IMSofTECH/UtilitiesIMSofTech
IMSOFTECH, Inc.
END USER LICENSE AGREE1VIENT
This Agreement (the "Agreement") is made as of the date specified below between
(hereinafter "IMSOFTECH") and the undersigned party (hereinafter "Client").
APPROVEID,
FC)x I so TY;c .
In consideration of the promises and representations set forth herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. BACKGROUND. The following terms and conditions apply to
any computer software programs ordered by Client from
IMSOFTECH hereunder and licensed by IMSOFTECH for Client.
For purposes of this Agreement, "Software" means only the specific
computer software hsted on Attachment "A" in object code
2. LICENSE OF SOFTWARE
A. IMSOFTEC}t grants to Client a limited, non-exclusive,
non-transthrable and personal license to (i) install and operate the
sertatized copy or' the Software for Client's internal, in-house use by
the number of users designated in Attachment A and (ii) make one (1)
archival copy of the Software for back-up purposes only ("Archival
Copy"), Client agrees to affix a conspicuous written label to the
Archival Copy which contains the copyfight notice and all other
information printed on the original media from which the Archival
Copy is made. IMSOFTECH retains all rights to the Software and all
other works of autholship of IMSOFTECH not expressly granted in
this Agreement
B. I Ins license is not a sale of the original Software or
any copies. [MSOFTECH. or its supplier, retains the ownership of
the Software and all subsequent copms of the Software made by
Client, regardless of the thrm in which the copies may exist. The
Software, the accompanying written manuals and documentation
distributed with the Software (the "Documentation"), and the
Archival Copy ale copyrighted works of authorship of IMSOFTECH
or its suppliel and may not be copied, reproduced, modified,
distnbutad or transferred, by any means or in any form. without the
express written permission of IMSOFTECH. Any unauthorized
copying or use of the Soilware or Documentation is a violation of this
Agreement and ma> also constitute a violation of the US Copyright
Act lbr which C/lent could be liable in a civil or criminal action
C. Chent may physically transfer the Soilware from the
designated server to another computer system, provided the Software
is operated only on one server at a time. Client may not electronically
transfer the Software or operate it or any portion thereof in a t/me-
sharing or service bureau operation. Client may not translate. modify,
adapt, disassemble. de-compile or reverse engineer the Software, or
create derivative works based on the Software or Documentation or
D. '1 he Software is provided for use in Client's internal
upon premises owned or leased by Client Except_as expressly
provided heroin Client may not rent, lease, sub-license, sell, assign,
distribute, pledge, transfer. encumber, or otherwise dispose of the
Software or Documentation or any rights granted to Client heroin, on
a temporary or permanent basis, without the prior written consent of
IMSOFTECH, which will not be unreasonably withheld.
3. DELIVERY AND TESTING. IMSOFTECH shall deliver the
Software to the Delixery location as defined on the signature page
addiuonal Sofix~arc. IMSOFTECH may ofti:r to provide it In that
case, the specification, license fees and the delivel2/date of such
additional Softwale, together with the terms and conditions that
apply, will form an addendure to this Agreement.
4. CONSULTING AND TRAINING. IMSOFTECH will provide
consulting and training services (hereafter referred to as Professional
Services) agreed to by the partms under the terms of this Agreement
All Professional Services provided under this Agreement shall be
billed on agme and materials basis at the then current published
prices. Notwithstanding any provisions of this Agreement,
IMSOFTECH may freely utilize any and all ideas, concepts, methods,
know-how or techniques related to programming and processing of
data, discovered or developed by IMSOFTECH during the
performance of Professional Services.
5. RESPONSIBILITIES OF CLIENT. Except as provided herein,
with respect to the Software, Client shall be solely responsible for (i)
their selection of the Software to achieve Client's intended results; (ii)
their use, installation and operation of the Software, except as
expressly set forth in Sechon 4; (iii) the results obtained therefrom;
(iv) providing a safe and suitable location for installation; (v)
providing and maintaining the appropriate environment for operating
the Software; (vi) data ently and loading of Client data and
maintaining back-up and archival copies thereof; and (vii) designating
one (1) qualified and capable full-time employee to serve as Client's
main point of contact with IMSOFTECH for all purposes with respect
to the Software.
