1. technology and computing
2. software

Agenda Item Cover Sheet
Agenda Item No. A-44
Meeting Date
x Consent Section
‰
‰ Regular Section
September 18, 2013
‰ Public Hearing
Subject:
Approve and execute the Software Support and Maintenance Agreement with Capax Discovery LLC
for the NearPoint (formerly known as Mimosa) for Microsoft Exchange for document archiving for
email, calendars, attachments, and tasks from Microsoft (MS) Outlook.
Department Name: Information And Technology Services
Contact Person: Roger Dean, Director
Sign-Off Approvals:
Contact Phone:
276-2405
Assistant County Administrator
09/06/2013
Date
Department Director
09/06/2013
Date
Management and Budget – Approved as to Financial Impact Accuracy
09/06/2013
Date
County Attorney – Approved as to Legal Sufficiency
09/06/2013
Date
Staff's Recommended Board Motion:
Approve the Software Support and Maintenance Agreement with Capax Discovery LLC, the NearPoint
Solution for MS Exchange document archiving for the period of September 24, 2013 through
September 23, 2014. The software support and maintenance services allows for document archiving of;
email, calendars, attachments and tasks from MS Outlook in order to comply with legal requirements.
Financial Impact Statement:
There is no additional financial impact, as the cost for the software support and maintenance services
will be $20,418.77, which is less than the previous years support cost and funding for the services will
paid for with funds from the current ITS approved budget.
Background:
Hillsborough County procured an email archiving solution and software support and maintenance
services for the MS Exchange 2007 SP1 email system from Mimosa Systems Inc., approved by the
BOCC on September 17, 2008, Agenda Item (A-36) in order to comply with legal requirements.
A Blanket Purchase Order (BPCW08000516) was issued to Mimosa Systems Inc. for purchase of the
Mimosa (currently known as NearPoint) archive solution and software support and maintenance
services with an effective date of September 22, 2008 through March 21, 2014. Due to the company
acquisition by Autonomy Inc. of Mimosa, an action to terminate the Mimosa Systems Inc. contract was
approved by the BOCC on September 6, 2012, Agenda Item (A-10) with a termination date of
September 25, 2012. Archiving software support and maintenance services for NearPoint for the period
of September 24, 2012 through September 24, 2013, was purchased through Insight Public Sector
utilizing BPCW09000344, but was provided directly by Hewlett Packard. Hewlett Packard, the owners
of Autonomy Inc., have assigned the software support and maintenance services for NearPoint to Capex
Discovery LLC.
Approval of the Agreement will enable the County to continue purchasing the required services through
Insight Public Sector, who is a vendor for US Communities Contract # 4400001195 for technical
products and solutions.
List Attachments:
Agreement - Capax Global Software Support and Maintenance Agreement for NearPoint for MS
Exchange.
3
SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
This Software Support and Maintenance Agreement (“Agreement”) is by and
between Capax Discovery LLC , a limited liability company organized and existing under the laws of
the State of New York, with an office located at 10 Sylvan Way, Parsippany, New Jersey 07054 (“Capax
Hillsborough County, A Political Subdivision of the State of Florida
Discovery”)
and
_
with
a
principal
place
of
business
located
at
601 E Kennedy Blvd,
Tampa FL 33601
__________
_________________
___ ________ __ __________ __ (“Licensee”) and i s e f f e c t i v e
a s of September 24, 2013
_,
(“Effective Date”). In consideration and subject to payment of
the support and maintenance fees (the “Annual Fee”) as indicated b e l o w , Capax Discovery will
provide the following services (“Support and Maintenance Services” ) in support of the installed
software product(s) specified as Supported Products, as indicated below (the “Products”) to Licensee.
1.
Contacts:
Business Contact
Tammy Carver
Brian Harvey
Name
Name
Project Manager II
Title
Information Systems Project Mgr.
Title
813-272-5643
813-276-2937
Phone
2.
