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HomeMy WebLinkAbout32-88 RESOLUTION RESOLUTION NO. 32-88 SCANNED A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AMENDMENT TO THE CITY' S LICENSE AGREEMENT WITH CAMEO SOFTWARE SOLU- TIONS, INC. TO PROVIDE REPORTING FOR THE MAINTENANCE MANAGEMENT SYSTEM. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the Mayor and City Clerk are hereby authorized and directed to execute an amendment to the City' s license agreement with Cameo Software Solutions, Inc. to provide reporting for the Maintenance Management System. A copy of the amendment authorized for execution hereby is attached hereto marked Exhibit "A" and made a part hereof . PASSED AND APPROVED this 19th day of April 1988 . APPROVED By: Mayor 74A-147.4..) (?0,14t.4-0-sil • ATTEST • 7;:g%,Ge%44 .-- 0 t Clerk // (/ 4IC MICROFILMED Cameo of tbvare D otutionL,443 109 N.W. 16TH STREET • GRAND PRAIRIE, TEXAS 75050 214 / 263-3984 SCHEDULE C Attachment to Cameo License Agreement dated February 20 , 1987 Modifications to be made to the Work Order System to support and provide reporting for the Maintenance Management System. Cameo will provide capability to print all Maintenance Management Reports and necessary disk files to provide these reports for the I .B.M. System 36 . Cameo will not provide the programming involved in the planning of the budget figures for the Maintenance Management System. The planning module will be provided by Burke & Associates. (See attached list of reports. ) Based upon the premise that all the information and reports we will need to provide are covered in the Burke & Associates correspondence of March 1 , 1988, we will perform these functions for the following fee: Additional programming to add the maintenance system reporting (exclusive of training) . $5 , 000 - $8 , 000 ($25.00 per hour, per person) These Modifications will be provided within 60 days after execution of this schedule based upon the following criteria: 1 . Cameo currently has all the information required by the entire system as provided in the Users Guide or Correspondence. 2 . Burke & Associates will define the calculations used in the computation of all the reports as well as definition of terms and provide any reasonable assistance Cameo requires. 3 . The City of Fayetteville will provide dedicated staff members to assist Cameo in any functions the City must provide. Any staff member whom Cameo finds to be unwilling or unable to carry out required functions necessary to the completion of the project will be reviewed by the City management and replaced or assisted in completing their functions . Cameo will agree to pay $50 . 00 per day penalty past the 60 days provided that all criteria referenced in items 1-2-3 are valid. Penalty cannot exceed more that one-third of the amount to be charged by Cameo. All problems related to the project will be submitted in writing by both parties . Cameo Software Solutions , Inc. City of Fayetteville By: 0/10,1)(AdiAL,l a- By: J 0 Date: / ^ga Date: • I Cameo 5oftbvare14,9 orutiou�, J c. �7,J� 109 N.W. 16TH STREET • GRAND PRAIRIE, TEXAS 75050 Mal ,` �'Y / Management System Report2s4 L 6Iie98 rogrammed by Cameo Soft, - - .olutions , Inc . 1 . Work Progress Report -- by Management Unit and Summary 2 . Activity/Project Recap -- by Management Unit and Summary 3 . Work Location History and Cost Detail -- with "from-to" selection capabilities tor a range of dates and locations . 4 . Work Location History and Cost Summary -- with " from-to" selection capabilities for a range of dates and locations . 5 . Annual Equipment Use Summary 6 . Equipment Utilization Summary -- with "from-to date selection capability -- including user-defined percentage selection parameter 7 . Resource Verification Summary. Planning information sent by Burke & Associates , Inc. to Cameo Software Solutions, Inc . as attached will be included in this Schedule as a list of reports and requirements. Maintenance Management System Reports to be Provided by Burke & Associates , Inc . 1 Resource Cost List Activity Master List Work Program and Budget -- by Management Unit and Summary Labor Days Distribution -- by Management Unit and Summary Resource Requirements Report -- for Labor, Equipment and Materials -- by Management Unit and Summary Maintenance Management System Reports to be Programmed by Cameo Software Solutions , Inc . 2 Work Progress Report -- by Management Unit and Summary Activity/Project Recap -- by Management Unit and Summary Work Location History and Cost Detail -- with "from-to" selection capabilities for a range of dates and locations Work Location History and Cost Summary -- with "from-to" selection capabilities for a range of dates and locations Annual Equipment Use Summary Equipment Utilization Summary -- with "from-to" date selection capability -- including user-defined percentage selection parameter Resource Verification Summary Comment : We and the staff feel that these reports sould be sufficient . Ignore the references to additional required reports in Burke 's memo of 12/24/87 . 1 Note: This list was provided to the City of Fayetteville staff by telephone on February 25 , 1988 2 As described in Clyde Burke 's letter of December 24 , 1987 1751DurCE' COST 'L.I ',71 . PAGE 1 ' COST FILE RESOURCE RESOURCE PLANNED ACTL, t W��',,JJ1 t' UNIT OF CLASS TYPE UNIT COST UNIT/ COST MEASURE AVAILABILITY 6 LABOR 1 MTCE WORKER 12 . 