HomeMy WebLinkAboutSoftware License and Maintenance Agreement – Linko Technology Inc.1316 COUNTY -CITY BUILDING ?
227 W. JEFFERSON BOULEVARD � ti�4�i
"FACE
SO[ )TH BEND. INDIANA 46601-1930 �
1865
CITY OF SOUTH BEND JAMES MUELLER, MAYOR
BOARD OF PUBLIC WORKS
February 11, 2020
Ms. Angela Burciaga
Linko Technology Inc.
1999 Broadway, Suite 830
Denver, CO 80202
RE: Software License and Maintenance Agreement
Dear Ms. Burciaga:
PHONE 574/235-9251
FAX 574/235-9171
The Board of Public Works, at its meeting held on February 11, 2020, approved the above
referenced agreement in the amount of $16,590 for the amounts of $5,295 for year one (1);
$5,565 for year two (2); and $5,730 for year three (3).
Enclosed please find a copy of the agreement for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT ELIZABETH A. MARADIK THERESE J. DORAU JORDAN V. GATHERS JOSEPH R. MOLNAR
Linko Technology Inc.
1999 Broadway
Suite 830
Denver, CO 80202
Created Date 1/8/2020
l� E C 11"1 1""11 C Expiration Date 2/8/2020
Quote Number 00001840
QUOTATION
Quotation Provided To:
Prepared By:
South Bend, City of
Angela Burciaga
Lauren Trapp
303-275-9969
830 N. Michigan St
angela.burciaga@linkotechnology.com
South Bend, IN 46601
United States
Club
Linko
LinkoCTS pretreatment software with Surcharge Assistant, Sampling Assistant, Permit Writer and Linko Pipe modules
Three (3) concurrent user license
Benefits of Club Linko Include:
Upgrades to new versions
Error fixes between versions
Technical trouble -shooting and assistance
Participation in monthly Learn Linko Training Webinars
Access to online training resources
Subscription for three (3) user logins to provide client's existing Linko software configuration in a web hosted
environment. Hosting service includes:
• Your own dedicated virtual serer with Linko software installed as well as MS Word and Excel
• Password protected secure and encrypted access to that server using Remote Desktop services
• Individual, personalized desktops for each user of the Linko software
• Access to your local drives for transferring files between your Remote and your Local machine
• Access to your local printers for printing reports, letters, spreadsheets or other documents
• Access to the Linko software from virtually any location with broadband internet
• Automated backups of your data and software
• Improved software speed inherent to our Linko software hosting infrastructure
Year 1
Support & Maintenance Term: January 1, 2020 - December 31, 2020........ ...$3415
Hosting Term: February 1, 2020 - December 31, 2020.......... $1880 (fee pro rated for 11-month term to coincide with
existing renewal term)
Year 2
Support, Maintenance & Hosting Term: January 1, 2021 - December 31, 2021....... ....$5565
Year 3
Support, Maintenance & Hosting Term: January 1, 2022 - December 31, 2022........... $5730
TOTAL $16,590.00
$16,590.00
EIN #30-0873064
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
AQUATIC INFORMATICS - SOFTWARE LICENSE AGREEMENT
Effective Date of this Agreement: January 1, 2020_____
SCOPE
City of South Bend Aquatic Informatics ("Al")
By and through its Board of Public Works - and - 2400 —1111 West Georgia Street
830 N. Michigan St. Vancouver, BC Canada, V6E 4M3
227 W. Jefferson Blvd, South Bend, IN 46601
A. This Software License Agreement (the "Agreement") is between Aquatic Informatics and its affiliates ("Al", "we,"
"us," or "our") and you the customer of Al seeking to license certain software in executable code form and obtain related
services from Al ("you" or "Customer").
Immediately below is the name of the Al company that is contracting with you based on the country or Al's sales region
where you are located and the Al product and service obtained unless otherwise agreed in writing.
Your agreement is with Linko Technology Inc. a company incorporated under the laws of the State of
Washington, USA.
B. Al is licensing certain software in executable code form including related professional services more particularly
described in Schedule A ("the Software") upon the terms and conditions set out in this Agreement. By using the Software,
you agree to abide by the terms of this Software License Agreement ("Agreement").
