HomeMy WebLinkAboutItem 12 - Software Licensing ContractMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: BRUNO RUMBELOW, CITY MANAGER
MEETING DATE: SEPTEMBER 2, 2014
SUBJECT: RENEW ANNUAL CONTRACT FOR APPLICATION SOFTWARE
LICENSING AND EXTENDED SUPPORT SERVICES FOR THE
FINANCIAL APPLICATION SOFTWARE SYSTEM
RECOMMENDATION:
City Council to consider approval for the renewal of an annual contract with STW, Inc. for
extended support services, licensing fees and special projects for the City's financial
application software system.
FUNDING SOURCE:
Funding for this purchase will be available in accounts 100-44500-105-2 (General Fund/
IT Software Fees) and 200-44500-530-3 (Utility Fund/IT Software Fees) in an annual
estimated amount of $74,745.00.
BACKGROUND:
The initial contract with STW, Inc. was initiated in 1995 and has been renewed every
year since. If approved, this will be for the 2014-2015 fiscal year annual renewal period.
The purpose of the Licensing Agreement and the Extended Support Services contract is
to provide on-going services for the finance system in addition to the standard
"telephone support" and special projects provided with the annual STW application
software lease and software products distributed by STW, Inc. The contract provides
basic support services for issues related to the operation of the STW application
software on local personal computers, related printing issues, application security,
license fees and other special projects that will be billed at the agreed hourly rate. This
service is to provide periodic database tuning, analyze server performance issues and
security as it relates to the STW application software.
Staff recommends approval.
MW
10:26:31 AM 8/27/2014
CONTRACT BETWEEN
CITY OF GRAPEV -TEXAS AND STW., INC.
For Licensing, Installing and
Supporting Application Software
The parties to this Contract are STW, Inc. (STW), a Texas corporation and City of Grapevine,
Texas (Customer). This Agreement sets forth the terms and conditions under which STW will
furnish Licensed Products and provide certain services described herein to Customer, and Customer
will pay therefor.
Exhibits attached which are a part of this Contract are:
Appendix A
For and in consideration of the mutual undertakings herein set forth, the parties hereto agree as
follows:
1. DEFINITIONS. The following terms as defined below are used throughout this Contract.
(a) "Licensed Software." The machine-readable object code version of the software that
STW makes generally available and described in Appendix A, whether embedded on
disc, tape or other media.
(b) "Licensed Documentation." The published user manuals and documentation that STW
makes generally available for the Software.
(c) "Updates." Any enhanced and/or improved versions of the Software provided under
Appendix A of this Agreement and released to the Customer after execution of this
Contract.
(d) "Licensed Products." (1) The Licensed Software, (2) Licensed Documentation, (3)
Updates, and (4) Licensed Custom Software provided under this Contract, or (5) any copy
of items (1) - (4).
(e) "Licensed Custom Software." Any software programs (or portions of programs)
developed by STW specifically for Customer's own use.
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(f) "Authorized Copies." The only authorized copies of the Licensed Software and Licensed
Documentation are the copies of each application software package defined as follows:
(1) the single copy of the Licensed Software and the related Licensed
Documentation delivered by STW under this Agreement; and
(2) any additional copies made by the Customer, as authorized in Section 3(c) and
3(d).
(g) "Designated System." The hardware and software as specified, listed in Appendix A,
and installed at the City of Grapevine, Texas.
The primary contact for STW during the
term of this Agreement shall be:
Mr. David Johnson
212 East Franklin
Grapevine, Texas 76051
Telephone: (817) 329-1711
Facsimile: (817) 421-0206
The primary contact for Customer during the
term of this Contract shall be:
Ms. Karen Walker
200 S Main St 2nd floor
Grapevine, Texas 76051
817-410-3115
817-410-3005
Customer shall notify STW in writing of any change in the primary contact.
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(a) In consideration of annual software rental fees and other charges, if any, and the
applicable custom software fees, if any, as provided in Appendix A, STW hereby grants
Customer and Customer hereby accepts from STW a non-transferrable and non-exclusive
right to use the Licensed Software only on the Designated System and only for its internal
processing needs, subject to the terms and conditions specified herein for a term as
provided by Section 18 herein.
(b) Once Customer has paid the annual software rental fees for Licensed Software, Customer
shall have the right and license to use, enhance, or modify the Licensed Software only for
the Customer's own use and only on the Designated System for the term of the license.
