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HomeMy WebLinkAbout1983-050 Agrmt - Service DataCITY OF ASHLANDi CITY HALL ASHLAND, OREGON 97520 telephone (Code 503) 482 3211 Service Data Processing P.O. Box 10364 Portland, OR 97210 Attn: Mr. Doug Foley, PresiGen% Dear Doug: We received Page 5 on November 17, and it appears satis- factory. I checked with one of your clients and found that the contract terms had presented no problem for them. We agree that there will be at least a temporary reduction of $1,000 until such time as we are ready for the purchasing/ encumbrance package. For EDP management and liaison purposes, the following people will be responsible: General Management (contractual inter- pretations, scheduling of installation, initial training arrangements, enhancements, major problems) - Robert D. Nelson, Director of Finance. (During my absence: Karen Huckins) o Operational managent .- (Day-to-day operations after the system is up and running; support services contacts tec.) - Karen Huckins, Supervising Accountant. (During Karen's absence: Pat Wood, Account Clerk, for utilities and L.I.D. system, and Gerrie Garrett for general accounting matters). I will get back to you later concerning the type of printers we will want. Enclosed is a signed contract. Thanks for your help in getting to this point. looking forward to working with you. We'll be cc: Karen Huckins Cordially, Robert D. Nelson, Director of Finance RDN/sb GOVERNMENTAL FINANCIAL SYSTEM AGREEMENT Effective Date: BETWEEN: SERVICE DATA PROCESSING, LTD. 230! NW THURMAN PO BOX 10364 PORTLAND, OR. 972!0 "SERVICE DATA" AND: CITY O.F ASHLAND "CITY" ~0 E MAIN ST. ASHLAND~ OR. 97520 Service Data is in the business of providing a computer system known as the "Governmental Financial System", comprising selected data processing and ancillary equipment and selected computer programs developed for use with that equipment. Based upon City's needs, Service Data has offered to purchase for resale to City the selected equipment more fully described in Schedule A of this Agreement, and City desires to purchase that equipment. Service Data is the owner of certain computer programs which Service Data itself has previously developed and is a sublicensor for certain computer programs which have been developed by third parties ("Licensors"), and has offered to license City to use those programs as part of the Governmental Financial System. Among those programs City desires to acquire a license to use the selected programs which are more fully described in Schedule B of this Agreement. The parties have previously engaged in negotiations regarding this matter and have exchanged questions and information regarding City's data processing needs and the capabilities of the selected equipment and computer programs. In particular, City has supplied Service Data with information regarding the volume and type of transactions for which it desires data processing capability and its operational needs. At City's request, Service Data has prepared and submitted to City its Proposal, which is attached to this Agreement as Schedule C. In response to the Proposal City has requested Service Data to provide to it a Govern~nental Financial System. It is recognized, however, that the final System configuration, equipment sale price and software license fees, as well as the terms of sale and license, are governed solely by this Agreement. NOW, THEREFORE, in consideration of the above premises and of the valuable consideration recited in Schedules A and B of this Agreement, the parties do mutually agree as follows: ]. Definitions. 1.! The term "application program" means a computer program intended to perform a specific data processing task. ].2 The term "Documentation" means any materials related to the Governmental Financial System and provided for use in connection with the System. ].3 The term "enhancement" means any program, or part thereof, or documentation not included in the Licensed Software at the time of execution of this Agreement that is an improving modification to the Licensed Software. ].4 The term "file data" means any aggregation of data sets for definite usage. ].5 The term "Hardware" means the data processing and ancillary equipment to be delivered by Service Data and includes any system software supplied as listed in Schedule A. ].6 The term "Licensed Programs" means computer programs licensed pursuant to Paragraph 3.] of this Agreement. ].7 The term "Licensed Software" means computer programs and documentation licensed pursuant to Paragraph 3.] of this Agreement. ].8 The terms "program" and "computer program" mean sets of instructions or statements which are machine readable by data processing or ancillary equipment. -2- 1.9 The term "software" means computer programs and documentation. l. lO The term "system" means the hardware and the software to be delivered. 1.I1 The term "system software" means computer programs which control the operation of a data procesing system and documentation related thereto. 