4.05 4.5
AGREEMENTSMuucity Soffivare Consultnig—11-16-15
RESOLUTION AUTHORIZING SOFTWARE LICENSE
AND SERVICE AGREEMENT WITH
MUNICITY SOFTWARE CONSULTING ASSOCIATES
RESOLUTION NO.: ,2015
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, the Queensbury Town Board wishes to enter into an Agreement with
Municity Software Consulting Associates (SCA) for the Town's use of SCA software related to
fleet and asset management, and
WHEREAS, a proposed Software License and Service Agreement between the Town and
SCA is presented at this meeting and is in form acceptable to Town Counsel,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes the Software License and
Service Agreement between the Town and Municity Software Consulting Associates (SCA) for
the Town's use of SCA software related to fleet and asset management, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to sign
such Agreement substantially in the form presented at this meeting along with any other needed
documentation and the Town Supervisor and/or Town Budget Officer to take any and all action
necessary to effectuate the terms of this Resolution.
Duly adopted this 16t`day of November, 2015, by the following vote:
AYES
NOES
ABSENT:
T NICITY
I 1 Software Consulting Associates
SOFTWARE LICENSE AND SERVICE AGREEMENT
THIS SOFTWARE LICENSE and SERVICE AGREEMENT entered into this 29th
day of October, 2015, by and between SOFTWARE CONSULTING ASSOCIATES, INC.,with
principal offices at 54 Elizabeth Street, Suite 17, Red Hook,New York, 12571, (hereinafter
"SCA") and TOWN OF QUEENSBURY,NY,municipal corporations with principal offices at
742 Bay Rd., Queensbury,NY 12804, hereinafter "TOWN OF QUEENSBURY").
RECITALS
WHEREAS, SCA is in the business of designing, selling and servicing computer
software for use by municipal governments and in connection therewith has developed various
municipal software products (hereinafter"SCA SOFTWARE")as described in SCA's Software
Proposal Overview(hereinafter"PROPOSAL") dated September 4th 2015 to the TOWN OF
QUEENSBURY.
WHEREAS, the TOWN OF QUEENSBURY desires to obtain a license to use this
software program pursuant to the terms contained in this Agreement and to thereafter have SCA
service, and provide consulting for,this program.
TERMS OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing the parties agree as follows:
1. GRANT OF LICENSE - SCA hereby grants, and the TOWN OF QUEENSBURY accepts, a
non-exclusive, nontransferable right and license to the use of the SCA SOFTWARE within the
United States. This license is for web-based software intended to run via a web-browser(such as
Internet Explorer, Mozilla Firefox, or Google Chrome. SCA will provide the TOWN OF
QUEENSBURY a list of approved web-browser and versions) on any computer connected to the
Internet via a broad-band connection. These computers are to be purchased and installed by the
TOWN OF QUEENSBURY). The TOWN OF QUEENSBURY shall not otherwise attempt to
copy, sell, lease, transfer or assign any of the software without the express written consent of
SCA.
2. PAYMENT SCHEDULE:
Municity 5 —Vehicle Tracking/Fleet Management System
Trial Period—6 Months from signing of contract.
SCA will provide the web-based Municity 5 -Vehicle Tracking/Fleet Management software to
the TOWN OF QUEENSBURY at no cost for the trial period.
SCA will work with the TOWN OF QUEENSBURY to identify appropriate GPS tracking
devices for a total of 10 vehicles at the choosing of the TOWN OF QUEENSBURY. SCA will
purchase these devices and be responsible for the monthly payments to Verizon for data usage
for the trial period. SCA and the TOWN OF QUEENSBURY will work together on the
installation of the devices into the vehicles.
SCA and the TOWN OF QUEENSBURY will work together on features and enhancement to the
software that will be of mutual benefit to both parties. The TOWN OF QUEENSBURY agrees
to provide feature requests and enhancements to SCA and allow SCA a reasonable amount of
time to implement each request.
Completion of Trial Period.
