HomeMy WebLinkAboutRES.1364.04-20-1998 BILL N0. 98-82 RESOLUTION N0. ����
A RESOLUTION AUTHORIZING THE CITY I�NAGER TO
EXECUTE A CONTR.ACT WITH BIS COMPUTER
SOLUTIONS, INC.
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,
MISSOURI, AS FOLLOWS :
ARTICLE l . The City Manager, for and on behalf of the City of
Cape Girardeau, Missouri, is hereby authorized to execute a
Contract with BIS Computer Solutions, Inc. A copy of said Contract
is attached to this Resolution and made a part hereof.
PASSED AND ADOPTED THIS d�:;�` DAY OF , 19 j�
i
A. . Spradling, III, or
ATTEST :
,���y��� ."�� r'i / /� {.. /'
L.,i6
Gayl L. Conrad
Deputy City Clerk
� . .: ,. .. . :.: � . .... ... . . ..
_ BIS Computer Solutions, Inc. . . . �
CONTRACT
This Agreement is entered into by and between BIS Computer Solutions, Inc. a California Corporation,
hereinafter referred to as ("Seller") located at 2428 Foothill Boulevard, La Crescenta, California, and
City of Cape Girardeau, (hereinafter referred to as "Purchaser") located at 401 Independence, Cape
Girardeau, MO 63703. Purchaser agrees to buy, and Seller agrees to sell the computer systems(s) and
related software applications specifically referred to herein. The following documents attached hereto
reflect the terms and conditions of this Agreement between the parties and are intended to be and are
hereby made a part of this Agreement and each and every document and term and condition set forth
therein shall be fully a part of this Agreement as if specifically incorporated herein.
Schedule A - Application Software Deliverables & Costs
Schedule B - Public Safety Software Module Description(s)
Schedule C - Terms and Conditions - Computer System (Hardware)
(N/A— Omitted)
Schedule D - Terms and Conditions - Application Software
, Schedule E - .Terr�s and Conditions - General .
Schedule F - Software Maintenance Agreement
Schedule G - Initial Sublicense Agreement
Schedule H - Purchaser Agreement Form
IN WITNESS WHEREOF, the parties hereunto executed this Agreement as of this Zz�day of
i��r�1 , 1998.
.__—�
BIS COMPUTER SOLUTIONS, INC. C1TY O CAPE GIRARDEAU
_ " �,�' _
_--�
,
By: ,,,.,:,�y;
�
,
Title: Title: L `
' +-�l P 1 u�,c�P.�,�
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SCHEDULE A
BIS Unidata Software with GUI terminal emulation
Upgrade Records Management (RMS+open View) 16 user $ 14,500.00
(Per clie�at discussion expecting no modifrcations needed)
wIntegrate License ($199.00 per license) 28 user $ 5,572.00
(Includes Graphical query builder)
High-Edit (Unlimited User) $ 2,995.00
(L�tegrated Gf�ord Processor)
•'.• On-Site Technical Services
Training 20 hours $ 2,000.00
(For the Graphical Em�ironntent)
Upgrade System Load 24 hours $ 2,520.00
(In order to retrdy tl�e svsten� &aipgrade to RMS+open 1%rex)
Year 2000 compliant software upgrade � 7,000.00
Sub-Total $ 34,587.00
• � • Pr�ferred Customer Discount � $ -7,000.00
Total $ 27,587.00
i Option�l BIS apptication refresher training: 10-20 hours @ �100.00 per hour
("1'hrs rs highly suggested as it would give your lead people a refresher on BIS applrcatro�l soflware
On-Srte bv our staff, which ivould allow Cape Girardenu staff trarners to better train t/ae rest of the
sr�l.f) � .
➢ Optioiial BIS System Set-Up Services: @ $105.00 per hour
(Since tlle Ciry of Cape Girardeau l�as indicated tl�at they tivould undertnke the set-up a�7d
confrguring of tlae A�T Workstations, BIS N�ill supply t1�e necessary drskettes c� i��stallation
U9SlYUCI1011S.�
':' BIS�t�rl!chnrge the City of Cape Girarcleazr for actual expenses incurred for lodgrng,food, airfare,
groau7cl tra��sportntro��, ntileage and airporl parking. (BIS expec�s that one trrp i>>ilI accompJish thi,s.)
