HomeMy WebLinkAboutR-1993-109 AMMS / Systems Works, Inc.RESOLUTION NO. R-93- 109
A RESOLUTION authorizing the City Manager and City Clerk of the City of
Yakima to execute four agreements with the System Works,
Inc. to implement an Automated Maintenance Management
System.
WHEREAS, over the last ten years, a series of studies have identified
requirements for cost accounting and maintenance management systems to help
manage the City's investment in plants, buildings, lands, and infrastructure and
to streamline support services; and
WHEREAS, an Automated Maintenance Management System (AMMS) has
been designed to satisfy those requirements; and
WHEREAS, the City of Yakima AMMS Committee has reviewed the City's
requirements and recommended an AMMS software system that is available from
the System Works, Inc.; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to implement the Automated Maintenance Management System that is
available from the System Works, Inc., now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager and City Clerk are hereby authorized and directed to
execute the following agreements with the System Works, Inc., of Marietta,
Georgia, which agreements are attached hereto and specifically identified as
follows:
1. Software License/Use Agreement;
2. Software Support Agreement;
3. Professional Services Agreement; and
4. Source Code Escrow Agreement.
ADOPTED BY THE CITY COUNCIL this 26thday of October , 1993.
ATTEST: Mayor
City Clerk
res/system works rp
613-0
Amendment 2
The Software Support Agreement entered into between the City of Yakima ("Customer")
and INDUS INTERNATIONAL, INC, formerly known as The System Works
("Supplier") on October 26, 1993 is hereby amended effective October 1, 1999 and set
out below:
1. Renewal Term
Beginning January 1, 2000, the Support Agreement shall be automatically renewed
for successive periods of six (6) months (each of such periods being referred to as a
"Renewal Term"). Termination of the Support Agreement must be by written
notification not less than thirty (30) days prior to the end of the then -current Renewal
Term.
All other provisions of the Software Support Agreement remain in effect.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized officers
to execute this amendment as of the effective date.
City of Yakima
Signed:,',,,
Printed Name: 1/(7,%4� �2/ � �7//��1��
Date: 1���//5-'j
Indus International, Inc.
Signed:
Printed Name:
Date:
The System Works..
1640 Powers Ferry Road, Building Eleven, Marietta, Georgia 30067
(404)952-8114
SOURCE CODE ESCROW AGREEMENT
This Agreement ("Agreement") made as of this 26th day of October, 1993 among Fort Knox Safe Deposit, Inc.,
having a principal place of business at 235 DeKalb Industrial Way, Decatur, GA 30030-2203 ("Fort Knox"), and
The System Works, having a principal place of business at 1640 Powers Ferry Road, Marietta, Georgia 30067
("Producer"), and the City of Yakima, having a principal place of business at 129 North 2nd Street, Yakima, WA
98901 ("Licensee").
Whereas, Producer and Licensee have entered into an agreement dated October 26, 1993 ("License Agreement")
pursuant to which Producer has agreed to grant Licensee a license to use certain computer software Programs
("Programs") upon specified terms and conditions; and
Whereas, Producer has agreed to establish and maintain in escrow the source code and documentation therefor.
Now, Therefore, in consideration of the promises and the mutual covenants contained herein, the parties agree as
follows:
1.0 Deposit in Escrow
1.1
Within ten (10) days after execution of this Agreement, Producer shall deliver to Fort Knox a
sealed package containing the completely documented current version of the source code for the
Programs, both in machine readable and human readable form the same being collectively
referred to hereinafter as the "Source Material". Producer shall identify each item in said
package and certify the completeness and accuracy of the Source Material in a letter forwarding
the same to Fort Knox with a copy to Licensee. Within ten (10) days after receipt of the Source
Material, Fort Knox shall notify Licensee of such receipt. The Source Material will be a mirror
image of the software being run on the Licensee's computer.
1.2 Producer shall deliver revisions of the Source Material to Fort Knox as and when corresponding
revisions of the object code for the Programs become publicly available. At such time as any
revisions to the Source Material are deposited, Fort Knox shall give written notice of such
deposits to Licensee which shall include Producer's certification of their completeness and
accuracy.
1.3 Fort Knox shall hold the Source Material in a climate -controlled facility and shall release the
same upon the terms and conditions hereinafter provided.
2.0 Release from Escrow
2.1 Delivery by Fort Knox to Licensee. Fort Knox agrees that the Source Material shall be held by it
for release and delivery to Licensee, under the terms and conditions hereinafter set forth, but only
in the event that:
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a. Producer notifies Fort Knox in writing to effect delivery to Licensee or Licensees at a
specific address, the notification being accompanied by a certified or cashier's check
payable to Fort Knox in an amount equal to one hundred dollars ($100.00), plus any
amounts outstanding to Fort Knox under this Agreement; or
b. Fort Knox has received from Licensee:
(i) written notification that Producer has failed in material respects to support the
Programs as required by the License Agreement or has otherwise defaulted
under the License Agreement ("Producer Default");
(ii) evidence satisfactory to Fort Knox that Licensee has previously notified
Producer of such Producer Default in writing;
(iii) a written demand that the Source Material be released and delivered to
Licensee;
(iv) a written undertaking from the Licensee that the copy of the Source Material
being supplied to the Licensee will be used only as permitted under the terms of
the License Agreement;
(v) specific instructions from the Licensee for this delivery; and
(vi) a certified or cashier's check payable to Fort Knox in an amount equal to five
hundred dollars ($500.00) plus any amounts outstanding to Fort Knox under
this Agreement.
c. In the event that the provisions of paragraph 2.1(b) are met, Fort Knox shall, within five
(5) days of receipt of all of the items specified in paragraph 2.1(b), send by certified mail
photostatic copy of all such documents received by it to Producer. Producer shall have
forty-five (45) days from the date Fort Knox shall have sent the documents to Producer
to send to Fort Knox written notice of its objection to the release of a copy of the Source
Material and to request that the issue of the Licensee's entitlement to a copy of the
Source Material be submitted to arbitration in accordance with the provisions hereof.
(i)
In the event that Producer shall send such written notice to Fort Knox within
such time period, the matter shall be submitted to, and settled by arbitration by
a panel of three (3) arbitrators chosen by the Atlanta Regional Office of the
American Arbitration Association in accordance with the rules of the American
Arbitration Association. The arbitrators shall apply Georgia law. At least one
(1) arbitrator shall be reasonably familiar with the computer software industry.
The decision of the arbitrators shall be binding and conclusive on all parties
involved, and judgement upon their decision may be entered in the highest
court of any forum, federal or state, having jurisdiction. All costs of the
arbitration, including reasonable attorneys' fees and costs incurred by the
prevailing party and Fort Knox shall be paid by the non -prevailing party.
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(ii) If, within forty-five (45) days after mailing the items specified in paragraph
2.1(b) to Producer, Fort Knox has not received written notice of Producer's
objection to the release of the Source Material and its request for arbitration,
then Fort Knox shall release the Source Material to the Licensee in accordance
with the instructions specified in paragraph 2.1(b)(v).
2.2 Delivery By Fort Knox to Producer. Fort Knox shall release and deliver the Source Material to
Producer upon the occurrence of any of the following:
(a) Mutual Termination. The presentation to Fort Knox of a written notice of termination,
executed by authorized representatives of Producer and the Licensee, stating that this
Escrow Agreement has been terminated by the mutual agreement of Producer and the
Licensee and directing Fort Knox to release and deliver the Source Material together
with title thereto to Producer by a specified method within ten (10) days of a specified
date; or
(b)
Non -Payment. Non-payment of any fees or charges invoiced by Fort Knox. Fort Knox
shall give notice of non-payment of any fee due and payable hereunder to both the
Licensee and Producer and, in such event, both the Licensee and Producer shall have the
right to pay the unpaid fee within ten (10) days from the date of receipt of notice from
Fort Knox, and upon timely payment of the unpaid fee by either the Licensee or
Producer, this Agreement shall continue in force and effect;
3.0 Ownership of Source Material
3.1 The tangible medium comprising the Source Material, but not the source code nor documentation
and other information embodied in such tangible medium, shall belong to Fort Knox at all times
until the Source Material is returned to Producer.
3.2 Fort Knox, Producer, and Licensee recognize and acknowledge that ownership of the source code
itself and any programmer documentation (together with all copyrights and proprietary rights
therein) shall remain with Producer at all times.
4.0 Fees, Term and Renewal
4.1 Fort Knox shall be entitled to compensation described in Exhibit A for performance of its duties
hereunder, to be borne by Licensee.
4.2 The initial term of this Agreement shall be one (1) year commencing on signing date and shall be
automatically renewed for successive one (1) year terms unless otherwise terminated. The fees
set forth on Exhibit A may be increased a maximum of ten (10) percent per annum, by Fort Knox
at any time after the initial term.
5.0 Source Material Accuracy
Fort Knox shall have no responsibility with respect to the accuracy or completeness of the Source Material
or any revisions thereto.
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6.0 Bankruptcy
Producer and Licensee acknowledge that this Agreement is an "agreement supplementary to" the License
Agreement as provided in Section 365 (n) of Title 11, United States Code (the "Bankruptcy Code").
Producer acknowledges that if Producer as a debtor in possession or a trustee in Bankruptcy in a case
under the Bankruptcy Code rejects the License Agreement or this Agreement, Licensee may elect to retain
its rights under the License Agreement and this Agreement as provided in Section 365 (n) of the
Bankruptcy Code. Upon written request of Licensee to Producer or the Bankruptcy Trustee, Producer or
such Bankruptcy Trustee shall not interfere with the rights of Licensee as provided in the License
Agreement and this Agreement, including the right to obtain the Source Material from Fort Knox.
7.0 Liability
Except for actual fraud, gross negligence or intentional misconduct, Fort Knox shall not be liable to
Producer or to any party claiming beneficiary status under this Agreement for any act, or failure to act, by
Fort Knox in connection with this Agreement. Any liability of Fort Knox regardless of the cause shall be
limited to the actual cost of new blank magnetic media. Fort Knox will not be liable for special, indirect,
incidental or consequential damages hereunder.
8.0 Indemnity
Producer and any party claiming beneficiary status under this Agreement hereby agree to indemnify and
hold harmless Fort Knox and each of its directors, officers, and stockholders, absolutely and forever, and
from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges,
and any other expenses whatsoever, including legal fees, that may be asserted against Fort Knox or any of
its directors, officers, or stockholders with respect to the performance of its duties under this Agreement,
except as otherwise provided in Article 7.
9.0 Disputes and Interpleader
In the event of any dispute between Producer and Licensee or any third party claiming beneficiary status
under this Agreement, Fort Knox may submit this matter to any court of competent jurisdiction in an
interpleader or similar action. Any and all costs incurred by Fort Knox in connection therewith shall be
borne by the third party seeking a copy of the Source Material. Without limiting the generality of the
foregoing, if Fort Knox shall be uncertain as to its duties or rights hereunder, shall receive any notice,
advice, schedule, report, certificate, direction or other document from any person or entity with respect to
the Source Material, that, in opinion of the management of Fort Knox is in conflict with any of the
provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the ownership or
right of possession of the Source Material or any part thereof, Fort Knox shall be entitled, without liability
to anyone, to refrain from taking any action other than to exercise best efforts to keep safely the Source
Material until Fort Knox shall be directed otherwise in writing by an order, decree, or judgment of a court
of competent jurisdiction that is then finally affirmed on appeal or that by the lapse of time or otherwise is
no longer subject to appeal; but Fort Knox shall be under no duty to institute or defend any such
proceeding.
10.0 Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia.
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11.0 Verification
Upon receipt of a written request from Licensee, Fort Knox is hereby authorized to inspect the Source
Material to verify its relevance, completeness, currency, accuracy, and functionality. Upon request from
Producer, Fort Knox will issue a copy of the written Technical Verification Report to Producer.
Producer hereby agrees to cooperate with Fort Knox by providing its facilities, computer systems, and
technical and support personnel for Technical Verification whenever necessary. If requested by Licensee,
Producer agrees to permit one employee of Licensee to be present at Producer's facility during verification
of Source Material.
12.0 License Use Provision
THE FOLLOWING PROVISIONS SHALL GOVERN THE USE AND LICENSE OF SOURCE CODE
IN THE EVENT THAT USER ACQUIRES SAID SOURCE CODE.
12.1 License GrantProducer hereby grants Licensee a royalty free, non-exclusive, non -transferable
license to have and use a copy of the Programs in Source Code solely for its own internal use.
Licensee shall have the right to have no more than two (2) copies of the Programs in Source
Code form in existence at any time during the term hereof, one for internal use and the other for
archive purposes only.
12.2 Term The term of the license granted in paragraph 12 shall commence on the date that
Licensee acquires access to Source Code and shall continue in full force unless sooner terminated
as herein provided.
12.3 No Further Licensing Licensee shall have no right and shall not sub -license to any third
party the right to use the Programs or any modification thereof by Licensee in Source Code form,
or any portion thereof, and shall not deliver or otherwise provide or disclose to any third party a
copy of, or access to, the Programs or any portion thereof, in Source Code form without the prior
written consent of Producer.
12.4 Proprietary Rights Licensee shall not remove, alter, cover or obfuscate any Copyright
notice, other proprietary rights, notice or security notices or coding placed by Producer in or on
the Source Code, whether in machine language or human -readable form, or any other
documentation related to the Source Code supplied by Producer to Licensee. Licensee shall
insure that such notices or coding continue to appear or exist on the Source Code. Licensee shall
comply with all directions submitted by Producer from time to time regarding the form and
placement of copyright notices, other proprietary rights, notices or security notices, or coding on
the Source Code, or any portion thereof. Affixation of a copyright notice upon the Source Code,
or any portion thereof, shall not, in itself, be deemed to constitute or acknowledge a publication
thereof.
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Title to the Source Code and related documentation delivered to Licensee hereunder during the
term of this Agreement, shall at all times remain with Producer.
