HomeMy WebLinkAbout5.533 Original Contract
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5.5d3
LICENSE,
MAINTENANCE AND
SOFTWARE SUPPORT
AGREEMENT
SUNPRO, Inc. a Washington State corporation, hereby grants the licensee a
nonexclusive, nontransferable license to use the SUNPRO fire service
software and related materials subject to the following provisions:
1 Definitions
1.1 "Product and Software" means the computer software and services
purchased pursuant to this Agreement, and any related documentation,
whether in printed or machine readable form, which documentation
SUN PRO makes generally available to its customers. Product does not
include third-party software and database products purchased from
Sunpro (Le. Crystal Reports, Microsoft SOL Server, etc.). Product and
Software are identified in Appendix A - Licensee Registration.
1.2 "Updates" mean maintenance releases (Le. software error corrections)
to Product, which SUNPRO provides without charge to maintenance
customers.
1.3 "Delivery Date" means that date on which the Product is delivered to
and received by the Client.
1.4 "License Period" means the term of this Agreement.
1.5 "Maintenance Period" means the term for which the Annual
Maintenance Fee has been paid.
1.6 "Contract Signing" means the date on which this license agreement is
signed by the client.
1.7 "Licensee": This.Software License is by and between Sunpro, Inc. and
. >,
1.8 "Client" means the department or departments that are licensed to use
the Product and Software identified in this agreement.
2 Grant of Non-Exclusive License. Subject to the provisions of this
agreement, SUNPRO hereby grants Client a non-exclusive, nontransferable,
perpetual license to use and execute the Product in object code form for
CLIENT's own internal 9perations, including the merging of the Product and
any Updates into other programs for CLIENT's own use, provided that any
portion of the Product so merged shall be subject to the terms of this
Agreement.
2.1 Limitations
2.1.1 Copies: CLIENT shall be entitled to make copies of the Product and
any Updates for backup, disaster recovery, archival, training and test
purposes only. Any copy made shall be subject to the terms and
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conditions of this Agreement, including Section 5.2 herein, and any
other agreements executed by and between CLIENT and Sunpro.
2.1.2 Export Control Act: CLIENT agrees to comply with the requirements
of the United States Export Administration Act of 1979 and any
amendment thereto, and with all relevant regulations of the Office of
Export Administration, U.S. Department of Commerce.
3 Maintenance and SuPPort.
3.1 SUN PRO will provide CLIENT with ongoing Support and Maintenance
services during the Maintenance Period for Product and Software listed in
Appendix A, pursuant to the terms set forth in this License, Maintenance,
and Software Support Agreement. Such services shall include:
3.1. 1 Telephone Support. Sunpro will provide toll free telephone support
service for a minimum of 11 hours per day, five days per week, on the
use of the Product and assistance in error isolation and correction, as
more fully described in Addendum B to this Agreement;
3.1.2 Software Error Correction. Upon discovery of software errors,
CLIENT will first follow the error procedures specified in Sunpro's
documentation. If these procedures do not correct the software error,
CLIENT shall immediately notify Sunpro pursuant to the guidelines
set forth in Addendum B. Sunpro shall attempt to reproduce and
verify the error and, if so verified, will correct the software error in
accordance with Addendum B. If Sunpro is unable to reproduce the
software error, Sunpro personnel may travel (at Sunpro's option) to
CLIENT to reproduce and correct the error. If the reported problem is
determined to be an equipment or third party software problem or
otherwise not attributable to the Sunpro software, CLIENT shall pay
Sunpro's travel expenses incident to the on-site visit, and Sunpro's
hourly labor rate at the then-current rate for software support and
consulting, subject to CLIENT's approved budgeting and
appropriation for such expenditures. If the software error is attributed
to Sunpro software Sunpro shall be responsible for all costs incurred
in the correction of the error.
3.1.3 Prompt investigation and resolution of any errors, defects or other
problems reported to SUNPRO;
3.1.4 Updates to the Product, as they become available. Unless
otherwise indicated, product updates will be available to the CLIENT
as downloads from the Sunpro Web Server on the Internet.
