HomeMy WebLinkAbout1995 S Finance - Licensing Contract between Vision Software, Inc. and Orange County - Agenda 6-26-1995 - VIII-M _ ORIGI1G S
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CONTRACT
VISION SOFTWARE, INC.
AND
ORANGE COUNTY, NORTH CAROLINA
ORANGE COUNTY, NC
TABLE OF CONTENTS
I. Software License Agreement Page 3
Section 1 - Definitions Page 4
Section 2 - Title and Ownership Page 4
Section 3 - Scope of Authorized Use Page 5
Section 4 - Warranty and Limitation of Liability Page 5
Section 5 - Confidentiality/Nondisclosure Page 6
Section 6 - Terms and Termination Page 6
Section 7 - Taxes Page 6
Section 8 - General Page 7
II. Exhibit A - Software Investment Summary Page 9
III. Exhibit B - Hardware Investment Summary Page 10
Installation Investment Summary Page 12
IV. Exhibit C - Software Training Summary Page 13
V. Exhibit D - Hardware and Software Maintenance Page 14
Summary and Conditions
VI. Exhibit E - Investment Summary and Payment Schedule Page 15
VII. Exhibit F - Sample Copy of Software and Hardware
Agreement
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Vision Software , Inc.
Software License Agreement
This agreement is made and entered into this 8th day of September, 1995, between VISION
SOFTWARE INC. (hereinafter referred to as "Owner") with its principal place of business at 100
Eastwood Rd., Bldg. B, Suite 25, Wilmington, NC. 28403, and Orange County, NC (herein referred
to as "Customer") with its principal place of business at 144 East Margaret Lane, Hillsborough,
North Carolina 27278.
Owner hereby grants to Customer a perpetual, non-transferable, non-assignable license to use the
Licensed Software (Exhibit A) for its In-house use upon payment of the License fee. Payment of the
License Fee is solely for the right to use the Licensed Software pursuant to the terms and conditions
on the face and attached addendum's to this Agreement and does not constitute the purchase of the
Licensed Software or of any right or title therein.
Refer to Exhibit A and Exhibit B investment summaries for itemized system costs.
Use of the Licensed Software is restricted to: Orange County, NC
Eligible Computer System: Orange County, NC
Operating System: Orange County, NC
County and Site Location (complete address): Orange County Sheriffs Department
144 East Margaret Lane
Hillsborough, NC 27278
and
Orange County Jail
Court Street
Hillsborough, N.C. 27278
3
SECTION 1 - DEFINITIONS
1.1 "SOFTWARE" means a set of instructions consisting of symbolic languages, processes and
logic routines in machine executable form used in the operation of computer equipment applied to
the performance of specific tasks.
1.2 "Licensed Software" means the software with any modifications or enhancements or part(s)
thereof, listed on Exhibit A hereof and its associated peripheral equipment.
1.3 "Eligible Computer System" means a designated Local Areas Network or associated computers
with the Operating System /Programming Language as stated in Exhibit A hereof and its associated
peripheral equipment.
1.4 "Use" means copying of all or any portion of software from storage units or media into a
computer or using any software in the course of computer operation.
1.5 "In-house" means used only for Customer's own administrative purposes.
1.6 "DP Professional' shall mean any individual or business which supplies others with computer
equipment, software or professional advice regarding such. Computer manufacturers, dealers,
distributors, retail stores, original equipment manufacturers ("OEMs"), independent sales
organizations ("ISOs"), system integrators, software houses, and data processing consultants are
examples of DP Professionals.
1.7 "Documentation" means one (1) user's manual for all software in Exhibit A hereof.
SECTION 2 - TITLE AND OWNERSHIP
2.1 The Licensed Software and the original and any copies thereof, in whole or in part, whether
said original and copies are made by Owner or Customer or anyone else and all copyright, patent
and trade secret and other intellectual and proprietary rights therein are and remain the valuable
property of Owner.