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Licensee acknowledges and agrees that the Confidential Information shall at all times be and
remain the sole and exclusive property of Producer. For purposes of this Agreement, the term
"Confidential Information" shall mean the Source Code, and any modifications thereof, all
versions of the foregoing delivered to Licensee under this Agreement and all data, information,
specifications, programs, Source Code, object code, documentation, diagrams, flow charts and
other materials of any type whatsoever (tangible or intangible and machine readable or human
readable) contained or revealed in any of the foregoing.
To the maximum extent permitted by applicable law, Licensee agrees to observe complete
confidentiality with regard to the Confidential Information, including, but not limited to:
(a) not disclosing to or otherwise permitting any third person, or entity, access to
the Confidential Information (or any portion thereof) without Producer's prior
written permission (except that such disclosure of access shall be permitted to
an employee or consultant of Licensee only on a need -to -know basis); and
(b)
not making any copies of the Confidential Information (or any portion thereof)
and assuring that Licensee's employees or consultants who receive access to the
Confidential Information are advised of its confidential and proprietary nature
and to assure that they are prohibited from copying or revealing, for any
purpose other than in the performance of duties not inconsistent with the terms
of this Agreement, such Confidential Information; and
(c) notifying Producer promptly and in writing of any circumstances of which
Licensee has knowledge relating to any possession or use of the Confidential
Information (or any part thereof) by any person or entity other than as
authorized herein; and
(d) taking, at Licensee's expense, any legal or other action necessary to prevent or
stop the unauthorized use of the Confidential Information by any third person
or entity that has wrongfully gained access to the Confidential Information
substantially due to the fault or negligence of Licensee or the failure of Licensee
to perform any of its obligations hereunder; and
(e) prior to disposing of any media or written forms, assuring that any program
materials and/or Confidential Information has been erased or otherwise
destroyed; and
(f) taking any and all other actions reasonably deemed necessary or appropriate by
Producer from time -to -time to insure the continued confidentiality and
protection of the Confidential Information.
Licensee acknowledges and agrees that in permitting the limited nght of access to the
Confidential Information set forth above, Producer is not waiving any of its rights under this
Agreement and Licensee is not relieved of any liability in the event any party to whom such
disclosure is made improperly uses or discloses the Confidential Information.
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Licensee obligation hereunder shall not extend to information in the public domain or which
enters the public domain not as a result of Licensee's fault or negligence.
Licensee obligation and Producer's rights under this paragraph 12 shall survive any expiration or
termination of this Agreement for any reason whatsoever.
Producer's Confidential Information is unique property of and extreme value to Producer and
breach of any confidential obligation of Licensee under this Agreement would cause Producer
irreparable harm which cannot be adequately assessed in monetary damages. Accordingly,
Licensee agrees Producer is entitled to seek injunctive, preliminary or other equitable relief to
remedy any actual or threatened breach of the proprietary rights, provisions or any unauthorized
use, reproduction, marketing, licensing or distribution of the Source Code or documentation.
Upon termination or expiration of this Source Code Agreement, Licensee's right to possession or
use of any of the Confidential Information shall terminate and Licensee shall immediately deliver
to Producer all of the Confidential Information in its possession or under its control. An officer
of Licensee shall, upon completion by Licensee of such delivery, certify in writing to producer
that Licensee has fulfilled its obligations pursuant to this paragraph 12.
12.5 Breach Upon a material breach of a Licensee's obligation under this Agreement and Licensee's
failure to cure such breach within thirty (30) days after the receipt of written notification, this
Agreement may be terminated. Such termination shall be effective immediately upon the receipt
of a second written notice specifying that the breach has not been cured in a timely manner.
Such termination shall not constitute a waiver by the terminating party of any right to damages,
injunctive relief or other remedies.
13.0 Notices
All notices and other communications hereunder or in connection herewith shall be deemed to have been
given if delivered personally or sent by registered or certified mail in writing, return receipt requested and
first class postage prepaid;
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A. If to T.S.W.: Contracts Manager
The System Works, Inc.
1640 Powers ferry Rd., Bldg. 11
Marietta, Ga. 30067
B. If to Licensee: City Manager
The City of Yakima
129 North 2nd Street
Yakima, WA 98901
C. If to Fort Knox: Escrow Division
Fort Knox Secured Data
235 DeKalb Industrial Way
Decatur, GA 30030-2203
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Witness,Attest:) Producer
Q,f C),-Lklbvvo By
Witness (Attest:)
Licensee
Witness (Attest:) F
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By
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Title
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The System Works;.,
Exhibit A
Fees to be paid shall be as follows:
Initialization fee
Maintenance/storage fee
(Includes one product update)
$ 750
$ 800
Maintenance/storage fee (international license) $ 900
Product Updates $ 100
(For each update above one a year)
Fees to be paid each year thereafter shall be as follows:
Maintenance/storage fee $ 800
(Includes one product update)
Maintenance/storage fee (international license) $ 900
Product Updates
(For each update above one a year)
Due Upon Request for Release of Source Code
At Producer's request
At Licensee's request
$ 100
Fees shall be subject to current pricing, provided that such prices shall not increase by more than 10% per annum.
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Exhibit 13
Company Name
Product Name
Version #
Description of Materials Deposited: Date
Updates
Product Name
Version #
Description of Materials Deposited: Date
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The System Works;..
1640 Powers Ferry Road, Building Eleven, Marietta, Georgia 30067
(404) 952-8111
SOFTWARE SUPPORT AGREEMENT
THIS SOFTWARE SUPPORT AGREEMENT (the "Agreement") is entered into as of October 26, 1993 (the
"Effective Date"), between the CITY OF YAKIMA, with a place of business at 129 North 2nd Street, Yakima,
WA 98901 ("Customer"), and THE SYSTEM WORKS, INC., a Georgia Corporation with its principal place of
business at 1640 Powers Ferry Road, Building Eleven, Marietta, Georgia 30067 ("Supplier").
WHEREAS, Customer wishes to license computer software, professional and support services to assist Customer in
developing a Automated Maintenance Management System ("AMMS") comprised, among other things, of the
software known as MPAC; and
WHEREAS, Supplier has developed, owns and markets a computerized maintenance management system known
as MPAC to assist in the development of AMMS; and
Whereas, Supplier is capable of and has the ability and technical and professional expertise needed to analyze the
maintenance management requirements of Customer, and consult with Customer to assist in the development,
support and provision of technical services and software which shall result in a comprehensive and complete
computerized AMMS; and
WHEREAS, Customer has relied upon such ability and expertise of Supplier, which reliance has induced Customer
to enter into this Agreement; and
WHEREAS, Supplier desires to sell, contract and/or provide licenses for technical and professional services,
computer software and documentation to Customer to assist Customer in developing a computerized AMMS.
NOW THEREFORE, in consideration of the promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS:
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A. "Software" means the object code version of the computer software listed in Exhibit "A",
including those modifications made thereto from time to time solely by Supplier, together with all
corresponding associated user manuals and technical documentation delivered by Supplier to
Customer.
B. "Designated System(s)" means the computer hardware, equipment and associated peripherals
collectively listed in Exhibit "B", including any additions or replacements that are compatible
therewith.
C. "Site(s)" means the location(s) where the Designated System(s) will be located, as more fully
described in Exhibit "B" hereto.
D. "License Agreement" means that certain Software License/Use Agreement dated October 26,
1993 between Supplier and Customer pursuant to which Customer received a license to use the
Software, which is incorporated and made a part hereof by reference.
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E. "Post Implementation Review" means Supplier's analysis over a several day period of Customer's
use of the Software, which will be accomplished by Supplier conducting department interviews,
procedural reviews and data evaluations to generate a written report of findings and
recommendations to be delivered to Customer.
2. SUPPORT SERVICES:
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During the term of this Agreement, Supplier shall perform the following services (collectively, the
"Support Services"), subject to the terms of this Agreement and all applicable laws:
A. Supplier shall respond within eight (8) business hours after Supplier is notified by Customer of
any questions or problems regarding the use of the Software, which response from Supplier will
contain Supplier's action plan to address Customer's questions or problems and estimated times,
dates and costs, if any, associated therewith; provided, however, that Supplier makes no
representations or warranties to Customer regarding the time it may take to answer any questions
or correct any reported problems;
B. Supplier shall staff and maintain a dedicated telephone line during the hours of 8:30 a.m. to 5:30
p.m., Eastern time, Monday through Friday, except for Supplier's recognized holidays, in order to
facilitate Customer's notices and Supplier's responses pursuant to Section 2.A;
C. Supplier shall correct, within a reasonable time, any defects which Supplier acknowledges exist
in the Software which cause the Software to fail to perform in accordance with all applicable
warranties extended to Customer in the License Agreement with respect to the Software; and
D. Supplier shall make available to Customer, without development charges or additional support
fees, licensed copies of any updated releases, or enhancements other than new modules, of the
Software which are publicly released by Supplier and which are generally provided to licensees of
the existing version of the Software without cost (together with all corresponding instructional
materials, notes and documentation, collectively the "Releases"). If Supplier makes available a
Graphical User Interface for the Software, the Graphical User Interface will be considered a
Release, and will be provided without additional License Fees. This Graphical User Interface
may require third party software which will be provided to Customer at the then -current charge.
E. During the term of the License Agreement and for the period of three (3) years after any
expiration or termination thereof, Supplier agrees to hold in trust and confidence and not
disseminate or disclose in any manner to any individual or entity, except Supplier's employees
performing Support Services hereunder, any confidential and proprietary information or data
relating to Customer's business, including, but not limited to, its computer programs, technical
information and commercial and technical data (collectively the "Customer Confidential
Information").
F. With respect to any trade secrets embodied in or which comprise a portion of the Customer
Confidential Information, the Supplier's obligations of non -disclosure set forth in Section 2.E
shall apply to each such item or information for so long after any expiration or termination
hereof as such item or information remains a trade secret.
G. An item will not be considered either Customer Confidential Information or a trade secret of
Customer if it is:
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(i) In the public domain prior to disclosure to Supplier or subsequent to such disclosure but
through no fault of Supplier; or
(ii) Known by Supplier prior to the Effective Date hereof and not subject to a duty of
confidentiality; or
(iii) Independently developed by Supplier and not subject to a duty of confidentiality; or
(iv) Obtained from a third party not subject to a duty of confidentiality.
3. TERM:
Unless this Agreement is earlier terminated pursuant hereto, the initial term of this Agreement shall be for
a period of three (3) years (the "Original Term") commencing on the Effective Date. This Agreement
shall be automatically renewed for successive periods of one (1) year each (each of such periods being
referred to as a "Renewal Term") after the end of the Original Term or the preceding Renewal Term,
unless sooner terminated in accordance with Section 7 herein or pursuant to written notice from either
party hereto to the other party delivered not less than thirty (30) days prior to the end of the then -current
Original Term or Renewal Term stating that such party shall terminate this Agreement at the end of the
then -current Original Term or Renewal Term, as the case may be. Should Supplier terminate this
Agreement other than pursuant to Section 7, such termination shall not be effective until one (1) year after
the end of the then -current Original Term or Renewal Term, as the case may be (the "Final Year"),
subject to the same terms and conditions, including payment of the Support Fee by the Customer for the
Final Year, as contained herein.
4. SUPPORT FEES:
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A. Supplier's annual fee for its performance of the Support Services (the "Support Fee") during the
Original Term shall be Thirty Thousand Six Hundred and 00/100 Dollars ($30,600.00), which
shall be due and payable January 10, 1994 for the first year of the Original Term and which shall
be due and payable on January 10, 1995 and January 10, 1996 for the second and third year of
the Original Term. Supplier shall thereafter notify Customer in writing of the applicable Support
Fee for the immediately succeeding Renewal Term at least forty-five (45) days prior to expiration
of the then -current Original Term or Renewal Term, as the case may be, and such Support Fee
shall be due and payable on the first (1st) day of such immediately succeeding Renewal Term;
provided, however, that the Support Fee for any immediately succeeding Renewal Term shall not
exceed one hundred ten percent (110%) of the Support Fee for the then -current Original Term or
Renewal Term, as the case may be.
B. In addition to the payment of the applicable Support Fee, Customer agrees to pay Supplier within
thirty (30) days of Customer's receipt of an invoice for:
(i) Supplier's time, which will be billed at Supplier's then -prevailing hourly labor rates, plus
Supplier's related out-of-pocket expenses incurred in making on -Site visits in response
to Customer's requests, except for the portion of time and related expenses in making
corrections in defects in the Software pursuant to Section 2.0 if Supplier determines that
such corrections could only be made by Supplier at Customer's Site; and
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(ii) The costs of customizing, delivering and installing any Releases made available to
Customer pursuant to Section 2.D or otherwise, or the costs of customizing, delivering
and installing any New Modules pursuant to Section 5.A or otherwise, which will be
billed at Supplier's then -prevailing hourly labor rates, plus Supplier's related out-of-
pocket expenses, if Customer has requested Supplier's assistance in customizing,
delivering and installing such Releases and/or New Modules.
C. At the end of each full year during the term of this Agreement, Customer shall earn a credit of
Two Thousand Five Hundred Fifty and 00/100 Dollars ($2,550.00) (the "Credit") which may be
applied and credited solely against the sum (collectively, the "Post -Implementation Review
Cost") of the standard fees generally charged by Supplier for a Post -Implementation Review.
Credits may accumulate from year to year throughout the term of this Agreement; provided,
however, that:
(i) all cumulative Credits shall become null and void and of no value if not applied and
credited against Post -Implementation Review Costs incurred within twelve (12) months
after any termination or expiration of this Agreement; and
(ii) Credits may not be applied or offset against any Support Fee or other sum due Supplier
except for Post -Implementation Review. Notwithstanding the earning of the Credit,
nothing in this Agreement shall give the Customer the right to demand or otherwise
expect the Supplier to provide a Post -Implementation Review as part of the Support
Services described herein or otherwise.
5. RELEASES AND NEW MODULES:
A. New modules of the Software (the "New Modules") which are not provided pursuant to Section
2.D, shall be made available to Customer at Supplier's then -current charge therefor plus an
adjustment of the Support Fee at Supplier's then -current rates for such New Modules.
