Agenda 02/28/2012 Item #16E6EXECUTIVE SUMMARY
Recommendation to approve Amendment #1 to Contract #10 -5486 – Homeless
Management Information System, with Data Systems International, to clarify the
term of the contract and to change the dispute resolution venue to Collier County,
Florida.
OBJECTIVE: To modify contract #10 -5486 – Homeless Management Information
System for clarification of specific terms and conditions.
CONSIDERATIONS: On April 27, 2010 the Board of County Commissioners approved
Item 16D12, to contract with Data Systems International for use of the Homeless
Management Information System software. The contract and Exhibit "A" to the contract
had conflicting "Term and Termination" clauses. The contract clause calls for an annual
renewal with notice from the County to Data Systems International of the County's
intention to extend the contract for one more year. The clause in Exhibit "A" states that
the agreement shall continue until formal termination by the County in accordance with
the Contract. The clause in Exhibit "A" is being deleted in Amendment #1 to correct this
contradiction of terms.
The contract is also being amended to establish that venue and jurisdiction for any
disputes arisina under the contract will be in Collier County, Florida.
FISCAL IMPACT: There is no fiscal impact in connection with this Executive Summary.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact
resulting from this action.
LEGAL CONSIDERATIONS: This item has been reviewed and approved by the
County Attorney's Office, is legally sufficient for Board action and only requires a
majority vote for approval —SRT.
RECOMMENDATION: That the Board of County Commissioners approves
Amendment #1 to Contract 10 -5486 – Homeless Management Information System and
authorizes the Chairman to execute Amendment #1.
Prepared by: Lyn M Wood, Procurement Strategist, Purchasing Department
Attachments: Amendment 1
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.6.
Item Summary: Recommendation to approve Amendment #1 to Contract #10 -5486
Homeless Management Information System, with Data Systems International, to clarify the
term of the contract and to change venue to Florida.
Meeting Date: 2/28/2012
Prepared By
Name: DeLeonDiana
Title: Contracts Technician, Purchasing
2/13/2012 11:35:53 AM
Submitted by
Title: Contracts Special ist,Purchasing & General Services
Name: WoodLyn
2/13/2012 11:35:54 AM
Approved By
Name: WoodLyn
Title: Contracts Specialist,Purchasing & General Services
Date: 2/13/2012 12:00:47 PM
Name: SmithKristen
Title: Administrative Secretary,Risk Management
Date: 2/13/2012 12:49:23 PM
Name: WardKelsey
Title: Manager - Contracts Administration,Purchasing & Ge
Date: 2/14/2012 11:42:08 AM
Name: CarnellSteve
Title: Director - Purchasing /General Services, Purchasing
Date: 2/14/2012 1:52:05 PM
Name: PriceLen
Title: Administrator, Administrative Services
Date: 2/15/2012 4:47:13 PM
Name: TeachScott
Title: Deputy County Attorney,County Attorney
Date: 2/16/2012 1:45:26 PM
Name: KlatzkowJeff
Title: County Attorney
Date: 2/21/2012 11:19:13 AM
Name: FinnEd
Title: Senior Budget Analyst, OMB
Date: 2/21/2012 11:26:54 AM
Name: SheffieldMichael
Title: Manager- Business Operations, CMO
Date: 2/21/2012 4:49:20 PM
EXHIBIT A -1 Contract Amendment #1
"Homeless Management Information System"
This amendment, dated , 2012 to the referenced agreement shall be by and
between the parties to the original Agreement, Data - Systems International (to be referred to as "DSI ") and
Collier County, Florida, (to be referred to as "Licensee ").
Statement of Understanding
RE: Contract # 10 -5486 — "Homeless Management Information System"
In order to continue the services provided for in the original Contract document referenced above, DSI
agrees to amend the above referenced Contract as follows:
In the ClientTrack Software as a Service (SaaS) Subscription Agreement, the first paragraph under the
heading "General" shall be changed to read as follows:
This Agreement and the Parties hereto agree and consent that this Agreement shall be governed
by the internal laws of the State of Florida, without giving effect to principles of conflict of laws
and the exclusive jurisdiction and venue of the state or federal courts sitting in Collier County,
Florida to resolve any disputes arising under this Agreement. In each case, this software license
and Agreement shall be construed and enforced without regard to the United Nations Convention
on the International Sale of Goods.