2.2 Customer understands and agrees that aspects of the Licensed Software that are Owner trade
secrets include but are not limited to the following: system design, modular program structure,
system logic flow, file content, video and report formats, coding techniques, and routines, file
handling and special search techniques, video screen data entry handling and report and/or forms
generation.
2.3 Customer agrees to include on any copies made of the Licensed Software the same notices of
Owner's ownership interests that appear thereon.
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SECTION 3 - SCOPE OF AUTHORIZED USE
3.1 For the License fee, plus charges which are due and payable upon Customer's execution of
this Agreement, Owner shall furnish Customer with (1) copy of the Licensed Software, including
documentation.
3.2 As specified on page one hereof, Customer is granted a perpetual, nontransferable, non-
assignable license to use the Software for Customer's In-house use. Customer shall not have the
right to sublicense the Licensed Software in any manner.
3.3 Customer shall not assign or otherwise transfer this License or the Licensed Software or any
part hereof by operation of law or otherwise directly or indirectly, including but no limited to any joint
venture or combination arrangements with any other person or entity.
3.4 Customer warrants that it is not a DP Professional.
3.5 Customer understands and agrees that it shall not use the Licensed Software in any Customer
or Site except the Customer and Site designated on the face side hereof, unless a different customer
or site is approved, in writing, by Owner, which approval shall not be unreasonably withheld.
SECTION 4 -WARRANTY AND LIMITATION OF LIABILITY
4.1 Customer acknowledges that the Licensed Software is of such complexity that it may have
inherent defects and agrees that as owners liability and as customers remedy, owner will provide all
reasonable programming services to correct documented code errors which owners diagnosis
indicated were caused by a defect in an unaltered version of the delivered licensed software. This
nontransferable warranty is valid One Year from the date the software is delivered, installed, and
accepted by Customer.
4. 2 If Owner, is unable, within a year, to repair or replace any product to a condition as warranted,
Customer shall be entitled to a refund of the purchase price upon return of the Licensed Software to
Owner.
4.3 Owner shall not be liable for any loss or damage that may arise through the use of software
being maintained and supported hereunder, including without limiting the generality of the foregoing,
any indirect, special or consequential damages, in connection with or arising from the furnishing of
maintenance and support services hereunder for and upon the software being used by Customer in
its Department.
4.4 Owner warrants that the maintenance and support service hereunder shall permit the
Customer to be provided with a complete and usable system for its Department.
4.5 The Customer understands after the one year warranty period expires, a maintenance
agreement must be in effect or that Customer will pay by the hour for continuing support. Such
Maintenance Agreement shall be presented to Customer no less than sixty (60) days prior to
commencement.
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SECTION 5 - CONFIDENTIALITY/ NONDISCLOSURE
5.1 Customer shall take all necessary and reasonable steps to keep the Licensed Software under
adequate security to ensure that no unauthorized access, copies or use is made thereof, and to
protect the confidentiality of the Licensed Software.
Owner acknowledges that Customer is a local government and a political subdivision of the State of
North Carolina and as such is subject to the Public Records laws of the State of North Carolina.
Customer's agreement contained in this paragraph to protect Owner's Licensed Software does not
require Customer to violate any such laws and does not require Customer to litigate and pay for the
litigation of its right to withhold access, copies, use or confidentiality of the Licensed Software.
Customer agrees to notify Owner of any claim it receives, under the Public records laws of North
Carolina, for access, copies or use of the Licensed Software and agrees that Owner may, at its
election and expense, defend the claim in Customer's name provided Owner agrees in writing,
before undertaking such a defense, to indemnify and hold Customer, its officials and employees,
harmless from any consequence of the defense. Nothing in this section requires Customer, its
officials or employees, to subject itself and themselves to criminal liability and each may
independently act in good faith to protect itself and themselves from criminal liability.
Customer is not responsible, in money damages, for the access, use, or copying of the Licensed
Software that is not authorized by Customer. Customer agrees, in good faith, to take all reasonable
steps to prevent the unauthorized use or transfer of the Licensed Software.
