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PARTIES: LICENSOR: SOFT\VARE SPRINGBROOK SOFTWARE SOFTWARE LICENSE AGREEMENT Springbrook Software, Inc., an Oregon corporation 720 S.W. Washington Street, Suite 330 Portland, OR 97205 Ph. (503) 973-7750 Fax (503) 973-7760 Email: [EMAIL REDACTED] LICENSEE: City of Moscow 206 E. Third Street Moscow, ID 83843 [PHONE REDACTED] n EFFECTIVE DATE: &tJ!.tvniM d 4 AGREEMENT: 1. Grant of License. This Software License Agreement grants Licensee a nonexclusive license to copy and distribute internally the current version of the Software available at the time of purchase and related end-user materials in support of Licensee's use of the Software, as set forth below. As used in this Agreement the "Software" refers to the version of the Springbrook Software, Inc. software packages and/or applications available as of the time of purchase, in any form, and includes: I) any future modifications, enhancements or additions to the Software; 2) any modification, enhancement or addition to the Software developed specially for Licensee's use; 3) user manuals, copies, modifications, enhancements, revisions, or updates thereof; and 4) diskettes, tapes and other magnetic media on which the Software is recorded or copied and accompanying user documentation and other related end-user materials (the "User Materials"). Licensee's license and right pursuant to this Agreement is limited to those specific Applications of the Software for which Licensee has paid License Fees as indicated on Attachment A. Licensor grants Licensee a nonexclusive license to use the Software in machine-readable, object code form only, to: a. Install the Software on computers that Licensee owns or leases; b.Use and execute the Software for purposes of serving Licensee's internal needs; ?/lf'\1-7'2 ---PAGE BREAK--- c.In support of Licensee's authorized use of the Software, physically transfer the Software from one of Licensee's computers to another; store the Software's machine-readable instructions or data on a temporary basis in main memory, extended memory, or expanded memory of such computers as necessary for such use; and transmit such instructions or data through Licensee's computers and associated devices. Licensee agrees that Licensee and Licensee's employees will not assign, sublicense, transfer, pledge, lease, rent, or share Licensee's rights under this License Agreement with any third party. Licensee agrees that Licensee and Licensee's employees may not reverse assemble, reverse compile, cross compile or otherwise adopt, translate or modify the Software. Licensor agrees to house the latest release of the Software with Source Code with the president or designate of the National User Group for safekeeping. As of the Effective Date the latest release is housed with Judith Cole at the City of Turner, Oregon. 2. Proprietary Protection; Non-disclosure. Licensor shall have sole and exclusive ownership of all right, title and interest in and to the Software and User Materials, all copies thereof, and all related material generated from the Software including material displayed on the screen such as icons, screen displays, etc. (including ownership of all copyrights and other intellectual property rights pertaining thereto), subject only to the right and license expressly granted herein. This Agreement does not provide Licensee with title or ownership of the Software, but only a right of limited use. Licensee may only copy the written materials accompanying the Software for use by Licensee. Licensee acknowledges that the Software and underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, and methods of operation are confidential and contain trade secrets (collectively referred to as "Confidential Information"). Licensee agrees not to use, disclose or cause disclosure of, or distribute any Confidential Information, directly or indirectly, without the prior written consent of Licensor, except that Licensee is authorized to disclose Confidential Information to Licensee's employees or agents only as required for Licensee's use of the Software pursuant to this Agreement or as required by law. Licensee agrees to indemnifY Licensor for damages or costs, including attorney fees, incurred by Licensor as a result of the unauthorized use, disclosure or distribution of any Confidential Information by Licensee or any of Licensee's employees or agents. Licensee further acknowledges that this obligation shall survive the termination of this License. 3. License Fees. The License Fees paid by Licensee are paid in consideration of the License granted under this Agreement. The License Fees shall be in the amount(s) invoiced, and in accordance with the payment schedule listed in Attachment A. ---PAGE BREAK--- Services covered by the License Fees do not include Installation, Set-Up, Training, Travel Expenses, Customization, Maintenance, Support or Data Conversion from Licensee's existing system. License Fees are due upon contract signing or as agreed in a separate installment note. If the license fees are paid through an installment note, any default under the terms of said note will constitute default by Licensee under this Agreement, entitling Licensor to terminate this Agreement. All fees paid hereunder are nonrefundable and will be forfeited in the event of cancellation or termination except as specifically provided in Sections 9 and 10 of this Agreement. 