HomeMy WebLinkAboutresolution.council.017-09RESOLUTION #
(Series of 2009)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND CIP PLANNER CORPORATION SETTING
FORTH THE TERMS AND CONDITIONS REGARDING CAPITAL PROJECT
PLANNING SOFTWARE AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council a contract
between the City of Aspen, Colorado, and CIP Planner Corporation, a copy of
which contract is annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO:
Section 1
That the City Council of the City of Aspen hereby approves that contract
between the City of Aspen, Colorado, and CIP Planner Corporation regarding
Capital Project Planning Software a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the City Manager of the City of
Aspen to execute said contract on behalf of the City of Aspen.
Dated: ~'~~- `~ ~'7`. ~G~~l
~~
°i
i, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held March 23, 2009.
K ryn S. Koch, City Cler
CIPAceTM Software Agreement
This AGREEMENT is made by and between KeenologyTM Corporation dba CIPPlannerTM
Corporation (hereinafter "LICENSOR") whose principal place of business is located in 2075
De La Cruz, Suite 115, Santa Clara, CA9505Q, and The Citv of Aspen, CO, 130 South
Galena Street, Aspen, CO 81611 (hereinafter "LICENSEE"). This AGREEMENT is
composed of the following Appendices:
Appendix A Standard Software License Agreement
Appendix B Statement of Work
Appendix C Pricing and Payment Terms
Appendix D Software Support and Maintenance Agreement
This AGREEMENT and all attached appendices hereto represents the entire Agreement
between the LICENSEE and LICENSOR and supersedes all prior communications,
negotiations, representations or Agreements, either written or oral. This AGREEMENT may
be amended only by written instrument signed by both LICENSEE and LICENSOR
KeenologyTM Corporation
by (~Au~thorized Representative):
~~'L--
Name: tom- 1~1.y` 7 i-{ ~;~J ~-
Title: A~~-U~~Rl~llo~
Date: ~ (fir C~. 13 , ~ ~~
LICENSEE: City of Aspen, CO
by ( rthori d Representative):
~y`/~~~
~'
Name: ~~[ ~ C` CSC.
Title:
Date:
Address:
City Hall, 130 Galena Street
As en CO 81611
Page ii
Appendix A: Standard Software License Agreement
This Agreement (hereinafter "LICENSE AREEMENT") is made by and between
KeenologyTM Corporation dba CIPPlannerTM Corporation (hereinafter "LICENSOR") whose
principal place of business is located in 2075 De La Cruz, Suite 115, Santa Clara, CA95050,
and the City of Aspen, CO, 130 Galena Street, Aspen, CO, 81611 (hereinafter
"LICENSEE"), whose address is set forth at the end of this LICENSE AREEMENT. This
LICENSE AGREEMENT shall be effective on the date it is executed by the last party to
execute it (hereinafter "LICENSE EFFECTIVE DATE").
Grant of License:
LICENSOR hereby grants you anon-exclusive and non-transferable right to use CIPAceTM
So$ware, including help manual (online version), updates and bug fixes, provided all
maintenance fees are current, and any additional modules licensed separately, which are
specified in detail in the Statement of Work (hereinafter collectively "SOFTWARE"), solely
for LICENSEE's own internal business purposes, subject to the terms and conditions of this
LICENSE AGREEMENT. All rights not expressly granted to you are reserved by
LICENSOR (and its affiliates if applicable).
LICENSEE may not access the SOFTWARE if LICENSEE is a direct competitor of
KeenologyTM Corporation, except with KeenologyTM Corporation's prior written consent. In
addition, LICENSEE may not access the SOFTWARE for purposes of monitoring CIPAceTM
Sofrware for, but not limited to, availability, performance or functionality for any
competitive purpose.