In Exhibit A, Software as a Service (SaaS) Subscription Terms and Conditions, delete the "Term and
Termination" paragraph.
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF, DSI and the Licensee have each, respectively, by an authorized person or
agent, hereunder set their hands and seals on the date(s) indicated below.
Accepted:
12012
DATA - SYSTEMS INTERNATIONAL: LICENSEE:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Carl Champagne, CEO
ATTEST:
Dwight E. Brock, Clerk of Courts
By:_
Dated:
(SEAL)
go
Fred W. Coyle, Chairman
Approved as to form and
legal sufficiency:
Deputy County Attorney
CLIENTTRACKTm
Subscription Agreement
Organization Name: Collier County Board of County Commissioners
Initial Number of Active User Seats: _75 Initial Number of Agencies: _8_
THIS AGREEMENT, made this X7 day of Y t 20 r (?by and between Data Systems International ( "DSI "),
a Utah corporation, having a principal place of business at 545 East 4500 South, Suite E260, Salt Lake City, Utah 84107 and
Collier County Board of County Commissioners ( "CUSTOMER'), with a principal place of business at 3301 Tamiami Trail East,
Naples, FL 34112; and set forth the terms and conditions of a ClientTrackTM Software as a Service (SaaS) subscription.
Definitions;
Active User: A named end -user of a ClientTrackTM system that has
current login privileges. An Active User account (seat) cannot be
shared or used by more than one individual Active User but may be
reassigned from time to time to new Active Users who are replacing
former Active Users who have terminated employment or otherwise
changed job status or function and no longer use the Service.
Inactive User: A named end -user of a ClientTrackTM system that DOES
NOT have current login privileges. An Inactive Users may be
maintained in the system for historical and data integrity reasons.
Term of Agreement:
The term of this Agreement shall be in effect from the Effective Date
stated above and run for twelve (12) consecutive months. The Customer
may, at its discretion and with the consent of DSI, renew the Agreement
under all of the terms and conditions contained in this Agreement for
subsequent additional one (1) year periods. The Customer shall give
DSI written notice of the Customer's intention to extend the Agreement
term not less than thirty (30) days prior to the end of the Agreement
term then in effect.
Grant of SaaS Subscription and Limited Use Software License:
CUSTOMER must obtain from DSI a valid SaaS seat subscription
sufficient for each Active User authorized to use the ClientTrackTm
Service.
DSI hereby grants and CUSTOMER hereby accepts, a limited, non-
exclusive license for Customer's Active Users to use the
ClientTrack.NetTm software provided CUSTOMER complies with all
terms and conditions of this agreement; including but not limited to, the
Software as a Service (SaaS) Subscription Terms & Conditions a part of
this Agreement as Exhibit A.
DSI reserves the right to modify the Software as a Service (SaaS)
Subscription Terms & Conditions terms and conditions of this
Agreement or its policies relating to the Service at any time, effective
upon written notice as provided in this Agreement; any continued use of
the Service after any such changes shall constitute your consent to such
changes.
This license shall immediately terminate and be null and void upon
termination or upon Customer's violation of this Agreement.
Price and Payment Terms:
Customer agrees to make prompt payment to DSI upon receipt of a
properly completed invoice. Customer shall bear all applicable federal,
state, municipal and other govenunent taxes (such as sales, use and
similar taxes), and similar charges, however designated or levied.
DSI's pricing does not include charges. Payment will be made upon
receipt of a proper invoice and in compliance with Section 218.70, Fla.