5.2 Customer agrees to notify Owner as soon as possible of the existence of circumstances
surrounding any unauthorized knowledge, possession or use of the Licensed Software or any part
thereof by any unauthorized individual or party.
5.3 In the event that Owner should terminate this contact of service and fails and/or refuses to
offer support and maintenance service for the software mentioned herein to Customer while Owner
offers such service to other units of government, or Owner shall fail and/or refuse to offer support
and maintenance service for the software herein to Customer whether for reasons of bankruptcy,
receivership, termination of business or for any other reason not herein mentioned, the Customer
shall be entitled to receive the source code system documentation. Owner shall provide, at no cost
to Customer, the source code system documentation.
Owner agrees to make an escrow delivery of the source code system documentation to
�� �•� upon the execution of this contract. The escrow agent shall provide
the source code system dbcumentation to Customer in the event Owner is unable to do so by reason
of bankruptcy., receivership, termination of business or any other reason not herein mentioned.
SECTION 6 - TERM AND TERMINATION
6.1 This Agreement shall be in effect for the term designated on the face side hereof or until
terminated as provided herein.
6.2 In the event of a material breach or default by the Customer in the performance of this
Agreement, Owner shall give written notice to the Customer specifying the nature and extent of the
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breach and the Customer shall have fifteen (15) days thereafter to cure any such curable breach. If
such a breach is not cured within said fifteen (15) day period, the termination of this Agreement shall
become effective on said fifteenth day following said written notice.
SECTION 7 - TAXES
7.1 Customer shall pay any and all taxes arising from or based upon the License Fee, this
Agreement or Customer's Use of the Licensed Software. In the event that Orange County shall
become liable for any taxes, Owner shall invoice Orange County for said taxes in a manner that will
allow Orange County to be reimbursed for said taxes by the collection entity. Orange County is tax
exempt in that the State reimburses the governmental entity for taxes paid.
7.2 Customer shall not deduct from payments to Owner any amounts paid or payable to third
parties, customs duties or taxes, however designated.
SECTION 8 - GENERAL
8.1 The parties hereto acknowledge that each has read this Agreement, understands it, and
agrees to be bound by its terms. The parties further agree that this Agreement shall not be modified,
except by a written agreement signed on behalf of both parties by their respective duly authorized
representatives.
8.2 If either party is required to engage in any proceedings, legal or otherwise to enforce its rights
under this Agreement, the prevailing party shall be entitled to recover from the other, in addition to
any other sums due, the reasonable attorneys fees, costs and necessary disbursements involved in
said proceedings.
8.4 Since unauthorized use or transfer of the Licensed Software or any information contained
therein will diminish substantially the value to Owner of the trade secrets and proprietary interest that
are the subject of this Agreement, if Customer breaches any of its obligations with respect to limited
use or confidentiality of the Licensed Software, owner shall be entitled, subject to the provisions of
Section 5.1, to equitable relief to protect its interest therein, including, but not limited to, injunctive
relief as well as money damages.
8.5 Owner shall not be liable for delays in any of its performance hereunder due to causes
beyond its reasonable control including, but not limited to, acts of God, strikes, or inability to obtain
labor or materials on time.
8.6 If any term(s), provisions(s), or condition(s) of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full
force and effect and in no way shall be affected, impaired or invalidated.
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GOVERNING LAW: This Contract will be governed by the laws of the State of North Carolina.
All Claims concerning the validity, interpretation, or performance of any of its terms and provisions,
or any of the rights or obligations of the parties hereto shall be instituted and prosecuted in
Wilmington, North Carolina, or Orange County, North Carolina, in accordance with the laws of the
State of North Carolina.
DUPLICATE ORIGINALS: This Contract is executed in duplicate originals, one of which is
retained by both parties hereto.
written.IN WITNESS WHEREOF, the parties have executed this Contract as of the day and year
Customer
By
ATTE
VISION SOFTWARE, INC.