C. This Agreement includes the following Schedules:
• Schedule A - Description of Software
• Schedule B - License Term and payment terms
• Schedule C - Support and Maintenance
1. Software.
1.1 Al grants to Customer, a license which permits Customer to use the Software in executable code format only and in
the manner as described in this Agreement. The Software is licensed, not sold. Al, and not Customer, owns the Software,
which is protected by United States, Canadian and international copyright laws. Customer may use the Software only in
the manner set out in this Agreement. This Agreement gives Customer no intellectual property rights in the Software.
1.2 Al will support your use of the Software and will maintain the Software in the manner set out in Schedule C and this
Agreement ("Support and Maintenance"). Such support and maintenance is provided on condition that you are current in
all payments due to Al.
1.3 On your request Al may provide optional professional services ("PS") to you. Such PS will be provided on mutually
agreed terms set out in a Schedule to this agreement, a Quote, or a Statements of Work (all described as "SOW") and may
include, for example, Software installation, implementation and additional training. Additionally:
(a) Your responsibilities and Al responsibilities, project schedules, milestones, deliverables with respect to PS and its
delivery will be set out in the SOW.
(b) Al's PS and the SOW will be provided on the basis of assumptions and information set out in the information you
have provided to Al. If such assumptions/information provided by you is incorrect then you acknowledge that
milestones, schedules, deliverables or pricing of PS may require adjustment. If required, such adjustments will
be mutually agreed in writing.
(c) If Al is prevented or delayed from performing PS in the manner and at the time set out in a SOW by reason of any
act or omission attributable to you Al will notify you forthwith and giving you three days notice to correct such
act or omission. If you do not remedy this situation following three notifications, Al's PS will be put on hold
Aquatic Informatics Software License Agreement
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1.C748
pending your responsibility to notify Al when you are able to dedicate resources to support Al in providing PS.
Additionally, applicable milestones, schedules or time of provision of deliverables shall be amended forthwith,
and Al may require you to pay all of Al's reasonable costs and charges sustained or incurred by Al (at Al's rates
specified in the SOW and all reasonable expenses) for additional time and materials expended by Al as a result of
such delay.
(d) Unless otherwise set forth in a SOW, if your act or omission stops or postpones the PS set forth in a SOW you will
pay for all PS rendered up to the stop or postponement date and will pay for any start up costs associated with
re -activating resources to complete the subject SOW and any ramp -down costs associated with removing
resources from the subject SOW. Al provides no guarantees that Al's PS may be resumed within the same
timeframe as set out in the original SOW if PS is put on hold as a result of the provisions of this section.
1.4 Customer's responsibility generally are as follows.
a) The Software is only for your use. You may not provide the Software to other parties in any manner, including as
a service bureau or application service provider.
b) In using the Software, You will adhere to all applicable laws, rules, and regulations.
c) To use the Software You must create a user account associated with a real person. You are responsible for that
user account's security, for all activities that occur under that account and for strictly monitoring who has user
account access. You will immediately contact us if you believe a user account has been compromised or is being
used by unauthorized persons..
f) You may use the Software only in accordance with any documentation and acceptable use policies made
known by Al to you ("AUP").
g) Customer may not alter or modify the Software in any way
1.5 You are responsible for the accuracy, quality, integrity rights to use and legality of data processed using the Software.
You are responsible for ensuring you have the right to use any data, text, audio, video, images, software, lab samples,
operational readings, field readings, or other similar content ("Content") you input into the Software. More particularly it
is your responsibility to ensure the following:
a) that Your Content is compatible with then -current interfaces for the Software;
b) that Your Content complies with the terms of this Agreement, with applicable law and regulation and any Al
policies made known to you; and
c) that You are responsible for dealing with any legal claims relating to Your Content including any intellectual
property -related claims.
1.6 No other services are provided with the Software unless mutually agreed to otherwise. Al may modify this
Agreement at any time by providing you at least 90 days advance notice. The modified terms will become effective on
the terms as notified. By continuing to use the Software after the effective date of any Agreement modifications, you
agree to be bound by the modified terms. If you do not agree to such modifications, you may terminate this Agreement
without penalty to either party.
