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Springbrook Software ~ 1ringbrook 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 c!„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 503.820.2200 An 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. f. 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 Charte-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 Springbrook. 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. Springbrook 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"). may ) ( ) party Y 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 Maieure. 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.Relationship 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..Governing 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; Representations. 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: ,2008 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: Name: Char Baumgardner Name: 61l Title: Contract Administrator Title: Al 4,P Signature: OA Signature: JJ14,,., f Date: _ p�p� , 2008 Date: �b& 2, 2008 n SSCRIPTION AGREEMENT 1117E'r!��U r,, i } ;E�PAYMENTS SERVICE-UBPAYMENTS.COM Page 9 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 F.% Utility Billing r Business Tax r Business Licenses ✓ Building Permits E 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.1. 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(7:00am- 5:00pm 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; A3.2. 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 -Sprin 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, R Remen 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, 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. 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. 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. hereby accept and agree to the terms of the Software License Agreement between Springbrook Software, Inc. and the City of Tigard. NAME: TITLE: ,~y.4VcE Dec For: The City of Tigard Tigard, Oregon DATE : Ti/L4 , 1 g~ 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, 1989, 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 it 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 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 term of e S ware License Agreement between Springbrook Soft ware, nc. and the City of Tigard. NAME : TITLE: rO/.a re 74, oz.. For: The City of Tigard Tigard, Oregon DATE : 19 I