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HomeMy WebLinkAboutC80-022 Eagle Computer SystemsEAGLE COMPUTER SYSTEMS, INC, AGREEMENT WITH THE COUNTY OF EAGLE No A COMPUTER SYSTEM PURCHASE EAGLE COMPUTER SYSTEMS, INC. AGREEMENT WITH THE COUNTY OF EAGLE FOR A COMPUTER SYSTEM PURCHASE This agreement is made and entered into this day of V 1979, and is by and between the Board of County Commissioners of Eagle County, hereinafter referred to as the "Customer" and Eagle Computer Systems, Inc. hereinafter referred to as "ECS". WITHESSETH: WHEREAS, The Customer is the representative of Eagle County, Colorado, duly authorized by law to administer and exercise the powers of said County as a body politic and corporate; and WHEREAS, Customer is willing to purchase from ECS certain computer programs, products and services together with such rights and privileges as are set forth in this agreement; and WHEREAS, ECS is desirous of selling to the Customer certain computer programs, products and services. NOW THEREFORE, for and in consideration of the mutual covenants contained here- in the respective parties hereto agree as follows: SECTION ONE DESCRIPTION OF SYSTEM ECS hereby agrees to sell and Customer hereby agrees to purchase computer programs, products and services described in Exhibit "A" attached hereto and incorporated by this reference. SECTION TWO PRICES, PAYMENT AND TAXES; TIME AND PLACE OF DELIVERY a. Customer shall pay to ECS as full consideration for the programs, products and services as set forth in Exhibit "A" as scheduled in Exhibit "B" attached hereto and incorporated by this reference. To this amount shall be added all applicable federal, state, municipal or other governmental excise, sales, use. occupational or like taxes now in force or enacted in future and applicable retroactively or before payment, and shall be payable by Customer unless Customer provides ECS a certificate of exemption of similar document or pro- ceeding that exempts the sale from the applicable taxes. All amounts are due and payable as set forth in Exhibit "B". b. ECS shall deliver the software and Customer shall accept such delivery at the Customer address as set forth in Exhibit "B". c. Changes in operating costs, contracts commitments, equipment avail- ability and software system design capabilities forces ECS to require 15 the Customer to accept this agreement ninety (90) days from August 27, 1979. Pricing and delivery schedules may have to be modified in any subsequent agreements resubmitted after this ninety (90) day period. d. The hardware configuration on which the software system will operate to the specifications of Customer will consist of the equipment per Exhibit"C" attached hereto and incorporated by this reference, subject to the provisions of Section 7A herein. SECTION THREE HARDWARE a. The computer system hardware required for this contract will be furnished by ECS. Although WANG hardware will be used, WANG is not a party to nor is it bound by the terms of this agreement. Only after the purchase or lease of its hardware will WANG be responsible to Customer and then only as stated in its standard equipment purchase or lease agreements. b. the hardware configuration on which the software systems will operate will consist of the equipment per Exhibit "C". SECTION FOUR LICENSE AGREEMENT ECS hereby grants to Customer perpetual nonexclusive right to use the software delivered pursuant to this agreement, subject to compliance by Customer with all its agreements and covenants with ECS. ECS shall retain full ownership of rights to the software, or any changes made therein by ECS, except as spec- ifically provided for in writing. ECS hereby agrees that the Customer's use of the software may involve the preparation of data and reports for the Customer and for other affiliated and related organizations and this use by the Customer is authorized hereby, provided that the processing is done by the Customer's personnel on the Customer's computers or temporary substitute computers. The software may not be used by a third party. ECS hereby agrees to permit the Customer to make copies of the software for backup purposes. The Customer shall have the right to retain said copies of such software at the termination of this agreement provided that said retention of such copies shall be only for pur- poses related to the Customer's business and not for purposes to sell, transfer, assign or license to third parties. The Customer hereby agrees not to remove from any copies of the source version of the software any statements appearing therein concerning copyrights and proprietary rights. The Customer further agrees to take such other reasonable steps as ECS may request from time to time in order to protect ECS's rights and the Customer's rights in the software. The Customer may not sell, lease,transfer, assign or license the software to a third party without prior written permission from ECS with the exception