HomeMy WebLinkAboutRES.1141.01-22-1996 BILL NO. 96-43 RESOLUTION NO. � ? ''� �
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH ISMA, INC. FOR
COMPUTER EQUIPMENT, SOFTWARE LICENSE AND
SERVICE
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,
MISSOURI, AS FOLLOWS:
ARTICLE 1. The City Manager, for and on behalf of the City of
Cape Girardeau, Missouri, is hereby authorized to execute an
Agreement with ISMA, INC. for computer equipment, software license
and service. A copy of said Agreement is attached to this
Resolution and made a part hereof.
c.;;
PASSED AND ADOPTED THIS -� DAY OF � ' " ': 'c , 19 / (.1: .
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A. . Spradling, III, or
ATTEST:
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t i i r (
Gayle ;,� . Conrad
Deputy City Clerk
x EQUIPMENT SALES, SOFTWARE LICENSE & SERVICES AGREEMENT x
ISMA, INC. .
2103 Burlington * North Kansas City, MO 64116 * 816/842-6161
Bill To Ship To
City of Cape Girardeau Citv of Cape Girardeau Police Dept .
Address Address
401 Independence 40 South Spriciq Street
City, State, Zip City, State, Zip
Cape Girardeau MO 63701 Cape Girardeau, MO 63701
Phone Number Req Ship Date Phone Number ISMA Account Exec
314/334-7146 � � ( House
-----------------------------
ISMA, Inc . (hereinafter ISMA) agrees to sell the Equipment, license the
Software, and provide the Services listed on Pages 2 & 3 (the "Equipment"
"Licensed Software" and "Technical Support Services" ) and Customer agrees
to buy such Equipment and accepts the Licensed Software and Services on
the terms and conditions contained herein. This Agreement is subject to
acceptance by ISMA at its headquarters as evidenced by the return of a
signed copy of the Agreement to Customer. Customer authorizes ISMA to
deliver Equipment, Licensed Software, and Services as specified herein.
THIS CONTRACT SUPERSEDES THE PREVIOUS CONTRACT DATED OCTOBER 18, 1991
PERTAINING TO EQUIPMENT, SERVICES, AND BIS PUBLIC SAFETY SOFTWARE.
_______________
---------------------------------
SUMMARY OF CHARGES: REQUIRED PAYMENT WITH ORDER:
Equipment $ 30 , 997 . 00 Equipment 250 $ 7 , 749 . 25
Licensed Software $ 52 , 090 . 00 Licensed Software 25% $ 13 , 022 . 50
Technical Services $ 71, 060 . 00 Technical Services l00 $ 7 , 106 . 00
TOTAL $ 15 4 , 14 7 . o o TOTAL $ 2 7 , 8 7 7 . 7 5
. BALANCE DiTE UPON RECEIPT $12 6 , 2 6 9 . 2 5
CITY CAPE GIRARDEAU ISMA, INC.
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Title Date Title Da e
Page 1 of 9 v��<<�`�6
•:• EQUIPMENT ❖
Product Unit Extended
Qty Number Description Price Price
----- --------- --------------------------------- ----------- -----------
----- --------- --------------------------------- ----------- -----------
1 IBM RS/6000 Model C-20 Computer
System With:
+ 120MHz Power PC RISC Processor
+ 64MB Memory
+ 1MB L2 Cache
+ 3 . 5-Inch Diskette
+ CD-ROM
+ SCSI-2 Controller
+ 2 . 2GB SCSI-2 Disk
+ Async Cable and Interposer
+ Ethernet High-Performance Lan
+ Serial Port Conv Cable
+ 5GB 8MM Tape Drive
+ 128 Port Async Controller
+ 48 Serial Ports
+ Console
+ AIX Unlimited Users
+ UPS With Software
+ Support Modem 19 . 2 Baud
----- --------- ---------
TOTAL $ 3 0 , 9 9 7 . 0 0
❖ Plus Freight
•:• LICENSED SOFTWARE •:•
# of Product License Extended
Users Number Description Fee Price
BIS RMS+Plus Upgrade License
Less : 100% For License Paid
Less : Migration Cr 1991 Upgrade
4 CAD Open License
Less : 100o For License Paid
Less : Migration Cr 1991 Upgrade
E-911 Upgrade
Local Administration
26 Unidata RDBMS License
----- --------- ---------------------------
TOTAL $ 5 2 , 0 9 0 . o 0
Page 2 of 9 v�ll���
•:• TECHNICAL SUPPORT SERVICES ❖
Unit Extended
Qty Description Price Price
----- ------------------------------------------- ----------- -----------
----- ------------------------------------------- ----------- -----------
Description Of Technical Services
(Attachment A)
ISMA Support Rate is $90 Per Hour
ISMA Training Rate is $135 Per Hour
BIS Rate is $110 Per Hour
Systems Integration
Project Management (ISMA)
E-911 Enhancements Installation/Training
BIS Rate is $110 Per Hour
----- -------------------
TOTAL $ �i , 0 6 0 . o 0
•:• Plus Expenses, Travel Costs & Support Related Long Distance Charges.
•:• Travel Time Is Charged At 50% Of Normal Billable Rate.
❖ Expenses, Travel Costs, Travel Time, And Support Related Long Distance Charges
Are An Estimated $8,000.
Estimated project completion date and live operation June l, 1996 .
The $3 , 825 price for the Fantasia Software will be extended to the
City of Cape Girardeau for 1 year from live implementation date,
unless the manufacturer reprices the software .
OPTIONAL ATTACHMENTS
The Following Attachments Are Hereby Incorporated Into This Contract
o ATTACHMENT A - Description Of Technical Services
o ATTACHMENT B - BIS Non-Exclusive License Agreement
o ATTACHMENT C - BIS Software Maintenance Re-Licensing Agreement
o ATTACHMENT D - Unidata Software License Agreement
o ATTACHMENT E - Unidata Support And Update Agreement
Page 3 of 9 voii���
STANDARD TERMS AND CONDITIONS
In consideration of the covenants and terms contained herein the parties
hereto agree as follows :
I. EQUIPMENT
Eauipment - ISMA shall sell to Customer and Customer shall buy from ISMA
the Equipment listed on Page 2, and in subsequent orders acknowledged by
ISMA, on the terms and conditions contained herein. The Equipment is to
be maintained by the manufacturer or its representative in accordance
with its standard terms and conditions .