LICENSEE shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or
otherwise commercially exploit or make available to any third party CIPAceTM or the
Content in any way; (ii) modify or make derivative works based upon CIPAceTM or the
Content; (iii) create Internet "links" to CIPAceTM or "frame" or "mirror" any Content on any
other server or wireless or Internet-based device; or (iv) reverse engineer or access CIPAceTM
in order to (a) build a competitive product or service, (b) build a product using similar ideas,
features, functions or graphics of CIPAceTM or (c) copy any ideas, features, functions or
graphics of CIPAceTM
LICENSEE may use CIPAceTM only for LICENSEE's internal business purposes and shall
not: (i) send Spam or otherwise duplicative or unsolicited messages in violation of applicable
laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or
tortious material, including material harmful to children or violative of third party privacy
rights; (iii) send or store material containing sofrware viruses, worms, Trojan horses or other
harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the
Proprietary and Confidential [o CIPPIannerT^' Corporation
Page iii
integrity or performance of CIPAceTM or the data contained therein; or (v) attempt to gain
unauthorized access to CIPAceTM or its related systems or networks.
2. Term of License:
Subject to LICENSEE's payment of the applicable fee in the Annendix C: Pricing and
Payment Terms, LICENSOR grants LICENSEE a nonexclusive and nontransferable right to
use the Softwaze. The Software may be installed on multiple computers and its use is limited
to the LICENSEE. It may not be used by any third party on LICENSEE'S behalf. This term
is also subject to the Grant of License above and subject to the Termination clause below.
3. Intellectual Property Notice:
LICENSOR alone shall own all right, title and interest, including all related Intellectual
Property Rights, in and to the Softwaze, Documentation and all copies (in whole or part), any
suggestions, ideas, enhancement requests, feedback, recommendations and other information
prodded by LICENSEE or any other party relating to CIPAceTM. The Software including
Documentation is proprietary and is protected by copyright, patent and/or trade secret law.
All proprietary notices incorporated in or fixed to the Softwaze including the Documentation
shall be duplicated by LICENSEE on all copies or extracts thereof and shall not be altered,
removed or obliterated. LICENSEE'S use of the software and associated documentation is
subject to the applicable copyright and patent laws and the express rights and restrictions of
this LICENSE AREEMENT
This LICENSE AGREEMENT is not a sale and does not convey to you any rights of
ownership in or related to CIPAceTM and the Intellectual Property Rights owned by
CIPPIannerTM Corporation. The CIPPlannerTM Corporation name, the CIPPlannerTM
Corporation logo, and the product names associated with CIPAceTM aze trademazks of
CIPPlanner Corporation, and no right or license is granted to use them.
4. Restrictions:
LICENSEE may not remove any copyright, trademark, or other proprietary notices from the
Software. LICENSEE may not reverse engineer, decompile, or disassemble the Softwaze.
Except as expressly provided under these license terms, nothing herein shall be construed as
granting LICENSEE any license or other right, by implication or otherwise, under any patent,
copyright, trademark, trade secret or other proprietary right of LICENSOR or its corporate
pazent. LICENSEE may not continue to use the Software upon expiration or termination of
LICENSEE'S license rights.
5. Responsibilities:
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C' n ~ Page iv
You are responsible for all activity occurring under your use of the Software and shall abide
by all applicable local, state, national and foreign laws, treaties and regulations in connection
with your use of CIPAceTM, including those related to data privacy, international
communications and the transmission of technical or personal data. You shall: (i) notify
LICENSOR immediately of any unauthorized use of the Software or any other known or
suspected breach of security; (ii) report to LICENSOR immediately and use reasonable
efforts to stop immediately any copying or distribution of Softwaze that is known or
suspected by you or your users; and (iii) not impersonate another CIPPlannerTM Corporation
user or provide false identity information to gain access to or use CIPAcernr
LICENSOR does not own any data, information or material that you submit to CIPAceTM in
the course of using CIPAceTM ("Customer Data"). LICENSEE, not LICENSOR, shall have
sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness,
and intellectual property ownership or right to use of all Customer Data, and LICENSOR
shall not be responsible or liable for the deletion, correction, destruction, damage, loss or
failure to store any Customer Data. LICENSOR reserves the right to withhold, suppress
and/or discard the License without notice for any breach, including, without limitation, your
non-payment. Upon termination for cause, your right to access or use CIPAceTM immediately
ceases, and LICENSOR shall have no obligation to maintain your License Key.
