Springbrook Software ~ •
ringbrook
SPRINGBROOK SOFTWARE SUBSCRIPTION AGREEMENT
Online Payments Service UBPayments,com
PARTIES:
SPRINGBROOK SOFTWARE:
Springbrook Software, Inc., an Oregon corporation
111 SW Fifth Avenue, Suite 2900
Portland, OR 97204
Phone: 503.820.2200
Fax: 503.820.4500
Email: sales y sprbrk.com
CLIENT:
CITY OF TIGARD,OREGON
PO Box 230000
13125 SW Hall Blvd
Tigard, OR 97223
503.639.4171
EFFECTIVE DATE: December 10,2008
AGREEMENT:
1. The Service. The Service provided by Springbrook Software to Client pursuant to this
Agreement shall consist of the Utility Billing Payments service, and shall include any
additional online payments services listed on Attachment A(collectively the "Service").
The Service includes:
a. Online Payments. The Service will allow citizens, consumers, and others
designated by Client(collectively the "Citizens")to make payments to Client, to
check account balances and activity, all via a website or webpage hosted and
maintained by Springbrook and/or its agents,accessible by hotlink from Client's
own website. Client agrees to use only such vendors which are subject to an
agreement between the vendor and Springbrook for merchant banking services,
for purposes of the credit card transactions, Client shall act as merchant, and
Client shall be solely responsible for maintaining its merchant relationship with
�(� 111 SW Fifth Avenue Suite 2900 Portland,Oregon 97204 1;1 1111 503.820.2200 /cr 503.820.4500 www.SpringbrookSoftware.com
such vendors, and for all payments related to that merchant relationship. Such
merchant relationship is subject to the terms of the agreement signed between
Client and the vendor and not subject to the terms and provisions of this
Agreement.
b. Software. Operation of the Service requires installation and maintenance of
proprietary Springbrook software on servers maintained by Client on Client's
premises. As used in this Agreement,the Software is limited to the most current
released version of the Springbrook Software payments application, and includes
any updates to the Software as made available by Springbrook. The Software
does not include new software applications, substantially new versions of any
software application, or services necessary to implement new applications or
versions of the applications. Client agrees that Springbrook may designate any
software application released by Springbrook after the Effective Date as a new
version or a new application, and that additional fees may be required for any
such new version or application.
c. Rights of Access and Use. Springbrook grants Client a terminable,non-
exclusive and non-transferable right to access and use the Service solely for
Client's internal business needs(including access by Citizens via password
protected accounts), subject to the terms and conditions herein.
2. License,Implementation Services,and Support and Maintenance Fees. Fees
paid by Client are in consideration of the rights of access and use granted in Section
1, and as defined in Section 3 and attachment A and B. The Service Fees do not
include services or goods not expressly described in this Agreement. Except as
otherwise expressly stated herein, all fees paid hereunder are nonrefundable and will
be forfeited in the event of cancellation or termination. Springbrook reserves the
right to change the Fees, effective at the commencement of a Renewal Term(as
defined in section 6), or at the time support and maintenance Fees are due as outlined
in attachment A.
3. Client Responsibilities. Client acknowledges that operation of the Service requires
Client's effort and cooperation, and that in addition to its other obligations under this
Agreement, Client assumes the following responsibilities.
a. Set-Up,Training. Client shall use its best efforts to facilitate and participate in
Service Set-Up, and afford Springbrook reasonable access to information,
equipment and facilities as requested by Springbrook. Client shall require all of
Client's personnel who use the Service to complete any training prescribed by
Springbrook at the time of implementation. Subsequent training of new personnel
after implementation is not included in this agreement.
b. Equipment Maintenance. Client shall maintain hardware and software,
including non-Springbrook hardware or software, at Client's site as recommended
by Springbrook for operation and use of the Service. Client, at its expense, shall
also maintain its own website,which shall feature a hotlink icon by which
Citizens can access the Service website or webpage hosted by Springbrook.
