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HomeMy WebLinkAboutC08-309 LICENSE AGREEMENT FOR COMPUTER SOFTWARE & SERVICES Agreement made this ~~day of ~, 2008, between Tracker Software Corporation, Inc., a Colorado corporation with a place of business at 160 Meadow Ranch, Snowmass Village, CO 81615 ("TSC") and Eagle County, Colorado, located at 500 Broadway, Eagle, CO 81631 ("Client"). In consideration of the terms and conditions set forth in this Agreement, the parties agree as follows: 1. Nature of Agreement. The purpose of this Agreement is to specify the terms and conditions under which TSC shall provide computer software and related services to the Client for the duration of this Agreement for the purpose of delivery and installation. 2. Scope of Services. TSC shall provide the software and services for the Client as outlined below. SOFTWARE MODULES PubWorks Cost Accounting Core Pub Works Service Calls Module PubWorks Work Orders Module PubWorks 5QL Server Database Unlimited user and with unlimited number of computer installs within the Client's Road and Bridge department Data Conversion The agreement includes conversion of data from the current "Activity" database and from the prior system known as "Dennis" into the PubWorks SQL Server database. TSC can only convert the data that is available from these existing systems. If a complete data set is not provided, a full data conversion may not be possible. The Client will work with TSC to insure that TSC has access to the current Activity database and the "Dennis" database. The data conversion may require some data cleanup by the Client. Training and Installation Services This agreement includes two (2) days of onsite training and installation services. Subsequent or follow-up training can be made available for which there would be a negotiated charge. Software Support Software support is the correction of any "bug" or program error which interferes with the correct running of the program. Software support is also continued assistance by phone or Internet to help your program operator handle those problems which they cannot cope with. Software support does not include new programming, restoration of data, additional onsite work, or hardware problems for which there would be a negotiated charge. Software support is available by phone or Internet during business hours - 8:30 AM to 5:00 PM, Monday through Thursday and 8:30 AM to 3:00 PM on Friday. It is given by trained and experienced programmers and system operators. Service to Client's site is by arrangement. 3. Performance Timeline. TSC shall perform the services required by Section 2 according to the following timetable: a) Initial install and data conversion will take place within four weeks from the time Client sends to TSC the following: i) signed contract ii) initial payment iii) current copies of the "Activity" database and the "Dennis" database with access passwords if necessary. b) At a mutually agreed upon date, database installation and population with converted data will take place. c) Once the PubWorks SQL Server database is populated and at a mutually agreed upon date two days of on-site training will take place. 4. Compensation a) As complete compensation for the services provided under Sections 1-3, T5C shall be paid the following amounts in the manner indicated in this section: Com ensation Table Item Amount Pa ment Timetable TSC Software as Listed in Paragraph 2 $12,800 50% on signing of contract above 50% on satisfactory completion of software installation and initial trainin Data Conversion from the "Activity" $2,500 50% on signing of contract and the "Dennis" databases 50% on satisfactory completion of software installation and initial trainin Two (2) days of training $1,750 50% on signing of contract 50% on satisfactory completion of software installation and initial trainin Total Amount excluding the annual $17,050 su ort/license/u date fee Annual support/license/update fee at $2,175 Billed annually starting six (6) months the rate of 17% per year. Full year after the software installation date and amount is $2,175 pro-rated to correspond to your fiscal ear 2 b) Payments. Upon execution of the Agreement and approval of the licensing agreement in accordance with Section 4 (A), Client shall pay to TSC the sum of $8,525.00. After Client is satisfied with the successful installation of the software (shall be interpreted to mean "satisfactory completion", supra), Client shall pay to TSC the sum of the balance due: $8,525.00. Any additional charges shall be billed to the Client by TSC on a monthly basis after the services are rendered, with detailed explanations of all charges billed. Client shall pay all properly billed services within 20 days after receipt of the bill. Any amount not paid in a timely fashion which is found to be properly due shall be subject to a late payment fee based upon an annual interest rate of 12%. 5. Initial Term and Renewal. This Agreement shall take effect upon its execution by both parties and shall remain in force with automatic annual renewals contingent on the Client's payment of the annual licensing/support/update fee. Non-payment of the annual licensingJsupportJupdate fees will give TSC the right to terminate service and licensing of the software on the Client's server. 6. Miscellaneous. a) Unless otherwise agreed, the software indentified in this Agreement shall be licensed to the Client for use at any computer processing unit(s) or within a network system at the Client's offices. Client shall not reproduce, modify, sell or transfer any such licensed software without written permission from TSC. TSC warrants that it is the owner or is otherwise duly authorized to license software identified in this Agreement. TSC warrants for the term of this Agreement that any software installed or developed by it pursuant to this Agreement shall be free of defects and any such defects shall be promptly and effectively corrected. b) Additional services may be provided by TSC provided that the Client agrees in advance to the terms and conditions upon which the services will be provided. c) Program modifications -other than changes necessary to make the programs, software and installation operate in accordance with the expectations of the Client and the representations of TSC -may be provided by TSC and the charges will be at the standard hourly rate TSC currently uses. The Client shall not be liable for payment for any such additional services unless the Client has consented thereto in writing prior to the provision of such service. 7. Governing Law. This Agreement shall be interpreted under Colorado law. Venue for any action arising out of any dispute pertaining to this Agreement shall be in the State of Colorado District Court in and for Eagle County, Colorado. 11 Signature Page to Follow // .~ IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized officers or agents on the dates indicated below: Tracker Software Co poration Peter D. Anzal e, President Dated: ~~ / 2~/~ e ounty Bruce Baumgartner, County anager Dated: /Oil ~/, dQ 4