HomeMy WebLinkAboutRes1989-017
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Sponsored by: Royle
CITY OF SEWARD, ALASKA
RESOLUTION NO. 89-017
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEWARD, ALASKA, AUTHORIZING A NOTICE OF INTENT TO
AWARD PURCHASE CONTRACTS FOR THE PURCHASE OF
COMPUTER HARDWARE AND SOFTWARE
WHEREAS,
to purchase
vendors; and
the city distributed a request for proposals
computer hardware and software to certain
WHEREAS, the city administration reviewed the proposals
and programs offered and determined that the Digital comput-
er hardware offered by Hamil ton/ Avp.et and the financial and
accounting software package offered by Time1ine would best
meet the city's needs; and
WHEREAS, contracts for the purchase of the hardware and
software have been negotiated by the city administration and
reviewed and approved by the city attorney; and
w~EREAS, the city is currently seeking proposals from
firms interested in financing the purchase of the hardware
and software through a lease or lease/purchRse agreement
with the city; and
WHEREAS,
software will
lease/purchase
Rcquisition of the computer
be contingent upon approval
agreement;
hardware and
of a lease or
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF SEWARD, ALASKA, that:
Section 1. The best interest of the city will be
served by waiving formal bid procedures for the acquisition
of computer hardware and software.
Section 2. The City Manager is hereby authorized to
issue an Intent to Purchase Digital Hardware to Hamilton/Av-
net as set forth in the Agreement attached and incorporated
herein as Attachment "A".
Section 3. The City Manager is further authorized to
issue an Intent to Purchase Computer Software to Timeline,
Inc., as set forth in the Agreement attached and incorporat-
ed herein as Attachment "B".
and
Section 4. The acquisition of the computer hardware
software referenced in Sections 2 and 3 above is
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 89-017
conditional upon City Council approval of a financing
package for the lease or lease/purchase of said computer
hardware and software.
Section S. This resolution shall take effect immedi-
ately upon its adoption.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
SEWARD, ALASKA, this ---13.....- day of "Fphrll"ry , 19 ~.
THE CITY OF SEWARD, ALASKA
AYES:
NOES:
ABSENT:
ABSTAIN:
GIESELER, DUNHAM, HILTON, MEEHAN, NOLL, O'BRIEN, SIMUTIS
NONE
NONE
NONE
ATTEST:
APPROVED AS TO FORM:
PERKINS COlE, Attorneys for
the City of Seward, Alaska
':1.,:{~ ~,'1'JIlu~~ 7~ 11t~
~a S. Murphy :-cMcf1AE~~ Frel'i. Arvidson
City Clerk City Attorney
(City Seal)
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- - - ____ _""-_.11 _______
-- -- ---- - - ---. ------ -
---------- . - --_.------~ -
- -------- ---.-- ----
- -- ------- - - -.- -- - -- -
PROPOSAL
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rSELLERI
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City of Seward, Alaska
P. O. Box 167
Seward, AK 99664
~@lg)\5UWlSlUJ
EEB 1 0 1989
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c.itY. of $ewan1
" Naslal ,-'
QUANTITY I DESCRIPTION OF PRODUCTS I UNIT PRICE EXTENDED AMT DELIVERY
1 DV330Tl-AA MV3300, 12MB Memory,
RF30 150MB Drive, TK70 Tape Cart.,
Ethernet Interface VMS License 10 User
DECnet E/N License
1 DESTA-AA Thinwire Adapt
$ 40,446
4,959
1,615
415 1,245
8,775
715
35
3,398
2,880
2,759
266
1 RF30-SA 150MB Disk Drive
(300MB System Total)
1 CXY08-AA 8 Line Async Interface
3 VT320-XX Terminal
1 LG3l-A2 300LPM Printer w/cable
1 LA75-CA Dot Matrix Console PTR
1 10' Printer Cable
1 QA-001AA-AA VMS Extended Media and
Documentation
1 QT-001AA-E5 VMS Update Services
1 DEPCA-SA 3 PC Ethernet Interface
Boards w/License
The terms and conditions on the reverse side are also a part hereof, including Seller's Limited Warranty and limitation 01 Liabilites (Item 5). The terms and conditions of sale
set forth on the face and reverse sides hereof constitute an offer by Selier and may only be accepted on the exact terms set forth and no other terms and conditions shall
be controlling. These terms and conditions supersede the terms and conditions of Buyer's purchase order or any other documents submitted by Buyer with respect to the
Products described hereon.
TERMS: 30 Days conditional on financing
S ENdI2E~FfYs NET
INSIDE Steve Burdick
SALES CONTACi;
Michael Carpenter
WE THANK YOU FOR THIS OPPORTUNITY TO BID ON YOUR REQUIREMENTE
AND LOOK FORWARD TO SERVING YOUR FUTURE NEEDS.