B. Delivery to Customer of any Releases or New Modules pursuant hereto shall operate as an
automatic amendment to the License Agreement by bringing such Releases and new Modules
within the defined term "Software" as used in the License Agreement and all Releases and New
Modules delivered to Customer hereunder shall thereby be made fully subject to all of the terms
and conditions of the License Agreement with respect thereto. Nothing in this Agreement shall
be construed so as to require Supplier to create any Releases or new Modules. ALL
PROVISIONS OF THE LICENSE AGREEMENT WHICH GOVERN SOFTWARE ARE
EQUALLY APPLICABLE TO RELEASES AND NEW MODULES, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS AND RESTRICTIONS SET FORTH IN SECTIONS 5, 6, 7,
8, 9 AND 10 OF THE LICENSE AGREEMENT.
6. RESPONSIBILITIES OF CUSTOMER:
Throughout the term of this Agreement, Customer shall:
A. Provide Supplier reasonable access to the Site(s) and the Software on the Designated System(s);
SSA 6/22/93
B. Provide Supplier a telephone modem connection with such accessibility as is reasonably
necessary for Supplier's performance of the Support Services;
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C. After complying with all Supplier -specified operating and troubleshooting procedures, notify
Supplier immediately of any Software malfunction and provide Supplier with all information
reasonably available concerning the malfunction;
D. Maintain the Software, Site(s) and Designated System(s) within the environmental operating
range specified and the manufacturer of each Designated System; and
E. Be responsible for performing any routine preventive maintenance and cleaning described in the
manuals supplied with each Designated System or the Software.
7. TERMINATION OF AGREEMENT:
A. The occurrence of any of the following events shall constitute an "Event of Default":
(i)
Either party's failure to perform any of its other obligations under this Agreement or the
License Agreement within thirty (30) days of the date it receives written notice of any
failure; or
(ii) The entry of a decree or order, either voluntarily or involuntarily, for relief by a court or
entity having jurisdiction over either party hereto in any action involving bankruptcy,
insolvency or other similar law, or the appointment of a receiver, liquidator, assignee,
custodian or trustee (or similar official) of or for either party, or the ordering of the
winding up or liquidation of either party's affairs;
B. Upon the occurrence of an Event of Default, the non -defaulting party shall have the right to
terminate this Agreement subject to the survival of the "Surviving Sections" (as defined in
section 7.D), which right shall be in addition to any other rights and remedies granted herein, in
the License Agreement, at law or in equity.
C. In addition to the other grounds for termination hereof, this Agreement shall also immediately
terminate (subject to the survival of the Surviving Sections) upon the:
(i) expiration or termination of the License Agreement; or
(ii) mutual agreement of both parties hereto.
D. Notwithstanding any expiration or termination of this Agreement, the terms and provisions of
Sections 2.E, 2.F, 2.G, 5.B, 7.D, 9 and 10 (the "Surviving Sections") shall survive.
8. EXCLUSIONS:
SSA 6/22/93
Supplier's obligation to provide Support Services pursuant hereto is contingent upon Customer's use of the
Software in accordance with the License Agreement and all specifications and instructions established by
Supplier or any applicable hardware vendor, and pursuant to all applicable laws. In addition, Supplier
shall be under no obligation to provide Support Services should such Support Services be required because
of:
A. Failure of or defects in the Software due to improper use, abuse, accident or neglect; or
B. Alterations, modifications, or attempts to repair the Software made without Supplier's prior
written approval; or
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C. Causes external to the Software, including but not limited to failure or fluctuation of electrical
power, inadequate cooling, natural disasters or other events outside the exclusive control of
Supplier; or
D. Use of the Software on equipment not approved by Supplier; or
E. Customer's failure to follow Supplier's reasonable instructions with respect to the Software.
9. LIMITATION OF LIABILITY
A. NEITHER SUPPLIER, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL
BE LIABLE TO CUSTOMER OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, GENERAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THIS AGREEMENT OR THE BREACH HEREOF BY
SUPPLIER, OR ARISING OUT OF CUSTOMER'S POSSESSION OR USE OF THE
SOFTWARE OR SUPPLIER'S PERFORMANCE OF ANY SUPPORT SERVICES,
INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS INCURRED AS A RESULT
OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF PROPERTY, LOSS OF DATA, OR LOSS
OF PROFITS WHICH MAY ARISE IN CONNECTION WITH THE USE OF OR INABILITY
TO USE THE SOFTWARE OR ANY COPIES THEREOF, AND REGARDLESS OF
WHETHER SUPPLIER HAS BRFN APPRISED OR NOTIFIED OF THE POSSIBILITY OR
LIKELIHOOD OF SUCH DAMAGES OR CLAIMS OCCURRING OR WHETHER SUCH
CLAIMS OR DAMAGES ARE BASED, OR REMEDIES ARE SOUGHT, IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE.
B. EXCEPT FOR PERSONAL INJURIES OR PROPERTY DAMAGE OCCURRING AS A
RESULT OF THE ACTIONS OF SUPPLIER OR ITS EMPLOYEES, IN NO EVENT WILL
SUPPLIER'S OR ANY OTHER INDIVIDUAL'S OR ENTITY'S LIABILITY FOR ANY
DAMAGES OR INJURIES TO CUSTOMER OR ANY OTHER INDIVIDUAL OR ENTITY
EVER EXCEED THE SUPPORT FEE PAID BY CUSTOMER FOR THE SUPPORT
SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OF OTHERWISE.
10. GENERAL
SSA 6/22/93
A. The failure of any party to strictly enforce any rights set forth in this Agreement shall in no way
be construed to be a waiver of such right, nor affect the validity of this Agreement or any part
hereof, or the right of the other party thereafter to enforce each and every right and provision.
B. All notices required by or relating to this Agreement shall be in writing and shall be sent to the
parties to this Agreement at their addresses set forth on the first page hereof, or to such other
address as either party may substitute by written notice to the other.
C. Supplier shall not be in default by any reason of any failure to comply with the terms of this
Agreement for failures due to:
(i) Acts of God, public enemy or the government, in either its sovereign or contractual
capacity; or
(ii) Fire; or
(iii) Flood; or
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(iv) Epidemic; or
(v) Freight or other embargoes; or
(vi) Unavailability of transportation, components or materials; or
(vii) Any cause or condition beyond Supplier's reasonable control, whether foreseeable or not.
D. If any provision of this Agreement is ruled to be invalid under any applicable statute or rule of
law, it is, to that extent, omitted, but the remainder of this Agreement shall continue to be
binding upon the parties hereto.
E. This Agreement shall be governed, construed and interpreted in accordance with the laws of the
State of Washington. If any legal action is brought by either party related to this Agreement, the
prevailing party will be entitled to reimbursement by the other party of its attorneys' fees and
related expenses.
F. All Exhibits hereto are incorporated herein by this reference. This Agreement and the Exhibits
hereto constitute the entire Agreement between the parties relating to the subject matter hereof
and shall supersede all proposals or prior agreements, whether oral or written, and all other
communications between the parties relating to the subject matter of this Agreement. This
Agreement shall not be amended other than by an instrument in writing of subsequent date
hereto, executed by the duly authorized representatives of both parties. The subsequent execution
or signature by Supplier of a Purchase Order or other similar purchase authorization document
from Customer shall be construed and interpreted as evidence of acknowledgment of receipt of
such Purchase Order or similar document by Supplier only, and, notwithstanding any other
language, terms, or conditions contained in such Purchase Order or similar document, shall in no
way be construed, interpreted or become effective as an amendment or modification of any of the
terms and conditions of this Agreement.
G. Supplier and Customer each warrant and represent to each other that the person executing this
Agreement for and on its behalf has been, and is on the date of this Agreement, duly authorized
by all necessary and appropriate action to execute this Agreement.
H. The Section headings in this Agreement are for convenience of reference only and shall not affect
the meaning of any provisions herein. This Agreement may be executed in multiple
counterparts, each of which may be deemed to be an original, but all of which shall collectively
constitute only one agreement.
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SSA 6/22/93
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement
as of the Effective Date.
"Customer"
CITY OF YAKIMA
"Supplier"
THE SYSTEM WORKS INC.
By:``» — By:
Name(Print): L d" Name:
Title: Title:
Attest: ` �� ?C �R z: t e Attest:
Its: Its:
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EXHIBIT "A"
SOFTWARE
Module(s):
Maintenance Control
Stores & Spares Control
Purchasing
Invoice Matching
Advanced Security
Project Tracking
Warranty Administration
Component Tracking
Chargeback
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EXHIBIT "B"
DESIGNATED SYSTEM(S) AND SITE(S)
1. First Site: Yakima, WA
Designated System: Prime 6550
Description:
Serial #:
2. Second Site:
Designated System:
Description:
Serial #:
3. Third Site:
Designated System:
Description:
Serial #:
4. Fourth Site:
Designated System:
Description:
Serial #:
5. Fifth Site:
Designated System:
Description:
Serial #:
SSA 6/22/93
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1640 Powers Ferry Road, Building Eleven, Marietta, Georgia 30067
(404)952-8111
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is entered into as of October 26, 1993 (the
"Effective Date") between the City Of Yakima, with a place of business at 129 North 2nd Street, Yakima, WA
98901, ("Customer") and THE SYS 1EM WORKS, INC., a Georgia corporation with its principal place of
business at 1640 Powers Ferry Road, Building Eleven, Marietta, Georgia 30067 ("Supplier").
WHEREAS, Customer wishes to license and/or purchase computer software and professional services to assist
Customer in developing a Automated Maintenance Management System ("AMMS") comprised, among other
things, of the software further identified below and known as MPAC; and
WHEREAS, Supplier has developed, owns and markets a computerized maintenance management system known
as MPAC to assist in the development of AMMS; and
WHEREAS, Supplier is capable of and has the ability and technical and professional expertise needed to analyze
the maintenance management requirements of Customer, and consult with Customer to assist in the development,
support and provision of technical services and computer software which shall result in a comprehensive and
complete computerized AMMS; and
WHEREAS, Customer has relied upon such ability and expertise of Supplier, which reliance has induced Customer
to enter into this Agreement; and
WHEREAS, Supplier desires to sell, contract and/or provide licenses for technical and professional services,
computer software and documentation to Customer to assist Customer in developing a computerized AMMS.
NOW THEREFORE, in consideration of the promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS:
A. "License Agreement" means that certain Software License/Use Agreement dated October 26,
1993 between Supplier and Customer pursuant to which Customer received a license to use the
Software, which is incorporated into and made a part hereof by reference.
B. "Software" means the software system licensed to Customer by Supplier pursuant to the License
Agreement.
2. SCOPE OF SERVICES:
PSA 6/22/93
Supplier, through its own employees or subcontractors, shall provide such services (the "Professional
Services") as set forth in Exhibit "A" hereto. The Professional Services shall be performed at such times,
at such locations and upon such timetable as mutually agreed-upon by Supplier and Customer. Supplier
shall be in an independent contractor relationship to Customer at all times, and neither Supplier nor any
employee or subcontractor of Supplier shall be, or be deemed to be, an employee or agent of Customer.
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3. COMPENSATION
A. Customer agrees to pay to Supplier for the Professional Services (the "Professional Services
Fees") in accordance with the rates and provisions set forth in Exhibit "A" hereto.
B. Customer shall also reimburse Supplier, or pay directly, all Customer - authorized and reasonable
travel, lodging and food expenses (the "Reimbursable Expenses") incurred by personnel of
Supplier (including Supplier's subcontractors) in performing out-of-town Professional Services
for Customer plus travel time for Supplier's personnel from the time they leave Supplier's offices
to the time they arrive at Customer's location(s) and from the time they leave Customer's
location(s) to the time they arrive at Supplier's offices.
C. Notwithstanding any other provision of this Professional Services Agreement, Customer's total
obligation to pay Supplier under this Agreement shall not exceed the maximum amount of
$179,610.00, which maximum amount shall include all fees, tasks, services, time, costs and
expenses of any nature whatsoever, unless the Yakima City Manager gives written authorization
to exceed thedollar amount.
4. PAYMENT:
Supplier shall invoice Customer for all Professional Services Fees and all Reimbursable Expenses no more
frequently than twice each month during the term of this Agreement and Customer shall pay such
invoices within thirty (30) days of Customer's receipt of same. To the extent Customer may reasonably
require, Supplier shall support each invoice with justification for hours or other work performed and
Reimbursable Expenses incurred. Excluding airfare, Reimbursable expenses shall not exceed $125.00 per
day.
5. TERM:
A. The term of this Agreement shall commence upon the Effective Date and shall continue until
March 31, 1995 unless sooner terminated in accordance herewith.
B. Customer may terminate this Agreement at any time, with or without cause, by giving Supplier at
least thirty (30) days prior written notice of termination. Upon any termination or expiration
hereof, Customer shall nonetheless pay Supplier all Professional Services Fees and Reimbursable
Expenses due Supplier for work performed or expenses incurred through the date of termination
or expiration, whichever occurs first.
6. PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION:
PSA 6/22/93
A. Ownership of all work product of Professional Services produced by Supplier, and all proprietary
and intellectual property rights therein, including without limitation all copyrights, patents,
trademarks, service marks, mask works, trade secrets and other rights, shall vest in and belong
exclusively to Supplier. To the extent Supplier makes any modifications, enhancements,
additions or revisions to any of the Software, or creates any computer software interfaces between
the Software and other computer software owned by or licensed to Customer, such modifications,
enhancements, additions, revisions or interfaces shall be included within the term "Software" as
defined in the License Agreement and subject to the rights and limitations thereon as set forth in
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the License Agreement, including, without limitations, the provisions and restrictions set forth in
Sections 5, 6, 7, 8, 9 and 10 of the License Agreement.