2. Fees and E"nent
2.1. Fees charged for the Software license ("License Fees") and for the Support and Maintenance ("SMA Fees") are set
out in Schedule B. All such fees are payable on a net 30 days basis without setoff or counterclaim, and without any
deduction or withholding. Al will notify you if there are any fees charged for new options applicable to the Software or if
there are fee increases. Overdue invoices will accrue interest at the rate of 1.5% of the outstanding balance per month
2.2 All fees are exclusive of applicable federal, provincial, state or local, value added, sales, use, excise, tariffs and/or
similar tax or duty. If Al is required to pay or collect any such taxes or duties on any fees charged, then such taxes and
duties shall be billed to and paid by you. If you are tax-exempt, then you will provide us with legally -sufficient tax
exemption certificates for applicable taxing jurisdictions.
3. Ccrns%quences of breach
3.1 Al may terminate this Agreement and your license to use the Software if you breach the Agreement or use the
Software in a way that: (i) poses a security risk to Al or any third party, (ii) may adversely impact the Software, Al or a third
Aquatic Informatics Software License Agreement
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
party's operations, (iii) may subject At or any third party to liability, or (iv) may be fraudulent; or (v) breaches applicable
law or regulation. At will give Customer written notice of such breach. If such breach is not corrected in 30 days At may
terminate this Agreement.
4. Term:, Termina- ign
4.1. The term of this Agreement pertaining to the Software license commences on the Effective Date and is for the
length of time stated in Schedule B ("License Term"). If not stated in Schedule B the License Term will be for a yearly
term and can be renewed by written mutual consent of the parties for a maximum of three (3) one year terms.
4.2 Additionally, this Agreement shall terminate in each of the following events:
a) Either party may terminate this Agreement if the other becomes insolvent or bankrupt or makes an assignment
for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other, or if any
proceeding in bankruptcy, receivership, or liquidation is instituted against the other and is not dismissed within
30 days following commencement thereof.
b) Either party may terminate this Agreement for cause upon 30 days advance notice to the other if there is any
material default or breach of this Agreement by the other, unless the defaulting party has cured the material
default or breach within the 30 day notice period.
If this Agreement is terminated for cause by Customer, then At shall refund Customer any fees payable for Support and
Maintenance ("SMA Fees") payable in advance of the effective date of termination. Upon termination for cause by At,
Customer shall pay any unpaid fees covering the remainder of the SMA Term after the effective date of termination. In
no event shall any termination relieve Customer of the obligation to pay any fees payable to At for the period prior to
the effective date of termination.
4.3. Any post -termination assistance additional to that described below is subject to mutual written agreement.
a) Generally. Upon any termination of this Agreement:
(i) all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees you have incurred through the date of termination, including fees for
in -process tasks completed after the date of termination;
(iii) you will immediately return or, if instructed by us, destroy all At Content in your possession.
S. Pr!2prietary Rights and confidentiality
5.1 Ownership.
a) All proprietary and intellectual property rights, title and interest, including copyright and trade secret rights in
and to anything associated with the Software and the At Content remains that of Al. As between At and
Customer, Customer exclusively owns all rights, title and interest in and to all of Customer's Content.
b) Customer shall not (i) permit any third party to access the Software except as expressly permitted, (ii) create
derivative works based on the Software, (iii) copy, frame or mirror any part or content of the Software, (iv)
reverse engineer the Software, or (v) access the Software in order to build a competitive product or service, or
copy any features, functions or graphics of the Software.
c) Using the Software it is possible to collect aggregated anonymized data which is collected and stored without
association with Personally Identifiable Information ("Pit") and does not identify Customer in any way
("Aggregated Data"). All Aggregated Data is the property of At and treated as Confidential Information.
5.2 "Confidential Information" means information concerning any information relating to the business and technology
of either party which is not generally available to third parties and which is treated by the parties, in accordance with
their policies, as confidential information or a trade secret and specifically includes the Software, either parties Content,
business processes, information about either parties customers or users in any manner, shape or form or other like
information. For the purposes of this Agreement, a party disclosing Confidential Information is a Discloser and the party
receiving Confidential Information is a Recipient. Confidential Information does not include information which is:
Aquatic Informatics Software License Agreement
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
a) at the time of disclosure, or thereafter becomes part of the public domain without any violation of this
Agreement by the Recipient;
b) already in the Recipient's possession before disclosure of such information to the Recipient by the
Discloser;
c) following the Effective Date is furnished to the Recipient by a third party without that third party being in
breach directly or indirectly of an obligation to the Discloser to keep such information secret confidential and
secret; and
d) developed independently by the Recipient without use of Discloser's Confidential Information as
evidenced by reasonably detailed written records.
