HomeMy WebLinkAboutContracts & Agreements_100-2002_CCv0001.pdf ry�,L5262728,�`�Q
ADVANCED
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O T ILITY SYSTEMS (�f 30� N
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VIA COURIER VL
The City of Redlands
ATTN: Dan McHugh, City Attorney
35 Cajon Suite 15A �r���i
Redlands, CA 2 �
USA 92373
Re: Termination and Settlement Letter for the City of Redlands and Advanced
Utility Systems
Dan,
Attached hereto for your signature are two execution copies of the termination and
settlement letter for the City of Redlands and Advanced Utility Systems Corporation.
Would you kindly execute the enclosed agreements and fax a fully executed copy of the
letter agreement to Jay Feldman, with one original to follow by courier.
Sincerely,
i
Patricia Sorbara
President and Chief Executive Officer
2235 SHEPPARD AVENUE EAST SUITE 1702 TORONTO ONTARIO 142J SRS TEL (416) 496 0149 FAX (416) 496 3910 www.ausc.com
ADVANCED UTILITY SYSTEMS CORPORATION
2235 Sheppard Avenue East, Suite 1702
Toronto, ON M2J 5135
June 21, 2002
The City of Redlands
35 Cajon Suite 15A
Redlands, California
U.S.A. 92373
Dear Sirs:
Re: Software Licence and Implementation Agreement made as of June 21, 2000 between
The City of Redlands (the "City") and Advanced Utility Systems Corporation
("Advanced") (the "Licence Agreement") and Support Agreement made as of June
21, 2000 between The City of Redlands and Advanced (collectively, the
"Agreements")
The purpose of this letter is to set out the terms and conditions upon which the City and
Advanced have agreed to terminate, and settle, on a full and final basis, the Agreements,
including, without limitation, any provisions in the Agreements which (a) require Advanced to
license, install, implement or support the Software or perform any Services in relation thereto,
(b) require the City to accept and pay for the Software or the Services, or (c) expressly survive
the termination of the Agreements.
Capitalized terms used herein and not otherwise defined shall have the meanings given to the
them in the Licence Agreement.
The terms of settlement are as follows:
I. First Payment. Within ten (10) business days following execution of this letter by the
City and Advanced, the City will receive from Advanced a payment of US$50,000 (the
"First Payment"), together with a disc containing the conversion data delivered by the
City on October 24, 2001 and prepared by Technology Consultants, Inc. for Advanced in
respect of the Licence Agreement, which data will be delivered in an "MS Access 2000"
format, on an "as is, where is" basis, without representation and warranty as to any
matters concerning such data, including the completeness or accuracy thereof
2. Return of Proprietary Items, The City will, within ten (10) business days following
receipt of the First Payment, return to Advanced all Proprietary Items, without retaining
copies thereof, such Proprietary Items to be returned with a certificate from an officer of
the City confirming that all such items have been so returned.
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To facilitate the return of the Proprietary Items, the City will provide Advanced with
supervised remote access to the Software for the sole purpose of de-installing the
Software from the City's servers, which de-installation will take place substantially in
accordance with the procedure outlined in Exhibit A hereto and will be monitored by the
City. Concurrently with the remote de-installation, the City will have its employees de-
install the Software from those individual workstations on which the Software has been
installed.
3. Second Payment. Within ten (10) business days following the return of all Proprietary
Items and confirmation from the City that the de-installation of the Software in
accordance with section 2 above has been completed, the City will receive a second
payment from Advanced of US$50,000
4. Return of City Confidential Information. Simultaneous with delivery of the Second
Payment, Advanced will return to the City all confidential information possessed by
Advanced with respect to the City and its customers, including any records respecting
social security numbers, without retaining any copies thereof, which confidential
information shall be returned together with a certificate from an officer of Advanced
confirming that all such items have been so returned.
5. No further Payment Obligations. Except for the payments enumerated in sections I
and 3 above, no further payments will be due and owing to either the City or Advanced
under, pursuant to, or in connection with, the Agreements, including in respect of the
Software and the Services (including, but not limited to, any outstanding payments owing
under any invoices issued prior to the date hereof or in respect of services or
disbursements for which invoices have not been issued).
6. Ownership Disclaimer. By signing below, the City hereby expressly disclaims,
renounces and relinquishes to and in favour of Advanced, any right, title or interest it
may allege to have, in and to the Proprietary Items (which items, for certainty, do not
include the data provided to the City pursuant to section I hereof).
7. Mutual Releases. By signing below, each of the City and Advanced (in such capacity, a
"Releasing Party") hereby remises, releases and forever discharges the other party, and
each of the officers, directors, shareholders, agents, subcontractors and employees of
such other party (in their respective capacities, collectively, the "Released Group") from
all actions, causes of action, suits, debts, covenants, liabilities, obligations, claims and
demands whatsoever which each Releasing Party now has or hereafter can, shall or may
have, against any of the Released Group for or by reason of, or in any way arising out of,
the Agreements, or anything done or omitted to be done thereunder or in connection with
the performance of work or services in any way related thereto. Notwithstanding the
preceding sentence, the release contemplated by this section 7 shall not extend to any
party's failure to perform its obligations under this letter agreement.
