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HomeMy WebLinkAboutR-1990-D5792 Infocel, Inc. Resolution No.b M 5 7 9 2 A Resolution authorizing the City Manager and the City Clerk of Yakima to execute an agreement with Infocel, Inc., an independent contractor, to supply computer software and services to result in a comprehensive, automated Financial Management System for an amount of $122,650.00 (excluding sales tax). Whereas, the City of Yakima desires to implement a Financial Management System on its Prime computer system; and Whereas, the City has determined that it is in the best interest of the City to procure a Financial Management System; and Whereas, Infocel has developed and markets a Financial Management System that operates on Prime Computer Systems; and Whereas Infocel has adequate resources to implement their Financial Management System, now, therefore, Be it resolved by the City Council of the City of Yakima: The City Manager and the City Clerk of the City of Yakima are hereby authorized to execute the Financial Management Systems Computer Licensing and Services Agreement which is attached hereto and by reference made a part hereof. Adopted by the City Council this ) Lf . day of U u ST 1990. 9 .(:u (41, Mayor Attest: City Clerk FINANCIAL MANAGEMENT SYSTEMS COMPUTER LICENSING AND SERVICES AGREEMENT THIS AGREEMENT is entered into by and between the CITY OF YAKIMA, a first class Washington city, whose offices are located at 129 North Second Street, Yakima, Washington 98901 (the "City ") and INFOCEL, Inc., a Delaware corporation located at 4800 Six Forks Road, Raleigh, North Carolina 27609 ( "Infocel "). RECITALS A. The City wishes to license computer application software and purchase professional services to assist the City in implementing a comprehensive, automated Financial Management Systems ( "FMS ") comprised, among other things, of computer software programs for its general accounting functions. B. INFOCEL has developed, owns and markets a computer application software system identified in this document as "INFOCEL FINANCIAL SYSTEMS" and comprised of the modules described in Exhibit 1, "Licensed Software Modules ". C. INFOCEL markets, coordinates, maintains and administers computer application software systems and services to and for municipal government entities to automate municipal Financial Management Systems. D. INFOCEL desires to sell, lease, contract, and /or provide technical and professional services, and license computer application software and all related documentation, to the City to assist the City to implement a comprehensive, automated FMS. E. INFOCEL is capable of and has the ability and technical and professional expertise needed to provide the City with an automated FMS and to consult with the City to develop specifications for modifications to INFOCEL's standard release software and to implement and support a computer hardware and software system based upon INFOCEL FINANCIAL SYSTEMS customized to meet the requirements defined in the specifications for modifications to INFOCEL FINANCIAL SYSTEMS and agreed upon by the City and INFOCEL. The City has relied upon such ability and expertise of INFOCEL, which reliance has induced the City to enter into this Agreement. 1 TERMS 1. pef initions As used in this Agreement, the following terms shall have the meanings set forth below: 1.1 "Base Software" shall mean that version of INFOCEL's standard release software programs shown in the column entitled "Release Number" for each software module described in Exhibit 1, "Licensed Software Modules" as distributed on the Effective Date, in both machine readable Object Code and Source Code together with Source Code Related Materials and Software Documentation, along with INFOCEL's standard release documentation normally distributed to support INFOCEL FINANCIAL SYSTEMS. 1.2 "The City" includes the City of Yakima and all entities and agencies for which it performs municipal functions pursuant to law, regulation, ordinance or agreement and the agents of the City of Yakima and such entities and agencies. 1.3 "Enhanced Software" shall mean the Base Software as changed to meet the enhancements described in Exhibit 2 - System Enhancements, which shall include those modules identified in Exhibit 1, changed to become the Enhanced Software, in both machine readable Object Code and Source Code, together with its associated Software Documentation and Source Code Related Materials for this software. 1.4 "Enhancements" shall mean those changes to the Base Software, the Software Documentation, and the Source Code Related Materials which are not generally distributed by INFOCEL, but are necessary to enable the Base Software to meet the requirements as specified in Exhibit 2 - System Enhancements. 1.5 "Upgrades" shall mean those revisions and enhancements to the Base Software (in both machine readable Object Code and Source Code together with Source Code Related Materials and Software Documentation), as may be generally distributed by INFOCEL under the provisions of the INFOCEL Application Software Maintenance Program, as set forth in Section S, from time to time which have substantially the same or greater functionality and the same product number as their predecessors. 1.6 "Modification" shall mean a revision to the Base Software or the Enhanced Software not generally distributed by INFOCEL requested by the City for which the price and specifications have been agreed upon by the City and INFOCEL, that enhances, upgrades or improves the Base Software or Enhanced Software, and which was not set forth in Exhibit 2 - System Enhancements. 2 1.7 "Licensed Software" shall mean the Base Software, Upgrades, Enhanced Software, Modifications, Software Documentation and Source Code Related Materials. 1.8 "Source Code" shall mean Prime Information Basic computer programmer level code, and Source Code Related materials in an encoded machine readable form, such as might be recorded on a magnetic tape or disk, which can be compiled with the Prime Information Basic compiler for the Licensed Software but excludes the Source Code for any and all INFOCEL proprietary development tools and program maintenance tools. 1.9 "Object Code" shall mean the form of the relevant Licensed Software resulting from the compilation of the Source Code by the Prime Information Basic compiler into machine language, and which is appropriate for execution by the Prime 50 Series Computer System. 1.10 "Software Documentation" shall mean such user manuals and reference manuals developed, owned and /or marketed by INFOCEL and designed to explain or support the Base Software, including but not limited to the documents known as the USER OPERATING INSTRUCTIONS and the DETAILED SYSTEM DESIGN specifications and any copies of all or any part of the Software Documentation for application software modules listed in Exhibit 1. 1.11 "Source Code Related Materials" shall mean all source code generators, screen generators, compilers, assemblers or similar supporting software which (together with the Source Code) are necessary and sufficient to create complete machine readable Object Code that constitutes the Base Software, Enhanced Software, Upgrade or Modification, as the case may be, as well as sufficient instructions and documentation to enable such programs to be reconstructed. 1.12 "City's Prime 9955 Computer System" shall mean the computer system installed in the City's Information Systems Division in the Yakima City Hall made up of a Prime central processing unit ( "CPU "), its peripheral equipment, communications network, operating system and system utilities as described in Exhibit 3 herein. 