6. Warranties and liabilities:
LICENSOR represents and warrants that it will provide the Software in a manner consistent
with general industry standards reasonably applicable to the provision thereof and that the
Software will perform substantially in accordance with LICENSOR's User Manual
documentation under normal use and circumstances.
LICENSOR warrants and represents to LICENSEE that:
For a period of Ninety (90) days from the date of installing the Softwaze in
LICENSEE's production server, the Software will substantially conform to the
documentation provided for the version of Software licensed under normal use and
circumstances and that the LICENSOR will provide the Software in a manner
consistent with general industry standards reasonably applicable to the provision
thereof.
• The Software media shall be free of defects.
LICENSEE'S sole remedy in the event of nonconformity of the Software at LICENSOR's
option will replace the defective Software or refund the amount paid for the defective
Softwaze.
LICENSEE represents and warrants that LICENSEE does not provide any false information
to gain access to the Softwaze.
Proprietary and Confidential to CIPPIannerTM Coryoration
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NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO
THE SOFTWARE, DOCUMENTATION OR SERVICES TO BE SUPPLIED
HEREUNDER; INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT. NO WARRANTY IS MADE REGARDING THE RESULTS TO BE
OBTAINED FROM ANY SOFTWARE OR SERVICES OR THAT ALL ERRORS IN THE
SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE'S
FUNCTIONALITY WILL MEET LICENSEE'S REQUIREMENTS. LICENSEE
acknowledges its responsibility to regularly back-up data and to adequately test prior to
deployment each production version of the Software in a configuration that reasonably
simulates LICENSEE's planned production environment.
THE TOTAL LIABILITY, IF ANY, OF LICENSOR OR ITS PARENT AND AFFILIATES
INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT,
TORT, BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES OR OTHERWISE,
SHALL NOT IN ANY EVENT EXCEED THE FEES PAID BY LICENSEE FOR THE
SOFTWARE OR SERVICES WHICH GIVE RISE TO THE CLAIM. NEITHER
LICENSOR NOR ITS PARENENT AND AFFILIATES SHALL BE LIABLE FOR LOSS
OF PROFITS, LOSS OR INACCURACY OF .DATA, OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
7. Termination:
Either Party may terminate this LICENSE AGREEMENT immediately upon written notice
for the material breach of the other Party, which material breach has remained uncured for a
period of thirty (30) days from the date of delivery of written notice thereof to the breaching
Party. LICENSOR may also terminate this LICENSE AGREEMENT, any licenses granted
and. any related services performed hereunder immediately for a breach of its Intellectual
property rights and LICENSEE's default of payment to LICENSOR.
8. Assignment; Change in Control:
This LICENSE AGREEMENT may not be assigned by you without the prior written
approval of LICENSOR but may be assigned without LICENSEE'S consent by
CIPPlannerT"' Corporation to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a
successor by merger. Any purported assignment in violation of this section shall be void.
Any actual or proposed change in control of LICENSEE that results or would result in a
direct competitor of LICENSOR and its affiliates or parent directly or indirectly owning or
controlling 50% or more of LICENSEE shall entitle LICENSOR to terminate this LICENSE
AGREEMENT for cause immediately upon written notice.
9. Export Controls:
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Page vi
LICENSEE is responsible for compliance with all applicable export or re-exports control
laws and regulations if LICENSEE exports this software.
10. General:
This LICENSE AGREEMENT shall be construed, interpreted and applied in accordance
with the laws of the State of California, without regard to the principles of conflicts of laws.
This LICENSE AGREEMENT constitutes the entire agreement between LICENSOR'and
LICENSEE, and supersedes any other communications or advertising relating to the
software.
IF YOU ARE ENTERING INTO THIS LICENSE AGREEMENT ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE
AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN
WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.