In granting the release herein, each Releasing Party acknowledges that it understands it is
waiving the benefit of any provision of law in any jurisdiction to the following effect:
C�
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A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with
the debtor.
(California Civil Code, section 1542)
Each Releasing Party expressly waives and relinquishes all rights and benefits under that
section, or under any law or legal principle of similar effect in any jurisdiction with
respect to the release of unknown and unsuspected claims granted in this agreement.
8. Termination. By signing below, the parties hereto hereby agree that the Agreements are
terminated, with immediate effect, including with respect to all provisions of the
Agreements which, by their terms, expressly survive the termination thereof The parties
agree that except as specified in this letter agreement no further action is contemplated or
need be taken by any party under any of the Agreements.
9. Denial of Liability. The parties hereto agree that this letter agreement is for settlement
purposes only. Neither this letter agreement nor any action taken pursuant to this letter
agreement shall constitute any admission of wrongdoing, fault, violation of law or
liability of any kind on the part of the parties hereto.
10. No Assignment of Delegation. Advanced represents, warrants and agrees that it will not
and has not committed, or permitted or agreed, to any sale, encumbrance, hypothecation
or transfer, whether by operation of law or otherwise, of any type, of the claim, right or
any cause of action released or discharged by this letter agreement.
11. Entire Agreement. This letter agreement represents the entire agreement of the parties
hereto as to the matters contained herein and supersedes all prior agreements and
understandings of the parties with respect thereto, whether verbal or in writing. This
letter agreement shall not be modified except by written document signed by the parties
hereto.
12. Attorney's Fees. In the event any legal action is commenced to enforce or interpret the
terms or conditions of this letter agreement, the prevailing party in such action shall, in
addition to its costs and other relief, be entitled to recover its reasonable attorneys' fees.
13. Survival. All representations and agreements set forth in this letter agreement shall be
deemed continuing, and shall survive the execution date of this letter agreement and shall
be binding upon each party's successors and assigns and any other person, firm and/or
entity claiming on behalf of and/or through the parties to this letter agreement.
14. Waiver. No waiver by any party hereto of any breach of any term or provision of this
letter agreement shall be construed to be, nor be, a waiver of any proceeding, concurrent
or succeeding breach of the same, or any other term or provision hereof. No waiver shall
be binding unless in writing and signed by the party to be charged or bound.
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15. Further Assurances. The parties hereto shall execute such other documents and take
such other actions as may be reasonably necessary to further the purpose of this letter
agreement,with the parties to bear their own costs and attorney's fees.
16. No Third-Party Beneficiaries. Except for any third parties that are members of a
Released Group (within the meaning of section 7), there are no third-party beneficiaries
to this letter agreement and nothing herein shall confer any enforceable rights on non-
signatory persons or entities.
17. Governing Law. This letter agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California, and venue for action related to the
terms and conditions of this agreement or the underlying Agreements will reside
exclusively in the state or federal courts or California.
18. Successors and Assigns. The provisions of this letter agreement shall enure to the
benefit of, and be binding upon, the parties hereto and their respective successors and
assigns.
M Consideration. Each of the parties hereto acknowledges receiving good, valid and
sufficient consideration for settling the matters referred to herein.
20. Time of the Essence. Time shall be of the essence of this letter agreement.
21. Counterparts. This letter agreement may be executed in any number of counterparts
(whether by facsimile signature or otherwise), each of which when so executed shall be
deemed an original and all of which, taken together, shall constitute one and the same
instrument.
22. Participation by Counsel. Each party acknowledges to the other party that (a) it has
been represented by independent legal counsel of its own choice throughout all of the
negotiations which proceeded the execution of this agreement, (b) it has executed this
agreement after a full opportunity to consult with such legal counsel, and (c) this
agreement is the product of negotiations between the parties and shall be deemed to have
been drafted jointly by the parties.
Yours truly,
ADVAN D UTILITY SYSTEMS CORPORATION
Per:
Patricia Sorbara,President and
Chief Executive Officer
Acknowledged and agreed effective on the date first set forth above.
THE CITY OF REI LANDS DATE: July 2, 2002
Attest:
Per:
Authorized Signing Officer) Lori Poyzej/, Pu Clerk
Karl N. Haws, Mayor LI/
EXHIBIT A
DE-INSTALLATION PROCEDURE
Advanced Utility Systems Corporation
Instructions for De-installation of CIS Infinity Software
1. Advanced Utility Systems Corporation (AdvaDC8d) will dial into The City OfRedlands
using pCAnwvvh8Pe. and the following information:
• Phone number for pcAnywhePe (SOQ) 79B-7519
• F»cAnvvvherelogin name AUSCand pcAnywherepassword AUSC4512Q1
We assume that wewill bemaking 8pCAnywhereconnection directly 1OThe City Vf
Redlands (the City) CIS Infinity application server.
