HomeMy WebLinkAboutA-05-158-5 SONANT CORPORATION OF SAN DIEGO Agreement.pdfAGT. # 05-158-5
FIFTH AMENDMENT TO AGREEMENT
2 THIS FIFTH AMENDMENT TO AGREEMENT ("Fifth Amendment") is made and entered into this ~day
3 of :::J~ , 2014, by and between COUNTY OF FRESNO, a political subdivision of the State of California,
4 2281 Tulare Street, Room 105, Fresno, CA 93721 ("COUNTY") and Sonant Corporation, a California corporation,
5 whose address is 6215 Ferris Square, Suite 220, San Diego, CA 92121-3283 ("SONANT").
6 WITNESSETH:
7 WHEREAS, COUNTY and SONANT entered into Agreement number 05-158, dated 1 ih May, 2005
8 ("Agreement"), pursuant to which SONANT agreed to provide an Interactive Voice Response and Web Payment
9 System ("System") to COUNTY; and
10 WHEREAS, COUNTY and SONANT entered into a First Amendment to Agreement number 05-404, dated
11 30th August, 2005 ("First Amendment"), a Second Amendment to Agreement number 06-238, dated 20th June, 2006
12 ("Second Amendment"), a Third Amendment to Agreement number 05-158-3, dated 12th January, 2010 ("Third
13 Amendment"), and a Fourth Amendment to Agreement number 05-158-4, dated 10th August, 2010 ("Fourth
14 Amendment"; together with the Agreement, First Amendment, Second Amendment, and Third Amendment,
15 "Agreement as Previously Amended"), pursuant to each of which SONANT agreed to provide additional applications
16 and increased capabilities and features for the System in exchange for an increased price paid by the COUNTY; and
17 WHEREAS, COUNTY and SONANT now desire to enter into this Fifth Amendment in order to provide
18 modifications to components of the System, including the Interactive Voice Response (IVR) and Interactive Web
19 Response (IWR) tax payment systems, and an upgrade to the IVR.
20 The parties therefore agree as follows:
21 1. Sub-section 1 of subsection A of Section V of the Agreement as Previously Amended and located
22 on page 2, lines 3 through 5, of the Fourth Amendment, is hereby deleted in its entirety and replaced with the
23 following:
24 "1. Three Hundred Thirty-Seven Thousand Seven Hundred Sixty-Six and N0/1 OOs Dollars
25 ($337,766.00) for the purchase and installation of the System, as detailed in Fifth Revised Exhibit C and
26 according to those conditions hereinafter specified; and"
27 2. Subsection V.A.1. of the Agreement as Previously Amended, which is set forth on page 2, lines 12
28 through 14 of the Fourth Amendment, is hereby deleted in its entirety and replaced with the following:
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"5. In no event shall the amount owed to SONANT under this Agreement be in excess of Three
Hundred Thirty-Seven Thousand Seven Hundred Sixty-Six and N0/100s Dollars ($337,766.00) for
goods and services during the term of this agreement."
Subsection V.A.2. of the Agreement as Previously Amended, which is set forth on page 2, lines 18
5 through 23, of the Fourth Amendment, is hereby deleted in its entirety and replaced with the following:
6 "2. For maintenance support year 2013/2014 (maintenance support year is from November 1 through
7 October 31 ), and annually each year after during the term of this Agreement, COUNTY shall pay to
8 SONANT Twenty Eight Thousand Seven Hundred and Forty Five Dollars and N0/1 OOs Dollars
9 ($28,745.00) for maintenance and support of the System as detailed in Exhibit F and according to those
10 conditions hereinafter specified. COUNTY shall have no liability for maintenance and support services
11 during the warranty period for the software added under the Fifth Amendment, which services are
12 included in the purchase and installation price of the software enhancement."
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4. Subsection V.D. of the Agreement as Previously amended, which is set forth on page 3, lines 3
through 14, of the Fourth Amendment, is hereby deleted in its entirety and replaced with the following:
"D. Maintenance and Support Fees: For maintenance support year 2013/2014 (maintenance
support year is from November 1 through October 31), and annually each year after during the ter
of this Agreement, SONANT shall invoice COUNTY for support and maintenance fees of Twenty
Eight Thousand Seven Hundred and Forty Five Dollars and N0/100s Dollars ($28,745.00) per year
for maintenance and support of the System as specified in Exhibit F. SONANT may increase
System maintenance and support fees for any subsequent maintenance support year. However,
SONANT shall not increase such fees more than once in any one-year period. Further, no such
increased fees will exceed the previous fees by more than the annual percentage increase in the
Consumer Price Index, All Urban Consumers for the U.S., over the previous year at the time of the
proposed increase."
