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HomeMy Public PortalAboutORD14453 • BILL NO. 2008-104 SPONSORED BY COUNCILMAN Koon ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH SPRINGBROOK SOFTWARE FOR PUBLIC SECTOR FINANCIAL MANAGEMENT SOFTWARE. WHEREAS, Springbrook Software has become the apparent lowest and best offer for Public Sector Financial Management Software; NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The final offer of Springbrook Software is declared to be the lowest and best offer and is hereby accepted. Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement with Springbrook Software for Public Sector Financial Management Software. Section 3. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: I, Appro r-4 t� P(esiding Officer Mayor ATTEST: APPR VED AS TO FORM: ity Cle City Counselor P� ringbrook • SPRINGBROOK SOFTWARE SOFTWARE LICENSE AGREEMENT PARTIES: LICENSOR: Springbrook Software, Inc., an Oregon corporation 111 SW Fifth Avenue, Suite 2900 Portland, OR 97204 Phone: 503.820.2200 Fax: 503.820.4500 Email: sales a,sprbrk.com LICENSEE: CITY OF JEFFERSON CITY 320 E. McCarty Street Jefferson City, MO 65101 Bill Betts IT Director BBetts jeffcitymo.org 573.634.6513(office) • 573.291.5992(cell) EFFECTIVE DATE: AGREEMENT: 1. Definitions. As used in this Agreement, including the Attachments hereto,the following terms shall have the following meanings. a. "Initial Installation"means the first instance of installation or loading of any portion of the Software onto Licensee's computer, network or system, without regard to completion of modifications or other services to be performed under this Agreement. b. "Licensee Modifications"means any modification,enhancement or addition to the Software developed by or for Licensor especially for Licensee's use or at Licensee's request. C. "Licensor Modifications"means any modification,enhancement or addition to the Software by or for Licensor, other than Licensee Modifications. d. "Material"as applied to the Software or an application, shall mean a significant or substantial alteration or effect on the function or output thereof, �(j 111 SW Fifth Avenue Suite 2900 Portland,Oregon 97204 phone 503.820.2200 fax 503.820.4500 www.SpringbrookSoftware.com and"cure"as applied to a Material failure shall mean the provision of functional equivalent functions or means. e. "Specifications"mean the written(both hard copy and electronic text files) description of the functions, capacity,performance and features of the Software as delivered by Licensor to Licensee under this Agreement (including, without limitation, any such description in a response to RFP or RFI delivered by Licensor to Licensee, in a Licensor product brochure provided by Licensor specific to the Software,or in correspondence from Licensor to Licensee). f. "Software"means the version of the Springbrook Software, Inc. software packages, applications and interfaces selected by Licensee, listed on Attachment A(each an"Application'), current at the time of signing this Agreement, and shall include any Licensee Modifications and Licensor. Modifications provided by Licensor to Licensee. g. "User Materials"means all written and electronic documentation, manuals and materials provided by Licensor to Licensee for use in connection with the Software. 2. Grant of License. Licensor grants Licensee a non-transferable,non-exclusive license to use the Software and User Materials, on the terms and conditions set forth herein. • a. Scope of License. Under the License granted herein Licensee may use, copy and distribute the Software (in machine-readable, object code form only) and User Materials to: (i) install,use and execute the Software on computers that Licensee owns or leases for purposes of serving Licensee's internal business needs; (ii) support Licensee's use of the Software under this Agreement; and (iii)transfer or copy the Software from one of Licensee's computers to another, store the Software's machine-readable instructions or data on a temporary basis in main memory, extended memory,or expanded memory of such computers as necessary for such use, and transmit such instructions or data through Licensee's computers and associated devices. b. License Restrictions. Licensee may only use the Software and User Materials within the limited scope set forth herein. In particular, and without limitation, Licensee agrees that Licensee and Licensee's employees will not: (i)assign, sublicense,transfer,pledge or grant a security interest in, lease,rent or share Licensee's rights under this License Agreement with any third party; (ii) reverse assemble,reverse compile,cross compile or otherwise adopt,translate or modify the Software; or(iii)refer to or use any portion of the Software or User Materials as part of any effort to develop any other software program. C. Source Code. Licensor shall house the latest release of the Software with source code with Iron Mountain Escrow for release to the president of the National User Group for distribution to all members in the event of SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 2 Jefferson City,MO bankruptcy or inability of Licensor to continue providing normal support services to its client base. • 3. Ownership; Proprietary Protection. This Agreement does not provide Licensee with title to or ownership of the Software,but only a right of limited use. Licensor shall have sole and exclusive ownership of all right,title and interest in and to the Software and User Materials, all copies thereof, all derivative works, and all related material generated from the Software including material displayed on the screen such as icons, screen displays, etc. (including ownership of all copyrights, trademarks and other intellectual property rights pertaining thereto),whether created by Licensor or any other party, subject to the rights of Licensee expressly granted herein. 4. Confidential Information; Non-Disclosure. Licensee acknowledges that the Software and User Materials, and all underlying ideas, algorithms,concepts,procedures, processes,principles,know-how, and Licensor's methods of business and technical operation(collectively referred to as"Confidential Information") are confidential and contain trade secrets. Licensee shall not use,disclose or cause disclosure of,or distribute any Confidential Information, directly or indirectly, without the prior written consent of Licensor,except that Licensee is authorized to disclose Confidential Information to Licensee's employees or agents as required for Licensee's use of the Software as authorized by this Agreement or as required by Law,which obligation shall survive the termination of this License. Licensee shall indemnify Licensor for damages or costs incurred by Licensor as a result of the unauthorized use, disclosure or distribution of any Confidential Information by Licensee or any of Licensee's employees or agents. Any • information or data of Licensee discovered,viewed or accessed by licensor pursuant to this contract shall be considered confidential. Licensor agrees to protect such information and data from distribution, disclosure or dissemination to anyone except employees of Licensee with a need to know such information in conjunction with the above services and materials,except as authorized herein or as otherwise authorized in writing by licensee. Licensor will use,at a minimum,the same standard of care to protect such information of Licensor as it uses to protect its own similar confidential and proprietary information,which standard of care shall in all events be sufficient to conform with the requirements of this agreement 5. Fees. The fees payable by Licensee to Licensor under this Agreement shall consist of License Fees(as defined in Attachment A), and additional fees for specific services. If any portion of the Fees is paid through an installment note,any default under the terms of said note will constitute default by Licensee under this Agreement. a. License Fees. License fees shall be paid by Licensee solely in consideration of the License granted under this Agreement, and shall be invoiced and payable in the amounts and at the times in accordance with the Schedule of Fees set forth in Attachment A. License Fees are exclusive of Service Fees, and shall not constitute consideration or payment for set-up, implementation management,training and consulting,data conversion,modifications or maintenance. SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 3 Jefferson City,MO b. Fees for Services. Additional fees shall be paid by Licensee in consideration • of set-up, implementation management,training and consulting, modifications, and data conversion, and shall be invoiced and payable in the amounts and at the times in accordance with the Schedule of Fees set forth in Attachment A. C. Maintenance Fees. Maintenance fees shall be paid by Licensee solely in consideration of those maintenance and support services described in a separate Software Maintenance Agreement between Licensor and Licensee. d. Taxes. Licensee is solely responsible for sales or use taxes and state or local property or excise taxes associated with licensing,possession, or use of the Software or any associated services. Software will be provided via the Internet—no physical media(including but not limited to CD's,tapes, manuals, etc)will be shipped. 