1.12 The term "use" includes programming a computer, copying a portion of a program into a computer, or transmitting a portion of a program to a computer for processing the instructions or statements thereof. 2. Hardware Purchase. 2. ! City has reviewed and agreed to the Hardware configuration set forth in the attached Schedule A, and based on City's approval of the Hardware configuration, Service Data shall purchase in its own name the Hardware so described. Service Data hereby agrees to sell to City, and City agrees to purchase such Hardware for the price stated in Schedule A. The price is exclusive of freight and insurance, both of which shall be paid by City and will be invoiced separately. The price does not include local, state or federal sales, use, excise, personal property or other similar taxes or duties, and any such taxes shall be assumed and paid by City. The cost of site preparation and any supplies needed for Hardware operation shall also be paid by City. 2.2 The Hardware shall be shipped by ~.(S_U_~_F_A~C.E~ freight at the expense of City to the installation site prior to installation. Service Data may prepay the shipment costs and charge those costs to City. 2.3 Risk of loss or damage to the Hardware being sold hereunder shall become City's responsiblity upon delivery to City's offices by the freight company. 2.4 City hereby grants to Service Data a security interest in the Hardware pursuant, but not limited, to the terms of the Uniform Commercial Code as adopted by the State of Oregon [ORS 79.]070 (|)] for the performance by City of its payment obligations under this Agreement. Prior to the shipment of the Hardware, City shall execute such documents as Service Data shall reasonably deem necessary, including a Uniform Commerical Code financing statement, to evidence and enable Service Data to perfect a security interest in the Hardware. 2.5 Service Data warrants that title to the Hardware shall be good and marketable and shall be conv~yed upon shipment by the Hardware manufacturer free and clear of all liens or security interests provided that Service Data shall retain a security interest in the Hardware until payment in full is received by Service Data. 3. Software License. 3.] Service Data grants to City a personal, non-exclusive license or sublicense to use the computer programs described in Schedule B of this Agreement, and to use the Documentation associated with those programs, solely for City's own internal operation. This license or sub- license shall be binding on Service Data's successors and assigns. City shall execute such separate license agreements as may be required by a Licensor for use of its software in connection with the Governmental Financial System. 3.2 Service Data will provide City with a copy of the source code, object code and full current documentation for each of the Licensed Programs, and enhancements. City may copy and modify the Licensed Programs for its own use, provided that the original and any copies of the Licensed Programs, in whole or in part, shall be the property of Service Data. 3.3 City shall not have the right to use Licensed Programs with any Central Processing Unit other than that included in the Hardware designated in this Agreement unless it is approved in writing by Service Data. However, City may temporarily transfer the Licensed Programs toabackup data processing system for use while City's own System is in- operative until operable status is restored and processing on the backup system i~ completed. 3.4 Any enhancements to the Licensed Programs made by Service Data at City's request or otherwise shall be the sole and exclusive property of Service Data. City shall have a license to use such enhancements according to Paragraph 3.] and 3.2. 3.5 Service Data shall have a non-exclusive royalty free right to use and sublicense any enhancements made by City to the Licensed Programs and, upon request~ City shall provide Service Data with the source code, object code and full documentation for any such enhancements, without cost, which Service Data may copy and provide to others under a sublicense as needed. 3.6 Service Data warrants that it is either the sole owner of the Licensed Software, free and clear of any liens or encumbrances, or it otherwise has the right to grant a license to use the Licensed Software. Protection of Service Data's Proprietary Rights. 4.] City may not assign or sublicense the rights granted under Paragraph 3 to any other person. Service Data grants no proprietary rights in the Licensed Software to City. 4.2 City acknowledges that the Licensed Software is a trade secret, for the protection of which Service Data and Licensors have certain legal and equitable remedies. City shall take reasonable security precautions and all necessary steps to prevent disclosure of the Licensed Software to third parties, and shall not make unauthorized copies of the Licensed Software. City shall require all persons permitted access to the Licensed Software to sign a written acknowledgement of confidentiality of the Licensed Software and agreement to abide by the terms of this Agreement. 