6. PAYMENTS AND TAXES.
A. Payment shall be as outlined in Attachment "B", based
on pricing as outlined on Attachment "A'
B. Unless specifically noted as included in total price,
Client will reimburse IMSOFTECH for the necessary and masonable
costs incurred by IMSOFTECH representatives or their agents to
perform Professional Services, or any other services hereunder, for
travel and living expenses and any other reasonable and necessa~
expenses. when such services are performed for the Client.
C. Client shall be solely responsible for any and all
taxes and charges relating to the Software including all sales, use and
property taxes, except taxes measured by IMSOFTECH's gross
revenues or net incori~.
D. The failure of the Client to make any payments on
the dates due, as outlined in Anachment '*A", shall constitute a
default. In addition, any of the following events occurnng prior to
the full payment by Client to IMSOFTECH shall constitute a default:
(i) refusal to accept delivery of the Software; (ii) the return of the
Software by Client without prior authorization from IMSOFTECH,
(iii) the insolvency or bankruptcy of the Client or the making by
Client of an assignment for the benegt of creditors, or the consent of
the Client to the appomtment of a trustee or receiver, or the
appointment without Its consent, of a trustee or receiver, for the
Client or for a substantial part of its property; (iv) the institution by or
against the Client of bankruptcy, reorganization, arrangement or
insolvency proceedings. Upon the occurrence of any such default,
IMSOFTECH at its option and without notice to or demand on the
Client may declare this Agreement in default and thereupon all
Software and all rights of the Client therein shall bc surrendered to
IMSOFTECH. Client shall pay IMSOFTECH all costs and expenses
including shipping charges, attemeys' fees, and collection service
fees, incut~red by IMSOFTECH in exercising any of its rights or
remedies hereunder or in enforcing any of the terms, conditions or
provisions of this Agreement.
7. THIRD PARTY FINANCING. Nothing heroin prohibits Client
from obtaining third party financing for the goods to be delivered as
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provided herein. To the extent Client obtains such financing, Client
shall ensure that the following points are clearly set forth in the
agreement between Client and such third party financing
organization: (i) the Software is licensed to Client on a non-
exclusive, non-trmlsferable and non-assignable basis solely in
accordance with ihis Agreement and may not be used by or
transl~n'ed m an> lk~rm to a third party without the prior winten
consent of IMS( )F I [iC I h which shall not be unreasonably withheld;
and (ii) in the c~cnt Client thils to pay its obligation to the third party
financing organ~zauon and the third party financing organization
repossesses any eqmpment which contains a copy of the Software.
then the Software must be immediately returned to IMSOFTECH.
8. CONFIDENTIALITY AND NONDISCLOSURE. Client
acknowledges the Software and Documentation constitute
copyrighted works of authorship and include confidential information
of IMSOFTEC[I or its suppliers and represent and embody certain
valuable proprietary inlk~rmation and trade secrets of IMSOFTECH or
its suppliers (hcnt agrees not to disclose ol make available the
Sol~ware or Documentation. or any part thereof, to anyone other than
Clienf8 employees and consultants who are required to have access to
the Software or Documentatton in the normal course of installation,
operation or use of the Software or Documentation as set forth in
Section 2 and who bave a legal duty to protect such trade secrets and
confidential inthrmation. Client agrees to implement reasonable
procedures to prevent other persons from obtaining access to or use of
the Software or Documentation. Client acknowledges that
IMSOFTECH or its suppliers will suflbr bTeparable harm should
Client l~ail to abide by the terms and conditions herein and that
IMSOFTECI I shall. m ad&tion to recovering damages. be entitled to
obtain Injunctlxc ~clicl from a court of competent jurisdiction to
enjoin Client li'om woldling this Agreement and/or lnftlnging the
propnetaPj rights of IMSOFTECH or its suppliers The
responsibilities and obligations set forth in this Section and Section 5
shall apply during the term of this Agreement and shall continue
thereafter (i) with respect to trade secrets of IMSOFTECH or its
supplier, as long as such information remains a trade secret under
applicable law. and (ii) with regard to other confidential and
proprietary info~ marion of IMSOFTECH or its suppliers. for a period
of three (3) yea~s afier the termination or expiration of this
Agreement
9. LIMITED ~,'~ ARRANTIES AND DISCLAIMERS
A. IMSOFTECH warrants. for the benefit of
Client alone, that. if for any reason within 120 days of receipt of
fee, (no questions asked), excluding charges for services rendered and
h travel and living expenses.