6. Licensee's Cooperation. Licensee acknowledges that successful installation, implementation and use of the Software cannot be accomplished by Licensor's efforts alone, and requires substantial effort and cooperation by Licensee personnel capable of properly using the Software. Both Licensor and Licensee shall at all times use their best efforts to actively participate and cooperate in data conversion, system installation, implementation,training and use, shall provide each other accurate and timely information, and shall afford each other reasonable access to information and facilities. All substantive communication between Licensor and • Licensee will take place between Licensee's project manager and Licensor's project manager. 7. Acceptance Testing Period. Upon completion of implementation of each Application, Licensor shall give written notice to Licensee that installation of the Application at the Initial Installation site(s) is completed,and that Licensee has achieved live status as to the Application(such times also referred to as"go live date(s)"in Licensor's project schedule, as shall be determined by the parties promptly after execution of this agreement). Licensee shall be deemed to have accepted the Application thirty (30)days after Licensor's notice,unless, during that thirty (30)day period(the"Acceptance Testing Period"),the Application fails to perform in accordance with the Specifications in some Material respect attributable to a defect in the Application or an act or omission of Licensor, and,by the end of the Acceptance Period, Licensee gives Licensor written notice of non-acceptance describing the failure in reasonable detail. If Licensee gives a proper notice of non- acceptance to Licensor,then: a. Investigation. Licensor shall investigate the reported failure. Licensee shall provide to Licensor reasonably detailed documentation and explanation, together with underlying data,to substantiate the failure and to assist Licensor in its efforts to diagnose, reproduce, and if necessary correct the failure. b. Material Failure Found. If there exists a reproducible Material failure to perform in accordance with the Specifications attributable to a defect in the SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 4 Jefferson City,MO Application or an act or omission of Licensor, Licensor shall, within thirty (3 0)days (or such longer period as may be reasonable under the circumstances)after receipt of Licensee's written notice of non-acceptance, correct the failure so that the Application functions in Material conformity with the Specifications. Upon correcting the failure within such period Licensor shall notify Licensee in writing that the failure has been corrected, and another Acceptance Testing Period shall begin in accordance with this Section 7. C. No Material Failure Found. If there was no reproducible Material failure to perform or the failure to perform was not attributable to a defect in the Application or an act or omission of Licensor,then Licensor shall give written notice to Licensee explaining its determination in reasonable detail, and Licensee shall have thirty (30) days to respond with additional documentation or written explanation regarding the failure. If Licensee provides such response, Licensor shall be afforded thirty(30) days to review the response and,if necessary,attempt to correct the failure. If Licensee does not provide such response within thirty(30)days,then Licensee shall be deemed to have accepted the Application as of the date of Licensor's notice. 8. Term; Default; Opportunity to Cure. This Agreement is effective as of the Effective Date and shall continue until terminated. The License shall terminate upon default, cancellation,repudiation or rejection of this Agreement by either party. A party shall be considered in default only if the party,thirty(30) days after receiving written notice from the other party identifying with reasonable specificity a Material failure to comply with any term or condition contained herein(including without limitation Licensee's failure to pay any fees or charges due under this Agreement or any related Software Maintenance Agreement or service agreement, and Licensor's breach of the limited warranty provided in Section 10,has not cured such failure or breach. Upon termination of the License, Licensee shall return to Licensor the Software together with all copies and merged portions in any form and User Materials and related documentation. In the event of termination other than termination resulting from a default(including,but not limited to,Licensor's failure to provide the Software listed on Page 15 of this Agreement)by,Licensor, no License Fees or other Fees then paid or payable shall be waived or refunded, and any License Fees then unpaid shall be immediately payable in full. In the event of termination of Licensee for default by Licensor, Licensor agrees to pay to Licensee all fees paid by Licensee to Licensor to date. 9. Support and Maintenance. Support and maintenance of the Software is not included in this Agreement or the License Fees or Service Fees paid hereunder,but is purchased through a separate Software Maintenance Agreement. 10. Limited Warranty. Licensor warrants that it has title to the Software and that it has full authority to grant this license to Licensee. Licensor also warrants that, as to each Application, for a period of ninety(90)days from the date of Licensee's acceptance of the Application,the Application will function in Material conformity with the Specifications. Licensor makes no warranty regarding the usability or convertibility of any of Licensee's data,the suitability of the Software for SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 5 Jefferson City,MO Licensee's needs, or any performance problem, claim of infringement or other matter to the extent attributable to any use or modification of the Software, or • combination of the Software with any other software or computer program or communications device,not expressly authorized by Licensor in writing. Determination of breach of the foregoing limited warranty or default under this Section 10 shall be subject to the notice and cure provisions of Section 8, and upon receipt of written notice of breach of warranty Licensor shall be afforded a period of thirty (30)days to cure the reported Material defect, failure or other breach. Licensee agrees that the foregoing limited warranty is in lieu of all other warranties of Licensor and Licensor disclaims all other warranties,express or implied, including without limitation any implied warranty of merchantability, fitness or adequacy for any particular purpose or use, quality,productiveness or capacity, or that the operation of the Software will be error-free. 11. Limitation of Remedies and Liability. The cumulative liability of.Licensor to Licensee for all claims relating to the Software and any services rendered hereunder or in any related service or maintenance agreement, arising under or relating to this or any related agreement or warranty(including without limitation the limited warranty provided pursuant to Section 10), or otherwise in contract,tort, strict liability, indemnity or any cause of action whatsoever, shall in all events be limited to the total amount of the Fees paid to Licensor under this Agreement for the relevant Application(s)and related services. In no event shall Licensor be liable for any consequential, indirect, special or incidental damages (including, without limitation, damages for loss of business profits,business interruption, loss of business information, or other pecuniary loss),whether arising out of contract,tort, • warranty or otherwise,even if Licensor has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability shall apply regardless of the success or effectiveness of other remedies. The Fees herein and terms hereof have been agreed to by Licensor in reliance on the allocation of risk and limitation of liability set forth in Section 10 and this Section 11. 12. Venue; Governing Law. Exclusive venue for any dispute between the parties arising out of or relating to this Agreement shall be in the Western District Court of Missouri or, if Federal jurisdiction is not available,the Cole County state court located in Jefferson City. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Missouri,as such laws apply to a contract made and performed in such state,without regard to conflicts of law provisions. 13. Entire Agreement; Construction; Licensor and Licensee Representations. This Agreement, along with the Licensoe's response to the Licensee's Request for Proposals dated March 27, 2008, is the complete and exclusive statement of the agreement between Licensor and Licensee and supersedes all prior and contemporaneous negotiations, discussions,proposals and understandings, oral, written or implied, including those involving any agent of either party,relating to the subject matter herein. No representations or statements made by either party or either party's agents not expressly set forth or referenced in the Agreement shall be binding on either party. Rights, obligations and warranties under this Agreement extend to Licensee and Licensor only, and no other person shall be considered a SPRINGDROOK SOFTWARE LICENSE AGREEMENT Page 6 Jefferson City,MO third parry beneficiary of this Agreement or be otherwise entitled to any rights or remedies under this Agreement. No provision of this Agreement shall be construed in favor of or against any party because one party or its professional advisors participated in the preparation of this Agreement. Licensee represents and warrants that it possesses sufficient mastery of the principles of accounting to use the Software for its intended purpose, and, accordingly, Licensee acknowledges that it is Licensee's responsibility to: develop and institute the use of manual controls to validate the accuracy of the data generated by the system;review proof lists and reports to validate the accuracy of reports and statements; and verify that a functioning archival system is in place, and that the data base is archived to a removable medium on a daily basis. 