B. During the term of the License Agreement and for a period of three (3) years after any expiration
or termination thereof, Supplier agrees to hold in trust and confidence and not disseminate or
disclose in any manner to any individual or entity, except Supplier's employees or subcontractors
performing Professional Services hereunder and except as may be specifically permitted in each
instance by Customer, any confidential and proprietary information or data relating to Customer's
business, including, but not limited to, its computer programs, technical information and
commercial and technical data (collectively the "Customer Confidential Information").
C. With respect to any trade secrets embodied in or which comprise a portion of the Customer
Confidential Information, the Supplier's obligations of non -disclosure set forth in Section 6.B
shall apply to each such item or information for so long after any expiration or termination
hereof as such information remains a trade secret.
D. An item will not be considered either Customer Confidential Information or a trade secret of
Customer if it is:
(i) In the public domain prior to disclosure to Supplier or subsequent to such disclosure but
through no fault of Supplier; or
(ii) Known by Supplier prior to the Effective Date hereof and not subject to a duty of
confidentiality; or
(iii) Independently developed by Supplier and not subject to a duty of confidentiality; or
(iv) Obtained from a third party not subject to a duty of confidentiality.
(v) Required under public disclosure laws, including, but not limited to, RCW Chapter
42.17.
7. INDEMNITY
A. Supplier shall indemnify, defend and hold harmless Customer, its officers, employees and agents
from any loss, claim, damage, cost (including courts costs and attorneys' fees) or liability of
whatsoever kind or nature, arising out of any actions of Supplier, its agents or employees, in the
performance of the Professional Services pursuant to this Agreement.
B. Customer shall indemnify, defend and hold harmless Supplier, its officers, employees and agents
from any loss, claim, damage, cost (including court costs and attorneys' fees) or liability of
whatsoever kind of nature, arising out of any actions of Customer, its agents or employees in
connection with the Professional Services pursuant to this Agreement.
8. GENERAL:
A. The failure of any party to strictly enforce any rights set forth in this Agreement shall in no way
be construed to be a waiver of such right, nor affect the validity of this Agreement or any part
hereof, or the right of the other party thereafter to enforce each and every right and provision.
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PSA 6/22/93
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PSA 6/22/93
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B. All notices required by or relating to this Agreement shall be in writing and shall be sent to the
parties to this Agreement at their address set forth on the first page hereof, or to such other
address as either party may substitute by written notice to the other.
C. Neither party shall be in default by any reason of any delay in complying with the terms of this
Agreement for delays due to:
(i) Acts of God, public enemy or the government, in either its sovereign or contractual
capacity; or
(ii) Fire; or
(iii) Flood; or
(iv) Epidemic; or
(v) Freight or other embargoes; or
(vi) Unavailability of transportation, components or materials; or
(vii) Any cause or condition beyond either party's reasonable control, whether foreseeable or
not.
D. If any provision of this Agreement is ruled to be invalid under any applicable statute or rule of
law, it is, to that extent, omitted, but the remainder of this Agreement shall continue to be
binding upon the parties hereon.
E. This Agreement shall be governed, construed and interpreted in accordance with the laws of the
State of Washington. If any legal action is brought by either party related to this Agreement, the
prevailing party will be entitled to reimbursement by the other party of its attorneys' fees and
related expenses.
F. All Exhibits hereto are incorporated herein by this reference. This Agreement and the Exhibits
hereto constitute the entire agreement between the parties relating to the subject matter hereof
and shall supersede all proposals or prior agreements, whether oral or written, and all other
communications between the parties relating to the subject matter of this Agreement. This
Agreement shall not be amended other than by an instrument in writing of subsequent date
hereto, executed by the duly authorized representatives of both parties. The subsequent execution
or signature by Supplier of a Purchase Order or other similar purchase authorization document
from Customer shall be construed and interpreted as evidence of acknowledgment of receipt of
such Purchase Order or similar document by Supplier only, and, notwithstanding any other
language, terms, or conditions contained in such Purchase Order or similar document, shall in no
way be construed, interpreted or become effective as an amendment or modification of any of the
terms and conditions of this Agreement. Supplier's original response to Customer's Request For
Proposal for an Automated Maintenance Management System is incorporated herein as an
Attachment.
G. Supplier and Customer each warrant and represent to each other that the person executing this
Agreement for and on its behalf has been, and is on the Effective Date, duly authorized by all
necessary and appropriate action to execute this Agreement.
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H. The Section headings in this Agreement are for convenience of reference only and shall not affect
the meaning of any provisions herein. This Agreement may be executed in multiple
counterparts, each of which may be deemed to be original, but all of which shall collectively
constitute only one agreement.
I. Neither Supplier nor Customer shall transfer or assign any of their respective duties or
obligations pursuant this Agreement without the prior written consent of the other party, such
consent not to be unreasonably withheld.
J. Supplier shall provide to Customer, upon Customer's written request, copies of certificates
evidencing the worker's compensation, general liability, and automobile liability insurance
coverage that Supplier has in effect, and Supplier shall maintain such insurance in effect
throughout the duration of the Agreement consistent with all applicable laws and in amounts
sufficient to cover any and all claims or actions arising from performance of this Agreement.
Neither failure to comply nor full compliance with this Section 8.J shall limit or relieve Supplier
from its obligations under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement
as of the Effective Date.
"Customer"
City of . ma
By:
Name(Print):
Title:
Attest:
Its:
PSA 6/22/93
.4.
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"Supplier"
THE SYSTEM WO • S, INC.
By:
Name:
Title:
Attest:
Its:
BID PACKAGE
Prospect: City of Yakima, WA
Address: 129 North 2nd Street, Yakima, WA 98901
Contact: Mr. Rick Pettyjohn Telephone No.: (509)-575-6098
Sales Rep: Tom Eklund/Ronn Brown/Mark Dees Fax No.:
# Sites: 1
Product: MPAC - UX
Platform: Prime
Reviewed By:
Approved By:
Site Survey
Date:
By:
Proposed
Investment Summary
Software License $170,000
Modifications/Customization $14,740
Implementation/Training $101,170
Follow-up Support/Project Administration $63,700
Bid Total
MPAC S/W Support (Annual)
Hardware/RDBMS Support (Annual)
Basis: Estimated T&M
(Fixed Price or Estimated T&M)
$349,610
$30,600
Valid Until: 10/26/93
(Date)
CDS
MIS
PA
PPE
Manager of Contracts
Director of Client Operations - Reg Fast
Date:
Date:
Date:
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
BID DESCRIPTION SUMMARY
Implementation Overview
The City of Yakima is planning on implementing MPAC to meet the maintenance management
requirements of the different City departments. The initial implementation will focus on three major
departments: Equipment Rental (vehicle/equipment maintenance), Water, and Wastewater. The
Purchasing and Stores functions for the City will also implement MPAC initially. After the initial
implementation, the City will implement MPAC across additional departments.
TSW will provide initial technical training to the City to help enable the City to perform data interfaces
and conversions. Eight days of technical file layout, interface, and data
conversion training is included in this proposal. The success of this training is dependent in large
part on the technical skills of the City of Yakima technical staff.
This bid pack reflects significant travel and living expense reductions by using qualified TSW
consultants located in the state of Washington. The pricing is dependent on these
consultants being available to assist the City of Yakima in implementing MPAC.
Eight days of needs analysis is being included in this bid pack. After the needs analysis, any
necessary modifications will be prioritized. Ten days of modifications have been included
in this proposal to perform the highest prioritized modifications.
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
PROFESSIONAL SERVICES RATE/TRAVEL SUMMARY
Hourly Labor Rates
Programming (Atlanta Office) $115
Programming (Client Site) $135
Design $115
SQE $115
Consulting $140
Senior Consulting $190
Project Administration $115
Training (Customized) $115
Technical Support $115
Publications $80
Secretarial $50
Travel Expense Rates
Prospect:
Prepared By:
Reviewed By:
Implementation Travel Time $920
Consulting Travel Time $1,120
Airfare $1,200
Per Diem $100
City of Yakima, WA
Date:
Date:
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
# Maintenance Employees
License Size (S,M,L)
Product:
SOFTWARE LICENSE
50
M
MPAC - UX
(MPAC-UX, MPAC-SQL, MPAC-2000)
First Addtl. Optional
Item Module Site Site(s) Modules Total
1 Maintenance Control $170,000 $170,000
2 Stores Control Included Included
3 Purchasing Included Included
4 Invoice Matching Included Included
5 Advanced Security Included Included
6 Project Tracking Included Included
7 Warranty Administration Included Included
8 Component Tracking Included Included
9 Chargeback Included Included
10
11
12
13
14
Prospect:
Prepared By:
Reviewed By:
City of Yakima, WA
License Total: $170,000
Date:
Date:
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
HARDWARE/RDBMS
Unit Extended Annual
Qty Item Cost Cost Support
Prospect:
The MPAC solution will use the
Prime Information RDBMS
The City of Yakima may need to
increase CPU memory and disc space.
Total
City of Yakima, WA
Prepared By: Date:
Reviewed By: Date:
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
Event
IMPLEMENTATION
# Off -Site # On -Site Estimated # of
Days Days Cost Trips Comments
Project Kickoff 2 $2,190 2 Doug Fuhs/
Atlanta PM
Account Setup 2 $1,840
Base Software Install 2 $1,840 1
Management Reviews
Needs Analysis 2 8 $9,200 2 Doug Fuhs
Start Up Support 6 $5,520 2 Doug Fuhs
Follow Up Support 4 $3,680 1 Doug Fuhs
On -Site Superintendent
Project Administration 21 33 $49,680 9 Doug Fuhs (7 Trips)
6 days a month - 9 Months Atlanta PM (2 Trips)
Technical Management
Secretarial
Labor Totals
25
55
$73,950
17
Travel Time
Airfare
Per Diem
# of Trips On -Site Days Rate Totals
17 $920 $15,640
17 $1,200 $20,400
55 $100 $5,500
Travel & Per Diem Totals $41,540
Prospect:
Prepared By:
Reviewed By:
City of Yakima, WA
Date:
Date:
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
Item
1
MODIFICATIONS
Description
Modifications - Prioritized during needs analysis.
Estimated Estimated
Days Cost
10 $8,280
2 PM Print by craft. 1.5 $1,380
3 P O. Print Formatted 3 $2,760
4
5
6
7
8
9
10
11
12
Prospect:
Prepared By:
Reviewed By:
Total
City of Yakima, WA
14.5 $12,420
Date:
Date:
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
Item
1
INTERFACES
Description
City of Yakima to do all interfaces. Assumes successful
Estimated Estimated
Days Cost
skills transfer from TSW file layout/interface/conversion training.
2 General Ledger
3 Payroll
4 Fuel and Fluid Tracking/Performance Indicators
5
6
7
8
9
10
11
12
Prospect:
Prepared By:
Reviewed By:
Total
City of Yakima, WA
Date:
Date:
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
Item
1
2
3
4
5
6
7
8
9
10
11
12
Prospect:
Prepared By:
Reviewed By:
CONVERSIONS
Description
City of Yakima to do all data conversions. Assumes succes
Estimated Estimated
Days Cost
skills transfer from TSW file layout/interface/conversion consulting.
Total
City of Yakima, WA
Date:
Date:
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
Interface Worksheet
Interface #1- Overall Requirements
Title: City of Yakima to do all interfaces. Assumes successful
skills transfer from TSW file layout/interface/conversion training. Off -Site On -Site Estimated
(See Consulting Page)
Descrp:
Assumptions:
Installation Notes:
Training/Assistance
On Site Install
On Site System Test
Total:
Days Days
Trips Cost
Interface #2
Title: General Ledger
Descrp:
Assumptions:
Installation Notes:
Requirements
Design
Program
Unit Test
Install
Total:
Off -Site On -Site Estimated
Days Days Trips Cost
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
Interface #3
Title: Payroll
Descrp:
Interface Worksheet
Assumptions:
Installation Notes:
Requirements
Design
Program
Unit Test
Install
Total:
Off -Site On -Site Estimated
Days Days Trips Cost
Interface #4
Title: Fuel and Fluid Tracking/Performance Indicators
Descrp:
Assumptions:
Installation Notes:
Requirements
Design
Program
Unit Test
Install
Total:
Off -Site On -Site Estimated
Days Days Trips Cost
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
Data Conversion Worksheet
Conversion #1 - Overall Requirements
Title: City of Yakima to do all data conversions. Assumes successful
skills transfer from TSW file layout/interface/conversion consulting. Off -Site On -Site Estimated
(See Consulting Page) Days Days Trips Cost
Descrp: Requirements Analysis
On Site Install
On Site System Test
Assumptions:
Installation Notes:
Total.
Conversion #2
Title
Descrp:
Assumptions -
Installation Notes:
Requirements
Design
Program
Unit Test
Install
Total:
Off -Site On -Site Estimated
Days Days Trips Cost
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
ORIENTATION COURSES
Maintenance Planning Overview 010 20 1 $2,225
Maintenance Planning Principles 020 20 3 $5,125
MPAC Orientation For Project 030 12 5 $7,850
Teams (Complete System)
MPAC Orientation For Project 031 12 4 $6,750
Teams (Base System)
Base System For Project Teams - 032 12 4 $6,750
Phase II
MPAC Orientation For Department 040 12 2 $3,275
Managers
MPAC Overview For Management 041 20 1 $2,025
Materials Management Principles 050 20 3 $5,625
Orientation Totals
APPLICATIONS TRAINING -
MAINTENANCE
MPAC Planning Practices 100 8 3 $5,975
MPAC For Planners/Supervisors 110 8 4 $7,050
MPAC For Maintenance Managers 120 8 1 $2,225
MPAC For Maintenace Clerks 130 8 2 $3,650
MPAC For Operations Managers 190 8 1 $2,225
MPAC For Operations Hourly 191 8 1 $2,225
MPAC For Maintenance Supervisors 210 8 2 $3,600
MPAC For Maintenance Tradesmen 211 8 1 $2,225
MPAC For Planners - Advanced 310 8 4 $5,925
Maintenance Totals
APPLICATIONS TRAINING -
STORES
MPAC For Materials/Purchasing 140/160 8 4 $5,925
MPAC For Inventory Control 150 8 2.5 $4,250
Personnel
MPAC For Issuing and Receiving 220 8 2 $3,600
Personnel
Stores Totals
THE SYSTEM WORKS, INC.
