HomeMy WebLinkAbout20001758.tiff AGREEMENT FOR LICENSING OF SOFTWARE PRODUCT, TELEPHONE SUPPORT
SOFTWARE MAINTENANCE, UPGRADES AND ENHANCEMENTS, AND TRAINING
THIS AGREEMENT made this //1 day of (A_ , 2000, is by and between
Decade Software Company, whose address is 4201 West Shaw Avenue, Suite #102, Fresno.
California 93722, hereinafter referred to as "Decade", and County of Weld, State of Colorado. by
and through the Board of County Commissioners of the County of Weld, on behalf of the Weld
County Department of Public Health and Environment, whose address is 915 10th Street,
Greeley, CO 80634, hereinafter referred to as "County".
WITNESSETH:
WHEREAS, County is in need of acquiring a customer tracking and facilities monitoring
software product for the Weld County Department of Public Health and Environment, and
WHEREAS, Decade has such a software product available for licensing, which is
entitled, "Envision for Windows", and
WHEREAS, the parties now desire to enter into this Agreement for the purpose of the
sale to County of the software product, telephone support, software maintenance, upgrades and
enhancements, and training by Decade.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
I. PURCHASE OF SOFTWARE PRODUCT LICENSE: Decade agrees to provide
to County a software product entitled, Envision for Windows. APPENDIX A
contains the initial list of software applications included and excluded from the
software product being licensed through this Agreement. The software includes
computer programs, in object form, and all related documentation and materials.
including all modifications made hereafter, in whole or in part (hereinafter
referred to as "the Software"). The Software is owned and copyrighted by Decade
and Customer shall have no rights other than the license use rights granted in this
Agreement.
2. LICENSE: By and through this Agreement, County is granted a non-transferable,
non-exclusive license to use the Software only on County's computer system and
for County's purposes on a system as described below. County agrees to not
allow access to the Software to any third party without written permission from
Decade. County's computer system and location(s) description: Located at 1555
North 17th Avenue, Greeley, CO 80631. County may copy the Software only For
backup and archival purposes. County agrees to maintain appropriate records nn
the quantity and location of all such copies, and produce the same on demand by
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Decade. County agrees to include the copyright notice of Decade on all copies_ in
whole or in part, in any form. County shall receive prior written approval from
Decade before copying any portion of the Software for any other purpose.
3. EFFECTIVE DATE AND TERM: This Agreement shall become effective upon
signature hereunder, or when Decade provides Software or services hereunder,
whichever is earlier. The initial term of this Agreement shall be from the effective
date to and until one year thereafter (hereinafter referred to as the "Anniversary
Date"). All subsequent terms shall begin upon the Anniversary Date and shall end
one year thereafter. In the event the Agreement is not terminated, as specified
herein, it shall be automatically renewed for successive one (1)year terms upon
the same conditions in effect at the conclusion of the ending term. Either party
may terminate this Agreement at the end of the initial or any successive teen by
giving the other party written notice at least thirty (30)days prior to the
Anniversary Date.
4. LICENSE AND SUPPORT FEE: APPENDIX A contains County's volumes used
to calculate the license and support fee to be paid to Decade. County warrants
that the volumes are as accurate as can be estimated as of the effective date of this
Agreement. The price for the initial term of this Agreement is $8,500, fifty-
percent (50%) of which shall be paid within seven (7) days after the effective dale
hereunder, and the remaining fifty-percent (50%) being paid upon successful
completion of installation of the Software in a test, training, or production
environment which ever is first. For successive terms the fee will be invoiced
monthly by Decade, unless County elects to pay the full year in advance. Fees for
successive terms can increase due to increase in customer volume activity or
increase in customer use of applications. APPENDIX A will be used as a
benchmark for determining volume increases and increases in Customer's use of
system applications. County will allow Decade to log onto County's system at
least once per year approximately ninety (90) days prior to the Anniversary Date
to check the volumes. If Decade elects to increase prices for any successive term,
Decade will notify County in writing at least sixty (60) days prior to the end of the
then current term. APPENDIX B contains training, conversion fees and other first
year or one-time fees. These fees are payable when invoiced. Section 7 of this
Agreement lists products and services that are not included in the support and
license fee. County's use of these items are payable when invoiced. Decade w ill
assess and County agrees to pay a late charge of one and one-half percent ( 1 112%)
per month, or the highest amount allowed by law, for each month a payment is
thirty (30) days past due. Decade, at its option, can refuse to provide service if
there are unpaid fees.
