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HomeMy WebLinkAboutItem VIII-B-3 AGENDA BILL APPROVAL FORM Aqenda Subject Spring brook Software, Software License Agreement Date: August 31,2004 Budget Impact: Department: I Attachments: Resolution No. 3764 Finance and Agreement Administrative Recommendation: City Council adopt Resolution No. 3764. Backqround Summary: The City has been using EDEN systems utility billing software since the early 1980's. This is a DOS based system and is being phased out by EDEN. The City received notification in 2003 that EDEN would no longer support this system after December 2005. At that time, EDEN did not have a windows based replacement available as it was still in the test stage. Therefore, late last year the City of Auburn issued a RFP for utility billing software. Early this year, there were two firms selected as finalists and they came to the city and made presentations. The City selected Spring brook as it was developmentally advanced, user friendly, cost competitive, and employed by many neighboring cities, Renton, Kirkland, and Gig Harbor to name a few. There are two contracts. One provides for the purchase of the license, data conversion and the training necessary to administer and operate the system. The other contract is for the annual maintenance agreement. The cost breakdown is as follows: Balance $ 250,000 25,000 114,500 32,400 20,100 24,500 $ 216,500 $ 33,500 2005 Budget (25% per utility) Hardware and Related Software Software Training Conversion Customized Requests N0920-1 A2.1.2 Reviewed by Council & Committees: D Arts Commission COUNCIL COMMITTEES: D Airport 0 Finance o Hearing Examiner 0 Municipal Servo o Human Services 0 Planning & CD o Park Board OPublic Works o Planning Comm. 0 Other Reviewed by Departments & Divisions: o Building 0 M&O o Cemetery 0 Mayor o Finance 0 Parks o Fire 0 Planning o Legal 0 Police o Public Works D Human Resources Action: Committee Approval: OYes ONo Council Approval: OYes ONo Call for Public Hearing _/_/- Referred to Until _/_/- Tabled Until _/_/- Councilmember: Backus I Staff: Coleman Meeting Date: September 20, 2004 litem Number: VIII.B.3 RESOLUTION NO. 3 7 6 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AGREEMENTS WITH SPRINGBROOK SOFTWARE, INC. WHEREAS, the City has been using EDEN systems utility billing software since the early 1980s and this is a DOS based system that is being phased out by EDEN; and WHEREAS; the City received notification in 2003 that EDEN would no longer support this system after December 2005; and WHEREAS, after issuing a RFP and selecting Spring brook Software, Inc. the City has negotiated a contract with Springbrook Software, Inc.. for such services, and the City has determined that Springbrook Software, Inc. i:s able and qualified to provide the services necessary, at a cost that is acceptable to the City, and it is therefore appropriate for the city to execute the agreements with Springbrook Software Inc. (the agreements are tied to each other but consist of two separate agreements), as described below. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor and the City Clerk are authorized t,:¡ execute an agreement in substantial conformity with the Agreement attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution 3764 September 9, 2004 Page 1 of2 Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this day of ,2004. CITY OF AUBURN PETER B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Resolution 3764 September 9, 2004 Page 2 of 2 SPRIN SOFTWARE SPRINGBROOK SOFTWARE SOFTWARE MAINTENANCE AGREEMENT PARTIES: SPRINGBROOK: Springbrook Software, Inc., an Oregon corporation 111 SW Fifth Street, Suite 2900 Portland, OR 97204 Ph. (503) 820-2200 Fax (503) 820-4500 Email: info@springbrooksoftware.com CUSTOMER: City of Auburn 25 West Main Street Auburn, WA 98001-4998 EFFECTIVE DATE: Springbrook has licensed its proprietary software products and programs ("Software") to the Customer, and Customer wishes to have Springbrook maintain and support the use of the Software. Springbrook and Customer therefore agree as follows: 1. Definitions. a. "Software" has that meaning assigned to it pursuant to the Software License Agreement executed by the parties in cOlljunction with this Agreement (the "License Agreement"). b. "Enhancement" means any modification or addition that, when made or added to the Software, materially changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Springbrook may designate Enhancements as minor or major, depending on its assessment of their value and of the function added to the Software. c. "Error" means any failure of the Software to conform in any material respect to its published specifications. d. "Error Correction" means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with its SOFTWARE MAINTENANCE AGREEMEI'H Page J 01'8 published specifications, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity. e. "Major Enhancement" means either the total rewrite of an application and/or additional functionality benefiting only certain entities, not all customers as a whole, and requiring these enhancements to be packaged as a separate Module. f. "Releases" means new versions ofthe Software, which may include Error Corrections and/or Enhancements. g. "Temporary Fix" means an initia] correction or "fix" to a problem in the software prior to the release of an error correction. 2. Term: Automatic Renewal: Termination: Onnortunitv to Cure. The initial term of this Agreement shall be from the Effective Date to the end ofCustomer"s fiscal year, subject to renewal thereafter. During this Agreement's first term, Customer shall pay for maintenance for each module licensed pro rata as determined by the number of months from one month following start of first training session to the end of Customer's fiscal year, based on pricing listed in Attachment A of this Agreement. Springbrook shall bill and Customer shall pay for maintenanœ provided under this Agreement on an annual basis, payment due as of the start of each maintenance term. This Agreement shall automatically renew after the initial term for subsequent terms of one (I) year each unless and until either party gives the óther no less than thirty (30) days' written notice of termination in advance ofth~: termination of the then-current term. A party shall be considered in default under this Agreement only if the party, thirty (30) days after receiving written notice from the other party identifying with reasonable specificity a material failure to comply with any term or condition contained herein (including without limitation Customer's failure to pay any fees or charges due under this Agreement or any related License Agreement or service agreement, and Springbrook's breach of the limited warranty provided in Section 1 I), has not cured such failure or breach. In the event that Customer is in default under this Agreement, Springbrook in its sole discretion may elect to terminate this Agreement or to place Customer's Agreement on hold until such default is cured. 