1.13 "Effective Date" shall mean the date of execution by the last signator of this Agreement. 1.14 "Standard Release Application Software" shall mean the Base Software as changed by Upgrades, if any. 2. Administrators 2.1 The City shall designate its Accounting Manager, Bob Wheeler or his successor, as Finance Coordinator to coordinate and supervise the duties the City expressly assumes pursuant to this 3 Agreement related to implementation, installation and training associated with provision of the products and services pursuant to this Agreement. 2.2 The City shall designate its Senior Analyst, Sharon Brown or her successor, as the Data Processing Coordinator to coordinate and supervise the duties the City expressly assumes pursuant to this Agreement related to installation of the Licensed Software on the City's Prime 9955 Computer System. 2.3 The City shall designate its Information Systems Manager, Rick Pettyjohn or his successor, as the FMS Agreement Administrator to whom INFOCEL shall address all general communications, correspondence and invoices related to this Agreement. 2.4 INFOCEL shall designate Cort Baker or his successor, as INFOCEL's Account Manager to coordinate and supervise the execution of INFOCEL's responsibilities pursuant to this Agreement. The INFOCEL Account Manager shall be available to the City during normal business hours until City acceptance of all products and services identified in Section 4- Provision of Professional Services, Exhibit 1 Licensed Software Modules, and Exhibit 5 Delivery Schedule and shall give the City's requests for information and assistance a first priority over all other normal job responsibilities. 2.5 The City may,, in its discretion and upon written notice to INFOCEL, designate other individuals in place of those named above to fulfill the aforementioned job functions. 3. Grant of Licenses 3.1 INFOCEL hereby grants and the City hereby accepts a non - exclusive, perpetual license to use, and to copy for backup purposes, the Licensed Software as identified in Exhibit 1, "Licensed Software Modules" in accord with the terms of this, Agreement. 3.2 The City may, at its option, request the installation of the Phase II application software modules in Exhibit 1, Licensed Software Modules. The Initial License Fee for Phase II modules are guaranteed for one year from the Effective Date of this Agreement. 3.3 (a) The Licensed Software may be used by the City in its sole discretion for any purposes related to the management of the affairs of the City. (b) The City may use, copy and distribute the Software Documentation in its sole discretion to the City's users, for any purposes related to the management of the affairs of the City. 4 (c) There are no limitations or obligations with respect to use, copying and distribution by the City of any and all City information and /or data generated out of the use of the Licensed Software, and any and all application systems used with the Licensed Software. INFOCEL does not and shall not claim any right, title or interest in any and all City information and /or data generated out of the use of the Licensed Software. 3.4 The City shall allow no one except associated agencies and individuals of the City that are funded by the City in its annual budget to use the Licensed Software, under the terms and conditions herein, without specific written consent of Infocel. 3.5 The City may merge, imbed, modify and alter the Base Software, the Enchanted Software, any Upgrades, and any Modification. If the City performs any such act with or without the written consent of INFOCEL and such acts results in a program error, INFOCEL may, in its reasonable good faith discretion, retract its obligation to correct those program errors caused by the City generated changes pursuant to Section 7 herein. Any such retraction shall be effective only after the City has been notified in writing. INFOCEL will, at the City's written request, use its best efforts to correct the programs and repair the data base at the City's Expense; and the City agrees to pay INFOCEL, at INFOCEL's then current rates, for such assistance plus all expenses incurred by INFOCEL. 3.6 The City acknowledges that any software resulting from enhancements or modifications to the Licensed Software developed by the City, with or without the advice or support of INFOCEL, shall not constitute new software different from the Licensed Software and as such shall be totally owned by INFOCEL and shall be governed by the same rights and obligations as the Licensed Software under this Agreement. Notwithstanding the above INFOCEL will not market or in any way distribute City developed enhancements or modifications without the expressed prior written consent of the City, however, INFOCEL will not be prohibited in any way from incorporating and licensing equally functional enhancements to its application software and INFOCEL requires no consent of the City to incorporate such functionality in its software and license said software to existing or future customers. 3.7 The Licensed Software shall be installed and maintained on the City's Prime 9955 Computer System or an upgraded Prime Computer compatible with INFOCEL software. The City may move the software to a different CPU by securing written approval from INFOCEL, said approval not being unreasonably withheld. The City may not install and operate licensed software on more than one CPU at the same time except for emergency backup purposes. 5 3.8 The City may transfer the Licensed Application Software to an upgraded Prime system by paying a software upgrade fee to be determined by subtracting the Initial License Fee in Exhibit 1 for each module from INFOCEL's then current published price for that module at the appropriate tier price and by paying the appropriate Annual Maintenance Fee. INFOCEL's current published prices for the licensed application software is contained in Exhibit 7, INFOCEL's Current Price List. Payment will be made to INFOCEL at the time the application software is installed on the upgraded system. 3.9 The City may add additional memory, disks, tapes, or other peripherals and /or connect it's Prime 9955 computer to a network without notifying INFOCEL or incurring any additional software fees from INFOCEL. 4. Provision of Professional Services 4.1 INFOCEL hereby agrees to provide and the City hereby accepts according to the terms set forth in this Agreement the Professional Services as described in Section 4.2 through 4.10 herein and pursuant to the schedules in Exhibit 5. 4.2 INFOCEL shall perform the services described in Sections 4.3 through 4.10 one time for the Licensed Software Modules listed in Phase I Modules, License Fees & Maintenance Fees of Exhibit 1 - Licensed Software in accordance with the schedule contained in Exhibit 5 -- Delivery Schedule . If the City chooses to install the Licensed Software Modules listed in Phase II Modules License Fees & Training Hours, INFOCEL shall perform the installation and training for those Phase II Modules in accordance with the schedule contained in Exhibit 5 Delivery Schedule. 4.3 INFOCEL shall modify the Base Software so it will reasonably meet the requirements contained in Exhibit 2 System Enhancements, Section EX2 -1 - Year -end Summarization of Revenue and Expense Accounts, EX2 -2 - Interface of City's Payroll Projection System with INFOCEL's Budget Preparation Module, EX2 -3 Interface of City's Payroll Calculation System with INFOCEL's General Ledger Module, EX2 -4 - Additional Cost Method for Stores Inventory and EX2 -5 - System Installation and Integration resulting in the Enhanced Software. 