e) Information required to be disclosed by applicable state, federal or local law or ordinance, inclusive of
Indiana's Access to Public Records Act (i.e., Indiana Code 5-14-3)
5.3 Confidentiality. The following terms apply to Confidential Information and the ownership thereof,
a) All Confidential Information is owned by the respective parties.
b) Neither party will, at any time, whether before or after the termination of this Agreement, disclose, furnish, or make
accessible to anyone any Confidential Information or permit the occurrence of any of the foregoing.
c) Each party will hold the other's Confidential Information in confidence and will protect each other's Confidential
Information with the same degree of care with which it treats its own Confidential Information, but in no case with
any less degree than reasonable care.
d) Confidential Information may be disclosed a party only to employees or consultants having a need -to -know
provided such parties are bound by confidentiality obligations
e) If Confidential Information is disclosed inadvertently the disclosing party will immediately notify the other party and
will assist the other party in remedying the confidentiality breach.
f) If Confidential Information is required to be disclosed pursuant to a valid subpoena, governmental order, judicial
order or other operation of law the disclosing party will immediately notify the other party and will assist the other
party seeking a protective order or other similar appropriate remedy in order to limit the Confidential Information
disclosure to the extent possible or practicable.
6. Indemnification.
6.1. You will defend, indemnify, and hold harmless Al, its affiliates and licensors, and each of their respective employees,
officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses
(including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) your use of the
Software (including any activities under your account and use by your employees and personnel); (b) breach of this
Agreement or violation of applicable law by you; (c) Your Content.
6.2 Al has the right and all necessary permissions to provide the Software to the Customer. In the event of the breach of
this representation, Al shall defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought
against Customer by a third party alleging that the use of the Software infringes or misappropriates that third party's
intellectual property rights, and shall indemnify Customer for any damages finally awarded against, and for reasonable
attorney's fees incurred by Customer in connection with any such Claim.
6.3 For all indemnity claims the party seeking indemnity must promptly give the indemnifying party written notice of the
claim; give the indemnifying party sole control of the defense and settlement of the claim; and provide to the
indemnifying party all reasonable assistance, at the indemnifying party's expense. This section states the party seeking
indemnity's exclusive remedy for any type of claim.
7. Disclaimers.
7.1 THE SOFTWARE IS PROVIDED ON THE BASIS THAT IT SUBSTANTIALLY CONFORMS TO ITS DOCUMENTATION. THE
SUPPORT AND MAINTENANCE SERVICES WILL BE PROVIDED ON AN INDUSTRY -STANDARD BASIS. ON BREACH OF THESE
WARRANTIES THE SERVICES WILL BE RE -PERFORMED SO THAT THEY MEET THIS WARRANTY. OTHER THAN THIS
WARRANTY Al DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.2 NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR
Aquatic Informatics Software License Agreement
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
INCIDENTAL DAMAGES OR LOSS OF PROFITS RESULTING FROM THE SOFTWARE OR SUPPORT AND MAINTENANCE
SERVICES (OR ANY THIRD PARTY GOODS OR SERVICES) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. If either party is liable to the other in no event will the total aggregate liability of a party to the other exceed
the SMA fees paid by the Customer to Al in the 1 year period preceding the date of a claim.
A. Misc llan taus.
8.1 This Agreement includes its schedules and is the entire agreement between Al and Customer regarding its subject
matter.
8.2 The parties acknowledge that each is an independent contractor and nothing in this Agreement constitutes a
joint venture or partnership and neither party has the right to bind nor act for the other as agent or in any other
capacity.
8.3 You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement without
our prior written consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of
the parties and their respective successors and assigns. Al may assign this Agreement in connection with a merger,
amalgamation or corporate reorganization involving Al, or in connection with the sale of all or substantially all the
assets of Al or to an affiliate or wholly -owned subsidiary of Al.
8.4 The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of
such provision nor limit that party's right to enforce such provision at a later time. All waivers must be in writing executed
by that party to be effective.
8.5 If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will
remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original
portion. If such a construction is not possible, the invalid or unenforceable portion will be severed from this Agreement
but the rest of the Agreement will remain in full force and effect.
8.6 The laws of the state of Indiana govern this Agreement and all disputes arising out of it shall be submitted to a court
of competent jurisdiction in St. Joseph County.
8.7 Sections 5, 6, 7 and any other sections that may be reasonably construed as intended to survive shall survive
termination of this Agreement.
