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HomeMy WebLinkAbout2006-013 MobileHWY Annual Software Maintenance and Support Agreement with Indian River County 1 . Term , are-MaiAteaance-aad_S.u.ppxL(" dSIcommences on October 1 , 2005 and continues for a . term of one ( 1 ) year. It . Renewal Term , Annual SMS will be automatically renewed on an annual basis until either party delivers written notice of its intent not to renew to the other party ; such notice must be delivered not fewer than sixty ( 60) calendar days prior to the conclusion of the current term to be effective . 2 . Scope of Annual SMS . 1 , Designated Contacts . Customer may appoint no more than three ( 3 ) designated contacts amongst its employees . These designated contacts are entitled to submit an unlimited number of service requests during the term of this Annual SMS . Support is available to Customer only through its designated contacts . II . Technical Support. Technical Support encompasses both advisory and remedial support to ensure that the operation of Customer' s Mobile Applications do not materially differ from its documented specifications , and is available as follows '. A. Telephone Support. Designated contacts will receive a toll-free talepbone number and support access number to contact technical support, which is available Monday through Friday from 8 : 00 a . m . until 8 ; 00 p , m . Eastern Standard Time , excluding MobileHWY' s observed holidays . B , Electronic Suppori. Designated contacts may submit routine or non -critical support requests via electronic email . E -mailed requests are addressed only during regular support hours and should not be used to request assistance with critical problems . III . Revisions and Enhancements . During the term of the Annual SMS , Customer is entitled to receive revisions of and enhancements to the Mobile Applications . Customer is entitled to receive new version , release , and maintenance updates of the Mobile Applications at no cost. However, depending on the nature of the update , implementation may require significant work (e . g _ , data migration , personnel training , etc. ) ; to the extent Customer elects to have MobileHWY perform implementation -related tasks , such additional services are available at MobileHWY' s then -prevailing rates . MobileHWY may release new and additional applications or modules at the same time as it releases a new version of any of its products . These applications or modules will not necessarily be made available pursuant to this Annual SMS , but may instead be sold separately by MobileHWY (at MobileHWY' s sole discretion ) . A. MobileHWY is compatible with Perconti and as such shall maintain their software at a level that is always compatible with Customer' s then current version of Perconti , Mobile HWY will ensure that their software is also updated to be on line as soon as possible after a new release . B . MobileHWY software revisions or changes delivered by MobileHWY will be compatible with Customer' s then current version of Perconti , IV. Incident Response and Resolution . Page 1 of 4 A . Response . "Response means 'khat an incidurfi 7�eficsrt -will -bv� -assigned by MobileHWY for resolution . Response times are designated in business hours based upon the severity of the incident , determined as follows : 1 ) Critical : The failure causes a system crash or unrecoverable data loss , MobileHWY' s response time is two ( 2 ) hours or less . 2 ) High : The failure causes impairment of critical system functions and no workaround solution exists . MobileHWY' s response time is four (4 ) hours or less_ 3 ) Medium : The failure causes impairment of critical system functions but a workaround solution exists . MobileHWY' s response time is twelve ( 12 ) hours or less . 4 ) Low: All other anomalies or action items . MobileHWY's response time is twenty-four (24 ) hours or less . B . Resolution . A support request is defined as resolved when Customer: 1 ) Receives information which resolves the request ; 2 ) Is informed that the issue is caused by a product, condition , or circumstance not supported under the Annual SMS ; 3 ) Is informed that the issue has been resolved in a subsequently- released product; or 4 ) Is informed that the request has been referred to MobileHWY' s engineering team and an acceptable response has been received from them . C . Unresolved Issues_ Because of the complexity of computer and wireless technology , MobileHWY cannot guarantee that the Mobile Applications will be error-free or free of material defects in all circumstances . MobileHWY will employ its best efforts to resolve errors or defects covered by the Annual SMS once Customer has provided MobileHWY with sufficient information to reproduce the issue . 4 . Exclusions . The following are not included in Annual SMS but may be separately available at rates and on terms which may vary from those described herein . i , Services required due to misuse of the Mobile Applications . ii . Services required due to attempts by non-MobileHWY personnel to repair , maintain , or modify the Mobile Applications , where such attempts are not authorized by MobileHWY. iii . Services required due to software corrections , customizations , or modifications not developed or authorized by MobileHWY. iv. Services required due to external causes including , but not limited to , Customer' s use of software and hardware not on the MobileHWY and Customer' s mutually agreed upon list. v. Consulting services including , but not limited to , performance tuning , development of code modifications for specific operating environments , and network integration . vi . Maintenance or support of Customer' s computer or mobile hardware . vii. Weekend or holiday support. 