4.4 INFOCEL shall properly install the Licensed Software on the City's Prime 9955 Computer System such that the Licensed Software can perform all the functions and features described in the Software Documentation. At the same time, INFOCEL shall deliver to the City one copy of the Source Code, Object Code, Source Code Related Materials and 6 Software Documentation for the Licensed Software. The installment shall be accepted when the Licensed Software reasonably performs all the functions and features described in the detailed specifications for the Licensed Software on the City's Prime 9955. 4.5 INFOCEL shall, in cooperation with the City staff and using such methods and such times as to minimize the disruption to the City's operations, thoroughly test the Licensed Software and train the City in its use. Such testing shall demonstrate to the City's Finance Coordinator and the City's Data Processing Coordinator that the Licensed Software: (a) Reasonably performs all the functions and features described in the software documentation for the Base Software. (b) Reasonably meets the requirements of the detailed specifications for the Enhanced Software; (c) Is properly interfaced with the other modules in the FMS such that the integrity of the data and functions are maintained. (d) Is properly interfaced with the City systems required in Exhibit 2 - System Enhancements; 4.6 INFOCEL shall provide one (1) copy of all Software Documentation to the City at no additional charge for all Enhanced Software. The City may copy the Software Documentation for its own use. 4.7 INFOCEL shall provide the agreed upon training on the Enhanced Software as requested by the City to include training on all operational software functions. Such training shall take place at City Hall, City of Yakima during normal business hours. 4.8 INFOCEL shall provide the agreed upon training to the City's Data Processing Coordinator as requested by the City to include training on all system related functions necessary for the Licensed Software to operate properly on the City's Prime 9955 computer system. Such training shall take place at City Hall, City of Yakima during normal business hours. 4.9 The total number of training hours which will be provided to the City for each module is designated in Exhibit 1. Additional training may be purchased by the City from INFOCEL at INFOCEL's then current rates. 7 4.10 If the cost to INFOCEL to modify the base software for any Enhancement exceeds costs contained in Exhibit 2 - System Enhancements, the charge to the City for that enhancement shall nonetheless be limited to the cost set forth in Exhibit 2. 5. City Acceptance and Payment for Licenses and Professional. Services 5.1 The City agrees to reimburse INFOCEL for all travel, living, out of pocket expenses, and pre- approved miscellaneous expenses incurred by INFOCEL personnel in conjunction with the planning, installation and support of the computer system and the training of City personnel. Travel related expenses shall not exceed $9,000 provided the City does not request more training trips than identified in Exhibit 5, Delivery Schedule. The City agrees to pay all pre - approved miscellaneous charges, incurred by INFOCEL on behalf of the City and billed by INFOCEL to the City, no later than thirty (30) days after INFOCEL's invoice date. 5.1.5 Upon completion of the services included in EX2 -5 INFOCEL may issue an invoice for the System Integration and Installation fee as outlined in the Exhibit 1, Licensed Software Modules. INFOCEL may issue an invoice for the System Integration License outlined in Exhibit 1 immediately after the installation of the first Application Software modules and training has been performed on those modules. 5.2 Within fifteen (15) days of satisfactory completion of the requirements specified in Section 4, Provision of Professional Services, and for each module of the Licensed Software thereafter accepted by the City, the City shall issue a written Certificate of Preliminary Acceptance of the Licensed Software for each such module to INFOCEL. 5.3 Upon receipt of each Certificate of Preliminary Acceptance for the Licensed Software module, INFOCEL may issue an invoice for eighty percent (80 %) of the Software module cost of such Licensed Software module as specified in Exhibit 1, Licensed Software Modules and Exhibit 2, System Enhancements where applicable, and identified in the Certificate of Acceptance. 5.4 Within ten (10) days of receipt of the invoice, the City shall pay INFOCEL the invoice amount specified in Section 5.3 in full. 5.5 Within sixty (60) days of satisfactory completion of the requirements specified in Section 4.3 through 4.8 for each module of the Licensed Software by INFOCEL, the City shall issue a Certificate of Final Acceptance to INFOCEL for the Software for each such module. 5.6 Upon receipt of the Certificate of Final Acceptance for the Licensed Software for each module, INFOCEL may issue an invoice to the City for the remaining twenty percent (20 %) of the cost for each such Licensed Software module. 8 5.7 Within ten (10) days of receipt of the invoice, the City shall pay INFOCEL the invoice amount specified in Section 5.6 in full. 5.8 If at any time, INFOCEL fails to perform the services specified in Section 4 according to the schedule specified in Exhibit 5, the City may, at its sole option, extend the schedule. The City must notify INFOCEL in writing of its intention to extend or not to extend the schedule. 5.9 If INFOCEL continues to fail to perform the services specified in Section 4 according to the schedule specified in Exhibit 5 and any extensions the City may have granted, and if, in the sole opinion of the City, INFOCEL is unlikely to satisfactorily complete such services in a period of time satisfactory to the City, the City may terminate this Agreement pursuant to Section 15, and in according with the procedures outlined herein. 6. Enhanced Software Modifications 6.1 The City may in its discretion submit requests for Modification of the Enhanced Software to INFOCEL. Such requests must include detailed systems specifications for the modification or, INFOCEL will develop, at City request, those detailed systems specifications for the modifications on a time and material basis. Once the City and INFOCEL agree on a price and schedule then, INFOCEL shall modify the Enhanced Software as reasonably requested by the City, and provide machine readable Source Code, Object Code, Software Documentation and associated Source Code Related Materials, according to the guidelines contained in Section 6.2 through 6.10 herein. 6.2 Within a reasonable time after the City's submission to INFOCEL of a request to modify the Enhanced Software, INFOCEL shall provide the City with a written quotation to provide the Modification. Such quotation shall include an estimate of the cost to the City, the number of hours INFOCEL would need to complete the Modification, a schedule for delivery of the Modification, and the number of trips INFOCEL would make to the City for installation and /or training including any and all revisions to the Software Documentation. 6.3 If the City accepts in writing INFOCEL's quotation and schedule for the Modification, INFOCEL shall promptly commence such Modification. If the City rejects INFOCEL's quotation of the cost for the Modification as unreasonable, or the parties are unable to agree to a cost or schedule, the City shall have no further obligation to INFOCEL with respect to the proposed or any future Modifications. 