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HomeMy WebLinkAboutC11-129 Ensoft Consulting Inc.T' MASTER CONSULTING AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND ENSOFT CONSULTING, INC. This Master Consulting Agreement ("Agreement") dated as of this day of v,4 L� , 2011, is between the County of Eagle, State of Colorado, a body corporate and po itic, by and through its Board of County Commissioners ("County"), Ensoft Consulting, with its principal place of business at 4128 Sun Meadows Street, Plano, TX 75024 ("Consultant"). WHEREAS, the County solicited bids for design and build services for a computerized maintenance management system; and. WHEREAS, Consultant is a consulting firm and an authorized reseller of computerized maintenance management software produced by Maintenance Connection, Inc. (the "Software"); and WHEREAS, Consultant was chosen as the successful bidder for the re -sale, installation and implementation of the Software by Consultant, along with first-year support services to be performed by Maintenance Connection, Inc. ("Vendor") as Consultant's subcontractor; and - WHEREAS, Consultant has represented that the Software will comply with the specifications identified in Consultant's proposal attached hereto as Exhibit "A" and incorporated herein by this reference and that it has the experience and knowledge in the subject matter necessary to provide the services outlined in Section 1.1 hereunder for a one year term; and. WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the services and related terms and conditions to govern the relationship between Consultant and County in connection with the services. Aureement Therefore, based upon the representations by Consultant set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Services Provided: 1.1 The Consultant will provide the Software and installation services as more particularly set forth in the attached Exhibit "B" and will facilitate the provision of first year support services to be provided by Vendor as more particularly set forth in the attached Exhibit "C" (hereinafter collectively called "Consulting Services"). Exhibits B and C are incorporated herein by this reference. The Consulting Services are generally described as providing and installing the Software and facilitating first-year support services for the proper implementation of the software within the County system. 71 1.2 It is anticipated or possible that County will utilize Consultant for other services on an as - needed basis. Any such additional services will be through a signed written amendment to this Master Consulting Agreement. Consultant shall not perform any additional services without an executed amendment. Such amendment will set forth the scope of work for the additional services. Except as may be expressly altered by the amendment, all terms and conditions of this Master Consulting Agreement shall control. To the extent the terms and conditions of this Agreement may conflict with the Exhibits to the Agreement or any future exhibits or amendments, the terms and conditions ofthis Agreement shall control. 1.3 The Consultant agrees that Consultant will not knowingly enter into any consulting arrangements with third parties that will conflict in any manner with the Consulting Services. 1.4 Consultant has given the County a proposal for performing the Services and represented that it has the expertise and personnel necessary to properly and timely perform the Consulting Services. Consultant also warrants that the Software will conform to the specifications and representations provided in Exhibit A. 2. Term of Agreement 2.1 This Agreement shall commence on the agreement date and, subject to the provisions of Section 2.2 hereof, shall continue in full force and. effect for a period of 1 year commencing with the effective date of this Agreement. The parties intend that installation and implementation services will be completed. no later than December 31, 2011..This Agreement may be extended beyond the time referred to in this Section 2.1 on terms and conditions as :may be mutually agreed between the parties hereto. 2.2 This Agreement may be terminated by either party for any other reason with. 15 days written notice, with or without cause, and without penalty whatsoever therefore. 2.3 in the event of any termination of this Agreement, Consultant shall be compensated for all incurred costs and hours of work then satisfactorily completed, plus approved expenses. 3. Independent Contractor. 3.1 With respect to the provision of the Consulting Services hereunder, Consultant acknowledges that Consultant is an independent contractor providing Consulting Services to the County. Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner or representative of County. 3.2 The Consultant shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 3.3 The Consultant will maintain workman's compensation and unemployment insurance as required. by law; commercial auto coverage, commercial general liability and errors and omissions insurance each with limits of not less than $1,000,000 per occurrence 4. Remuneration: 4.1 For the Software to be provided hereunder, County shall pay to the Consultant nineteen thousand nine hundred ninety three dollars ($19,993.00), upon payment of which, County will have a license to use the software in accordance with the terms of the license agreement attached hereto as Exhibit "D." For the Consulting Services to be provided hereunder, County shall pay Contractor one hundred sixty eight dollars and seventy five cents ($168.75) per hour in an amount not to exceed twenty five thousand six hundred fifty dollars ($25,650.00), plus preapproved expenses. In addition, County will pay to Consultant three thousand five hundred ninety eight dollars ($3,598.00) for ongoing support for a period of one year from the date of the Agreement. Payment terms are more specifically set forth in Exhibit `B." 4.2 Consultant will not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized to do so by County. In the event the Consultant's Services include reimbursable expenses, the County must approve such reimbursable expenses in advance and such expenses shall be billed at cost without mark up. Fees for any additional services will be as set forth in an executed addendum between the parties. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Consultant respecting Consulting Services. The invoice shall include a description of services performed. Upon request, Consultant shall provide County with such other supporting information as County may request. 4.3 County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Consultant in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 5. Ownership of Documents and Software License: 5.1 All documents (including electronic files) which are obtained during or prepared, either partially or wholly, in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Consultant or upon earlier termination of this Agreement. All data submitted by County, whether posted by County or by third parties, remains the sole property of County. County data shall be considered confidential information and shall not be disclosed to third parties without County's prior written consent. Notwithstanding any other provision of this Agreement, Consultant or its subcontractor, Maintenance Connection, may provide to third parties registration and statistical information such as usage or user traffic patterns in aggregate form, provided that such information does not include County or any other identifying information. Consultant and Vendor may access County's user accounts, including customer data, to respond to service or technical problems. 