BY. ,7/L/ V /~" ___-f<~<
F.O,S,;
HAC 005
CUSTOMER
= = -= -=:=;;;:~...-:::;. - = : ~ = == = ==
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PROPOSAL
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(SELLERI
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Page 2
City of Seward, Alaska
P.O. Box 167
Seward, Alaska 99664
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QUANTITY I DESCRIPTION OF PRODUCTS I UNIT PRICE I EXTENDED AMT DELIVERY
1
BNE4C-02 Tranceiver Cable
$ 55
24 74
3
BC16M-lS 15' PVC Cable w/Conn & Boot
2
H8225-A Thinwire Terminator
32 64
1
QA-OTLAA-H5 DECnet/PCSA Media & Doc.
QBZP3-3Z DECnet/PCSA RTC Upd
QA-A93AA-H5 MVAX Serv MSDOS Media & Doc.
689
1
97
1
597
1
QS938-SZ PCSA Installation Service
SYSTEM TOTAL
4,600
$73,269
All pr1c1ng 1S firm for 30 days, terms are
NET 30. All products are quoted FOB our p1a~t.
All hardware proposed carries the following
warranty option
Warranty E - Basic System Support
- Hardware installation
- One (1) year on-site hardware support,
8 AM to 5PM, Monday through Friday,
except locally observed Digital holidays
next day response time.
The terms and conditions on the reverse side are also a part hereof, including Seller's Limited Warranty and Limitation of Liabilites (Item 5). The terms and conditions of sale
set forth on the face and reverse sides hereof constitute an offer by Seller and may only be accepted on the exact terms set forth and no other terms and conditions shall
be controlling. These terms and conditions supersede the terms and conditions of Buyer's purchase order or any other documents submitted by Buyer with respect to the
Products described hereon.
TERMS:
SALES ENGINEER:
INSIDE
SALES CONTACT:
SEE PAGE #1
WE THANK YOU FOR THIS OPPORTUNITY TO BID ON YOUR REQUIREMENTS
AND LOOK FOR~N~RE :EEDS
BY ~ " L~_< / (7- ( ~
F.O,B,:
HAC 005
CUSTOMER
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- - ---- - - ---.------ -
--- --- --- - - - - ---.---- -- ~ -
. -------- ---.-- ----
- -- ------- - - -.- -- - -- -
PROPOSAL
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(SELLERI
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PAGE #2
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City of Seward, Alaska
P.O. Box 167
Seward, Alaska 99664
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QUANTITY I DESCRIPTION OF PRODUCTS UNIT PRICE EXTENDED AMT I DELIVERY
- Telephone assistance
Critical on-site software support
- Digital Software Information Network
- Right to use new version of software
The terms and conditions on the reverse side are also a part hereof, Including Seller's Limited Warranty and limitation of Liabilites (Item 5). The terms and conditions of sale
set forth on the face and reverse sides hereof constitute an offer by Seller and may only be accepted on the exact terms set forth and no other terms and conditions shall
be controlling. These terms and conditions supersede the terms and conditions of Buyer's purchase order or any other documents submitted by Buyer with respect to the
Products described hereon.
TERMS:
WE THANK YOU FOR THIS OPPORTUNITY TO BID ON YOUR REQUIREMENT!'
AND LOOK FORWARD TO SERVING YOUR FUTURE NEEDS.
ES ENGINEER:
INSIDE
SALES CONTACT:
SEE PAGE #1
Bv:L/L ~:
:?-
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_.
F.O,S,:
HAC 005
::;USTOMER
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- .... --..-
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--.... . ....
TIMELlNE, INC.
3055 112th Ave. N.E., Suite 106
Bellevue, Washington 98004
FAX: (206) 822-1120
(206) 822-3140
FINANCIAL ACCOUNTING &
DECISION SUPPORT SYSTEMS
LICENSE AGREEMENT
FOR
COMPUTER APPLICATION SOFTWARE
THIS AGREEMENT is entered into this day of ,
19 , by and between TIMELINE, INC., a washington corporation,
(herein "Licensor"), and THE CITY OF SEWARD ("Licensee").
Licensor and Licensee, in consideration of the mutual covenants
stated herein, agree as follows:
1. License. Licensor hereby grants nontransferable and
nonexclusive license(s) to Use each of the software program
sources, binaries and/or object codes derived therefrom, listings,
and other related optional materials developed by Licensor, as
described in and for the price set forth in Exhibit I attached
hereto (the "System") on a single computer system processor as
designated in Exhibit I ("CPU") only at City Hall in Seward,
Alaska. NO OTHER USE IS PERMITTED.
2. Definitions. For purposes of this Agreement, the
following definitions apply:
2.1 Use. "Use" is defined as copying any portion of the
licensed programs and/or optional materials, instructions or data
from storage units or media into the CPU for processing. Licenses
granted under this Agreement authorize the Licensee to utilize
System and/or optional materials in printed form in support of the
Use of such System.