6.4 Upon the acceptance of INFOCEL's estimate by the City, the estimate shall be considered a firm bid for the Modification and INFOCEL shall not invoice the City for an amount greater than the estimate. 9 6.5 Within fifteen (15) days of delivery of the Modification to the City by INFOCEL, the City shall determine if the Modification meets the specifications agreed upon by the City and INFOCEL for the Modification. If the Modification does meet the proposal's specifications, the City shall issue a written acceptance of the Modification. 6.6 Upon receipt of the City's Certificate of Acceptance, INFOCEL may issue an invoice for the Modification cost. 6.7 Within ten (10) days of receipt of the invoice, the City shall pay INFOCEL the invoice amount specified in Section 6.6 in full. 7. Application Software Warranty INFOCEL's Standard Release Application Software is warranted to be free from defects by INFOCEL for a period of ninety (90) days from the software certification date, providing City makes no changes to the standard application software. Correction of defects is a service provided by the application software maintenance program after expiration of the warranty. In the event a defect is caused by a revision made by other than INFOCEL personnel or its agent(s), INFOCEL will correct the program on a time and material basis, plus expenses of travel and lodging to the computer site, if required. Enhancements and modifications made to any version of the software by INFOCEL or its agents are warranted to be free of defects for a period of ninety (90) days from the software certification date. 8. Application Software Maintenance Program 8.1 Licensed Version - "Licensed Version" means the version (release) of the application software licensed to the City under this Contract and Agreement, such version(s) being particularly identified in Exhibit 1 and referred to as Base Software and defined in Section 1.1 of this Agreement. 8.2 Current Version - "Current Version" means the Licensed Version of the Base Software or if one or more new versions have been delivered to the City under a product release, the last version so delivered. 8.3 Defect - "Defect" means a failure of the Current Version of the Base Software to reasonably conform with the requirements of its Software Documentation, excluding any failure attributable to the computer, City software, inadequate input data, software supplied by others, customized code modifications or causes beyond the control of INFOCEL. 10 8.4 Services to be Performed - INFOCEL will from time to time as appropriate prepare and furnish to the City the following: 1) Engineering Newsletters, being reports which describe in narrative for both functional and technical changes in the Current Version. 2) Engineering Bulletins, being brief reports describing in a preliminary way problems or Defects in the Current Version. 3) Product Releases, being reports and documentation providing functional and /or technical modifications of or enhancements to the Current Version. A tape in machine readable for containing new or modified programs and procedures will be furnished with each Product Release. 4) Product Updates, being reports containing recommendations for the correction of problems or Defects in the Current Version. INFOCEL will provide these Product Updates in machine readable form (magnetic tape, cassette, etc.); or in the form of a "transmittal" when tabular data is being maintained; or in the form of a computer generated listing showing the recommended product modifications. The choice of the distribution media will be made based on volume of change and at the sole discretion of INFOCEL. INFOCEL will provide the services called for in Section 8.3 above for any existing version of Base Software for a period of three (3) months after such version has been superseded through the release of a new Current Version. 8.5 Term of Maintenance - Each Base Software module maintenance term shall commence upon expiration of the warranty period. The term shall extend for an initial term of twelve (12) months and then automatically extend for renewal terns of twelve (12) months each. The maintenance term shall be automatically renewed annually on the anniversary date unless the City provides written notification to INFOCEL thirty (30) days prior to the renewal date. 8.6 Payment of Maintenance Fee - The Annual Maintenance Fee for the first year shall be due and payable ninety (90) days from the issuance date of the Certificate of Final Acceptance for each module. The first year's payment amount shall be prorated to the next February 1. Each subsequent year's payment amount shall be due and payable on February 1 of each year. INFOCEL shall invoice the City for the Annual Maintenance Fee, including any fee increases, at least 60 days prior to the renewal date. 11 8.7 Reporting of Failures - The City shall report in writing to INFOCEL's Customer Support all failures which, in its opinion, may constitute a Defect. Such failures when deemed to be critical may be reported by telephone but such telephonic report shall be followed promptly by a written report. The City shall also furnish in connection with such reports, such supporting data as INFOCEL may reasonably request. 8.8 implementation of Changes 1) The City shall be responsible for implementing at its expense, all changes to the Current Version furnished by INFOCEL hereunder. 2) The City understands that changes to the Current Version furnished by INFOCEL hereunder will be designed for implementation in the Current Version as it exists without customization. The City acknowledges that it will be responsible in the event that the Current Version is customized for preserving in machine readable form a copy of the Current Version as it existed prior to such customization. The City also understands that its failure to implement all changes to a Current Version furnished from time to time by INFOCEL hereunder may render it difficult or impossible to implement changes subsequently furnished. 8.9 New INFOCEL Application Systems INFOCEL shall have no obligation hereunder to furnish to the City any new application software which it may in its discretion announce from time to time. The City understands that new application software may include a system developed by re- writing the Licensed Version or the Current Version to incorporate such major changes as different data base management systems, different systems software, different programming languages or the capacity to operate on incompatible computer hardware. 8.10 If the City cancels the Maintenance and Upgrade Service, the City shall not be eligible to receive any subsequent Upgrades. However, the City may renew its eligibility for Upgrades and reinstatement the INFOCEL Maintenance and Upgrade Service by paying to INFOCEL any fees that would have been paid to INFOCEL during the period of cancellation had the Maintenance and Upgrade service not been cancelled. 9. INFOCEL Warranties and Representations INFOCEL makes the following representations and warranties to the City, which representations and warranties are made for the express purpose of inducing the City to enter this Agreement: 12 9.1 INFOCEL has full power and authority to execute, deliver and perform this Agreement and all actions of INFOCEL necessary for such execution, delivery and performance have been duly taken. No consent of any party to this Agreement or any other party is required or remains to be required for the execution, delivery or performance of this Agreement by INFOCEL. 9.2 INFOCEL has and at all time material hereto has had all rights, title and interest in and to the Licensed Software such that it may distribute the same to the City free from any encumbrances which would in any way curtail, impair, diminish or derogate any of the rights granted to the City under this Agreement. 