that in the event Customer prepares its own software, ECS shall have no ownership rights therein and Customer may sell, lease, transfer, assign or license such software to a third party without prior written permission from ECS. Customer hereby acknowledges that similar software prepared by ECS may be sold or leased by ECS (or its licensee or franchisee) to other users. The sale of the software by ECS to the Customer includes a clear title to the copy of the software with a nonexclusive right of the Customer to use the computer programs shown on Exhibit "A". SECTION FIVE CONTRACT Customer agrees to designate one person, who shall be the Eagle County pur- chasing agent or his designated representative, acceptable to ECS, to re- present Customer and help coordinate Customer's personnel during the design, development, installation, and warranty period of the Customer's computer system. ECS agrees to designate one person, acceptable to the Customer, to represent ECS and help coordinate Customer's personnel during the design, development, installation, and warranty period of Customer's computer system. SECTION SIX WORKING SPACE Customer agrees to provide ECS staff sufficient working space and sufficient access to the computer system during normal business hours so that ECS may write, install and maintain software for the purposes of the Customer's business. SECTION SEVEN SOFTWARE DEVELOPMENT & INSTALLATION PLAN a. After a careful analysis of Customer's requirements, ECS will develop system detail specifications. Within five working days after receipt of these specifications, unless modified in writing, Customer and ECS will participate in a joint design review at which time any mod- ifications will be incorporated into the systems specifications. If necessary, specifications will be resubmitted by -ECS and formally accepted within five working days by Customer in writing. Should the system detail specifications differ signigicantly from that de- scribed in this agreement, the price of the software may be subject to reevaluation and renegotiation. (It should be noted that a number of the software modules which are subject to this agreement have already been written and are currently in use by the Customer.) If ECS determines that the detail specifications cannot reasonably be satisfied by its software or the specified computer system, then ECS at its option may terminate this agreement upon return to the Customer the amount pre- viously paid to ECS pursuant to the terms of this agreement without any further liability to the Customer. THE CUSTOMER, AT ITS OPTION, MAY TERMINATE THIS AGREEMENT UPON NOTIFI- CATION IN WRITING AND PAYMENT IN FULL TO ECS FOR ITS HOURS SPENT EX- ECUTING THIS AGREEMENT, INCLUDING HUUKS SF'LNI F KIUK 1U 1r1r_ 31UNI U Ur THIS CONTRACT AT THE HOURLY RATE OF $35.00 PLUS TRAVEL AND PER DIEM COSTS. SPECIFICATIONS DEVELOPED THROUGH THE CANCELLATION DATE BECOME PROPERTY OF THE CUSTOMER. v �tl h4{vf ■ b. ECS will incorporate the system detail specifications into a set of programs as set forth in Ehxibit "A". These programs will be tested by ECS and will conform to good programming practice and will be op- erative on the hardware configuration set forth in Exhibit "C", which hardware may be subject to revision upon development and approval of system detail specifications. c. Programs developed to the approved specifications will be delivered to Customer for Benchmark demonstration and software system acceptance. The acceptance of the system or individual module, shall be the success- ful operation procedures, diagnostic test programs and computer program products supplied with the system. The acceptance test is intended to demonstrate for both the Customer and ECS that the programs will per- form in a production environment and that they meet all the system specifications. When the acceptance test is complete and the results have been approved by the user the programs will be considered to be accepted. The program warranty period will begin at this time. All acceptance tests shall be run by a representative of ECS in the presence of a representative of Customer. Customer shall make his rep- resentatives reasonably available for such tests. d. Conversion of Customer data for use with purchased software is the sole responsibility of Customer. e. During the final stages of software development, through system install- ation, ECS will provide training to Customer personnel ie; departmental heads and their respective employees, in the use and operation of the software system as set forth in Exhibit "A". This training and assist- ance shall be mutually scheduled between the Customer and ECS within fifteen days of system delivery. Customer agrees to make the designated Customer's employees reasonably available for training for the length of time required during the agreed to time of period. SECTION EIGHT PROPRIETARY DATA ECS acknowledges that during discussions with the Customer