Title and Risk of Loss - Notwithstanding Customer' s purchase of insurance
or assumption of the risk of loss, the title to the Equipment and all
instruction manuals shall remain with ISMA until the purchase price has
been paid in full by Customer. Upon delivery of the Equipment, the
Customer shall assume the risk of loss and shall assume all
responsibility and liability for fire, theft and extended insurance
coverage . Delivery to Customer shall mean delivery to Customer' s
designated location anywhere in the United States .
Installation and Acceptance - Installation shall take place on the date,
first occurring, that (a) the Equipment manufacturer' s field personnel
determine, in accordance with manufacturer' s prescribed installation
procedures, that delivered Equipment is in good working order, or (b)
Equipment is delivered and Customer has failed to provide a suitable
working environment . In either of the foregoing events, the Equipment
delivered shall be deemed to have been accepted. The Customer agrees to
provide a suitable installation environment as specified in the
applicable manufacturer' s installation manual and furnish all labor
required for placing the Equipment in the desired location. Packaging
materials shall be the property of the Customer.
Warrantv - ISMA makes no warranties, express or implied, concerning the
Equipment . ISMA agrees to make available to Customer any warranty made
by the manufacturer of the components of the Equipment or of the
Equipment in full . Such warranty shall not extend to Equipment which has
been repaired or altered by other than the manufacturer or its authorized
service representatives .
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE . NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO
IMPOSE LIABILITY ON ISMA FOR ACTS OR OMISSIONS OF THE MANUFACTURER OF THE
EQUIPMENT.
Page 4 of 9 v�i i���b
II. LICENSED SOFTWARE:
Application Software, Systems Software, Utilities, and Database
Title, License . Terms and Conditions - Title and full ownership rights to
the Licensed Software remain with ISMA or the manufacturer. The term
Licensed Software refers to all the proprietary software products
marketed by ISMA, including, but not limited to, application, programming
language, and interface software, software modifications, regardless of
form, as well as associated logic diagrams, flow charts, specifications,
and procedure manuals . The Customer hereby agrees (1) that the Licensed
Software (and any copies) are the proprietary property, information and
trade secrets of ISMA, and are protected by civil and criminal law and
the law of copyright; (2) to protect and maintain the confidentiality
security for the Licensed Software and copies thereof; and (3) that it
will not sell, disclose, display, or otherwise make available the
Licensed Software or any part thereof, to any person other than Customer
or ISMA employees without prior consent from ISMA. If Customer shall
make any use, transfer, or disclosure of the Licensed Software in
violation of any of the terms and conditions of this Agreement, the
license granted under this Agreement shall, at the option of ISMA,
immediately terminate without demand or notice; and ISMA shall have the
right to immediate possession to all Licensed Software and related
materials supplied by ISMA with no compensation owing therefore by ISMA
to Customer. The Customer shall use the Licensed Software only in
connection with the operation of its business and shall not use the
Licensed Software except on or with the Equipment listed on Page 2 .
Customer shall not take any action that might adversely affect ISMA' s
proprietary rights or in any manner interfere with ISMA' s right to enter
into agreements with other prospective users for the use of the Licensed
Software . Customer shall affix or cause to be affixed such evidences of
proprietorship as ISMA may reasonably request . If the Customer shall
cease doing business, shall be declared bankrupt, shall suffer any
attachment or lien to remain on the Licensed Software for more than 30
days, the license granted by this Agreement terminates .
Within one month after the date of discontinuance of the license granted
herein, the Customer will furnish to ISMA a letter certifying that
through the Customer' s best efforts and to the best of the Customer' s
knowledge, the original and all copies of the Licensed Software material
received from ISMA or made in connection with such license have been
returned or destroyed. This requirement will apply to all copies in any
form including translations, whether partial or complete, or whether or
not modified or merged into other program materials as authorized herein.
Application Software - ISMA grants to Customer a non-transferable,
non-exclusive license on the terms and conditions provided in this
Agreement , to use the Licensed Software listed on Page 3 and in
subsequent orders for use only with the Equipment as shown on Page 2 .
The Customer agrees with respect to the Licensed Software to accept the
responsibility for its selection to achieve their intended results, its
installation, its use and the results obtained therefrom. Customer also
has responsibility for the selection and use and the results obtained
from any other software, programming, equipment or services used with the
Licensed Software .
Page S of 9 vol����f�
Should Customer desire to use the Application Software with a central
processing unit other than the CPU indicated on Page 2 , Customer shall be
required to pay a license transfer fee as follows :
(a) If the new central processing unit with which Customer
desires to use the Application Software is not purchased through
ISMA, Customer shall pay ISMA a license transfer fee equal to
the dollar amount of the then current software license fee
publicly announced as being charged by ISMA to its Customers to
license the Licensed Software on a central processing unit of
the size and type Customer proposes to use .
(b) If the new central processing unit with which Customer
desires to use the Application Software is purchased through
ISMA, Customer shall pay ISMA a license transfer fee equal to
900 of the dollar amount of the then current license fee
publicly announced as being charged by ISMA to its Customers to
license the Licensed Software on a central processing unit of
the size and type Customer proposes to use, less the dollar
amount of the license fee charged to Customer by ISMA for the
Licensed Software listed on Page 3 . The Customer must be
current on all payments of the Application Software Annual
License for any credit to be applicable .
Transfer of Utilities, Database, and Systems Software and the licensing
thereof is covered by the specific manufacturers license .
Installation and Acceptance - Licensed Software installation and Customer
acceptance shall take place on the date that the unmodified Licensed
Software is delivered to the Customer, physically loaded on the
Equipment, shown to be in working order and accepted by Customers '
execution of Customer Acceptance form. Such acceptance shall not be
unreasonably withheld.