8.8 Upon consent by Al, this Agreement may be used for cooperative procurement by any public or municipal body,
entity, agency or institution, If so authorized, and in order to forego a related entity RFP or similar competitive bidding
process, the Agreement may be extended to such other entities for the procurement of similar products and/or services
provided to Customer and at fees in accordance with the Agreement unless separately negotiated between such other
entities and Al. Further related entities participating in a cooperative procurement process shall place their own orders
directly with Al. Al and such other entities will fully and independently administer their own separate contracting
processes but all in accordance with substantially similar contracting processes as set out in this Agreement.
Al and Customer have executed this Agreement as of the Effective Date.
AQUATIC INFO R Q"ignod by. CITY OF SOUTH BEND BOARD OF PUBLIC WORKS
Per:
�xa Per:
Name: James rG iiitbs Name:
Title: Title:
secretary and Treasurer
I/We have authority to bind the corporation
Aquatic Informatics Software License Agreement
I/We have
an�
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
Schedule A
Description of Software obtained by Customer
Description of Software Provided (See Schedule B for License Fee & Payment Terms):
Annual support and maintenance of the following Linko software components as defined in Schedule C:
- LinkoCTS application with LinkoPipe including Rapid SMR template tool, Surcharge Assistant, Sampling Assistant
and Permit Writer modules
- Annual hosting fee for three (3) user logins
Description of Professional Services Provided (See Schedule B for Payment Terms):
None
Aquatic Informatics Software License Agreement
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
Schedule B
License Fee, SMA Fee and payment terms
1 License Term
1.1 This Agreement commences on the Effective Date.
1.2 The License Term is perpetual. The term under which Support and Maintenance is provided to Customer ("SMA
Term") is for one (1) year, and thereafter may be renewed upon mutual written agreement of the parties a maximum of
three (3) successive one (1) year terms.
2 Payment Terms
2.1 The License Fee and the first year's SMA Fee is payable on the date when Al sends login credentials to Customer,.
The License Fee is as follows:
Software module
License Fee
LinkoCTS, LinkoFOG, LinkoPipe, Surcharge Assistant,
Permit Writer and Sampling Assistant
NA - Previously purchased
Total One -Time License Fee
NA - Previously Purchased
3 Annual SMA Fee
3.1 The Customer agrees to pay the annual SMA Fees for Support and Maintenance of Software modules listed in the
table below each year thereafter. Al may amend its fees for any renewal term on 30 days notice to Customer given prior
to the expiration of the current term. Any applicable taxes are not included in this fee.
3.2 Customer acknowledges that additional modules, additional systems/facilities being managed, or additional
users to those listed below may require adjustments in pricing to the SMA Fee. Customer certifies that the information is
accurate and agrees to notify Al of any material change in the information.
Software module
Annual SMA Fee
Support and Maintenance Fee for: LinkoCTS, LinkoPipe,
Surcharge Assistant, Permit Writer and Sampling
$3415.00
Assistant.
Year 1 Term: January 1, 2020 - December 31, 2020
Cloud Hosting Fee
$1880.00
Year 1 Term: February 1, 2020 - December 31, 2020
Support and Maintenance & Cloud Hosting
$556.00
Year 2 Term: January 1, 2021 - December 31, 2021
Support and Maintenance & Cloud Hosting
$5730.00
Year 3 Term: January 1, 2022 - December 31, 2022
Total 3-Year SMA and Hosting Fee
$16,590.00
Aquatic Informatics Software License Agreement 7
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
Professional Services Fees
4.1 Professional Services and One -Time Fees are payable on delivery of services unless stated otherwise as follows:
Professional Services Description One -Time Fee
NA
Total SMA Fee $0
Aquatic Informatics Software license Agreement
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
Schedule C
Support and Maintenance of Software
Support and maintenance is provided with the Software.