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SCHEDULE B
PUBLIC SAFETY SOFTWARE MODULE DESCRIPTIONS
Included in Schedule B here_z, under the title Public Safety Software Modules, are the
modules designated by an ".`•�" next to the appropriate module title.
_ 1. CO�'�'UTER AIDED DISPATCH SYSTEM (CAD/open)
x 2. RECC�RDS MANAGEMENT SYSTEM PLUS(RMS+openView)
Inclu:=�s unlimited High-Edit and 28 Wintegrate licenses.
_ 3. FIRE �ECORDS MANAGEMENT SYSTEM (FIRS)
_ 4. CORF�CTIONAL MANAGEMENT SYSTEM PLUS(CMS+)
_ S. WA�?.ANT APPREHENSION SERVICE PROCESS
SYS��M (WASP)
- CRIMINAL WARRANTS SYSTEM
- CIVIL PROCESS SYSTEM
_ 6. PAFZI�ING CITATION CONTROL SYSTEM
7. COL_.T TRACKING SI'STEM � � �
_ 8. PROE ATION MODULE FUNCTIONS NEEDED TO
ACCCtMPLISH CONTRACT MODIFICATION
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SCHEDULE D
TERMS AND CONDITIONS - APPLICATION SOFTWARE
1. System Identification - The Application Software to be installed is the
proprietary computer software applications (programs) of the Seller.
2. Software License - GRANT OF LICENSE: Seller grants to Purchaser a non-
exclusive license for Purchaser personnel to use Application Software during the
term of this Agreement only on Purchaser's computing system(s) specified in this
Agreement (hereinafter referred to as the "Computer[s]"), subject to the terms and
conditions of Schedule G. This license excludes use by any third parties and
specifically excludes use in conjunction with the sale of computing service to any
third parties. Upon expiration or termination of this Agreement, the Application
Software and all information and documentation of the Application Software
relating thereto in the custody or possession of Purchaser shall be returned to
Seller within thirty (30) days of said expiration or termination, and the Application
Software shall no longer be used by Purchaser.
DELIVERY: Seller will furnish the current version of the Application Software
within thirty (30) days of the EFFECTIVE DATE for installation on the
Computer(s), and one (1) complete set ofApplication Software documentation.
LIMITED USE AND PROPRIETARY RIGHTS OF SELLER: By accepting
this license, Purchaser receives only the right to use the materials specified herein;
but Purchaser does not become the owner of the materials. Purchaser�recogrlizes
that much, if not all of the information acquired by Purchaser is proprietary
information and may include materials that are protected by copyrights, patents,
trade secrets and trademark law. This information is confidential and has been
developed or acquired by Seller at great expense. Seller reserves all rights that it
may have be law in the proprietary nature of this information. Purchaser agrees to
keep said information confidential and to only utilize same in connection with its
own personal use of the Application Software. Purchaser agrees to use its best
efforts to protect the proprietary nature of information obtained in connection with
the use of the license and to prevent unauthorized reproduction, distribution,
disclosure, use or publication as set forth below.
OBSERVANCE OF SECRECY: Purchaser agrees to take reasonable care to
protect the proprietary nature of the Application Software provided to it by Seller
pursuant to this Agreement and will treat all information concerning said
Application Software, including Application Software tapes or other deliverable
media, as it treats its own proprietary programs of a similar character, requiring
maximum protection against unauthorized access or use.
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SCHEDULE D (Cont'd.)
APPLICATION SOFTWARE MODIFICATION BY PURCI3ASER: Seller
expressly prohibits Purchaser from in any way altering or modifying the
Application Softwar�without prior written permission or consent of Seller. In the
event Purchaser viol�.tes this provision, Seller shall have no further responsibility
for the performance of the Application Software; and Seller shall have no liability
for damages suffered by Purchaser or any third party as result of this conduct,
whether said damage�� are special, general, consequential or otherwise. Purchaser
further agrees to defe;nd, indemnify and hold Seller and its agents, employees,
successors, assigns a-.ld any other individual or entity associated with Seller
harmless from and a��:�inst any and all claims arising from or related to Purchaser's
alteration or modific�xion of the Application Software.