Technical Contact
Phone
Bill To Contact (if different)
Insight
Name
Accounts Payable
Title
800-546-0580
Phone
[email protected]
[email protected]
[email protected]
Email
Email
Email
Supported Products:
NearPoint for Microsoft Exchange, PST, eD - 5,000 mailboxes
3.
Level of Support and Annual Fee:
✔
Standard Support:
Premium Support:
Annual Fee:
$20,000
Capax | Global | NY Metro HQ | 10 Sylvan Way | Parsippany, NJ 07054 | 973-401-0660
| New York | London | Dallas | San Jose| Canada | India |
Capax Discovery is a wholly owned subsidiary of Capax Global
4
4.
Implementation and Training: If Licensee has not installed any or all of the Products prior to
the Effective Date of this Agreement, Capax Discovery, in collaboration with Licensee, will
prepare an implementation schedule and project plan covering all aspects of the installation,
training, deliverables, and informal dispute resolution.
5.
Support Tiers: Premium Support or Standard Support: Capax Discovery provides support when
licensee enters a submission via the online Customer Support Center at
Capax
http://support.capaxdiscovery.com. Each submission will generate a support ticket.
Discovery will provide a responsive answer or an estimated fix time or status within 24 hours, if
reasonably feasible. Program fixes or minor modifications will be installed electronically where
possible. Capax Discovery may provide support via Desktop Sharing, which is remote access to
internet-connected servers or workstations.
Services are provided as
support and
maintenance of Supported Products. Services provided outside of Support and Maintenance
Services pursuant to this Agreement will be considered separate chargeable services, which
include, but are not limited to, connection to licensee’s system for hands-on configuration of
software, software diagnostics, questions about running a report, a request to change system or
software parameters, and excessive consultation used in lieu of training of new user personnel.
5.1
6.
Premium Support: Licensees who purchase Premium Support have support 24 hours a
day, 7 days a week, including holidays. Premium Support coverage is for “Critical or High
Priority” problems.
5.2
Standard Support: Licensees who purchase Standard Support have support from 9:00am
to 5:00pm, customer’s local time; Monday through Friday, excluding holidays.
5.3
Support Coverage: Capax Support is a break – fix type of support. It requires that the
customer maintains at least one person on staff that has completed the Nearpoint
Administrator class. Items not covered by support include upgrades/migration of hardware
or software and instructing the customers how to use the application.
5.4
Level 1 issues are real time and only if the customer has a premium support contract. Level
2 and level 3 issues are business time.
Response: Support response to determine the nature and seriousness of the problem will
normally be within 24 b u s i n e s s hours after receipt of a request for assistance. In no case
will the response time exceed 24 business hours unless the reason is beyond Capax Discovery’s
control. Should the Capax Discovery representative not be able to resolve the issue at the time
of the initial response, it will be classified and responded to in accordance with Exhibit 1
incorporated herein as “Classifications and Response Times.”
Capax | Global | NY Metro HQ | 10 Sylvan Way | Parsippany, NJ 07054 | 973-401-0660
| New York | London | Dallas | San Jose| Canada | India |
Capax Discovery is a wholly owned subsidiary of Capax Global
5
7.
Software Issues: Capax Discovery will work to resolve any reported issues in the Products, including
those in any program modifications (customized work performed by Capax Discovery for Licensee), pursuant to the
response provisions set forth above and free from additional charge as long as this Agreement remains in effect. For
purposes of this Agreement, an “issue” is any problem that prevents the accomplishment of the described
functionality. Notwithstanding the above, any modification done to the Products by Licensee or a third party shall
result in automatic termination of this obligation and Capax Discovery shall thereafter be entitled to impose
additional charges and expenses for “issue” correction. If Licensee reports program “issues”, errors or defects
which turn out to result from operator errors, failure to adhere to the procedures set forth in the documentation for
the Products, or other causes beyond Capax Discovery’s control, Capax Discovery reserves the right to impose
additional charges and expenses for the time spent and expenses incurred therefrom.
8.