14. Modification; No Waiver. The terms of this Agreement may only be modified, expanded or added to by a written agreement executed by the parties. No`oral communication between the parties or their agents before or after execution of this Agreement shall be binding upon either party unless the parties expressly agree in writing to the terms of such communication. No waiver by either party of any breach of any term or condition hereof shall be effective or enforceable unless made in writing signed by the party, and no waiver shall be interpreted as a continuing waiver or a waiver of any future obligation. 15. Attorneys Fees. If any suit, action, or other proceeding shall be instituted relating to any term or condition of this Agreement or relating to any of the rights, duties, or obligations arising under it,the prevailing party shall be entitled to recover from the other party and the other party agrees to pay to the prevailing party,whether or not the matter proceeds to final judgment or decree,in addition to costs and disbursements allowed by law, such sum as the trial and each appellate court may adjudge reasonable as an attorney's fee in such suit, action,or other proceeding, and in any appeal thereof including. Such sum shall include an amount estimated by the court as the reasonable costs and fees to be incurred by the prevailing party in collecting any monetary judgment or award or otherwise enforcing each order, judgment, or decree entered in such suit, action, or other proceeding. SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 7 Jefferson City,MO IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in duplicate by its duly authorized officer or representative. LICENSOR: X. Name: Manly Rementeria Signatur Title: Managing Partner, Sales Date: Ca,, 2009 I LICENSEE: CITY OF JEFFERSON I May r A ST: -City CIeJ -� APP307p..A ORM: City gruMor Date: �..�� ,2009 SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 8 Jefferson City,MO ATTACHMENT A: SCHEDULE OF FEES Attachment A contains the price quote issued to Licensee showing the applications and services being licensed and/or purchased,the fees therefore, and the current fees for other services, and a schedule of payment terms. By signing this agreement, Licensee is agreeing to the Schedule of Fees for the duration of the implementation. SPRINGDROOK SOFTWARE LICENSE AGREEMENT Page 9 Jefferson City,MO s ringrbrook NET Investment Pricing Proposal for: City of Jefferson City,MO p a(�Gp G�7rT3 $20.000 $6.600 $3,600 a Included $2,400 $1,200 In $5,400 $1,800 apps $1,500 Included Included GOlmbt$ $400 Included $2,500 Included Included $4,000 $2.400 $1,200 Included $2,400 $1,200• [$1J9 p,�p op �pQ•r $2.000 $1.200 $600 $12,000 $10,800 $3.600 Included $2.400 $1.200 G2fks�z� $1,500 Included Included Gh' c0)QL•t3CQ�°fl Included CJ�. JR $12,000 $7,200 $2,400 . p Included Included Included $5,000 $4,800 $2,400 GilsaOl $5,000 $1,200 $600 Gti /fir $5.000 $1.200 $600 C �QYb $5.000 $1.200 $600 $10,000 $3,600 $1,200- p� $7.000 SK400 $3.600 - jlQg- 'a, Included Included (4 ff�'.0y =13 a $2,400 Included Included 1t l3 o I L13 $2,800 $1,200 $2.400 $5.000 $3.600 $1,200 $5.000 $1,200 $600 O�iOaa� $8.000 $6.000 $1.600 p�S Included Included Included G�Lp $16.000 $7,200 $2,400 $4,000 $1,200 $600 7 $6,000 $1,200 $600 •. • IQt • •,q $4,500 Included Included .." .. .... e . L••L�iLjitQ(3 •( I.. l'�. Included Included o(�fl l $21.000 LuB�(�1G0.1DG�h]GYJ(t oCuO�6.iq)a $3.000 I I $1,760 1 $6.000 G17bC$b 1 ADO $3.000 c1oc�o©caamor $1,600 oQfl �� $16,500 0 445,710 @1V @ n $52,660 o• $24,666 iEO C3 Please see page 15 of the SLA for Project Deliverable Schedule ••Customer is responsible for the purchase of MS-SCIL database Prices valid fa 120 days Pricing ffi bred on standard contract-deviation from standard contract terms may result in modified prices- SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 10 Jefferson City,MO T�.Sp r *1 n g b r o o k Conversion Estimate for: City of Jefferson City, MO 11/21/2008 (3GYmlb c4 Chart of Accounts(no major structural GtJ t3 @Q changes foreseen) $ 2,800.00 Detailed History,Current Year plus 3Years $ 3,300.00 History,Journal entry Level History, GI3m zot)a n @L @Sam M036V Includes Actual and Budget Balances G=MIKE W%13" A/P Vendor Master $ 2,450.00 AM Vendor History,Current Year plus 3 G77 (k• s�l�Djp Years History.Lookup ,no drill down. $ 3,300.00 Purchase Orders,Masters Only.Include successfull bid on purchase order.Current Year PO only.Change Order history not G1f• 1� Included. $ 3,430.00 Project Master and Sub-Project..New World System has 7 fields that we need more information about to see if they are necessary and how they need to be G9W nt •ftC•Q a Chi=L:C" "mapped". $ 2,450.00 Current Year History Only $ 1,375.00 Employee Master $ 3 150.00 Deductions and Benefits(Optional). If JC chooses to forego,each deductions and benfiets will need to be manually atitached for all employees(avg 30-min per Gtr '•dt7GG3=oQO•nom• piliC•IOC employee) $ 2,500.00 Payroll Detailed History,Current plus 7 Gjaa WEGN FPQ=@3M C&•,l years,lookup only,no drill down. $ 2,640.00 Additional years of History,Optional,Per G93M WOUN GL3 o&MO oLY l l costs,Lookup only,no drill down $ 330.00 Applicant Tracking,Current Plus 2 Years. G 9M MUM DM 9 ft@M9_ ft Name/Addr and position applied for $ 1,375.00 G OMM DM 3 Gtr HR&Personal $ 1,375.00 Gb C ACm MOM Business License Masters, $ 2,450.00 Busines License detail,Current Year plus 2 GimQ9At� @3M Years History ( G Utility Billing Masters-Customers $ 2,450.00 ftom a Q91ft gag P&MM DMOV Utility Billing Financial H' $ 1,925.00 Qi1 ( EJ j(`iiY DC Utility Billing Meter Hi $ 11925.00 Accounts Receivable Masters and current year plus 2.Lookup Only,No Drill Down. Gb Lb00emi(i3 G Past due amounts for all h' $ 2,450.00 Fixed Assets,Masters.Requires that city G'k 7 DPI G EX3=i�9 populatis standard import spreadsheet. Parting Ticket Management,Current plus Five years.Lic#,Ticket,Amt,balance, D St�WwEgail= penalty $ 2475.00 mo @5ft Work Order Management !7 Inventory C(F7C• QED gmag 0.=wagw3 Black Bear Building Permit Masters $ 3,500.00 Black Bear Building Permit&Inspection History,Inspectoin history only,no Financial fta(h@M?9mt)zH►ig ma vao@mm D19" History $ 5000.00 InspectTrac Food Inspections to Bldg Pmt DB,Until we start the project,it is not G'cno ssible to commit to a cost 'Conversion costs for this project have been discounted in recognition of the extensive detailed knowledge that the City's existing IT staff bring to the project.Spectfcally as it relates to Data Structures and Schema's for all appllications with the exception of the Black Bear Building Permits system.Client agrees to make available staff to work remotely as a team member on our internal Conversion team to faclitats the data conversion process.Spefically the City's Desginated "Conversion Project Manager"will act as a focal point for all data relalted inquires and efforts that require City IT staff and user community to particape in.They will also work with Springbrook Conversion staff to faciliate the aquistion and manipulation of legacy data in preparation for conversion into Springbrook's applications. SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page I 1 Jefferson City,MO --N-.te:-Con-ve-rs-ion to-inctu d-e c-hart of accounts,the current year's bud.get,current YTD balance(as of a specific �d.,.�_o�esignated_by_the_client),.and.previQus_y.ea�s�endinq Man M estimated cast of your data conversion has been provided in this quote. This estimate is for up to three separalB data pulls for UB,one for Finance and Payroll. We will need to review an actual sample of your data to corfirrrn this estimate Certain factors may cause the cost to exceed the amourt quoted. See section below filled"Not Included in Estimate". There are a variety of factors that can influence the cost of a conversion and a variety of items that are not included In the standard cast estimate for your conversion For example,your estimate will not include the following: • Removal of data from your existing system • Consulting on removal of data from your existing system • Charges or modifications requested after the first conversion and different from the specifications we originally received. • Charges In the format we receive the data in after the first conversion In addition,the following Items can increase the cost of your conversion: • Mired formats d data(a file curtaining tab delimited or comma delimited format. Problems with data integrity • Data manipulation not for the purpose of the conversion,but for the purpose of suppling you with information you dd not previously have access to. Charges in the file format after the first conversion • Charges requested to the data after the second conversion • No file or incorrect file layouts I No cost of fees In excess of those set forth In the Schedule of Fees will be