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(c) In order to assist Customer in the event of an emergency, Customer is permitted to make
up to two (2) back up copies on magnetic media of each application of the Licensed
Software and one back up copy of the related Licensed Documentation. These
Authorized Copies may be stored off-site away from Customer's premises (as specified in
the Definitions Section) so long as they are kept in a location secure from unauthorized
use. Customer or anyone obtaining access through Customer shall not copy, distribute,
disseminate, or otherwise disclose to any third party the Licensed Products or copies
thereof in whole or in part, in any form or media. This restriction on making and
distributing the Licensed Products or copies of any Licensed Product includes, without
limitation, copies of the following:
(1) program libraries, both source or object code;
(2) operating control language;
(3) test data, sample files, or file lay outs;
(4) program listings; and
(5) licensed documentation.
(d) Upon written request by Customer, and with written permission by STW, additional
Authorized Copies may be made for Customer's internal use only.
(e) Customer may use the Licensed Products on the Designated System only while it
possesses and operates the Designated System, and only during the term of the license.
(f) If Designated System becomes temporarily inoperable, Customer may load and use the
Software on another System until the original Designated System becomes operable.
(g) Any other use or transfer of the Software will require STW's prior approval, which may
be subject to additional charges.
(h) Customer may use Licensed Products only in and for the Customer's own internal
purposes and business operations. Customer will not permit any other person to use
Licensed Products, whether on a time-sharing, remote job entry or other multiple -user
arrangement. Customer may make back-up archival copies of the Software and any
related Updates. Customer will reproduce all confidentiality and proprietary notices on
each of these copies and maintain an accurate record of the location of each of these
copies. Customer will not otherwise attempt to copy, translate, modify, adapt, decompile,
disassemble or reverse engineer Licensed Products.
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4. PAYMENT.
Customer agrees to pay STW the amounts specified in Appendix A in U.S. dollars and by the date
specified in Appendix A. Any amount not paid when due, which is not in dispute, will accrue interest
at the rate of one and one-half (1.5) percent per month, or the maximum interest allowable under
applicable law, whichever is less. Customer will pay such interest when remitting the principal
amount to STW.
(a) STW agrees to provide Customer, at no additional charge, with the Updates that STW
may make generally available during the Contract period.
This Paragraph will not be interpreted to require STW to either:
(1) develop and/or release Updates; or
(2) customize Updates to satisfy Customer's particular requirements.
(b) Updates will not include any new Products that STW decides, in its sole discretion, to
make generally available as a separately priced Update or option. An update provided
free of charge to more than one other customer will be provided free of charge to
Customer.
(c) Updates will provide full data compatibility with prior versions or will include programs
and/or utilities to automatically convert prior data files to structures required by the
Update.
(d) The following services shall also be included as Support, and provided under this
Section:
(1) Temporary fixes to Licensed Products;
(2) Revisions to Licensed Documentation to reflect new software functions, features
and operations;
(3) Reasonable telephone and/or remote (dial -in) support for Licensed Products,
Monday through Friday from 8:00 a.m. to 5:00 p.m., local time; and
(4) Invitations to and participation in user group meetings, if any.
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(e) Additional support for other services is available as requested by Customer, using the
hourly rates as provided in Appendix A of this Contract. These additional services
include, but are not limited to, the following:
(1) Designing, programming and supporting Licensed Custom Software.
(2) Maintaining modified Licensed Software and/or Licensed Custom Software.
(3) File conversion and assistance.
(4) Installation of Licensed Software updates.
(a) Warranty. STW warrants that Licensed Products and Updates will (1) conform to STW
published product manuals in effect on the date of delivery; and (2) perform substantially
as described in the accompanying Licensed Documentation after delivery for 90 calendar
days. STW does not warranty that the Licensed Products will satisfy or may be
customized to satisfy all of Customer's requirements.
(b) Remedies. In case of breach of warranty or any other duty related to the quality of the
Licensed Products, STW or its representative will correct or replace any defective
Licensed Product or, if not practicable, STW will accept the return of the defective
Licensed Product and refund to Customer the amount actually paid to STW for the
defective Licensed Product, less depreciation based on a five-year straight-line
depreciation schedule, and a pro -rata share of any maintenance fees that Customer
actually paid to STW for the period that such Licensed Product was not usable. Customer
acknowledges that this Paragraph sets forth Customer's exclusive remedy, and STW's
exclusive liability, for any breach of warranty or other duty related to the quality of the
Licensed Products.
