HomeMy WebLinkAboutAgenda - 12-04-1995 - VIII-C 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
Action Agenda
Item No
ACTION AGENDA ITEM ABSTRACT
Meeting Date: December 4, 1995
SUBJECT: Section 8 Software Conversion
-------------------------------- -------------------------------
DEPARTMENT: Housing/Comm. Dev. PUBLIC HEARING YES NO x
-------------------------------- -------------------------------
ATTACHMENT(S) : INFORMATION CONTACT
License Agreement Tara L. Fikes, x 2490
TELEPHONE NUMBER
Hillsborough 732-8181
Chapel Hill 968-4501
Mebane 227-2031
Durham 688-7331
-----------------------------------------------------------------------
PURPOSE: To approve a Software License Agreement with Creative Computer
Solutions for the Section 8 Existing Housing Assistance Program.
BACKGROUND: In December 1989, the County purchased computer software
from Creative Computer Solutions in order to automate the Section 8
Existing Housing Program. This is a mainframe based system designed to
run on the McDonnell-Douglas hardware.
Due to the County' s plan to abandon the McDonnell-Douglas machine, it is
necessary to convert the Section 8 software program to the UNIX Operating
Environment of the County' s IBM RISC 6000. The cost is $13, 878 and will
be funded by the Section 8 Program Administration budget.
Approval of this contract will facilitate the conversion to the IBM RISC
6000 by January 31, 1996.
RECOMMENDATION:
The Manager recommends approve a Software License Agreement with Creative
Computer Solutions for the Section 8 Existing Housing Assistance Program
and authorize the Chair to sign the document upon approval of the County
Attorney.
2
LICENSE AGREEMENT
This Agreement is entered into an the date set forth below,by and between Creative S PAYMENT TERMS
Computer Solutions.Inc orare having its principal place of business in Pleasanton, 5.1 licensee a to a C
California(hereinafter CCS);and grew pay CS the price of the Application Software,Transfer and
Porting fees identified in Exhibit B by paying a deposit of twenty-five percent
County of Oranee-North Carolina of the license fees at the time of execution of this Agreement and the baLnce of
havin g� principal lace of business at the license fox on initial installation of the Application Software.
its P� p al P es
5.2 Licensee ageea to pay CCS the price of the Other Licensed Software identified
300 West TIM Street. Hillsborough NC 27278 in Exhibit D by paying a deposit of twenty-five percent of the prix at the time
(hereinafter Licensee). of execution of this Agreement and the balance upon certification by a service
1 LICENSED SOFTWARR engineer of satisfactory completion of the installation of the Software described
in Exhibit D.
1.1 CCS grants to Licensee a nonexclusive,nontransferable,nonsasifnable license 5.3 Licensee agrees to pay CCS the price of the Equipment,if an} identified in
to use the software identified in Exhibit B("Apppplication Software')and CCS,as Exhibit E by paying` twenty-five percent of the price of the Fquipmmt at the
authorized agent grants to Licensee a nonexclusive,nontransferable, time of execution d this Agreetrnent and the balance of the price upon
nomassignable license to use the software described in Exhibit D("Other certification of a aavice engineer of satisfactory completion of the initial
Licensed Software'J. The license is solely for Licensees own use for its internal installation of the Equipment.
data Zooming operations and solely on the one computer system currently 5.4 Licensee a to the amounts listed in this used by Lfeauee or phased and delivered hereunder. Licensee agrees to Frees pay Agreement for Services based
abide by all terms and conditions as required by the manufactures of the Other on the following schedule:
Licensed Software. 5.4.1 100%of the amount listed in Exhibit B for Application Software
1.2 CCS agrees to provide Support Services as described in Exhibit C. Installation and Implementation Plan upon agreement of the initial
implementation plan.
1.3 CCS will include within the Appli cation Software source code in encrypted 5.4.2 10096 of the amount listed in Exhibit B and D for Training Services
form. no key to decryption will become available to Licensee in the event CCS u completion n each minim erasion. g
ceases to function u a going concern,or,in a bankruptcy proceeding,the Pon P B
Licensee's license to use the software is canceled(I l USC 365(n)). 5.4.3 I00%of the monthly Software Technical Assistance fees to scheduled in
2 PROPRMTARYINFORMATIO /NOND SC nSIIRF Exhibit C.
2.1 Licensed Software,including source code and Technical Services,and all 5.5 All amounts am due and payable within thirty calendar days of CCS'invoice.