Inj unctive Relief - In the event of a breach of this Agreement by
Customer, ISMA, after written notice to Customer of the breach, allowing
30 days to correct such breach, will be entitled to seek an injunction
restraining Customer from taking any action which may be prohibited
hereby and enjoining it to perform the acts required hereunder. Nothing
herein is to be construed as prohibiting ISMA from pursuing any other
remedies available for such breach or threatened breach, including the
recovery of damages and criminal prosecution.
Inspection - To assist ISMA in the protection of its proprietary rights,
licensee shall permit representatives of ISMA to inspect at reasonable
times any location where the Licensed Software is being used or kept .
Software Warrantv - The manufacturer' s warranty is void if any additions
or modifications are made unless such modifications and/or additions have
been performed by ISMA or the manufacturer.
Page 6 of 9 v�l 1����
THE FOREGOING EXPRESS WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ISMA DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL
OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY THE
CUSTOMER, OR WILL MEET THE CUSTOMER' S REQUIREMENTS . ISMA DOES NOT
WARRANT THAT THE CUSTOMER' S OPERATION OF LICENSED SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE .
Patents and Copyriqhts - ISMA represents and warrants that the Licensed
Software to be installed and licensed to Customer does not infringe on
any United States Patent or rights of any third party. ISMA agrees to
defend at its expense any action brought against Customer, based on a
claim that any Licensed Software used infringes a copyright in the United
States or a United States Patent, provided that the Customer notifies
ISMA promptly in writing and ISMA may fully participate in the defense
and/or agrees to any settlement of such claim. Should the Licensed
Software become, or in ISMA' s opinion be likely to become, the subject of
claim or infringement of a copyright or patent, ISMA may procure for the
Customer the right to continue using the Licensed Software or replace or
modify such Licensed Software to make it non-infringing. If neither of
the foregoing alternatives is reasonably available to ISMA, then ISMA
may, at its option, discontinue the license granted on the Licensed
Software upon one month' s written notice to the Customer. Upon ISMA' s
written notice of discontinuance to the Customer, warranties with respect
to the Licensed Software shall be void. Thereafter, ISMA shall have no
liability for any claim of copyright or patent infringement based upon
Customer ' s continued use of the Licensed Software . ISMA shall have no
liability for any claim of copyright or patent infringement based upon
Customer' s use of the Licensed Software in any manner for which it was
not intended or based on alterations, modifications or improvements
therein by Customer or from Customer' s inclusion or incorporation of the
Licensed Software with any software not furnished by ISMA.
III. TECIINICAL SUPPORT AND MAINTENANCE SERVICES
ISMA will provide Customer with associated support services as described
on Page 3 during normal business hours, plus expenses in accordance with
ISMA' s current policies beginning on the date of this Agreement . Support
services are provided at the charges specified on Page 1 and 3 . ISMA
reserves the right to review periodically and adjust associated support
service charges to reflect increased costs or changes in Customer' s
conditions . Associated support services provided under this Agreement
are in no way intended to expand or alter the warranties made by ISMA
herein or to limit any exclusion of warranties .
IV. GENERAL
Limitation of Liabilitv - Notwithstanding anything contained in this
Agreement to the contrary, Customer agrees that ISMA' s liability
hereunder for damages of any kind, whether direct or indirect and
regardless of the form of action or theory of liability, shall not exceed
Page 7 of 9 voi 1���
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the charges paid hereunder (i .e . purchase price for claims relating to
Equipment and license fees for claims relating to Licensed Software) . In
no event shall ISMA be liable for loss of profits or any direct or
indirect, special or incidental or consequential damages howsoever
incurred or designated, arising out of any claim, breach of warranty,
negligence or otherwise . No action, regardless of form, arising out of
the transaction under this Agreement may be brought by either party more
than one year after the cause of action has accrued, except for an action
arising out of the breach by Customer of the conditions contained in
"Title, License, Terms and Conditions . " The provisions of this Agreement
relating to the purchase of the Equipment on the one hand and the license
of the Licensed Software and Services are separate and independent and
are not intended to be "bundled" in determining the rights and
obligations of the parties hereto.
Delav - Any delay or failure by ISMA in the performance of ISMA' s
obligations under this Agreement shall be excused if such delay or
failure is caused by events or acts beyond the reasonable control of
ISMA, including but not limited to labor strikes or disputes and delays
of suppliers or transportation.
Credit Approval - Shipments, deliveries and services shall at all times
be subject to the approval of a credit review by ISMA. ISMA may at any
time decline to make any shipment or delivery or perform any work except
upon receipt of payment or security satisfactory to such review. In the
event Customer fails to make any payment when due, becomes insolvent or
ISMA deems the Equipment or Licensed Software to be in danger of loss or
abuse, ISMA may either declare the entire sum remaining unpaid hereunder
to be immediately due and payable and sue immediately for said amount or
avail itself of any remedy in effect now or at the time of default under
this Agreement, the Uniform Commercial Code or any other statute,
including removal of said Equipment and Licensed Software, all at
Customer' s expense, including reasonable attorney' s fees .
Miscellaneous - This Agreement is deemed by the parties to have been made
in Missouri and performed in Missouri . Each party submits itself to the
jurisdiction of the state of Missouri regarding any matter arising out of
the negotiation or implementation of this agreement . The parties
acknowledged are doing business in the state of Missouri . If any
provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the remainder of this Agreement shall not be affected
thereby. If any portion of this Agreement is held by a court of
competent jurisdiction to conflict with any federal, state or local law,
such portion or portions of this Agreement are hereby declared to be of
such force and effect as is permissible in such jurisdiction. Section
headings have been included in this Agreement merely for convenience or
reference . They are not to be considered part of, or to be used in
interpreting this Agreement . ISMA and Customer represent that the
execution and performance of the terms of this Agreement have been duly
authorized and that this Agreement is a valid and legally binding
obligation enforceable in accordance with its terms . Neither this
Agreement , nor any interest therein, shall be assigned by Customer
without prior written consent of ISMA. Any attempt to assign any of the
rights, duties or obligations without such consent is void. All notices
Page 8 of 9 voll�����
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required by this Agreement shall be in writing, addressed to the Customer
and ISMA respectively. The toleration or sufferance of a breach or
default under this Agreement shall not be construed to be a waiver of
such breach or default . This Agreement contains the entire Agreement
between the Customer and ISMA with respect to the subject matter of this
Agreement . All prior arrangement or understandings are superseded by
this Agreement . This Agreement may be modified or amended only in
writing signed by each of the parties . The terms and conditions of this
Agreement shall extend to and inure to the benefit of and be binding on
the respective successors and assigns of Customer and ISMA.