Enhancements and Upgrades:
8.1
As used herein, the term “Enhancements” means periodic updates released from the
Product manufacturer from time to time which (i) contain program “issue” fixes and/or
changes in functionality which are not major, and (ii) for which no additional licensing fee
is charged. The term “Upgrades” means new releases for the Product(s) (A) containing
major changes in functionality, changes required by legal or regulatory changes, or
changes to the data base structure of the software, and (B) for which an additional
license fee may be charged.
8.2
8.3
8.4
9.
Enhancements will be provided by Capax Discovery free of additional license fees;
however, installation costs and expenses at Capax Discovery’s then current rates
(including data and file conversion and the transfer of any special programming or
customizations to the Enhancements) shall be paid by Licensee. In addition, Licensee
shall pay to Capax Discovery all costs and expenses associated with any additional
training required by Capax Discovery or requested by Licensee.
Subject to Licensee’s procurement of any Upgrades, Licensee will pay for installation
costs and expenses associated with the installation of Upgrades, including data, file, and
special/customized program conversion and training costs and expenses as a direct
result of installation of the Upgrade.
Licensee will be promptly notified of newly available Enhancements and Upgrades, and
other changes. If Licensee fails to promptly implement Enhancements or Upgrades or
other changes and, as a result, falls behind two or more releases from the then current
release, Capax Discovery may, as its discretion, impose additional fees and expenses as a
condition for continued software support or cease providing such support.
Follow-up Training: Re-training is available at Capax Discovery’s home office or via the Internet
during scheduled sessions. Registration for these classes is required one (1) week in advance,
and the attendance may be limited. Off-site training is available at the current training rate,
plus travel expenses.
Capax | Global | NY Metro HQ | 10 Sylvan Way | Parsippany, NJ 07054 | 973-401-0660
| New York | London | Dallas | San Jose| Canada | India |
Capax Discovery is a wholly owned subsidiary of Capax Global
6
10.
Limited Warranty: Capax Discovery warrants that the Support and Maintenance Services will
be performed in a competent and workmanlike manner by individuals having appropriate
training and experience. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION,
CAPAX DISCOVERY MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE
SERVICES TO BE DELIVERED UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE.
11.
Limitation of Liability: IN NO EVENT SHALL CAPAX DISCOVERY BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES OF ANY NATURE OR
KIND, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY
OTHER LEGAL THEORY IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF THE
SUPPORT AND MAINTENANCE SERVICES OR THE USE OR PERFORMANCE OF THE PRODUCTS,
EVEN IF CAPAX DISCOVERY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT WILL CAPAX DISCOVERY BE LIABLE TO LICENSEE UNDER THIS AGREEMENT WITH RESPECT
TO DAMAGES ARISING UNDER ANY CLAIMS OR AGGREGATE OF CLAIMS IN ANY AMOUNT
WHICH EXCEEDS THE AGGREGATE AMOUNT OF ANY ANNUAL FEE(S) PAID UNDER THIS
AGREEMENT DURING ONE CALENDAR YEAR.
12.
Fees and Payment Terms:
12.1
The fee payable for the Support and maintenance services provided pursuant to this
Agreement is set forth as indicated by the “Annual Fee” above. The Annual Fee for
each year that this Agreement is to be in effect will be invoiced and shall be payable in
advance. In addition to the Annual Fee, Licensee will pay separately for any consulting
or training services delivered by Capax Discovery at Capax Discovery’s then current time
and materials rates. All additional fees due and payable hereunder will be invoiced at
the end of each month. License shall have forty-five (45) days from the date of receipt
of the invoice to pay said invoice.
12.2
Capax Discovery may, effective one (1) year after the Effective Date, increase the Fee
once a year by the greater of (i) the rate in increase of the Consumer Price Index for
Urban Wage Earners and Clerical Workers ("CPI-W"), US City Average, All Items, for the
12 month period immediately preceding renewal of the Term of this Agreement for
which such data is available, or (ii) five percent (5%). Capax Discovery will give Licensee
notice of any such increase in the Annual Fee at least thirty (30) days prior to
anniversary of the Effective Date.
