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It 1081499
SCT TECHNICAL CURRENCY AGREEMENT
This Agreement is entered into by and between SCT Public Sector, Inc. ("SCT") and Weld County, Colorado
("Licensee") on August g, 1994.
Background
SCT and Licensee have entered into a Software License and Services Agreement Number 11159(the "SCT License
Agreement") for the Licensed Software described in the SCT License Agreement. Licensee desires that SCT provide
Maintenance and Enhancements for the Licensed Software on the terms and conditions contained in this Agreement.
Accordingly, the parties agree as follows;
1. pertain Definitions
(a)Der_pmt 'Contained ittstc SCT l.icensr Agreement, The capitalized terms of this Agreement will have the
same meanings ascribed to them in the SCT License Agreement, except as such terms are otherwise defined in this
Agreement.
(b)Additional Definitions, The following definitions shall also apply:
(i)"MainLenance" means using reasonable efforts to correct documented defects,as that term is defined in
the SCT License Agreement, in a TCP System, provided that such defects are not the result of any changes made to the
Licensed Software,other then Improvements provided by SCT under this or the Database Software Agreement.
(ii) "Enhancements" means changes to a TCP System which increase the functionality of the TCP
System.
"SCT 1 oftwarca. means SCT's then current unmodified (other than Improvements provided by SCT
under this Agreement)BANNER Finance(excluding the Investment Management Module)and FOCUS Express for BANNER
Finance Major System licensed by SCT to Licensee under the SCT License Agreement.
(iv)FOCUS Software"means the SCI'then-supported unmodified(other than Improvements provided by
SCT under this Agreement)version of the computer programs developed by Information Builders, Inc. identified in the SCT
License Agreement,
v)Database "means e SCT n-supported unmodified(other than Improvements provided
twareSCT tinder this Agreement)versionfof the computer�programs edeveloped y Oracle identified in the SCT License Agreement.by
(vi) 'TCP S stc y rut" means any one of the Major Systems of the SCT Software identified in Section
I(bXill)above, the FOCUS Software or the Database Software,
(vii) "New Releases" means new editions of a TCP System which represent changes from the previous
releases of that TCP System.
-under this Agreement(viii) 'Improvements" means, collectively, Maintenance, Enhancements and New Releases provided
pr. _
(c)Inmaigimciei, If there are any inconsistencies between the definitions contained in this Agreement and the
definitions contained in the SCT License Agreement, the definitions contained in this Agreement shall apply.
2. Servim, •
(a)lyY,I s of Services, In consideration of Licensee's full payment to SCT of the amounts set forth in Section 3
below, and subject to the terms and conditions set forth in this Agreement, SCT, during the term of this Agreement, agrees
to provide to Licensee Maintenance for, Ezdnmcements of, and Now Releases of, each TCP System. Subject to the
availability of SCT personnel, at Licensee's written request, SCT shall perform any installation, implementation, or other _
services in connection with the Maintenance, Enhancements, and New Releases provided by SCT under this Agreement, at
SCI's then•current hourly rates.
.75
(b) Limitations, SCT's obligations under this Agreement will be limited to the then current release and the
immediately preceding release of each TCP System. All Improvements will be part of the TCP System and subject to all of
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the terms and conditions of the SCT License Agreement and this Agreement. SCTs obligation to provide Licensee with
improvements for the FOCUS Software and/or the Database Software, as applicable, shall be limited to providing Licensee
with such Improvements as Information Builders. Inc. provides to SCT for the FOCUS Software and Oracle Corporation
provides to SCT for the Database Software. SCT's obligations under this Agreement are further conditioned upon Licensee
providing SCT, as reasonably necessary for SCT to perform its obligations under this Agreement, with all of the following
without charge: (i) the Licensee Environment provided and maintained at Licensee's expense, in good working order and in
actual operation at all tunes at which SCT reasonably requests access thereto for the purpose of rendering the services under
this Agreement; (ii) the right for SCT to use the Licensee Environment (including all related software); (iii) remote
electronic capabilities, if available from Licensee; (iv) access to other computer systems of Licensee; (v) access to
Licensee's offices and personnel; and (vi) a reasonable amount of space on Licensee's premises, including parking space,
for SCT personnel.