5.2 Upon payment of the licensing fee in accordance with the terms of Paragraph 4.1 of this Agreement, County will have a license to use the Software and will be entitled without charge to all major and minor product updates and upgrades for the licensed Software produced by Vendor, for the term of this Agreement. 6. Indemnification: Within the limits allowed by law, Consultant shall indemnify County for, and hold and defend the County and its officials, boards, officers, principals and employees harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the negligent acts or omissions of, or presentations by, the Consultant in violation of the terms and conditions of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Consultant. 7. Consultant's Professional Level of Care: Consultant shall be responsible for the completeness and accuracy of the Consulting Services, including all supporting data and other documents prepared or compiled in performance of the Services and services provided by its subcontractor, Vendor, and shall correct, at its sole expense, all significant errors and omissions therein. Consultant shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. 8. No Assignment: The parties to this Agreement recognize that the Consulting Services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement County is relying upon the professional services and reputation of Consultant and its approved subcontractors, including Vendor. Therefore, neither Consultant, Vendor, nor Consultants other subcontractors may assign its interest in this Agreement or in its subcontract, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of Copnty, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 9. Notices: 9.1 Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: (a) Eagle County Innovation and Technology Project Manager 500 Broadway PO 4 40 Box 850 Eagle, CO 81631 Telephone: 970-328-3585 Facsimile: 970-328-3599 with a copy to: Eagle County Attorneys Office 500 Broadway PO Box 850 Eagle, CO 81631 (b) Ensoft Consulting Attn: Jamshed Rivetna 4128 Sun Meadows Street, Plano, TX 750249.2 (972) 208-7355 Notices shall be deemed given on the date of delivery; on the date the facsimile is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 10. Jurisdiction and Confidentiality: 10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 10.2 The Consultant and County acknowledge that, during the term of this Agreement and in the course of the Consultant rendering the Consulting Services, the Consultant and County may acquire knowledge of the business operations of the other party not generally known deemed confidential. The parties shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any such confidential knowledge or information and shall retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of the other party during the term of this Agreement, and for a period of five (5) years following termination of this Agreement. Any such information must marked as confidential. The parties recognize that the County is subject to the Colorado Open Records Act and nothing herein shall preclude a release of information that is subject to the same. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 11.2 This Agreement is personal to the Consultant and may not be assigned by Consultant. 11.3 This Agreement does not and shall not be deemed to confer upon or grant to any third 4 19) q party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: COUNT OF EAGLE, STATE OF COLORADO, BY AND THROUGH ITS BOARD OFC U TY C ONERS By:4o"-Stnrney, Chairm i ..'(' _ V. "tr y u `. � ENSOFT CONSULTING, INC. Title: STATE OF r K-0, 5 ) ) SS. COUNTY OF G21- The foregoing instrument was acknowledged before me by ��.MSjej Z-t&al this�r j day of MC, (ch , 2011. —� My commission expires: " % Cf y'UNDERBURG ''40, V My Comm. Exp p7-07-14 6 Eagle County Innovation & Technology Checklist 5 = Base Package "off-the-shelf" 4 = Minor Customization 3=Optional Module 2 = Future Release 1= Custom Programming Q = Not Supported n/a = Can't be answered by above #, remark is required EXHIBIT Session timeouts at any interval can be established for each user through the Is the application capable of automatic session timeouts? Please 5 = Base Package "off-the-shelf" use of our members module. If no provide details of timeout options. timeout information is entered, a system defined default of 30 minutes ...:11 t.- ..--., How is access restricted to database tables/fields? 5 = Base Package "off-the-shelf' A Data Access Filter layer enforces data access policies of the Maintenance Connection application. All data access requests pass through ;system filters and only allowable data sets are exposed and returned to the user. Eagle County Innovation Technology Checklist - 1 of 8 Establishes the identity and credentials of the user who wishes to access the system by requiring users to enter a member name and password. Every request is re -authenticated automatically given the user Does the application support individually identifiable authentication credentials that have been validated for access to sensitive information? Please provide details of 5 = Base Package "off-the-shelf' and secured on the first-time login. functionality. Maintenance Connection utilizes session time-outs, therefore the user might be asked to re -authenticate in mid -session if expiration timeout has been detected. Is centralized authentication to Active Directory via LDAPS (Secure 5 = Base Package "off-the-shelf' purchase of our LDAP connector I nAP1 umnorted? Please provide details of functionality. .—RA. maintenance I-onnecuun aicnunu.wc If proprietary, does the encryption method meet NIST FIPS 140-1 and 5 = Base Package "off-the-shelf" fully supports and utilizes the industry 140-2 standards? standard SSL (Secure Socket Layer) Is the application capable of encryption at rest of sensitive data 5 = Base Package "off-the-shelf" Can be accomplished through SSL and elements? Please describe. I is the responsibility of Eagle county IT Eagle County Innovation Technology Checklist - 2 of 8 Password encryption is most effective through the use of LDAP connector toolkit. When LDAP add-on is used - all Is the application capable of encrypting application and database 5 = Base Package "off-the-shelf" username and password storage are passwords at rest? Please describe. managed by Active Directory. LDAP add-on will provide single -sign on capabilities to the application. See proposal for optional add-on pricing uoes ine appucduun wg contain creaenuais or purer sen51uve information? If yes, please describe why this is necessary. 5 = Base Package off-the-shelf" none necessary Is the application capable of configuring log retention policies? Plaaca riacrriha S = RacP User can define what is retained in logs to match policies that are unique "off-the-shelf" to each customer installation logs are protected through the use of access controlled by role based user Is the application capable of managing access to application logs? group security, and through the use of How are these logs protected within the application from existing network access controls and unauthorized viewing or changes? 5 = Base Package "off-the-shelf" server access controls Eagle County Innovation Technology Checklist - 3 of 8 1 Maintenance Connection is built on top of a very flexible platform that can be easily integrated into your organization's existing and future systems. Maintenance Connection has been successfully integrated with SAP, 1D Edwards, Peoplesoft, Infinium, and many other systems. All that is required to launch into the What protocols are utilized by the application for administration and Maintenance 'data/file transfers? 