12.3
Capax Discovery reserves the right to (i) suspend provision of the Support and
Maintenance Services for nonpayment of any sums owed to Capax Discovery which are
undisputed and ninety (90) days or more past due and (ii) discontinue the Support and
Maintenance Services by written notice given to Licensee not less than six (6) months
prior to the date the next Annual Fee would otherwise be due. Licensee may
discontinue the Support and Maintenance Services by notice given to Capax Discovery
not later than sixty (60) days prior to the date the next Annual Fee would otherwise be
due.
Capax | Global | NY Metro HQ | 10 Sylvan Way | Parsippany, NJ 07054 | 973-401-0660
| New York | London | Dallas | San Jose| Canada | India |
Capax Discovery is a wholly owned subsidiary of Capax Global
7
13.
Term and Termination:
13.1 This Agreement is valid from the Effective Date and continues for an initial
period of one (1) year. Thereafter, it will automatically renew for additional one (1)
year periods unless and until terminated as provided herein. Licensee may terminate
this Agreement by giving Capax Discovery notice of its intent to terminate in writing.
Termination would occur on the last day of the month following the termination
notification month. For example, if the Licensee notified Capax Discovery in
writing on August 5, the termination date would be the following month on
September 30. If Licensee terminates this Agreement, the Support and Maintenance
Services can be subsequently reinstated with the consent of Capax Discovery upon
payment by Licensee of prorated Annual Fee for the period from date of termination
to date of reinstatement plus an additional fee of 10% thereof.
14.
13.2
Either party may terminate this Agreement by written notice to the other party if the
other party is in breach of any obligation under this Agreement which breach is
incapable of being remedied or which, being capable of being remedied, has not been
remedied within fourteen (14) days of receipt of notice in writing specifying the nature
of the breach (or such additional remedial period as the non-defaulting party may
authorize). In addition, the Licensee may terminate this Agreement at any time, but
such termination shall not entitle the Licensee to return of the whole or any part of
Annual Fee paid nor shall it release Licensee from any payment obligations to Capax
Discovery existing as at the time of such termination.
13.3
Either party may terminate this Agreement forthwith upon written notice to the other
if the other party becomes insolvent, makes a general assignment for the benefit of
creditors, suffers or permits the appointment of a receiver for its business assets,
becomes subject to any proceeding under any bankruptcy or insolvency law whether
domestic or foreign, or has liquidated, voluntarily or otherwise.
Dispute Resolution: The parties hereto acknowledge should a controversy or claim arise from
this agreement or the subject matter thereof, they would like to resolve the matter through
informal negotiations, prior to instituting more formal proceedings. To this end, the Parties
agree that should a dispute arise which cannot be resolved between Licensor’s Project Manager
and the Licensee’s assigned individual, then at the election of both Parties, should a controversy
or claim arise from this agreement or the subject matter thereof, within seven (7) days of
knowledge of such claim or controversy each Party will notify the other Party in writing and
within fourteen (14) days of the notification in writing, a meeting and conference call will take
place telephonically or in writing on behalf of Licensee an officer of Licensee, or one of its
subsidiaries, and an officer of Capax Discovery on behalf of Licensor. If thirty (30) days from the
notification in writing the issue is not resolved and the claim or controversy still exists, other
action may be taken to resolve the issue and there will be no obligation on the part of any Party
to make any attempt at informal resolution through a meet and confer process outside of a
more formal proceeding.
Capax | Global | NY Metro HQ | 10 Sylvan Way | Parsippany, NJ 07054 | 973-401-0660
| New York | London | Dallas | San Jose| Canada | India |
Capax Discovery is a wholly owned subsidiary of Capax Global
8
15.
Notices: Any notice which may be or is required to be given under this Agreement shall be in
writing to the contacts and addresses referred to at the head of this Agreement. Any notice
required or permitted to be given hereunder shall be sufficient if in writing, and if sent by
registered or certified mail, postage prepaid, to the respective parties at the addresses
contained herein, or to such other address as the parties hereto may specify, in writing, from
time to time.
16.
General Terms: Except to the extent that this Agreement is governed by the laws of the United
States, this Agreement shall be interpreted and enforced in accordance with and shall be
governed by the laws of the State of Florida.