B. In no event shall IMSOFTECH or its suppliers be
liable for any 4.~l. indirect, consequential or resulting damages or
injury due to lhllure ol the Software. or ~br any lost profits. time,
demand against ('/tom by any other person
warranties
C. OTHER THAN AS EXPRESSLY SET FORTH
HEREIN, IMSOFTECH MAKES NO WARRANTIES, WHETHER
WRITTEN OR ORAL, EXPRESS OR iMPLIED, WITH RESPECT
TO THE SOFTWARE. DOCUMENTATION, EQUIPMENT, OR
SERVICES PROVIDED HEREUNDER, OR ANY
MOD[FICAl lON RJ:VIS[ONS, OR DERIVATIVE WORKS OF
THE SOFTWAP, I: t)R DOCUMENTAT[ON IMSOFTECH DOES
NOT WARRANI IIIAI THE SOFTWARE WILL BE ERROR-
FREE.
A. IMSOFTECH shall defend, at its expense, any legal
action brought against Client based on a claim that the Software
infringes a U.S. Copyright or violates the U.S. trade secret rights of
any third par~. E~Ct~FTECI4 ~ill ;,,.k,, fy a,,d hum h...2~cc~)
Client, its officers, d ctors, employees ~nts, against damages
and costs, includ omeys' fees, penalties and interest, finally
awarded against Client in such actions directly attributable to such
claims; provided that IMSOFTECH is given prompt written notice of
such claim, reasonable assistance from Client, and sole authority to
defend or settle such claim. If the Software becomes, or in
IMSOFTECH's opimon is likely to become, the subject of such a
claim of infringement or violation of a trade secret right, then
IMSOFTECH may, at its option: (i) procure for Client the right to use
the Software free of any liability for inlhingement or violation; (ii)
replace or modi~ the Software to make it non-infringing or non-
violating; or (iii) pay to Client the base software license fee as stated
in Attachment "A", which amount represents a refund of the base
software license fee paid hereunder, Client shall retom the Software
to IMSOFTECH. IMSOFTECN shall have no liability under this
Section for any claim based on modification of the Software, use of
the Software, other than as specified in this Agreement, or use of
other products, either independently or m conjunction with the
Software. IHIS SECTION SETS FORTH THE COMPLETE
LIABILITY OF IMSOFTECH WITH RESPECI TO
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
AND INDEMNIFICATION GRANTED BY IMSOFTECH.
B. Client shall indemnify, defend and hold harmless
IMSOFTECH and its affiliates and their respective officers, directors,
by any third pa~y arising out of the Client's intentional breach of this
agreement, including but nol lirated to, any t~ liability of Client ~
any govemm~tal enti~ in connection with this Agreement; provided
that Client is given prompt ~tten notice of such claim, reasonable
assistmine ftom IMSOFTECH and sole authori~ to defend or settle
such claim.
11. LIMITATION OF LIABILITY.
A. in no event shall IMSOFTECH be liable for any
indirect, special, incidental or consequential damages, including but
not limited te, loss of profits or anticipated profits and loss of
goodwill, even if IMSOFTECH has been informed of the possibility
of such damages. This paragraph shall survive termination of this
Agreement for any reason and shall remain in foil force and effect
despite any failure of any remedy herein.
B. In no event shall Vendor's total liability for any
damages to City under or pursuant to this Contract and/or Agreement
exceed two (2) times the total compensation paid by City to Vendor
under or pursuant to this Contract and/or the Agreement.
C. IMSOFTECH shall not be liable for loss of data files
caused by the City. Client shall protect itself from such loss by
making copies of all data on a regular basis and by having a
procedure that allows it to revert to a previous copy, should that ever
be necessary.