4.3 City acknowledges that Service Data holds the sole and exclusive copyright for at least that Licensed Software designated in writing by Service Data or bearing at the time of delivery a notice of copyright by Service Data. Placing of a copyright notice on any Licensed Software shall not be deemed a publication or placement in the public domain. 4.4 City shall not use the Licensed Software except in connection with the operation of the data processing activities described to Service Data prior to the date of this Agreement. Unless otherwise agreed to in writing between the parties City shall not allow any other person to use Licensed Software if it shares time on the Hardware. 5. Deliver~, Installation and Testing. 5.! Service Data is responsible for the delivery and for the coordination of the installation and testing of the Hardware, and for the delivery, installation and testing of the Licensed Software. 5.2 Based upon industry practices, Service Data estimates that delivery of the Hardware can be accomplished within 60-]20 days from signing of this Agreement, and that installation and testing of the Hardware can be accomplished within ]0-]5 days thereafter. However, City recognizes that delivery of the Hardware may be outside of Service Data's control, in which case the completion date of the System shall be extended by the period of time consumed by such delay. Service Data will supply the City with a copy of the Hardware order displaying the actual estimated delivery date. 5.3 Installation, testing, and full implementation of the Governmental Financial System, including all application programs that are described in Schedule B, shall be accomplished in accordance with the time- table set forth in Schedule B. It is recognized that installation and testing of the System by the specified dates is subject to City meeting its responsibilities set forth in part 6 hereof. 6. City Responsiblities. 6.] City assumes full responsibility for the operating environment in which the Hardware purchased under this Agreement is to function. Prior to Hardware shipment, City shall prepare the site for installation of the Hardware in accordance with the installation specifications set forth in Schedule D of this Agreement. 6.2 Service Data will coordinate and supervise the installation and testing of the Hardware, however, City understands and acknowledges that the installation and testing of the Hardware is its financial responsibility. Accordingly, prior to the actual estimated Hardware delivery date, City shall execute one or more agreements with the Hardware manufacturers or with some other qualified person providing for the installation and testing of the Hardware. Service Data shall provide reasonable information available to it regarding such agreements available from Hardware manufacturers. 6.3 In any instances of contention for use of the Hardware Service Data shall have first priority for installation, testing and maintenance of the System. 6.4 City shall provide the following resources for Service Data's use in fulfilling the terms of this Agreement: (a) One qualified City representative assigned to work with Service Data's representative on the installation, testing and maintenance of the System with appropriate authority to make decisions for City regarding the System. City understands that Service Data will rely upon the decisions of the representative having such authority; (b) At least one qualified operator designated by City to be available at reasonable times for training in the operation and use of the System, and to enter data and operate the System for acceptance testing throughout the acceptance testing period. (c) The availability of City's personnel upon reasonable request of Service Data to answer questions and advise Service Data regarding City's facilities, operations, and requirements; and (d) Adequate office space at City's premises for Service Data personnel to perform their responsibilities. 6.5 City shall comply with all local, state, and federal laws respecting the use of the Hardware, Licensed Programs, and any other programs used with the Hardware, including payment of sales, use, inventory, or other tax, or license fees. If Service Data is required to collect or pay a sales tax upon the sale or delivery of any goods or services it sells, leases, or delivers to City, (that tax may or may not be included in the prices stated in Schedules A and B) City will pay when due the amount of such tax either to Service Data, or directly to the appropriate governmental entity~with notice to Service Data. 7. Handbooks and Manuals. Service Data shall provide to City as full and complete documentation without additional charge one copy each of the current operator's manuals for the Hardware and a current ~ser manual appropriate for each of the Licensed Programs described in Schedule B. Service Data shall provide additional copies to City at Service Data's current market price if City requests the additional copies. The user manuals for Licensed Programs are subject to Paragraph 4 of this Agreement. 8. Acceptance. 