LIMITATION OF LIABILITY: In no event shall Seller be liable to Purchaser
for any loss of or inju:ry to earnings, profits, lost data or goodwill or for any
incidental,special or consequential damages suffered by Purchaser, caused directly
or indirectly by any b�-each of this Agreement or the provision of any products,
materials or services �ursuant to this Agreement, or any loss of use thereof, or for
any claim made agair_st Purchaser by any other party, even if Seller has been
advised of the possib�ity of such damages. No warranties of inerchantability or of
fitness for a particulz- purpose are given herein. Seller's total liability for any and
all claims by Purchas�r and/or claims that may arise as a result of the use of the
Application Software by Purchaser, which damages may affect a third party or
parties, shall be limitcd to the amount paid by Purchaser for the use of the license.
LIlV1ITED WARR.�'�1TY: Seller warrants the Application Software to be free
from defects for a period of ninety (90) days from the date of acceptance. Except
as herein specified, tr�� Application Software is provided "as is" without warranty
of any kind, whether �xpressed or implied, including but not limited to, any implied
warranties of inercha.-�tability and fitness for a particular purpose. All such
warranties are expres:;ly and specifically disclaimed.
3. Product Review - Se:iler will perform an in-depth product review to determine any
system program mod�ication that may be required to the Application Software to
meet the specific neec s of Purchaser. These modifications will be documented by
the Seller Project M�_.ager in a written Product Review Report that will be
presented to Purchas:��r for review and approval. Said Product Review Report shall
contain the number o=programming hours required for each requested program
modification.
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SCHEDULE D (Cont'd.)
4. Progress Meetings - Progress meetings will be held monthly for the purpose of
critically reviewing the complete installation status.
5. Duties and Responsibilities: Seller - Seller will assign a Project Manager to be
responsible for, but not be limited to:
a) Scheduling of all system review meetings and program acceptance testing.
b) Approval of all final designs of custom preprinted forms.
c) Consultation and approval of system site layout.
d) Assistance in preparation of forms and data conversion advice.
e) Any additional system coordination activity.
6. Duties and Responsibilities: Purchaser - Purchaser will assign a Department
employee as its Project Manager to be responsible for but not limited to:
a) Attendance at all system review meetings and program acceptance testing.
b) Scheduling and attendance of appropriate Purchaser personnel at system
review meetings.
c) Design of all custom preprinted forms.
d) Assist Seller in design of system site layout.
e) Provide personnel for the creation of necessary data files and tables for
software system acceptance testing.
� Create those data subsets necessary to accomplish program acceptance
testing and monitor those tests for accuracy.
g) Provide to Seller within twenty (20) days following the Product Review
any and all Purchaser management decisions that �vould rnaterially affect
the anticipated application software system(s). Seller will respond to such
notification within fourteen (14) days of receipt.
7. Form of Acceptance - Acceptance of Product Review Report document(s),
application software systems (programs) and final acceptance to be in writing on
Purchaser's or Seller's letterhead by purchaser's selected representative. In
addition, each and every page of the Product Review Report document(s) will
contain the initials of both the Purchaser's and the Seller's selected representatives.
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SCHEDULE D (Cont'd.)
8. Preliminary Program Acceptance Testing - To accurately gauge the correctness
of the application soft�.�are system(s) in relation to the Product Review Report, a
preliminary program ac•ceptance testing shall occur that consists of a substantial
subset of actual data, z� determined by Purchaser, and entered into a system
located at the Seller's c�r Purchaser's place of business by Purchaser's personnel.
9. Final Software Acceptance Testing - Upon delivery to Purchaser of the
equipment and applica-�on software system(s), Purchaser will, after each such
delivery, with the assis-:ance of Seller, convert data from its files and records so it
may be used in the sys-�m and for final on-site acceptance testing of the
performance capabilit�:�� of the software systems in relation to the Product Review
Report and their comp�::tibility with equipment on Purchaser's premises with an
acceptable subset of P��rchaser's data put into the system. If necessary, the keying
of such data will be pe=ormed by Purchaser's personnel.
The final acceptance te��ting will be conducted by purchaser's staff members. Any
errors or problems tha� are discovered will be transmitted in writing by the Project
Manager to the BIS P-oject Manager.
Final Acceptance of t�= system will be conveyed in writing to the BIS Project
Manager. This accept��ce will transpire within thirty days of the beginning of the
testing period.