Springbrook may, at its discretion,provide a standard web page that appears to
belong to Client but is actually housed on Springbrook's website.
c. Account Access,Creation and Termination. Client shall exercise control over
account access,creation and termination, and shall be solely responsible for
assigning account passwords, creating or terminating accounts, allowing Citizens
to open accounts, and for controlling account and password security. The Service
shall restrict access to each Citizen account to users who enter the assigned
account password,but otherwise Springbrook shall not be responsible or liable for
controlling access to or misuse of accounts.
d. Monitor and Store Data. Client shall verify account data accuracy on a regular
basis, and assumes sole responsibility for maintaining data backup systems.
Client shall immediately inform Springbrook of any account data inconsistency,
errors or corruption.
e. Release of Client or Citizen Records. Client shall assume responsibility for
responding to and determining the validity of any requests or demands,whether
from a court, a regulatory or other governmental agency,or the public, for the
release of any Client or Citizen records or data in Springbrook's control or
possession. Springbrook shall not release any such records or data to any party
without written authorization by Client, unless compelled to do so by a court or
agency of competent jurisdiction,or unless necessary to defend a claim against
Springbrook. Springbrook shall inform Client of any such compelled or required
disclosure prior to disclosure, but such disclosure shall not be subject to Client's
prior approval.
E Citizen Support. Client assumes sole responsibility for providing all support
services to Citizens,and shall be the sole contact for all support requests from
Citizens. Client shall not refer any Citizen to Springbrook directly for support
requests, but may communicate such requests to Springbrook together with
contact information for the requesting Citizen. Springbrook may, in its discretion,
respond directly to the Citizen or provide a response to Client,and may deem any
such response support not covered by regular Maintenance and Support to be
billed as an additional fee to Client at Springbrook's hourly rates.
g. Credit Card Charge-backs. Client assumes liability for, and indemnifies
Springbrook and its agents,against any claims or charges by any bank or credit
card company for charge-backs related to any Citizen payment via the Service,
and any claims or charges by any bank or credit card company for online payment
processing fees related to online payments to Client.
4. Indemnification.
SUBSCRIPTION AGREEMENT
ONLINE PAYMENTS SERVICE-UBPAYMENTS.COM
a. By Client. In addition to indemnification pursuant to Section 3.g., Client shall
indemnify and hold Springbrook harmless from and against any claims, demands,
causes of action, debt or liability, including reasonable attorneys' fees(the
"Claims"),to the extent that the Claims are based upon: 1)a claim relating to the
protection or disclosure of,or any request or demand to view, any account or
payment records, data or information(other than disclosures caused solely by
Springbrook acting other than upon Client's instructions, including without
limitation instructions regarding applicable laws or regulations); 2)a claim
relating to compliance with any laws or regulations requiring disclosures to any
Citizen; and 3) acts of Client or any Citizens using the Service in breach of law or
regulation, or contrary to any term of this Agreement.
b. By Sprinebrook. Springbrook shall indemnify and hold Client harmless from
and against any claims, demands, causes of action, debt or liability, including
reasonable attorneys' fees(the"Claims"),to the extent that the Claims are based
upon a claim that any of the website content provided solely by Springbrook
infringes or violates any intellectual property rights of any third party.
c. PCI Compliance Client understands and agrees that Springbrook is not
responsible for and shall not provide compliance services related to PCI
compliance standards. Such PCI compliance shall be subject to the terms and
conditions of the agreement signed between the merchant services vendor and
Client.
5. Confidentiality and Ownership. Each party shall instruct its employees, agents, and
contractors of its confidentiality obligations hereunder and not to attempt to
circumvent any such security procedures and devices.
a. Client Data. Client shall remain the sole and exclusive owner of all Client data
(as defined herein). All such, Client data shall be subject to regulation and
examination by the appropriate auditors and regulatory agencies to the same
extent as if such information were on Client's premises. "Client Data"means any
and all data and information of any kind or nature submitted to Springbrook by
Client, or received by Springbrook on behalf of Client, in connection with the
Service, other than publicly available information.
b. Sprinabrook Systems,Service and Confidential Information. Client
acknowledges that it has no rights in the Service, including without limitation any
software, systems, artwork,methods, documentation, guidelines,procedures and
similar related materials or any modifications thereof provided by Springbrook,
and including material displayed on any Service website such as icons, screen
displays, and the assembly and arrangement thereof, except with respect to and as
limited by Client's access and use of the same during the term of this Agreement.