3.1.5 Equipment, Third-Party Software and Third Party Products.
Equipment, Third-Party Software and Third Party Products acquired
under this Agreement or from Sunpro are warranted by the
manufacturers or licensors thereof. Such warranties as are granted
to Sunpro shall be passed through to Client. Other such warranties
will be granted directly to Client. If, during the warranty period for an
item of Equipment, Third-Party Software or Third Party Products,
Client determines that such items do not perform as warranted, Client
may contact Sunpro using the procedures described in Addendum 1.
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Sunpro shall provide reasonable assistance to Client in trouble-
shooting the reported problem and in assisting Client in making
claims under the above described third party warranties.
Notwithstanding the above, Sunpro makes no warranties, express or
implied, with respect to such Equipment, Third-Party Software or
Third Party Products except that, during the Warranty Period
specified herein, the Sunpro Software shall be compatible therewith
(Le., shall communicate, share data and otherwise work together with
such items without additional software or hardware not specified in
this Agreement) when used and maintained as specified or instructed
by Sunpro.
3.2Termination of Support and Maintenance Oblioations
3.2.1 SUNPRO's maintenance and support obligations hereunder shall
terminate on the first anniversary (as defined in section 4.2 below)
and thereafter on subsequent anniversaries, unless CLIENT elects to
purchase additional support by payment of the Annual Support and
Maintenance Fee (as specified in section 4 below)
3.2.2 SUNPRO's maintenance and support obligations hereunder shall
terminate automatically upon the modification of the Product
excluding related documentation (or any portion thereof) by CLIENT,
provided however, that this provision does not suggest or imply that
CLIENT possesses the right to modify the Product.
3.30blioations bv CLIENT's With Respect to Maintenance
3.3.1 CLIENT agrees to limit Support and Maintenance calls to SUNPRO
to two named contacts, one primary and one secondary. CLIENT will
provide these names to SUNPRO during installation. CLIENT may
modify contact names every six months or as agreed tc;:> by SUNPRO.
3.3.2 For Remote Access Telephone support, CLIENT will provide
SUNPRO with 24 hour dial - up computer access to the Product for
problem investigation, analysis and other maintenance needs.
SUNPRO agrees to inform CLIENT of the nature of its dial up
activities and obtain CLIENT approval prior to each access.
3.4 Effect of Termination of Maintenance and Support Obligations. In the
event that SUNPRO's maintenance and support obligations are
terminated in accordance with the terms and conditions of the Agreement,
CLIENT shall have no further rights to Updates or support for the Product.
4. Payments
4.1. License Fee. CLIENT agrees to pay SUNPRO the License Fee set forth
in APPENDIX A - Licensee Registration.
4.2. Maintenance and Software Support. The initial Annual Maintenance and
Software Support fee as set forth in APPENDIX A is in addition to the
License Fee, is due and payable at delivery of the software to the client,
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and is prorated to an anniversary date of either January 1 st or July 1 st.
Thereafter, on or before the anniversary date, the Client may purchase, at
the then current rates, additional Maintenance and Software Support. If
Client fails to keep an annual Software Support Agreement in effect, any
resumption of such annual support shall be subject to a support
resumption fee in addition to applicable software support fees. In the
absence of a currently effective Software Support Agreement, Software
Maintenance and Support shall be provided at Sunpro's sole discretion
and shall be subject to the then-current hourly rates, plus Upgrade license
fees, expenses and other charges.
4.3, Late Charoes. Payments will be considered overdue after 30 days from
the date due. Any overdue payments shall be subject to a service charge
equal to the lesser of (a) one and one-half percent (1-112%) per month, or
(b) the maximum percentage rate amount allowed by law.
4.4. Taxes. Any sales, use, value-added or other taxes arising from
transactions made in connection with or pursuant to this Agreement
(other than taxes based upon SUNPRO's income), shall be borne by the
CLIENT.
