R-90-1405 - 1/25/1990COMPUTER
CONTRACT
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1 CONTRACT AND AGREEMENT enlnl 11 D n'\ 1I
THIS CONTRACT AND AGREEMENT, made and entered into this V �} 9 day of �'1C1T ,
' 1990, by and between INFOCEL, Inc. hereinafter called "INFOCEL ", a corporation
duly organized and existing under the laws of the state of Delaware having its
principal place of business at 4800 Six Forks Road, Raleigh, North Carolina
27609 and City of Round Rock, hereinafter called '!Customer ", a body politic
' and corporate under the laws of the State of Texas with its principal place of
business at the 221 East Main Street, Round Rock, Texas 78664.
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WHEREAS, INFOCEL is engaged in the business of selling computer systems,
installing the same and providing training for the operation thereof; and
WHEREAS, Customer desires to purchase such computer system; and
WHEREAS, INFOCEL has offered to sell and install the said computer
"' system at a place to be designated by Customer in accordance with the terms
and conditions of this Contract; and,
WHEREAS, the computer system consists of two separate integral
" components of (a) computer hardware with operating system software and (b)
application software; and
WHEREAS, Customer and INFOCEL wish to reduce to writing their agreement
"concerning the purchase price and licensing fees of said computer system and
the respective obligations of the parties.
NOW, THEREFORE, in consideration of the Customer's deposit and other
valuable considerations, the covenants and agreements hereinafter contained
and to be kept and performed by the respective parties hereto, it is agreed as
"follows:
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W I T N E S S E T H:
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' SECTION 1: Subject of Contract
I A. HARDWARE AND OPERATING SYSTEM SOFTWARE
Upon the terms and conditions set forth herein INFOCEL agrees to
sell and Customer agrees to buy the computer hardware and sublicense the
operating system software described in Exhibit A, "HARDWARE ", at the price set
t lforth therein, said Exhibit is incorporated herein by reference. Customer
further agrees to execute the operating system software sublicense agreement
I ncluded as Exhibit E, "OPERATING SYSTEM SUBLICENSE ". Customer may buy and
IIINFOCEL may sell additional computer hardware to be added to the computer
hardware outlined above at the then current INFOCEL prices in effect at the
, time of purchase.
B. APPLICATION SOFTWARE
Upon the terms and conditions set forth herein INFOCEL agrees to
'license to the Customer the application software described in Exhibit B,
"APPLICATION SOFTWARE ", at the price set forth therein, said Exhibit is
incorporated herein by reference. Additional application software may be
ma dded by INFOCEL to Exhibit B and installed by the Customer at an agreed upon
�pp rice between the Customer and INFOCEL at such a time as new application
software is developed and made available by INFOCEL.
I C. COMPUTER HARDWARE MAINTENANCE
Computer hardware maintenance will be provided by the
"manufacturer's field service organization or other designated field service
organizations elected by the Customer or as outlined in Exhibit C, "HARDWARE
' MAINTENANCE AGREEMENT ", said Exhibit is incorporated herein by reference.
D. RESPONSELINE TECHNICAL SUPPORT
INFOCEL supplied RESPONSELINE Technical Support is available to the
Customer as outlined in Exhibit D, "RESPONSELINE ", at the price set forth
therein, said Exhibit is incorporated herein by reference.
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E. DETAILED TRAINING PLAN
INFOCEL and the Customer shall develop a mutually agreeable training
I schedule, included as Exhibit G, prior to the_delivery and installation of the
hardware; said exhibit is incorporated herein by reference.
' F. ADDITIONAL SERVICES
INFOCEL will make available and Customer may buy additional services
in the form of project management, training, educational classes, file and
' data conversions, custom software system development, and operations support
based on the Customer's needs and INFOCEL personnel availability at INFOCEL's
then current prices.
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SECTION 2: Term of Contract
This Contract and Agreement is effective upon the date executed by
lithe parties and shall remain in effect until the respective obligations
"'described herein are met by both the Customer and INFOCEL.
SECTION 3: Payment
A. PURCHASE PRICE
The purchase price of the computer hardware is specified in Exhibit
A. The application software is licensed to the Customer for a one -time
license fee which is specified in Exhibit B under Initial License Fee, and an
' annual re- licensing fee which is specified in Exhibit B under Annual
Re- license Fee. The above prices and fees are exclusive of all appropriate
taxes, transportation, insurance and Customer authorized special handling
'charges.
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B. METHOD OF PAYMENT
The hardware purchase price and software license price shall be paid
li by the Customer to INFOCEL as follows:
1) Five percent (5%) of the hardware and, ten percent (10%) of the
application software contract amount to accompany this Agreement
as a deposit.
2) Eighty percent (80%) of the Hardware plus appropriate taxes,
transportation, insurance and special handling charges are to be
paid at time of Customer acceptance (as defined in the Section
4F entitled HARDWARE ACCEPTANCE). The remaining fifteen percent
(15%) is to be paid thirty (30) days thereafter.
3) All application software scheduled to be installed within twelve
(12) months after delivery of the computer hardware will require
a 10% deposit. The remaining 90% of the software license price
is due and payable after the application software module is
certified and accepted by the Customer as defined in Section
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C. REIMBURSEMENT OF EXPENSES
Customer agrees to reimburse INFOCEL for all reasonable travel,
iving, and out of pocket expenses incurred by INFOCEL personnel in
If with the planning, installation and support of the computer system
and the training of Customer personnel up to a maximum of $15,000 for the
scheduled application software specified in Exhibit B. The Customer agrees to
I ay all miscellaneous charges, incurred by INFOCEL on behalf of the Customer
nd billed by INFOCEL to the Customer, no later than thirty (30) days after
INFOCEL's invoice date.
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4G, APPLICATION SOFTWARE ACCEPTANCE. In no instance shall the
date of the final payment for a software module exceed ninety
(90) days from the date of installation except where the
Customer has given written notice to INFOCEL of a failure of the
application software to conform to its written specifications.
4) The initial payment of the application software re- licensing fee
is due on the re- license date which is ninety (90) days from the
date that Customer certifies that the application software has
been installed and Customer's personnel trained in its use.
Subsequent annual application software re- licensing fees are due
and payable on each and every anniversary of that re- license
date. INFOCEL shall have the right, however, to revise the
re- license fee applicable to any renewable term by providing the
Customer sixty (60) days prior written notice of its intention
so to do. Any increase in the application software re- license
fee shall be limited to the lesser of ten (10) percent or the
cumulative difference between the current consumer price index
and the consumer price index at the date of this Contract.
D. TITLE
Title shall pass to the Customer for computer hardware upon receipt
of the entire purchase price consideration for computer hardware as set forth
in the section entitled PURCHASE PRICE.
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E. SECURITY INTEREST
As set forth hereinabove title for computer hardware shall not pass
I to Customer until full payment for computer hardware is made to INFOCEL and
therefore, INFOCEL reserves a Purchase Money Security Interest in each item of
' computer hardware set forth in Exhibit A in the amount of the purchase price.
These interests will be satisfied by payment in full to INFOCEL. A copy of
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'this Agreement may be filed with the appropriate authorities at any time after
signature by Customer as a financing statement in order to perfect INFOCEL's
Security Interest and /or INFOCEL may request Customer and Customer agrees to
' comply with, any and all other measures deemed necessary by INFOCEL to
preserve and /or perfect its Security Interest. When full computer hardware
purchase price has been remitted, INFOCEL shall furnish Customer with a
alidly executed uniform commercial code terminating statement with respect to
all financing statements previously filed by INFOCEL regarding all computer
hardware subject to this Agreement.
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F. PRICE GUARANTEE
Initial software license fees are guaranteed as long as the
installation of the software modules are made within twelve (12) months of the
execution date of this Agreement. Customer support and software re- license
fees are guaranteed for twelve (12) months from the date of operating system
'software installation.