6. Term; Default; Renewal. This Agreement is effective as of the Effective Date and
shall continue for twelve (12)months thereafter(the"Initial Term"). Either party may
terminate this Agreement upon delivering notice of termination for any material
breach of this Agreement by the other, provided such notice(1) sets forth the grounds
for termination,and(2) gives the breaching party thirty (30) days to cure the breach.
Notwithstanding that a party gives notice of termination, such termination shall not be
effective if the breach is cured prior to expiration of the thirty(30)day notice period,
and the terminating party is notified of the cure within the notice period. Effective
upon the expiration of the Initial Term, and the expiration of each Renewal Term(as
defined herein)thereafter,this Agreement shall be automatically renewed for
successive Terms of 12 months each(each such successive term a"Renewal Term"),
unless contrary notice is given by either party at least sixty(60)days prior to the
expiration of the initial term.
7. Limited Warranty and Exclusions. SPRINGBROOK WARRANTS THAT IT HAS
TITLE TO THE INTELLECTUAL PROPERTY USED IN THE SERVICE AND
THAT IT HAS AUTHORITY TO GRANT THE RIGHT OF ACCESS AND USE
HEREIN TO CLIENT. SPRINGBROOK ALSO WARRANTS THAT, DURING
THE TERM OF THIS AGREEMENT, THE SOFTWARE WILL FUNCTION IN
CONFORMITY WITH THE DESCRIPTION AND SPECIFICATIONS
CONTAINED IN THIS AGREEMENT AND THE ATTACHMENTS HERETO,
AND THAT ALL SERVICES RENDERED HEREUNDER SHALL BE
PERFORMED IN A GOOD AND WORKMANLIKE MANNER. SPRINGBROOK
MAKES NO WARRANTY REGARDING THE USABILITY OR
CONVERTABILITY OF ANY OF CLIENT'S PRE-EXISTING DATA. CLIENT
AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL
OTHER WARRANTIES OF SPRINGBROOK AND SPRINGBROOK DISCLAIMS
ALL OTHER WARRANTIES,EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE, THAT THE OPERATION OF
THE SERVICE WILL BE FREE FROM ERRORS OR INTERRUPTION, OR
THAT THE CLIENT DATA WILL BE FREE FROM CORRUPTION OR LOSS.
8. Limitation of Remedies and Liability; Exclusion of Consequential Damages. The
cumulative liability of Springbrook to Client for all claims relating to the Software
and any services rendered hereunder, in contract,tort, or otherwise, shall not exceed
the total amount of the Service Fees (as defined in Section 2)paid to Springbrook
during the six(6)months immediately preceding the date Client informs Springbrook
of the claim. Springbrook's liability for breach of warranty exists only during the
warranty period set forth in Section 7. In no event shall Springbrook be liable for any
consequential, indirect, special or incidental damages (including, without limitation,
damages for loss of business profits, business interruption, loss of business
information,or other pecuniary loss),whether arising out of contract,tort, warranty or
otherwise. The foregoing limitation of liability and exclusion of certain damages
shall apply regardless of the success or effectiveness of other remedies, and applies to
claims pursuant to the limited warranty created under this Agreement.
9. Taxes. In addition to the Service Fees and other fees payable hereunder, Client shall
be liable for any federal, state,county, local or other governmental taxes, duties and
excise taxes, now or hereafter applied on the use of the Service including sales tax,
use tax, value added tax or similar tax.
10. Force Majeure. Neither party shall be liable or deemed to be in default for any delay
or failure in performance under this Agreement or interruption of the Service
resulting directly or indirectly from acts of God, or any causes beyond the reasonable
control of such party, including without limitation interruption of power or
communications facilities, or failure of data storage hardware or software, that is not
in the party's exclusive control.