12. US GOVERNMENT RESTRICTED RIGHTS. The
Software and Documentation are provided with RESTRICTED
RIGHTS. Use, duplication, or disclosure by the Government is
subject to restcicbons as set forth in subparagraph (c) (1) (ii) of the
Rights in Technical Data and Con~puter Software Clause at DFARS
252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial
Computer Software - Restricted Rights 48 CFR 52227-19, as
applicable
a~.,~ hc~vf by IMBOFT,ECII and remain in full force and
effect for a period of twelve (12) months thereafter, unless earlier
terminated as provided herein. If Client is in compliance with this
Agreement, Client may elect to extend this Agreement for additional
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terms of twelve (12) months each upon the payment of the Annual
Re-Licensing Fee as set forth in Attachment "A'.
B. Either party may terminate this Agreement if the other
party commits a material breach of any term or condition of this
Agreement which is not remedied within sixty (60) days a~er receipt
ofwfitren notice o/'such breach by the non-breaching party.
C. IMSOFTECH may, at its option terminate support
and other setwee, as specified by this Agreement immediately upon
notice to Client iIn the event (i) Client is dissolved or hquidated or a
trustee or receiver is appointed lbr Client, (ii) bankruptcy or
insolvency proceedings under federal or state law, whether voluntary
or involuntary, are commenced against Client, or (iii) Client makes an
assignment for the benefit of creditors.
D. The provisions of Paragraphs 6, 8, 9, 10, 11 and 19
of this Agreement and all other material provisions shall survive any
termination or e xpl ration of this Agreement and shall bind the parties
and their legal representatives, successors, heirs and assigns.
14. A~SSIGNMENT Neither this Agreement nor any of Client's
rights or obhgal~uns hereunder shall be assigned by Client, in whole
or in part. or by operation of law or otherwise, w~thout the prior
written consent ol' IMSOFTECH. Any attempt to sub-license assign
or transfer the Sottware or any rights of Client herein, by any means
or in any form, without the prior written consent of IMSOFTECH,
which shall not be unreasonably withheld, shall be null and void.
15. AMENDMENT No additional terms, consent, waiver,
alteration or modification of any provision of this Agreement shall be
binding unless m writing and signed by an authorized representative
of both partms
16. WAIVER A~D SEVERABILITY Failure by either party to
enforce at any time any of the provisions of this Agreement shall not
constitute a waiver of such provision nor in any way afl~ct the
validity of this Agreement or any part thereof or the right of the other
party thereafler to enfome the provisions hereof. The provisions of
this Agreement are severable and any provision of this Agreement
that is determined to be void or unenforceable by a court of
competent jurisdiction shall nol affect the enforceability of the
remaining provisions herein, and the remaining provisions shall be
enforced as it this Agreement was originally written without the
invalid pro~s/~lll All Attachments attached hereto are incox]~orated
17. FO__R_CE MAJEURE. Neither party shall be liable for any delay
or failure in pe~thrmance of this Agreement if caused by an act of
God or any factor beyond control of the par~. or as a result of a third
party other than IMSOFTECH or Client, including but not limited to,
failure of the other par~ to comply with its obligations and
IMSofTech
responsibilities hereunder or to provide materials or information
specified herein. In any such event, the date for the party's
performance shall be deferred for a period of time equal to the time
lost by reason of such act of God or other factor beyond control,
provided that the delayed party shall notify the other party of such
occurrence and shall cooperate with the other part~ in mlnirrazing any
adverse impact of such occurrence.
18. NOTICES. All notices required by or relating to this Agreement
shall be in writing and shall be sent to the parties to this Agreement at
their address set forth below or to such other address as either party
may substitute by written notice to the other,
19. GOVERNING LAW. This Agreement shall be gnvemed by,
construed and interpreted in accordance with the laws of the State of
Indiana without giving effect to its conflict of laws. Any litigation or
legal action to enforce or interpret this Agreement shall be filed and
heard only in the state or federal courts located in Hamilton County,
Indiana and Client consents and submits to the exclusive jurisdiction
and venue over any action, suit or other legal proceeding that may
arise out of or in connection with this Agreement in such courts. If
any legal action is brought by either party relating to this Agreement,
the prevailing party will be entitled to reimbursement by the other
party of its reasonable attorneys' fees and related expenses
20. HIRING. Client acknowledges that IMSOFTECH has made
or offer to hire, as an employee or contractor, any employee of
IMSOFTECH or any former employee of IMSOFTECH within ~
yea~ from the date that such employee severed employment with
IMSOFTECH
gl. USE OF CLIENT'S NAME. Client hereby agrees that
IMSOFTECH may list Client as a Customer of IMSOFTECH' in
literature and publications distributed by or on behalf of
IMS FTE wi 'ttenprmissionffomClie ~'~s~t ~
22. ENTIRE AGREEMENT. This Agreement and the
Attachments hereto constitute the entire understanding of the parties
with respect to the subject matter hereof and shall supersede all
proposals and prior agreements and understandings, oral or written,
and any other communications between the parties relating to the
subject matter of this Agreement, In the case of any conflict between
this Agreement and any of the Ar~achments hereto, the terms and
conditions of this Agreement shall control and gnvem
23. SOURCE CODE. Client may request for product source code to
be placed in an escrow account at Client's expense Source code may
be accessed by Client only in the event that [MSOFTECN ceases
business operations.
