HomeMy WebLinkAboutOak Park Heights Laserfische Contract r �
Cities Digital Laserfiche Sales and Service Agreement Contract
This Sales and Service Agreement (this "Agreement ") is made this day of JAL4e 2001 (the
"Effective Date) by and between Cities Digital Inc. (the "Consultant") and City of Oak Park Heights (the
"Client").
AGREEMENT:
1. SERVICES TO BE RENDERED. The Consultant will order the products as requested by the
Client on the purchase order or quote. If Client has requested installation and training services these
will be provided at an agreed upon date set forth in Exhibit A. For a period of one (1) year following the
Client's order, Cities Digital will provide software support services consistent with company policy as
described in Exhibit B.
2. PAYMENT OF FEES. In consideration of the initial purchase of products and /or services, the
Client shall pay Consultant one hundred percent (100 %) of the total software, hardware & support costs,
set forth in Exhibit C, upon receiving the software & hardware. The Client shall pay the remaining balance
of the invoice including services for installation and training upon completion of the services. Initial
invoices for software and services are due upon receipt. Future invoices will be paid within thirty (30) days
of invoice date. Invoices not paid within thirty (30) days of invoice will be subject to a one and % percent
(1.5 %) monthly interest charge (eighteen percent (18 %) per year).
3. INDEMNIFICATION.
(a) INDEMNIFICATION BY CUSTOMER. The Client agrees to indemnify, defend and hold the
Consultant, it's owners and its agents, officers, directors, lawyers, accountants, and employees, harmless
from and against any and all losses, claims, demands, damages, liabilities, costs and expenses, including
but not limited to reasonable attorneys' fees and the costs of any legal action arising from Client's use of
the software or services.
(b) INDEMNIFICATION BY CONSULTANT. Except as otherwise herein provided, the
Consultant agrees to indemnify, defend and hold the Client and its agents, officers, directors, lawyers,
and accountants harmless from and against any and all losses, claims, demands, damages, liabilities,
costs and expenses, including but not limited to, reasonable attorneys' fees and costs of any third party
legal action (but excluding incidental and consequential damages) solely caused by Consultant and
arising in the course of providing the services under this agreement. In no event will the Consultant be
liable for lost or damaged data, loss of business, or anticipatory profits, or any other consequential or
incidental damages resulting from the Client's negligent use or operation of the services or the
maintenance thereof. Client agrees that Consultant's total aggregate liability shall not exceed fees paid to i
Consultant by Client for the products and/or services involved.
4. LIMITATION OF DAMAGES.
. The Consultant will endeavor to provide high quality services and a high quality product.
However, the Consultant is not, and will not be responsible for any consequential or incidental damages
resulting from any temporary interruptions of service, or data loss (including lost transactions) as a result
of the Client's error or omission. Although the Consultant will endeavor to safeguard any data provided by
the Client, the Client agrees that the Client is responsible for safeguarding its data, including maintaining
backup data sets. Day - today data backup is the Client's responsibility and Consultant is not and cannot
be liable for data loss due to poor or nonexistent or insufficient backup or any other issues associated
and /or caused by Client's day -to -day backup.
Cities Digital Laserriche Sales and Service Agreement - June 2009 - FINAL
1 of 37
c � '
(b) Neither party shall be liable for any failure or delay in performance under this Agreement
(other than for delay in the payment of money due and payable hereunder) to the extent said failures or
delays are proximately caused, (I) by causes beyond that party's reasonable control and occurring without
its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or
party to substantially meet its performance obligations under this Agreement, provided that, as a condition
to the claim of non - liability, the party experiencing the difficulty shall give the other prompt written notice,
with full details following the occurrence of the cause relied upon. Dates by which performance
obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any
delay so caused.
5. TERMINATION OF AGREEMENT.
(a) MATERIAL BREACH. If either party is in material breach this Agreement the non -
breaching party may serve the breaching party with a written notice specifying the material breach and
requesting the breaching party to cure it. If the breaching party fails to cure the material breach within ten
(10) days after its receipt of the notice, the non - breaching party may terminate this Agreement by sending
a written notice of termination to the breaching party. The termination of this Agreement shall take effect
immediately on the receipt of such notice of termination by the breaching party.