8.] Acceptance by City of Service Data's tender of the Governmental Financial System shall be comprised of the two distinct steps of approval of the Hardware and approval of the Licensed Programs, both of which are required for acceptance of the System. The parties intend that acceptance of the System by City will have the effect as to Service Data prescribed by the Uniform Commercial Code as adopted by the State of Oregon [ORS 72.6070] and in effect on the date of this Agreement. 8.2 City accepts Service Data's tender of the System on the earlier between the date City acknowledges in writing that the Hardware and the Licensed Programs are operating in a satisfactory manner, or the date determined pursuant to Paragraph 8.3. Acceptance by City of the Governmental Financial System need not be made until after installation and testing of the System, and shall be based solely upon the Hardware's ability to meet the performance standard described in Paragraph 8.4 and the System's ability to perform the work tasks set forth in Schedule E of this Agreement. 8.3 Service Data's tender of the Governmental Financial System will be presumed to be accepted either ten days after notice from Service Data that the Hardware and Licensed Programs are operating in a satisfactory manner or ten days after completion of the 90-day Hardware performance period as set forth in Paragraph 8.4, whichever shall occur later, unless before the end of the later such time period City has given to Service Data timely written notice pursuant to either Paragraph 8.4 or 8.5 that specif~e~ in detail any alledged deficiencies in the actual performance. 8.4 Service Data shall notify Ci.ty in writing when the Hardware is installed and tested and at least one application program from among the Licensed Programs is ready for use. If the Hardware meets the Hardware performance standard of this Agreement within 90 calendar days after such notification the Hardware shall be deemed approved. The Hardware shall be deemed to have met the Hardware performance standard if for any period of 30 consecutive calendar days the Hardware is operationally available on working days for use on an on-line basis 90% of the time (calculated by dividing the total time that the System is available for use on working days by the total working day time during the 30 day period, the working day running from 8:30 a.m. to 5:30 p.m., Monday through Friday, state and federal holidays excepted). Unless Service Data is notified in writing within ten days after the 90-day Hardware performance period that the performance standard has not been met, the Hardware shall be deemed approved. If the Hardware performance standard has not been met within 90 days of such notification City shall have the option of terminating the Agreement without penalty or continuing performance tests. City's option to terminate the Agreement shall remain in effect until such time as a successful completion of the Hardware performance period is attained. In the event City elects to terminate this Agreement, written notice shall be given to Service Data which states the alleged deficiencies of the Hardware, in accordance with the notice clause of this Agreement. Upon receipt of such termination notice, Service Data shall be allowed 30 days to cure any such deficiencies, in which case the Hardware shall be deemed approved. If Service Data cannot cure any actual such deficiencies within 30 days the contract will be terminated. Upon termination Service Data will pick up all Hardware and Licensed Software, returning full payment to City for the purchase of the Hardware and licensing of the software. 8.5 Service Data shall notify City ir~ writing when a Licensed Program is installed, tested and ready for use. Upon such notice City shall, within ten days, evaluate the Licensed Program. If the Licensed Program is able to perform the work tasks set forth in Schedule E of this Agreement it shall be deemed approved. Unless within these ten days Service Data is notified in writing that the Licensed Program fails to perform a required work task the Licensed Program shall be deemed approved. If any such Licensed Program.fails to perform a required work task City shall have the option of terminating the Agreement without penalty or requesting Service Data to correct any alleged deficiencies. City's option to terminate shall remain in effect until such time as successful completion of the reuqired work task has been attained. In the event City elects to terminate this Agreement, written notice shall be given to Service Data which states the alleged deficiencies of the Licensed Program, in accordance with the notice clause of this Agreement. Upon receipt of such termination notice, Service Data shall be allowed 30 days to cure any such deficiencies, in which case the Licensed Program shall be deemed approved. If Service Data cannot cure any actual such deficiencies within 30 days the contract will be terminated. Upon termination Service Data will pick up all Hardware and Licensed Software, returning full payment to City of the purchase of the Hardware and licensing of the software. 9. Payment. 