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IMSofTech
1N WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date specified below.
"IMSoffech, lnc."
Company Name:
IMSOFTECH, Inc.
"Client"
Company Name:
Name (Print): Bob Broda Name (Print):
Signature: ~ Signature:
Title: President Title:
Date: ] {//dO//d/ Date:
Address: 112 E. Line Street, Suite 200 Address:
Tyler, Texas 75702-5760
City of Carmel
Delivery Location: Same as above
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1.0
nvensys
IllHANC
utility solutions
Proposal Specification
Attachment "A"
Proposal No.:
City of Carreel, Indiana
Noy~mber 5, 2001
Software License: i-nHANCE Utility SOlutions
Record Limit: ~Jleii'flt~!~
NumberofConcurrentUsers: 10
Software Components: (per Product Description, attached)
1.1 Utility Billing and Customer Information Management
· Customer Information Command Center
· Service Location Information Command Center
· Meter/Device Information Command Center
· Utility Billing Administration
· Meter Reading Management
· Batch Entry Management
· Periodic Transaction Management
· Report Management
1,2 Technical Services
· Work Order Management
· Crystal Reports Information Delivery Software
· Inventory Management
· Facilities Maintenance
1.3 System Administration
· Company Information Management
· User Security/Settings Management
· Technical Services Configuration
· General Ledger Configuration
· Task Scheduler and Reminders
· O-mail: Internal Messaging System
IMSoffech
:1.~.2 E. Line Street Tyler Texas 75702 USA
Telephone +~- 903-53,%8222 Facsimile +3. 903-503-9967 www.irnsoftech.com
vensys
2.0
Training
2.1 On-Site Training:
Days for Utility Billing/Technical Services: 5
On-site training is charged at a rate of $1,300.00 per day. That fee is included in this
proposal. Travel and living expenses (port-to-port) of IMSoftech certified trainer are not
included and are billable items. IMSoftech does not train or support Crystal Reports. We
will utilize customer-supplied hardware for training. It is strongly suggested that each
trainee have their own workstation for the duration of training class. Classroom training
in Tyler, Texas is available as an option and is ol~en recommended to avoid interruption
of training class.
2.2
Advanced Training: 3 Days
After system is operational, we strongly suggest that critical administrative staff attend an
Advanced Training class. It is three days in duration and will be conducted on-site at the
City of Carmel facilities. It is also billed at a rate of $1,300.00 per day. That fee is
included in this proposal Travel and living expenses of trainer (port-to-port) are not
included and are billable items. Classroom training in Tyler, Texas is available as an
option and is often recommended to avoid interruption of training class. In the event that
the customer decides not to attend Advanced Training class, they will not be billed.
3.0
Imnlementation/Installation
3.1 Days required on-site: 5
Cost for on-site IMSofrech personnel is $1,300.00 per person per day. Travel and Living
expenses (port-to-port) are not included and will be billed separately.
3.2
Data Conversion
Data Import
The City of Cannel is responsible for placing their existing database into the
specific, required ASCII format, as defined by IMSoffech, for import into the
i-nHANCE system. IMSoffech will then be responsible for import, but not
accuracy, of data into the i-nHANCE_system. Included in data conversion will be
two years of financial history. Financial history, as deftnod by [MSoftech, incladas
a separate line item for each charge and payment made to a specific account per
billing cycle over the last 24 months.
Conversion is based on 17,000 customer records, both active and inactive. In the
event that it is discovered that Cannel has more than 17,000 total customer
records, additional conversion fees wffi apply.