5 = Base Package "off-the-shelf' Connection system is to construct a URL and call this from the 3rd party system. The preferred method is to utilize the best technology for the requirements. These technologies would range from Web Services / XML, Silent Post/Get, DTS, COM / DCOM API interfaces, etc. No middleware systems integration products or adapters are necessary or preferred. I ww me .— —....IIJ III....5— up ulc aFJ) —auull, I.c., al c wUMICO - wvrtlen mw wJIMIUMy uZOcu Nage mr used? What type of information is stored on the client computers? 5 = Base Package "off-the-shelf' cached to users browser, but no Are credentials ever stored on the client computer? If so, is this data credentials are stored on client removed after the session is over? computer Information entered by the user is not 1f utilizing a browser, is information entered by the user cached? 5 = Base Package "off-the-shelf' cached. Commonly used application pages are cached for quicker access Eagle County Innovation Technology Checklist - 4 of 8 . . ° 'ISthe application cavumeu*running onaseparate server nnmthe attached database? 5 = Base Package "off-the-shelf" yes �Does the application require administrative privileges to the � database server to run? 5 = Base Are service accounts configured with least privilege by default? 5 = Base Does the application require admin privileges to run on the client PC? 5 = Base �Does the application utilize third -party libraries u,applications to � ackage "off-the-shelf" F,ckage "off-the-shelf" depends'on the account, but yes "off-the-shelf" no � �Please briefly outline the code testing process. s~Base Package ^off-the-shelf' � �mthe application capable cfperforming its own backups? Provide � �details. s~Base �backups are handled vtuser's ' 'preferred interval, and through the use ! "off-the-shelf" of standard SQL backup processes Eagle County Innovation Technology Checklist -sofo £ i 1 Can patches be implemented by Eagle County, or would the vendor require access to Eagle County's internal environment? Please provide details of the patching process. System operates on a Microsoft SQL Server 2005 or 2008 database platform? Client operates on a 32 bit Windows XP Professional & Windows 7 5 = Base Package "off-the-shelf" 5 = Base Package "off-the-shelf' For customers who are self -hosting, updates are sent to the primary IT contact with instructions. For customers who self -host, we send a ZIP file. The ZIP file is automatically unzipped into the Maintenance Connection install folder, and then a corresponding SQL Script needs to be executed against the Maintenance Connection database via ISQL or other query execution tool (one comes with Maintenance Connection). The whole process usually takes < 5 minutes. yes OS? 5 = Base Package "off-the-shelf' yes Ability to integrate with other applications via web services? 5 = Base Package "off-the-shelf yes 100% browser based application. No Ability to easily update workstation software without having to need to install anything on the client install software on every machine? 5 = Base Package "off-the-shelf' machines Ability to schedule processes and to change the time of scheduled System is based on industry best practices and uses common business process flow? 5 = Base Package "off-the-shelf' yes Applications are integrated and modules work cohesively? 5 = Base Package "off-the-shelf yes Database can be accessed by customer's IT personnel in order to create interfaces to other County applications (i.e. database is not proprietary)? 5 = Base Package "off-the-shelf' yes -...A ..11 ..A;a..- +— J..a.. Proxy approvers may be established for all processes for which a review and approval chain is defined. 5 = Base Package "off-the-shelf' Eagle County Innovation Technology Checklist - 6 of 8 User -defined fields may be added to or associated with records; such fields can be searched; validation rules can be applied to them; and values contained in them can appear in pick lists (or drop down lists). 5 = Base Package "off-the-shelf" yes Data is accessible as soon as it is entered. 5 = Base Package "off-the-shelf" yes The software supports Windows cut and paste capabilities. 5 = Base Package "off-the-shelf" yes The software provides an online help function. 5 = Base Package "off-the-shelf" yes Reports, query results, drawings, and schematics can be printed to screen, clipboard, file, or network printers. 5 = Base Package "off-the-shelf" yes Lookup lists for all coded data are provided, or full text descriptions are displayed for coded data. yes - standard import is mostly handled through MS Excel import The software provides facilities for importing and exporting of data in templates. Exports are transferred user -definable formats. 5 =Base Package "off-the-shelf" through initial XML, HTML, and CSV options. Additional facilities available for other user -definable formats Is information stored inside the database in a binary format? 5 = Base Package "off-the-shelf" yes for users to easily create new reports. 5 = Base Package "off-the-shelf' Any field in the database can be searched by, inside the applications search area. 5 = Base Package "off-the-shelf' Reports can present data in graphical form using graphs and charts. txports are transrerrea tnrougn imnai Abilty to export in standard file formats (.pdf, .csv, .txt) 5 = Base Package "off-the-shelf' XML, HTML, and CSV options. Additional facilities available for other user -definable formats e 'e ���� �; O A\\ //iii/i \\ Eagle County Innovation Technology Checklist - 7 of 8 If this application handles credit card numbers, please describe how this aoolication meets the reauirements of the PCI DSS standard. System requires configuration to match data security standards as set forth by the payment card industry. We handle these instances for each uniaue site Eagle County Innovation Technology Checklist - 8 of 8 Eagle County Application Checklist o =base vacKage _onme-snen 4 = Minor Customization 3 = Optional Module 2 = Future Release 1= Custom Programming 0 = Not Supported n(a = Can't be answered by above #, remark is required The software can generate reports on actual versus estimated costs. 5 = Base Package "off-the-shelf' yes The software can record information about employees, including name, identification number, salary, charge out rates, etc. 5 = Base Package"off-the-shelf" 'through the use of our labor mo. Auto calculation of lapsed time between each interval of updates, events, or status changes with email notification to supervisor if a yes - auto notifications available preset amount of lapsed time is reached. 5 = Base Package "off-the-shelf' through the use of agent/rules n Work orders can be routed for review and Work orders can be electronically routed to shops, queues and 5 = Base Package "off-the-shelf' individuals based on system configurable rules. 5 = Base Package "off-the-shelf" ; available for every report Customer work requests can be assigned priorities. 5 = Base Package "off-the-shelf' yes Multiple types of work orders can be defined according to the type :and scope of work involved- 5 = Base package "off-the-shelf" 'yes Users can create sets of commonly needed work plans for use and yes - through the use of our reuse in the creation of work orders. 5 = Base Package "off-the-shelf' procedures module Multiple trades, functions, or divisions can be assigned on'work orders 5 = Base Package "off -the' -shelf' yes Shops can be added to or deleted from existing work orders. 5 = Base Package "off-the-shelf' yes Work orders can be printed individually or in batches. $ = Base Package "off -the' -shelf" yes Work orders include a searchable variable length text description field large enough to hold at least 500 characters. 5 = Base Package "off-the-shelf' holds 800 characters The software can record information about work requesters such as , name, phone number, department, and email address. 