Stats., otherwise ]mown as the "Local Government Prompt Payment
Act." Tax Exemption certificates, if applicable, must be presented prior
to invoice if they are to be honored. DSI shall only bill the Customer for
deliverables and services specifically stated in this agreement or
otherwise approved in writing in advance by the Customer.
The Customer shall pay DSI SaaS setup and subscription fees as
specified in SaaS Pricing Table, part of this Agreement as Exhibit B.
Monthly SaaS Subscription Fees are due and payable in advance on a
quarterly basis; SaaS billing shall be deemed supported by
documentation of SaaS active user count defined as the greater of a)
actual number of active users or b) the minimum number of user
specified herein.
Additional users may be added by the Customer as desired. Billing for
Setup Fees and on a pro -rated basis SaaS Subscription Fees for
additional users shall be added to the next quarterly billing based upon
the time the user was created
Requirement for Minimum Number of Active Users:
During the initial term of this Agreement the minimum number of
Active Users subscriptions required under this contract shall be no less
than seventy-five (75) users.
No Rental/No Commercial Hosting:
You may not rent, lease, lend, or provide commercial hosting services
with the Software.
Software Ownership:
The Software is owned by Data Systems International. The Software is
licensed to CUSTOMER not sold. All rights not specifically granted in
this Agreement, including Federal and International Copyrights, are
reserved by Data Systems International,
Software Limited Warranty:
DSI warrants to CUSTOMER, that the software will operate
substantially in accordance with its accompanying documentation for
term of this Agreement. This warranty is void if failure of the software
has resulted from accident, abuse, or misapplication.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE
IS PROVIDED "AS IS, "; DATA SYSTEMS INTERNATIONAL
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH
RESPECT TO THE SOFTWARE AND DOCUMENTATION. THIS
LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS:
YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE
TO STATE.
Limitation of Liability:
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT
OR OTHERWISE, DSI SHALL IN NO EVENT BE LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE
AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL,
CONTRACTUAL OR EQUITABLE THEORY FOR: (i) ANY
INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND
WHETHER OR NOT ADVISED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES FOR
LOST PROFITS OR LOST DATA; OR (iii) COST OF
PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR
SERVICES.
Non - Payment and Suspension:
In addition to any other rights granted to DSI herein, DST reserves the
right to suspend or terminate this Agreement and Customer's access to
the Service if Customer's account becomes delinquent (141s into
arrears).
of 1.09; pef month en my eutsUnding --- ����---- --/- -- . You
will continue to be charged for Active Users during any period of
suspension. If Customer or DSI initiates termination of this Agreement,
Customer will be obligated to pay the balance due on Customer's
account.
DSI reserves the right to impose a reconnection fee in the event you are
suspended and thereafter request access to the Service. You agree and
acknowledge that DSI has no obligation to retain Customer Data or
Configuration AND Customer Data and Configuration may be
irretrievably deleted if Customer's account is 90 days or more
delinquent.
Termination
Either party may terminate this Agreement or reduce the number of
licenses, effective only upon the expiration of the then current term, by
notifying the other party in writing at least thirty (30) business days
prior to the date of the invoice for the following term
In the event this Agreement is terminated (other than by reason of your
breach), DSI will make available to Customer a file of the Customer
Data within 30 days of termination if Customer $o requests at the time
of termination. Customer agrees and acknowledges that DST has no
obligation to retain the Customer Data, and may delete such Customer
Data, more than 30 days after termination.
Any breach of your payment obligations or unauthorized use of the
Service will be deemed a material breach of this Agreement. DSI in its
sole discretion may terminate your password, account or use of the
Service if you breach or otherwise fail to comply with this Agreement.
In any dispute arising out of DSI's duties and obligations under this
Agreement, DSI and Customer shall take all reasonable steps to resolve
such disputes prior to the initiation of formal action. Such steps shall
include, but are not limited to, clear notification by either party to the
other of any perceived failure to perform under this agreement and a
reasonable time period of not less than Thirty (30) days, for cure. In the
event a mutually acceptable resolution cannot be reached, either party
may terminate this Agreement by providing Thirty (30) days written
notice to the other at the party's last known address.