54 12 . 54 1 . 00 2 LEAD WORKER 15 . 30 15 . 30 1 . 00 3 CST SRV REP 13 . 19 13 . 19 1 . 00 4 WTR SYS OPER 13 . 98 13 . 98 1 . 00 5 WTR LEAD OPER 17 . 02 17 . 02 1 . 00 6 FREE LABORER 0 .00 0.00 1 . 00 7 SUPERVISOR 21 . 91 21 .91 1 . 00 EQUIPMENT 101 3/4T SVC TRK 6 . 00 6 . 00 . 90 102 5 YD DUMP 15 . 00 15 . 00 1 . 00 103 BACKHOE 33 . 00 33 . 00 1 . 00 104 1/2T PICKUP 5 . 00 5 . 00 1 . 00 105 1 TON VAN 6 . 00 6 .00 1 . 00 106 VACTOR JET 33 . 00 33 . 00 1 . 00 107 COMPRESSOR 9 . 00 9 . 00 1 . 00 108 POOL/SUB CMPT 5 . 00 5 . 00 1 . 00 109 POOL/MID SIZE 5 . 00 5 .00 1 . 00 110 10 YD DUMP 25 .00 25 . 00 1 . 00 199 MISCELLANEOUS 1 . 00 1 . 00 1 . 00 MATERIAL 201 MAIN PIPE WTR 7 . 21 7 . 21 FEET 1 . 00 202 SVC LINE WTR 0. 72 0 . 72 FEET 1 . 00 203 SVC LN FITNGS 20 . 00 20 . 00 EACH 1 . 00 204 REPAIR CLAMP 20 . 00 20. 00 EACH 1 . 00 205 FULL CIR CLMP 150. 00 150 . 00 EACH 1 . 00 206 SWR COUPLINGS 6 . 00 6 . 00 EACH 1 . 00 207 SEWER PIPE 5 . 50 5 . 50 FEET 1 . 00 5 9/86 PAGE 1 ACTIVITY MASTER LIST MGMT INVENT INVENT WORK EFFORT CODE UNIT ACTIVITY QTY UNIT UNIT LEVEL ADP CLASS QUANTITY TYPE 101 STMC01 POTHOLE PATCHING 573 Paved LM Tons 0 . 60 2 . 0 1 3.00 Laborer 2 1 .00 Labor Fmn 117 1 .00 Trk-4YD Comb 129 1 .00 Jackhammer 130 1 .00 Air Compressr 201 2.00 Hot Mix 202 10.00 Liq . Emulsion 102 STMC01 CRACK SEALING 573 Paved LM Gallons 13 . 00 350 . 0 1 4 .00 Laborer 2 1 .00 Labor Fmn 3 1 .00 E. 0. 1 117 1 .00 Trk-4YD Comb 118 1 . 00 Trk-8YD Dump 124 1 . 00 Crack Router 125 1 .00 Crack Sealer 130 1 . 00 Air Compressr 203 350.00 Crack Filler 103 STMC01 SKIN PATCHING 573 Paved LM Tons 0 . 18 5 . 0 1 3. 00 Laborer 2 1 .00 Labor Fmn 113 1 .00 Roller (T-V) 117 1 .00 Trk-4YD Comb 126 1 . 00 Tamper 201 5 .00 Hot Mix 202 25 . 00 Liq . Emulsion r , d 1 , • • ANNUAL WORK PROGRAM AND_BUOGET REPORT __ FOR (-0EPARTMENT FOR (19XX-XX) DWIS100-1 OPERATION/MAINTENANCE CURRENT EFFORT WORK PLANNED LABOR TOTAL BUDGET REQUIREMENTS CODE AND ACTIVITY INVENTORY LEVEL UNITS QUANTITY YEARS LABOR EQUIPMENT MATERIALS TOTAL PROGRAM: STREET MAINTENANCE 101 - POTHOLE PATCHING 120 MILES 0.5 TONS 60 .24 8,000 10,000 2,000 20,000 S013104,hL xxx,xxr xxr,xxY xvr,Xrcv x SY14,XY•N PROGRAM: DRAINAGE MAINTENANCE 123 - INLET CLEANING 1055 INLETS 0.7 INLETS 740 .37 11,790 13,000 24,790 PROGRAM: SUPERVISION 180 - SUPERVISION HOURS 3,200 1.60 48,000 4,500 52.500 PROGRAM: CAPITAL PURCHASES 772 - EQUIPMENT PURCH. 85,000 TOTAL 999.99 999,999 999,999 999,999 99,999,999 NOTE: (1) One Agency Summary also will be generated, with Total Labor Years and Total Budget Requirements. (2) Above values are hypothetical. (3) Inventory times Effort Level equals Planned Ouantity. Inventory values are not used for Supervision or other "lump sum" activities. (4) Labor Years equals Planned Quantity times planned productivity (labor hours per work unit) divided by a constant to be defined by the user. The constant will be 2080 less all holiday hours. t , e • 5/10/86 PAGE 1 CITY OF EL PASO, TEXAS LABOR-DAY DISTRIBUTION - STREET DEPARTMENT CALENDAR MGMT UNIT_STMC 01 1985 CODE ACTIVITY TOTAL SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG 101 POTHOLE PATCHING PERCENT 100 9 8 8 8 8 8 8 8 8 9 9 9 LBR-DAYS 688 62 55 55 55 55 55 55 55 55 62 62 62 102 CRACK SEALING PERCENT 100 0 10 20 20 20 20 10 0 0 0 0 0 LBR-DAYS 128 0 13 26 26 26 26 13 0 0 0 0 0 103 SKIN PATCHING PERCENT 100 9 8 8 8 8 8 8 8 8 9 9 9- LBR-DAYS 82 7 7 7 7 7 7 7 7 7 7 7 7 104 BASE REPAIR PERCENT 100 9 8 8 8 8 8 8 8 8 9 9 9 L8R-DAYS 177 16 14 14 14 14 14 14 14 14 16 16 16 105 SPOT SURFACE REPLCMT PERCENT 100 9 8 8 8 8 8 8 8 8 9 9 9 LBR-DAYS 44 4 4 4 4 4 4 4 4 4 4 4 4 106 OTHER ASPHALT WORK PERCENT 100 9 8 8 8 8 8 8 8 8 9 9 9 LBR-DAYS 18 2 1 1 1 1 1 1 1 1 2 2 2 107 STREET SWEEPING PERCENT 100 8 9 8 8 9 8 8 8 9 8 8 9 LBR-DAYS 344 28 31 28 28 31 28 28 28 31 28 28 31 108 MEDIAN MAINTENANCE PERCENT 100 10 5 5 5 5 10 10 10 10 10 10 10 IBR-DAYS 465 47 23 23 23 23 47 47 47 47 47 47 47 109 GUARDRAIL INST/MICE PERCENT 100 20 0 0 0 0 0 20 20 20 20 0 0 LBR-DAYS 50 10 0 0 0 0 0 10 10 10 10 0 0 110 STREET LITTER PICKUP PERCENT 100 9 8 8 8 9 8 8 9 8 8 8 9 LBR-DAYS 139 13 11 11 11 13 11 11 13 11 11 11 13 111 CURB & GUTTER REPAIR PERCENT 100 9 8 8 8 9 8 8 9 8 8 8 9 LBR-DAYS 16 1 1 1 1 1 1 1 1 1 1 1 1 112 EMERGENCY ST MTC WORKPERCENT 100 8 9 8 8 8 8 9 8 9 8 9 8 LBR-DAYS 250 20 23 20 20 20 20 23 20 23 20 23 20 113 OTHER ST MTCE WORK PERCENT 100 10 10 10 10 10 10 10 10 5 5 5 5 LBR-DAYS 250 25 25 25 25 25 25 25 25 13 13 13 13 LBR-DAYS 2,651 234 208 214 214 219 238 237 224 216 220 212 215 DAYS-AVAIL 253 20 23 19 21 22 20 21 22 21 20 22 22 EMPLOYEES 11.7 9.0 11.3 10.2 10.0 11.9 11.3 10.2 10.3 11.0 9.6 9.8 f 1 2/28/86 PAGE 1 CITY OF EL PASO, TEXAS RESOURCE REQUIREMENTS -STREET DEPARTMENT MGMT UNIT: STMC 01 RESOURCE % AVAIL 1985 TOTAL SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG LABOR Laborer LBR-DAYS 1,557 138 122 128 128 129 140 141 131 122 127 122 121 EMPLOYEES 6.9 5.3 6.7 6.1 5.9 7.0 6.7 6.0 5.8 6.4 5.5 5.5 Labor Fmn E. 0. 1 E. 0. 3 LBR-DAYS 512 15 40 41 41 41 46 47 41 42 42 41 40 EMPLOYEES 2.3 1.7 2.2 2.0 1.9 2.3 2.2 2.0 2.0 2.1 1.9 1.8 LBR-DAYS 201 17 13 15 15 15 20 18 16 16 17 17 17 EMPLOYEES 0.9 0.6 0.8 0.7 0.7 1.0 0.9 0.7 0.8 0.9 0.8 0.8 LBR-DAYS 26 3 1 1 1 1 2 2 2 2 3 3 3 EMPLOYEES 0.2 0.0 0.1 0.0 0.0 0.1 0.1 0.1 0.1 0.2 0.1 0.1 E. 0. 