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SECTION 4: Delivery and Acceptance
A. OPERATING ENVIRONMENT
The Customer hereby assumes the full responsibility for compliance
,with the installation guidelines and requirements provided by INFOCEL and as
shown in INFOCEL's manufacturer's computer hardware installation manual, and
' for the overall effectiveness and efficiency of the operating environment in
which the equipment is to function; as well as the full responsibility for
cooperation of the Customer's personnel.
B. COMPUTER HARDWARE DELIVERY
INFOCEL shall deliver the computer hardware as promptly as is
'p reasonably possible in conjunction with INFOCEL's manufacturer's current
roduction schedule (normally 90 -120 days), but INFOCEL shall not be held
liable for delay in delivery, installation, or service. In the event the
, hardware is not delivered within 120 days of the date hereof, the Customer has
the option of terminating this Agreement and receiving a refund of the deposit
paid.
C. SHIPMENT
Computer hardware shipments to the Customer's installation site
' shall be made by INFOCEL in an acceptable mode of transportation to provide
utmost protection of the equipment; INFOCEL shall prepay all charges therefor
and will invoice same to Customer for reimbursement. Customer agrees to
' reimburse INFOCEL for all computer hardware transportation, insurance and
Customer authorized special handling charges. Customer shall pay all rigging
and drayage costs incurred at the Customer's location.
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E. COMPUTER HARDWARE MAINTENANCE
Customer agrees to execute INFOCEL's Manufacturer's Computer
Hardware Maintenance Agreement which is similar to the blank maintenance
agreement included as Exhibit C.
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I F. HARDWARE ACCEPTANCE
INFOCEL shall have the computer hardware, Exhibit A, and operating
system software installed at Customer's site as soon as it is delivered and
1 Customer has made proper operating environment available. At that time
INFOCEL or INFOCEL's manufacturer shall certify in writing to Customer that
the computer hardware and operating system software is ready for use.
' Customer agrees to accept and pay for computer hardware as soon as it performs
as follows:
1) The performance period shall commence when the first application
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software module is installed and training begins, or such later
date as shall be mutually agreed upon in writing between the
parties, at which time operational control becomes the
1 responsibility of the Customer.
2) During a thirty (30) consecutive calendar day period following
I commencement of the performance period, Customer shall operate
the system in accordance with its normal operating practices. It
shall determine during this period if the system operating
characteristics have net an average of effectiveness of ninety
I percent (90 %) or more. The average effective level is a percent
determined by dividing the total operational use time by the
total operational use time plus associated down time, exclusive
I of down time related to power failures. Customer agrees to
notify Infocel immediately in writing if the computer hardware
fails to meat the required effectiveness level or does not
operate in accordance with the computer hardware and operating
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system software specifications. It is not required for one
thirty (30) day period to expire in order for another period to
begin.
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D. RISK OF LOSS
Risk of loss for computer hardware will pass to Customer when
Ihe computer hardware is received at the Customer's designated location. If
Customer elects to furnish its own common carrier, the risk of loss will pass
Mt o Customer when Customer's elected common carrier takes possession of
computer hardware.
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3) If the computer hardware and operating system software operates
at an average level of effectiveness of ninety percent (90 %) or
more during the performance period, it shall be deemed to have
net Customer's standard of performance and shall constitute a
successful performance period. The computer hardware and
operating system software shall operate in reasonable conformance
with the hardware manufacturer's published specifications
applicable to such equipment on the date of this Agreement.
4) In the event that the operating performance of the system fails
to meet established specifications within ninety (90) consecutive
days, from date of certification, INFOCEL shall:
a) Modify or adjust equipment and operating system software to
meet the necessary specifications at INFOCEL's expense and,
b) Replace or add components as may be necessary to make the
system meet the specification at INFOCEL's expense, or
c) At the option of the Customer reduce the price by an amount
to be mutually agreed; if no reduction can be agreed to
within ten business days after Customer requests a price
reduction INFOCEL shall perform under a) or b).
5) After any adjustment, modification, repair or replacement, the
performance period will commence again upon written notice of
completion of said adjustment, modification, repair or
replacement and, if the system still fails to meet the
established acceptance characteristics within ninety (90) days,
Customer shall have the right to cancel this Contract.
6) During the successful performance period, all rerun time
resulting from equipment failure and preventive maintenance time
shall be excluded from the performance period hours. Equipment
failure down time shall be measured by those intervals during the
performance period between the time that INFOCEL's hardware
manufacturer is notified of equipment failure as logged by
Customer and the time that equipment is returned to Customer in
operating condition exclusive of actual travel time required by
maintenance personnel, not to exceed four hours per day on which
such service was requested.
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Application software modules as specified in Exhibit B will be
installed on the computer hardware within a reasonable period of time after
the computer hardware has been certified operational. Those application
software modules will be scheduled for training on a timetable agreeable to
both the Customer and INFOCEL and accepted by the Customer when the Customer
personnel are trained on that application and the application performs in
reasonable conformance with INFOCEL's specifications. The customer will
notify INFOCEL in writing upon acceptance of each application. If customer
'fails to give written notice of acceptance or non - acceptance to INFOCEL within
forty -five (45) calendar days after application software training
(certification date), the application software module will be deemed accepted
I by the Customer.
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"Licensed Version" means the version (release) of the application
'software licensed to the Customer under this Contract and Agreement, such
versions) being particularly identified in Exhibit B.
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"Current Version" means the Licensed Version of the application
" software or if one or more new versions have been delivered to the Customer
under a product release, the last version so delivered.
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7) Immediately upon successful completion of the performance period,
Customer shall notify INFOCEL in writing that computer hardware
has been accepted.
8) In the event that Customer authorizes shipment of the computer
hardware but is unable to install the computer hardware due to an
uncompleted or unprepared computer site, Customer agrees to
accept and pay for computer hardware without waiver of INFOCEL's
guarantees or warranties.
G. APPLICATION SOFTWARE ACCEPTANCE
SECTION 5: Application Software Re- license
A. LICENSED VERSION
B. CURRENT VERSION
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C. DEFECT
"Defect" means a failure of the Current Version of the application
software to reasonably conform with the requirements of its systems
documentation, excluding any failure attributable to the computer, Customer
software, inadequate input data, software supplied by others, customized code
c odifications or causes beyond the control of INFOCEL.
D. SERVICES TO BE PERFORMED
1 INFOCEL will from time to time as appropriate prepare and furnish to
the Customer the following:
1) Engineering Newsletters, being reports which describe in
narrative form both functional and technical changes in the
Current Version.
2) Engineering Bulletins, being brief reports describing in a
preliminary way problems or Defects in the Current Version.
3) Product Releases, being reports and documentation providing
1 functional and /or technical modifications of or enhancements to
the Current version. A tape in machine readable form containing
new or modified programs and procedures will be furnished with
each Product Release.
1 4) Product Updates, being reports containing recommendations for
the correction of problems or Defects in the Current Version.
1 INFOCEL will provide these Product Updates in machine readable
form (magnetic tape, cassette, etc.); or in the form of a
"transmittal" when tabular data is being maintained; or in the
form of a computer generated listing showing the recommended
product modifications. The choice of the distribution media
will be made based on volume of change and at the sole
discretion of INFOCEL.
1 INFOCEL will provide the services called for in Section 5D above for
any existing version of application software for a period of three
1 (3) months after such version has been superseded through the
release of a new Current Version.
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E. RE- LICENSE RIGHT
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INFOCEL hereby grants Customer the right to use licensed
application software only as long as Customer is current in its payment to
INFOCEL of the appropriate annual re- license fees. Such re- license fees are
1 specified in Exhibit B.
' F. TERM OF RE- LICENSE
Each application software module re- license term shall commence
upon expiration of the warranty period. The term shall extend for an initial
I term of twelve (12) months and then automatically extend for renewal terms of
twelve (12) months each.
