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2001-039 Pinpoint Tech Maintenance Agreement• RESOLUTION 39-2001 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING THE MAYOR AND VILLAGE CLERK TO ENTER INTO A MAINTENANCE AGREEMENT WITH PINPOINT TECHNOLOGIES, INC. WHICH AGREEMENT IS FOR THE PURPOSE OF SECURING MAINTENANCE SERVICES FOR WESTECH EMS PRO SOFTWARE OF THE PUBLIC SAFETY DEPARTMENT FOR THE PERIOD FROM FEBRUARY 1, 2001, THROUGH JANUARY 31, 2002; AND, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the Maintenance Agreement with Pinpoint Technologies, Inc. attached as Exhibit "A", which Maintenance Agreement is for the purpose of securing maintenance services for Westech EMS Pro Software of the Public Safety Department for the period from February 1, 2001, through January 31, 2002. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Maintenance Agreement with Pinpoint Technologies, Inc. set forth in Exhibit "A" for and on behalf of the Village of North Palm Beach. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 12th DAY OF APRIL, 2001. (Village Seal) • ATTEST: G~ VILLAGE CLERK i~PR 30 2001 3: 37PM PINPOINT TECHNOLOGIES 303 8010001 /~J p,2 X~~, MAINTENANCE AGREEMENT ~~ ~` ~ `r'`- THIS SOFTWARE MAINTENANCE AGREEMENT ("Agreement")entered into • this 1" day of February. 2001, between PINPOINT TECHNOLOGIES, INC., a Delaware corporation ("Seller"), and Village of North Palm Beach ("BUYER"). E TAL A. Seller desires to sell to Buyer and Buyer desires to purchase from Seller computer software maintenance of the RightCAD Computer Aided Dispatch system and/or the Sanitas Billing system and/or the Westech EMS Pro Field Data Collection system for one year from the date of this agreement. B. Seller and Buyer desire to set forth herein the terms of the sale of Software Maintenance Agreement. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct. 2. Purchase and Sale. Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller software service and maintenance for a one year period through January 31.2002 for the RightCAD and/or Sanitas and/or Westech EMS Pro Software Products (the "Products") purchased by Buyer in February 2001. (a) Seller will maintain a 24-hour customer service "hot-line" for emergency dispatch technical support. Billing and field data collection technical support are excluded from emergency technical support. Emergencies are defined as an inability to use the entire RightCAD system for a purpose which the user has.an immediate need (e.g. all users unable to login to the system constitutes an emergency versus a single user's inability to login, which does not constitute an emergency because there (s an acceptable workaround, login as another user, available). Seller will also maintain business hour response, excluding holidays, for dispatch, billing and field data collection technical support. Seller will provide the telephone number of such hot-line to Buyer on or before the date of Product installation and Buyer may use such hot-line at any time during the warranty period in the event it needs assistance with respect to the Products. (b) Software enhancements and upgrades are available as part of the Software Upgrade program. This program offers the buyer availability to all software upgrades during the terms of this agreement. Buyer will Install any software enhancements and changes (including improvements to performance) which may become available in the course df the Warranty period. If Buyer requires Sellers assistance with the Installation of any software enhancements and changes, Buyer must contact Seller to schedule a time and date that is convenient for both parties. • Reasonable travel and related expenses associated with any onsite Installation and training will be borne by the Buyer. Travel and related expenses for onsite installation and training must be approved by Buyer prior to such expenses being incurred. (c) The parties acknowledge that proper maintenance of the Products during the warranty period may from time to time necessitate a certain amount of ~1PR 10 2001 3:37PM PINPOINT TECHNOLOGIES 303 8010001 "down-time" of the Products. Services provided hereunder do not assure uninterrupted operation of the Products. However, the parties shall cooperate in using their respective best efforts to minimize such down-time and to arrange for such down-time • to occur at mutually convenient times. (d) Buyer shall provide et Its expense and reasonably accessible to the Products, adequate working and storage space and facilities as needed by Salter to provide services hereunder. Buyer shall provide a 56K BPS or faster modem and telephone line Interface which shall be accessible to the Seller upon adequate notice to the Buyer. When the need arises, Buyer shall provide Seller or authorized representatives full and