incurred by the Licensee without prior acceptance of Licensee as Indicated on a signed work order SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 12 Jefferson City,MO O Tc� October 29,20M Optional Pricing Proposal for City of Jefferson City, MO ••s e -� • UAlW.51AAL-1f1:.W •e• e e e t o ftfis &Gwbw(9L3NAM@ $3,500 $400 $400 u $11,000 $2,400 $1,200 n i pC� tbd CM u&R! Q CG00Cip @Do PARDO $6,000-$10,000 (cEQxu1111: [�O� $6,000-$10,000 C�tQ NxD C $6,000-$10,000 tbd $1,500 &@Sb 9w ftamam $1,500 Included Included $3,000 Included Included Piu70p $2,000 $1,200 $600 $600 Gxk79 GY90E �`Q���i49�03 °( �i Op $1,750 Prices valid for 120 days • SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 13 Jefferson City,MO City of Jefferson City,MO Springbrook Software-Projected Deliverable Schedule 21-NM-08 mE3T70 l 1XITIMMIREM Availability of V7.NET Module Y Completed-In QA Available wf Bids and QDUUMM Integration with Bids 6 Quotes Y Quotas 012009-Available after work orders @A153 @11MM vailebillfy of V7.NET Module Y release Provide°80en°that displays only time employees Dept Head Is interested in Wring Y Completed-In QA GLGrmQ -0 Employee KstoryArm*employment changes Y 012009 Onfine'po"P°email des to managers about key to do's-(Reviews,Re-Cer00cabons etc.) Y 01 2009 Q DisplaylPrint of Position History.For example,I start out Available Now in as-Clark Typist'at$aft in year are.Your two I earn Financial Revisions $8.40,Year three I switch jabs to*Acct Clerk°at$9.75.hr Y Tab COwi�Gtr my to forward all eftad mew m hiring Mgr. Y completed-In QA C13 Applicant Traddrq Y Of 2009 ^OUHIb GL-3 Open Enrollment Y of 2009 Employee Self Service-Rep"stub.W2 eta. Y 012009 Availability of V7 NET Module Y 022009 Online Payments powered by'Menchard TrsmaW Y Available New _ ��a GYID'iIIk3 Online Payments powered by'Merchant Transact° N 012009 $ 2,800 $ 1,200 $ 2,400 $ 616 Q�1np %=%O vailobt9ty of W WET Module Y 032009 PSIR 3(•6 Online Payments Powered by Tlenchard Transed N 03 2009 $ 2,80o $ 1,200 $ 2,400 $ 616 @DOD Qmnam= vailobltty of V7.NET Module Y 04 2009 01 20119-In MD(baL20 maD2=0 Availability of V7 NET Module Y development PMUGOViom vallability of V7 NET Module Y Qr 2009 lffimon- Integration with of V7.NET Modules Y 042008 Complated as part of (�PS6 Collaborate with Jefferson City IT Stuff to Sync our Lot software File with their Parcel Database Y Implementation Licensee agrees to work with Licensor's development staff in designing and testing the new Bids and Quotes application. The following list contains the features that Licensee is agreeing to incorporate into the first release of this new application: Bids&Quotes/Contracts Business Process We see our customers using the new purchasing application in a number of methods, depending on internal structure, complexity of the purchasing process, and a number of other factors. Several Business Processes will be supported revolving around the timing and use of requisitions. The three major models are listed here. The first major model is the Bid-> Requisition-> Purchase Order process. In this model the Bid is issued, closed, and processed into a requisition. The requisition work flow is used in this model for approval of funds prior to becoming a Purchase Order The second major model is the Bid-> Purchase Order process. In this model the Bid receives approval either before or after publication, depending on the requirements of the city. A second stage of approval also occurs at the Purchase Order stage. The third model is Requisition-> Bid-> Purchase Order. This model is used by organizations that require an initial approval prior to issuing a bid request. Approvals through work flow would be available at each stage if necessary. Processing Bids The good news is many of the entities in Bids and Quotes are similar to our existing structures, so it will be a relatively straightforward application. Bids will be nearly identical to Requisitions in data structure, containing standard information such as Commodity Code, Inventory ID, Product ID, SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 14 Jefferson City,MO Description, Quantity, etc. A number of additional data fields outside of the current requisition will also be tracked, such as publishing date, due date, insurance and bond information (for • respondents), and more. Bid Respondent data will be tracked containing address information, contact information, and other default information currently contained.in the AP Vendor tables. Bid.Respondents will be converted to Vendors on a successful bid award. Bid Respondents maintain their link to the Vendor table if available to maintain a single point of contact. A respondent may also request notification for certain types of items. Bids will contain a number of options for printing/notification including: A standard Crystal Reports form for hard copies of bids to possible respondents. HTML printing for publication of Bid information to the web. Springbrook Word Merge functionality, allowing the publication of rejection letters, award letters, etc. SMTP email notification to preferred or flagged Bid Respondents, similar to the current functionality in Accounts Payable. A Change Control process, similar to the existing process in Purchase Orders, will be available for editing bids, reprinting data, and maintaining audit trail. Contracts Contracts will contain any number of bids, or no bids at all(if allowed by the organization). The contract may be linked through the bid to the Project Management database, allowing any number of Contracts to be rolled up for evaluation at the project level. This role up would occur automatically as the purchase order would establish a bridge between Project Management and Bids&Quotes. Other Features Additional miscellaneous features will include display screens and reports, allowing the user to . • view bid information by Commodity Code, Inventory ID, Product Code, Bid Respondent ID, Vendor ID, Bid Number, Purchase Order, and Project Management Number. These tools will provide comparisons, shipping history and performance, and a complete audit trail for the process. Second Phase Development After the primary system is developed the web extensions will be produced. These applications will allow users to enter their own Bid Respondent data, as well as respond directly to bids (if allowed by the administrator). SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 15 Jefferson City,MO Jefferson City,MO Travel&Living Expense Budget-Invoiced at Actual • Estimated Trip# #Days Expense Business Process Study/Project Management' Business Process Study-Trip#1(Finance Apps) 1 2 $ 1,264.00 Business Process Study-Trip#2(CIS Apps&WO&Inventory) 1 4 $ 1,728.00 Project Management-Trip#1(Project Kickoff) via phone 2 $ - Project Management-Trip#2(Project Mid-Point) via phone 0 $ - Project Management-Trip#3(Project Conclusion) via phone 0 $ Conversion-Trip#1 (Finance Apps) via phone 0 $ - Conversion-Trip 02(CIS Apps) via phone 0 $ - 8 $ 2,992.00 F,financial]Ap'plicatio'ns�Training Purpose of Trip Finance,PO/Req,PM,Payroll,HR,Fixed Assets Database Validation&Setup via phone 4 $ Finance,PO/Req,PM,Payroll,HR,Fixed Assets Database Validation&Setup via phone 4 $ - Finance,PO/Req,PM,Payroll,HR,Fixed Assets Final Database Validation&Parallel 1 5 $ 1,960.00 Finance,PO/Req,PM.Payroll,HR,Fixed Assets Parallel 2 5 $ 1,980.00 Finance,PO/Req,PM,Payroll,HR,Fixed Assets Live 3 4 $ 1,728.00 Finance,PO/Req,PM,Payroll,HR,Fixed Assets Live 4 4 $ 1,728.OD Finance,PO/Req,PM,Payroll,HR,Fixed Assets Live 5 4 $ 1,728.00 Finance,PO/Req,PM,Payroll,HR,Fixed Assets Follow upafter"live"-Rpts etc 6 4 $ 1,728.00 Finance,PO/Rsq,PM,Payroll,HR,Fixed Assets Follow up-after"live"-Rpts etc 7 4 S 1,728.00 38 $ 12,560.00 (Minimal wet based training may take place prior to or after onsite training to"jumpstart"or augment onsite training) ue�arara cent:a(:ceanW j JL ? __ Utility Billing,Misc.A/R&Central Cash Database Validation&Setup via phone 4 $ - Utility Billing,Misc.A/R&Central Cash Parallel 1 5 $ 1,960.00 Utility Billing,Misc.A/R&Central Cash Live-1st Billing Rum 2 5 S 1,960.00 14 S 3,920.00 (Minimal web-based training may take place prior to or after onsite training to')umpstart"or augment onsite training) 1st.A 1leatlons Licenses/Misc.Permits,Bldg&Insp Database Validation&Setup via phone 4 $ - Licenses/Misc.Permits,Bldg&Insp,GIS,Parking Tickets Parallel&Live 1 4 $ 1,728.00 WO's,Scheduling&Inventory Database Validation&Setup via phone 4 $ - WO's,Scheduling&Inventory Parallel&Live 1 4 S 1,728.00 WO's,Scheduling&Inventory Parallel&Live 2 4 $ 1,728.00 li Total amount of training from Req'd Tab $ 24,000 20 20 $ 5,184.00 • Yotal TraaVelEGdget 721$!29;858!001 Springbrook Travel Budget Assumptions: Mileage $ 0.585 Rental Car/Gas per Day $ 88.00 Airfare/Alrport Parking-3 Week lead Time $400 Travel Timer.-Billable 1 Way only $ 100 Travel Hours 4 Hotel(Assumes city rate of$791night plus applicable taxes) $100 Meal Allowance(invoiced at actual) 35 Training Charge per hour $150 Trips Detail Airfare $ 40D.00 Travel Time-One Way $ 100.00 Personal Car @ 5.585/mi.