documents related thereto,coneatute@ proprietary information and trade secrets 5.6 CCS shall have the right to withhold services and be held harmless in the event
to CCS or to the principals for whom CCS is the authorized agent. Tiede and scheduled payments due hereunder remain outstanding for a period longer than
• full owncrahip,including any modifications or revisions thereto shall at all thirty days from the due date.
times remain with CCS,or its principal. 5.7 A service charge of one and one-half percent(1.5%)per month will be assessed
2.2 Licensee may not make copies of the Licensed Software except for backup, on all put due invoices.
archival,emergency recovery purposes,or to replace a worn copy. If this 5.9 In addition to the amounts listed for Services,Licensee agrees to pay for actual
License Agxeanent is terminated,all such copies must be destroyed and the expenses incurred by CCS for lodging,food,airfare,ground transportation,
Licensed Software rewmed to CCS. mileage and airport parking during the term of this Agreement.
2.3 Licensee agreed that it will not allow others to ravers engineer,disassemble, 5.9 ANY taxes,whether specifically identified in this Agreement or not,which are
recompile,or in any way limper with the Licensed Software. imposed currently or in the future,by any authority with the power of taxation
2.4 Licensee shall take all reasonable steps to ensure that all Licensed Software,in in connection with the Sale of the Licensed Software,Equipment or Services,
whatever font,and all documents relating thereto,are held in confidence by shall be paid by Licensee. If Licensee is exempt from taxation,Licensee shall
Licensee,its employees and consultants and are not disclosed or made available provide CCS with a Certificate of Exemption within shirty days of execution of
to any third party not licensed by CCS•without the prior written consent of this Agreement.
CCS. Licensee shall instinct in writing all parties having access to the Software 6 WARRANTY
of their obligations under this Article.
2.5 In the event of Licensee's breach of this Article as determined by CCS,GCS 6.1 CCS warrants that all Licensed Software is either owned by CCS or licensed by
shall have the right to enjoin Licensee from further breach and obtain such relief CCS,with the right to sublicense.
as may be detemhuned by a court of competent jurisdiction. 6.2 CCS warrants that the Software will be free from defects in material and
3 EQUIPMENT workmanship and shall substantially meet CCS'then current documentation.
The warranty ppeerinod of thirty days cammencee immediately following initial
3.1 CCS agrees to provide Equipment,if any,under the Terms and Conditions set Software instalLtion. The warranty is extended by a current Software Technical
forth in Exhibit E. Assistance Agreement,Exhibit C.
3.2 Licensee agrees,at its own expense to provide CCS access to Licensees 6.3 These wamnties will only be valid when the Software is used by Licensee in an
computer system,at a data rate of no less than 9600 baud,during normal appropriate and reasonable manner consistent with normal usage and
business hours via a CCS-approved telephone modem. Such provision shall be management of such Software. T to exclusive remedy of Licensee for breach of
operable prior to initial software installation and shall remain operable for the these warranties is that CCS shall be required to correct,repair,adjust or modify
duration of CCS'obligation to Licensee for Software Technical Assirtance the Software if such defect in material or workmanship occurs and is reported by
services. Licensee in writin within the appropnato wet inty period. CCS shall not be
4 SERVICES responsible or liable for damage to the Software caused by licensee,acts of
God,the tampering with or modification of the Software by anyone other than
4.1 CCS agrees to provide Services enumerated in Exhibits B,C,D,and E of this CCS'authorrred persoinel, r damage to the Software occurring by virtue of
Agreement with regard toFquipm Equipment Installation,Software Installation and electrical malfunctions,or damages caused by external factors over which CCS
Implementation Plan,and Application Software Training. has no control.
4.2 CCS agrees to provide on-sits installation tlanning and implementation review 6.4 These warranties do not extend to any Software to which repairs or
assistance for a period not to exceed four days to identify necessary tasks and modifications have been performed by Persons not authorized by CCS,unless
responsibilities,finalize the implementation schedule,install Software,conduct such repairs were performed with the prior written consent of CCS.
for licensee personnel. 6.5 end recovery training,and general operations training 6.5 CCS warrants that all Services provided pursuant to this Agreement will be
performed in a workmanlike manner in accordance with reasonable commercial
4.3 CCS a=to provide instructions on-site or at CCS training centers on the use standards. This warranty shall extend for thirty days following completion of
of the Application Software. CCS will certify members of Licensee's staff who the particular Service and CCS shall correct all Services not so pofor med if
attend an entire training session and successfully complete the course. Licensee brought to CCS'attention in writing within the warranty period.
