HomeMy WebLinkAboutJDE - CONTRACT - RFP - P620 FINANCIAL APPLICATION SOFTWAREc. Without limiting any of J.D. Edwards' obligations hereunder, J.D. Edwards shall provide and
maintain insurance coverage naming the Customer as an additional insured under this
Agreement of the type and with the limits specified within Exhibit A, consisting of one (1)
pages[s], attached hereto and incorporated herein by this reference. J.D. Edwards before
commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk
Management, 256 West Mountain Avenue, Fort Collins, Colorado 80521 one copy of a
certificate evidencing the insurance coverage required from an insurance company acceptable
to the Customer, which acceptance shall not be unreasonably withheld.
Article IV, SOFTWARE UPDATES/SUPPORT LINE, Section 2, ENHANCED PRODUCT
EXCHANGE, shall be amended by the addition of the following language at the end of
Paragraph (A):
Customer shall be entitled to exercise its option under this paragraph one time at no charge.
Article V, GENERAL, Section 4, WARRANTIES, Paragraph (A), Sentence 1 is struck and
replaced by the following:
J.D. Edwards warrants that for a period of eighteen (18) months following the date of actual
physical delivery of the Licensed Products to Customer's first designated site, the Licensed
Products will perform in all material respects in accordance with the J.D. Edwards Source
Published Product Specifications in effect at the date of this Agreement.
Article V, GENERAL, Section 6, EXCLUSIVE REMEDIES, Paragraph (A) shall be amended
as follows:
"six (6) months" is changed to "eighteen (18) months".
Article V, GENERAL, Section 7, INDEMNITIES, Paragraph (D), Subparagraph (ii), is
amended by inserting the following language after the word "indemnify":
"subject to the limits of the law and the charter of the City of Fort Collins".
Article V, GENERAL, Section 12, PAYMENT, Paragraph (A), Sentence 2, is struck and
replaced by the following:
Customer agrees to pay twenty-five percent (25%) of the License Fees upon execution of this
Agreement and any Attachment attendant to this Agreement, twenty-five percent (25%), on or
before December 31, 1997, twenty-five percent (25%) on or before April 30, 1998, and the
remaining twenty-five percent (25%) on or before August 31, 1998.
Article V, GENERAL, Section 14, GENERAL, Paragraph (L), Sentence 1 is struck and
replaced by the following:
Neither party shall publicly announce or disclose the terms and conditions of this Agreement,
except as required by law, and except that J.D. Edwards may use Customer's name as a
reference in J.D. Edwards' sales calls and in lists of J.D. Edwards' customers.
City of Fort Collins Page 3 of 5 Confidential
Article V, GENERAL, Section 14, GENERAL, is amended by the addition of the following
new Paragraph (0):
The order of precedence for interpretation of this Agreement is as follows:
(i) Any mutually executed Addendum to this Software License, Services and Maintenance
Agreement.
(ii) Any mutually executed Attachment to this Software License, Services and Maintenance
Agreement.
(iii) The Software License, Services and Maintenance Agreement.
In the event of a conflict in language between the documents referenced above, the language in
the earlier -appearing document above shall govern. In the event of silence in a document on a
particular issue, the document appearing next in the sequence above shall govern.
Note 5 on Attachment A to the Software License, Services and Maintenance Agreement
is amended by inserting the following language after the word "indemnify":
"subject to the limits of the law and the charter of the City of Fort Collins".
Note 2 on Attachment O to the Software License, Services and Maintenance Agreement
is amended by inserting the following language after the word "indemnify":
"subject to the limits of the law and the charter of the City of Fort Collins".
Sentence 3 of the Payment Section on Attachment U is struck and replaced by the
following:
Unless cancelled by either party by written notice, no less than thirty (30) days prior to the end
of the Period of Coverage, this Agreement and the Period of Coverage shall automatically
extend for one (1) year at the then current prices, subject to the annual appropriation of funds
by Customer for payment of the fees.
THIS ADDENDUM, INCLUDING THE AGREEMENT OF WHICH IT IS A PART, IS A
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE
PARTIES, WHICH SUPERSEDES ALL PRIOR OR CONCURRENT PROPOSALS AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS ADDENDUM
AND THE AGREEMENT. Notwithstanding anything to the contrary in the Agreement, in the
event of a conflict between the terms and conditions of this Addendum and those contained within
the Agreement, the terms and conditions of this Addendum shall prevail. All other terms and
conditions remain unchanged and are ratified hereby.