2.2 Installation. Loading the module
and demonstrating with test data that the
substantially all the functions described on
Timeline Standard Product Description ("SPD").
on Licensee's CPU
module provides
the then current
2.3 Acceptance. After installation, Licensee shall have
forty-five (45) days for evaluation and acceptance tests. Licensee
agrees a module shall be deemed accepted unless Licensee notifies
Licensor in writing of an error in any licensed program which
causes the program (i) not to operate as warranted and/or (ii) not
to operate in accordance with the SPD and/or (iii) not to operate
successfully with all modules/modifications previously licensed.
Any problems found by Licensee or Licensor which materially and
adversely affect the performance of the accounting functions listed
in the column "Accounting Functions/Software Modules" on Exhibit I
shall either be promptly corrected by Licensor or, at Licensee's
option, be cause for termination of this Agreement. Problems found
by Licensee or Licensor which do not affect the performance of the
accounting functions listed will be addressed and resolved by
Licensor and will not be justification for withholding acceptance
or payment or cause for termination of this Agreement.
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
3. Specifications/changes. Any changes to the software
together with any additional costs thereof, or adjustments in
delivery times, shall be by mutual agreement set forth in a written
change order. Such change orders shall be signed by a duly
authorized representative of each party, and shall be incorporated
by reference therein.
4. Term. Each license granted is perpetual. Each System
shall be granted under a separate license effective on the date of
delivery and until Licensee notifies Licensor of discontinuance.
Notice of discontinuance of any program license shall be deemed
notice of discontinuance of any license for optional material
obtained in connection with such program license. Notice of
discontinuance of any or all licenses shall not terminate this
Agreement unless specifically stated.
5. Use of Program. Each System license granted under this
Agreement authorizes the Licensee to Use the System in machine
readable form on the designated CPU. If the System will be used on
more than one CPU, an additional license will be required for each
CPU; provided, however, if the designated CPU is inoperative due to
malfunction, the license shall be temporarily extended to authorize
the Licensee to use the System and/or optional material, in machine
readable form, on another mutually agreed upon CPU until the
designated CPU is returned to operation. Licensee shall only Use
such software to process its own records.
6. Charges. Licensee will reimburse Licensor for special or
unusual expenses incurred at Licensee's specific request and which
are incurred for services beyond those to be supplied by Licensor
as part of thi s Agreement, in accordance with Licensor's
established customary and reasonable rates in effect when services
are rendered.
7. Additional Licenses. Licensee may order additional
licenses for a previously licensed program and/or optional material
as well as licenses. for other licensed programs and/or optional
materials. Orders for additional licenses should reference this
Agreement. Licensor will confirm such orders and grant additional
licenses by supplements to this Agreement at the then published
rates at the time of the order. Licensee's acceptance of future
delivery of any licensed program or optional material from Licensor
is conclusive evidence of Licensee's agreement the license for such
program or optional material is governed by the terms of this
Agreement.
8. Delivery. The system will be delivered based upon the
payment, training and installation plan as provided in Exhibit I.
9. License Implementation Responsibilities.
9.1 Licensee shall assign a responsible person who shall
be authorized to approve changes and contract modifications and a
PAGE 2
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
responsible person to act as liaison with Licensor who shall be
responsible for and have authority to: (a) obtain responses to all
Licensor requests for information; (b) sign for Licensee on any
changes relating to design, costs or delivery times; (c) sign
documents evidencing Licensee's acceptance of the software; and (d)
learn the operation of the System and the training of other
Licensee personnel.
9.2 Licensee shall have all necessary information
converted to machine-readable form on 5 1/2 floppy disk which are
compatible with the System as described in the initial proposal.
9.3 The
Licensee's
designated
is
liaison
person
10. Software Maintenance. Prior to the expiration of the
warranty period, Licensee may elect to execute an annual software
maintenance agreement in the form of that attached as Exhibit II.
If Licensee does not so elect, Licensee will pay an out-of-service
fee before Licensor will cover software under an annual software
maintenance agreement; provided, however, that the out-of-service
fee may not exceed what the Licensee would have paid had it elected
to execute an annual software maintenance agreement prorated to the
date of payment by Licensee of the out-of-service fee.
11. permission to Copy or Modify Licensed Programs. Licensee
hereby acknowledges Licensor's copyright on the System and any part
thereof and agrees to protect such copyright. Licensee shall not
copy, in whole or in part, any licensed programs or optional
materials which are provided by Licensor in printed form under this
Agreement. Any licensed program or optional materials which are
provided by Licensor in machine-readable form may be copied, in
whole or in part, in printed or machine-readable form for use by
the Licensee within the designated CPU, for archival or emergency
restart purposes, to replace worn copy, to understand the contents
of such machine-readable material, or to modify the licensed
program as provided below, provided, however, that no more than two
(2) printed copies and two (2) machine-readable copies will be in
existence under any license at anyone time without prior written
consent from Licensor. The original and any copies of licensed
programs and/or optional materials, in whole or in part, which are
made hereunder shall be the property of Licensor.