In the event that any dispute shall require arbitration or other legal
proceedings between the parties regarding this Agreement each party
agrees to bear its own cost.
General
This Agreement and the Parties here to agree and consent that this
Agreement shall be governed by the internal laws of the State of Utah,
without giving effect to principles of conflict of laws and the exclusive
jurisdiction and venue of the state courts sitting in Salt Lake County,
Utah or the federal courts in the District of Utah to resolve any disputes
arising under this Agreement. In each case this software license and
Agreement shall be construed and enforced without regard to the United
Nations Convention on the International Sale of Goods.
This Agreement contains the complete agreement between the parties
with respect to the subject matter hereof, and supersedes all prior or
contemporaneous agreements or understandings, whether oral or
written. The failure or delay of DSI 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. No DSI dealer, agent
or employee is authorized to make any amendment to this Agreement
unless such amendment is in writing and signed by a duly authori zed
representative of DSI.
If any provision of this Agreement shall be held by a court of competent
jurisdiction to be contrary to law that provision will be enforced to the
maximum extent permissible and the remaining provisions of this
Agreement will remain in full force and effect.
DSI, ClientTrack.NetTM and other trademarks contained in the Software
are trademarks or registered trademarks of Data Systems International
in the United States and/or other countries. Affiliate User may not
remove or alter any trademark, trade names, product names, logo,
copyright or other proprietary notices, legends, symbols or labels in the
Software. This Agreement does not authorize you to use DSI or its
licensors' names or any of their respective trademarks.
IN WITNESS WHEREOF, the authorized representatives of the parties have executed this agreement on the day and year written below:
Executed this day of , 20JAP Collier County,Bogrd of County Cowdssioners
D 's Si Customer Signature:.
Print Name: Carl Champagne
0,4.1 0 h —,,c. c. 1-
Title: Chief Executive Officer
e9�31 sutfttiency
County Attorney
Print Name:
Title:
ATTEST:
Dwightk E. B
Att4k$t.
d9nat
Fred W. Coyle
ChairTW,. ,,
' aIr,t
ar
Exhibit A
Software as a Service (SaaS) Subscription Terms & Conditions
This Software as a Service Agreement ( "Agreement ") is made as of the Order Date of the service, by and between DataSystems International Incorporated, a Utah
Corporation, ( "DSI"), and the ordering party ( "CUSTOMER").
Services
DST will provide, subject to the terms herein, the
CUSTOMER with a non - exclusive license to use of
the application server, software set and the support
services set forth in this Agreement (collectively, the
"Services "), solely for the purpose of access and
execution of Customer's subscription to the
ClientTrackIrm software application ("ClientTrack)
delivered as Software as a Service over the Internet.
DST alone (and its licensors, where applicable) own
all right, title and interest, including all related
Intellectual Property Rights, in and to ClientTmckTm
and associated products, technology, the Service and
any suggestions, ideas, enhancement requests,
feedback, recommendations or other information
provided by Customer or any other party relating to
the Service. This Agreement is not a sale and does
not convey to Customer any rights of ownership in
or related to the Service, the ClientTrackTm or the
intellectual Property Rights owned by DST.
CUSTOMER will have access to the Services for the
purpose of using the Services for its intended
purpose and in accordance with the specifications set
forth in any documentation relating to the Services
provided by DSI. Such use and access will be
continuous on a 24 hour basis except for
interruptions by reason of maintenance or downtime
beyond Licensees reasonable control.
All standard features and functions of ClieniTrackTu
Core - Package will be available to Customer as part
of the monthly user fees.
DSI will provide up to 2 Gigabytes (GB) of storage
space on the application server for CUSTOMER to
use for storage of data necessary for use of
ClientTrack. If CUSTOMER's use exceeds the base
storage space allotted, CUSTOMER will be
responsible to pay for additional data storage fee at
DST's prevailing rate; incremental fees will be
calculated on the average monthly storage overage
and invoiced quarterly.