If a problem is discove�ed which prevents the purchaser from going live
("catastrophic" probler�), the thirty day period will restart with correction of the
problem. Obviously, th�:.problems of a minor nature which d� not}eopardize the
operating come up at �.�y time and will be solved by BIS staff without extending
the acceptance period.
If the purchaser goes Ii��e with the system prior to written notification of final
acceptance, final accep�ance will be deemed to have been granted by the purchaser
and all payments relate�� to final acceptance will then be due.
The time required to cc�mplete the final acceptance testing will be dependent upon
the purchaser's staff ar�1 the amount of time they can devote to the process. In no
case should this requirc more than thirty consecutive days per application.
Problems identified du-_ng testing and conveyed to B1S will be addressed as
quickly and efficieiltl� ,�� possible.
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SCHEDULE D (Cont'd)
Milestones and Deliverables:
- The purchaser will test the product for final acceptance.
- BIS will correct identified problems covered in the original agreements.
- The purchaser will provide BIS with a letter of final acceptance upon
completion of their testing or going live with the system, whichever comes
first.
- Upon final acceptance, BIS will finalize applicable documentation.
10. Software Warranty - Any Seller written application software system(s) error(s)
that go undiscovered within the acceptance period and are discovered within
ninety (90) days of final acceptance will be corrected without charge to Purchaser.
In addition, Seller warrants that the software system being furnished hereunder is
accurate and reliable and when the software system accomplishes the results set
forth in the System Design Document between Seller and Purchaser, such
programming will be considered completed.
11. Method of Payment - The application software system(s) payment will be as
follows:
, See Schedule H . , , . .
12. Documentation - Documentation to be provided to Purchaser as an integral part
of this Agreement shall consist of, but not be limited to, the following:
USER'S GUIDE
13. Contract Amendments - All amendments to the terms of this Agreement shall be
in written form and approved by both parties prior to becoming effective.
14. Software Mainte�iance Co�ih�act - An annual software maintenance agreement
covering a normal work week for the proposed software being licensed will be
$865.00 per month, payable annually in advance as described in Schedule F.
The maintenance contracts will be sent to you prior to the end of the warranty
period. To accept the maintenance agreements, sign and return the completed
contracts at that time.
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SCHEDULE D (Cont'd)
15. General
1. This proposal supersedes all prior negotiations and understandings of any
kind with respect to the subject matter hereof and contains all of the terms
and provisions with respect to this subject matter. Except as herein
expressly set forth, there are no oral representations, understandings,
statements or stipulations of any kind or character made by any
representative of the seller which have not been incorporated herein.
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SCHEDULE E
TERMS AND CONDITIONS - GENERAL
1. Acknowledgment and Indemnification: Purchaser acknowledges and agrees
that the Application Software is designed to assist personnel in the performance of
their jobs. The Application Software PROVIDES ONLY ASSISTANCE AND
SHOULD NOT BE RELIED UPON AS THE SOLE SOURCE OF
INFORMATION. It is merely one of several means that should be utilized by
Purchaser and Purchaser is aware that the Application Software is not infallible
and may be interrupted upon occasion or a programming error may result in
certain down time or nonperformance. Thus, the Application Software should not
be utilized as the sole device for performing the function that the Purchaser
performs.
Purchaser agrees to defend, indemnify and hold Seller and all of its divisions,
affiliates, subsidiaries, officers, directors, employees, agents, successors and
assigns harmless of, from and against any and all claims, demands, debts,
obligations, liabilities, cost, expenses, rights of action, causes of action and
judgements of any kind or character whatsoever which arise as a result of the use
of the Application Software by Purchaser, all of which hereinafter are called the
"Claims". The Claims include, but are not limited to, any and all claims by third
parties, victims, or other individuals or entities against Purchaser and/or Seller
which claimant relied upon Purchaser, who in turn, relied upon the use and
operation of the Application Software.
2. Liquidated Damages: At Purchaser's request, Seller is providing Purchaser with
the "source code" for the Application Software. Purchaser acknowledges and.
agrees that this "source code" is proprietary to Seller, and is confidential and
amounts to a trade secret which is owned by Seller. Seller has invested great sums
of money in developing the "source code" as well as investing time and know-how.
It is extremely difficult or impracticable to determine what the damages would be
to Seller if the "source code" were disclosed to a third party and Seller's
proprietary rights in such "source code" otherwise violated. Purchaser is expressly
prohibited from disclosing this "source code" to any third party or parties.