(b) TERMINATION ABSENT A BREACH. The Consultant shall not have the ability to
unilaterally terminate the Agreement, except as specifically permitted by provisions of this Agreement.
Should the Client desire to terminate this Agreement it may do so at anytime and for any reason via
written notice to the Consultant however the Client must provide 120 calendar days prior notice.
(c) EFFECT OF TERMINATION. On any termination of this Agreement pursuant to this
paragraph, the Consultant may immediately cease providing Services to the Client, and neither party shall
have any further obligation to the other under the Agreement, provided that neither party shall be relieved
from any obligations or liabilities arising under the Agreement prior to its termination.
6, WARRANTIES; LIMITATIONS ON LIABILITY, The Consultant makes no warranty,
representation, or promise not expressly set forth in this agreement. Consultant will in good faith make its
best efforts to provide services that satisfy Client and are without error and defect. EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH HEREIN THE SERVICES ARE PROVIDED "AS IS ". THE
CONSULTANT GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO
THE PRODUCTS AND SUPPORT SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, FREE FROM COMPUTER
VIRUS, AND NON - INFRINGEMENT.
7. ENTIRE AGREEMENT. This Agreement, including the Exhibits attached hereto, are intended by
the parties as a final expression of their agreement with respect to the subject matter hereof and is
intended as a complete and exclusive statement of the terms and conditions thereof and supersedes and
replaces all prior negotiations and agreements between the parties hereto, whether written or oral, with
respect to the subject matter hereof.
8. MODIFICATION AND AMENDMENTS. This Agreement may be amended, modified or
superseded, and any of the terms hereof may be waived, only by a written instrument executed by the all
parties hereto.
9. SEVERABILITY. If any provisions or portion of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions or portions shall
remain in full force and effect.
10. INDEPENDENT CONTRACTOR. The Consultant is an independent contractor relative to the
Client and nothing contained herein shall be deemed to create a partnership, joint venture, franchise,
employment, or agency relationship between the parties,
Cities Digital Lasarfiche Sales and Service Agreement - June 2009 - FINAL
2 of 37
11. ASSIGNMENT. This agreement may not be assigned without the express written consent of the
non - assigning party.
12. NOTICES. All notices required by this Agreement shall be in writing and sent by Facsimile,
Electronic Mail, Federal Express, or U.S. Mail, Return Receipt Requested as provided below. Such notice
shall be sufficient for the purposes of this Agreement only if sent to the party's "Address for Service" as
listed below. Such Address for Service may be changed by any party by serving notice (in compliance
with the paragraph) on the other party. No notice sent by facsimile shall be sufficient without a
confirmation receipt. No notice sent by electronic mail shall be sufficient unless sent to an address
included in the recipient's Address for Service and acknowledged by a human - generated response.
Consultant's Address for Service Client's Address for Service
2010 O'Neil Road, Suite D1 City Administrator
Hudson WI, 54016 14168 Oak Park Blvd N.
P.O. Box 2007
Oak Park Heights, MN 55082
Phone: 651 -714 -2800 Phone: 651 439 -4439
Fax: 866- 592 -7343 Fax: 651 439 -0574
13. DISPUTE RESOLUTION. If a dispute or claim shall arise with respect to any of the terms or
provisions of this Agreement, then either party may, following a good -faith process to resolve any
disputes, by notice as herein provided, require that the dispute be submitted under the Commercial
Arbitration Rules of the American Arbitration Association to an arbitrator in good standing with the
American Arbitration Association within fifteen (15) days after such notice is given. Any such arbitrator so
selected is to be mutually acceptable to both parties. If both parties are unable to agree upon a single
arbitrator, each party shall appoint one (1) arbitrator. If either party does not appoint an arbitrator within
five (5) days after the other party has given notice of the name of its arbitrator, the single arbitrator
appointed by the party giving notice shall be the sole arbitrator and such arbitrator's decision shall be
binding upon both parties. If two (2) arbitrators are appointed, these two (2) arbitrators shall appoint a
third arbitrator who shall proceed to resolve the question. The written decision of the single arbitrator
ultimately appointed by or for both parties shall be binding and conclusive on the parties. Judgment may
be entered on such written decision by the single arbitrator in any court having jurisdiction and the parties
consent to the jurisdiction of Washington County, Minnesota for this purpose. Any arbitration undertaken
pursuant to the terms of this section shall occur in Washington County, Minnesota.