5 . Customer Responsibilities. Customer will : Page 2 of 4 i . Notify MobileHWY of any changes in Customer' s hardware or software operating environments which could affect the Mobile Applications . ii . Allow MobileHWY personnel appropriate and necessary access to the Mobile Applications . If security restrictions affect such access , Customer may be required to assume additional responsibilities for maintaining the Mobile Applications . iii . Provide MobileHWY copies of the database as reasonably requested by MobileHWY and agreed to by Customer. 6 . Meeting with County Officials . McbileHWY understands that the Building Official must submit an annual budget for approval by the Board of County Commissioners and that annual estimated costs under this agreement together with estimated costs of systern upgrades should be tticluded in each annual budget. In order to assist the County in budgeting for future costs , MobileHWY agrees to meet with the County Building Official or his designee each year prior to March 1 st to provide an estimate of the cost of services to be rendered under this agreement together with any estimates of anticipated system upgrades , The County agrees that the estimates are provided for use in the County ' s budgeting process and will not become an amendment to this agreement or an offer to perform services for the upcoming fiscal year. 7 . Payment to MobileHWY. Payment to MobileHWY will be made in accordance with the Florida Prompt Payment Act, Florida Statutes 218 . 70 et. seq . S . Venue . This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida . Venue hereunder shall lie in Indian River County, Florida . 9 . Insurance Requirements for MobileHWY. MobileHWY will maintain , at its own expense , during the performance of the work covered by this Agreement, and shall provide the COUNTY with evidence that MobileHWY has obtained and maintains the insurance listed below I . Minimum Scope of Insurance A , Worker' s Compensation as required by the State of Florida . Employers Liability of $ 100 , 000 each accident , $ 500 , 000 disease policy limit , and $ 100 , 000 disease each employee . B . General Liability $ 1 , 000 , 000 combined single limit per accident for bodily injury and property damage . County shall be named as an additional insured , C . Auto Liability $ 1 , 000 , 000 combined single limit per accident for bodily injury and property damage for owned and non-owned vehicles . County shall be named as an additional insured . II . Any deductibles or self insured retentions greater than $ 5 , 000 must be approved by the Risk Manager for Indian River County with the ultimate responsibility for same going to MOBILEHWY , III . MOBILEHWY'S insurance coverage shall be primary . IV, All above insurance policies shall be placed with insurers with a Best's rating of no less that A + VII . The insurer chosen shall also be licensed to do business in Florida . V, The insurance policies procured shall be per occurrence policies or as generally available on the open insurance market. Vl , The Insurance Carriers shall supply Certificates of Insurance evidencing such coverage to the Indian River County Risk Management Department within ten days of execution of this Contract. VII . The insurance companies selected shall send written verification to the Indian River County Risk Management Department that they will provide 30 days written notice to the Indian River County Department of Risk Management of its intent to cancel or terminate said policies of insurance . Page 3 of 4 VIII . MOBILEHWY hereby agrees to indemnify Indian River County and Representatives thereof from all claims arising solely from intentional , reckless or negligent acts , errors or omissions of the MOBILEHWY or MOBILEHWYS ' Representatives in the performance of services under this agreement and for which MOBILEHWY is legally liable . 10 . Insurance Requirements for Owner. MOBILEHWY acknowledges that the County is a political subdivision of the State of Florida and as such , is entitled to certain protection from liability under Florida law. To the extent allowed by law, the County hereby agrees to indemnify MOBILEHWY from claims arising from the negligent acts , errors or omissions of the County in the performance of the services under this agreement and for which County is legally liable. Additionally , the County hereby states that it is adequately insured against loss whether through self insurance or excess coverage . 11 . Independent Contractor. It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship of MOBILEHWY to the County is that of independent contractor, and not that of employee . No statement contained in this Agreement shall be construed to define MOBILEHWY or any of its employees as an agency or employee of the County , MOBILEHWY shall not be entitled to any of the rights , privileges or benefits of Indian River County agencies or employees . IN WITNESS WHEREOF the COUNTY and MobileHWY has caused these presents to be executed in their names , the day and year first above written . MOBILEHWY LLC , BOARD OF COUNTY COMMISSIONERS A NORTH CAROLINA LIMITED LIABILITY INDIAN RIVER COUNTY , FLORIDA CORPORATION ( printed ame)C OQ a KTitle tue� BY Jos h A. B r , County Administrat r WITNESS : Indian Rivcr count Approved Date APPROVED OR Administration 0 AND EG NC Budget I (� BY Co. At . ILLIA K . DE RAAL ASSISTANT COUNTY ATTORNEY Risk lVL1na emenl a Page 4 of 4