5 =Base Package "off-the-shelf' 'yes The software can record information about rental equipment, including charge out rates. 5 = Base Package "off-the-shelf' yes The software can generate reports on actual versus estimated costs. 5 = Base Package "off-the-shelf' yes The software can record information about employees, including name, identification number, salary, charge out rates, etc. 5 = Base Package"off-the-shelf" 'through the use of our labor mo. Auto calculation of lapsed time between each interval of updates, events, or status changes with email notification to supervisor if a yes - auto notifications available preset amount of lapsed time is reached. 5 = Base Package "off-the-shelf' through the use of agent/rules n Work orders can be routed for review and Work orders can be electronically routed to shops, queues and 5 = Base Package "off-the-shelf' individuals based on system configurable rules. 5 = Base Space, equipment, and asset descriptions and work procedures can be included on work orders. 5 = Base Ability to assign work orders to contractors 5 = Base Ability to assign multiple workers to a work order 5 = Base Separate fields for user's urgancy and Facilities staff issued priority level. 5 = Base "off-the-shelf" through the use of the procedures "off-the-shelf' module "off-the-shelf" unlimited assignments "off-the-shelf" yes Asset and equipment work order histories, including accumulated costs and depreciation, can be recorded, and these records are directly available from asset display windows. Asset records can contain detailed lock -out tag -out procedures. Asset and equipment records can include user -definable fields indicating the presence and nature of hazardous materials. Asset and equipment records can contain a history of condition assessments. Barcodes can be associated with assets and equipments. asset records include a history tab with this information. Data is linked to work order explorer for easy point and click 5 = Base Package "off-the-shelf" record retrieval 5 = Base Package "off-the-shelf" up to 5 UDF text fields, 5 UDF date fields, and 5 UDF check boxes for each 5 = Base Package off-the-shelf' module 5 = Base Package "off-the-shelf" The bar-code feature allows the output bar-codes on Work Orders, Purchase Orders, and Asset reports. A user has 5 = Base Package 'off-the-shelf" the ability to scan these documents for easy input and search within the Maintenance Connection software. Bar coding is a standard feature of Maintenance Connection. Work order data entry or queries will alert the user to the existence notifications established by end users of warranties or service contracts on the assets referenced by the with permission, through the use of work order. 5 = Base Package "off-the-shelf' our agent/rules manager — nugc w - ugF¢Yu,ua e,�aruasv The software can include extensive information on maintenance contracts. 5 = Base Package "off-the-shelf" contracts module included Information on contracts can be queried and grouped by the 4 11 W The software can record and report information on employee availability and trainine. 5 = Base Package "off-the-shelf" yes through', the use of our included 5 = Base Package "off-the-shelf" projects module through the use of our included The software allows detailed descriptions of projects. 5 = Base Package "off-the-shelf" projects module through the use of our included Already existing work orders can be combined to create aproject, i 5 = Base Package "off-the-shelf projects module Project data can be exported to and imported from specialized through the use of our included scheduling software such as Primavera and Microsoft Project. 5 = Base Package "off-the-shelf" projects module The software provides a database of common jabs together with their The software can reference an account number to which costs will be charged using a field of no less than 20 alphanumeric characters. 5 = Base Package "off-the-shelf" yes Charge records can include user -definable fields containing accounting transaction codes. 5 = Base Package "off-the-shelf' yes The software can post charges to work orders daily or more frequently. 5 = Base Package "off-the-shelf" any interval Charges can be posted to work orders that have not been closed. , 5 = Base Package "off-the-shelf" yes Unlimited items can be posted to work orders. 5 = Base Package "off-the-shelf" yes Labor, mater`cal, and equipment rental costs may be posted to work 5 = Base Package 'off-the-shelf' yes orders interactively or via batch processing. S= Base Package 'of# they -shelf' yes Comments may be attached to work orders interactively or via batch processing. 5 = Base Package "off-the-shelf" yes Costs are automatically up to appropriate facility, building, , space, room, department, or account records. ..... _. _ _ .:. 5 = Base Package "off-the-shelf" � yes d. w . The soft ware can export charge data so that data can be transferred to the University accounting system. 'accounts 5 = Base Package 'off-the-shelf" in HTML, XML, or CSV formats Work order charges may be charged to muIt! ple'>in varying ability to charge each cost item percentages. 5 = Base Package "off-the-shelf' 'separately A work order record can include a budgeted amount and a remaining through existing integration with balance. 5 = Base Package "off-the-shelf' reporting application or through use of projects module The software can record when and by who edits to accounting data are made. 5 = Base Package off-the-shelf' yes The software permits concurrent accounting data entry from multiple client PCs. 5 = Base Package "off-the-shelf" yes The software can store and retrieve all costs associated with a project, including internal charges and contract charges. 5 = Base Package "off-the-shelf" yes The software can record depreciation of assets 11 or equipment. 5 = Base Package "off-the-shelf" yes The software can be configured to add a markup to charges depending on accounting transaction codes. 5 = Base Package 'off-the-shelf' yes Email Interface supports Microsoft Outlook, Exchange, MAN and SMTP/ POP3 Internet mail. 5 = Base Package off-the-shelf' yes � � R The website uses windows authentication so users do not need to enter a passowrd and only authorized users can submit work requests. 5 = Base Search results can be displayed in tables that include links to detailed records. 5 = Base Pa The software provides a means of restricting read and write access to various data to authorized users and groups. 5 = Base Reports can be generated by the customer, including cost summary 'off-the-shelf' "off-the-shelf" "off-the-shelf" yes "off-the-shelf" security module used to control "off-the-shelf" security for each access group reports and work order status reports. 5 = Base Package "off-the-shelf' turned on or off on a global level by system administrator. 5 = Base Work order request number is assigned and reported to the 5 = Base Package "off -the` -shelf" ;.:yes customer upon submission of a work request. 5 = Base Incoming work requests are time stamped. 5 = Base Work requests entered via the World Wide Web will update the yes software's database tables so that such requests need not be re- for alerts and entered. 5= Base Search results can be displayed in tables that include links to detailed records. 5 = Base Pa The software provides a means of restricting read and write access to various data to authorized users and groups. 5 = Base Reports can be generated by the customer, including cost summary 'off-the-shelf' "off-the-shelf" "off-the-shelf" yes "off-the-shelf" security module used to control "off-the-shelf" security for each access group reports and work order status reports. 5 = Base Package "off-the-shelf' yes The software provides configurable email links to departmental of assets and equipment for as long as five years. 