City of Fort Collins Page 4 of 5 Confidential
THIS ADDENDUM SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY CUSTOMER AND
ACCEPTED BY AN AUTHORIZED REPRESENTATIVE OF J.D. EDWARDS AT ITS PLACE OF
BUSINESS.
Accepted by J.D. Edwards World Solutions By execution, signer certifies that signer
Company and effective as of��5:-Zor is authorized to execute this Addendum on
1922 behalf of Customer
J.D. EDWARDS WORLD SOLUTIONS CO. CUSTOMER(kq.
�� �n�A /�J
By By 'ive��6*sK�
(Authorized Signature) (Authorized Signature)
(Print or Type Name)
(Title)
John F. Fischbach
(Print or Type Name)
Citv Manager
(Title)
Z((A orized Signature)
ames B. O'Neill II, CPPO
(Print or Type Name)
Director of Purchasing and Risk Mat
(Title)
est: 01 ,
(Authorized Signature) g
Wanda Kra)icek
(Print or Type Name)
City Clerk .�3 1
(Title)
Approved as to form:
(Authorized Signatuife)
Carrie Daaaelf
(Print or Type Name)
Assistant City Attorney
(Title)
City of Fort Collins Page 5 of 5 Confidential
EXHIBIT A
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work
under this bid, the Service Provider shall furnish the City with certificates of insurance
showing the type, amount, class of operations covered, effective dates and date of
expiration of policies, and containing substantially the following statement"
" "The insurance evidenced by this Certificate will not be cancelled or materially altered,
except after ten (10) days written notice has been received by the City of Fort Collins."
In case of the breach of any provision of the Insurance Requirements, the City, at its option,
may take out and maintain, at the expense of the Service Provider, such insurance as the
City may deem proper and may deduct the cost of such insurance from any monies which
may be due or become due the Service Provider under this Agreement. The City, its
officers, agents and employees shall be named as additional insureds on the Service
Provider's general liability and automobile liability insurance policies for any claims arising
out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain
during the life of this Agreement for all of the Service Provider's employees engaged
in work performed under this agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident, $500,000
disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain during
the life of this Agreement such commercial general liability and automobile liability
insurance as will provide coverage for damage claims of personal injury, including
accidental death, as well as for claims for property damage, which may arise directly
or indirectly from the performance of work under this Agreement. Coverage for
property damage shall be on a "broad form" basis. The amount of insurance for
each coverage, Commercial General and Vehicle, shall not be less than $500,000
combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work performed
under this Agreement by a subcontractor, which liability is not covered by the
subcontractor's insurance.
JDEdwardsa ATTACHMENT U 8033 E. Tufts Avenue
Maintenance Services - Suite Pricing Dearer, Colorado 9M7
Customer City of Fort Collins
Address 256 West Mountain Avenue
Fort Collins, CO 80521
This Attachment is made by and between J.D. Edwards World Solutions Company ("J.D. Edwards") and Customer in consideration of
their mutual �romises and subject to its terms and conditions. This Attachment supplements and amends the terms and conditions of the
(check one) Software License, Services and Maintenance Agreement or ❑ Maintenance Agreement ("Agreement"),
dated 19_, as follows:
Maintenance Services - J.D. Edwards provides to Customer and Customer accepts, subject to the terms and conditions of the
Agreement, the Maintenance services indicated below:
Start Date: upon execution
Period of Coverage: one ( 1 1 year(O. PREMIER Maintenance, if chosen, is also available for a Period of Coverage,
which is the same as the Period of Coverage for Standard Maintenance services unless otherwise indicated in writing. Customer may
not elect to exclude any of the Licensed Products from the Maintenance services during the Period of Coverage. During the Period of
Coverage, Customer may be billed additional Maintenance fees resulting from the addition of Licensed Users.
Payment: Customer agrees to pay the fees specified below upon execution of this Agreement. If Customer does not pay the amount
specified below upon execution of this Agreement, Customer agrees to pay at J.D. Edwards' then -current prices to initiate its Period of
Coverage for Maintenance services within thirty (30) days of invoicing by J.D. Edwards. Unless canceled by either party by written
notice no less than thirty (30) days prior to the end of the Period of Coverage, this Agreement and the Period of Coverage shall
automatically extend for one (1) year at the then current prices.