As proposed. the City of Carmel is responsible for dam cleaning prior to
conversion. IMSofioeh will not determine what records are to be converted and
which ones are not to be converted from the data supplied by the City.
ensys
4.0
5.0
Maintenance And SUDDOrt
Call in support via 800 line; ~i~i~:6~O0;!~ availability, Monday through
Friday, normal business days.
Sol~ware support requires a dedicated US Robotics Courier Modem, (or 1MSofTech
approved equal) and dedicated phone line for access. Minimum Baud rating of 28,800.
Miscellaneous Hardware
(2) Symbol LS9100 Omni-Directional Bar Code Scanners (for payment entry)
6.0
Custom Modifications
Currently there appears to be only one area of custom programming that is required by the City of
Carreel. It involves sewer averaging and has been discussed. Our development team has reviewed this
request and has estimated the programming time to provide Cannel with the desired functionality at
thirty-two (32) hours. Our standard rate for custom programming is $165.00 per hour. As part of the
customization process, wriucen specifications will be formulated and agreed upon by both IMSofiech
and the City of Carmel before custom work is initiated.
Pricing:
Specification Item 1.0, Software License
Specification Item 2.0, On- Site Training
Utility Billing/Technical Services (5 Days) $ 6,500.00
Advanced User Training (3 days) $ 3,900.00
Specification Item 3.0, Implementation/Installation
Item 3.1, On-site Service $ 6,500.00
Item 3.2, Data Import for Conversion
Specification Item 4.0, Annual Maintenance and Support $!;~ ~i'2~9~00
Specification Item 5.0, Miscellaneous Hardware $ 1,900.00
Specification Item 6.0, Custom Modification $ 5,280.00
$ 48,700~00
Proposal Total:
Invensys Metering Systems Customer Discount
System Purchase Price
$
($11,767.00)
IMSoffech
1~.2 E. Line Street Tyler Texas 75702 USA
Telephone +l 903,535-8222 Facsimile +~_ 903-503-9967 www.imsoftech.corn
Estimated Delivery and Schedule:
Full implementation is estimated to be completed at one hundred and twenty (120)
working days after receipt era completed order with all required information. Formal
schedule of implementation and delivery will be developed shortly after order placement.
Comments and Clarifications:
1) Computer hardware, NTnetwork, Microsoft SQL and any additional required items
not noted above, are to be purchased by Client and are not included in this proposal
unless stated above.
2)Client is required to provide PCAnywhere version 9.2 or better for
Win95/98/NT/2000 by Symantec to obtain updates and required maintenance.
3 ) Client is required to have a CD ROM Burner available on their network.
4) CrystaI Reports report generator is included. Training and support of Crystal Reports
is not included.
5) One custom bill format is included in the above pricing. Custom formatting for
second, third, fourth and disconnect notices are at an additional charge of $2,000 per
notice. Client is welcome to choose a standard IMSofTech form at no additional
cost. If the client creates final bill notices through regular billing runs there will be no
charge for developing a final bill.
6) The Annual Malntenance and Support contract may increase by up to15% per year,
beginning 24 months from the anniversary date of the annual service contract. The
Annual Maintenance and Support contract will commence upon completion of on-
site system implementation. At the close of the first 24-month period, IMSofFech
will review account status of Client with regard to number of concurrent users and
the number of customers on the system. 1MSofFech reserves the right to increase the
amount of the annual service contract at that time by no more than 15%. Thereafter,
account status, as defined above, will be reviewed on an annual basis by IMSofTech.
7) Client is required to provide one of the following:
· Option 1: Dedicated phone line access to server via 56k U.S. Robotics
Modem, (RAS). Good speed and reliability for most support applications.
·Option 2: ISDN Line. Digital access direct connection 128k. Offers more
speed and reliability than Level 1.
· Option 3: T 1 line. Option for larger customers or those requiring fast
communication. Can be utilized for low cost phone service as well as
software support.
8) Pricing does not include any applicable tax.
9) PriciR~i~v{didfnr~Odny~crom~k,;-~ofpxopu~-l. '-
It A
Telephone +1903-535-8222 Facsimile +1903-503-9967 www. imsoftech.corn /~!2
10) Proposal is based on the information described within this specification and our best
understanding of the customer' s requirements.