14, GOVERNING LAW. Notwithstanding any other section in this Agreement to the contrary, this
Agreement will be construed and enforced in accordance with, and governed by, the laws of the State of
Minnesota in the United States of America without giving effect to any conflict of laws principles. The
parties hereby consent to the personal jurisdiction of the courts of the State of Minnesota and waive any
rights to change venue. The parties mutually stipulate and agree that this Agreement is in all respects
(including, but not limited to, all matters of interpretation, validity, performance, and the consequences of
breach) to be exclusively construed, governed and enforced in accordance with the internal laws
(excluding conflict of laws rules) of Minnesota.
15. WAIVER. Either party's failure to enforce any provision or provisions of this Agreement shall not
in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter
from enforcing each and every other provision of this Agreement.
16. CURRENCY DENOMINATIONS. All currency denominations are in United States dollars.
17. HEADINGS. The section and subsection headings in this Agreement are inserted solely as a
matter of convenience and for reference, and shall not be considered in the construction or interpretation
of any provisions hereof.
Cities Digital Laserfiche Sales and Service Agreement - June 2009 - FINAL
3 of 37
May 8` " 18. SUBMITTED PROPOSAL. The Proposal submitted to the Client by the Consultant dated
, 2009 is incorporated into this Agreement as a summary-level of expected services to be provided
— this Proposal is found in Exhibit D.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first written above.
FOR:
Citie igital, Inc. (Consultant)
Aoo
Print e & Title
�Signaure
KIRK SAMWKA
Notary Public
NOTARY FOR CONSULTANT Signature - Affix Stamp -� Stats of Wiaca�itln.
FOR:
City of Oak P rk Heights (Client)
rrn
w- 6 1 z�
Pri Na e
signatu JENNIFER M. PINSKI
WTARY PUSIX -MMWTA
MY m Expw Jan, 31,2M2
OT Y T Signature - Affix Stamp
Cities Digital Laserfiche Sates and Service Agreement - June 2009 - FINAL
4 of 37
s s
• s a
EXHIBIT B: Software Support Policy
The initial purchase of a Laserfiche software system also requires purchasing LSAP for each component.
LSAP is a software assurance program initiated by Laserriche to ensure that clients are able to receive
regular product updates and basic software support through their value -added reseller. Cities Digital has
developed this policy with regard to services that are included with the purchase of LSAP in order to
serve all clients with the utmost accuracy and efficiency.
Services included in base LSAP casts:
24 -hour Cities Digital website support at www.CkiesD!gital.com
24 -hour Laserfiche website support at www.Laserfche.com
Monthly Laserfiche User News (email newsletter with information and helpful tech tips)
n Membership in the User Group (only available from Cities Digital)
Cities Digital telephone support
Access to Laserfiche product updates (does not include installation or training)
v Web conference support (allows support technicians to access client's computer remotely)
v Online support ticket submission at CitiesDigital -com
a Annual consulting meeting
Services available on a per unit basis not included with base LSAP):
Onsite installation, training, consulting or support $150 /hour with current LSAP
services $1501hour without current LSAP
Packages of hours available, call for estimate.
Custom integrations or programming Call for estimate
Document conversions Call for estimate
Scanning services Call for estimate
Phone number for problem 651- 714 -2800, Option 206 for Tech Support
reportin
Renewable Annual Technical Fee is based on software components that have been purchased
Support and installed. Renewable each year.
Telephone and Email Support support@cftlesdigital.com.
651- 714 -2800, Option 206 for Tech. Support
Hours: 8:OOAM CST- 6:30PM CST
Online chat support: www.citiesdigital.com
Response Time and Definition Responses provided within 24 hours of initial report.