4. Installation, Data Conversion and Training Charges. Any installation, data conversion or training services provided by Licensor shall be charged on an hourly basis at Licensor's standard rates (see Attachment A for rates) and are in addition to the License Fees. Training services include both on-site, off-site and telephone training. License Fees do not include travel (including travel time) and living expenses for installation and training; on-site support, installation or training; file and data conversion costs; consulting services; shipping charges; or the costs of any recommended hardware. Licensee agrees to pay such fees and costs, when and as the services are rendered and the expenses incurred. Licensor shall provide supporting documentation for all such services and expenses upon Licensee's request. 5. Licensee's Cooperation. Licensee acknowledges that successful installation, implementation and use of the Software cannot be accomplished by Licensor's efforts alone, and requires substantial effort and cooperation by Licensee. Both Licensor and Licensee shall at all times use their best efforts to actively participate and cooperate in data conversion, system installation, implementation, training and use, and shall at all times afford each other reasonable access to information and facilities. 6. Term; Default; Onnortunitv to Cure. This Agreement is effective as of the Effective Date and shall continue until terminated. If Licensee discloses or transfers possession of any copy or merged portion of the Software to another party, or to a computer other than those owned or leased by Licensee (or as otherwise provided herein), the License shall automatically terminate. The License will also terminate upon default by either party under any term or condition of this Agreement. A party shall be considered in default only if the party, 30 days after written notice from the other party identifYing a specific failure to comply with any term or condition contained herein (including without limitation Licensee's failure to pay any fees or charges due under this Agreement or any related Software Maintenance Agreement or Service Agreement, or Licensor's breach of the limited warranty provided in Section has not cured such failure or breach. Upon termination of the License, Licensee shall return to Licensor the Software together with all copies and merged portions in any form and User Materials and related documentation. 7. Modifications. Licensee agrees to pay an hourly rate (see Attachment A for rates) based on Licensor's regular schedule of fees or on a bid basis for any modifications ---PAGE BREAK--- to the Software made by Licensor at the Licensee's written request. No modifications will be made to the Software until the base system is installed and all License Fees have been paid. Payment for 50% of the amount bid will be due and payable prior to beginning the modification(s). 8. Support and Maintenance. Support and maintenance of the Software is not included in this Agreement but is purchased through a separate Software Maintenance Agreement. 9. Limited Warranty and Exclusions. LICENSOR WARRANTS THAT IT HAS TITLE TO THE SOFTWARE AND THAT IT HAS AUTHORITY TO GRANT THIS LICENSE TO LICENSEE. LICENSOR ALSO WARRANTS THAT, FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FROM THE DATE OF LICENSOR'S INITIAL INSTALLATION OF THE SOFTWARE AT THE LICENSEE'S SITE, THE SOFTWARE WILL FUNCTION IN CONFORMITY WITH THE DESCRIPTION, SPECIFICATIONS AND DOCUMENTATION PROVIDED. LICENSOR MAKES NO WARRANTY REGARDING THE USABILITY OR CONVERT ABILITY OF ANY OF LICENSEE'S PRE EXISTING DATA. ANY DEFECTS FOUND IN THE SOFTWARE WILL BE REPAIRED IN A REASONABLE TIME PERIOD AND UNDER THE TERMS AND CONDITIONS OF THIS WARRANTY. LICENSEE AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF LICENSOR AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY OR PRODUCTIVENESS, OR CAP A CITY, OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE. NO ACTION AGAINST LICENSOR FOR BREACH OF THIS LIMITED WARRANTY MAY BE COMMENCED MORE THAN 60 DAYS AFTER EXPIRATION OF THE WARRANTY PERIOD STATED IN THIS SECTION 9. 10. Limitation of Remedies and Liability; Exclusion of Consequential Damages. The cumulative liability of Licensor to Licensee for all claims relating to the Software and any services rendered hereunder, in contract, tort, or otherwise, shall not exceed the total amount of the License Fees paid to Licensor for the relevant Application(s) of the Software. Licensor's liability for breach of warranty exists only during the warranty period set forth in Section 9. In no event shall Licensor be liable for any consequential, indirect, special or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss), whether arising out of contract, tort, warranty or otherwise, even if Licensor has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies, and applies to claims pursuant to the limited warranty created under this Agreement. ---PAGE BREAK--- II. Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State ofldaho. Venue for any action brought by Licensor against Licensee, and for any counterclaims or cross claims thereto, shall only be in the Federal District Court in the State of Washington, or Latah County Superior Court in the State of Idaho. Venue for any action brought by the Licensee and for any counterclaims or cross claims thereto, shall only be in the Federal District Court in the State of Oregon, or any state court in the State of Oregon. 