5. Ownership
5.1. Ownershio by SUNPRO. SUNPRO shall retain all proprietary and
intellectual property rights in the Product. The license granted to CLIENT
herein does not convey any rights of ownership in and to the Products.
All right, title and interest in the Products and in any idea, know-how and
programs which may be developed by SUN PRO in the course of
providing any technical services, including any updates, enhancements or
modifications made to the Product, shall at all times remain the property
of SUNPRO.
5.2. Intellectual Prooertv Riohts Notices. CLIENT shall reproduce SUN PRO's
proprietary rights notice(s) on any archival and backup copies of the
Product made.
6. Confidential Information
6.1 Nondisclosure. Each party agrees that it will not knowingly disclose to
any third party any Confidential Information belonging to the other party and
will prevent the unauthorized disclosure of such Confidential Information. In
no event will any party use less care to maintain the Confidential Information
of the other party than it uses to maintain its own Confidential Information.
6.2 Confidential Information. Confidential'lnformation may include (but is not
limited to) information concerning business methods, business plans,
concepts, and test results, including the results of any evaluation of the
Product(s). Confidential Information specifically includes CLIENT's patient,
donor and test results data. CLIENT acknowledges that Product and any
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Updates contain valuable trade secrets and CLIENT agrees to treat the
Products as Confidential Information of SUNPRO.
6.2.1. Confidential Information does not include
information which is or becomes publicly available through no act
or omission of the other party;
ii information of a party, which that party discloses to a third party
without restriction on disclosure;
iii information which is independently developed; or
iv information which is previously known to the receiving party
without nondisclosure obligations.
6.3 Survival of Obliaation. The nondisclosure obligations set forth herein
shall survive the expiration or termination of this Agreement.
6.4 Verification. CLIENT agrees to maintain appropriate records of the
number and location of all copies or partial copies of the Products that may be
made for CLIENT's internal use (including test, archival and backup copies).
On SUNPRO's reasonable request, CLIENT shall furnish SUNPRO with a list
of the location, type and serial number of any and all computers on which the
Product is installed and of the location and usage of all copies made by
CLIENT.
7 Indemnity
7.1 Indemnitv bv SUNPRO. SUNPRO represents and warrants that it has the
right and authority to enter into and to grant the rights described in this
Agreement. SUNPRO will defend, indemnify, and/or settle at its own
expense any action brought against the CLIENT, its trustees, officers,
agents and employees to the extent that such action is based on a claim
that the Product infringes any patent, trade secret or copyright of any third
party enforceable in the United States, provided that:
7.1.1. SUNPRO is promptly notified in writing of the claim;
7.1.2. SUNPRO has sole control of the defense and of any negotiations
for its settlement;
7.1.3. CLIENT provides SUNPRO with reasonable assistance, information
and authority necessary for SUNPRO to conduct a defense or to
negotiate a settlement;
7.1.4. such claim does not arise from the use of a superseded or modified
release of the Product;
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7.1.5. should the Products become, or in SUNPRO's opinion be likely to
become, the subject of any such claim of infringement, then CLIENT
will permit SUNPRO, at SUNPRO's option and expense, either to
procure for CLIENT the right to continue using the Products or to
replace or modify the Products or portion thereof to be non infringing
with substantially the same functionality.
This section states SUNPRO's entire liability for infringement or alleged
infringement of copyright, patent or trade secrets by the Product.
7.2 Indemnity by CLIENT. CLIENT will defend or settle, at it's own expense,
any action brought against SUNPRO to the extent that it is based on a
claim that any of the CLIENT's internally developed software
incorporating and/or utilizing the Product infringes any patent, copyright,
or trade secret right of any third party enforceable in the United States,
provided that:
7.2.1. CLIENT is promptly notified in writing of the claim;
7.2.2. CLIENT has sole control of the defense of the claim and of any
negotiations for settlement of the claim;
7.2.3. SUNPRO provides CLIENT with reasonable assistance,
information, and authority to perform the above.