9.3 No other person, organization or entity has or will have any right or interest in or to all or any portion of the Licensed Software which would in any way curtail, impair, diminish or derogate any of the rights granted to the City under this Agreement. 9.4 The Software Documentation reasonably describes the function and performance of the Licensed Software. 9.5 The Licensed Software shall reasonably perform in a manner that is consistent with the related Software Documentation. 9.6 The Licensed Software shall be compatible with and will fully and correctly operate under Prime's Primos Operating System Release 22.1 and under Prime's Information Release 8.1.2. INFOCEL shall maintain such compatibility and operations under all future releases of Primos and Information, however, it shall be the City's responsibility to maintain the enhancements or modifications to the base software. 9.7 The Licensed Software is fully compatible with the City's Prime 9955 Computer System and will operate on such system. 10. INFOCEL Ownership and Confidentiality Rights 10.1 Application Software License City acknowledges that it is licensing the Base Software outlined in Exhibit 1 from INFOCEL and that ownership of that Base Software resides with INFOCEL. City agrees that INFOCEL's Base Software outlined in Exhibit 1 is proprietary to INFOCEL and was developed by INFOCEL at great expense. City agrees not to sell, give, or otherwise make available that Base Software to any other party without the express written permission of INFOCEL. The Base Software herein furnished is licensed for the sole use by the City only on the 13 computer equipment specified in Section 1.12 and may not be used by any other entity other than the City and may not be transferred to any other computer equipment without prior written agreement from INFOCEL, except as expressly granted in this Agreement. 10.2 Proprietary Rights City acknowledges that the Base Software is INFOCEL's trade secret and is subject to the proprietary rights of INFOCEL, and that City shall have no right, title, or interest therein, except as expressly set forth in this Agreement. Upon reasonable notice the, City shall provide access to INFOCEL to inspect all copies of Base Software which are in City's possession. 10.3 Acknowledgement of No Enchancement Rights City acknowledges that any Enhancements or Modifications to Base Software developed by City with or without the advice or support of INFOCEL, or by INFOCEL for the City, whether or not reimbursed by City and whether or not developed in conjunction with City's employees or agents, shall be the exclusive property of INFOCEL. City further agrees that Enhanced or Modified versions of Base Software do not constitute application software different from Base Software licensed herein, and as such, shall fall under the terms and conditions of this Agreement. INFOCEL will not market or otherwise distribute City developed enhancements or modifications without the expressed written consent of the City. 10.4 Security of Base Software City will protect the confidential nature of INFOCEL's Base Software by establishing written procedures with respect to City's employees who are permitted access to Base Software to prevent the Base Software from being acquired by unauthorized persons. The procedures established shall be at least as stringent as those in use by City with respect to its other confidential information. City will promptly notify INFOCEL of any unauthorized person(s) having access to Base Software. 10.5 Confidentiality of Base Software City acknowledges that Base Software contains proprietary and confidential information. City will not lend, sell, lease or otherwise dispose of Base Software without the prior written approval of INFOCEL. City will not disclose or show Base Software, source code, or systems documentation to anyone for any purpose without the prior written approval of INFOCEL. 14 10.6 The City agrees that the obligations of confidentiality described heretofore in this Section shall survive the termination of this Agreement. 11. City Ownership and Confidentiality Rights 11.1 All documents, records (whether or not contained in computer storage media or otherwise set forth in writing), equipment or another physical property furnished to INFOCEL by the City or generated through the use of the Licensed Software (the "Information ") are confidential and proprietary and shall remain the sole property of the City and shall be returned to the City promptly as and when requested by the City. 11.2 INFOCEL shall safeguard the Information as it would its own confidential information, which shall be no less than a reasonable standard of care, to help ensure that neither INFOCEL nor its employees disclose any Information to any unauthorized individual, institution, company, or government agency or in any way transfer the Information, in whole or in part, without prior written permission of authorized City personnel. 11.3 INFOCEL agrees that all copies of the Information, in whole or in part, are and shall remain at all times, the property of the City. 11.4 INFOCEL agrees that the obligations of confidentiality described heretofore in this Section shall survive the term of this Agreement. 12. Exceptions to Confidentiality 12.1 Confidentiality obligations shall not apply to INFOCEL or the City with respect to any information available to the general public at the time of the disclosure for reasons other than disclosure in violation of Sections 10 and 11 herein. 12.2 Confidentiality obligations shall not apply to INFOCEL or to the City with respect to any information that is public as required by law or regulation or to any information to be disclosed pursuant to a valid discovery request in a judicial or administrative proceeding. 12.3 Confidential information does not include: (a) Information that is generally available to or known by the public or within the computer hardware or software industry; or 15 (b) Information that was previously known by any party to this Agreement for reasons unrelated to the transaction contemplated by this Agreement, or (c) Information which is developed independently by any party; or (d) Information that is disclosed with no obligation of confidentiality to any party to this Agreement by a third party. 13. Infringement Protection 13.1 INFOCEL shall indemnify and hold harmless the City against any and all claims, judgments, costs, damages, and expenses including incidental, consequential and /or punitive damages which may be incurred by or awarded against the City in any suit action or proceeding brought against the City for infringement of any patent, trademark, copyright, trade secret or other proprietary right, arising out of the use by the City of any release of the Licensed Software, or any part thereof, the Software Documentation, or any part thereof, or any application developed by INFOCEL for the City under this Agreement, including Upgrades, Modifications or Enhancements thereto (herein the "Product ") in its use for the purpose herein intended. If any suit, action or proceeding for any infringement or impairment of any patent, trademark, copyrights, trade secret or other proprietary right be instituted against the City arising out of the use by the City of the Product, and if promptly notified, INFOCEL shall assume and have full control of the defense of the suit, action or proceeding. All expenses incident to the defense thereof shall be paid by INFOCEL, but that the City shall be kept fully informed as to its progress, and shall have the right to confer and give advice and assistance regarding the same. Any and all costs incurred by the City related to such assistance shall be paid for by INFOCEL. This paragraph shall not apply, however, to action brought by INFOCEL against the City for any breach of the City's confidentiality obligations under Section 12 hereof. 