Payment - The purchase price for the Equipment and the license fee for
the Licensed Software shall be paid by the Customer to ISMA as provided
on Page 1 hereof . Fees for technical services will be invoiced as work
progresses and will be due upon receipt of invoice . Customer shall be
responsible for state and local, excise, sales, privilege, storage, use,
delivery, consumption or transportation taxes, however or whenever
levied, cost of transportation, cost of cables, supplies, or maintenance
costs and insurance . Equipment shall be shipped freight collect or
billed according to ISMA' s standard rates . Customer will pay a late
charge at 1 . 5% per month, but not to exceed the lawful maximum interest
rates, on the unpaid balance . The Required Payment with order may be
retained by ISMA as security. The down payment will be applied on a
pro-rated basis on each hardware, software or services invoice .
Security Interest - ISMA reserves a purchase money security interest in
each of the items of Equipment and the Licensed Software in the amount of
its purchase price or license fee, including any other amounts which may
be due to ISMA in connection with this Agreement . A copy of this
Agreement may be filed on ISMA' s behalf with appropriate state
authorities at any time after signature by the Customer as a financing
statement in order to perfect ISMA' s security interest . Such filing does
not constitute acceptance of this Agreement by ISMA. Customer agrees to
comply with any and all measures deemed necessary by ISMA to preserve
and/or perfect its security interest, and ISMA shall have the right to
enter Customer' s premises during normal business hours and peaceably
retake possession of the Equipment or Licensed Software . These interests
will be satisfied by payment in full . ISMA may require Customer to
assemble the Equipment or Licensed Software and make it available at any
reasonable place designated by ISMA in a notice sent to Customer.
Other Products and Services - In addition to the Equipment, Licensed
Software and Technical Services provided under this Agreement, ISMA
offers other products and services at separate charges under applicable
written ISMA agreements . ISMA and Customer agree that such products and
services cannot be the subject of an oral agreement . The Customer may
contract with ISMA for any such products or services available, but only
under the terms and conditions of a written agreement signed by Customer
and ISMA or a purchase order that references the terms and conditions of
this Agreement as applicable .
Page 9 of 9 voi i��x�
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BIS COMPUTER SOL UTIONS, INC. - NON-EXCL USIVE LICENSE AGREEMENT
License Agreement No.
Identification No.
NON—EXCLUSIVE LICENSE AGREEMENT
BIS Computer Solutions, Inc . ( "BIS" ) ; 2428 Foothill Boulevard;
La Crescenta, California 91214 , for good and valuable
consideration, hereby grants a non-exclusive license to :
CITY OF CAPE GIRARDEAU POLICE DEPARTMENT
(End User)
40 SOUTH SPRIGG STREET CAPE GIRARDEAU, MO 63701
(Address) (City, State, Zip Code)
to use certain software programs and related materials (herein
called "Programs" ) , for the following designated data processing
system (herein called "System" ) , subject to the terms and
conditions hereof (herein called "License" ) :
SYSTEM MODEL AND SERIAL NO. : IBM C-20
EQUIPMENT LOCATION: 40 SOUTH SPRIGG STREET
CAPE GIItARDEAU, MO 63701
Programs shall include user' s manuals and related documentation
for the software program identified below.
PACKAGE (S) N�E : RMS+PLUS
CAD/OPEN
E-911 INTERFACE
The parties hereto agree to the terms and conditions set forth
herein.
_ ..._
BIS COMPUTER SOLUTIONS, INC. ENSEE
�,
__.
'� � � �
By. � a B . ._—
. �'�_ ► �
T i t 1 e : � , ,�� !I'��L,tir,� � T�t'I�e : l�i C6�(z e 1 (� /�P i��F r, �.�� �`�C.v�l���'
Date : �, Date : /'-,',�.�,-`%�;,;
Page 1 of 5
� �3
BIS COMPUTER SOL UTIONS, INC. - NON-EXCL USIVE LICENSE AGREEMENT
TERMS AND CONDITIONS
LICENSE
Licensee acknowledges that it shall be deemed a licensee of BIS
Computer Solutions ( "BIS" ) and that it obtains hereby only a
non-exclusive license to use the Programs . Title and all
ownership and intellectual property right in the Programs licensed
under this License Agreement remain with BIS and do not pass to
Licensee . All data processed by the System shall be the property
of the Licensee . The Programs are agreed to be valuable
proprietary information and to contain trade secrets which BIS
Computer Solutions is authorized to license .
TERM OF LICENSE
The term of this License with respect to the Programs shall
commence upon the delivery and installation of the Programs and
shall remain in force perpetually so long as Licensee performs
herein as provided or until Licensee shall cease use of the
Programs or, with respect to any particular program identified in
any Schedule to the License Agreement, when Licensee shall cease
use of such program.
USE OF PROGRAMS
Programs may be used for, by or on behalf of the Licensee at the
facility or facilities and on the System set forth on the front of
this License Agreement . Violation of this usage of the Programs
shall, at the option of BIS, be a default of Licensee to this
entire License Agreement, thereby terminating the License .
NON-DISCLOSUR.E
Licensee shall take all reasonable steps necessary to ensure that
the Programs, or any portion thereof, on magnetic tape, disk, or
memory or in any other form, are not made available by the
Licensee of by any of its employees to any organizations or
individuals not licensed by this License Agreement to make use
thereof . In particular, Licensee recognizes the proprietary
nature of the Programs and agrees as follows .