3. Relationship: The relationship between the parties to this Agreement shall be that
of independent contractors. Nothing contained herein shall be interpreted or
construed as establishing an agency or employer/employee relationship between
the parties or between eitl�er party and the employees or representatives of the
other party.
4. Taxes: All sales, use or similar taxes levied on the sale, license or transfer of the
system are the responsibility of and shall be paid by Purchaser.
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SCHEDULE E (Cont'd.)
5. Force Majeure: Neither party shall be responsible for delays or failures due to
acts of God, strikes, lockouts, acts of war, acts of terrorist, epidemics, '
governmental regulations superimposed after the fact, fire, communication line
failure, power failure, earthquakes or other natural disasters.
6. Authority: Each party has full power and authority to enter into and perform this
Agreement, and the person signing this Agreement on behalf of each has been
properly authorized and empowered to enter into this Agreement. Each party
acknowledges it has read this Agreement, understands it and agrees to be bound by
it.
7. Entire Agreement: This Agreement shall be construed in accordance with and
governed by the laws of the State of California. This Agreement and included
Schedules herein supersedes all proposals and other prior communications relating
to the purchase and sale of the computer system and constitutes the full
understanding between Purchaser and Seller with respect to the computer system.
No representation or statement not contained in this Agreement shall be binding
upon Seller as a warrant�� or otherwise and no modification of this Agreement or
supplement hereto shall be binding unless in writing executed by an officer of
Seller and an officer of Purchaser. If any provision of this Agreement shall be held
to be invalid or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
8. General Provisions: Neither party shall have the right to assign its rights or
, obligations herein, exc�pt as. expressly provided in this Agreement or with the
written consent of the other party, unless a successor in interest by merger, by
operation of law, assignment, purchase, or otherwise, of the entire business of
either party, shall acquire all interest including obligations of such party hereunder.
Any prohibited assignment shall be null and void. All the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and permitted assigns of either party. If any provision hereof is
held to be unenforceable or contravenes the law of a particular jurisdiction, that
provision will be deemed deleted, but will not affect any other provision's validity.
The parties agree that every limitation of liability, disclaimer of warranties, or
exclusion of damages provision is intended to be severable and independent of any
other such provision and is to be enforced as such, and shall remain in effect even
if a remedy is held to ha��e failed of its essential purpose. This license may be
modified only by a subsequent written agreement signed by both Seller and
Purchaser. Purchaser's obligation with respect to protecting confidential,
proprietary information as herein described will survive the termination of this
license. If either party brings an action to enforce or interpret the terms of this
Agreement, the prevailin� party shall be entitled to recover all costs incurred,
including, but not limited to, reasonable attorney's fees in addition to such other
relief as may be deemed appropriate. This other relief includes the right to seek
injunctive relief.
This Agreement shall be Uoverned by the laws of the State of California and
becomes effective on the EFFECTIVE DATE.
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SCHEDULE F
SOFTWARE MAINTENANCE AND RE-LICENSING AGREEMENT
BIS COMPUTER SOLUTIONS, INC. (hereafter called "BIS") herein provides to
City of Cape Girardeau (hereafter called CUSTOMER), a monthly Software Maintenance
and Re-Licensing Agreement. Included in the agreement are the following:
PRODUCT
Upgrade RMS+openView
1. ELIGIBILITY REQUIREMENTS
BIS Software products listed herein must not have been modified by anyone other than
BIS without prior written permission from BIS.
2. TERMS AND CONDITIONS
The said Software Maintenance and Re-Licensing Agreement will commence at the
monthly rate of$865.00 to be paid annually at the rate of�10,380.00 before the effective
date and will renew automatically. The monthly rate associated with each software
application listed above is as follows:
PRODUCT MONTHLY
AMOUNT
RMS+openView $ 865.00
TOTAL ANNUAL CHARGE $10,380.00
This agreement is for a minimum of twelve (12) consecutive months from the effective
date of . After the first annual period, said Soflware Maintenance and
Re-Licensing Agreement may be negotiated as to both terms and pricing by written notice
to either party provided that the monthly cost will not exceed 1% ofthe list price currently
being charged for the RMS+openView software license. Cancellation by either party must
be in writing and 30 days in advance of the expiration of this agreement. Customer's
cancellation of this maintenance agreement will not effect customers right to continued use
of the software. 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.
