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HomeMy WebLinkAboutAces Advanced Computer-Professional Services Agreement-07.23.2007 A 3-67 £4 1 o t,o , 0 o a7 G a a-- ADVANCED COMPs.1'TER ENGINEERING SOLUTIONS 00401 ACES IT Outsourcing Terms & Conditions AC ES Client:Waterloo Police Department 1007 Technology Pkwy Addressl: 715 Mulberry St. Cedar Falls, IA 50613 Address 2: Felecia Babb City, State,Zip: Waterloo IA 50701 General Manager Name: Title: Authorized Signature: Authorized Signature: General Computer Pros, Inc. DBA ACES (hereinafter referred to as"ACES") agrees to sell to Client identified on the executed quotation and/or on the executed Standard Contract(hereinafter referred to as"Client")and Client agrees to buy from ACES,the Equipment and Services listed on the quotation attached to this Agreement and incorporated herein by this reference.Any purchase or future purchase of goods and services shall be in accordance with the terms and conditions hereinafter provided. This Agreement contains the entire agreement between the parties with regard to the subject matter hereof,and ACES is not bound by any representations or inducements not set forth herein. Client acknowledges having read the terms and conditions herein, including all of those on the subsequent pages hereof and agrees to be bound thereby. THIS AGREEMENT SHALL BECOME EFFECTIVE AND BINDING UPON EXECUTION HEREOF BY CLIENT AND ACES. IN THE ALTERNATIVE, IN THE EVENT THAT THIS AGREEMENT IS NOT SIGNED, IF THIS AGREEMENT REQUIRES THE SHIPMENT OF GOODS OR PERFORMANCE OF SERVICES, THIS AGREEMENT SHALL BE BINDING AND EFFECTIVE UPON THE SHIPMENT OR DELIVERY OF ANY OF THE DESCRIBED GOODS TO CLIENT, OR COMMENCEMENT OF PERFORMANCE OF ANY SERVICES, OR PAYMENT OF ANY DEPOSIT OR PARTIAL PAYMENT.ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN ARE INCORPORATED BY THIS REFERENCE, INCLUDING THE AGREEMENT TO ARBITRATE IN THE EVENT OF ANY CONTROVERSY. NO TERMS VARYING THE TERMS SET FORTH HEREIN, UNLESS SPECIFICALLY AGREED TO AND ACKNOWLEDGED BY THE PARTIES, IN WRITING, SHALL BECOME A PART OF THIS AGREEMENT. Limitation of Liability and Warranty For the purpose of this Agreement, "Installation and Acceptance Date"is herein defined as the date upon which the equipment is installed at the Premises,and is substantially functioning.The estimated installation date is an approximate date and ACES shall not be liable for damages,special, consequential or otherwise,for delays in Installation and Acceptance Date, including, but not limited to those caused by circumstances beyond ACES reasonable control or for unforeseen circumstances in the installation of the equipment.Client agrees that it shall be conclusively presumed that Installation and Acceptance Date is the commencement of the ten-day period in which the Client shall pay ACES the total price less any down payment.Client shall confirm the Installation and Acceptance Date in one of two ways. If ACES deems the project large enough, ACES will create a document of substantial operability(DSO). Client may amend the DSO in writing to specifying any defects in installation or other proper objection to the equipment. ACES will give completion dates for remedies of all documented issues and will remain liable for the completion of all documented issues. If the project is not large enough to warrant a DSO, Client shall 1007 Technology Parkway—Cedar Falls, IA 50613 —(319) 266-9800 www.acesiowa.com rev.070514 • Page 2 of 6, Terms & Conditions accept the delivery and acceptance date as specified by the installing Engineer on an executed Scope of Work. Client may amend the Scope of Work in writing to specify any defects in installation or other proper objection to the equipment or project.ACES will give completion dates for remedies of all documented issues and will remain liable for the completion of all documented issues. It shall be conclusively presumed that the execution of the DSO or Scope of Work by the Client confirms Client's inspection, satisfaction and unqualified acceptance of the Equipment. Whenever necessary under this Agreement, ACES shall test the Equipment by using either the manufacturer's or ACES standard inspection and diagnostic test procedures. All hardware furnished hereunder is warranted to be free from defects in materials and workmanship as specified by the respective manufacturers.ACES may repair or replace,at its sole expense and option but in accordance with the manufacturer's warranty, any defective hardware, provided that the Client has timely notified ACES and ACES has found the hardware to be defective. Client's sole and exclusive remedy hereunder shall be limited to the repair or replacement specified herein.THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR OTHERWISE. Client hereby assumes and shall bear the entire risk of direct and consequential