agrees to: 6.6 THE WARRANTIES PROVIDED IN THIS SECTION ARE IN LIEU OF ALL
identify and assrgn an individual to become a"KEY OPERATOR." This OTHER WARRANTIES,EXPRESS OR WLIED. THERE ARE NO
individual will then act as the liaison with CCS for any additional WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF,
training and software related questions; INCLUDING,BUT NOT LMUTED TO,WARRANTIES OF
make available appropriate personnel who will attend CCS'training on a KIERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
regular basis for training purposes and provide a suitable training
environment with at lest one on-line terminal for every person to be 6.7 Equipment warranties,if any,are set forth in Exhibit E.
trained and ate on-line terminal for the trainer, 7 LIMITATION OF LIARi11TY
give CCS seventy-two hours notice in advance of rescheduling of CCS shall not be liable to Licensee or any other person for sty claim or
scheduled on-site training or to pay a fee equal to the charge for the damages arising directly or indirectly from the fumishing of Equipment,
previously scheduled on-site training plus all non-refundable expenses Software,Services,or any documentation relating to arch Equipment,Software
incurred;
utilize training provided under this agreement within two years.
t
3
or Services provided hereunder or from any other cause,except for claims arising 9.4 Assignment:The rights under this Agreement shall not be assigned by one
from the negligence or willful misconduct of CCS,CCS'employees,agents or party without the written consent of the other party.
total 'raeof t Lability d CCS
pm for negligence shall in no event exceed the 9.5 Complete Agreement:This Agmament,including all Exhibits,constitutes the
tool price of the iron d Equipment,So worm Module,a particular Service (S
whi�hn the subject of the claim. Except for acts of willful misconduct,in no enagteemertt bet the patties with rogtat to the subject matter hereof,and
event shall CCS be liable for indirect,incidental,special,consequential,or sac es all prior or contamporan"tin standings or agreements,whether
exemplary damag`es of any kind arising out of the existence,furnishing, written or oral,regarding the subject matter hereof.
functioning,or tha use of the Equipment,Software or Services provided 9.6 Modification:This Agreement may not be modified except by an imsbu ment in
hereunder,even if CCS has been advised of the possibility of such damage. writing and signed by a duly authorized representative of as%party.
8 AGENT 9.7 Severability:If any provision of this Agreamant shall be held to be invalid,
8.1 The Agreement between Licensee:and CCS consists of the following documents illegal or unenforceable,the validity,legality and enforceability of the remaining
and all attachments thereto,which are hereby incorporated by reference. If them provisions shall not in any way be affected or impaired.
is any conflict between the documents,the following order of precedence shall 9.8 Waivers:Any waivers by either party of a breach of any provision to this
govern: Agmanant shall not operate as,or be construed to be,a waiver of any other
8.1.1 The contents heroin as may be modified,including all Exhibits. provmsnon of this Agreement. The failure of a party to insist upon strict
adhaerence to any term of this Agar t on one or more occasions shall not be
8.1.2 CCS'proposal dated 06/07195 and heeinafter referred to as the considered a waiver or deprive that party of the right thereafter to insist upon
Proposal. strict adherence to that term or any other tern of this Agreement.
8.1.3 Licensee's Request for Proposal dated NIA _and hereinafter 9.9 Arbitration:All disputes,with the exception of the injunctive and other relief
referred to u the RFP. referred to in Article 2.5,above,arising out of or relating to this Agreement,or a
9 GFNERAI material breach thereof,including disputes regarding arbitrability, will be
submitted to binding arbitration in accordance with the Commercial Arbitration
9.1 Site Location:The Equipment and Software shall be located at the following Rules of the American Arbitration Association u supplemented by the
address. Computer Guide,if then in existence,and judgmant upon the award rendered
208 S.Cameron Street tr,71 boronah NC 27278 by the arbitrator may be entered in any Court having jurisdiction thereof. no
parties shall jointly request the American Arbitration Association to submit a
9.2 Export:The Equipment and Licensed Software furnished by CCS herein and any ppaannel of three arbitrators,each of which is listed on the Computer Arbitration
direct products thereof are presently considered licensable commodities and am Panel and at last one of which shall be an attomey in good standing.