A. To use the Programs solely at the place of installation
specified in this License Agreement;
B . To make no copies of or duplicate the Programs or any
component thereof by any means for any purpose whatsoever, except
as is required for archival or security storage purposes, without
prior written consent of BIS .
Page 2 of S
�� .1
BIS COMPUTER SOLUTIONS, INC. - NON-EXCLUSIVE LICENSE AGREEMENT
C. To instruct its employees having access to the Programs not to
copy or duplicate the Programs or make any disclosure with
reference thereto or any components thereof to any third party.
D. To effect normal security measures to safeguard the Programs
from theft or from access by persons other than its own employees
using the Programs for Licensee ' s own requirements .
E . To reproduce BIS ' copyright notice on all materials related
to or part of the Programs on which BIS displays such copyright
notice, including any copies made pursuant to this License
Agreement .
REMEDIES
Licensee agrees that because of the unique nature of the Programs,
irreparable harm will be caused by a breach by Licensee of its
obligations under this License Agreement, that monetary damages
will be inadequate to compensate for such harm and that injunctive
relief will be an appropriate remedy to enforce the provisions of
this License Agreement . Nonetheless, Licensee will pay for each
license utilized at the then prevailing rates .
"AS IS" BASIS; EXCLUSIVE OF WARR..ANTY
The Programs are licensed and delivered to Licensee on an "as is"
basis . THE PARTIES AGREE THAT THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY
EXCLUDED FROM THIS LICENSE AGREEMENT.
LIMITATION OF LIABILITY
In the event of any breach of this Agreement by BIS, BIS shall
have no liability for damages or indemnity in an amount exceeding
the charges paid by Licensee for the System. In no event,
regardless of the form of the action, whether in contract or in
tort including negligence, shall BIS be liable for incidental
damages, consequential damages or lost profits, notwithstanding
the fact that BIS may have been advised of the possibility of such
damages . BIS shall not be liable for any claim or demand against
Licensee by any other party.
BIS COMPUTER SOLUTIONS ' INDEMNITY
Licensee shall, to the full extent permitted by law, indemnify BIS
and hold BIS harmless against all damages, costs, charges,
expenses, actions, claims, and demands which may be sustained or
suffered or recovered or made against BIS by any third party
arising from or in any way connected with a breach of any term of
this License Agreement by Licensee .
Page 3 of 5
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BIS COMPUTER SOL UTIONS, INC. - NON-EXCL USIVE LICENSE AGREEMENT
LICENSEE'S DUTIES IN EVENT OF TERMINATION
Upon termination of the License herein granted arising from
Licensee ' s default, Licensee shall deliver to BIS all magnetic
tapes and materials furnished by BIS pertaining to the Program.
Within ten (10) days of request by BIS, Licensee shall certify in
writing to BIS that to the best of Licensee ' s knowledge, the
original and all copies, in whole or in part, of the Programs have
been returned to BIS .
LICENSEE'S DUTIES IN EVENT OF TERMINATION
Upon termination of the License herein granted arising from
Licensee ' s default, Licensee shall deliver to BIS all magnetic
tapes and materials furnished by BIS and pertaining to the
Programs . Within ten (10) days of request by BIS, Licensee shall
certify in writing to BIS that to the best of Licensee ' s
knowledge, the original and all copies, in whole or part, of the
Programs have been returned to BIS .
MISCELLANEOUS
A. Assictnment . Licensee ' s rights in and to the Programs, as a
result of this License, may not be assigned, sublicensed,
transferred voluntarily, by operation of law or otherwise, without
BIS ' prior written consent and the execution of a new License
Agreement .
B . Notices . Any notice to be delivered pursuant to this License
Agreement shall be deemed delivered upon service, if served
personally, or three (3) days after deposit in the United States
mail if mailed by first-class mail, postage prepaid, registered or
certified, and addressed to a party at the address set forth on
the first page of this License Agreement of at such other address
as shall be specified pursuant to notice duly given.
C. Enforcement . In the event that any provision of this License
Agreement is determined to be invalid or unenforceable, the
remainder of this License Agreement shall be valid and enforceable
to the maximum extent possible.
D. Exclusive Aareement; Modification. This License Agreement
constitutes the complete and exclusive statement of the agreement
of the parties relative to the subject matter hereof and
supersedes all oral or written proposals or understandings
concerning such subject matter. This License Agreement may be
modified only pursuant to a writing executed by both parties .
E. Actions . In the event any action is brought to enforce this
License Agreement, the prevailing party shall be entitled to
recover its costs of enforcement including, without limitation,
attorney' s fees and court costs .
Page 4 of S
� ��
BIS COMPUTER SOL UTIONS, INC. - NON-EXCL USIVE LICENSE AGREEMENT
F. Survivabilitv. The obligations set forth herein shall survive
any termination of this License Agreement .
G. Governing Law. This License Agreement shall be governed by
and enforced in accordance with California law as applied to
contracts entered into in California by California residents to be
performed entirely with the State of California.
Page5of5
. � L
BIS COMPUTER SOL UTIONS, INC. - NON-EXCL USIVE LICENSE AGREEMENT
BIS SOFTWARE MAINTENANCE RE-LICENSING AGREEMENT
BIS Computer Solutions, Inc . ( "BIS" ) herein provides to
CITY OF CAPE GIItARDEAU POLICE DEPARTMENT
( "C'I7STOMER")
a Software Maintenance Re-Licensing Agreement . Included in the
agreement are the following Software Products :
PRODUCT # PRODUCT
RMS+PLUS
CAD/OPEN
E-911 INTERFACE
ELIGIBILITY REQUIREMENTS
BIS Software Products listed herein must not have been modified by
anyone other than BIS without prior written permission from BIS .
