HomeMy WebLinkAboutInfovision Software Infovision Software License, Services and Support Agreement
Infovision Software, Inc.
111 i'i VISlj Of P.O.Box 234,Carlsbad,CA 92108-0234
SOFTWARE Phone:800-849-1655 Fax:815-642-8541
Web:www.infovisionsoftware.com
Attention:
Client: City of Oshkosh
Community Development Dept.
215 Church Avenue
P.O. Box 1130
Oshkosh,WI 54903-1130
Contract No:
We agree to the Infovision License, Services and Support Agreement as outlined below and accept the
proposed charges, support options, and product listing in accordance with the Infovision Software License,
Services and Support Terms&Conditions.
Accepted by Client
Name
, ity vanager A _e ' " . oe?. el' Pepu y ity Clerk
T4 x Date I hereb - 1ec 12, !013 •rovisions
i.vii °ra a, SS 1 y Atty have been made to pay the liability which will
Order No
accru er this OWL
Accepted by Infovision Software, Inc:
City Comptroller
Name Signature
-6r14Ce 6111 oi-t-
Title � I res IA Date lie L l L) 2013
(The Effective Date)
License,Services and Support Agreement Page 1 of 6
Infovision Software License Services and Support
Terms & Conditions
1. SCOPE OF AGREEMENT
Infovision Software grants to CLIENT a non-exclusive site license to use the software for its purposes
throughout its organization and for its public clients. There is no individual user fee. Use is limited to
the Client Organization only and cannot be used to provide services for others. Infovision Software will
provide the listed services in a professional manner. Infovision Software will provide CLIENT with the
standard software support and maintenance services at stated rates as from the date of installation,
and renewal each year thereafter.
2. DURATION OF AGREEMENT
This agreement commences on the effective date and will continue until terminated by CLIENT or
notice that CLIENT no longer uses and has deleted the software. CLIENT cannot terminate this
contract while there is any amount owing to Infovision Software.
3. SOFTWARE SUPPORT AND MAINTENANCE
Items included as part of this Software Support and Maintenance agreement include:
(a) Regular updates of the licensed software for the applications purchased and sent to the CLIENT
(b) Telephone and Email support to assist with queries and problem resolutions
(c) Online support where CLIENT has purchased/installed suitable remote access software
(d) Access to Infovision Internet Home Page, including access to latest software downloads
Infovision Software will answer telephone enquiries made by the CLIENT during the period 8 am to 5
pm CST/CDT Monday to Friday excluding Public Holidays and directly related to the operation of the
Infovision Software program. CLIENT will also have the facility to log requests for service via facsimile
and email. Additionally, Infovision Software will carry out any necessary technical investigation and
correction of any errors reported to it in writing during the term of this agreement.
Increases in annual support and maintenance fees are limited to a maximum of five (5%) in any one
calendar year.
4. ELIGIBLE PRODUCTS:
To be eligible for Support, the Licensed Software must be at current specified revision levels and, in
Infovision Software's reasonable opinion, installed on equipment in good operating condition. Infovision
Software may, at no additional charge, modify software to improve operation, supportability and
reliability, or to meet legal requirements.
5. SERVICES:
Infovision will perform all services in a manner and according to the standards observed by a
competent practitioner of the profession in which Infovision is engaged. All deliverables will be
prepared in a manner that conforms to the standards of quality normally observed by a person in
Infovision's profession.
It is the responsibility of the CLIENT to select suitable staff to be trained. For any training held at the
CLIENT premises, the CLIENT will permit Infovision staff to use its equipment for the training of the
CLIENT staff.
6. CHARGES AND PAYMENT
All prices quoted are firm, provided always that:
(a)CLIENT does not pay excise, sales and use taxes of any kind; or
Excepting invoices that are due upon execution of this Agreement, all fees shall be paid within thirty
(30) days of invoice date. CLIENT shall pay all applicable sales taxes. In addition to the fees listed
License,Services and Support Agreement Page 2 of 6
herein, CLIENT shall reimburse Infovision Software for all travel and living expenses incurred by
Infovision Software in rendering all services up to the maximum allowable amount.