11.Relationshio of Parties. Springbrook and Client are acting hereunder as independent
contractors and under no circumstances shall any of the employees of one party be
deemed the employees of the other. This Agreement shall not be construed as
authority for either party to act as the other party's agent, or as creating a partnership
or joint venture between the parties.
12. Assignment. This Agreement is not assignable by Client without Springbrook's prior
written consent. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors. Any assignment in breach of this section 12
shall be void.
13. No Waiver. No waiver by either party of any breach of any provisions hereof shall
be effective or enforceable unless made in writing signed by the party.
14..Governine Law; Venue. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Oregon as it applies to a contract
made and performed in Oregon,regardless of the place of execution or performance.
Any action brought by either party hereunder may only be brought in the Federal
District Court in Oregon, or any state court in Oregon.
15.Entire Agreement; Modifications; Rearesentations. This Agreement is the
complete and exclusive statement of the agreement between Springbrook and Client
and supersedes all prior and contemporaneous negotiations, discussions,proposals
and understandings, oral,written or implied, including those involving any agent of
either party,relating to the subject matter herein. No representations or statements
made by either party or either party's agents not expressly stated herein are binding
on either party. The terms of this Agreement may only be modified or expanded by a
written agreement executed by the parties. Client represents and warrants that it has
conducted its own due diligence investigation of all facts material to this transaction,
that it possesses all information and expertise and capacity necessary to conduct such
investigation, and that it possesses sufficient expertise and capacity to use the Service
for its intended purpose.
IN WITNESS WHEREOF,each of the parties hereto has caused this Agreement to be
executed in duplicate by its duly authorized officer or representative.
SPRINGBROOK CLIENT
By: By:
Name: Char Baumgardner Name:
Title: Contract Administrator Title:
Signature: Signature:
Date: 92008 Date: , 2008
SUBSCRIPTION AGREEMENT
ONLINE PAYMENTS SERVICE—UBPAYMENTS.COM Page 7
01/22/2009 13:59 FAX 503 639 1471 CITY OF TIGARD SPRINGBROOK 2002
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in duplicate by its duly authorized officer or
representative.
SPRINGBROOK CLIENT
By. By. / `V tV h vy/
Name: Char Baum ardner Name:
Title: Contract Administrator Title:
Signature: Signature:
Date: 2008 Date: �, 2008
SSCRIPIION AGREEMENT Page 9
i 115 r!FJ❑7 7eF'i i 1}UIR PAYMENT SERVICE-UBPAYMENTS.COM
ATTACHMENT A
to Subscription Agreement
This Attachment A lists the amount charged for the products and services provided to
CLIENT under this Agreement, and the current cost for other services. By signing the
Attachment, Client is agreeing to the schedule of fees for the duration of the Agreement.
SERVICE FEES:
Initial License and Implementation Fees shall be $100.00 for every 100 accounts, up to
and not to exceed$25.000.00 for the Service and shall be due at contract signing. An
additional fee of$6000.00 shall also be charged for implementation Services. These
shall be one-time fees,which are due at at completion of implementation or within six
months of execution of this agreement,whichever comes first.
• Number of UB Accounts: xxx
• Per account License Fee: $ 1.00
• License Fee: $ N/A
• Implementation Service Fee: $ 6000.00
• Annual Maintenance: Remains the same
W Utility Billing r Business Tax I-" Business Licenses
r Building Permits r Special Assessments r Misc Accts Rec
Total Due with Signed Agreement: $ 0
Fees do not include on-site support, file and data conversion, consulting services,
shipping charges, or the costs of any recommended hardware. Any such services not
subject to bid require Client's signature on a Springbrook work order prior to
performance.
Annual Service Fees shall be based on 22%of the Initial Retail License Fee or$500.00,
whichever is greater. These fees shall cover Support and Maintenance as described in
Attachment B. The Annual Service Fee is due upon execution of this contract on a
pro-rata basis through the end of Client's existing fiscal or calendar budget year.
Subsequent Annual Service Fee's will be due by the end of the first period of the
client's fiscal calendar. The Annual Service Fee may be reviewed and adjusted by
Springbrook every twelve(12)months to account for significant increases in the
number of active utility billing accounts which Client maintains and CPI/COLA
increases.