(c)Modifications Maintenance.. Subject to the availability of SCI'personnel, at Licensee's written request, SCT
shall provide Maintenance in connection with any modifications made by SCT to the SCT Software (other than
Improvements provided under this Agreement)at SCrs then-current hourly rates.
} 3. Payment and Taxes,
(a)Technical Currency Fees, For the Improvements p provided by SCT under this Agreement, Licensee will pay
SCT,on September 1, 1995, a fee of 523,754, and on each September 1 thereafter during the term of this Agreement, a fee
specified by SCT which will not be more than one hundred ten percent (110%)of the fee due under this Agreement on the
immediately preceding September 1.
(b) Additional Costs, If SCT, in its reasonable judgment, determines that a suspected defect is attributable to a
cause other than a documented defect, as that term is defined in the SCT License Agreement, in a TCP System,then Licensee
shall pay SCT an additional amount for its work performed in connection therewith on a per-hour basis, at SCT's then-
current hourly rates. Licensee will also reimburse SCT for all travel, living, freight, and overnight delivery expenses
incurred by SCT and/or its personnel in connection with arty services provided by SCI' in connection with this Agreement.
(c)Taxes, Taxes, other than taxes based on SC'I"s net income or capital stock, imposed by any taxing authority
and based upon or in any way relating to this Agreement, the Improvements or services provided or payments made under
this Agreement shall be the responsibility of Licensee and shall be payable in addition to other fees and charges under this
Agreement. If Licensee is a tax-exempt entity and nut subject to any taxes, within five (5) days after the Effective Date
Licensee may provide SCT,in lieu of paying any such tax required to be paid by Licensee, with a certificate of exemption in
connection with all federal and state taxes in form and substance: reasonably satisfactory to SCT; otherwise, SCT shall
invoice Licensee and Licensee shall pay to SCT all taxes required to be paid under or in connection with this Agreement.
(d)[,ate Charges. All amounts not paid when due shall bear interest at a rate of interest per annum equal to the
lesser of the prime rate established from time to time by Mellon Bank, N. A., Philadelphia, Pennsylvania plus three (3%)
percent or the highest rate permitted by law.
4. Term, The initial term of this agreement is for the period commencing on the date set forth on the first page of
this Agreement and continuing until September 30, 1997. This Agreement shall thereafter be automatically extended for
consecutive one (1) year periods unless either party notifies the other in writing of its intent not to continue this
Agreement at least one year prior to the expiration of the then current term.
5. Disclaimer of Warranties, Licensee agrees and understands chat except us expressly set forth in this Agreement
SCT MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY
IMPROVEMENTS, AND THAT SCT EXPLICITLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SCT EXPRESSLY
DOES NOT WARRANT THAT A TCP SYSTEM OR ANY IMPROVEMENTS WILL BE USABLE BY
LICENSEE IF THE TCP SYSTEM HAS BEEN MODIFIED BY ANYONE OTHER THAN SCT, OR WILL BE
ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY
HARDWARE OR SOFTWARE (OTHER THAN THE LICENSEE ENVIRONMENT) POSSESSED OR 7'O BE
POSSESSED BY LICENSEE.
6. Termination. Either party will have the right to terminate this Agreement if the other party breaches or fails to
perform any material term or condition of this Agreement. Either party, if it has a right of termination as provided above,
may terminate this Agreement at any time while the event or condition giving rise to that right of termination exists, by
giving the other written notice of that event or condition and describing that event or condition in reasonable detail. Upon
receipt of that notice, the other party will have a period of thirty(30)days in which to cause that event or condition to be
corrected or cured to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to
the right of termination is not so corrected or cured within that period, this Agreement will terminate as of the tnd of that
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period automatically, without further act by any party. Notwithstanding the foregoing, however, in the event that Licensee
files a voluntary petition in bankruptcy or remains an involuntary petitioner in bankruptcy for a period exceeding ninety
(90)days, SCT shall have the right to terminate this Agreement immediately, without further action or delay, by providing
Licensee with written notice of such termination. Termination of this Agreement by either party in strict accordance with
the terms and conditions of this Agreement will be without prejudice to the terminating party's other rights and remedies
under this Agreement, both at law and in equity.
7. Notices, All notices and other communications required or permitted under this Agreement will be in writing and,
except as otherwise provided in this Agreement, will be deemed given when delivered personally, sent by United States
registered or certified mail, return receipt requested, or sent by overnight courier to the address shown an the signature page
hereof, or to such other place as the parties hereto from time to time may direct. A copy of all notices to SCT shall also be
sent to the attention of SCT's General Counsel at SCT's address set forth on the signature page.