free access to the Products. Such access for the computer software may be from primary or remote locations and may be direct or through telephone line access, at the sole discretion of the Seller. (e) Seller shall not be obligated to provide service at any location other than at which the Products were initially installed. If Buyer desires to relocate the Products, it shall give timely prior notice to Seller and any relocation and resumption of service hereunder with respect to such Products shall be subject to agreement between authorized representatives of the parties. (f) When Seller performs warranty services which require the use of the computer software or documentation, Buyer shall make it available at reasonable times and for reasonable time increments, and will not charge Seller for such use. 3. Purchase Price. The purchase price for one year of Technical Support of the Products shall be 2723.10 and the yearly cost for the Software Upgrade Program shall be ~ The total yearly cost of both is 27 0 The price of Technical Support and the Software Upgrade Program are calculated as 15% each of software costs and is subject to increase upon purchase of additional software during the warranty period. All purchase prices quoted here in are exclusive of any shipping charges and sales, use, and other excise taxes which may be applicable. Ail such charges and taxes shall be the responsibility of and borne by the Buyer. In addition, all purchase prices are exclusive of the costs of travel and related expenses associated with Seller's maintenance of the Products at the Buyer's place of business. All such reasonable costs and expenses Incurred by the Seller shall be invoiced separately and shall be reimbursed by the Buyer within 30 days from the date of invoice. 4. Payment Terms. The total purchase price shall be payable in full simultaneously with the execution of this Agreement. 5. Miscellaneous. (a) C~overning Law and Jurisdiction. Th(s Agreement shall be governed by and construed (n accordance with the laws of the State of Florida. Seller and Buyer hereby agree to submit to jurisdiction in any such court In the event of any such claim or action. Not withstanding anything contained herein, any action or claim against any supplier of Seller shall be maintained by Buyer only In a court of competent jurisdiction • as set forth in the applicable agreement executed by Seller and such supplier pursuant to such relationship. For purposes of any such action or claim, this Agreement shall be construed in accordance with the laws of such jurisdiction. P•3 RPR 10 2001 3:37PM PINPOINT TECHNOLOGIES 303 8010001 (b) din s. This section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any or all of the provisions of this Agreement. • (c) Binding Effect: Assignment. This Agreement shall be binding upon and shall inure to the benefit of Seller's and Buyers legal representatives, successors and assigns. The parties understand that Buyer may collaterailze financing to acquire the Products and in connection therewith may assign this Agreement to the lending institution. Accordingiy, this Agreement may be assigned by Buyer to obtain such financing. This Agreement may otherwise be assigned by the parties hereto only by written consent of the other party, which consent may not be unreasonably withheld. (d) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, both written and oral, between the parties hereto with respect to such subject matter. (e) Amendment: Waiver. This Agreement may not be amended or modified in any way except by written Instrument executed by all of the parties hereto. The waiver of any breach or commitment under this Agreement by any party hereto shall not constitute the waiver of any other breach or commitment pursuant to this Agreement. (f) Indemnification. Seiler agrees to indemnify and save and hold Buyer harmless at all times after date of this Agreement, against and in respect of all liabilities, claims, damages, deficiencies, actions, proceedings, demands, assessments, judgments, costs and expenses Incident to any of the foregoing by reason of Seller's performance of Agreement and conduct of business from and after date of this Agreement. Such indemnification shall include damage to the property of the Buyer or injury to employees or agents of the Buyer arising out of the conduct, operation, acts, or omissions of Seller hereunder. (g) Attorney's Fees. In any litigation between the parties in regards to this Agreement, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party a reasonable attorney's fees and all costs of litigation both at the trial and appellate level. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. PINPOINT TECHNOLOGIES, INC., a Delaware corporation By: _.._ Authorized Re sentative • BUYER p.4 By: Authorized Representative