Customization and Modification Fees shall be calculated based on Springbrook's
review of requirements submitted by the client, and shall not be assessed until
Springbrook has received a signed Springbrook work order from Client for such
services.
ATTACHMENT B
to Subscription Agreement
A. Support and Maintenance. Springbrook shall provide support and maintenance
related to the Software on the following terms and conditions:
A.I. Definitions.
A.1.1. "Enhancement" means any modification or addition that, when made or
added to the Software,materially changes its utility, efficiency, functional
capability, or application,but that does not constitute solely an Error
Correction. Springbrook reserves the right to designate any Enhancement
released by Springbrook after the Effective Date as a new version of the
Software or as new software application, and to condition release and right
of access and use of the new application or version upon Client's payment
of an adjusted Service Fee.
A.1.2. "Error"means any failure of the Software to conform in any material
respect to its published specification.
A.1.3. "Error Correction"means either a modification or addition that, when
made or added to the Software, brings the Software into material
conformity with its published specifications, or a procedure or routine that,
when observed in the regular operation of the Software, avoids the
practical adverse effect of such nonconformity.
A.1.4. "Releases"means new versions of the Software, which may include Error
Corrections and/or Enhancements.
A.1.5. "Temporary Fix"means an initial correction or"fix"to a problem in the
Software prior to the release of an error correction.
A.2. Scope of Maintenance. During the term of this Agreement, Springbrook shall
provide Basic Maintenance services in support of the Software. Basic Maintenance
services shall consist of
A.2.1.Downtime. Springbrook shall make its best efforts to limit Service
downtime caused by maintenance, upgrades or repairs,to two (2)hours
per incident, and shall make its best efforts to post on the Service website
the expected downtime and the time at which service will be restored.
A.2.2.Error Correction. Springbrook will use all reasonable diligence to correct
verifiable and reproducible Errors within a reasonable time period after
reported to Springbrook. The Error Correction,when completed, may be
provided in the form of a "temporary fix," consisting of sufficient
programming and operating instructions to implement the Error
Correction.
A.2.3.Telephone/Modem Support. Springbrook shall provide support during
normal business hours(7:OOam- 5:OOpm PST)that permits Client to
report Errors in the Software or Service access and to receive assistance.
Springbrook reserves the right to bill hourly(following Client's prior
approval) for maintenance in cases of repeated operator error, or where a
single operator error results in substantial effort by Springbrook to resolve
the problem.
A.2.4.Changes in State and Federal Regulations. Springbrook may provide
updates needed to conform to state and federal regulations, including
changes to tax tables and routine forms. Maintenance services under this
Agreement do not include updates to conform to any changes in local
governmental regulations, including without limitation changes in utility
billing rates, reports or methods.
A.2.5. Routine Releases. Springbrook may, from time to time, issue Routine
Releases of the Software, containing Error Corrections and Enhancements.
Routine Releases will be made available to Clients who have subscription
agreements in place, as soon as reasonably possible,at times and on
conditions to be established by Springbrook. Springbrook reserves the
right to designate any Release as routine or non-routine.
A.3. Exceptions. The following matters are not covered by Basic Maintenance,
and are outside the scope of services provided pursuant to this Agreement:
A.3.1. Onsite support by employees or agents of Springbrook;
A.3.2. Training users in the proper operation of the Software and
the Service;
A.3.3. Any problem resulting from Client's misuse, improper use,
alteration, or damage of the Software, unless approved by Springbrook in
writing;
A.3.4. Support of operating systems; support of non-Springbrook
software, including but not limited to spreadsheets,word processors, and
general office software; support of any of Client's hardware or
communications facilities.
A.3.5. Set-up, implementation, data conversion and implementation
management services.
A.3.6. Any support or service supplied directly to a Citizen, or to Client on
behalf of any Citizen or other third party.