Al will maintain the Software at the latest release making new enhancements and improvements available as part of Al's
development methodology. In addition to regular maintenance of the Software, Al will support you by answering queries
from technically -trained users designated by you and resolve such queries in a manner set out below
1.0 DEFINITIONS
(a) "Case priority 1" means the Service Offering has a system outage or the software does not work peruser
documentation, business operations have been severely disrupted and no work around is immediately
available;
(b) "Case priority 2" means the Service Offering does not work per user documentation, business operations
can continue in a restricted fashion (although long-term productivity might be adversely affected) and no
work around is immediately available;
(c) "Case priority 3" means the Service Offering does not work per user documentation, impaired operations of
some components, but allows the user to continue using the software, a work around exists but it is not
obvious or is difficult and as a result there is significant impact productivity or efficiency;
(d) "Case priority 4" means the Service Offering does not work per user documentation, business operations are
not significantly impacted;
(e) "Case priority 5" means the Service Offering does not work per user documentation and does not affect
business operations or software does not work as expected and is not in user documentation or is an
enhancement request;
(f) "Documentation" means the instruction manual or help on the Service Offering;
(g) "Operating Hours" are 7:30 am — 5:00 pm (Mon —Fri) Pacific Time excluding Province of British Columbia
and Canadian statutory holidays via the Vancouver, Canada office, and 9:00 am - 5:00 pm (Mon — Fri)
Australian Eastern Standard Time excluding Tasmanian and Australian statutory holidays via Hobart,
Australia office;
(h) "Resolution" means one or more of the following outcomes: a) a mutually acceptable work around, b) a
configuration/data change or c) a Service Offering Change;
(i) "Service Offering Change" means changes to Service Offering functionality;
2.0 5UPPOBT AND MAINTENANCE SERVICES
2.1 Descriotiom _of Services. During any SMA Term and subject to the provisions of this Agreement, Al will use
commercially reasonable efforts to provide the following Support and Maintenance Services:
(a) Live telephone support with a support representative during Operating Hours;
(b) Email support during Operating Hours;
(c) Live Web conferencing with a support representative during Operating Hours where required to understand
the support case;
(d) Case tracking through our online case tracking system;
(e) Access to an online Support Portal 24 hours a day, 7 days a week; and
(f) Entitlement to download and use each new Major and Minor Release of the Software for which you have
obtained licenses.
Aquatic Informatics Software License Agreement
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
2.2 Su000rt rvice Levk1_A&LtqmgDJ
1
1 business day or sooner
2 business days
2
1 business day
3 business days
3
1 business day
10 business days
4
1 business day
At Al's discretion
5
At AI's discretion
At Al's discretion
(a) A Software Change is only released before the next scheduled Major Release when the Software Change is
the only way to resolve a priority 1 or 2 case;
(b) A Software Change is only released for compatibility with the current Major Release or one of the two
previous Major Releases.
(c) If you are experiencing issues and not using a Supported Release of the Software, you must upgrade to a
Supported Release (preferably the latest Supported Release) and then, if the original case persists, Al will
work with you to find a mutually acceptable resolution.
(d) You must check on the Al Support Portal to determine if you are using a Supported Release
(e) Initial Response and Target Time to Resolution time periods start once a case is logged in Al's Support Portal„
(f) Resolution times may exceed the Target Time to Resolution time targets depending on the complexity
involved in determining the root cause of the case and the complexity of finding a resolution for it. Should
this situation arise for priority 1 or 2 cases, you will be provided a credit towards their next Annual
Subscription Fee calculated as follows:
a. Credit = Annual Subscription Fee X ((Number of business days in excess of Target Time in a given
SMA Term) / (Total Number of business days in the same Subscription Term))
(g) The credit for any SMA Term cannot exceed the Annual SMA Fee.
(h) SMA Credits can only be used as a rebate toward the purchase of a subsequent Subscription Term and
otherwise has no cash value.
(i) SMA Credits are your sole remedy if resolution times exceed the Target Time to Resolution.
2.3 Resolution of $of
twareAnomaly. A Software anomaly will be considered to be resolved when:
(a) the Software is working in substantial accordance with the Documentation when operated on the supported
hardware, operating system and peripheral as designated by Al; or
(b) Al has advised you of one of the following:
(i) how to correct or bypass the Software anomaly;
(ii) that the correction to the Software anomaly will be available through a future Major or Minor
Release; or
(iii) that the anomaly falls within an exception to this Agreement.