2 LBR-DAYS 356 29 31 28 28 31 29 29 29 32 29 29 32 EMPLOYEES 1.5 1.3 1.5 1.3 1.4 1.5 1.4 1.3 1.5 1.5 1.3 1.5 TOTAL LBR-DAYS 2,652 232 207 213 213 217 237 237 222 214 218 212 213 EMPLOYEES 11.6 9.0 11.2 10.1 9.9 11.9 11.3 10.1 10.2 10.9 9.6 9.7 AG SO : EQ v%QMetvT (t k4AE;0-frier vritTJ ��lcF_K, IE_ peer t�{3RiC<—f'E-RFGR44ANCE AND-C--6ST—SUMMARY— . FOR (9-PARlJtS%D i44E ) FOR THE PERIOD ENDING MM/DD/YY OPERATION/MAINTENANCE WORK QUANTITY WORK AVG. DAILY PRODUCTION TOTAL COST UNIT COST CODE AND ACTIVITY PLAN ACTUAL(11) UNITS PLAN ACTUAL % PLAN ACTUAL % PLAN ACTUAL % PROGRAM: STREET MAINTENANCE 101 - POTHOLE PATCHING 60 35 TONS 2.5 2.1 84 20,000 13,000 65 333 371 111 ,Su$ZbrAL., >:4,r x X xY r XY A X PROGRAM: DRAINAGE MAINTENANCE 123 - INLET CLEANING 740 650 INLETS 20.0 23.5 117 24,790 18,500 75 34 28 82 PROGRAM: SUPERVISION 180 - SUPERVISION 3,200 1 ,400 HOURS 48,000 22,660 47 15 16 107 PROGRAM: CAPITAL PURCHASES - _ 772 - EQUIPMENT PURCH. 85,000 85,000 100 TOTAL 99,999,999 99,999,999 999 9,999 9,999 999 NOTE: (1) Above values are hypothetical . f) (2) % values are all Actual + Plan, rounded to the nearest whole number. Z, (3) An Agency Summary also will he generated with Grand Total costs. a Cg) AGTw t9L VJp x Qu ft0Ti 7ti l`/QuoMACi SN HDNT • I ACTIVITY/PROJECT. RECAP,] . FOR 101 Pot19 1e PatcMng I L Rl ! DATE 4/ 7/1986 UPDATED: 4/ 7/1986 R'1_GMT UN1T:STM ARCA. 02 _.--- _-„V50�j5/ a LABOR - uv I - EQUIPMENT - - MATERIALS - CLS,' HOURS COST C L HOURS COST AMOUNT UNIT COST 1 32 281 117 8 63 1 Ton 25 • 2 16 165 112 8 41 4 Gallon 3 i 48 446 104 28 TOTAL ACCOMPLISHMENT: 2.0 TOTAL COST: $ 579 ACTIVITY/PROJECT RECAP FOR 107 Street Sweeping RUN DATE: 4/ 7/1986 °�- '` na+.in UPDATED: 4/ 7/1986 MGMT UNIT:STMC AREA. 92 - LABOR - - EQUIPMENT - - MATERIALS - CLS HOURS COST CLS HOURS COST AMOUNT UNIT COST 4 12 137• 114 12 228 81 Gallon 0 1'eco'" ,,,-r— � MeasJn 12 137 228 0 TOTAL ACCOMPLISHMENT: 22.0 TOTAL COST: $ 365 ACTIVITY/PROJECT RECAP FOR 109 Grading Unpaved Roads RUN DATE: 4/ 7/1986 UPDATED: 4/ 7/1986 MGMT UNIT:STMC M1EAt �2 - LABOR - - EQUIPMENT - - MATERIALS - CLS HOURS COST CLS HOURS COST AMOUNT UNIT COST 5 16 197 108 16 451 12,000 Gallon 0 3 16 159 119 16 152 1 8 70 109 8 58 40 426 661 0 TOTAL ACCOMPLISHMENT: 12.0 TOTAL COST: $ 1 ,089 (' ' 07/17/87 PAGE 1 WORK LOCATION HISTORY AND COST DETAIL REPORT PERIOD: 06/01/1987 TO 06/30/1987 FROM SEGMENT OR NODE NO. 0010 "B" ST: HONTE VISTA AVE-CENTRAL AVE TO SEGMENT OR NODE NO. 7200 ZION LN: CUL-DE-SAC - YELLOWSTONE CIR WORK LABOR TOTAL TOTAL ACTIVITY NAME DATE }TOURS ACCOMPLISHMENT COST • 100 WATER HAIN REPAIRS 06/30/87 3.0 1.0 1 REPRS 38 06/30/87 4 .5 1.0 t 56 06/30/87 4. 5 1.0 1J k '0 "`r 56 06/30/87 4.5 1.0 '-"e' ;{5 56 06/30/87 4.0 1.0 0- 50 06/30/87 4.5 1.0 299 06/17/87 21.0 1.0 704 06/03/87 6.0 1.0 93 SUBTOTAL 52.0 8.0 I 1,353 102 SERVICE LINE REPAIRS 06/25/87 4 .0 1.0 # REPRS 131 06/25/87 10.0 1.0 194 06/23/87 9.0 1.0 203 06/22/87 32.5 1.0 990 06/15/87 6.0 1.0 125 06/02/87 6.0 1.0 217 06/01/87 6.0 1.0 147 06/01/87 5.0 1.0 82 SUBTOTAL 78.5 8.0 2,089 122 PREY HTCE & REPAIRS 06/29/87 0.5 1.0 1 SITES 10 GRAND TOTAL 131.0 3, 452 1 C- 07/17/87 PAGE 1 WORK LOCATION HISTORY AND COST SUMMARY REPORT PERIOD: 06/01/1987 TO 06/30/1987 FROM SEGMENT OR NODE NO. 0010 "B" ST: HONTE VISTA AVE-CENTRAL AVE TO SEGMENT OR NODE NO. 7200 ZION LN: CUL-DE-SAC - YELLOWSTONE CIR LABOR TOTAL TOTAL ACTIVITY NAME HOURS ACCOMPLISHMENT COST 100 WATER MAIN REPAIRS 52.0 8.0 # REPRS 1 , 353 102 SERVICE LINE REPAIRS 78.5 8.0 11 REPRS 2,089 122 PREV HTCE & REPAIRS 0.5 1.0 A SITES 10 SUBTOTAL 131.0 17.0 3, 452 G ANNUAL EQUIPMENT USE SUMMARY FOR FY 9999-99 NUMBER TOTAL AVERAGE U T CLASS AND DESCRIPTION IN USE USE HOURS USE HOURS Admin'strative Sedan 6 5,213 869 Small ° 'ckup Truck 17 13,042 767 Large Pi . kup Truck 3 1,550 517 Van 3 2,890 963 Service Tr k 4 6,001 1,500 .LJ F orb "1P-yo i C' CosT I i LE •,,} Qic��� i7C.hv�/y ��i�-lj�s►rf�T �Lr. 1 • • • C. EQUIPMENT_ UTILIZATION SUMMARY FOR THE PERIL rRDM MM%DD%YY TO MM%DD%YY� GIVEN A PARAMETER EXCEEDING 15 T0467:PPERCENT ON 168 HOURS .., c,),- spa.tSs * ��/4 XIN u41 (A,A.e40 d rj 07( L b N"el Per ri^=cyz DRYS iV A.A1n.9TH y p‘,�fid`� LOW USE UNITS UNIT • HOURS ,, UNIT HOURS -poo, 5Du.aloh-r Fitc: A:- 9999 — PICKUP TRUCK 11 ',Kt/0 9999 — DUMP TRUCK 2 9999 — SERVICE TRUCK 21 �'1;,,(�,<. 9999 — BACKHOE 8 9999 — SERVICE TRUCK 9 4/9 HIGH USE UNITS (SAME DISPLAY/REPORT AS ABOVE) ___RESOURCE VERIFICATION SU'MMAR_Y- _ FOR ACTIVITY 102 — SERVICE LINE REPAIRS FOR THE PERIOD ENDING MM/DD/YY DAILY TOTAL DAYS/QUANTITIES DAILY RESOURCE CLASS"•f STANDARD PERFORMED REPORTED 'L1 AVERAGE 1 MTCE WORKER 2.00 51 79 .77 2 LEAD WORKER 1.00 51 1.00 101 SVC TRUCK 1.00 50 .98 102 5 YD DUMP 1.00 17 .33 103 BACKHOE 1.00 38 .75 107 COMPRESSOR 1.00 41 .80 202 SVC LINE 30.00 1050 20.59 _1 Fro►-\ iset30Orrt LOST Ftr„ DAYS AE,e,root r4.-0 = EatutvM vrIT Nu 6Pe ISit4es ON r l (het< wks bcKe Ill Umisut.rof Dn.