Loading...
HomeMy WebLinkAboutContracts & Agreements_201-2004_CCv0001.pdf 401 Water Tower Circle Colchester,VT 05446-1928 Telephone: 802-655-4400 Systems ` Fax: 802-6554401 & Software www.ssiutilitysuite.com ANNUAL SOFTWARE MAINTENANCE & SUPPORT CONTRACT Systems&Software, Inc.("S&S")agrees to provide to the licensee named below(the"Customer")and the Customer agrees to accept,on the following terms and conditions, maintenance, approved enhancements, custom programming (quotes) and support services, with reference to the Licensed Software(as such term is defined below)installed at the Customer's site. The term of this Agreement is from January 1,2005 to December 31,2005. If the Customer has entered into a Software Maintenance & Support Contract with S&S that covers a tem} longer than one year, the Customer acknowledges that this Agreement reflects only the one-year period stated above. No portion of the fee is refundable,even if the Customer ceases use of the Licensed Software prior to the end of the term. Customer No: 13000 Customer Name: CITY OF REDLANDS Installation Site: REDLANDS, CA Address: 35 CAJON STREET Contact: JANET MILLER Address: SUITE 15-A Telephone: 909-798-7698 City/State(Zip: REDLANDS, CA 92373 Description of Licensed Software and Services Maintenance Fee CIS-MULTI 70,265.00 CUSTOM INTERFACES 9,000.00 ENQUESTA THIN CLIENT 1,663.00 ENQUESTA MIDDLEWARE 1,940.00 AIX SUBSCRIPTION & SUPPORT (Paid through 9/15/06) 0.00 MICRO FOCUS RUNTIME 1,380.00 ORACLE 2,625.00 COGNOS IMPROMPTU 1,717.00 TOTAL MAINTENANCE FEE 88,590.00 The Customer agrees that the annual maintenance fee includes the services specified in Attachment A for the term specified and,furthermore,agrees to all the terms and conditions stated on the next page. The Customer agrees to submit a Software Request Form (available on S&S's website)for any and all installation requests. Your signature below constitutes acceptance of the fees specified above, and all other provisions of this Agreement. After the term expires,an Annual Software Maintenance & Support Contract (in S&S's then-current form) is required for the continued use and support of the Licensed Software. FAILURE TO PAY THE ANNUAL MAINTENANCE FEE RESULTS IN TERMINATION OF THE CUSTOMER'S LICENSE TO USE THE APPLICATION SOFTWARE. THE PARTIES HAVE READ THIS AGREEEMENT, INCLUDING ALL PAGES ATTACHED HERETO, AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS. THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF BOTH S&S AND THE CUSTOMER. SYSTEMS&SOFTWARE,INC. CUM4=— SIGNATURE i'��a� SIGNATURE _�- —))) — Title Controller Title ayor, City of Redlands Date November 29,2004 Date December 21 2004 Attest: City Clerk 1. DEFINITIONS: 6. MAINTENANCE AND SUPPORT SERVICES: S&S shall perform corrective maintenance as specified in Attachment A, S&S shall A. "Application So are" shalt mean the enQuesta UtilitySuite"M provide corrective maintenance from its business premises via the software or the MUPS software licensed by S&S to the Customer, technological means and in the manner set forth in Attachment A. B, "Attachment A'° means Attachment A to the Annual Software The Customer is responsible to provide access capability to alloy Maintenance & Support Contract, which provides guidelines and S&S access into Customer's information system as set forth in policies relating to maintenance and support services. Attachment A. Corrective maintenance will be provided only for Attachment A is attached hereto and incorporated herein and the current version of the Application Soffiware and the most forms part of this Agreement. recent release just prior to the current version, Corrective C. "Documentation" means all materials relating to the Licensed maintenance will be provided solely if the Application Software is So*4vare consisting of tangible, human-readable materials not functioning in accordance with its design specifications. In the containing information developed for use In conjunction with any event that Customer desires a different functionality, such component of the Licensed Software,including,without limitation, requests for changes are not covered under the fee set forth on manuals,user documentation,and training materials, the front page of this Agreement. If the Customer elects to cease D. "Information System Agreement" means the base contract, if maintenance support on particular line items or modules, the any, between the Customer and S&S relating to installation of an Customer must pay for all prior annual maintenance fees that information system by S&S. were not paid if it desires to reinstate the particular application. E. "Licensed Software"means the Application Software,operating S&S is not required to perform corrective maintenance with system software,and third-party software listed on the front of this respect to Application Software malfunctions caused by (i) Agreement. The Licensed Software does not include the source Customer's modifications to the Application Software unless code. performed at the direction of S&S; (i€) Customer's failure to use 2. LICENSE: S&S grants to the Customer a nonexclusive and updates, enhancements or program error corrections; or (Iii) nontransferable right and license to use the Licensed Software Customer's failure to use the Application Software in accordance solely for the Customer's internal business purposes in with this Agreement or the Information System Agreement, accordance with the provisions of the Information System 7. MODIFICATION SUPPORT: The Customer may request Agreement, if any. Unless otherwise specified in an Information modifications to the Application Software as set forth in System Agreement, (a)if the Customer experiences any increase Attachment A. in its metered account volumes beyond five percent per year,then f3. DISCLAIMER OF WARRANTIES; NO LIABILITY: S&S Customer must pay additional license fees to