HomeMy WebLinkAbout247336 JUSTICE SYSTEMS INC - CONTRACT - CONTRACT - 16844JUN-24-/003�WWED 9:08 AM FT COLLINS MUNICIPAL. CRT FAX NO. 9704162162 P. 2
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Agreement No: CO-0600-00042
JUSTICE SYSTEMS, INC.
AGREEMENT
I. IN CONSIDERATION of the mutual promises and agreements provided herein, Justice Systems, Inc. (JSI), whose
address is 4600-D McLeod NE, Albuquerque, NM, 87109, and City of Fort Collins, CO, a municipal corporation
(Customer), whose address is P.U. Box 580, Fort Collins, CO, 90522, agree that JSI will license to Customer, rights
to use FullCouok' software on a nonexclusive basis for Customer's use in the geographical jurisdiction described as
City of Fort Collins, CO. -with sites located at the following address- 201 LaPorte Avenue, Fort Collins, Colorado.
The following schedules are attached hereto and made a part of this agreement: MP
1. "Schedule A" — FullCourt` Software License: Providing for the license provisions under which the
software provided by JSI may be used;
2. "Schedule B" — Software Application Specific Sublicense Addendum. Providing for the use of
Omelet' software used in conjunction with FullCourt.
3. "Schedule C" -- Software Operating Environment: Setting forth the operating environment
intended to be used to support the FullCourt application plus any additional software required for
use by FullCourt software. The parties contemplate any modifications to these items may result in
additional cost to the Customer;
4. "Schedule D" — Services Agreement. Setting fortis the services that shall be provided by JSI; as
well as any matters specifically excluded from JSI's responsibility;
5, "Schedule E" — Software Maintenance and Support Agreement for FullCourt: Setting forth the
terms comprising the agreement for maintenance and support to be provided by JSI after the initial
warramy period has expired.
II. COST OF SOFTWARE LICENSE AND SERVICES TO BE PERFORbIED:
Customer has paid to JSI all amounts dire on account of the delivery, installation and implementation of the
FullCourt application described in the attached schedules ]Schedule 'A", 4 licenses; Schedule "B , 14 sublicenses;
Schedule "C"' 9 FullCourt licenses; Schedule "D , work performed]. The Parties each represent and
acknowledge that the otter has faithfully performed its obligations in respect thereto, Char payments therefor have
been received, and that no further outstanding obligations exist on account thereof,
Should the Customer elect to have JSI perform further programming services with respect to the delivered software
.such that FullCourt is modified to provide an interface to the Police Records Afanagemerrt System chosen by the
Customer at a later date, then theparties further agree.-
]. That JSI will perform an analysis, at JSI standard rates in effect at that time, plus any travel expenses,
of said interface in order to provide Customer with a fuc priced quote to provide rite interface. Customer can either
contract or nor contract for the interface at that time.
2. All payments an account thereof shall be due and payable within 30 days of invoice,
III. CONFIDENTIAL INF'ORYIATION: Customer acknowledges that FullCourt (the Program) is a copyrighted work;
and that any materials provided by JSI including documentation (Documentation) may contain proprietary
intellectual propem rights. Customer agrees to keep the Program and Documentation in confidence and to take all
reasonable precautions to ensure that no unauthorized persons have access to the Program and/or Documentation and
that no unauthorized copies are made, except as required by Colorado law regarding to the disclosure of public
records, to the extent applicable. Breach of this provision shall be construed as a material breach of the terms of this
Agreement and, JSI, at its sole option, may terminate this agreement without further obligation, if Customer has
failed to cure such breach within five (5) days of receipt of notice of any such breach., Customer shall not alter any
proprietary markings in connection with the Program or Documentation, includin.- copyright, trademark, trade secret,
and patent legends.
FullCourt is a registered tradename of Justice Systems, Inc. The FuI (Court software program is copyrighted and protected bylaw.
s Oracle is a registered trademark of Oracle Corporation, Redwood City, CA
Copyright(D 1998 Oracle Corporation. All rights reserved.
