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HomeMy WebLinkAboutC20-076 Harris Recording Work Order Agreement December 11, 2019 Contract Number HRS-EGLRNS-12-2019-GS THIS AGREEMENT made as of _______________________ , between Eagle County Colorado located at 500 Broadway, Suite 101, Eagle CO 81631 (“Purchaser”) and Harris Local Government Solutions, Inc., through its unincorporated Harris Recording Solutions division, located at 2290 Lucien Way, Suite 330, Maitland, FL 32751 (“Harris”) confirms the purchase of the following licensed software products, customizations and / or services: Recording Notification Service (RNS) Hours Cost Price RNS License Fee N/A Professional Services Investment Description Configure, test, and install Recording Notification Service Module in Eagle County environment. 16hrs $200 per hr $3,200 Total Project Investment Price License & Professional Services Total $3,200 Annual Maintenance Price Annual Maintenance fee for Recording Notification Service. $3,000 First 12 months of new 5 year MN agreement, subject to 5% annual increases after year 1. 1 All charges are exclusive of out of pocket expenses for services performed. Charges for actual and reasonable out-of-pocket expenses, including but not limited to travel and lodging expenses, will be billed monthly as accrued. FEE SCHEDULE: Item Amount Percentage Invoiced First Installment $1,600 50% of Contract At Contract Signing Second Installment $800 25% of Contract At Delivery of License to Test Environment Third Installment $800 25% of Contract At User Acceptance of Test DocuSign Envelope ID: 90CA1440-C3BC-4C2E-AD69-DCA30AD2D4A4 2/27/2020 C20-076 Harris Recording Solutions Page 2 of 5 AREEMENT TERMS AND CONDITIONS: 1. Definition a. Software Applications. “Software Applications” are the computer programs explicitly listed above in the section titled “Software Product Licenses”. 2. Payment Terms & Fee Schedule: Work Orders will be processed with the return of signed contract and an initial payment of 50% of the total software, professional services, and customizations as outlined above. Work Orders will not be processed until both of these two requirements are satisfied. 3. Delivery Media Type: CD-ROM or Electronic Transfer 4. Delivery Schedule: The parties will agree upon an appropriate training, project, and delivery schedule based on, among other things, the modules in respect of which training is required and the skills and availability of both the Purchaser and Harris staff members. 5. Data Conversion: (If Applicable) The success of a data conversion is based on the format and quality of the input data. Unless otherwise indicated, conversion is strictly limited to non-dollar amounts. A typical data conversion contains such information as: Document: Document Number (name differently based on state) Instrument Number (name differently based on state) Book (may not be available in all states) Page (may not be available in all states) Number of Pages (some time – used for validation) Consideration - amount of deed or mortgages Doc Legal: Document Number (name differently based on state) Legal description Or Parsed Fields Lot, Block, District, Unit, Additions, and similar Doc Links: (related documents) Document Number (name differently based on state) Related Document Number (name differently based on state) Names: Document Number (name differently based on state) Grantor (name differently based on source system) Grantee (name differently based on source system) Business/Person Flag (available in some software) Images: Document Number (name differently based on state) Type (public or private) Image Path or Image Blob (images can be stored at the file level in single or multiple page tiffs. Multiple page tiffs must be split into single pages. Blob in the source will need to be unloaded to disk and may need to be uploaded into Acclaim or OnCore ) Only information explicitly listed in this document will be converted. Initial cost estimates for conversion are included in system pricing proposals but these are only estimates until inspections or sample data can be examined to verify data formats an d data integrity. Only then can an accurate conversion cost be established. Any costs associated with obtaining the data from the existing vendor ar e the responsibility of the Purchaser. Sample data shall be provided in standard fixed length format with AS CII display characters only. Data must be on a media formats readable by Harris Recording Solutions. File layouts must include: * Record size * Field length * Field starting and ending points * Field name * Field type * Data field description Record Counts listing total number of records for each core data types. 6. Maintenance and Support Fees: Maintenance and Support fees (“MSF”) include all program updates, enhancements and general releases that Harris makes availab le to the Purchaser as part of its regular software maintenance program. MSF does not include fees for any third party licenses or Harris services that may be necessary to perform a third party license upgrade. MSF also includes access to the Harris support hot l ine. The initial annual maintenance fee will be billed on the first day Recording Notification Service is in a production environment. Subsequent DocuSign Envelope ID: 90CA1440-C3BC-4C2E-AD69-DCA30AD2D4A4 Harris Recording Solutions Page 3 of 5 years MSF shall be rendered at the beginning of each year in which services are to be furnished. Lapses in annual MSF will be monitored, In the event of a lapse, Purchaser will be subject to reactivation fees not to exceed 40% of the current annual MSF applied to each year of the lapse including partial year lapses plus the amount representing "the lapsed" MSF. The specific services provided by t he technical support staff are outlined in the Harris Software Support Agreement Standard Guidelines. 