(S taotcK Wr}S Re-XVRTe715 —c7r— QkhNYrr,'T'S b etc ��tTF�°i/7L 6tC y A/h. {� Lfiisehe _ 7 S eiv_rrr, Mitt Silv+.,o,Nr-o t`^•r.fOr-,yo» bm'Q 3 P FOV_Nt&Is • BURKE&ASSOCIATES,INC. City of Fayetteville, Arkansas MAINTENANCE MANAGEMENT SYSTEM DEVELOPMENT : BURKE-CAMEO INTERFACE The decision reached by City staff with regard to interfacing the Maintenance Management System software by Burke & Associates , Inc . with the mainframe system software modules developed by Cameo Software Solutions, Inc . involves the following approach: • The maintenance planning portion of Burke ' s MMS software will be used to prepare the system' s primary planning document - the annual Work Program and Budget . All files used to create this report will be resident on a yet to be determined number of microcomputers, probably one in each division. Each division (or management unit) will prepare its own Work Program and Budget annually. In addition to this primary report , two other reports will be available : a Labor Days Distribution and a Resource Requirements Report . After each division has developed an approved Work Program and Budget, the annual planning values from this document will be transferred to Cameo files on the IBM System 36 mainframe in one of two ways : manually (by entering annual planning values directly into mainframe system files) or using an automated interface ( "gateway" ) . Once this transfer has been accomplished, there will typically be no need to change or refine planning values, unless a mid-year budget correction is desired. • The Cameo modules will use this planning data in one report : the Work Progress Report . All other reports generated by the Cameo mainframe system will use actual data obtained from the field, and entered into the system through the Cameo Work Order . Some of the reports will require data contained in the microcomputer planning files, such as activity codes and names, management unit (division) codes and names, program/account codes and names , and labor, equipment and materials resource codes and names . Question: Because of the necessity of producing reports on the mainframe which contain planning values (as described above) , "name files" and other data generic to the entire system, the Cameo programs either must contain parallel files or these data must be included in whatever transfer is developed. For example, an activity code and description will be used throughout "actual" reporting procedures . How is the Cameo software going to store this data? Similarly, several of the output reports, reflecting summarized field data, are organized by resource code (see the Activity/Project Recap, Resource Verification Summary, and others) . Will Cameo files be developed to maintain this information on the mainframe? If not , what is a reasonable alternative? • 'BURKE&ASSOCIATES,INC. VALUES TO BE UPLOADED TO THE MAINFRAME The following values , generated at the microcomputer level using Burke ' s maintenance management software, will be required to generate reports on the mainframe by the Cameo modules . These values will be transferred manually or electronically. Values from Burke ' s MMS Planning Files for the Work Progress Report Value Width Type Decimals *Division Code 3 N 0 *Program/Account Code 6 ? N 0 *Activity Code 3 N 0 Planned Work Quantity 8 N 0 Average Daily Production 6 N 1 Planned Total Cost 14 N 2 * Key Fields Note: Planned Unit Cost equals Planned Total Cost divided by Planned Work Quantity Question: The Work Progress Report is to be generated on an management unit (division) level , as well as a summary (department-wide) level . Will the summary calculations be performed on the mainframe? Percentages from Burke ' s MMS Labor Days Distribution used for calculating Year-To-Date Planning Values for the Work Progress Report Value Width Type Decimals Division Code 3 N 0 Program/Account Code 6 ? N 0 Activity Code 3 N 0 Month 1 Percent 3 N 0 Month 2 Percent 3 N 0 Month 12 Percent 3 N 0 • WAKE&ASSOCIATES,INC. Note : Year-To-Date percentages are stored for each month for the "key" fields above. These percentages are summed for the period- to-date and then multiplied by the appropriate planning values . For example, if the fiscal year begins January 1 and the current month is July, the percentages for months 1 through 6 are summed ( ie : 8+9+9+8+8+8 = 50) . The total percentage ( 50%) is then multiplied by the Planned Work Quantity, and the Planned Total Cost , respectively. The result is the Planned Work Quantity and Total Cost to date . • BURKE&ASSOCIATES,INC. DEFINITION OF TERMS The following are general terms used to describe key elements in the maintenance management system being developed for the City of Fayetteville, Arkansas by Burke & Associates, Inc. These terms are also used to describe corresponding elements in the automated programs used to support the maintenance managem system and appear throughout the system documentation. This listing is provided to assist Cameo Software Solutions, Inc . in their efforts to standardize terminology throughout the mainframe programs which will interface with Burke 's maintenance management system. Accomplishment - The actual qualtity of work performed for a particular activity. Accomplishment is measured in "work units" , which are specific to each activity. Also referred to as "production" and "actual work quantity" on the Work Progress Report . Activity Code - The code number assigned to each defined maintenance activity. The code is constant throughout the system. Also referred to interchangeably as the "activity number" . Activity Title - The assigned name of the activity, used in reports in conjunction with the activity code. Also referred to as "maintenance activity" or "work activity" . Average Daily Production - Estimated (planned) and actual standards of accomplishment for each activity, expressed in work units . Area - Part of the "management code" , representing a sub-location. For example, the management code for street maintenance in a particular geographical part of a city might be: STMC/O1 , or "Street Maintenance, Area 1" . Note: This field may not be used in Fayetteville . Class - Typically "Resource Class" . Refers to the specific code assigned to each labor, equipment and materials resource defined in the Resource Cost File . Crew Day - One day of work assigned to -- or performed by -- one crew, regardless of the size of the crew. In the planning function, "crew days" refers to the planned number of days of work to be performed in a particular activity by the specific combination (number and type) of persons assigned. Crew Size - The total number of individuals ( labor class resources) required to perform a particular activity. BURKE&ASSOCIATES,INC. Measurement Unit - Also, "unit of measure" . The way that resource amounts are counted. For example, "tons" of asphalt , "gallons" of tack oil , and so on. Measurement units for labor and equipment resources are "each" . Performance Standard - A document manually prepared for each maintenance activity which serves as a guide to planning, budgeting, scheduling and controlling maintenance work. Performance standards contain planned combinations and amounts of labor, equipment and materials resources, and average daily production estimates . Note : These standards, currently under development in Fayetteville, will serve as a source of planning data used to produce the Work Program and Budget . Planned Unit Cost - The planned cost for each measurement unit for a given resource class . Unit costs for labor and equipment resources are in "hours" . Program - A combination of related activities which comprise a specific maintenance function. For example, "Drainage Maintenance" may be composed of "Inlet Cleaning" , "Ditch Cleaning" , "Culvert Maintenance" , and several other activities . Resource Class - A number designating a particular resource type. Typically, labor resources are assigned a number within a 1-99 range, equipment from 100 to 199 , and materials from 200 to 299 . A resource class is composed of identical (or similar) types of resources . For example, five individual employees may be "Equipment Operators II" , and there may be ten "Ford 3/4 Ton Pickups" in the "Pickup" resource class . There may also be five Chevy pickups in the same class . Resource Name - The name designating a particular range of resource classes ( for example, labor, equipment and materials) . "Resource Type" is more specific ( ie : "Pickup" , "A sphalt" ) . or Asphalt ) . Resource Quantity - The unit amount of a resource required for a given resource class , activity and management unit . Resource Usage - The actual resource usage for a given activity code, management unit and resource class . Specified in measurement units . Segment/Node - A code, consisting of a number and a name, which describes specific locations and facilities . These codes are used to produce the two Work Location History and Cost reports . Service (or Effort) Level - A variable used to determine the annual amount of work to be performed in each maintenance activity. Service levels are based upon historical data and managerial judgment , and are expressed in terms of work units per inventory unit . For example, " five tons of asphalt per paved lane mile" is a service level for "Pothole Patching" . • BURKE&ASSOCIATES,INC. Total Budget - The planned total cost of labor, equipment and materials for a given activity. Total Cost - The sum of actual labor, equipment and materials costs for a given management unit , activity code and date. Unit Number - The number assigned to a particular piece of equipment or vehicle . Work Quantity - The amount of work planned, expressed in work units . This value is determined by inventory amount and effort level , and also on a "lump sum" basis . Work Report - The "source document" for entering resource usage and accomplishment from the field into the system. In Fayetteville, this will be accomplished by the Cameo "Work Order" . Work Unit - Describes the way that work is accomplished in specific activities . In some cases, "work unit" will be the same as "measurement unit" , if accomplishment in an activity is measured in "labor hours" or materials amounts ( like "tons" ) . The work unit may also be "linear feet" or "curb miles" , depending upon the nature of the activity. YTD Accomplishment - The accumulated actual work quantity accomplished to date - by month - for a given activity code and management unit . Expressed in work units . YTD Resource Usage - The accumulated resource usage to date (by month) for a given activity code, management unit and resource class . MICROFILMED r- • I • • CAMEO SOFTWARE SOLUTIONS, INC. THIS AGREEMENT is made by and between CAMEO SOFTWARE SOLUTIONS,INC.,a corporation organized under the laws of the State of Texas and having its principal place of business in Grand Prairie,Texas,as Licensor(hereinafter referred to as"CAMEO"or"LICENSOR"), and the undersigned Licensee. 