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E-V, VERSIONS SUPPORTED: To receive software maintenance and support for a licensed program,
customer must use a version of the licensed software that is current with any enhancements or
changes that JSI has provided for that version. It may be necessary to install the latest software
releases for the licensed program and it may be necessary to update customer's computer hardware,
operating systems and/or other software to achieve compatibility with the currently supported version
of the licensed program JSI shall provide maintenance and support under this agreement so long as
the version supported is the most current version of FullCourt or the next previous version.
Thereafter, maintenance and support may be provided upon a time and materials basis, subject to the
availability of resources.
If customer has not installed any releases that JSI has made in the licensed software or is not using a
currently supported version of the licensed program, JSI may suspend provision of software
maintenance and support for the licensed program until customer cures this condition. There sbaU be
no refunds of the software maintenance and support fee.
Any installation required for an upgrade to a currently supported version of a licensed program, when
performed by JSI, will be charged to customer at JSI's then current hourly rates plus reimbursement
for any out-of-pocket costs or expenses incurred by JSI. Such installation charges shall be in addition
to other fees or charges that may be due.
F-VI. TIME OF SUPPORT: Maintenance and support services provided under this agreement shall be
during the normal working hours of 7:00 a.m. to 5:00 p.m. in Albuquerque, New Mexico
excluding weekends, legal holidays, or other days determined by JSI by prior notice to Customer.
Customer shall provide ISI with access to its computer hardware, system software, the licensed
program and customer data files with sufficient work space required to perform the software support
services that JSI determines will be best provided on site. Customer shall also provide sufficient
electrical current, telephone access, and power outlets for JSl use in performing software
maintenance and support.
FrVII. WARRANTIES: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, JSI DOES NOT
WARRANT SERVICES AND SUPPORT PROVIDED FOR AND INCLUDED IN THIS
AGREEMENT AND THE CUSTOMER HEREBY ACKNOWLEDGES THAT SAID
AGREEMENT IS ENTERED INTO AND SAID SERVICES ARE PURCHASED REALIZING
THAT NO IMPLIED WARRANTIES ARE MADE OTHER THAN THAT JST WILL USE
REASONABLE EFFORTS TO RESOLVE PROBLEMS, ANSWER QUESTIONS AND HELP
CUSTOMER OBTAIN SATISFACTORY PERFORMANCE OF THE SOFTWARE.
E.VU1. REMOTE SUPPORT: Customer agrees to install and maintain for the duration of this agreement a
modem, an associated dial up telephone line and remote diagnostics software that is compatible with
JSI remote diagnostics system. Customer will pay for installation, maintenance sad use of said items.
JSI shall use these items in connection with error correction and/or support. Any access by JSI shall
be subject to prior approval of customer and in any case access shall be solely for the purpose
authorized by customer.
E-IX. PROPRIETARY RIGHTS: Any changes. additions and enhancements in the form of new or
partial programs or documentation as may be provided under this agreement sball remain the
proprietary property of ISI.
E-X. 'TERMINATION: In the event of termination of the software license specified above, all
maintenance fees or charges payable for the entire term of this agreement shall without notice or
demand by JSI immediately becomes due and payable and DST's obligadotts under this agreement
shall immediately end. JSI may terminate this agreement in the event of the failure of customer to
fulfill its obligations thereunder.
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Customer's obligations under this section as they relate to the use of the Program and Documentation shall be to
advise authorized users of the provisions of this section and immediately halt and report to JSI unauthorized copying,
use, distribution, installation, or transfer of possession of the licensed products by any authorized user of which
Customer has actual knowledge.
It is understood that receipt of confidential information under this Agreement shall not create any obligations in any
way limiting or restricting the assignment of Customer's employees.
IV. ACCEPTANCE: The Parties acknowledge that FullCourt has been installed and operating in accordance with
Customer's requirements; and, that 33I has fulfilled its obligation on account thereof.
V. CUSTOMER'S OBLIGATION FOR DATA PROTECTION: JSI shall not be responsible for data protection and
Customer shall be responsible for performing daily back up of data on the computer system used in connection with
the Program to minimize likelihood of data Ioss. Customer shall be solely responsible for backup software, hardware
procedures and operations. Customer shall provide the safe storage of all back up tapes and/or disks. Customer
shall be responsible for keeping. Customer computer systems free of computer viruses.
