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Konica Minolta Business Solutions U.S.A., Inc. A2013-78 KONICA MINOLTA KMBS ECM Software Assurance Agreement This Software Assurance Agreement("Agreement") is made and entered into this 12---;44 day of )ecem 20`3, by and between Konica Minolta Business Solutions U.S.A., Inc., a New York corporation, with its principal office located at 100 Williams Drive, Ramsey, NJ 07446 ("KMBS-ECM"), and the company, person or entity executing this Agreement as the"Client" in the space provided below("Client"): RECITAL: WHEREAS, KMBS-ECM is an authorized solution provider of Software and has marketed and resold to Client certain software modules of Software; WHEREAS, Client has licensed the specified software (provided in Exhibit A) from Software pursuant to the terms of an End User License Agreement (as the same may be amended or modified from time to time, the "EULA"); and WHEREAS, Client desires to obtain, and KMBS-ECM is willing to provide, maintenance and technical support services for the specified Software and the delivery of generally released upgrades and enhancements with respect to such software from Software; and WHEREAS, Client has a fully executed Master Services agreement with KMBS-ECM. NOW, THEREFORE,the parties mutually agree as follows: 1. Software Assurance Services. 1.1. Generally. KMBS-ECM shall: (1) use its commercially reasonable efforts to correct any properly reported Error(s) in the Software reported in accordance with KMBS-ECM's current policies for the reporting of Errors, and which are confirmed by Software, in the exercise of its commercially reasonable judgment; (2) use its commercially reasonable efforts to correct any properly reported defect(s) (non- conformity to functional specifications mutually agreed upon by KMBS-ECM and Client) in any configurations of the Workflow or WorkView modules of the Software that are created by KMBS-ECM or any integrations of the Software with other applications, software or hardware that are configured or created by KMBS-ECM, which are confirmed by KMBS-ECM, in the exercise of its commercially reasonable judgment; and (3) upon the request of Client, provide technical support and assistance and advice related to the operation and use of the Software by Client, or any problems with any of the foregoing. Client's report must include updated information on its installed version of the Software and information reasonably necessary to describe the circumstances under which the reported Error is manifest. KMBS-ECM shall undertake to report to Software for confirmation any reported Errors promptly after receipt of proper notice from Client. KMBS-ECM shall undertake to confirm any reported defect(s) described in clause (2) above promptly after receipt of proper notice from Client in accordance with KMBS-ECM's current defect reporting procedures. KMBS-ECM shall perform services in an effort to correct confirmed Errors in the Software or defects in configurations or integrations created by KMBS- ECM promptly after making such confirmation. Software Assurance Services generally will be available during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays, or as otherwise provided by KMBS-ECM to its end users purchasing continuing Software Assurance Services in the normal course of its business, by on-line connectivity, telephonically or both. 185069.1 2837.000 1.2. After-Hours Support. Should Client experience an emergency situation outside of normal hours, Client may contact KMBS-ECM 24 hours per day, 7 days per week, by calling KMBS-ECM's after-hours phone number of (562) 256-5342 or if no answer (818) 437-7015. KMBS-ECM's designated support engineer on call will contact Client regarding the emergency situation within a reasonable time (usually not more than 2 hours) after the page. KMBS-ECM reserves the right to notify Client that it is making unauthorized (i.e., not in an emergency situation) or excessive use of after-hours Software Assurance Services and to terminate the provision of such Services thereafter, unless Client pays KMBS-ECM for such continued after-hours Services at the rate of$315.00 per hour(with a minimum charge of one hour per call). An emergency situation is as the occurrence of an Error that causes Client's business to be materially interrupted and the Error has prevented, in a material respect, any access to or use of the Software by Client in its production environment. Client shall be informed at the time of a call if such call is considered an unauthorized or excessive use call and Client shall have the opportunity to terminate the call and delay Software Assurance Services until normal hours on the next business day. The Client also may have the option of contacting the software manufacturer directly in some cases. Additional charges may apply. If the Client opts to call the manufacturer directly, any and all charges will be billed to the Client either through the manufacturer at the time of the engagement or through KMBS- ECM, subsequent to the engagement. 1.3. Remote Access. Client acknowledges and agrees that KMBS-ECM and Software require on-line access to the Software installed on Client's systems in order for KMBS-ECM to provide Software Assurance Services hereunder. Accordingly, Client shall install and maintain, at Client's sole cost and expense, appropriate communications software as specified by KMBS-ECM; and Client shall establish and maintain, at Client's sole cost and expense, an adequate connection with KMBS-ECM and Software to facilitate KMBS-ECM's remote Software Assurance Services. 