This section states CLIENT's entire liability for infringement or alleged
infringement of patent, copyright or trade secrets by CLIENT's internally
developed software incorporating and/or utilizing the Product.
8 Warranty and Disclaimers of Warranty
8.1 Warranty. SUNPRO warrants that; when delivered, the Product will
operate substantially in accordance with published documentation when
operated in the intended hardware and operating system environment,
including the user guides and documentation provided with the Product.
These warranties and Sun pro's maintenance obligations shall not apply if
errors or problems result from CLIENT's negligence or improper use of
the Product. Except as otherwise set forth in this Agreement, Sunpro
does not warrant that the product will operate without interruption or be
free of errors.
8.2 Limitation of Remedy. For any breach of warranty set forth in Section 8.1
above, CLIENT's exclusive remedy and SUN PRO's entire liability shall be
limited to the correction or replacement, as soon as possible, of any
Product, Product part, media or service which SUN PRO determines will
remedy the operating problem; provided, however, that if Sunpro is
unable to repair, correct or replace the Product within 90 days of receiving
notice of the problem, CLIENT may seek any and all other remedies
available to it under any of its agreements with Sunpro.
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8.3 Disclaimer of Warranty. EXCEPT AS SET FORTH IN THE
IMPLEMENTATION AGREEMENT, THE WARRANTIES SET FORTH
ABOVE ARE EXCLUSIVE AND IN LIEU OF All OTHER WARRANTIES,
EXPRESS OR IMPLIED, WITH REGARD TO THE PRODUCTS.
8.4 Allocation of Risks. Section 8 of this Agreement allocates the risks under
this Agreement. Sunpro's pricing reflects the allocation of risk and
limitations of liability set forth herein.
8.5 Except as otherwise provided in this Agreement or an agreed upon
Statement of Work, Sunpro shall not be liable for indirect, special, cover,
reliance, incidental, or consequential damages (including loss of
anticipated revenue or loss resulting from business disruption), even if
Sunpro has been advised of the possibility of such damages. Sunpro's
liability for damages hereunder shall in no event exceed the amounts
received by Sunpro as the license fee.
8.6 Sunpro further represents and warrants that the Sunpro Software,
including Updates thereto, shall be Year 2000 Compliant. For purposes
of this Agreement, the term "Year 2000 Compliant" means, with respect to
the Sunpro Software, that the Sunpro Software accurately processes
date/time data (including but not limited to calculating, comparing, and
sequencing) from, into, and between the twentieth and twenty-first
centuries, and the years 1999 and 2000 and leap year calculations (as
well as processes and procedures that are not date related but that may
rely upon the results of date related processes or procedures in order to
properly function), to the extent that other information technology, used in
combination with the Sunpro Software being acquired, properly
exchanges date/time data with it. Without limiting the generality of the
foregoing, the Year 2000 representation and warranty given herein is
subject to and conditional upon Client operating the most current version
of the Sunpro Software made available to it, as well as Year 2000
Compliance of hardware, firmware, software, data and other facilities with
which the Sunpro Software operates, interfaces or otherwise
communicates. Sunpro makes no Year 2000 representations or
warranties, express or implied, with respect to hardware, firmware,
software, data or other facilities manufactured, developed and/or provided
by third parties.
8.7 Sunpro further warrants and represents that the Sunpro Software does
not contain any "back door", "time bomb", "Trojan horse", "worm", "drop
dead device" or other program routine or hardware device inserted and
intended by Sunpro to provide a means of unauthorized access to, or a
means of disabling or erasing any computer program or data, or
otherwise disabling the CAD System. (Nothing herein shall be deemed to
constitute a warranty against viruses.)
8.8 The warranties provided in this Section 8.0 shall not apply and the Sunpro
Software will be licensed AS IS for the period during which any of the
following conditions occur:
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8.8.1. Problems in the Sunpro Software are caused by modification of the
Sunpro Software, Third Party Software or Equipment by Client or a
third party whether or not permitted hereunder.