5 = Base Package "off -the` -shelf" ;.:yes functions and employees. 11 Iry 5 = Base Package 'off-the-shelf" yes The software allows evewe page to incorporate graphics. 5 = Base Package "off-the-shelf' yes The software allows special formatting capabilities for alerts and Preventive maintenance activities can be scheduled on specified special messages appearing on Web pages or forms. 5 =Base Package "off-the-shelf yes 5 = Base Package "off-the-shelf' yes notifications are handled through the use of our agent/rules manager. The software can email various kinds of other alerts to designated Reporting application allows for Physical Plant personnel. 5 = Base Package "off-the-shelf' scheduled emailed reports The software can publish event plans to the Web for customer will neer! to discuss in more detail to review. (See section 3 b.] 5 = Base Package "off-the-shelf' configure correctly, Users can enter work orders on behalf of someone else in their fields available to show requester and department. 5 = Base Package "off-the-shelf' needed by information Any asset can be designated as a component of another asset. 5 = Base Package "off-the-shelf" yes The software can maintain the preventive maintenance (PM) histories, of assets and equipment for as long as five years. 5 = Base Package "off -the` -shelf" ;.:yes Priorities can be assigned to assets and equipment, and PM priorities can reflect asset and equipment priorities. 5 = Base Package "off-the-shelf' yes The software can schedule PSI orders by fixed or sliding calendar intervals, usage, or on demand. 5 = Base Package "off-the-shelf" yes Preventive maintenance activities can be scheduled on specified dates, days of the week, days of the month, and may be restricted to specified seasons. 5 = Base Package "off-the-shelf' yes Sets of PM tasks can be defined for groups of similar equipment. 5 = Base Existing PM plans can be copied to create new PM plans. 5 = Base The software can record labor, material, and tools required to perform each PM order. 5 = Base Preventive maintenance procedures can be stored within the PM or attached and can, also be printed with the work order, 5 = Base Predefined sets of PM procedures can referenced by any number of PM orders. 5 = Base The software can project materials requirements for a specified "off-the-shelf" and user can define route order "off-the-shelf" yes "off-the-shelf"yes menu for generating projections "off-the-shelf" yes "off-the-shelf" yes future time period, such as a week, month, or year, based on 5 = Base Package "off-the-shelf' Iyes projections tool available form system information in PM plans. 5 = Base Package "off-the-shelf' menu for generating projections Preventive maintenance orders can be assigned to specific employees, 5 = Base Package "off-the-shelf' yes The software can suggest order quantity based on a user -defined or groups] of employees. 5 = Base Package "off -the' -shelf' throughuse of procedures module The software can generate reports of overdue PM orders. 5 = Base Package "off-the-shelf' on screen and off screen The software can generate reports detailing adherence of actual PM of the goods. Alternately, special order materials can be ordered performance to planned PM performance, including labor required through', use of reporter and KPI and materials used. 5 = Base Package "off-the-shelf' 'dashboard The software can create optimal ordering and routing for the 5 = Base Package "off-the-shelf' yes performance of PM orders. 5 = Base Package "off-the-shelf' yes Preventive maintenance procedures are linked to the work order it automatically generated. 5 = Base Package "off-the-shelf' yes The software makes a distinction between requisitions and purchase orders. 5 = Base Package "off-the-shelf' user defined criteria One requisition can have several purchase order numbers, assigned to it. 5 = Base Package "off-the-shelf' Iyes Requisition and purchase order numbers can be assigned by user and the purchase order number can be different from the requisition number. 5 = Base Package "off-the-shelf' yes The software can suggest order quantity based on a user -defined maximum on -hand quantity. 5 = Base Package "off-the-shelf" yes Non -stock materials can be ordered against the stock cost center, referencing a work order, which will be charged upon receipt or issue of the goods. Alternately, special order materials can be ordered directly against the final cost center, with charges not billed through the work order system, while still allowing costs to be accumulated under the appropriate work order. Markup is added regardless of which of the above methods is used. 5 = Base Package "off-the-shelf' yes The software provides a means to reserve and rent equipment, furnishings, and other items for specified scheduled events. 5 = Base Package 'off-the-shelf' yes The software can record the reservation of one or more of the same non -serialized or serialized equipment/ item. 5 = Base Package off-the-shelf" yes The software has the ability to store information on issue, return, lost, payment, and refund transactions as well as transaction dates, with whom transactions take place, and notes about transactions. 5 = Base Package "off-the-shelf' yes The software can generate various reports, including reports of key schedules, key transactions, and key holders (such as a list of ail those . having access to given areas)', 5 = Base Package "off -the' -shelf yes The software can generate charge records that may be used to bill departments for lost keys or other key fees. 5 = Base Package 'off-the-shelf" yes The software includes graphical representations of buildings, rooms, other spaces, furnishings, and inhabitants. 5 = Base Package "off-the-shelf" yes The graphical representation provides links to database information, con including asset, equipment, and inhabitant lists.' 4 = Minor Customization link The software can import AutoCAD drawings and drawings in other formats. 5 = Base Package 'off-the-shelf' yes The software can maintain an inventory of consumable tools and generate re -order lists as needed. 5 = Base Package "off-the-shelf' The softy✓are can record the checkout and check in 4 toots and 1 1 l Checkouts can be designated as permanent or temporary The software can create charge records for billing purposi Default charges can be manually overridden. 5 = Base The software can interface with card reader and bar code input devices to scan employee ID cards and record tool and equipment issues, returns, and inventory. 4 = Minor Customization more discussion will be necessary to design proper configuration View & edit open work orders while offline. to interface with standard RFID readers Provide spatial topology of the assets Provide the location of asset by address, coordinates, or network synch acc, 3 = Optional Module composer 5 = Base Package "off-the-shelf' see above 4 = Minor Customization 5 = Base Package "off-the-shelf' location 5 = Base Package "off-the-shelf' yes Provide access and use of other spatial data such as population, land use, and property information to be used in conjunction with asset' information. 