12. Entire Agreement; Licensor and Licensee Representations. This Agreement is the complete and exclusive statement of the agreement between Licensor and Licensee and supercedes all prior and contemporaneous negotiations, discussions, proposals and understandings, oral, written or implied, including those involving any agent of either party, relating to the subject matter herein. No representations or statements made by either party or either party's agents not expressly stated herein are binding on either party. Licensee represents and warrants that it has conducted its own due diligence investigation of all facts material to this transaction, that it possesses all information and expertise and capacity necessary to conduct such investigation, and that it possesses sufficient technical and accounting expertise and capacity (including sufficient mastery of the principles of fund accounting) to use the Software for its intended purpose. 13. Modification. The terms of this Agreement may only be modified, expanded or added to by a written agreement executed by the parties. No oral communication between the parties or their agents before or after execution of this Agreement shall be binding upon either party unless the parties expressly agree in writing to the terms of such communication. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in duplicate by its duly authorized officer or representative. LICENSOR LICENSEE Date: 20 o/ , - ---PAGE BREAK--- ATTACHMENT A SCHEDULE OF FEES Attachment A contains the most recent price quote issued to Licensee showing the applications and services being licensed and/or purchased, the current cost for other services, and a schedule of payment terms. By signing the Attachment A, Licensee is agreeing to the schedule of fees for the duration of the implementation. SI.'>H.INC.L1eK October 18, 2001 1\.V/\Rl Pricing Proposal for City of Moscow, ID Application/Products ./0*II !n¥Sllil6 f>l'ot'M.nnt Rl!ftlvable C&!}tral. Callh ManageR!entlP;().s. l!:iedl$ ·dj;-ej(ffl;lgtgierah(r;&ir Total Concurrent Users = 10 Prices valid for 90 days Application License Fees $20,000 $12,000 $18,000 $6,500 $6,500 $6,500 $6,500 $2,000- $78.000 $5,500 Training Implementation Services Mana ement $12.000 1st Year Maintenance $2,000 $1,200 $1,800 $650 $650 $650 $650 $200 WlWl $688 Pricing is based on standard contract deviation from standard contract terms may result in modified prices. Maintenance is Prorated for : Months ---PAGE BREAK--- Optional Selections for City of Moscow, ID Application/Products 1t\taf]i>^;9_`o6!s ;<=>?@,ABCDE!{FGHIJ$K,L> /01.2!3(4567.;89; % UVW.iiXYo:Zi[· Web• "cUf:>iicatl!>n $40o Training Services $1,000 (plus shipping) (plus shipping) (plus shipping) $500 Web-based payments require a set-up fee and a small transaction fee. Prices valid for 90 days Implementation Mana ement $1,000 $500 October 18, 2001 1st Year Maintenance** $700 $700 $1,500 $400 $125 ---PAGE BREAK--- SPI#INC$ Pricing Proposal for City of Moscow, ID Conversion Information Conversion Application lo be converted Fees Cost of Data Conversion: $2,000 $1,000 $1,000 $1,000 $2,500 $1,000 $2,500 $1,000 October 18, 2001 An estimated cost of your data conversion has been provided in this quote. This estimate is for up to three separate data pulls and conversions from those pulls. We will need to review an actual sample of your data to confirm this estimate. Certain factors may cause the cost to exceed the amount quoted. See section below titled "Not Included in Estimate". There are a variety of factors that can influence the cost of a conversion and a variety of items that are not included in the standard cost estimate for your conversion. For example, your estimate wlll not include the following: • Removal of data from your existing system. • Consulting on removal of data from your existing system. • Changes or modifications requested after the first conversion and different from the specifications we originally received. • Changes in the format we receive the data in after the first conversion. More than three con versions. Cos! Factors: [n addition, the following items can increase the cost of your conversion: • Mixed formats of data (a file containing tab delimited and comma format). • Problems with data integrity. • Data manipulation not for the purpose of the conversion, but for the purpose of supplying you with information you did not previously have access to. • Changes in the file format after the first conversion. • Changes requested to the data after the second conversion. • Upgrades to application software during a data conversion. • No file or incorrect file layouts (May also prevent conversion) No cost or fees in excess of those set forth in the Schedule of Fees will be incurred by Licensee without rior acce tance of Licensee as indicated on a si ned work order. ---PAGE BREAK--- OTHER SERVICES: After hours support $ 125/hr (Maintenance contract covers support from 6a-5p Pacific Time, Mon-Fri) Data Conversion $estimate (Transferring data from current system to Springbrook system - Generally we will convert all or part of the following, depending on which applications are purchased: Chart of Accounts; Current year