8. Force Maieure, Neither party to this Agreement will be liable to the other for any failure or delay in performance
under this Agreement due to circumstances beyond its reasonable control including, without limitation, Acts of Cod,
accident, labor disruption, acts, omissions and defaults of third parties, and official, governmental and judicial action not
the fault of the party failing or delaying in performance.
9. Assignment, The benefits and burdens of each party under this Agreement will not be assignable without the
prior written consent of the other party to this Agreement, and any attempt to assign them without that consent will be
void. Notwithstanding the foregoing. SCT may assign this Agreement to its successor by merger or consolidation or to
any person or entity that acquires all or substantially all of its capital stock or assets; and SCT may assign this Agreement
in whole or in part to any person or entity to which it transfers any exclusive rights in the SCT Software.
10. No Waver. No failure of either party to this Agreement to prosecute its rights with respect to any single or
continuing breach of this Agreement will act as a waiver of the right of that party to exercise later any right or enforce any
remedy granted under this Agreement with respect to that same or any other breach of this Agreement by the other party to
this Agreement.
11. Choice of Law: Severabjlityl This Agreement will be governed by and construed in accordance with the laws of the
State of Colorado. If any provision of this Agreement is found invalid or unenforceable,it will be enforced to the maximum
extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.
12. LIMITATIONS OF LIABILITY, SCT AND LICENSEE ACKNOWLEDGE AND AGREE THAT IN
NO EVENT WILL SCT'S LIABILITY IN CONNECTION WITH THE IMPROVEMENTS OR SERVICES
PROVIDED UNDER THIS AGREEMENT, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT,
EXCEED THE AMOUNT ACTUALLY PAID TO SCT BY LICENSEE UNDER THIS AGREEMENT FOR THE
IMPROVEMENTS IN THE YEAR THAT SUCH LIABILITY ACTUALLY ARISES, AND SCT WILL NOT
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING
WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, AND LOSS OF REVENUES, EVEN IF
INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THESE LIMITATIONS APPLY TO ALL
CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF
CONTRACT, BREACH OF WARRANTY, SCT'S NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATION, AND OTHER CAUSES OF ACTION BASED ON SIMILAR LEGAL THEORIES.
SCT AND LICENSEE FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO •
THIS AGREEMENT ON THE UNDERSTANDING THAT THE FEES FOR THE IMPROVEMENTS AND
SERVICES TO BE PROVIDED UNDER 'PHIS AGREEMENT HAVE BEEN SET TO REFLECT THE FACT
THAT LICENSEE'S REMEDIES, AND SCT'S LIABILITY, SHALL BE LIMITED AS_EXPRESSLY_SET
FORTH iN THIS AGREEMENT, AND IF NOT SO LIMITED, THE FEES FOR THE SAME WOULD HAVE
BEEN SUBSTANTIALLY HIGHER.
13. Entire Agreement, This Agreement sets forth the entire agreement between the parties with respect to the subject
matter hereof, and all prior discussions,representations,proposals, offers and oral or written communications of any nature
are entirely superseded hereby and extinguished by the execution of this Agreement. Any purchase order or similar
document which may be issued by Licensee in connection with the Improvements or the services provided under, or any
other matter relating to, this Agreement shall be for Licensee's internal purposes only and any terms and conditions which
may be included in such purchase order or other document shall not modify in any manner any of the terms and conditions of
this Agreement and shall not bind SCT in arty manner and shall be completely ineffective and unenforceable against SCT,
even if it is initialed,signed,or acknowledged by a representative of SCT. No modification of,or waiver of any right under,
this Agreement will be effective unless it is evidenced in a writing executed by an authorized representative of each party to
this Agreement.
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IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement through the signatures of
their duly authorized representatives.
SCI U13 LI S O WELD COUNTY,COLORADO
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13y. By.
R chard h ft iuncnthal / 1/( tal
Senior Vice President G�/ 1 ! f/� 5Y� _
962 Delaware Avenue (Pr Hued Name of Signatory)
Lexington, KY 40505 "�
Title: /9`]R. IT)Aft) -Ed
915 10th Street,3rd Floor
Greeley, Colorado 80631
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