1 l ) Pricing is determined by a combination of the number of concurrent licensed users,
the number of customer records (both active and inactive) and optional features
selected. As configuration size increase, so will proposed price.
IMSotTech
J.J.2 F. Line Street Tyler Texas 75702 USA
Telephone +1903-535-8222 Facsimile +1903-503-9967 www.imsoftech.com r~
IMSofTech
ATTACHMENT "B"
Payment Schedule
Payment schedule is as follows and based on information provided in the Pricing section of
Attachment "A', Proposal Specification.
Sottware License:
Payment of 75% of the Base Software License Fee is due within sixty (60) days of
receipt of order by IMSotTech. Balance is invoiced and due upon completion of
installation of software. If another method, other than outlined here, is agreed upon, it
will be noted in Attachment "A" and take precedence.
2. Data Conversion:
Paid on invoice within 60 days of completion.
3. Training:
Paid on invoice within 60 days of completion.
4. On-site Service:
Paid on invoice within 60 days of completion.
5. Travel Expenses:
Paid on invoice within 60 days of completion.
6. Custom Bill Format Clf applicable):
Upon contract signing, Client will provide IMSoffech with a specification design.
IMSofTeeh will review specification design and submit it to the Client for sign off
and approval. Work will only begin after approval is received from Client. Client
will be invoiced upon delivery of product, payment is due within 60 days of invoice.
7. Hand Held System Interface (If applicable):
Paid on invoice upon successful test mn with installed software.
System Modi~cation/Customization (If applicable):
Upon contract signing, Client will provide IMSoffcch with a specification design.
IMSoffcch will review specification design and submit it to the Client for sign off
and approval. Work will only begin after approval is received from Client. Clicnt
will then be allowed a final approval opportunity prior to implementation of the
customized program. Client will bc invoiced upon completion of implementation.
Payment is due immediately upon receipt of invoice.
Annual Sotlware Service & Support:
Support begins upon successful completion of training/implementation, installation
and the Client is up and refining. At this time an invoice will be issued, payment is
due upon receipt of invoice. Client must decide on the length of time to mn in
tandem with their old system.
10. Auxiliary Hardware:
Paid on invoice.
IMSOFTECH, Inc.
Cltilities Dept.- 2001
Computer Software: I-nHANCE Utility Solutions
Appropriation #02.3400.50
Contract Not To Exceed $100,000.00
MUNICIPAL RIDER TO IMSOFTECH, INC. END USER LICENSE AGREEMENT
Come now the City of Carmel, Indiana, by and through its Board of Public Works and Safety
("City") and IMSOFTECH, Inc. ("Vendor") and hereby enter into this Municipal Rider ("Rider") to that
certain END USER LICENSE AGREEMENT ("Agreement") executed by the parties hereto on or about
November ,2001, and in consideration of the promises and representations set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Vendor estimates the total price for all goods, services, and intellectual property (collectively, the
"Software") provided hereunder to be no more than One Hundred Thousand Dollars ($100,000.00)
(the "Estimate"). City shall pay Vendor for the Software within sixty (60) days after the date of
City's receipt of Vendor's invoice detailing same, so long as and to the extent the invoice is not
disputed, the Software is in accordance with the specifications set forth in the Agreement, a copy
of which is attached hereto as Exhibit A, and the invoice substantially conforms with attached
Exhibit B. Subject to the above, if an undisputed invoice amount is not paid within sixty (60) days
of its receipt by City, then a late charge in a sum equal to one pement (1%) of such unpaid and
undisputed invoice amount shall accrue and be due and payable by City to Vendor as a separate
debt for each month it remains unpaid. Vendor agrees not to provide any Software to City that
would cause the total cost of the Software provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess of the
Estimate.
The parties hereto understand and agree that the Software may be disclosed by City as required by
Indiana's Public Access To Records Act and/or pursuant to court order. Source Code is not
included as it is proprietary.
3. Time is of the essence of this Rider and of the Agreement.
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any
such lien is filed and Vendor fails to remove it within ten (10) days after the filing thereof, by
payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's
sole cost and expense.
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries including, but not
limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be
no less than those amounts set forth in attached Exhibit C.
IMSOFTECH, Inc.