3, Scone of Maintenance. During the term of this Agreement, Springbrook agrees to provide Basic Maintenance services in support of the Software. Basic maintenance services shall consist of: a. Error Correction. Springbrook will use all reasonable diligence to I;orrect verifiable and reproducible Errors within a reasonable time period after reported to Springbrook. The Error Correction, when completed, may be provided in the form of a "temporary fix," consisting of sufficient programming and operating instructions to implement the Error Correction. SOFTWARE MAINTENANCE AGREEMENT City of Auburn, W A Page 2of8 b. Telephone/Modem Support. Springbrook shall provide telephone', email (via the Internet), and facsimile access during normal business hours (SAM to 5 PM Pacific Time) Monday through Friday, excluding major national holidays, for Customer to report Errors in the Software and to receive assistance in cases of operator error. Customer agrees to provide arid maintain a means for Springbrook Software to remotely access and maintain the Springbrook Software applications on Customer's server. This requires both a means of connecting to Customer's server, and software for enabling virtual desktop access to the server. The current list of supported means of this access is: a 56kilobyte per second modem with a dedicated modem line, or an Internet connection of at least 128 kilobytes per second access speed and a dedicated IP address. The current list of supported software for enabling virtual desktop access to the server is: Symantec PCAnywhere, GoToMyPC, Microsoft Terminal Services, and Citrix MetafÌ'ame. Customer agrees to provide and maintain an Internet connection of I 28Kb, or faster, for accessing Springbrook Software updates and information fÌ'om the Springbrook Software web site. Springbrook reserves the right to bill hourly (following Customer's approval) for maintenance in cases of repeated operator '~rror, or where a single operator error results in extensive Springbrook time to resolve the problem. c. Changes in State and Federal Regulations. Springbrook will provide updates needed to conform to state and federal regulations, including changes to tax tables and routine forms, as changes become effective. Maintenance services under this Agreement do not include updates to conform to any changes in local govermnental regulations, including without limitatiÌon changes in utility billing rates, reports or methods. d. Routine Releases. Springbrook may, fÌ'om time to time, issue routine Releases ofthe Software, containing Error Corrections and minor Enhancements to customers who have maintenance agreements in effect. Installation of routine releases is provided at no charge to customer if completed over the modem. Installation of routine releases and updates by Springbrook at Customer's site will be billed to Customer at the then current hourly rate except in cases where Springbrook is solely responsible fbr the inability to provide modem support. e. Discounts on Major Enhancement Releases. Springbrook may, fÌ'om time to time, offer major Enhancements to Customer, generally for an additional charge. To the extent Springbrook offers such Enhancements, it shaH permit Customer to obtain one copy of each major Enhancement for each copy of the Software being maintained under this Agreement at the discount then specified by Springbrook. SOFTWARE MAINTENANCE AGREEMENT City of Auburn, W A Page 3 0[8 4. Exceptions. The following matters are not covered by Basic Maintenance, and are outside the scope of services provided pursuant to this Agreement: a. On-site support by employees or agents of Springbrook; b. Training users in the proper operation of the Software; c. Any problem resulting from Customer's misuse, improper use, alteration, or damage of the Software, unless approved by Springbrook in writing; d. Support of operating systems; support of non-Springbrook software, including but not limited to spreadsheets, word processors, and general office software; e. Installation, implementation, data conversion and Implementation Management Services. f. Training and consulting required on an individual Customer basis for upgrades. g. Set up, support for and maintenance of additional production databases. h. Database backup services. Springbrook does not accept responsibility for the design, implementation or maintenance of a backup system for the Software applications and databases, and does not recommend specific backup software programs or hardware. Springbrook recommends that Customer implement a backup system for data and application files, store backups offsite in a secure location, and have capable computer department staff, or outside technology consultants, design, implement, and test the backup solution. 5. Cooperation of Customer. Customer agrees to notify Springbrook promptly following the discovery of any Error. Further, upon discovery of an Error, Customer agrees, if requested by Springbrook, to exercise its best efforts to submit to Springbrook a listing of output and any other data that Springbrook may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. Springbrook shall treat any such data as confidential. 6. Fees and Expenses. The initial Maintenance Fee will be as invoiced to Customer as set forth in Section 2. Maintenance Fees are due and payable at the beginning ofthe initial and each renewal term hereunder. Maintenance fees will apply to all licensed products and to any modifications made to those products if those modificaltÏons require support and/or additional programming services during upgrades to new releases. Maintenance fees are based on a percentage of the then current retail value of the licensed products. Maintenance Fees do not include travel (including travel time), and other Customer pre-approved travel expenses for hotels, car rentals, meals, parking, and/or taxi expenses for installation and training; on-site support, installation or training; file and data conversion costs; consulting services; shipping SOFTIVARE MAINTENANCE AGREEMENT City of Auburn, W A Page 4 of8 charges; Implementation Management Services or the costs of any recommended hardware. Customer agrees to pay such fees and costs, when and as the sc:rvices are rendered and the expenses incurred, as approved by Customer and invoic¡:d by Springhrook. Springbrook shall provide supporting documentation for all expenses upon customer request. Customer is also responsible for sales or use taxes and state or local property or excise taxes associated with licensing, possession, or use of the Software or any associated services. The Maintenance percentage and/or resulting fee may change for renewals, provided that Springbrook gives Customer written notice ofthe change not less than thirty (30) days prior to the automatic renewal date set forth in Section 2. All fees paid hereunder are nonrefundable and will be forfeited in the event of termination or cancellation except as specifically provided in Sections 10 and 11. At Springbrook's election, up to a twenty-five percent (25%) increase in maintenance fees may occur if all training for Software included as part of the Software License Agreement is not received by applicable users. If key personnel replacemc:nt occurs, Springbrook reserves the right to require that the new employee( s) acquire the appropriate Springbrook training. Free 2-3 day basic training classes are offered at the Springbrook Training Center in Portland, Oregon for all new Finance Directors and Utility Supervisors. 