HomeMy WebLinkAboutA-05-158-4 SONANT CORPORATION OF SAN DIEGO Agreement.pdfAGT. # 05-158-4
1 FOURTH AMENDMENT TO AGREEMENT
2 THIS FOURTH AMENDMENT TO AGREEMENT (hereinafter "Fourth Amendment") is
3 made and entered into this \'0'11Aday of ~@\At.d: , 2010, by and between COUNTY OF
4 FRESNO, a Political Subdivision of the State of California, 2281 Tulare Street, Room 105,
5 Fresno, CA 93721 (hereinafter "COUNTY"), and SONANT Corporation, whose address is
6 6215 Ferris Square, Suite 220, San Diego, CA 92121-3283 (hereinafter "SONANT").
7 WITNESSETH:
8 WHEREAS, COUNTY and SONANT entered into Agreement number 05-158, dated
9 17th May, 2005 (hereinafter the "Agreement"), pursuant to which SONANT agreed to provide
10 an Interactive Voice Response and Web Payment System (hereinafter "System") to COUNTY;
11 and
12 WHEREAS, COUNTY and SONANT entered into a First Amendment to Agreement
13 number 05-404 (hereinafter "First Amendment"), dated 30th August, 2005, a Second
14 Amendment to Agreement number 06-238 (hereinafter "Second Amendment"), dated 20th
15 June, 2006, and a Third Amendment to Agreement number 05-158-3 (hereinafter "Third
16 Amendment"), dated 1ih January, 2010 pursuant to which SONANT agreed to provide
17 additional applications and increased capabilities and features to said System and increase
18 the price paid therefore (which Third Amendment, Second Amendment, First Amendment and
19 the Agreement together are hereinafter referred to collectively as the "Agreement as
20 Previously Amended"); and
21 WHEREAS, COUNTY and SONANT now desire to enter into a Fourth Amendment to
22 the Agreement as Previously Amended in order to enhance the web application to print the
23 "Official Fresno County Tax Receipt" after payment is authorized and to increase the price
24 paid therefore by COUNTY.
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1 NOW, THEREFORE, for good and valuable consideration, the adequacy of which is
2 hereby acknowledged, COUNTY and SONANT agree as follows:
3 1. Sub-subsection 1 of subsection A of Section V of the Agreement as Previously
4 Amended and located on page 2, lines 3 through 6 of the Third Amendment, is hereby deleted
5 in its entirely and replaced with the following:
6 "1. Two Hundred Forty-Nine Thousand Nine Hundred Sixteen and N0/1 OOs
7 Dollars ($249,916.00) for the purchase and installation of the System, as detailed in
8 Fourth Revised Exhibit C and according to those conditions hereinafter specified; and"
9 2. Sub-subsection 5 of subsection A of Section V of the Agreement as Previously
10 Amended and located on page 2, lines 10 through 13 of the Third Amendment, is hereby
11 deleted in its entirely and replaced with the following:
12 "5. In no event shall the amount owed to SONANT under this Agreement be
13 in excess of Two Hundred Forty-Nine Thousand Nine Hundred Sixteen and N0/1 OOs
14 Dollars ($249,916.00) for goods and services during the first year of this agreement."
15 3. Sub-subsection 2 of subsection A of Section V of the Agreement as Previously
16 Amended, located on page 2, lines 17 through 22 of the Third Amendment, is hereby deleted
17 in its entirety and replaced with the following:
18 "2. Thirty Thousand One and N0/1 OOs Dollars ($30,001.00) per year for
19 annual maintenance and support of the System as detailed in Exhibit F and according
20 to those conditions hereinafter specified. COUNTY shall have no liability for
21 maintenance and support services during the warranty period for the software added
22 under this Fourth Amendment, which services are included in the purchase and
23 installation price of the software enhancement."