9.] Upon execution of this Agreement City shall pay **]7~034.00'* in advance to be applied toward the purchase of the Hardware. Within either ]0 days following the date of the Hardware invoice or the date that the Hardware is installed and Service Data has notif{ed City that it is ready for use, whichever is later, City shall pay the balance, **]6,746.00** , of the Hardware purchase price. 9.2 For the Licensed Programs and support services set forth in Schedule B City shall pay **]7,2~0,00'* due at the same time as the Hardware installation payment set forth in Paragraph 9.], and the remaining balance of each individual license, training and support fee shall be paid upon successful performance of the corresponding work tasks set forth in Schedule E of this Agreement. 9.3 If any payment is not paid when due and such default continues for a period of ten days, Service Data shall be entitled to collect, and City agrees to pay, in addition to the Hardware purchase price and software license fees, interest at one and one-half percent per month until the amount due is paid, and collection costs, including reasonable attorney's fees. 9.4 In the event that City cancels any portion of the Hardware prior to delivery, or reschedules delivery of the Hardware, City agrees to pay the following cancellation or rescheduling charges based upon the number of days prior to scheduled delivery that written notice of cancellation or rescheduling is actually received from City: Days Prior to % of Hardware Scheduled Delivery Price 90 - 61 10 60 - 45 ]5 44 - 3] 25 30 or less 35 City shall also reimburse Service Data for the unrecoverable portion of any license fee Service Data has had to pay to Licensors for Licensed Programs that City cancels after Service Data has ordered any such program on City's behalf. 10. Maintenance and Support. ]0.1 City understands and acknowledges that maintenance of the Hardware is its responsibility. Accordingly, City shall execute one or more maintenance agreements for the Hardware, as necessary, with the Hardware manufacturers or with some other person qualified to maintain the Hardware, which agreements shall be effective upon delivery of the Hardware and shall remain in effect during the term of this Agreement. Service Data shall provide reasonable information available to it regarding maintenance agreements available from the Hardware manufacturers. 10.2 Subject to availability Service Data shall provide City with improvements and modifications to the Hardware at the prevailing market price. 10.3 Unless otherwise set forth herein, all expenses necessary to provide such support including travel, telephone, out-of-town meals and lodging will be paid by the City upon receipt of invoice. 10.4 Service Data shall provide education and training as specified in proposal for licensed application programs. Service Data shall provide an initial allowance of direct support for System installation, additional training and consultation. Any additional support time provided shall be approved in advance by City. Unless otherwise set forth herein, no program modifications are included in this support time except those modifications deemed necessary by Service Data to meet the work tasks set forth in Schedule E of this Agreement. ]0.5 For a period of one year following the date of this Agreement Service Data shall correct any programming errors in the Licensed Programs and System programs at no labor cost to City. If City requests on-site error correction City agrees to pay reasonable expenses for travel of Service Data personnel to the site of City's System. During this period Service Data shall also provide City with enhancements, as designated by Service Data, to the Licensed Software (which shall then become part of the Licensed Software) at no additional cost. ]0.6 After one year following the date of this Agreement Service Data shall provide the services and enhancements in accordance with Paragraph ]0.5 for consecutive one-year periods provided that City pays Service Data in advance of each such period an annual license fee. Such annual license fee is subject to change. It is based upon the number of licensed programs provided to the City. ]0.7 Service Data shall be deemed notified of program errors when actually contacted by telephone or telegraph, or upon actual receipt of a letter. Service Data shall respond within 24 hours on-site should the urgency require, as reasonably determined and requested by City. Reponse is limited to normal business hours (8:30 am to 5:30 pm) Mondays through Fridays, weekends and state and federal holidays excepted. ]0.8 Service Data shall provide additional support services either on a contractual or on a time and materials basis as needed by City at Service Data's current market price. City agrees to on-going Production Support Services beginning at the time of software delivery and continuing until 90 days written notice by either party. Warranties and Limitation of Warrmnties. ]].] City warrants that the information which it has provided Service Data respecting its current operations is complete to the best of City's ability to accumulate such information. Service Data has assessed the