budget history; payroll employee master files; utility customer master files and history only. If additional fields are requested please check with your Springbrook Project Manager about viability and potential additional costs). On Site Installation $125/hr Network & Operating System Consulting $ 125/hr (Answering questions and assisting users and/or their consultants with all aspects of hardware, networks, and operating systems - includes installation, set-up, and trouble shooting) Training $ 125/hr (The training necessary for the average user has been included with the project total above - additional one-on-one training, if requested, shall be billed at $125/hr)- training is held in the Portland, Oregon Training Center, or on site Travel Time (billed one way) (For on site services) $125/hr Travel Expenses Actual Airfare, hotel, meals, car rental not to exceed IRS standards (per Publication 1542) for your area of the country, unless no other options are available; gas; parking Telephone training $ 125/hr (Working with a trainer or customer support representative on questions other than support related issues (as defined in Maintenance Agreement) where the call exceeds 10 minutes in length is considered training rather than support and may be billed as such) Weekend/After Hours Training On-site rate Telephone rate Support Not Under Maintenance (min charge per ca11 30 min) $ 175/hr $ 175/hr $ 250/hr These are current rates for services and are subject to change within twelve months of executed date of this contract. ---PAGE BREAK--- Schedule of Payment Terms: Springbrook License Fees: I 00% ($78,000) due at contract signing Progress Database Fees: Training: (Fin Suite; PR; UB; PM; AR; CC; FA; Meter Interface) I 00% ($5,500) due at contract signing 1 0-user Server; I 0-user Client 50% ($6,000) due at contract signing 50% ($6,000) upon completion Does not include training on report building Implementation Management:50% ($4,750) due at contract signing; yr Maintenance Fees: Custom Programming: (If applicable) Data Conversion(s): (To Be Determined) Due with Contracts: **Note: Budget Authority: 50% ($4,750) due at project completion (customer is live) Full year of $16,976 will be pro-rated from one month after start of implementation through end of fiscal year (9-30-02) Note: Maint will apply after year one on custom programming performed & maintained by Springbrook 50% due at contract signing 50% due upon completion (Auto signatures for AP & PR checks at NO CHARGE) 50% due at start of conversion 50% due upon completion (Conversions performed on a best effort basis- some clean up of inaccurate or inconsistent data from existing system may be required by the Licensee's staff.) $94,250 (does not include optional items, data conversion, or maintenance or travel expenses) a 40% increase in maintenance fees will occur if final tra.ining certificate is not received and maintained by all applicable users. Amount bid will only be less if the assigned software consultant and/or implementation manager certifies that the user(s) have obtained the required skills to run the applications in less than the minimum training quoted in this contract). If key personnel replacement occurs, Springbrook reserves the right to require that the new employee(s) acquire certified training. The majority of Springbrook Software Clients must have proper budget authority to make a major purchase, such as new software. It is important to remember that if your implementation project crosses budget years, it is your responsibility to ensure you have re-appropriated any remaining contract funds in the next budget year and have proper budget authority to complete the project. Springbrook Software can help you detennine what remaining contr ds need to be re-appropriated, if this situation arises ---PAGE BREAK--- Data Conversion Attachment B Data Conversion ("Explanation oP') Two types of conversions will take place after you have signed your contract with Springbrook Software. There will be a system conversion (also referred to as the entire implementation process) and there will be a data conversion. The system conversion is the entire process of moving from your old system to Springbrook Software's system. It includes the data conversion, training, enhancements to software, etc. The data conversion is the process of extracting the data from your old system and manipulating it so that it can be seen and used in your new Springbrook system. If a data conversion is not done during your system conversion, you will need to key the data from your current system into the Springbrook V 6 system. The primary purpose of the data conversion is to reduce the amount of data that you would otherwise have to enter into the V6 application. You should be prepared to have more than one conversion of the data from your current system into the Springbrook V6 system. It is standard to have up to three data conversions when implementing these V6 applications. After we receive the data from your old system, the conversion specialist will spend time deciding what information should go where and how to make the information appear in the correct form. (For example, when the specialist looks at customer names, slhe will make sure that the last name will appear in the last name field and the first name will appear in the first name field.) The conversion