A.4. Cooperation of Client. Client agrees to notify Springbrook promptly
following the discovery of any Error. Further, upon discovery of an Error, Client
agrees, if requested by Springbrook,to submit to Springbrook a listing of output and
any other data that Springbrook may require in order to reproduce the Error and the
operating conditions under which the Error occurred or was discovered. Springbrook
shall treat any such data as confidential.
A.5. Software Modifications,Customization. Client agrees to pay an hourly rate
based on Springbrook's regular schedule of fees or on a bid basis for any
modifications to or customization of the Software made by Springbrook at the
Client's written request. All programs(including ideas and know-how and concepts)
developed by Springbrook are and shall remain Springbrook's sole property. Any
writing or work of authorship created by Springbrook(including all custom
programming) in the course of performing its obligations under this Agreement, even
if designed specifically for and paid for by Client, shall be the property of
Springbrook, and Springbrook may make such programs available to any of its other
clients.
SUBSCRIPTION AGREEMENT
ONLINE PAYMENTS SERVICE—UBPAYMENTS.COM Page 12
-Sp
rin
January 26, 1990
Mr. Don Palmer
City of Tigard
13125 SW Hall Blvd
Tigard, OR 97223
Dear Mr. Palmer,
This letter is intended to serve as a software license
agreement between Springbrook Software, Inc . and the City of
Tigard. This agreement lists the features of Springbrook
Software, Inc . ' s Municipal Business Licensing program and
at what price and terms the City of Tigard will be granted a
perpetual lease of this application.
Municipal Business Licensing currently has the following
features :
1 ) The creation and maintainance of a business license
rate table .
2) The creation and maintainance of a table of the types
of licensed businesses .
3) The creation and maintainance of a master list of all
currently licensed .businesses .
4) The ability to generate a printed list of current
business types .
5) The ability to generate a printed list of all
currently licensed businesses sorted by business
type.
6) The ability to generate a printed list of all current
business license accounts .
7) The ability to print business license renewal forms .
8) The ability to print mailing labels for all currently
licensed businesses .
9) The ability to print the business license
certificate.
Municipal Business Licensing with the features listed above
is currently priced at $ 1000 . 00 .
Sincerely,
RRemen is
2115 PORTLAND ROAD NEWBERG, OR 97132 (503] 538-1480
The following are the terms of the software agreement between
the City of Tigard and Springbrook Software, Inc . This
agreement covers installation and support of the Business
License package developed by Springbrook Software, Inc . for
the City of Tigard.. This agreement does not cover any
modifications made to the software by the City of Tigard
personnel .
LICENSE:
Software is sold under a license basis only. . This means that
for the prices paid for software systems, the City of
Tigard is entitled to a paid up, perpetual, nontransferable
license. This license is inclusive of all program software,
including program source code, data, report formats., user
documentation and other information necessary for use and
operation of Springbrook Software, Inc. , products .
A You and your employees and agents are required to
protect the confidentiality of the. Program. You may not
distribute or otherwise make. the Program or documentation
available to any third party, by time-sharing or otherwise,
without the prior written consent of Springbrook Software,
Inca You also agree to prevent your employees from
transferring the software outside of your organization.
B. You may transfer the software to another machine or
machines owned by the City of Tigard.
C. IF YOU TRANSFER POSSESSION OF ANY COPY OR MERGED
PORTION OF THE PROGRAM TO ANOTHER PARTY, YOUR LICENSE IS
AUTOMATICALLY TERMINATED.
TERM:
The license is effective until terminated. You may terminate
it at any time by returning to Springbrook Software Inc . the
programs and related documentation, together with all copies
and merged portions in any form.
The license will also terminate immediately upon conditions
set forth elsewhere in the Agreement, or if you fail to
comply with any term or condition contained herein.. Upon
such termination, you agree to return' to Springbrook Software
Inc. the Programs and related documentation.
WARRANTY AND SUPPORT:
All software has a one-year warranty. If programs fail to
operate as documented in the user' s manual or in our proposal
to supply software, they will be repaired or replaced at no
cost to you.
�r
Technical support is available as follows:
1 . Telephone and modem support is provided at no charge
for a period of three months from the date of
installation.
