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Home My WebLink About880128.tiff RESOLUTION RE: APPROVE LETTER OF AGREEMENT FROM MICROSOLVE AND AUTHORIZE CHAIRMAN TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Letter of Agreement from MicroSolve concerning the purchase of appraisal and land management software for the Assessor' s Office, and WHEREAS , the terms and conditions are as stated in said Letter of Agreement, a copy of which is attached hereto and incorporated herein by reference, and WHEREAS, after review, the Board deems it advisable to approve said Letter of Agreement. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Letter of Agreement with MicroSolve regarding the purchase of appraisal and land management software for the Assessor' s Office be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized to sign said Letter of Agreement. The above and foregoing Resolution was, on motion duly made and seconded , adopted by the following vote on the 22nd day of February, A.D. , 1988 . BOARD OF COUNTY COMMISSIONERS ATTEST: vv �u/td(2�ma WE D COUNTY, COLORADO Weld County lelerk and Recorder kV/ and Clerk to the Board ene R. Brantn�hairman / BY: b71(-- ,« c-Ni.,¢J C.W. Kirb4-y, Pr Tem eputy Count Clerk \ \ APPROVED AS TO FORM: Ja, qua 1i a .h on , Go .��.-, �� 1►%„ 44°A t i', ^ ,i I. fir fJss r. ount°y Attorney Frank Mama• chi / 880128 MICRO r u 375 Concord Avenue Belmont, Mass. 02178 (617) 489-3382 February 10, 1988 Mr. Donald Warden Director of Finance Weld County P.O. Box 758 Greeley, CO 80632 Dear Don, This letter of agreement spells out the conditions of Weld County' s purchase of the MicroSolve appraisal and land management software. If you find any provisions that do not accord with your understanding, please let me know; otherwise, please sign both copies of this letter and return one to me. MicroSolve will provide the following goods and services to Weld County at the indicated costs: Complete MicroSolve software package as demonstrated January 12 , 1988 $6000 . 00 One-year service package, comprising program updates and up to five days of consultation, including two days at the user' s offices 2000. 00 Three additional days of on-site training 1200 . 00 Travel and per diem 800 . 00 Total cost $10000. 00 The standard license, service, and maintenance agreements (enclosed) are included by reference. It is understood that we will review and comment on the assessor' s work in developing a factor table (i.e. the data- base structure) , but that actual creation of this table will be his responsibility. Similarly, it will be the respon- sibility of the Weld County data processing department to produce the transfer file for downloading data, and the record layout indicating field positions and lengths; how- 880128 - Page 2 ever, we will produce the file containing all transfer para- meters, and we will provide the software that actually ac- complishes the data transfer. We agree to the following payment schedule: On signature of this letter of agreement: $3333 . 33 On successful installation of the software: $3333 . 33 Sixty days after successful data transfer: $3333 . 34 Total $10000. 00 We also agree that any further services (such as further training or assistance in model building) will be negotiated as items separate from this agreement. The one-year service agreement period commences at the start of the training session. This date will be mutually agreed to between Mr. Keirnes and myself. It is expected to be just after successful transfer of the first data set. My signature constitutes my acceptance of this agree- ment on behalf of MicroSolve. Your signature indicates your acceptance on behalf of Weld County. Jan S'c reiber, Director, MicroSolve A 14 J,I Do a d Warden, Director of Finance Weld County Se IZI Gene R. Brantner, Chairman Board of County Commissioners SS0128 MICRO OV _I 375 Concord Avenue Belmont. Mass. 02178 (61 7) 489-3382 SERVICE AGREEMENT You have purchased a valuable and highly versatile software product which can increase in usefulness over the years. This agreement describes the additional benefits you will realize as long as it remains in force. If you have any questions, please call or write to MicroSolve. 1. Duration This agreement remains in force for one year from the date of installation. It can be renewed annually thereafter. 2. Service Under this agreement you are entitled to up to five days of service each year it is in force. Any portion of this time may be taken in on-site training or consultation, at your option. However, you must pay all travel and per diem expenses involved in site visits. MicroSolve determines and bills for these expenses in relation to actual costs incurred. After your initial training, you may elect to use your remaining service days for telephone consultations. MicroSolve charges your actual consultation time against the time remaining on the con- tract. If you use nearly all your time before your service year has expired, you will be notified and will have an opportunity to purchase additional service time. Time spent in fixing bugs encountered during the one-year warranty period on your software is not counted against your service agree- ment. Time spent in helping you develop your database, transfer data, or develop TDT programs is charged, as is time involved in informing or advising you, providing technical assistance, or creating any program modifications not required to fix a software defect. (A bug or defect is defined as a flaw in program logic that causes an error or failure in some intended operation. ) Thus, both actual time in conversation about software issues and time spent by our staff in working on problems you pose may be charged against your service agreement. 