- 10/18/93 -
Bid Package (Rev. 2.4)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
APPLICATIONS TRAINING -
PURCHASING
MPAC For Purchasing Supervisors 160 8 3 $5,350
MPAC For Purchasing Clerks 170 8 2 $3,325
MPAC For Buyers and Expeditors 230 8 3 $4.700
Purchasing Totals
APPLICATIONS TRAINING -
ACCOUNTS PAYABLE
MPAC For A/P Supervisors/Finance 180 8 3 $4,975 8 1
MPAC For A/P Clerks 181 8 3 $4,975
MPAC Cash Disbursements 182 8 1 $2,225
Accounts Payable Totals
GENERAL
Startup Support
General Total
320 8 4 $7,025
8
1
1 3 $4,975
1
3
$4,975
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
APPLICATIONS TRAINING -
TRAIN THE TRAINER
MPAC For Maintenace Trainers 410 8 4 $7,150
MPAC For Storeroom Trainers 420 8 3 $5,225
MPAC For Purchasing Trainers 430 8 3 $5,225
MPAC For General User Trainers 440 8 2 $3,825
Instructor Techniques 450 8 3 $4,850
Training Support 460 8 4 $7,025
Train The Trainer Totals
OPTIONS TRAINING
Project Tracking 510 8 2 $3,350
* Event Tracking 520 8 0.5 $950
* Drawing Control 530 8 0 5 $950
* Tool Control 540 8 0.5 $950
Options Totals
SYSTEMS TRAINING
MPAC System Administration (Prime) 600 8 3 $4,850
MPAC System Administration (Pick) 601 8 3 $4,850
MPAC System Administration (EXL) 602 8 3 $4,850
MPAC System Administration (H/P) 603 8 3 $4,850
MPAC System Administration (Ultimate) 604 8 3 $4,850
MPAC System Administration (Ultrix) 605 8 3 $4,850
MPAC Base Security For System 610 8 1 $2,225
Administrators
MPAC Advanced Security For 615 8 1 $2,225 8 1 1 1 $2,225
System Administrators
MPAC Query Language Training 620 8 2 $3,700
(Access/Recall)
Advanced Query Language (Prime) 635 8 2 $3,700
Advanced Query Language (Pick) 636 8 2 $3,700
Advanced Query Language (Ultimate) 637 8 2 $3,700
Advanced System Administrator 640 8 2 $3,700
Systems Training Totals
* These one-half day 'options' training courses can only be scheduled in conjunction
with other scheduled courses.
8
1
THE SYSTEM WORKS, INC. - 10/18/93 -
1
1
$2,225
Bid Package (Rev. 2.4)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
DATA BASE BUILDING TRAINING
Equipment Data Building Strategy 700 10 4.5 $7,725
* Equipment Data Building Project Plan 701 N/A N/A $4,200
Development (Follow -Up Option)
* Equipment Hierarchy Chart 702 N/A N/A $550
Development (Follow -Up Option)
Stores Data Building Strategy 710 10 4.5 $7,725
* Stores Data Building Strategy Project 711 N/A N/A $4,200
Plan Development (Follow -Up Option)
Preventive Maintenance Data Building 720 10 4 5 $7,725
Strategy
PM Data Building Project Plan 721 N/A N/A $4,200
Development (Follow -Up Option)
Data Base Building Totals
UPGRADE COURSES -
MAINTENANCE
MPAC For Planners Basic 110U 8 3 $5,300
MPAC For Maintenance Clerks 1300 8 1 $1,850
MPAC For Maintenance Supervisors 210U 8 1 $1,850
UPGRADE COURSES -
STORES
MPAC For Material Managers 140U 8 2.5 $4,200
MPAC For Inventory Control 150U 8 1.5 $2,585
Personnel
MPAC For Issuing and Receiving 220U 8 1 $1,815
Personnel
UPGRADE COURSES -
PURCHASING
MPAC For Purchasing Supervisors 160U 8 2 $3,575
MPAC For Purchasing Clerks 170U 8 1 $1,675
MPAC For Buyers and Expeditors 230U 8 2 $3,125
UPGRADE COURSES -
ACCOUNTS PAYABLE
MPAC For A/P Supervisors 180U 8 2 $3,325
Upgrade Totals
* These follow-up options are not available as stand-alone services
THE SYSTEM WORKS, INC.
- 10/18/93 -
Bid Package (Rev. 2.4)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
REFRESHER COURSES -
MAINTENANCE
MPAC For Planners Basic 11 OR 8 2 $3,650
* MPAC For Maintenance Clerks 130R 8 0.5 $935
* MPAC For Maintenance Supervisors 21 OR 8 0.5 $935
REFRESHER COURSES -
STORES
MPAC For Material Managers 140R 8 1 5 $2,525
MPAC For inventory Control 150R 8 1 $1,725
Personnel
* MPAC For Issuing and Receiving 220R 8 0 5 $900
Personnel
REFRESHER COURSES -
PURCHASING
MPAC For Purchasing Supervisors 160R 8 1 $1,785
* MPAC For Purchasing Clerks 170R 8 0 5 $850
MPAC For Buyers and Expeditors 230R 8 1 $1,565
REFRESHER COURSES -
ACCOUNTS PAYABLE
MPAC For A/P Supervisors
180R 8 1 $1,675
Refresher Totals
* These one-half day 'refresher' training courses can only be scheduled in conjunction
with other scheduled courses.
THE SYSTEM WORKS, INC - 10/18/93 - Bid Package (Rev. 2.4)
Event
CONSULTING
Standard Off -Site On -Site # of Total
# of Days Days Days Trips Days
Assist With Developing Communications And
Employee Awareness Program
Assist With Developing Maintenance
Improvement Program
Assist With Defining Maintenance
Support Responsibilities
Assist With Developing System Related
Procedures
2
10
Cost
4
5 5 1 5 $5,600
Review Inspection, Lubrication, And 4 2 1 2 $2,240
PM Program
Review Equipment Keywords And Qualifiers 4 2 2 $2,240
Review/Develop Support Coding Systems 2 2 2 $2,240
Review Equipment Numbers and Cost Centers 4 4 1 4 $4,480
Noun Qualifier/Data Building Coonsulting 2 2 1 2 $2,240
TRAINING
MPAC Orientation for Project Teams 4
MPAC Train the Trainer - Maintenance 4
MPAC for Supervisors/Planners 4
MPAC for Stores/Purchasing 4
MPAC for Maintenance Clerks 2
MPAC Fite Layout/Interface/Consulting Training (Atlanta Resource)
Training Documentation
(4 Copies/Class $70/Copy)
Consulting Totals
Cost of Consulting Travel is.
Consultant Travel Cost is.
1 Day Of Travel Per 4 Of Consulting
1 Day Of Travel Per Trip
$1,120 Per Day
$1,120 Per Day
4 1 4
4 1 4
4 1 4
4 1 4
2 1 2
8 2 8
43
11
43
$4,480
$4,480
$4,480
$4,480
$2,240
$8,960
$1,400
$49,560
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
TRAINING & CONSULTING TRAVEL AND PER DIEM
TRAINING
Travel Time
Airfare
Per Diem
# Of On -Site
Trips Days Rate Totals
2 $920 $1,840
2 $1,200 $2,400
4 $100 $400
Training Travel & Per Diem Totals $4,640
CONSULTING
Travel Time
Airfare
Per Diem
# Of On -Site
Trips Days Rate Totals
11 $1,120 $12,320
1 $1,200 $13,200
43 $100 $4,300
Consulting Travel & Per Diem Totals $29,820
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
CUSTOMIZATION TRAVEL AND PER DIEM
CONVERSIONS
# Of On -Site
Trips Days Rate Totals
Travel Time
Airfare
Per Diem
Conversion Travel & Per Diem Totals
$920
$1,200
$100
MODIFICATIONS
Travel Time
Airfare
Per Diem
# Of On -Site
Trips Days Rate Totals
1 $920 $920
1 $1,200 $1,200
2 $100 $200
Modification Travel & Per Diem Totals
$2,320
INTERFACES
# Of On -Site
Trips Days Rate Totals
Travel Time
Airfare
Per Diem
Interface Travel & Per Diem Totals
$920
$1,200
$100
THE SYSTEM WORKS, INC. - 10/18/93 - Bid Package (Rev. 2.4)
CITY OF YAKIMA
SCOPE OF WORK
TSW DELIVERABLES
Estimated Completion Date
Activity Week Ending
Contract Signed 10/29/93
Project Kick -Off 11/19/93
Account Set -Up 12/3/93
Needs Analysis 12/10/93
Base Software Install 12/10/93
MPAC Orientation for Project Teams 12/17/93
Consulting
- -MPAC Advanced Security for Systems Administrators 12/23/93
--MPAC Technical Training for Programmers 1/14/94
- -Assist with Developing System Related Procedures 1/21/94
- -Review Inspection, Lubrication, and PM Program 1/28/94
--Review Equipment Keywords and Qualifiers 2/4/94
- -Review/Develop Support Coding Systems 2/4/94
- -Review Equipment Numbers and Cost Centers 2/11/94
- -Guide Non/Qualifier Development 2/18/94
Applications Training
- -MPAC Train the Trainer 6/3/94
- -MPAC for Supervisors/Planners 7/8/94
- -MPAC for Stores/Purchasing 7/15/94
--MPAC for Maintenance Clerks 7/22/94
--MPAC for A/P Supervisors/Finance 7/29/94
Start -Up Support 8/4/95
Follow -Up Support 8/19/94
Project Administration Ongoing
Note: Actual completion dates dependent on detailed implementation plan developed
based on Needs Analysis and Project Team Orientation.
TD -15 RP.1
The System Works;..
1640 Powers Ferry Road, Building Eleven, Marietta, Georgia 30067
(404) 952-8111
SOFTWARE LICENSE/USE AGREEMENT
THIS SOFTWARE LICENSE/USE AGREEMENT (the "Agreement") is entered into as of October 26, 1993
(the "Effective Date"), between the CITY OF YAKIMA, with a place of business at 129 North 2nd Street,
Yakima, WA 98901 ("Customer"), and THE SYSTEM WORKS, INC., a Georgia Corporation with its principal
place of business at 1640 Powers Ferry Road, Building Eleven, Marietta, Georgia 30067 ("Supplier").
WHEREAS, Customer wishes to license and/or purchase computer software and professional services to assist
Customer in developing a Automated Maintenance Management System ("AMMS") comprised, among other
things, of the software further identified below and known as MPAC; and
WHEREAS, Supplier has developed, owns and markets a computerized maintenance management system known
as MPAC to assist in the development of AMMS; and
WHEREAS, Supplier is capable of and has the ability and technical and professional expertise needed to analyze
the maintenance management requirements of Customer, and consult with Customer to assist in the development,
support and provision of technical services and computer software which shall result in a comprehensive and
complete computerized AMMS; and
WHEREAS, Customer has relied upon such ability and expertise of Supplier, which reliance has induced Customer
to enter into this Agreement; and
WHEREAS, Supplier desires to sell, contract and/or provide licenses for technical and professional services,
computer software and documentation to Customer to assist Customer in developing a computerized AMMS.
NOW THEREFORE, in consideration of the promises set forth herein, and for other good valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS:
CT A 607/D1
A. "Software" means the object code version of the computer software listed in Exhibit "A" together
with all corresponding associated user manuals and technical documentation delivered by
Supplier to Customer. Such corresponding associated user manuals and technical documentation
may be sometimes referred to separately as the "Documentation". Exhibit "A" may be amended
from time and time by both parties executing an additional or replacement Exhibit "A" to add to,
delete from or otherwise amend the defined term Software.
B. "Designated System(s)" means the computer hardware, equipment and associated peripherals
collectively listed in Exhibit "B", including any additions or replacements that are compatible
therewith.
C. "Delivery Date(s)" means the date Supplier delivers the Software to the location (the "Site(s)") set
forth in Exhibit "B", which Delivery Date(s) shall be set forth in the form acknowledgment
attached as Exhibit "C".
D. "Installation Date(s)" means the date that the Software has been:
(i) Delivered and loaded on the Designated System(s) at the Site(s); and
(ii) Demonstrated by Supplier to operate in accordance with the Documentation.
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The System Works;..
Customer agrees to execute and forward to Supplier the acknowledgment attached as Exhibit "C"
within ten (10) days of the Installation Date(s).
E. "Source Code" means a set of instructions expressed in a non -machine language from which the
Software's object code is derived. Such term shall include aids necessary to effectively use Source
Code.
2. LICENSE AND DELIVERY:
A. Supplier grants to Customer, and Customer accepts from Supplier, a non-exclusive license to use
the Software solely:
(i) During the term of this Agreement and as limited herein; and
(ii) On the Designated System(s); and
(iii) At the Site(s); and
(iv) For Customer's own business purposes and not for redistribution, remarketing
or any other use.
Customer acknowledges that nothing herein gives it any right, title, or interest in all or any
portion of the Software, except for Customer's limited license set forth in this Section 2.
Customer agrees that Supplier maintains exclusive ownership of and to the Software, in all forms
and all copies thereof, including, without limitation, any and all worldwide copyrights, patents,
trade secrets, trademarks and other proprietary and confidential information rights of any kind.
Supplier agrees that Customer maintains exclusive ownership of all data Customer provides for
the operation of the Software and all data that is generated from said input during the operation
of the Software.
CT A 6r7j0a
B. Customer shall not copy the Software, in whole or in part, without the prior written consent of
Supplier, except that a sufficient number of copies may be made by Customer as necessary for the
operation of the Designated System(s) and a limited number of copies of the Software may be
made by Customer for archival purposes or as necessary pursuant to Section 2.D. With respect to
the Documentation, Customer shall also have the right to make additional copies without having
to obtain Supplier's prior written consent, provided that all such copies shall be subject to all of
the confidentiality and other restrictions set forth herein and provided that all such copies may be
used solely for Customer's internal training and support purposes. The original and any copies of
the Software shall at all times remain the sole property of Supplier. Customer shall maintain
records identifying the location and identity of the Designated System(s) and any copies of the
Software, which records shall be subject to inspection by Supplier during regular business hours
upon reasonable advance notice.