Any tax, such as sales and use taxes, exclusive of property and income taxes, that
Decade is required to collect or pay based upon the sale or delivery of products or
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services under this Agreement shall be paid by Customer to Decade, or Customer
shall pay directly to the taxing agency with proof of payment provided to Decade.
This obligation extends retroactively if so assessed by a taxing agency.
5. SUPPORT SERVICES PROVIDED BY DECADE: The following supper'
services are included in the license and support price and shall be provided by
Decade:
a. Telephone Support. Decade will provide telephone support via a toll free number
for County "How to's.' or problem resolution. Problem resolution could involve
logging onto County's system through the Internet or a modem. This support will
he provided during Decade's regular business hours which are 8:00 A.M. to 5:flh
P.M. Pacific Time.
b. Software Maintenance. Decade will provide software maintenance, which
includes bug fixes, and any other required modifications to keep the Software in
conformance with the specifications contained in the then current Decade
Reference Manual. Decade will amend the specifications only to remove
documentation errors, provide consistency of interpretation or describe
improvements to the Software. Decade will correct any error or malfunction in
the Software, which prevents it from operating in conformance with the
specifications, or Decade will provide a commercially reasonable alternative that
will conform to the specifications. If County's system is inoperable due to a
reproducible error or malfunction, and County is using the then current release of
the Software, Decade will provide continuous effort to correct the error or
malfunction.
c. Upgrades and Enhancements. Decade will periodically make available to County
upgrades and enhancements to the Software. Decade will provide the necessary
instructions and software tools for County to effect upgrades and modifications.
County will maintain its system at the current release level of the Software.
Ninety (90) days after the release of a new version of the software Decade will not
he obligated to maintain prior versions. Decade will have the sole discretion t(
decide if new Software is a no charge upgrade or enhancement, or a billable
offering. Billable offerings are optional, and County will not be required to
purchase them to maintain the current release level.
d. User Group Participation. County may send representatives to any user group
meeting conducted by Decade.
e. Refresher Training. There will be no charge for refresher training conducted at
Decade' s office on mutually agreeable dates, if the material was covered and the
attendee (s) was included in County's initial training. Refresher training does not
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include training for new Software or County staff who have not been trained
before, which are fee based items.
6. ITEMS NOT COVERED BY THE LICENSE AND SUPPORT FEE: The
following services will be provided on a fee basis. APPENDIX B contains prices
for services and prices agreed upon as a condition of this Agreement. Services not
specifically included in APPENDIX B will be estimated, or bid, at County's
request, and invoiced at Decade's then prevailing rates:
a. Support Initiated Outside Normal Working Hours. Decade's normal working
hours are 8:00 a.m- to 5:00 p.m. Pacific Time Monday through Friday, with
Federal and State holidays excluded. If County requires or initiates service
outside these hours, County will pay for such support at Decade's prevailing rates.
b. Custom Programming
c. Data Conversion.
d. Data Correction or Restoration, unless caused by Decade's negligence.
e. Software Implementation.
f. Initial and New Staff Training.
County will reimburse Decade for out-of-pocket costs expended by Decade on
County's behalf, unless such costs are incurred as a result of Decade's negligence.
These costs can include parts and supplies, media and reproduction costs, travel
expense, and long distance telephone calls initiated from Decade to County's
computer.
7. COUNTY RESPONSIBILITIES: County is responsible for the following:
a. Provide knowledgeable, competent operators with an understanding of County';
operations.
b. Schedule on-site or classroom training to properly prepare County's staff for using
the Software.
c. Backup files and programs daily, or whenever they change, and keep the backup
in a secure place.
a. Notify Decade as soon as problems appear.
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8. COUNTY RESPONSIBILITIES UPON TERMINATION: County will cease
using the Software immediately upon termination. Within thirty (30) days atter
termination, for any reason, County will furnish Decade an affidavit certifying
that the original and all copies, in whole or in part, of the Software have been
returned to Decade or destroyed by County. County will pay all fees or other
amounts due Decade for use of the software up to the date of termination.
9. EXPRESS WARRANTY AND GUARANTEE/LIMITATION OF DECADE'S
LIABILITY: Decade hereby expressly warrants and guarantees that the Software
shall perform as expressly stated in Decade's advertising and technical
information. Decade warrants that the media used to deliver the Software to
County is free from mechanical or recording defects, and if such defects are
found, Decade will immediately replace the defective media. Decade will not be
liable for any damage resulting from loss of data(unless caused by Decade staff
accessing County's computer), profits, use of products, claims by third parties, or
for any incidental or consequential damages. In no event will Decade's liability
exceed the amount paid by County for the product or service that caused the
claim.