7. Work Orders. Customer may ftom time to time request ftom Springbrook services, such as software modifications or additional training. Springbrook shall make a reasonable and good faith effort to comply with such requests but shall retain the sole right to decide whether such services are executed. The Customer shall receive ftom Springbrook an estimate of the cost of requested services. Springbrook shall receive for all approved Customer requests a signed work order from the Customer and a deposit equal to fifty percent of the estimated cost of the service. 8. Dillin!!. All invoices ftom Springbrook to the Customer for any product or service are due upon receipt. Invoices are past due 30 days after the date of invoiœ. Springbrook may, at its option, charge all invoices 30 days and older an interest at a rate of one and one-half percent (1 Y>%) per month (eighteen percent (18%) per annum) or, if less, the highest rate allowed by applicable law ftom the date such fee or charge first became past due. Invoices are delinquent sixty (60) days after the date of invoice. A delinquent invoice may cause Springbrook, at its option, to put the Customer's account on hold, or, subject to the terms of Section 2, terminate: this Agreement. Accounts on hold may receive no product, service, or support from Springhrook until all past due and delinquent invoices are paid in full. 9, Use and Restrictions. The Customer's rights and obligations concerning the use of any Error Corrections, Enhancements, or Releases (or any other programming provided by Springbrook, regardless of its form or purpose) shall be as provided in the License Agreement. Springbrook shall have sole and exclusive ownership of all right, title and interest in and to such works (including ownership of all copyrights SOFTWARE MAINTENANCE AGREEMENT City of Auburn, W A Page 5 0[8 and other intellectual property rights pertaining thereto), subj ect only to the license expressly granted to customer in the License Agreement. 10. Limited Remedv and Liability: Exclusion of ConseQuential Damal!es. The cumulative liability of Springbrook to Customer for all claims relating to any services rendered hereunder, in contract, tort, or otherwise, shall not exceed the total amount ofthe Maintenance Fee paid to Springbrook pursuant to this Agre¡:ment during the twelve (12) months prior to the claim. In no event shall Springbrook be liable to Customer for any consequential, indirect, special, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss), even if Springbrook has been advised of the possibility of such potential loss or damage. The foregoing limitation ofliability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies, and shall apply to all claims under the warranty described in Section 11. Springbrook's liability for breach of warranty exists only during the warranty period set forth in Section 11. 11. Limited Warranty and Exclusions. SPRINGBROOK WARRANTS THAT IT WILL RENDER ITS SERVICES HEREUNDER IN A GOOD AND WORKMANLIKE MANNER. DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF SIX (6) MONTHS THEREAFTER SPRINGBROOK, AT SPRINGBROOK'S SOLE COST, SHALL CORRECT ANY FAILURE TO RENDER ITS SERVICES HEREUNDER IN A GOOD AND WORKMANLIKE MANNER. ANY CLAIM BASED ON THE FOREGOING WARRANTY MUST BE SUBMITTED IN WRITING TO SPRINGBROOK. CUSTOMER AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF SPRINGBROOK AND SPRINGBROOK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY OR PRODUCTIVENESS, OR CAPACITY, OR THAT THE SERVICES RENDERED HEREUNDER WILL BE ERROR-FREE. NO ACTION AGAINST SPRINGBROOK FOR BREACH OF THIS LIMITED WARRANTY MAY BE COMMENCED MORE THAN 60 DAYS AFTER EXPIRATION OF THE WARRANTY PERIOD STATED IN THIS SECTION 11. 12. Venue: Governinl! Law. Exclusive venue for any dispute between the parties arising out of or relating to this Agreement shall be determined as follows, ¡regardless of the place of execution or performance, and regardless of the venue in which a claim or counterclaim is first filed: venue for any action brought by Springhrook against Customer, and for any counterclaims or cross claims related thereto, shall be in the Federal District Court for the _ District in the State ofW A, or, if Federal jurisdiction is not available, the circuit court in the State ofW A, County of _; venue for any action brought by Customer against Springbrook, and for any counterclaims or cross claims related thereto, shall be in the Federal District Court in the State of Oregon, or if Federal jurisdiction is not available, in any state court in SOfTWARE MAINTENANCE AGREEMENT City of Auburn, W A Page 60f8 the State of Oregon, County of Multnomah. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state in which venue is determined pursuant to this Section 12, as such laws apply to a contract made and performed in such state, without regard to conflicts of law provisions. 13. Entire Aereement: Construction. This Agreement is the complete and '~xclusive statement ofthe agreement between Springbrook and Customer and supercedes all prior and contemporaneous negotiations, discussions, proposals and understandings, oral, written or implied, including those involving any agent of either party, relating to the subject matter herein. No representations or statements made by either party or either party's agents not expressly set forth herein shall be binding on e:ither party. Rights, obligations and warranties under this Agreement extend to Customer and Springbrook only, and no other person shall be considered a third party beneficiary of this Agreement or be otherwise entitled to any rights or remedies under this Agreement. No provision of this Agreement shall be construed in favor of or against any party because one party or its professional advisors parti,cipated in the preparation of this Agreement. ' 14. Modification: No Waiver. The terms ofthis Agreement may only be modified, expanded or added to by a written agreement executed by the parties. No oral communication between the parties or their agents before or after execution of this Agreement shall be binding upon either party unless the parties expressly agree in writing to the terms of such communication. No waiver by either party of ¡my breach of any term or condition hereof shall be effective or enforceable unless made in writing signed by the party, and no waiver shall be interpreted as a continuing waiver or a waiver of any future obligation. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be: executed in duplicate by its duly authorized officer or representative. LICENSOR LICENSEE By: By: Name: Marilv Rementeria Name: Signature: Signature: Title: Title: Sr. V.P. Ooerations Date: ,20_ Date: .,20_ ~~ SOFTWARE MAINTENANCE AGREEMENT City of Auburn, W A Page 7 of8 ATTACHMENT A: SCHEDULE OF FEES Attachment A contains the price quote issued to Customcr showing the applications and corresponding first year maintenance/support service fees, as well as a schedul,~ of payment terms for these maintenance/support services. Please note that these fees are for one full year, but first year fees will be pro-rated as per terms below. By signing the Attachment A, Licensee is agreeing to this Schedule of Fees. ~I'IZI'-( ,I\IZ,', +.. 'I I ,h - August 24, 2004 Annual Maintenance Costs for City of Auburn, WA NOTE: Does not Include maintenance on enhancement requests outlined in BPS Current Maintenance Rates: . 