2 . Additional programming for exi-sting systems is
available at an hourly rate of $50. 00 per hour (for
a minimum period of six months . following
installation) , or our then .current rate after six
months .
3 . Programming services required 6 or more months after
installation will be charged at the then current
schedule of fees.
LIMITATION OF REMEDIES:
IN NO EVENT WILL SPRINGBROOK SOFTWARE BE LIABLE TO YOU FOR
ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR
OTHER INCIDENTAL OR. CONSEQUENTIAL DAMAGES ARISING OUT OF THE
USE OR INABILITY TO USE THE PROGRAMS, OR FOR ANY CLAIM BY ANY
OTHER PARTY, EXCEPT AS SET FORTH AS FOLLOWS:
Any liability is limited to the .price that the City of Tigard
paid Springbrook Software, Inc . for the software package
(system) that was found to be in error.
Our goal is to supply superior' systems at a reasonable price.
If you are unhappy with the product in any way, please don' t
hesitate to contact us so that your problem may be corrected.
I , ?� hereby accept and agree
to the. terms of the Software License Agreement between
Springbrook Software, Inc . and the City of Tigard.
NAME:
TITLE: ,�y¢rr 4f Dec a z-
For: The City of Tigard
Tigard, Oregon
DATE: Ti/L4 , 19�
ware
November 1, 1989
Mr. Wayne Lowry
City of Tigard
13125 SW Hall Blvd
Tigard, OR 97223
Dear Mr. Lowry:
This letter is to serve as an outline of our proposal to
provide software for the City of Tigard, and to ,form the
basis of an implementation plan for new software.
Contract:
We normally do not supply contracts with the sale of our
software, but instead offer a license agreement (attached)
similar to those provided by Lotus and Word Perfect.
Payment Terms:
50% of each Springbrook Software package is due upon
installation; the remaining 501 is due upon the system going
into production.
Conversion:
The cost for conversion, as outlined in our response to your
RFP dated June 26, 19.89, is $47.50 per hour. At this time we
can estimate only ,that it will take between 12 and, 16 hours
per system. Payment for conversion is due upon receipt of
invoice.
Installation:
Due to the interconnectivity of the systems„ they will all
need to be installed at once:. As modifications are made,
they will be installed at your site for testing by your
staff.
Modifications to System:
In our discussion with your staff, we indicated that we were
willing to make those modifications that were mentioned at
that time at no cost to the City of Tigard, but to keep that
2115 PORTLAND ROAD NEWBERG; OR 97132 [503) 538-1480
Page 2
Tigard Contract Letter
November 1, 1989
from being open ended, I have outlined the anticipated
modifications below:
1. The systems will be modified to run under Clipper, and to
take advantage of the Novell transaction log feature.
2 . Payroll will be modified to support pay types, accruals,
and deductions as required for compatability with the
City's system. Invoice transactions will be generated
for payment of deductions in Accounts Payable. Selected
Personnel Information will be added to the Payroll Master
File.
3. Cash Receipts will be modified to be similar in form and
function to the Cash Receipts system currently in use by
the City.
4. Utility Billing will be modified to be similar in
function to that currently in use by the City.
5. Municipal Court will be modified to print reports as
required by the City. In addition, the system will be
modified to generate Accounts Payable transactions for
payment of referrals and other dispositions.
We would propose to have people at your site to review the
system in detail with your staff November 9th and 10th. At
this time we will outline modifications to the system. We
currently feel that all changes can be made within one month
of starting the system.
Because of the extended development time required for
Clipper, we will test under Foxbase and compile to Clipper
after testing has been completed. Modified software will be
provided to you for testing as changes are completed. As the
systems are being modified, we will also develop the
conversion programs.
We expect to complete testing one month after starting
modifications to the software, and if all goes well, we could
convert at the next available opportunity (probably after a
suitable closing) .
Sincerely,
SPRINGBROOK SOFTWARE, INC
Richard L Rementeria
President
Page 3
Tigard Contract Letter
November 1, 1989
I, ,do hereby accept the terms and
conditi ns f th above contract letter and the enclosed
license agreement with and between Springbrook Software, Inc.
and the City of Tigard, Oregon.