10. ASSIGNMENT BY DECADE: Decade will have the right to arrange, through
contract or otherwise, with any person or organization, to provide product or
services to satisfy Decade's obligations of this Agreement.
I I. ENTIRE AGREEMENT: This Agreement shall constitute the complete
agreement between the parties and no amendments to this Agreement shall be
binding unless memorialized in a writing signed by both parties.
12. CONSTRUCTION AND ENFORCEABILITY: If any term or condition of this
Agreement shall be held to be invalid, illegal, or unenforceable, this Agreement
shall be construed and enforced without such provision to the extent that this
Agreement is then capable of execution within the original intent of the parties
hereto. Any waiver of any clause of this Agreement shall not constitute a
subsequent waiver of that clause or any other clause. Failure or delay of either
party to enforce compliance with any clause shall not constitute a waiver of such
clause. This Agreement is binding upon and shall inure to the benefit of the legal
successors and assigns of the parties.
13. NO THIRD PARTY BENEFICIARY: It is expressly understood and agreed that
the enforcement of the terms and conditions of this Agreement, and all rights of
action relating to such enforcement, shall be strictly reserved to the undersignec
parties and nothing in this Agreement shall give or allow any claim or right of
action whatsoever by any other person not included in this Agreement. It is the
express intention of the undersigned parties that any entity other than the
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undersigned parties receiving services or benefits under this Agreement shall be
an incidental beneficiary only.
14. ENTIRE AGREEMENT: This Agreement contains the entire agreement and
understanding between the parties to this Agreement and supersedes any other
agreements concerning the subject matter of this transaction, whether oral or
written. No modification, amendment, novation, renewal, or other alteration of or
to this Agreement shall be deemed valid or of any force or effect whatsoever,
unless mutually agreed upon in writing by the undersigned parties. No breach of
any term, provision, or clause of this Agreement shall be deemed waived or
excused, unless such waiver or consent shall be in writing and signed by the party
claimed to have waived or consented. Any consent by any party hereto, or waiter
of, a breach by any other party, whether express or implied, shall not constitute ,t
consent to, waiver of, or excuse for any other different or subsequent breach.
15. NOTICE: Any notice provided for in this Agreement shall be in writing and shall
be served by personal delivery or by certified mail, return receipt requested,
postage prepaid at the addresses set forth in this Agreement until such time as
written notice of a change is received from the party wishing to make a change of
address. Any notice so mailed and any notice served by personal delivery shall he
deemed delivered and effective upon receipt or upon attempted delivery. This
method of notification will be used in all instances. except for emergency
situations when immediate notification to the parties is required.
16. VENUE/LEGAL CONSTRUCTION: It is agreed by both parties that any causes
of action arising out of this Agreement shall be venued in the courts of Weld
County, Colorado, or the United States District Court for the District of Colorado
to the extent that those courts are reposed with subject matter jurisdiction. Both
parties agree to submit themselves to the personal jurisdiction of those courts.
This Agreement shall be construed in accordance with the laws of the state of
Colorado. In the event litigation is required to enforce performance of this
Agreement, the prevailing party shall be reimbursed the costs of enforcement,
including, but not limited to attorney fees and costs, witness fees and costs, and
court costs.
17. RELATIONSHIP OF PARTIES/ASSIGNMENT: Nothing contained herein shall
imply an employer-employee relationship, a joint venture, partnership, or other
association between County and Decade. Neither this Agreement nor the rights
granted by it shall be assigned, transferred or delegated by either party without
express written authorization which authorization shall not be unreasonably
withheld.
18. SEVERABILITY: If any term or condition of this Agreement shall be held to he
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invalid, illegal, or unenforceable, this Agreement shall be construed and enforced
without such provision to the extent that this Agreement is then capable of
execution within the original intent of the parties hereto.
19. NO WAIVER OF IMMUNITY: No portion of this Agreement shall be deemed
to constitute a waiver of any immunities the parties or their officers or employees
may possess, nor shall any portion of this Agreement be deemed to have created a
duty of care which did not previously exist with respect to any person not a parry
to this Agreement. The parties hereto acknowledge and agree that no part of this
Agreement is intended to circumvent or replace such immunities.