VI. TERM AND TERMINATION: This agreement and any supplement shall continue in force unless terminated as set
forth herein. Either party may terminate this agreement upon thirty (30) days prior written notice. Any portion of this
agreement and/or the schedules attached hereto may be independently terminated in the same manner without
prejudice to the remaining portions of this agreement
Nil. INDEMNIFICATION: To the extent permitted by law, Customer will. indemnify JSI for any claims or damages
awarded against JSI for any claim brought against JSI by any third party arising out of the use of the Program or
services rendered under this agreement.
VIII. RIGHTS IN THE PRO GRAbUINDEMNIFICATION AND WARRANTIES: JSI, at its own expense, shall: (i)
indemnify and defend, or at its option, settle, any claim, suit, or proceeding brought against Customer by a third parry
alleging any portion of the Program or related software provided by JSI to Customer inhinges any legally protected
patent, copyright, trade secret or other proprietary right of such third party (an "Infringement Claim"), and (ii) pay any
and all final judgments entered against Customer, and all reasonable costs and expenses incurred in defending or
settling an Infringement Claim under this Agreement, or pay any settlement made by JSI on such Infringertrent Claim.
JSI warrants that it is the owner of the Program, or is licensed to sell to Customer the rights to use the Program as set
forth in this Agreement and related schedules and attachments. JSI further agrees to pass through to Customer such
warranties as JSI has received from any manufacturer, sub -licensor, or licensor in connectiou with any hardware or
software provided to Customer by JSI pursuant to this Agreement.
LX- MODIFICATIONS: Any modifications of the Program by Customer or anyone other than JSI shall be the full
responsibility of Customer and shall nullify any warranties that relate to that part of the Program modified.
X. SF,VER.ABILITY: In the event that any provision of this agreement is held by a court of competent jurisdiction to be
legally ineffective or unenforceable, the validity of the remaining provisions shall not be affected.
XI. INTEGRATION: This agreement and any supplements hereto attached as schedules contain the full understanding
of the parties with respect to the subject matter hereof and supersedes all prior understandings and writings relating
thereto. No waiver, consent, modification, amendment or change of the terms of this agreement and its supplements
shall be binding unless in writing and signed by the authorized representatives of Customer and JSI.
XII. ARBITRATION: Any dispute arising out of this agreement other than claims for preliminary injunctive relief or
other prejudgment remedies shall be resolved at the request of either parry through binding arbitration_ Arbitration
shall be conducted in Colorado under the rules and procedures of the American Arbitration Association ("AAA").
The arbitration shall be by a panel of three arbitrators and, if feasible, one of the three shall possess knowledge of
computer software and its distribution.
XIII. NOTICE: Any notice required or permitted to be given in this agreement shall be in writing and shall be sent in a
manner requiring a signed receipt, or if mailed, by registered or certified mail. return receipt requested_ Notice is
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effective upon receipt. Unless otherwise set forth in writing. each of the parties designates the address set forth in
Section I as the location for delivery of any notifications.
XiV. NO WAIVER: The failure of either party to exercise any right, or the waiver by either party of any breach, shall not
prevent a subsequent exercise of such right nor be deemed a waiver of any subsequent breach of the same or any other
term of the agreement.
?CV. FORCF MAJEURF.: Neither party shalt be deemed in default of this agreement to the extent that performance of
their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural
disaster, accident, shortages of materials or supplies, or any other cause beyond the control of such party. This
provision requires that any party claiming relief under this provision give written notice within fifteen (15) days of
discovery thereof. In no event shall the time for performance be extended beyond 90 days.
XVI. DUTIES OF CUSTOMER AND EXCLUDED SERVICES'
JSI shall only provide services as specified elsewhere in this agreement. It is expressly understood and agreed by
Customer that JSI will not be responsible for performing the following services:
1,Hardware; hardware installation and setup, work station or server setup, fax -modern or printer installation or
setup, local or wide -area networking hardware or setup, back-up system hardware or setup, services related to
set up of the networking infrastructure.