3. Renewal Unused service time does not cumulate from one year to the next. You will be notified about three months before your service contract is due to expire and given an opportunity to re- new for the coming year. This agreement remains in force as long as your service contract fees are paid; no new agreement is sent. 880128 0MICRO I V of 375 Concord Avenue Belmont. Mass. 02178 (61 7) 489-3382 SOFTWARE MAINTENANCE Purchase of MicroSolve software automatically entitles you to free updates and enhancements that are issued by the company during the year after you buy it. Because MicroSolve is an evolving product, you will ordinarily receive numerous updates, including several new program modules, over the course of a year. If you wish to keep receiving these updates and enhancements after the first anniversary of your purchase, you can purchase a MicroSolve main- tenance contract. This contract entitles you to continue receiving all updates and enhancements issued to new users, along with any associated documentation. It is renewable annually. We recommend the MicroSolve annual maintenance contract as the best way to keep your system up with the state of the art. eSO2S 'CENSE AND WARRANTY AGREE VT You have purchased a set of magnetic disks on which a software program (MicroSolve) is recorded, along with certain ancillary programs and files needed for it to operate. The MicroSolve Corporation provides this software program and authorizes its use only in the United States and Canada. To protect our rights and investment in this program, it is necessary for MicroSolve Corporation to license the use of this program to you on the terms described below. You do not own the program; you have acquired the right to operate it in accordance with the terms of this license. You may operate this program only in connection with the assessing function of the governmental unit of which you are a part. You may not permit other agencies within your governmental unit to install the program on their equipment. This license is non-transferable within your agency, your governmental unit, or otherwise. You may not copy the program for or install it on machines in offices not connected with your assessing function. You may not make copies of the documentation or make alterations or modi- fications to the software. You may not allow any third parties to use the software by time sharing, networking, or any other form of multi- ple user participation_ This license is effective until terminated. If you transfer posses- sion or use of the program to another agency or to any third person, the license is automatically terminated. You may terminate it at any time by destroying the program. It will also terminate if you fail to comply with any term or condition of this agreement. MicroSolve Corporation makes no representations or warranties with regard to this software program and accompanying instructional and reference materials, including but not limited to the implied war- ranties of merchantability and fitness for a particular purpose_ There are no warranties which extend beyond those specifically set forth herein. In no event shall MicroSolve Corporation be liable for errors or omissions contained in its software or manuals, any inter- ruptions of service, loss of business or anticipatory profits, delays in completion of work, materials, or product, and/or incidental or consequential damages in connection with the furnishing, performance, or use of these materials . MicroSolve Corporation ' s liability for breach of warranty shall be limited, in any event, to the purchase price of the - software program. THE SOFTWARE AND MANUALS ARE SOLD, LICENSED, AND TRANSFERRED AS IS . MicroSolve is based upon SOLIR, developed for research and educational purposes by the Lincoln Institute of Land Policy. SOLIR is copyright ( c ) 1985 by the Lincoln Institute of Land Policy. The Lincoln Insti- tute and MicroSolve Corporation shall have no liability or responsi- bility to you or any other person or entity with respect to any lia- bility, loss, or damage caused or alleged to be caused directly or in- directly by the MicroSolve program. This includes but is not limited to any interruption of service, loss of data, loss of business or anticipatory profits, or consequential damages from the use of the program. The provisions of the above Limited Warranty are valid in the USA and Canada only. Some states do not allow the limitation or exclusion of implied warranties or of consequential damages, so the above limita- tions or exclusions concerning MicroSolve may not apply to you. 8%128 ATTACHMENT 1 International Business Machines Corporation Armonk. New York 10504 IBM Program License Agreement Redistributed IBM Personal Computer Programs YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE REDISTRIBU- TOR'S APPLICATION PROGRAM. YOUR INITIAL USE OF THE REDISTRIBUTOR'S APPLICATION PROGRAM INDI- CATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE REDISTRIBUTOR'S APPLICATION PROGRAM TO THE REDISTRIBUTOR. • Name and Address of Redistributor: MaicroSolve Corpora Lion 375 Concord Avenue Belmont, Mass. 02178 Name of Redistributors Application Program: MicroSolve The Redistributor'sApplication Program(Redistributor'sApplica- CHARGES lion)contains in part copyrighted materials which are the prop- The charges applicable to the IBM Program(s)will be paid by the erty of IBM(IBM Program).IBM licenses their use by you only in Redistributor. conjunction with your authorized