7. Additional Customization(s): The Purchaser and Harris have jointly reviewed the Software Applications and have determined that all items are adequate except a s noted in the CUSTOMIZATIONS section. Additional customization(s) or report modifications not identified in this Agreement will be quoted as requested and billed at the hourly rate of $225.00. Customizations and/or report modifications requested one year or more from the date of this agreement will be billed at the then current Harris hourly rate. No additional customizations will be undertaken without prior agreement by both parties on cost, scope of functionality, and the impact on the project schedule. Changes to 3rd Party Applications that require development work after successful integration will be completed under an additional contract. Fifteen percent (15%) of any additional fees associated with customization services will automatically be added to the Purchaser’s MSF. 8. Professional Services: Additional professional services are available on-site or via the telephone. Telephone work is billed at $200.00 per hour. On-site work is billed at $1600.00 per business day (8 Hours) plus travel, lodging and per diem expenses. Work performed one year or more from the date of this agreement will be billed at the then current Harris rates. Help line support does not include training. New emp loyees must be trained by Purchaser or by making arrangements with Harris. In the event, Purchaser wishes to schedule any professional services on a Saturday; there is a $350 surcharge. Application consulting and setup services may include but are not limited to: software installation, configuration, data vali dation, system setup, system balancing, interface setup, interface testing, process training, application training and business requirements gathering. This contract provides for 0 hours of labor from the HRS Team for the Image Storage Service implementation cycle. Overage of hours within this contract will require an additional contract for any additional requests at cost for $200.00 per hour. 9. Travel and Lodging Expenses: Travel and lodging expenses will be billed in conjunction with any services work performed at the Purchaser’s offices by Harris personnel. Lodging expenses will include hotel expenses and will only be charged if an employee is required to spend the evening. Travel expenses may include airfare if the employee is required to travel by air to reach the Purchaser’s offices. Travel may include the cost of a rental car. If an employee uses his/her personal vehicle, mileage will be charged at the currently published IRS reimbursement rate. When an employee is at or traveling to the Purchaser’s offices, sixty five dollars ($65) per day will be charged to cover meals and incidentals. If an employee must travel on Saturday, Sunday, or a holiday, or is at the purchaser’s office on a holiday, one hundred thirty dollars ($130) per day will be charged to cover meals and incidentals. Harris will use its best efforts to minimize all travel and lodging expenses. Only actual travel and lodging expenses will be billed to the Purchaser. 10. Grant of License Harris hereby grants Purchaser a nontransferable, nonexclusive, nonrefundable license under the terms of this Agreement to use the Software Applications on its equipment subject to the following: a. The Purchaser may not sublicense, rent, lease or assign the Software Applications. b. No license is given to Purchaser for the source code to the Software Applications. The Purchaser is expressly prohibited from reverse engineering, decompiling, or disassembling the Software Applications or from creating a derivative or modified copy of the So ftware Applications. c. Initial delivery of the Software Application shall be COTS (“Commercial off the shelf”). Purchaser is not relying upon any future product future product availability or functionality upon entering into the payment obligations under this Agreement 11. Performance by Customer (a) Co-operation by Purchaser -- The Purchaser acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the Purchaser and its staff and agrees to act reasonably and co -operate fully with the Consultant to achieve the Completion of Services. DocuSign Envelope ID: 90CA1440-C3BC-4C2E-AD69-DCA30AD2D4A4 Harris Recording Solutions Page 4 of 5 (b) Required Programs. The Purchaser acknowledges that if the use of the Software requires that the Purchaser obtain and install additional software programs, then the Purchaser agrees that the acquisition of the additional software programs shall be at its sole cost and that the cost thereof is not included in the fees herein. The Purchaser further acknowledges that the operation of the Software requires the Purchaser’s hardware to be of sufficient quality, condition and repair, and the Purchaser agrees to maintain its hardware in the appropriate quality, condition and repair at its sole cost and expense, in order to facilitate the achievement of Completion of Services. (c) Project Manager -- The Purchaser shall appoint a project manager who shall work closely with Harris Staff to facilitate the successful completion of the implementation process and who shall be responsible for supervising the staff of the Purchaser and their co -operation with and participation in such process. 