S&S, such DISCLAIMS AND EXPRESSLY WAIVES ALL WARRANTIES, additional fees to be negotiated in good faith; and (b) if the EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION Customer experiences any growth,regardless of the amount,due ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR to the purchase of or merger with another entity or due to PURPOSE. UNDER NO CIRCUMSTANCES SHALL S&S BE circumstances outside the ordinary course of business, thea LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, Customer must pay additional license fees to &S, such CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF additional fees to be negotiated in good faith, The license granted ANY KIND INCLUDING, BUT NOT LIMITED TO, DAMAGES to Customer shall be automatically revoked at such time as(i)the POR LOSS OF PROFITS, WORK STOPPAGE, SYSTEM Customer ceases to use the Licensed Software: (ii)the Customer FAILURE OR MALFUNCTION, LOSS OF DATA, OR ANY cancels this Agreement; or (iii) the Customer breaches this OTHER DAMAGES OR LOSSES IN CONNECTION WITH THE Agreement in such spanner that adversely impacts S&S's USE OF THE LICENSED SOFTWARE OR OTHERWISE, EVEN proprietary rights in the Licensed Software. IF S&S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH . OWNERSHIP OF APPLICATION SOFTWARE: The Customer DAMAGES, acknowledges and agrees that S&S shall have and retain sale 9. REQUIREMENTS UPON TERMINATION OF LICENSE: At such and exclusive ownership of all right,title and interest in and to the time as the license for the Application Software terminates, the Application Software„ including ownership of all trade secrets and Customer shall cease use of the Application Software and return copyrights pertaining thereto. The Customer further agrees that to S&S or destroy all copies of the Licensed Software and all S&S shall have sole ownership of all improvements and Documentation in the Customer's possession or under its control. modifications made to the Application Software, including,without Within ten(10)business days after termination of said license,the limitation, those made in connection with modifications or Customer shall send written confirmation to S&S, by first-class, improvements to benefit the Customer, regardless of whether certified mail, return receipt requested, that Customer (i) has such improvements and modifications are made by S&S alone or completed such destruction or return of the Application Software together with the Customer or third parties. and Documentation; (ii) has not permitted any improper 4, COPYING OF APPLICATION SOFTWARE PROHIBITED: disclosure, use of or access to the Application Software or Customer may prepare one copy of the Application Software for Documentation; (til) acknowledges and agrees that Customer backup purposes only; provided that the backup copy may be remains bound by the confidentiality provisions set forth in used only during the term of the license and the copy shall be Section 5 above. Customer agrees that S&S shall have the right destroyed or returned to S&S upon termination of the license. to disable the Application Software upon the termination of the The Customer may prepare a reasonable number of copies of the license; provided that S&S shall not disable the Application Documentation for internal use only; provided that the copses of Software if the Customer is contesting the termination in good Documentation may be used only during the term of the license faith and the Customer continues to pay all fees required by this and the copies shall be destroyed or returned to S&S upon Agreement and any Information System Agreement when due. termination of the license. Customer shall not have the right to 14. INCONSISTENT PROVISIONS: In the event that provisions in prepare any archival copy of the Application Software or this Agreement are inconsistent with corresponding provisions in Documentation. the Information System Agreement, the provisions in this 5, CONFIDENTIALITY AND NONDISCLOSURE: Customer Agreement shall govern. Corresponding provisions in the acknowledges that the Application Software constitutes trade Information System Agreement and in this Agreement that secrets of S&S and acknowledges that the Application Software provide more detail or result in greater protection to S&S shall not and Documentation are confidential and proprietary property of be deemed to be inconsistent with each other;only provisions that S&S. During the term of this Agreement and for a period of five are in direct conflict with each other shall be construed as (5) years thereafter, Customer agrees (I) to limit access to the inconsistent provisions. Application Software, Documentation, and any other confidential 11. MISCELLANEOUS: In the event that a particular provision of this information of S&S (including, without limitation, any information Agreement is found to be in violation of any applicable law,each marked 'Confidential" by S&S) to only those employees who such provision shall be enforced only to the extent it is not in require access thereto in order to use the Application Software for violation of such law or is not othei viise enforceable;and all other permitted purposes; pi) not to make available or disclose the provisions of this Agreement shall remain in full force and effect. Application Software or other confidential information of S&S to Unless otherwise specified in an Infoanation Systern Agreement, anyone without prior written consent of S&S; and fiii) to take all this Agreement shall be governed by the laws of the State of reasonable precautions to maintain the confidentiality of the Vermont,without giving effect to the principles of conflicts of lasts. Application Software, Documentation, and other confidential information of S&S, employing at least those precautions which the Customer employs to protect its own information of a similar nature.