24 4. Subsection D of Section V of the Agreement as Previously amended, beginning
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1 on line 2 of page 3, of the Third Amendment, is hereby deleted in its entirety and replaced
2 with the following:
3 "D. Maintenance and Support Fees: SONANT shall invoice COUNTY for
4 support and maintenance fees of Thirty Thousand One and N0/1 OOs Dollars
5 ($30,001.00) as specified in Exhibit F on an annual basis starting with the end of the
6 one-year warranty period for the software enhancement, which period will commence
7 on the date of acceptance or the first live use of the System by COUNTY, whichever
8 comes first. SONANT may increase System maintenance and support fees after the
9 second year following expiration of the warranty and upon thirty (30) days advance
10 written notice to COUNTY. However, SONANT shall not increase such fees more than
11 once in any one-year period. Further, no such increased fees will exceed the previous
12 fees by more than the annual percentage increase in the Consumer Price Index, All
13 Urban Consumers for the U.S., over the previous year at the time of the proposed
14 increase."
15 5. "Third Revised Exhibit C," initially referenced in the Agreement as Previously
16 Amended, in Section I, entitled "DOCUMENTS CONSTITUTING AGREEMENT," is hereby
17 deleted in its entirely and replaced with "Fourth Revised Exhibit C," a true and correct copy of
18 which is attached hereto and incorporated herein by this reference.
19 6. All references in the Agreement as Previously Amended, to "First Revised
20 Exhibit C", "Second Revised Exhibit C", and "Third Revised Exhibit C" are hereby deleted and
21 replaced by the phrase "Fourth Revised Exhibit C."
22 7. "Second Revised Exhibit F," Initially referenced in the Agreement as Previously
23 Amended, in Section I, entitled "DOCUMENTS CONSTITUTING AGREEMENT," is hereby
24 deleted in its entirety and replaced with "Third Revised Exhibit F," a true and correct copy of
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1 which is attached hereto and incorporated herein by this reference.
2 8. All references in the Agreement as Previously Amended, to "First Revised
3 Exhibit F", and "Second Revised Exhibit F" are hereby deleted and replaced by the phrase
4 "Third Revised Exhibit F."
5 COUNTY and SONANT agree that this Fourth Amendment is sufficient to amend the
6 Agreement as previously amended and that, upon execution of this Fourth Amendment, the
7 Agreement, the First Amendment, the Second Amendment, the Third Amendment and this
8 Fourth Amendment together shall be considered the Agreement.
9 The Agreement, as previously amended and hereby amended, is ratified and
10 continued. All provisions, terms, covenants, conditions and promises contained in the
11 Agreement and not amended previously or herein shall remain in full force and effect.
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1 EXECUTED AND EFFECTIVE as of the date first above set forth.
2 SONANT CORP
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4 Char s W. Smith
President & CEO
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DATE:_---'?.-'-+t ....... t7-::.....'l~/__,J..""""-=-o....!.-l 0=----1
TAXPAYER FEDERAL I.D. #:
FOR ACCOUNTING USE ONLY:
Software
Fund No. 0001
Subclass: 10000
Org: 04100500
Program: 0
Account No: 7288
COUNTY OF FRESNO:
Judith . ase
Chairm n Board of Supervisors
REVIEWED & RECOMMENDED FOR
APP~~-~
Vicki Crow, C.P.A.
Auditor-Controller/Treasurer-Tax Collector
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TRE~~r~-TAX COLLECTOR By:~~~
Deputy
APPROVED AS TO LEGAL FORM:
K IN BRIGGS, COU TY COUNSEL
ATTEST:
- 5 -
BERNICE E. SEID~L, Clerk
Board of superv~sors
BY<>/(~
..
Fourth Revised Exhibit C
Pricing and Billing Schedule
County of Fresno ACTTC
Pricing
The following pricing applies to the turn-key system solution that includes IVR, Web,
and Electronic Payment fully integrated into a single server platform that is based on
Sonant's TaxTalk application software.