information which City has provided and, applying its expertise in the field of data processing, has recon~aended the Hardware to City to be adequate for City's present purposes using the Licensed Programs listed in Schedule B. This determination and consequent recommendation are vaild only to the extent City has projected accurately its transaction volumes in its estimates to Service Data and does not constitute a warranty that the System will acco~nodate any expanded needs the City may develop. City acknowledges that if it expands the data to be processed to a greater degree than estimated, adds programs beyond those specified in Schedule B, or requests an enhancement of the Service Data programs, the capacity of the System the City purchases by this Agreement may not be sufficient for City's expanded demands. ]].2 Service Data warrants that all the equipment described in Schedule A, when initially installed, will be new and in good working condition. Service Data makes no warranty, expressed or implied, respecting the performance of the Hardware, except that the Hardware is suitable for the purposes for which it was sold. ]].3 Service Data warrants to City that the manufacturer of the Hardware has in turn warranted to Service Data that the Hardware is free of defects in materials and workmanship and conforms to the descriptions of the Hardware in which the manufacturer has given to Service Data. The manufacturer has further warranted that use of the Hardware by Service Data or its customer will not infringe any patent or give rise to an obligation on the part of the user to pay royalties to any party. Service Data assigns to City all of Service Data's rights and remedies under these and all other warranties, expressed or implied, which the manufacturer has made to Service Data respecting the Hardware that City purchases. City appoints Service Data, who accepts, to serve without additional compensation as City's agent to negotiate with the manufacturer of the Hardware to attempt to obtain performance or other remedy under the manufacturer's warranties. 11.4 Service Data warrants that Service Data programs conform to Service Data's express written representations and are free of substantial defects. If any person other than Service Data is granted access to tile Licensed Programs, any warranty may, at Service Data's option, immediately become null and void. 11.5 Service Data DISCLAIMS ALL OTHER WARRANTIES RESPECTING THE HARDWARE AND LICENSED PROGRAb1S, EXPRESSED OR IP~LIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SERVICE DATA FURTHER DISCLAIMS ALL TORT LIABILITY, EXCEPT LIABILITY FOR ITS OWN NEGLIGENCE. THESE DISCLAIMERS APPLY TO SERVICE DATA EVEN IF THE HARDWARE IS SOLD IN A DEFECTIVE CONDITION UNREASONABLY DANGEROUS TO CITY OR TO CITY'S PROPERTY, BUT THE PARTIES DO NOT INTEND THESE DISCLAIMERS TO LIMIT CITY'S RIGHTS AGAINST THE MANUFACTURER OF THE HARDWARE. 12. Confidentiality. Service Data agrees to maintain in strict confidence all information City has given or hereafter gives to Service Data concerning City's operations. If an error in the Licensed Programs causes City in- advertently to disseminate information about City's operations to persons unauthorized to receive such information, such dissemination shall not constitute a breach of this paragraph. ]3. Patent and Copyright Protection. ]3.] Service Data shall fully indemnify City for, and hold City harmless from, any claim by a third party that City's use of the Licensed Software or a combination of the Licensed Software and Hardware infringes any proprietary right of, or creates any obligation to pay royalties to, the third party, and shall defend City against such claim if City so requests, provided that City shall give Service Data prompt written notice of such claim and full right and opportunity to conduct a defense thereto, together with full information and all reasonable cooperation, and further provided that the claimed infringement does not result from software or hardware not furnished hereunder. -14- ]3.2 If, in Service Data's opinion, the Software or Hardware hereunder are likely to, or do become, the subject of a claim of infringement of a United States patent or copyright, then without diminishing Service Data's obligation under Paragraph ]3.] Service Data may, at its option, substitute for the alleged infringing Software or Hardware other equally suitable Hardware or Software or, at Service Data's option and expense, obtain the right for City to continue to use such Hardware or Software. ]3.3 If the use of any Hardware or Software by City shall be prevented by permanent injunction and an equally suitable substitute cannot be provided by Service Data, Service Data agrees to take back such Hardware and Software and refund any sums that City has paid Service Data under this Agreement. ]4. Offers of Employment. ]4.1 City agrees that it will not offer to employ any employee of Service Data between the date of this Agreement and the conclusion of six months from the date of acceptance of the Governmental Financial System. 