1. Software License In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a personal, non-exclusive and non-transferable license to use the current version of Licensor's Software.A description of the Software System is attached as Schedule A. The Software shall initially be used only on equipment and at location(s) identified in Schedule B as "Designated Location." The use permitted under this license shall be only at the location(the"Designated Location")specified in Schedule"B".If a Designated Location is inoperative due to malfunction,the license granted under this Agreement is temporarily extended to authorize the Licensee,after prior written notice to CAMEO of such emergency, to use the Program at another location. At the time the Designated Location becomes operative,Licensee shall promptly return the Program to the Designated Location and the temporary extension shall be revoked without fur- ther notice. If the Licensee discontinues use of the Program at the Designated Location specified in Schedule"B",and desires to continue use of the Program at another location of Licensee,upon prior written notice of Licensee's desire and identity of said new location to CAMEO and receipt of their written consent to such relocation (which consent will not be unreasonably withheld)then such relocation may be ac- complished. Licensee shall not:(1)permit any third party to use the Software,(2)use the Software in the operation of a service bureau,or(3)allow ac- cess to the Licensed Software through terminals located outside Licensee's business premises. 2. Term The provisions of this Agreement shall become effective on the date of execution hereof and shall remain in effect for as long as the Pro- gram is licensed hereunder. The term of each license granted hereunder shall commence on the date the first Program product or related documentation is received by the Licensee and shall remain in effect so long as the Program is in actual use by Licensee,and for three years thereafter unless such license is earlier terminated as provided hereinafter. 3. Price and Payment Licensee shall make payment to Licensor for the Software license pursuant to the fees and payment terms set forth in Schedule A. 4. Software Ownership Licensor represents that it is the holder of the exclusive right and the full power and authority to license the Software and related documentation and all portions thereof and to modify same. 5. Cooperation Both Licensor and Licensee acknowledge that successful implementation of the Software pursuant to this License Agreement shall require their full and mutual good faith cooperation, and Licensee acknowledges that it shall timely fulfill its responsibilities, including but not limited to those set forth below. 6. Included Consulting Services Licensor shall provide Licensee additional consulting services as established and defined on Exhibit "A", not including software maintenance, to be used at Licensee's discretion.Any additional services shall be charged at Licensor's standard rate at the time services are rendered. 7. Title to Software Systems and Confidentiality The Software and all programs developed hereunder and all copies thereof are proprietary to Licensor and the authors. Licensee acknowledges that the Software and related documentation provided hereunder constitute trade secrets of Licensor.All applicable rights to patents,copyrights, trademarks and trade secrets in the Software or any modifications made at Licensee's request are and shall remain in Licensor. Licensee shall not sell, transfer, publish,disclose, display or otherwise make available the Software or copies thereof to others. Licensee agrees to secure and protect each module, software product, documentation and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder. Licensee agrees to use its best fiduciary ef- forts to protect the trade secrets of Licensor.All copies made by the Licensee of the Software and other programs developed hereunder, in- cluding translations,compilations,partial copies with modifications and up-dated works,are the property of Licensor.In the event Licensee requires third parties(defined as persons other than officers or employees of Licensee),to have access to the program licensed hereunder, LICENSOR's consent to such limited disclosure,among other things,will be conditioned upon receipt by LICENSOR of written acknowledg- ment of such third parties of the proprietary rights and trade secrets of LICENSOR in the programs and verification of LICENSOR's right to in- spect all source libraries and other files at any reasonable time and upon reasonable notice by LICENSOR of its desire and intention to con- duct such inspection.A copy of the third party's acknowledgement and verification is attached hereto and is made a part of.this Agreement by this reference. Licensee further agrees that such third party,for whom access to the program is granted shall be agents of Licensee for purposes of having access to such Programs and Licensee will indemnify LICENSOR for any loss,cost or expense,including reasonable at- torney's fees, incurred by LICENSOR as a result of a misappropriation of LICENSOR's proprietary rights and trade secrets or unauthorized disclosure of such trade secrets by said third parties.Violation of any provision of this paragraph shall be the basis for immediate termina- tion of this License Agreement. 