Product Hardware
CC4053-PL01 ClientCall 4053 Rack Mount Server Platform, $9,200 $9,200
including 4u Chassis, RAID5 4-disk hard drive
array, and redundant fans and hot swap power
1 CC4000-48DP 48 Port Digital dual T-1 Telephone Interface $8,670 $8,670
1 CC4000-24-24 Port Digital single T-1 Telephone Interface $5,700 $5,700
DP
CC4000-UPS2 Uninterruptible Power Supply (UPS), 1500 Volt $1,950 $1,950
CC4000-KII $6,790 $6,790
Product Software
CC4000-AGE $4,165 $4,165
16 CC4000-KEY Trunk-side $170 $2,720
CC4000-$2,400 $2,400
LANG-SP
16 CC4000-ASR Speech Recognition Port License, includes $800 $12,800
Speech Recognition in English, with broad
Yes/No, digits, plus numbers, date, time, currency,
and full vocabulary for TaxTalk application, per
16 CC4000-ASR-$600 $9,600
SP
CC4000-TTSB $1,800 $1,800
C:\Documents and Settings\bsanders\Local Settings\ Temporary Internet Files\OLK4B\Fourth Revised
Exhbit C 100608.doc Revised 7/7/2010
CC4000-ACD/InfoLock System Software License for up $6,375 $6,375
ACDSL to 6 seats, including inbound calling, report
generator, and CTI screen pops of Info Lock
Window to PCs
8 CC4000-ACD Additional Agent Seat Software license, $550 $4,400
ACDSLI seat
CC4000-ClientCall TaxTalk Application Software $6,000 $6,000
CTASL License
CC4000-EPSL Electronic Payment System Base Software $8,200 $8,200
License for I Department, I Merchant Account,
and2
CC4000-Electronic Payment System Software License $2,000 $2,000
EPSLI for Additional Merchant Account
Application Software Development
CC4000-ASD $43,120
$43,120
CC4000-ASD
$40,905 $40,905
$84025
Support Services
CC4000-SCD $26,700
$26,700
TRANS $4,000 $4,000
CC4000-SCD $4,039 $4,039
CC4000-SCD $15,300
$15,300
CC4000-SCD $1,200 $1,200
$5,240 $5,240
2
C:\Documents and Settings\bsanders\Local Settings\ Temporary Internet Files\OLK4B\Fourth Revised
Exhbit C l00608.doc Revised 7/7/2010
Su Services Subtotal 723
Total Price:
CC4M-EC
*Taxable
Billing Schedule
The billing percentages shown below are of the total price shown above.
Milestone 1. 25%
Delivery of the revised project documentation for final approval. (The documentation
includes: IVR Functional Description, Database Download File Specification, Call Flow,
Phrase list and IWR Map and Page Functional Descriptions.)
Milestone 2. 55%
Delivery of the Sonant-supplied hardware and software.
Milestone 3 20%
Acceptance of the Sonant-supplied hardware and software.
3
C:\Documents and Settings\bsanders\Local Settings\ Temporary Internet Files\OLK4B\Fourth Revised
Exhbit C 100608.doc Revised 7/7/2010
County of Fresno ACTTC
Contract# __ _
Third Revised Exhibit F
Maintenance and Support Agreement
Enhanced System Service
Contract No.
Customer Name: County of Fresno
Address: 2281 Tulare Street, Room 105 Start Date:
November 1, 2010
City/State/Zip: Fresno, CA 93721
End Date:
Contact/Telephone: Eliz Manoukian, (559) 488-3482, x-81336 October 31,2011
Authorized Customer Technical Contacts:
1. Bobby Sanders (559) 442-5270
2. Marc Gonzalez (559) 442-5226
3.
This Product Maintenance and Support Agreement ("Agreement") will confirm the terms
and conditions under which Sonant Corporation ("Sonant") will provide software and
equipment maintenance and support services (collectively referred to as "Services") to the
above stated party ("Customer") for the software and equipment identified on Exhibit A
attached hereto (the "Equipment").
I. TERM AND TERMINATION:
The initial Term of this Agreement is for one (1) year. This Agreement shall commence
on the "Start Date" shown above and shall remain in effect through the End Date shown
above. This Agreement may be extended for additional one (1) year periods by mutual
written agreement of the parties.
After the first year of Service, this Agreement may be terminated either (i) by Customer
upon thirty (30) days' written notice to Sonant, (ii) by Sonant upon sixty days' written
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050517\Fourth Amendment Exhibit F Final.doc
notice to Customer, or (iii) by either party upon a default of the other party, such default
remaining uncured for thirty (30) days from the date of written notice from the non-
defaulting party to the other specifying such default, or (iv) upon the bankruptcy or
insolvency of Sonant. Upon such termination, Sonant shall refund to Customer a portion
of the annual fee prorated to reflect the date of termination and neither party shall have
any further obligations hereunder.