8.8.2. Problems in the Sunpro Software are caused by the Sunpro
Software not being used in accordance with the Sunpro
Documentation, or other instructions provided by Sunpro, or by
misuse or neglect by Client or its assigns.
8.8.3. Problems in the Sunpro Software are caused by the Sunpro
Software being used in conjunction with or to interface with any
software not specified as compatible in the Sunpro Documentation.
8.8.4. Problems in the Sunpro Software are caused by equipment which
does not meet the configuration requirements specified in Sunpro
Recommended Hardware Specifications or by failure of Client to
maintain the requirements listed in the Sun pro Recommended
Hardware Specifications.
8.8.5. Problems in the Sunpro Software are caused by one or more
computer viruses that have not been introduced into Client's system
by Sunpro. Client is responsible for acquiring, maintaining, and using
up to-date virus checking software, and is responsible for checking all
software received from Sunpro or any other person or entity for
viruses before introducing that software into any part of the RMS
System. Upon special request by Client, Sunpro will provide Updates
on media rather than direct downloading to facilitate this virus
checking. If, despite such check, a virus is introduced from Sunpro,
Sunpro will provide a virus-free copy of the software, and will, at its
expense, reload RMS software (but not data) affected by the virus.
Client shall be responsible for reloading its data and, to that end, shall
practice recommended back-up procedures for the RMS system.
8.8.6. Problems in the Sunpro Software are caused by Third-Party
Software, including but not limited to operating system software.
8.8.7. Problems in the Sunpro Software are caused by lack of Year 2000
Compliance of hardware, firmware, software, data or other facilities
manufactured, developed and/or otherwise provided by third parties.
8.8.8. Except as provided below, problems caused by equipment or
software provided by third parties with which the Sunpro Software
interfaces, including but not limited to problems caused by changes in
such equipment or software. If such changes occur which require
modifications to the Sunpro Software, such modifications shall be
subject to additional charges by Sunpro at its then current rates for
engineering and technical support.
9 Term and Termination
9.1 Term and Termination. The terms of this Agreement commence on the
delivery date of this software and shall continue until terminated by the
parties. Neither party may terminate this agreement unless for "cause."
With respect to the performance of CLIENT, cause shall mean failure to
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make any payment due under this Agreement within 10 days after notice
of nonpayment or any other material breach of the representations,
warranties, covenants or agreements of CLIENT contained in this
Agreement. With respect to the performance of Sun pro, cause shall
mean a material breach of the representations, warranties, covenants or
agreements contained in this agreement.
9.2 Updates and Support after Termination. Upon the effective date of
termination of this Agreement, CLIENT shall have no further rights to
Updates or support for the Product.
9.3 Survival of Oblioations. The following obligations will survive termination
of this Agreement for any reason:
9.3.1. All obligations relating to nonuse and nondisclosure of confidential
information;
9.3.2. All obligations relating to indemnification and protection of
proprietary and intellectual rights;
9.3.3. All obligations to make payments of amounts that are or become
due under this Agreement prior to termination.
9.4 No Damaoes Due to Termination. Neither party will be liable to the other
for any damages, whether direct, indirect, incidental, consequential, or
otherwise, as a result of terminating this Agreement in accordance with
the terms and conditions herein.
10 Dispute Resolution.
10.1 The parties desire, if possible, to resolve disputes, controversies
and claims ("Disputes") arising out of this Agreement without litigation. To
that end at the written request of a party, each party shall appoint a
knowledgeable, responsible management representative to meet and
negotiate in good faith to resolve any Dispute arising under this
Agreement. The parties intend that these negotiations be conducted by
non-lawyer, business representatives. The discussions shall be left to the
discretion of the representatives. Discussions and correspondence
among the representatives for purposes of these negotiations shall be
treated as confidential information developed for purposes of settlement,
shall be exempt from discovery and production, and shall not be
admissible in any action or proceeding arising under or concerning this
Agreement without the concurrence of all parties. Documents identified in
or provided with such communications, which are not prepared for
purposes of the negotiations, are not so exempted and may, if otherwise
admissible, be admitted in evidence in any such action or proceeding.