The Licensee shall keep any such copies and the original
at a mutually designated Licensee location, except Licensee may
transport or transmit a copy of the original of any licensed
program to another location for backup Use when requi red by CPU
malfunction, provided the copy or original is destroyed or returned
to the designated location when the malfunction is corrected. The
Licensee may modify any licensed program and/or optional material,
in machine-readable form, for his own use and merge it into another
program material to form an updated work, provided that, upon
discontinuance of the license for such licensed program, the
licensed program and optional material supplied by Licensor will be
PAGE 3
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
completely removed from the updated work and dealt with under this
Agreement as if permission to modify had never been granted. Any
portion of the licensed program or optional material included in an
updated work shall be used only on a designated CPU for the
Licensee's own records, and shall remain subject to all other terms
of this Agreement. Licensee agrees to reproduce and include
Licensor's copyright or ownership notice on any copies, in whole or
in part, in any form including partial copies in modification of
licensed programs or optional materials made hereunder, in
accordance with the copyright instructions to b~ provided by
Licensor as Exhibit III attached to this Agreement.
Licensee agrees damages for breach of this covenant and
Licensor's copyright will be difficult to determine and consents
that this provision may be enforced by temporary or permanent
injunction without the necessity of a bond. Such injunctive relief
shall be in addition to and not in place of any remedies at law or
in this Agreement. Licensee further agrees any revenue received by
Licensee in violation of Licensor's copyright or this covenant
shall be held by Licensee in constructive trust for Licensor. The
parties agree the provisions of this paragraph are reasonable.
However, should any court find any provision within this paragraph
is unreasonable, then the parties agree this paragraph shall be
interpreted and enforced to the maximum extent which the court
deems reasonable.
12. Protection and Security. Licensee agrees not to provide
or otherwise make available any licensed program or optional
material, including but not limited to logic diagrams and source
code, in any form, to any other person without prior written
consent from Licensor.
13. Responsibilities of Licensee. Licensee agrees to comply
with Licensor's instructions for management and use of the software
licensed under this agreement including: (a) audit trail and
operating methods; (b) backup plans in the event of malfunction of
software or hardware; (c) procedures for security and accessing of
input and output; and (d) procedures for protection of use,
copying, modifications, and security of licensed programs and
optional materials.
Licensee agrees it will take appropriate action with its
employees, by agreement or otherwise, to satisfy its obligations
under this Agreement with respect to Use, copying, modifications
and protection and security of licensed programs and optional
materials.
Licensee notes the System was developed at substantial
expense and that great loss would result if the provisions of this
license were violated. Licensee agrees to be fully responsible to
Licensor for any loss or damage incurred by Licensor as a result of
any reproduction, sale or other distribution of the System without
the written consent of Licensor.
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
14. Title. Title to and ownership of the System shall at all
times remain with Licensor.
15. Risk of Loss. If any licensed program or optional
material is lost or damaged during shipment from Licensor to
Licensee, Licensor will replace the licensed program or optional
material and program storage media at no additional charge to the
Licensee. If any licensed program or optional material is lost or
damaged while in the possession of the Licensee, Licensor will
replace the licensed program or optional material at a charge for
the program storage media.
16. Discontinuance. Within one (1) week after the date of
discontinuance of any license under this Agreement, Licensee will
certify to Licensor, in writing, that the original and all copies,
in whole or in part, in any form, including partial copies in
modifications, of the licensed program and optional material
received from Licensor or made in connection with such license have
been destroyed; provided, however, Licensee shall have a reasonable
time not to exceed 90 days after the date of discontinuance of any
license to utilize the licensed program and optional material for
transfer of data to other software and/or hardware systems acquired
by Licensee to perform the same functions as those licensed under
this Agreement.
17. Warranty. Licensor warrants:
17.1 That each licensed System will conform to the then
current Timeline standard product description ("SPD") when it is
installed by Licensor on Licensee's system;
17.2 That any and all of the licensed Systems are genuine
and the sole product of Licensor workmanship; and
17.3 The System against program errors for a period of
ninety (90) days from the date of final payment is due on the
applicable module. During the warranty period, for specified
licensed programs, Licensor will provide programming services after
delivery without additional charges, to correct program errors and
issue corrected releases. Other than those provided in subsection
17.4 below, Licensor does not guarantee service results or
represent or warrant all errors will be corrected. Licensor will
verify Licensee-detected licensed program errors, provided the
error can be recreated with the latest unaltered releases of the
licensed program. Corrected licensed program releases may be
issued.
NO WARRANTY IS MADE ON ANY LICENSED SYSTEM WHICH IS
MODIFIED BY LICENSEE IN ANY WAY.
DISCLAIMER: THE FOREGOING WARRANTY IS IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
Licensor's liability hereunder for damages, regardless of
form of action, shall not exceed the charges paid by Licensee for
the particular licensed program or optional material involved.
Licensor will not be liable for any lost profits or for any claims
or demand against Licensee by any third party. No action,
regardless of form, arising out of the transactions under this
Agreement, may be brought by either party more than two (2) years
after the cause of action has accrued.
IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL
DAMAGES EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
17.4 Based on information provided by Licensee, which
Licensor believes is reasonably complete and accurate, and based on
Licensor's examination of the proposed hardware and equipment
purchases of Licensee, Licensor warrants the system licensed by
this agreement will adequately perform the accounting functions
listed in the column "Accounting Functions/Software Module" on
attached Exhibit I.
18. Venue. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the state of washington,
irrespective of the fact that anyone of the parties is now or may
become a resident of a different state. Venue for any action under
this Agreement shall lie in King County, washington.
19. Attorneys Fees. Should either party be required to file a
legal action to enforce any provision of this Agreement, the
prevailing party shall be paid its reasonable attorney's fees and
costs by the other party.
20. Assignment. This License Agreement, all licenses granted
hereunder and the System may not be assigned, sublicensed or
otherwise transferred by Licensee without prior written consent of
Licensor. No right to reprint or copy the System, in whole or in
part, is granted hereby, except as otherwise provided herein.
21. Termination. In the event Licensee neglects or fails to
observe any of its obligations under this Agreement (other than
Chapter 11 involuntary bankruptcy), and if such condition(s) is
(are) not remedied within ten (10) days after written notice
thereof has been given to Licensee, the License Agreement and all
licenses granted hereunder as to the Licensee shall immediately
terminate.
22. Nonhiring of Employees. Licensee and Licensor agree not
to employ any then current employees of the other.
23. Entire Agreement. This Agreement (and any attached
exhibits), contains the entire agreement and understanding of the
parties with respect to the entire subject matter hereof and there
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
are no representations, inducements, promises or agreements, oral
or otherwise, not embodied herein. There are no conditions
precedent to the effectiveness of this Agreement other than as
stated herein and there are no related collateral agreements
existing between the parties that are not referenced herein.
24.
invalid,
validity
any way,
validity. In case any term of this Agreement shall be
illegal, or unenforceable, in whole or in part, the
of any of the other terms of this Agreement shall not,
be affected thereby.
in
25. Notices. Any notices required or permitted under this
Agreement shall be in writing and delivered in person or sent by
registered or certified mail, return receipt requested with proper
postage prepaid, properly addressed as set forth below. Notice
shall be effective when mailed or upon delivery if delivered in
person.
If to Licensor, address to:
President
Timeline, Inc.
3055 112th Avenue N.E., Ste. 106
Bellevue, WA 98004
If to Licensee, address to:
Name
Title
city of Seward
Corner of 5th and Adams
PO Box 167
Seward, AK 99664
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement the day and year first above written.
LICENSOR:
TIMELINE, INC.,
a Washington corporation
By
Its
LICENSEE:
THE CITY OF SEWARD
a corporation
By
Its
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT I - SOFTWARE
Timeline will provide the products and services listed in this
Exhibit for the designated single computer system processor as
described in paragraph A of this Exhibit. City shall be solely
responsible for all costs associated with the purchase and
installation of the Hardware described in paragraph A which is
being purchased to perform the accounting functions and run the
program modules listed in Paragraph B.
A. HARDWARE:
CPU: MicroVAX II
Model 3300 (DV-330T1-AA), including MV3300, 12 MB Memory,
RF30 150 MB Disk Drive; TK70 Tape Cartridge, Ethernet
Interface; VMS License for 10 User DECnet E/N License.
Additional Equipment:
RF30-SA 150 MB Disk Drive for a system total of 300 MB
CXY08-AA 8 Line ASYNC Interface
VT320-XX Terminal (3)
LG31-A2 300 LPM Printer with cable
LA75-CA Dot Matrix Console Printer
DEPCA-SA Three PC Ethernet Interface Boards with License
Misc. cabling/adaptors
Software/Services:
QA-001AA-AA VMS Extended Media and Documentation
QT-001AA-E5 VMS update Service
QA-OTLAA-H5 DECnet/PCSA Media & Documentation
MVAX Serv MSDOS Media and Documentation
QS938-SZ PCSA installation service
Networked PCs
Compaq Model 2551 MS-DOS Personal Computer
Compaq Model 2570 MS-DOS Personal Computer
The City intends to access the CPU for the accounting functions/
programs listed in Paragraph B below through both the dedicated
terminals and those networked through a Local Area Network.
PAGE 8
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT I - SOFTWARE
B. SOFTWARE:
Accounting Function/
Software Module
Software
License
Software
License
25% Discount
General Ledger &
Financial Reporting
Accounts payable
DIGIBASE
DIGICALC
Vsort/Select(3)
Purchase Order
Fixed Assets
Inventory Control
payroll/Personnel
utili ty Billing
TOTALS:
$20,000
10,000
6,000
2,500
1,750
10,000
10,000
10,000
10,000
12,000
$15,000
7,500
4,500
1,875
1,312
7,500
7,500
7,500
7,500
9,000
$92,250
$69,187
C. DATA CONVERSION COSTS:
Timeline will assist in the conversion of data from your existing
system and has the experience and expertise to perform this task.