Select Type:
4 Standard Maintenance Fee
❑ PRENHER Maintenance Fee
(WorldSottware and OneWorld only)
❑ Reinitiation Charge
Maintenance Fees
(If paying upon execution, plus
taxes, if applicable)
User Type Licensed: concurrent
MaintenanceFees: 100 X $ 600 = $ 60 , 000
(Number of I icemed (Fee per Licensed User)
Usen)
Payroll and Human Resource Management Only:
Maintenance Fees: X $ = $
(Number of Active (Fee per Active
Employees) Employee)
Total $
13.5Z X 43,000 = 5,805
Haman resources
and Payroll TOTAL: 65,805
Licensing Fees
This Attachment, including its terms and conditions, and the Agreement of which it is a part, is a complete and
exclusive statement of the agreement between the parties, which supersedes all prior or concurrent proposals and
understandings, whether oral or written, and all other communications between the parties relating to its subject
matter. Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between this Attachment
and the Agreement, this Attachment shall prevail. All other terms and conditions remain unchanged and are ratified
hereby. This Attachment shall not be effective until executed by Customer and accepted by an authorized
representative of J.D. Edwards.
Accepted by J.D. Edwards World Soly'Qns Com and
effective as of
J.D. ID WORLD SOLUTIONS COMPANY
By
(Authorized Signature)
(Print or Type Nafte Pr9gtd6,,.e Ar"
By execution, signer certifies that signer is duly authorized to
execute this Attachment on behalf of Customer
( Sigaature)
(Print or Type Name)
(rule)
As To _For rrn:
Page 1/1
A731 1 /97 lcatu731.doc
JDCdu�r cis' AT' ,CHMEVT '-I - LICENSED PRODUCTS 8033 E. Tints Avenue
WoridSoftware.." - Suite Pricing Denver. Colorado 90237
Customer City of Fort Collins
ins --
Address 256 West ifountain Avenue
Fort Collins, CO 80521
This Auachment A to Software License Agreomem CAuachment') is made by and between J.D. Edwaras World Solutions Company
('J.D. Edwaras') and Customer in consideration of their mutual promises and subiect to its terms and conditions. This Attachmem smanos the
(check onet]Sof ware License. Services and Maintenance Agreement or 0 Software License A¢roemeat 1'Agrament'), dated
19_. Customer agrees to (check appropriate ootion(s))IMlicenso. ending, ❑ upgrade the number of Licensed Users nor use on
the Designated Proeessons). Applicable notes are on Page Two.
Licensed Products (2) (Please mark Software Suites selected):
Suite Base
Software Suites Prerequisites (1)
License Fee
M 1 Foundation 5 6
( "�
see Attachment 0
.....5
ID 2 Ftnaacial
1 see Attachment 0
ID 3 LogiaticsiDistsibution
1,2 see Attachment 0
❑ 4 Services
I=
❑ S Manufacturing
1,23
❑ 6 Architecture. Engineering, & Construction
1.2
❑ 7 ECS
1=
US Payroll (3,4) SkU.S.
1
❑ Canadian
1
21.Snn
10 9 Human Resources Management (4)
1
1,23,5
21,500
❑ 10 Customer Information System tCIS)
❑ 11 Transportation Management Base (7.8)
I
❑ 12 Transportation Maeagemtat Load Build (7,8)
1
❑ 13 World RF (7,9)
1
❑ 14 Electronic Cotm == (7,10)
1
Total Base.Licenso Fees
S 43,000
User Type Licensed (11): concurrent
Fees, f"LicamodUsers (12): $ X
gap Attachment (I
i
(User Fee)
(Number of Licensed Users)
Fen for Addidanal Geographical Sites (13): X
S
S
(Nosabar of Additional
(Afdaioed GeopspRial Sift Fen)
Qsagnphieai Sites)
S
Fees for Active Employees (Payroll &. S X
Human Resource Management Only) (14) (Active Employee Feel
(Number of Active Employee•)
TeW Solhvare License Fees:
S 43,000
Upgrade Allowance
{ )
Net Software Licco»Ems
$ 43,000
Tama
S
Toga
s 43 , 000
Lhosead Users or
ImhY Locations (Ow or soon isdsilsfins) ` -
Dttigasted Procasew (13)
Ache En ' i ,
Me"Fea orer5eriai Nuotbor
tattcru
1, Fort Collins, CO
TBD/TBD
see Attachment
2.