regulated by the U.S.Department of Commerce. In order to either export said 9.10 Force Majeum: In the aver of any cause beyond the control of either party,
commodities from the United States,or to reexport same from any country,a such party shall not be liable for any delay in the performance of,or failure to
valid license from the U.S.Department of Commerce is required. Diversion perform,this Agrcement Without limiting the generality of the foregoing,such
contrary to United States Law is prohibited. causes include acts of God or the public enemy,fires.floods,stoma,
9.3 Insurance:CCS maintains insurance during the period of CCS'performance earthquakes,riots,strikes.lockouts.wan or war operations or other causes
under this Agreement as follows: which could rat,with reasonable diligence,be controlled or prevemed by the
9.3.1 All covera4e required by statute or regulation,including,but not limited party affected'
to,Workers Compensation. 9.11 Notices:All notices,requests,demands or other communications required or
9.3.2 General Liability in the amount of 51,000,000,including
=tied to be given hereunder shall be in writing and shall be deemed to have
camera in the amount of$500,000. g Property duly given when mailed by certified mail,or delivered in person to the
parties who have executed this Agreement
If requested by Licauco,CCS shall provide a Certificate of Insurance 9.12 Headings:The paragraph headings sed herein are for convenience of reference
evidencing the above coverage. only and shall in noway be deemed to define,limit or add to any of the
provisions hereof.
IN WITNESS WHEREOF the parties hereunto have caused this Agreement to be executed by their duly
authorized representatives this day of 19
Accepted By Accepted By
CREATIVE COMPUTER SOLUTIONS, INC. ORANGE COUNTY
By: By:
Name: _ JANET C. Ci.ARKF Name:
Title: VICE PRESIDENT FINANCE Title:
Date: Date:
Standard Contract
8/95
4 !
EXHIBIT A
i
PAYMENTSCHEDULE
Paragraph 5.1 Paragraph ub 5.1
8 5.2 - Paragraph 5.4 - Exhibit C-
Exhibit S Sales Exhibit d 5.2- Due
Total Tax Totals Deposit Due Upon Due Upon Paragraph
Upon Installation Implementation 3
Execution
BIT 13.APPLICATION SOFTWARE
ortin Fee 5,000 1,250 3,750
Icense Transfer Fee 3,500 210 927 2,783
m lementatlon 1,500 1,500
CS Annual Port Fee 500 30 530
14Ub-Total Exhibit B 10,500 240
Total Exhibit B 10,740
EXHllBrr D-OTHER LICENSED SOFTWARE
niData DBMS Fee 6 Users 2,937 176 778 2,335
krl License Renewal Fee 441 26 467
Total Exhibit D 3,580
-TOTAL HARDWARE AND SOFTWARE 13,878, 442 14,320, 2,955, 8,868 1,500, 997
III
I
I
The County of Orange,
North Carolina
November 3, 1995
1
5
EXMBIT B
APPLICATION SOFTWARE AND SERVICES
Application Software Services License Fee
Porting Fee $ 51000
(Loading Unidata RDBMS,conversion and loading of CCS standard application
software and data dictionaries,conversion and loading of CCS system software
(CCSLIB),and conversion of data in CCS maintained accounts.
License Transfer Fee 3,500
Implementation 1,500
CCS Annual Port Fee 500
Sales Tax(6%) 240
Total Services $ 10,740
The County of orange,North Carolina
Nov.2,1995
I
6
i
EXHIBIT C
SOFTWARE TECI MCAL ASSISTANCE
CCS to 'des Technical Assistance Services for the Application o
gK j pp on S ftwsm 2.2 Licensed will make available to CCS,on a reasonable bads,data necessary
listed in Ealtibn B and Other Licensed Software in Exhibit D to this Agreement for the successful support of the Softwam,including all currently existing
under the following terms and conditions. master files. CCS shall not disclose this data to persons not authorized by
1 1 CCS or Licensee.
1.1 CCS shall make available staff for phone consultation and dial-up assistance 2.3 Licensee sprees that adequate backup copies d all on-line disk files must be
regarding the standard Application Software listed in Exhibit B to this kept on backup media. Ibmefore,Licensee agrees to create and keep backup
Agreement during nmmal budnea hours(6:00 AM-5:00 PM Pacific Time). media according to the following schedule:
1.2 CCS shag ptov�des Technical Services based an the Technical Support Plan 2.3.1 A complete backup will be performed daily of all dynamic disk files.
purchased by Licensee and indicated below: 2.3.2 The daily backup media and any corresponding reports will be kept at
Basic Technical 4ii,�•�•••� the computer cite for a mi intum p�sod of two weeks. These media will not
be used again u backup during this two week period.
applicable not applicable 2.3.3 The last set of back mp media crated each month will be retained at an
General assistance with software applications off-site location for a period of not lea than six months.
Installation of routine software upgrades and patches 2.3.4 The last set of backup media crated each quarter will be retained at an
- Advice an backup and recovery off-site location for a period of not less than two years.
•Training questions 2.4 Licensee specs,at its own expense,to provide CCS access to Licensees
cemputer system,at a date rate of no lea than 9600 baud,during omal
•Data access dictionary terms business hours is a CCS-a ed telephone modem. Such g on shall
•boy�guage be operabla prior to initial software installation and shall�operable for
• the duration d CCS'obligation to Licensee for Software Technical
Procedural Languages Assistance services.