After the completion of the trial period the Town of Queensbury will have the option to continue
with the SCA Vehicle Tracking/Fleet Management System by paying the following:
Municity 5— Vehicle Tracking/Fleet Management System
Municity 5 —Vehicle Tracking Module $12.50/month/vehicle
Municity 5 —Vehicle Tracking Module—Fuel Management Interface $2,500
Municity 5 —Vehicle Tracking Hardware
Vehicle Tracking Hardware. The TOWN OF QUEENSBURY will reimburse SCA for all
previously purchased vehicle tracking hardware. SCA will provide the TOWN OF
QUEENSBURY with receipts for each piece of hardware. From that point forward the TOWN
OF QUEENSBURY will be responsible for purchasing their own additional vehicle tracking
hardware with the assistance and approval of SCA that the corresponding hardware is compatible
with the Municity 5 system. SCA will activate each device on the Verizon network and the
connection and data charges will be covered by the monthly/vehicle charge above. If desired by
the TOWN OF QUEENSBURY, SCA will assist with the installation of the hardware at an
hourly rate of$110/hour.
3. SERVICE AGREEMENT-The parties agree and acknowledge that the monthly fee per vehicle
covers all annual software Maintenance,Support and Hosting costs.
After three years from the start of the contract the Annual Maintenance, Support and Hosting
fees will be subject to a 3% annual increase. The software Maintenance, Support and Hosting
includes the following:
(a) Identify and resolve all software problems caused by the SCA SOFTWARE
listed above.
(b) For hardware and other software problems, provide problem determination
services, in compliance with Paragraph 4 (d).
(c) Provide procedural advice, and general consulting services as required by the
Client.
(d) All of the above services will be provided as quickly as possible after
notification of a problem by the user, with an objective of providing an initial response to
any problem within four hours. Support will be provided by telephone, Internet, or via
on-site visit if required.
(e) Specifically SCA agrees to provide whatever assistance is necessary for
successful operation of the software. This includes unlimited phone and internet support
and on-site support,training and assistance,if required.
(F) Backups. SCA will backup up all data relevant the TOWN OF
QUEENSBURY, SCA Software System, including but not limited to; data (Microsoft
SQL Server databases) and content (pictures, documents, etc.) nightly to a secure
location. If the TOWN OF QUEENSBURY wished to house the backup data at a
location of their choosing, SCA will assist with that effort, but reserves the right to
charge a standard maintenance fee for configuration and monitoring of said system.
4. MODIFICATION, MAINTENANCE,ETC. OF APPLICATION SOFTWARE
(a) SCA will service and maintain the SCA SOFTWARE.
(b) SCA shall inform the TOWN OF QUEENSBURY of all major systems
enhancements as developed. Those enhancements which are developed free of charge for all
SCA customers will be made available as normal software updates. It is possible that in the
future SCA will develop special optional features which can be purchased from SCA at the
customer's discretion. SCA agrees to sell such enhancements to the TOWN OF QUEENSBURY
if the TOWN OF QUEENSBURY elects to purchase one or more of these options.
5. WARRANTY - SCA will not be liable for any loss of profits or for any claim or demand
against the TOWN OF QUEENSBURY by any other parties except a claim for patent or
copyright infringement as provided herein. SCA warrants to TOWN OF QUEENSBURY that:
(a) The application software supplied under this Agreement will operate on the
TOWN OF QUEENSBURY's computers connected to the Internet via a broadband connection
running approved web-browser software.
(b) However, the parties recognize that no software system can be guaranteed to
be 100% error free and it is recognized and acknowledged that problems may arise after
installation. SCA shall provide the necessary services to correct such problems pursuant to the
terms of the Service Maintenance Agreement contained in Paragraph 3 of this contract.
(c) In no event shall SCA be liable for consequential damages even if SCA has
been advised of the possibility of such damages.
(d) SCA does not assume responsibility for problems caused by hardware or
software programs from other vendors, or problems caused by the negligence of others which
may require both troubleshooting and proper restoration of files and programs to a running state.