loss and damage to Equipment or any part thereof from the date of delivery to Premises.Client shall pay any Municipal, County, State or Federal sales, excise or other taxes which may be laid upon the sale,transfer of ownership or installation of the Equipment. Client shall indemnify ACES against and hold ACES harmless from any and all claims,actions,suits proceedings,costs, expenses, damages and liabilities, including attorney's fees,claimed by any person, organization, association or otherwise arising out of, or relating to the Equipment, use, possession, operation and/or condition,thereof, except as caused exclusively by ACES. Software will be installed per the publisher's guidelines and is warranted against failure by the publisher as specified by the publisher. Notwithstanding the foregoing,ACES provides the software and accompanying materials (including instructions for use) "as is"without any warranty by ACES of any kind. ACES does not warrant, guarantee or make any representations regarding the use,or the results of use, of the software or written materials in terms of correctness,accuracy, reliability, current issue or otherwise.The entire risk as to the results and performance of the software is assumed by Client. If the software or written materials are defective Client and not ACES, its agents or employees,assume the entire cost of all servicing, repair,or corrections.THE ABOVE IS THE ONLY SOFTWARE WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,AND IS IN LIEU OF ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACES, OR ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY AND CLIENT MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. CLIENT MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. ACES PROVIDES A WARRANTY OF GOOD WORKMANSHIP WITH REGARD TO ALL SERVICES PROVIDED UNDER THIS AGREEMENT. THIS WARRANTY SHALL BE THE ONLY WARRANTY MADE BY ACES, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. ACES limitation of liability, under this Agreement,for any reason whatsoever, shall be limited to the amount of the specific project, one monthly service fee or dispatched service in question. In no case shall a project dependency or service dependency create a greater liability for ACES. CLIENT AGREES THAT ACES SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT, REVENUE OR DATA ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF ACES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. ACES is not responsible for successful "willful act"attacks on Client of any kind,whether internal or external. This agreement specifically does not cover the cost of any repairs or recovery efforts due to such an attack. This includes, but is not limited to, hacking, viruses, deletion of files, hardware damage and business damage due to a willful attack. Although under this agreement, ACES may have the responsibility to oversee Client's security, backup and business continuation systems such as firewall, anti-virus software and backup software and hardware,ACES can not be held responsible for successful attacks which are designed to circumvent these safeguards and successfully attack Client. Terms of Purchase for Equipment Unless otherwise modified by ACES in writing,the terms of payment of the prices set forth above shall be a down payment of fifty percent(50%)of the total price upon execution hereof by the Client. The initial deposit will be used to fund the Service Contract Agreement(SCA) or project fee in its entirety if a SCA or project fee has been purchased, 1007 Technology Parkway—Cedar Falls, IA 50613 —(319) 266-9800 www.acesiowa.com rev.070514 Page 3 of 6, Terms & Conditions with the balance of the deposit being applied to the equipment purchase. The unpaid balance of said purchase price shall be paid "net 10"days from the date when the DSO or SRO is subscribed to by the Client and ACES Engineer attesting that said equipment is in operating condition according to accepted and recommended standards. Such payments shall be made without claim of set-off or reduction for any purpose whatsoever. Upon receipt by ACES of the total purchase price,Title of Equipment shall pass to Client. If any of Client's obligation to ACES be not promptly paid when due, or if Client breaches any provision hereof, Client shall be in default hereunder and all unpaid installments shall become immediately due and payable. Upon Client's default, ACES shall have the rights and remedies of a secured party under the Uniform Commercial Code and any other laws, including the right to any delinquent payments for which Client agrees to remain fully liable.Without prejudice to ACES remedies hereunder, ACES shall be entitled to interest at the rate of 1.5% per month or at the maximum rate permitted by the law,whichever is lower,from the first day of the calendar month for which due