14.2 City agrees that it is impossible accurately to estimate the damage that Service Data would suffer as a consequence of a breach of Paragraph ]4.]. Therefore, the parties agree that upon breach of Paragraph 14.~, City shall pay to Service Data, as liquidated damages and not as a penalty, twelve times the salary that Service Data paid or would have paid the employee for the month in which the City made the offer. The parties affirm that such liquidated damages would reasonably approximate just compensation for the damage such a breach would cause. ]5. Remedies for Service Data Breach. 15.] Service Data shall not be liable for special, incidental, or consequential damages for breach of the warranties of Paragraphs 2.5, 3.6, or 11. 15.2 Service Data specifically shall not be liable for any damages out of the loss of file data due to a malfunction of the Hardware or an error in the Licensed Software. ]5.3 In any dispute between the parties to this Agreement that results in acourt proceeding, the prevailing party shall be entitled to recover the cost of the action or suit and reasonable attorney's fees, as established by the court, at trial and on appeal. ]6. General Provisions. ]6.] This Agreement is effective as the "Effective Date" shown on the first page her.eof. }6.2 Neither party shall be liable for any delay or failure in performance under this Agreement resulting from a cause beyond its control, including a delay caused by the manufacturer of the Hardware, unless such cause was reasonably foreseeable and the party obligated to perform failed to take such commerically reasonable action to mitigate the effects of the cause as would have enabled it, had it taken the action, either to perform as agreed or to perform with less delay. ]6.3 This Agreement expresses the entire understanding between the parties as of the date first above written and supersedes all prior proposals, agreements, or understandings, whether written or oral, except those schedules attached as part of this Agreement. This Agreement may be modified only by a writing signed by the party to be charged. ]6.4 If any provision of this Agreement is determined to be invalid or unenforceable, the parties intend that the remaining provisions shall continue to have full force and effect. ]6.5 Any notice required or permitted by this Agreement shall be in writing, Paragraph ]0.6 excepted. A notice is "given" on the earlier date between the date the party notified actually receives it or the date when the party giving the notice posts the notice by registered or certified mail addressed to the address of the party stated above, or such address as the party by notice has informed the other party that it will receive notices. -]6- 16.6 The parties agree that this Agreement is to be interpreted according to the laws of the State of Oregon. IN WITNESS WHEREOF, Service Data and City have caused their duly authorized representative to set their respective hands as of the day and year first above written. "SERVICE DATA" SERVICE DATA PROCESSING, LTD. Signature Title "CITY" By: Title Signature Title -17- SOFTWARE CONFIDENTIAL DISCLOSURE AGREEMENT In consideration of my employment by the City of ~£~/ (hereinafter the "CITY") in a position where my duties involve, or are likely to involve, access to and the possession of computer software and other confidential technical information relating to the "Government Financial System" licensed to the City by Service Data Processing, Ltd., and may also involve the enhancement of such software and in- formation, I agree to receive and hold in confidence all such software and information including, without limitation, the source code, the object code, all documentation therefor, and all enhancements thereto whether made by me or anyone else. Information relating to said software will be used by me solely for the purpose of carrying out my duties as an employee of the City. I agree to limit dissemination of such confidential information only to those who have similarly agreed in writing to be bound by the terms of this Software Confidential Disclosure Agreement, and not otherwise to use or disclose such information without the prior written consent of Service Data Processing, Ltd. I further acknowledge that I have read the Governmental Financial System Agreement entered into between the City and Service Data Processing, Ltd. and agree to abide by the terms thereof. Dated: /~,i~. /~ , 19~3. (Name - printed) (Signature) GOVERNMENTAL FINANCIAL SYSTEM AGREEMENT SCHEDULE A HARDWARE CITY OF ASHLAND Qty Model Description 1 B22T Purchase Master workstation including 256KB INTEL 8086 processor, keyboard, display, printer interface, communications interface, cables and terminators $ 8,195 On-site Annual Maintenance $ 930 B22-40 40 MB winchester disk with 500KB 8" diskette mass storage unit 13,000 2,275 3 B21-]T Level ] workstations in- cluding 256KB INTEL 8086 processor, keyboard and display 888 B22-]28 ]28KB memory add-on (total of 384KB) ],000 ]]6 NO PRINTER INCLUDED IN CONFIGURATION ] B2]-MAS Master system software n/c n/c ] B20-COB COBOL compiler n/c n/c B20-BMP Multiplan spreadsheet 200 TOTAL CONFIGURATION $ 