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The Customer shall report in writing to INFOCEL's Customer Support
1 all failures which, in its opinion, may constitute a Defect. Such failures
when deemed to be critical may be reported by telephone but such telephonic
report shall be followed promptly by a written report. The Customer shall
1 also furnish in connection with such reports, such supporting data as INFOCEL
may reasonably request.
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G. REPORTING OF FAILURES
H. IMPLEMENTATION OF CHANGES
1) The Customer shall be responsible for implementing at its
expense, all changes to the Current Version furnished by
INFOCEL hereunder.
2) The Customer understands that changes to the Current Version
furnished by INFOCEL hereunder will be designed for
implementation in the Current Version as it exists without
customization. The Customer acknowledges that it will be
responsible in the event that the Current Version is customized
for preserving in machine readable form a copy of the Current
Version as it existed prior to such customization. The
Customer also understands that its failure to implement all
changes to a Current Version furnished from time to time by
INFOCEL hereunder may render it difficult or impossible to
implement changes subsequently furnished.
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INFOCEL shall have no obligation hereunder to furnish to the
I Customer any new application software which it may in its discretion announce
from time to time. The Customer understands that new application software
may include a system developed by re- writing the Licensed Version or the
I Current Version to incorporate such major changes as different data base
management systems, different systems software, different programming
languages or the capacity to operate on incompatible computer hardware.
Enhancements and modifications to the Licensed Version that are provided to
' INFOCEL's other Customers will be provided to the Customer.
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I. NEW INFOCEL APPLICATION SYSTEMS
SECTION 6: Proprietary Software
A. APPLICATION SOFTWARE LICENSE
Customer acknowledges that it is licensing the application software
I outlined in Exhibit B from INFOCEL and that ownership of that application
• software resides with INFOCEL. Customer agrees that INFOCEL's application
software outlined in Exhibit B is proprietary to INFOCEL and was developed by
' INFOCEL at great expense. Customer agrees not to sell, give, or otherwise
make available that application software to any other party without the
express written permission of INFOCEL. The application software herein
furnished is licensed for the sole use by the Customer only on the equipment
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specified in Exhibit A and may not be used by any other entity other than the
Customer and may not be transferred to any other computer equipment without
prior written agreement from INFOCEL.
B. PROPRIETARY RIGHTS
' Customer acknowledges that the application software is INFOCEL's
trade secret and is subject to the proprietary rights of INFOCEL, and that
Customer shall have no right, title, or interest therein, except as expressly
I set forth in this Agreement. Customer shall provide access to INFOCEL to
inspect all copies of application software which are in Customer's
possession.
C. ACKNOWLEDGEMENT OF NO ENHANCEMENT RIGHTS
Customer acknowledges that any enhancements or modifications to
application software developed by Customer with or without the advice or
' support of INFOCEL, or by INFOCEL for the Customer, whether or not reimbursed
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' by Customer and whether or not developed in conjunction with Customer's
employees or agents, shall be the exclusive property of INFOCEL. INFOCEL
I will not sell or license Customer developed or enhanced application software
without prior written approval from the Customer, however, INFOCEL can
license functionally equivalent application software developed by INFOCEL.
Customer further agrees that enhanced or modified versions of application
' software do not constitute application software different from application
software licensed herein, and as such, shall fall under the terms and
conditions of this Agreement.
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Customer will protect the confidential nature of INFOCEL's
' application software by establishing written procedures with respect to
Customer's employees who are permitted access to application software to
prevent the application software from being acquired by unauthorized persons.
1 The procedures established shall be at least as stringent as those in use by
Customer with respect to its most confidential information. Customer will
promptly notify INFOCEL of any unauthorized person(s) having access to
I application software.
E. CONFIDENTIALITY OF APPLICATION SOFTWARE
I Customer acknowledges that application software contains
proprietary and confidential information. Customer will not lend, sell,
lease or otherwise dispose of application software without the prior written
I approval of INFOCEL. Customer will not disclose or show application
software, source code, or systems documentation to anyone for any purpose
without the prior written approval of INFOCEL.
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A. HARDWARE WARRANTY
1 INFOCEL warrants that the equipment listed in Exhibit A is free and
clear from any and all liens and encumbrances not set out herein. INFOCEL
I also warrants the equipment to be free from defects in materials and
workmanship and that the equipment is in reasonable conformance with
INFOCEL's proposal dated September 26, 1989 and with INFOCEL's correspondence
dated December 22, 1989 through February 8, 1990 attached hereto in Exhibit
I H. The hardware manufacturer's maintenance agreement, Exhibit C, when signed
by the Customer and accepted by manufacturer is effective upon certification
for use by manufacturer. Hardware maintenance charges begin upon
' certification for use by manufacturer. Items not maintained by manufacturer
are the responsibility of the Customer. This warranty shall be limited
solely to correcting such defects or failures provided within the maintenance
agreement. INFOCEL may, at its option, repair or replace the defective
I equipment. Customer agrees to notify INFOCEL promptly of any noted defect or
failure. This warranty shall be further conditioned upon Customer's proper
use, management, and supervision of the equipment.
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D. SECURITY OF APPLICATION SOFTWARE
SECTION 7: INFOCEL Warranties
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THE ABOVE WARRANTIES FOR HARDWARE ARE IN LIEU OF ALL OTHER
' WARRANTIES, EXPRESSED OR IMPLIED, ARISING OUT OF OR IN CONNECTION WITH ANY
SYSTEM, OR THE USE OR PERFORMANCE THEREOF. INFOCEL MAKES NO WARRANTY AS TO
THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF SAID HARDWARE.
1 INFOCEL WILL NOT BE LIABLE FOR LOSS OF PROFITS OR OTHER ECONOMIC LOSS,
INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY
CLAIMED BREACH OF OBLIGATIONS. INFOCEL WILL NOT BE LIABLE FOR PERSONAL
INJURY OR PROPERTY DAMAGE EXCEPT THAT CAUSED BY ITS NEGLIGENCE.
B. APPLICATION SOFTWARE WARRANTY
1 INFOCEL's standard release application software is warranted to be
free from Defects by INFOCEL for a period of ninety (90) days from the
I software certification date, providing Customer makes no changes to the
standard application software. Correction of Defects is a service provided
by the application software re- license program after expiration of the
warranty. INFOCEL further warrants that the application software is in
I reasonable conformance with INFOCEL's proposal dated September 26, 1989 and
with INFOCEL's correspondence dated December 22, 1989 through February 8,
1990 attached hereto in Exhibit H. Furthermore, INFOCEL warrants the
II application software will conform with state and federal statutory reporting
requirements. In the event a Defect is caused by a revision made by other
than INFOCEL personnel, INFOCEL will correct the program on a time and
material basis, plus expenses of travel and lodging to the computer site, if
required.
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C. PATENT INDEMNITY
INFOCEL will defend at its own expense, any action brought against
' the Customer to the extent that it is based on a claim that the machines and
software supplied by INFOCEL infringe a United States patent, and INFOCEL
will pay any costs which are attributable to any such claim, but such defense
and payment are conditioned upon the following:
1) INFOCEL shall be notified promptly in writing by the Customer of
any notice of such claim; and
2) That INFOCEL shall have sole control of the defense of any
action on such claim and in all negotiation for its settlement
or compromise; and
3) Should the machine become or in INFOCEL's opinion be likely to
become, the subject of a claim of infringement of a United
States patent, that the Customer shall permit INFOCEL, at its
option and expense, either to procure for the Customer the right
to continue using the machines, to replace or modify the same so
that they become non - infringing, or to discontinue the machines
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and accept their return. If the machines are purchased,
INFOCEL will grant the Customer a cash refund for such machines
as depreciated. The depreciation shall be an equal amount per
year over a five year life. INFOCEL shall have no liability to
the Customer under any provision of this clause with respect to
any claim of patent infringement which is based upon the
combination of the machines furnished hereunder with machines or
devices not provided by INFOCEL. The foregoing states the
entire liability of INFOCEL with respect to infringement of
patents by the machines or any parts thereof.