LICENSOR
by (Authorized Representative):
L
_~
LICENSEE: Ashen, CO
by (Authorized Representative):
Name: ~(~IL~ZI-(~t~Jt>r
Title:~~~~10IJ5
Date: ~19n5C~n 13, 2e~o~
Name:
Title:
Date:
Address:
City Hall, 130 Galena Street
Aspen, CO 81611
Proprietary and Confidential to CIPPlanner*'" Corporation
Page vii
Appendix B: Statement of Work
Introduction
CIPPlannerTM Corporation will deploy and implement its CIPAceTM Enterprise Software
Application for 'the City of Aspen, CO_130 Galena Street, Aspen, CO 81611_(hereinafter
"LICENSEE"). This Statement of Work (hereinafter "SOW") defines the scope of the
Software and the related Implementation and Training Services (hereinafter "SERVICES") to
be delivered to LICENSEE. Upon acceptance by both LICENSEE and CIPPIannerTM
Corporation, any changes or modifications to this SOW will follow the Change Control
Process (hereinafter "CCP") as defined in attachment I of this SOW. All approved Change
Orders will become attachments to the original approved SOW, which will then form the
new baseline upon which future changes will be measured.
Licensing License is for 5 Concurrent Licenses
CIPPlannerTM Corporation offers license of its CIPAceTM Enterprise Softwaze Application to
LICENSEE in accordance with the CIPPlannerTM LICENSE AGREEMENT. The licenses
purchased by LICENSEE aze listed as below.
Module Group
Standard Portfolio Planning
Advanced Planning
Standard Fund /Budgeting
Advanced Fund /Budgeting
Standard Reporting
Advanced Reporting
Standard Utilities
Advanced Utilities
Module
Pro'ect Sco in
Pro'ect Rankin
Pro'ect Filterin
Pro osal M mt
Multi le Scenarios
Fund Mana ement
Fund Allocation
Ca ital Bud et M mt
Line Item Promotion Bud etin
Fund Grou M mt
Standard Re ortin
Custom Re ortin
Anal tics
User Mana ement
Standard Classifications
User Access Confi
Standard Utilities
Custom Field M mt
Advanced Classification
Smart Text M mt
RFP
Required
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Proprietary and Confidential to CIPPIannerT"' Coryoration
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Project Management
Advanced Project
Management
Documentation Mgmt
Workflow Engine
Project Hierarchy
Audit Trail
Schedule 8 Resource
Pro ect Dashboard
Pro ect Financials
Risks and Issues
Purchase Order Mana ement
Contract Mana ement
Documentation M mt
Workflow En ine
Project Hierarch
3rd Pa Inte ration Conn
MS Project Inte ration
GIS
GIS Inte ration Char e
T ler Eden Financials
X
X
X
X
X
X
X
X
X
X
X
X
Schedule
The implementation rollout will commence upon Notification to Proceed (NTP) from
LICENSEE. Implementation is scheduled to be concluded by June 30, 2009 assuming an
NTP is received by CIPPlannerTM no later than March 27, 2009 and that there are no
unforeseen events that would adversely impact the schedule provided.
CIPAceTM will issue an implementation schedule based on the initial understanding of the
implementation requirements by LICENSEE and CIPPlannerTM. Any modifications to the
schedule must be approved by both CIPPlannerT"I and LICENSEE. Any new schedules will
then override the standard project schedule.
Software Configuration
Software Configuration enables CIPPlannerTM to configure the CIPAceTM application to be
consistent with the desired business processes and environment as defined by LICENSEE, up
to the extent as allowed by the built-in configurability of CIPAceTM Software without
requiring softwaze code changes. Depending on the project needs, one to three configuration
setup analysis meetings may be held between LICENSEE and CIPPlannerTM to define
configuration setting of CIPAceTM Softwaze. Software Configuration meetings will define
the configuration of the following:
smart texts, which are nomenclatures of the Software
custom fields
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• classifications
• standard dropdown boxes
• user roles and responsibilities in terms of the data that each role needs to manage and
view and the underlying processes associated with it reporting needs
key user profiles including such things as name, position, contact information and
email addresses
• business rules and metrics to be measured. This would include workflow, approval
cycles, alerts (ie: schedule, cost, modifications, etc.), key performance indicators
(KPIs).