12. Warranty Disclaimer Harris does not make, and hereby disclaims, any and all express and/or implied warranties regarding the services or any material provided by Harris to Purchaser pursuant to this agreement, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement, and warranties arising from a course of dealing, usage or trade practice. Further, Harris does not warrant that the Software Licenses will meet any exact user requirements, and that the software will operate error free or uninterrup ted. In the event an error is discovered in one of the Software Applications currently covered by MSF, and the error is confirmed, Harris will make reasonable efforts to provide Purchaser with a correction. It is acknowledged by the parties hereto that the Hardware provided by Harris to Customer pursuant to this Agreement was manufactured and delivered to Customer by a third party manufacturer and Harris is reselling it to Customer. As such, Harris makes no warranties, express or implied, with respect to the Hardware, including, without limitation, their merchantability or fitness for a particular purpose. Any warranty Customer has with respect to the Hardware shall be solely provided by the manufacturer(s)." 13. Limitations on Liability Purchaser agrees that Harris’ liability hereunder for damages, regardless of the form of action, shall be limited to actual direct damages and shall not exceed the charges hereunder paid by Purchaser to Harris. Purchaser further agrees that Harris will not be liab le for any other damages including consequential, incidental, special, exemplary damages, lost profits, failure to realize anticipated savings, data loss, loss of goodwill, business opportunities or reputation, economic loss or for any claim or demand by any third party, ex cept a claim for patent or copyright infringement with respect to Licensed Software. 14. Change Order Process With respect to any proposed changes to the Services defined by this Agreement, the parties will cooperate in good faith to e xecute Change Orders in respect thereof, and will not unreasonably withhold approval of such proposed changes. If either party cau ses or requests a change in the allocation of the resources of Harris applied to a task, changes in completion schedules for individ ual tasks or for overall implementation, and changes in staffing that require Harris to provide additional work hours, Harris may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, a nd timelines governing, the Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in go od faith by the parties to resolve any such matters in dispute. The following individuals are authorized to sign off on change orders on the Purchaser’s behalf: Name: _______________________ Title: ______ ___ The following individuals are authorized to sign off on change orders on Harris’s behalf: Amir Haghighi Executive Vice President 15. Cancellation Policy In the event of cancellation of the Agreement by either party for any reason, Purchaser agrees to pay for all Software Applic ations delivered, any Professional Services rendered, and T&L expenses incurred prior to the cancellation. Initial down payment of deposit is non-refundable. Purchaser must provide written notification to Harris if it wishes to cancel the Agreement. Cancellation of any on-site Services by Purchaser is allowed for any reason if done in writing more than fourteen (14) days in advance of such Services. Cancellation by Purchaser with fourteen (14) days or less of scheduled on-site Services will be billed at fifty percent (50%) of the on-site fee, plus any non-recoverable costs incurred by Harris due to advance scheduling of travel. Additionally, Purchaser hereby acknowledges that cancellation of on-site Services means that such on-site Services will be rescheduled as Harris’ then current schedule permits. Harris is not responsible for any delay in Purchaser’s project resulting from Purchaser’s cancellation of consulting. If additional DocuSign Envelope ID: 90CA1440-C3BC-4C2E-AD69-DCA30AD2D4A4 Harris Recording Solutions Page 5 of 5 services are required because the Purchaser was not adequately prepared for the on -site services, Harris will provide a Change Order to the Purchaser for the additional services. 16. Governing Law; Venue This Agreement shall be governed by the substantive and procedural laws of the State of Colorado. Purchaser hereby agrees to submit to the exclusive jurisdiction of, and venue in, the courts in the State of Colorado in any dispute arising out of or related to this agreement. 17. Entire Agreement This Agreement shall constitute the entire agreement between the parties hereto with respect to the matters covered herein. Any modification or waiver of this Agreement is effective only if it is in writing signed by an authorized representative of the party to be charged. Provisions of a Customer purchase order or similar document are not applicable if they conflict with or add to the terms of this Agreement. Eagle County By: ____________________________ Date:__________________ Title: ___________________________ Harris Recording Solutions By:____________________________ Date: December 12, 2019 Title: Executive Vice President DocuSign Envelope ID: 90CA1440-C3BC-4C2E-AD69-DCA30AD2D4A4 2/27/2020 County Manager