After notice, past due amounts owing from CLIENT shall bear interest at the rate of one (1%) per
month. If delinquent payments should occur for a period exceeding six months, CLIENT shall
reimburse Infovision Software for all reasonable costs incurred (including reasonable attorneys'fees)in
collecting past due amounts owed by CLIENT. Alternatively, Infovision Software may, at its sole
option, suspend CLIENT's service if CLIENT is more than 120 days past due in the payment of
amounts owed pursuant to this Agreement.
All payments shall be in U.S. Dollars.
Infovision Software's standard software support is applicable from the date of installation and is
invoiced one year from that date.
Payment terms of amounts owed on the contract are intentionally back-loaded as Infovision Software
wants to give CLIENT the security of knowing the software is implemented, including the conversion of
existing data, before payments are made. The total amount of each module is due for payment once
acceptance for"live" processing has occurred. In no case is CLIENT to use the software module for a
function in"live"operation until payment has been made.
7. INSTALLATION
If the Services listed above include installation of an Infovision Software program or third party program
("Program"), then the Program(s) is deemed to be installed, when the Program has been loaded onto
the system hardware and is turned over to CLIENT as ready for testing and implementation. Infovision
is responsible for the first installation, and CLIENT each installation thereafter. Infovision will be
responsible for all initial file parameters and configuration, user training and data conversion. CLIENT
will be responsible for changes in systems administration or operational procedures, changes in
operating system set-up and user access, changes in user procedures, changes in internal support
and cutover to operational use(with assistance from Infovision Software).
8. LIMITATIONS OF SERVICE
Infovision Software does not provide Support for products not supplied by Infovision Software or
approved by Infovision Software in writing, or for the Licensed Software, which CLIENT does not allow
Infovision Software to modify. Customer is responsible for removing such products to allow Infovision
Software to perform Support services.
9. CLIENT'S RESPONSIBILITIES
CLIENT is responsible for implementing a backup maintenance plan external to the Licensed Software
to reconstruct lost or altered files, data or programs. CLIENT is responsible for implementing a
database maintenance plan to ensure that the Relational Data Base Management System (RDBMS)is
operating at optimal levels. After the initial implementation CLIENT is responsible for ensuring that
each person, working on behalf of CLIENT and who is using the Licensed Program, is adequately
trained in all aspects of the Licensed Software utilised by that person.
10. INSTALLATION OF NEW RELEASES
New releases (updates) of the Licensed Software supplied by Infovision Software should be installed
within 6 months from date of delivery. Infovision will not support releases in excess of one year from
published date. If CLIENT requests Infovision Software to install a new software release onsite at
CLIENT's premises, CLIENT must bear any special charges in connection with the onsite services.
11. SOFTWARE LICENSE
All systems and programs supplied by Infovision Software are for the exclusive use of CLIENT.
CLIENT shall not copy, nor make available for copying any program,or documentation relating thereto,
for the use by, or information of, any third party. Infovision Software strictly reserves copyright and all
other rights. CLIENT shall have the right to duplicate the Software programs for backup or archival
purposes and to transfer the Software programs to a backup computer in the event of computer
malfunction. CLIENT shall not make the Software programs available to others on any timesharing,
cloud computing or other rental arrangements. CLIENT may not transfer any rights under this
agreement without the written permission of Infovision Software.
License,Services and Support Agreement Page 3 of 6
Software supplied by Infovision Software will be maintained under this Agreement at the ruling rates,
provided that:
a) The software is not amended by any person without the written approval of Infovision Software;
b) The use of DML (Data Manipulation) SQL statements such as DELETE, UPDATE & INSERT and
use of DCL (Data Control) SQL statements such as ALTER& DROP are not implemented without
the written approval of Infovision Software.
12. WARRANTY
Any warranty is in lieu of all other conditions or warranties in respect of the software, express or
implied, statutory or otherwise. Infovision warrants that its products will conform to its documentation
and meet generally acceptable commercial standards.