1. Once a pcAnywhere connection is established to the City CIS Infinity application server,
AdvmnDedvvi|| |OC8tGtheC|S |Ofinitvapp|iC@bonOOthG |0Ca| h8[ddhwebvdmub\ec|iCking
on the N1yComputer icon from the desktop. The CIS Infinity application usually resides
on the C: or D: drive in afolder named C|S|K1F|yJ|TY.
2. Advanced will try to |oo8tG the CIS Infinity Client Install program 0n this server. The CIS
Infinity Client \nebg|| program is named C|S|nfinitvC|iendnGtg||.e»9 and this program
usually resides inofolder name CLIENT—INSTALL onthe server C: or[>: drive.
3. Advanced will run the CIS Infinity Client install pnJgr8[n by double clicking on this file
C|S\nfinitvC|ient|nstall.GxG that will de-install CIS Infinity Client runtime files from the
sen/8r. Advanced must have |0oo| administration rights on the server to run this
program. If CIS Infinity Client is not installed on the dial-in server, Advanced will not run
the C|@ Infinity Client program.
Instructions for De-installation of CIS Infinity Software (continued)
4. The following forms will display upon starting the CIS Infinity Client program.
. :
Extracting Files
The contents of this package are being extracted.
Please wait A*the bstalISN&I Wlxard extracts dv f#es Beaded to In"CTS
ir&dty(Q)on yax computer, This n w take a few frrame M
Rea&V=torts of padope.,.
trr ta�!'ahield
[Back Next] �
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CIS Infirm+jv21 Setup is P%MkV the wtalisHelaR Waard,
which wA pAle 9w tfxauph Ow fast Of the Nle P P=*M Please
waft
Advanced will select the Remove option and click on Next
2
Instructions for De-installation of CIS Infinity Software (continued)
L-
PS Infinity(v2)SetUP
Welcome
Modify,repair,or remove the program.
W*O me to the as Irh*Setup Maintenance pWwL Thin p rg lets you modly Ow
currant hoallatiorx Click arta d die option:beiaw
r hiodiy
sa W new p Wan components to add or*dW=N*
rpwi
Rwatall d PwWam=WOWft irAakd by the prem whP
r.
<Remov�e a�insured car�arrer�.
Irr�saliShi�d
t flack Cancel
Confirni File Deletion
Do you went tro tarnpbb*femo+►a the selxtad appkation and ai of its commpmor*$?
Advanced will put a check mark in the "Don't display this message again" option and click
on Yes.
x
Shared File Detected The Be CAVAININMysiamWOMHELREXE may no 1oW be r+eeded 6y
arty appk4 t m You can delete"W d*q so MV
��dJW
appieati"From iu fkQ correctly Seledyes to
r an�this __ air
Yes ma . CaromJ
3
Instructions for De-installation of CIS Infinity Software(continued)
_
It:
.!�► L* 11+x► i� Hn+r �+ T�1 11d�+tliY f
prrrww��
a
s
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Advanced will click on Finish, which will complete the process of removing CIS Infinity Client
runtime files, from this workstation only. Note: The City will have to run this process on each
workstation that has CIS Infinity Client install.
4
Instructions for De-installation of CIS Infinity Software (continued)
Maintenance Complete
InstallShield Wizard has firrshed performing maintenance
operations on CIS Infinity
(P Cancel
5. Advanced will double click on the My Computer icon from the desktop and locate the
CIS Infinity Application folder (CISINFINITY). Advanced will click on this folder and
select the Delete option, which will delete the CIS Infinity application from the hard drive.
Delete
Confirni folder J
Are you sure you want to room the Folder QTY and move
al Its aorta'ts to the Ret:yde Bh?
6. Advanced will empty the Recycle Bin and delete all CIS Infinity icons from the desktop.
7. Assuming that the dial in workstation has Oracle Client install, Advanced will proceed to
delete the Oracle database.
5
Instructions for De-installation of CIS Infinity Software (continued)
From the Oracle database server or client machine:
1. Open SQL Plus from the Windows Start Menu:
e � 6 l,g T&r*W Servkes C%W* a
Orade lrhtaA�kMY1 Rates kAdnirIIRIOHuN Shorto To C. 01
tmex '
ShA Down...
2. Log into the database as SYSTEM user:
Password and Net Service Name are required; obtain them from DBA or System administrator.
User Maw. SrsTIFM
Password is usually'MANAGER',Of not,ask DBA or System adrninstrator,
Peasurur&
ft"Swof ICISDATAPA --— Get Net Service Name from DBA or System administrator
OGael
3. Type 'DROP USER ADVANCED CASCADE;' in SQL Plus command line. Then press
ENTER key. If the user and its objects are dropped successfully, the message, 'User
dropped' will show.
Connected to:
Oracle8i Enterprise Edition Release 8.1.5.0.0-Production
With the Partitioning and Java options
PUSQL Release 8.1.5.0.0-Production
SOL>
SQL>DROP USER ADVANCED CASCADE;
User dropped.
SQL>
At this point, the de-installation of the software is complete.
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