C. Except as otherwise provided in this Section 2.C, Customer agrees not to sublicense, license,
rent, sell transfer, assign, encumber or otherwise distribute or convey the original or any copies of
the Software, this Agreement or any license, rights or duties of Customer set forth herein,
without the prior written consent of Supplier, and any such transaction which is attempted
without such prior written consent shall be void. If Customer is merged, consolidated or sold, or
if Customer sells or transfers all or a material portion of its assets, Customer shall have the right,
with the prior written consent of Supplier, which consent shall not be unreasonably withheld, to
transfer or assign the original or any copies of the Software, this Agreement or any license, rights
or duties of Customer set forth herein, to the surviving or buying entity.
-2-
The System Works;..
D. Except as provided in 4.B, Customer may not use the Software on any other computer equipment
except during periods when the Designated System(s) is temporarily inoperable, subject to the
record keeping requirements of Section 2.B.
E. Customer agrees not to translate, disassemble, decompile or reverse engineer the Software, or use
the Software to do anything other than process Customer's own data in accordance with the terms
hereof.
F. All right, title and interest in any modification or enhancement to or derivative work of the
Software performed by or under the direction of Customer, including all copyrights and other
intellectual property rights therein, shall be owned by and exclusively vested in Supplier.
Customer agrees to execute, or have executed, any documents or instruments deemed reasonably
necessary by Supplier to transfer and vest all such right, title and interest in Supplier. For
purposes of this Section 2.F, computer software interfaces created by Customer and not Supplier
(the "Interfaces") which interface between the Software and other computer software owned by or
licensed to Customer shall not be treated as modifications, enhancements or derivative works
owned exclusively by Supplier provided that such Interfaces do not include any portion of the
Software or any modifications or enhancements to the Software or derivative works of the
Software.
G. Customer shall not alter or remove any copyright, trade secret or other proprietary rights notices
which may appear on or with the Software, and Customer agrees to reproduce such notices on
any copies of the Software or any portion thereof.
H. Supplier shall forward to Customer's First Site set forth in Exhibit "B", via a delivery source
selected by Supplier, the Software licensed herein on or before October 31, 1993, F.O.B.
Customer's offices.
I. Prior to delivery of the Software, Supplier reserves the right to make substitutions and
modifications in the design and/or specifications of the Software, provided that such substitutions
or modifications do not materially and adversely affect the performance, function or price of the
Software.
3. TERM AND TERMINATION:
ST A 6/77/91
A. The initial term of this Agreement shall begin on the Effective Date, and unless sooner
terminated pursuant hereto, shall continue for a term of twenty-five (25) years (the "Original
Term"). This Agreement shall be automatically renewed, at no additional charge, for successive
periods of five (5) years each (each of such periods being referred to as a "Renewal Term") after
the end of the Original Term or the preceding Renewal Term, unless sooner terminated in
accordance herewith or pursuant to written notice from either party to the other party delivered
not less than ninety (90) days prior to the end of the then -current Original Term or Renewal
Term stating that such party shall terminate this Agreement at the end of the then -current
Original Term or Renewal Term, as the case may be.
B. In addition to seeking any or all other rights and remedies pursuant hereto, at law or in equity
either party may terminate this Agreement, and the license and rights granted herein, if
the other party shall fail to remedy any breach of this Agreement, within thirty (30) days after the
breaching party receives written notice thereof.
-3-
The System Works;,..
C. Customer shall return to Supplier all Software (including any copies) within thirty (30) days after
any termination or expiration thereof, or provide a written statement indicating that all Software
(including any copies) has been destroyed.
D. Notwithstanding any termination or expiration of this Agreement, Sections 2.A, 2.F, 3.D, 5.B
and 5.C, and all of the provisions of Sections 6, 7, 8, 9, and 11 of this Agreement shall survive
and shall at all times continue to bind the parties and their legal representatives, successors, heirs
and assigns.
4. LICENSE FEE AND PAYMENT TERMS:
A. Concurrent with the Installation Date or sixty (60) days after the Effective Date, whichever
occurs first, Customer agrees to pay Supplier a one-time, non-refundable license fee of One
Hundred Seventy Thousand and 00/100 Dollars ($170,000.00) (the "License Fee").
B. Should Customer desire to move the Software to a location other than the Site(s) or to equipment
other than the Designated System(s), Customer shall notify Supplier of each such move. In the
event Customer requests Supplier's assistance in this move, Supplier reserves the right to charge
all time, material and other expenses of Supplier that may be required to accomplish such
transfer.
C. In addition to the License Fee and other sums due Supplier pursuant hereto, Customer agrees to
pay to Supplier, on a timely basis, and after receipt by Customer of a tax statement or other
explanation of the tax, any and all applicable taxes due arising out of this Agreement, except for
income taxes payable by Supplier arising out of the Supplier's receipt of the License Fee or other
sums due Supplier pursuant hereto and except for any franchise taxes payable by Supplier arising
out of the license and delivery of the Software hereunder.
5. WARRANTY AND DISCLAIMER:
A. Supplier warrants to Customer that:
(i) It has the right to grant the license granted herein; and
cll` 4/2^/0
(ii) For a period of one (1) year from the Installation Date, the Software shall conform to the
corresponding Documentation contemporaneously provided by Supplier, when said
Software is operated:
(a) On the Designated System; and
(b) In accordance with this Agreement, the operating instructions for the Software and the
Documentation.
In the event that the Software fails to meet the limited warranty set forth in Section 5.A (ii) and
the operation of the Software is prevented, Customer will notify Supplier and will provide a
description of the difficulty and sufficient additional details to assist Supplier in its attempt to
remedy the failure.
B. CUSTOMER'S EXCLUSIVE REMEDY FOR ANY BREACH OF, OR NONCONFORMITY
WITH, THE LIMITED WARRANTY SET FORTH IN SECTION 5.A (ii) IS THAT SUPPLIER
WILL, AT ITS OPTION, EITHER REPAIR OR REPLACE THE ALLEGEDLY DEFECTIVE
-4-
The System Works;...
SOFTWARE. CUSTOMER AND SUPPLIER AGREE THAT IN THE EVENT THAT
SUPPLIER DETERMINES THAT THIS EXCLUSIVE REMEDY PROVES IMPOSSIBLE OR
INEFFECTIVE, CUSTOMERS' EXCLUSIVE AND LIMITED REMEDY SHALL BE TO
TERMINATE THIS AGREEMENT AND RECEIVE A REFUND PROM SUPPLIER OF THE
LICENSE PEE PREVIOUSLY PAID TO SUPPLIER FOR THE NON -CONFORMING
SOFTWARE.
C. THE LIMITED WARRANTY SET FORTH IN THIS SECTION 5 IS THE SOLE WARRANTY
MADE BY SUPPLIER WITH RESPECT TO THE SOFTWARE AND IS IN LIEU OF ALL
OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING HEREBY
FULLY DISCLAIMED.
6. PATENT OR COPYRIGHT INFRINGEMENT:
A. Except as otherwise set forth in Section 6.B, Supplier shall defend, indemnify and hold harmless
Customer from any suit, cause of action, judgment, liability, cost, expense (including court costs
and attorneys' fees) or other actual or alleged claim of any kind arising because the Software
furnished by Supplier to Customer pursuant hereto infringes a valid United States or Canadian
patent or copyright of a third party, provided Customer:
(i) Provides Supplier with prompt written notice of any claim of infringement or otherwise;
and
(ii) Permits Supplier to exclusively defend, compromise, settle or appeal any such claim or
judgment; and
(iii) Provides Supplier with all available information, assistance and cooperation, at no cost
to Customer, to enable Supplier to defend, compromise, settle or appeal any such claim
or judgment.
The provisions set forth in this Section 6.A. shall not prohibit Customer's participation with
Supplier in the defense or appeal of any such claim or judgment should Customer choose to
participate, at its own expense (such expense not being indemnified by Supplier) and with
attorneys of its own choice, provided that Supplier shall have sole control and authority with
respect to any such defense, compromise, settlement, appeal or similar action.
B. Supplier shall have no obligation to Customer under Section 6.A if the alleged infringement or
violation is based upon:
(i) Customer's use of the Software other than as set forth herein and in the operating
instructions for the Software and the Documentation delivered to it by Supplier; or
(ii) Any modification or alteration to or of the Software performed by anyone other than
Supplier or its subcontractors, agents or assignees; or
(iii) Supplier's compliance with Customer's designs, specifications or instructions.
C. Should Customer's right to continue to use the Software pursuant hereto be enjoined by a court
because the Software is declared to infringe a valid United States or Canadian patent or
copyright, it shall not be deemed to be a breach of this Agreement by Supplier if Supplier, in its
sole discretion, either:
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The System Works .
(i) Procures for Customer the right to continue to use the Software; or
(ii) Modifies the Software to render it non -infringing but substantially functionally
equivalent to the Software prior to such modification: or
(iii) Replaces the Software with non -infringing software which is substantially functionally
equivalent to the Software.
D. In the event that none of the options set forth in Section 6.0 are reasonably possible or effective,
Supplier shall terminate this Agreement and the license granted herein and refund to Customer
the License Fee.
E. THIS SECTION 6 STATES SUPPLIER'S ENTIRE OBLIGATION TO THE CUSTOMER
REGARDING ANY PATENT OR COPYRIGHT INFRINGEMENT.
7. CUSTOMER'S INDEMNITY:
Without limiting Supplier's and Customer's rights and obligations pursuant to Section 6.A, 6.B or 6.C,
and except for any personal injuries or property damage occurring as a result of the actions of Supplier, its
employees or agents, either solely or in concurrence with others, Customer shall defend, indemnify and
hold harmless Supplier, together with Supplier's officers, directors, shareholders, employees and agents
from any suit, cause of action, judgment, liability, cost, expense (including, without limitation, court costs
and attorneys' fees) or other actual or alleged claim of any kind arising out of Customer's negligent
possession or misuse of the Software, including, without limitation, any decisions made or actions taken
or omitted to be taken as a result of the use of the Software.
8. CONFIDENTIAL INFORMATION
C7 A fa11/01
A. Customer acknowledges that the Software is the confidential information of Supplier and that it
represents and embodies certain valuable and proprietary information and trade secrets of
Supplier. Accordingly, Customer agrees not to give or make available the Software to anyone
other than:
(i)
Its employees who are under duties of confidentiality and who are required to have
access to the Software in the normal course of their employment with Customer; or
(ii) After notifying Supplier in writing in advance, other third parties who are required to
have access to the Software and who have executed, in advance of any such disclosure,
confidentiality/non-disclosure agreements in form and substance reasonably satisfactory
to Supplier.
Customer agrees to implement procedures to prevent other persons from obtaining access to or
use of the Software without Customer's knowledge and Supplier's prior express written
permission. Customer further agrees to protect, preserve and keep secret the Software to at least
the same degree as Customer protects, preserves and keeps secret its own confidential
information.
B. In addition to the obligations set forth in Section 8.A, during the term of this Agreement and for
a period of three (3) years after any expiration or termination hereof, Customer agrees to hold in
trust and confidence and not disseminate or disclose in any manner to any individual or entity,
except as may be specifically permitted in each instance pursuant to the provisions of Sections
8.A (i) or (ii), the Software and any confidential and proprietary information relating thereto
(collectively the "Confidential Information").
-6-
The System Works;..
C. In addition to the obligations set forth in Section 8.B, with respect to any trade secrets embodied
in or which comprise a portion of the Confidential Information, the obligations of non -disclosure
set forth in this Section 8 shall apply to each such item or information for so long after any
expiration or termination hereof as such item or information remains a trade secret.
D. An item will not be considered either Confidential Information or a trade secret of Supplier if it
is:
(i) In the public domain prior to disclosure to Customer, or subsequent to such disclosure
but through no fault of Customer; or
(ii) Known by Customer prior to the Effective Date hereof and not subject to a duty of
confidentiality; or
(iii) Independently developed by Customer and not subject to a duty of confidentiality; or
(iv) Obtained from a third party not subject to a duty of confidentiality.
(v) Covered under public disclosure laws, including, but not limited to, RCW Chapter
42.17.
9. LIMITATION OF LIABILITY:
CT A fi//1/0q
A. NEITHER SUPPLIER NOR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL
BE LIABLE TO CUSTOMER OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, GENERAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THIS AGREEMENT OR THE BREACH HEREOF BY
SUPPLIER, OR ARISING OUT OF CUSTOMER'S POSSESSION OR USE OF THE
SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS INCURRED
AS A RESULT OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF PROPERTY, LOSS OF
DATA, OR LOSS OF PROFITS WHICH MAY ARISE IN CONNECTION WITH THE USE OF
OR INABILITY TO USE THE SOFTWARE OR ANY COPIES THEREOF, AND
REGARDLESS OF WHETHER SUPPLIER HAS BEEN APPRISED OR NOTIFIED OF THE
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIMS OCCURRING OR
WHETHER SUCH CLAIMS OR DAMAGES ARE BASED, OR REMEDIES ARE SOUGHT,
IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR
OTHERWISE.
B. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 9.B, IN NO EVENT WILL
SUPPLIER'S OR ANY OTHER INDIVIDUAL'S OR ENTITY'S LIABILITY FOR ANY
DAMAGES OR INJURIES TO CUSTOMER OR ANY OTHER INDIVIDUAL OR ENTITY
EVER EXCEED THE LICENSE BEE PAID BY CUSTOMER FOR THE SOFTWARE,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE,
STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE. THE LIMITATION
OF LIABILITY SET FORTH IN THIS SECTION 9.B SHALL NOT APPLY TO ANY
PERSONAL INJURIES OR PROPERTY DAMAGE OCCURRING AS A RESULT OF THE
ACTIONS OF SUPPLIER, ITS EMPLOYFFS OR AGENTS, EITHER SOLELY OR IN
CONCURRENCE WITH OTHERS, AND SHALL NOT APPLY TO THE OBLIGATIONS OF
SUPPLIER SET FORTH IN SECTIONS 6.A, 6.B AND 6.0 HERETO.