-180 miles/week $ 105.30 Hotel(Assumes city rate of$79/night plus applicable taxes) $100 Per Diem $ 50.00 '""'Detail for Estimate— 5 S 2 4 Trips fromRo St.Louis/Jefferson City,MO Day Trip Day Trip Day Trip Airfare Est.with three week lead time $ 400.00 $ 400.00 $ 400.00 Airport Parking/Misc Transportation $ 80.00 $ 32.00 $ 64.00 Travel Time-One Way(ceiling amount) $ 400.00 $ 400.00 $ 400.00 Rental Car&Gas $ 330.00 $ 13200 S 264.00 Hotel $ 500.00 $ 200.00 $ 400.00 Per Diem(Meals etc.) $ 250.00 $ 100.00 $ 200.00 $ 1,980.00 $ 1,284.00 $1,728.00 • SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 16 Jefferson City,MO A.2. STANDARD FEE PAYMENT SCHEDULE Springbrook License Fees: 50%($71,000) due at contract signing 50%($71,000)due when Software is live,by application Application Server Fees: 100% ($25,750)due at contract signing (40-SQL named users) (100-Casual users—up to 2 hrs/day) Consulting and Training: 50%($45,900)due at contract signing (Does not include expenses; 50%($45,900) due at completion of Consulting, A.3 and A.4 for details) Training Implementation Management: 50%($17,600) due at contract signing 50% ($17,600) due at project completion(Licensee achieves Live Status,per Application) Licensee Enhancements: 50%($) due when/if requested and approved And Interfaces: 50%($)due upon completion of each Modification as detailed and invoiced on each approved work order Data Conversion(s): 50%($27,500)due at start of conversion • 50%($27,500)due at completion and acceptance, by application Files to be converted: (See previous page) (Conversions performed on a best effort basis—some clean up of inaccurate or inconsistent data from existing system may be required by the Licensee's staff.) BPS: 100%($16,500)due with signed contracts Discount: 50%(-22,855)due at contract signing 50%(-22,855)due at time of final payment Total Due at Contract Signing: $153,895 SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 17 Jefferson City,MO A.3. EXPLANATION OF FEE SCHEDULE ITEMS FOR SERVICES • A.3.1 Software Maintenance. Maintenance and support of the Software is not provided under this Software License Agreement,but under a separate Software Maintenance Agreement between Licensor and Licensee. In the event of a conflict between this"Explanation"of software maintenance and the Software Maintenance Agreement, the Software Maintenance Agreement shall prevail. First year maintenance is based on 20% of the retail value of the application software and 25%of the then current retail value of the database manager and optional report builder. Maintenance on the Springbrook applications is provided by Springbrook Software and includes telephone and Internet support, as well as enhancements to the version purchased. Maintenance on the database manager is provided by Springbrook software and includes telephone and Internet support, as well as updates to the database as provided by Progress. Maintenance on the Progress Report Builder includes updates as provided by Progress, as well as telephone and Internet support from Springbrook for standard reports written by Springbrook and included as part of the standard releases. A.3.2 Implementation Management. Implementation Management Services. Implementation Management Services are vital to a successful implementation, and are considered consulting rather than training. An IM Specialist is assigned to manage your implementation,managing your workload, checklists,task lists and keeping you apprised of the status of your project. This • involves on-going telephone and conference calls as well as written documentation. Implementation planning is generally conducted prior to signing contracts. The cost of this line item in your quote may have changed up or down from your original quote as a result of completing the BPS (see below) depending on the complexity of your implementation(will you be using the system(s) and Application(s)as they are provided, will you be implementing all the features contained in the Application(s),will modifications be required, etc.—note: these conditions may also affect the training estimate listed in this quote). Business Process Study(.BPS). Every agency is unique in the way it conducts business. In addition, other factors need to be considered, such as what, if any, interfaces need to be written to connect Springbrook to vendors' applications,what unique reporting requirements you may have,what type of forms you require, etc. During the BPS we consult with your staff on the best way to set up the new system to meet your organization's requirements. In summary,we help you maximize the benefits while minimizing any misunderstandings about the functionality or implementation of your new software. This service(with the estimated travel expenses for two on-site BPS visits) is included in your implementation management services in this contract. Based on the BPS we provide a written document outlining our findings for your review and approval. . A.3.3 Consulting and Training Services. The amounts listed in this quote includes a budget for travel time and expenses. In SPRINGQROOK SOFTWARE LICENSE AGREEMENT Page 18 Jefferson City,MO addition, all out of pocket travel-related expenses will be billed(this will be invoiced at current IRS per diem rules for your area on all applicable items, including car rental, • hotel expense, airfare,mileage,taxis,parking,toll fares and meals). Variables that could cause the need for additional training include, without limitation: employees at your organization that are unfamiliar with their job responsibilities; users who are unfamiliar with Windows;multiple users who need to be trained at separate times and/or locations; or turnover in application software personnel during the implementation period. Training fees will be payable by Licensee whether or not application software personnel are made available for training, and failure to complete required training could result in increased Maintenance Fees. Licensee shall provide users of the Software with Springbrook certified Software training; a System Malfunction, failure or error caused by an untrained user shall not be the responsibility of the Licensor. A.3.4 Modifications. Modifications are made on a bid basis, based on Springbrook's current Service Fee schedule. All Modifications and custom programming will be made pursuant to work orders approved in advance by you. These include any and all fees for modifications requested and outlined in the BPS findings, as well as future Modifications requested during and after the project is completed. In order to keep the implementation schedule on track,no modifications other than those outlined during the BPS process will be made to the Software until the base system is installed(and all License Fees have been paid), unless those modifications are essential to your ability to go live on the application(s). No fees for Software modifications shall be billed to you until Springbrook has received a signed bid for such modifications. SPRINGRROOK SOFTWARE LICENSE AGREEMENT Page 19 Jefferson City,MO A.3.5 NET System and Communication Requirements. Intel-compatible Servers and Workstations Following are the minimum hardware requirements for a server and workstation running the Springbrook Software applications.The software and operating systems requirements listed are explicit,so they are the only products and versions supported. Server: • Operating System-Microsoft Windows 2000 Server(with Service Pack 4 or later), Windows 2003 Server, Windows 2003 R2 Server, Windows 2008 Server (32-bit and 64-bit for all versions),Red Hat Enterprise 4 & 5, SuSE Enterprise Server 9 & 10 • Database Manager—This applies only to customers choosing to use Microsoft SQL Server rather than Progress for their database server. Microsoft SQL Server 2005 (Microsoft SQL Server 2008 not currently supported) • dual 2.4 GHz Xeon single-core processors,or equivalent • 4 gigabytes of RAM • 40 gigabytes of hard drive space available for Springbrook • hard disk drives in a RAID 1 or 1+0 configuration—RAID 5 and 6 are discouraged • CD-ROM or DVD-ROM drive • high speed Internet connection(i.e. DSL, cable modem, T1),or 56 Kbps modem • and modem phone line (for support purposes) • Symantec pcAnywhere32 v10 or later,or Microsoft Terminal Services, or Citrix Metaframe, or GoToMyPC (for supporting the server installation) • backup device(i.e. tape drive) or service • uninterruptible power supply(UPS) • LAN connection using the TCP/IP protocol • HTTP server for distributing client application link Workstation: • Windows 2000 Professional (with Service Pack 4), or Windows XP Professional (with Service Pack 2), or Windows Vista Business (with Service Pack 1) • 2 GHz Pentium IV, or equivalent • LAN connection using the TCP/IP protocol • a minimum of one workstation must have an Internet connection and e-mail capability • 1 gigabyte of RAM • remote users over a public network (e.g. Internet) must use a VPN connection • users must authenticate to an LDAP-compatible directory, such as Active Directory • Microsoft Office 2003 or 2007 SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 20 Jefferson City,MO V7 Archiving Clients should review their server's free hard drive space to accommodate potential archiving of data. Springbrook's technical services department can assist clients in completing this review. Printers Laser printers,which are compatible with Microsoft Windows and HP PCL 4, 5,or 6 are required for use with the Springbrook applications. For clients that generate large print jobs, additional memory for the printer may prove necessary. Laser printers are required for printing checks in the Springbrook applications. Line and dot matrix printers may be used for specific reports in Utility Billing only. Springbrook cannot guarantee the performance or compatibility of these printers, either