20% on Springbrook products · 25% on Custom Modifications requiring maintenance by Springbrook · 25% on Progress products Springbrook software maintenance will be invoiced ftom the month following start of training (by product or suite of products) to end of first fiscal year end. Progress maintenance will be invoiced and due when Progress License is ordered. Subsequent years' maintenance fees will be due within 30 days of first day of new fiscal year and will be for each subsequent 12-month period. Additional maintenance will be charged on all custom modifications performed and supported by Springbrook. By my signature below, I confirm that I have read, understand and agree to this Attachment A to the Software Maintenance Agreement, Schedule of Fees: Signature: Name: Date: SOFTWARE MAINTEN ANCE AGREEMENT City of Auburn, W A Page 8 0[8 SPRJNGB SOFTWARE SPRINGBROOK SOFTWARE SOFTWARE LICENSE AGREEMENT PARTIES: LICENSOR: Springbrook Software, Inc., an Oregon corporation III SW Fifth Street Portland, OR 97204 Ph. (503) 820-2200 Fax (503) 820-4500 Email: info@springbrooksoftware.com LICENSEE: City of Auburn 25 West Main Street Auburn, WA 98001-4998 EFFECTIVE DATE: AGRE~MENT: 1. Definitions. As used in this Agreement, including the Attachments hereto, the following terms shall have the following meanings. a. "Initial Installation" means the first instance of installation or loading of the Software onto Licensee's computer, network or system, without regard to completion of Modifications or other services to be performed under this Agreement. b. "Licensee Modifications" means any modification, enhancement or addition to the Software developed by Licensor especially for Licensee's use or at Licensee's request. c. "Licensor Modifications" means any modification, enhancement or addition to the Software by Licensor, other than Licensee Modifications. d. "Live Status" means the time at which Licensee has completed Springbrook required training, and completed the first live billing, past due billing and (if applicable) meter reading import. e. "Material" shall mean a significant or substantial alteration or effect on the function or output of the Software. e. "Specifications" means the written or electronic description of the fimctions, capacity, performance and features of the Software as delivered by Licensor to Licensee under this Agreement. f "Software" means the version of the Springbrook Software, Inc. sot1:ware packages and/or applications selected by Licensee, listed on Attachment A, current at the time of signing this Agreement, and shall include any Licensee Modifications and Licensor Modifications provided by Licensor to Licensee. g. "User Materials" means all written and electronic documentation, manuals and materials provided by Licensor to Licensee for use in connection with the Software. 2. Grant of License. Licensor grants Licensee a non-transferable, non-exclusive license to use the Software and User Materials, on the terms and conditions set forth herein. a. Scope of License. Under the License granted herein Licensee may use, copy and distribute the Software (in machine-readable, object code form only) and User Materials to: (i) install, use and execute the Software on computers that Licensee owns or leases for purposes of serving Licensee's internal business needs; (ii) support Licensee's use of the Software under this Agreement; and (iii) transfer or copy the Software fÌ"om one of Licensee' s computers to another, store the Software's machine-readable instructions or data on a temporary basis in main memory, extended memory, or expanded memory of such computers as necessary for such use, and transmit such instructions or data through Licensee's computers and associated devices. b. License Restrictions. Licensee may only use the Software and User Materials within the limited scope set forth herein. In particular, and without limitation, Licensee agrees that Licensee and Licensee's employees will not: (i) assign, sublicense, transfer, pledge or grant a security interest in, lease, rent or share Licensee's rights under this License Agreement with any third party; (ii) reverse assemble, reverse compile, cross compile or otherwise adopt, translate or modify the Software; or (iii) refer to or use any portion of the Software or User Materials as part of any effort to develop any other software program. c. Source Code. Licensor shall house the latest release of the Software with source code with the president or designate of the National User Group for safekeeping. 3. Ownership: Proorietary Protection. This Agreement does not provide Licensee with title or ownership of the Software, but only a right oflimited use. Licensor SPRINGBROOK SOFfW ARE LICENSE AGREEMENT City of Auburn, W A Page 2 of 18 shall have sole and exclusive ownership of all right, title and interest in and to the Software and User Materials, all copies thereof, all derivative works, and all related material generated from the Software including material displayed on the screen such as icons, screen displays, etc. (including ownership of all copyrights, trademarks and other intellectual property rights pertaining thereto), whether created by Licensor or any other party, subject to the rights of Licensee expressly granted herein. Licensor agrees to indemnify Licensee for damages or costs, including attorney fees, incurred by Licensee as a result of any claims that the Software or the license granted to Licensee in this Agreement infringes the rights of any third party. 4. Confidential Information: Non-Disclosure. Licensee acknowledges that the Software and User Materials, and all underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, and Licensor's methods of business and technical operation (collectively referred to as "Confidential Information") are confidential and contain trade secrets. Licensee agrees not to use, disclose or cause disclosure of, or distribute any Confidential Information, directly or indirectly, without the prior written consent of Licensor, except that Licensee is authorized to disclose Confidential Information to Licensee's employees or agents only as required for Licensee's use of the Software as authorized by this Agreement or as required by Law or a court of competent jurisdiction. Licensee agrees to indemnify Licensor for damages or costs, including attorney fees, incurred by Licensor as a result of the unauthorized use, disclosure or distribution of any Confidential Information by Licensee or any of Licensee's employees or agents. This obligation shall survive the termination of this License. 5. Fees. The fees payable by Licensee to Licensor under this Agreement shall consist of License Fees (as defined in Attachment A), and fees for specific services. If any portion of the Fees is paid through an installment note, any default under the tenus of said note will constitute default by Licensee under this Agreement. a. License Fees. License fees shall be paid by Licensee solely in consideration of the License granted under this Agreement, and shall be invoiced and payable in the amounts and at the times in accordance with the Schedlule of Fees set forth in Attachment A. License Fees are exclusive of Service Fees, and shall not constitute consideration or payment for Set-Up, Implementation Management, Training and Consulting, Data Conversion, Modifications or Maintenance. b. Fees for Services. Services fees shall be paid by Licensee in consideration of Implementation Management, Training and Consulting, and Modifications (as described in Attachment A), and Data Conversion (as described in Attachment B), and shall be invoiced and payable in the amounts and at the times in accordance with the Schedule of Fees set forth in Attachment A and the Data Conversion Explanation in Attachment B. SPRINGBROOK SOFTWARE LICENSE AGREEMENT City of Auburn, W A Page 3 of 18 c. Maintenance Fees. Maintenance fees shall be paid by Licensee solely in consideration of those maintenance and support services described i~ a separate Software Maintenance Agreement between Licensor and Licensee. d. Additional Fees. Fees for services requested by Licensee and provided by Licensor outside the scope of this initial Agreement are as outlined in Attachment A, Section A-4. 