5 = Base Package "off-the-shelf' yes Maintenance Connection's GIS Can be CMMS-centric or GIS -centric. GIS -centric is recommended by ; Integration Add -On is built on open 'standards with the latest development the GIS department depending on overall County needs. If CMMS 5 =Base Package "off-the-shelf" technology and seamlessly supports centric it would be beneficial that the software and its data can be industry leading GIS providers such as interfaced with ArcGiS 9.3 ESRI, Autodesk, Intergraph, and others. Professional Services Statement of Work Computerized Maintenance Management System Eagle County Government To achieve base system functionality and to help Eagle County quickly begin using the new CM:M:S, we propose a three-phase project approach. PHASE 1: ONSITE System Planning and Preliminary Configuration PHASE 2: REMOTE Implementation Support and. Project Management PHASE 3: ONSITE Rollout and User Training Our system planning activities are focused on acquiring a better understanding the client's objectives and constraints for the implementation efforts. Our general project management objectives for the implementation are... 1. To ensure the implementation maintains momentum and continues through completion 2. To ensure that practical processes and procedures are put in place 3. To ensure that Eagle County business objectives are ultimately enabled by the CMMS solution 4. To ensure that technical difficulties do not stall entire implementation effort Our implementation methodology with accompanying information templates will ensure that these objectives are achieved. A proposed general timeline of the project is shown below. December 21, 2010 1 by Ensoft Consulting, Inc. Professional Services Statement of Work Computerized Maintenance Manaeement System Eagle County Government A detailed explanation of the proposed activities during each phase of the implementation is shown in the sample project plan on the following pages. Eagle County Project Workplan Maintenance Connection Software initiative December 21, 2010 2 by Ensoft Consulting, Inc. � f 7 Professional Services Statement of Work Computerized Maintenance Manap_ement Svstem Eagle County Government Eagle County Projectworkplan Ma1r&ename i omection Software irNative IMPORTANT NOTE: Our proposed project plan and professional services fees (listed in Costs section of this proposal) are based on the assumption that a significant amount of effort during PHASE 2 will be carried out by Eagle County personnel with Ensoft Consulting in primarily a supporting project management role. December 21, 2010 3 by Ensoft Consulting, Inc. a A Professional Services Statement of Work Computerized Maintenance Management System Eagle County Government Aside from the process development, training, and other project tasks listed above, there is data to be gathered and entered for the new CMMS. The responsibilities for data entry are summarized below: 1) General system data (classifications, record types, user groups, etc...): entered by Ensoft 2) Labor/Technician records: entered by Ensoft 3) Requester records: training and planning by Ensoft, data entry by Eagle 4) Building/Location records: entered by Ensoft 5) Equipment records: training and planning by Ensoft, data entry by Eagle 6) Preventive Maintenance Procedure records: training and planning by .Ensoft, data entry by Eagle 7) Preventive Maintenance schedule records: training and planning by Ensoft, data entry by Eagle The project will be planned so the implementation efforts are focused on the core modules of the Maintenance Connection system first. We will ensure that the project team is not distracted with non-essential software features. The planned output for the project is listed below. • Maintenance Connection software installed and operational on Eagle County server(s). One production environment and database will be installed. • LDAP interface installed, configured., and tested • Building/Location data (implemented and data entry completed) • Equipment data (implemented and data entry underway) • Service Request Module (implemented) • Preventive Maintenance Schedules (training and system setup completed, data entry underway) • Work Orders (implemented) • Preventive Maintenance Procedures (training and. setup completed, data entry underway) • Labor, Crafts (implemented and data entry completed) • Reports (canned reports available and working) Out of Scope Software and Services Additional Features not Included in Scope of Project: The below modules and features are included in the base software, but will not be emphasized during the initial implementation efforts. Upon request, Ensoft Consulting will provide services to assist with their implementation. Modules and Features: • Projects • Inventory • Purchase Orders • Receiving • Tools • Documents • Contracts (service contract tracking for assets) • Leases (tracking and monitoring of property leases) December 21, 2010 4 by Ensoft Consulting, Inc. Professional Services Statement of Work Computerized Maintenance Management System Eagle County Government Proiect Acceptance Eagle County personnel will be integrally involved with our efforts through the course of the project and will be asked to verify and provide acceptance of these items at appropriate stages of the project. Billing for professional services will generally follow the below progression: End of Phase 1 Onsite: 50% billed End of Phase 2 Offsite: 75% billed End of Phase 3 Onsite: 100% billed Our ultimate objective is for Eagle County to be effectively trained and utilizing the Maintenance Connection software as envisioned. Day -to -Day Consulting: Lisa Linnebur, Consultant Consulting Roll on Project: Primary service delivery and project management Years of Experience with FM Software: 12 years Number of Maintenance Connection Projects: 2 projects Proiect Oversight: Jamshed Rivetna, Principal Consulting Roll on Project: Project oversight and quality control Years of Experience with FM Software: 10 years Number of Maintenance Connection Projects: 6 projects December 21, 2010 5 by Ensoft Consulting, Inc. N J Professional Services Statement of Work Computerized Maintenance Management System Eagle County Government Contract costs are shown below. Total Software Cost shown below will be billed upon delivery of software to Eagle County. Fees for professional services will be billed as incurred at monthly intervals. Our Professional Services time will be billed in 1.5 -minute increments. (All Professional Service invoices will be accompanied by an activity report.) Professional Service costs shown below are for informational purposes and do not constitute a fixed price or not -to -exceed amount. Ensoft Consulting will charge for actual. time spent on the project at our hourly rate shown below. Travel and other miscellaneous expenses incurred on the project will be passed through at the actual amount incurred. Professional service fees (excluding expenses) will not exceed $25,650.00 without prior written authorization from Eagle County. Software Cost Software Base Licenses $ 16,994.00 LDAP Interface Module $ 2,999.00 1 Year Annual Support Fee (18%) $ 3,598.00 SUBTOTAL SOFTWARE COST $ 23,591.00 Professional Services 19 Consulting Days ($168.75 per hour) $ 25,650.00 Travel Expense $ 4,000.00 SUBTOTAL SERVICES COST 29,650.00 TOTAL CONTRACT COST $ 53,241.00 Ongoing Annual Support Fee $ 3,598.00 * NOTE: Maintenance Connection Software is provided with the following licenses: - Five (5) concurrent software licenses for all modules within MRO Workcenter, Technician Workcenter, and access to Reports application - License for Service Requester Application for unlimited requesters - License for Rules Manager Module (enabling automated processes and reporting) Cost of Additional Services and Software Modules (not included in base software) Maintenance Connection. Additional Concurrent Licenses Resource Scheduler (conference room and event scheduling),___ KPI Portal Module ----------------------------------------------------------------- Professional Services for Additional Features December 21, 2010 CI $ 2,799.00/license _________ $ 1,999.00 ---------- 2,999.00 $168.75 per hour by Ensoft Consulting, Inc. EXHIBIT C TO MASTER CONSULTING AGREEMENT BEWTWEEN EAGLE COUNTY, COLORADO AND ENSOFT CONSULTING, INC. TERMS FOR FIRST YEAR SUPPORT SERVICES 1. Customer Support Services 1.1. Consultant will facilitate assistance by Maintenance Connection, Inc. (hereinafter "Vendor") regarding the use of the Software by telephone, fax or e-mail, during Business Hours. 