Databases smaller than i Gigabyte can be exported
through the Application's "Export Whole Database'
feature. The exportation of databases larger than 1
Gigabyte must be performed by Licensor's
professional staff with Customer being charged for
associated time and material.
DSI will maintain ClientTrack during the term of
this Agreement. In the event ClientTrack has been
modified or customized, and DSI personnel
performed those modifications, DSI agrees to
maintain ClientTrack as modified. The cost of
regular application maintenance (break/fix) is
included in the Monthly User Fees. Software
support beyond regular application maintenance may
be billable to CUSTOMER at DST's prevailing
Professional Services rates.
DST reserves the right to modify any Service from
time to time; provided that Customer may terminate
a Service without penalty in the 30 days following
notice from DST of the implementation of any
change to a Service that has a material adverse affect
on the functionality of that Service, if DSI fails to
correct the adverse effect in the 30 days following
Customer's written notification to DST of such effect.
DST, its affiliates or subcontractors may perform
some or all of DSrs duties and/or obligations
hereunder.
CUSTOMER Responsibilities
CUSTOMER must obtain from DST a valid SaaS
seat licensing sufficient for the number of authorized
users to use the ClientTrack Software.
CUSTOMER will use the ClientTrack only for its
internal business operations and will not permit
ClientTrack to be used by or for the benefit of
anyone other than CUSTOMER.
CUSTOMER will not have the right to re- license or
sell rights to access and/or use the Licensed
ClientTrack Application or to transfer or assign
rights to access or use ClientTrack, except as
expressly provided herein.
CUSTOMER may not modify, translate, reverse
engineer, deoompile or create derivative works based
upon CliemTtack. Customer agrees to use
ClientTrack in a manner that complies with all
applicable laws including intellectual property and
copyright laws. Licensor expressly reserves all rights
not expressly granted to CUSTOMER herein.
CUSTOMER shall not (i) license, sublicense, sell,
resell, transfer, assign, distribute or otherwise
commercial ly exploit or make available to any third
party the Service or the Content in any way; (ii)
modify or make derivative works based upon the
Service or the Content; (iii) create Internet "links" to
the Service or "frame" or "mirror" any Content on
any other server or wireless or Internet -based device;
or (iv) reverse engineer or access the Service in order
to (a) build a competitive product or service, (b)
build a product using similar ideas, features,
functions or graphics of the Service, or (c) copy any
ideas, features, functions or graphics of the Service.
CUSTOMER shall not: (i) send spam or otherwise
duplicative or unsolicited messages in violation of
applicable laws; (ii) send or store infringing,
obscene, threatening, libelous, or otherwise unlawful
or tortious material, including material harmful to
children or violative of third party privacy rights;
(iii) send or store material containing software
viruses, worms, Trojan horses or other harmful
computer code, files, scripts, agents or programs;
(iv) interfere with or disrupt the integrity or
performance of the Service or the data contained
therein; or (v) attempt to gain unauthorized access to
the Service or its related systems or networks.
CUSTOMER can add users at will; DST will monitor
the CUSTOMER's database to verify number of
users. CUSTOMER agrees to pay a onetime user
setup fees and ongoing software subscription fees for
each user added.
Should the CUSTOMER add users above
CUSTOMER's initial base subscription level, the
new total number of users created within a calendar
month replaces and becomes the CUSTOMER's
base contractual user subscription and will be billed
accordingly for the month added and for the
remainder of the contract period.
CUSTOMER will not: (i) transmit or share
identification or password codes to persons other
than authorized users (ii) permit the identification or
password codes to be cached in proxy servers and
accessed by individuals who are not authorized
users, or (iii) permit access to the ClientTrack
Application through a single identification or
password code being made available to multiple
users on a network.