6. Licensee's COO Deration. Licensee acknowledges that successful installa.tion, implementation and use of the Software cannot be accomplished by Licensor's efforts alone, and requires substantial effort and cooperation by Licensee personnel capable of properly using the Software. Both Licensor and Licensee shall at all times use their best efforts to actively participate and cooperate in data conversion, system installation, implementation, training and use, shall provide each other accurate and timely information, and shall afford each other reasonable access to information and facilities. All substantive communication between Licensor and Licensee will take place between Licensee Project Manager and Licensor Project Manager 7. AcceDtance. Upon completion of implementation, Licensor shall give written notice to Licensee certifying that installation of the Software at the Initial Installation site(s) is completed, as determined by Licensor, and that Licensee has achieved Live Status. Licensee shall be deemed to have accepted the Software sixty (60) days after Licensor's notice, unless, during that sixty (60) day period, the Software fails to perform in accordance with the Specifications in some Material respect that precludes acceptance of the Software by Licensee, and, by the end of that period, Licensee gives Licensor written notice of non-acceptance describing the Material failure in reasonable detail and explaining why the failure precludes Licensee's acceptance. If Licensee gives a proper notice of non-acceptance to Licensor, then: a. Investigation. Licensor shall investigate the reported failure. Licensee shall provide to Licensor reasonably detailed documentation and explanation, together with underlying data, to substantiate the failure and to assist Licensor in its efforts to diagnose, reproduce and if necessary correct the failure. b. Material Failure Found. If there exists a reproducible Material failure to perform attributable to a defect in the Software or an act or omission of Licensor, Licensor shall, within sixty (60) days (or such longer period as may be reasonable under the circumstances) after receipt of Licensee's notice of non-acceptance, correct the failure so that the Software functions in material conformity with the Specifications. Upon correcting the failure within such period Licensor shall give written notice to Licensee certifying that the failure has been corrected, and another sixty (60) day acceptance period shall begin in accordance with this Section 7. SPRlNGBROOK SOFfW ARE LICENSE AGREEMENT City of Auburn, W A Page 4 of 18 c. No Material Failure Found. If there was no reproducible Material failure to perform or the failure to perform was not attributable to a defect in th,~ Software or an act or omission of Licensor, then Licensor shall give written notice to Licensee eXplaining its determination in reasonable detail, and Licensee shall have thirty (30) days to respond with additional documentation or explanation regarding the failure to perfonn. If Licensee provides such response, Licensor shall review the response and attempt to correct the failure to perform. If Licensee does not provide such response within thirty (30) days, then Licensee shall be deemed to have accepted the Software as of the date of Licensor's notice. In the event Licensor determines that the reported failure did not, in fact, exist or was not attributable to a defect in the Software or an act or omission of Licensor, then Licensor shall pay for Licensor's investigation and related services at Licensor's then current professional service rates. 8. Term: Default: ODDortunitv to Cure. This Agreement is effective as of the Effective Date and shall continue until terminated. If Licensee transfers possession of any copy or merged portion of the Software to another party, or to a computer other than those owned or leased by Licensee, the License shall automatically terminate upon thirty (30) days notice rrom Licensor to Licensee. The License shall also tenninate upon default, cancellation, repudiation or rejection of this Agreement by Licensee. A party shall be considered in default only if the party, sixty (60) days after receiving written notice from the other party identifying with reasonable specificity a Material failure to comply with any term or condition contained herein (including without limitation Licensee's failure to pay any fees or charges due under this Agreement or any related Software Maintenance Agreement or service agreement, and Licensor's breach of the limited warranty provided in Section 10), has not cured such failure or breach. Upon termination of the License, Licensee shall return to Licensor the Software together with all copies and merged portions in any form and User Materials and related documentation. In the event of cancellation or repudiation by Licensee, or of other termination unless resulting rrom a default by Licensor, no License Fees or other Fees then paid or payable shall be waived or refunded, and any License Fees then unpaid shall be immediately payable in full. In the event of a termination resulting rrom a default by Licensor, Licensee shall have no further obligation to pay any License Fees then unpaid. 9. SUDDort and Maintenance. Support and maintenance of the Software is lIot included in this Agreement or the License Fees or Service Fees paid hereunder, but is purchased through a separate Software Maintenance Agreement. 10. Limited Warranty and Exclusions. LICENSOR WARRANTS THAT IT HAS TITLE TO THE SOFTWARE AND THAT IT HAS AUTHORITY TO GRANT TillS LICENSE TO LICENSEE. LICENSOR ALSO WARRANTS THAT, FOR A PERIOD OF THREE HUNDRED AND SIXTY (360) DAYS FROM TIlE DATE OF LICENSOR'S INITIAL INSTALLATION OF THE SOFTWARE, THE SOFTWARE WILL FUNCTION IN MATERIAL CONFORMITY WITH THE SP,ECIFICATIONS. LICENSOR MAKES NO WARRANTY REGARDING THE SPRINGBROOK SOFTWARE LICENSE AGREEMENT City of Auburn, W A Page 5 of 18 USABILITY OR CONVERTABILITY OF ANY OF LICENSEE'S PRE- EXISTING DATA, OR ANY PERFORMANCE PROBLEM, CLAIM OF INFRINGEMENT OR OTHER MATTER TO THE EXTENT ATTRIBUTABLE TO ANY UNAUTHORIZED OR IMPROPER USE OR MODIFICATION OF THE SOFTWARE, OR ANY UNAUTHORIZED COMBINATION OF THE SOFTWARE WITH OTHER SOFTWARE. DETERMINATION OF BREACH OF . THE FOREGOING LIMITED WARRANTY OR DEFAULT UNDER THIS SECTION 10 SHALL BE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF SECTION 8, AND UPON RECEIPT OF WRITTEN NOTICE OF BREACH OF WARRANTY LICENSOR SHALL BE AFFORDED A PERIOD OF SIXTY (60) DAYS TO CURE THE REPORTED DEFECT, FAILURE OR OTHER BREACH. LICENSEE AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF LICENSOR AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY OR PRODUCTIVENESS, OR CAPACITY, OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE. NO ACTION AGAINST LICENSOR FOR BREACH OF THIS LIMITED W ARRANTY MAY BE COMMENCED MORE THAN 365 DAYS AFTER EXPIRATION OF THE WARRANTY PERIOD STATED IN THIS SECTION 10. 