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IT WITNESS WHEREOF, th • • e hereunto set their hands and seals this
day of
ATT OUNTY OF WELD, STATE OF
BY: (O THE COUNTY OF WELD
Deputy Clerk to the
Barbara J. Kirkmeyer, Chairman
(07/Z4/00)
DECADE SOFTWARE COMPANY
BY: y'(� nk
tau C/
TITLE:
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SUBSCRIBED AND SWORN to before me this /0 day of L pCC/
2000. •/
WITNESS my hand and official seal:
���Yrvrvff/J��otary Public
My commission expires: (12. /G,tYO
+M'.\W PFII.ES\AGRLC\UaaJc.wrd
+ o..,+ OFFICIAL SEAS,'_.
r. t+ JANE MICHELLE SAUCE:U
p;-' !11 ≥ NOTARY PUBLIC-CALIFORrUi'
�'\ " ��" COMMISSION U 1105835
N �fi*'1,J� FRESNO COUNTY
1111 r"y My Commission Exp.July 16,2000
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APPENDIX A : CUSTOMER VOLUME LEVELS AND SYSTEM APPLICATIONS USED
Agency: Weld County Health Department
Address: 1555 North 17'1' Avenue
Greeley, CO 80631
Employees/Inspectors To Be Tracked: 5
Number of Inspectors Using Field Inspection Software: 0
Number of Facilities To Be Monitored: 1550
NUMBER OF GENERAL HEALTH ONE-TIME TRANSACTIONS
PROGRAMS
Number of Records Number of Records
Air Quality: 250 Animal Control: 250
Child Care Complaints: 500
i,
Centers: i
Food: 600 Dangerous
Buildings:
Grocery Stores: 50 Graffiti:
Landfills: 15 Junk Vehicles:
Lodging: Service Requests: 400
Mobile Homes: Site Rernediation:
Noise: Water Wells:
Pet Shops:
Pools: 30 ----- �
Schools: 50
Spas: 5 HIGHLY-REGULATED, HIGH VOLUME RECORDS
Tanning: Type
Tattoo: Recycling:
Vending: Hazardous
Materials:
Other: 512 Hazardous Waste:
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Applications Licensed for Use by this Agreement:
1. Core System, and its Support Code tables,with primary applications consisting of:
Owner Event Tracking
Co-Owner E-mail Integration
Facility Self-Audit
General Health Program Travel Expense Logging
General Health Permit Violation Logging
Daily Activity Logging Violation Enforcement Logging
Complaint
Service Request
Comments
2. Administration,and its Support Code tables, with primary applications consisting of:
Employee
Employee Training Received
Employee Health and Accident Logging
Processing Error
3. Financials, and its Support Code tables, with primary applications consisting of:
Accounts Receivable
Invoices
Invoice Line Items
Transactions History
Scheduled Invoice Items
Batch Payment Posting
Daily Balances
Applications , and their Support Code tables Excluded from this Agreement:
4. Program Specific Applications, and its Support Code tables,with primary applications consisting of:
Hazardous Materials Site Remediation
Hazardous Waste Underground Storage Tanks
Onsite Septic Underground Storage Tank Owners
Public Water System Water Wells
Recyclable Materials
5. Field Inspection Software, and its Support Code Tables
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APPENDIX B: ADDITIONAL FEES
A. On-Site Training - $13,000
Decade Software Company training rates are $1,400 per day plus expenses. We
recommend a total of seven days of training. While it may be possible to
complete the training in 5 days, our clients have recommended that additional two
days of training is most effective.
Training will include a one two-day and one five-day training session at your
office. The session is set up in a"train the trainer" format. Our travel expenses
are included in the cost. Training at our facility in California is available at a price
less our travel expenses. Class size should be limited to six staff for maximum
benefit.
Customer will be responsible for providing an adequate facility for the training event.
All pre-training exercises must be completed prior to the trainer's arrival.
B. Third Party Software—$1,415
Sybase Licensing Costs -Envision for Windows uses a database product called SQL
Anywhere created by Sybase. This product is licensed separately, but the licenses can he
purchased through Decade Software. This price reflects 4 concurrent users and a single
copy of the server software. The price for the database is$399 plus $129 per concurrent
user.
Seagate's Crystal Report Costs -Crystal Reports is used by Envision for Windows co
create new reports. This agreement includes a single user license for Crystal Reports Pru,
Version 6.0. The cost for this item is $500.
C. No Data Conversion is included in this contract.
D. No custom programming is included in this contract.
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