1.2. Consultant will ensure that Vendor responds to requests for Software application advice within l working day of the initial request. 1.3 Consultant shall ensure that Vendor retains the necessary competence for enabling further development of the Software, maintenance of documentation, and assisting in fault resolution, assistance with upgrade and patching of the software, and for providing training to the County. Supplier does not warrant support for any application other than Software. 2. Software Maintenance Services 2.1. Consultant will ensure that Vendor provides Software maintenance, limited to the correction of errors in the Software, procedural documents and other basic information, supplied with the Software. The said Software maintenance will be carried out as set out in 2.2 and 2.4 below. 2.2. Consultant will require Vendor to provide the County with a list of all significant errors and corrections with each update for the Software covered by this Agreement. 2.3. Errors discovered by the County will be reported by a designated representative of the County through the reporting mechanisms by Vendor and will include all required supplemental documentation. 2.4. The Vendor will attempt to resolve the problem either over the phone, via email, or via fax within four hours of the initial request for assistance. In the event that the error renders the Software unusable, the vendor will use all reasonable efforts to respond to the County with an action plan to resolve the problem within I working day of notification of the problem, when notification is accompanied by a reasonably complete description of the problem 3. Service Exclusions For the avoidance of all doubt, Software Maintenance Services shall not include the diagnosis and rectification of any damage or defect arising out of: 3.1. the improper use, operation or neglect of either the Software or the Licensed Equipment; 3.2. the modification of the Software or its merger (in whole or in part) with any other software; 3.3. unless otherwise agreed by Vendor in writing the use of the Software on equipment other than the Licensed Equipment; 3.4. the failure by the County to implement recommendations in respect of the solutions and faults previously advised by Vendor; 3.5. any repair, adjustment, alteration or modification of the Software by any person other than Vendor without Vendor's prior written consent; w 0 � 3.6. any breach by the County of its obligations under this Agreement or the License; 3.7. the County's failure to install and use on the Licensed Equipment in substitution for the previous release any new release of the Software within 90 days of receipt of the same; 4. Option to Provide Excluded Services. Vendor may, upon request of the County, provide support notwithstanding that the need for such support arises from any circumstances described in Section 3 above, or that the support requested is not covered by the terms of this Agreement. Vendor shall in such circumstances be entitled to charge for such service at rates detailed in. Section 8 or otherwise on a time and materials basis or fixed quote upon mutual agreement of both Vendor and County. 5. Software Support Services. Upon payment of COUNTYs annual Support Fee, County will be entitled to all minor and major Product updates and upgrades for licensed Software produced by Vendor, for the term of this Support Agreement without additional charge. This would include upgrade support for one test instance. 6. WARRANTIES/REMEDIES 6.1. Warranty. Consultant warrants to the County that it/Vendor will perform the Services provided for in this Agreement with reasonable skill and care, and that the Services will not directly cause or create any defect in the Software. 6.2. Notice/Cure. The County shall give notice to Consultant as soon as commercially practical of a breach of warranty. Subject to 6.3 hereunder, Consultant shall ensure that Vendor remedies any breach of the warranty set out in clause 6.1 above, by the provision of Services free of charge. 6.3. Waiver. The above warranty is made in lieu of all other warranties, whether express or implied, including specifically the warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Consultant shall not be liable for and shall have no obligation to remedy any defects or damage arising out of any of the circumstances described in 5.3 herein. Termination 7.1 Termination of Software License. This Agreement shall be terminated with respect to any particular item of Software on the date any such Software License expires or the License is terminated for any reason. However, no tennination of this Agreement by either party for any reason can serve to terminate the Software License Agreement. 7.2 County Data. All data submitted by County, whether posted by County or by third parties, remains the sole property of County. County data shall be considered Confidential Information, subject to the terms of this Agreement. Notwithstanding any other provision in this Agreement, Vendor may provide to third parties registration and statistical information such as usage or User traffic patterns in aggregate form, provided that such information does not include County or personally identifying information. Maintenance Connection may access County's User accounts, including without limitation County Data, to respond to service or technical problems. 7.3 County Data Requests. County Data maybe requested in a SQL Server .BAK file at anytime during the Agreement. Requests for the County Data in excess of I request per month will be billed at a rate of at $168.75 per hour, in thirty -minute minimum increments. Upon termination of the Agreement, County will receive a copy of their database backup file. 8. Additional Fees. Occasionally additional services will be required that are not covered in the scope of this agreement. The rates for these services are as follows: 8.1 On-site services. Onsite service will be billable in 4 -hour minimum increments, at a rate of $168.75 per hour. Travel and any accommodation expenses for additional services that are not covered by the terms of this Agreement will be arranged and paid for by Customer. 8.2 Distance support. Phone support for additional services beyond the scope of this agreement will be billable at $168.75 per hour, in ten-minute minimum increments. E-mail inquiries and responses thereto shall be free -of -charge. STANDARD LICENSE AGREEMENT This is a legal agreement between you (either an individual or an entity) ("Customer") and Maintenance Connection, Inc., a California corporation, having its principal place of business at 1477 Drew Ave., Suite 103, Davis, California 95616 ("Maintenance Connection, Inc"). Use of this software constitutes acceptance of the terms of this agreement. If you do not agree to the terms of this agreement, contact Maintenance Connection, Inc for other licensing options or promptly return the software and the accompanying items (including written materials and binders or other containers) to Maintenance Connection or its authorized distributor from which you received the software for a full refund. Important Notice As part of the purchase process, you agree to accept the terms of this Agreement. This Agreement is a legal contract, which specifies the terms of the license and warranty limitation between you and Maintenance Connection, Inc. for the software and related documentation. You should carefully read the following terms and conditions before installing or using the software. Unless you have entered into a separate written license agreement with Maintenance Connection, Inc. providing otherwise, installation or use of the software indicates your agreement to be bound by these terms