LICENSE & PROFESSIONAL SERVICES AGREEMENT AND CORRESPONDENCE
)
I
rJ:I ROSS
~SYSTEMS
AGREEMENT NUMBER
555 Twin Dolphin Drive
Redwood City, CA 94065-2102
(415) 593-2500
ROSS SYSTEMS, INC.
COMPUTER SOFTWARE LICENSE & PROFESSIONAL SERVICES AGREEMENT
(" AGREEMENT")
BUSINESS TERMS
Ross Systems, Inc., ("RSI") by acceptance of this Agreement by signature at its headquarters in Redwood City, California,
hereby grants to Licensee and Licensee h~by accepts a non-exclusive license (the "License") to use the software products
identified below.
LICENSEE:
City of Clearwater
ADDRESS: CIS Division
10 South Missouri Ave.
Clearwater, FLS~b16
Effective Date of this Agreement: 12 / 2 7 ~ 9 1
Telephone: gKX~I(KXi{I(I(XK 1:) 13 -4 2 -66 7 L;
Contact: Laura Chase
RSI Sales Rep: Mark Sullivan
ORIGINAL LICENSE Yes or ADDmONAL CPU
LICENSEE'S DESIGNAlED CPU: MODEL: 4200
LICENSEE'S AUTIIORIZED SITE:
DAlE OF
ORIGINAL
or UPGRADE LICENSE
CLUSTERED: Yes_No X SERIAL NO:
Current VMS Version 5 . 0
FEES
PRODUCT NAME
Government Financial
M~nagement System
CrossView
Accounts Receivable
Inventory Control
~
LICENSE MAINTENANCE TRAINING
FEE FEE SERVICES
DOCUMENT A TION
FEE QUANTITY
See Addendum No
No
No
No
Charge 2 Complete Sets
Charge 2 Complete Sets
Charge 2 Complete Sets
Charge 2 Complete Sets
Other
PRODUCT TOTALS
$ 151,300
$ 168.594
$ 17,294
$ 35,100**
$ No Charge
PROFESSIONAL SERVICES
$ 1,400**
$34,476**
DESCRIPTION
See Addendum
See Addendum Section 9
TOTAL FIRST YEAR
CONlRACT PRICE:
THE TOTAL FIRST YEAR CONTRACT PRICE IS PAYABLE
AS FOLLOWS: ~~~pi)mX)f~
. .~~
~
$168,594
* Product License + Maintenance.
** Training, implementation and modification paid as delivered.
no - I 0 ~.. (\')
./
AND CONDITIONS (
SECTION 1. DEFINITIONS.
(a) Agreement. The term "Agreement" means these General s and Conditions, the Business Terms and all attached Exhibits and
Addenda.
(b) Product. The term "Product" means any of RSI's comput r software programs identified in the Business Terms and includes all
related materials, documentation and information recei ed by Licensee from RSI, and all corrections, modifications and
improvements of any of the foregoing that RSI may provide 'censee pursuant to Section 5 of this Agreement
(c) Designated CPU. The term "Designated CPU" means Lic see's central processing unit as identified in the Business Terms.
(d) Professional Services. "Professional Services" means th services described in Section 6 of this Agreement.
SECTION 2. LICENSE.
(a) Grant of License. RSI hereby grants to Licensee a nonex lusive and nontransferable license, without rights of sublicense, to use
the Product for Licensee's own use as provided in this Agr ent for the term of this Agreement
(b) Authorized Use. Licensee is authorized to use the PrOduc~t bnly on a Designated CPU at Licensee's authorized site identified in the
Business Terms, except that the Product may be used (i) t porarily on a substitute CPU of a substantially similar make and model
and using the same operating system while a Designated CPU cannot be used because of temporary equipment malfunction or
maintenance or (ii) on a new Designated CPU of the same mf and model and using the same operating system if a Designated CPU is
replaced by Licensee and Licensee erases the Product in any d all fonns from all storage associated with the old Designated CPU and
gives RSI notice designating the new Designated CPU with' ten (10) days after the replacement. Licensee agrees that Licensee will
not permit the Product to be used by Licensee's customers 0 any other person or entity through a timesharing service, service bureau
arrangement or other multi-user or multi-site arrangements. I Licensee will not attempt or permit anyone else to attempt to modify,
copy for distribution, reverse engineer, reverse compile or ~assemble the object code for the Product. A separate set of Business
Terms requiring separate fees must be completed for each CPU.
(c) Title and Ownership. Licensee recognizes that RSI re esents that the Product and all portions, reproductions, corrections,
modifications and improvements thereof provided to Licens hereunder are (i) considered by RSI to be trade secrets; (ii) provided to
Licensee in confidence; and (iii) the exclusive and proprie property of RSI (except as provided for in Section 2(d) below). Title
and full ownership rights in the Product and such portions, reproductions, corrections, modifications, improvements, and all related
patent rights, copyrights, trade secrets, trademarks, service arks, related goodwill and confidential and proprietary information, are
reserved to and shall remain with RSI. Licensee agrees not to remove or destroy any copyright. trade secret, proprietary or
confidential legends or marking placed upon or contained wi . the Product; and Licensee will reproduce and include all such legends
and markings within copies of the Product made by Licensee in whole or in part, for Licensee's own use.
(d) Sublicensing. As a subdistributor of software products,l RSI is authorized to sublicense certain third party software products.
Licensee recognizes and agrees that title and ownership of ~l software and patents, trademarks, trade secrets and copyrights relating
to software distributed by RSI are the exclusive properfOf those third parties with which RSI has entered into a Sublicense
Agreement.
SECTION 3. DELIVERY.
(a) Delivery. RSI shall provide Licensee with (i) executable bject code for the Product, (ii) copies of the Product Documentation as
specified in the Business Terms, and (iii) training service as set forth in the Business Terms (if any). Training services will be
conducted at RSI's premises and will be scheduled at a mutu y convenient time.
(b) Shipping. Delivery shall be F~. .~*~ti'~~~*~~~~etl(O{~~~JIOO<iw<~.~*,~~~~
~k Clearwater, FU ~
SECTION 4. PAYMENTS E
(a) First Year Contract Paymen ~~ K~~1imKHJf~XJS~XW(~~~IDffi(
_eelHe~:meLi'~~XBXS{ti~ ~K~X See Addendum
(b) Professional Services. Professional service fees not in uded in the total first year contract price will be invoiced monthly as
the services are performed and will be due within thirty (30) I ays of the date of the invoice.
(c) Late charges. When invoices are past due thirty (30) days or more, a late charge of one and one-half percent (1.5%) of the past due
amount will be added for each thirty (30) days past due. J
(d) Travel and Living Expenses. Licensee will reimb se RSI for the necessary and reasonable costs incurred by RSI's
representative(s) to perform training services, Professional Services or any other services hereunder, for travel and living expenses
when such services are performed at Licensee's site.
(e) Taxes. In addition to all charges specified in this Agreem t. Licensee will payor reimburse RSI for all sales, use, value added and
similar taxes based on the charges payable hereunder ~ any personal property, privilege or other taxes based on Licensee's
possession or use of the Product which are now or may her after be imposed under the authority of any taxing jurisdiction. Licensee
shall not be responsible for any taxes related to RSI's inco e.
SECTION 5. MAINTENANCE AND SUPPORT. ~
(a) Maintenance. During the term of this Agreement. so 10 g as RSI offers maintenance and support for a given Product to RSI's
customers generally and Licensee pays RSI's maintenanc fees then in effect for that Product. RSI will provide Licensee with
maintenance and support for that Product as follows: (i) R I will provide assistance, by telephone or dial-up direct computer access,
to the extent technically feasible to cause that Product to perform in accordance with its published specifications set forth in the
product manual provided to Licensee; (ii) RSI will provi~ Licensee with all improvements, extensions and other changes to that
Product as developed by RSI that RSI provides generally ~t no additional cost to its other maintenance customers for that Product
("Improvements"); and (iii) RSI will update that Product 'f and as required so as to cause it to operate in conformance with new
versions or releases of the operating systems for the Desig ated CPU identified in the Business Terms ("Updates") so long as such
Updates are technically feasible for that Product and R I provides such Updates generally to its customers for that Product.
Maintenance will be provided for the then current versi n of that Product, as specified by RSI. If Licensee fails to purchase
maintenance for that Product, or if such maintenance is inated, Licensee may continue to use that Product pursuant to the license
granted hereunder but will not be entitled to receive maint ance services for that Product. To reinstate such services, Licensee must
pay all maintenance fees for periods during which Lic ee did not purchase maintenance, on a cumulative basis, together with
interest thereon compounded annually at the rate of ten cent (10%) per annum commencing with the expiration or termination of
the last paid maintenance period. If Licensee does not pay for maintenance for that Product. Licensee will not be eligible to receive
source code placed in escrow for Licensees in the event RSI is unable to maintain that Product.
(b) Maintenance Fees. Maintenan~ fees for all periods of the term of this Agreemenlare payable in advance and will be charged at
the then current maintenance rate <i1S described in RSI's then current software price list.
(c) Cancellation. RSI may cancel its maintenance obligation for any given Product if Licensee declines to implement any Update to
that Product which RSI provides at no additional charge to all Licensees receiving maintenance from RSI for that Product. In the
event of such cancellation, if Licensee is up to date on its maintenance payments, RSI will make a pro rata refund of the maintenance
fee, based on the time remaining in the maintenance period then in effect
(d) Renewal. For each such subsequent year, RSrs obligation to provide maintenance and support services and Licensee's obligation to
pay the maintenance and support charges then in effect shall be automatically renewed on the anniversary date of Licensee's
acceptance of this Agreement, unless either RSI or Licensee has given the other at least thirty (30) days written notice cancelling
RSI's maintenance and support If there is an increase in 8JUlual maintenance and support charges over the preceding year, Licensee
may also prevent such automatic renewal by giving RSI written notice of cancellation within thirty (30) days of receipt of RSI's
invoice showing such increase.
SECTION 6. PROFESSIONAL SERVICES
RSI agrees to provide professional and consulting services, computer applications and systems which Licensee authorizes from time to
time by the placement of Work Orders as described below. Professional Services will be furnished by RSI in accordance with the following
terms and conditions:
(a) Work Order. Upon the request of Licensee, RSI will prepare a Work Order in duplicate containing, among other provisions. a
description of the services to be performed and an estimate of the personnel services effort, processing charges, and other related
costs. No obligation with respect to Professional Services shall be incurred by either party hereto unless and until a Work Order has
been executed in accordance with this Agreement All Work Orders shall be subject to the tenns and conditions set forth herein. In
the event any provision(s) contained in a Work Order conflict(s) with any terms, conditions or clauses in this Agreement, the
provisions of this Agreement shall govern.
(b) Acceptance by Licensee. Licensee, upon acceptance of RSI's estimate of charges, shall execute the duplicate Work Order form
in the space provided and return both fully executed copies to RSI. RSI will return to Licensee one fully executed copy.
(c) Inspection. All work under a Work Order shall be subject to inspection by Licensee to the extent practicable at any reasonable
time and place. Any inspection by Licensee shall be performed in such a manner as not to 'Wlduly delay the work.
(d) Changes. Licensee may from time to time make changes, in writing, in the scope of work set forth in the Work Order. If any such
change causes an increase or decrease in the estimated charges from that originally agreed upon, a new or amended Work Order
reflecting the changes will be initiated.
(e) Ownership. All executable programs, and all programming documentation relating thereto, including specifications developed by
RSI here'Wlder shall belong to RSI, provided that RSI shall grant Licensee the right to use such programs as provided in Section 2(b)
of this Agreement Notwithstanding any provisions of this Agreement, RSI may utilize freely any and all ideas, concepts, methods,
know-how or techniques related to programming and processing of data, discovered or developed by RSI during the performance of
Professional Services.
SECTION 7. WARRANTY AND LIABILITY
(a) Warranty for Products. RSI hereby warrants that the Product, as delivered by RSI, will be capable of operating substantially in
conformance with the Product's published specifications set forth in the product documentation. Licensee's sole and exclusive remedy
for breach of warranty by RSI will be to have RSI provide the maintenance services specified in Section 5(a).
(b) Warranty for Professional Services. RSI hereby warrants that any software developed through its provision of Professional
Services will be supported by RSI for a period of thirty (30) days from the date of delivery. After such period, Licensee will be
charged for any support requested on a time and materials basis.
(c) EXCEPT AS SPECIFICAILY PROVIDED INTHIS SECIION, RSI MAKES NO WARRANTIES EITHER EXPRESSED OR IMPLIED AS TO
ANY MATTER WHATSOEVER, AND DISCLAIMS AlL IMPUED WARRANTIES, INCLUDING, WITHOUT UMITATION, THE
CONDITION OF THE PRODUCI OR PROFESSIONAL SERVICES PROVIDED HEREUNDER, THEIR MERCHANTABILITY, OR THEIR
FrrNESS FOR ANY PAKTICULAR PURPOSE.
(d) Acts of Licensee. Any modification of the Product not made by RSI or any failure by Licensee to implement any Improvements
or Updates to the Product as supplied by RSI will void RSI's maintenance and support obligations 'Wlder Section 5, RSI's warranty
'Wlder Section 7 and RSI's indemnity under Section 8, unless Licensee has obtained prior written authorization from RSI permitting
such modification or failure to implement
SECTION 8. PATENT AND COPYRIGHT INDEMNIFICATION.
RSI agrees to indemnify Licensee and to hold it harmless from any and all claims of infringement of United States patents, copyrights,
trademarks, trade secrets, or other proprietary rights of third parties, asserted against Licensee by virtue of Licensee's use of the Product as
delivered and maintained by RSI on a Designated CPU, provided that RSI is given prompt notice of any such claim and the right to control and
direct the investigation, preparation, defense and settlement of each such claim, and further provided that Licensee reasonably cooperates with
RSI in connection with the foregoing and provides RSI with all information in Licensee's possession related to such claim and further
assistance as reasonably requested by RSI. RSI will have no obligation to indemnify Licensee to the extent any such claim is based on use of
the Product with software or equipment not supplied or expressly included within this indemnification in advance and in writing by RSI.
Should the Product as delivered and maintained by RSI on the Designated CPU become, or in RSI's opinion be likely to become, the subject of
any such claim, RSI may at its option procure for Licensee the right to continue to use the Product as contemplated hereunder or may replace or
modify the Product to make its use noninfringing, or should such options not be available at reasonable expense, then RSI may terminate this
Agreement upon thirty (30) days prior written notice to the Licensee without further obligation other than as provided in Sections 9 and 10
hereof except as follows: RSI shall promptly refund to Licensee a sum equal to one-sixtieth of the license fee paid for the affected Product for
each month remaining of a five year period beginning with the effective date of this Agreement, plus a pro rata amount of the prepaid
maintenance charges for the affected Product for the period then in effect, if any, paid by Licensee.
SECTION 9. CONFIDENTIALITY; NONDISCLOSURE.
Licensee agrees that: (a) the Product, all related information and materials received by Licensee from RSI under this Agreement, and the
terms of this Agreement itself are and will be treated as the confidential property of RSI; (b) all ideas, algorithms, techniques, methods and
processes used in the Product are and will be treated as the confidential property of RSI; (c) Licensee will exercise all reasonable efforts to
safeguard the confidentiality of all of the foregoing; (d) none of the foregoing nor any part thereof be duplicated or in any way disclosed to
others, or used as part of any product of Licensee's in whole or in part, without the prior written permission of RSI. Licensee agrees to
indemnify RSI for all damages. costs and expenses (including court costs and reasonable attorneys' fees) incurred by RSI in connection with
any failure of Licensee or its employees or agents to comply with Licensee's obligations under this Section. The obligations of the Licensee
I.
set forth above, however, shall not apply to cclfidential property whi h (i) is now or hereafter ..J:omes publicly known; (ii) is disclosed to
the Licensee by a third party which the Li~~has no reason to belie e is not legally entitled ~~close such information; (iii) is known by
the Licensee prior to its receipt of the confidential property; (iv) is su sequently developed by the Licensee independently of any disclosures
made hereunder by RSI; (v) is disclosed with RSl's consent; or (vi) disclosed by RSI to a third party without similar restrictions. The
obligations in this Section 9 shall survive the termination, expiration r recission of this Agreement.
SECTION 10. TERM AND TERMINATION
(a) Term. The License term of this Agreement shall commen upon the execution by Licensee of this Agreement as provided in the
Business Terms and shall continue for twenty (20) years unl s terminated in accordance with this Agreement. Training services are
valid for one year from the effective date of this Agreement.
(b) Basis for Termination by RSI. RSI will have the right' ediately to terminate this Agreement if: (i) Licensee is delinquent
in making payment of any sum due under this Agreement and continues to be delinquent for a period of thirty (30) days after the last
day on which such payment is due; or (ii) Licensee commi any other breach of this Agreement and fails to remedy such breach
within thirty (30) days after Licensee receives written notice f such breach.
(c) Other Remedies; Damages. The right of termination un this Section shall be in addition to any other right or remedy either
party may have hereunder.
(d) Disposition on Termination. Upon the termination of .s Agreement for any reason, the License granted hereunder and all
rights of Licensee to the Products will immediately cease, an Licensee will inunediately: (i) return to RSI, or destroy, the Products;
(ii) purge all copies of the Products from all Designated CPUli and from any computer storage device or medium on which Licensee
has placed or has permitted others to place any copies of the products; and (iii) give RSI a written certification that through its best
efforts and to the best of its knowledge, Licensee has compli with all of its obligations under this Section 10(d). Termination will
not affect Licensee's payment obligations to RSI ariSingi.O to tennination.
SECTION 11. LIABILITY.
Limitations on RSI's Liability. RSI SHALL NOT BE liAR E FOR ANY INDIRECf, SPECIAL, CONSEQUENTIAL OR OTHER
DAMAGES ARISING our OF11IE DEliVERY, INSTALLATI I N, OPERATION, MAINTENANCE OR SUPPORT OF THE PRODUCfBY
RSI OR liCENSEE'S USE OF THE PRODUcr AND PROFES IONAL SERVICES PROVIDED UNLESS DUE TO RSI'S NEGUGENCE.
liCENSEE AGREES THAT (EXCEPI' AS PROVIDED IN S ON 8 (pATENT AND COPYRIGHfINDEMNIFICATION) ABOVE), RSI'S
UABlllTY FOR DAMAGES, IF ANY, SHALLNaJ' EXCEED THE CHARGES PAID TO RSI BY liCENSEE FOR USE OF THE PRODUCf
TO WlllCH SUCH DAMAGES RElATE UNDER THIS AG~. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF ANY
TRANSACTION UNDER. THIS AGREEMENT MAY BE BRO:bUBY EITHER. PARTY MORElHAN ONE YEAR AFTER THEINlURED
PARTY HAS KNOWLEOOE OF THE OCCURRENCE WlllCH RISE TOlHE CAUSE OF SUCH ACTION.
SECTION 12. GENERAL.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
understandings, negotiations and discussion of the parties. ere are no warranties, representations or agreements among the parties
related to the same subject matter, except as expressly set f~ herein. Any and all modifications of this Agreement must be made by
mutual agreement of the parties and must be in writing, sign1 by an authorized official of Licensee and RSI.
(b) Waiver, Amendment or Modification. The waiver, am ndment or modification of any provision of this Agreement or any
right, power or remedy hereunder shall not be effective unle s in writing and signed by the party against whom enforcement of such
waiver, amendment or modification is sought.
(c) Successors and Assigns. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the
parties hereto, and their successors, assigns and legal repres tatives, except that Licensee may not assign or otherwise transfer this
Agreement or the license granted herein without RSI's prior .tten consent. Any attempt by Licensee to do so without that consent
will be void.
(d) Escrow of Source Code. RSI has deposited the source code for the Product into an escrow account with an independent escrow
agent, National Safe Depository, San Jose, California. If~I is unable to provide maintenance, Licensees that are current on their
maintenance payments will be provided with the source code the Product by the independent escrow agent.
(e) Governing Law. The validity, construction and performan of this Agreement and the legal relations among the parties shall be
governed by and construed in accordance with the laws of State of California. If any provision of this Agreement. is held invalid
or unenforceable, the remaining provisions of this Agreemen shall remain in full force and effect.
(f) Attorneys' Fees. In the event of any action to enforce . Agreement, the prevailing party shall be entitled to recover from the
other its court costs and reasonable attorneys' fees, including costs and fees on appeal.
(g) Acceptance. Acceptance of this Agreement by RSI is mad conditional to assent by Licensee to all terms, and only such tenns, as
are herein contained. Assent by Licensee in a way which to or modifies the provisions herein contained shall not act as an
assent.
(h) Captions. The captions of the Agreement are solely for r ference and have no legal effect whatsoever and shall not in any way
affect the interpretation or construction of this Agreement.
I
I
AUTHORIZED SIGNATURES:
Agreed, this
day of
, 199
l.JCENSEE: C.
SIGNATURE:
ht
NAME:
ROSS SYSTEMS, INC. ~
SIGNATURE: <F-~ .
i icl S r\t1 ;#1
tFD
NAME:
Michael J.
City Manager
TITLE:
TIlLE:
11/91
1
I
COMPUTER SOFTWARE LICENSE
ADDENDUM
BETWEEN
THE CITY OF CLEARWATER
AND
ROSS SYSTEMS, INC.
Business Terms:
1. Insert after the ftrst sentence: "RSI agrees to provide such services as generally
recognized as necessary for the reasonable operation of the software products
identifted by this agreement in the following attachments which are incorporated
herein by reference:
1. Licensee's Proposal 140-91
2. RSI's Response to RFP 140-91
In the event of conflict or inconsistency between the provisions of this agreement,
the terms of the respective documents shall prevail in the following order of
precedence:
1. License Agreement/Published Documentation
2. Licensee's RFP 140-91
3. RSI's Response to Licensee's RFP 140-91
General Terms and Conditions
"
1. Section 3 - add the words "and source code" after object c~~ in the ftrst line.
2. Section 4(a) - Payment Terms
The total software license fee which includes ftrst year maintenance ($168,594) to
be paid as follows:
License fees and ftrst year maintenance
25% ($42,148.50) due upon signing of this Agreement
75% ($126,445.50) due upon acceptance of products on or before six (6)
months from signing of this agreement, or as provided for in the "Acceptance
Period" section.
Professional services, training and modification fees herein identified as services
to be paid as delivered.
"Acceptance Period"
RSI agrees to provide the Products in executable form for a period of one-
hundred and eighty (180) days, commencing June 30, 1992, and to provide
training and consulting assistance so Licensee may test the Products to ensure that
they completely meet its requirements. Licensee shall be entitled to test the
Products by whatever means it deems appropriate. At the end of the one-hundred
and eighty (180) day period, Licensee shall notify RSI of its acceptance or
rejection of the Products. If no written notice is received by RSI by the end of the
one-hundred and eighty (180) day test period, the Products are deemed accepted.
Licensee shall exercise its option to have RSI extend the acceptance period 90
I
I
days to correct the reasons for rejection or Licensee may terminate the agreement
by providing written notice of such termination and returning all copies of the
Products. If Licensee so terminates, RSI shall refund all license fees paid.
3. Section 4(a) - Additional sentence to be added at the end of the paragraph "The City
of Oearwater may run the licensed software on a tier III machine at no additional
charge for two years, commencing on the date of the contract. At the end of that
period the City must pay an upgrade fee of $30,500 (included in License fee) for
operating on a tier III machine. The model number of the machine that the Ross
software is to be permanently installed must be named within twelve months of the
original two year expiration period. A Teir ill machine is DEC model 4300, 4500,
6210, 82XX, 83XX."
4. Section 4(e) - additional sentence at the end of paragraph: "The City of Clearwater
is exempt from Horida Sales Tax and will provide a tax exemption certificate".
5. Section 4(d) - Additional sentence at end of paragraph: "A mutually agreeable cap
on expenses will be determined prior to commencement of work, using the
following rates:
Hotel $80 per diem
Meals $35 per diem
Car $45 per diem
Air $600 per Trip - based on sufficient notice of trip by client
to secure reduced airfare."
6. Section 5(d) - additional sentence at end of paragraph "Increases in maintenance
fees shall be capped at a 71/2% year to year increase, after year 2. Year 2 shall be at
15% of then current list price.
7. Section 10 (c) - Additional sentence, at the end of paragraph: "The City of
Clearwater shall be entitled to the same termination rights as RSI. The delivery
dates of RSI enhancements shall have a 90 day grace period before the City may
exercise its termination rights. The City shall have the right to terminate the license
agreement, upon the maintenance renewal date, with or without cause, without
penalty or financial obligation (except the fees listed on page 1 of the contract and
due as note in Section 1 of the addendum "General Terms and Conditions"), with
90 days prior notice."
8. Section 12(e) - replace the last word ofthe flISt sentence California with "Horida".
9 . Professional Services to be paid as delivered.
1 . The total of 312 hours as specified below will be provided. The hours may
be used as needed as specified by the client. The tenns of usage is found in
RFP 140-91 under the section titled "Management Plan for
Implementation" .
PRODUcr
General ledger
Accounts Payable
Purchase Order
Accounts Receivable
Fixed Assets
Project Management
Total Hours
146
24
36
72
72
24
312
I
I
2. Modifications in the amount of $1 ,400 were specified in the vendor
response to RFP 140-91 and are listed below:
a) Ability to process items that do not require purchase orders, such as
travel and authorization for disbursement forms (pg. 40 #5).
8 hours - To be completed as Purchase Order (current version) software
is being implemented.
b) Blind receiving capabilities (pg. 40 #55).
8 hours - To be completed as Purchase Order (current version) software
is being implemented.
10. Commodity Code Processing:
RSI's current product plans anticipate that the next major release of Purchase Order
will include Commodity Code processing. RSI expects this release (known as
Release 2.3) to be available in 12 months from contract date. This release will
include at least eleven digits for commodity class, sub class and item number for
use in the vendor master file. RSI will permit the Licensee to review all
specifications of the Commodity Code capabilities and will allow input by Licensee
that does not materially change the scope of the design of the Commodity Code
capabilities.
11. Training which is paid for as delivered is to be provided as follows.
COURSE DAYS #OP LOCATION COURSE #
PEOPLE
General Ledger
Overview 3 10 Oearwater GL/RS
Allocations 2 10 Oearwater GLNRS
Report Writer 2 10 Oearwater RW/RS
Daily Processing 2 10 Oearwater GLOP/RS
Accounts Payable
Overview 2 10 Clearwater AP/RS
Daily Processing & PO 2 10 Clearwater APPO/RS
Interface
Purchase Order
Overview 2 10 Oearwater PO/RS
Daily Processing 1 10 Oearwater PORP/RS
Encumbrance 1 10 Clearwater ENRS
Accounts Receivable 4 10 Oearwater ARSC/RS
Inventory Control 2 10 Clearwater IC/RS
Crossview Plus 2 10 Clearwater CV/RS
ROSS lRAINING 27 STUDENT DAYS
.
mamaama
.
.
Digital Equipment torporation
7650 Courtney Campbell Causeway, Suite 800
Tampa, Florida 33607
I
May 5, 1992
Ms. Laura Chase
City of Clearwater
10 South Missouri Avenue
Clearwater, FL 34615
Dear Laura:
Digital understands that you have obtained from Ross Systems,
Inc., an agreement to receive the Government Financial Management
Software which includes "Crossview Plus", "Accounts Receivable",
and "Inventory Control" Software Packages for a period of one
hundred and eighty days (180) commencing June 30, 1992. The City
plans to operate that software on a Digital system, the
acquisition of which is currently under negotiation between
Digital and the City. In conjunction with those negotiations,
Digital has been asked to provide the City with a money-back
guarantee should the Ross Systems software referenced above be
rejected by the City. We understand that such a warranty is a
condition of the City issuing a Purchase Order to Digital for the
Digital products on which the Ross Software will operate.
Please be advised that Digital is willing to offer such a
money-back guarantee subject to the following conditions:
1. The City will issue its purchase order for the standard
Digital products pursuant to the contract entered into
between Digital and the State of Florida. The money back
guarantee will be reflected in a separately negotiated
addendum to the City's purchase order which will reflect the
terms of this guarantee.
2. The Digital money-back guarantee will essentially mirror the
testing provisions of the separate and unrelated agreement
between Ross Systems and the City under which the Ross
Software described above will be acquired:
(a) The Digital warranty applies only to acceptance of the
Ross Software more particularly described above.
(b) Digital understands that until December 30, 1992 the
City may test the Ross Software more particularly
described above. On or before December 30, 1992, the
City must either accept or reject this Software. If
Ross Systems does not receive notice of rejection of the
Ross Software modules more particularly described above
on or before December 30, 1992, then the Ross Products
will be deemed to be accepted. Ross Systems and the
City may agree to extend the test period by an
additional ninety days (90) until March 30, 1993 to
.
.
.
.'
Digital Equipment ctporation
I
provide Ross Systems a period of time to attempt to
correct any non-conformities in the software specified
above which may have lead to the City's rejection of
that Software. The City will then be required to again
either accept or reject the Software. If Ross and the
City agree to such an extension, Digital's money back
guarantee period will also be extended. Digital's money
back guarantee will be conditioned upon Digital
receiving any and all written notice(s) of any such
rejection of the Ross Software more particularly
described above from the city accompanied by a copy(s)
of the notice of rejection letter from the City to Ross
Systems.
3.
The City must reject each and every module of the Ross
Systems' Software more particularly described above in order
to invoke the provisions of the Digital money-back guarantee.
If the City keeps any module of the Ross Software more
particularly described above, the City will not be eligible
to have its money returned from Digital.
4.
In no event may the City attempt to utilize the money-back
guarantee with Digital after March 30, 1993.
5. If the City elects to invoke this money back guarantee, the
Digital Products must be returned to Digital by the City in
their original condition, normal wear and tear excepted.
6. If the City elects to invoke this money back guarantee, the
Digital products must immediately be returned to Digital.
The city will bear the cost of freight and insurance for such
return.
If you find this proposal acceptable, Digital will prepare
appropriate documentation to evidence our agreement.
Sincerely,
)
/ .
/"-\,\' r., I Ji,. ,/'" r '-. ./' I
\. . __i-YL fw.- L. ',' . '-<........
Linda S. Bonds
rts;: n'r~ (~~:,i.Ie rCJ ;e~7 rf rfr~
, 1'.). '....~ ....;;,::. .,. , l'~
t . \0...., ,
~ ""-:;.!f;..t
t'IAY 1 1 1992
" I ,-,
l,./'. .0.
I
I
rJ:IROSS
LC..II SYS1)1]VIS
Corporate Headquarters
555 Twin Dolphin Drive
l~eclwood City, CA 94065
(415) 593-2500
Fax (415) 592-9364
June 11, 1992
JUN 18 1992
Ms. Laura Chase
C.I.S.
CITY OF CLEARWATER
P.O. Box 4748
Clearwater, FL 34618-4748
Dear Ms. Chase:
Thank you for selecting Ross Systems software products.
For your records, I have enclosed an executed original of the
computer Software License , Professional services Agreement and
addendum which covers your recent purchase of our software products.
If you have any questions, please don't hesitate to contact me at the
above number on extension 2139.
sincerely,
(i
(JfcLt~7Y {lu~ktU_A .hdc-
star D'Anton1o, Manager
Contract Administration
Sgd
Enclosure
~DmDDmD - c",,~,."i"
.. ~ M~rk~lml't
PTO!:Tam