TERMS AND CONDITIONS
The said Software Maintenance Re-Licensing Agreement will commence
at the annual rate of $11, 400 to be paid before the effective date
of the contract and will renew automatically. The total monthly
rate associated with each software application listed above is as
follows :
PRODUCT # PRODUCT MONTHLY AMOUNT
RMS+PLUS $ 350.00
CAD/OPEN $ 450.00
E-911 INTERFACE $ 150.00
TOTAL MONTHLY CHARGE $ 950.00
This agreement is for a minimum of twelve (12) consecutive months
from the effective date of July l, 1996 . After twelve (12)
consecutive months, said Software Maintenance Re-Licensing
Agreement may be negotiated as to both terms and pricing by
written notice to either party. Cancellation by either party must
be in writing and 30 days in advance of the expiration of the
agreement . If the customer is in default of payment obligations
herein and such default continues for ten (10) days following
receipt of written notice from BIS, then BIS may terminate this
agreement immediately in addition to any other remedies it may
have .
Page 1 of 2
w . ;
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BIS SOFTWARE MAINTENANCE RE-LICENSING AGREEMENT
DESCRIPTION OF SERVICES
A. Twenty-four (24) hours, seven (7) days per week software
support service thru telephone access to the BIS Customer Service
Center. BIS will respond to all requests for service within two
(2) hours of receiving the request .
B. Future Public Safety System product correction releases and
base system enhancements will be provided without any additional
license fees for products listed herein. There may be an
installation charge .
C. BIS will investigate and remedy program errors reported to the
Customer Service Center for products listed herein.
D. BIS will provide phone assistance for procedural questions and
system configuration advise .
E. BIS shall be reimbursed by the CUSTOMER for all expenses
related to maintenance requests, including but not limited to air
fare, meals, lodging, mileage, modem phone charges, etc .
Items NOT included in the said Agreement are :
* Modifications to BIS software,
* Diagnosis and corrections of hardware errors,
* Repairing BIS software modified by anyone other than BIS or BIS
authorized distributor,
* Diagnosis or correction of operating system software errors,
* Training and installation of software .
AUTHORIZATION OF SERVICES
CUSTOMER and BIS agree to comply with the terms and conditions of
the aforementioned agreement .
WARRANTY OF AUTHORITY
Each individual signing this agreement on behalf of any
corporation represents and warrants that he/she has the right,
power, legal capacity and authority to enter into and perform each
of the obligations specified under this agree�t and no further
approval or consent of any person, Board of Dir'ectors or entities
is necessary for them to enter into and perform each of the
obligations under this agreement .
__... N '�,
By. � ` ___'___-�-- � - ��_
�
BIS
�
Title : _ l.c� Title : Mi�hr�Fi -i 1tiLIIIEi,r(;r}�J �iCzni�c'�.��
�
Date : �, Date : �-.-�3 `�u-
Page2of2
1 � �
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�
�
U N I D A T A
UNIDATA� SOFTWARE LICENSE AGREEMENT �
AGREEMENT NUMBER '
In this Unidata Software License Agreement (the'Agreement� 'you' means the authqrized user, 'we'
or 'Unidata' means Unidata, Inc., and the 'Software' means the saftware product designated in
Exhibit A, and any additional software received from us, including upgrades of the Software or new
products. We appreciate S�our business and are committed to providing quality Software and
support.
This Agreement licenses you to use the Software under this Agreement. Software�is licensed, not
sold We do not transfer title to Software to you.
t. PERMITTED AND IMPERMISSABLE USES OF THE SOFNVARE.
l.i We authorize you to nse the Software's machine readable object code on the computer
system with the number of simultaneous users designated in Exhibit A �ou may use the
Software on a different computer system on an emergency backup basis.
I.2 You may make copies of the Saftware solely for backup and archival purpose. You agree
� to reproduce and include any copyrights, trademark notices, an�legends on these backup
copies, and maintain an aceurate record af the loeation of such copies at all times.
1.3 If yon change the computer system designated in Exhibit A,you agree ta notify us.
1.4 You agree ta comply with all export restrictions and regulations with` respect to the
Soft�vare that are imposed by the U.S. government or the government of the country to
which the Software is shipped.
1.5 You agree not to
• assign or grant sublicenses, leases, or other rights oz obligations to the;Software or the
Software documentation to others;
• mal.e or permit to be made any other copies of the Software binary o�lject code or the
Software documentation; and
• reverse assemble, decompile, reverse translate, or in any way derive from the Software
any source code.
• export the Softw•are or permit it to be exported to any country.
2. COPYRIGHTS, TRADEMARK NOTICES, LEGENDS AND LOG(�S. "
The Software and documentation, logos, product names, and other support materials are either
patented, copyrighted, trademarked, or othernise proprietary to us or our suppliers. You agree not
to remove any such notices and product identification. You agree to keep the Software in
con�idence and protect it with at least the eame degree of care w�ith which you protect your own
information.
3. TERM.
3.1 This Agreement is effective until terminated.
3.2 You may terminate this Agreement on written notice to us following the expiration or
termination of your obligations.
A Unidata I993 Soltware Lioonse Agreemeat-4 PaQe 1
.� . '• .i - • .- .
�
U N I D A T A
3.3 Either of us may terminate this Agreement if the other does not comply with any of its
terms, provided the one seeking to terminate gives the other written notice and
reasonable time to comply.
3.4 This Agreement will terminate immediately and without notice if you do not comply with
Section I.4.
3.b You agree to destroy all copies of the Software within sixty (60) da�s after license
termination. We may require you to certify that you have done so. You may retain a copy
for archive purposes.
4. UMITEQ WARRANTY.
The warranty period commences upon shipment to ;�ou of the Software, and continues for a period
of sixty(60) days.
41 We warrant that we have the right to license the Software.
4.2 We wanant that the soft�vare con£orms to its specifications. .
4.3 Misuse, accident, modification, improper maintenance by you, or failure caused by a
product for which �ve are not responsible may void the warranties. •
44 THESE WARRANTIES REPLACE ALL OTHER WARRANTIES, EXPRESS OR
2"MPLIED, INCL UDING THE IMPLIEA WARR.ANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICilLAR PURPOSE. WE DO NO�T WARRANP
UNINTERRUPTED OR ERROR FREE OPERATION OR THA?' THE SOFI'WARE
WILL MEET YO UR REQ UIREMENTS.
