HomeMy WebLinkAbout1307_178License Agreement Page 2 of 3
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(a) other extraordinary ln�allatlon assista ce', Including without limitation; additional personnel training other
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ftn the training hours included In the this licen e# off41ne assistance, including without 14mitationl,
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preparation of data, forms design and establishme of procedures, Coharges, for, these services will be
billableat the current hourty rate periodically published by AEK or under fIxed cost, quotation at the request
of the licensee.
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7. IndeminIfication. Ucensee agrees to Indemnify and hold harn-jess AEK and Its agents and servants from
and against any and all fiabilittes,•
damages.•
lossm, costsand expenses (including reaSOMblo attorneys" fees
and expenses) , arWng out of the breach, by Ucensee, am agents, or servaI of this, Agr eern, ent or, any dai mt
oflOfflngernent of any copyright, or other proprietary' right not attributable to AEK
8. Proprietary Information.
(a) Ucensee shW1 take all reasonable action request, ed by AEK in order to protect the proprietary nature
the Package,. Ucensee 611not make any independent use of, copy, publish, discloset rnakeavallable
authorize any person or entity to use,, copy, PuUlsh,, disclose, or make avallaNe in any manner, to! any ot
person or entity, all or any portion of the, Package) other than Is, necessary In the ordinary course
Initials: AEK: UCENSEE:-.—,I
License Agreement Page 3 of 3
operating the Package. Licensee shall promptly notify AEK of the circumstances surrounding any
possession, use or knowledge of the Package by any other person or entity. Licensee shall not translate,
or permit the translation of, all or part of the Package Into a different computer language. Licensee agrees
that any Improvements In or customizing of the Package shall not constitute the development of 'new"
software.
bj Licensee acknowledges that the restrictions of subsection 8(a) are reasonable and necessary to protect
AEWs legitimate business interests and that any breach of them would cause irreparable injury to AEK„ for
which the payment of damages would be an inadequate remedy. Therefore, AEK shall be entitled, In
addition to any other rights it may have in law or equity In the event of such breach, to Injunctive relief and
anv equitable accounting of all benefits arising from such breach.
9. Miscellaneous. This agreement constitutes the entire understanding between the parties hereto as of
the date hereof with respect to the subject matter of this Agreement. Any and all amendments to or
modifications of this Agreement or waivers of any of the provisions hereof must be by mutual written
agreement of the parties hereto. Licensee shag not assign all or any part of its rights hereunder except that
it shall have than. right to assign the license granted by this Agreement to its legal successor, provided,
however, that the said successor must first execute a written agreement to be bound by all the terms and
condit.Ions of this Agreement as the �nsee hereunder. If any provision of this agreement Is held invalid
or' unenforceable for any reason, such provision shall be deemed severed from this Agreement to the extent
os such invalidity or unenfo rceablky, and the remaining provisions shall . not be affected thereby. This
Agreement shall be binding upon and Inure to the benefit of the Licensee and AEK and their permitted
successors and assigns.
IN WITNESS VMEREOF, the parties hereto have executed this Agreement on the date first above written.
AEK: A.E. KLAwITTER & ASSOCIATES, INC. LICENSEE: VILLAGE OF MOUNT PROSPECT
by by
A.E. KLAWtTTER and ASSOCIATES, INC.
LICENSE AGREEMENT
EXHIBIT A
1. The Basic Package consists of the following individual modules:
Phase I
a)
Security and Control
b)
General Ledger and Budgeting
C)
Payroll and Personnel
d)
Accounts Payable
e)
Fixed Assets
f)
Utility Billing
g)
Accounts Receivable
h)
Cash Register
Building Permit/Inspection Tracking
J)
Inspection Services Tracking
k)
Human Services Tracking
Phase 11
1)
Project Cost Accounting
m)
Vehicle Registration
n)
Animal License
o)
Bar Code Printing
p)
Business License
q)
Employee Time Management
r)
Salary and Wage Budgeting
s)
Investment Management
Q
Parcel Database
u)
Parking Violation System
A brief description of the programs within each system Is set forth on the material attached hereto and made
a part of this Exhibit A.
2. The Basic Package Is also comprised of the following:
a)
System Overview, Procedures and Forms
b)
Program Screen Layouts
c)
Program Print Layouts
d)
Program Operation Description
e)
System Flow Tables
1)
System Installation Guides
g)
System File Layouts
h)
Source and Object Program Lbdngs
Training Manual and on•Une Training Mode
3. The cost of the Basic Package includes
AEICs services to modify all report headings and VDT screens
to print or display Licensee's name, to
install it on the licensee's machine, to perform configuration services
not accessible to the licensee, to provide telephone and modem service and to correct latent errors within
the Basic Package's original program
listings so that they operate without error for a period of one year.