specialist will then work with you to determine the best methods for formatting data from your current software. In addition, you may wish to have the conversion specialist discuss various conversion options (full conversions, partial conversions, spreadsheet conversions, etc.) with you. For utility billing data conversions we try to convert all master files as well as 1-5 years (or more in certain limited cases) of financial history. On the finance side we typically convert the chart of accounts and the current budget year of history, as well as the accounts payable master file. In payroll we typically convert just the employee master files (benefits and deductions are keyed in after conversion by the client's personnel, often as part of the training process). If you are requesting any other data converted you will need to get verification of its viability, success, as well as additional cost from your Springbrook Project Manager or Conversion Specialist. Springbrook has standard information that is extracted and converted during the data conversion process. However, there may be other information that you want to include in the conversion. Conversion of data is completed on a "Best Effort" basis only. Due to the complex nature of file structures and variations in data types and field types, it may not be possible to convert all of the data from your current system into the V6 applications. If there is data that you would like to convert that is non-standard, Springbrook will convert that data as a "Best Fit". This means that Springbrook will attempt to extract the data that cannot be converted into pre-defined V6 fields and place ---PAGE BREAK--- that data in a memo field in the V6 system. Converting non-standard data may increase your conversion costs. You will be responsible for re-keying any unconverted data as necessary. Springbrook can provide services to re-key information as needed for a fee. Pulling Data From Your Existing System Shortly after your implementation start date, we will ask you to send a copy of the data from your existing system to the Springbrook conversion department as planned during your data evaluation. The information can be sent in a number of ways: over the Internet, on a Zip disk, or via another way you have previously agreed upon with the conversion specialist. The specialist will ask you to provide the data in one of the approved formats listed below. You will also be asked to provide a list of data definitions. Immediately before the data is pulled, you need to run a trial balance report in your old system so that after the conversion the data in both systems can be compared and balanced. Acceptable Formats of Your Data: Fixed Length ASCII ASCII Tab Delimited service Below is an example list of how the conversion specialists would typically like to see the file layout for your data. This file layout is not mandatory, but data not in this type of layout could cause your conversion costs to increase. Column Field Field nata Size of Is Field Num Name l)escription Type Field Used I Cust No Customer Number Numeric 9 y 2 Last Name Alpha 25 y 3 Con date Connection Date Date 6 y 4 Serv_Com Alpha 50 n Keys and Indexes Key Fields Sort Order Primary Unique Allow Null PKl Cust No Ascending y y n Example Last Name Ascending N n n Example2 Con date Descending N n y ---PAGE BREAK--- Data Conversion When your data arrives at Springbrook, the conversion specialist will write a program that will convert that data into data fields in the V6 Utility Billing and/or financial systems. Once your data has been loaded into a V 6 database, the conversion specialist will work closely with a trainer to verify that all the data is appearing accurately in the V 6 system. After the trainer and conversion specialist have corrected any errors they have seen in the converted data, you will be asked to verify the accuracy of the data with them. Please be aware that difficult conversions can prolong the V6 implementation process. If there are unexpected problems encountered in the conversion of your data, Springbrook will notify you, work with you to adjust your implementation schedule and keep you apprised of the status of your conversion. Cost of Data Conversion The anticipated cost of your data conversion has been provided in this contract. This cost is for up to three separate data pulls and conversions from those pulls. However, certain factors may cause that cost to exceed the amount quoted. See section below titled "Not Included in Estimate". Not Included in Estimate There are a variety of factors that can influence the cost of a conversion and a variety of items that are not included in the standard cost estimate for your conversion. For example, your estimate will not include the following: Removal of data from your existing system. Consulting on removal of data from your existing system. Changes or modifications requested after the first conversion and different from the specifications we originally received. Changes in the format we receive the data in after the first conversion. More than three conversions. Cost Factors In addition, the following items can increase the cost of your conversion: Assistance in pulling the data from your system and/or converting the data into one of the acceptable formats listed above. Mixed formats of data (a file containing tab delimited and comma