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for the Initial Term(as defined in Section S,below)within thirty(30) days of the Effective <br /> Date of this Agreement, and thereafter for subsequent calendar years of the Initial Term, <br /> the Support and Maintenance Fee will be billed annually,in advance,ninety(90)days prior <br /> to January lst of each such calendar year The Support and Maintenance Fee shall apply to <br /> both (a) software licensed directly by S&S to City and to, (b) software that is owned by an <br /> entity that is not S&S and is either sublicensed by S&S to City or is directly licensed by <br /> the third party to City (collectively, "Third Party Software") Where City purchases <br /> additional of different licenses related to either the S&S Software or Third Party Software, <br /> additional Support and Maintenance Fees may be charged by S&S at the time of purchase <br /> of such software licenses by written agreement with City <br /> 5 In addition to the Support and Maintenance Fee, City shall reimburse S&S foi its direct <br /> expenses in providing support services (`Billable Fees") pursuant to this Agreement as of <br /> the Start Date <br /> (a) courier services, photocopying, faxing, long distance phone calls and reproduction <br /> services, <br /> (b) all direct travel expenses including,but not limited to hotel, airfare,car rental,tolls, <br /> parking and airline and travel agent fees, each individual's travel time billing rate <br /> of$175 00/hour, a per them rate of$55 00 for week days and a $125 00 per diem <br /> rate for weekends and statutory holidays,that includes all meals (excluding alcohol <br /> beverages) and telecommunications expenses,and a mileage charge consistent with <br /> the Internal Revenue Service established rate pei mile Receipts for the same shall <br /> be provided to City as a precondition of City's payment <br /> S&S may update its reimbursement policies from time to time, in which case such updated <br /> policies shall apply for purposes of this Agreement, provided that such updated <br /> reimbursement policies must generally apply to all clients of S&S, and that City has <br /> provide S&S with written acceptance of such update policies within thirty (30) days after <br /> City's receipt from S&S of written notice of the same <br /> 6 S&S shall supply all maintenance releases to City at no additional charge other than the <br /> payment of the Support and Maintenance Fee Upgrades (mayor new versions of the <br /> software products) will require additional services to be performed by S&S and City will <br /> be billed based on a separate Upgrade Contract <br /> 7 All payments hereunder shall be in U S dollars and shall be net of any taxes, tariffs or <br /> other governmental charges S&S shall be responsible foi paying all taxes, fees, <br /> assessments and premiums of any kind payable on its employees and operations Any tax <br /> S&S may be required to collect or pay upon the sale, use of delivery of the support and <br /> maintenance services described in this Agreement shall be paid by City and such sums <br /> shall be due and payable to S&S upon receipt of an invoice therefore Any taxes levied in <br /> relation to the services required for a Release shall be paid by City City shall be <br /> responsible for the payment of any applicable duties and sales/consumption taxes <br /> • The term of this Agreement shall be for three years beginning on the Start Date(the"Initial <br /> -2- <br /> 11ca\djnAAgreements\Systcros and Software support Maintenance Contract-4 24 2017 doex <br />