CUSTOMER will be responsible to provide, install,
and maintain all workstations equipment and
operating system and other software to establish and
utilize a supported World Wide Web browser; as
well CUSTOMER is responsible for establishing and
maintaining an Internet connection necessary to
access and use the Services. CUSTOMER is
responsible for all costs and fees (including, but not
limited to telephone service, or other
telecommunications service, computers and
modems) associated with such providing user
workstations and Internet services. DST recommends
a broadband Internet connection typically this is a
minimum cornection method/speed of a DSL
Internet line. DST does not recommend using a dial -
up modem as an Internet connectivity method in the
use of ClientTrack.
SERVICES MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE
INTERNET AND ELECTRONIC
COMMUNICATIONS. DST IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING
FROM SUCH PROBLEMS.
As part of the registration process for service, each
CUSTOMER's user will be given a password.
CUSTOMER will be responsible for maintaining the
confidentiality of any password used to access the
service. CUSTOMER will be fully responsible for
any and all activities that occur under
CUSTOMER'S account and passwords.
Data Ownership; Confidentiality; Loss
All data created or transmitted by CUSTOMER and
stored on DST servers as part of the Services shall at
all times be owned by CUSTOMER.
All data pertaining to CUSTOMER disclosed to DST
in connection with the performance of this
Agreement and residing on DST's application server
wi II be held as confidential by DST and will not,
without the prior written consent of CUSTOMER, be
disclosed or be used for any purposes other than the
performance of this Agreement. DST will safeguard
the confidentiality of such data using the same
standard of care that DST uses for its own
confidential materials. This obligation does not apply
to data that: (i) is or becomes, through no act or
failure to act on the part of DSI, generally known or
available; (ii) is known by DSI at the time of
receiving such information as evidenced by its
written records; (iii) is hereafter furnished to DSI by
a third parry, as a matter of right and without
restriction on disclosure; (iv) is independently
developed by DST as evidenced by its written and
dated records and without any breach of this
Agreement; or (v) is the subject of a written
permission to disclose provided by CUSTOMER,
Further notwithstanding the forgoing, disclosure of
data will not be precluded if such disclosure: (i) is in
response to a valid order of a court or other
governmental body of the United States; (ii) is
otherwise required by law; or (iii) is otherwise
necessary to establish rights or enforce obligations
under this Agreement, but only to the extent that any
such disclosure is necessary.
CUSTOMER acknowledges that the ClientTrack and
other data on DSI's application server embodies
logic, design and coding methodology that constitute
valuable confidential information that is proprietary
to DST. CUSTOMER will safeguard the right to
access ClientTrack and other applications installed
on DSI's application server using the same standard
of care that CUSTOMER uses for its own
confidential materials.
DST will perform a regular backup of ClientTrack
data on its application servers, using the same
standard of care that DST uses for its own data, but
DSI shah in no event be liable to Customer or any
third party for loss, destruction or corruption of
CUSTOMER Data. CUSTOMER agrees and
acknowledges that it is in a better position to foresee
and evaluate any potential damage or loss it may
suffer in connection with loss of CUSTOMER Data
and that the fees payable under this Agreement have
been calculated on the basis that DST shall exclude
liability as provided in this Section.
DST specifically recommends that CUSTOMER
make use of the ClientTrack Application's "Export
Whole Database' feature to ensure that the
CUSTOMER maintains a viable copy of
CUSTOMER's data to meet CUSTOMER's Disaster
Recovery / Business Continuity requirements.
Service Levels
Except as otherwise provided herein, DSI will use
commercially reasonable efforts to make the
Services available in accordance with prevailing
Software as a Service / Application Service Provider
industry standards, taking into account the
CUSTOMER's workstations and the speed of their
Internet connection to access and use the Services.
DST will use commercially reasonable efforts under
the circumstances to remedy any interruptions,
omissions, mistakes, accidents or errors in the
Services (hereinafter "Defects ") and substantially
restore the Services to conform to specifications
included in the current Customer/DSI contract
documents and current ClientTrack documentation.