33,780 $4,209 4 Power conditioners $ 500 estimated Delivery & installation $ 300 estimated Initialed /~'~ This Schedule has effect only as part of the GOVERNMENTAL FINANCIAL SYSTEM AGREEMENT of the same date to which it is attached. CITY OF ASHLAND GOVERNMENTAL FINANCIAL SYSTEM AGREEMENT SCHEDULE B Description Electric-Utility Billing/Rec. General Ledger/ Financial Reporting Budget & Revenue Control/Alltoments Accounts Payable/ Cash Management Purchasing/ Encumbrance Payroll/ Benefits LID Special Assessments )perating System Initial License ** *** **** Date of * Install Annual Production Estimated Trainin~ Support License Support Installation 3,700 1,000 700 250 300 12,000 2,000 3,000 740 2,400 included included included included 60 - 120 days 30-75 days included 30-75 days included included included included included 75-110 days included included included included included 120-155 days included included included included UserGroup included included included 6OO included 165-210 days included 60-90 days 400 5-10 days iNITIAL COSTS: initial License initial Training installation Support RECURRING COSTS: $15,700 Annual License $ 990 $ 3,600 Production Support $ 3,100 ( or $258/month) $ 3,700 'OTAL INITIAL OTES: $23,000 Training is for 5 city personnel for all applications. Installation support includes direct technical support up through live production running. Annual license fee includes renewal of software warranty and all programs enhancements at each years anniversay. Production support service includes unlimited direct technical support to keep your system in production. Date is from date of hardware delivery. Dated: //-/~ '~'~ Initialed: .~i~ ~ This Schedule has effect only as part of the GOVERNMENTAL FINANCIAL SYSTEM AGREEMENT of the same date to which it is attached. G()VERNMENTAI, FINANCIAl, SYSTEM AGREEMENT ASHLAND BURROUGHS B-20 SCttEDULE D ENVIRONMENTAL SPECIFICATIONS Electrical AC Power Capacity: Voltage: AC Power Require- ments: 60Hz ~ 0.5 Hz - US and Canada. 85 to 130 Vrms - US and Canada. B-2! (Maximum at ]05 Vrms) 0.8 Amps (no disk) 1.25 Amps (floppy disks) 2.3 Amps (hard disks) B-22 2.7 Amps (w/o mass storage) 3.3 Amps (w/mass storage) Temperatures And Humidity Operating Temp: lO'C to 40'C / 50'F to I04'F NonOperating Temp: -22'C to +47'C / -7'F to +ll6.6'F Humidity: 20% to 80% Physical Characteristics (Per Workstation) Height: ]3.75 inches/34.92 centimeters Width: 30.00 inches/76.20 centimeters Depth: ]2.00 inches/30.48 centimeters Keyboard Height: 2.40 inches/6.09 centimeters Keyboard Width: ]8.00 inches/45.72 centimeters Keyboard Depth: 8.50 inches/21.59 centimeters Cable Length: AC: ]0 feet (3.05 meters) Keyboard to workstation: ]4 inches coiled, 5 feet extended (l.52 meters). Workstation to workstation in cluster: 50 feet (15.27 meters) standard. 1200 feet (366 meters) maximum. Mass Storage Base Unit: l)at ed: Il-If Height: 26 inches Width: 8.46 inches Depth: 20.87 inches Weight: 85 lbs. CITY elf ASHLAND SCtlI':I}IJLt.: Il GOVERNMI.:NTA1, FINANCIAl, SYSTEM AGREEMENI SITE PREPAKATION AND ENVIRONHENI'AL SPECIFIC:Al'IONS Microcomputer systems require very little site preparation for most configurations. They are typically desktop models with no remodeling, special flooring or special air conditioning needs. Usually the)' can be unpacked, plugged in and run. The Central Processing Unit (CPU) needs only a single 120 VAC outlet. Printers, terminals and other peripheral equipment can be plugged into normal 120VAC wall outlets at their respective locations. At a Central Processing Unit location, it is advisable to have a clean, grounded line from the master electric power source. It is also recommended to install a power filtering device to ensure that power surges or spikes do not damage the equipment. Static electricity can cause periodic problems with electronic equipment and should be minimized or eliminated. Non-static carpet, anti-static pads, equipment grounding and/or anti-static spray can be used to control this. Communications (networks) between terminals, printers, and CPU workstations require cabling among the units. This is a shielded, low voltage cable that customers should plan for location and installation. range from 20% to 80%. environments. Pa~e Two Dated: Temperature and humidity needs to be within normal limits. 60' to 85' is no problem. Be sure to keep out of direct sunlight. Humidity can Systems should not be used in dusty or dirty This Sch(,d.]~, has effect only as part of thc GOVERNMI';NTAI. FINANCIAl. SYSTEM AC, REEMENT of ti,(' sam(' dar(. to which it is attached. CITY OF ASHLAND SCHEDULE E WORK TASKS GOVERNMENTAL FINANCIAL SYSTEM AGREEMENT The work tasks comprise of the specifications as outlined in Section IV.2 application software of Service Data Processing's Proposal attached hereto as Schedule C. The application software will be deemed accepted at the time the reports included for each module are accurately produced using the City of Ashland's data. Dated= //'/~'- ~ ) Initialed= This Schedule has effect only as part of the GOVERNMENTAL FINANCIAL SYSTEM AGREEMENT of the same date to which it is attached.