2. Other 5ottware supplying, installing, or integrating any other software, including but not limited to
operating or networking systems or setup, word processing system, PC Anywhere or other remote
communications software, back-up system software, or any legacy system or other non-FullCourt application.
3. Services related to performance, Because performance is a product of many factors which are not
necessarily under JSI control, any services required to improve performance, other than tuning the Oracle
server, are specifically excluded except as otherwise provided in Schedule A or Schedule E to this
Agreement.
The above listed services are not intended to be all-inclusive. JSI's responsibility to provide any other services is
limited to those matters enumerated in "Schedule D", "Schedule F", or as may be otherwise agreed to in writing
between the parties.
XVIL LATE FEES, COSTS, ATTORNEYS' FEES: Late payment charges and fees shall be allowed in the amount of
1.5% per month, compounded monthly, and shall apply to any payments in arrears for a period exceeding thirty (30)
days. In any legal action or arbitration brought under this agreement, the prevailing party shall be entitled to
reasonable attorneys' fees and costs of litigation arbitration, or injunctive relief proceedings necessary to carry out the
provisions of this agreement. This provision shall not be construed as limiting the right of JSI to demand timely
payment, nor shall it require that JSI extend time for payment under the provisions of this Agreement.
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xvill. GOVERIMNG LAW: This agreement shall be governed by and interpreted, construed, aad enforced in accordance
with the laws of the State of Colorado.
ACCEPTED BY:
THE CITY OF FORT COLLINS,,, COL�O�R,ADO
By: � 0 L _
Ja es B. eill, Jl, CPPO
I3�rector of Purchasing and Ris Management
Ji1STI T)E MS, I
s
(Authorized Signature)
Ernie L Sego, President
ear TEST:%
City Clerk ,,, elj
Date: `o
Date: JZ-4
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Agreement No. CO-0600-00042
JUSTICE SYSTEMS, INC.
Fttwourtr Softivare License
"Schedule A"
.Justice Systems, Inc. ("JSI" ), a New Ylesico corporation, grants to Customer a nonexclusive license to use FullCourt
software and documentation ("the Program") and to use other software modules developed and provided by JSI in
conjunction with the Program, By use of the FullCourt software, Customer agrees to abide by the terms of this
license.
-the license granted herein authorizes the use of the Program by no more than (9) users at any one time. A "usee' is anyone
authorized by Customer who is signed onto the Program through a single computer workstation as permitted by the Program.
Customer shall assure compliance with the conditions of this license and will permit JSI to perform reasonable audits and on -
site inspections of the Program, and its use. The Program may only be used for Customer's internal business use and only to
process information or data of Customer- The Program shall be used only within the geographical jurisdiction of Customer
and at such sites as shall be set forth by agreement with JSI. Customer shall not make copies of the Program, nor shall
Customer sell, assign, or otherwise convey or allow any other person or entity to use the Program without prior written
consent of JSI. Customer shall not cause or permit reverse engineering, disassembly, nor decompilation of the Program nor
disclose nor permit access to the Program by any unauthorized third party without the written consent of JSI. Customer shall
not disclose results of benchmark tests of the Program. Customer acknowledges that Customer obtains no ownership rights in
the Program and that the Program is the proprietary product of JSI and is protected by copyright and other intellectual
property laws. Customer shall have the ria�hr to use the Program in the operating environment identified by Customer to JSI.
Customer shall abide by any conditions of any licensing or subliceasing agreements of other softwam that is used in
conjunction with the Program.
JSI warrants that for 1 year from the dare of installation of the Program: (a) that the Program will substantially perform the
functions described in documentation provided by JSr when operated in the designated operating environment This warranty
is exclusive and in lieu of all other warranties, whether express or implied, including implied warranties of merchantability or
fitness for a particular purpose. if Customer gives notice of an error or inability of the Program to substantially perform as set
forth herein, within tite lyear warranty period, JSI shall, at its option, resolve the error or inabdiry to perform, or refund the
License fees paid by customer. fSI shall nor be liable for any indirect, incidental, special or consequential damages or other
damages for lost revenue, lost opportunity, Lost data or data use incurred by Customer or any third parry. In any event, any
liability of JSI shall not exceed the amount paid by Customer for the license. If any problem, operational failure, or error of
the Program has resulted from any alteration of the Program. accident, abuse, misapplication after acceptance, failure to
follow correct procedures for starting up the system or shutting it down, or by introduction of any nen software to the system
not specifically provided by JSI, any warranty provided in this agreement shall be null and void.