-7-
The System Works..
10. SOURCE CODE:
If Customer requests in writing for Supplier to provide Customer with the source code for the Software,
Supplier agrees to do so, at no additional charge, if and only if the following conditions and requirements
are met:
(i) Supplier has ceased providing support services for licenses of the Software either directly or
through an authorized representative or assignee; or
(ii) Supplier has unilaterally refused to provide support services for Customer's Software after
Customer has requested such services at Supplier's then -current fees and under its then -current
conditions; and
(iii) Customer has not breached or defaulted in its obligations or duties pursuant to this Agreement;
and
(iv) Customer agrees in writing that such source code for the Software shall be included in the
definition of Software set forth herein and subject to all provisions and limitations of this
Agreement, including, without limitation, the provisions of Sections 2 and 8 hereof.
11. GENERAL
CT A (SM1/91
A. The failure of either party to strictly enforce any rights set forth in this Agreement, or granted at
law or in equity, shall in no way be construed to be a waiver of such right, nor affect the validity
of this Agreement or any part thereof, or the right thereafter to enforce each and every right and
provision.
B. All notices required by or relating to this Agreement shall be in writing and shall be sent to the
parties to this Agreement at their address set forth on the first page hereof, or to such other
address as either party may substitute by written notice to the other.
C. Neither party shall be in default by reason of any delay in complying with the terms of this
Agreement for delays due to:
(i) Acts of God, public enemy or the government, in either its sovereign or contractual
capacity; or
(ii) Fire; or
(iii) Flood; or
(iv) Epidemic; or
(v) Freight or other embargoes; or
(vi) Unavailability of transportation, components or materials; or
(vii) Any cause or condition beyond either party's reasonable control, whether foreseeable or
not.
D. If any provisions of this Agreement is ruled to be invalid under any applicable statute or rule of
law, it is, to that extent, omitted, but the remainder of this Agreement shall continue to be
binding upon the parties hereto.
E. This Agreement shall be governed, construed and interpreted in accordance with the laws of the
State of Washington. If any legal action is brought by either party related to this Agreement, the
prevailing party will be entitled to reimbursement by the other party of its attorney's fees and
related expenses.
-8-
The System Works;.
F. All Exhibits and Addendums hereto are incorporated herein by this reference. This Agreement
and the Exhibits and Addendums hereto constitute the entire Agreement between the parties
relating to the subject matter hereof and shall supersede all proposals or prior agreements,
whether oral or written, and all other communications between the parties relating to the subject
matter of this Agreement. This Agreement shall not be amended other than by an instrument in
writing of subsequent date hereto, executed by the duly authorized representatives of both parties.
The subsequent execution or signature by Supplier of a Purchase Order or other similar purchase
authorization document from Customer shall be construed and interpreted as evidence of
acknowledgment of receipt of such Purchase Order or similar document by Supplier only, and,
notwithstanding any other language, terms, or conditions contained in such Purchase Order or
similar document, shall in no way be construed, interpreted or become effective as an amendment
or modification of any of the terms and conditions of this Agreement. Supplier's response to the
Customer's Request For Proposal for an Automated Maintenance Management System is
incorporated herein as an Attachment.
G. Supplier and Customer each warrant and represent to each other that the person executing this
Agreement for and on its behalf has been, and is on the Effective Date, duly authorized by all
necessary and appropriate action to execute this Agreement.
H. The Section headings in this Agreement are for convenience of reference only and shall not affect
the meaning of any provisions herein. This Agreement may be executed in multiple
counterparts, each of which may be deemed to be an original, but all of which shall collectively
constitute only one agreement.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement
as of the Effective Date.
"Customer"
CITY OF YAKIMA
"Supplier"
THE SYS 1'EM WORK, , INC.
By: By:
Name (Print): � �, Name:
Title: - s' Title:
Attest: Attest:
Its: "" - J �a Its:
.st
STA 6/12/94
-9-
Dui. (1%. '
Module(s):
Maintenance Control
Stores Control
Purchasing
The System Works..
EXHIBIT "A"
SOFTWARE
Invoice Matching
Advanced Security
Project Tracking
Warranty Administration
Component Tracking
Chargeback
Customer has the option to license the Source Code for 25% of the original License Fee for a period of
seven (7 years from the Effective Date
Customer may exchange the Software for Supplier's MPAC-SQL or MPAC-2000 product and receive
a credit toward the then -current license fee for the MPAC-SQL or MPAC-2000 product as follows:
During the first 24 months after the Effective Date: 100% of License Fee paid
From 24 months to 36 months after the Effective Date: 50% of License Fee paid
From 36 months to 60 months after the Effective Date: 25% of License Fee paid
After 60 months after the Effective Date: (No Credit)
CT A At71/04
-10-
1. First Site:
Designated System:
Description:
Serial #:
2. Second Site:
Designated System:
Description:
Serial #:
3. Third Site:
The System Works i.
EXHIBIT "B"
Yakima, WA
Prime 6550
Designated System:
Description:
Serial #:
4. Fourth Site:
Designated System:
Description:
Serial #:
5. Fifth Site:
ST A 6,01/01
Designated System:
Description:
Serial #:
-11-
The System Works .
DESIGNATED SYSTEM(S) AND SITE(S)
EXHIBIT "C"
DELIVERY AND INSTALLATION DATE NOTICE
The undersigned Customer hereby acknowledges that the Software listed below has been delivered and loaded on
the proper Designated System at the Site listed below and has been demonstrated to be operational in accordance
with the Documentation.
"Customer"
By:
Name (Print):
Title:
Date:
SOFTWARE:
SHE:
SLAv""'/3
Delivery Date:
Installation Date:
-12-
RESOLUTION NO. R-93- 109
A RESOLUTION authorizing the City Manager and City Clerk of the City of
Yakima to execute four agreements with the System Works,
Inc. to implement an Automated Maintenance Management
System.
WHEREAS, over the last ten years, a series of studies have identified
requirements for cost accounting and maintenance management systems to help
manage the City's investment in plants, buildings, lands, and infrastructure and
to streamline support services; and
WHEREAS, an Automated Maintenance Management System (AMMS) has
been designed to satisfy those requirements; and
WHEREAS, the City of Yakima AMMS Committee has reviewed the City's
requirements and recommended an AMMS software system that is available from
the System Works, Inc.; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to implement the Automated Maintenance Management System that is
available from the System Works, Inc., now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager and City Clerk are hereby authorized and directed to
execute the following agreements with the System Works, Inc., of Marietta,
Georgia, which agreements are attached hereto and specifically identified as
follows:
1. Software License/Use Agreement;
2. Software Support Agreement;
3. Professional Services Agreement; and
4. Source Code Escrow Agreement.
ADOPTED BY THE CITY COUNCIL this 26th day of October , 1993.
ATTEST: Mayor
Acting City Clerk
res/system works rp
THE SYSTEM WORKS, INC.
BID PACKAGE
Prospect: City of Yakima
Address: 129 North 2nd Street, Yakima, WA 98901
Contact: Mr. Rick Pettyjohn
Sales Rep: Mark Dees
# Sites:
1
Product: MPAC-UX
Platform:
Reviewed By:
Approved By:
Prime
Telephone No.: 509-575-6098
Fax No.:
Site Survey
Date:
By:
Investment Summary
Software License
Hardware/RDBMS
Customization (Conversions,Interfaces,Mods)
Customization (Documentation)
Implementation
Training
Consulting
Travel & Per Diem (To be billed at actual)
Bid Total
MPAC S/W Support (Annual)
Hardware/RDBMS Support (Annual)
Basis: Estimated T & M
(Fixed Price or Estimated T&M)
Valid Until:
(Date)
$ 25,000
$8,280
$1,120
$34,400
$4,500
6/30/94
CDS
MIS
PA
PPE
Manager of Contracts
Vice President of Client Operations - Reg Fast
Date:
Date:
Date:
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.51
BID DESCRIPTION SUMMARY
Implementation Overview
Exceptions/Deviations
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
PROFESSIONAL SERVICES RATE/TRAVEL SUMMARY
Hourly Labor Rates
Programming (Atlanta Office) $115
Programming (Client Site) $135
Design $115
SQE $115
Consulting $140
Senior Consulting $190
Project Administration $115
Training (Customized) $115
(customized includes preparation time)
Technical Support $115
Publications $80
Secretarial $50
Travel Expense Rates
Prospect:
Prepared By:
Reviewed By:
Implementation Travel Time
Consulting Travel Time
Airfare
Per Diem
City of Yakima
$920
$1,120
Date:
Date:
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
# Maintenance Employees
License Size (S,M,L)
Product:
SOFTWARE LICENSE
<50
Small
MPAC-UX
(MPAC-UX, MPAC-SQL, MPAC-2000, Curator)
First Addtl. Optional
Item Module Site Site(s) Modules Total
1 Cash Disbursements $18,000 $18,000
2 Interface Utilities $7,000 $7,000
3
4
5
6
7
8
9
10
11
12
13
14
Prospect:
Prepared By:
Reviewed By:
City of Yakima
License Total: $25,000
Date:
Date:
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
Event
IMPLEMENTATION
# Off -Site # On -Site Estimated # of
Days Days Cost Trips Comments
Project Kickoff
Account Setup
Base Software Install
Management Reviews
Pre -Implementation Business
Review
Pre -Implementation Business
Review (Curator only)
Start Up Support
Follow Up Support
On -Site Superintendent
Project Administration
7 days a month
Technical Management
Secretarial
Add'I Tech Trng for
Interface Utilities
Labor Totals
1
1
3
5
$920 Reconfgure account.
Cut and ship tapes.
2 $2,760 1 Procedures/Workflow
devlpm't for CD module.
2
4
$2,760
$1,840
$8,280
1
2
# of Trips On -Site Days
Travel Time
Airfare
Per Diem
Travel & Per Diem Totals
Rate
Totals
Prospect:
Prepared By:
Reviewed By:
City of Yakima
Tech Trng for Utilities
Date:
Date:
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
HARDWARE/RDBMS
Unit Extended Annual
Qty Item Cost Cost Support
Prospect:
Prepared By:
Reviewed By:
Total
City of Yakima
Date:
Date:
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
MODIFICATIONS
Estimated Estimated
Item Description Days Cost
1 On Site Requirements for all
2
3
4
5
6
7
8
9
10
11
12
Prospect:
Prepared By:
Reviewed By:
Modifications
Total
City of Yakima
Date:
Date:
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
INTERFACES
Estimated Estimated
Item Description Days Cost
1 On Site Requirements for all
2
3
4
5
6
7
8
9
10
11
12
Prospect:
Prepared By:
Reviewed By:
Interfaces
Total
City of Yakima
Date:
Date:
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
CONVERSIONS
Estimated Estimated
Item Description Days Cost
1 On Site Requirements for all
2
3
4
5
6
7
8
9
10
11
12
Prospect:
Prepared By:
Reviewed By:
Conversions
Total
City of Yakima
Date:
Date:
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
ORIENTATION COURSES
Maintenance Planning Philosophy 010 20 2 $3,275
Maintenance Planning Practices 020 20 2 $3,450
"Maintenance Planning Workshop 021 20 4 $6,250
Maint. Planners - Advance Topics 025 8 4 $5,925
MPAC Orientation For Project 030 12 5 $7,850
Teams (Maint., Stores, Purch, & AP)
MPAC Orientation For Project 031 12 4 $6,750
Teams (Maint. & Stores)
MPAC Orientation For Department 040 12 2 $3,275
Managers
MPAC Overview For Management 041 20 1 $2,025
Materials Management Principles 050 20 3 $5,625
Orientation Totals
'The (0211 workshop is a combination of the (010) Philosophy and 1020) Practices courses.
APPLICATIONS TRAINING -
MAINTENANCE
MPAC For Planners - Basic 110 8 4 $7,050
MPAC For Maintenance Managers 120 8 1 $2,225
MPAC For Maintenance Clerks 130 8 2 $3,650
MPAC For Operations Managers 190 8 1 $2,225
MPAC For Operations Hourly 191 8 1 $2,225
MPAC For Maintenance Supervisors 210 8 2 $3,600
MPAC For Maintenance Tradesmen 211 8 1 $2,225
Maintenance Totals
APPLICATIONS TRAINING -
STORES
MPAC For Materials Managers 140 8 3 5 $5,875
MPAC For Inventory Control 150 8 2.5 $4,250
Personnel
MPAC For Issuing and Receiving 220 8 2 $3,600
Personnel
Stores Totals
THE SYSTEM WORKS, INC.
- 5/12/94 -
Bid Package (Rev. 2.5)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
APPLICATIONS TRAINING -
PURCHASING
MPAC For Purchasing Supervisors 160 8 3 $5,350
MPAC For Purchasing Clerks 170 8 2 $3,325
MPAC For Buyers and Expeditors 230 8 3 $4,700
Purchasing Totals
APPLICATIONS TRAINING -
ACCOUNTS PAYABLE
MPAC For A/P Supervisors 180 8 3 $4,975
MPAC For A/P Clerks 181 8 3 84,975
MPAC Cash Disbursements 182 8 1 $2,225
Accounts Payable Totals
APPLICATIONS TRAINING -
TRAIN THE TRAINER
MPAC For Maintenance Trainers 410 8 4 $7,150
MPAC For Storeroom Trainers 420 8 3 $5,225
MPAC For Purchasing Trainers 430 8 3 $5,225
Instructor Techniques 450 8 3 $4,850
Training Support 460 8 3 $4,800
Train The Trainer Totals
1
4
1
4
1
1
$1,120
1
1
$1,120
1
1
$1,120
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
OPTIONS TRAINING
Project Tracking 510 8 2 $3,350
* Project Planning & Scheduling 515 8 0 5 $950
* Event Tracking 520 8 0.5 $950
* Drawing Control 530 8 0 5 $950
* Tool Control 540 8 0.5 $950
* Motor Pool 550 8 0 5 $950
* Tagout Control 560 8 0.5 $950
* Corporate Stores Control 570 8 0.5 $950
* Chargeback Processing 580 8 0.5 $950
Options Totals
* These one-half day 'options' training courses can only be scheduled in conjunction with other scheduled courses.