4.5 This warranty gives you specific legal rights. Some states do not allow the exclusion of
implied warranties. You may also have other rights which vary from state to state.
5. EXTENT OF REMEDIES.
b_1 If a third party claims the Software infringes a patent or copyright, A�e will defend you
against that claim at our expense and pap all costs, damages, and attorney's fees that a
court finaIly awards,provided that you:
• notify us, in writing by overnight delivery within seven ('� days of the claim;
• allow us full control of, and cooperate with us in, the defense; and
• permit us full authority in any settlement negotiations.
5.2 You agree to permit us to arrange for you to use the Software, or we may modify or
replace it to make it non infringing. If c��e determine that none of these alternatives is
commercially reasonable, you agree to return the Software to us on our request, in
exchange for a refund of your license fee. These Sections 5.1 and 5.2 state our entire
obligation to you regarding any claim of infringement.
5.3 We have no obligation regarding any claim based on your modification of the Software.
5.4 If you become entitled to recover damages from us, our entire liability, including the
collective liability of Unidata and our suppliers, and your exclusive remedies, regardless
of the basis for your claun, including negli�;ence or strict liability, will be:
• the payments referred to in Sections 5.1 and 5.2; or
• a refund of your license fee within sixty (60) days if the seal is unbroken on the media
package, and the package is returned; or
O linidata 1993 Software Licunso AQteement•4 Pa�e 2
_� � ��
_�
U N I D A T A
• the replacement of defective media that is returned within sixty (6� days of purcliase;
or
• termination of thie Agreement, and refund of your license fee� upon your return of all
copiea of the Software etnd Software documentation to ua or our authoriaed
representative, if we are unable to deliver replacement medis that is free of defects
found within sixty (6�days of shipment to you.
b.5 Under no circumstances are tve liable jor arcy oj the foltotuing, even tf tve haae
been ad�ised ojthepossibility ojsuch damages.•
• claims made by others against you�or Iosses or dacrr�a�ges;
• loss of, or daneage to,your records or data;or
• economic consequential damages (including lost projtts or lost savings) or
Incidental damages.
Sorne sEates do rsot allow limitatians or erclusior�o�liability for irscid.entat or consequential dam.u8es
ao t3us limitation may not a,ppiy to you
6. PRODUCT UPDATES.
We may advise you and Iicense your use of upgrades of the Software or new products, at the current �
prices for those upgrades ar products. If you acquired your license from a Unidata supplier, your
supplier may provide a support agreement for the Software or you may enroll for support with
Unidata.
7. MISCELLANEOUS.
7.1 Sections 2, 4, b and ? extend beyond this Agreement's terminati�on.and remain in effecE •• �
thereafter,and apply to our respective successors and assignees.
7.2 The]aws of the State af Colorado govern this Agreemen�
7.3 If either of us brings a legal action regarciing the subject matter of this Agreement, the
prevailing party will be entitled to recov$r reasonable attorneys' fees and expenaes in
addition to any other relie£
7.4 Certain of our suppliers may be third party beneficiaries of this Agreement and may
enforce it against you.
?.5 If anq provision in this Agreement is found invalid or unenforceable under law, the
remainder of this Agreement will continue in full force and effec�
7.6 This Agreement and its Exhibits are the complete agreement regarding this subject, and
replace any prior oral or written communications between us.
By signing bela e agree to be bound by this Agreemen�
U�$ CITY OF PE GIRARDEAU POLICE DEPARTMENT
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B � 2 ,� •ti; 1 <i, � ,� �'' c� / r;,'_ �U
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O Ucid�a 1993 3ohNar�Lians�A�r«meat•4 P���3
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U N I D A T A
EXHIBIT A
End User Information:
UserName: CITY OF CAPE 6IRARDEAU POLICE DEPARTMENT
Cantac�:
Address:
(location where�oftware is installe�
Phone:
Fa�c .
Unidata Serial Number:
�Tnidata Release Number:
Licensed Software: �
Number of Users Licensed�nder thie Agreemen� .
Hardware Model Number&Manufacturer.
Hardware CPU Serial Number.
Operating Syatem &Release Number:
O UaW�41�0.18otbv�Lanw A�rwawnt•4 Pap�
.� '' -�------
. �
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U N I O A T A
SUPPORT AND UPDATE AGREEMENT
1. PARTIES.
This Agreement is made between Unidata, Inc., a Colorado corporation {'Unirlata�, and the licensee
of Unidata softwaze products named below ('Licensee�.
2. SUPPORT SERVICES.
2.1 In consideration of Support Fees payable by Licensee, Unidata agrees to provide the
services ('Services� stated in this Agreement for software ('Licensed Software')
licensed under a Software License Agreement between the parties.. Authorized
locations and covered software are listed in A.ppendix A Unidata will provide
Services onty on Licensed Soft�vare and onty to those Iocations and on those
machines sgecified in licenses.
2.2 Unidata will furnish telephone support for problem resolution during normal
support hours as set forth in Appendix A or during extended support hours if
Licensee has contracted for extended suppart. Upon receipt of notice of an error or
defect, Unidata �vill use reasonable efforts to correct or circumvent the problem.
Any conections to Licensed Software will be to the most current generally available
release.
2.3 Upon receiving notice, Unidata will provide off-site telephone support, in the form of
consultations, assistance, and advice on the use and maintenance of the Software,
within four (4) hours after Licensee's request. Unidata will log and classify the
severity of the error or defect as set forth in Appendix B. Unidata will respond to a
request far service depending on the severity of the error, such determination being
made by Unidata:
2:4 Unidata may, from time to time, produce new releases of the Software with
corrections of errors and expanded or enhanced functionality. 1Vhile this Agreement
is in force, Unidata will provide Licensee with such releases on all licensed copies of
the Software, for a media and handling fee not to exceed$150 per copy.