Responses consist of diagnosing the problem and if possible
resolving it immediately or over the telephone. If not possible to
resolve immediately a time will be set up to try and resolve the
p roblem at the client's convenience.
Options for Coverage During This can be made available upon request.
Non -PPM Periods
Capability for Remote We use a web -based tool for remote diagnostics and support. it
Diagnostics requires Microsoft Internet Explorer but no other software or
hardware.
Cities Digital Laserfiche Sales and Service Agreement - June 2009 - FINAL
6 of 37
q
1
EXHIBIT C: Quotation
Rig
Pserfiche S Team Server (Single repository) $2,250.00 1 $2,250.00
aserfiche Audit Trail - Starter $2,495.00 1 $2,495.00
Records Management Module $6,000.00 1 $6,000.00
FX Laserfiche Full User United (Email & Snapshot $750.00 5 $3,750.00
included)
QF Laserfiche Quick Fields $495.00 1 $495.00
QF-4 Laserfiche Bar Cade $1,495.00 1 $1,495.00
J x a�'..'�JT$�w� 7 s4`.x{£� .,.r;.,..1 s''..,w.x',:.;"S '. ➢d,; + S t .
81B Laserfiche Team Server (Single repository) Annual $450.00 1 $450.00
Maintenance
97872UB Laserfiche Audit Trail Starter Annual Maintenance_ _ $500.00 1 $500.00
RM213 Laserfiche Records Management Module Annual $1,200.00 1 $1,200.00
Maintenance
FXB Laserfiche Full User United (Email & Snapshot $150.00 5 $750.00
included ) Annual Maintenance
QFB Laserfiche Laserfiche Quick Fields Annual $100.00 1 $100.00
Maintenance _
QF -4B Laserfiche Bar Code Annual Maintenance $300.00 T �1 $300.00
DR- Canon DR- 5010C, 50ppm/100ipm color document $2,866.00 1 $2,866.00
50100 I scanner, up to 11x17
DR- Canon DR- 30100, 30ppm/60ipm, Color Document $717.00 3 $2,151.00
3010C Scanner
CD3000 Software Installation y & Consulti92 $500.00 1 $500.00
CD2980 Software Training $500.00 1 $500.00
Subtotal $25,802.00
Sales / USE / Other $0.00
Taxes _
TOTAL $25,802.00
Cities Digital Laserfiche Sales and Service Agreement - June 2009 - FINAL
i
7 of 37
Maintenance Cost for Fixes Maintenance that is done over the phone or remote access is '
and Major Releases included in annual maintenance agreement at no additional cost.
Most minor upgrades can be completed this way.
Upgrades are often available for download from our FTP site,
making delivery time zero.
Major upgrades may be subject to a fee if the platform has changed.
The fee is set when the new version is released.
New operating system releases are almost always handled through
minor patches that make existing software compliant. These are
completed within months after the new operating system is released
and before most clients have a chance to upgrade their OS.
Support Escalation 1. Problem is reported and resolved over the phone or remotely.
Procedures 2. If immediate resolution is not possible, problem is reported to
Laserfiche corporate tech support. Cities Digital works with
Laserfiche to find and implement a solution.
3. If there is no existing solution, Laserfiche corporate tech support
will write a script or solution to fix the problem. Cities Digital will
then implement the solution remotely or through onsite support
if necessary.
Tracking Database We use a support tracking software. Our tracking software assigns
incident numbers and the client will be able to call and get the status
on any support case at any time during work hours.
Tech Support Information Tech support will receive information in the following ways:
Flow 1. If there is a problem with the client's system that could be
corrected through an update or version change.
2. Cities Digital Laserfiche User Groups where the newest
products and techniques are demonstrated and discussed.
User Groups are free to any client whose support contract is
current.
Upgrades and Patches New minor software upgrades and patches are free to clients with
current annual support contracts. These products are made
available for download to clients through Cities Digital. If assistance
is needed to install the upgrades or patches, Cities Digital tech
support will assist remotely at no extra charge.
Cities Digital Laserfiche Sales and Service Agreement - June 2008 . FINAL
8 of 37