II. PAYMENT: .,UV~
As consideration for the Services, Customer shall pay Sonant an annual fee $30)001_on or
before the Start Date hereof and on the anniversary date for each subsequent renewal
term. The payment terms for all other payments hereunder shall be Net 30 days from
date of invoice.
III. AVAILABILITY OF SERVICES:
The Services to be provided by Sonant to Customer under this Agreement are available as
follows:
Technical Support Hotline: Coverage is provided 24 hours a day and
seven days a week. The hotline is staffed by
a specialist from 8:00 a.m. to 5:00 p.m.
Pacific Time, Monday through Friday,
excluding Sonant standard holidays as
published annually. Customers will be
provided additional access information for
after hours support. This access information
will allow the Customer to contact Sonant
personnel when the technical support hotline
is not staffed. The on-call Sonant specialist
will receive a page and retrieve the caller's
information from Sonant's voice-mail
system. The Sonant specialist will then
contact the Customer by telephone.
Response Time: Sonant will make best efforts to
acknowledge or reply to all requests for
Services within 30 minutes of each request
by Customer.
Initiation of Services: All Services requested by Customer are to
be requested through Sonant's technical
support hotline: 1-800-364-5171. Press "3"
at the prompt in the greeting message to be
connected to Customer Support. The
technical support representative will log the
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050517\Fourth Amendment Exhibit F Final.doc
On-site Services:
call into the Sonant technical support
system, and gather additional information
about the reported problem.
On-site software support or maintenance
Services shall be provided by Sonant under
this Enhanced System Service Agreement
only in the event that remote diagnostic
efforts cannot resolve the designated
problem.
IV. MAINTENANCE AND SUPPORT SERVICES:
During the Term hereof, Sonant will (i) maintain the Equipment identified on Exhibit A,
attached hereto and made a part hereof by this reference, in good working order and will
make all necessary repairs and adjustments, (ii) cause the software identified on Exhibit
A hereto (the "Software") to operate according to the published specifications and
without error and (iii) make available one copy of any updated release of the Software, or
part thereof, to Customer without charge, which Customer may substitute for a prior
release. In addition, Sonant will provide published bulletins describing new releases,
maintenance releases, temporary problem resolutions and circumventions, support level
changes and other information with respect to the Software, which updated releases
Customer may obtain at no additional cost, except for Sonant's then-applicable mailing
and media charges.
During the initial call from the Customer, Sonant will gather information and attempt to
isolate a reported problem to a hardware or software failure. For hardware failures, it
will be isolated to a Field Replaceable Unit (FRU). Any failed hardware will be replaced
by Sonant in advance of receiving the Customer's defective hardware. Subject to
availability of hardware and diagnosis of the problem, calls received by 2:00 p.m. Pacific
Standard Time will have hardware shipped the same day by overnight priority service
(for arrival the next morning). For calls received after 2:00 p.m., the hardware
replacement will be shipped the next business day.
The Customer will be provided with a Return Material Authorization (RMA) number
when replacement of the Customer's hardware is necessary. The Customer agrees to
return, at their expense, the replaced hardware within thirty (30) calendar days in order to
avoid being invoiced at full purchase price for the FRU. The Customer agrees to pay a
restocking fee of 15% of the full purchase price if FRU is returned after the 30 day
period. If Customer has paid full purchase price, Sonant will issue a credit of 85% of the
purchase price upon receipt ofFRU. Customer may contact Sonant after the FRU arrives
for technical assistance and/or verify resolution of the reported problem. Sonant will
supply, at no additional cost, all replacement parts necessary to ensure proper functioning
of the hardware. Replacements will be new or reconditioned to meet new specifications.
All replacement parts will become the property of the Customer while all replaced parts
will become the property of Sonant.
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050517\Fourth Amendment Exhibit F Final.doc
In the event that the shipped replacement parts do not resolve the reported failure within
two (2) working days from the initial time of fault report, a specialist will be dispatched
with additional spare hardware to the Customer site on the next working day.