Dated this �� day of 1989 .
LICENSE AGREEMENT WITH SPRINGBROOK SOFTWARE
AND
THE CITY OF TIGARD
The following are the terms of the software agreement between
the City of Tigard and Springbrook Software, Inc . This
agreement covers development, installation, and support of
computer software packages developed by Springbrook Software,
Inc . for the City of Tigard.
LICENSE:
. Software is sold under a license. basis only. This means that
for the prices paid for software systems, the City of
Tigard is entitled to a paid up, perpetual, nontransferable
license. This license is inclusive of all program software,
including program source code, data, report formats, user
documentation and other information necessary for use and
operation of Springbrook Software, Inc.,, products ..
A. You and your employees and agents are required to
protect the confidentiality of the Program. You may not
distribute or otherwise make the Program or documentation
available to any third party, by time-sharing or otherwise,
without the prior written consent of Springbrook Software,
Inc . You also agree to prevent your employees from
transferring the software outside of your organization.
B. You may transfer the software to another machine or
machines owned by the City of Tigard.
C. The source programs may be modified by the City of
Tigard; however, in doing so you may affect our ability to
support these programs and alter your warranty.
D. IF YOU TRANSFER POSSESSION . OF ANY COPY OR MERGED
PORTION OF THE PROGRAM TO ANOTHER PARTY, YOUR LICENSE IS
AUTOMATICALLY TERMINATED.
TERM:
D. The license is effective until terminated. You may
terminate it at any time by returning to Springbrook Software
Inc . the programs and related documentation, together with
all copies and merged portions in -any form.
The license will also terminate immediately upon conditions
set forth elsewhere in the Agreement, or if you fail to
comply with any term or condition. contained herein. Upon
such termination, you agree to return to Springbrook Software
Inc . the Programs and related documentation.
SPRINGBROOK SOFTWARE, INC.
Software License Agreement
Page 2 .
WARRANTY AND SUPPORT:
All software has a one-year warranty. If programs fail to
operate as documented in the user' s manual or in our proposal
to supply software, they will be repaired or replaced at no
cost to you.
Technical support is available as follows :
1 . All training up to eight (8) . hours per application
software package is provided free of charge
Additional training may be purchased at $47 :.50 per
hr.
2 . Telephone, modem and on-site support is provided at
no charge for a period of three months from the date
of installation of each package. Our users are
required to have modems so that we may provide them
with the fastest, most efficient service possible .
3 . In most cases your problems will be resolved within
4 hours of receiving the support call . However, if
on-site support is required we will strive to
have someone at your location within 4 hours for
payroll, or 24 hours for other application software
problems.
4 . Additional programming for existing systems is
available at an hourly rate of $47 . 50 per hour (for ,
a minimum period of six months following
installation) , or our then current rate after six
months.
5 . Programming services required 6 or more months after
installation will be charged .at the then current
schedule of fees .
6. A one-year software support agreement is available
after the .free support period for 15% of the
purchase price of the software.
SPRINGBROOK SOFTWARE,. INC.
Software License Agreement
Page 3
LIMITATION OF REMEDIES:
IN NO EVENT WILL SPRINGBROOK SOFTWARE BE LIABLE TO YOU FOR
ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR
OTHER INCIDENTAL OR CONSEQUENTIAL. DAMAGES. ARISING OUT OF THE
USE OR INABILITY TO USE THE PROGRAMS, OR FOR ANY CLAIM BY ANY
OTHER PARTY, EXCEPT AS FORTH AS :FOLLOWS:
Any liability is limited to the price that the City of
Tigard paid Springbrook Software, Inc. for ' the software
package (system) that was. found to be in error.
Our goal is to supply superior systems at a reasonable
price . If you are unhappy with the product in any way,
please don' t hesitate to contact us so that your problem may
be corrected.
I , hereby accept and agree
to the term of We S ware License Agreement between
Springbrook Software, nc . and the City of Tigard.
NAME:
TITLE: r/agmet Z..
For: The City of Tigard
Tigard, Oregon
DATE: 19 �9
I