D. DAMAGES
INFOCEL believes that the software furnished hereunder is accurate
and reliable and reasonably meets the specifications of its system
documentation. However, the amounts to be paid to INFOCEL under this Contract
' Band Agreement do not include any assumption of risk, and INFOCEL DISCLAIMS ANY
AND ALL LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE
USE OR OPERATION OF THE SOFTWARE PROVIDED HEREIN. Notwithstanding the
foregoing, INFOCEL shall not be liable to Customer for consequential damages
"' foregoing,
that may arise or be asserted by a reason of the failure of the system to
perform in conformance with the specifications. INFOCEL's sole responsibility
shall be to modify or replace the system as delivered to Customer so that the
"modified or replaced system reasonably conforms to said specifications.
E. OTHER WARRANTIES
INFOCEL warrants that the hardware configuration (CPU and disk
drive) listed at Exhibit A, at the operating system software release levels
initially installed on the hardware, is of sufficient capability, size and
" speed to support without contention all of the scheduled Application Software
listed at Exhibit B, at the release level shown in Exhibit B on the release of
the operating system software originally installed on the hardware, for a
' period of eighteen (18) months with the beginning date of this eighteen (18)
▪ month period beginning the date of installation of the Financial Management
System. In addition, INFOCEL warrants that during this eighteen (18) month
period, using the software releases above, the proposed system will provide a
'daily average of, at a maximum, five (5) seconds response time ninety percent
of the time, for all single record inquiries. If the proposed system fails to
meet this requirement, INFOCEL shall be responsible for bringing the system
"into compliance at its expense within a reasonable period of time.
The Customer is responsible for proper database management and user time
"allocation under normal use.
SECTION 8: Customer Responsibilities
A. CUSTOMER REPRESENTATIVE
Customer will fully cooperate with and assist INFOCEL in the
"'performance of its responsibilities under this Agreement. As part of
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"Customer's responsibilities it will make available to INFOCEL a qualified
staff member, Customer's representative, who will have authority to act,
subject to the approval of the governing body, as necessary for
Customer and to make decisions with respect to this Agreement, including any
modifications hereto, and provide INFOCEL with necessary information and data
concerning Customer's operations and activities, and assume responsibility for
li the accuracy of such information and data supplied, and provide access to
Customer's computer facility at all reasonable times, and have the authority
to enforce implementation decisions which are mutually agreed to by Customer
'land INFOCEL.
B. HARDWARE CAPACITY
' It is expressly understood and agreed between INFOCEL and Customer
that Customer has elected to purchase hardware sufficient to meet Customer's
needs. Should Customer's needs increase to such an extent as to require
hardware with a greater capacity, Customer may, at its option, purchase from
INFOCEL additional or replacement hardware as described in INFOCEL's proposal,
at INFOCEL's current published price then in effect. In the event INFOCEL has
' available other hardware which Customer prefers to purchase, Customer may
purchase the same upon the same terms and conditions in this section
hereinabove set forth, with the exception of the price which shall be
established as INFOCEL's then current price including end user discounts
authorized by the hardware manufacturer, and the warranty shall not exceed
those published by the INFOCEL's hardware manufacturer for said hardware at
the time of purchase.
SECTION 9: Assignments
No right or interest pursuant to this Agreement shall be assigned by
' Customer without the written permission of INFOCEL and no delegation of any
obligation owed by Customer shall be made without the written permission of
INFOCEL. Any non - INFOCEL approved assignment or delegation shall be wholly
void and totally ineffective for all purposes.
SECTION 10: Force Majeure
INFOCEL will not be liable or be deemed to be in breach of this
Agreement for any failure or any delay in rendering performance arising out of
causes beyond its reasonable control and without its fault or negligence.
' Such causes may include, but are not limited to, acts of God or the public
enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight
embargoes, and unusually severe weather. If INFOCEL's failure to perform is
' caused by the default of a sub- contractor, and if such default arises out of
causes beyond the reasonable control of both INFOCEL and sub- contractor, and
without default or negligence of either of them, INFOCEL shall not be liable
for any excess costs for failure to perform, unless the equipment or services
' to be furnished by the sub- contractor were obtained from other sources in
sufficient time to allow INFOCEL to meet the required delivery schedule.
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1 Dates or times of performance will be extended to the extent of delays excused
by this section provided that the party whose performance is affected notifies
'the other promptly of the existence and nature of such delay.
SECTION 11: Headings
Headings used in this Contract and Agreement are for reference
purposes only and shall not be deemed to be a part of the Contract.
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SECTION 12: Choice of Law
This Agreement shall be interpreted in accordance with the laws of
'the state of Texas, enforceable in Williamson County, Texas.
SECTION 13: Taxes
Customer agrees to pay for, upon demand, any personal property taxes
' assessed or levied against INFOCEL on the computer system. In addition,
Customer agrees to pay for, upon demand, any sales, use or excise taxes which
shall arise in connection with, or as a result of, this Agreement.
INFOCEL agrees to notify Customer of any notices to pay such taxes
and to hold payment until Customer has exhausted any and all remedies
available to Customer to avoid such payments or until the allowable payment
, period is within three (3) business days of expiration. Customer shall
indemnify and save INFOCEL from and against any such taxes set forth in this
section which may be incurred by INFOCEL and Customer agrees to pay INFOCEL
' upon demand thereof.
SECTION 14: Invalidity
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If any provision of this Agreement or the obligation thereof to any
' person or circumstance shall, to any extent be invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby.
SECTION 15: Integration
This Agreement, INFOCEL's proposal dated September 26, 1989,
Customer's RFP dated August 29, 1989, Infocel correspondence dated December
22, 1988 through February 8, 1990, included as Exhibit H and other exhibits
"referenced by this Agreement constitute the entire understanding between the
Customer and IIIFOCEL and the same shall not be modified, amended, or
terminated except by the written consent of INFOCEL and Customer, made and
'rive given in the same manner and form as their original execution of this
n In the event of conflict between these documents, they shall be
construed in chronological order, the most recent dated document first;
provided, however, that no such construction shall limit INFOCEL's warranties
"made herein.
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SECTION 16: Equal Opportunity Employer
INFOCEL is an Equal Opportunity Employer and has an Affirmative
Action Program in effect. The Affirmative Action Statement is attached as
Exhibit F.
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SECTION 17: Solicitation of Employment
INFOCEL agrees not to solicit the employment of any employees of
" Customer in order to perform work under this Agreement. Customer agrees not
to hire or solicit employment of any INFOCEL employee who has performed work
under this Agreement, during the term of this Agreement. In the event, that
INFOCEL, Customer and the employee mutually agree that the employee should
join the Customer's staff, then the Customer agrees to pay INFOCEL a fee, for
hiring the employee, equal to forty percent (40 %) of employee's first year's
"salary to be paid by the Customer.
1
INFOCEL shall provide bonds to separately guarantee the supply and
1 performance of certain specific items to be furnished under this Contract. The
bonds shall be issued by a reliable surety company licensed to do business in
the state of Texas.
INFOCEL shall obtain and maintain a Supply Contract Bond in the
amount of $177,935 for the delivery of the Hardware in Exhibit A. INFOCEL
shall obtain and maintain a Performance Bond in the amount of $89,010 for the
Software in Exhibit B. The above bonds shall only indemnify the amounts
',Software
individually specified. As INFOCEL completes its obligations for each
individual bond, that bond shall be released and returned to INFOCEL.
SECTION 19: Acknowledgement
The Customer acknowledges that it has read this Agreement,
1 understands it and agrees to be bound by its terms and further agrees that it
is the complete and exclusive statement of the agreement between the parties,
which supercedes all proposals oral or written and all other communications
' between INFOCEL and Customer relating to the subject matter of this
Agreement.
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SECTION 18: Performance Bond
17
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate original, one of which is retained by each of the
I arties, the day and year first above set forth.
I TTEST :
41114 ' 02/ /IA
L TTEST:
I ci,2,046/ 6-(%
'DATE: 1111.6)4 vi 1 1�
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18
CITY OF ROUND ROCK
EXHIBIT A - HARDWARE
HARDWARE:
EXHIBIT A
HARDWARE
PURCHASE PREFERRED MONTHLY
DESCRIPTION PRICE MAINTENANCE
- (1) Prime 4050 Series Processor' $129,890 $1,013 #
with,
(1) 16MB ECC Memory Board,
(1) 817MB Fixed Disk Subsystem,
(1) 1600/3200 BPI Streaming
Tape Drive,
(1) ICS3 Communication Subsystem
with 16 Ports,
PRIMOS (Rev. 22.1 R11) 1 -32 User
License
Hardware Installation
Run /Time Software (Security,
Indexing, etc.)
(3) CLAC Communication Card 1,080 18 #
(12 Ports)
- (13) WYSE 370 Color CRTs 14,235 *
(6) WYSE 60 Monochrome CRTs 3,300 *
(2) 600 LPM Printronix Printer 18,920 312 **
- (1) 1200/2400 Baud Modem 695 *
- System Integration and 1,500
Training (3 days)
- Insurance and Freight (Estimated) 1,000
LESS: (Discount) (9.295)
TOTAL HARDWARE $161,325 $1,343
**
SYSTEM SOFTWARE:
CURRENT LICENSE MONTHLY
DESCRIPTION RELEASE FEE MAINTENANCE
- Prime INFORMATION 8.1 $7,000 $110
- PrimeLink (Host) 4.0 2,250
- (3) PrimeLink (PC) 4.0 285 24
- Data Access (PC) 4.0 1,680 20
- INFORMATION /PC 2.1 895 8
- Cobol - 74 Compiler 4.500 655
TOTAL SYSTEM SOFTWARE $16,610 $227
GRAND TOTAL HARDWARE AND SYSTEM SOFTWARE $177,935 $1,570
OTHER:
# First year maintenance is $175 per month for Prime hardware if a
three -year maintenance contract is executed at hardware installation
per a special agreement with Prime Computer. The maintenance cost
quoted will not increase more than 10% per year for the first five
years.
EXHIBIT A Con
HARDWARE
- Responseline (Annual Fee) $2,500
* Depot maintenance
Service to be provided by Honeywell
EXHIBIT 8 - APPLICATION SO?TFIARE
DESCRIPTION
Optional Software:
- Word CONNECTION
- Financial CONNECTION
Graph CONNECTION
Memo CONNECTION
- Plan CONNECTION
TOTAL OPTIONAL SOFTWARE
EXHIBIT B
APPLICATION SOFTWARE
INITIAL ANNUAL
CURRENT LICENSE RELICENSE TRAINING
RELEASE FEE FEE HRS. /TRIPS
Schedule Software:
DP80 - General Ledger 1.5 $5,500 $610 20 1
DP81 - Accounts Payable 1.5 3,500 340 20 1
GV85 - Budget Preparation 1.7 5,500 600 8 1
GV86 - Financial Report 1.7 5,500 540 8 1
Writer
DP88 - Purchasing Management 1.5 6,000 810 24 1
GV77 - Miscellaneous Revenue 2.0 2,500 270 4 1
GV05 - Check Reconciliation 2.1 3,000 340 2 0
GV30 - Grant /Project 2.2 3,500 340 4 1
Management
GV02 - Fixed Assets 3.1 3,500 340 4 1
GV84 - Payroll /Personnel 1.5 9,500 1,150 40 2
GV16 - Utility Billing/ ' 1.4 8,500 675 40 2
Collections
GV16I- Hand Held Meter 1.0 3,000 340 0 0
Interface for
Radix, Rockwell
or Datamatic
TOTAL SCHEDULED APPLICATION SOFTWARE
$59,500 $6,355
$7,450 $720 24 1
2,950 420 8 1
6,250 600 8 1
4,250 540 4 1
4.250 480 4 1
$25,150 * $2,760 *
* Package price for all five modules is $18,100 and $2,460 for Annual
Relicense Fee.
1
EXHIBIT B CON
APPLICATION SOFTWARE
1
- Data Conversions:
Utility (Static Information, 10,000
Current Balances and most
recent meter readings)
I Accounts Payable (Vendor File)
Payroll /Personnel (Employee
' Master File and Current
Balances for Statutory
Reporting)
1
- Custom Modification:
Automatic Calculation of Employee
'
FICA Credit paid by Employer
TOTAL OTHER
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Additional Training:
1 Additional on -site training is available at the following rate plus
travel cost: $750 for first day; $700 for second day and $500 for
each day therefore in the same trip.
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OTHER:
- Project Management (126 hours) $9,450
GRAND TOTAL APPLICATION SOFTWARE
2,500
6,000
$1,560
$29,510
$89,010
EXHIBI? C - HARDWARE IAIN?ENANCg AGREEMENT
I PRIME
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' Form 8150-01 (9195)
Prime Computer, Inc.
Prime Park
Natick, Massachusetts 01760
PURCHASE, LICENSE AND SERVICE AGREEMENT
TERMS AND CONDITIONS
PRIME COMPUTER, INC. and
CUSTOMER
ADDRESS
CITY STATE ZIP CODE
This Agreement shall consist of the terms and conditions contained in the Schedules listed below
which are designated by Customer's Initials, and a Purchase, License and Service Quotation and
Agreement executed by PRIME and Customer referencing the Agreement Number cited above. Future
Purchase, License and Service Quotations and Agreements referencing the Agreement Number cited
above may be executed from time - to-time by PRIME and Customer. Such future orders shall be govern-
ed, to the extent applicable, by the terms and conditions referenced herein.
Terms and Conditions
• Standard Purchase and License Schedule
• Preferred Service Schedule •
• High Availability Option Schedule
• Software Service Schedule •
• Other (Specify)
AGREEMENT NO
PRIME USE ONLY
Customer's Initials
This Agreement. together with the terms and conditions Incorporated herein by reference. supersedes all prior agreements, negotiations. representations and proposals.
written or oral, and does not operate es an acceptance of any conflicting terms and conditions and shall prevail over any conflicting provisions of any purchase order
of Customer or any other instruments. It being understood that any purchase order Issued by Customer shall be for Customer's convenience only and shall not be made
a part of this Agreement. Deviations from these terms and conditions shall not be valid unless specifically agreed to In writing by an authorized employee of PRIME. By
executing Ihis Agreement below, Customer acknowledges that it has reviewed the terms and conditions Incorporated Imo this Agreement and agrees to be legally bound
by same. Customer may not assign any of its rights or obligations under this Agreement. This Agreement shall be governed by subject to and construed in accordance
with the laws of the Commonwealth of Massachusetts.
CUSTOMER PRIME COMPUTER, INC.
BY BY
TITLE TITLE
DATE DATE
CONTRACTS ADMINISTRATION
Forms N
116=Prine.
1
Pnme Computer. Inc
Prime Park
Natick, Massachusetts 07760
PRIME USE ONLY
Agreement No.
Quotation No.
PREFERRED SERVICE SCHEDULE
FOR GENERAL PURPOSE PRODUCTS
CUSTOMER ADDRESS
The following are the terms and conditions under which PRIME furnishes Preferred Maintenance Service on General Purpose Products within the United States "PRIME"
means Pnme Computer. Inc or Computervision Corporation. its wholly owned subsidiary, whichever corporate emrty executes the cited Agreement. Computervision Cor-
poration does business as the Computervision Division of Prime Computer, Inc
1. COVERED PRODUCTS — This Schedule shall apply to the PRIME central system. PRIME Operating Systems Software ( "PRIMOS') and other General Purpose Software
which is packaged with Hardware (service code "P'1 and the equipment, options, accessones and peripherals listed on the Product Schedule under the cited Agreement
for which CUSTOMER elects Preferred Service (hereinafter collectively referred to es "Products'1.
2. TERM OF COVERAGE — This Schedule will be effective on the data the cited Agreement is signed by PRIME and will apply to the Products for an initial term of one
year commencing on the Date of Installation (as defined m the Agreement), of the Products covered hereby, unless an alternative commencement date is specified
in writing by the parties Maintenance service for such products may be terminated at the expiration of the initial tens, and at any such time thereafter, by either party
upon ninety (90) days prior wntten notice, but will continue to be effective in the absence of such notice
Upon commencement of the term, PRIME's obligation to CUSTOMER under any prior agreement for maintenance service for the Products covered by this Schedule
will cease and neither CUSTOMER nor PRIME will have any further obligation to the other m connection with the prior agreement except for payment by CUSTOMER
for charges incurred thereunder.
The term of maintenance service coverage for Product Add -ons and/or Upgrades added to a system shall be coterminous with the term of coverage of such system.
3. PREFERRED SERVICE HOURS — For purposes of this Schedule, "Preferred Service Hours" will be between the hours of 7:00 a m. and 7:00 pm" Monday through
Fnday, excluding PRIME holidays. CUSTOMER may request an extension of the Preferred Service Houre by written notice thereof to PRIME. If accepted, modification
of the Preferred Service Hours with applicable charges shall be contained in an Addendum to (hie Schedule.
4. PREFERRED MAINTENANCE SERVICE — PRIME will make at adjustments and repairs during the Preferred Service Hours necessary to keep the Products in good
operating condition in accordance with PRIME's prevailing policies
4.1 Preferred Maintenance Service includes.
A. Telephone amass during Preferred Service Hours to a PRIME Customer Support Center for problem reporting;
B. Scheduled preventive maintenance during Preferred Service Hours based on the specific needs of the Products as determined by PRIME;
C Remedial Maintenance service performed at CUSTOMER'* site during Preferred Service Hours fogowing prompt telephone notification by CUSTOMER to
PRIME Customer Support Censer of a product failure. Continuous Remedial Maintenance Service or service extending beyond the principal period of maintenance
shall be provided by PRIME at no additional charge to the CUSTOMER in those artist cases where there is a CPU failure impairing operation or other failure
which prevents operation of the system, and the Customer Service Representative has amved on-sne prior to the end of the principal period of maintenance.
If In Prime's opinion the repair cannot be completed during the 1001al on -site visit. the Continuous Remedial Maintenance wel cease.
D. Response to CUSTOMER's site shall be within the time limitations stipulated on the Product Schedule on which CUSTOMER elect, Preferred Service for
the Products following receipt of proper notification as required by subparagraph 4.1.C, above for Products exclusive of terminals and peripherals located
remote from the central system. In the event no response time 7s specified on the Product Schedule. response time guarantees do not apply to this Schedule;
E Providing of replacement pats tools„ test equipment and maintenance materials necessary for the performance of maintenance service hereunder. Parts
removed on an exchange basis become the property of PRIME;
F. Installation of Feld Change Orders (FCO'a) and revisions and updates to Software covered herein required to maintain Products at current revision levels
as determined by PRIME;
G. Assignment of an Account Representative to coordinate CUSTOMER'* service requirements and,
H. Error corrections for Software covered herein.
4.2 Preferred Maintenance Service does not include;
A. Replacing printer platens printer bands and disk packs:
B. Furnishing supplies or acoessones;
C Painting or refinishing Products;
G Adding, removing or maintaining accessories, attachments machines or other devices not provided by PRIME except as speeded in PRIME', prevailing
maintenance policy,
E Making specification changes except as specified in subparagraph 4.1.F. above;
0 Providing service associated with relocation, installation or deinstallation of Products;
G. Performing electrical work external to the Products; and,
H Providing refurbishment services.
43 Any maintenance services required as a result of other than normal wear and tea of the Products, due to abuse or misuse of the Products or CUSTOMER's failure
to provide the necessary facilities or specified operating supplies or to meet PRIME's site specifications or to permit PRIME to inatee and thereafter maintain in
operation FCO's and revisions and updates for Software covered herein, will be invoiced to CUSTOMER as en additional charge based on PRIME's prevailing Time
and Material rates then in effect
4.4 If individual item(s) cannot, in PRIME's opinion, be adequately or economically maintained on•*rte due to excessive weer and/or deterioration, PRIME may submit
to CUSTOMER a quote for refurbishing such items If CUSTOMER elects not to have the Products refurbished, or if refurbishment is impractical due to the age
of such Products or the availability of replacement parts PRIME may withdraw such items from this Schedule upon ninety (90) days pnor wntten notice.
White— Contracts Administrat ion ,Canary— Customer Acknowledgement; Pink — Customer -Prime Executed
8150.04-10ig8 Forms Management 15-03
EXEIBIT D - RESPONSELINE
EXHIBIT D
RESPONSELINE
Customer Support personnel are available during the hours between 8:00 AM
and 8:00 PM Eastern Time. They may be reached during those hours at the
regular INFOCEL telephone numbers.
The RESPONSELINE service includes the following for all INFOCEL supplied
systems and application software:
Toll free telephone access to all Customer Support personnel.
Telephone support for systems maintenance and error prevention.
Telephone support for setting printers and other INFOCEL supplied
hardware.
Telephone support in assisting customers with diagnosing hardware
and /or software problems.
Direct connection with customer's system via the modem /telephone,
when call is initiated by the customer.
Technical Support Bulletins with updated system information.
Telephone Support for all standard INFOCEL software applications.
Customer Support Bulletins with updated application software
information.
A monthly "log" of all calls reported. This log will be sent to each
customer every month.
For the first year from contact execution, up to twelve hours of
telephone support is provided each calendar quarter. In the event that
time spent exceeds twelve hours, those extra hours will be billed to the
customer at the then current hourly rate for this service. Each call
will be recorded as a minimum of ten minutes. The current hourly rate is
$70 per hour. For the second and succeeding years the telephone support
provided will be four hours per month.
If a call is determined by INFOCEL to be caused by an applications
software defect, it will be logged and reported, but the time involved
Will not be charged against the hours provided.
The current annual rate for this service is $2,500, which will be billed
at the end of the month that the initial hardware system is installed.
EXHIBIT E - OPERATING SYSTEM SUBLICENSE
Prime
System Software:
Application Software:
USER SUBLICENSE AGREEMENT
This User Sublicense Agreement Is made and entered into by and between with its pnncipal place of business at
( "Sublicensor') and with its principal place of business at
1 "Sublicensee').
WHEREAS. Sublicensor is an EXL Reseller of Prime Computer, Inc ("Licensor'') and Sublicensee is licensing the use of PRIME Software Products in an end user capacity
from Sublicensor, which Software Products are subject to a License granted to Sublicensor by Licensor,
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows.
I 1. UCENSED SOFTWARE
1.1 For the purposes of this Agreement, the following definitions apply:
"Software Products" means Licensor computer programs in either source or object code and any related materials provided to Sublicensee, including but
not limited to Documentation relating thereto and any subsequent revisions, improvements or updates provided to Sublicensee under this Agreement.
"Documentation" means any Licensor information which is provided to Sublicensee in wrhmg or fixed in other tangible form, including but not limited to
logic diagrams, manuals. lists, schematics, drawings and marketing, development, maintenance, pricing and/or product information
1.2 The PRIME Software Products provided under this User Sublicense Agreement ( "Licensed Software") are as follows:
Description of Licensed Software Product Numbs
I 1.3 It is understood that Licensor may not be the Owner of all the Licensed Software but is either Owner or has acquired from the Owner the right to license
the Licensed Software
1.4 The Licensed Software is to be used solely on PRIME Model No. System Serial No. as referenced on Purchase
I Agreement No. between Sublicensor for Sublicensors Subdistnbutor as applicable) and
Sublicensee. which Purchase Agreement shall specify the licensing fees as applicable to the Licensed Software.