13.2 In case the Licensed Software becomes the subject of any valid claim, suit, or proceeding for infringement, or if the use, license or sale of the Licensed Software constitutes infringements, or if the use, license or sale of the Licensed Software is enjoined, INFOCEL shall at its own option and sole expense: (a) Procure for the City the right to continue using the Licensed Software; or 16 (b) Replace the infringing or alleged infringing Licensed Software with a non - infringing Licensed Software providing function and utility equal to that contract hereunder; or (c) Modify the Licensed Software so that it becomes non - infringing while providing Functions and Utility contracted for herein. 13.3 Only if INFOCEL does not cure such infringement under any of the options set forth in Paragraph 13.2 after a period of thirty (30) days, the City shall have the right in its sole discretion to terminate this Agreement pursuant to Section 15.1. 14. Term and Termination 14.1 This Agreement shall be effective from the Effective Date until terminated under the terms and conditions herein. 14.2 This Agreement shall be terminated upon: (a) Mutual written agreement of INFOCEL and the City; or (b) For cause, as defined in Section 15, and in accord with the procedures outlined therein. 14.3 The rights and remedies of either party under this which shall have accrued prior to termination of this Agreement shall survive such termination. 15. Cause for Termination 15.1 This Agreement may be terminated for cause by written notice from the City to INFOCEL: (a) if INFOCEL fails to deliver any product or perform any service within thirty working days of its scheduled date as set forth in Exhibit 5 - Delivery Schedule provided that City has not made any changes to the products detailed specifications or delivery schedules; or (b) if any Licensed Software Module does not reasonably meet its written specifications and fails acceptance testing; or 17 (c) if any Licensed Software Module becomes subject to a claim of infringement of a third party's proprietary intellectual property rights pursuant to Section 13 herein; or (d) if INFOCEL breaches any representation or warranty made in Section 9 herein. (e) the breach of any material covenant of this Agreement which is not cured within sixty (60) days of receipt of written notice from the terminating party to the notified party. 15.2 INFOCEL or the City (the "Terminating Party ") may terminate this Agreement at any time by giving notice of such termination to the other (the "Notified Party ") in the event of: (a) The insolvency, bankruptcy, or inability of the Notified Party to pay debts as and when due, or any assignment by the Notified Party for the benefit of creditors, or the appointment of a receiver for all or a substantial part of the Notified Party's business or property, or an attachment of any such Notified Party's assets that is not released within ten (10) working days thereafter. If any such event under this subparagraph occurs, the party to which it occurs shall immediately notify the other party in a reasonable length of time; or (b) Except as set forth in Section 15.1 herein, the breach of any material covenant of the Agreement that is not cured within thirty (30) working days of notice from the Terminating Party to any Notified Party; or (c) The discovery of the falsehood of any material representation made by any Notified Party of this Agreement or as an inducement to the Terminating Party to sign this Agreement at the time such representation was made; or (d) Any material misrepresentation with respect to the Terminating Party or the Licensed Software made by the Notified Party to any other person or entity. 18 16. Damages. Refunds and Returns 16.1 If the City terminates this Agreement pursuant to Section 15.1, the City at its sole option shall decide to use or reject all license rights accrued to the City. Such decision shall be made for each software module separately. 16.2 If the City decides to use the license rights for a module, the City shall promptly pay INFOCEL in full for the accepted license rights for that module and shall have no further obligations to INFOCEL except as stated in Sections 3, 8 and 10 herein. 16.3 Upon termination of this Agreement, INFOCEL shall return and deliver all documents, information, records (whether or not contained in computer storage media or otherwise set forth in writing), equipment, and other physical property furnished to INFOCEL by the City in connection with its duties under this Agreement or that is the property of the City. 17. Taxes and Business Licenses Taxes, other than income taxes or applicable business license fees, imposed by any authority subsequent to the execution of this Agreement and based upon any hardware, software or services furnished under this Agreement shall be the responsibility of the City and shall be payable by the City to such taxing authority. 18. Damages 18.1 INFOCEL believes that the software furnished hereunder is accurate and reliable and reasonably meets the specifications of its system documentation. However, the amounts to be paid to INFOCEL under this Contract and Agreement do not include any assumption of risk, and INFOCEL DISCLAIMS ANY AND ALL LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE SOFTWARE PROVIDED HEREIN. Notwithstanding the foregoing, INFOCEL shall not be liable to City for consequential damages that may arise or be asserted by a reason of the failure of the system to perform in conformance with the specifications. INFOCEL's sole responsibility shall be to modify or replace the system as delivered to City so that the modified or replaced system reasonably conforms to said specifications. 18.2 The City shall not be liable for any damages arising out of the accidental or inadvertent disclosure of the Licensed Software to any third party. The City's sole responsibility shall be to notify INFOCEL of such accidental or inadvertent disclosure within a reasonable length of time of its discovery. 19 18.3 In the event that the City knowingly and intentionally discloses to a third party any Source Code or other INFOCEL proprietary information provided to it by INFOCEL pursuant to this Agreement, the parties expressly agree that the maximum amount of damages the City is liable for is the amount of the Initial License Fee contained in Exhibit 1 - Licensed Software Modules for the Licensed Software so disclosed, however, the individuals personally responsible for such disclosure are not exempted from liability under this Paragraph 18.3 19. Conveyance and Notices All notices, requests, demands, certificates and other communications hereunder shall be deemed to have been duly given if delivered or if mailed, by United States certified or registered mail, postage prepaid, to the appropriate party at the following addresses. Notice shall be deemed given as of the time delivered or if mailed, 72 hours after deposit in the United States Postal Service. If to INFOCEL Chief Executive Officer INFOCEL, Inc. 4800 Six Forks Road Raleigh, North Carolina 27609 If to Yakima: Yakima City Manager Yakima City Hall 129 North Second Street Yakima, WA 98901 20. Assignment No right or interest pursuant to this Agreement shall be assigned by City without the written permission of INFOCEL and no delegation of any obligation owed by City shall be made without the written permission of INFOCEL. Any non - INFOCEL approved assignment or delegation shall be wholly void and totally ineffective for all purposes. This Agreement will not be assigned by INFOCEL without City's consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, INFOCEL shall be free to assign and delegate this Agreement, in whole or in part, as collateral security, or to any affiliate of INFOCEL, to any purchaser or lessor of substantially all of the assets of INFOCEL or substantially all of the assets of a business segment of INFOCEL with respect to which INFOCEL intends to cease operations, or any successor to INFOCEL through merger, consolidation or similar transaction. 