Upon execution of a contract, Time1ine will need to examine the data
files and make an assessment of our ability to use the data. At that
time, The City of Seward will need to make a decision whether it is
cost effective to convert the data or reenter the data from computer
lists. It is recommended that Seward only convert the customer master
file from the Utility Billing system on the system 34. If Seward
supplies this data on an IBM compatible floppy disk, including the
record layouts, Timeline will convert the data to the new file formats
at a maximum cost of $6,000, however Timeline will charge only the
actual hours used.
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT I - SOFTWARE
D. COSTS:
0.1 Estimated Fees for Installation/Training and Consulting:
Accounting Function/
Software Module
Training Days
General Ledger & Financial Reporting
Accounts Payable
DIGIBASE
DIGICALC
Vsort/Select (3)
4.0
3.0
0.75
0.75
0.00
3.0
2.0
2.0
Purchase Order
Fixed Assets
Inventory Control
Payroll/Personnel
3.0
4.0
utility Billing
The above listings are estimates only and actual times may vary.
Training/Installation and Consulting Days are charged at the rate
of $1,000 per day for on-site work by Time1ine consultants and $250
per day for attendance by City employees at regularly scheduled
training classes of Licensor at the option of the City. Charges for
training days do not include actual incurred travel expenses.
Licensor agrees to provide all necessary installation and training
required at the above rates.
D,2 Travel Expenses: Licensor will charge actual incurred travel
expenses to the City including airfare, hotel, car and meals;
provided, however, that the total travel charges to the City per
week-long visit to Seward shall not exceed $1,500; provided, further,
that the total charges to the City shall not exceed $14,000. Any
actual travel expenses incurred by City employees in attending
training shall be paid for by the City; provided, however, that actual
incurred travel expenses for City employees for training above the
total of $7,500 shall be paid for by Licensor.
0.3 Function/Module Payment Terms:
Initial Payment: For those functions/modules listed above in
paragraph B.1, sixty percent (60%) of the discounted license fee shall
be paid with the delivery of the signed contract.
PAGE 10
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT I - SOFTWARE
Final Payment Due Date: The remainder of the discounted license
fee for each function/module shall be due upon successful
implementation of each module. Successful implementation is defined
as follows:
DIGIBASE, DIGICALC, Vsort - Upon demonstration of menus and
spreadsheets on the city's computer system.
General Ledger - upon completion of 1 month's production reports
agreed upon during initial consulting visit.
Accounts Payable - upon completion of first check run and tieback
of Trial Balance to the General Ledger.
payroll - upon completion of 1st month's complete payroll cycle
and preliminary printing of quarterly tax reports.
purchase Orders - upon completion of purchase order entry,
printing, and receiving functions.
Inventory - upon entry of inventory product codes and beginning
balances, including first month's reports.
Fixed Assets - upon entering of assets and printing of
depreciation report.
Utility Billing - upon completion of first cycle of billing and
cash receipting.
Training, implementation and conversion costs due monthly upon
incurrence.
City of Seward agrees to make personnel available as reasonably
required by Licensor for implementation and training on a scheduled
basis and to make best efforts to supply at least 40 man-hours of city
personnel available per week during the installation and training
process.
PAGE 11
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT II - ANNUAL SOFTWARE MAINTENANCE AGREEMENT
ANNUAL SOFTWARE MAINTENANCE AGREEMENT
COMMENCEMENT DATE:
AGREEMENT NUMBER:
Customer Installation Location:
Service Location:
The City of Seward
P.O. Box 167
Seward, AK 99664
(907) 224-3331
Time1ine, Inc.
3055 112th Ave. NE, Suite 106
Be1levue, Washington 98004
(206) 822-3140
CONTACT PERSON
CONTACT PERSON
Timeline, Inc. agrees to provide and the Customer agrees to accept
software product services on the item(s) listed below, at the annual
charge indicated. The terms and conditions of the Annual Software
Maintenance Agreement as set forth on the face and attachments of the
Agreement are the sales terms and conditions applicable.
ITEM MODEL NO. DESCRIPTION QTY UNIT CHARGE ANNUAL FEE
1 V4.1 GENERAL LEDGER/ 1 $ 3,000 $ 3,000
FINANCIAL RPTG.
2 V4.1 ACCOUNTS PAYABLE 1 $ 1,500 $ 1,500
3 V4.1 PURCHASE ORDER 1 $ 1,500 $ 1,500
4 V4.1 PAYROLL/PERSONNEL 1 $ 2,000 $ 2,000
5 V4.1 FIXED ASSETS 1 $ 1,500 $ 1,500
6 V4.1 INVENTORY CONTROL 1 $ 1,500 $ 1,500
7 UTILITY BILLING 1 $ 1,800 $ 1,800
8 V4.1 DIGIBASE 1 $ 1,200 $ 1,200
9 V1.4 DIGICALC 1 $ 750 $ 750
TOTAL YEARLY CHARGE: $14,750
CUSTOMER
TIMELINE, INC.
NAME
DATE
NAME
DATE
PRINT AUTHORIZED REPRESENTATIVE
PRINT AUTHORIZED REPRESENTATIVE
PAGE 12
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT II - ANNUAL SOFTWARE MAINTENANCE AGREEMENT
I.
DEFINITIONS
A. Equipment: The computer hardware, including central
processing unit (CPU) on which Software covered hereunder is
installed, any auxiliary processors and any other hardware
at the installation locations set forth on the face hereof.
The original hardware configuration is shown on Exhibit I.
B. Software: Any software product licensed by Timeline, Inc.
for use on the Equipment for which software product services
under this Agreement are available. Software may include
machine-readable code (object code) written in any language
on any media, source codes or listings and any improvements,
modifications, or updates to such code or listings provided
to Customer by Timeline, Inc.
C. System: The Equipment and the Software as defined in A and
B above.
II . TERM
This Agreement is effective from the last day of the initial
warranty period for each module listed in Exhibit I and
shall continue for an initial term ending June 30, 1990.
Thereafter, this Agreement shall remain in force until
terminated by either party upon ninety (90) days prior
written notice.
III. ELIGIBILITY FOR SERVICE AGREEMENT
A. Software is eligible for inclusion under this Agreement
immediately upon Timeline, Inc. installation of Software,
expiration of Software warranty or expiration of an existing
product service agreement.
B. Service under this Agreement is contingent upon:
1. The System being unmodified and properly maintained at
the latest Timeline, Inc. revision level. If the
System is not under warranty or under existing
Timeline, Inc. service agreements, the System shall be
subject to inspection by Timeline, Inc. to determine if
it is in good operating condition.
The inspection and any repairs or any other
adjustments, including updates or other program
changes, deemed necessary by Timeline, Inc. shall be
made at their per-call rates and terms then in effect
and prior to commencement or continuation of services.
2 .
The System containing at least the minimum hardware
configuration and prerequisite Software as specified in
the applicable Software Product Description ("SPD").
PAGE 13
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT II - ANNUAL SOFTWARE MAINTENANCE AGREEMENT
3.
All Software being covered by Software warranty
this Agreement (if such coverage is available).
ware licensed after the Commencement Date of
Agreement may be subject to addi tional charge (s)
coverage under this Agreement.
or by
Soft-
this
for
IV. SERVICE RESPONSIBILITIES OF TIMELINE, INC.
A.
Will resolve said problem at
a failure of the software to
License Agreement; or for
Timeline, Inc. shall provide
services:
no additional charge if due to
perform in accordance with the
the charges stated herein,
the following Software product
1. Software updates and program changes made generally
available to Customers operating the same version
during the term of the Agreement.
2.
Telephone Diagnostic Assi stance. Telephone numbe r (s)
will be provided to the Customer Contact to enable
communication with a Timeline, Inc. Customer Service
Representative during the hours of 9:00 A.M. to 5:00
P.M. local Timeline, Inc. Service Location time, Monday
through Friday, exclusive of holidays. Timeline, Inc.
will respond to the Customer Contact call within one
(1) working day and will assist the Customer Contact in
identifying and verifying problems in the Software
covered hereunder. Timeline, Inc. will identify the
problem and a) will resolve said problem at no
additional charge if due to a failure of the Software
to perform in accordance with the SPD; or b) if the
problem is due to operator error, lack of training, or
system malfunction not due to a failure of the Software
to perform in accordance with the SPD, Customer will
have the option to incur the cost of having Timeline,
Inc. fix the problem(s) on a time and materials basis.
B. From and after January 1, 1995, Time1ine, Inc. may, upon
ninety (90) days written notice, withdraw individual
software item(s) from this Agreement if such item(s) have
been discontinued as product (s) by Timeline, Inc. or have
been reclassified from a Timeline, Inc. supported to a
Customer supported product. Service for such item(s) may be
purchased on a per-call basis at Timeline, Inc. rates and
terms then in effect.
C. Customer and Timeline, Inc. shall agree in advance that the
hardware maintenance organization selected by Customer is
acceptable. Further, Customer and Timeline shall agree upon
the equipment that will be purchased by Customer and that
equipment shall be approved of by Timeline, Inc.
PAGE 14
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT II - ANNUAL SOFTWARE MAINTENANCE AGREEMENT
V.
SERVICE LIMITATIONS
A. No on-site Software product service is included under this
Agreement. Any on-site service requested by the Customer
will be provided at Timeline, Inc.'s per call rates and
terms then in effect.
B. If Software product ~ervice not covered by this Agreement is
requested, the serVlce may be provided at Timeline, Inc.'s
per-call rates and terms then in effect.
C. The following services are not covered by this Agreement:
service due to failure of equipment not maintained by a
hardware maintenance organization approved by Timeline,
Inc.; failure of Software due to equipment supplied by a
vendor not approved by Timeline, Inc.; failure of
non-Timeline, Inc. supplied software; catastrophe; fault or
negligence of Customer; operator error; and improper use or
misuse of the System.
D.
Software product service does not
operating supplies or accessories.
include
providing
VI. RESPONSIBILITIES OF CUSTOMER
A.
Customer acknowledges all Software, and/or changes, improve-
ments, or updates to the Software provided by Timeline, Inc.
are subject to the conditions of the Software product
license contained in Timeline, Inc.'s License Agreement for
Computer Application Software in effect at the time the
Software was obtained and Customer agrees to abide by such
conditions.
B. The Customer agrees to maintain the System to the latest
revision level.
VII. CHARGES
A. Annual charges will be invoiced one (1) month in advance.
B. Charges for Software product services other than services as
set forth herein will be invoiced at Timeline, Inc.'s
per-call rates and terms then in effect.
C.
Payment of all
serVlce period
rendered.
the
is
charges are
for which
due on the
Timeline,
fi rst day of
Inc.'s invoice
D.
Timeline, Inc. may change monthly charges after the first
anniversary date of this Agreement by giving thirty (30)
days prior written notice. The charges shall not exceed
Timeline, Inc.'s published charges for Software product
services on the effective date of the change. The charges
PAGE 15
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT II - ANNUAL SOFTWARE MAINTENANCE AGREEMENT
for Software added to this Agreement will be the current
published rate at the time the Software is added.
E. In addition to the charges due under this Agreement, the
Customer agrees to payor reimburse Timeline, Inc. any taxes
or charges resulting from this Agreement which are levied by
a taxing authority, except for taxes based upon Timeline,
Inc.'s net income and Washington State Business and
Occupations Tax.
VIII.MOVEMENT OF SYSTEM
A. To permit continuity of service under this Agreement, the
Customer shall give Timeline, Inc. at least thirty (30) days
prior written notice of its intent to move a System. A
System which is moved outside the continental United States
shall not be eligible for continued service hereunder.
B.
After reinstallation at the new location, the
be subject to inspection by Timeline, Inc.,
above, prior to continuation of service
Agreement.
Timeline, Inc. shall be under no obligation to furnish
continued service under this Agreement if either the
Equipment or the Software is moved from its location of
ini tial installation and/or reinstalled without the prior
written approval of Timeline, Inc.
System shall
as specified
under this
C.
IX. LIMITATION OF LIABILITY AND WARRANTY
A. Timeline, Inc.'s liability to the Customer, (whether in
contract or tort, including negligence) for damages of any
nature shall not exceed the total charges paid or payable
during one (1) year under the Agreement.
B. No action, (whether in contract or tort, including
negligence) arising out of the performance of services under
this Agreement may be brought by either party more than two
(2) years after the cause of action accrues.
C.
In no event will Timeline,
use, data, or profits
consequential damages.
Inc. be liable for any loss of
or any special, indi rect or
D.
TIMELINE, INC. DISCLAIMS ALL WARRANTIES
IMPLIED WARRANTIES OF MERCHANTABILITY AND
PARTICULAR PURPOSE).
(INCLUDING ALL
FITNESS FOR A
X. GENERAL
A.
If either party neglects or fails to perform any of its
obligations under this Agreement, and such failure continues
for a period of twenty (20) days after written notice
PAGE 16
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT II - ANNUAL SOFTWARE MAINTENANCE AGREEMENT
B.
thereof, the other party shall have the right to terminate
this Agreement.
The terms and conditions of this Agreement prevail over the
terms and conditions of any order submitted by the Customer
for Software product services under this Agreement. If the
Customer revises its purchase order number, the Customer
will provide prior written notice to Timeline, Inc.
This Agreement supersedes all prior Software product service
agreements and understandings between the parties with
respect to any Software covered under this Agreement and may
not be changed or terminated orally.
D. It is expressly understood that if either party, on any
occasion fails to perform any term of this Agreement, and
the other party does not enforce that term, the failure to
enforce on that occasion shall not prevent enforcement on
any other occasion.
C.
E. Neither party shall assign this Agreement unless consented
to by both parties.
F. This Agreement will be governed by the laws of the state of
Washington.
Timeline, Inc., 3055 l12th Avenue N.E., Suite 106, Bellevue, WA 98004
PAGE 17
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LICENSE AGREEMENT FOR THE CITY OF SEWARD
EXHIBIT III - COPYRIGHT NOTICE
COP Y RIG H T
Copyright (C) 1979, 1984 by
Timeline, Incorporated, Bellevue, Washington
This software is furnished under a license and may
be used and copied only in accordance with the
terms of such license and with the inclusion of the
above copyright notice. This software, or any
other copies thereof, may not be provided or
otherwise made available to any other person,
except as may be provided in the license agreement.
No title to and ownership of the software is hereby
transferred.
PAGE 18