10.2 If the negotiations do not resolve the Dispute within sixty (60) days
of the initial written request, the Dispute shall be submitted to non-binding
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mediation with a mediator chosen by mutual agreement of the parties or,
in the absence of such agreement, with Judicial Dispute Resolution, LLC.
10.3 Each party shall bear its own cost of these dispute resolution
procedures. The parties shall equally share the fees of the mediation and
the mediator
11 Notice. Leaal Address. any written notice required by this Agreement shall
be provided by first class mail, sent to the designated person at the following
address:
FOR CLIENT
Naomi Wu, Communications Manager
Port Angeles Police Department
321 East 5th Street
Port Angeles, Washington 98362
with a copy to:
FOR SUN PRO, INC.
G. Kenneth McAllister, CEO
Sunpro, Inc.
One Orchardvale Road
Zillah, WA 98953
12 Miscellaneous Provisions.
12.1 Assignment. Neither party may assign any rights or delegate any duties
under this Agreement without the prior written consent of the other party.
Provided however that such consent shall not be unreasonably withheld.
12.2 Amendments. This Agreement and all Schedules attached hereto may
be amended only by an instrument in writing executed by all the parties.
12.3 Entire Agreement. This Agreement sets forth the entire understanding
of the parties with respect to the subject matter of this Agreement and
supersedes any and all prior understandings and agreements, whether
written or oral, between the parties with respect to such subject matter.
12.4 Severability. If any provision of this Agreement shall be invalid or
unenforceable in any respect for any reason, the validity and
enforceability of any such provision in any other respect and of the
remaining provisions of this Agreement shall not be in any way impaired.
12.5 Waiver. A provision of this Agreement may be waived only by a written
instrument executed by the party waiving compliance. No waiver of any
provision of this Agreement shall constitute a waiver of any other
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prOVISion, whether or not similar, nor shall any waiver constitute a
continuing waiver. Failure to enforce any provision of this Agreement
shall not operate as a waiver of such provision or any other provision.
12.6 Time of Essence. Time is of the essence for each and every provision
of this Agreement.
12.7 No third-Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to confer on any person, other than the parties to
this Agreement, any right or remedy of any nature whatsoever.
12.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
12.9 Headings. The headings used in the Agreement are solely for
convenience of reference, are not part of this agreement, and are not to
be considered in construing or interpreting this agreement.
12.10 Counterparts. This agreement may be executed by the parties in
separate counterparts, each of which when executed and delivered shall
be an original, but all of which together shall constitute one and the
same instrument.
12.11 Ambiguity. This Agreement has been prepared and negotiations
herewith have been conducted by the joint efforts of all parties, and the
parties agree that any perceived ambiguity herein is not to be
interpreted against any of the parties.
12.12 FORCE MAJEURE/EXCUSABLE DELAY Neither party shall be
responsible for failure to fulfill its obligations hereunder or liable for
damages resulting from unforeseen circumstances or causes beyond
the non-performing party's reasonable control, including but not limited
to delay of carriers, complete or partial shutdown of plant, unavailability
of equipment or software from suppliers, default of a subcontractor if
such fault arises out of causes beyond such subcontractor's control,
acts of God, war, riot or insurrection, embargoes, acts of government,
civil or military authorities, catastrophe, fire, floods, strikes, shortages of
transportation, facilities fuel, energy, labor or material acts of a public
enemy, or the actions or omissions of the other party or its officers,
directors, employees, agents, contractors or elected officials and/or
other similar occurrences beyond the non-performing party's reasonable
control. In the event of such delay, Delivery or performance shall be
extended for a period of time as may be reasonably necessary to
compensate for such delay.
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By signing this Agreement, the parties acknowledge that they have read and agreed to
the terms and conditions herein.
