1 This total annual cost for the service agreement is 1 50,

Transcription

1 NYE COUNTY AGENDA INFORMATION FORM X Action Presentation 0 Presentation & Action Department: NYE COUNTY SHERIFF'S OFFICE Category: I/ Contact: CAPTAIN GUS SULLIVAN Phone: (775) I Continued from meeting of: I 1 Return to: I Location: Phone: Action requested: (Include what, with whom, when, where, why, how much ($) and terms) 11 Discussion and possible decision to renew the with Ortivus North 11 Complete description of requested action: (Include, if applicable, background, impact, long-term commitment, existing county policy, future goals, obtained by competitive bid, accountability measures) 1 This total annual cost for the service agreement is 1 50, I have attached two copies of the service agreement, and Nye County Sheriff's Office is requesting that the agreement be approved and signed by the Nye County Commissioners. Any information provided after the agenda is published or during the meeting of the Commissioners will require you to provide 10 copies: one for each Commissioner, one for the Clerk, one for the District Attorney, one for the Public and two for the County Manager. Contracts or documents requiring signature must be submitted with three original copies. II Expenditure Impact by FY(s): (Provide detail on Financial Form) a No financial impact // Routing & Approval (Sign & ) / I. Dept I I I I 1 7. HR 8. Legal 9. Budgets I i II Board of Countv Commissioners Action

2 Agenda Item No.: AGENDA FINANCIAL FORM 1. Department Name: Nye County Sheriff's Office 2. Financial Contact Person: Charlie Rodewald Direct Phone Personnel Contact Person Captain Gus Sullivan Direct Phone Was the Budget Director consulted during the completion of this form (Y or N )? 5. Does this item require a budget adjustment to be made (Y or N)? 6. Account Number Data: (Complete for all revenue and expenditure lines and for all fiscal years that are impacted. Budgeted: Y=Yes, N=No, A=Absorbed in budget (state how under "Comments" section below.) Budgeted Fund Dept # Function 0 bject $ Amount Yes 7. Comments: Completed by: Captain Gus Sullivan : 12/22/2004 S~gnature

3 h rtivus Mrm sn- End User: Office of the Nye County Sheriff, h'ebada SOFTWARE MAINTENANCE AGIRIEEMENT This (referred to hereinafter as the "Agreement") is entered into as at the date of the signing of this Agreement. Between: And: Office of the Kye County Sheriff, Nevada - Beatty Sub Station, P.O. Box 805, Beatty, Nevada, USA (hereinafter referred to as "Customer"); Ortivus (formerly AVeL-TECH) Inc., doing business as Ortivus North America, a corporation incorporated under the laws of Canada, having its registered office at 2525 Daniel-Johnson Boulevard, Suite 300, in the City of Laval, Province of Quebec, Canada, H7T 1S9 (herei referred to as "Ortivus"). (b) AVL (c) Message Switch (d) Mobile Applications and (e) other software modules as contra agreed. This Agreement will cover maintenance and support for the software listed in Ap Agreement. 1. Purpose Subject to the terms and conditions of this Agreement, Ortivus agrees to provide Customer with Product Soft~are maintenance as per the details and specifications contained herein. The subject Software is identified in Appendix 1 to this Agreement. In consideration for the services provided to Customer, Customer shall pay Ortivus in accordance with the section of this Agreement entitled "Payment". Page 1 of 7

4 rtivus mamma 3. Maintenance Ortivus shall provide Software maintenance services as described in the following subsections Telephone Support Ortivus shall provide Customer with access to telephone support through a central contact point in Ortivus. Customer will designate a central point of contact within Customer to forward all telephone support requests to Ortivus. Customer shall, in conjunction with other subcontractors, reasonably screen out non-relevant problem reports before referral to Ortivus. A qualified Ortivus representative will respond to urgent support requests on a 24-hourJ7-day basis, and routine support requests on an 8-houri5-day basis. An urgent support request is a call for service because of a failure that affects either the system integrity or data On Site Support Ortivus shall provide on site support in the event that a problem cannot be resolv support. Customer will pay all travel costs unless thc reason fo result of defective Ortivus software. Ortivus is not responsible or for maintenance of the end-user system configuration files..3. Modifi During the adaptation. The Annual Maintenance fees are subject to change as a aforementioned modifications In the event that a new software release requires a platform change, Customer will assume costs of all 3rd party software required to effect the platform change Requests for other modifications such as enhancements, new options additional features will be accepted from the user community i Customer, for inclusion in subsequent software releases. Customer ma Ortivus to provide price quotations for such modification. Nothing in this section shall be interpreted as obliging Ortivus to make any modification to the Software Modifications shall be delivered following the update being certified by Ortivus qu'ti~iy dsb~iid~i~~. iiii: ili~ciliic-diiuiib biliiii bi: UL~ILLILU (piclpdij bj LubL~iiii~i, when applicable) via a mutually agreed upon courier or electronic transfer. Page 2 of 7