delimited format). Problems with data integrity. Data manipulation not for the purpose of the conversion, but for the purpose of supplying you with information you did not previously have access to. Changes in the file format after the first conversion. Changes requested to the data after the second conversion. Upgrades to application software during a data conversion. Conversion Contacts Please understand that conversions can be a time and energy intensive project. With your assistance, Springbrook will attempt to make your conversion process as smooth as ---PAGE BREAK--- possible. If you have questions or concerns about your data conversion, please direct these to your Implementation Coordinator. Your Implementation Coordinator will gather the information you need or direct you to the proper conversion contact. ---PAGE BREAK--- · ' SOFT\VARE PARTIES: SPRINGBROOK SOFTWARE SOFTWARE MAINTENANCE AGREEMENT SPRINGBROOK: Springbrook Software, Inc., an Oregon corporation 720 S.W. Washington Street, Suite 330 Portland, OR 97205 Ph. (503) 973-7750 Fax (503) 973-7760 Email: [EMAIL REDACTED] CUSTOMER: City of Moscow 206 E. Third Street Moscow, ID 83843 [PHONE REDACTED] EFFECTIVE DATE: ;J!J&1 R Springbrook has licensed its proprietary software products and prO!,>Tams ("Software") to the Customer, and Customer wishes to have Springbrook maintain and support the use of the Software. Springbrook and Customer therefore agree as follows: 1. Definitions. a. "Software" has that meaning assigned to it pursuant to the Software License Agreement executed by the parties in conjunction with this Agreement (the "License Agreement"). b. "Enhancement" means any modification or addition that, when made or added to the Software, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Springbrook may designate Enhancements as minor or major, depending on its assessment of their value and of the function added to the Software. c. "Error" means any failure of the Software to conform in any material respect to its published specifications. ---PAGE BREAK--- d. "Error Correction" means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with its published specifications, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity. e. "Major Enhancement" means either the total rewrite of an application and/or additional functionality benefiting only certain entities, not all customers as a whole, and requiring these enhancements to be packaged as a separate Module. f. "Releases" means new versions of the Software, which may include Error Corrections and/or Enhancements. g. "Temporary Fix" means an initial correction or "fix" to a problem in the software prior to the release of an error correction. 2. Term; Automatic Renewal; Termination. The initial term of this Agreement shall be from the Effective Date to the end of Customer's fiscal year, subject to renewal thereafter. During this Agreement's first term, Customer shall pay for maintenance for each module licensed pro rata as determined by the number of months from installation to the end of Customer's fiscal year. Springbrook shall bill and Customer shall pay for maintenance provided under this Agreement on an annual basis, payment due as of the start of each maintenance term. This Agreement shall automatically renew after the initial term for subsequent terms of one year each unless and until either party gives the other no less than thirty (30) days' written notice of termination in advance of the termination of the then-current term. This Agreement shall terminate upon Customer's failure to pay any fees due hereunder when due, or to pay any fees owing to Springbrook pursuant to any License Agreement or Service Agreement between the parties, or pursuant to any other term of this Agreement, after 30 days' prior written notice to Customer from Springbrook. Should Customer cancel this Agreement and wish to renew at a later date, back maintenance must be paid in full or applications re-purchased. 3. Scope of Maintenance. During the term of this Agreement, Springbrook agrees to provide Basic Maintenance services in support of the Software. Basic maintenance services shall consist of: a. Error Correction. Springbrook will use all reasonable diligence to correct verifiable and reproducible Errors within a reasonable time period after reported to Springbrook. The Error Correction, when completed, may be provided in the form of a "temporary fix," consisting of sufficient programming and operating instructions to implement the Error Correction. ---PAGE BREAK--- b. Telephone/Modem Support. Springbrook shall maintain a telephone and modem support line, or DSL Internet connection, or T l connection to the Internet during normal business hours (6AM to 5 PM Pacific Time) that permits Customer to report Errors in the Software and to receive assistance in cases of operator error. Customer agrees to provide and maintain a modem, or DSL Internet connection, or T l Internet connection, PC Anywhere, and dedicated modem line on Customer's NT server and allow Springbrook to maintain and support Springbrook's application software via one of the above stated options with full administrative permissions to the drive where the application resides. NOTE: In order to serve you properly, Springbrook must require that the modem be located physically in the server, not in a workstation on your