leading up to this system sale and during the following period of installation, certian proprietary data of the Customer may be diclosed to ECS or to ECS's employees or agents. ECS agrees that all financial data not normally available through credit sources is proprietary, and will be safeguarded by ECS with the same degree of care that it accords to ECS's own proprietary data. In particular: a. ECS or any of ECS's employees or agents shall not divulge, transfer, assign, sell, license, franchise, sublease, or otherwise convey the �D identified Customer proprietary data in any form to a third party, person or organization except as may be specifically agreed to in writing by Customer. b. In the event ECS shall attempt to use or convey any portion of the identified Customer proprietary data in a manner contrary to the terms of this agreement, Customer shall have the right; in addition to any other remedies available to it, to injunctive relief enjoining to such acts, it being acknowledged that other remedies are inadequate. Customer acknowledges that the computer programs, manuals and related data in- corporated herein are proprietary program products of ECS who retain full ownership rights of the product. Customer agrees to safeguard these proprietary program products with the same degree of care it accords to ECS owned prop- rietary data. In particular: a. Customer's employees or agents shall not divulge, transfer, assign, sell, license, franchise, sublease or otherwise convey the computer program products or any portion thereof whether inprinted, magnetic, or any other form to any third party, person, or organization except as may be specifically agreed to in writing by ECS. b. In the event Customer shall attempt to use or convey the computer program products or any duplication or modification thereof in a manner contrary to the terms of this agreement, ECS shall have the right, in addition to any other remedies available to it, to in- junctive relief enjoining such acts, it being acknowledged that other remedies are inadequate. SECTION NINE MODIFICATION OF SYSTEM Any further modification of the detail system specifications in terms of changes or additions to the computer programs will be made only after installation, acceptance and.payment by the Customer of the contracted system. These modifi- cations must be agreed to in writing by both the Customer and ECS based on ECS's then current standard prices, (or as specified in this agreement). Customer acknowledges that change, additions or substitutions to the software may degrade the performance of the software. Any modifications made to the system by Customer are done at Customer's sole risk and ECS accepts no responsibility for the consequences therefrom. SECTION TEN WARRANTY AND LIMITATION OF LIABILITY ECS warrants that the standard base computer programs and systems will perform per contract system detail specifications so long as they are operated in acc- ordance with the verbal and/or written instructions of ECS. Additionally, ECS warrants without regard to time system custom programming will perform as spec- ified in the proposal and modified by the detail systems specifications accepted by the Customer for ninety days after the earlier of (1) acceptance of the system software by the Customer or (2) The Customer's first use of the software system in live production. This warranty shall immediately terminate if such computer programs or systems or associated specifications and manuals are modified in any manner whatsoever by Customer, its users, agents, legal representatives, assigned successors in interest, or customers. ECS's sole obligation and lia- bility under this warranty shall be to correct computer programs, software, or manuals to perform as specified in the detail specifications and in no event shall ECS be liable for any incidental or consequential damages with regard to such warranty. Customer is responsible to exercise good business practices, procedures, and control to monitor the software performance, and to notify ECS immediately upon verifying any system "bug". SECTION ELEVEN ECS SYSTEM SUPPORT AGREEMENT Continuing maintenance of the software, general operator training and system operating support shall be provided for by separate ECS System Support Agree- ment entered into between Customer and ECS or an agent of ECS, or at the then current time and material rates as set forth in ECS pricing schedule. SECTION TWELVE GENERAL PROVISIONS a. NOTICE - All notices which Customer or ECS may have cause to give to the other shall be addressed to the party at the addresses provided herein below. b. APPLICABLE LAW - This agreement shall be governed by the laws of the State of Colorado. c. RISK OF LOSS - After delivery of the system to the Customer. Customer shall be responsible for protecting the system from risk, loss, damage or destruction. In the event of such loss, damage or destruction, the items of the system so