For Software problems, Sonant will determine if the reported problem is a Software
Defect, defined as Software that does not conform to current Sonant specifications or
product documentation. Software Defects will be corrected using a variety of methods
including but not limited to an operational "work-around", software "patch", or upgrade
to a newer version of the Software. The Software Defect correction method will be
determined by Sonant. All Software Defects will be written up by the Sonant
representative and submitted to Sonant engineering for correction in the next regularly
scheduled Software release. For reported problems that are determined not be a Software
Defect, such as a need for a new or modified feature of the Software, Sonant will make a
reasonable effort to provide an operational work-around to the Customer. Changes to the
Software that are required due to changes in other devices not supplied by Sonant and
connected to the Equipment are not Software Defects and are not covered under this
Agreement. Reported Software problems that are resolved at the Customer's site and are
not due to Sonant Software Defects will be billed to the Customer at Sonant's published
Time and Material (T &M) rates plus travel expenses which include an 10% burden
(abated G&A rate). As an example, problems in the Software that arise due to changes
made by the Customer to the Software or changes in the Customer's host computer or
telephone system would normally be billable.
V. SPECIAL TERMS AND LIMITATIONS:
The following special terms and limitations for the maintenance and support are agreed
upon by the parties:
1. The eligibility of the Customer's system(s) for this Enhanced System
Service will be established by Sonant. Among other things, in order to be
eligible for this Enhanced System Service the Customer muct provide
Sonant with VPN access to the system, or the Customer's system(s) must
be equipped with a remote diagnostic modem.
2. Sonant reserves the right to define the addition of a major function to the
Software as a new product option and not as an update.
3. Sonant reserves the right to adjust its fee associated with this Maintenance
and Support Agreement for any Renewal Term, provided it provides
written notice to the Customer of the fee change a minimum of 30 days
prior to the start of the Renewal Term.
4. Sonant will have no obligation to correct defects or difficulties due to
Customer modifying the Equipment, changing its system or computer
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050517\Fourth Amendment Exhibit F Final.doc
environment, using the Software on equipment not approved by Sonant, or
other causes external to the Equipment. Sonant shall have no obligation to
correct defects or difficulties due to an environment out of specification
(i.e. temperature, humidity, etc.) or utility power transient.
5. In those situations where Sonant has not dispatched a representative to the
Customer site but has furnished replacement hardware or software, the
Customer agrees to install and remove, at its expense, those hardware or
software replacements provided by Sonant under this Agreement. Subject
to availability of Sonant personnel, Sonant may perform additional,
Customer requested, on-site Services outside the terms of this Agreement
at Sonant's then current Time and Material rates. Travel and other related
expenses will be billed at actual cost plus an 10% burden.
6. If after having received notice from Sonant prior to expiration, the
Customer should allow this Agreement to expire for more than 15 days, a
reinstatement fee will be charged for a renewal of this Agreement. Rein-
statement is only available after an inspection, necessary repairs, and
ECO's have been applied. Customer is responsible for all expenses
associated with parts, labor, travel, etc. as required to qualify for
reinstatement.
7. The Customer agrees to install any Sonant furnished Software updates
within sixty (60) days of receipt.
8. If the Customer does not provide VPN access to the system then Customer
agrees to provide a telephone line for a remote diagnostic modem
connected to the supported system if requested by Sonant
9. Sonant may refuse renewal due to breach of Agreement by Customer or
discontinued production of Equipment by Sonant.
10. Risk of loss or damage to replacement Equipment will pass to Customer
upon delivery to Customer's premises. At the time of receipt of
replacement Equipment, Customer agrees to provide reasonable inspection
for shipping damage, and to notify carrier and Sonant of any damage
found. Title to Software products or modifications thereto remains with
Sonant.
11. No training will be provided by Sonant under this Agreement.
12. Unless specified herein, Sonant's prices do not include sales, use, excise or
similar taxes. In addition to the price specified herein, the amount of any
present or future sales, use, excise or other similar tax applicable to the
Equipment or Services supplied hereunder shall be paid by the Customer,
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050517\Fourth Amendment Exhibit F Final.doc
or in lieu thereof the Customer shall provide Sonant with appropriate tax-
exemption evidence acceptable to the taxing authorities.