2.5 Licensee understands that the Software performs functions sirnilar to other softwaze
products and that Unidata makes no warranty nor has it any service responsibility
to modify the Software to conform in a manner similar to other software products.
2.6 Services will be provided only for operation of the Software under the conditions and
in the environment for which it was designed as determined by Unidata. Unidata
�vill provide the Services for the Softwaze only on the release level current at the
time of service and the immeciiately preceding release level. , -
2.7 Licensee, upon detection of any error or defect in the Software, will if requested
submit such data which Unidata reasonably may require in order to reproduce
conditions similar to those present when the error or defect occurred or was
discovered.
2.8 Licensee agrees to permit Unidata acess to the Soft�vare consistent with Licensee's
standard security requirements, and to provide reasonable assistance and facilities
so as to expedite Unidata's performance of services.
O Unidata 19�J3 Support&C)pdate Agroement Pa¢e 1
• -•- --�
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U N I D A T A
�. CHARGES.
Licensee w11 pay, in advance, an annual fee equal to 15% of the current Unidata price list for all
So�,ware under license, or 51,000.00, whichever is greater. These charges will cover all Support
Servicea provided under this Agreement, and all chargea will be paid upon receipt of the invoice for
such Support Servicea. '
4. TERM.
Thie Agreement will commence on the date of acceptance by Unidata and continue through the first .
annual period. The expiration date of the Agreement will be extended, if ne�essary, to fall on the
end of the last day of the month during which the Agreement is acheduled to expire. The
Agreement will automaticallp renew for additional one year term unless either party gives sixty(6�
days written notice prior to the expiratioa date. Either party may Lerminate this Agreement at any
time if the other party fails or defaulta in the performance of any of its obliganons or under a
Lioense Agreement for Sohware Product, by giving written notice a�termination to the defaulting
party. This Agreement will terminate automatically upon termination or expiration of all Licenaes
for Software Products.
b. MISCELLANEOUS.
� 5.1 The laws of the State of Colorado govern this Agreemen�.
5.2 Lf any provision in this Agreement is found invalid or unenforceable under]aw, the
remainder of this Agreement will continue in full force and effec� .
5.3 This Agreement and its Exh�its are the complete agreement regazding this subject, �
and replace any prior oral or written communicationa between us. �
By signing below,n�e agree to be bound by this Agreemen�
----------�
USER CITY
_-�
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U N 1 O A T A
APPENDIX A
I. Sa�tware for which Services are to ba pravided:
2. Location of Seivices.The Maiatenance Se:vices to be performed by Unidata will be oonducted at
the following locations:
40 SOUTH SPRIGG STREET
CAPE GIRARDEAU, MO 63701
o vntd.a t�03 ettpyozt l�Updaa AR..a»ne P.�. 3
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U N I � A T A
APPENDIX B
Error Definitions All situations imply that the Licensed Software is being used in a correct manner
and in accordance with the specifications and documentation for the product and release number in
use at the time the error or defect occurs. Unidata responses and corrections of defects will be made
in accordance with the softwaze defect identification and severity level class�cation provisions set
forth in this Schedule. Licensee shaIl, at the time it ident�ea a defect, notify Unidata of its
classification of such defect, and Unidata shall respond as to whether it agrees to such classification.
Unidata shalI provide the response applicable to a particular severity Ievel anly if it agrees with
Licensee's classification; agreement will not be unreasonably withheld
Clasaification of[�ce Seaerity Level of Errors:
Levei 1: An error is of Level 1 severity when it produces an emergency situation in
which the Licensed Softwaze is unusable,or unable to perform necessary business functions, or fails
catastrophically in response to internal errors, user errors, or incorrect input files. No software
work around is available.
Leve12: An error is of Leve12 severity when it produces materially incorrect results;
produces a detrimental or serious situation in which performance (throughput and response) of the
Licensed Software degrades such that there is a severe impact on use; the I,icensed Software is
usable but incomplete; one or more commands or functions are inoperable; or the use of the
Licensed Software is otherwise significantly affected. A software work azound may be available but
causes dif�iculty in implementation.
Leve13: An error is of LeveI 3 severity when it produces an inconvenient situation in
which the Licensed Softwaze is usable but does not provide a function in the most convenient or
expeditious manner, A software work around is available.
Leve14: An error is of Level 4 severity when it produces a noticeable situation in
which the use or appearance of the Licensed Software is at�'ected in some way but not in such a way
as to inhibit or detract significantly from its operation. A software work around is available.
Response. Within the period of time specif'ied below as "Days to Accept," Unidata will:
1. Acknowledge receipt of the defect report;
2. Specify whether it has accepted Licensee's classification of the defect as being of
Level 1, 2, 3 or 4; and
3. Provide (i) a preliminary plan for how it will rectify the .problem, and (u� an
estimate of how long it wi21 take to rectify problem.
Licensee acknowledges that Level 1 or 2 problems may be arneliorated by a workaround or
temporary fix that has the ef�'ect of reducing the defect to Level 3 or 4, which provides Unidata a
longer period to resolve the defect. Unidata will use reasonable commercial ef�'orts to provide a
conection for a defect that is classified as Level I or Level 2 defect within the number of days
speci£ed below as "Days ta ResoIve" after the last Day to Accept. Should Unidata be unable to
conect a defect within the period, Unidata w�ill anange for the equivalent of one qualified employee
working on the defect for at Ieast eight hours of every working day.
O Unidata 1993 Support&Updxte AQreement Pa�o 4
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U N I D A T A
If Unidsta does not accept Licensee's classification of a defect, Unidata will, within the applicable
� "Daye to Accept," notify Licensee of the severity level and will resolve the defect (if any) within the
applicable number of "Days to Resolve" after the expiration of the applicable number of Days to
A�ccepL '
LeveI Usy.�ta Accent Davs to Resolve
1 1 2
2 1 4
3 3 10
4 5 45
O Unidata 1993 Support&Update AQreement PaQe 5
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