until paid. As long as any part of the contract price remains outstanding,the security interest granted hereby shall continue effective, and title of the Equipment shall remain in ACES irrespective of any retaking and redelivery of collateral to Client until all amounts secured hereby are full paid in money. If default continues for five (5)days after written or telegraphic notice thereof by ACES,ACES may render the Equipment unusable until ACES receives payment in full. Terms of Purchase for ACES IT Outsourcing Managed Services This Agreement shall be effective as of the Commencement Date set forth on the quote attached to this Agreement and shall continue unless terminated by either party upon thirty(30)days written notice to the other party. ACES will provide remedial and preventative maintenance for Client on an as needed basis at the request of Client as outlined in the Description of Services attached to this Agreement.All project or services provided outside the scope of the Description of Services document will be billed at ACES best published contract rates. All material/parts costs will be charged to client. ACES will make available to client as part of IT Outsourcing Managed Services, access to the ACES help desk facilities during normal business hours. Client may call help desk for resolution of general network problems. ACES will make available to all client workstations remote control software to enable remote delivery of service. Client agrees to allow ACES access to its network via this connection method. Client will not be charged for help desk support during normal business hours 8AM to 5PM Monday through Friday except holidays. All ACES IT Outsourcing Managed Services PC Management and Server Plan clients will be enrolled in ACES Patch Management Service; ACES will patch operating systems according to ACES documented patch list and in accordance with Software Publishers guidelines with a 90%success rate. Operating System support packs will be applied at the discretion of ACES or at the request of Client.ACES will periodically and at its sole discretion upgrade operating system utilities such as Internet Explorer to the latest version. Patching service pricing is included on the executed Standard Agreement. On occasion, patching services may cause problems with the machine receiving the patch.Any remediation necessary to correct the problems caused by the patch deployment is included with the purchase of the patching service. All ACES IT Outsourcing Managed Services Server Plan clients will be enrolled in ACES RECON Network Monitoring service, ACES will monitor client network for problems from its Network Operations Center(NOC)on a 7X24 basis. ACES will maintain the NOC at a 95%availability level. ACES will respond to alerts generated by the NOC during normal business hours. A regularly scheduled management meeting will be included for IT Outsourcing Monitoring customers. Various management reports and network analysis will be covered in the meeting. Client has final responsibility for the accuracy and integrity of these reports,the system, its contents, and its ongoing operation. Pricing of monthly service is detailed on the executed quotation. General Service work not covered by IT Outsourcing services is billed on a time and materials basis. Service Contract Agreements can be used to cover labor costs. Payment of monthly service is due in full prior to the beginning of month the service is rendered. ACES shall have no obligation to perform services for Client if the Client fails to keep their service account current. RESPONSIBILITIES of CLIENT Prior to the installation of any equipment, Client shall prepare the installation site in accordance with ACES installation instructions. Client shall specify the location for the installation. Client will provide adequate space for the 1007 Technology Parkway—Cedar Falls, IA 50613 —(319) 266-9800 www.acesiowa.com rev.070514 Page 4 of 6, Terms & Conditions Equipment.Client will provide adequate network or communication cable in accordance with standards as required by ACES. Client will also insure that necessary light, adequate separate AC power sources,ventilation and other physical characteristics necessary for the operation of the goods or services to be delivered hereunder are available. In the event that Client requires additions to or modifications of existing equipment or an existing network,either Local area or Wide area, ACES reserves the right to inspect said equipment or network. If ACES determines that said equipment or network does not meet minimum standards of performance or practices,ACES shall inform Client of identified equipment network deficiencies.ACES shall then make recommendations in writing necessary to bring said equipment or network up to minimum standards of performance or practices. In any