3.0 EXCEPTIONS
3.1 'uogaq g9d Mai ntena n xrlu i' ns. Maintenance and Support Services are not provided for and do not apply
to:
(a) third party software and middleware or services;
(b) when you are in breach of this Agreement or any other agreement with Al;
(c) Software that is improperly implemented;
(d) Hardware, peripherals (including printers) or software other than the Software;
(e) Anomalies in the Software that are not reproducible; or
Aquatic Informatics Software License Agreement 10
DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748
(f) Anomalies, damage or problems in the Software or its operation caused by:
i. an incompatible or non-functioning configuration, operating system or hardware system;
ii. accident, abuse or misapplication for which Al is not responsible;
iii. malfunction or non-performance of products supplied by third parties;
iv. use contrary to its intended purpose or contrary to the Documentation; or
V. any other matters beyond Al's control.
3.2 TTh'rd Party Vendors,. If Al has corrected a Software anomaly in a Minor Release or Major Release provided to
you, then Al will not be required to provide any other correction for the Software anomaly provided that the
functionality of the Software has been maintained in relation to your business requirements. You will look solely
to the third party vendors of third party software, middleware, hardware or peripheral if there are any
anomalies, damage or problems to the Software in or caused by such software, middleware, hardware and/or
peripheral.
3.3 Inter cgs. Al will not be responsible for any of your integration requirements for the Software resulting from
your use of third party vendors who may not integrate with the Software.
3.4 InaWye SQpgo[Lan, Man n n Support and Maintenance only applies to customers with a valid and current
SMA Term in place, and who are in good standing with Al's accounting, finance and payment terms.
rb�"�mju-!im 07�. 4 �1
4.1 Renewal. Additional 12 month service periods are available following the expiry of a SMATerm. Prior to the
expiry of a Support and Maintenance service period, Al may at its discretion send you an invoice for renewal of
Support and Maintenance for the applicable SMA Term at the applicable SMA Fee. Failure to pay the invoice
within the payment terms as detailed on the invoice will be deemed a rejection by you of the offered Support
and Maintenance and will result in termination of Support and Maintenance upon expiration of the then -current
SMA Term.
4.2 Taxes. The SMA Fees do not include taxes. If Al is required to pay sales, use, property, value-added, goods and
services or other federal, provincial, state or local taxes based on the license granted under this Agreement or on
your use of the Software or documentation, then such taxes will be billed to and paid promptly by you.
Aquatic Informatics Software License Agreement 11
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date1/23/2020..wm..._..���................................_........_.........._......_.._
Name Susan Zeeb Department 641
BPW Date 02/4/2020 Phone Extension 4212
Nuo W �
Review and .��_ __ .._.�_-..._u___....W�-............_......................_.__.__..__..._......._.................__.......�_.__ _..._..
IT _....__....
...... _ .___....mITmmmm�l rµ xl .R c u� ed Prior to Submittal to Board
_......m
Diversity Compliance Officer Name
and Inclusion Officer
B P W...Attorney D!!� Attorney Name Clara McDaniels
...........
Dept. Attorney EJ Attorney Name
Purchasing
a
Check Professional Services Agreement tprq r�ContractlW
Open Market Contract E] Amendment/Addendum
❑ Bid Opening F-1 Bid Award
❑, Quote Opening] Quote Award
❑ Proposal Opening] C/O & PCA No.
0 Chg. Order, No. ]] Traffic Control
Other:
Rearired, Information
All Submissions
Proposal
E] Special Purchase, QPA
E] Req. to Advertise
E] Reject Bids/Quotes
F-1 PCA
❑ Resolution
_0 Ease./Encroach
❑ Title Sheei
Company or Vendor Name Linko Software Renewal and Services Agreement
New Vendor ❑ Yes❑ If Yes, Approved by Purchasing
No
MBE/WBE Contractor [' ❑
MBE Completed E-Verify Form Attached ❑ Nos
Project Name
Project Number
Funding Source Technology ............................................................................. _._.
Account No. 279-0672-415.36-04 _..._.........................
.._._._..._.._._... .......... .............................mm.....
Amount $.......
16,590.00: year 1 $5,295, year 2 $5,565 and year 3 $5,730
Terms of Contract 3 years
m�
Purpose/Description _Annual Software Renewal maintenance and support
_Annual subscription Renewal for 3 users for Linko for 3
years
For Ch;a ge Orders Drily
Amount of F-1 Increase $
F1 Decrease ($ )
Previous Amount $
Increase %
Current Percent of Change: Decrease �...r
.......
New Amount
Increase........ ..........._ ............................%..............................................................._ ........... ......................... ...._m
Total Percent of Change: Decrease ( /o)
Time Extension Amount:
New Completion Date:
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM