HomeMy WebLinkAboutR-2001-142 Software License & Services Agreement w/ Keystone Information Systems, Inc.RESOLUTION NO R-2001-742
A RESOLUTION authorizing and directing the City Manager of the City of
Yakima to execute a software license and services agreement
with Keystone Information Systems, Inc., in order to license
certain financial management software and acquire
associated services as a sole source purchase without calling
for bids.
WHEREAS, Article VI, Section 6 of the City of Yakima Charter and the
Yakima Municipal Code Chapter 1.80 generally require that purchases in excess
of $25,000 be done by competitive bid, subject to certain exceptions; and
WHEREAS, the law recognizes a "sole source purchase" exception from
bidding requirements, when due to the uniqueness of the product to be
purchased and the fact there is only one source for the product, it would be futile
to utilize competitive bidding; and
WHEREAS, the City of Yakima currently licenses a Financial Management
System (FMS) from Keystone Information Systems, Inc. and operates the FMS on
a Prime Computer; and
WHEREAS, the Prime Computer utilizes obsolete and unsupported
technology thereby making migration of the FMS from the Prime Computer to
the City's DEC Alpha computer imperative; and
WHEREAS, Keystone Information Systems, Inc. owns the rights to and is
the sole marketer of the City's existing FMS software and the upgraded FMS
software; and
WHEREAS, Keystone Information Systems is willing to provide FMS
migration services consisting of upgraded software license, data conversion
services, and implementation services in accordance with the terms and
conditions of the attached software license agreement, including a purchase price
of $53,200; and
WHEREAS, the City Council finds it would be futile to call for bids
regarding an FMS license upgrade and migration services as the software is
offered solely by Keystone Information Systems, Inc.; and
WHEREAS, the City Council deems it to be in the best interest of the City
of Yakima to authorize execution of the attached software license and services
agreement with Keystone Information Systems, Inc. for the purchase of said FMS
license upgrade and migration services, now, therefore,
BE IT RESOLVED BY THE CITYCOUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed
to execute the attached and incorporated "Agreement for Purchase of Software
Licenses and Associated Services" with Keystone Information Services, Inc. in
order to license an upgraded FMS and acquire implementation services as a sole
source purchase without calling for bids.
ADOPTED BY THE CITY COUNCIL this 16th day of October, 2001.
ATTEST:
'KalLem., )45 (
City Clerk
ry Place, Mayor
Keystone Information Systems, Inc.
AGREEMENT FOR PURCHASE OF SOFTWARE LICENSES
AND ASSOCIATED SERVICES
between
City of Yakima
129 North 2"d Street
Yakima, WA 98904-2632
(hereinafter referred to as Buyer)
and
Keystone Information Systems, Inc.
1000 Lenola Road
Maple Shade, NJ 08052
(hereinafter referred to as Seller)
This Agreement, when executed by Buyer and Seller, shall be a valid and binding contract, and
each party agrees to the terms and conditions contained herein together with all Exhibits
incorporated herein by reference:
Accepted by:
Keystone Information Systems, Inc. City of Yakima
•
Byr--,21\-),\._ ----:
By _Authorized Signature
Authorized Signature
Judson B. Van Dervort, Jr. Richard A Zais, Jr.
Name (Type or Print) Name (Type or Print)
V.P. School District & Govt. Administration City Manager
Title Title
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ATTEST:
Orr caam cr No. 2.00/ ` //'S/
hESO.uflOn aG( `'yam
Karen Roberts, City Clerk.
City of Yakima
DEFINITION OF TERMS
Underthis Agreement the followingterms, when capitalized, are &fined to have the following rreanings:
Additional Charges: All charges or fees that Buyer is obligtd to pay or
reimburse Seller other than the amounts covered in the
attached schechle of purchase prices, Schelde 1 Any
Hardware, Software or Services not described in this
Agreement, or any modifications or additions thereto, or any
items related to the implementation or operation of the
Information Management System but not specifically listed in
this Agreement or in a schedule or appendix thereto are subject
to payment by Buyer according to Seller's then currently
applicable rates Additional Charges includes expenses
incurred in undertaking workfor Buyer such as travel, lodging,
meals long distance phone charws and supplies. All such
expet es shallbe in accordance with Seller's standard policies
governing travel and busiress experses and shall be estimated
by Seller for Buyer, approved by Buyer, and charwd to Buyer
as incurred. Purchase prices shown in this Agreement are
F 0.13 point of origin. All transportation, rigging and draying
charges to Buyer's Site(s) shallbe paidby the Buyer.
Agreement: This document, including all schedules and exhibits form the
entire Agreement.
Binary Compatibility. The compatibility among Software programs,
Hardware and Operating Systems such that Software will
operate on one or another in an identical, unaltered versbn.
Buyer's Representative: The manager or officer of Buyer's organization
desigiated by Buyer to serve as the official liais n between
Buyer and Seller, as needed in dispute resolution.
Buyer's Site(s) Location chosen by Buyer and agreed to by Seller for the
installation of Compiler Products and/or for the
provsion of Services.
Component: A individually identified itemof Hardware or Software
Comptter Products: Also Products. The specified Compcnents of
Equipment, Hardware, Software, machines and Comptter
Systems to be installed and/or integrated by Seller under this
Agreement.
Compiter System Also System. A combination of Hardware and
Software Compcnents, including one or more central
processors, which together provide independent, fully
functional information services to one or more users through
the use of connected devices.
Date of Completion: The date on whicha separately identified Service is
rendered as had been agreed to between Buyer and Seller
Date of Installation: The date on which a Computer System, Computer
Product, or Modification is locatd at Buyer's Site(s) and is
operational per Manufihcturer's specifications or as otherwise
agreed to between Buyer and Seller, and standard
Documentation has been delivered by Seller to Buyer, as
defircd further herein.
Documentation: Information including user guides, technical guides and
training materials relating to the use and operation of
Hardware or Software. These shall be govemed by the same
License and use restrictions as Software Product(s).
Functional Specification: Any writen definition agreed to by Buyer and
Seller of the function of a Product or combination of Products
which results from Seller -provided Services.
Hardware Product: Also Hardware The specified tangible Components
of Comprter Equipment provided by Seller under this
Agreement and/cr for which Seller is providing Installation
and/or Integration Services. The term "Equipment" is used
interchangeably.
Implementation Schedule. A schedule mutually agreed to between
Buyer and Seller, included in this Agreement, which will guide
the order and timing of the installation, implementation,
compbtion and payment of all Products and Services being
provided under this Agreement.
Implementation Services (also Integration Services) Seller provided
Services to render specified Computer Products compatible and
fully operational in combination, for the performance of
specific Information Management System functions.
Information Management System: The total compicment of Computer
Products including one or more Computer Systems, which are
combined to perform certain desigiated functions.
Installation Services: Services which render an individual Computer
Product operational as per Manufacturer's specifications as
separate fromits potential integration or use with the compete
Information Management System, ("Intgration Services")
License. Buyer§ right to use specified Software as being purchased and
graned under this Agreement.
Manufacturer• Any company which creats Equipment, machines
and/or Software provided under this Agreement.
Modification: Also Custom Modification. Shall mean program and/or
functional alterations to any Software Product, which is then
treated as a Software Product for purpmes of this Agreement.
Re -Hosting: When Seller's proprietary Software Products and
Modifications thereto are relocated to other Computer
Equipment approved, supported and provided by Seller to
Buyer. (See Appendix B)
Re -Hinting Services: Seller proviled Services to relocate and render
operational Application Software and Buyer's data, onto
specified Computer Equipment.
Re -Lensing: When Seller's proprietary Software Products are re-
tocaicd to other Comptter Equipment not approved and
supported by Seller, or not proviled by Seller to Buyer. (See
Appendix B)
Seller's Representative. An officer of Seller designated by the president
of Seller to act as the official liaison between Seller and Buyer,
as needed for dispute resolution.
Services: Also Implementation Servees and Training Servbes. Services
which are designated in Schedule 1 as "on-site" will be
provided at Buyer's Site(s) Any Servbes not so designated
may be provided from Seller's location at Seller's sole
determination.
Keystone Information Systems, Inc.
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City of Yakima
Software Maintenance Fees: Amounts due from Buyer to Seller
annually for each Software Product, based upon Seller's
current published fee schedule for the user class category of
Buyer, and hours of coverage desired by Buyer, as charged
consistently among other organizations with similar Products
and sizing, for which Seller will provide the extended
warranty and services defined in Appendix D.
Software Prodtct or Module. Also Software or Product. Shall mean
computer programs that combined, perform a function such as
system operation, database management, etc That which is
being Licensed under this Agreement.
Additional Software Products: Shall be those Seller -owned
Software Products to be devebped by Seller for Buyer's use
subsequent to the execution of this Agreement.
Application Software A Software Product that perfcrms a
specific business operation such as accounting, student
scheduling, etc. May be a standard version or modified.
Database Software Also RDBMS Shall mean Third Party
Software which Software Seller may be proviling and/cr
proviling Servbes relat;d to under this Agreement. Such
software is the fundamental basis to the operation of
Application Software
Operating Software. Also Operating System. Shall mean
ThirdParty Software which Software Seller may be providing
and/or providing Servbes related to under this Agreement.
Such Software perfcrms basic functions of operating a
Computer System.
Standard Software Products: Shall be those Seller -owned Software
Products already functional and demonstrable at the time of
execttion of this Agreement.
Third Party Software Product: Shall mean Seller -supplied
Software thatis not proprietary to Seller, but is a Product of a
separate party for whom Seller is an authorized agent
Typically Operating Software and Database Software
Sublicensee Antler term for Buyer in this Agreement relative to
Buyer's use of certain Third Party Software Products, the
Licenses for which may be grantd under this Agreement.
Suppier• Antler term for Manufacturer in this Agreement as used in
Third Party Software Product Licenses and warranty terms
Test Period: Also Acceptance Perhxl: A period of time defiled in the
Implementation Schecble, Schedule 2, during which Buyer
may test and review Products and/or Servbes performed by
Seller before final acceptance as defined herein.
Trailing Services: Seller provided Servbes to instinct Buyer designated
personnel in the use and operation of the designated Products.
VAR. Another term for Seller in this Agreement relative to Buyer's
use of certain Third Party Software Products, the Licenses for
which are be ing grant d under this Agreement.
Keystone Infortnation Systems, Inc.
Page 3
City of Yakima
WHEREAS, Buyer has solicited propcsals for the purchase and
installation of Software and certain other Services to meet its current
information needs and
WHEREAS, Seller is engawd in the busiruess of seling Software Products
and Associated Services and assuring that Hardware and Software
Products are fully compatible, installing the same and providing
Implementation and Training Services for the operation thereof; and
WHEREAS, Buyer and Seller wish to reduce to writhg their Agreement
concerning their respective obligations in the provision of these Products
and Services.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, the parties agree as follows:
1. PURCHASE AGREIMENT/PURCI-IASE PRICE
Buyer agrees to purchase from Seller, and Seller, by its execution of this
Agreement, agrees to furnish to Buyer, on the terms and conditions
contained herein and on the following pages hereof, the following
Software Products and Associated Services ("Products" and "Services") as
listed in Schedule 1 of this Agreement, for the total purchase prices stated
there.
2. APPLICABLE TAXES
In cases where Seller is liabb and able to collect taxes there shall be
addedto any charges payable by Buyer under this Agreement an amount
equalto any and all applicable taxes, however designated, levied or based
on any charges payable under this Agreement for the sale or use of
Software Products and Services including, without limitation, state and
local priviege, sales, and use taxes and any taxes or amourts in lieu
thereof paid or payable by Seller in respect of the foregoing exclusive
only of business and occupation taxes and taxes based upon net incore
Any personal property taxes assessable on the Products after delivery shall
be borne by Buyer including any sales taxes which were not within Seller's
ability to charge for. Such Additional Charges shall be billed by Seller
before, or withn a reasonable time following payment of such taxes by
Seller, and shall be due and payable by Buyer promptly following billing
thereof, whetter or not such billing occurs following the Date of
Installation of the Software Product or the Date of Compbtion of Services
hereunder
3. PAYMUNT/INSTALLATION/ACCEPTANCE
Buyer agrees to pay the purchase price for the Products and Services
being purchased under this Agreement as defined in Schedule 1 of this
Agreement. For Products associated with installation or Implementation
Services, a mutually agreed to Implementation Schedule, included as
Schecble 2 to this Agreement, will guide the order and duration of the
installation, testhg, training, live -use and invoice payment of each
separate Product and Service being purchased under this Agreement.
The totalpurchase price for any Product or Service may be prorated over
the course of the installation or compbtion, and acceptance of thatProduct
or Service, as specified in Schedule 2, including an up front deposit
amount at time of execution of this Agreement. It is agreed that each
Product or Service may have its own Date of Installation or Date of
Compbtion and that payment on each individually shall be due
notwihstandingthe non -installation or non -completion of other Products or
Services. It is hereby understood that any Custom Modifications and/cr
Additional Software Products to be devebped under this Agreement, will
also be billed for, and paid, as separate items upon their installation.
Seller shall notify Buyer of the Date of Compbtion of each separate
Servbe by submiting an invoice for thatServi e
In accordance withthe Implementation Schedule, Seller shall notify Buyer
as soon as each Product is installed and operational. Seller shall notify
Buyer on the Date of Installation of each Hardware Product, Software
Product or Modification. At that time, the associated Product warranty
shall commence. After Date of Installation, it shall be Buyer's
responsibility to manage the Product environment, including supervision
and control of its use, security, System back-up, restart and recovery.
Acceptance
Buyer will then have specified periods of time, (Test Periods)
as defined in the Implementation Schedule, from Date of
Installation of certain Product(s), Modification(s) or groups of
such to review and test to determine that Product(s) or
Modification(s) is functioning as had been demonstrated, or in
accordance with Manufacturers' specifications, and to notify
Seller of any functional probbm. Seller will correct the
probbms withn this established Test Period or as soon as
possble.
When Buyer and Seller have compbted each Test Period and
correction(s), or if no probbms are reported in the operation of
the Product(s) or Modification(s) by Buyer during the
established Test Period after Date of Installation, that
Product(s), Modification(s) or group of such will be considered
accepted for all purposes under this Agreement, including any
relaed payments defined in the Implementation Schedule.
Seller and Buyer agree in good faith to use their best efforts to
compbte all testing and corrections within the established Test
Period from Date of Installation.
It is Seller's responsibility to enabb Buyer to test the functional
operation of any Product(s) or Modification(s) by virtue of
sufficiently instructing Buyer's designated staff member in the
operation of such, or by demonstration.
It is the responsibility of Buyer to test the Product(s) or
Modification(s) durirg the designated Test Period and to -
determine that it has sufficient training and knowledge to be
able to testthis, or to waive its right by lapse of the established
TestPeriod by absence of notification of Seller of any probbm,
at which pointProduct(s) or Modification(s) will be deemed to
be accepted for all purposes under this Agreement, including
payment. In any event the Product(s) will be considered fully
accepted when Buyer places the Product(s) in live production
use, and full payment for any balance due upon acceptance
will be consilered due immedate ly
At the conclusion of any Test Period, Seller will issue an invoice for the
associated balance due for thatProduct(s) or Modification(s).
Any invoice issued for a Product, Modification or Service shall be
consilered due within thirty (30) days if no objection or dispute is brought
to Seller's attention by Buyer within thatthirty (30) day period.
Buyer is not required to pay amounts in dispute provided: (I) Seller is
notified of the nature and amount of the dispute withn five (5) days of
receipt of Seller's invoice, (2) Buyer pays all amounts due that are not in
dispute; and (3) Buyer proceeds promptly in an effort to resolve the
dispute through discussion and, if necessary, through mediation as
provided for below.
Additional Charges will be invobed to Buyer as they are incurred by
Seller Such invoices are due for payment, in full, thirty (30) days from
date of invoice
Buyer agrees to pay a late payment chargp of one percent (1.0%) per
month on all undisputed amourts not paid when due Buyer also agrees to
pay all expenses of collection, including attomey fees incurred by Seller in
collecting accounts not paidwhen due
Buyer's failure to pay all amounts owed within sixty (60) days of the
issuance of an invoice, or to take action as stated above, (that is, to have
Keystone Information Systems, Inc.
Page 4
City of Yakima
raised a reasonable objection to an invoice within five (5) days of its
receipt) constitutes a breach of this Agreement by Buyer. As a
consequence of such breach, Seller may exercise its rights as provided
under the law Seller may also suspend all services being provided to
Buyer under this or any support agreements existing between Buyer and
Seller after giving a thirty (30) day notice that Services will be suspended
by reason of non-payment.
Buyer warrants and represents that it has the financial capability to
perform its obligations under this Agreement Any failu-e or delay of any
third party lending or financial insthrtion to provide timely and adequate
financing to Buyer does not relieve Buyer of its responsibility to remit
amounts payable to Seller when due.
4. SOFTWARE LICENSE
The partbs agree that payment hereunder conveys to Buyer a perpetual
non-exclusive, non -assignable License for the Software Products and
Modifications, including delivery of source code for Seller's Software
Products and Modifications, for use of such on the following Equipment, or
subject to the terms and condi-ions set forth below, other Equipment which
Buyer may subsequently acquie, and at Buyer's Site, or other site(s)
subsequently submtted to Seller in writing, to perform the information
processing needs of duly authorized entities only
MANUFACTURER. Compaq
MODEL. Alpha UNIX
SERIAL NUMBER: To Be Compbted Later
In the event Buyer subsequently acquires such other Equipment, this
Licerse shall only be validfor use on the other Equipment as provided for
below
Buyer shall notify Seller in advance if Buyer intends to purchase other
Equipment and Seller shall advire Buyer if the Software Products can be
operated on such Equipment and if Seller supports the Software on such
Equipment. If the Software Products can be operated and supported on
such Equipment, albeit with modifications, and Buyer purchases such
Equipment from Seller, Seller agrees to install same on the Equipment
provided thatBuyershallbe responsible for a standard Re-Horting fee, as
in Appendix B, for Seller's standard publshed price for that Software
Product in the category appropriate to Buyer's then current population of
users of Seller's Software Products, as well as the reasonable costs of
installation and any modifications necessary (Re -Hosting Services) to
adapt the Software Products to the new Equipment. In the event Buyer
transfers Software Products to Equipment not supported by Seller, or
Equipment not purchased from Seller, Buyer agrees to pay Seller the
equivalent of Seller's standard Re -Licensing fee, as in Appendix B, for
Seller's standard publshed price for that Software Product in the category
appropriate to Buyer's then current population of users of Seller's Software
Products, as well as the reasonable costs of installation and any
modifications which Seller might provide (Re -Hosting Services) to adapt
the Software Products to the new Equipment. However, in the case of
Equipment not supported by Seller, Seller is relieved from any warranty
obligation related to Software Products and any Servbes or support
obligations described in this Agreement or in an existing License Service
Agreement for thatre-located Software Product.
Buyer is purchasing a Licerse under this Agreement for the number of
combined simuianeous users of all Seller Software Products as provided
for in Schedule I The number of users can be increased by payment to
Seller of the appropriate upgrade fee as follows: The Buyer shall pay the
currently publshed price for the Software Product License in the higher
user category less the amourt previously paid for the Software Product
License.
Any additional Software Product License to be purchased from Seller by
Buyer which is not described in Schedale 1 of this Agreement shall be
purchased at the price category which corresponds to the resulting total
user population to be accessing all Seller Software Products Licensed, and
may be addedto the terms and condi-ions of this Agreement by either an
apperdix signed by both Seller and Buyer or Buyer's purchase order. If
this addition resuks in a higher user category as defined by Seller's then
current publshed prichg, Software Products previously Licensed to Buyer
must then be upgraded to the higher user category In case of such
upgrade, the Buyer shall pay the currently publshed price for the
Software Product Licenses in the higher user category less the amourt
previously paid for the Software Products Licenses.
Any Re-Hcsting fee, Relicensing fee, increased fee for a higher user
category or like fee or charw payable by the Buyer shall not exceed the
mostcompetitive fee or charge (from the Buyer's perspective payable by
other buyers for the same or substantially similar Produot(s) or Servbe(s)
under like circumstances.
Third Party Software Product:
Buyer also agrees to execute the standard agreements for the License of
Third Party Software Products purchased under this Agreement, and the
rights to use, assignment and transfer of those Products will be govemed
by those agreements. Those terms and conditions may be incorporated by
reference in this Agreement as Appendix C. Buyer is purchasing a
License under this Agreement for only the number of simultaneous users
of Third Party Software Products as provided for in Schedule 1
Buyer's License for both Third Party and Seller's Software Products does
not include the right to reproduce, publsh or permit use to other
organizations any Software Product or Modifications to be purchased or
devebped under this Agreement. Seller expressly reserves and Buyer
expressly consents that the entire right and title to such Software shall
remah with Seller or Manufacturer, and each has the exclwive right to
protect by copyright or otherwise, to reproduce, publish, sell and distribute
all such Software to anyone Buyer agrees to use reasonable controls to
protect the confilential nature of all Software furnished by Seller
Buyer shall not copy, nor permit any party to copy, Software Product or
any portion thereof except that Buyer is permitted to copy Product solely
for back-up or archival purposes, as necessary, but only with the
copyright and proprietary notices in the same form as affixed on the
original and with such copies remaining subject to the terms of this
Agreement. If Buyer is unable to operate Product on the designated
Equipment due to an Equipment malfunction, Product may be used
temporarily on other Equipment during the period of Equipment
malfunction.
If no successors, heirs or assigns, to Keystone Information Systems, Inc
exist at the time Keystone Information Systems, Inc. ceases to conduct
business, the Buyer's License herein shall survive, including the
restriction that Buyer shall not have the right to sell or otherwise transfer
rights or access to the Software Products to any other organization.
5. PROPRIETARY RIGHTS/
INFRINGEMENT INDEMNIFICATION
Buyer shall keep confidential and treat as proprietary such proprietary
information, which include trade secrets, as may be provided to Buyer.
Buyer shall use any information provided by Seller solely for the purpose
for which it was provided and shall observe the restrictions of any legends
marked thereon. It is specifically agreed by Buyer that Seller and Product
Manufacturers retain for themselves all proprietary rights in and to all
designs, engineering details and other data pertaining to any Products
and/cr Docunentation.
With regard to any proprietary information, Buyer shalt (a) Acquie no
title or interest therein; (b) Take sufficient steps to safeguard and protect
the contents of discbsure to any thirdparty, (c) Take appropriate action
by instmction or agreement with employees and others who have access to
the Prodtct(s) to satisfy its obligations hereunder.
Keystone Information Systems, Inc.
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City of Yakima
Seller warrants that the Product(s) being purchased under this Agreement
does not infringe on a United States patent or copyright and that Seller has
the agreement of appropriate Prodtct Manufacturer(s) for distribution of
such. And to thatend, Seller shall hold Buyer harmless from any damages
arising fromsuch claim Seller shall defend any claim suit or proceeding
brought agairst Buyer so far as it is based on a claim that the use or
transfer of Prodwt(s) and related material delivered heremder constitutes
an infringement of a United States patert or copyright, so long as Seller is
notified promptly in writhg by Buyer as to any such action and is given full
authority, information and assistance (at Seller's expense) for the defense
of any such claim or proceeding. Seller shall pay all damages and costs
awarded therein against Buyer but shall not be responsible for any
compromise made without its consent. In the event of a final judgnnnt
which prohibits Buyer's continued use of Product(s) by reason of
infrhgement of a United States patert or copyright, or if at any time Seller
is of the opinbn thatProduct(s) is likely to becone the cause of an action
for infrhgement of a United States patert or copyright, Seller shah at its
sole option and at its expense, either obtain the rights to continued use of
Prodtet(s) or replace or modify Prodtet(s) so thatit is no longer infringing,
or may discontinue use of the Prodwt(s) and accept its retum. If the
Product(s) is already purchased, Seller will grant Buyer a cash refund for
the amourt paid.
Seller hereby notifies Buyer of Seller's and Manufacturer's proprietary,
confidential and/or trade secret rights, and requies Buyer to comply with
the requiements impoTd by thissectbn.
Seller shall not be liabb for any claim, suit, or proceeding brought against
Buyer, so far as it is based on a claim that the Licensed Product(s), when
combined with other Hardware or Software Product(s), which are not
endorsed or approved by Seller to Buyer, constitute an infringement of a
United States patert or copyright. Hardware, Operating System Software,
and relational database software on which Seller's Products are operated
by Buyer are not the subject of this limitation on Seller's liabiity.
Notwthstandingany provsion in this Agreement or the attached Schedules
or Appendces to the contrary, no limitation on liabiity set forth in this
Agreement or the attached Schedules or Appendices shall apply to any
claimthatthe use or transfer of Product(s) and related material or services
delivered heretnder constitutes an infringement of a United States patert
or copyright.
6. CONFIDENTIAL INFORMATION
Buyer's computerized data and information for which Seller is providing
Services underthisAgreement shall be treatd as Confidential Information
by Seller All such Confidential Information will be safeguarded and kept
confidential by Seller during the term of this Agreement.
Buyer's Confidential Information shall be safeguarded by Seller to the
same extert thatSeller safeguards confidential material or data relating to
its own business.
Seller will not be liabb for discbsure of any information received by
Seller under this Agreement if: (a) The information is generally available
to or known to the publc, (b) The information was devebped by Seller
outside the scope of this Agreement, or; (c) The information was
discbsed to Seller by a third party.
Buyer shall not grant Seller access to any data or software programs
whichare not owned by Buyer or within Buyer's right to discbse Buyer
agrees to indemnify and to hold harmess Seller, its agents and employees
from any actions or claims for breach of this provsion, brought against
Seller, its agent and employees for copyhg, modifying or relocating
computer programs or data for Buyer. The indemnification herein shall
include, but not be limited to, payment of Seller's expenses in the defense
of any claim arising hereunder including attomey's fees and the payment
of any damages paid by way of award, settlement or otherwise
Buyer specifically makes the following representations and warranties
interding that Seller shall rely upon the accuracy of such representations
and warranties in agreeing to provide the Services set forth herein.
(a) Buyer knows of no prohibition against the copyhg or retrbving of
such computer programs and data, and
(b) Buyer is aware of no contract or agreement either written or oral
whichwouldprohbit the copyhg of such comptter programs and data, or
(c) Buyer is the owner of the complier programs and data which are
beingretreved, or
(d) Buyer has obtained writen permtsion from the owner of such
computer programs and data to permt Seller to perform the Services in
this Agreement.
In the event any Software Product resuls from Seller's Services under this
Agreement, which may be patentabb or copyrightable material, with the
exception of Buyer's converted Application Software and data, Seller shall
have the sole excltsive rights thereto.
The tangble property and tangble work products created by Seller
pursuant to this Agreement shallbelorg to Buyer.
However, all Systems, programs and specifications, and other materials
and Hardware owned by Seller or in the possession of Seller prior to
execution of this Agreement and used by Seller in conjtnction with Seller
provided Services, shall continue to belong excltsively to Seller whetter
or not they were specifically adapted by Seller for use by Buyer.
Any ideas concepts, know-how or techniques relating to data processing
devebped durirg the courx of this Agreement by Seller, or jointly by
Seller and Buyer, may be used by both partes separately and
indecendently, and shall not be subject to the restrictions above.
Any data or other materials furnshed by Buyer for use by Seller in
connection with the Services performed under this Agreement shall
remail the sole property of Buyer and will be held in confidence by Seller,
as provided for above.
Notting in this Agreement shall be construed so as to precede Seller from
devebping and marketing data processing materials which are competitive
with those prepared for Buyer heretnder, irrespective of whetter such
materials are similar or related to the data processing material(s)
devebped by Seller for Buyer pursuant to this Agreement.
7. CONSEQUENTIAL DAMAGES
Seller believes that the Products and Services furnished hereunder are
accurate and reliable However, the amounts to be paid to Seller under
this Agreement do not incluse any assumption of risk. Seller and Product
Manufacturer(s) shallin no event be liabb regardless of the form of the
action for loss of profit, goodwill or other special or inciccntal damages or
consequential damages whichmay arise or be asserted by Buyer or others
as a resuk of the performance of Services or failure of Products provided
by Seller under this Agreement whether or not relaed to a warranty, or
whether or not the possbility of such damages was discbsed to Seller or
could have been reasonably foremen by Seller or Product
Manufacturer(s).
Buyer furtler agrees that Seller will not be liabb for any lost profts or
consequential damages, or for any claim or demand, related to such,
against Buyer by any other party.
Seller's sole responsibility relative to Prodtet failure shall be as provided
for in the Warranty Section below.
Seller will maintain comprehensive general liabiity and automotive
liability and property damage coverage for injuries to persons and
property damage occurring during the performance of Services by Seiler
under this Agreement, with limit of one millbn dollars ($1,000,000.00) for
Keystone Information Systems, Inc.
Page 6
City of Yakima
injuries to persons and one million dollars ($1,000,000.00) for damage to
property Said insurance shall constitute Seller's sole liablity for said
injuries and damages.
8. WARRANTY
Seller warrants that Products provided under this Agreement will be free
from defects in workmanship, material and operating faihre from
ordinary use under the terms and warranty period specified for each
Product below and in Appendix C, and will conform to applicable
Manufacturer's specifications prevailing when shipped, from date of
shiprrent of Products.
Seller Software Product warranty.
Seller's sole responsibility for Seller's proprietary Software Products under
this Agreement, for a warranty period of thirty (30) days following each
date of acceptance defined in Schedule 2, or commencement of live use,
whichever is sooner, shall be to modify, repair, correct or replace the
Software as delivered to Buyer so thatthe modified, repaired, corrected or
replaced Software conforms to the specifications agreed upon between
Buyer and Seller It is Buyer's responsibility to notify Seller in writhg of
any defects discovered by Buyer during the thirty (30) day warranty
period.
Buyer may optionally elect to extend this warranty under the terms of
Seller's Licerse Service, which may be included here as Appendix D of
thisAgreement. The terms and condtions of such extended warranty are
specifically identified in thatLicense Service agreement.
Third Party Software Prodwt warranty-
With
arranty
With regard to Third Party Software Products, warranty terms and
conditions not stated in this Agreement shall be as provided for in the
separate warranty or License agreement presented to Buyer for the use of
those Products.
Seller and Third Party Prodwt warranties:
Seller's obligations hereunder shall be limited solely to the terms and
condtions provided here and in each Product warranty presented to
Buyer. These warranties and Seller's liability thereunder are expressly
condiioned upon Buyer's proper use, management and supervision of the
Products.
Buyer agrees to accept the Products and the warranties applicable thereto,
under the terms and condtions specified therein. With respect to
warranty, Buyerfurticr agrees to be solely responsible for• (1) Selection
and use of the Products to meet Buyer's needs and to achieve Buyer's
intended results; and (2) The selection, use and resut of any other
products usedwiththese Products. Product Manufacturers do not warrant
thattheir Products will operate in any combination selected by Buyer.
Product Manufacturers shall neither have responsibility for, nor be liabb
in contract, tort or otherwise, for any product which is provided or
licensed by Seller for use with that Manufacturer's Products, and such
products are provided solely under the Manu&eturer's warranty, or any
provided by Seller
All warranties are conthgent uponproper use of the Product(s) and each
Component. These warranties will not apply. (1) If any Standard Software
or Third Party Software Component has been modified by Buyer without
the consent of Seller; or (2) Where Buyer is not substantially in
compliance with its obligations under this Agreement; or (3) When
Software or Hardware have been added to the System, without an
executed amendment to this Agreement.
The warranties contained hereh are in lieu of all other warranties,
express or impled, as to the condition, merchantability, fitness for a
particular purpose, or for any other matter concerning the Products or its
use or performance Buyer hereby waives any claim it may have against
Seller for any loss, damage, or expense of any use or maintnance
thereof, or for any servicing or adjustment thereto, not expressly covered
by the warranties contained herein.
9. MODIFICATIONS BY SELLER
Modifications to the Software Products, which Seller has agreed to provide
at a price or hourly rate agreed to in Schedule 1 shall be covered under
the License and other terms of this Agreement and shall be provided by
Seller based upon the specifications agreed to between Seller and Buyer
and appended herein as Appendix A. Any Modification to Products which
is not referenced in Appendix A at the time of execution of this
Agreement will be addressed later in a written Functional Specification,
agreed to between Buyer and Seller and quoted to Buyer at Seller's then
current hourly rate, or at a fixed price, and will then be considered
appended to this Agreement.
10. MODIFICATIONS BY BUYER(DERIVATIVE WORKS
Buyer shall have the rightto modify Seller's proprietary Software Products
and may combine such Modifications with Seller's Software Products.
Suchwillbe termed "Derivative Works" of Seller's Software Products and
will be govemed by the License terms of this Agreement. Buyer may
operate these new programs on the specified Equipment. Any
Modifications by Buyer will relieve Seller fromwarranty obligations to the
extent that any Hardware or Software failures due to Software
Modifications made by Buyer shall be the responsibility of Buyer, and any
expenses incurred as a result of such failure shall be borne by Buyer.
Buyer expressly agrees to include Seller's copyright notice and proprietary
notice on all copies of Software Products, in whole or in part, in any form
made by Buyer in accordance with the License
11. IMPLEMENTATION SERVICES
Seller agrees to provide all Services identified in Schedule 1 to integrate
and render operational, for specified purposes in the total Information
Management System, each item of Software and Equipment identified in
Schedule 1, with payment by Buyer of any associated integration fee in
Schedule 1 Fees for integration shall be billed for and paid as separate
items for each associated Component of Equipment or Software as it is
rendered useful with the total Information Management System. The
order and timing of Services and payments will be defired in Schedule 2.
12. TRAINING SERVICES
Seller agrees to provide training to personnel selected by Buyer at a rate
specified in Schedule 1 for each segment of training provided. Buyer
agrees to purchase at leastthe amourt of training as defired in Schedule 1
Additional training may be purchased at Seller's current rate
13. SOFTWARE MAINTENANCE
A separate License Service Agreement will be provided by Seller for the
extension of Software Product warranties and for continuing support and
update of Software Products purchased under this Agreement Seller shall
assume no responsibility for update and revision to Software Licenses sold
hereh, beyond the warranty terms described hereh, except as defired in
a separate License Service Agreement. Suchmay be incorporated hereh
as Appendix D
14. PROJFCTLEADFRS
Buyer and Seller shall each designate one individual to serve as primary
contact person for all issues pertinent to the implementation of Products
and Services and the fulfilment of obligations covered under this
Agreement, as well as managing the on-going relationship between Buyer
and Seller, and securing the full cooperation of Buyer's personnel
necessary for the implementation of Products and Services under this
Agreement, including for training and for entry of requred data which is
not avaihble for automated conversion from Systems beingreplaced. The
responsibilities of the respective designated project leaders shall be to
Keystone Information Systems, Inc.
Page 7
City of Yakima
serve as the single point of contact between the organizations, and to
coordinate all necessary resotrces and staff in the employ of each
respective organization, which are required during the cour of the
implementationof Prodtets and Servees covered under this Agreement.
The respective project leaders will also obtain the proper authority from
within his/her organization for tasks such as final approvals and
acceptance of Prodtcts, Servees and invoees, as well as definition and
agreements between Buyer and Seller on Functional Specifications.
15. SELLER'S STAFF
Seller's staff is not, nor shall it be deemed to be, at any time during the time
of this Agreement, the employees of Buyer.
Seller willbe solely responsible for payment of all compensation owed to
Seller's staff assigned to Buyer under this Agreement including payment, if
any, of employment related taxes and Workmen's Compensation
Insurance.
Seller shall have the right to determine which of its staff be assigned to
perform Servees for Buyer under this Agreement, and shall have the sole
right to re-aign any staff person. Buyer may request to remove any
individual from an assignment for cause, upon reasonable notice Upon
suchnotice, Seller will make staff substitution as soon as is practical, and
will afford Buyer the opportunity to interview the proposed replacement
staff
For work assignments which do not have a written Functional
Specification, and are on a time and materials rate basis, Buyer shall be
responsible for the technical direction and review of the Services
performed by Seller's staff, and shall appoht a representative to carry out
this responsibility Seller shall be responsible for supervision and general
control of its staff and of the supervision of work assignments with
prevbusly defiled Functional Specifications. Buyer shall promptly notify
Seller of any problems needing Seller's management attention.
Both Buyer and Seller agree that neitler shall directly or indirectly solicit
for employment, employ or otherwise retain, even on a part-time,
temporary basis, staff of the other during the term of this Agreement, nor
for a period of one (1) year after termination of this Agreement unless
mutually agreed to by both partes in writhg.
16. OPERATING SUPPLIES
Buyer will be responsible for the acquisition of and payment for any
pre-prinnd forms, and all other supply items such as disk packs, magnetic
media, cards, stock paper, ribbons or other consumable accessories or
supplies as may be requied for use of the Products.
17. ENTIRE UNDERSTANDING
This Agreement contains the entire understanding of the partes and is
intended as a final expression of their agreement and a compete statement
of the terms thereof whichsupersedes all proposals, oral or written, and all
other communicationsbetween the partes relating to the subject matter of
this Agreement. The terms and condtions of this Agreement shall prevail,
notwthstandung any variance with the terms and conditions of any order
submitted by Buyer subsequent to this Agreement.
18. AMENDMENT
This Agreement shall not be modified except by an instrument in writing
executed by an officer of each Buyer and Seller Additions to the
Schedules and Appendices may be made as provited for hereh.
19. TERM AND CANCELLATION
The term of this Agreement shall be until both partes have fulfiled their
respective obligations hereunder Buyer and Seller reserve the right to
terminate this Agreement with cause, subsequent to use of the Dispute
Resolution and Mediation processes set forth below. Any agreement
between the partes as to cancellation shall be in writing and executed by
an officer of Seller and Buyer.
Cancellation:
Seller shall be entitled to retain any deposit made by Buyer, as provided
for in Schedule 2, and Buyer shall pay all reasonable charges for Product
delivered and Servees provded throtgh the date of termination, with the
amourt of the deposit made by Buyer appled to these. If the full purchase
price for a Produxt has not been paid by Buyer to Seller at such
termination, Seller shall be entitled to take possession of any Product(s) in
which it may have security interest. Software Product(s), Modification(s)
and related materials, govemed under the License terms of this
Agreement, shall be returned to Seller and expunged from Buyer's
System, including copies of programs and source code on magnetic media.
Seller may requre a sworn affidavit to verify destruction of such Licensed
Products. If a Software Product or Modification has been paid for in full,
and Buyer retains use of such, yet terminates this Agreement, the terms of
Software Licerse stated in this Agreement shall survive suchtermnation.
20. VALIDITY OF AGREEMENT
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby
Any provsions of this Agreement which are heldto be too broad in scope
shall be reduced only to the extent requied to makethemenforceable
21. GOVERNING LAW
This Agreement willbe govemed by the laws of the State of Washington
and for all purposes shall be construed in accordance with and governed
by the laws of the State of Washington.
22. LIABILITY AND DEFAULT
If either party to this Agreement shall commt a breach of any warranty,
covenant or agreement contained herein and fail to take action to remedy
such breach within thirty (30) days after written notice, the other party
may, in addition to any other remedes it may have, termnate this
Agreement by writen notice, using the terms of cancellation outthed
above.
No action arising out of this Agreement, regardless of the form of action,
may be brought by either party more than three (3) years after the cause
of action has accrued.
Irrespective of the above limitation on suit, an actio for non-payment may
be brought by Seller withh three (3) years fromthe date of lastpayment.
A term or condtion of this Agreement can be waived only by written
consent of both partes.
No delay or failue by a party to exercise any right under this Agreement,
and no partial or singe exercise of that right shall constitute a waiver of
thator any other right unless otherwise expressly provided hereh.
Keystone Information Systems, Inc.
Page 8
City of Yakima
Forbearance or indulgence by either party in any regard shall not
constitute a waiver of the term or condtion to be performed and, until
performance of
the termor condtion is compbte, the other party may invoke any remedy
available under the Agreement or by law, despie such forbearance or
indulgence
23. FORCEMAJEURE
Neitler Buyer nor Seller shall be liable to each other or to any third party
for failure to perform its obligations under this Agreement, or for any
delays arising out of cause beyond the reasonable control of Buyer or
Seller such as an act of God, war, civil distwbance, strike, work stoppage,
transportation contingencies, power faikres, laws, regulations, ordinances,
acts or orders of any govemmental agency or official thereof. Both
partbs shall use their best efforts to resolve any such occurrences in a
manner as will be fair and equitable to bothpartes.
24. DISPUTE RESOLUTION
Any dispute between the partbs herein which is not resolved in the normal
course of business, or as otherwise provided herein, shall be resolved as
follows: (a) Within ten (10) working days from the sending of written
notice by either party, Seller's project leader and Buyer's project leader
shall meet and attempt to resolve the disptte; (b) If the dispute is not
resolved to the satisfaction of both parties within ten (10) days of said
meeting, then the dispute shall immediately be submitted to Buyer's
Representative and Seller's Representative for an attempted resolution; (c)
If the dispute is not resolved pursuant to the foregoing procedures within
thirty (30) days of the initial written notice, Buyer's Representative and
Seller's Representative, Buyer's Chief Executive Officer and Seller's
President shallmeetto attempt to resolve the issue; (d) If the dispute is not
resolved within sixty (60) days of the initial written notice, then either party
may commence mediation as specified under "Mediation" below, which
course of action must be entered upon by both partes before any legal
action may commence
Except where clearly prevented by the area in disptte, both partes agree
to continue performing their respective obligations under this Agreement
while the disptte is being resolved.
25. MEDIATION
If a dispute arises out of or relates to this agreement, or breach thereof,
and if the dispute cannot be settled through negotiation, the parties agree
irst to try in good faith to settle the dispute by mediation administered by
the American Arbitration Association under its Commercial Mediation
Rules before resorting to arbitration, litigation, or some other dispute
resolution procedure. However, nothing herein shall prevent either
party from taking appropriate legal action to enforce this Agreement or
recover damages in the event of an alleged breach. However, nothing
herein shall prevent either party from taking appropriate legal action to
enforce this Agreement or recover damages in the event of an alleged
breach.
26. GIVING NOTICE
Any notices under the Agreement shall be in writing, delivered in person
or by certified retum receipt requested mail, by hand delivery or overnight
courer to the address set forth above, or to such other address as the
partbs may hereinafter substitute by written notice given in the manner
prescribed in this Article. Notices shall be deemed as given when
received.
27. CONSTRUCTION
Title and paragraph headings contained in this Agreement are for
convenient reference only The words contained shall not be held to
modify, amplify or aid in the interpretation of, and do not constitute part of
this Agre ement.
This Agreement may be executed in any number of counterparts, each of
whichshallbe deemed to be an original and all of which shall constitute
together one and the same agreement.
28. ASSIGNMENT
This Agreement is not assignable without permssion from Seller Any
attempt to assign any rights, duties or obligations which arise under this
Agreement without suchpermsion shall be void. Seller shall be entitled,
upon giving prior written notice to Buyer, to assign this Agreement and
Seller's rights hereunder, to any parent, subsidiary, affiliates or agent
thereof; provided that any such assignment by Seller shall not relieve
Seller of its obligations under this Agreement
29. BINDING EFFECT
This entire Agreement shall be binding upon and inure to the benefit of the
partes herein, their successors and assigns, and legal representatives
Keystone Infotiitation Systems, Inc.
Page 9
City of Yakima
Schedule 1
Schedule of Purchase Prices
PRODUCTOR SERVICEDESCRIPTION
..
.....
Blacksmith FUSION GUI License
PURCHASE
PRICE
,Standard Software Product
100 concurrent user license for upgrade from Infocul GV series Financial modules to
LOGIC Financials Includes: Budget Preparation, Budget Control, Purchasing,
Accounts Payable, Check Reconciliation, Cash Receipts, General Ledger, Capital
Projects Tracking and Financial Report Writer
$ 18,000. 00
100 concurrent user license for upgrade from Infowl GV series Miscellaneous Inmicing
to LOGIC Miscellaneous Invoicing and Accounts Receivable
9, 600 00
Subtotal Standard Software Product
$27, 600.00
Standard Software Proditcatevievv. Training
LOGIC Financials Product Review (I day)
$800.00
LOGIC Miscellaneous Invoicing and Accounts Receivable Product Review (1 day)
800 00
LOGIC Financials Training (5 days)
4,000.00
LOGIC Miscellaneous Invoicing and Accounts Receivable Training (1 day)
800. (X)
Subtotal Standard Software Product Review and Training Services
$ 6,400.00
,
, , • Ito Oeroentofioo- Services
Software/System Installation & Configuration Services (2 days)
$1,600.00
Estimated Data Conversion (8 days)
6,400.00
Additional Training and Assistance for use ofLOGIC Financial Report Writer (2 days)
1,600.00
Consultation or Definition of Desired Third Party Software interfaces (5 days)
4,000 00
Subtotal Implernentation Services
$13,600.00
-Software' IlVio di Ma ti °Us
• • Ay
Estimated cost for Accounts Receivable revenue account posting sdection, option at
invoicing Or payment receipt (Estimated chargeable effort 2 days)
$1,600.00
Estimated cost for Accounts Receivable Cash drawer interface (Estimated chargeable
effort 2 days)
1, ma 00
Estimated cost for Accounts Receivable Classification c f Invoices placed with collection
agencies (Estimated chargeable effort 3 days)
2,40000
Subtotal Estimated Software Modifiaztions
$5,600.00
Total Software and Associated Services
$53,200.00
OpiionairProducts:ond.Stpuot
,
..
.....
Blacksmith FUSION GUI License
$300.00 / Pt user
$175.00 each
additional user
Keystone Information Systems, Inc.
Page 10
City of Yakima
Schedule 2
Implementation Schedule
This schedule is intended to guide the order and timing of events and objectives, and is subject to on-going revision as
agreed upon between Buyer and Seller. Certain dates (such as for data conversions or Modifications) cannot be completed
until completion of the Product Review Meeting for that application area.
Keystone Information Systems, Inc.
Page 11
. TASK
'T'ASK IF1I NCE.
ASSIGNED
Eli ECtI
DATE
ACTUAL:.
DATE.
Contract Award
KIS / CY
Deposit, 30% of
contract value =
$15,960.00
Assignment of Project Leaders
KIS / CY
1St Week
KIS =
CY =
Configuration of Server with.
Installation of Seller environments /
products. Install Seller's Standard
Products (2 Days)
KIS
2nd Week
Implementation Fees:
$1,120.00
Product Review Meeting -
FINANCIALS (1 Day)
KIS t CY
2"" Week
$9,000.00 (50%)
Product:Cicense Fee +
$560.00 each :day
used (includes
deposit) + travel
expenses
Delivery of Authorization
Documents
KIS
4t' Week
Authorization to Proceed
CY
5th Week
Delivery of Data Conversion
KIS
7th Week
Delivery of Modifications
KIS
User Training — FINANCIALS
(3 Days)
KIS / CY
8th Week
$560 00 each day used
(includes deposit) +
travel expenses
Validation: Begin Acceptance Test
Period — FINANCIALS
CY
9th Week
Data Conversion Fees *
End Acceptance Test Period —
FINANCIALS
CY
13th Week
20% Product License
Fee: $3,600.00
Live Use — FINANCIALS
CY
13th Week
Begin Software Maintenance
Coverage — FINANCIALS
CY
17th Week
$ — Prorated for Fiscal
Year
Additional User Training —
FINANCIALS REPORT WRITER
(2 Days)
KIS / CY
17th Week
$560.00 each day used
(includes deposit) +
travel expenses
Product Review_ Meeting: -
Misceitaneous invoicing and
Accounts Receivable (1 Day)
KIS t CY
2"d Week
$4,800:00 (0%)
Product Lieense Fee +
` $560:00: each .day
used (lnctudes_
deposit) + travel
expenses. ..... _ ...,
Delivery of Authorization
Documents
KIS
4th Week
Authorization to Proceed
CY
5th Week
Delivery of Data Conversion
KIS
Delivery of Modification: (2 Days)
KIS
6th Week
$1,120.00 — Estimated
Keystone Information Systems, Inc.
Page 11
City of Yakima
TASK
TASK J kR NCE.
ASSIGNED
ExW
DATE:
:ACTUAL
DATE.
I .
Accounts Receivable revenue
account posting selection option at
invoicing or payment receipt.
Delivery of Modification: (2 Days)
Accounts Receivable Cash Drawer
Interface
KIS
7`h Week
$1,120.00 - Estimated
Delivery of Modification: (3 Days)
Accounts Receivable Classification
of Invoices Placed with Collection
Agencies
KIS
8th Week
$1,680.00 - Estimated
User Training — Miscellaneous
Invoicing and Accounts Receivable
(1 Day)
KIS / CY
9th Week
$560.00 each day used
(includes deposit) +
travel expenses
Validation: Begin Acceptance Test
Period — Miscellaneous Invoicing
and Accounts Receivable
CY
10`h Week
Data Conversion Fees *
End Acceptance Test Period —
Miscellaneous Invoicing and
Accounts Receivable
CY
14`h Week
20% Product License
Fee: $1,920.00
Live Use — Miscellaneous Invoicing
and Accounts Receivable
CY
14`h Week
Begin Software Maintenance
Coverage — Miscellaneous Invoicing
and Accounts Receivable
CY
18`h Week
$ — Prorated for Fiscal
Year
Product Review Meeting —
Budget Preparation (1 Ray)
KIS t Cl'
TBD,
$56G_M each day :.
Used. (includes
deposit) + travel
expenses
Delivery of Authorization
Documents
KIS
Authorization to Proceed
CY
Delivery of Data Conversion
KIS
Delivery of Modifications
KIS
User Training — Budget Preparation
(1 Day)
KIS / CY
TBD
$560.00 each day used
(includes deposit) +
travel expenses
Validation. Begin Acceptance Test
Period — Budget Preparation
CY
Data Conversion Fees *
End Acceptance Test Period —
Budget Preparation
CY
Live Use — Budget Preparation
CY
Begin Software Maintenance
Coverage
CY
$ — Prorated for Fiscal
Year
* Fees for data conversion will be billed per file as completed.
Terms Reference. Each Product (Application Area) goes through the following process'
1 Product Review' Charged against pool of days for that application. This is a thorough
review/demonstration meeting with project leaders and appropriate personnel to make decisions
Keystone Information Systems, Inc.
Page 12
City of Yakima
with regard to implementation and use of the installed module The process will identify forms
and reports needed; formulate functional specifications for necessary modifications to software;
and to gather and review data intended for electronic conversion.
2. Authorization Documents (Also Review Documents). Detail the findings of the Review Meeting,
itemizing requested Modifications, data to convert, and report/form formats, with their associated
costs, for acceptance or waiver. This document also refines details of any Modifications
previously quoted and refines the Implementation Schedule, as appropriate.
3 Authorization to Proceed All work is contingent upon formal sign -off Delay in so doing may alter
delivery time frames.
4 Data Conversion. Time allotted for Seller to perform data conversions.
5 Modifications Time allotted for Seller to construct Modifications
6. Validation. Time allotted for Buyer to verify converted data and/or installed Modifications.
7. Training. Time allotted for user training, with necessary modifications operating, data installed,
tables set-up, etc. Charged against pool of days for that application
Keystone Information Systems, Inc.
Page 13
City of Yakima
Appendix A
Seller Provided Software Modifications
This form will be used for the specification and approval of all Software Modifications
not specifically enumerated at time of execution of this Agreement.
statement of work
CLIENT NAME: DOC. NO.:
PROJECT NAME: PROJECT NO.:
REQUESTED BY: DATE:
This Request Amends Agreement No.: Change
No.:
Description of Change:
Programs Affected
ESTIMATED CHANGE REQUIREMENTS:
Hours of Design and Coordination
Hours of Coding
Hours of Testing
Estimated Cost
Hours of Documentation
Hours of Other
Client P. O. No.:
Estimated Completion Date based on Client Sign -off on or before
CLIENT APPROVAL
Keystone Information Systems, Inc.
Page 14
City of Yakima
Approved By: Title: Date:
KEYSTONE APPROVAL
Approved By: Title: Date:
Keystone Information Systems, Inc.
Page 15
City of Yakima
August 28, 2001
Mr. Rick Pettyjohn
City of Yakima
129 North 2"d Street
Yakima, WA 98904-2632
Dear Mr. Pettyjohn:
With regard to our previously presented proposal we would like to submit the following clarifications and re-
distribution of estimated service estimates. The information below is reflected in the Itemization of Products and
Services (Schedule 1) in the updated contract we have submitted.
Based on the City's initial intentions to initially implement something less than full capability for all the sub -
modules contained in our Financials product, we believe that training should be accomplished in less than the
noinially prescribed number of days. Specifically we would expect to reduce training by 2 days by virtue of not
fully implementing the purchase order, invoice entry and accounts payable and cash disbursements processing
programs. We would recommend that these days be reassigned to additional report writer training and assistance to
the City's staff in start-up efforts to reproduce currently processed accounting and budget reports.
Additionally, based on what is expected to be a reduced conversion effort (based on lack of need to convert certain
data and forms such as purchase orders and check formats) we anticipate that data conversion can be achieved in
approximately 5 days less than the 13 days initially allocated to data conversion. We would recommend that these
5 days be allocated to consultation and definition of required external software interfaces.
With regard to our initial proposal and our subsequent discussions, we continue to recommend that a budget of 20%
(approximately $10,000.00) of the identified project cost be established by the City to cover items that are not
specifically definable until the project has commenced. These would include actual production of required software
interfaces to the City's other installed software and hardware products, production of specific City reports, and any
other modifications the City may deem beneficial. Please note that with regard to the above mentioned interface
programs and specific reports, these are especially considered to be "joint effort tasks" in conjunction with the City
MIS staff. We are confident that the amount of Keystone service time proposed, when combined with the related
efforts of the City staff, should be adequate to complete a successful installation. Since Keystone's billing will be
based on a service days "as actually supplied" basis, the City should be in the position to control the total amount
due to Keystone, based on the ratio of tasks allocated to it's own MIS staff.
Included below is a further clarification of software capabilities specifically identified in our demonstration and
discussions and how these capabilities would relate to our contract agreement. All of the items below specifically
apply to our proposed Miscellaneous Invoicing and Accounts Receivable software module. All other specialized
software capabilities desired by the City (such as interfaces to other software products, or equipment or specific
desired reports) beyond those that have been demonstrated would be produced via utilization of the recommended
20% change order (Work Statement) budget and/or via the City's staff following appropriate training provided by
Keystone as to the use of our proposed products.
1. Need for recurring invoice creation, printing and tracking
No Charge — See below
The city has invoicing requirements whereby in multiple instances, a particular service or fee is billed to a
specific group of customers. This charge will be billed again repetitively (i.e., again each quarter) to essentially
the same group of customers. Since these groups of customers can reach numbers of 100 and greater, it is
desirable not to have to re-enter each individual invoice on each billing occasion, but rather to have a method
where entire related groups of recurring invoices to the same customers can be produced with minimal entry.
Keystone Information Systems, Inc.
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City of Yakima
This "recurring invoice" capability is one that has previously identified by Keystone and our users as an
intended enhancement to our Accounts Receivable module; as such we will provide a basic capability to our
standard module prior to, or in conjunction with the City's implementation, under general version maintenance
release and at no charge to the City. The software provided will enable the designation (identification code
field) of invoices, or customers as earmarked for repetitive billing. Ability will be provided to add or delete
new invoices / designations as required prior to automated production of invoices. Identification will also be
provided to stipulate a type of service involved so that groups may be selected for billing as appropriate.
Likewise an ability will be provided to enter a standard statement prior to printing that will appear on all the
invoices in the group being invoiced.
Any accommodations required beyond those described above would be provided under standard provisions for
chargeable authorized customer Work Statements.
2. Ability to post both previously billed (miscellaneous accounts receivable module bills) payment receipts
and non -billed (or billed through systems other than Keystone) receipts from within the same cash
receipts program.
No Charge — See below
This "multi -type payment posting" capability is one that has previously identified by Keystone and our users as
an intended enhancement to our accounts receivable module, as such we will provide a basic capability to our
standard module prior to, or in conjunction with the City's implementation, under general version maintenance
release and at no charge to the City. Ability, will be provided to enter a customer's payment as owing from a
miscellaneous invoice produced on the Keystone system and complete and accounts receivable posting against
the appropriate invoice. Capability will also be provided within the same entry program, to enter other types of
payments, along with associated payee, and identify them by a classification code (i.e. G/L account code or
abbreviated account code) as to the fee / item designation for the money being collected. These amounts will
then be totaled and printed upon daily close-out /posting so as to provide source for input of posting amounts
into other accounting systems where applicable.
3. Identification of Accounts Receivable customer entries for invoice adjustments and / or write-offs
No Charge — See below
As a result of our discussion regarding this capability (Miscellaneous accounts receivable adjustment type
identification), we are classifying this capability as a new intended enhancement to our Accounts Receivable
module as we will provide a basic capability to our standard module prior to, or in conjunction with the City's
implementation, under general version maintenance release and at no charge to the City. Added to the program
will be a table driven field to codify a transaction as an adjustment, and /or write-off and attach a specific
description if desired. Ability to complete these types of entries will be limited only to designated users via
system security provisions.
4 Need to designate by type of transaction, whether General Ledger revenue account posting should occur
when bill is created, or when payment amount is received.
Partial charge estimated at $1,600 — See below
As a result of our discussion regarding this capability (revenue posting transaction designation), we are
classifying this capability as a program option within our Accounts Receivable module. This capability might
be of use to some other Keystone customers; as such we will provide a basic capability to our standard module
in conjunction with the City's implementation, under general version maintenance release. We will bill only
50% of the time utilized to produce this modification up to an amount not to exceed $1,600
Added to the program will be the ability to associate a default code for (bill on invoice or bill on payment)
with each type of service code billed when invoices are produced. This code field will permit customer override
on any given invoice entry as desired.
Keystone Information Systems, Inc.
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City of Yakima
5. Cash Drawer interface to control cash drawer including ability to display amount of change due back to
customer.
Estimated cost is $1,600
This capability will be designated as an identified modification in the contract. The City staff will supply
Keystone with cash drawer product information including necessary ASCII character "escape codes" for drawer
control.
6. Customer / Invoice Classification as Turned over to Collection Agency
Estimated cost is $2,400.
This capability will be designated as an identified modification in the contract. The capability will be added to
enter a classification code that amounts owed by customer have been turned over to collection agency and
produce report by agency indicating customer amounts and associated dates that have been given to the agency
for collection.
Hopefully the above infounation above along with our related contract will prove sufficient to enable you and the
City to move forward with the authorization of this project. Please note that receipt of a signed contract and
required 30% deposit is required in order to obtain a secured commitment from Keystone to begin the project. If
there are any further issues please notify me at once so that I may respond, since time is now becoming a critical
factor if we are to meet your expectations for a January 2002 system cutover.
Sincerely,
Charles D. Hensley
Sales Manager, Keystone Information Systems, Inc.
Government & Education Systems
Keystone Information Systems, Inc.
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City of Yakima
Appendix B
SOFTWARE LICENSE REDESIGNATION FORM
Buyer's Permissionto Re -locate Seller Proprietary Software
Buyer has ne gotiatedwith Selbr a fixed amount for the tra afer of License of twenty-five percent (25%) or fifty percent (50%) respectively (bated
on the cribria setforth herein) of the initial License purchase amounts paid by Buyer regardless of changes in general pricing made by Selbr The
availability of License for Software Prodnct(s) made avaiable to Buyer will be subjct to Seller's general avaiable offering at the time of the desied
relecationof Software
This form is used to redesignate Software Product Licenses to operate on other Computer Equipment. The original
Software License specifies a non-occlusive, non -assignable License for use on a designated central processing unit(s).
To redesignate Licensed Software Products to other Equipment, this form must be submitted to Keystone, with the
appropriate fees, and will reference the terms and conditions of existing Software License.
INITIAL USER/PROCESSOR
Organization Name Name of Customer
Address Address of Customer
Contact Name Telephone
CPU Type/Model on which licenses were granted under original Software License Agreement:
(Insert Type/Model)
The terms and conditions of the previously executed agreement(s), dated remains in effect.
Licensed Software. Products Names
116.
Revision Numbers
UPGRADE/NEW/ADDITIONAL PROCESSOR
CPU Type/Model the Software Product will be used on (Insert Type/Model)
CPU Serial Number the Software Product will be used on To Be Completed Later
By signature, Buyer agrees to terms and conditions of the originally executed License agreement referred to above
and to operate Licensed Software Products only on the CPU(s) herein designated.
Keystone Information Systems, Inc.
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Client.
Keystone Information:: Systents
•
Signature
Printed Name
Title
Date
Redesignation Fee
$
Keystone Information Systems, Inc.
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City of Yakima
FEES FOR SUBSEQUENT RELOCATION OF
KEYSTONE APPLICATION SOFTWARE
The chart below is included to show Seller's standard policy for the reassignment of Seller's
Application Licenses to a Computer System (one or more central processing units and associated
peripheral Equipment) other than the one(s) originally designated for the License as provided for
under contract agreement between Buyer and Seller. The areas with which costs are associated in
relocating Seller's Application Software from one Computer System onto another fall into two
categories:
a. Software Re -Licensing or Re -Hosting: Provides for Buyer to legally re -designate the
Computer System on which Seller's Software Products are to continue to be operated. These
differ in that they are employed based upon Seller's ability to benefit from the sale of new
Computer Products to be designated in the Re -license.
b. Re -Hosting Services: These are the Services associated with any technical effort which is
applied to the conversion/migration of the Application Software programs and/or data to a
different type of Computer System, (one which is running a different database and/or
Operating System). These charges are quoted by Seller as appropriate to each technical
effort.
Seller has the option to discontinue License Service if it does not wish to support a new platform to which Buyer is Relocating
Software. In the event that Seller takes this option, it must notify Buyer within thirty (30) days of Buyer's notification to Seller of
planned Software Relocation, and in such case, Seller is not eligible to collect a Relicensing fee.
• The purchase of Rehosting Services is in addition to Relicensing or Rehosting fees.
Keystone Information Systems, Inc.
Page 20
RE -HOSTING FEE
RE -LICENSING FEE
COMPUTER SYSTEM./
OPERATING SYSTEM
PROCURED
COMPLETE CONFUTER
SYSTEM(S)°PURCHASED
FROM SELLER
COMPLETE COMPUTER
SYSTEM(S) ISNOT
PURCIIASED FROM SELLER
PROCESSOR CHANGE TO ONE WHICH IS
BINARY COMPATIBLE WITH ORIGINAL
PROCESSOR AND REQUIRES NO SOURCE
CODE ALTERATION.
N/A
N/A
PROCESSOR CHANGE WHICH IS NOT
BINARY COMPATIBLE AND REQUIRES
ALTERED OR RECOMPILED VERSIONS
OF SOFTWARE SOURCE CODE. *
25%
50%
2ND, 3RD, 4TH, 5TH, ETC. CPU WITHIN
SAME SERIES/OS. (DUPLICATE COPIES OF
THE APPLICATIONS LICENSED)
25%, 20%, 15%, 10%,
THEREAFTER
50%, 40%, 30%, 20%,
THEREAITER
Seller has the option to discontinue License Service if it does not wish to support a new platform to which Buyer is Relocating
Software. In the event that Seller takes this option, it must notify Buyer within thirty (30) days of Buyer's notification to Seller of
planned Software Relocation, and in such case, Seller is not eligible to collect a Relicensing fee.
• The purchase of Rehosting Services is in addition to Relicensing or Rehosting fees.
Keystone Information Systems, Inc.
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City of Yakima
Appendix C
Third Party Software Product Licenses and Warranty Terms
Existing license for IBM's UniData and Blacksmith Corporation's FUSION Products already in place.
Keystone Information Systems, Inc.
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City of Yakima
Appendix D
Seller Software Products - License Service Terms and Conditions
By annual pre -payment of the Maintenance Fees, Buyer and Seller
acknowledge understanding of these provsions governing the
conthued use and maintenance of the applbable Product(s) The term
of this Service is one (1) year, begiming at the end of a Product
warranty period, and will conthue on an annual basis provided Buyer
shall pay the thenprevailing Maintenance Fee for the Product(s), and
not exercise its right to cancel this Service Buyer may cancel this
Service only by providing written notice to Seller at least sixty (60)
days prior to next renewal. Cancellation will take effect on that next
renewal date Seller reserves the rightto alter the pricing or terms and
conditions of this Service at the time of each annual renewal, by
presenting such revid prichg and/a- terms at least ninety (90) days
prior to the date of renewal. Seller may elect to cancel the Servbes
proviled hereh by providing Buyer writtn notice of its intertion to do
so at leastone hundred eighty (180) days prior to the date of renewal.
The services provided under License Service fall into three related
categories:
I Warranty Extension: Payment of Maintenance Fee associated
with each Product, extends the term and conditions of the
original purchase agreement warranty for that Product, without
time limit, so long as this service coverage and its renewals are
in effect. Warranty is for standard version, unmodified code as
was delivered by Seller originally, and for subsequent revisions
and updates provided by Seller to standard version of Product as
defined below In cases where support or warranty service is
required related to code which has been modified by Buyer or
any third party, without the specific approval of Seller, Seller
may, at its sole option, charge for services provided. Custom
modifications made by Seller for Buyer which are not adopted
into standard Product release may not be covered under the
terms of this support contract but will carry the warranty
associated with such technical services.
2. Support Services: Payment of Maintenance Fee associated with
each Product provides Buyer with unlimited access, by
telephone, to Seller's Client Care Services between 8:30 a.m.
and 5.00 p.m. ET, Monday through Friday, with the exception of
Seller observed holidays, or during extended hours if specified
on billing, for the purpose of further understanding the operation
of Product, or to request warranty services. Buyer must register
each request with Client Care personnel, in as much detail as
possible to permit assignment by Seller of appropriate technical
personnel. Client Care personnel will track the issue with the
assigned Seller personnel, until its completion and acceptance by
Buyer Client Care personnel will be responsible for
communicating with Buyer personnel assigned as primarily
responsible. All support calls must be logged by Client Care
personnel regardless of other communications Buyer personnel
may have with other personnel of Seller Each call will be
assigned a level of urgency agreed to between Buyer and Seller,
with associated maximum response time defined by such level.
Seller will approach reported problems with Product with the
degree of attention appropriate to the problem. If the problem
impedes critical processing, Seller will correct the problem as
soon as reasonably possible and provide correction to Buyer If
the problem is less severe, it may, at Seller's option, be
addressed through normal Product Revision and Update release
cycle, further defined below
Support Services under License Service may be provided in any one
of the following manners all of which Buyer deems to be reasonable
and will accommodate:
a. Through instruction over the telephone to assigned Buyer
responsible personnel.
b. Through modem with Product access granted by Buyer.
c. On site, if provision of the required services is, in Seller's opinion,
most efficiently accomplished by being in the physical presence
of the computer equipment, Buyer personnel, or for another
reason. In the case of Services covered under this Agreement,
for which Seller sees fit to perform services at Buyer's location
not due to circumstances caused by Buyer, no addition cost will
be assessed to Buyer Seller will always be reimbursed for its
out of pocket expenses (Additional Charges) incurred in
providing services at the Buyer's location when services are
requested by Buyer to be provided on-site, and in Seller's
opinion could have efficiently been accomplished remotely, or
when services were required on site due to Buyer's action or
failure to implement instruction provided over the telephone.
Telephone access to Seller by Buyer is to be made by Seller's normal
telephone numbers. Seller will allow Buyer use of a toll free
telephone line for the term of coverage with payment of the
associated annual amount.
3 Product Revision and Update: In addition to warranty
extension, instruction and correction of errors, as provided for
above, at any time while Buyer is under the terms of License
Service, if Seller invents, develops or in any way creates
changes, improvements or expansions (collectively,
Enhancements) in a licensed Product, which are not, in Seller's
judgment, separately purchasable product, Seller will apprise
Buyer of the availability of such Enhancement Releases within a
reasonable time after they become available for use in
conjunction with or in place of existing Product. If requested,
Seller will provide such Enhancements to Buyer, without charge,
in machine readable format on magnetic tape, or over modem
transmission, with associated instructional materials. Seller
agrees to provide Buyer with all reasonable assistance required
in installing Enhancement Releases via telephone contact
through Support Services described above. Depending on the
degree of customization in place in Buyer's existing Product
version, or the period of time from the last update to a regular
Product Enhance-ment Release, the technical effort required to
install an Enhancement Release will vary among Buyers. Any
further effort required from Seller, including but not limited to
installation, interfacing, retrofitting, or conversion of existing
Seller data or otherwise rendering the Enhancement Release
useful to Buyer, or any Additional Charges associated therewith,
(including travel for on-site services,) and any training in
differences between old version and Enhancement Release, will
be quoted by Seller and may be charged for at Seller's option, at
Seller's then prevailing prices, policies and terms, which
reasonable charges Buyer agrees to pay Training in current
Product versions will be offered at Seller's location, twice
annually, free to Buyers under License Service (if sufficient
interest from Buyers is expressed.) One such training is usually
held in conjunction with the annual Users Conference, (if
sufficient interest is expressed from Buyers.) If the timing of
these classes coincides with the upgrade
Keystone Information Systems, Inc.
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City of Yakima
installation, the cost of Seller training services may be saved (only
the cost of travel expense of Buyer personnel will exist.)
Premium Upgrade Service Option: Eligible Buyers may elect an
additional fixed rate service offered on an annual billing which will
cover certain upgrade services between standard versions. These
services include data movement, custom forms interface and user
training in the Enhancement Release differences, exclusive of
necessary revisions to operating systems and of travel related
expenses for Services more practically provided at Buyer's location.
To be eligible to elect this additional coverage Buyer must already
be on a certified current release of Product, which is under release
control (accepting periodic "dot release" updates,) and not modified
away from standard. Eligible Buyers will be given the opportunity to
purchase this additional fixed rate service coverage on annual
billing.
Seller will take reasonable care to incorporate modifications made to
a Product for Buyer, or by Buyer under the direction of Seller, into
the standard Product, and to place those modifications which cannot
be so incorporated into a "custom modification library" to reduce
installation costs associated with Enhancement Releases.
State and Federally mandated changes to Product may not be
covered under this service depending upon the scope of the change
required. Seller reserves the right to estimate the total cost of the
technical effort required to implement such change, and to assess a
fee equally dividing that cost among all Buyers of such Product as
will require and desire installation of such mandated change.
Neither standard nor Premium Upgrade service includes custom
programming or modification work by Seller, which will be quoted
and provided under the terms of Seller's professional technical
services.
Buyer Responsibilities:
I Payment of all invoices due hereunder, within 30 days. Any
undisputed invoices, not paid after sixty days will place Buyer on
"credit hold" status and may restrict access to the services
identified herein.
2. Back up of system, programs and data as instructed by Seller
3. Acquisition of all operating supplies for systems.
4. Designation of "primary contact" personnel in each major
application area to serve as liaison to Seller personnel for these
services.
5 Obtain reasonable instruction in the presence of Seller's
instructor before beginning operation of an Enhancement
Release. Failure to do so and abuse of telephone support
services for training "on the fly" will be justification for Seller to
assess training fees which would reasonably have been incurred
for such Enhancement Release.
6. Similarly, to properly train, or have Seller train Buyer personnel
new to operation of the Products.
7 Guaranteed system access to Seller through a modem
compatible with Seller's standard.
8. Use of Client Care procedures for logging requests, including
submission of written, supporting data as Seller may reasonably
request.
The obligations stated here are the sole obligations for the breach of
any warranty related to software license service. The total liability, if
any, of Seller or its suppliers, however caused, or occurring out of or
in connection with the distribution, use or performance of the
licensed Product shall not exceed the Maintenance Fees paid in a
single term. Seller, its affiliates and suppliers shall not be liable to
Buyer or any other person for loss of profits, revenue, goodwill, loss
or inaccuracy of data, for indirect special, incidental, consequential
or punitive damages based on contract tort, breach or warranty,
negligence, strict liability or any other legal theory, even if Seller has
been advised of the possibility of such damages.
Recertification. Should Buyer have a lapse in License Service
through non-payment of Maintenance Fees, for a period of greater
than sixty days, Seller shall have the right to charge a Recertification
Fee before again accepting standard License Service terms. The
Certification Fee shall be equal to one twelfth of the Maintenance
Fee for each month, or portion thereof, of the lapse in coverage.
Schedule of Maintenance Fees
.Software Product
Annual
:Maintenance:Fee
Financials Release 9 0
84 666.00
Accounts Receivable Release 9 0
2,488.00
Total Annual Maintenance Fees
$7,154.00
Optienat:l roduets;and`Setvices.
IBM UniData RDBMS License
$72.00 per user
Blacksmith FUSION GUI License
$35.00 per user
Keystone Information Systems, Inc.
Page 23
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
For Meeting Of 10 - !!v-01
ITEM TITLE: A Resolution Authorizing Execution of Software License &
Professional Services Agreement to Upgrade the Financial
Management System
SUBMITTED BY: Rita Anson, Finance Director
CONTACT PERSON/TELEPHONE: Rick Pettyjohn, Information Systems Mgr
(509) 575-6098
SUMMARY EXPLANATION:
The City's current Financial Management System (FMS), consisting of the General
Ledger, Budget Preparation, and Miscellaneous Accounts Receivable modules, is more
than ten years old and is the last vendor -provided system still operating on the Prime
computer. The Prime computer is also over ten years old and utilizes an obsolete and
unsupported technology. It is becoming increasingly difficult and expensive to obtain
reliable maintenance and repair services for the Prime. It is imperative that we migrate
the FMS from the Prime to the City's DEC Alpha computer.
The City's FMS is owned and supported by Keystone Information Systems. The City has
negotiated the attached contract with Keystone to provide an FMS migration service from
the Prime computer to the DEC Alpha computer consisting of upgraded software, data
conversion, and implementation services.
Resolution X Ordinance Other (Specify)
Contract X Mail to (name and address): Mr. Judson B.Van Dervort, Jr., Keystone
Information Systems, Inc., 1000 Lenola Road, Maple Shade, NJ, 08052
Phone: (856) 722-0700
Funding Source General Fund
APPROVED FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION: Adopt Resolution
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2001-142
Keystone Information Systems owns the license for and directly markets the City's FMS
and the upgraded FMS software. Keystone is, therefore, the sole source for this FMS
migration service. The 2001 Information Systems budget contains an appropriation for
these services. The Total Software and Associated Service amount is $53,200. The
Information Systems 2001 year-end estimate also includes a 10% contingency fund for
this project for a total projected cost of $58,520.