• standardized LICENSEE reports required that are not provided in the CIPAceTM
application
• reports within the Library of the CIPAceTM Softwaze that require modification
• other customization features under the utility menu of the CIPAceTM Software
CIPPlannerTM will to the best of its ability configure CIPAceTM to be consistent with the
documentation based upon the existing software's configurability. Configuration or change
requirement that will require source code changes of the Software will not be covered under
Software Configuration. With the exceptions of those listed under Pre-approved
Customization section of this document, these changes will go through the Change Control
Process to implement. Requirements that go through the CCP will be evaluated by
CIPPlannerTM for cost and schedule impact to implement CIPAceTM Softwaze.
As apre-requisite to the first Softwaze configuration setup analysis meeting:
• CIPAceTM Softwaze implementation teams at both LICENSEE and CIPPlannerT"''s
organizations are formed;
• LICENSEE will receive basic training on CIPAceTM Softwaze;
• LICENSEE will gain access to a trial, standard off-the-shell CIPAceTM Software;
• LICENSEE will provide Capital Improvement Program (hereinafter "CIP") business
process documentation and diagrams.
Du> ing a software configuration setup analysis meeting, LICENSEE will describe the roles
and responsibilities and key processes in managing CIP; CIPPlannerTM project manager will
demonstrate how CIPAceTM Software may be utilized in managing the processes described.
During such interactions, configuration decisions are made and possible gaps between actual
process and software functionalities are documented for further analysis.
Please notice that LICENSEE may choose to configure the above items using built-in
software management features after accepting the CIPAceTM Software instead of configuring
them during the Softwaze implementation process.
Migration of data
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Migration of data utilizing a single compatible electronic source (template to be provided)
will include transferring the historical CIP Planning data and financial data into the
CIPAceTM application. This will be completed prior to final deployment of the application
and will be done for all departments/divisions identified for application rollout.
LICENSEE will provide historical data to CIPPlannerTM for migration into the CIPAceTM. If
data are provided in a format in compliance with the template provided by CIPPlannerTM
CIPPlannerTM will migrate data once for LICENSEE as part of the standard software
implementation service. If LICENSEE provides additional versions of the data for
CIPPlannerTM to migrate, the effort may be quoted by CIPPlannerTM and presented to the
LICENSEE for consideration.
If data aze provided in a format other than that stipulated by CIPPlannerTM, the effort may be
quoted by CIPPlannerTM and presented to the LICENSEE for consideration.
Upon completion of the migration, LICENSEE will go through a data validation and user
acceptance test prior to "Go Live" for accuracy and completeness.
Reports
Other than the standard reports included in CIPAceTM Softwaze, CIPPlannerTM will emulate
the specific existing LICENSEE reports as listed below: CIPPlannerTM will provide
emulation of up to 5 Custom Reports.
List report sample and spec here:
Additional reports will be processed through the Change Control Procedure. The effort will
be quoted by CIPPlannerTM and presented to the LICENSEE for consideration.
Third Party System Integration
CIPPlannerTM will provide the following Integration services for any agreed upon third party
applications:
• System architecture analysis
Development of a Requirements Specification
• Develop and implement integration with third party applications
The following third party applications will be integrated with CIPAceTM Software:
List third party system integration and scope here:
Tyler Eden Financial
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Scope:
The data exchange mechanism -one-way, two-way, or batch etc.
Automatic or manual Data elements to be exchanged for the integration.
Pre-approved Customization
CIPPlannerTM agrees to make the following customizations of CIPAceTM Software without
any additional cost impact on LICENSEE:
There are no known customizations at this time
Testing
CIPPlannerTM will set up a CIPAceTM testing/training Environment for the purpose of data
migration integrity testing, user acceptance testing and training.
Any CIPAceTM testing/training environments will be removed after the launch of the
CIPAceTM production environment. CIPPlannerTM will not be responsible for any data in the
testing/training environments.
Training
Training will be provided in conjunction with the production system rollout. Please choose
one of the training methods below:
U Training will be segmented for all user groups based on the functional focus (Total-
User-TraininMg). Total user training will not exceed two (2) days with up to two (2)
CIPPlannerT consultants provided.
(__) In lieu of the Total User Training, Train-the-Trainer (TTT) training will also be
provided to designated Super Administrators. Total training for the trainer will not exceed
two (2) days with up to two (2) CIPPlannerTM consultants provided.