3. DESCRIPTION OF SERVICES
A. Twenty four (24) hours, seven (7) days per week software support service through
telephone access to the BIS Customer Service Center. BIS will respond to all
requests for services within two (2) hours of receiving the request.
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SCHEDULE F (Cont'd.)
B. Future Public Safety System product correction releases 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 advice.
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 correction of Hardware errors
* Repairing BIS software modified by anyone other than BIS
* Diagnosis or correction of Operating System Software errors
* Training and installation of software
* Software errors caused by hardware failure
4. AUTHORIZATION OF SERVICES
City of Cape Girardeau and BIS COMPUTER SOLUTIONS, INC. agree to comply with
the terms and conditions of the aforementioned agreement.
5. 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 agreement and no further approval or
consent of any person, Board of Directors or entities is necessary for them to enter into
and perform each of the obligations under this agreement.
BIS COMPUTER SOLUTIONS, INC. CITY OF CAPE GIRARDEAU
BY: BY:
TITLE: TITLE:
DATE: DATE:
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SCHEDULE G
BIS COMPUTER SOLUTIONS, INC. - INITIAL SUBLICENSE AGREEMENT
License
Agreement No.
Identification No.
NON-EXCLUSIVE LICENSE AGREEMENT
BIS Computer Solutions, Inc. 2428 Foothill Boulevard, La Crescenta, CA 91214 (BIS),
for good and valuable consideration, hereby grants a non-exclusive license to: City of
Cape Girardeau.
ADDRESS: 401 Independence, Cape Girardeau, MO 63701
to use certain software programs and related materials (herein called "Programs"), for the
following designated data processing system (herein called "System") only on the
computer described herein, subject to the terms and conditions hereof(herein called
"License"):
System Model and Serial No.: IBM RS 6000, Model C-20
Equipment Location: 40 So. Spring Street �
Cape Girardeau MO 63701
Programs shall include user's manuals and related documentation for the software program
identified below.
Package Name: RMS+openView
The parties hereto agree to the terms and conditions set forth herein.
BIS COMPUTER SOLUTIONS: LICENSEE:
BY: BY
TITLE: TITLE:
DATE: DATE:
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SCHEDULE G (Cont'd.)
TERMS AND CONDITIONS:
LICENSE:
Licensee acknowledges that it shall be deemed a licensee of BIS Computer Solutions, Inc.
("BIS") and that it obtains hereby only a non-exclusive license to use the Programs. Title
and all ownership and intellectual property rights in the Programs licensed under this
License Agreement remain with BIS Computer Solutions and do not pass to Licensee. All
data processed by 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, Inc. 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:
Pro�rams may be used only 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 Computer Solutions, Inc. be a default of
Licensee to this entire License Agreement, thereby terminating the License.
Should Customer decide to use the Licensed Software with a central processing unit other
than the CPU indicated in Schedule H, 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
Licensed Software is purchased through BIS, Customer shall pay BIS a
licetlse transfer fee equal to 90% of the dollar amount of the then current
license fee publicly announced as being charged by BIS 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 BIS for the Licensed Software listed in Schedule
H. the Customer must be current on all payments of the Licensed Software
Annual License for any credit to be applicable.
(b) If the new central processing unit with which Customer desires to use the
Licensed Software is not purchased through BIS, Customer shall pay BIS a
license transfer fee equal to the dollar amount of the then current software
license fee publicly announced as being charged by BIS to its Customers to
license the Licensed Software on a central processing unit of the size and
type Customer proposes to use.
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SCHEDULE G (Cont'd.)
NONDISCLOSURE:
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 or by an 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 Computer Solutions.
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 Computer Solutions' copyright notice on all materials related to
or part of the Programs on which BIS Computer Solutions 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.
LIMITED WARRANTY:
Seller warrants the Application Software to be free from defects for a period of ninety
(90) days from the date of acceptance. Except as herein specified, the Application
Software is provided "as is" without warranty of any kind, whether expressed or implied,
including but not limited to, any implied warranties of inerchantability and fitness for a
particular purpose. All such warranties are expressly and specifically disclaimed.