lost, damaged or destroyed shall be replaced by ECS at the request and expense of the Customer. d. NO JOINT VENTURE - Nothing contained in this agreement shall be construed to imply that a joint venture or partnership is created by and between the parties hereto. e. SOLICITATION OF EMPLOYEES - Neither ECS nor Customer shall, directly or indirectly, induce any officer, agent or employee to leave the employ of the other party without the other party's written consent. f. ATTORNEY"S FEES In the event of any litigation between the parties hereto regarding the construction of this agreement or the obligations, duties, or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this agreement, of an action be brought for specific performance, then and in any of such events the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. g. ENTIRE AGREEMENT - This agreement constitutes the entire agreement between Customer and ECS and supercedes and cancels any and all prior agreements or proposals, written.or oral between the parties relating to to the subject matter hereof. Any amendments, additions, alterations or modifications to the terms or conditions of this agreement shall be in writing and signed by both parties. IN WITNESS WHEREOF, the undersigned have set their hands and seals the day and year first hereinabove set forth. CUSTOMER: COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS ADDRESS: P.O. Box 850 Eagle, Colorado 81631 in BY: Chairman, Board of County Commissioners CUSTOMER CONTACT PERSON: Craig T-- C-ei-by- Pu�-ehasinq Agent for Eagle eounty— TELEPHONE NUMBER EAGLE COMPUTER SYSTEMS, INC. P. 0. BOX 409 232 BROADWAY EAGLE, COLORADO 81631 BY: / -+- • /,�d TITLE: EXHIBIT "A" AGREEMENT FOR SYSTEM PURCHASE Computer Programs, Products and Services Eagle Computer Systems, Inc. and Eagle County CONSULTING SERVICES: Hardware Configuration System Studies System Programming Operator Training THE FOLLOWING PROGRAM MODULES: Financial Accounting and Budgeting $ 6,000 Payroll (New Version) 2,000 Tax Assessment and Billing (Necessary Mods) 4,000 Treasurer's Receipting and Distribution N/C Clerk and Recorder's Indexing System N/C Planner's Record Management System N/C Word Processing/ Document Assembly Module 2,500 S.P.E.E.D. System Utilities 3,500 SOFTWARE PRICE..................................................$18,000 HARDWARE: Qty. Part No. Description Prices 1 zMOPTVP 128K Central Processing Unit 16,000 1 2236MXD 4 Port Terminal Controller 1,200 4 2236DE Terminal with 8OX24 Screens 10,800 1 2260C 10 Megabyte Disk Drive 11,000 1 2280-3 80 P1egabyte Disk Drive 21,000 2 22CO2 Disk/Printer Controllers 400 SUBTOTAL 60,400 Less 5% Discount 3,020 Subtotal (Wang Equipment) 57,380 1 30OLPM Printronix 300 LPM Printer 5,980 1 T1810 Texas Instruments 150 CPS Printer 2,040 TOTAL HARDWARE GRAND TOTAL 65,400 $83,400 It should be noted that the above prices do not include shipping or installation. EXHIBIT "B" AGREEMENT FOR SYSTEM PURCHASE System Installation & Payment Schedule Eagle Computer Systems, Inc. and Eagle County SYSTEM INSTALLATION: At this time we do not know when Eagle County wishes to commence with an in-house data processing system, but development of preliminary designs could start immediately. Many of the applications which are specified in Exhibit "A" have already been written with the only additional work re- quired being modification to meet the needs of Eagle County as it switches to an in-house system. Specifically, the following modules could be installed on Eagle County's system within 90 days of system delivery if so desired by Eagle County. Financial Accounting and Budgeting Accounts Payable Payroll Tax Assessment and Billing Treasurer's Receipting and Distribution Planner's Record Management System Clerk and Recorder's Record Indexing Encumbrance System Priorities would have to be set for additional modules, if any, specifications' developed, prices set, and an implementation plan pursued. The time frame for the installation of additional applications will need to be the subject of further discussion and agreement. PAYMENT SCHEDULE: For each module payment will be made as follows: Down Payment 10% Completion of Detailed Specs. 20% Delivery and Benchmark Demonstration 40% Completion of Operator Training 20% Expiration of 60 day software performance acceptance period 10% NOTE: There will be progress billings per module installed. EXHIBIT "C" AGREEMENT FOR SYSTEM PURCHASE Hardware Configuration Eagle Computer Systems, Inc. and Eagle County WANG EQUIPMENT: 2200 MVP -12 CPU 128K 4 X 2236 D Terminals 300 LPM Printer 2280 80 Megabyte Disk Drive 2260C Ten Megabyte Drive for Backup Procedures and emergency operation of critical applications such as payroll OTHER EQUIPMENT: Printronix 300 LPM Printer TI Model 810 150 CPS Printer All equipment will be purchased directly from ECS by Customer. Wang, Texas Instruments and Printronix shall provide a seperate proposal for the maintenance of hardware.