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HomeMy WebLinkAboutAgr 2000-12-06 (Just Results) ~~ JUST RESULTS! ~ "\'0If" ~omputer IeparOlelt MEMO To: Ann Danforth From: David Adams Company: Date: Fax Number: Total No. Of Pages Including Cover: COMMENTS: Here is the revised agreement. ~d (2 -0 -() () 840 Via Casitas / Greenbrae CA 94904/ Te/415.461.6309 / Fax 415.461.6303 TECHNICAL SUPPORT AND SERVICES AGREEMENT This Agreement is made as of the date set forth below between The Town of Tiburon hereafter known as "Client" and Just Results!, known hereafter as "Company" . This agreement supersedes the previous agreement entered into by both parties and referred to as the II services engagement agreement" . 1. Standard Services. This document sets forth the basic terms and conditions under which Company will provide various computer and management consulting services (the "Services") to Client. Company will perform the Services on a project-by-project basis. The details of each project (the Services and related products and costs) will be set forth either verbally or written form spending on the cope of the project. If computer application development services are to be performed. this agreement will contain the specifications of such program(s). 2. Payment for Standard Services and Expenses. All work will be done on a time and materials basis at rates ranging from $135 to $195 an hour. The rates charged will be based on the type of work performed and the consultant performing the work. Client aorees to pay all invoices submitted bY Comoany uoon receiot, and to reimburse Company for all reasonable expenses itemized therein which were incurred by Company in the performance of its Services. On-site projects requiring more than 2 hours of total driving time from Company offices to Client offices are subject to a four-hour minimum charge. A travel fee of $45 will be charged for all calls outside of Marin County that require less than an hour of travel time and a fee of $90 will charged for calls that require more than one hour of travel time. 3. Support Program Services. In addition to our standard services, Client has purchased Company's "Gold Level" Support program. Client may change the level of support they require with 30 days written notice. 4. Support Program Fees. The cost of the Gold Level of support $2195 per month. Client agrees to pay this amount on a quarterly basis on the 1 st of each quarter ( 3 months of fees at the beginning of each quarter). 5. Support Program Elements: a) E-mail Notification. If Client's has a full time internet connection, then e-mail notification will be enabled for the following software programs: Veritas BackupExec software. As other software is added that has the software notification feature, we will enabled that feature on those programs as well. W b) System Loa Monitorino. Company will review logs created by various software components on a weekly basis. This monitoring will happen either via PCanywhere or during our visits. These logs will include Microsoft NT event logs, Veritas BackupExec, Sonic Wall Security and Trend Anti-Virus. c) Disk Soace Monitorino. Company review disk space on client servers on a weekly basis. d) Software Uodates Notification. Company will notify Client when Microsoft has updated the following software: NT, Exchange Server, Windows 98, and Office. e) Onsite Work Visits. Client is entitled to 16 hours of onsite consulting and technical phone support per month. Onsite visits are scheduled in minimum two hour blocks of time. Scheduling is based on Company's current workload. Company will perform routine maintenance tasks during these visits and other tasks as requested by Client. These 16 hours of support purchased each month must be used each month or they are forfeited. They do not accrue. Initials I f) Resoonse Time for Comouter Network Failures. As a guideline, Company defines "Computer Network Failures" as the complete failure of one of the following components: PC-based server, Microsoft NT operating system, Microsoft Exchange Server e-mail system and Internet access. Company agrees to respond to a computer network failure within % to 1 full business day from day Client reports a problem to Company and we determine it falls within the definition of a network failure as described in this section. Final response time is governed by Company's workload. g) Eliaibilitv for Service Rate Discounts. The Gold Level support program entitles Client to purchase bulk hours at discount according to the figures contained in Appendix A. All support hours must be used within six months of the date of purchase or they are forfeited. 6. Product Acquisition. In addition to its Services, Company also provides a product buying service. Unless otherwise agreed in advance, Client will be required to prepay the cost, applicable sales tax and delivery charges for all products purchased from Company. 7. Hours of Operation. Company's office hours are Monday through Friday 8:30 a.m. to 5:30 p.m. Consultants are available during most regular business hours by phone, and in the event of emergency situations, a technician can be paged. All customer-support telephone calls will be billed at the applicable Services rate. 8. After Hours Rates. Any services performed after Company's normal office hours, during a weekday, will be charged at 1.5 times the standard rate. Any services performed on weekends will be charged at 2 times the normal rate. 9. Unforeseen Eventualities. Client agrees and understands that Company cannot predict all possible eventualities encountered in installing, upgrading or repairing hardware and/or software products. Company shall not be liable for and Client agrees to pay for time and expenses incurred in resolving problems of incompatibility or inoperability respecting such products. Company will attempt to notify client, prior to continuing its work, when and if such eventualities occur during the regular course of the performance of the Services. Upon receipt of such notice, it shall be Client's responsibility to authorize the continuance or termination of Company's work. 10. Limitation on Warranties. Company will exercise reasonable skill and diligence in the performance of its services, but does not warrant that its services will be "error-free". Company makes no warranties, expressed or implied, with respect to the products acquired pursuant to this agreement. Product warranties with respect to any products acquired by Client are set forth by the manufacturer, and Company disclaims all warranties on its own part with respect thereto, including but not limited to, any implied warranties of merchantability and fitness for a particular purpose. 11. Limitation on Liability. Company shall not be liable for any indirect, special, incidental or consequential damage suffered or incurred by Client or third parties, whether arising in contract or in tort, under or in connection with this Agreement or the services or products provided hereunder. Company's liability with respect to this Agreement and the Services and products provided hereunder, from all causes of action in the aggregate, shall not exceed the amount paid by Client to Company hereunder. 12. Use of Work Product. Client shall have nonexclusive ownership of Company's work product hereunder, including but not limited to custom software and documentation and any ideas embodied therein. Client will not be restricted in modifying or distributing such work product in any way it may wish. Company will not be restricted in developing or reselling such work product to other clients. 13. Term of Agreement. This Agreement may be terminated by either party with 5 days of written notice to the other. Upon termination of this Agreement Client agrees to pay all outstanding invoices within 10 days of the termination date. 14. Non-disclosure. Neither Company nor Client shall, without prior written consent of the other party, willfully disclose to any third party any information which, when disclosed by Client to Company, or by Company to Client, is clearly designated as confidential or proprietary information. These restrictions, however, will not apply to information that has become known to the public generally through no fault or breach of Company or Client, or that Company or Client regularly gives to third parties without restriction on use or disclosure. 15. Disputes. In the event that any controversy arise hereunder which the parties are unable to themselves resolve, either party may refer such dispute to binding arbitration before JAMS/B\lDISPUTE tribunal sitting in San Francisco, California. The award issued in such an arbitration proceeding shall be enforceable in any court of competent jurisdiction. The prevailing party in such arbitration of judicial enforcement proceeding shall be awarded its costs of such proceeding, including reasonable attorneys fees. 16. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding and inure to the benefit of the heirs, successors and assigns of the parties hereto. ACKNOWLEDGMB\lT: Client has read and understands all terms set forth in this document and by their signature below agree to engage Company for computer and management consulting services according to the terms set forth herein. By its signature below, Company agrees to perform services for Client according to the terms set forth herein. OF, the parties have executed this Agreement as of September 10,1999. By: \ "2..B-CO Date ~ ~,N\~\~1'1a. ;k;~fL~uL ~int Name an~I~~ /l.-7...~i) C-oavJdams . Date President Just Results! APPR~M A~' AN DANFORTH TOWN ATTORNEY TOWN OF TIBURON I ~~~ 1~ (J. -~ - ()D (dc-I ()A... Initials