By:
ATTEST:
EXHIBIT A
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SOFTWARE INVESTMENT SUMMARY
QUANTITY DESCRIPTION TOTAL
PCIBASE Records Management Software based on 10 Users
1 Base Package Including: $9,500
Incidents, Arrests, Investigations
Case File Management
Criminal Histories
Master Name File and Stole Property File
User Database Manager, and Business Index Unlimited
Narratives w/S ell Check
User Memos with Word Processing Feature
Electronic State Reporting
Official State Forms
AdHoc Reports
Full Searches with Soundex
Monthly Summaries and Reports
UCR Reporting
Trend Analysis Reports
Statistical Synopsis Mana ement Reports
Interview Statements
MO File and Cross Reference
Record Validation
6 Level Security/Password Security
Audit Trails
On-Line Codes
1 Warrant & Subpoena Tracking $1,000
1 Civil Process Management $1,000
1 Enhanced Jail and Inmate Management $3,000
1 Evidence and Property Management $1,000
1 Administration/Personnel, Work Hours, Training, and Inventory $1,000
Management
1 Gun Permits $1,000
1 Electronic Imaging $6,000
1 Narcotics and Intelligence File $1,750
1 Officer Activity Log for Interface with CAD Included
Total PCIBASE Records Management Software (not including $25,250
Taxes
EXHIBIT B
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HARDWARE INVESTMENT SUMMARY
QUAINT DESCRIPTION TOTAL
Dedicated Pentium File Server
2 586-90 Pentium 90 MHz Computer w/256 K Cache $11,943
2 32 MB RAM
2 8 Expansion Slots
2 Full Tower Case
2 101 Keyboard
2 2.1 GB SCSI Hard Drive
2 3.5" Floppy Drive
2 Ada tec SCI Controller
2 14" High Resolution VGA Monochrome Monitor
2 1/0 Card, 2 Serial, 1 Parallel Port
2 DOS 6.2 Windows 3.1
2 Ethernet Network Adapter
2 TCNS 100 MBPS Network Adapter
2 1250w Power Supply w/Power Chute Software
2 Toshiba Double Speed CD-ROM
DEDICATED PENTIUM FILE SERVER SUBTOTAL (Not $11,943
including taxes
Network Components
1 Novell Netware 3.11 SFT III Network Operating Software 25 User $9,365
1 Advantage Server 25 User
1 12 Port-Ethernet Hub/Concentrator for Sheriffs Office
1 8 Port-Ethernet Hub/Concentrator for Sheriffs Office
1 12 Port-Ethernet Hub/Concentrator for the Jail
1 28.8 High Speed Zoom Modem with Close Up Software
5 DAT Tapes FS4000
1 Exabyte 4.0 Gigabyte Open File SCSI Tape Back-up
NETWORK COMPONENTS SUBTOTAL Not including taxes $9,365
Records Workstation
8 DX4-75 ISA 75 MHz Computer w/256 K Cache $15,708
8 8 MB RAM
8 DOS 6.2 Mouse, QEMM, Windows 3.1
8 14" Super VGA .28 Non-interlaced Color Monitor
8 Diamond S eedstar Pro Video Adapter
8 Ethernet Network Adapters
8 1/0 Card 2 Serial 1 Parallel Port
8 345 MB Hard Drive with VLB IDE Controller
8 3.5" Floppy Drive
Records Workstation Continued
8 101 Keyboard
RECORDS WORKSTATION SUBTOTAL Not including taxes $15,708
Imaging and Jail Workstation
1 DX4-75 Intel 75 MHz Computer w/256 K Cache $2,332
1 16 MB RAM
1 DOS 6.2/Mouse/QEMM/Windows 3.1
1 14" Super VGA .28 Non-interlaced Color Monitor
1 Diamond S eedstar Pro Color Video Adapter
1 Ethernet Network Adapter
1 1/0 Card 2 Serial, 1 Parallel Port
1 345 MB Hard Drive with VLB IDE Controller
1 3.5" Floppy Drive
1 101 Keyboard
IMAGING AND JAIL WORKSTATION SUBTOTAL (Not including $2,332
taxes
Imaging and Records Workstation
1 DX4-75 Intel 75 MHz Computer w/256 K Cache $2,332
1 16 MB RAM
1 DOS 6.2/Mouse/QEMM/Windows 3.1