VI. LIMITATION OF REMEDIES AND LIABILITY:
THE REMEDIES PROVIDED HEREIN ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES. IN NO EVENT, WHETHER IN CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL
EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS OR REVENUE, LOSS OF USE OF PRODUCTS, LOSS OF DATA, COST
OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES,
DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF THE CUSTOMER FOR
SUCH DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAM-
AGE.
Sonant's liability for property damage claims of any kind, whether based on contract,
warranty, tort (including negligence) or otherwise and for any loss or damage arising out
of, connected with, or resulting from this Agreement or from the performance or breach
thereof, or from any Services covered by or furnished under this Agreement shall in no
case exceed the fee paid hereunder; provided however, that this limitation shall not apply
to instances where Sonant or its agents or employees has acted with gross negligence or
willful misconduct. Any action against Sonant must be brought within forty-eight ( 48)
months after the cause of action accrues.
VII. EXCUSABLE DELAYS:
Sonant will notify Customer promptly of any material delay and will specify the revised
delivery date as soon as practicable. Sonant shall not be liable for delays in delivery or
performance or for failure to manufacture, deliver or perform due to: (a) causes beyond
its reasonable control after the exercise of reasonable diligence by Sonant to avoid such
delays, or (b) acts of God, acts or failures to act of Customer, acts of civil or military
authority, or (c) government priorities, strikes or other labor disturbances, floods,
earthquakes, epidemics, war, riot, delays in transportation or car shortages, or (d)
inability on account of causes beyond the reasonable control of Sonant to obtain
necessary materials, components, services or facilities. In the event of any such delay,
the date of delivery or of performance shall be extended for a period equal to the time lost
by reason ofthe delay.
VIII. CONFIDENTIAL INFORMATION:
All drawings, specifications or other information furnished by one party to the other party
and identified as confidential or proprietary will be held in confidence by the recipient,
will be used only for the purpose furnished, and may not be reproduced or further
distributed without the written consent of the owner. These restrictions shall not apply to
information (a) already known to the recipient, (b) generally known in the industry prior
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050517\Fourth Amendment Exhibit F Final.doc
to receipt, (c) that is or becomes publicly known without any breach of this agreement by
recipient, (d) is disclosed to third parties by owner without imposing at least the same
obligation of confidence as placed on the recipient by this agreement, (e) that is
independently developed by recipient, or (f) that is approved for release by written
authorization of the owner. If disclosure is required by governmental authority or is
required for the carrying on of the ordinary business of recipient, disclosure may be made
provided owner is notified in writing and every reasonable effort is made to protect
owner's proprietary interests in the information. If disclosure is required by government
authority in the course of legal proceedings against the owner, disclosure may be made
provided the owner is notified in writing at least 15 days prior to making the disclosure.
IX. INTELLECTUAL PROPERTY RIGHTS INDEMNITY:
Sonant shall defend, at its expense, any claim (including any suit) brought against
Customer alleging that any Equipment furnished by Sonant hereunder infringes a United
States patent, copyright, trade secret or other intellectual property right of a third party,
and shall pay all costs and damages finally awarded, provided that Customer gives
Sonant prompt written notice of such claim, and information, reasonable assistance and
sole authority to defend or settle the claim. In the defense or settlement of the claim,
Sonant may obtain for Customer the right to continue using the Equipment, replace or
modify the Equipment so it becomes non-infringing, or, if such remedies are not
reasonably available, grant Customer a refund for the Equipment as depreciated and
accept their return.
Sonant shall not be liable for any costs or damages and Customer will indemnify, defend
and hold Sonant harmless from any expenses, damages, costs or losses resulting from any
suit or proceeding based upon a claim arising from (a) compliance with Customer's
designs, specification or instructions; (b) a modification of the Equipment by a party
other than Sonant after delivery by Sonant; (c) the use of the Equipment or any part
thereof furnished by Sonant in combination with any other product not approved by
Sonant; or (d) the direct or contributory infringement of any process patent using
Equipment furnished by Sonant. Sale of the Equipment or any part thereof by Sonant
does not confer upon the Customer any license under any patent rights.