5. "Fourth Revised Exhibit C," initially referenced in the Agreement as Previously Amended, in
Section I, entitled "DOCUMENTS CONSTITUTION AGREEMENT," is hereby deleted in its entirety and replaced with
"Fifth Revised Exhibit C," a true and correct copy of which is attached hereto and incorporated herein by this
reference.
6. All references in the Agreement as Previously Amended to "Fourth Revised Exhibit C" are hereby
2 deleted and replaced by the phrase "Fifth Revised Exhibit C."
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7. "Third Revised Exhibit F", initially referenced in the Agreement as Previously Amended, in Section
I, entitled "DOCUMENTS CONSTITUTING AGREEMENT," is hereby deleted in its entirety and replaced with "Fourth
Revised Exhibit F ," a true and correct copy of which is attached hereto and incorporated herein by this reference.
8. All references in the Agreement as Previously Amended to "Third Revised Exhibit F" are hereby
deleted and replaced by the phrase "Fourth Revised Exhibit F".
9. COUNTY and SONANT agree that this Fifth Amendment is sufficient to amend the Agreement as
Previously Amended and that, upon execution of this Fifth Amendment, the Agreement, the First Amendment, the
Second Amendment, the Third Amendment, the Fourth Amendment, and this Fifth Amendment together shall be
considered the Agreement.
10. Except as provided in this Fifth Amendment, the Agreement as Previously Amended is ratified and
continued. All provisions, terms, covenants, conditions, and promises contained in the Agreement as Previously
Amended and not modified by this Fifth Amendment remain in full force and effect.
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The parties are signing this Fifth Amendment on the date first stated above.
SL~:ORATI N
Charles W. Smith
Presjdent & CEO 6/;,/v DATE:
~ I
TAXPAYER FEDERAL I.D. #:
FOR ACCOUNTING USE ONLY:
Fund No.
Subclass:
Org.:
Program:
Account No.:
0001
10000
04100500
0
7288
COUNTY OF FRESNO:
Andreas Borgeas
Chairman, Board of Supervisors
DATE: \.\ \S \ W\~
ATTEST:
BERNICE E. SEIDEL, Clerk Board of Supervisors
By d\~ ~
Deputy
REVIEWED & RECOMMENED FOR APPROVAL:
I ·.. }
-{1 Ulc · L 'ro }~---
Vicki Crow, C.P.A.
Auditor -Controllerffreasurer-Tax Collector
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
I 'I -· 7
By: __/( i [ L l (_ '1 d7-----
Deputy
APPROVED AS TO LEGAL FORM:
DANIEL C~ERBORG, JOUNTY COUNSEL
By>~
Fifth Revised Exhibit C
Pricing and Billing Schedule
County of Fresno ACTTC
Pricing
The following pricing reflects the cost for the changes related to the Fifth Amendment, as
well as the running total cost for the base contract plus all prior Amendments to the base
contract.
CC4053-PLO 1
CC4000-KI1
CC4000-AGE
CC4000-KEY
CC4000-LANG-SP
CC4000-ASR
CC4000-ASR-SP
CC4000-TTSB
Product Hardware
ClientCall 4053 Rack Mount Server Platform,
including 4u Chassis, RAID5 4-disk hard drive
array, and redundant fans and hot swap power
Product Software
ClientCall AGE Software License, includes
Application Generation Environment for IVR,
audiotext, and auto-attendant, CTI software, and
basic AC latform.
Sixteen (16) IVR Port Licenses, includes
ClientCall Trunk-side Port License for DTMF
Software License for IVR
Sixteen (16) Speech Recognition Port Licenses,
includes Speech Recognition in English, with
broad Yes/No, digits, plus numbers, date, time,
currency, and full vocabulary for TaxTalk
Base Software License, per
$9,200
$6,790
$4,165
$2,720
$2,400
$12,800
$9,600
$1,800
CC4000-ACDSL ACD!InfoLock System Software License for up $6,375
to 6 seats, including inbound calling, report
generator, and CTI screen pops of InfoLock
Window to 'PCs
CC4000-ACDSL 1 Eight (8) ACD Additional Agent Seat Software $4,400
seat
CC4000-CT ASL ClientCall TaxTalk Application Software $6,000
License
CC4000-EPSL Electronic Payment System Base Software $8,200
License for 1 Department, 1 Merchant Account,
and 2
CC4000-EPSL1 Electronic Payment System Software License $2,000
for Additional Merchant Account
CC4000-CVS ClientCall CVS Software License, VoiP IVR $5.900 $5,900
Application Environment for IVR, per server.