A.E. KLAWITTER AND ASSOCIATES. INC
LICENSE AGREEMENT
EXHIBIT B
1. Payment of the Basic Package License Fee shall be made according to the following schedule:
Total
Initial 60 days after
180 days
Phase I applications
License
Payment
Installation
after install
a) General Ledger and Budgeting
$49980
$29490
$10992
$498
b) Payroll and Personnel
4,980
2,490
1o992
498
c) Accounts Payable
4,800
2,400
1,920
480
d) Accounts Receivable - Open Item
4,800
2,400
1o920
480
e) Cash Register
2,410
1,205
964
241
f) Utility Billing
6,420
3,210
2,568
642
g) Fixed Assets
3,160
1,580
1o264
316
h) Building Permits
4,800
2,400
1,920
480
i) Inspection Services Tracking
5,000
2,500
2o000
500
Human Services Tracking
2,500
1o250
1,000
250
$43,850
$21,925
$17,540
$4,385
Phase 11 applications
k) Project Cost Accounting
UAW
$1,1940
$1,552
$388
1) Bar Code Printing
660
330
264
66
m) Business License
3,.880
1,940
1,552
388
n) Vehicle Registration
3,880
1,940
1,552
388
o) Animal License
4,060
2,030
1,624
406
p) Employee Time Management
4g7013
2,350
1,880
470
q) Salary and Wage Budgeting
3,560
1,780
1,424
356
r) Investment Management
2,140
1,070
856
214
s) Parcel Database
6,785
3,393
2,714
678
t) Parking Violation System
3,330
1,665
1,332
333
$369875
$189438
$14,750
$39687
Total
$80,725
$40,363
$329290
$80072
Installation is defined as the day training,,for
each applications
is completed.
Initial payment for Phase I applications Is due ' upon execution of license aggreement
Initial payment for Phase 11 applications Is June 1, 1995
APPLICATION SERVICE CONTRACT (-CONTRAcr)
PARTIES: A.E. KLAWITTER & ASSOCIATES, INC., Rolling Meadows, Illinois, an Illinois corporation ("AEK")
and VILLAGE OF MOUNT PROSPECT, an Illinois corporation ("CLIENT")
DATE:
CONSIDERATION: fee payments, mutual covenants, condftions and agreements provided in this Contract.
CONTRACT FEE: For applications as detailed on the attached Exhibit A:
Annual (I payment) WAIVED
i. RELATED AGREEMENT. This Contract is subject to the conditions in the original AEK License
Agreement with Client, and does not change or supersede the terms of the License Agreement.
Il. PURPOSE OF THIS CONTRACT. For the fee payments as specified In this Contract, AEK agrees
to provide application software services as specified In this Contract. The Contract Includes services only
for those applications proprietary to AEK as listed In Exhibit A of the AEK License Agreement and its
Addendum License Agreements. The Contract excludes: any portions of AEK applications modified by
others; non-AEK applications; non-AEK products; and related services.
Clients using the most current version (3 or above) of AEK applications are also entitled to periodic
enhancements and upgrades under the Contract.
111111. TERM OF CONTRACT. This Contract shall become effective on the first day of the month following
the date of AEICs acceptance signature. It shall remain in effect for one year, regardless of payment terms,
and shall continue thereafter for concurrent one year terms, so long as payments to AEK remain current.
Current is defined as receipt of invoice payment at AEK within 30 days of the Invoice date.
Contract may be terminated by either party on a 30 -day prior written notice, except that AEK can
terminate the Contract by 15 day prior written notice for non-payment. Fees are non-refundable.
IV. CONTRACT PRICING. The annual cost for the Contract Is based upon the current annually
published AEK License Fee Schedule (attached) for each application according to the following schedule:
Current Version - modified 15%
Rate is established for one year based upon the Version and modification status as of the date of signing
or the anniversary date. Modifications or upgrades to applications made during the year do not change the
rate, fees due, or payable, until the next anniversary date.
V. PAYMENT. Client shall make non-refundable payments beginning with the effective date of this
Contract according to the Contract Fee above. Payment optionally may be made, in advance: annually,
semi-annually Including a 5% surcharge; or quarterly including a 10% surcharge.
Client may choose to pro -rate first year Contract in order to make second year Contract coincide
with Client fiscal year according to the following surcharge: nine to eleven months, no surcharge; six to eight
months, 5% surcharge; less than six months, 10% surcharge.
Vi. WENT OBUGATIONS UNDER THE CONTRACT. Under the Contract, Client must Identify a
Primary Computer Supervisor (PCS) and an Assistant PCS (APCS). AEK will provide a free System
Administration Training class to Client PCS and APCS, at AEK or by telephone and modem using written
manual. Client Is required to attend this class, unless waived by AEK
Client Is required to implement in-house procedures and cross -train other computer operators
sufficiently to prevent negligent operator error, Including provision of sufficient copies of and Instruction In
the use of AEK documentation manuals, Service Log Report Form, Common Error List, and related
Instructions. Client Is responsible for seeing that computer operators are adequately trained in proper usage
of the computer workstations, printers, and other peripherals, with AEK applications.
Client is obligated to follow the Service Log Report Form instructions for each service call under the
contract.
Initials: AEK: CLIENT: Date: / - _J
APPUCATION SERVICE CONTRACT Page 2 of 3
Client is required to prevent Client staff from abnormaMy termilinating any, AEK application wft,hout
AEK ap#rovall. Client IS, required, to instruct Client staff to leave undisturbed, any non-oflunctional AEK
applicationS wh1ch do not respond to AEK documentation manual and Common Error Ust solutions, until
such time as AEK staff can assist.
Oitent Is obligated to exercise, due care ;to fillmit AEK service required underi the Contract by
execudng normal accounting and computer control procedurm C41ent Is required to recognize any
an d, an, y other, AEK application or service
problems related, to system, pr ocessing, incAluding error, s, in updates,,
defects, and to report these, to AEK wfth sufficient haste and dil Igen, ce to prevent unnecessary additionai
damage.
Initials: AEI : CLIENT: ........... Date: —/.—/VV.VVV.
APPLICATION SERVICE CONTRACT Page 3 of 3
provided periodically: at AEK discretion, usually semi-annually, depending upon application. Client agrees
to install these enhancements in order to keep Current Version applications up-to-date.
Under contract, at no charge, Clients using AEK applications Current Version (3 and above) will
receive upgrades via media or modem transfer. Upgrades are provided periodically at AEK discretion,
usually bi-annually, depending upon application. Client agrees to install these upgrades if Client wishes to
remain at the Current Version Contract rate.
Unmodified Current Version application upgrades will be installed by AEK at no additional charge.
Modified Current Version application upgrades MAY require AEK billable assistance, if the Upgrade Version
does not already include the Client modifications which were made to the Current Version application. Client
will be notified of alternatives, related -cost of AEK assistance to upgrade due to modifications of the Current
Version, and given the option to decline the upgrade.
IX. LIMITATION OF LIABILITY. Under NO circumstance Is AEK responsible for any Client loss or costs
due to Client labor or expenses required to restore data lost due to computer, operator, or AEK errors or
omissions. The liability of AEK under this contract is subject to the same terms as In the AEK License
Agreement.
X. MISCELLANEOUS. This Contract constitutes the entire understanding between the parties hereto
as of the date hereof with respect to the subject matter of this Contract. Any and all amendments to or
modifications of this Contract or waivers of any of the provisions hereof must be by mutual written
agreement of the parties hereto.
Client shall not assign all or any part of its rights hereunder except that it shall have the right to
assign the Contract to Its legal stxxessoror, provided, however, that the said Client must first execute a written
Contract to be bound by all the terns and condltkms of this Contract as the Client hereunder.
If any provision of this Contract is held Invalid or unenforceable for any reason, such provision shall
be deemed severed from this Contract to the extent of such invalidity or unenforceablity, and the remaining
provisions shall not be affected thereby. This Contract shall be binding upon and Inure to the benefit of the
Client and AEK and their permitted successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the, date first abover written.
AEK: A.E. KLAwITTER A ASSOCIATES, INC. CLIENT: VILLAGE OF 'MOUNT PROSPECT
b/I'l 111111111111111 W by� 11 011111111 11111111111111111 MAWN Am 100 OW
SYSTEM ADMINISTRATION RETAINER ('RETAINER")
PARTIES: A.E. KLAWITTER & ASSOCIATES, INC., Rolling Meadows, Illinois, an Illinois corporation CAEIC)
and VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation CCUENT*)
DATE:
CONSIDERATION: fee payments, mutual covenants, conditions and agreements provided In this Retainer.
RETAINER FEE: $1,500.00 for 20 hours at $75 per hour
1. RELATED AGREEMENT. This Retainer is subject to the conditions in the original AEK License
Agreement with Client, and does not change or supersede the terms of the License Agreement. -
If. 'PURPOSE OF THIS RETAINER. For the Retainer Fee paid in advance, AEK agrees to provide
computer system administration, technical assistance., and services as specified In this Retainer at a
guaranteed reduced rate of $76 per hour until 20 hours are expended or one year, which ever comes first
The Retainer Includes service provided by telephone and modem only, and Is limited to non-AEK computer
hardware and software products and related -services.
III. TERM OF RETAINER. This Retainer shall become effective on the first day of the month following
the date of AEICs acceptance signature. This shall be the anniversary date. It shall remain In effect for one
year and shall continue thereafter for concurrent one year terms, so long as payments to AEK remain
current. Current Is defined as receipt of payment at AEK prior to the first day of the billing month In which
the current Retained balance reaches zero.
If the Retainer balance reaches zero, this Retainer agreement remains In existence, but the reduced
hourly fee Is suspended until the first day of the month following receipt of another Retalnet Fee. The
Retainer anniversary date will continue to be based upon the date specified In the beginning of this section,
regardless of when subsequent Retainer fees are paid.
Any balance remaining In the annual Retainer on the anniversary date may be applied against a now
AEK Application License or AEK Upgrade License fee. Any unused Retainer balance at the end of the
annual term is non-refundable.
IV. PAYMENT AND RETAINER BALANCE. Client shall make non-refundable payment prior to the
effective date of this Retainer equal to the Retainer Fee above. AEK will update Client monthly regarding
the remaining Retainer balance on the regular monthly AEK Detail Time Billing which accompanies the AEK
Monthly Statement. AEK will automatically Invoice for subsequent Retainers when the Retainer balance goes
below $450 (6 hours). The Client may decide when to pay the automatic Invoice for subsequent Retainers,
based upon remaining Retainer balance, anticipated use of Retainer services, and remaining time prior to
the anniversary date.
Client should plan to make subsequent Retainer payments based upon Client's anticipation of when
the Retainer may be expended. AEK is not responsible for Retainer balances which reach zero before
automatic invoices are mailed or processed for subsequent Retainers.
If the Retainer balance reaches zero before an additional Retainer payment Is made, all service
performed will be billed monthly at normal hourly rates until the first day of month following receipt of the
new Retainer Fee.
V. AEK SERVICES UNDER RETAINER. AEK shall provide certain system administration services to
Client, only at Client request, via telephone and modem, against a prepaid Retainer balance. Retainer may
be applied against services performed related to computer hardware and software such as: computers, tape
devices, terminals, printers, modems, other computer peripherals; operating systems, language
environments, third -party applications; and communications.
SYSTEM ADMINISTRATION RETAINER Page 2 of 2
The Retainer covers service including problems caused by hardware, operating system, and third -
party (non-AEKI, applications,, which require, AEK assistance to restore AEK or non-AEK applications, and, data
,Mes from tape,, and recoveryfrom, oper, ator-Induced error which requires file reconstruction, or file restoration
from tape.
The Retainer may also be used, at Ment discretion, for AEK system administration assistance
Including:, disaster tape preparation, disk file andfilesystern maintenance, and other system administration,
assistance, and maintenance tasks. Ment may also use the Retainer for limited telephone verbal
consultation and advice about computer hardware and third -party software.
Service NOT covered under the Retainer Includ'es.* on-site work of any kind; written or extensive
consulting services- work related toAEK applicatiorts; Installation of new and upgrade of existing computer
hardware and/or software- any work which would normally require a design and specification fixed cost
quotation using a. Request 0 for T echnical Assistance, or Request for System Training.
AEK'may choose to Indlude, other specific selected items for Inclusion, under the Retainer at the
request of the Client.
A MISCELLANEOUS. This Retainer constitutes the entire understanding between the parties hereto
as of the date hereof with respect to the subject matter of this Retainer. Any and all amendments to or
modifications of this Retainer or waivers of anyof the provisions hereof must be by mutual written agreement
of the parties hereto.,
alest, shall not assign all or any pan of Its rights hereunder, exoW that 'it shall have, ft right to
il Ist *3t execute a WMW
assign the Retainer to Its legal successor, provided, however, that the said Client, m
Retalnerto be bound by all, the term and conditions of this Retainer as the C1kft hereunder.
If any provision of this Retainer Is held'im, ofld or unenforceable for any reason, such provWw shall
be deemed severed from this Retainer to, the adent of such Invalidity or urtenforceabilty, and the remaining
provisions shall not beaffected thereby. This, Retainer, shall, be, bindIng upon! and inure to, the benefit of the
Client and AEK and their permitted successorsand assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Retainer on the date first above written.
AEK: A.E. KLAWITTER & ASSOCIATES, INC.
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