The URL can be used to link to this page

Home My WebLink About119901 VERMONT SYSTEMS INC - CONTRACT - PURCHASE ORDER - 9117421FEB-09.99 TUE'11:13 AM -FT COLL?NS-P,ECREATiON FAX N0, 970 416 2100 P.01 VERMON-T SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT City of Fort Collins, CO Vermont Systeeis, Inc the Lrceosor- agroes to Provide to the Licensee (Customer), and the Licensee agrees to accept, cm the basis described in this License Agreement, a perpetual, non-transferrable, and non-exclusive right to use the Lirt,nsed Programs and Related Materials, hereunder referred to as Software Products. Annual software support and maintenance, as well as installation support services are covered under separate agreements The VSI Software Products being licensed under this agreement am listed below as follows' QIY Software Product Description Unit Price Total Fee See Attached Inv#2878 for modules " VSI utilizes the Progress 4GL Developmeat Lancuage to develop its software applicauons Asa result, Progress Run -Tune softvaze is required in order to operate the application software on the hardware platform selected Any other optional Progress software will also be included m this license agreement Post -It- FaX Note 7671 os>° d o yam,;► �• To/ Phmc r Fur 70 v° a FEB-09-99 TUE 11.13 All _ FT COLLINS-RECREATION FAX NO, 970 416 2100 P.02 VERMONT SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT' City of Ft. Collins, CO DEFINMONS I I Agreement shall mean this agreement, and any and all exhibits. 12 Software Products shall mean the Licensed Programs with computer readable instructions and Related Materials, such as user reference menials, tutorials, find capabilities literature 13 Speerficattons shall mean the capabilities and features listed in the VSI Capabilities Summary 2. UCENSh 21 The license authorbms the Customer to use the Software Products on the designated equipment 22 Make copies of the Software Products for safe -beeping purposes only 23 A separate license is required for use m each central processor including each single user and multi-user server at each location. 24 Since the V Sl and Progress software license prices are based on the number of concurrent users which can access the pnrgrams and database, this license agreement lists the authorized number If the Customer plans to mcrease the number of chargeable users at any time, it can do so fry simply notifying VS1 of the increase count The applicable license & annual maintenance fees will be billed based on the number of users added It is the Customer's responsibility to maintain an accurate count of user licenses CHARG6SANDPAYMBNT 31 The, harges for the licensing of the Software Products will be billed to the Customer at the tune of delivery, and will be considered due as soon as they have been installed and are operational on the designated computer(s) ready for Customer use. Any additional users will be billed when the user want increases 32 The initial Software Agreement includes ground shipping for the software and one set of manuals If the Customer requests overnight, two day or three day shipping or any extra sets of manuals, the Customer stall pay all freight, shipping, and itansportatiou charges associated If the Customer orders any hardware, our terms are F013 Origin for all hardware TAXES- 4 1 The Customer shall pay all applicable sales, consumer use, and other s®ilar taxes requii ed by law, unless it is exempt from any or all of these taxes SECURITY OF PROGRAMS- 5 1 The Customer shall be solciy responsible for the supervision, management, and control of its use of the licenses software FEB-09-99 TUE' 11:14 AM FT COLLINS-RECREATION FAX NO, 970 416 2100 P. 03 VERMONT SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT City of Ff. Collins, CO WARRANTIES- 6.1 V SI wturants that it has the right to license the SVR}ware Products, and that there are no pending liens, claims, or encumbrances against the software 62 V SI warrants that the software shall conform to its published specdicattons in the Capabilities Sumunarv, On -Line Help, and the User Reference Manual 63 V Sf warrants to the Customer that it is not insolvent that it is not in ban{mtptc) proceedings or receivership, nor is it engaged in any proceedings which would have an adverse effect on its ability to perform its obligations under this agreement. 