13. INDEMNIFICATION
Infovision warrants it is the developer and owner of the Evolve software technology. Infovision shall
indemnify and hold CLIENT harmless from any third party suit or third party claim (including all attorney
fees)arising from alleged copyright infringement in its use of the software.
14. FORCE MAJEURE
Neither party will be responsible for any failure to perform hereunder due to unforeseen circumstances
or due to causes beyond the non-performing party's reasonable control, including, without limiting the
generality of the foregoing, acts of God, war, riot, embargoes, acts of government, catastrophe, fire,
flood, accidents, strikes, shortages of transportation, fuel, energy, labor or material acts of a public
enemy.
15. LIMITATION OF LIABILITY
Infovision Software's total liability for any software or service provided pursuant to or arising out of this
Agreement, including but not limited to liability arising out of, resulting from or in any way related to
contract, tort, breach of warranty, intellectual property infringement or otherwise, shall not in any event
exceed the total fees paid by CLIENT with respect to this Agreement. Neither Infovision Software nor
its licensors shall be liable for loss of profits, indirect, special, incidental, or consequential damages.
This provision shall survive the termination of this Agreement or any amendment thereto.
16. FACILITIES AND EQUIPMENT
CLIENT will provide Infovision the following documents,access, facilities, services and site information:
a) Access to files and documents, which are a product of the system to be replaced or generated by
the Program(s).
b) Information relative to CLIENT's hardware and software on which the Program must run or with
which the Program must interact.
c) Access to CLIENT's computer facilities, related software, work areas and equipment at times and
on days approved by CLIENT. CLIENT agrees to enable Infovision Software secure remote
access to CLIENT's system for the purposes of problem diagnosis and file transfer on a per
incident basis.All access will be in compliance with security measures in place by CLIENT.
d) Personnel, facilities, equipment and time for training, installation and other services to be
performed by Infovision Software.
17. ASSIGNMENT
Neither party hereto shall be entitled to assign that party's rights and obligations under this Agreement
without the express written agreement of the other party, such agreement not to be unreasonably
withheld.
18. SEVERABILITY
Any provision of this Agreement, which is prohibited by law or is unenforceable will be ineffective only
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
19. ENUREMENT
This Agreement will enure to the benefit of and be binding upon the parties and their respective
successors and assignees.
20. MODIFICATION
This Agreement may not be modified except in writing by an authorized signatory of each party.
License,Services and Support Agreement Page 4 of 6
21. NOTIFICATION
All notices under this Agreement shall be in writing and delivered by overnight delivery service or
certified mail, return receipt requested,to the address specified above. Either party may change its
address by providing notice in accordance with this Section.
22. GOVERNING LAW
The laws of the State of California, United States of America will govern any disputes arising in
connection with these terms and conditions.
24. ENTIRE AGREEMENT
These terms and conditions and any attachments constitute the entire understanding between the
parties relating to Infovision Software's provision of Support. CLIENT's acceptance of these terms and
conditions is deemed to occur upon CLIENT's signature, payment or upon Infovision Software's
provision of Support.
License,Services and Support Agreement Page 5 of 6
APPENDIX A
Infovision Software License, Services and Support Cost Schedule
PRODUCT/SERVICE
DESCRIPTION COMMENTS PRICE
Software: Plan Review $15,000
Permitting and Inspections 15,000
Complaint Tracking and Code Enforcement 10,000
Online Processing and Information Included in Plan Review
and Permitting software fee
Brava viewer 20 seat license Included software fee
Total Software $40,000
Services: Plan Tracking 5 days $6,000
Permitting 7 days 8,400
Complaint Tracking and Code Enforcement 3 days 3,600
Data conversion for right-of-way Included in Services Above
Online Processing and Information Included in Services Above
Total Services days cost $18,000
Travel Expenses are additional and include up to a $5,000
maximum of 5 trips on site; total not to exceed
amount for all travel
Software Support($8,000 per year after first year, First Year Included in
subject to maximum 5%annual increase) Software License fee
TOTAL COST $63,000
License,Services and Support Agreement Page 6 of 6