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.
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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.
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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
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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.
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(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.
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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
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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.
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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.
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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.
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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.
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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.
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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:
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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
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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)