event ACES shall not be held responsible or liable for guarantees of prices, performance,or time frames resulting from such existing network or equipment deficiencies. The Client will need to designate a single point of contact to interface with ACES.This network administrator will have the authority to authorize purchases and generally dictate network policy to ACES. This includes triage of calls, assignment of work orders to internal personnel or ACES, and documentation of the completion of all work orders. Maintenance plans are very much a partnership arrangement. Success will be determined by active participation on the customer's part. It is ACES expectation that the customer will participate in the management process as well as provide the necessary feedback for proper network maintenance. ACES will on occasion provide warranty work at the request of Client. Manufacturers require most warranty parts to be exchanged with Manufacturer provided service parts. Manufacturers require the return of those parts in extremely short time frames. Therefore, Client will return service parts within 3 days of receipt of replacement parts. If client fails to return defective parts timely,and manufacturer charges ACES for said part, Client agrees to reimburse ACES for all manufacturer charges related to said part. Client will promptly provide approval or disapproval,while the ACES Support Representative is on-site,for services required beyond the one hour minimum labor and$100 parts limit described herein. If Client fails to provide such timely approval,travel time required to make repairs caused by failure in timely approval will be charged at the labor rate provided herein. ACES at is sole discretion may install software and/or hardware to assist in the process of managing and maintaining the clients network. Client agrees to abide by the licenses of the respective software publishers and hardware manufacturers.Copies of the respective licenses are available upon request. Upon termination of this agreement, client agrees to remove and return all property of ACES promptly. Client will not hold any equipment belonging to ACES for claims of set-off or reduction for any purpose whatsoever.Client agrees to de-install all software associated with ACES managed services. If Client fails to return any software and/or hardware,ACES is entitled to collect ACES published list price of product in damages. Client agrees that it shall not solicit for employment any employee of ACES during the term of this Agreement and for a period of one year afterwards. Client agrees that, if it hires any employee of ACES during the period set forth above, it shall be presumed that Client solicited the employee and Client shall pay to ACES,as liquidated damages, and not as penalty,an amount equal to twice the annual salary paid to that employee by ACES. If Client has purchased any monthly service from ACES and the term of the contract expires,ACES will continue to provide service on a month to month basis. Client agrees to give 30 day advanced notice of cancellation of any term based service,whether it is the expiration of a Standard Contract or month to month service. PRICING of Services Labor rates and miscellaneous charges are specified on the attached ACES Service Contract Agreement rate sheet. These rates apply to services performed during normal business hours 8-5 Monday through Friday. Services that are outside the scope of the Description of Services document and that are performed after hours and on weekends will be billed at the specified rate times 1.5. A minimum one-hour of labor will be charged for each on-site service call. No work will be performed for Client after the first hour without Client's prior approval. In addition, for each service call, no parts will be used without Clients prior approval if the price of such parts is greater than$100. A minimum of 1/4 hour of labor will be charged for each call to the help desk.All time billed on the help desk will assumed to be approved as Client is involved with the process. If help desk personnel are unable to resolve the 1007 Technology Parkway—Cedar Falls, IA 50613—(319) 266-9800 www.acesiowa.com rev.070514 "Page 5 of 6, Terms & Conditions issue,an Engineer will be dispatched to the Client location. Standard ACES Service Contract Agreement rates will apply to the on-site service call. There may be a travel charge for travel time between ACES and Client's site.Travel charges are determined by geographic zones as outlined in the Service Contract Agreement. Travel will be billed according to the geographic zone where the service site is located. All services shall be performed during ACES normal working hours. However, if Client requests work to be performed during non-working hours,ACES will use its best efforts to provide such services. General