1 14" Super VGA .28 Non-interlaced Color Monitor
1 Diamond S eedstar Pro Color Video Adapter
1 Ethernet Network Adapter
1 1/0 Card 2 Serial, 1 Parallel Port
1 345 MB Hard Drive with VLB IDE Controller
1 3.5" Floppy Drive
1 101 Keyboard
IMAGING AND RECORDS WORKSTATION SUBTOTAL (Not $2,332
including taxes
Electronic Imaging Components
2 Real Time Image Capture Board (Targa Plus) w/S-Video & RGB $14,823
Connectors
2 Panasonic AG-EP80 Color Video Printers
2 13" Color Television for Panasonic Printer
1 Super VHS Camcorder
2 Canon RC 360 Still Video Camera w/Kit
1 Hewlett Packard ScanJet IICX Color Scanner with Omni Page
Software
ELECTRONIC IMAGING COMPONENTS SUBTOTAL (Not $14,823
including taxes
12
Printers
2 Printer Cables $3,962
2 Hewlett-Packard Laser Jet IV Plus Network Printer
2 Jet Direct Network Cards
PRINTER SUBTOTAL Not including taxes $3,962
Miscellaneous Hardware
1000 Cable $625
24 Various Connectors
MISCELLANEOUS HARDWARE TOTAL Not including taxes $625
Hardware Maintenance Summary
1 8x5 on Site Hardware Maintenance $6,080
Installation Summary
1 Connection to 911 $2,000
1 Conversion $5,000
1 Download/transfer of Data to GIs Included
1 Networking Jail via Fiber Optics $5,000
1 Delivery and Installation $2,000
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EXHIBIT C
SOFTWARE TRAINING SUMMARY
DESCRIPTION # OF DAYS
PCIBASE Records Software 2 Days
Warrants & Subpoena Tracking 1/2 Da
Evidence and Property Inventory Management 1/2 Da
Civil Process Management 1/2 Da
Admin., Personnel, Training, Work Hours and Equipment 1/2 Day
Management
Enhanced Jail and Inmate Management 1/2 Da
Intelligence File for Narcotics and Other Investigations 1 Da
Gun Permit 1/2 Da
Electronic Imaging: Mug Shots, Photos and Documents 1/2 Da
Total Training 7 Days
Training for PCIBASE Records is estimated to take 7 days.
Training is quoted at $500 per man day (not including lodging and
per diem costs) and will be provided and billed as incurred.
Training will be accomplished in off-site classroom training
sessions and in-depth on-site sessions.
Sam
HIM
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EXHIBIT D
SOFTWARE AND HARDWARE MAINTENANCE SUMMARY AND CONDITIONS
SOFTWARE MAINTENANCE
Software Maintenance Costs are included for the first year.
Estimated Software: $25,250 Maintenance: Included
HARDWARE MAINTENANCE
Hardware Maintenance Costs are $6,080 ... and includes an "800" Software Support 'HOTLINE'
Support...8 hour/day, 5 day/week on site hardware maintenance. Maintenance costs are billed one
year in advance as per industry standard. Maintenance Agreements shall be written to expire June
30th annually. Pro-rating for the first year is acceptable.
Estimated Hardware: $75,090 Maintenance: $6,080
EXHIBIT E
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PAYMENT SCHEDULE
PAYMENT SCHEDULE:
• 20% of the contract total Due when contract is signed $21,984
• 40% of the contract total Due when hardware is delivered
and installed $43,968
• 30% of the contract total Due when software is delivered
and installed $32,976
• 10% of the contract total Due when training is completed $10,992
* Vision Software offers a 5% discount on the total purchase price for a total payment at the
time of contract signing.
• Total Payment with 5% discount Due when contract is signed $104,424
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