3.
4.
S.
6
TdALkensdiusers (16)t rep Attarhmen
This Attachment. including its terms and conditions and the Agreement. is a complete and exclusive statement of the agneemasu between the
parties. which supersedes all prior or concurrent proposals and understandings. whether oral or written. and all other communications between
the puttee relating to its subject manor. Notwirhsuoding anything to the contrary in the Agreement. in the aveee of a conflict between this
Anaahmeet and the Agreement. this Attaebmew shall prevail. All other terms and conditions remain unchanged and are ratified hereby. This
Attachment shall net be effective umd excemd by Customer and accept d by an amhorized representative of J.D. Edwards.
Accepted by J.D. Edwards WYadd Solu�t Q' m Company d By execution. signer ccr iGa that signer is authorized to
effective as of s0+ t9 execute this Attachment on behalf of Customer.
CURT R
ay. _
JZr. O'Neill II, CPPO
(Pinar rn.n
Director of Purchasing & Risk Mgmt.
(cud
,yN :ivvt:t.i kS 'io i•of1T1:1
As- istant City trey
AM 1197ll ataMA
Pap 11A
JDEdWeZi Fels' ATTACHMENT 0 - LICENSED PRODUCTS 8055 E. Tufts Avenue
OneWorld'' -Suite Pricing Deaver, Colorado 80237
Customer City of Fort Collins
Address 9 S 6 Wdo t- mn,,,,,- n 4 o Av
Fort Collins. CO 80521
This Attachment O to Software License Agreement ("Attachment') is made by and between J.D. Edwards World Solutions Company ("J.D. Edwards') and
Customer in consideration of their mutual promises and subject to its terms and conditions. This Attachment amends the (check one) E Software License.
Services and Maintenance Aereement or ❑ Software License Agreement ('Agreement"), dated , 19_ . Customer agrees to
(check appropriate option(s)�license, and/or ❑ upgrade the number of Licensed Users for use on the Designate;. Processor(s). Applicable notes are on
Pago Two.
The "LICENSE USE" Section of the Agreement is amended by the addition of the following: Customer has the right to use only the Licensed Products
specified on this Attachment and any prior Attachments executed by Customer and accepted by J.D. Edwards. Customer shall have no right to use any other
Software Suite that may be delivered with the Licensed Products. Such additional Software Suites, however, are proprietary to J.D. Edwards and are subject
to the Proprietary Rights and Confidentiality provisions of the Agreement.
Licensed Products (1,4,S) (Please mark Software Suites selected): Suite Base
Software Suites Prerequisites (3) License Fee
M I Foundation (2) $ 13,700
E 2 Financial 1 11 San_
E 3 Logistics/Distribution — 1,2 11 .500
❑ 4 Manufacturing 1,2,3
❑ _
❑ _
13
Total Base Licensee Fees $ 36,700
User Type Licensed (6): concurrent
Fees for Licensed Users (7): $ 4,400 X 100 = $440, 000
(User Fee) (Number of Licensed Users)
Fees for Additional Geographical Sites (8): X $= $
(Number of Additional (Additional Geographical Site Fee)
Geographical Sites)
Total Software License Fees: $476, 700
Upgrade Allowance ( N/A )
discount (96,900 )
Net Software License Fees $379.800
Taxes $
Total $379 , 800
Install Locatiom (One or more installations) Designated Processor (9) Liesmed Users
Modd/FestumJSerisl Number for CPU
1. Fort Collins. CO HP9000/TBD 100
2.
3.
4.
5.
6
Total Licensed Users (10,11): 100
This Attachment, including its terms and conditions and the Agreement, is a complete and exclusive statement of the agreement between the parties, which
supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to its
subject matter. Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between this Attachment and the Agreement, this
Attachment shall prevail. All other terms and conditions remain unchanged and are ratified hereby. Ilia Attachment shall not be effective until executed
by Customer and accepted by an authorized representative of J.D. Edwards.