1.4. On-Site Services. Upon the reasonable request of Client, and submission of a purchase order for such services agreeing to pay for such services on a time and materials basis, KMBS-ECM may provide on- site Software Assurance Services at Client's facilities in connection with the correction of any Error(s) involving a mission critical function of the Software that is not functioning in a production environment. 1.5. Exclusions. KMBS-ECM is not responsible for providing, or obligated to provide, Software Assurance Services or Upgrades and Enhancements under this Agreement: (a) in connection with any Errors or problems that result in whole or in part from any alteration, revision, change, enhancement or modification of any nature of the Software, including any configuration of the Workflow or WorkView modules of the Software that was not undertaken by KMBS-ECM or Software or authorized in writing in advance by Software; (b) in connection with any Error if KMBS-ECM (directly or through Software) has previously provided corrections for such Error, which correction Client chooses not to implement; (c) in connection with any Errors or problems that have been caused by errors, defects, problems, alterations, revisions, changes, enhancements or modifications in the database, operating system, third party software (other than third party software bundled with the Software by Software), hardware or any system or networking utilized by Client; (d) if the Software or related software or systems have been subjected to abuse, misuse, improper handling, accident or neglect; or(e) if any party other than KMBS- ECM or Software has provided any services in the nature of Software Assurance Services to Client with respect to the Software. 1.6. Delivery of Software Updates. Delivery of software updates, patches and upgrades will be electronic only. 2. UPGRADES AND ENHANCEMENTS. KMBS-ECM will provide to Client, in accordance with Software's then current policies, all Upgrades and Enhancements to the Software released by Software during the term of this Agreement. Client acknowledges and agrees that Software has the right, at any time, to change the specifications and operating characteristics of the Software and Software's policies respecting Upgrades and Enhancements and the release thereof to its end users. Any Upgrades and Enhancements to the Software and Documentation shall remain proprietary to Software and the sole and exclusive property of Software, and 185069.1 2837.000 shall be subject to all of the restrictions, limitations and protections of the EULA. All applicable rights to patents, copyrights, trademarks, other intellectual property rights, applications for any of the foregoing and trade secrets in the Software and Documentation and any Upgrades and Enhancements are and shall remain the exclusive property of Software 3. Improper Software Use. KMBS-ECM and/or the SDC is not responsible for providing, or obligated to provide, Support Services or Upgrades and Enhancements under this Agreement if: (1) the Software has been altered, revised, changed, enhanced or modified in any manner that was not authorized in writing in advance by SDC; (2) the Error is caused by errors, defects, problems, alterations, revisions, changes, enhancements or modifications in the database, operating system, third-party software (other than third-party software bundled with the Software by SDC), hardware or any system or networking utilized by Client; (3) the Software has been subjected to abuse, misuse, improper handling, accident or neglect; or(4) any party other than KMBS-ECM or SDC has provided any services in the nature of Support Services to Client with respect to the Software. 4. Software Assurance Fees and Payment Terms. Client will pay KMBS-ECM annual Software Assurance fees identified in Exhibit A attached hereto ("Annual Software Assurance Fees"). KMBS-ECM will not have any obligation under this Agreement until receipt of payment has occurred for the designated period. The start date of service will always be rounded forwards or backwards to the 1st of a month and hereafter be known as the anniversary date. KMBS-ECM will invoice Client for subsequent Annual Software Assurance Fees at least 45 days prior to the anniversary date. In the event that add-on licenses are purchased for an existing product group during a covered Software Assurance period, the Annual Software Assurance Fees will be amortized to the established anniversary date. If a product is added for what is considered to be part of a new product group the Annual Software Assurance Fees to be added will be computed by adding the period to the anniversary date plus one year. In no event, will Client be invoiced for Software Assurance on a module or seat more than once per year and KMBS-ECM will always work with the multiple SDC's listed in Exhibit A to have all Annual Software Assurance Fees be coterminous. KMBS-ECM will provide a new Exhibit A with each renewal invoice. 5. TERM. RENEWAL AND TERMINATION. Subject to the early termination provisions of this section, the initial term of this Agreement commences on the 1st day of the month closest to the date the Software licenses are installed or delivered and expires on the first anniversary of that date. This Agreement will automatically renew for additional one (1)year terms unless it is terminated in accordance with this section. 