If the Services fail to substantially conform to
specifications included in the current Customer
contract documents and current ClientTrack
documentation over a continuous period of thirty
(3 0) days after written notice to DST of such
nonconformity, CUSTOMER may terminate
Services, provided that the Defect is not caused or
contributed to, directly or indirectly, by any act or
omission of CUSTOMER or its customers, affiliates,
agents, representatives, or invitees, other than normal
use ofthe Services.
Technical Support.
CUSTOMER acknowledges that, except as expressly
provided in this Section, all support for the
ClientTrack Software shall be provided as defined by
DSI pursuant to current Customer /DSI contract
documents and prevailing DST business practice.
DST shall provide support to CUSTOMER only with
respect to access and availability of the ClientTrack
Software maintained by DST pursuant to this
Agreement ( "DST Support'. DST Support shall be
available via telephone and email during the hours of
8:00 a.m. to 5:00 p.m., Mountain Time, Monday
through Friday, excluding federal holidays.
Support after the provided hours, may be provided
by DSI at a rate twice DSI's prevailing professional
services time and material rates, billed for each hour
or fraction thereof.
CUSTOMER acknowledges that issues outside the
normal scope of DSrs standard technical support
may be billable to the CUSTOMER as professional
services at DSI's prevailing professional services
time and material rates; however, DST will not
perform nor bill for such services without prior
approval in writing by the CUSTOMER.
Term and Termination
This Agreement commences on the first substantial
use of the ClientTrack system by the CUSTOMER
shall continue until the CUSTOMER formally
terminates this agreement under the terms herein or
as provided in the current Customer/DSI contract.
Disclaimer of Warranties, Limitation of Damages
EXCEPT AS EXPRESSLY SET FORTH HEREIN
OR AS PROVIDED IN THE CURRENT
CUSTOMERIDST CONTRACT,
DST MAKES NO WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, FOR THE
SERVICES IT 1S PROVIDING.
DST exercises no control over and accepts no
responsibility for the content of the information
passing through the Services. DST specifically denies
any responsibility for the accuracy or quality of
information obtained through the Services. Use of
any information obtained via the Services is at
Customer's own risk.
EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, IN NO EVENT SHALL
EITHER PARTY OR ANY OF DSPS SUPPLIERS
OR LICENSORS BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL,
PUNITIVE, OR INCIDENTAL DAMAGES OF
ANY KIND (INCLUDING, BUTNOT LIMITED
TO, LOSS OF USE, INTERRUPTION OF
BUSINESS, LOST PROFITS, LOST REVENUE,
OR LOST DATA), NOR SHALL DSFS
SUPPLIERS OR LICENSORS BE LIABLE FOR
DIRECT DAMAGES TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
Customer agrees and acknowledges that it is in a
better position to foresee and evaluate any potential
damage or loss it may suffer in cormection with the
Services and that the fees payable under this
Agreement have been calculated on the basis that
DST shall exclude liability as provided in this
Section.
Force Majeure
DS shall not be deemed to be in default of any
provision of this Agreement or be liable for any
delay or failure in performance due to Force
Majeure, which shall include without limitation acts
of God, earthquake, weather conditions, labor
disputes, changes in law, regulation or government
policy, riots, war, fire, epidemics, acts or omissions
of vendors or suppliers, equipment failures,
transportation difficulties, malicious or criminal acts
of third parties, or other occurrences which are
beyond DSrs reasonable control
Exhibit B
Pricing
Exhibit B — SaaS Pricing Table
DesGr .ryn � '
r
Setup Fees These amounts are billed and
payable as additional users or agencies are added Quantity
Rate
One Time per User Setup Fee 0
150.00
NA
One Time per Agency Setup Fee 0
150.00
NA
Total Setup Fees
NA
Monthly SaaS Subscription Fees These
amounts are billed and payable quarterly in
Monthly
Each Quarter Annual
advance ty
Rate **
Billing —YR1 Cost
Monthly SaaS User Seat Subscription
75
$ 38.50
$ 8,662.50
1$34,650
Table
Rate
$ 150.00
$ 300.00