Z. SCOPE OF AUTHORIZED USE
2.1 The Licensed Software including any Documentation relating to or describing such Licensed Software, is furnished to Sublicensee under a personal, non-
I transferable, nonexclusive Sublicense solely for Sublicensee's own use within the United States only on the single central processing unit the "CPU") designated
in Section 1.
2.2 Sublcensea shall not copy and shall not permit any party to copy the Licensed Software or any portion thereof. except that Sublicensee is permitted to make
a single copy solely for bads -up or archival purposes as necessary for use on the CPU. but only with the proper inclusion of any and all copyright and /or pro-
pnetary notices. If Sublicensee is unable to operate the Licensed Software on the designated CPU due to an equipment malfunction. the Licensed Software
I
may be used temporarily on another CPU during the period of equipment malfunction.
2.3 Sublicensee shall not sublicense or transfer in any manner or otherwise make the Licensed Software available to any third parry Sublicensee shall not modify
decompile, disassemble or otherwise reverse engineer the Licensed Software.
2.4 Should the designated CPU be upgraded and replaced by another CPU purchased pursuant to Licensers then current upgrade polity. the Licensed Software
I may be relicensed at the applicable fee, if any, for use by Sublicensee on the replacement CPU.
2 5 Sublicensee agrees to allow Sublicensor or Licensor reasonable access to its premises to penodically audit Sublicensee'a use of the Licensed Products to
determine Sublicensee's compliance with the provisions of this Sublicense.
3. TITLE AND OWNERSHIP
Title to, ownership of and all applicable rights in the Licensed Software or any of its parts shall not transfer to Sublicensee but shall remain In Licensor or Owner
as applicable. All patent, copyright. trade secret and other intellectual property or proprietary nghts in the Licensed Software remain the property of Owner
Licensed Software provided hereunder is confidential and proprietary to Owner and Sublicensee agrees to be bound and observe the proprietary nature thereof
Sublicensee agrees that it shall not disclose, provide or otherwise make available the Licensed Software or any part or copies thereof to any third party
1 4. CONFIDENTIALITY
Sublicensee agrees to take appropnate action by instruction or agreement with its employees who are permmed access to the Licensed Software or to other materials
identified as proprietary, to protect the confidentiality of the Licensed Software and such materials. Sublicense., agrees to keep the Licensed Software and such
matenais secure. and to prevent unauthorized access. copying, or use thereof. Sublicensee agrees to notify Sublicensor and Licensor immediately of circumstances
surrounding any unauthonzed knowledge, possession, or use of the Licensed Software or any such matenais by any person or entity.
5. WARRANTY AND LIMITATION OF LIABILITY
51 Licensor warrants that all unmodified Licensed Software will conform, for penod of ninety (901 days from shipment by Licensor. to Licenser's applicable
published specifications which are prevailing when the Licensed Software is shipped. Sublicensee must return to Sublicensor only, within the Warranty Period,
1 any Licensed Software returned for a claim under this Warranty. Neither Sublicensor nor any other party has any authonty to make any other representation
on behalf of Licensor or otherwise bind Licensor. Licenser's or Owner's entire liability and Sublicensee's exclusive remedy under this Software Warranty shall
be for Licensor to make reasonable efforts to remedy, in a manner deemed suitable to Licensor. any nonconformance which has been properly reported by
Sublicensee to Sublicensor in writing within the Warranty Penod.
5.2 Neither Licensor nor Owner is obligated hereunder to furnish any support or information to Sublicensee relating to the Licensed Software.
5193.08.188 Forms Management 15.03
EXHIBIT P - APPIRMATIVE ACTION STATEMENT
It is the policy of INFOCEL to provide equal employment
opportunities to all individuals without regard to race, age, color,
religion, sex, national origin, sexual orientation, veteran or
handicapped status. This policy covers all phases of employment,
including but not limited to, recruiting, hiring, placement,
upgrading, promotion, demotion or transfer; layoff, recall and
termination; rates of pay or other forms of compensation, fringe
benefits and selection for training, the use of all facilities and
to participation in. all company sponsored employee activities. To
ensure that employment and promotional decisions are made in
accordance with equal employment opportunity, the company imposes
only valid requirements for these opportunities. This policy shall
be
periodically brought to the attention of the supervisory force
and shall be administered with a positive attitude.
•
It is the responsibility of each supervisor to ensure affirmative
implementation of this policy in order to avoid any discrimination
in employment. All employees are expected to recognize this policy
and cooperate with its implementation. Violation of this policy is a
disciplinable offense.
This statement reaffirms INFOCEL's commitment to continue to carry
out the policy of equal employment opportunities.
CHIEF EXECUTIVE OFFICER
DATE
EXHIBIT F
AFFIRMATIVE ACTION STATEMENT
1
EIHEBIT G - IETAILED TPAINING PLAN
EXHIBIT G
DETAILED TRAINING PLAN
(To be jointly developed as a part of Implementation Planning)
EXHIBIT H -, CORRESPONDENCE
OPIPOIP' dad
1
1
PO Box 18305
' 4800 Six Forks Road
Raleigh, NC 27609
(919(783.8000
1
December 22, 1989
' Mr. David Kautz
Director of Finance
City of Round Rock
1 221 East Main Street
Round Rock, Texas 78664
' Dear David:
Thank you very much for inviting us to demonstrate our products
to the City of Round Rock. We appreciate the time you and your
staff spent with us to review our products.
David, Phil and I were very much encouraged by the reception we
' received to all of our financial and utility products. We
believe your users would be very happy with our software
solution and that we would meet your specific needs very well.
' The only software modification that we observed during our visit
was to provide the capability for employer FICA benefits. Linda
Gunther talked to our financial product manager regarding the
' requirement on Thursday. The cost to modify our payroll system
to meet this requirement is $1,560. We can easily have that
modification completed well before installing the Payroll/
' Personnel system.
We have attached a Prime 4050 configuration that will meet your
needs well into the future. We are also including the cost of
office automation software both individually priced and priced
as a package. This is offered only as an option and may be
licensed initially or at a later date.
' We would like to again extend an invitation for you to visit
with us at our corporate headquarters in Raleigh, North Carolina
and to visit a customer site during your trip. We will be in
touch with you shortly after the holidays to make specific
plans.
Mr. David Kautz
December 22, 1989
Page -2-
Again, thank you for your consideration of Infocel and our
products. We are very interested in earning your business and
wish to be responsive in any way we can to meet your needs now
or in the future.
Sincerely,
Joseph W. Dupree
Sales Manager
JWD /p
Word
December 22, 1989
Ms. Cheryl Riley
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Dear Cheryl:
Thank you very much for attending our presentation last
Wednesday. We hope the time you spent with us was both
interesting and productive for you.
We were certainly encouraged by the reception to our Financial,
Payroll /Personnel and Utility products by all those in
attendance at our demonstration. We believe we have an
excellent fit to meet your specific needs, as well as, other
needs of the City.
There was one outstanding issue regarding the Fixed Asset
system. You inquired as to the procedure for calculating
depreciation once you have converted over to the system. I
checked with our financial products manager and he informed me
that our software will compute depreciation in a day forward
This
depreciation that u you nohave acalculatedffbeforerithe a conversion
provided that you have all of your assets depreciated current as
of the date of conversion.
If you have any questions or need additional information
regarding this or other matters, please do not hesitate to call
on us.
Again, thank you very much for your time on Wednesday to meet
with us and to review our products. We are very much looking
forward to having the opportunity to work with you.
Sincsely,
r
Jo ph W. Dupree
Sales Manager
PO Box 18305
4800 Six Forks Road
Raleigh, NC 27609
(919) 783 -8000
,,,
PPP Infocel
P.O. Bar 18305
' 4800 Six Forks Road
Raleigh. NC 27609
(919) 783-8000
1
January 5, 1990
Mr. Wayne Feuerbacher
Data Processing Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Dear Wayne:
Enclosed is the information on the hand -held meter reading
systems that you requested. This information includes a
proposal from Radix Corporation and a price quote from Rockwell
Division of Sensus Technologies. I should receive the product
information on the Rockwell System early next week and will
forward that to you.
I have also enclosed a product brochure on the Printronix
printer that we discussed today. Per our verbal quote, the cost
of the 400 LPM printer is $7,500 and the cost of the 600 LPM
printer is $9,460. We would recommend two 400 LPM printers or
one 400 LPM and one 600 LPM printer, as opposed to one higher
speed printer.
Please let me know if you need any additional information or if
' we can be of service to you in any way. All of us at Infocel
are very much looking forward to having the opportunity to work
with you and other members of the Round Rock staff.
Sincerely,
1
Joseph W. Dupree
Sales Manager
JWD /p
1
1
Dear David:
Sincerely,
Infocel
January 17, 1990
Mr. David Kautz
Finance Director
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Joseph W. Dupree
Sales Manager
P.O Box 18305
4800 Six Forks Road
Raleigh, NC 27609
(919) 783-8000
Enclosed is the information we discussed by phone this week. We
have included a detailed description of our project management
services and a sample training plan.
The sample training plan includes logical groupings of software
modules per training session as well as a time line for training
activities. This information is provided only as an example
since many customers have different priorities for installation
of the various modules. We would alter our final training plan
based on your installation priorities.
This final plan would be developed as a part of our project
management services. We also develop a detailed implementation
plan that would include specific activities and milestones to be
performed by the City and Infocel.
Regarding the conversion cost issue, we have reviewed again the
file layouts included in your RFP. The $18,500 estimate quoted
in our proposal is now confirmed as a firm cost for converting
the utility master files, accounts payable vendor file and
payroll file. We would convert the static data and all other
necessary data to bring forward balances as appropriate for the
individual modules involved.
We would also like to confirm your visit to our offices on
Monday, January 22nd and the visit to the City of Lexington on
Tuesday, January 23rd. If there is any way we can make your
visit with us more enjoyable, please do not hesitate to call us.
David, we are very much looking forward to having the opportunity
to work with the City of Round Rock. We commit our efforts and
resources for a very successful implementation that we both can
share with pride.
Please let me know if you need any additional information or if
we can be of service to you in any way.
EDS /S0D TEL No.703- 742 -2209 Jan 19,90 12 :25 No.004 P.02
DRAFT NEWS RELEASE (1/19/90 rev.) CONTACT: Jack Pridgen, EDS
7031742 -1291
EDS TO INVEST IN INFOCEL,
LOCAL GOVERNMENT SOFTWARE SPECIALIST
DALLAS- -EDS announced today it has reached an agreement in principle to
acquire a 30 percent interest in - -and an option to acquire the remainder of --
Infocel, Inc., a Raleigh, N. C., based specialist in information systems for local
governments, education and public safety departments. Terms of the proposed
purchase of the privately -held shares were not disclosed.
George Newstrom, president of EDS' State Operations Division which has
responsibility for local government activities, said the agreement also provides fot
the joint marketing of Infocel's software products.
Since 1976, Infocel has designed and marketed its computer -based systems to
city and county governments, schools, public safety departments and community
colleges. Some uses for its 67 software products are financial management and
reporting, utility billing and collections, parking ticket tracking, building permits,
voter registration, school records management, property appraisal, and property
tax billing and collection.
Headed by its founder and president, David Rodger, Infocel has 118 of its 149
employees at its Raleigh headquarters. EDS also has 150 people in Raleigh,
working with North Carolina's Medicaid program.
With annual revenues of $15 million, lnfocel has customers in 28 states and
Canada while a subsidiary, GeoBased Systems, Inc., has customers in 31 states and
11 foreign countries using its geographic information system software to map and
analyze land- related information.
Newstrom said EDS' interest in Infocel was sparked by the growing local
government market and by the company itself. "Increasingly, cities and counties
are seeing technology services as a means of boosting revenues, cutting costs and
improving levels of service. There's a burgeoning market for accurate and
efficient information management.
"Infocel is a great fit with LIDS to pursue that business. The company is total
solution and customer service oriented; our philosophies match. And, they have
credibililty, earned by the performance of their people and products."
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I EDS INVESTS IN INFOCEL page 2
I Infocel's Chairman and President Rodger agreed. "The local government
marketplace is fragmented," he said. "Combining the breadth of our products and
' market knowledge with EDS' position as the premier information technology
provider gives us the opportunity to become the dominant team in this market."
' EDS is the leading provider of information technology services, with 56,000
employees serving customers in all 50 states and 27 foreign countries. The
company reported revenues of $4.8 billion for 1988. Its stock trades on the New
1 York Stock Exchange under the symbol GME.
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Jan 1y.9U 12 :25 No.004 P.03 '
Infocel
January 9, 1990
PO. Box 18305
4800 Six Forks Road
Raleigh, NC 27609
(919) 783
Mr. Wayne Feuerbacher
Data Processing Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Dear Wayne:
Attached is a list of the utilities you requested. These
include utilities for PRIMOS Operating System, Prime
INFORMATION and PrimeLink.
There are other optional compilers and utilities available which
are listed in our Request for Proposals. The compilers include
all the industry standard compilers, such as COBAL, PL /1, RPG
II, etc.
We will be happy to furnish additional information and pricing
and on these compilers if you desire.
The standard utilities included in our proposal represent the
functions necessary for proper systems administration and
operation of the system. However, you may want to consider some
of the many options offered by Prime.
Please let us know if you need any additional information.
Sincerely,
Joseph W. Dupree
Sales Manager
February 8, 1990
Mr David Kautz
Director of Finance
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
P.O. Banc 18305
4800 Six Forks Road
Raleigh, NC 27609
(919) 783-8000
Dear David:
Enclosed is a marked copy of the computer contract and three
executable copies reflecting the changes you requested.
Also, we have enclosed a Contract Bond (Supply Bond) for the
hardware and a Labor and Materials Payment Bond (Performance
Bond) for the application software and services. The cost
of these items are not reflecting in the enclosed contract.
They are $8.86 per $1,000 for the Contract Bond and $10.60
per $1,000 for the Labor and Materials Payment Bond.
Please let me know if we need to discuss any of those items.
Thank you.
Sincerely,
Joseph W. Dupree
Sales Manager
Enclosures
ATTEST:
E LAND, City Secretary
C53 RS01250D
RESOLUTION NO. 1 L/D.5/e,
WHEREAS, the City of Round Rock has requested proposals from
vendors for a computer system for Utility Billing and Financial
Accounting departments, and
WHEREAS, InI FO CE L / PRIME has submitted the best
proposal for said system, and
WHEREAS, the City Council desires to enter into a contract
with .INFoC / PRIME. , Now Therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF ROUND ROCK, TEXAS
That the Mayor is hereby authorized and directed to execute on
behalf of the City a contract with =NFOGL / PR►ME
to provide a computer system for the Utility Billing and Financial
Accounting departments.
RESOLVED this 25th day of January, 1990.
MIKE ROBINSON, Mayor
DATE: January 23, 1990
SUBJECT: City Council Meeting, January 25, 1990
ITEM: 12D. Consider a resolution authorizing the Mayor to enter
into a contract for a computer system for Utility
Billing and Financial Accounting departments.
STAFF RESOURCE PERSON: David Kautz
STAFF RECOMMENDATION:
Due to the complexity of the proposals and vendor negotiations
final recommendations and dollar figures are not available. A
complete presentation will be made at the meeting. However, the
following systems are being currently considered:
APPLICATION SOFTWARE /HARDWARE S/H S/H
I. UTILITY BILLING /FINANCIAL INFOCEL /PRIME HTE /IBM MOORE /UNISYS
ACCOUNTING (Estimate) $370,000 $410,000 $581,000
II. G.I.S. (Electronic Mapping) ESRI /DELL ESRI /IBM ESRI/COMPAQ
(Estimate) $196,000 $212,160 $213,000
III. POLICE RECORDS MANAGEMENT, ICC /UNISYS
MUNICIPAL COURT (Estimate) $249,000
e