Customer recognizes that money damages may not be an adequate remedy for its breach or violation of the terms of this
license, or threatened breach or violation, and injunctive relief or other equitable remedies shall be available to JSI as a
remedy irr addition to any other remedies available under the law. Any dispute relating to the terms of this license other than
claims for preliminary injunctive relief or other equitable remedies shall be resolved at the request of either party through
binding arbitration. Arbitration shall be conducted in Colorado under the rules and procedures of the American Arbitration
Association. This provision, and the rights created hereunder, shall survive termination of the Agreement.
JSI may terminate this license agreement if Customer (a) fails to make any License Fee payment as set forth by agreement;
(b) cormnits a material breach of any of its obligations provided for under this license, which breach is not remedied or
cured within thirty (30) days after notice thereof by JSI to Customer. Upon tetrrunation, Customer shall immediately cease to
use the Program and shall immediately deliver to JSI all copies of the Program and documentation or any other property of
JSI relating to the Program and shall certify in writing that these terms have been fulftiled-
Custontcr
Initials:
t FuuCOart is a registered trade name of Justice Systems, lne. The FullCour[ software program is copyrighted and protected by taw.
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Agreement No. CO-0600-00042
JUSTICE SYSTEMS, INC.
SOFTWARE APPLICATION SPECIFIC SUBLICENSE ADDENDLM
"Schedule B"
Justice Systems, Inc. (JSI) gzants to Customer a sublicense to use Oracle° software (ORACLE) in conjunction with
FullCourt' software provided by JSIjto Customer. This sublicense is subject to the "AGREEMENT WITH JUSTICE
SYSTEMS , INC." dated ='1 2001 and the terms and conditions set forth therein as
well as the following terms: /
For the purposes of this sublicense, ORACLE shall be limited only for use for the purpose of running FullCourt or
such other programs provided by JSI to Customer. ORACLE may oot be used to create or alter tables or reports
except as necessary for operating FullCourtt software.
B-1. The right to use ORACLE is a nonexclusive, nontransferable right granted Customer by JSI to use only the
object code of ORACLE provided by JSI with the FullCourt software license granted concurrent hereto and
the ORACLE user guides and manuals.
B-Il. ORACLE will be provided by JSI and shall be used only with FullCourt, JSI's Application Program.
B-III. JS1 will install ORACLE as provided by the agreement referred to above.
B-IV. Each copy of ORACLE shall be for the Customer's own internal use within the limits of its geographic
jurisdiction. The ORACLE program shall not be transferred except for temporary transfer in the event of
computer malfunction.
B-V. The Customer shall not transfer, assign, timeshare, rent, or otherwise use ORACLE except with FullCotut.
B-VI. Oracle Corporation shalt retain all title, copyright, and other proprietary rights in ORACLE and any
modifications or translations thereof. The Customer does not acquire any rights in ORACLE other than the
lirnited rights specified in this sublicense.
B-Vll. Customer shall not reverse engineer, disassemble, decompile or duplicate ORACLE except for it may
duplicate a single backup or archival copy.
B-VIII. Customer shall not hold Oracle Corporation or ISl liable for any damages, whether direct, indirect
incidental, or consequential, arising from the use of ORACLE.
B-IX Customer shall, at the termination of the sublicense, discontinue use and destroy or return to JSI all copies
of ORACLE and Documentation.
B-X. Customer shall not publish any results of bencbamark tests tun on ORACLE.
B-XI. Customer shall comply fully with all relevant export laws and regulations of the 'United States to assure that
neither ORACLE, nor any direct product thereof, are exported, directly or indirectly, in violation of United
States law.
B-XII- To the extent permitted by law, Oracle Corporation is a third parry beneficiary of this sublicense
agreement.