(__) A combination of Total-User-Training and TTT will be provided to LICENSEE. Total
training will not exceed two (2) days with up to two (2) CIPPlannerTM consultants provided.
LICENSEE will attend the defined Training Program which may include:
Walk-through demo of CIPAceTM
^ Online training
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^ Onsite training
LICENSEE'S Super Administrator(s) will develop standard operating procedures and
specific training/user manuals for each functional user group that fits the LICENSEE'S
specific organizational needs. When completed, the Super Administrator(s) will then be
responsible for conducting training for each user group following the standard operating
procedures and user manuals for that user group. CIPPIannerTM representative(s) will be
available at additional cost to present in providing support and assistance in such training
sessions.
Deliverables
Deliverables for implementation will be as defined and will be delivered consistent with the
rollout schedule. Deliverables include the following:
Software
CIPPlannerTM grants LICENSEE anon-exclusive, non-transferable right to use the
CIPAceTM Softwaze based on licenses purchased by LICENSEE.
Documeutatiou
• Configuration Analysis Document
• Requirements Analysis Report
• System Integration Specification
• Standard training and User Manuals
Documentation will be provided in electronic format.
User Acceptance Test Scripts
The completion of the User Acceptance Tests signals the acceptance of the CIPAceTM
software application by LICENSEE. CIPPlannerTM Corporation is responsible for the
repair of functionality due to any critical or non-critical tests. Successful completion is
defined as the 100% passing of all critical User Acceptance Test scripts as defined by
CIPPlannerTM Corporation and accepted by LICENSEE.
Help Files
Help files will be provided with the CIPAceTM software application. They will be
accessed via the application web browser. Help files will be editable by designated
LICENSEE users.
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Client Responsibilities
LICENSEE will participate as well as provide adequate resources as required in support of
the implementation of the CIPAceT'" software.
Approvals
CIPPIannerTM Corporation
by (authorized representative):
Name /Title Signature Date
Name /Title Signature Date
Name /Title Signature Date
City of Aspen, Colorado
Fill in LICENSEE'S legal name here
by (auth`orized representative):
~telJe b' ~'v T~
Name /Title U Signature Date
Name /Title Signature Date
Name /Title Signature Date
Proprietary and Confidential to CIPPIannerT"' Corporation
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Appendix C: Pricing and Payment Terms
Please refer to the Proposal made to the LICENSEE by CIPPlannerT"' Corporation dated
March 5, 2009 for specific details (Attachment I). Following is the summary information:
Pricing is based on 5 Concurrent Licenses
LICENSEE shall compensate LICENSOR for software products purchased
which aze specified in the License Agreement (Appendix A) and the Statement
of Work (Appendix B) as follows:
Software Licensing:
Licensing for the CIPAceT"' Softwaze to be deployed for the
LICENSEE shall be in accordance with the Statement of Work
(Appendix B).
Licensing Fee:
$ 112,100.00
Software Support and Maintenance:
Support and Maintenance shall be provided by the LICENSOR in
accordance with the Support and Maintenance Contract contained
herein (Appendix D). Support and Maintenance fee shall be calculated
based on 18% of the Licensing Fee plus any customizations and
integrations performed by the LICENSOR at the request of the
LICENSEE. The Support and Maintenance fee for the first year is
deferred until January 1, 2010 at which time it will be due in full.
Travel:
Estimate three 3 trips NTE $ 7,000.00
LICENSEE will be billed at actual cost of the trips not to exceed the
above amount.
Training:
Two ~ days Onsite Training and four ~ hours online training are
included as part of the software implementation. Additional training
may be provided at the prevailing rate at the time plus applicable travel
expenses. The current rate is $150.00 per man hour. The format for
training is defined in the attached Statement of Work (Appendix B).
Proprietary and Confidential to CIPPIannerT"' Coryoration
~PLI.~NNER
Supplemental Services:
Page xv
These services shall be defined in the Statement of Work (Appendix
B), and cost shall be billed at actual cost at the prevailing rate at the
time. The current rate is $150.00 per man hour.