with our applications or with Windows. Springbrook will configure the applications to provide compatibility for dot matrix and line printers on a"best effort"basis only. The formatting of reports for these printers is custom and is billed at the current hourly rate. Maintenance of such reports is also billed hourly. Although inkjet printers are very popular, Springbrook cannot guarantee their compatibility with our software and their use is not supported. Hardware and Network Configuration and Maintenance All operating systems are the sole responsibility of the client to configure, implement and maintain. It is the client's responsibility to accurately set up all peripherals to be used in conjunction with the operating system and the application software. This includes, but is not limited to: mapping the correct network path(as needed), installing the correct print driver, installing and configuring any necessary print server devices, and correctly configuring the Windows server's spooler processing service(as needed). Springbrook does not accept responsibility for poor performance due to incorrect or inefficient hardware, operating system software or network configuration. Because Springbrook's primary goal is to provide our clients with support for our applications, we highly recommend that a partnership be established with a network- proficient consultant prior to moving to a Microsoft Windows server environment and migrating to the Springbrook applications. This will provide clients with the security and timely response to hardware and networking problems and will allow the Springbrook staff to provide assistance for software-related issues. Springbrook will assist clients in determining whether a problem is due to a hardware/network issue or a Springbrook/Progress application issue. Springbrook reserves the right to bill clients for any hardware and network assistance unrelated to our applications and the Progress database manager. This service is provided at our current hourly rate. Telephone/Modem Support. - Licensee shall provide and maintain a telephone line for speaking with the Springbrook Software support staff. Licensor shall provide the ability and security permissions to access the Springbrook Software Internet web site for a minimum of one computer with Springbrook Software installed. Licensee must also provide and maintain remote access for Springbrook Software to the computer or SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 21 Jefferson City,MO r, computers which serve the Springbrook Software database and disseminate the Springbrook Software application. This remote access must be made available through either an Internet connection of 128 kilobytes per second or greater, or a modem and a telephone line for the modem's use. This remote access also requires that the licensor offer Springbrook employees access through one of the products listed by Springbrook Software. These currently include: Symantec PCAnywhere, Citrix GoToMyPC, Microsoft Terminal Services, and Citrix Metaframe. VPN connections are currently supported using the Microsoft client included in Windows 2000 and Windows XP, as well as the Cisco System VPN Client. II I I SPRINGBROOK SOFTWARE LICENSE AGREEMENT Page 22 Jefferson City,MO A.4. ADDITIONAL SERVICE FEES After hours support $ 150/hr (Maintenance contract covers support from S:00am—6:00pm PST Monday— Thursday and S:00am—S:06pm PST Friday.) Onsite Installation $ 150/hr Network& Operating System Consulting $ 150/hr (Answering questions and assisting users and/or their consultants with all aspects of hardware, networks, and operating systems- includes installation, set-up, and troubleshooting.) Training $ 150/hr (The training necessary for the average user has been included with the project total above -additional one-on-one training, if requested, shall be billed at$1501hr. Training is held in the Portland, Oregon Training Center, or onsite) Travel Time (billed one way) $ 100/hr (For onsite services) Travel Expenses Billed as Incurred (Lodging and meals will be charged on a not to exceed basis per IRS standards (per Publication 1542)for your area, unless no other options are available; airfare, car rental, gas and parking will be billed as actual as no IRS standards apply.) Telephone Training $ 100/hr (Working with a trainer or customer support representative on questions other than support related issues (as defined in Maintenance Agreement) where the call exceeds 10 minutes in length is considered training rather than support and may be billed as such.) Weekend/After Hours Training Onsite rate $ 200/hr Telephone rate $ 200/hr NOTE: Senior Managers/Programmers/CPAs $ 200/hr These are current rates for services and are subject to change after 12 months of executed date of this contract. SPRINGBROOK SOFTWARE- LICENSE AGREEMENT Page 23 Jefferson City,MO 1 X453 s rin brook SPRINGBROOK SOFTWARE SOFTWARE MAINTENANCE AGREEMENT PARTIES: LICENSOR: Springbrook Software, Inc., an Oregon corporation 111 SW Fifth Avenue, Suite 2900 Portland, OR 97204 Phone: 503.820.2200 Fax: 503.820.4500 Email: sales @sprbrk.com LICENSEE: CITY OF JEFFERSON CITY 320 E. McCarty Street Jefferson City,MO 65101 Bill Betts IT Director BBetts e jeffcitymo.org 573.634.6513(office) 573.291.5992(cell) EFFECTIVE DATE: Licensor has licensed its proprietary software products and programs to Licensee, and Licensee wishes to have Licensor maintain and support the use of the Software. Licensor and Licensee therefore agree as follows: 1. Defined Terms. Certain terms used in this Agreement have defined meanings, which are provided in Section 15,and in other sections herein. Definitions of specifically defined terms(appearing in quotation marks and capitalized where defined herein) shall apply whether or not the term is capitalized. 2. Term; Automatic Renewal; Termination; Opportunity to Cure. The"Initial Term"of this Agreement shall be a period of twelve(12)months commencing upon the Effective Date. This Agreement shall automatically renew at the end of the Initial Term for subsequent terms(each a "Renewal Term")each of twelve(12)months thereafter, unless either party gives the other not less than thirty(30)days written notice of termination prior to the termination of the Initial Term or then-current Renewal Term. A party shall be �(�11 I SW Fifth Avenue Suite 2900 Portland,Oregon 97204 phone 503.8201200 fax 503.820.4500 www.SpringbroukSottvme.com considered in default under this Agreement only if the party has not cured such failure or breach within thirty(30) days of receiving written notice from the other party identifying with reasonable specificity a material failure to comply with any term or condition contained herein, including without limitation: a. Licensee's failure to pay any fees or charges due under this Agreement or any related License Agreement or service agreement. b. Licensee's creation or modification of data in a Springbrook Software database, except through the licensed Springbrook applications. (Exceptions shall only be with the express,written consent of Licensor). c. Licensor's breach of the limited warranty provided in Section 11. In the event that Licensee is in default under this Agreement, Licensor in its sole discretion may elect to terminate this Agreement or to place Licensee's Maintenance Agreement on hold until such default is cured. In the event that this Agreement is placed on hold pursuant to the preceding sentence, Licensee will be charged a Reconnection Fee pursuant to Section 8. 3. Scope of Maintenance. During the term of this Agreement, Licensor agrees to provide"Basic Maintenance Services" in support of the Software. Basic Maintenance Services shall consist of: a. Unlimited Support Services. Licensor will supply a toll-free line plus Internet access into support to answer questions and help resolve issues not related to error corrections as defined below. b. Error Correction. Licensor will use all reasonable diligence to correct verifiable and reproducible Errors within a reasonable time period after reported to Licensor. The Error Correction,when completed, may be provided in the form of a"temporary fix," consisting of sufficient programming and operating instructions to implement the Error Correction. c. Telephone/Modem Support. Licensor shall maintain a telephone and modem support line, or DSL Internet connection, or T1 connection to the Internet during normal business hours(5:00am- 6:00pm PST Monday through Thursdays and 5:00am-5:00pm Fridays), excluding major national holidays,that permits Licensee to report Errors in the Software and to receive assistance in cases of operator error. Licensee agrees to provide and maintain a means for Licensor to remotely access and maintain the Applications as installed on Licensee's computers or networks. The current list of supported means of this access is available from Licensor Software,but will include either a modem and dedicated modem telephone line, or an Internet connection of 128Kb, or faster,with a dedicated, static IP address. Licensee agrees to provide and maintain an Internet connection of 128Kb,or faster, for accessing Software updates and information from the Springbrook Software web site. In order to serve Licensee properly, Licensor requires that the modem be located physically in the server, not in a workstation on Licensee's network. Licensor reserves the right to bill hourly SPRINGBROOK SOFTWARE MAINTENANCE AGREEMENT Page 2 Jefferson