X. SOFTWARE PRODUCTS:
Software products are copyrighted by and remain the property of Sonant. Sonant'
Software products are protected by a software license agreement which accompanied the
Software, or is attached hereto, and is incorporated herein by this reference. Any
Software products or modifications thereto furnished hereunder to the U.S. Government
shall be furnished with "Restricted Rights" in accordance with DFARS 252.227-7013.
With respect to those products which Sonant licenses and which are supplied hereunder,
the word "purchase" or similar or derivative words are understood to mean "license" and
"Customer" or similar or derivative words are understood to mean "Licensee." Title to
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050517\Fourth Amendment Exhibit F Final.doc
Sonant Software shall remain with Sonant, notwithstanding anything to the contrary
herein.
XI. APPLICABLE LAW:
Unless otherwise agreed to in writing by the parties, this Agreement shall be governed
by, subject to and construed according to the laws ofthe State of California.
XII. DISPUTES:
In the event of any dispute concerning a question of law or fact, or both, arising under
this Agreement which the parties are unable to resolve by mutual agreement, either party
may pursue any right or remedy which it may have at law or in equity in any court of
competent jurisdiction.
XIII. COMPLETE AGREEMENT:
No addition, modification, amendment, rescission, waiver or other change to these terms
and conditions will be binding on either party unless assented to in writing by an
authorized representative of such party.
The following exhibits are attached to this agreement and are made a part of the
agreement:
Exhibit A -Equipment List
XIV. ASSIGNMENT:
Neither party's obligations under this Agreement are assignable by one party without
prior written approval of the other party.
XV. MISCELLANEOUS:
All rights and remedies conferred under this Agreement and by any other instrument or
law shall be cumulative and may be exercised singularly or concurrently. Failure by
either party to enforce any contract term shall not be deemed a waiver of future
enforcement of that or any other term. The provisions of this Agreement are declared to
be severable.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective authorized representatives effective as of the date set hereinabove.
SONANT CORPORATION COUNTY OF FRESNO
(Sonant) (Customer)
By: ____________________ _
(Signature)
By: ____ ----:----------------
(Signature)
Name: Name: ----------------------------------------
Title: ~------------------Title: ---------------------
Date: _________________ _ Date: ____________________ _
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050517\Fourth Amendment Exhibit F Final.doc
EXHIBIT A to Maintenance and Support Agreement
Equipment,Listfor Fresno County TIPS
_h'\...-' ~ to1~ ~ _.{;V
10 ,,~
EXHIBIT A -Equipment List 11/1/2095--10/31/2086'
Q!y. Part Number
I CC4053-PLOI
I CC4000-48DP
I CC4000-24DP
I CC4000-UPS2
I CC4000-KII
I CC4000-W32
I CC4000-AGE
I CC4000-LANG-SP
16 CC4000-KEY
16 CC4000-ASR
16 CC4000-ASR-SP
I CC4000-TTSB
I CC4000-ACDSL
14 CC4000-ACDSLI
I CC4000-EPSL
I CC4000-EPSLI
I CC4000-CT ASL
I CC4000-ASD
I CC4000-ASD
Description
ClientCall™ 4053 Rack Mount Server Platform
48-port Dual Tl Telephone Interface
24-port Single Tl Telephone Interface
Uninterruptible Power Supply (UPS), 1500 Volt Amps.
Slabb-4 Kiosk, 15" LCD, Dell PC, Keyboard/Trackball and Thermal Printer.
Windows 2003 Server with 5 CALs.
ClientCall Voice Processing Application Generator Environment License
Spanish Language Software License for IVR, DTMF only.
IVR Port License
Speech Recognition Port License (Base Language English)
Speech Recognition Port License (Second Language Spanish)
Text to Speech Base License
ACD Server License
ACD Seat License
EPS Standard with I Department, I Merchant, and 2 Managers
One additional Merchant License
Tax Talk Application Base License
Tax Talk Customization for ACTTC IVR Application
Tax Talk Customization for ACTTC IWR Web Application
!:\General Corporate Administration\ADMIN\Contracts\Customers\Fresno County Tax
050517\Fourth Amendment Exhibit F Final.doc