Accepted b wee ;rld So d effqctive By execution, signer certifies that signer is authorized to execute
as of this Attachment on behalf of Customer.
J. D. IMORLD SOLD IONS C ANY CU
BY B
<
i G�ow00
(Fairer Ty, H.m.t (Prim r T,p. we.(
V1 .7�6iv. �—t'/e•.,/S',S� Director of Purchasing &Risk Mgmt.
(TWO (TWO)
A pluved As To Form.
Assistant Clt A Prey
Page 1/2 571AIM I.CATOSTdm
ffltdwardss
ATTACHMENT S
SERVICES
8055 E. Tufts Avenue
Denver, Colorado 80237
Customer Cit-y of Fort Collins
Address 256 West Mountain Avenue
Fort Collins, CO 80521
This Attachment is made by and between J.D. Edwards World Solutions Company ("J.D. Edwards") and Customer in consideration of their
mutual promises and subject to its terms and conditions. This Attachment supplements and amends the terms and conditions of the (check one)
X$ Software License, Services, Maintenance Agreement or ❑ Software Services Agreement ("Agreement"), dated
, as follows:
SERVICES PROVIDED - J.D. Edwards provides to Customer and Customer accepts, subject to the terms and conditions of the Agreement,
the Services indicated below:
AVAILABLE SERVICES:
2.
3.
4.
5.
General Consulting Services: (Installation assistance, custom design and computer .........................
programming services provided on a time and materials basis. Consulting. ..... ............. ...............
rates vary per hour depending upon the consultant's expertise and product certification level.) .............
Training: Regular scheduled classes...............................................................................
(One or more students from Customer will attend a standard, scheduled JDE class ..........................
offered to multiple J.D. Edwards clients, and usually held at a J.D. Edwards location.) ....................
Custom classes and/or training.......................................................................................
(One to eight students will attend a class scheduled and conducted solely for Customer,
at either J.D. Edwards' or Customer's location.).................................................................
Specific Consulting Services...................................................................................................................
(Consulting Services according to mutually agreed to engagement letter, scope of work, or exhibit.)
....................................................................................................................................................
SolutionAssurance..................................................................................................
O.D. Edwards has identified certain milestones or checkpoints during the implementation process......
which are critical planning or review activities which require J.D. Edwards' direct involvement to
achieve the most effective implementation.)
Total
(Plus taxes where applicable)
Customer agrees to
pay:
Billed on time &
materials basis upon
request of Customer
Billed at then current
standard rates upon
request of Customer
Billed at then current
standard rates upon
request of Customer
Billed per the engage-
ment letter, scope of
work, or exhibit
$ 64,000
(Due upon execution)
a
S 64,000
This Attachment, including its terms and conditions, and the Agreement of which it is a part, is a complete and exclusive
statement of the agreement between the parties, which supersedes all prior or concurrent proposals and understandings,
whether oral or written, and all other communications between the parties relating to its subject matter. Notwithstanding
anything to the contrary in the Agreement, in the event of a conflict between this Attachment and the Agreement, this
Attachment shall prevail. All other terms and conditions remain unchanged and are ratified hereby. This Attachment shall
not be effective until executed by Customer and accepted by an authorized representative of J.D. Edwards at a place of
business.
Accepted b J.D. Edwards World Solutions Company and effective
as of in Qp / — 1992
J.D. EDWVA0&iY45qLD SOLUTIONS COMIPANY
By
(Auth79moeo
(Print or Type Name) -
lJ/,� Gam,*✓. Cc.��.,cs'��
(Title)
By execution, signer certifies that signer is duly authorized to execute
this Agreement on behalf of Customer
CUSTO R
B
( th tied Signature)
antes B. O'Neill II, CPPO
Page I/1
(Print or Type Name)
Director of Purchasing & Risk Mgmt.
(Title) 8/94
iiAppjuvtt;o AS lO FOf`fil.
Assistant City ey
7.3 06/96 LICATS73.DOC
ADDENDUM
TO THE SOFTWARE LICENSE, SERVICES
AND MAINTENANCE AGREEMENT
Customer City of Fort Collins
Address 256 West Mountain Avenue
Fort Collins, CO 80521
J.D. Edwards World
Solutions Company
8055 East Tufts Avenue
Denver, Colorado 80237
This Addendum is made by and between J.D. Edwards World Solutions Company ("J.D.