Services
Software Implementation $ Incl
Configuration Analysis $ 3,500.00
Tyler Eden Integration (NTE) $ 10,000.00_
Total Services $ 13,500.00
Total License, Services and Travel $132,600.00
Change Order:
The costs of implementing the Change Order and its financial impact
on the Licensing Fee and the corresponding Support and Maintenance
Fee will be evaluated by LICENSOR on a case by case basis when it
occurs. Quotes shall be provided to LICENSEE after LICENSOR's
evaluation and approval of the Change Order.
Any expenditure for services or products rendered above and beyond identified
amounts set forth above must be renegotiated between the parties and approved
by LICENSEE and LICENSOR.
II. Payment Terms
A. LICENSOR:
On a monthly basis, unless otherwise agreed to by LICENSOR and the
LICENSEE, LICENSOR shall submit an invoice to the LICENSEE requesting
payment for travel expense reimbursement and any supplemental services
specified in Statement of Work (Appendix B) and Change Order which payment
terms are not specified set forth above, due hereunder. Invoices shall be
submitted to the LICENSEE with address of
B. LICENSEE:
LICENSEE shall list the invoice number(s) on the payment.
C. Time for Payment:
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The LICENSEE shall make payment to LICENSOR of all sums properly
invoiced as provided in Paragraph I set forth above, based on the terms defined
as follows:
Software Licensing Fees:
Twenty five percent (25%) of the total licensing fee is due upon the
LICNESE AREEMENT is signed. Fifty Percent (50%) shall be due
upon completion of migration of data., and the remaining twenty five
percent (25%) upon software acceptance in the production server of the
LICENSEE.
Support and Maintenance Fees:
Annual Support and Maintenance Fees for the first year is due on
January 1, 2010 for the full amount. Subsequent years' Support and
Maintenance Fees shall be due upon this anniversary date of the
subsequent years.
Travel Expense Reimbursement:
Full amount is due within fifteen 15 days of receipt of the invoice.
Training:
Subsequent training not included with the installation is due in the full
amount upon the commencement of such training.
Change Order Fees:
Fifty percent (50%) is due upon the approval of the Change Order. The
remaining fifty percent (50%) is due upon installation of the Change
Order in LICENSEE'S production server.
Supplemental Services:
Fifty percent (50%) is due upon the acceptance of the service order or
contract, whichever is earlier. The remaining fifty percent (50%) is due
upon the completion of the service, which is defined in the Statement of
Work (Appendix B).
D. Interest for overdue payment:
1.5% interest per month (18% annually) shall be charged to all overdue
invoices.
Proprietary and Confidential to CIPPIannerT"' Corporation
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Appendix D: Software Support and Maintenance Contract
This Software Support and Maintenance Contract (hereinafter "CONTRACT") is made by
and between KeenologyTM Corporation dba CIPPlannerTM Corporation (hereinafter
"LICENSOR") whose principal place of business is located in 2075 De La Cruz, Suite 115,
Santa Clara. CA95050, and Aspen, Colorado, 130 Galena Street, Aspen CO 81611
(hereinafter "LICENSEE"), whose address is set forth at the end of this CONTRACT.
This CONTRACT shall be effective upon installation of the software product into
LICENSEE'S production server (hereafter "Support and Maintenance Effective Date").
1. Software Support and Maintenance to be provided
1.1. For the CIPAceTM Software that is specified in the License Agreement dated on
this _ day of , 20
1.2. Advice and assistance through telephone support are available during normal
working hours (8:00 AM to 5:00 PM PST) Monday to Friday excluding statutory
holidays.
1.3. Support is available by phone at 408-213-0135 or email at
support ~,CIPPlannerTM.com. This support is provided to the LICENSEE on a "best
efforts" basis, and may include suggestions for short term "work around" solutions,
and/or the provision of modifications to the software or documentation as deemed
appropriate by CIPPlannerTM. This support does not provide support cover for any
hardware (i.e. computers, sample makers etc.) or third-party software products
supplied by any other third parties. It is the customer's sole responsibility to take
steps to source the necessazy cover for such items.
