HomeMy WebLinkAbout11- Information Services CITY OF' SAN BERNARDINO REQUEST FOR COUNCIL ACTION
From: JANIS INGELS, Subject: ANNUAL MAINTENANCE OF OPTICAL
DIRECTOR OF MIS IMAGING HARDWARE AND SOFTWARE.
Dept: ADMINISTRATION/MANAGEMENT
INFORMATION SERVICES o
Date: JUNE 20, 1996
Synopsis of Previous Council action:
ON AUGUST 21, 1995, COMMUNITY DEVELOPMENT COMMISSION
APPROVED PURCHASE OF AN OPTICAL IMAGING SYSTEM FOR
POLICE AND CITY CLERK'S DEPARTMENTS. ITEM NO. RS-2
ON JANUARY 22, 1996, COUNCIL APPROVED PURCHASE OF
OPTICAL IMAGING SYSTEM FOR FINANCE DEPARTMENT.
RESOLUTION #96-20 _;U 25 r96 km 761
Recommended motion:
ADOPT RESOLUTION_
}
Signature
0
Contact person: JANIS INGELS Phone: 384-5010
Supporting data attached: STAFF REPORT, AGREEMENTS Ward:
FUNDING REQUIREMENTS: Amount: $37,265.00
Source: (Acct. No.) 679-251-5172
Acct. Description) EQUIPMENT MA NTENANCE
Finance•
Council Notes:
Ke5 7/5/816
75-0262 Agenda Item No. •
CITE' OFr SAN BERNARDINO - REQUEST FOR COUNCIL ACTION -
STAFF REPORT
This maintenance contract provides annual maintenance
for the period July 1, 1996 through June 30, 1997 by
Adaptive Information Systems for the following optical
imaging hardware and software:
Shared by Police, City Clerk's, and Finance:
OTG software (Jukebox management)
Visiflow software
Microsoft SQL software
Jukebox hardware $31 ,518.00
Police Only:
1 Optical Drive $ 738.00
Clerk Only:
Excalibur Full Text Search 1,275-00
Software
Finance Only:
Optical. Character Recognition 3,734.00
for Forms Software
Sub-Total 5,747.00
Annual Amount $37,265.00
75-0264
00 Py Agreement No
Hardware Support Agreement
its Hardware Support Agreement (hereinafter "Support Agreement') is between Adaptive Information Systems, Inc (hereinafter
.: "Distributor") and
ustomer Name](hereinafter"Customer")
Distributor agrees to provide to Customer the services described below for the hardware for which hardware support services are elected on Schedule A
(the"Covered Hardware"),in accordance with the following terms and conditions:
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS. THEY ARE IMPORTANT AND WILL FORM THE
BINDING CONTRACT BETWEEN ADAPTIVE INFORMATION SYSTEMS AND CUSTOMER.
1. TERM. This Agreement shall not be effective until signed by the Customer and by an authorized officer of AIS. The initial term shall terminate on
December 31 of the year in which the initial term commenced. After the initial term, Support Services shall be automatically renewed for successive
one(1)year periods unless either party notifies the other on or before ninety(90)days prior to the end of the then existing term.
2. ELIGIBILITY FOR SERVICE. Equipment listed in the Schedule A (hereinafter called "Equipment") is eligible for service under this Agreement
provided it is in good operating condition, AIS's serviceability requirements are met, and manufacturer's serviceability, equipment and site
environmental, safety, and health conditions are met. Equipment which is not in good operating condition, as determined solely by AIS, may be
repaired and/or serviced by AIS prior to Service Commencement under this Agreement to bring it to god operating condition under the then prevailing
AIS Billable Call Maintenance Service rate and pursuant to AIS's standard terms and conditions for Maintenance Service. In the event that any
Equipment listed on the Schedule A cannot be restored to good operating condition or does not meet AIS's serviceability requirements as determined
solely by AIS, this Agreement may be terminated or the equipment may be excluded from the Schedule A and not accepted for service under this
Agreement at AIS's sole option. Maintenance Services are available only for Equipment having a valid AIS serial number
3. SERVICE RESPONSIBILITIES OF AIS. AIS shall provide the following Covered Maintenance Service on the Equipment
a. Provide on-call Covered Maintenance Remedial Service to keep the Equipment in good working order during the Principal Period of Maintenance
(hereinafter called "PPM") listed in the Schedule A, from 800 a.m. to 6.00 p.m-, local time, Monday through Friday (excluding AIS's regular
holidays specified in AIS's standard holiday schedule as hereafter adapted from time to time) AIS will use its best efforts to provide on-call
Covered Maintenance Remedial Service at the Customer's site within an average time of four (4) hours following notification of an Equipment
malfunction.
b. Provide Preventive Maintenance on the date and time listed on the Service Schedule(excluding AIS's regular holidays as set forth above)
C. Provide suitable parts on an exchange basis for defective or malfunctioning Equipment parts. Such exchanged parts shall have a life expectancy
not less than the majority of the piece of Equipment. Exchanged parts removed from the Equipment shall become the property of AIS. Parts
installed in the Equipment will become the property of the Customer provided timely payment of AIS's charges for maintenance service is made
by Customer.
d Provide all parts and labor for a manufacturer's Mandatory Field Change Order ("FCO") pertaining to Equipment, when mandated by
Manufacturer for product safety, personal injury, or property damage reasons or when, in AIS's sole opinion, product reliability or maintenance
would be improved.
e. Provide labor only for Manufacturer's Required (FCO's relating to product performance improvement or to design deficiency correction on
covered Equipment.
4 MAINTENANCE NOT INCLUDED. Covered Maintenance shall not include the following
a Requests for service after the PPM listed in the Service Schedule or outside geographic areas covered by the Service Schedule
b. Service provided for apparent or actual malfunctions or failures which are the result of operator error, software error,tampering,accident,misuse,
neglect, abuse, improper use or treatment of Equipment, including unauthorized alteration, use, or interconnection of Equipment by electrical,
electronic, or mechanical means with non-compatible Equipment or software or with equipment or software not provided by AIS, unauthorized
service(including,but not limited lo,repair,adjustment,installation,modification,or reconfiguration)by a party other than AIS or a party approved
by AIS, maintenance or failures in equipment not serviced by AIS, unauthorized or improper movement or transportation of Equipment, electrical
failure or malfunction external to the Equipment,failure or malfunction of air conditioning or humidity control,accident,or acts of God.
C, Service,installation,removal,refurbishment,or reconfiguration of equipment or devices not provided by AIS
d Performance of normal operator functions.
e. Supplies and accessories used in Equipment operation,or exterior painting or refinishing of Equipment
I. Requests for service for installation,removal(de-installation),refurbishment,or reconfiguration of Equipment
g Service for Manufacturer's Improvement Field Change Order ("FCO") relating to improvement of hardware product relative to speed, capacity,
and the like or any other FCO not covered in Section 3(d) or 3(e) above, including but not limited to an FCO dated after the PPM or an FCO
issued prior to the PPM but not performed.
THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS ALL OF THE,TERMS AND CONDITIONS SET FORTH
ABOVE, INCLUDING THE LIMITED WARRANTY, THE REMEDY,THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AND
REMEDY, AND THE ENTIRE AGREEMENT SECTIONS, AND ACCEPTS AND AGREES TO BE BOUND BY ALL OF THOSE TERMS AND
CONDITIONS.
5 RESERVATION OF RIGHTS.
a AIS reserves the right to terminate service on or refuse to service any or all Equipment,when, as determined solely by AIS, a hazard to safety or
health exists at the Equipment site location.
b. AIS reserves the right, after the initial term of this Agreement or anytime thereafter, to terminate any or all Equipment fisted in the Schedule A,
when in AIS's opinion Equipment cannot be properly maintained on-site due to excessive wear, Equipment deterioration or unavailability of parts,
upon giving thirty(30)days'prior written notification to Customer-
s. AIS reserves the right to provide Customer with Maintenance Service on equipment not covered under this Agreement or excluded from Covered
Maintenance,which will be charged to the Customer at the then prevailing AIS Billable Call Maintenance Service rates and standard terms and
conditions In the event Billable Call Maintenance Service is provided on Equipment for service after the PPM, the Customer will be charged for
the part(s)or materials used
i
d AIS reserves the right to determine assignment of its employees
e. AIS reserves the right to subcontract service and maintenance of Equipment without additional charge to Customer, when in AIS's sole opinion
such subcontracting is necessary to provide service. AIS shall be responsible for providing appropriate supervision to ensure that such service
and maintenance meets or exceeds AIS's responsibilities under this Agreement
RESPONSIBILITY OF CUSTOMER. The Customer shall:
a. Provide immediate notification of Equipment malfunction to AIS
b. Notify AIS promptly if the requested service is or may be covered by Customer's 90 day remedy for purportedly detective parts previously
installed by AIS.
C. Allow AIS full and unrestricted access to all Equipment,communications,power,light,and other necessary facilities.
d. Ensure that Customer representative is present at all times while AIS is servicing the Equipment
e. Allow AIS a reasonable work space and storage in the same area as the Equipment facilities.
I. Maintain site conditions within the common environmental range of all Equipment and media as specified by Manufacturer's and AIS's equipment
and site environmental,safety,and health requirements.
g. Use only Manufacturer's toners, developer, drums, and cartridges in non-impact printer products. Use of foreign material will render this
Agreement null and void.
h. Provide and assume complete responsibility for security and back-up of data and information recorded on or in Equipment as Customer considers
necessary.
i. Ensure that the person signing this Agreement has the authority to sign on behalf of Customer.
NOTE: AIS WILL NOT BE RESPONSIBLE FOR THE LOSS,DAMAGE,OR DISCLOSURE OF DATA.
7. MOVEMENT OF EQUIPMENT.
a. The Customer will provide to AIS thirty (30) days' prior written notification of an Equipment move. AIS will be under no obligation to continue
Covered Maintenance if Equipment is moved without AIS's prior written approval.
b. At AIS's option, AIS may provide to the Customer removal (de-installation) and reinstallation services at the then prevailing Billable Call
Maintenance Service rates and standard terms and conditions. Monthly maintenance charges will be suspended when Equipment is removed
(de-installed)and restored on the day after reinstallation,provided Equipment remains eligible for service.
C. AIS reserves the right to discontinue Maintenance Services under this Agreement for Equipment relocated outside the service area of an AIS
office.
8. CHARGES AND PAYMENT.
a. The Customer will be charged for Covered Maintenance for Equipment as specified in the Schedule A and invoiced on an annual basis. In
addition, the Customer will be invoiced currently,as it may occur, for individual Equipment or system retirement or addition. The Customer may
then choose a payment schedule as specified on the respective invoice according to the then current AIS payment policy.
b. The Customer's payment is to be made on the first day of the first month of each payment period.
c. The Customer will be charged at the then current prevailing rates and standard terms and conditions for Billable Call Maintenance Service as it
occurs and will promptly pay these invoices when rendered.
d. Any sums due and unpaid for more than thirty(30)days shall be subject to a late charge of one and one-half percent(1.5%)per thirty-day period
(18%)annual percentage rate) from the date payment is due, not to exceed the maximum permitted by law. Any sums not contested in writing
within fifteen(15)days after the invoice is rendered or the payment is due shall be final. The Customer agrees to pay all costs and expenses of
collection, including attorneys' fees permitted by law, incurred by AIS as a result of the Customer's failure to pay any charges for Maintenance
Service under this Agreement.
e. Charges for Covered Maintenance Service will be prorated as necessary at 1/30th of the monthly maintenance charge for each calendar day.
I. All charges for Covered or Billable Call Maintenance Service specified in this Agreement are exclusive of all federal, state, municipal, or other
government excise,sales,use,occupational,or like taxes now in force or enacted in the future,and,therefore,are subject to an increase equal in
amount to any tax AIS may be required to collect or pay upon the services or materials furnished hereunder
9. LIMITED WARRANTY:
a. AIS warrants that product or parts thereof repaired or serviced by AIS will be free from defects in material and workmanship when used normally,
with reasonable care,and with proper service and maintenance,for a period of ninety(90)days from the date of the repair or service.
b. AIS does not warrant that its products will meet Customer's requirements or that their use or operation will be uninterrupted or error free.
C. The LIMITED WARRANTY set forth above shall not apply(1)to the application Software,which is furnished"AS IS,"without any warranty of any
kind; (ii) to any cause of failure to malfunction other than defects in material or workmanship; (iii) to any AIS product or part thereof which has
been tampered with, altered, installed, moved, transported, adjusted, reconfigured, repaired, maintained, or serviced by anyone except AIS or
someone authorized by AIS, or which has been subjected to accident, misuse, neglect, abuse, improper use, misapplication, alteration,
interconnection by electrical,electronic,or mechanical means with non-compatible equipment or software,power failure,failure of temperature or
humidity controls,or exposure to any use or environment of greater severity than that for which the product or part was manufactured and sold,
and(iv)to glass breakage,lamp failure,paper toner,or other parts which require repair or replacement due to normal wear and tear.
d. The LIMITED WARRANTY set forth above does not extend to anyone other than the original Customer from AIS and may not be assigned by the
original Customer.
e. AIS does not authorize any person to assume for AIS,either in writing or orally,any other liability or to make any other warranty or to provide any
other remedy in connection with any AIS products or parts thereof
10. REMEDY:
a. AIS's ENTIRE OBLIGATION, AND CUSTOMER'S EXCLUSIVE REMEDY, UNDER THE LIMITED WARRANTY SET FORTH ABOVE IS
LIMITED,AT AIS's SOLE OPTION,TO THE REPAIR,REPLACEMENT,OR REFUND OF THE SERVICE CHARGES PAID BY CUSTOMER
FOR THE REPAIR OR SERVICING OF ANY PRODUCT OR PART THEREOF DETERMINED BY AIS TO BE DEFECTIVE IN MATERIAL OR
WORKMANSHIP, provided that written notice of any purported defect is received by AIS's sales or service representatives within ninety (90)
days after the date of the repair or the service at issue. AIS shall not be responsible for the cost of transportation of any product or part thereof
which is returned to it for repair, replacement, or refund. AIS assumes no liability for delay in performing its obligations under the LIMITED
WARRANTY. Replaced products or parts thereof are the property of AIS.
b. THE REMEDY SET FORTH ABOVE IS EXCLUSIVE. All liability of AIS with respect to the repair or servicing of a product or part thereof,
whether based upon warranty, contract, negligence, or any other basis, is limited to, and in no event will exceed, amounts paid by Customer to
AIS for the repair or servicing of that product or part thereof and terminates ninety(90)days after the repair or service.
11 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AND REMEDY.
a AIS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR PARTICULAR PURPOSES OR REQUIREMENTS OR OF
MERCHANTABILITY, WITH RESPECT TO THE MAINTENANCE, REPAIR, OR SERVICING OF ITS PRODUCTS OR ANY PARTS
THEREOF OTHER THAN AS EXPRESSLY SET FORTH ABOVE IN SECTION 10. AIS SHALL NOT INCUR ANY OTHER OBLIGATIONS
OR LIABILITIES AND SHALL NOT BE LIABLE TO CUSTOMER,OR ANY OTHER PARTY, FOR ANY LOSS, DAMAGE, OR EXPENSE OF
ANY KIND OR NATURE CAUSED, DIRECTLY OR INDIRECTLY, BY THE PRODUCT OR ANY UNFITNESS OR INADEQUACY OF THE
PRODUCT, OR BY CUSTOMER'S NEGLIGENCE, OR FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS,
LOSS OF REVENUES,LOSS OF DATE,OR FOR ANY OTHER DAMAGES OR CLAIMS, WHETHER BASED ON STRICT OR ABSOLUTE
TORT LIABILITY,NEGLIGENCE,CONTRACT, OR OTHERWISE,EVEN IF AIS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY
OF SUCH DAMAGES,EXCEPT AS EXPRESSLY UNDERTAKEN BY AIS IN THE REMEDY ABOVE.
b. The LIMITED WARRANTY and the DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AND REMEDY set forth above produce
specific legal rights. Customer may have other rights which vary from state to state. Some states have laws which require warranty and liability
rights differently from those set forth above. In such states the minimum required warranty and liability terms shall apply and any required implied
warranty shall be limited in duration to ninety(90)days after the repair or service at issue.
C. Any action arising out of this Agreement or the services provided hereunder (whether in contract, warranty, or in tort) must be brought by
Customer within one year after the claim to which it relates first becomes known(or reasonably should have become known).
12. DELAYS. AIS shall not be liable for delays in deliveries caused by fire, flood, explosion, accident, materials or energy shortage, labor trouble, war,
sabotage,government law or regulation,or any other cause reasonably beyond its control, but it shall use all reasonable efforts to minimize the extent
of the delay.
13. GENERAL.
a. Assignment. AIS may transfer,assign,or subcontract any or all of its rights,duties,or obligations under this Agreement. The Customer may not
transfer, pledge, or assign any of its rights,duties, or obligations under this Agreement without the prior written consent of AIS. Any attempted
assignment, transfer,or pledge by Customer without AIS's prior written consent is void.
b. AIS's Property. AIS's materials,tools,documentation, diagnostics, and equipment provided to the service site or the Customer shall remain the
sole property of AIS.
C. Termination. Either party may terminate this Agreement, if the other party fails to perform its obligations under this Agreement and such failure
continues for a period of twenty(20)days after written notice of such failure of performance is delivered to the other party. AIS shall have the
right to terminate this Agreement or to withhold Maintenance Services hereunder for nonpayment of services,or if the Customer becomes subject
to any proceeding under the Bankruptcy Act or any statute or other proceeding or remedy generally for the protection of debtors or creditors.
d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
e. Notices. Any notice or other communication relating to this Agreement to either party will be in writing and delivered at, or mailed to, the
addresses listed in the Hardware Support Agreement or to such other address as a party may notity the other party in writing
f. Attorneys Fees. In any action by a party to enforce its rights under this Agreement, the nonprevailing party shall pay the prevailing party's costs
and expenses,including reasonable attorneys'fees
g Entire Agreement. This Agreement, the Service Schedule(s),or any other Schedule(s) that may be attached hereto,and the Sales Order(s)for
the Equipment constitute the complete agreement between AIS and the Customer regarding the subject matter of this agreement and supersede
all prior proposals and agreements,and all other written and oral communications between AIS and Customer,including all terms and conditions
submitted by Customer NO CHANGE,MODIFICATION,TERMINATION,OR WAIVER OF THIS AGREEMENT OR OF ANY OF ITS TERMS
OR CONDITIONS SHALL BE BINDING UNLESS IN WRITING AND SIGNED BY AUTHORIZED REPRESENTATIVES OF AIS AND
CUSTOMER. Neither commencement nor completion of performance or delivery shall be construed or deemed as acceptance of or assent to
Customer's additional or different terms and conditions. If any provision hereof shall be held to be invalid,illegal,or unenforceable, the remaining
provisions shall not be affected and shall be enforced to the fullest extent of the law.
Adaptive Information Systems, Inc. CUSTOMER
26001 Pala Address:
Misson Viejo, CA 92691
City/State/ZIP:
By: By.
(Type or print name): (Type or print name):
Title:
Title:
Date:
Date:
Aoreement No
Software Support Agreement
This Software Support Agreement (hereinafter "Support Agreement") is between Adaptive Information Systems, Inc. (hereinafter "Distributor") and
(hereinafter"Customer")
1. Software Support. Software, (4) efforts to restore the software version and/or data
Distributor agrees to provide to Customer the services described below beyond the most recent back-up, (5) service related to software
for the software for which software support services are elected on other than the Covered Software; (6) service related to unqualified
products,either hardware or software,that are attached or installed
Schedule A(the "Covered Software"), in accordance with the following in the customer system that have not been previously approved by
terms and conditions: Distributor;and(7)service request due to problems that are not the
direct result of Covered Software licensed by Distributor. In the
A. Hours of Service Availability. Payment of the standard Support event that Support Services are provided at a location other than
Fees(as defined in Section 5A)entitles Customer to support sere- Distributor's facilities, then Customer shall be charged Distributor's
ice during the Principal Period of Maintenance ('PPM"). PPM is then current hourly or daily rates for Support Services during all
between the hours of 8:00 a.m.and 5:00 p.m.Pacific time,Monday
through Friday,excluding time plus all reasonable travel and lodging expenses of ng Distributor holidays("Distributors normal Distributor and its representatives. The time actually spent
business hours"). All Covered Software elected in Schedule A or providing Support Services at such other location will be included in
subsequently added by amendment shall have the same PPM. the Support Fees.
Customer may request,in writing,special extended periods of cov-
erage, subject to Distributors current policies, terms, conditions, 2. Customer's Responsibilities
and prices for such service. Customer shall provide reasonable assistance to Distributor in the
performance of Services, including without limitation, providing
B. Scope of Service. Distributor will provide service during the PPM
as long as the Covered Soft Distributor copies of all data and other files reasonably required to verify,
Software is at the current or the next most
current revision level and operated in accordance with Distributor's reproduce, diagnose and resolve reported problems. Customer is responsible for maintenance and installation of any common carrier
published specifications. 'Support Services" are (1) telephone equipment or communication services related to the Covered Software
support to help resolve software failures during the PPM;resolution and not furnished by Distributor, including without limitation, the
may be delivered as a Software Maintenance Update unable necessary modem and remote access software reasonably specified by
software bug fix module or workarounds; (2) reasonable Distributor for the purposes of providing dial-up access to Distributor.
commercial efforts to report and test fixes defects in the Covered Customer is responsible for charges incurred for communication facilities Software that materially and adversely affect the efficiency or use at Customer's facilities, whether incurred by Customer or by Distributor
of the Covered Software as described in Distributors written service representatives while performing service on the Covered
specifications; software program fixes will be provided for the Software. Customer is responsible for performing all system software
current release only; and (3) delivery and/or installation of all backups and restoration of data. Customer shall notify Distributor of any
software revisions provided by vendor that Distributor deems Covered Software failure and shall allow Distributor full and free access
necessary with respect to the Covered Software; and Distributor to the Covered Software for performing Support Services. Customer
will use its best efforts to render Support Services within a
reasonable time. agrees that Distributor shall have all rights and licenses of third parties
necessary or appropriate for Distributor to access the hardware and third
party software in the performance of the Support Services.
C. Enhancements to Covered Software. Distributor agrees to
deliver to Customer without charge any new versions of the 3. Alterations and Additions.
Covered Software that contains only error corrections and minor Distributor will not be responsible to Customer for loss of use of the Cov-
enhancements. Distributor may also offer to Customer new ered Software or for any other liabilities arising from alterations,additions
versions of the Covered Software that contain more than error or modifications which are made to the Covered Software by other than
corrections and minor enhancements, subject to an additional authorized representatives of Distributor. If in the opinion of Distributor,
license fee. Distributor shall have the sole discretion to determine any such alteration, addition or modification adversely affects
whether an updated or enhanced version of the Covered Software Distributors ability to render Support Services, Distributor reserves the
will be subject to an additional license fee. right to terminate this Support Attachment immediately upon written
D. Service Limitations. Support Services are contingent upon the notice to Customer.
proper use of the Covered Software in accordance with Distributor's 4. Term and Applicability to Other Attachments with Distributor
published specifications and does not include any of the following: If Customer elects at the same time as it executes a Purchase,License
(1) service on Covered Software installed in unsafe or hazardous and Service Agreement to have this Support Attachment apply,then (a)
environments, as determined by Distributor; (2) service resulting the initial term shall begin on the "Implementation Date' (the
from accident, neglect, alterations, improper use, or misuse of the "Implementation Date"shall be the date that Covered Software is loaded
Covered Software as necessitated by adjustments and changes
attempted by non-Distributor personnel; (3) service to a version and passes Distributor's test procedures at Customers site),and(b) the
terms of this Support Attachment shall supersede the ninety day (90)
other than the current or the next most current version of the
warranty described in the Standard Software License Attachment. If this
1 AGrAT SWM DOT
Support Attachment first goes into effect at any other time, the initial 7. Supplemental Support Service
term shall commence on the date of execution or initialing of this Support
Attachment. The initial term shall terminate on December 31 of the year A. Movement of Covered Software. Covered Software moved to a
in which the initial term commenced. The term of service for upgrades location within North America shall continue to be serviced under
and other software added as Covered Software aher the initial this Support Attachment at the option of Distributor. Distributor
Implementation Date shall be coterminous with the term of service shall have the right to alter the type and schedule of maintenance
applicable to the Covered Software initially covered. After the initial provided to the relocated Covered Software. Customer shall give
term, Support Services shall be automatically renewed for successive Distributor at least thirty (30) days advance written notice
one (1) year periods unless either party notifies the other on or before specifying the new location prior to any movement.
ninety(90)days prior to the end of the then existing term.
5. Support Fees B. Other Services. Any services rendered by Distributor that are
not included in the scope of Suppon Services, if requested by
A. Definition. "Support Fees" are the total annual charges Customer, will be performed at Distributor's discretion and, if
designated as such on Schedule A. Support Fees cover Support performed, will be charged to Customer at curTent Customer
Services performed at Distributor's facilities. Aher the initial term Service time and material rates and terms then in effect.
and upon thirty(30)days written notice,Distributor may change the 8. Proprietary Rights.
Support Fees to its standard support fees then in effect. If the
Support Fees are increased,Customer may terminate service as of Certain information, product development plans, materials, technical or
the effective date of such increase,upon fifteen(15)days advance nontechnical data, formulas, compilations, programs, devices, methods,
written notice to Distributor. If Customer does not terminate service techniques, drawings, processes, or portions thereof supplied by
as just stipulated,the new Support Fees shall become effective on Distributor, including the Software and the documentation thereof, are
the date specified in the notice. New Support Fees shall not trade secrets and confidential information of Distributor or its suppliers
exceed Distributor's fees charged to similarly situated customers. and are furnished solely to assist Customer in the installation, operafion
and use of the Software. Trade secrets and confidenfial information
S. Invoices. Support Fees will begin ninety (90) days after the include any information that is of value to its owner and is treated as
"Implementation Date". Payment for the initial term is due upon confidential. Customer agrees to hold the trade secrets and confidential
execution or initialing of this Support Attachment. Support Fees for information disclosed by Distributor in strictest confidence and not to,
renewal terms shall be payable annually in advance on or before directly or indirectly,copy, reproduce,distribute, manufacture,duplicate,
January 1 of each year. One-time charges will be invoiced as reveal, report, publish, disclose, cause to be disclosed, or otherwise
incurred. Partial invoicing will be prorated on the basis of a thirty- transfer the trade secrets and confidential information disclosed by
day(30-day) month. Customer shall pay the Support Fee and all Distributor to any third party,or utilize the trade secrets and confidenfial
other invoice charges in full within thirty (30) days of the invoice information disclosed by Distributor for any purpose whatsoever other
date. All amounts payable under this Support Attachment shall be than as expressly contemplated by this Agreement. With regard to trade
paid in U.S. Dollars. secrets, this obligation shall continue for so long as such information
constitutes a trade secret under applicable law. With regard to confi-
C. Default Customer shall be deemed to have defaulted in payment dential information, this obligation shall continue for the term of this
if it has not paid Distributor all amounts due within thirty(30) days Attachment and for a period of five years thereafter.
after receipt of invoice. Customer's failure to pay any charges 9. Source Code Escrow.
when due shall also constitute sufficient cause for Distributor to
suspend or terminate service under this Support Attachment. A copy of the Source Code version of the Software(the"Source Code")
has been placed in the possession of Data Securities International, Inc.
6. LIMITATION OF WARRANTY ("Escrow Agent"), with all fees and expenses to be paid by Customer.
THERE ARE NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING, Customer,and Escrow Agent shall in good faith negotiate an agreement
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF mutually agreeable to the parties which shall include provisions
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE Protecting the confidentiality and non-disclosure of the Source Code and
WITH RESPECT TO THIS SUPPORT ATTACHMENT. THIS shall provide for the terms regarding release of the Source Code.
WARRANTY MAY GIVE CUSTOMER SPECIFIC LEGAL RIGHTS. General Terms and Conditions.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY The parties acknowledge that the General Terms and Conditions contain
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF provisions that govern the entire relationship among the parties.
THE LIMITATIONS OR EXCLUSIONS ABOVE AND IN THE GENERAL Accordingly,in the event of any conflict between the General Terms and
TERMS AND CONDITIONS MAY NOT APPLY TO CERTAIN Conditions and this Support Attachment, the General Terms and
SERVICES. Conditions shall control and govern.
By:Adaptive Information Systems Inc By.
(Type or print name): (Type or print name):
dle. Title:
Date
Date
-2- AMT XT