(c) Disclaimer. Except as expressly provided in this Contract, all warranties, conditions,
representations, indemnities and guarantees with respect to the Licensed Products
whether expressed or imputed, arising by law, custom, prior oral or written statements by
STW or its licensors or representatives or otherwise, including, but not limited to, any
warranty or merchantability or fitness for particular purpose, are hereby overridden, and
excluded and disclaimed.
(d) The foregoing warranties do not apply if the Licensed Products have been modified by
any party other than STW or its authorized licensors or representatives.
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7. INDEMNITY.
(a) STW agrees to indemnify and save Customer harmless from and against any and all
judgments, suits, costs and expenses subject to the limits set forth in this Contract
resulting from any alleged infringement of any patent or copyright arising from the
licensing of the Licensed Software pursuant to this Contract.
(b) Indemnity. If action is brought against Customer claiming that Licensed Product
infringes a patent, copyright or trade secret within the United States, STW will defend
Customer at STW's expense and, subject to Section 8 of this Contract, pay the damages
and costs finally awarded against STW in the infringement action, or against Customer
for an infringement for which STW has agreed to indemnify Customer under this
contract. Such damages are due Customer only under the following conditions: (1)
Customer notifies STW promptly upon learning that the claim might be asserted; (2)
STW has sole control over the defense of the claim and any negotiation for its settlement
or compromise; and (3) Customer takes no action that, in STW's judgment, is contrary to
STW's interest.
(c) Alternative Remedy. If a claim described in Paragraph 7(b) may be or has been asserted,
Customer will permit STW, at STW's option and expense to (1) procure the right to
continue using the Licensed Product; (2) replace or modify the Licensed Product to
eliminate the infringement while providing functionally equivalent performance; or (3)
accept the return of the Licensed Product and refund to Customer the amount actually
paid to STW for such Licensed Product, less depreciation based on a five-year straight-
line depreciation schedule, and a pro -rata share of any maintenance fees that Customer
actually paid to STW for the period that such Licensed Product was not usable.
(d) Limitation. STW shall have no indemnity obligation to Customer if patent, copyright or
trade secret infringement claim results from the following:
(1) a correction or modification of the Licensed Product not provided by STW;
(2) the failure to promptly install an Update; or
(3) the combined use of the Licensed Products with software not provided or supplied
by STW.
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Under no circumstances will STW or its licensors or representatives be liable for any consequential
indirect special, punitive, or incidental damages, whether foreseeable or unforeseeable based on
Customer's claims or those of its customers, including, but not limited to, claims for loss of data,
goodwill, profits, use of money or use of the Licensed Products, interruption in use or availability of
data, stoppage or other work or impairment of other assets out of breach or failure of express or
implied warranty, breach of contract, misrepresentation of negligence, strict liability in tort or
otherwise, except only in the case of death or personal injury where and to the extent that applicable
law requires such liability. In no event will the aggregate liability which STW or its successors or
representatives may incur in any action or proceeding exceed the total amount actually paid by
Customer for the specific Licensed Product that directly caused the damage.
(a) All trademarks, service marks, patents, copyrights, trade secrets and other proprietary
rights in or related to the Licensed Products are and will remain the exclusive property of
STW or its licensors, whether or not specifically recognized or perfected under applicable
law. Customer shall obtain no right, title or interest in the Licensed Products by virtue of
this Contract other than the non-exclusive, nontransferable license to use the Licensed
Products as restricted herein. Customer will not take any action that jeopardizes STW's
or its licensor's proprietary rights or acquire any right in the Licensed Products, except the
limited use rights specified in Section 4. STW agrees to notify customer in writing if
STW determines that Customer has or is about to take any action identified above which
Customer has agreed not to take.
(b) STW or its licensor will own all rights in any copy, translation, modification, adaptation
or derivation of the Licensed Products, including any improvement or development
thereof.
(c) Customer will obtain, at STW's request, the execution of any instrument that may be
appropriate to assign these rights to STW or its licensor or perfect these rights in STW's
or its licensor's name.
(d) STW hereby warranties that STW has exclusive ownership of the Licensed Software.
Customer agrees that STW claims exclusive ownership of the Licensed Software.
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10. CONFIDENTIAL INFORMATION AND NON -DISCLOSURE.
(a) Customer acknowledges that Licensed Products incorporate confidential and proprietary
information developed or acquired by or licensed to STW. Customer will take all
reasonable precautions necessary to safeguard confidentiality or proprietary notice placed
on Licensed Products. The placement of copyright notices on these items will not
constitute publication or otherwise impair their confidential nature.
(b) Subject to requirements of the Freedom of Information Act (FOIA) and applicable State
of Texas and local statutes relating to open records, each party shall hold all confidential
information in trust and confidence for the party claiming confidentiality and not use such
confidential information other than for the benefit of that party. The other party agrees
not to disclose any such confidential information by publication or otherwise, to any other
person or organization.
(c) Customer hereby acknowledges and agrees that all Licensed Products are confidential
information and proprietary to STW. In addition to other restrictions set forth elsewhere
in this Contract or otherwise agreed to in writing, Customer agrees to implement all
reasonable measures to safeguard STW's proprietary rights in Licensed Products,
including without limitation the following measures:
(1) Customer shall permit access to Licensed Products only to those employees who
require access and only to the extent necessary to perform Customer's internal
processing needs.
(2) With respect to agents or third parties, Customer shall permit access to Licensed
Products only after STW has approved and returned a written non -disclosure
statement to Customer. STW reserves the right to reasonably refuse access to a
third party after it has evaluated the request. Customer agrees to provide
information reasonably requested by STW to assist STW in evaluating Customer's
request to permit third party access to Licensed Products. In addition to any other
remedies, STW may recover all damages and legal fees incurred in the
enforcement of this provision on third party access.
(3) Customer shall cooperate with STW in the enforcement of the conditions set forth
in the non -disclosure statement, or any other reasonable restrictions STW may
specify in writing in order to permit or restrict access.
(4) Customer shall not permit removal of copyright or confidentiality labels or
notifications from its proprietary materials.
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(a) By Customer: If STW fails to provide the Licensed Software as warranted in accordance
with the terms of this Contract, Customer may at its option, without refund, terminate this
Contract with ninety (90) days written notice as follows:
(1) The termination notice shall provide a detailed description (with examples) of any
warranty defects claimed;
(2) STW shall have ninety (90) days from receipt of said notice to correct any
warranty defects in order to satisfy the terms of this Contract;
(3) At the end of ninety (90) days unless the termination has been revoked in writing
by Customer, the Contract terminates.
(b) By STW: If Customer fails to make prompt payments to STW when invoiced, or if
Customer fails to fulfill its responsibilities as prescribed in this Contract, STW may at its
option terminate this Contract upon ninety (90) days written notice to Customer, as
follows:
(1) The termination notice shall define the reason(s) for termination;
(2) If the reason cited for termination is Customer's failure to make prompt payment,
Customer shall have ten (10) days from receipt of said notice to make payment in
full for all outstanding invoiced payments due;
(3) If the cited reason for termination is Customer's failure to fulfill its
responsibilities, Customer shall have ninety (90) days from receipt of said notice
to correct any actual deficiencies in order to satisfy the terms of this Contract.
(4) At the end of ninety (90) days, unless the notice of termination has been revoked
in writing by STW, the Contract terminates.
(c) In the event of termination by either party, STW shall continue to provide services, as
previously scheduled, through the termination date and Customer shall continue to pay all
fees and charges incurred through the termination date as provided in this Contract.
(d) This Contract may be terminated without judicial or administrative resolution if Customer
or STW, or any of Customer's, or STW's employees or representatives breach any term or
condition hereof.
(e) Either party may terminate this Contract in the event of bankruptcy, insolvency and/or
assignment for the benefit of creditors of or by either party.
(f) Upon the termination of this Contract for any reason, STW's maintenance and support of
the Licensed Products will cease, and the license shall be considered terminated.
(g) Upon termination of this Contract for any reason, Customer shall return or destroy all
copies of the previously licensed software and shall cease all use of the software.
(h) This Contract shall endure to the benefit of and bind parties hereto, their successors and
assigns.
(i) The provisions of Sections 7, 8, 9, and 10 will survive the termination of this Contract.
During the term of this Contract, STW or its representative may, upon prior written notice to
Customer, inspect the files, computer processors, equipment and facilities of Customer during normal
working hours to verify Customer's compliance with this Contract.
(a) All notices or approvals required or permitted under this Contract must be given in
writing. Any waiver or modification of this Contract will not be effective unless executed
in writing and signed by both parties.
(b) This Contract will bind both the Customer's and STW's successors -in -interest. This
Contract will be governed by and interpreted in accordance with the laws of the State of
Texas, U.S.A. If any provision of this Contract is held to be unenforceable, in whole or
in part, such holding will not affect the validity of the other provisions of this Contract.
(c) This Contract constitutes the complete and entire statement of all conditions and
representations of the agreement between STW and Customer with respect to its subject
matter.
(d) This Contract may be amended or modified only in writing by both parties.
(e) Source code for the application Software will be resident on Customer's Designated
System, during the term of the Contract.
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14. INSTALLATION AND TRAINING.
(a) STW shall make available to Customer qualified representative(s) who will provide
installation and training support services for each application of the Licensed Software
delivered. Customer and STW will develop a mutually agreeable training schedule.
Costs for hourly services are described in Appendix A.
(b) Installation and training support services will be performed at Customer's premises,
unless otherwise stated.
(c) Training shall consist of both operational and administrative information.
(d) Training will also include hardware and data communications systems, as applicable,
including, but not limited to, system configuration, back-up and recovery training,
standards for system management and general operations training for Customer
personnel.
(e) Each software application training shall be provided by STW. Each program shall be
demonstrated step-by-step, practicing each menu, each screen, and each entry as well as
explaining how to use the written and/or on-line documentation.
STW is an independent contractor. The personnel of one party shall not in any way be considered
agents or employees of the other. To the extent provided for by law, each party shall be responsible
for the acts of its own employees.
16. INSURANCE REQUIREMENTS.
Each party shall be responsible for Worker Compensation coverage for its own personnel. STW shall
not commence work under this Contract until it has obtained Worker Compensation Insurance. STW
shall procure and maintain, during the term of this Contract, Worker Compensation Insurance for all
of its employees or representatives who engage in the work to be performed. Should Customer
require other insurance coverage of STW, it shall be provided at Customer's expense upon notice to
STW.
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Notices to STW shall be mailed certified mail, return receipt requested to: Mr. David Johnson, 212
East Franklin, Grapevine, TX 7605 1.
Notices to Customer shall be mailed certified mail, return receipt requested to:
City of Grapevine, Ms. Karen Walker 200 S Main St 2 d floor Grapevine, Texas 76051
The initial tern of this agreement is one year from the date of the authorized signatures provided
below, and will automatically renew annually unless notice of termination is given by either party.
Reasonable prices increases are applicable after the first year of the contract.
This Contract contains the complete and exclusive statement of the Contract between the parties
concerning the matters referred to herein and replaces any prior oral or written representations or
communications between the parties. Each individual signing below represents that they have the
that all necessary formalities have been met.
This Contract is effective upon the last date shown on this pagli
STW
By: I
David Johnson, President
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Date: /C; Z 6. 1Z
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Authorized signature Title
Name & Title
Date:
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Installation Time. STW agrees to complete installation of all software modules within
mutually agreed schedule with Customer.
2. Licensed Products and Charges:
General Ledger / Budgetary
2000.00
2000.00
Accounting
Accounts Payable &
1750.00
1750.00
Encumbrances
Budget Preparation & Budget
1500.00
1500.00
Control
Payroll Processing & Benefit
2500.00
2500.00
Management
Payroll Timesheets
2000.00
2000.00
Utility Billing
2500.00
2500.00
Cash Receipts / Revenue
1750.00
1750.00
Accounting
Fixed Assets / Asset Tracking
1500.00
1500.00
Stw Tools
1325.00
1325.00
PowerHouse 4GL.
2500.00
2500.00
eFormz software for MICR
650.00
650.00
checks for 3 printers.
Vision Financial Reporting for
1500.00
1500.00
2 concurrent users.
Purchasing andRequisitions
2500.00
2500.00
Intellicus Report Tool for 2
1500.00
1500.00
concurrent users.
Purchase Card Control &
1500.00
1500.00
Distribution
Miscellaneous Accounts
2500.00
2500.00
Receivable
Financial Report Distribution
1500.00
1500.00
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3. Payment Schedule: Customer shall pay STW upon receipt of a valid invoice within thirty (30 days)
of the receipt of an invoice for one time license fees, installation, training, conversion, and travel
charges. Annual Maintenance and Lease fees as set forth in Paragraph 2 hereof shall be due and
payable when the specific application is in production use by the customer, and then annually from the
effective date of this Contract.
4. Miscellaneous: (a) System Conversion. STW agrees to be responsible for system conversion to the
designated System. Acceptable conversion shall require that prior Customer data files are operational
and "in balance" under the Customer's current application software environment. The cost of the
conversion is based upon the hourly charges as specified in 4(c).
(b) Use of Independent Contractors. STW may engage independent contractors to
perform all or part of STW's obligations under this Contract.
(c) Hourly Charges. Charges for services performed, such as charges for Software
customization, installation, training, and conversion are $100.00 to $155.00 per
hour (hourly rate based upon the individual), plus out-of-pocket expenses.