City,MO (following Licensee's approval) for maintenance in cases of repeated operator error, or where a single operator error results in extensive Licensor time to resolve the problem. d. Changes in State and Federal Regulations. Licensor will provide updates needed to conform to state and federal regulations, including changes to tax tables and routine forms,as changes become effective. Maintenance services under this Agreement do not include updates to conform to any changes in Licensee's specific local governmental regulations. e. Service Packs. Licensor may,from time to time, issue routine minor Releases of the Software,known as Service Packs,which contain Error Corrections and minor Enhancements to Licensees who have maintenance agreements in effect. Installation of Service Packs is provided at no charge to Licensee if completed over the Internet. Installation of routine releases and updates by Licensor at Licensee's site will be billed to Licensee at the then current hourly rate except in cases where Licensor is solely responsible for the inability to provide modem support. f. Discounts on Major Enhancement Releases.Licensor may, from time to time, offer Major Enhancements to Licensee, generally for an additional charge. To the extent Licensor offers such Major Enhancements, it shall permit Licensee to obtain one copy of each Major Enhancement for each copy of the Software or Application being maintained under this Agreement for no additional License Fees. 4. Exceptions. The following matters are not covered by, and are outside the scope of, Basic Maintenance Services: a. Onsite support services provided by employees or agents of Licensor; b. Training, file and data conversion costs,and consulting services(whether onsite or offsite); c. Maintenance or support services resulting from any problem resulting from Licensee's deliberate misuse,alteration(including local reports written by the Licensee), or damage of the Software; d. Support of operating systems; support of non-Licensor software (including but not limited to spreadsheets,word processors, general office software, and report builders(including the Progress Report Builder); e. Onsite installation and management services for Upgrades or Major Enhancements; f. Providing Internal Controls and/or balancing Licensee's books; SPRINGBROOK SOFTWARE MAINTENANCE AGREEMENT Page 3 Jefferson City,MO g. Any training, consulting, implementation management services, and data conversion services, required on an individual Licensee basis for Upgrades or Major Enhancements (whether onsite or offsite); h. Any set up, support for and maintenance of additional production databases (whether onsite or offsite); i. Travel (including travel time)and living expenses for installation and training, or any other onsite support or services; j. New(additional)Product license and service fees. 5. Cooperation of Licensee. Licensee agrees to notify Licensor promptly following the discovery of any Error. Further, upon discovery of an Error,Licensee agrees, if requested by Licensor,to submit to Licensor a listing of output and any other data that Licensor may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. Licensor shall treat any such data as confidential. 6. Fees and Expenses. The Initial Term"Maintenance Fees," as set forth on Attachment A,will be invoiced and payable as set forth on Attachment A, for Basic Maintenance Services. Maintenance Fees for each Renewal Term will be invoiced approximately ninety(90)days in advance of the commencement of each Renewal Term,but in any event payable upon commencement of the Renewal Term. Maintenance Fees will apply to support of the Software and to any modifications made thereto if those modifications require support and/or additional programming services during Upgrades. For Initial Term,Maintenance Fees shall be$6,438., list the Details of this and the subsequent four terms are as outlined on Attachment A to this Agreement. Maintenance Fees will not increase by more than 5%annually thereafter. a. Fees for Excluded Items. Licensee agrees to pay fees for those items or services excluded from Basic Maintenance Services pursuant to Section 4, when and as the services are rendered and the expenses invoiced,provided, however,that no such additional fees or costs will be invoiced to Licensee without Licensee's prior written approval of the fees, costs, and related work. Licensor shall provide supporting documentation for all expenses upon Licensee's request. Licensor reserves the right to require prepayment or advance deposit for such additional charges or expenses in some instances. Licensee is also responsible for sales or use taxes and state or local property or excise taxes associated with licensing,possession, or use of the Software or any associated services. All fees paid hereunder are nonrefundable and will be forfeited in the event of termination or cancellation except as otherwise specifically provided herein. b. Key Licensee personnel replacement. If key personnel replacement occurs, Licensor reserves the right to require that the new employee(s) acquire Licensor-required training. Licensor offers free 2-day overview training at Licensor's Portland Training Center for all new department heads and new SPRINGDROOK SOFTWARE MAINTENANCE AGREEMENT Page 4 Jefferson City,MO primary users in each department on Licensor software applications previously implemented by the Licensee. Up to a twenty percent(20%) increase in maintenance fees may occur if training is not received by all applicable users who call in for support. 7. Work Orders. Licensee may from time to time request from Licensor services, such as Software modifications or additional training. Licensor shall make a reasonable and good faith effort to comply with such requests but shall retain sole discretion to decide whether such services are provided. Licensee shall receive from Licensor in advance an estimate of the cost of requested services. Licensor shall receive for all approved Licensee requests a signed work order from the Licensee and a deposit equal to fifty percent(50%)of the estimated cost of the service. 8. Billing. All invoices from Licensor to the Licensee for any product or service are The upon receipt. Invoices are past due forty-five (45)days after the date of invoice. Licensor may, at its option,charge all invoices forty-five(45) days and older an interest at a rate of one and one-half percent(1'h%)per month(eighteen percent (18%)per annum)or, if less,the highest rate allowed by applicable law from the date such fee or charge first became past due. Invoices are delinquent sixty(60) days after the date of invoice. A delinquent invoice may cause Licensor, at its option,to put the Licensee's account on hold, or, subject to the terms of Section 2, terminate this Agreement. Accounts on hold may receive no product, service, or support from Licensor(including without limitation Basic Maintenance Services) until all past due and delinquent invoices are paid in full. Once an account is placed on hold for non-payment, Licensor shall not be required to provide Basic Maintenance Services,or other products or services,hereunder until a "Reconnection Fee"equal to twenty-five percent(25%)of the current Term's annual Maintenance Fee is paid by Licensee. 9. Use and Restrictions. Error Corrections, Enhancements,Upgrades and New Product Releases(and any other programming provided by Licensor,regardless of its form or purpose) shall be considered part of the Software for purposes of determining the parties' rights and obligations related thereto pursuant to the License Agreement and this Agreement. Licensor shall have sole and exclusive ownership of all right,title and interest in and to such works(including ownership of all copyrights,trade secret rights and other intellectual property rights pertaining thereto), subject to the terms and conditions of the License Agreement. 10. Limited Remedy and Liability; Exclusion of Consequential Damages. The cumulative liability of Licensor to Licensee for all claims relating to any services rendered hereunder, in contract,tort, or otherwise, shall not exceed the total amount of the Maintenance Fees paid by Licensee to Licensor pursuant to this Agreement during the twelve(12)months prior to the claim. In no event shall Licensor be liable to Licensee for any consequential, indirect, special,or incidental damages (including, without limitation, damages for loss of business profits,business interruption, loss of business information, or other pecuniary loss), even if Licensor has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies, and shall apply to all claims under the SPRINGBROOK SOFTWARE MAINTENANCE AGREEMENT Page 5 Jefferson City,MO warranty described in Section 11. Licensor's liability for breach of warranty exists only during the warranty period set forth in Section 11. 11. Limited Warranty and Exclusions. LICENSOR WARRANTS THAT IT WILL RENDER ITS SERVICES HEREUNDER IN A GOOD AND WORKMANLIKE MANNER,AND THAT DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF SIX(6)MONTHS THEREAFTER LICENSOR,AT LICENSOR'S SOLE COST, SHALL CORRECT ANY FAILURE TO RENDER ITS SERVICES HEREUNDER IN A GOOD AND WORKMANLIKE MANNER. ANY CLAIM BASED ON THE FOREGOING WARRANTY MUST BE SUBMITTED IN WRITING TO LICENSOR SPECIFYING THE FAILURE IN REASONABLE DETAIL,AND SHALL BE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF SECTION 2. LICENSEE AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF LICENSOR AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY OR PRODUCTIVENESS, COMPATIBILITY, DESIRED RESULTS, CAPACITY, OR THAT SERVICES RENDERED HEREUNDER WILL BE ERROR-FREE. 12. Venue; Governing Law. Governing law and exclusive venue for any dispute between the parties arising out of or relating to this Agreement shall be as determined pursuant to the License Agreement. 