network. Springbrook reserves the right to bill hourly (following Customers approval) for maintenance in cases of repeated operator error, where a single operator error results in extensive Springbrook time to resolve the problem. c. Changes in State and Federal Regulations. Springbrook will provide updates needed to conform to state and federal regulations, including changes to tax tables and routine forms before changes become effective. Maintenance services under this Agreement do not include updates to conform to any changes in local governmental regulations, including without limitation changes in utility billing rates, reports or methods. d. Routine Releases. Springbrook may, from time to time, issue routine Releases of the Software, containing Error Corrections and minor Enhancements to customers who have maintenance agreements in effect. Installation of routine releases is provided at no charge to customer if completed over the modem. Installation of routine releases and updates by Springbrook at Customer's site will be billed to Customer at the then current hourly rate except in cases where Springbrook is solely responsible for the inability to provide modem support. e. Discounts on Major Enhancement Releases. Springbrook may, from time to time, offer major Enhancements to Customer, generally for an additional charge. To the extent Springbrook offers such Enhancements, it shall permit Customer to obtain one copy of each major Enhancement for each copy of the Software being maintained under this Agreement at the discount then specified by Springbrook. 4. Exceptions. The following matters are not covered by Basic Maintenance, and are outside the scope of services provided pursuant to this Agreement: a. On-site support by employees or agents of Springbrook; b. Training users in the proper operation of the Software; ---PAGE BREAK--- c. Any problem resulting from Customer's misuse, improper use, alteration, or damage of the Software, unless approved by Springbrook in writing; d. Support of operating systems; support of non-Springbrook software, including but not limited to spreadsheets, word processors, and general office software; e. Installation, implementation, data conversion and Implementation Management Services. 5. Cooperation of Customer. Customer agrees to notify Springbrook following the discovery of any Error. Further, upon discovery of an Error, Customer agrees, if requested by Springbrook, to submit to Springbrook a listing of output and any other data that Springbrook may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. Springbrook shall treat any such data as confidential. 6. Fees and Expenses. The initial Maintenance Fee will be as invoiced to Customer as per conditions under Section 2. Maintenance Fees are due and payable at the beginning of the initial and each renewal term hereunder. Maintenance fees will apply to all licensed products and to any modifications made to those products if those modifications require support and/or additional programming services during upgrades to new releases. Maintenance fees are based on a percentage of the then current retail value of the licensed products. Maintenance Fees do not include travel (including travel time) and living expenses for installation and training; on-site support, installation or training; file and data conversion costs; consulting services; shipping charges; Implementation Management Services or the costs of any recommended hardware. Customer agrees to pay such fees and costs, when and as the services are rendered and the expenses incurred, as approved by Customer and invoiced by Springbrook. Springbrook shall provide supporting documentation for all expenses upon customer request. Springbrook reserves the right to require prepayment or advance deposit for such additional charges or expenses in some instances. Customer is also responsible for sales or use taxes and state or local property or excise taxes associated with licensing, possession, or use of the Software or any associated services. The Maintenance percentage and/or resulting fee may change for renewals, provided that Springbrook gives Customer written notice of the change no less than thirty (30) days prior to the automatic renewal date set forth in Section 2. All fees paid hereunder are nonrefundable and will be forfeited in the event of termination or cancellation except as specifically provided in Sections 10 and II. 7. Work Orders. Customer may from time to time request from Springbrook services, such as software modifications or additional training. Springbrook shall make a reasonable and good faith effort to comply with such requests but shall retain the sole right to decide whether such services are executed. The Customer shall receive from Springbrook an estimate of the cost of requested services. Springbrook shall ---PAGE BREAK--- receive for all approved Customer requests a signed work order from the Customer and a deposit equal to fifty percent of the estimated cost of the service. 