Edwards") and Customer in consideration of their mutual promises and subject to its Terms and
Conditions.
This Addendum amends the Software License, Services and Maintenance Agreement,
("Agreement'), by and between J.D. Edwards and Customer by its Terms and Conditions.
With respect to professional services rendered under Article III, SOFTWARE SERVICES, of
this Agreement, the following additional terms and conditions shall apply:
Contract Period. Each Engagement Letter, Scope of Work, or other exhibit covering
professional services shall contain a scope of services and schedule and shall commence
upon the d#4e of execution shown on the signature page of that document and shall continue in
full force and effect for one (1) year, unless sooner terminated as herein provided. In addition,
at the option of; 0 ustomer, the Agreement may be extended for an additional period of one
hA1(1) year at the%wcurrent prices which shall be provided to the Customer upon request.
Additional one (1enewals may be requested by the customer for a total of four renewal
years. In no eveCustomer request or require J.D. Edwards to submit a scope of work
or pricing which would extend into a future renewal period for which the Customer has not
contracted.
Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without its fault or negligence, then
the party so prevented shall be excused from whatever performance is prevented by such
cause. To the extent that the performance is actually prevented, J.D. Edwards must provide
written notice to the Customer of such condition within fifteen (15) days from the onset of such
condition.
Early Termination by Customer/Notice. Notwithstanding the time periods contained herein, the
Customer may terminate this Agreement at any time without cause by providing written notice
of termination to J.D. Edwards. Such notice shall be delivered at least fifteen (15) days prior to
the termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid and
sent to the following addresses:
Customer: Copy to: J.D. Edwards:
City of Fort Collins City of Fort Collins J.D. Edwards World Solutions Co.
Purchasing Division City Clerk Attention: Legal Department
P.O. Box 580 P.O. Box 580 8055 E. Tufts Avenue
Fort Collins, CO 80521 Fort Collins, CO 80521 Denver, CO 80237
City of Fort Collins Page 1 of 5 Confidential
In the event of early termination by the Customer, J.D. Edwards shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of J.D.
Edwards' obligations as defined in the Warranty Section, Article V, GENERAL, Section 4,
WARRANTIES, of the Agreement, and are provided such services within the general scope of
work. Such payment shall be J.D. Edwards' sole right and remedy for such termination.
Customer Representative. The Customer will designate, prior to commencement of the work,
its representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the services provided under this agreement. All requests
concerning this agreement shall be directed to the Customer Representative.
Independent Service Provider. The services to be performed by J.D. Edwards are those of an
independent service provider and not of an employee of the Customer. The Customer shall not
be responsible for withholding any portion of J.D. Edwards' compensation hereunder for the
payment of FICA, Workmen's Compensation or other taxes or benefits or for any other
purpose.
Warranty. J.D. Edwards warrants that all work performed hereunder shall be performed with
the highest degree of competence and care in accordance with accepted standards for work of
a similar nature.
Default. Each and every term and condition of the Agreement and any Attachment, addenda,
or other modification to the Agreement which shall be of even date herewith shall be deemed to
be a material element of this Agreement. In the event either party should fail or refuse to
perform according to the terms of this Agreement, such party may be declared in default
thereof.
Remedies. In the event a party has been declared in default, such defaulting party shall be
allowed a period of thirty (30) days within which to cure said default. In the event the default
remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and
seek the appropriate remedy under the Agreement; (b) treat the Agreement as continuing and
request specific performance; or (c) avail itself of any other remedy specified within the
Agreement. The prevailing party shall be entitled to recover reasonable attorney fees.
Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement
between the parties and shall be binding upon said parties, their officers, employees, agents
and permitted assigns and shall inure to the benefit of the respective survivors, heirs, personal
representatives, successors and permitted assigns of said parties.
Indemnity/Insurance. a. J.D. Edwards agrees to indemnify and save harmless the Customer,
its officers, agents and employees against and from any and all actions, suits, claims, demands
or liability of any character whatsoever brought or asserted for injuries to or death of any person
or persons, or damages to property arising out of, result from or occurring in connection with
the performance of any service hereunder.
b. J.D. Edwards shall take all reasonable precautions in performing the work hereunder to
prevent injury to persons and property.
City of Fort Collins Page 2 of 5 Confidential