1.4. Program upgrades to the software and documentation licensed under the Software
License Agreement will be famished on request or when released by CIPPlannerTM
CIPPlannerTM's policy is to utilize the Internet for software distribution and
installation support. Users requiring media will be responsible for both media and
shipping costs. Users who require onsite installation service by a CIPPlannerTM
technician will be responsible for the technician's travel expenses and travel time to
be chazged at the prevailing rate of the time.
1.5. Software minor upgrades, patch releases and installation assistances to all
versions of CIPAceTM Software are made available at no additional cost, other than
as described above, to users with a current Support and Maintenance Contract.
2. LICENSEE Obligations
All materials supplied under this CONTRACT are supplied under the same terms and
conditions as contained in LICENSOR's Software License Agreement (Appendix Al and are
to be used for the sole purpose of upgrading existing systems for which the LICENSEE has a
valid Software Support and Maintenance Contract.
Proprietary and Confidential [o CIPPIannerT"' Corporation
Page xviii
3. Duration and Consideration
3.1. The duration of this CONTRACT shall be for a period of twelve months from the
Support and Maintenance Effective Date. Unless notified otherwise, LICENSOR
will automatically extend the CONTRACT every yeaz for one additional year and
invoice the LICENSEE accordingly. In the event of a revised fee LICENSOR will
inform the LICENSEE not less than thirty (30) days before renewal is due.
3.2. This CONTRACT may be terminated by the LICENSEE subject to the following
provisions. LICENSEE must notify LICENSOR of intention not to renew no less
than thirty (30) days before the annual renewal date.
3.3. If the LICENSEE fails to remit charges due to LICENSOR by the due date,
LICENSOR's obligations to the LICENSEE under the terms of this CONTRACT
cease immediately.
3.4. If this CONTRACT lapses, as in 3.3. above, LICENSOR reserves the right to
charge a fee for the reinstatement of the CONTRACT. The fee for this will be
payment of all overdue maintenance and an additional chazge based on 10% of the
current Support and Maintenance CONTRACT list price.
4. Price and Terms of CONTRACT
The price for the Support and Maintenance service is 18 % of the license fee that is
specified on the Appendix C: Pricing and Payment Terms. Payment for Maintenance and
Support is due annually on the anniversary date of the CONTRACT.
Change Order that impacts the number of license and / or involves programming by
LICENSOR which may include but not limited to softwaze customization, custom reports
and software integration shall be included in the basis for calculating the Support and
Maintenance fee. The Support and Maintenance fee for the Change Order portion is
effective upon the software of the Change Order is installed in the production server of the
LICENSEE.
5. Limitation of Liability
In no event will LICENSOR be liable for any damages, including loss of profits, or any other
direct, indirect, incidental or consequential damages, arising from the use of, or the inability
to use, the software.
If LICENSEE violates the clauses in the License Agreement, and if LICENSEE makes any
changes to the CIPAceTM softwaze including but not limited to programming and database
codes of CIPAceTM softwaze, this Support and Maintenance Contract between LICENSOR
and LICENSEE will become void. LICENSOR will not be held responsible for fixing any
Proprietary and Confidential to CIPPlanner*^' Cotpora[ion
Page xix
bugs or software problems that are caused by such violation and changes. LICENSEE will
be responsible for paying the outstanding Support and Maintenance fees to LICENSOR up to
the termination notification date issued by LICENSOR.
6. Governing Laws
This CONTRACT will be governed by the Laws of the State of California, USA.
7. Correspondence
Any materials or communications sent to the LICENSEE by LICENSOR under this
CONTRACT will be sent by first class letter post, Internet Email or facsimile.
LICENSOR LICENSEE: City of Aspen, Colorado
by (Authorized Representative): by (Authorized Representative):
Name: C~~ ll,~ LHA~~
Title: ~.~ ~ ~~ ~(rt~~tlt~,15
Date: ~Ar~ ~3~ ~-vo~
Name:
Title: 2
Date: 3 ~
Address:
Cit of As en CO
City Hall, 130 Galena Street
Aspen, CO 81611
Proprietary and Confidential [o CIPPIannerT"' Corporation