8. Billing. All invoices from Springbrook to the Customer for any product or service are due upon receipt. Invoices are past due 30 days after the date of invoice. Springbrook may, at its option, charge all invoices 30 days and older an interest at a rate of one and one-half percent (1 per month (eighteen percent (18%) per annum) or, if less, the highest rate allowed by applicable law from the date such fee or charge first became past due. Invoices are delinquent 60 days after the date of invoice. A delinquent invoice may cause Springbrook, at its option, to put the Customer's account on hold. Accounts on hold may receive no product, service, or support from Springbrook until all past due and delinquent invoices are paid in full. 9. Use and Restrictions. The Customer's rights and obligations concerning the use of any Error Corrections, Enhancements, or Releases (or any other programming provided by Springbrook, regardless of its form or purpose) shall be as provided in the License Agreement. Springbrook shall have sole and exclusive ownership of all right, title and interest in and to such works (including ownership of all copyrights and other intellectual property rights pertaining thereto), subject only to the license expressly granted to customer therein. 10. Limited Remedy and Liability; Exclusion of Consequential Damages. The cumulative liability of Springbrook to Customer for all claims relating to any services rendered hereunder, in contract, tort, or otherwise, shall not exceed the total amount of the Maintenance Fee paid to Springbrook pursuant to this Agreement. In no event shall Springbrook be liable to Customer for any consequential, indirect, special, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss), even if Springbrook has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies, and shall apply to all claims under the warranty described in Section 11. Springbrook's liability for breach of warranty exists only during the warranty period set forth in Section 11. 11. Limited Warrantv and Exclusions. SPRINGBROOK WARRANTS THAT IT WILL RENDER ITS SERVICES HEREUNDER IN A GOOD AND WORKMANLIKE MANNER. DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF SIX MONTHS THEREAFTER SPRINGBROOK, AT SPRINGBROOK'S SOLE COST, SHALL CORRECT ANY FAILURE TO RENDER ITS SERVICES HEREUNDER IN A GOOD AND WORKMANLIKE MANNER. ANY CLAIM BASED ON THE FOREGOING WARRANTY MUST BE SUBMITTED IN WRITING TO SPRINGBROOK. CUSTOMER AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF SPRINGBROOK AND SPRINGBROOK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT ---PAGE BREAK--- LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY OR PRODUCTIVENESS, OR CAP A CITY, OR THAT THE SERVICES RENDERED HEREUNDER WILL BE ERROR-FREE. NO ACTION AGAINST SPRINGBROOK FOR BREACH OF THIS LIMITED WARRANTY MAY BE COMMENCED MORE THAN 60 DAYS AFTER EXPIRATION OF THE WARRANTY PERIOD STATED IN THIS SECTION 11. 12. Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State ofldaho. Venue for any action brought by Licensor against Licensee, and for any counterclaims or cross claims thereto, shall only be in the Federal District Court in the State of Washington, or Latah County Superior Court in the State ofldaho. Venue for any action brought by the Licensee and for any counterclaims or cross claims thereto, shall only be in the Federal District Court in the State of Oregon, or any state court in the State of Oregon. 13. Entire Agreement; Modification. This Agreement is the complete and exclusive statement of the maintenance agreement between Springbrook and Customer and supercedes all prior and contemporaneous negotiations, discussions, proposals and understandings, oral, written or implied, including those involving any agent of either party, relating to the subject matter herein. No representations or statements made by either party or either party's agents not expressly stated herein are binding on either party. The terms of this Agreement may only be modified, expanded or added to by a written agreement executed by the parties. No oral communication between the parties or their agents before or after execution of this Agreement shall be binding upon either party unless the parties expressly agree in writing to the terms of such communication. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in duplicate by its duly authorized officer or representative. SPRINGBROOK CUSTOMER 1tle: c72Alft.r? Date: J/::z , 20 ot' ---PAGE BREAK--- Gary Riedner From: Sent: To: Cc: Subject: Gary, Wayne Brannock Tuesday, December 18,2001 2:59PM Gary Riedner Karen White; Brant Kucera Springbrook Software After speaking to Marily Rementeria I have a better understanding of what we are purchasing. Attachment A of the software license agreement outlines the required software, and implementation fees required by the request for proposal. Page 7 of 15 denotes optional items that was not included in the request for proposal, and would be an additional charge. Again, page 8 outlines conversion fees that are additional to the base fees. Below is a table of expected costs for the implementation of this project. springbrook.xls The fees in the table do not include a estimated Yearly maintenance fee of $17,000. If you have any question please contact me. Wayne 1 ---PAGE BREAK--- Software/Implementation Cost Base Fees Attachment A 113,488 * OPTIONS (includes maintanence fees) Cash Drawer Axiohm Receipt Printer Kronos Interface Report Writer Total Options [PHONE REDACTED] 1125 7720 CONVERSION FEES (as needed basis) Total all Modules HARDWARE Server Printer (Budgeted in Admin) Total Hardware Total Estimated Project Cost 12000 5080 5000 10080 143,288 plus shipping plus shipping this option was presented to council t