B-XIII. JSI does not provide any warranty for ORACLE separate and apart from such warranties as are provided
by Oracle Corporation, or as otherwise provided in its Agreement with Customer.
B-XIV. Products Applicable to this Addendum:
Item # Application Price/Application Total Application
Specific Description Qty Specific Specific License
Pro tam License Charge
1 Oracle Oracle Relational Database 14 N!C N/C
Standard System Version 8, Named User
N/C
Cust"mt:r
Initials:M
FvilCourt is a registered trade name of Justice Systems, Inc. The FullCourt software program is copyrighted and protected by law.
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Agreement No. Ca-0600-00042
JUSTICE SYSTEMS, E4C.
Software Operating Environment and Additional Software
"Schedule C"
Aesignated Operating Environment:
Server: MS NT 4.0 or NIS NT 2000
Clients: MI S Windows 98 or MS Windows NT or MS Windows 2000
NIS Word for Windows
License Extended
Item. Charge/ License
Number Style Desui non Unit Charge
1 FullCourt Case Management Software 9 PAID PAID
Version 3.0
Total Amount S PAID
C1
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Agreement No, CO-0600-00042
JUSTICE SYSTEMS, INC.
Services Agreement and Statement of Work
"Schedule D"
Item Service
Number Service Description Charges
The parties acknowledge that all services due hereunder have been satisfactorily
perfor>a ed and no further obligations exist as of the execution of the Agreennent to
which this Schedule D is attached.
JSI will install FullCourt case management software onto the Customer's Intel server
and workstations. JSI will provide installation and user training which includes 2
weeks of on site training and a 3 day follow up visit 5 weeks after initial training.
JSI will provide conversion of legacy data into useable FullCourt format.
Travel expenses related to the Installation and Training are KLO-1 included and will be
billed separately.
TOTAL SERVICES: S N/A PAID
'PC Anywhere,windows. MS Word, WindowsNT, and Novell Neovare are registered products and are !!!�.
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Agreement No. CO-00600-oo042
JUSTICE SYSTEMS, INC.
Software Maintenance and Support Agreement for FullCourt"
"Schedule E"
E-f. TERIbf: Upon expiration of the warranty period and continuing for one year with automatic
renewal for successive one year periods until specifically terminated by either party giving thirty
(30) days written notice of intent to terminate, the parties agree as follows:
E-II, SUPPORT PROVIDM JS1 will:
(a) provide Customer with 1-800 telephone access by which Customer may communicate with
JSI for purposes of seeking technical support of the software.
(b) provide to Customer any maintenance releases to the particular version of FullCourt software
covered under this agreement.
(c) use its best efforts to correct or replace software and/or provide services necessary to remedy
any programming error which is attributable to JSI and which significantly affects the use of
the software.
(d) provide Customer with remote diagnostic services.
E-III. FEES: The maintenance and support fee shall be $7,100 the year June 15, 2001 through June 14,
2002, and shall not increase by more than 8% per year for the ensuing 5 years, to be paid as
follows:
Full amount due and payable within 30 days from billing.
This fee .may be increased in subsequent years at JSI's sole discretion.
E-IV. CONDITIONS OF SUPPORT- Customer acknowledges and agrees that suppon under this
agreement will not be provided for damage or problems to software caused by fire, smoke, water,
vandalism, riots, theft, misuse, accidents, power outages, abuse, any acts of war, or acts of God.
Customer further acknowledges that this agreement will not cover corrections for difficulties or
defects traceable to system changes by Customer, alterations to software other than by JSI,
introduction of incompatible programs, hardware, viruses, or any other cause beyond the control
of JSI.
Any support rendered by JSI at Customer's request to deal with any problems that he outside the
scope of the support agreement shall be billed and the time and materials rates in effect at JSI at
the time the work is completed, plus any travel and expenses incurred in providing such extra
support. JS ( will notify Customer and receive authorization to begin work prior to proceeding.
Charges for support or work provided to Customer by JSI that He outside the scope of the support
agreerneut shall be paid within thirty (30) days from the date of billing. Payments not timely made
shall bear a penalty of 1 1/2 percent per month until paid.
El