SCA is available for support in these matters at our normal rate (currently $110/hour).
(e) The warranty provided for above is expressly contingent on proper use and
application of software and does not apply if the software is modified or adjusted by anyone
other than SCA's authorized representatives. Said warranty shall not apply if the modification,
adjustment or replacement of the software is required wholly or partially because of accident,
neglect or improper operation conditions. In addition, the warranty shall not cover malfunctions
caused by defects in the TOWN OF QUEENSBURY's associated equipment, software,
terminals, or networks.
6. PATENT AND COPYRIGHT INDEMNIFICATION - SCA represents that it is the sole
author of the SCA MUNICITY SOFTWARE product and knows of no competing claims by any
other persons or entities of a proprietary interest or right in said software. SCA agrees to defend
indemnify and hold harmless the TOWN OF QUEENSBURY for any damages sustained by the
TOWN OF QUEENSBURY as a result of any successful claim brought against the TOWN OF
QUEENSBURY alleging that a program licensed pursuant to this Agreement infringes a
copyright in the United States or United States patent, the TOWN OF QUEENSBURY shall
notify SCA, as soon as practicable, in writing, of any such claim and SCA shall be given the
opportunity to fully participate in the defense of such action. In the event the TOWN OF
QUEENSBURY, as a result of a dispute regarding a proprietary right in the software, is required
to cease using the software (other than by reason of a temporary restraining order), SCA shall
either (i) modify the software so that the TOWN OF QUEENSBURY's use hereunder ceases to
be infringing or multiple, or(ii)procure for the TOWN OF QUEENSBURY the right to continue
using the software. If, after reasonable efforts, SCA is unable to achieve either (i) or (ii) above,
either party shall have the right to terminate this Agreement upon thirty (30) days written notice
to the other.
7. CANCELLATION: The TOWN OF QUEENSBURY can cancel this agreement upon 30 days
written notice. If termination is without cause, all Annual Maintenance, Support and Hosting
fees paid to date will be deemed to be earned and thus not refundable, if for cause, fees are
refundable. If canceled, TOWN OF QUEENSBURY will be responsible for returning all vehicle
tracking hardware not paid for by the TOWN OF QUEENSBURY to SCA within 30 days.
8. GENERAL PROVISIONS
(a) Data Ownership—All data specific to the TOWN OF QUEENSBURY such as assets,
parcel data, permits, inspections, violations, etc. as well as documents, pictures or other
electronic files that have been uploaded by the TOWN OF QUEENSBURY are the sole property
of the TOWN OF QUEENSBURY and will not be sold or made available by SCA to any third
party without the express written consent of the TOWN OF QUEENSBURY. SCA, however,
reserves the right to utilize the TOWN OF QUEENSBURY data for the purposes of training,
debugging,technical support, or software demonstrations to other municipalities.
(b) Unenforceable Terms - In the event that any provision hereof is found invalid or
unenforceable pursuant to judicial decree or decision, the remainder of the Agreement shall be
valid and enforceable according to its terms.
(c) Governing Law - The validity, interpretation and enforcement of this
Agreement shall be governed by the laws of the State of New York. Neither party shall be
deemed to be the author of this Agreement.
(d) Entire Agreement - This Agreement, together with its exhibits, constitute the
entire understanding and agreement between the parties and there shall be no modifications,
alterations or changes in the absence of a writing signed by both parties.
(e) Headings - The subject headings of the various paragraphs are for purposes of
convenience only and shall not be take into consideration in interpreting the provisions of the
Agreement.
(f) Counterparts - This Agreement may be executed simultaneously in one or
more counterparts each of which shall be deemed an original, but all of which taken together
shall constitute one in the same instrument.
(g) Binding Effect - This Agreement shall be binding on and shall inure to the
benefit of the parties,their respective legal representatives, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first set forth above.
SOFTWARE CONSULTING ASSOCIATES, INC.
By:
Its: President
TOWN OF QUEENSBURY
By:
Its: