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Business Records Corp Software Support AgreementBUSINESS RECORDS CORPORATION SOFTWARE SUPPORT AGREEMENT This AGREEMENT is made between BUSINESS RECORDS CORPORATION (BRC) , and the signatory CLIENT, in order to clearly state their mutual responsibilities and commitments. SERVICE: BRC will provide the computer consulting and program services as specified and defined entirely by this agreement. These may include: consulting, training, installation assistance, modification, maintenance or enhancement of software. WARRANTIES AND LIABILITIES: All services will be provided by qualified staff, properly supervised, and will meet the specifications agreed to by both parties. Those services performed by BRC which are determined by BRC to be of less than professional quality shall be corrected without charge to the CLIENT. Corrections may take the form of 1) changed documentation; 2) changed source cr object code; 3) procedures to bypass the problem; or 4) additional support. UNDERSTANDINGS: All services performed by BRC under this agreement will be paid for by the CLIENT according to the agreed fee structure and within 30 days after the date of invoice. BRC retains all proprietary rights to source programs, object programs, subroutines, layouts, formats, documentation, .and techniques which were prepared on behalf of the CLIENT, unless a specific exception is stated herein. BRC will make its best effort to schedule and meet scheduled commitments in the order of priority most important to the CLIENT, taking into consideration the time schedule, the workload of its employees and disruption of CLIENTS' schedules. This agreement is governed by the laws of the State of and is the entire agreement between the parties. A waive of any part of this agreement shall be limited to that specific event and shall not waiver the entire agreement. Any notices required shall be in writing and effective when deposited in the mail properly addressed with prepaid postage. Page 1 of 4 BUSINESS RECORDS CORPORATION SOFTWARE SUPPORT AGREEMENT SOFTWARE SUPPORT PLANS: BUSINESS RECORDS CORPORATION (BRC) will provide the following services in support of the stated applications, based upon the specific plan selected below. Specific services are listed on addendum A which is a part of this agreement. (please initial your selection below) BASIC PLAN Priced at 1% of current software retail price per month _ FULL SERVICE PLAN Priced at 2% of current software retail price per month EXTENDED FULL SERVICE PLAN Priced at 3% of current software retail price per month (Plan features are described within Addendum A) PRODUCTS & FEES The following products are supported by this agreement for the stated fees in accordance with the plan selected. BRC will bill the client either monthly or annually as requested by the client in the next section. Applications �,9yWE _ Fee S120,00 per Mo nth RSONNEL _ 60. per Month per per per TOTAL per PAYMENT OF FEES BRC will bill the client either monthly or annually per the client's request. Payment is due within 30 days after the date of invoices. Please check your choice below: Annual Billing Monthly Billing Page 2 of 4 BUSINESS RECORDS CORPORATION SOFTWARE SUPPORT' AGREEMENT ADDITIONAL SERVICES (charged at hourly rates) On - site visits. Systems analysis, programming, program testing, documentation. Data entry and file conversions. Planning, status meetings and feasibility studies. Hardware and software interfaces. HOURLY RATES WITH SSA* WITHOUT SSA BRC Personnel $ 70.00 per hour $ 95.00 per hour Travel Time 80% of above hourly rate Mileage Included in above travel time Meals, Lodging, Plane Fare, etc. At Actual At Actual * These are "Preferred Customer Billing Rates" offered only to clients signing an SSA with BRC for the specific application(s). SPECIAL PROVISIONS BRC will not initiate action on any item without the express written consent of the CLIENT. BRC will automatically renew this Software Support Agreement and continue the covered services on its anniversary date, unless notified in writing by either party prior to ;said anniversary date. This agreement may only be modified if both parties agree to the specific changes in writing, and add. these as a special addendum to this agreement. BRC guarantees the software support fees for the entire term of this agreement. Hourly rates for additional services are subject to - periodic change. BRC will notify t:he client, in writing, 30 days prior to the date on which the rate he take effect. KEY CLIENT CONTACT BRC requires a key CLIENT contact person who will coordinate support issues governed under this agreement. Client agrees to notify BRC of a change in the key contact person as soon as possible. Please name this person below: Name 11_ L!k c o C; �M Y Je p O ✓z d s Title /�(�9N (> ��(2„EcTalL /�fDJNTi/i Page 3 of 4 BUSINESS RECORDS CORPORATION SOFTWARE SUPPORT' AGREEMENT TERM OF THIS AGREEMENT This agreement may be established for a 1, 2, 3, 4 or 5 year period. Please select the term of your choice below and fill in the from and thru dates of this term. NOTE: BRC guarantees the software support fees for the entire term of this agreement. However, the hourly rates for _additional services are subject to periodic change by BRC. Client does have the right to discontinue support on one or more of the listed software applications with 30 days written notice at the end of clients' current fiscal year. However, reinstatement of a discontinued product will be at the current BRC software support rates. Please circle the term of this agreement and list the from and thru dates this term will cover: 1 YE 2-YEAR 3 YEAR 4 YEAR 5 YEAR FROM J _(� THRU _�Ll AUTHORIZATION The following authorization establishes the mutual understanding and commitment contained in the body of this agreement between BRC and Client in regard to this agreement. Both parties attest to having reviewed this agreement in full and agree to its terms and conditions as stated both in its' body and on any attached addenda. BUSINESS RECORDS CORPORATION tiz BRC AUTH I ED SIGNATURE TITLE i DAT SIGNE _0 � 'r � L'vP rsd CLI NT CLIENT AUTH �IZED �SIENATURE TITLE 7� (7 DAT SIGNED Page 4 of 4 BUSINESS RECORDS CORPORATION SOFTWARE SUPPORT AGREEMENT ADDENDUM[ A FEATURES OF SOFTWARI: SUPPORT PLANS BASIC PLAN (1% of current 'one time" software list price per month) The customer receives one hour of telephone support on an application per calendar month,. The telephone support time is recorded in 15 minute increments until the one hour is used up. After the customer receives one: hour of telephone support on an application within a calendar month, the customer is charged on a per call basis. The customer is billed a minimum of one hour for each call after they have used up their one hour of basic telephone support on a program. The telephone support time is recorded by customer, by program, by calendar month. A customer cannot transfer telephone support time that has not been used by one application to another application. The customer receives all documented program "fixes" for a media and administrative preparation charge only. - Requested additional services are scheduled and performed on a "best effort" basis. - Requested additional services are billed at the "Preferred Customer Rates ". The customer is charged an entrance fee to BRC User Group Meetings. FULL SERVICE PLAN (2% of current 'one time" software list price per month) The customer receives unlimited telephone support time for the specified application(s). Requested additional services are scheduled and performed on a "best effort" basis. - Requested additional services aria billed at a "Preferred Customer Billing Rates ". BRC warrants its software against program problems /bugs which adversely affect the normal operation of the program /application. The customer will receive "fixes" to documented problems /bugs for a media & handling charge only. SSA Addendum A (Page 1 of 2) The customer receives all changes required by changes in Federal or State law or mandate for a media and administrative preparation charge only. The customer receives unlimited education for the specified application(s) at a BRC location during BRC regularly scheduled product training sessions. The customer receives free admission to any BRC user meetings. EXTENDED FULL SERVICE PLAN (3% of current "one time" software list pHce per month) - The customer receives unlimited telephone support time for the specified application(s). - Requested additional services are scheduled and performed on a "best effort" basis. Requested additional services are billed at the "Preferred Customer Billing Rates ". BRC warrants its software against program problems /bugs which adversely affect the normal operation of the program /application. The customer will receive "fixes" to documented problems /bugs. The customer receives all changers required by change in Federal or State law or mandate. The media and administrative preparation charge is waived. The customer receives unlimited education for the specified application(s) at a BRC location during BRC regularly scheduled product training sessions. The customer receives all standard generally available enhancements to the programs at no charge and no media /administrative handling charge. Enhancements are considered to be any change to a program, i.e., any release, version, upgrade or modification. If a single program is broken into multiple programs that are functionally more specific, the customer will receive all of the new programs. Note: In the situation where a single program is broken into multiple programs, the customer must acquire maintenance and support for each new program on an individual basis. Media and handling charges are waived for all program /application distributions for the specified application(s). The customer receives free admission to any users group meeting. SSA Addendum A (Page 2 of 2) Q BUSINESS RECORDS CORPORATION SOFTWARE ]:ICENSE AGREEMENT THIS AGREEMENT is made between BUSINESS RECORDS CORPORATION, a Texas corporation, referred to in this document as "BRC, and / I /I / / • / referred to as "CLIENT ", in order to clearly state the mutual responsibilities, consideration and commitments they have agreed to. A. SPECIFIC PRODUCTS AND FEES. BRC will provide the Customer with the Licensed Software Product listed below at the stated license fee. Software Product License Fee M4%f — $ 2,500.00 iP&M UCL — $ 2,500.00 1 10claL cati.vn ''vn Che.ch �ec $ 1,120.00 �vb '///7 — Each Licensed Software product consists of object programs, control language procedures and a user reference manual. CLIENT acknowledges that changes to the user reference manuals, which describe the operation of CLIENT'S specific systems are to be prepared by the CLIENT. B. TRAINING, ASSISTANCE AND CONSULTATION. Included in the license fees, BRC will provide CLIENT with training, assistance or consultation as limited to thE: man hours set forth and conducted on the premises of BRC (YALch ifaV cvnAiAf v� 3 dap, clamnvvm trtain�nc� cv�tA punchaze v "full .Scnv�ce." SS4. C. LIMITED SERVICES. This agreement specifically excludes: (1) additional consulting, training and installation assistance. (2) modification or development of Licensed Software Products. (3) updating of Licensed Software Products after the first 90 days from date of delivery, or 6 months from date of contract, whichever happens first. (4) conversion from predecessor systems. These services are separate and apart from this agreement and are properly a part of a PROFESSIONAL SERVICES AGREEMENT. D. LIMITED LICENSE. CLIENT is granted a license to use the Licensed Software Products indicated. This license is granted for use by the CLIENT on a single computer processing unit and is not to be duplicated other than for internal backup copies or used by others without the express written permission of BRC. BUSINESS RECORDS COPORATION SOFTWARE LICENSE AGREEMENT Page 2 The license may not be transferred to any processing unit other than the original processor on which the software is installed without the express written consent of BRC. The processing unit with which. the Licensed Software is originally installed and is to be used if identified as follows: T_R_M_ System 36 Computer Type 0300 Torre Ave., Cupertino, CA Location 45575 Serial Number E. ACCESS TO UPDATED VERSIONS. For a period of 90 days following the delivery of the software or 6 months from date of contract, whichever comes first, CLIENT will be entitled to all corrections or enhancements to the standard unmodified Licensed Software Products. After this: period, CLIENT may elect to obtain updated versions of the Licensed Software Products through a Software Support Agreement. F. LIMITED WARRANTY. BRC represents that its sales literature and illustrative brochures are accurate in all material respects. Licensed software products are, however, subject to continued revision and may, at times, be at variance with sales literature. For a period of 90 days following the date of delivery, BRC agrees to correct, at its expense, and in a timely manner, all substantive errors reported in writing by the client. The correction of the licensed software products may take the form of (1) corrected documentation, (2) corrected source or object code, or notice of availability of corrected code, (3) or a change in functional definition of the licensed software product. BRC will remain diligent in its efforts to correct errors. BRC will not be liable for any lost profits, or for any claim or demand against customer by any other party, and in no event will BRC be liable for consequential damages even if BRC has been advised of the possibility of such damages. BRC AND CLIENT ACKNOWLEDGES THAT THIS AGREEMENT DOES NOT CONSTITUTE A SALE OF GOODS AND THAT THERE ARE NO WARRANTIES MADE OR INTENDED, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MIRCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. G. RESPONSIBILITY FOR USE AND CONTROL. CLIENT agrees that it will be exclusively responsible for the supervision, management, and control of its use of the Licensed Software products; such responsibilities include, but are not limited to: (1) Insuring proper machine configuration, program installation, audit controls, and operating methods; BUSINESS RECORDS CORPORATION SOFTWARE LICENSE AGREEMENT Page 3 (2) Establishing adequate software, hardware and data back up and recovery plans, based on alternate procedures; (3) Implementing sufficient procedures and check points to satisfy CLIENT'S requirements for security and the accuracy of input and output; (4) Providing qualified and properly trained computer operators. (5) Providing all forms and supplies necessary for the system. (6) Providing all necessary data preparation and entry. H. PROPRIETARY RIGHTS. CLIENT recognizes that the Software Products licensed under this agreement are proprietary; and that BRC or the Licensed Software product's owner, referred to as "Proprietor ", RETAINS OWNERSHIP OF ALL RIGHTS, TITLE AND INTEREST TO ITS LICENSED SOFTWARE PRODUCTS, which includes source programs, object programs, control language procedures, systems design, modular program structure, system logic flow, technical documentation, report and video formats, subroutines, processing techniques and procedures, and report generation. All enhancements made on behalf of CLIENT by BIZC will be proprietary to BRC. Any improvements, creations, etc., whether patented, copyrighted or not, made by employees or agents of the CLIENT which relate to the System's data processing techniques by their work in connection with the System, are to be reported to BRC. The CLIENT hereby grants and agrees to grant to BRC the unrestricted right to practice such improvements, and to license others to practice such improvements without charge. I. CONFIDENTIAL AND VAI;UABLE SUBSTANCE. CLIENT recognizes that the Licensed Software Products have substantial monetary value and are considered TRADE SECRET, PROPRIETARY and CONFIDENTIAL. Proprietor is desirous of mai=aining rigorous control over these Licensed Software Products. CLIENT, therefore, agrees that it will exercise due care to prevent disclosure of the Licensed Software products including: (1) CLIENT shall insure that any identification labels or legal notices contained in any aspect of the Licensed Software Products are not modified, suppressed or in any other way made inconspicuous; (2) CLIENT shall restrict access to the Licensed Software products to only those employees of the CLIENT who must have access in order to perform their specific obligations in the CLIENT'S business. CLIENT shall take all necessary and proper precautions to insure that unnecessary and unauthorized access to the Licensed Software Products by its employees does not occur; BUSINESS RECORDS CORPORATION SOFTWARE LICENSE AGREEMENT Page 4 (3) CLIENT agrees that it will take all reasonable precautions to insure that non - CLIENT personnel, including non - employee agents of CLIENT, do not obtain access to or knowledge of the Confidential Information without first obtaining the express written consent of BRC. BRC agrees that it will not unreasonably withhold such consent; (4) CLIENT will use all reasonable precautions to prevent the Licensed Software Products from being acquired by unauthorized persons; (5) CLIENT shall treat the ideas and expressions contained in the Software products as TRADE SECRET, PROPRIETARY and CONFIDENTIAL and belonging solely to Proprietor and shall not, without the prior written permission of proprietor, copy or duplicate any physical embodiments of the Licensed Software Products, other than for internal backup purposes; (6) CLIENT agrees to notify BRC immediately of any unauthorized possession, use or knowledge of any Licensed Software Products. CLIENT shall promptly furnish BRC with full details of such possession, use or knowledge, assist in preventing any recurrence thereof and cooperate with BRC in any litigation or other proceedings deemed necessary by BRC to protect Proprietor's rights. J • ""IRX /il= XXXXS"s�'�l',�, 'X f�i'�X�1Y�'X X. ' '�X ' �X�l', �' �`, �1, �` X�i��XXj� ,�/�r�t�X,�,�f2�'�,'�X�XX$��QC, �'# XXX�' XX� `,�i`,�1f�',�(�`i't'�XXXn�(�' �`,�i11X�' `RS@�i�Jf R. DELIVERY AND PAYMENT. CLIENT agrees to pay, on a non- refundable basis, 800 of the software license fees upon signing this agreement, and the remaining 20o within 30 days of receipt of the product. L. TAXES. The contract price does not include taxes of any kind. If under any applicable law, BRC is required to collect or pay taxes on the software prod ucts or services furnished in this agreement, exclusive of income taxes, the CLIENT agrees to pay to BRC amounts equal to the resul - zing taxes. M. ASSIGNMENT. This agreement and the rights granted by it cannot be assigned or otherwise transferred by the CLIENT without the prior written consent of BRC and BRC agrees that it will not unreasonable withhold such consent. BRC may assign its rights without the consent of CLIENT. BUSINESS RECORDS CORPORATION SOFTWARE LICENSE AGREEMENT Page 5 N. TERM. Client is granted a license to use the Licensed Software Products indicated in Item D for a period of Ninety -Nine (99) years. Either party may germinate this agreement prior to its expiration for the failure of the other party to comply with a major provision or condition set forth herein by giving thirty (30) days written notice of a desire to terminate, and the specific grounds, to the other party. "he non - terminating party may contest the procedure. The party wishing to terminate the agreement shall have the burden of proof. While the decision of the arbitrator is pending, this agreement shall remain binding on the parties. All disputes involving the termination of this agreement shall be submitted to an arbitrator appointed by, and operating under, the rules of the American Arbitration Association. The written decision of the arbitrator shall be final and binding upon the parties. Upon termination by eithE!r party, CLIENT will furnish to BRC a completed form entitled "CLIENT Licensed Program Certification of Return or Destruction" certifying that through the CLIENT'S best effort, and to the best of the CLIENT'S knowledge, the original and all copies of the Licensed Software products received from BRC or made in connection with such license have been returned or destroyed. This requirement will apply to all copies in any form including translations, whethE�r partial or complete, and whether or not modified or merged into other program materials as authorized herein. O. GENERAL UNDERSTANDINGS. The commitments in this agreement are based on the following understandings: (1) Governing Law, Waiver, Notices. This agreement will be governed by the laws of the State of Texas, and is the entire agreement between the parties. A waiver of any part of this agreement shall be limited to that specific event and shall not be a waiver of the entire agreement. Any notices required in this agreement will be effective when in writing,-and when deposited in the mail properly addressed with prepa::d postage. (2) Litigation. If CLIENT defaults in * any part of this agreement, CLIENT shall pay to BRC all costs and expenses, including actual attorney's fees, which it incurs from enforcing this agreement. No action, regardless of form, arising out this agreement may be brought by either part more than one year after the cause of action has arisen. BUSINESS RECORDS CORPORATION SOFTWARE LICENSE AGREEMENT Page 6 P. ACKNOWLEDGEMENT. By signing this contract, the CLIENT acknowledges that the CLIENT :has read this agreement, understands it, and agrees to be bound by all of its terms and conditions; and further agrees that it is the complete and exclusive statement of the agreement between the par :ies, which supersedes all prior and concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this agreement. AUTHORIZATION Accepted by: BUSINESS Charles BRC Vice Customer RECORDS CORPORATION ennison - President Support & Services Dat Accepted by: City of Cupertino Client CLIENT Autho zed Signature Blaine Snyder Name (Type or Print) Direct of Finance Title September 18, 1990 Date