•BASIC 3 CHAR(.RR AND PAYMENT TERMS
•User-defined database 3.1 Licence sgrees to pa GCS the rates listed in Exhibits B and D for Software
•Provided Licensee staff requesting assistance has successfully completed Technical Assistance herein selected.
CCS training on this subjecL 3.2 Rata shall become effective thirty days after installation of the initial
Any additional services not outlined above,that am provided by CCS will Application Software and shall be renewed on the first day d each calendar
be charged at$135.00 per hour. year(the'Renewal Date').
Technical Sneeert EU 3.3 Additional services provided by CCS not coveted hereunder will be charged
applicable _�not applicable at the following per hats rate:
Software Services $135.00
Includes all of the services offend in Basic Technical Support,plus the
following services at$75.00 per hour. 3.4 notice to the Licenses.
Rates may be adjusted by CCS on the Renewal Data upon thirty days written
Repairing corrupted data
notice
Hardwar supper 3.5 Annual Urddau license renewal fns L dun upon initial installation and upon
each anniversary date of the system installation.
UNDO Support 3.6 Annual operating system license renewal fees am payable beginning on the
UniData Support first anniversary date of the installation and are Payable regardless of whether
PC support the manufacturer is performing the hardware maintenance.
Support for custom programming 3.7 CCS annual port fee is due upon initial software installation and upon each
anniversary date thereafter.
Softwar0systetn Problems arising from hardware not provided by CCS 4 REVISIONS
All of the above services are provided by phone unless special arrangements 4.1 Licensee agrees to install the latest mandatory releases d the Application
have been made in advance. On site aervigx am billed for travel time and Software
and Other Licensed Software within six months of issuance and
travel expenses as interred. notification by CCS.
1.3 CCS shall pprroov�ide Technical Services for CCS'Application Software and the 4.2 Licensee agrees to provide those CCS personnel concertned with the
following Car Likened Sofwae: operation and support of the Application Software reasonable seeds to the
UNIDATA RI)BMS t tt 7 (6 USERS! ate to perform activities necessary for installation of revisions pursuant to
this Article.
4.3 CCS agrees to provide support services to gable the Licensed Software to
perform abstantially in accordance with CCS'then current documentation
and tnay charge a reasonable fee for such maintenance d the Licensed
2 D RY t.i -ENE .E Software. Fenn time to time,CCS may issue optional and mandatory
revisions which shall be included in the gram of license se forth above at
2.1 U cc a that full coop��tion and assistance is neces ary to maintain CCS'then current price.
the suxeafiil performance of cite Softwam. Licensee will be responsible fee S TERMINATION
notifying CCS of any software problem and will provide written documantadon d software probleru with specific examples Licensee or CCS may cancel Software Technical Assistance on the Renewal
Date,upon thirty days prior written notice to the other party.
�I
i
j
7
EXHIBIT D
OTHER LICENSED SOFTWARE AND SERVICES
Description License Fee
Unidata License Fee
RDBMS(6 users) $ 2,937
Annual License Renewal Fee 441
Sales Tax(6%) 203
Total Software&Services $ 3,581
The County of Orange,North Carolina
Nov.2,1995
i
8
AMENDMENT TO THE AGREEMENT +
BETWEEN
CREATIVE COMPUTER SOLUTIONS, INC.
AND
I
THE COUNTY OF ORANGE, NORTH CAROLINA
I
I
The following modifications to the Agreement have been agreed upon by Creative Computer Solutions(Licensor)
and The County of Orange,North Carolina(Licensee).
i
5. PAYMENT TERMS
Page 1,5.3 Delete this paragraph. Replace it with:
Client will use existing equipment,IBM RS6000,Serial#701326-28075
Page 1,5.9 The following paragraph has been added:
j In the event that Orange County shall become liable for any taxes,Licensor 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.
Exhibit
3 CHARGES AND PAYMENT TERMS
3.1 The following has been added after the first sentence:
The current monthly rate is$154.
I
IN WITNESS WHEREOF the parties hereunto have caused this Amendment to be executed by their duly authorized
representatives this day of , 1995.
Accepted By. Accepted By.
CREATIVE COMPUTER SOLUTIONS,INC. THE COUNTY OF ORANGE,NORTH CAROLINA
I
By. By
I�
Name: _ JANET C.CLA_RKE Name:
Title: VICE PRESIDENT Title:
Date: Date:
I
Amend.The County of Orange,North Carolina
11/1/95