AGREEMENT WITH K-SQUARED SYSTEMS
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A G R E E MEN T
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Agreement made as of this lit- day of ~ 198/, by and be-
tween the City of Clearwater, P.O. dox 4748, Clearwater,
Florida 33518 (hereinafter referred to as "Customer"), and
K-SquaredSystems, 1101-G State Road, Princeton, New Jersey
08540, a division of Gelco Fleet and Management Services Di-
vision of Gelco Corporation, One Gelco Drive, Eden prairie,
Minnesota (hereinafter referred to as "K-Squared") for the
purchase and license of the product and services specified
herein.
1. The System
The purpose of this Agreement is to make available to Custom-
er, K-Squared's proprietary Interactive, On-Line, Equipment
Management Information System (the "System") on the terms and
conditions set forth below. The system consists of:
(a) The equipment and system software licenses listed
in Schedule #1 attached (the "Hardware") which is
being purchased by Customer from K-Squared and
tit Ie to which is to be transferred to Customer,
and,
(b) The associated appl ication software (Schedule #2)
developed and to be developed by K-Squared (the
"Software") for which a limited license is granted
to Customer as described elsewhere in this Agree-
ment and title to which is retained by K-Squared.
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Customer agrees to purchase the System and to accept the
limited license to use the Software on the terms and condi-
tions set forth in this Agreement.
The System will perform the functions in connection with
Equipment Maintenance Reporting as set forth herein and/or
demonstrated to Customer and detailed in K-Squared's presen-
tations to Customer in the form of copies of Reports and
Screen Displays submitted by K-Squared.
Agreed additions, if any, at the time of this Agreement, are
described in attachments hereto, and will be supplied to Cus-
tomer as they become available from K-Squared.
1. K-Squared will modify the software so as to incorporate
improvements and/or expans ions developed by K-Squared for
general availability to all users of its System. These
improvements will be made available to Customer for the Fees
detailed in the attached Schedules.
2. Delivery, Installation, Training and Maintenance
K-Squared will arrange for delivery of the System from the
participating vendors to the Cusomer's designated location.
Installation of the Hardware will be made by the hardware
manufacturer's personnel acting for K-Squared in conjunction
wi th K-Squared personnel. K-Squared will assume responsi-
bility for the installation. Installation of the K-Squared
Systems Software will be made by K-Squared personnel. In-
stallation of Customer's master file and key entry of Master
File Data into the System is the responsibility of the Cus-
tomer.
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Customers responsibilities include the time and costs of its
own employees, supplies and vendors, involved in any way in
the joint implementation of the System, in those areas of
Customer responsibility, including but not limited to (a)
making available a suitable location(s) for the System and
its components, with the correct space, floor load capacity,
temperature and humidity, environment, etc. as specified for
the installation of the Hardware (b) making available all ap-
propriate Customer personnel for training at the time and
place designated (c) making available reasonable office and
desk space for K-Squared employees when needed, and other
items and (d) cooperating in reasonable ways in the installa-
tion, maintenance, and use of the Hardware, of the Software
and any improvements.
Specifications for the site are provided under separate
cover.
Customer agrees to notify K-Squared promptly of any defects
discovered in the System, of any failure of the System to
perform as proposed.
5. K-Squared Responsibilities
K-Squared agrees to order the Hardware or its equivalent, if
mutually agreed, as described herein or as modified by
agreement in behalf of Customer and for Customer's account,
for delivery to Customer, to participate in delivery and
installation of the System and to train Customers personnnel
in the operation and use of the System. The time and place
for training for City personnel will be at a mutually agreed
time and in the City.
K-Squared further agrees to use its best efforts to correct
or cause to be corrected, any defect discovered or any fail-
ure of the system to perform as proposed as quickly as possi-
ble and/or to provide remedial methods of procedure to permit
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Customer to use the System as proposed. K-Squared is not re-
sponsible for defects or failures created or caused by fail-
ure of Customer personnel to perform according to Customer's
responsibility or as directed by K-Squared.
6. Limitations on Use of Hardware and on License to Use the
Software
The Hardware, as configured, may be used by Customer solely
in connection with the application of the System to Cus-
tomer's own operations and organization. Customer agrees in
the event that Customer uses the System or Hardware for any
other purpose, K-Squared is relieved of any responsibility
for degraded performance of the System. Customer agrees it
will not move the System or Hardware after installation with-
out the approval of K-Squared, which approval shall not be
unreasonably withheld. K-Squared expressly permits the City
to move the System to a new garage facility when ready, as-
suming that facility has the proper environmental require-
ments to house the System. Customer is granted a non-exclu-
sive license for the term of this Agreement to use the Soft-
ware solely in connection with application of the System to
Customer's own operation and organization. Customer agrees
not to copy the Software or to use the Software, in any other
manner, or at any other location. K-Squared expressly per-
mits the City to use the System for control of the building
maintenance function.
7. Warranty
K-Squared warrants that it has the right to grant the licens-
es to the Software set forth in this Agreement. K-Squared
further warrants that the System will be capable of perform-
ing the functions described above under Section 1 in accord-
ance with the specification and report forms submitted.
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K-Squared's sole obligation under this warranty shall be to
remedy any non-conformance as soon as it is reasonably pos-
sible after receipt by K-Squared of written notice of such
non-conformance from Customer. This warranty is contingent
upon the proper use of the System and shall not apply if Cus-
tomer modifies any portion or component of the System, or if
Customer deviates from the operating procedures established
or if the System or any portion or component of the System is
used for any purpose not permitted by this Agreement or if
Customer fails to maintain the proper environmental condi-
tions for the System or its components.
Without limiting the generality of the above, the warranty
shall not apply if the System is subjected to unusual phy-
sical or electromagnetic stress, neglect, accident, misuse,
failure of electric power, air conditioning, humidi ty con-
trol, transportation or is otherwise not maintained in ac-
cordance with Equipment manufacturer's specifications which
are published and available to the public.
8. Taxes
All prices are exclusive of all sales, use, personal property
and like taxes, all of which shall be paid by customer. Any
such tax which K-Squared is required to collect or pay shall
be promptly reimbursed by Customer.
In the case of a tax free entity, taxes do not apply if proof
of the tax exempt status is submitted.
9. Non-Assignment
Neither party may assign this Agreement or any of its rights
or obligations hereunder without the prior written consent of
the other party.
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10. Limitation of Warranty and Liability
Except for the express warranties stated above, K-Squared
disclaims all warranties on any part of the System or any
part including all implied warranties of merchantability and
fitness and the stated express warranties are in lieu of all
obligations or liabilities on the part of K-Squared for dam-
ages, including but not limited to special, indirect or con-
sequential damages arising out of or in connection with the
use or performance of the System or such products or ser-
vices.
In no event shall K-Squared be liable to Customer for (1) in-
direct, special, consequential or other similar damages or
(2) any damages whatsoever resulting from loss of use of
data, or of products arising out of or in connection with
this Agreement or the use or performance of the System or of
any products or services furnished by K-Squared hereunder,
whether in an action of contract or sort including negli-
gence. K-Squared shall not be liable for any damages caused
by delay in delivery, installation or the furnishing of any
part of the System including any products or services under
this Agreement. In no event shall K-Squared's liability, if
any, exceed the amount actually paid to K-Squared by Customer
under the provisions of this Agreement for services rendered
by K-Squared, and in no event shall K-Squared be liable for
any claim made by Customer after the termination of this
Agreement.
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11. Termination
In the event of the bankruptcy or insolvency or the filing of
a petition by Customer for reorganization under the Bankrupt-
cy laws or in the event of the failure of Customer to make
any required payment when due not cured within 15 days or in
the event of any other breach by Customer of its obligations
hereunder continuing 15 days or more after written notice of
such breach by K-Squared, K-Squared may on 10 days written
notice terminate this Agreement wi thout limi ting any other
damages. K-Squared will notify the City in writing prior to
notice of termination in the case of non payment.
12. Governing Law
This Agreement shall be governed by the laws of the State of
Florida, both as to interpretation and performance.
The provisions of this Agreement supersede all prior Agree-
ments relating to this subject matter between the parties
whether in writing or oral and no change, termination, or
attempt to waive any of the provisions hereof shall be bind-
ing unless in writing and signed by a duly authorized repre-
sentative of each party.
13. Protection
In order to protect the City's investment in K-Squared Sys-
tems Application Software, duplicate copies of the source
listings and documentation of the programs, and of the object
code resident at the central site in the City, will be stored
in a protected location at K-Squared's parent company (GELCO
Corporation) headquarters in Eden prairie, Minnesota. K-
Squared agrees that the material so stored will be a current
version of the System installed at the City.
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In the event that K-Sqaured, for any reason, ceases to main-
tain the Software installed at the City, with the exception
of the City's breach of this Contract, GELCO Corporation
agrees to make copies of this documentation available to the
City without additional costs.
K-SQUARED SYSTEMS
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BY
TITLE fJ~~
Mr.v
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TITLE
City Manager
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HARDWARE
MODEL #
DX-FXHHS-CH
MSII-LD
LAI20-DA
BC22A-25
RK07-DC
CSIF
VTl02-AA
BC050-DO
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EXHIBIT #1
SYSTEM CONFIGURATION & PRICING
DESCRIPTION
DEC PDP-ll/24 CPU Package
Including:
256 Kb ECC MOS Memory
2x28Mb RK07 Disk Drives
with Controller
lx8 line DZll-A Asynch MUX
lx180 cps LA120 Console Terminal
General Operating System License
Add-on 256 Kb ECC Mos Memory
180 cps System Printer
25' Printer Cable
6 each-28Mb RK07 Disk Packs
Customer Service Interface
5 each DEC CRT's w/AVO #PP
5 each CRT Cables
KSQ24
Sub-Total System Hardware
SI&T
HD&I
Total System
K-Squared System Application
Software License
Software Installation & Training
Hardware Delivery & Installation
TEC 21 Fuel System Interface
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PRICE
$55,305.
$24,500.
8,250.
3,075.
8,000.
$99,130.
MONTHLY
MAINTENANCE
$ 720.
$ 450.
$1,170.
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EXHIBIT #2
THE MAJOR COMPONENTS OF THE EQUIPMENT MANAGEMENT INFORMATION
SOFTWARE ARE:
1. Equipment
1 Display/Update Equipment Status
6 Display Equipment Information
7 Print Equipment Information
9 Print Equipment Information Summary
A Add to Inventory
B Add/Change/Delete Vehicle Specifications
C ' Change Equipment Information
E Print Exception Report
F Fix Equipment Meters
I Print Inventories
M Print Maintenance & Operating Summary
P Print PM Status and Schedule Report
S Display/Print Status Reports
2. Parts
1 Issue to Equipment
2 Issue to Organizations
3 Receive and Issue to Equipment
4 Transfer to Another Location
5 Receive to Inventory
6 Display Parts Information
7 Print Part's Information
8 Issue to Indirect Account
C Change (Add) Information (Parts)
D Delete Inactive Part Numbers
I Print Inventories
M Display Parts - All Locations
o Order Parts
R Review Details of Parts on Order
3. Employee
1 Charge Labor to Equipment
6 Display Employee File
7 Charge From a Daily Job Ticket
A Add/Change/Display Employee Information
I Print Indirect Account Reports
L Print Labor by Equipment & Indirect Account
P Print Labor Reports
4. Vendors
1 Charge Commercial Cost to Equipment
A Add/Change/Display Vendor
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5.
Work
1
2
3
4
5
6
7
8
9
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Orders
Open a Work Order
Add Intermediate Notes
Return Equipment To Service
Charge Off-Line Completed Work Orders to Equipment
Review Work Orders
Display/Print Work Order Status
Close a Work Order
Print Open Work Orders
Print Closed Work Orders
Open Estimated Work Orders
Print Work Order History
Review Open Work Orders in Selected Sequences
6. Accounting
1. Billing information, monthly charges to specific account
numbers based upon fixed and/or variable rental rates.
These charges include fixed monthly charges, rates based
upon utilization, and rates based upon variable time
intervals for the motor pool operation.
This information will be provided based upon currently
available reports with modifications, providing such
modifications require not more than 1 man week of quali-
fied programmer effort.
2. Fixed Asset Accounting
Total depreciation Year to Date, Life to Date, and
Current Depreciated Value. This information will be
available by Equipment Number, Domicile #, and Equipment
Class Code. Additionally it will be available for the
total fleet.
7. Fuel/Add-Oil/Utilization
1 Print Current Utiliztion & Fuel Report
2 Charge In-house Fuel & Add-Oil to Equipment
3 Charge Commercial Fuel & Add-Oil to Equipment
4 Charge Service Station Supplies
6 Charge Inventoried Fuel and Add-Oil to Equipment
9 Display/Update Fuel/Add-Oil/Misc. Supplies Unit Prices
C Charge Fuel/Supplies Inventoried Information
I Print Fuel/Supplies Inventory
L Print Fuel/Add-Oil/Misc. Supplies Report
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8. System Operation Information
6 Display/Print Description Files
A Print Parts Journal/Ledger
B Print Labor Journal
C Print Work Order Journal
D Print Fuel Journal
E Print Equipment Record Change Journal
F Print Commercial Charges Journal
P Print PM Check Lists
R Print Repair Code Analysis
9. System Control
1 Daily File Processing
3 Period File Processing
4 Location Summary Report
6 Maintain Equipment Class Code Data
7 Maintain Equipment Status Codes/Groups
8 Maintain System Control File
9 Add/Change/Delete Descriptive Information
D Maintain Specification Dictionary
S Maintain User Security
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EXHIBIT #3
PAYMENT TERMS
1.
Installation Fees $11,325.
a. Due upon acceptance of the Agreement (50%)
b. Due upon system acceptance by the City
Total
$ 5,662.50
5,662.50
$11,325.00
2.
Hardware Fee $55,305.
a. Due upon Delivery of Hardware (60%)
b. Due upon acceptance by the City, (25%) not
to be unduly delayed by file building
c. Due after 30 days, of trouble free
operation (15%)
Total
8,295.75
$55,305.00
$33,183.00
13,826.25
3.
Software Fee $24,500.
a. Due upon Delivery and Installation of
Software (50%)
b. Due upon Acceptance by the City for testing (25%)
c. Due after 30 days of trouble free operation (25%)
$12,250.00
6,125.00
6,125.00
$24,500.00
4. TEC 21 Fuel System Interface $ 8,000.
a. Due upon Delivery and Installation of
Interface (50%)
b. Due upon Acceptance by the City for
testing (25%)
c. Due after successful interfacing two
trouble free (25%)
Total
$ 4,000.00
2,000.00
( 2 ) months,
2,000.00
$ 8,000.00
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GRAND TOTAL HARDWARE, SOFTWARE, DELIVERY, INSTALLATION &
TRAINING, TEC 21 FUEL SYSTEM INTERFACE
$99,130.00
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5.
Hardware Maintenance Fee $
Payable monthly in advance commencing upon
Delivery and Installation of the Hardware
720.00jMO.
6.
Software Maintenance Fee $
Payable monthly in advance commencing upon
Delivery, Installation and Acceptance of the Software.
450.00jMo.
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EXHIBIT 4
mamaoma
BASIC SERVICE AGREEMENT
TERMS AND CONDITIONS
1. TERII
This Agreement shall be effective when signed by both partl... The Initial term Is twelve (12) months from the Commencement Date, after which this Agreement
may be terminated by either party upon ninety (90) days' prlof written notice.
2. EUGI.IUTY FOR SERVICE
Equipment Is eligible for service under this Agreement provided It Is In good operating condition, Digital's serviceability requirements are met, and Digital's
site environmental conditions are met. Prior to the Commencement Date of the Agreement, equipment repairs and/or adjustments Digital determines to be
necessary shall be made at Digital's per call rates, terms and conditions then In effect.
S. SERVICE RESPONSlBIUTlES OF DIGITAL
3.1 Digital shall maintain the equipment In good operating condition and furnish service for calls received within the designated Call Window. Specifically,
Digital shall:
(a) Provide scheduled preventive maintenance If required (based on the specific needs of the equipment as determined by Digital) within the Call
Window.
(b) Provide remedial service response on a best-efforts basis to the Customers site following prompt notification within the Call Window of equipment
malfunction,
(c) Provide n_ parts or parts of equal quality. (Exchanged parts removed from the equipment become the property of Digital.)
(d) Install appliCable Field Englneertng Change Ofders (FCO's), at no additional cost.
3.2 Digital shall provide remote diagnosis service on eligible equipment If specified on the face of this Agreement.
.. SERVICE LIMITATIONS
4.1 The following maintenance services are not included under this Agreement: requests for service outside the Call Window and services which, in Digital's
opinion, are required due to improper treatment or use of the equipment; unauthorized attempts by other than Digital personnel to repair. maintain
or modify the equipment; or causes external 10 Digital.maintained equipment.
4.2 Maintenance materials, tools, documentation, Site Management Guide. diagnostics and test equipment prOVIded by Digital shall remain the exclusive
property ot Digital.
4.3 Unless otherwise noted, service does not include applicable travel charges, recontiguration or coverage on locally observed Digital holidays.
4.4 Digital reserves the right to terminate or retuse service when, in Digital's opinion. conditions at the equipment location represent a hazard to thesatety
or health at any Digital employee.
4.5 Following twelve (12) months ot service or anytime thereafter it individual item(s) cannol, in Digital's opinion, be properly repaired on.site due to excessive
wear or deterioration, Digital may withdraw the item(s) tram coverage upon ninety (90) days' prior written notice.
S. RESPONSIBIUTIES OF CUSTOMER
5.1 Customer shall (i) notify Digital Immediately at equipment malfunction, (Ii) allow Digital tull and unrestricted access to all equipment and communications
tacilities, (iii) ensure that a Customer representative is present during service, and (iv) provide Digital reasonable work space and storage faCIlities.
5.2 Throughout the term of this Agreement, Cuslomer shall maintain site conditions within Ihe common environmental range of all system devices (and
media) as specified by Dlgltai.
5.3 For equipment having remote diagnosis service, Customer shall provide and bear the costs of Digital-specified modems and/or data sets, when required.
These devices will be connected to a dedicated dlrect-distance-diallng (voice-grade) telephone line for use only for diagnostic procedures.
&. CHARGES
6.1 f>ayment of the lotal monthly charge is due thirty (30) days from the date of invoice.
6.2 Charges for maintenance services not covered under this Agreement shall be invoiced at Digital's per call rates, terms and conditions in effect when
the service is performed.
6.3 Digital may adjust the total monthly charge after the initial term upon ninety (90) days' prior written notice.
6.4 Charges are exclusive of and Customer Is responsible for all sales, use and like taxes.
7. MOVEMENT OF EQUIPMENT
7.1 Customer shall notify Digital thirty (30) days prlof to moving equipment. DIgital shall be under no obligation to continue service if equipment is moved
without the prlor written approval of Digital.
7.2 Digital at Its option ahaII supervise the deinstallation and relnstallatlon of equipment the Customer wishes to move. Monthly charges shall be suspended
wften the equipment .s deInstalled. Ctlw'gee will be edIuated and/<< r"nstaled on the day following equipment reinstallation. Customer ahaIl pay for
labor and matertals provided durInG the movement of equipment at Dlgltal'st,*, current rat... t.nna and conditions.
.. UIlfTATION OF UA8IUTY AND WARRANTY
8.1 EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, DIGITAL DISCLAIMS ALL WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABIUTY AND FITNESS FOA A PARTICULAR PURPOSE.
8.2 CUSTOMER'S RIGHT TO RECOVER PROPERTY DAMAGES CAUSED BY DIGITAL'S FAULT OR NEGUGENCE SHALL BE LIMITED TO ONE HUNDRED
THOUSAND ($100,000.001 DOLLARS. DIGITAL WILL NOT BE UABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, PROFITS, USE OF PRODUCTS
OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBIUTY OF SUCH DAMAGE. This limitation of Digital's liability
will apply regardless of the form of action, whether In contract Of tort including negligence, Any action against Digital must be brought within eight""
(18) month. after the cause of action 8CCfUe..
8.3 Digital ahaIl not be liable for any delay In performance due to cau_ beyond the reasonable control of Digital.
.. GENERAL
If either party falls to perform its obligationS under this Of any othet agreement between the part..., and suc;h failure continues for a period of twenty (20)
days after written no lice, the other party shall have the right to terminate thi, Agreement. This Agreement Is the complete and prevailing Agreement between
the parties with respect to the subject maner herein, and there are no othet und8l'.tandlngs, oral or written. The provl.ions of thl. Agreement ate declared
to be severable. Neither party may aaslgn Ihls Agreement unles. mutually agreed. Thl. Agreement i. governed by the laws of the Commonwealth of
Massachusetts.
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September 21, 1983
Mr. Floyd Carter
Director of Central Services
City of Clearwater
P.O. Box 4748
Clearwater, FL 33518
Dear Mr. Carter:
In regard to Section 4.5 under Service Limitations of Digital's Basic
Service Agreement Terms and Conditions, the following will apply:
Digital will provide standard service maintenance
for equipment purchased hereunder for a period of
five years from the last date of volume
manufacturing.
If you have any question, please do not hesitate to contact me at
(201) 981-9333, extention 2311.
Very truly yours,
DIGITAL EQUIPMENT CORPORATION
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Gerry DiFederico
District Field Service
Marketing Manager
GDF:ed
cc: Herb Kane~