use of the Redistributor's Appli- TERM cation in the United States and Puerto Rico.You assumerespon- You may terminate this Agreement at any time by destroying the sibility for the selection of the IBM Program to achieve your IBM Program together with all copies,modifications and merged intended results.and for the installation and use of, and results portions in any form.It will also terminate if you fail to comply with obtained from,the IBM Program. any term or condition of this Agreement.You agree upon termina- tion to destroy the IBM Program together with all copies.modifi- LICENSE cations and merged portions in any form. Unless prohibited by the Redistributor,you may in conjunction DISCLAIMER OF WARRANTY with your authorized use of the Redistributor's Application: THE IBM PROGRAM IS PROVIDED "AS IS" WITHOUT WAR- a) copy the IBM Program into any machine-readable or PANTY OF ANY KIND,EITHER EXPRESS OR IMPLIED.INCLUO- printed form; INC. BUT NOT LIMITED TO. THE IMPLIED WARRANTIES OF b) modify the IBM Program and/or merge it, along with the MERCHANTABILITY AND FITNESS FOR A PARTICULAR PUR- Redistributor's Application, into another program for your POSE THE ENTIRE RISK AS TO THE QUALITY AND PERFOR- use. (Any portion of the IBM Program merged, along with MANCE OF THE IBM PROGRAM IS WITH YOU.SHOULD THE the Redistributor's Application, into another program will IBM PROGRAM PROVE DEFECTIVE. YOU ASSUME THE EN- continue to be subject to the terms and conditions of this TIRE COST OF ALL NECESSARY SERVICING. REPAIR OR Agreement);and CORRECTION. SOME STATES DO NOT ALLOW THE EXCLU- c) transfer the IBM Program, along with the Redistributor's SION OF IMPLIED WARRANTIES,SO THE ABOVE EXCLUSION Application,with a copy of this Agreement to another party MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPE- only if the other party agrees to accept from IBM the terms CIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER and conditions of this Agreement. If you transfer the IBM RIGHTS WHICH VARY FROM STATE TO STATE. Program, you must at the same time either transfer all LIMITATION OF REMEDIES copies whether in printed or machine-readable form to the IN NO EVENT WILL IBM BE LIABLE TO YOU FOR ANY DAM- same party or destroy any copies not transferred. This AGES OR ANY LOST PROFITS. LOST SAVINGS OR OTHER includes all modifications and portions of the IBM Program INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT contained or merged into other programs. IBM grants a OF THE USE OF OR INABILITY TO USE THE IBM PROGRAM license to such other party under this Agreement and the EVEN IF IBM OR THE REDISTRIBUTOR HAS BEEN ADVISED OF other party will accept such license by its initial use of the THE POSSIBILITY OF SUCH DAMAGES,OR FOR ANY CLAIM BY Redistributor's Application- If you transfer possession of ANY OTHER PARTY. any copy, modification or merged portion of the IBM Pro- gram. in whole or in part, to another party, your license is SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLU- automatically terminated. - • SION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY You must reproduce and include the copyright notice on any NOT APPLY TO YOU. copy, modification,or portion merged into another program. GENERAL You agree that you will look only to the Redistributor.and not to You may not reverse assemble or reverse compile the IBM P�oyraln. IBM, for any support, maintenance. assistance or the like with respect to the IBM Program and Redistributor's Application and You may not use,copy.modify or transfer the IBM Program,or any that IBM shall have no liability to you in relation to these copy. modification or merged portion,in whole or in part,except Programs. as expressly provided for in this Agreement This Agreement will be construed under the Uniform Commercial You may not sublicense. rent or lease the IBM Program. Code of the State of New York 0V '_II MICRO 375 Concord Avenue Belmont, Mass. 02178 (61 7) 489-3382 SOFTWARE ESCROW AGREEMENT iVe- The attached package contains tan diskettes storing the complete unprotected source code that operates the MicroSolve software. This code is current as of the date of deposit: February 22, 1988 . At the request of an end user, MicroSolve is placing this code in escrow with the Lincoln Institute of Land Policy, Cambridge, Massachusetts. This package is not to be opened, and the diskettes are not to be read, unless and until the MicroSolve corporation ceases to be a viable commercial entity. For that condition to be ful- filled, there must be no person on the MicroSolve staff who is able and willing to respond to service requests from an existing MicroSolve customer (end user) . Any person who opens this package or reads or lists contents of the diskettes when that condition does not obtain violates this agreement and may be the object of legal action for appropriation of property and/or disclosure of corporate secrets. Should MicroSolve cease to be a viable commercial entity, personnel at the Lincoln Institute are authorized to open this package, read and list the diskettes, and at their option either convey source code to the requesting end user of MicroSolve or amend such code so as to repair any specific problem brought to their attention by the end user. The total responsibility of the Lincoln Institute in this escrow agreement shall be ( 1 ) the safekeeping of these diskettes, ( 2 ) the nonexamination and nondisclosure of their contents except under conditions stipulated above, and (3 ) the delivery of their contents to a requesting end user in accordance with the provi- sions of the previous paragraph. Hello