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STW Extended Support Agreement
The parties to this Contract are STW, Inc. (STW), a Texas corporation and City of
Grapevine, Texas (Customer). This Agreement sets forth the terms and conditions under whi
STW will furnish "Extended Support Services" for STW Licensed Products as described here
to Customer, and Customer will pay therefor. I
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(a) "Extended Support" is defined as services in addition to the standard "telephone support"
provided with the annual STW application software lease, and software products
distributed by STW. Extended support is separated into the following major categories:
a. STW application software. This service provides assistance, how to, step by
step, and problem solving to Customer for users of STW application software.
Customer users must have working knowledge of their job function, and of the
STW application software.
b. STW application security. This service provides assistance in the setup and
maintenance of user security and the creation and maintenance of user defined
menus used to access the various applications. Application security only controls
the use of resources granted to user, and not which resources are granted to them.
They, in turn, determine the use of these resources by users of the application
through application security. Implementation and completeness of application
security remains a Customer responsibility.
c. Desktop & Printers. This service provides support for issues related to the
operation of the STW application software on local personal computers, and
related printing issues. This addresses problems with Internet Explorer, loading of
required Stw add on programs, and Java issues. Stw must have administrator rights to
the local PC to perform some actions. Some issues may not be resolved unless the
operating system on the local PC is reloaded, and Stw does not provide this service as a
part of this agreement.
d. Database Administration Support. This service is to provide periodic database
tuning, and to analyze server performance issues related to the Stw application
software. The recovery effort required is determined by factors outside of Stw's
area of control, and will vary by the server and network environment.
e. Reporting Tools: This support item provides users support for using Vision and
Intellicus reporting tools, which are products distributed by STW. Users must
have already received training in the reporting tool products, and should be
reasonably proficient with the product.
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STW Extended Support Agreement
�b) Additional Services. The services listed below are not included in the STW Extended
Support Agreement. These services shall be provided at STWs discretion and will be
billed on a time and materials basis at the rates for additional services contained in
Paragraph 4 or Appendix A hereto.
a. Changes to print programs.
b. Software modifications.
c. Software training for STW application software or reporting tools.
d. Software implementation or consulting services.
e. Responding to problems caused by bad data.
f. Responding to problems caused by hardware.
g. Recovery services related to server crashes.
h. Responding to problems caused by user error.
i. Responding to problems caused by software that is not STW application softwal
or STW reporting tools.
j. Time required for Stw to create reports for a Customer user, using reporting too]
k. Responding to problems resulting from misuse, accidents, Customer neglect, fin
or any other cause not within STW's reasonable control.
1. Changes made to STW application software or operating system enviromnent, b
someone other than STW staff.
in. Any other services performed by STW not otherwise specifically provided for ir
this agreement, including but not limited to, bank reconciliation, reconciling out
of balance reports, balancing segments of the system, etc.
(c) Support Environment: Customer must open any firewall ports to allow the use of STW
support products. STW currently uses Citrix products include "GOTOASSIST", but may
change these products at any time. If Customer will not allow access for STW support
products, STW cannot guarantee support standards will be met.
2. PRIMARY CONTACTS AND REPRESENTATIVES.
The primary contact for STW during the The primary contact for Customer during the
term of this Agreement shall be: term of this Contract shall be:
Mr. David Johnson
Ms. KarenWalker
212 East Franklin
200 S Main St 2nd floor
Grapevine, Texas 76051
Grapevine, Texas 76051
Telephone: (817) 329-1711
817-410-3115
Facsimile: (817) 421-0206
817-410-3005
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STW Extended Support Agreement
3. PAYMENT.
Customer agrees to pay STW the amounts specified in Appendix A and any amounts billed for
Additional Services described in I (b) in U.S. dollars and by the date specified in Appendix A.
Any amount not paid when due, which is not in dispute, will accrue interest at the rate of one and
one-half (1.5) percent per month, or the maximum interest allowable under applicable law,
whichever is less. Customer will pay such interest when remitting the principal amount to STW.
(1) Extended support for STW Licensed Products as defined by Definitions from
Monday through Friday from 8:00 a.m. to 5:00 p.m., local time. After hours
support can be scheduled in advance to a mutually agreeable time period between
Customer and STW staff.
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(a) Warranty. STW warrants that support personnel will be trained in the user of STW
application software, for their effort providing support for Customer.
(b) Remedies. In case of breach of warranty or any other duty related to the quality of
the support, STW or its representative will provide alternate personnel, or if not
practicable, STW will refund to Customer the amount actually paid to STW for the
service on a pro -rata share of any service fees that Customer actually paid to STW
for the period. Customer acknowledges that this Paragraph sets forth Customer's
exclusive remedy, and STW's exclusive liability, for any breach of warranty or other
duty related to the quality of the services provided.
(c) The foregoing warranties do not apply if the Licensed Products have been modified
by any party other than STW or its authorized licensors or representatives.
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STW Extended Support Agreement
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(a) STW agrees to indemnify and save Customer harmless from and against any and all
judgments, suits, costs and expenses subject to the limits set forth in this Contract
resulting from any alleged infringement of any patent or copyright arising from the
licensing of the STW Licensed Software pursuant to this Contract.
(b) Indemnity. If action is brought against Customer claiming that Licensed Product
infringes a patent, copyright or trade secret within the United States, STW will
defend Customer at STW's expense and, subject to Section 7 of this Contract, pay tjo,
damages and costs finally awarded against STW in the infringement action, or
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against Customer for an infringement for which STW has agreed to indemnify
Customer under this contract. Such damages are due Customer only under the
following conditions: (1) Customer notifies STW promptly upon learning that the
claim might be asserted; (2) STW has sole control over the defense of the claim an
any negotiation for its settlement or compromise; and (3) Customer takes no action]
that, in STW's judgment, is contrary to STW's interest.
Under no circumstances will STW or its licensors or representatives be liable for any
consequential indirect special, punitive, or incidental damages, whether foreseeable or
unforeseeable based on Customer's claims or those of its customers, including, but not
limited to, claims for loss of data, goodwill, profits, use of money or use of the Licensed
Products, interruption in use or availability of data, stoppage or other work or impairment of
other assets out of breach or failure of express or implied warranty, breach of contract,
misrepresentation of negligence, strict liability in tort or otherwise, except only in the case
of death or personal injury where and to the extent that applicable law requires such liability.
In no event will the aggregate liability which STW or its successors or representatives may
incur in any action or proceeding exceed the total amount actually paid by Customer for the
specific Licensed Product that directly caused the damage.
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,a) By Customer: If STW fails to provide the Extended Support as warranted in
accordance with the terms of this Contract, Customer may at its option, without
refund, terminate this Contract with ninety (9 0) days written notice as follows:
(1) The termination notice shall provide a detailed description (with examples) of
any warranty defects claimed;
(2) STW shall have ninety (9 0) days from receipt of said notice to correct any
warranty defects in order to satisfy the terms of this Contract;
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STW Extended Support Agreement
(3) At the end • ninety •'1 •. unless the termination has •' revoked in
• •, • the Contract tenninates.
(b) By STW: If Customer fails to make prompt payments to STW when invoiced, or
Customer fails to fulfill its responsibilities as prescribed in this Contract, STW m%
at its option terminate this Contract upon ninety (90) •. written notice to
• as follows:
(2) If the
• • • termination is Customer's failure to make prompt
payment, Customer shall have ten (10) days from receipt of said notice to
make payment in full • all outstanding invoiced payments due;
(3) If the cited reason for termination is Customer's failure to fulfill its
responsibilities, Customer shall have ninety (90) days from receipt of said
notice to correct any actual deficiencies in order to satisfy the terms of this
Contract.
(c) In the event of termination by either party, STW shall continue to provide services,
as previously scheduled, through the termination date and Customer shall continue tLi
pay all fees and charges incurred through the termination date as provided in this
Co-ftract.
(d) This Contract may be terminated without judicial or administrative resolution if
Customer • STW, or any • Customer's, • STW's employees • representatives
breach any term • condition _•
(e) Either
• may • this Contract in the event of bankruptcy, •
and/or assignment for the benefit of creditors of or by either party.
(h) This Contract shall endure to the benefit of and bind parties hereto, their successors
and assigns.
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STW Extended Support Agreement
"a) All notices or approvals required or permitted under this Contract must be given in
writing. Any waiver or modification of this Contract will not be effective unless
executed in writing and signed by STW.
(b) This Contract will bind both the Customer's and STW's successors -in -interest. This
Contract will be governed by and interpreted in accordance with the laws of the State
of Texas, U.S.A. If any provision of this Contract is held to be unenforceable, in
whole or in part, such holding will not affect the validity of the other provisions of
this Contract.
(c) This Contract constitutes the complete and entire statement of all conditions and
representations of the agreement between STW and Customer with respect to its
subject matter.
61' 6 �14 0 M 41M. 110
0 1
STW is an independent contractor. The personnel of one party shall not in any way be
considered agents or employees of the other. To the extent provided for by law, each party shall
be responsible for the acts of its own employees.
Each party shall be responsible for Worker Compensation coverage for its own personnel. STW
shall not commence work under this Contract until it has obtained Worker Compensation
Insurance. STW shall procure and maintain, during the term of this Contract, Worker
Conriensation Insurance for all of its eW,,,Iogjees or iqirVT4d
performed. Should Customer require other insurance coverage of STW, it shall be provided at
Customer's expense upon notice to STW.
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Notices to STW shall be mailed certified mail, return receipt requested to: Mr. David Johnson,
212 East Franklin, Grapevine, TX 7605 1.
Lei I VA*J eve I v I or-tv I I rm Am I C -i I WON I IT-MR1111KILM ME16=91 I IN lw�61111
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STW Extended Support Agreement
The initial term of this agreement is one year from the date of the authorized signatures provided
below, and will • renew annually unless notice • termination is given • either
party. Reasonable prices increases are applicable after the first year of the contract.
This Contract contains the complete and exclusive statement of the Extended Support
Agreement Contract between the parties concerning the matters referred to herein and replaces
any prior oral or written representations or communications between the parties. Each individual
signing below represents that they have the requisite authority to execute this Contract on behalf
of the organization for which they represent and that all necessary formalities have been met.
STM, INC.
By:
liavid Johnson, President
Date:
ssu��
By:
Authorized signature Title
N & Title
Date:
. . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
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STW Extended Support Agreement
below, and will automatically renew annually unless notice of termination is given by either
party. Reasonable prices increases are applicable after the first year of the contract.
This Contract contains the complete and exclusive statement of the Extended Support
Agreement Contract between the parties concerning the matters referred to herein and replaces
any prior oral or written representations or communications between the parties. Each individual
signing below represents that they have the requisite authority to execute this Contract on behalf
of the organization for which they represent and that all necessary formalities have been met.
•IIIIIIII I I IlII I II I I I II I I I Ii I I I I I I•'I III I III II I'II I• I I I I I II I MUMMI-1
•FaNOWIT-W,
ST' I
By:
David Johnson, President
Date: /6 ®/
0
Name & Title
Date:
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STW Extended Support Agreement
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2. Payment Schedule: Customer shall pay STW upon receipt of a valid invoice within thirty (30
days) of the receipt of an invoice for one time license fees, installation, training, conversion,
travel charges. Annual Maintenance and Lease fees as set forth in Paragraph 2 hereof shall be
and payable when the specific application is in production use by the customer, and then annual
from the effective date of this Contract.
3. Use of Independent Contractors. STW may engage independent contractors to perform all or p
of STW's obligations under this Contract. i
4. Hourly Charges. Charges for additional services performed are $112.50 to $150.00 per hour
(hourly rate based upon the individual), plus out-of-pocket expenses. The rates shown are
the current rates at the time of contract signing. Hourly rates may change and will be billed
at STW's current hourly rates.
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ST W software
LapTlication
General Ledger, Budget, Accounts Payable,
Y4,680.00
and Fixed Assets
Utility Billing / Cash Receipts
Y 4,320.00
Payroll
Y 3,200.00
Payroll Timesheets
Y 1,560.00
Purchase Mangernent / Requisitions
Y 3,000.00
Report Distribution
Y 730.00
Payroll Budgeting
Y 22880.00
Purchase Card
Y 29000.00
Miscellaneous Accounts Receivable
Y 2,000.00
ST W AMlication Secure !j
Y 1,250.00
Deskto& Printers
p
Y 1,500.00
Database Administration Support
Y 1,500.00
Reporting Tools
Infor Q&A Vision
Y 1,250.00
Intellicus
Y 1,250.00
2. Payment Schedule: Customer shall pay STW upon receipt of a valid invoice within thirty (30
days) of the receipt of an invoice for one time license fees, installation, training, conversion,
travel charges. Annual Maintenance and Lease fees as set forth in Paragraph 2 hereof shall be
and payable when the specific application is in production use by the customer, and then annual
from the effective date of this Contract.
3. Use of Independent Contractors. STW may engage independent contractors to perform all or p
of STW's obligations under this Contract. i
4. Hourly Charges. Charges for additional services performed are $112.50 to $150.00 per hour
(hourly rate based upon the individual), plus out-of-pocket expenses. The rates shown are
the current rates at the time of contract signing. Hourly rates may change and will be billed
at STW's current hourly rates.
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