8. Use and Training Licensee shall limit the use of the Software to its employees who have been appropriately trained. Licensor shall make training for the Software available to Licensee pursuant to its standard training procedures.Training shall be provided at a location to be determined jointly by Licensor and Licensee. Licensee shall cause each employee with access to the Software to execute an Employee Trade Secrecy Agreement in form and content acceptable to Licensor. 9. Indemnity and will pay any judgment against licensee Licensor,at its own expense,will defend any action brought against Licensee/to the extent that it is based on a claim that the licensed Software infringes any patents,copyrights, license or other property right,provided that Licensor is immediately notified in writing of such claim.Licensor shall have the right to control the defense of all such claims,lawsuits and other proceedings.In no event shall Licensee settle any such claim, lawsuit or proceeding without Licensor's prior written approval. If,as a result of any claim of infringement against any patent,copyright,license or other property right,Licensor is enjoined from using the Software,or if Licensor believes that the Software is likely to become the subject of a claim of infringement,Licensor at its option and ex- pense may procure the right for Licensee to continue to use the Software,or replace or modify the Software so as to make it non-infringing.If neither of these two options is reasonably practicable Licensor may discontinue the license granted herein on one month's written notice and refund to Licensee the unamortized portion of the license fees hereunder(based on four years straight line depreciation,such deprecia- tion to commence on the date of this Agreement). The foregoing states the entire liability of Licensor with respect to infringement of any copyrights or patents by the Software or any parts thereof. 10. Warranty (a) Licensor warrants that Software will conform,as to all substantial operational features,to Licensor's current published specifica- tions when installed and will be free of defects which substantially affect system performance. (b) The Licensee must notify Licensor in writing, within ninety (90) days of delivery of the Software to the Licensee (not including delivery of any subsequent modifications to the Software), of its claim of any such defect. If the Software is found defective by Licensor, Licensor's sole obligation under this warranty is to remedy such defect in a manner consistent with Licensor's regular business practices. (c) THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR.LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY,OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE SYSTEMS. (d) If any modifications are made to the Software by Licensee during the warranty period, this warranty shall immediately be ter- minated.Correction for difficulties or defects traceable to Licensee's errors or systems changes shall be billed at Licensor's standard time and material charges. • (e) Licensee agrees that Licensor's liability arising out of r.. .ial(negligence, strict liability in tort or warranty shall not exceedC $400,000.00 -11 11. Termination Licensor shall have the right to terminate this agreement and license(s)granted herein: (a) Upon ten days'written notice in the event that Licensee,its officers or employees violates any provision of this License Agree- ment including, but not limited to, confidentiality and payment;or (b) In the event Licensee(i)terminates or suspends its business;(ii)becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute(iii) becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority. In the event of termination by reason of the Licensee's failure to comply with any part of this Agreement,or upon any act which shall give rise to Licensor's right to terminate, Licensor shall have the right,at any time,to terminate the license(s)and take immediate possession of the Software and documentation and all copies wherever located, without demand or notice. Within five(5) days after termination of the license(s), Licensee will return to Licensor the Software in the form provided by Licensor or as modified by the Licensee,or upon request by Licensor destroy the Software and all copies,and certify in writing that they have been destroyed.Termination under this paragraph shall not relieve Licensee of its obligations regarding confidentiality of the Software. Without limiting any of above provisions,in the event of termination as a result of the Licensee's failure to comply with any of its obliga- tions under this License Agreement,the Licensee shall continue to be obligated for any payments due.Termination of the license(s)shall be in addition to and not in lieu of any equitable or other legal remedies available to Licensor. 12. Update and Enhancement Policy Licensee may,from time to time,enhance the performance of the licensed software,but in so doing,Licensor incurs no obligation to fur- nish such enhancements to Licensee hereunder.All rights and priviledges of Licensee to such enhancements or updates, if any such rights and priviledges are created or otherwise exist, shall be exclusively governed by the provisions of a Software Support Agreement between Cameo Software Solutions, Inc. and Licensee, which agreement, if entered into by and between the parties hereto, shall be separate and distinct from this Licensee Agreement and the obligations of both the Licensor and the Licensee herein set forth. 