CLIENT
BY:~~~
~
~~r
~o
. (date)
SUNPRO, INC.
a Washington corporation
By: &:ci~
Chief Executive Officer
3;;'J h .J
(date)
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Sunpro, Inc
One Orchardvale Road
Zillah, WA 98953
Ph: 509-829-4272 Fx: 509-829-3456
APPENDIX A
Document Date:
pemcom 113
02/14/2000
Pen Com
321 East 5th Street
Port Angeles, WA 98362
Contact: Naomi Wu
Fax: 360-417 -4909
Customer Purchase Order
Customer ID Number
Description
Department
Port Angeles FD
Clallum County Fire District #2
Clallum County Fire District #3
Clallum County Fire District #4
# of Sites Unit Cost
Cost Adj.
Extended Price
1
1
1
1
r
FlreRMS 5.0 Annual Maintenance
SMS Cadi ink Software
SMS Cadhnk Annual Maintenance
Implementation for Cadlink**
- Travel expenses will be billed at actual at time of service
*
2,493.75
4,995.00
999.00
3,500 00
2,493.75
4,995.00
999.00
3,500.00
up to 5
Other training and implementation would be at 850.00 per day plus expenses.
Annual Maintenance provides you with telephone
support, internet support and software updates. Software
Annual Maintenance
Third Party Software
ServcieslTraining
Tax
Total:
Terms: Net 30 days. Late Accounts will be billed 1 5% per month.
We also accept VISA/MC, 08111-800-786-7761 to make these arrangements
4,995.00
3,492.75
3,500 00
379 62
11,987.75
*Reduced number of fire stations
Page 13 of 17
ADDENDUM B
SUNPRO SOFTWARE ERROR CORRECTION
GUIDELINES AND PROCEDURES
All Software Errors reported by CLIENT employees shall be resolved as set forth below.
Initial response by Sunpro will be based upon the priority assigned by CLIENT's primary or
secondary contact. Resolution response will be based upon the priority jointly agreed on by
Sunpro and CLIENT. CLIENT shall specify a Primary and Secondary contact person at
each RMS site who will be the focal point for all RMS activity.
If CLIENT determines that a Software Error exists, CLIENT shall immediately notify Sunpro
by telephone, followed by an error report in writing, setting forth the defects noted with
specificity requested by Sunpro. The written report must be faxed to Sunpro at (509) 839-
3942. Telephone notification will be made to Sunpro's support line at (800) Sunpr01 ((800)
786-7761).
"Normal Business Hours" are 7:00 a.m. through 6:00 p.m. (Pacific Standard Time), Monday
through Friday, excluding holidays.
The main support line will be answered either by an attendant or automated attendant at all
hours. During Normal Business Hours, the attendant will ring the support department line.
If a support representative is available, the call will be handled immediately. If all
representatives are busy, the CLIENT employee will be given the option to leave a message
or return to the receptionist. In the case of priority-one problems as noted below, the
CLIENT employee shall alert the receptionist. All other problems may operate on a call-
back basis after leaving a message in the support voice mailbox.
During Normal Business Hours, each trouble report will be assigned a software trouble
report number. The number shall be used for all subsequent inquiries relating to the original
Software Error report.
CLIENT's subscribing to optional dial-in support shall provide Sunpro with a dedicated ISDN
and a separate standard telephone data modem line in each area in which RMS Server or
interface equipment is installed to enable Sunpro to access, diagnose, update or install a
workaround to the system. CLIENT shall additionally provide a voice telephone line located
in each such area to allow simultaneous voice and data access.
At the time of execution of this Agreement, "Priority One" support as described in this
addendum is not available on a 24 hour per day, 7 day per week basis. At such time as
Sunpro implements "Priority One" on a 24 hour per day, 7 day per week support for any of
its clients, CLIENT shall be entitled to that same Priority One service as set forth in this
addendum. Until that time all telephonic support shall be consistent with those telephonic
support services offered to any of its clients, but in no case less than Normal Business
Hours.