21. Force Ma j eure INFOCEL will not be liable or be deemed to be in breach of this Agreement for any failure or any delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to, 20 acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. If INFOCEL's failure to perform is caused by the default of a sub- contractor, and if such default arises out of causes beyond the reasonable control of both INFOCEL and sub- contractor, and without default or negligence of either of them, INFOCEL shall not be liable for any excess costs for failure to perform, unless the equipment or services to be furnished by the sub- contractor were obtained from other sources in sufficient time to allow INFOCEL to meet the required delivery schedule. Dates or times of performance will be extended to the extent of delays excused by this section provided that the party whose performance is affected notifies the other promptly of the existence and nature of such delay. 22. Intervening Illegality INFOCEL acknowledges that the City has agreed to the terms and conditions of this Agreement expressly on the condition that this Agreement can be performed and terminated strictly in accordance with the terms and conditions. If any law, regulation or order should be adopted or issued which should prevent or interfere in any way with the performance and /or termination of this Agreement in accordance with its terms and conditions, or that would cause the City to pay INFOCEL any compensation, fines, penalties, or payments in addition to the payment provided herein, this Agreement may be terminated at the City's option immediately before such law, regulation or order becomes effective. However, cancellation of this Agreement does not in any way relieve the City of its obligation to pay INFOCEL for any amounts otherwise due prior to the cancellation of this Agreement. 23. General 23.1 Waiver The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any subsequent default or breach of the same or of a different kind. 23.2 Entire Agreement This Agreement supersedes any prior oral or written statement or agreements between the parties with respect to the transactions contemplated under this Agreement. It constitutes the entire agreement between the parties and can be changed only in writing signed by both parties. 23.3 Venue This Agreement shall be governed by the laws of the State of Washington and in any action relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs as determined by a court of competent jurisdiction. Any lawsuit brought to enforce this Agreement shall be brought in the appropriate court in King County, State of Washington. 21 23.4 Independent Contractors The parties hereto agree that the relationship between them is solely that of independent contractors and not that of joint ventures. INFOCEL is acting for its own account, and has no right or authority to assume or create any obligation of any kind or to make any representation of warranty on behalf of or binding upon the City. All powers and rights herein not granted INFOCEL are expressly reserved to the City. 23.5 Incorporation The attached exhibits and that section of the Agreement entitled "recitals" are each hereby incorporated by reference into this Agreement. 23.6 Sevexability If any section of this Agreement shall be found to be invalid by a court of competent jurisdiction, such portion shall be deemed deleted from this Agreement without affecting the validity and enforcement of the remaining sections of this Agreement. EXECUTED and AGREED TO on the dates indicated below. "The City" The City of Yakima Attest: City Manager Date 8/0-i / c) " INFOCEL" Infocel, Inc. :-_ Date . , °` By Its Chairman of the Board ari comma rte. 90 -5 b- 579,1 22 1 EXHIBIT 1 Licensed Software Modules Phase I Modules, License Fees & Training Hours Initial Licensed Software Release License Training Module & Description Number Fee Hours /Trips - GV05 Check Reconciliation 2.1 3,000.00 2 0 - GV79 Central Receivables 2.2 2,500.00 4 0 - GV77 Miscellaneous Revenue 2.0 2,500.00 4 1 - GV78 Miscellaneous Invoicing 2.0 2,500.00 4 1 - DP80 General Ledger 1.5 6,000.00 20 1 - DP81 Accounts Payable 1.5 4,000.00 20 1 - GV85 Budget Preparation 1.7 5,500.00 8 1 - GV86 Financial Report Writer 1.7 7,500.00 8 1 - DP88 Purchasing Management 1.5 10,000.00 12 1 System Integration License 28,000.00 0 0 System Integration and Installation 1,500.00 16 1 ApplicationWriter Maintenance Tool Training 2,950.00 22. 1 TOTAL OF PHASE I MODULES $75,950.00 130 9 Phase II Modules, License Fees & Training Hours Initial Licensed Software Release License Training Module & Description Number Fee Hours /Trips - GV20 Vehicle Maintenance 1.1 6,300.00 4 1 - GV23 Stores Inventory 1.5 7,000.00 8 1 System Integration License 7,000.00 0 0 TOTAL OF PHASE II MODULES 20,300.00 12 2 Phase I & Phase II Totals Initial License Training Fee Hours /Trips TOTAL OF PHASE I AND PHASE II $96,250.00 142 11 f EXHIBIT 2 System Enhancements System Enhancement Cost, Year -End Summarization of Revenue & Expense Accounts 4,200.00 Interface City's Payroll Projection with Infocel's 2,400.00 Budget Preparation Interface City's Payroll Calculation with Infocel's 5,400.00 General Ledger Additional Cost Method for Stores Inventory 5,400.00 TOTAL SYSTEM ENHANCEMENTS $17,400.00 Ex2 -1 Year -end Summarization of Revenue and Expense Accounts. Infocel shall modify the year -end summarization procedures of the Licensed Software to allow summarization of revenue and expense accounts to more than one General Ledger account number per fund. This modification shall allow the staff of the City's Finance Department to select the revenue and expense account numbers to be summarized and the account numbers to which these numbers will be summarized by means of an on -line, menu- driven procedure. Ex2 -2. Interface of City's Payroll Projection System with_Infocel's Budget Preparation Module. Infocel shall modify the Licensed Software Modules to interface the City's currently used Payroll Cost Projection System with Infocel's Budget Preparation Module. This modification shall allow the transfer of account number and amount from the City's Payroll Cost Projection System directly into the Budget Preparation Module. This modification shall allow the transfer of data between the two systems to be controlled by the City Finance Department staf_ by means of an on -line, m__,u- driven procedure. Ex2 -3. Interface of Citv's Payroll Calculation System with Infocel's General Ledger Module,. Infocel shall modify the Licensed Software Modules to interface the City's currently used Payroll Calculation System with Infocel's General Ledger Module. This modification shall allow the transfer of data from the City's Payroll Calculation System to a subset of Infocel's Payroll that provides automatic posting into the General