5.1. For Convenience: Client may terminate this Agreement at any time,for any reason or for no reason, upon not less than thirty(30)calendar days advance written notice to KMBS-ECM. 5.2. For Cause: Client may notify KMBS-ECM in writing of any breach by KMBS-ECM of this Agreement specifying the nature of the breach. If KMBS-ECM has not cured the breach within 20 calendar days after receipt of written notice, or if the breach cannot be cured in that 20-day period, KMBS-ECM has not commenced a cure and continued within that 20-day period in good-faith to complete the cure, Client will be entitled, in addition to any other rights it may have under this Agreement, or otherwise at law or in equity, to terminate this Agreement. 5.3. Non-Renewal: Client may elect not to renew this Agreement at the end of the then-current term of this Agreement by written notice to KMBS-ECM no less than thirty(30)calendar days before the end of the then-current term of this Agreement. If notice is not received then this Agreement will automatically renew on the expiration date. 5.4. Automatic Termination. This Agreement terminates automatically, without any other or further action by either party, immediately upon any termination of the EULA or in the case where the version of the Software that is current installed by the Client is no longer a supported version by the SDC. 5.4.1.KMBS-ECM may give written notice to Client of any breach by Client or other failure by Client to comply with any material term or condition of the EULA or this Agreement, specifying the nature of 185069.1 2837.000 the breach or non-compliance and requiring Client to cure the breach or non-compliance. In addition to any other rights it may have under this Agreement, KMBS-ECM may terminate this Agreement if in the case of non-payment, any breach of the EULA or any breach of this Agreement, Client has not cured the breach or non-compliance within 20 calendar days after receipt of that written notice. 5.5. If this Agreement is terminated by Client pursuant to convenience or by the KMBS-ECM for cause, Client must pay KMBS-ECM for: (A)all Software Assurance Services provided on a time and materials basis on or prior to the effective date of termination; (B)all Annual Software Assurance Fees past due with respect to any period occurring prior to the effective date of termination; and(C)all incidental costs and expenses incurred by KMBS-ECM at any time on or prior to the effective date of termination and previously approved by Client in writing. 5.6. If this Agreement is terminated by Client for cause, KMBS-ECM shall refund to Client a pro-rated portion of its Annual Software Assurance Fees, based upon the number of months remaining until the end of the current term of the Agreement. In the case where the Client is terminating this Agreement for cause, but is continuing to use the Software, Software Assurance fees will not be refunded, as these services would continue to be available through the SDC. 5.7. The termination of this Agreement will not discharge or otherwise affect any obligations of either party existing under the Agreement before, or at the time of termination. The provisions of this Agreement which by their nature extend beyond the termination of the Agreement will survive and remain in effect until all obligations are satisfied. 6. PAYMENT REMIT DATE AND LATE PAYMENT. Client will pay all invoices for Annual Software Assurance Fees for the upcoming year in full on or before the last day of the then-current term of this Agreement. Client will pay the invoice for the Annual Software Assurance Fees for the period prior to the anniversary date occurring. Late payments may require a reinstatement fee up to 20% of the annual amount to re-instate the service and upgrade assurance. EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT. CLIENT SHALL HAVE NO RIGHT TO REINSTATE THIS AGREEMENT FOLLOWING THE TERMINATION THEREOF FOR ANY REASON. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the Effective Date. CITY OF CHINO HILLS "KMBS-ECM" Konica Minolta Business Solutions, U.S.A. By: OAt VI � By: Name: Kathleen A. Blomo Name: Les Walker Title: Actino City Manager Title: President Date: � Date: t t/•z-7 /I 3 y 0 / 185069.1 2837.000 EXHIBIT A Software Assurance / Maintenance Summary Terms of maintenance are subject to details outlined in the Master Services Agreement and Software Assurance Agreement. Payment must be received prior to beginning service date to avoid an additional 20% reinstatement fee. Service Date: 7/1/13—6/30/14 Module ID Description Qty License Extended Fee Maintenance 19.5% AIMPW1 Multi-User Server 1 $5,000.00 S975.00 CTMPC1 Concurrent Client 18 $1,200.00 S4,212.00 TXMPC1 Full-text Indexing for Microsoft Concurrent Client 18 $200.00 $702.00 FXMPI1 Full-text Indexing for Microsoft Server 1 $5,000.00 $975.00 TXMPW1 Full text indexing for Microsoft workstation client 2 $100.00 $39.00 DIMPW1 Production Document Imaging(Kofax or Twain)(1) 1 $5,000.00 $975.00 DIMPW2 Production Document Imaging(Kofax or Twain)(2+) 1 $2,000.00 $390.00 DPMPW1 Document Import Processor 1 $5,000.00 S975.00 IAMPW1 Automated Indexing 1 $10,000.00 $1,950.00 OCMPW1 Batch OCR 1 $1,500.00 $292.50 AOMPW1 Ad-hoc Document OCR 1 $500.00 S97.50 WTMPWI Web Server 1 $10,000.00 S1,950.00 WLMPW1 Workflow Workstation Client(1-20) 3 $1,250.00 $731.25 Total Due $14,264.25 Please contact your Account Representative with any questions regarding Annual Software Assurance Contract Summary, please contact your Account Manager. 185069.1 2837.000