Responsibilities of ACES While Providing Service In furtherance of the above, ACES shall: Provide services as requested by Client, on-site at the location stated on the executed Quote. Services will be performed at the same priority as regular Service Contract Clients. Provide a designated point of contact to receive service requests from Client. Service requests can be placed by calling ACES at 319-266-9800. If an ACES Support Representative is not immediately available when Client places a call for services, ACES will use its best efforts to respond by telephone to such service requests within two hours. Provide the items of equipment(test equipment,tools, etc.) necessary to perform the maintenance services requested. All parts furnished in the performance of this Agreement will meet ACES quality standards. Replaced parts removed from the Clients equipment shall become the property of ACES. ACES shall always have the option, with the client's approval,to remove Client's equipment to the ACES service depot for repairs. The goal is always to expedite repairs. When ACES removes equipment to its service depot for repairs, ACES shall be responsible for any damage to or loss of said equipment from the time the equipment is removed from Client's site until it is returned. Provide summary report to Client which shows the services performed under this Agreement. ACES employees are covered under a$1,000,000 fidelity bond. The fidelity bond protects Client from loss of money, securities,and other property which result from fraudulent activities of ACES employees. As an added protection, ACES will run background checks on all new employees effective November 1, 2005. ACES will notify Client of any changes in personnel related to their particular account. Notification of personnel change will occur within forty eight hours of an employee being dismissed or leaving the employ of ACES. Operative Agreement No delay or failure of either party in exercising any right hereunder,shall be deemed to constitute the waiver of such right(s). If any provision of this Agreement is held to be invalid, illegal or unenforceable,the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. All written notices required to be given by either party to the other under this Agreement shall be addressed to the ACES or Client office listed on the signature page of this document. Such notice shall be deemed to have been given five days after post marked by the United States Postal Service, return receipt requested. Any controversy, dispute or claim arising out of the interpretation, performance or breach of this agreement shall be resolved by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.One arbitrator shall be appointed by the American Arbitration Association who shall have a background in computer hardware and software.The arbitrator shall have authority to assess attorney's fees and costs.The arbitration shall be held in the City of Cedar Falls, County of Black Hawk, State of Iowa. If more than one (1) Client is named in this Agreement,the liability of each shall be joint and several. 1007 Technology Parkway—Cedar Falls, IA 50613—(319) 266-9800 www.acesiowa.com rev.070514 Page 6 of 6, Terms & Conditions This Agreement shall not be amended or altered except in writing signed by both parties hereto. Client can cancel this agreement with 30-days written notice and the payment of setup fees equal to one month's service. ACES shall have the right to terminate this Agreement in the event of any breach by Client, an assignment for the benefit of creditor's of Client or filing of a petition in bankruptcy by Client or Client's failure or neglect to observe any of its existing or future obligations under this Agreement, or for other good cause. This Agreement shall be deemed to have been made in,and shall be construed according to,the laws of the State of Iowa. If any provision of this Agreement is deemed invalid,the remaining portions of the Agreement shall be considered binding and valid. If any legal action is necessary to enforce any provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees and costs. 1007 Technology Parkway—Cedar Falls, IA 50613 —(319) 266-9800 www.acesiowa.com rev.070514 A ADVANCED COMPUTER ENGINEERING SOLUTIONS Quote 47523 Type Coverage Quantity Price Ext. Price Server Management Service Availability Monitoring Unlimited Remote Control Support Unlimited On-Site Support Emergency After Hours Support Regular Server Health Checks Event Log Monitoring Drive Space Monitoring Log File Maintenance Backup Monitoring &Admin Software Patch Management User Account Admin File Sharing Permission Admin Security Admin Anti-Virus Software Mgmt. 4 $ 199.00 $ 796.00 Exchange Server 1 $ 99.00 $ 99.00 Network Management Border Patrol* Recon* VPN Management Annual Technology Plans 1 $ 299.00 $ 299.00 Total $ 1,194.00