Ledger. This modification shall allow the staff of the City's Finance Department to verify the validity of General Ledger Account numbers and to manually correct any valid General Numbers prior to transferring the data to the General Ledger Module. This modification shall allow the transfer of data between the two systems to be controlled by the City Finance Department staff by means of an on -line, menu- driven procedure. Ex2 -4. Additional Cost Method for Stores Inventory Infocel shall modify the Stores Inventory Module (GV23) to provide the capability to calculate and store the cost of goods maintained in inventory using the First In First Out Method. Ex2 -5. System Installation and Integration. Ex2 -5.1. Infocel shall load the Source Code, Object Code and program maintenance tools for all Licensed Software Modules onto the City °s Prime 9955 Computer in the area designated by the City's Data Processing Coot _nator. Training and annum support license for program maintenance tools are included in the cost quoted. Training and license fees for new development tools are available at an additional cost. Ex2 -5.2. Infocel shall perform tests to assure that all the Licensed Software Modules operate correctly on the City's Prime 9955 Computer Systems at PRIMOS 21.0.3 or higher and Prune INFORMATION 8.1 or higher and perform in accordance with specifications of the Software Documentation and this Agreement. Ex2 -5.3. Infocel shall perform these System and Integration Services in cooperation with the Finance Coordinator and the City's Data Processing Coordinator to assure that the City's Coordinators understand how the FMS operates and can perform routine systems chores such as file back -ups, file maintenance and system restarts. EXHIBIT 3 City's Prime 9955 Computer System The following describes the City's Prime 9955 Computer System configuration as of the Effective Date. 1. Prime 9955 Central Processing Unit - Serial Number IDDB- 35878H -5565. 2. Sixteen (16) megabytes of computer memory. 3. Eighty (80) ICS2 /ICS3 communication ports. 4. One 675 - megabyte CDC disk drive. Four 496- megabyte Prime disk drives. Two 315 - megabyte Prime disk drives. 5. Televideo 955 computer monitors. Televideo 950 computer monitors. Prime PT45 computer monitors. 6. Prime's PRIMOS Operating System release 21.0.3 7. Prime Information release 7.1.0. NOTE: INFOCEL's Financial Management Systems (FMS) software has been certified at the following Prime System Software release levels: PRIMOS Release 22.1.1R11 INFORMATION Release 8.1.2 The City may be required to upgrade to these latest release levels in the event that the FMS does not operate correctly on the City's current release levels. EXHIBIT 4 Infocel Maintenance and Update Service Upon receipt of the Certificate of Final Acceptance for the Enhanced Software from the City, Infocel shall offer to the City the Maintenance and Upgrade Services contained in this Exhibit 4. These services shall be provided on a per module basis for the fees listed below. Phase I Modules - Annual Maintenance Fees and Hotline Support Annual Maintenance Licensed Software Module & Description Fee - GV05 Check Reconciliation 360.00 - GV79 Central Receivables 300.00 - GV77 Miscellaneous Revenue 300.00 - GV78 Miscellaneous Invoicing 300.00 - DP80 General Ledger 720.00 - DP81 Accounts Payable 600.00 - GV85 Budget Preparation 780.00 - GV86 Financial Report Writer 900.00 - DP88 Purchasing Management 1,200.00 - DPOO ApplicationWriter Maintenance Tool Support License 3,000.00 TOTAL OF PHASE I MODULES AND HOTLINE SUPPORT $8,460.00 Other: - ResponseLine (Annual Fee) 2,750.00 Phase II Modules - Annual Maintenance Fees Annual Maintenance Licensed Software Module & Description Fee - GV20 Vehicle Maintenance $760.00 - GV23 Stores Inventory 840.00 TOTAL OF PHASE II MODULES 1,600.00 EXHIBIT 5 DELIVERY SCHEDULE FINANCIAL MANAGEMENT SYSTEMS Applications Training Hours - General Ledger (DP80) 20 - Accounts Payable (DP81) 20 - Financial Report Writer (GV86) 8 - Budget Preparation (GV85) 8 - Purchasing Management (DP88) 12 - Check Reconciliation (GV05) 2 - Central Receivables (GV79) 4 - Miscellaneous Revenue (GV77) • 4 - Miscellaneous Invoicing (GV78) 4 - Vehicle Maintenance 4 - Stores Inventory 8 - ApplicationWriter Maintenance Tool 32 TOTAL 126 TRAINING PLAN Trip 1 Scheduled Training Date September 10, 1990 Applications Training Hours - General Ledger (DP80) 20 - Accounts Payable (DP81) 12 TOTAL 32 Trip 2 Scheduled Training Date October 8, 1990 Applications Training Hours - Accounts Payable (DP81) 8 - Purchasing Management (DP88) 12 - Financial Report Writer (GV86) 8 - Check Reconciliation (GV05) 4 TOTAL 32 Trip 3 Scheduled Training Date April 8, 1991 Applications Training Hours - Budget Preparation (GV85) 8 - Central Collections (GV79) 4 - Miscellaneous Revenue (GV77) 4 - Miscellaneous Invoicing (GV78) 4 TOTAL 20 Trip 4 Scheduled Training Date May 13, 1991 Applications Training Hours - Vehicle Maintenance 4 - Stores Inventory 8 TOTAL 12 Trip 5 Scheduled Training Date TBD Application Training Hours - ApplicationWriter Maintenance Tool 32 (Licensed for Support) TOTAL 32 EXHIBIT 6 RESPONSELINE Customer Support personnel are available during the hours between 8:00 AM and 8:00 PM Eastern Time. They may be reached during those hourb at the regular INFOCEL telephone numbers. The RESPONSELINE service includes the following for all INFOCEL supplied systems and application software: Toll free telephone access to all Customer Support personnel. Telephone support for systems maintenance and error prevention. Telephone support for setting printers and other INFOCEL supplied hardware. Telephone support in assisting customers with diagnosing hardware and /or software problems. Direct connection with customer's system via the modem /telephone, when call is initiated by the customer. Technical Support Bulletins with updated system information. Telephone Support for all standard INFOCEL software applications. Customer Support Bulletins with updated application software information. A monthly "log" of all calls reported. This log will be sent to each customer every month. Up to four hours of telephone support is provided each month. In the event that time spent exceeds four hours, those extra hours will be billed to the customer at the then current hourly rate for this service. Each call will be recorded as a minimum of ten minutes. If a call is determined by INFOCEL to be caused by an applications software defect, it will be logged and reported, but the time involved will not be charged against the four hours. The current annual rate for this service is $2,750, which-will be billed at the end of the month that the initial hardware system is installed. EXHIBIT 7 INFOCEL'S CURRENT PRICE 1 T INITIAL ANNUAL LICENSE RE- LICENSE MODEL DESCRIPTION TIER FEE FEE GV05 Check Reconciliation S $2,500 $325 M 3,000 360 L 4,000 520 GV79 Central Receivables S 2,000 260 M 2,500 300 L 3,500 455 GV77 Miscellaneous Revenue S 2,000 260 M 2,500 300 L 3,500 455 GV78 Miscellaneous Invoicing S 2,000 260 M 2,500 300 L 3,500 455 DP80 General Ledger S 4,500 585 M 6,000 720 L 10,000 1,300 DP81 Accounts Payable S 2,500 325 M 4,000 600 L 10,000 1,300 GV85 Budget Preparation S 4,400 570 M 5,500 780 L 10,000 1,300 GV86 Financial Report S 4,000 520 Writer M 7,500 900 L 10,000 1,300 DP88 Purchasing Management S 7,500 900 M 10,000 1,200 L 15,000 1,800 GV20 Vehicle Maintenance S 5,250 680 M 6,300 760 L 10,000 1,300 GV23 Stores Inventory S 5,100 665 M 7,000 840 L 9,000 1,170 TIER LEGEND: S - Small System (2,000 series and 4050) M - Medium System (4450 and 9000 series) L - Large System (6000 series)