11. Limitation of Remedies and Liability: Exclusion of Consequential Damae:es, The cumulative liability of Licensor to Licensee for all claims relating to the Software and any services rendered hereunder, in contract, tort, or otherwiise, shall not exceed the total amount of the Fees paid to Licensor for the relevant application(s) and services of the Software. Licensor's liability for breach of warranty exists only during the warranty period set forth in Section 10. In no event shall Licensor be liable for any consequential, indirect, special or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss), whether arising out of contract, tort, warranty or otherwise, even if Licensor has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies, and applies to claims pursuant to the limited warranty created under this Agreement. 12. Venue: Governin2 Law. Exclusive venue for any dispute between the parties arising out of or relating to this Agreement shall be determined as follows, regardless of the place of execution or performance, and regardless of the venue in which a claim or counterclaim is first filed: venue for any action brought by Licensor against Licensee, and for any counterclaims or cross claims related thereto, shall be in the Federal District Court for the _ District in the State of W A, or, if Federal jurisdiction is not available, the circuit court in the State ofW A, County of King; venue for any action brought by Licensee against Licensor, and for SPRINGBROOK SOFTWARE LICENSE AGREEMENT City of Auburn, W A Page 6 of 18 any counterclaims or cross claims related thereto, shall be in the Federal District Court in the State of Oregon, or if Federal jurisdiction is not available, in any state court in the State of Oregon, County ofMultnomah. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state in which venue is determined pursuant to this Section 12, as such laws apply to a contract made and performed in such state, without regard to conflicts of law provisions. 13. Entire A2reement: Construction: Licensor and Licensee ReDresentations. This Agreement is the complete and exclusive statement of the agreement between Licensor and Licensee and supercedes all prior and contemporaneous negotiations, discussions, proposals and understandings, oral, written or implied, including those involving any agent of either party, relating to the subject matter herein. No representations or statements made by either party or either party's agents_ not expressly set forth or referenced in the Agreement shall be binding on either party. Rights, obligations and warranties under this Agreement extend to Licens-ee and Licensor only, and no other person shall be considered a third party benefíciary of this Agreement or be otherwise entitled to any rights or remedies under this Agreement. No provision of this Agreement shall be construed in favor of or against any party because one party or its professional advisors participatf:d in the preparation of this Agreement. Licensee represents and warrants that it possesses sufficient mastery of the principles of accounting to use the Software for its intended purpose, and, accordingly, Licensee acknowledges that it is Licensee's responsibility to: develop and institute the use of manual controls to validate the accuracy of the data generated by the system; review prooflists and reponts to validate the accuracy of reports and statements; and verify that a functioning archival system is in place, and that the data base is archived to a removable medium on a daily basis. This Agreement has two attachments, Attachment A and Attachment B, which are incorporated herein by this reference. In the event of a conflict between the Attachments and the main body of this Agreement, the main body of this Agreement shall control. 14. Modification: No Waiver. The terms of this Agreement may only be modified, expanded or added to by a written agreement executed by the parties. No oral communication between the parties or their agents before or after execution of this Agreement shall be binding upon either party unless the parties expressly agree in writing to the terms of such communication. No waiver by either party of any breach of any term or condition hereof shall be effective or enforceable unless made in writing signed by the party, and no waiver shall be interpreted as a continuing waiver or a waiver of any future obligation. 15. Attornevs Fees. If any suit, action, or other proceeding shall be instituted relating to any term or condition of this Agreement or relating to any of the rights, duties, or obligations arising under it, the prevailing party shall be entitled to recover ITom the other party and the other party agrees to pay to the prevailing party, wheth(:r or not the matter proceeds to final judgment or decree, in addition to costs and SPRINGBROOK SOFI'W ARE LICENSE AGREEMENT City of Auburn, W A Page 7 of 18 disbursements allowed by law, such sum as the trial and each appellate court may adjudge reasonable as an attorney's fee in such suit, action, or other proceeding, and in any appeal thereof including, but not limited to, pursuing, defending, or litigating issues peculiar to federal bankruptcy law. Such sum shall include an amount estimated by the court as the reasonable costs and fees to be incurred by the prevailing party in collecting any monetary judgment or award or otherwise enforcing each order, judgment, or decree entered in such suit, action, or other proceeding. INWlrnESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in duplicate by its duly authorized officer or representative. LICENSOR LICENSEE By: Bv: Name: Marilv Rementeria Name: Shelley Coleman Signature: Signature: Title: Sr. Y.P. Operations Title: Finance Director Date: ,2004 Date: -,2004 ~ SPRlNGBROOK SOFTWARE LICENSE AGREEMENT City of Auburn, W A Page 8 of 18 ATTACHMENT A: SCHEDULE OF FEES Attachment A contains the price quote issued to Customer showing the applications and services being licensed and/or purchased, the fees therefore, and the current fe,:s for other services, and a schedule of payment terms. By signing the Attachment A, Licensee is agreeing to the Schedule of Fees for the duration of the implementation. ~I'IZ 1'-( ,111,,', 'k 1\, \1 -- August 24, 2004 Pricing Proposal for City of Auburn, WA Included Included $12,000 N/C $2,000 $2.000 $2,400 $400 $800 $800 $2,4.00 $400 $800 $800 $1,000 Classroom Training. $2,400 Portland Included Total Concurrent Users ~ 10 Prices valid for 90 da:,... " Sub-set only for declining AR balances Pricing Is based on standard contract - deviation from standard contract tenns may result In modified prices. Training Estimates are based on a train the trainer concept and do not Include travel time or expenses. Leasing Options are available SPRINGBROOK SOETW ARE LICENSE AGREEMENT City of Aubum. W A Page 9 of 18 -. :--I'IZI"-( ,I',I{,', 'k \ 1'\\ 1,1 -- August 24, 2004 Conversion Estimate for City of Auburn, WA An estimated cost of your data conversion has been provided in this quote. This estimate is for up to three separate data pulls and corresponding conversions. We will need to review an actual sampie of your data to confirm this estimate. Certain factors may cause the cost to exceed the amount quoted. See section below titled "Not Included in Estimate". There are a vartety of factors that can influence the cost of a conversion and a variety of items that are not included in the standard cost estimate for your conversion. For example, your estimate will not include the following: o Changes or modifications requested after the first conversion and different from the specifications we ortginally received. . Changes in the format we receive the data in after the first conversion o More than three separate data extractions and three corresponding data conversions In addition, the following items can increase the cost of your conversion: o Mixed formats of data (a file containing tab delimited or comma delimited format. o Problems with data integrtty o Data manipulation not for the purpose of the conversion, but for the purpose of supplying you with information you did not previously have access to. o Changes in the file format after the first conversion o Changes requested to the data after the second conversion . No file or incorrect file layouts No cost of fees In excess of those set forth In the Schedule of Fees will be Incurred by the ILlcensee without prior acceptance of Licensee as Indicated on a signed work order SPRINGHROOK SOETW ARE LICENSE AGREEMENT City of Aubum, WA Page 10 of 18 A.2. FEE PAYMENT SCHEDULE. Springbrook License Fees: 100% ($52,500) due at contract signing . Utility Billing ($36,500) . Standard Meter Interface-Sensus ($2,000) · Standard Meter Interface-Badger ($2.000) · Accounts Receivable ($12,000) · Special Assessments Sub-Set only (N/C) SQL Client Database Fees: 100% ($8,500) due at contract signing lO-user Client (Customer to provide SQL on Server) SQL Maintenance: 1" year ($2,125) due at contract signing Progress Report Writer: 100% ($1,000) due when ordered 1" year ($250) due when RW is ordered Progress Maintenance: Consulting and Training: (Does not include expenses) 50% ($10,800) due at start of Training ., Utility Billing - $7,400 ., Meter Interface (Sensus) - $400 ., Meter Interface (Badger) - $400 ., Accounts Receivable - $1,200 ., Special Assessments Sub-set - $200 ., Reporting - $1,200 (Does not include expenses) 50% ($10,800) due at completion of Training ., Utility Billing - $7,400 ., Meter Interface - (Sensus) - $400 ., Meter Interface (Badger) - $400 ., Accounts Receivable - $1,200 ., Special Assessments Sub-set - $200 ., Reporting - $1,200 Implementation Management: 50% ($5,400) due at contract signing ., Utility Billing - $3,200 ., Meter Interface (Sensus) - $400 ., Meter Interface (Badger) - $400 ., Accounts Receivable - $1,200 ., Special Assessments Sub-set - $200 50% ($5,400) due at project completion (customer achieves Live Status) ., Utility Billing - $3,200 ., Meter Interface (Sensus) - $400 SPRINGBROOK SOFfW ARE LICENSE AGREEMENT City of Auburn, W A Page 11 ofl8 ./ Meter Interface (Badger) - $400 ./ Accounts Receivable - $1,200 ./ Special Assessments Sub-set - $200 1 st year Springbrook Maintenance: Pro-rated amount will be invoiced rrom the month following start of training to end of first calendar year - SEE SMA Data Conversion(s): 50% ($10,050) due at start of conversion 50% ($10,050) due upon acceptance of conversion Applications/files to be converted: · DB Masters ($3,500) · DB Financial History ($6,500) · DB History ($6,500) · Data Extraction ($3,600) (Conversions perfonned on a best effort basis - some clean up of inaccurate or inconsistent data rrom existing system may be required by the Licensee's sta1f.) Customer Enhancements: 100% due upon completion and acceptance of each Enhancement as detailed and invoiced on ,each work us omlza Ion ummarv # Feature Cost ]Estimate 1 Custom Shut off Charge Calculation Included in 11, below 2 Garbage Route Report $1,200.00/ $300.00 Annual Maint. Increalse 3 Actual Consumption Report (ignoring leak adjustments) $1,500.00/ $375.00 Annual Maint. Increa.se 4 King County Remittance Report $3,200.00/ $800.00 Annual Maint. Increase 5 Interface: Springbrook DB to Eden general ledger $2,500.00/ $625.00 Annual Maint. Increase 6 Interface: Springbrook DB to Eden accounts payable (for refunds) $2,500.00/ $625.00 Known Customization Requests (from BPS Findings) Ct' t' S SPRINGBROOK SOFTWARE LICENSE AGREEMENT City of Auburn, W A Page 12 of18 Annual Main!. Incœase 7 Interface: Springbrook AR to Eden general ledger Included Above (#5) 8 Interface: Cashiering Program to Springbrook VB to update Estimated Bid customer payments $5,550.00; Not to Exceed $7,500.00/ Maintenance @ 25% of final am!. 9 Interface: Cashiering Program to Springbrook AR to update Included customer payments Above (#8) 10 Interface: Springbrook UB to Puget Sound Energy for statement $2,000.00/ printing $500.00 Annual Main!. Increase 11 Interface: Springbrook UB to Puget Sound Energy for past due $2,000.00/ letter printing $500.00 Annual Maint. Increase 12 Interface: Springbrook Utility Billing to Key Bank for Direct No Charge Debit 13 Interface: Waste Management to Springbrook VB for excess $2,000.00/ garbage and roll off garbage $500.00 Annual Main!. Increase 14 Contractor Fee Report $2,100.00/ $525.00 Note: Please refer to BPS findings for more details on each of the abov.~ Modification requests Total Due at Contract Signing: $68,525 SPRINGBROOK SOFfWARE LICENSE AGREEMENT City of Auburn, W A Page 13 of 18 A.2, FEE PAYMENT SCHEDULE. A.3. EXPLANATION OF FEE SCHEDULE ITEMS FOR SERVICES A.3.t Software Maintenance. Maintenance and support of the Software is not provided under this So1ìtware License Agreement. but under a separate Software Maintenance Agreement between Licensor and Licensee. In the event of a conflict between this "Explanation" of software maintenance and the Software Maintenance Agreement, the Software Maintenance Agreement shall prevail. First year maintenance is based on 20% of the then current retail value of the application software and 25% of the then current retail value of the database manager and optional report builder. Maintenance on the Springbrook applications is provided by Springbrook Software and includes telephone and modem support, as well as enhancements to the version purchased. Maintenance on the: database manager is provided by Springbrook software and includes telephone and modem support, as well as updates to the database as provided by Progress. Maintenanœ on the Progress Report Builder includes updates as provided by Progress, as well as teilephone and modem support rrom Springbrook for standard reports written by Springbrook and included as part of the standard releases. A.3.2 1m DIem entation Manal!ement. Implementation Management Services. Implementation Management Services are vital to a successful implementation, and are considered consulting rather than training. An 1M Specialist is assigned to manage your implementation, managing your workload, checklists, task lists and keeping you apprised of the status of your project. This involves on-going telephone and conference calls as well as written documentation. Implementation planning is generally conducted prior to signing contracts. The cost of this line item in your quote may go up or down after the BPS (see below) depending on the complexity of your implementation (will you be using the system(s) as they are provided, will you be implementing all the features contained in the application(s), will modifications be required, etc. - note: these conditions may also affect the training estimate listed in this quote). Business Process Study (BPS), Every Agency is unique in the way it conducts business. In Utility Billing, rates are different, the rrequency in which routes art: billed is different, the way past dues are issued and how late fees are calculated is different. In addition, other factors need to be considered, such as what, if any, interfaces need to be written to connect Springbrook to vendors' applications and what type, size, and complexity will the forms be that you present to your clients, including billing statements, past due statements, door hanger, etc. In summary, we help you maximize the benefits while minimizing any misunderstandings about the functionality or implementation of your new software. This billable service (cost, excluding travel expenses) is included in implementation management services. Following your BPS you will receive a written document outlining our findings for your review and approval. SPRINGBROOK SOFfW ARE LICENSE AGREEMENT City of Auburn, W A Page 14 of 18 You will receive a firm price on the implementation management services, the cost for formatting bills, past due statements, doing a data conversion, any requested programming modifications, and/or all other potential costs relevant to this project. We can also verify whether the training estimate provided with this quote is appropriate for your organization. Any associated costs uncovered during this session will be bid and presented for your prior approval. A.3,3 ConsultiBlz and Traininl! Services. The amounts listed in this quote do not include travel time or expenses. In addition, all out of pocket travel related expenses will be billed (this will be invoiced at current IRS per diem rules for your area on all applicable items, including car rental, hotel expense, airfare, mileage, taxis, parking, toll fares, and meals). Variables that could cause the need for additional training include, without limitation: employees at your organization that are unfamiliar with their job responsibilities; users who are unfamiliar with Windows; multiple users who need to be trained at separate times and/or locations; or turnover in application software personnel during the implementation period. Training fees will be payable by Licensee whether or not application software personnel are made available for training, and failure to complete required training could result in increased Maintenance Fees. Licensee shall provide users of the Software with Springbrook certified Software training; a System Malfunction caused by an untrained user ¡:hall not be the responsibility of the Licensor. A.3.4 Modifications. Modifications are made on a bid basis, based on Springbrook's current Service Fee schedule. All Modifications and custom programming will be made pursuant to Work Orders approved in advance by you. These include any and all fees for modifications requested and outlined in the BPS findings, as well as future Modlifications requested during and after the project is completed. In order to keep the implementation schedule on track, no modifications other than those outlined during the BPS process will be made to the Software until the base system is installed (and all License Fees have been paid), unless those modifications are essential to your ability to go live on the application(s). No fees for software modifications shall be billed to you until Springbrook has received a signed bid for such modifications. A.3.6 System and Communication Reauirements. ODerating Environment. Client-Server Option: Microsoft Windows NT Server 4.0 with Service Pack 6a, Windows 2000 Server with Service Pack 2 or later, Windows 2003 Server, or Linux. A single user version will run on Microsoft Windows NT Workstation 4.0 with Service Pack 6a, Windows 2000 Professional with Service Pack 2, or Windows XP Professional TelephoneIModem Support. - Springbrook shall maintain a telephone and modem support line, or DSL Internet connection, or TI connection to the Internet that pc:rmits SPRINGBROOK SOFTWARE LICENSE AGREEMENT City of Auburn, w A Paige 15 of 18 Customer to receive assistance. Customer agrees to provide and maintain a me,ans for Springbrook Software to remotely access and maintain the Springbrook Software applications on Customer's server. This requires both a means of connecting to Customer's server, and software for enabling virtual desktop access to the server. The current list of supported means of this access is: a 56kilobyte per second modem with a dedicated modem line, or an Internet connection of at least 128 kilobytes per se,cond access speed and a dedicated IP address. The current list of supported software for enabling virtual desktop access to the server is: Symantec PCAnywhere, GoToMyPC, Microsoft Terminal Services, and Citrix Metarrame. Customer agrees to provide and maintain an Internet connection of 128Kb, or faster, for accessing Springbrook Software updates and information rrom the Springbrook Software web site. SPRINGBROOK SOFfW ARE LICENSE AGREEMENT City of Auburn, W A Page 16 of 18 A.4. ADDITIONAL SERVICE FEES After hours support $ 150/hr (!vfaintenance contract covers support from 5a-5p Pacific Time, Mon. -Fri.) On Site Installation $ 150/hr Network & Operating System Consulting $ 150/hr (Answering questions and assisting users and/or their consultants with all aspects of hardware, networks, and operating systems - includes installation, set-up, and troubleshooting.) Training (Note: Report Writing is billed at $150/hr) $ 150/hr (The training necessary for the average user has been included with the project total above - additional one-on-one training, if requested, shall be billed at $150/hr. Training is held in the Portland, Oregon Training Center, or on site.) Travel Time (billed one way) (For on site services) $ 100/hr Travel Expenses Billed as Incurred (Airfare, hotel, meals, car rental will be charged on a not to exceed basis per 1RS standards (per Publication 1542) for your area, unless no other options are available; gas & parking will be billed as actual as no 1RS standards apply.) Telephone training $100/hr (Working with a trainer or customer support representative on questions other than support related issues (as defined in Maintenance Agreement) where the call exceeds 10 minutes in length is considered training rather than support and may be billed as such.) Weekend/After Hours Training On-site rate Telephone rate $ 200/hr $ 200/hr Support Not Under Maintenance (!vfinimum charge per 30 minute call.) $ 250/hr NOTE: Senior Managers/Programmers/CPA's $ 150/hr These are current rates for services and are subject to change within twelve months of exe,cuted date of this contract. SPRINGBROOK SOFfW ARE LICENSE AGREEMENT City of Auburn. W A Page 17 of 18 A.5. AFFIRMATION OF BUDGET AUTHORITY The majority of Springbrook Software Clients must have proper budget authority to make a major purch,ase, such as new software. It is important to remember that if your implementation project crosses budget years, it is your responsibility to ensure you have re-appropriated any remaining contract funds in the next budget year and have proper budget authority to complete the project. Springbrook Software can help you determine what remaining contract funds need to be re-appropriated, if this situation arises By my signature below, I confirm that I have read, understand and agree to this Attachment A, Schedule of Fees: Signature: Name: Date: SPRINGBROOK SOFTWARE LICENSE AGREEMENT City of Auburn, W A Page 18 of 18