Utilities Dept.- 2001
Computer Software: I-nHANCE Utility Solutions
Appropriation #02.3400.50
Contract Not To Exceed $100,000.00
10.
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all existing and future laws of the United States, the State of
Indiana and City prohibiting discrimination against any employee, applicant for employment or
other person in the provision of any Goods and Services provided by this Agreement with respect
to their hire, tenure, terms, conditions and privileges of employment and any other matter related
to their employment or subcontracting, because of race, religion, color, sex, handicap, national
origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. City reserves the
right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against.
Vendor agrees to comply with all present and future federal, state and local laws, executive orders,
rules, regulations and codes which may be applicable to Vendor's performance of its obligations
under this Agreement, and all relevant provisions thereof are incorporated herein by this reference.
Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability
resulting from any such violation of such laws, orders, rules, regulations and codes.
The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and
all of its officers, employees, contractors, subcontractors and agents are not, and shall not become,
employees of City, and the sole responsibility to pay same all statutory, contractual and other
benefits shall remain exclusively with Vendor. The Estimate shall be the full and maximum
compensation and monies required of City to be paid to Vendor under or pursuant to the
Agreement.
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional Software to City. When City desires additional Software from Vendor, the Mayor or
his duly authorized representative shall notify Vendor. Vendor shall then provide, at no cost to
City, an estimated cost for such Software, as well as the date by which same will be provided to
City. Only after City has approved Vendor's time and cost estimate for the provision of such
additional Software, has encumbered sufficient monies to pay for same, and has authorized
Vendor, in writing, to provide such additional Software, shall same be provided by Vendor to City.
A copy of the City's authorization documents for the purchase of additional Software shall be
numbered and attached hereto in the order in which they are approved by City.
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: John Duffy
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
LMSOFTECH, Inc.
Utilities Dept.- 2001
Computer Software: I-nHANCE Utility Solutions
Appropriation//02.3400.50
Contract Not To Exceed $100,000.00
ll.
12.
13.
14.
15.
If to Vendor:
IMSOFTECH, Inc.
112 E. Line Street, Suite 200
Tyler, TX 75702-5760
ATTN: Bob Broda
In no event shall Vendor's total liability for any damages to City under or pursuant to this Rider
and/or the Agreement exceed two (2) times the total compensation paid by City to Vendor under
or pursuant to this Rider and/or the Agreement.
During the term of the Agreement and for one (1) year thereafter, City agrees not to knowingly
hire any employee of Vendor.
Vendor may list City as its customer during the term of the Agreement, but may not indicate or
suggest that such listing necessarily constitutes City's approval of the Software or of Vendor.
This Rider and the Agreement shall be in effect from and after the date on which the last party
thereto has executed same to and including December 31,2001, and shall, on the first day of each
January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise
agreed by the parties hereto.
To the extent any term or condition contained in the Agreement or in any attachment thereto shall
contradict or conflict with any term or condition contained in this Rider, the terms and conditions
contained in this Rider shall prevail. All indemnification obligations contained in this Rider
and/or the Agreement shall survive the termination of same and shall remain binding on the parties
hereto, or their successors in interest. In the event any costs or fees set forth herein or in the
Agreement are increased by Vendor, City may terminate the Agreement and this Rider, without
liability, penalty, or cause, upon thirty (30) days written notice to Vendor. All attachments hereto
are incorporated herein by reference.
(Remainder of page intentionally left blank)
· IMSOFTECH, Inc.
Utilities 1Sept.- 2001
Computer Software: I-nHANCE Utility Solutions
Appropriation #02.3400.50
Contract Not To Exceed $100,000.00
iN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
IMSOFTECH, iNC.
By:
Date:
t/ c/aC)
/Billy Wal e~r,/Member
Date:
ATTEST:
'~ ~ ,~ cJU. L
~i'~t a Cor~a'y, IAMC, Clerk-Treasurer
Date:
Authorized Signature
Printed Name
Title
F D/SSN:
Date: !
Approved and Adopted this/('~// ' day of L~;fl L~ ~F~) (~
,2001.
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
BY:
ainard, MayorBr
Date: -c,I
Bil)l~alker, M~mber
Date: /7-/~7/
ATTEST:
D~a~ C)I~ /
Date: t~;7~/[~[D /