5 3.4. Documentation Updates 8 Updates to documentation shall be provided to the Customer at the same time as Modifications Additional Sewices Any other maintenance or support services requested by Customer shall be deemed Additional Services, and Customer shall compensate Ortivus for performance of such Services in accordance with 5.2 below Exclzrsioizs to the Agreement System degradation caused by Customer Any system degradation caused by the Customer (a) adding additional software programs or additional hardware to run concurrently on computers utilizi Ortivus software (b) programs and hardware that are incompatible with t Ortivus software, or (c) configuring changes on a computer utilizing 0 software are considered to be Excluded Items ("Exclusions"). Exclusions are covered by this Agreement. 4. Term of Agreement Ortivus will only support the current and i the current version is 6.x, Ortivus will only software listed in Appendix 1. All other ver This Agreement shall come into force and effect on January 1,2005 and will expire at the end of twelve (1 2) months thereafter, on December 3 I, 2005 (hereafter referred to as the "Initial Term") 4.2. Szdweqzcertt Term Unless notified in writing by the Customer at least 30 days prior to the expiration oft Term currently in effect, the Agreement shali be automatically renewed for a twelve (1 month term (hereafter referred to as the "'Subsequent Term"). This policy shali apply for all future Subsequent Terms. The price charged to the Customer for Subsequent Terms shall be based on the prevailing software list price at the time of each renewal. Page 3 of 7

6 5. Fees J 5.1. In accordance with the Services provided during the Initial Term of this Agreement, Customer shall pay Ortivus an amount of $56, U.S., due at the signing of this Agreement. Ortiws may apply a late payment charge for any overdue amount that is unpaid for thirty (30) days after the date of receipt of an invoice. Customer shall pay Ortivus on an hourly basis for all Additional Services, per Section 3.5, furnished by Ortivus. Customer also shall reimburse Ortivus for the reasonable cost of transportation and lodging in relation to provision of services at a Customer site as mutually agreed prior to the furnishing of such services. The price is exclusive of any sales, goods and services, excise, value added or similar taxes of any kind, whether of federal or any other jurisdictional level. Customer agrees to pay and hold Ortivus harmless from any liability for any such taxes. In the event that the Customer allows this Agreement to lapse (i.e., does not pay Orti fees due within 90 days of invoicing), and subsequently wishes to reinstate Agreement, there wili be a 10% administrative surcharge payable by the Gusto addition to the fees normally required. In addition, the Customer will be required t for all Modifications, as indicated in Section of this Agreement, that introduced during the lapsed period. Should either party be in breach or default of this Agreement, the other party shall give a written n stating that a breach or default exists. If the party in default has not started or completed approp corrective action within thirty (30) days, then the other party may at its option declare this Agreemen be in default and may elect at its sole discretion to cancel this Agreement within 30 days aft notification and to exercise any right or remedy it has in law, subject to this Agreement. Should be in breach or default of this Agreement, the Customer shall be entitled to a prorated return of the indicated in Section 5.1, based on the Term indicated in Section Limitation of Liability 7.1. In no event shall either party be liable to the other under any theory of tort, contract strict liability or negligence for any indirect, special or consequential damages that out of any transaction or occurrence under this Agreement In no event, even in the event of Ortivus' negligent act or omission, shall Ortivus' liability hereunder, in the aggregate, exceed the amount paid by Customer hereunder. Page 4 of 7

7 rtivus rn anma End User: Office of the h'ye County Sheriff, Nevada 8. General Ortivus warrants that all maintenance services, activities and materials furnished under this Agreement shall be free from defects in material or workmanship for a period of 90 days following the completion of such services or activities or the fitrnishing of such materials or equipment. Except as set forth in this Agreement, Customer understands and agrees that there are no representation or warranties or conditions express or implied, including any warranties or conditions of merchantability or fitness for a particular purpose with respect to the services provided under this Agreement. Any notices or demands required or permitted to be given in connection with this Agreement shall be given to parties in writing by regular mail, postage prepaid, at the address mentioned below, or to such other address as the parties may hereafter substitute by written notice given in the manner prescribed in this section. Any notices or d given by mail shall be deemed to have been received five (5) business days imme following the date of mailing except that notice of change of address is deemed to given on the date of its actual receipt. Laval, Quebec H7T 1 S9 P.O. Box 805 Canada Beatty, Nevada, USA eil Schwartzbein Attention : Gus Sullivan, Admin. Ca Fax: Fax: Neither party may assign this Agreement, without the written consent of the other party, which shall not be unreasonably withheld. Appendix 1 to this Agreement is attached hereto and made a part hereof. Appen specifies the number of licenses that will concurrently operate on the system with causing any degradation of system functionality or speed. Copies of all documentation, as well as copies of licenses and definitions of operating conditions of Software, will be provided pursuant to this section. In the event of discrepancy between any terms and conditions of this Agreement and of any attachent, the terns and conditions of this I-1gIeenwili snail pevd~i. Page 5 of 7

8 rtivus "om a This Agreement contains the complete and entire agreement between the parties, and supersedes all prior oral or written communications, proposals, or agreements between the parties relating to the same subject matter. No change, addition or modification of any of the terms or conditions thereof shall be binding unless in writing and signed by both parties This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Quebec, with venue for purposes of any litigation lying in Laval, Quebec The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement This Agreement is executed by the duly authorized representatives of the parties and shall be effective on the date set out on page one of this Agreeme Customer Chief Financial : : Page 6 of 7

9 rtivus Mlm snema J APPENDIX 1 DESCRIPTION OF SOFTWARE The Software comprises a number of computer programs as listed below, each of which may be installed as indicated and is provided in machine readable code which when executed will function as defined in the Contract. The Software includes documentation it1 the form of user manuals, which contain a description and definition of all operating conditions of the software. List of Software I -RadioGATE NCIC lic 1-4 A VeL-RadioGATE ANI/ALI licenses 1 license 1.5 A VeL-Base Client licenses Valid for up to 5 concurrent sessions 1.6 Rh4S Core System Licenses (supplied Valid for up to 20 concurrent users by 3rd party) Environment: MS Windows Page 7 of 7