and conditions. If you do not agree to these terms, do not attempt to install or use the software. License to Use You may install one copy of the software on a single physical workstation or server and use that copy to run the Maintenance Connection web application software. If you have purchased multiple concurrent licenses, then you are entitled to use the number of purchased concurrent licenses at any given time. The number of users accessing the Work Order Manager and Reporter applications may not exceed the number of concurrent licenses at any given time. The number of users accessing the Service Requester application is unlimited at any given time and do not pertain to the purchased concurrent licenses. You may not copy all or any part of the software or related documentation, except that you may make a reasonable number of copies of the software solely for backup or archival purposes. Multiple Media and Upgrades You may receive the software and related documentation in more than one medium. Regardless of the number of media you receive, you may use only the medium that is appropriate for the server on which the software is to be installed. You may not install, use or transfer the other media unless it is for backup or archival purposes. If the software and related documentation are provided as an upgrade to an earlier licensed release of the software, then you must have a valid license to operate such earlier release of the same version and edition as the upgrade to install or use the upgrade. All software being upgraded is deemed to be part of the software and is subject to this Agreement. Modification and Redistribution of Software Source Code You may not in any way shape or form modify the .HTML/.HTM, .ASP, .JS, or .CSS files or similar source code form of those portions of the software that are non -compiled code for the purposes of designing, developing and testing your own customized implementation. The Maintenance Connection software suite of Work Order Manager, Reporter, and Service Requester are the Intellectual Property of Maintenance Connection, Inc. No Additional Rights or Licenses You acknowledge and agree that except for the rights granted in this Agreement, all other rights, and all title and interest in and to the software (as an independent work and as an underlying work serving as a basis for any application you may develop) and related documentation remain the sole and exclusive property of Maintenance Connection, Inc., and that you will not derive or assert any title or interest in or to the software or related documentation. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trademarks rights to the software or related documentation. This Agreement does not authorize you to use Maintenance Connection, Inc.'s name or any of its trademarks. Non -Compete Agreement This License Agreement shall also serve as a Non -Compete Agreement. This Agreement is made effective as of the acceptance date of this agreement, by and between Maintenance Connection, Inc., and The Licensee. Transfer The software licenses are non -transferable and non-sublicenseable. Restrictions Customer shall not (i) modify, copy or make derivative works based on the Maintenance Connection, Inc. Technology; (ii) disassemble, reverse engineer, or decompile any of the Maintenance Connection, Inc. Press Releases Maintenance Connection, Inc. may issue press releases related to this Agreement. Third Party Providers During use of the Software, Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors offering their goods and/or services. Any such activity, agreement, and any terms, conditions, warranties or representations associated with such activity, is solely between Customer and the applicable third -party. Maintenance Connection, Inc. shall have no liability, obligation or responsibility for any such correspondence, goods/services, purchase or promotion between Customer and any such third -party. Term and Termination The license granted for the Maintenance Connection software will continue until it is terminated. Maintenance Connection, Inc. may terminate any license granted herein if you fail to comply with the terms of this Agreement. Upon the termination of a license for any reason, you must promptly return to Maintenance Connection, Inc. or destroy all copies of the software and related documentation covered by the license. Warranty and Remedies MAINTENANCE CONNECTION, INC. PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE EVALUATION VERSION. THE SOFTWARE AND DOCUMENTATION ACCOMPANYING THE EVALUATION VERSION ARE PROVIDED "AS IS." For the commercial version, Maintenance Connection, Inc. warrants that the physical media and the documentation will be free from defects in materials and workmanship under normal use for 90 days from the date of delivery to you. Maintenance Connection, Inc. also warrants that the software will be free from significant defects that prevent the software from performing substantially in the manner described in the applicable user manual for a period of 90 days from the date of delivery to you. If you are not 100% satisfied with the Maintenance Connection, Inc. software within 90 days of your purchase, Maintenance Connection will refund the full purchase price upon you removing and returning to Maintenance Connection, Inc. all copies of the software and related documentation covered by the license. At Maintenance Connection, Inc.'s option, Maintenance Connection, Inc.'s sole responsibility shall be (I) to replace defective media or documentation, as the case may be, (ii) to use reasonable efforts to correct significant defects in the software without charge. THESE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. By way of example, without limitation, Maintenance Connection, Inc. provides no warranties of any kind to any end-users accessing or otherwise using applications developed or otherwise obtained by you. The warranties do not cover damage or defects caused by or related to misuse, accident, negligence or misapplication. Because programs such as this are inherently complex, Maintenance Connection, Inc. does not warrant that the software is error -free or will operate without interruption. Furthermore, Maintenance Connection, Inc. does not warrant that the software will work with any given database, network or network application. You acknowledge that due to the complexity of the software, it is possible that use of the software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption; the warranties provided in this Agreement do not cover any damages or losses resulting from data loss or corruption. Limitation on Liability IN NO CASE SHALL MAINTENANCE CONNECTION, INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, WHETHER SUCH DAMAGES ARE BASED UPON A BREACH OF EXPRESS OR IMPLIED WARRANTIES, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. THIS IS TRUE EVEN IF MAINTENANCE CONNECTION, INC. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL MAINTENANCE CONNECTION, INC.'s LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY YOU TO MAINTENANCE CONNECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE WARRANTY LANGUAGE ABOVE MAY NOT APPLY TO YOU. IN SUCH CASE, FRONT OFFICE COMMUNICATION'S LIABILITIES SHALL BE LIMITED BY THE ABOVE LIMITATION OF REMEDIES PROVISION. Miscellaneous This Agreement is the complete agreement between you and Maintenance Connection, Inc. concerning the software and related documentation. The failure or delay of Maintenance Connection, Inc. to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach. If you have any questions concerning this Agreement or the software or related documentation, you may contact Maintenance Connection, Inc at 1-888-567-3434 or can visit our website at: www.maintenanceconnection.com.