LIMITATION OF LIABILITY:
In the eveilt of any breach of this Agreement by BIS Computer Solutioils, BIS Computer
Solutions 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
BIS Coptiright,All rights resen�ed d:1 contracts\capegirarda�u.doc Yage 16
SCHEDULE G(Cont'd.)
in contract or in tort including negligence, shall BIS Computer Solutions be liable for
incidental damages, consequential damages or lost profits, notwithstanding the fact that
BIS Computer Solutions may have been advised of the possibility of such damages. BIS
Computer Solutions 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 Computer Solutions and
hold BIS Computer Solutions harmless against all damages, costs, charges, expenses,
actions, claims and demands which may be sustained or suffered or recovered or made
against BIS Computer Solutions by any third party arising from or in any way connected
with a breach of any term of this License Agreement by Licensee.
LICENSEE'S DUTIES IN EVENT OF TERMINATION
Upon termination of the License herein granted arising from Licensee's default, Licensee
shall deliver to BIS Computer Solutions all magnetic tapes and materials furnished by BIS
Computer Solutions and pertaining to the Program. Within ten (10) days of request by
BIS Computer Solutions, Licensee shall certify in writing to BIS Computer Solutions 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 Computer Solutions.
MISCELLANEOUS
A. Assi n� ment. Licensee's rights in and to the Programs, as a result of this License,
may not be assigned, sut�licensed, transferred voluntarily, by,�peration of law or
otherwise, without BIS Computer Solutions' 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 or 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 A�reement; 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.
BIS Copyriglit,All rights rzszn�zd d:\contracts\capegirardeau.doc Paga 17
SCHEDULE G (CONT'D.1
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.
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 within the State of California.
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SCHEDULE H
PURCHASER AGREEMENT FORM
AGREEMENT:
THIS AGREEMENT is made and entered into this day of ,
1998, by and between City of Cape Girardeau, (hereinafter referred to as "Purchaser")
BIS Computer Solutions, Incorporated, a California corporation, doing business as
Business Information Systems (hereinafter referred to as "Seller").
RECITALS:
Purchaser has duly evaluated la�� enforcement systems which meet with the purchaser's
specific needs and for the purchase of one (1) Up�rade RMS+openView in accordance
with the specifications obtained by seller and incorporated herein by reference and made a
part hereof as though it were fully set forth herein.
Purchaser on accepted the proposal of Seller for the sale to Purchaser of
the license to use U��rade RI�SS+openView as set forth in Seller's proposal and
directed that a written contract be entered into with said Seller.
NOW THEREFORE, said parties do hereby agree as follows:
1. DESCRIPTION OF ITEM PURCHASED: Purchaser agrees to buy from Seller
and Seller agrees to sell to Purchaser the license to use the software as described in
Schedule A.
2. CONTRACT PRICE: Purchaser agrees to pay for the system described in
Schedule A, the total sum of$ 27.587.00 plus shipping and handling.
3. DELIVERY. Seller shall make delivery of said software on or before ninety (90)
days after execution of this contract.
4. PAYMENT. It is understood and agreed that payment by the Department of
Finance of the Purchaser will be made pursuant to the following schedule:
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SCHEDULE H (Cont'd.)
PAYMENT MILESTONES
A. Deposit upon issuance by Purchaser of its
Purchase Order to Seller (50% of total
contract price)............................. $ 13,793.50
B. Balance of Contract payable 30 days after
final acceptance of system.................. $ 13,793.50
TOTAL $ 27,587.00
5. WARRANTY. Said software is warranted by Seller to be free from defects in
material and workmanship under normal use and service, being limited to replacing
or repairing any parts thereof where such defects occur within ninety (90) days
after acceptance.
All such maintenance work required hereby shall be performed by seller .
6. Seller hereby warrants that it is an authorized distributor of IJNIDATA. Seller
hereby agrees that it has complete contractual responsibility for the software
system.
7. NONASSIGNMENT. This Agreement cannot be assigned, either in whole or in
part, by Seller without the written consent of Purchaser.
8. INDEMNIFICATION. Seller hereby agrees to and shall hold Purchaser, its
elective and appointive boards, officers, agents and employees harmless from any
liability for damages or claims for damage for personal injury, including death, as
well as from claims for property damage which may arise from Seller's negligent
acts, errors or omissions under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written by their respective officers duly authorized in their
behalf.
By:
Attest:
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