If the problem is not a Priority One issue, Sunpro will operate on a callback basis. If
requested or so stipulated in the response time criteria below, a Sunpro representative will
return the call in a manner consistent with the priority and order in which the call was
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received. CLIENT shall make every effort to respond to Sunpro in a timely fashion when
requests are made to follow-up calls or additional documentation on the reported problem.
Priorities are assigned as follows:
Priority One
Hours of Availability.
Normal Business Hours
Description:
A critical software error which severely impacts the ability of
CLIENT to perform dispatch functions. Such Software Errors
include'
.. Software Server software lockup
.. Data corruption caused by Sunpro Software
.. Inability to transfer Incident information from or to CAD.
Initial Response:
Sunpro Will respond with a call back within an average of thirty (30)
minutes during Normal Business Hours.
Resolution Response.
Sunpro will work continuously to provide CLIENT with a workaround
solution or to completely resolve the problem.
Notification:
It is the responsibility of CLIENT to notify Sunpro of a Priority-One
Issue. Sunpro will update the CLIENT supervisor of progress
frequently during problem resolution and provide a final report of
the status of the system once the workaround has been provided or
the problem has been resolved.
Priority Two
Hours of Availability:
Normal BUSiness Hours
DeSCription:
A non-critical Software Error, which prevents the CLIENT from
performing a data entry or system administration function and
Reporting errors or calculation problems. These do not include
cosmetIC, documentation, or reporting problems. These also do not
include questions or inquines regarding the operation of the
software or its installation and training
Initial Response:
Sunpro will respond with a call back within an average of one (2)
hours during identified hours of availability .
Resolution Response:
Sunpro will provide a workaround for CLIENT when possible within
an average of twenty-four (24) hours. Sunpro will prOVide a
problem resolution in the form of an Upgrade or modification to the
Software in an upcoming Update.
Notification:
Sunpro will notify the local CLIENT supervisor when a workaround
has been provided or the prOblem has been resolved. Sunpro will
provide CLIENT a monthly list of outstanding and resolved issues
showing all problems reported during the period or unresolved as of
the date of the report
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Priority Three
Hours of Availability.
Description:
Initial Response:
Resolution Response
Notification:
Normal Business Hours
All other software or documentation errors not descnbed above.
These include but are not limited to:
.. Documentation inaccuracies
.. Cosmetic Issues
.. Misspellings
.. Questions or inquiries relating to Sunpro Software functionality,
system administration or installation
Sunpro will not respond to these items unless specifically requested
to do so at the time of the request. If a reply IS requested, Sunpro
will respond within an average of twenty-four (24) hours during
Normal Business Hours.
Sun pro will correct documentation errors in upcoming releases of
the documentation.
Sunpro will notify the local CLIENT supervisor when a workaround
has been provided or the problem has been resolved. Sunpro will
provide CLIENT a monthly list of outstandmg issues and resolutions
showing all problems reported during the period or unresolved as of
the date of the report.
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ADDENDUM C
First Amendment to SunPro License, Maintenance and
Software Support Agreement
Between
The City of Port Angeles
and
SunPro, Inc.
This is a First Amendment to the standard SunPro License Maintenance and Software
Support Agreement by and between the City of Port Angeles and SunPro, Inc.
WHEREAS, the parties wish to amend the Agreement to comply with
Washington State law and modify liability language,
WHEREFORE, the parties, in consideration of the mutual covenants contamed
herein, hereby agree as follows:
1. The subparagraph 6.2.1 b shall be added to Section 6 Confidential Information as
follows: "Information which is required to be disclosed by Washington State
Law".
2. The language in Section 7 Indemnitv, subsection 7.1.4 shall be modified as
follows: "This exemption only applies if the City has notice from Sun Pro or the
notice is posted on the SunPro Internet Web site that a release has been
superseded or modified".
IN WITNESS WHEREOF, the parties hereto have executed this instrument as signed
and dated below.
City of Port Angeles:
By:
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Date:
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SunPro, Inc.:
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Date
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