13. Entire Agreement; Construction; Licensor and Licensee Representations. This Agreement is the complete and exclusive statement of the agreement between Licensor and Licensee and supersedes all prior and contemporaneous negotiations, discussions,proposals and understandings, oral,written or implied, including those involving any agent of either party,relating to the subject matter herein. No representations or statements made by either party or either party's agents not expressly set forth or referenced in the Agreement shall be binding on either party. Rights, obligations and warranties under this Agreement extend to Licensee and Licensor only, and no other person shall be considered a third-party beneficiary of this Agreement or be otherwise entitled to any rights or remedies under this Agreement. No provision of this Agreement shall be construed in favor of or against any party because one party or its professional advisors participated in the preparation of this Agreement. Licensee represents and warrants that it possesses sufficient mastery of the principles of accounting to use the Software for its intended purpose, and Licensee acknowledges that it is solely the Licensee's responsibility to: develop and institute the use of manual and other appropriate controls to validate the accuracy of the data generated by the system and ensure that Licensee's books balance;review proof lists and reports to validate the accuracy of reports and statements; verify that all users of the Software are properly and sufficiently trained and experienced; and verify that a functioning archival system is in place, and that the data base is archived to a removable medium on a daily basis. In the event of a conflict between the Attachments and the main body of this Agreement,the main body of this Agreement shall control. SPRINGDROOK SOFTWARE MAINTENANCE AGREEMENT Page 6 Jefferson City,MO 14. Modification; No Waiver. The terms of this Agreement may only be modified, expanded or added to by a written agreement executed by the parties. No oral communication between the parties or their agents before or after execution of this Agreement shall be binding upon either parry unless the parties expressly agree in writing to the terms of such communication. No waiver by either party of any breach of any term or condition hereof shall be effective or enforceable unless made in writing signed by the party,and no waiver shall be interpreted as a continuing waiver or a waiver of any future obligation. 15. Defmitions. a. Terms Defined in License Agreement. The following terms have that meaning assigned to them pursuant to the Software License Agreement executed by the parties in conjunction with this Agreement(the"License Agreement"): "Application;""Cure;" `Error;""Material;""Specifications;" "Software;"and"User Materials. b. "Enhancement"means a modification or addition that,when made or added to the Software, materially changes its utility,efficiency, functional capability, or application, but that does not constitute solely an Error Correction,and does not constitute a New Product Release. Licensor may designate Enhancements as"Major Enhancements"or simply as"Enhancements," depending on Licensor's assessment of their value and of the function added to the Software or Application. "Major Enhancement"may be a substantial rewrite of an Application, similar to a New Product Release, or may be additional functionality benefiting only certain licensees rather than all licensees as a whole, and requiring those Enhancements to be packaged as a separate module. C. "Temporary Fix"means an initial correction or"fix"to a problem in the Software prior to the release of an Error Correction. d. "Error Correction"means either a modification or addition that,when made or added to the Software,brings the Software into Material conformity with its published specifications,or a procedure or routine that,when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity. e. "New Product Release" means either the total rewrite of an Application or new version(s)of the Software (including,without limitation, offering of an Application in a new language),the offering of new suites of Applications or databases, generally packaged as a separate module, and which may incorporate Error Corrections and/or Enhancements. A New Product Release shall be distinguished from an Enhancement by Licensor's determination, based on Licensor's assessment of the New Product's value and of the function added to the Software or an Application. E "Service Pack" means a set of files that may contain Error Corrections, Minor Enhancements(not requiring database changes),or both,that can be SPRINGBROOK SOFTWARE MAINTENANCE AGREEMENT Page 7 Jefferson City,MO downloaded over the Internet by the Customer without assistance from the Company and are generally made available 4-12 times per year. g. "Upgrade"has substantially the same meaning as"Enhancement." IN WITNESS WHEREOF,each of the parties hereto has caused this Agreement to be executed in duplicate by its duly authorized officer or representative. LICENSOR: Name: Marilv Rementeria Sign atun Title: Managing Partner, Sales Date: ,2009 LICENSEE: CITY OF JEFFERSON MVT:A City Cler APP D'A : -FORM: City Counselor Date: /' �- ,2009 SPRINGBROOK SOFTWARE MAINTENANCE AGREEMENT Page 8 Jefferson City,MO ATTACHMENT A: SCHEDULE OF FEES Attachment A contains the price quote issued to Licensee showing the applications and corresponding first year maintenance/support service fees, as well as a schedule of payment terms for these maintenance/support services. Please note that these fees are for one full year. By signing the Attachment A,Licensee is agreeing to this Schedule of Fees. T��Springbrook October 28,2008 Annual Maint&Enhancement Costs for City of Jefferson City,MO 9w V" &9 V" 0CkaOO MWW QACtm maw a a maw a 06AM a maw a C DM Q p $o $4,000 $4.000 Kwo $4,000 (p � $0 $375 $375 $375 $375 $0 $800 $800 $800 $800 r a cer $0 am $800 no $800 $0 $2AW $$400 52,400 $2,400 $0 $376 $375 $375 $376 $0 $2,400 $$400 $2,400 $2,400 $0 $1,000 $1,000 $1,000 $1,000 ( $0 $1,000, $1,000 $1,000 $1,000 (� $0 $1,000 $1,000 $1,000 57,000 Q L t1 $0 $1,000 $1,000 $1,000 $1,000 $0 $2,000 $2,000 $2,000 $2,000 $0 $7,400 $1,400 $1,400 $1,400 C � G�ao�Ra(xR $o $600 $ego $600 $600 pOCbDGIa =QLG1 $0 $700 $700 $700 $700 ( on�LZQu�i3 $0 $1,000 $1,000 $1,000 $1,000 @DMD D ' $0 $1,000 $1,000 $1,000 $1,000 ce p $0 $1,000 $1,000 $1,000 $1,000 $0 $3,000 $3,000 $3,000 $3,000 $0 $800 $800 $800 $800 $0 $1.000 $1,000 $1,000 $1,000 . j $0 $900 $800 $900 $900 Mm r a3RW'tmamm@�mmw $6,260 $5,250 $5,260 $6,250 $5,250 Q 7 (ip�y�7p qp o(j0; p $760 $750 $750 $750 $760 $438 $438 $438 $438 $438 5rill'• uPYtt G p i $0 $1,260 $1,260 $1,250 $1,260 $0 $760 $760 $750 $760 r rrr rrr rrr rrr First-year database fees are due at contract signing and each year thereafter. Springbrook Software fees are due one year after contract signing on a pro-rata basis(from 365 days after contract signing through October 31, 2010). Subsequent years' maintenance are due each November thereafter. Additional maintenance will be charged on all custom modifications performed and supported by Licensor. A contingency budget exists for maintenance on any software customization is included in the schedule on the preceding page if any customization is required. This amount will not be invoiced unless individual work orders are signed by both client and Springbrook Software. SPRINGBROOK SOFTWARE MAINTENANCE AGREEMENT Page 9 Jefferson City,MO • FINANCE DEPARTMENT PURCHASING DIVISION SUBJECT: Proposal No. 2376 - Public Sector Financial Management Software, Information Technology Services/Finance Department - Opened March 27, 2008 PROPOSALS RECEIVED: Initial Proposal Amount Springbrook Software, Portland, OR $ 463,229.00 New World Systems, Troy, MI $ 607,085.00 Tyler Technologies, Inc., Falmouth ME $ 732,470.00 Harris Computer Systems GEMS, St. Louis, MO $ 855,685.00 FISCAL NOTE: 3502-9900-7350-6051 6200-6200-7000-0020 ITS/GIS Capital Projects Parking-Pur. of Equipment. 2008-09 Budget $ 406,093.30 2008-09 Budget $ 95,000.00 Proposal 2342 $ 306,746.00 Proposal 2342 $ 14,300.00 Balance $ 99,347.30 Balance $ 80,700.00 6400-0100-7000-020 2100-0100-7000-0020 Wastewater- Pur. of Equipment Parks - Pur. of Equipment 2008-09 Budget $ -0- 2008-09 Budget $ 2,000.00 Proposal 2342 $ 15,650.00 Proposal 2342 $ 15,650.00 Balance *(- $ 15,650.00) Balance *(-$ 13,650.00) *Funds will be transferred to these accounts from various departmental accounts to fund this request. PAST PERFORMANCE: Staff received positive feedback from all references contacted. Based on the firm's willingness to meet the City's requirements, reduce costs and provide specific software program changes, staff feels Springbrook Software is capable and will provide the software and services as stated. RECOMMENDATION: Staff recommends award of the proposal to Springbrook Software of Portland Oregon in the amount of$352,346.00. ATTACHMENTS - SUPPORTING DOCUMENTATION Signature_ fid • Purcha n gent Finance Director ITS Director