CC4000-CVSP Forty-Eight (48) ClientCall CVS Concurrent $14,400 $14,400
Call Software License, for DTMF English, per
concurrent call.
CC4000-CCS ClientCall CCS Software License Credit <$2,225> <$2,225>
Professional Services
CC4000-PM Project Management (Planning; scheduling; $10,875 $10,875
monitor and control project execution,
internal/external status/discovery meetings.)
CC4000-SYE System Engineering (Develop I/F Spec to HPS; $14,850 $14,850
VoiP interoperability study; update Call Flow and
Phrase List documents; develop test
plan/procedures; professional voice recordings;
QA testing.)
CC4000-SWE Software Engineering (Software design; $25,800 $25,800
application upgrades and modifications;
conversion of data import/export application into a
service; system integration testing.)
CC4000-ASD Application Software Development for TaxTalk $43,120
IVR, including: specification, programming,
customizati and test
CC4000-ASD Application Software Development for TaxTalk
IWR, including: web specification, programming, $40,905
documentation and test
CC4000-SCD System Configuration and Delivery for IVR $26,700
including: system specification and configuration,
project management, documentation, professional
voice and and test
TRANS Translation of English Phrase list to Spanish $4,000
including coordination of customer review and
modifications
CC4000-SCD Implementation of Misc. Changes to $4,039
uirements
2
CC4000-SCD
CC4INSTALL-US Onsite system Installation, testing, and System
Administrator
CC4000-RIT A Remote Installation and Testing (Includes
Configuration & Test services for TTC supplied
VM servers; UAT support)
CC4000-0ITA On-site Installation, Testing and Administrator
Training (Includes 3 days on-site plus travel
expenses; cutover support.)
CC4M-WEU
CC4M-EC
*Taxable
Professional Services Subtotal
Support Services
Annual Enhanced Level System Maintenance
for 1st
Total Price:
Annual Enhanced Level System Maintenance
for the 2013-2014 maintenance
3
$1,200
$5,240
$11,850 $11,850
$6,400 $6,400
$69,775 $213,729
$5,794
$337 766
745
Billing Schedule
The billing percentages shown below are of the Fifth Amendment total price shown
above.
Milestone 1. 1 0%
Delivery of the HPS interface specification.
Milestone 2. 15%
Delivery of VoiP interoperability report.
Milestone 3. 60%
Delivery of the Sonant-supplied modified/enhanced software to the TTC's D&T system.
Milestone 4. 15%
Acceptance of the Sonant-supplied modified/enhanced software.
4
County of Fresno ACTTC
Contract# ---
Fourth Revised Exhibit F
Maintenance and Support Agreement
Enhanced System Service
Customer Name: County of Fresno
Sonant Ref:
207255-01
Address: 2281 Tulare Street, Room 105 Contract No.:
05-158
City/State/Zip: Fresno, CA 93 721
Start Date:
Contact/Telephone: Eliz Manoukian, (559) 488-3482, x-81336 November 1, 2013
Authorized Customer Technical Contacts: End Date:
October 31, 2014
1. Bobby Sanders (559) 442-5270
2.
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
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 banlcruptcy 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:
As consideration for the Services, Customer shall pay Sonant an annual fee $28,745_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
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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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 effmi 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 must 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
I?
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 envirorunent 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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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 of the 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
)~
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
ovvner'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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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 of the 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: ____________________ ___ By: ______________________ _
(Signature) (Signature)
Name: Name: --------------------
Title: _________ _ Title: ----------------------
Date: _________________ _ Date: ------------------
,,...,
EXHIBIT A to Maintenance and Support Agreement
Equipment List for Fresno County TIPS
EXHIBIT A-Equipment List 11/1/2013-10/31/2014
Q!y. Part Number
CC4053-PLO 1
CC4000-48DP
CC4000-24DP
CC4000-UPS2
CC4000-W32
1 CC4000-AGE
1 CC4000-LANG-SP
16 CC4000-KEY
1 CC4000-TTSB
1 CC4000-ACDSL
14 CC4000-ACDSL 1
1 CC4000-EPSL
1 CC4000-EPSL 1
1 CC4000-CT ASL
1 CC4000-ASD
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.
Windows 2003 Server with 5 CALs.
ClientCall Voice Processing Application Generator Environment License
Spanish Language Software License for IVR, DTMF only.
IVR Port License
Text to Speech Base License
ACD Server License
ACD Seat License
EPS Standard with 1 Department, 1 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
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