6.4 VSI warrants that there has been no violation of copyrights or patent rights in connection with the Software Products hcensed in the Agreement 65 vS1 certifies that its's application software products we Year 2000 Compliant LIMITATION OF LIABILITY: 7 1 Bxcept for the wartaintes specified in Section 6, VSI grants no warranties, either expressed or implied, including. but not limited to arty implicit warranties of merchantability or fitness for a particular use Notwithstanding anything to the contrary in this agreement, it is expressly agreed that V Sl shall in no evem be liable for special, incidental, indirect, or consequential damages, or for any loss, or for any claim against the Customer a RISK OF LOSS. ' a I The risk of loss or destruction, regardless of the cause_ shall be the responsibility of VSI until the Software Prvdut,ts have been detivcrvd to the Customers premises, and have ! been installed on the designated eomputer(s) 82 fhe Customer shall be responsible for verifying that the Software Producb have been received, Installed on the designated computer(s), and are operational 9. APPLICATION SOFTWARE SOURCE CODE 91 The application source code for all of VSI software is held in escrow by VSrs Escrow Agent, Kolvoord. Overton, & Wilson, Attorneys, at 3 Main Street, Essex Junction. Vermont 0545Z. If VSI defaults in providing software maintenance support due to company failure, the source code will be made available to the Customer by the Escrow Agent for Customer support use only FEB-09-99 TUE 11;14 Al`I FT COLLINS-RECREATION FAX NO, 970 416 2100 P,04 VERMON-I' SYSTEMS, INC. SOFTWARE SUPPORT & MAINFENANCE AGREEMENT City of Ft, Collins, CO Vermont Systems, bsc , the Licensor, agrees to proside to the Licensee (Customer). and the Licensee agues to aecepr, on the bass described below. VSrs software support and software mainteoatrx 8efv1ce5 for fix Software product., also listed below. Softwue'Support is defined as Telephone support provided by VSI to the user for a FV cedic software product during Normal Busuieas How, $AM -6PM i'T, Monday through Friday. plus the avadabdny of Eidmded Hours Standby Support Via Pager from 6PM - 9PNI BT, Mon -Fri, and BAM - 12PM ET, Sat & Sun The Pager only makes essendcd hours support evadable uexrmded hours srrppnd u aciWll}' provided during the time periods listed, it is chargeable Further, other chargeable standby and actual support hours can be proar moged 2. Software Maintenance u defined as the ne-going VSI software distribution to the user of any specrfitc product update releases, which can include software repaus arnd/or enhancemctrts, subsequent to the witial Purchase The dtu^tnbution methods are listed m the VS I Sales & Support Politics document 1, Sofhvare Support & Maintenance Averments are effective Gum We first dal of the eustome s riscal year for ono year New customers will be charged on a prorated basis from the date of delivery through the end of the cur.'mt fiscal year 4' The required Software Support & Mamtetionce Agi mnems will be automaucally renewed annually, unless the rues noetfies VSI m mitmg that the use of the software has been discontinued , 5 Tmhung and other mstallacen sin vp:es, as wcfl as associated out-of-pocket expenses are not Winded in this agseemcut, thus arc chargeable, if requested 6 The following software products arc covered by this annually lined malritmocu agseemert QTY Software Product Description _ Unit Price Total Fee See Attached luv#2878 for pricing. Accounting Year _ Calendar Fiscal MA Billmg Your J Calendar Fiscal PLEASE IND [CATE ABOVE IF YOU PREFER CALENDAR (I/IfXX) BILLING OR FISCAL (W f /M BtL1,ING FOR YOUR ANNUAL NLUNTENANCE FEB-09-99 TUE 11:14 AM FT COLLINS-RECREATION FAX NO. 970 416 2100 P.05 VERMONT SYSTEMS, INC SOFTWARE TRAINING & INSTALLATION AGREEMENT C'ry of Fe. COMM, CO V'ennont Systems, Inc. agrees to provide to the Customer, and the Customer agrees to accept. the software truing and/or installation services which are listed below. Software Training and Installation Services can include any of the following- s 1 Education - VSI provides Customer Education Classes at us office at 12 Market Place. Essex Junction. VT, based on a daily rate which, if scheduled, is listed below Vp to three (3) students may attend the classes stun additional cost piovided space is available Each student over three is chargeable at a reduced rate which is listed in the VS] Sales & Support Policies document 2 Truming - VSI provides on -site framing based on a daily rate which, if scheduled, is listed below The total number of days listed is an estimate only, since the Customer will ultimately determine the desired total, Any number of students may participate in the training. providing that adequate training space and equipment ate available The rates ate based on a standard eight hour day Any hours in excess of eight will be ebargeable on an hourly basis 3 Installal von Services- VSI also provides hardware and network operating system installation and eetup scroices as an oprtm These services can include configuring the server at VSI. as well as the network on -site 71ie total number of days or hours are csnmatos only 4 Out-of-pocket Expenses -The Customer is responsible for reunbursmg VSi for all reasonable expenses, such as travel lodging, meals and other expenses rrecessary to complete the training, as requested by the Customer The total out-of-pocket expenses listed below is an esttmata only. VSI will bill the Customer for the actual expenses. 5 The Customer agrees to the following training and/or tnstallation services. along with the associated estimated hours. RAYS WHERE LNSTALLATTON SVCS DY/RATE TOTAL FF.E