This Agreement constitutes the entire
agreement between the parties hereto and is intended by the parties to be a final expression of
their agreement and a complete and exclusive statement of its terms, which supersedes all
prior oral or written offers, negotiations, discussions or other communications. If any term or
provision of this Agreement is found to be illegal or unenforceable then, notwithstanding, this
Agreement shall remain in full force and effect and such term or provision shall be deemed
stricken. No amendment to this Agreement shall be effective unless it is in writing signed by
duly authorized representatives of both parties.
No term or provision hereof shall be
deemed waived and no breach excused unless such waiver or consent shall be writing and
signed by the party claimed to have waived or consented. Any consent by any party to or,
waiver of, or excuse for any other different or subsequent breach. This Agreement shall be
binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and
assigns of the parties hereto. This Agreement may be executed in any number of identical
counterparts, and each such counterpart shall be deemed a duplicate original thereof.
Signatures hereto may be evidenced by facsimile or electronic transmission, the same of which
shall be treated as originals. This Agreement shall not be binding until signed by both parties.
Capax Discovery LLC
Licensee
Name:
Steven Williams
Name:
Title:
VP Global Services
Title:
Date:
Date:
Signature:
Signature:
Capax | Global | NY Metro HQ | 10 Sylvan Way | Parsippany, NJ 07054 | 973-401-0660
| New York | London | Dallas | San Jose| Canada | India |
Capax Discovery is a wholly owned subsidiary of Capax Global
9
EXHIBIT 1
Classifications and Response Times
This document is to define and clarify the support response time problem resolution classifications and time frames associated with each.
1.
Level 1 Problems – “Critical or High Priority”
Problems that have a major impact on the daily operations of the application, such as a down system, are put in this category..
Corrective action for “Level 1” problems will be commenced within 4 hours after receiving the problem report and continued with
due diligence until completed or a work around is provided to Licensee. Capax Discovery will make every effort to provide
immediate response to Level 1 Critical issues.
a.
b.
c.
2.
Level 2 Problems – “Medium Priority”
This classification includes estimates for program modifications and non-crippling “issues” that need prompt attention.
a.
b.
c.
3.
This type of problem will be given immediate attention and response to correct the issue.
Certain “Level 1” issues may require a software modification to resolve. Once this has been determined, Capax Discovery
will communicate the resolution within 1 business day and will include the following information:
!
An explanation of the issue.
!
Whether the issue has already been fixed in an existing update or upgrade and if so which one.
!
What priority the issue has been given among support staff.
!
How the software modification will be applied.
!
Details of the software modification change and test plan.
!
Expected completion, testing, and production installation dates.
Several examples for establishing this type of support would be:
!
Is the system inoperable due to this problem?
!
Crippling software “issue” with no reasonable workaround?
!
Error, which causes inaccurate results in data output of a critical nature.
Corrective action for problems in this classification will be commenced within two weeks of receipt of the problem report.
These problems are considered less critical to running routine operations but may create opportunities for enhanced
operations performance.
Several examples for establishing this type of support would be:
Non-critical reports (Standard or Custom) are not balancing.
!
!
Carrier file updates.
!
These problems can be temporary resolved with workarounds.
!
Program modifications that will significantly have a positive impact to operations performance once implemented.
Level 3 Problems – “Low Priority”
Routine maintenance and non-critical program modifications are included in this classification. Priority for this classification is based on
a first-come, first-service basis. Corrective action is taken as resources permit.
a.
b.
c.
Corrective action for problems in this classification will be commenced within thirty business days of receipt of the report.
These problems are considered cosmetic, or minor annoyances to your operations.
An example for establishing this type of support would be:
!
Cosmetic print problems.
!
Cosmetic screen changes.
Capax | Global | NY Metro HQ | 10 Sylvan Way | Parsippany, NJ 07045 | 973-401-0660
| New York | London | Dallas | San Jose| Canada | India |
Capax Discovery is a wholly owned subsidiary of Capax Global