SYSTEMS TRAINING
MPAC System Administration 600 8 3 $4,850
MPAC Advanced Security For 615 8 1 $2,225
System Administrators
MPAC Query Language Training 630 8 2 $3,700
Advanced Query Language 635 8 1 $2,225
Curator System Administration 670 8 2 $3,350
Curator End User Training 675 8 1 $2,050
Systems Training Totals
RDBMS Training
Overview of Unidata ED100 N/A 5 $1,800
VMS & UniData System Admin. ED250 N/A 5 $1,800
UniData System Admin. for VMS ED252 N/A 3 $1,800
UNIX Fundamentals ED204 N/A 1 $1,800
UNIX Network Management ED205 N/A 5 $1,800
Intro. to VAX/VMS Technology ED253 N/A 2 $1,800
VMS User Skills ED254 N/A 3 $1,800
VMS/DECnet Network Management ED255 N/A 5 $1,800
Local Area Network Concepts ED801 N/A 3 $1,800
Client/Server Concepts ED802 N/A 1 $1,800
Introduction to UNIX -CBT ED210 N/A 5 $1,800
UNIX System Administration ED215 N/A 5 $1,800
Unidata & VMS System Admin. ED250 N/A 5 $1,800
Unidata System Admin. for VMS ED252 N/A 3 $1,800
RDBMS Totals
Note: Courses are at the client site and class rates are per day for up to 4 students. Each additional student will incur a fee of $125 per day
THE SYSTEM WORKS, INC.
- 5/12/94 -
Bid Package (Rev. 2.5)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
DATA BASE BUILDING TRAINING
Equipment Data Building Strategy 700 10 4 5 $7,725
* Equipment Data Building Project Plan 701 N/A N/A $4,200
Development (Follow -Up Option)
* Equipment Hierarchy Chart 702 N/A N/A $550
Development (Follow -Up Option)
Stores Data Building Strategy 710 10 4 5 $7,725
* Stores Data Building Strategy Project 711 N/A N/A $4,200
Plan Development (Follow -Up Option)
Preventive Maintenance Data Building 720 10 4.5 $7,725
Strategy
PM Data Building Project Plan 721 N/A N/A $4,200
Development (Follow -Up Option)
Data Base Building Totals
▪ These follow-up options are not available as stand-alone services
UPGRADE COURSES -
MAINTENANCE
MPAC For Planners Basic 110U 8 3 $5,300
MPAC For Maintenance Clerks 130U 8 1 $1,850
MPAC For Maintenance Supervisors 210U 8 1 $1,850
UPGRADE COURSES -
STORES
MPAC For Material Managers 140U 8 2.5 $4,200
MPAC For Inventory Control 150U 8 1 5 $2,585
Personnel
MPAC For Issuing and Receiving 220U 8 1 $1,815
Personnel
UPGRADE COURSES -
PURCHASING
MPAC For Purchasing Supervisors 160U 8 2 $3,575
MPAC For Purchasing Clerks 170U 8 1 $1,675
MPAC For Buyers and Expeditors 230U 8 2 $3,125
UPGRADE COURSES -
ACCOUNTS PAYABLE
MPAC For A/P Supervisors
Upgrade Totals
THE SYSTEM WORKS, INC.
180U 8 2 $3,325
- 5/12/94 -
Bid Package (Rev. 2.5)
TRAINING
Course MPAC Max Days/ Cost/ # of # of Custom # of On -Site Course
Title Course # Size Sess Sess Students Sess Course Trips Days Cost
REFRESHER COURSES -
MAINTENANCE
MPAC For Planners Basic 110R 8 2 $3,650
* MPAC For Maintenance Clerks 130R 8 0 5 $935
* MPAC For Maintenance Supervisors 210R 8 0 5 $935
REFRESHER COURSES -
STORES
MPAC For Material Managers 140R 8 1 5 82,525
MPAC For Inventory Control 150R 8 1 81,725
Personnel
* MPAC For Issuing and Receiving 220R 8 0 5 8900
Personnel
REFRESHER COURSES -
PURCHASING
MPAC For Purchasing Supervisors 160R 8 1 $1,785
* MPAC For Purchasing Clerks 170R 8 0 5 8850
MPAC For Buyers and Expeditors 230R 8 1 81,565
REFRESHER COURSES -
ACCOUNTS PAYABLE
MPAC For A/P Supervisors
180R 8 1 81,675
Refresher Totals
* These one-half day 'refresher' training courses can only be scheduled in conjunction
with other scheduled courses.
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
Event
CONSULTING
Standard Off -Site On -Site # of Total
# of Days Days Days Trips Days
Cost
Assist With Developing Communications And
Employee Awareness Program
Assist With Developing Maintenance
Improvement Program
Assist With Defining Maintenance
Support Responsibilities
Assist With Developing System Related
Procedures
2
10
4
5
Review Inspection, Lubrication, And 4
PM Program
Review Equipment Keywords And Qualifiers 4
Review/Develop Support Coding Systems 2
Review Equipment Numbers and Cost Centers 4
Guide Noun/Qualifier Development 2
Additional Consulting
Additional Consulting
Additional Consulting
Additional Consulting
Additional Consulting
Consulting Totals
Cost of Consulting Travel is:
Consultant Travel Cost is:
1 Day Of Travel Per 4 Of Consulting
1 Day Of Travel Per Trip
51,120 Per Day
$1,120 Per Day
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
TRAINING & CONSULTING TRAVEL AND PER DIEM
TRAINING
Travel Time
Airfare
Per Diem
# Of On -Site
Trips Days Rate Totals
1 1 $920 $920
1 1 $1,600 $ 1,600
1 1 $125 $125
Training Travel & Per Diem Totals $2,645
CONSULTING
Travel Time
Airfare
Per Diem
Consulting Travel & Per Diem Totals
# Of On -Site
Trips Days Rate Totals
$1,120
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
CUSTOMIZATION TRAVEL AND PER DIEM
CONVERSIONS
Travel Time
Airfare
Per Diem
Conversion Travel & Per Diem Totals
# Of On -Site
Trips Days Rate Totals
$920
MODIFICATIONS
Travel Time
Airfare
Per Diem
Modification Travel & Per Diem Totals
# Of On -Site
Trips Days Rate Totals
$920
INTERFACES
Travel Time
Airfare
Per Diem
Interface Travel & Per Diem Totals
# Of On -Site
Trips Days Rate Totals
$920
THE SYSTEM WORKS, INC. - 5/12/94 - Bid Package (Rev. 2.5)
Amendment 1
The Software License/Use Agreement entered into between the City of Yakima ("Customer")
and The System Works, Inc. ("Supplier") on October 26, 1993 is hereby amended effective June
30, 1994 and set out below:
1. Exhibit "A". Add the additional modules. "Cash Disbursements", "Interface Utilities".
2. License Fee. "In consideration for the additional modules licensed, Customer agrees to
pay an additional License Fee of Twenty Five Thousand Dollars ($25,000.00) payable
within 30 days of the effective date of this Agreement.
All other provisions of the Software License/Use Agreement remain in effect.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized officers to
execute this amendment as of the effective date.
City of Yakima The System Works, Inc.
By:
Name: /(./Liz v -c1/1/ „.71,5 Jr,
Title: �/ 1/&77i€5.2r
By:
Name:
Title:
Amendment 1
The Software Support Agreement entered into between the City of Yakima ("Customer") and
The System Works, Inc. ("Supplier") on October 26, 1993 is hereby amended effective June 30,
1994 and set out below:
1. Exhibit "A". Add the additional modules. "Cash Disbursements", "Interface Utilities".
2. Support Fee. "In consideration for the additional modules licensed, Customer agrees to
pay an additional Support Fee of Four Thousand Five Hundred ($4,500.00) beginning
January 15, 1995.
All other provisions of the Software Support Agreement remain in effect.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized officers to
execute this amendment as of the effective date.
City of Yakima The System Works, Inc.
By: By:
Name: Er .,, -S /4 i j \1 ✓- Name:
Title: j'%7(4rlcC6'' Title:
June 30, 1994
Mr Mark Dees
The System Works, Inc.
1640 Powers Ferry Road
Building Eleven
Marietta, GA 30067
Dear Mr. Dees,
Please accept this letter as acknowledgement of The City of Yakima having received MPAC-
UX software and associated documentation.
Please let me
if you have any questions. Thank you.
ck Pettyjohn
The City of Yakima
THE SYSTEM WORKS', INC.
3301: Windy.R dge Parkway
Marietta, Georgia 30067
404/952-8444
Telefax: 404/955-2977
DATE: `5 /i9 Al
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IF A PROBLEM OCCURS, PLEASE CALL / 5 -
AC: O TIW
DOC
SOFTWARE ESTIMATE
City or akinria, Washington - -
E #innate, Fer'Capturing:Ei4ulp tttit°:Reatal.Ch r es
yakestl¢doc
1.0 Overview
14,;146300
Ra ph Sanallmai
'May1.0,199.4
This document is in response to a request by the City Of Yakima, Washington to estimate the effort
required to modify MPAC to capture labor hours and costs associated with equipment rental charges
to a work order. Estimate summary and approvals are on the last page of this document.
2.0 Estimate
2.1 Modification Summary
2.1.1 Modifications To Dictionaries
New fields would be added to the following files:
Prepared Ralph
By: Smailman
File
DAILY.LD
WEEKLY.LD
PERIOD.LD
YTD.LD
HOLD.YTD.LD
OPEN.MO
COMP.MO
PERIOD.MO
EQUIP
EQUIP.HIST
PARENT. SEC.HIS'T
Fields To Be Added[
Equipment Rental Hours
Hourly Rental Rate
Equipment Rental Hours
Hourly Rental Rate
Equipment Rental Hours
Hourly Rental Rate
Equipment Rental Hours
Hourly Rental Rate
Equipment Rental Hours
Hourly Rental Rate
,actual Equipment Rental Hours
Actual Equipment ;[cental Cost
Actual Equipment Rental Hours
Actual Equipment Rental Cost
Actual Equipment Rental Hours
Actual Equipment Rental Cost
Hourly Rental Rate
Actual Equipment Rental Cost
Actual Equipment Rental Cost
Approved
The System LUarkse..
LZ E T tnH_) yb . 61 AVW
S/! /94
City Of Yakima. Washington
Estimate For Modification To Capture Equipment Rental Charges
Work Order 94-01968-00
2.1.2 Modifications To MPAC Screens, Reports, and Internal Logic
In addition to the file modifications described above, the following functional
modifications would be required in MPAC.
2.1.2.1 Work Order Cost Summary Screen
This screen would be modified to display a new cost classification for
Equipment Rental Hours and Costs ($). The costs would be computed from
the new fields added to the OPEN.MO and COMP.MO Files for Actual
Equipment Rental Hours and Actual Equipment Rental Cost.
2.1.2.2 New Work Order Equipment Rental Cost Detail Screen
A new screen would be created which would display equipment rental costs for
a particular work order. The format of this screen would be similar to the
Work Order Cost By Employee screen. A "Which One" option on the bottom
of the Work Order Cost Summary screen would take the user to this new
screen.
2.1.2.3 Equipment Cost History Inquiry Screen
This screen would be modified to display a new cost classification for
Equipment Rental Costs ($). The costs would be computed from the new field
added to the EQUIP.HIST File for Actual Equipment Rental Cost.
2.1.2.4 New Equipment Rental Cost Detail Screen (By Equipment Number)
A new screen would be created which would display equipment rental costs for
an equipment item. The format of this screen would be similar to the new
Work Order Equipment Rental Cost Detail screen described in section 2.1.2.2.
A "Which One" option on the bottom of the Equipment Cost History Inquiry
screen would take the user to this new screen.
2.1.2.5 Maintenance Of Hourly Rental Rate On EQUIP File
The Equipment Entry & Maintenance screen would be modified to allow
maintenance on the new field, Hourly Rental Rate, on the EQUIP File.
2.1.2.6 Daily Labor Entry Screens (By Employee and By Work Order)
These screens would be modified to flag labor hours entered as applying to
rental equipment. To accomplish this, an Equipment Rental Flag (YIN) would
be added to the screens for each line. The updates of these hours would be to
2
The System Worksi...
5/18/94
City Of raktma, Warhrngton
Emmons ForModitcorion To Capture $qurpmenr Renrol Charges
Work Order 94-01968-00
the OPEN.MO and COMP.MO Files. The Hourly Rental Rate would also be
captured from the EQUIP File and updated to the Labor Distribution files with
the hours. The assumption is that the existing Equipment Number fields on the
Daily Labor Entry screens are appropriately located for data enuy and would
not require modifications.
2.1.2.7 Daily Labor Update Logic
This internal MPAC logic would be modified to calculate equiprnent rental
costs based on hours entered which apply to a rental equipment item. The
updates of these costs would be to the OPEN.MO, COMP.MO, and
EQUIP.HIST Files.
2.2 Estimate Summary For Modification To Capture Equipment Rental Charges
The estimate includes TSW work only and does not include work to be performed by the City
Of Yakima. The estimate does not include TSW time for travel, training, consulting, or on-site
installation. Cost estimates are computed at $115 per man-hour.
SERVICE
Detailed Desi_n
HOURS
� 35
COST
$ 4,025
Pro ramming
— 35
4,025
S •E T'estin_
19
2,185
Shi• New Software
_
2
2230
Total Estimate
91
$ 10 465
2.3 Estimate Approvals
c
TSW Supervise , Design, Date
Estimating, & SQE
3
City Of Yakima Project Mgr
(or representative)
Date
The System UU rks u.
eZ E t (,ZF: ) 56 . 61 AVII