13. Custom Modification All custom modifications to the Software shall be undertaken by Licensor at its then current time and materials charges. For each custom modification requested,Licensee shall provide written specifications to Licensor,which shall be mutually agreed upon prior to com- mencement of such custom modification effort. 14. Taxes Licensee shall, in addition to the other amounts payable under this Licensee Agreement,pay all sales and other taxes,federal,state,or otherwise,however,designated,which are levied or imposed by reason of the transactions contemplated by this License Agreement.Without limiting the foregoing,Licensee shall promptly pay to Licensor an amount equal to any such items actually paid,or required to be collected or paid by Licensor. 15. Assignment Neither this Agreement nor any rights,duties or obligations hereunder shall be assignable by Licensee hereto without the prior written consent of LICENSOR. 16. Binding Agreement This Agreement shall be binding on the heirs,executors,administrators,legal representatives,successors and assigns of the respective parties. 18. Severability In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof and said Agreement shall be con- strued as if such invalid, illegal or unenforceable provision had never been contained herein. 19. Modification and Governing Law This agreement may be modified only by a written instrument duly executed by an authorized representative of CAMEO and Licensee. This Agreement shall be construed in accordance with the laws of the State of Texas.All payments of license fees by Licensee to CAMEO shall be payable at the principal office address of CAMEO reflected below, which is in Dallas County,Texas. Caveat LICENSEE ACKNOWLEDGES THAT IT HAS READ ALL OF THE PROVISIONS OF THIS AGREEMENT, UNDERSTANDS THEM AND AGREES TO BE BOUND BY THE PROVISIONS.IT IS AGREED THAT THIS WRITING CONSTITUTES THE COMPLETE AND EXCLUSIVE STATE- MENT OF THE AGREEMENTS BETWEEN THE LICENSEE AND CAMEO COVERING THE LICENSE HEREOF. LICENSEE FURTHER AGREES THAT ANY TERMS AND CONDITIONS OF ANY PURCHASE ORDER OR OTHER INSTRUMENT ISSUED BY LICENSEE IN CONNECTION WITH THIS AGREEMENT WHICH ARE IN ADDITION TO OR INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL NOT BE BINDING ON CAMEO AND SHALL NOT MODIFY OR APPLY TO THIS AGREEMENT. CAMEO SOFTWARE SOLUTIONS, INC. 109 N.W. 16th Street (Licensee) Grand Prairie,Texas 75050 • By: By: �./`vim By: (Authorized Sign i re) (Authoriz d Signat e) U � uLI Ly h4/L rni lL.W So /,12S Name(Type or Print) Name(Type or Print) VE rr 'C-S l DENT r Ye%/� Title Title A (007 Date / Date CSS, CAMEO SOFTWARE SOLUTIONS, INC. 1 SOFTWARE SUPPORT AGREEMENT This agreement is made by and between CAMEO SOFTWARE SOLUTIONS, INC. , a corporation organized under the laws of the State of Texas and hav- ing its principal place of business in Grand Prairie, Texas, (herein after referred to as "CSS") and the undersigned customer. CUSTOMER: City Fa etteville Firm Name 113 West Mountain _ Street Fayetteville Arkansas 72701 City State Zip CSS by its acceptanc and execution of the Agreement agrees to provide and the CUSTOMER agrees to accept licensed program product support (Licensed Program Service) for the Program Products for which Licensed Program Service is offered by CSS and specified by CUSTOMER in Exhibit A herein. Designated Computer System(s) : Service System Location: System I.B.M. System/36 Processor Serial No: Same as above address Processor Serial No: ---------------------- Processor Serial No: CUSTOMER BY ITS SIGNATURE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDER STANDS ITS PROVISIONS, AND AGREES TO ALL OF ITS TERMS AND CONDITIONS, INCLUDING THE LIMITATION OF LIABILITY. ACCEPTED CSS, INC. r` By: ( V' �r• ' f�,,_ ! % T Authorize Sign ure Vice President/Controller J� > ' i r-, Date ,._..Y_ Date Page 2 1. DEFINITIONS 1. 1 "Program Products" shall collectively mean the Licensed Program(s) and Related Materials which are identified in The Program Product Addendum. 1.2 "Licensed Program" shall mean the program material in machine- readable or interpreted form, and may include listings in either machine code or source code. 1.3 "Related Materials" shall mean these materials other than the Licensed Program or System Software furnished by CSS including, for example, operating instruction, input information of format specifi- cations, instructional and other documentation including guides and manuals, and further shall include all copies of program Product material made by CUSTOMER which are permitted under the terms of the CSS Program Products License. 1. 4 "Designated Computer System(s) ) " means the system configuration identified, on which Program Products are licensed to be used as identified on the front page of this Agreement and any related Addenda. 1.5 "Defect" , "error" or "malfunction" shall mean only significant deviations from the Program Product specifications for the current release of such Program Products. 1.6 "Service System Location" shall mean that location designated by a single mailing address as indicated on front page of this Agreement at which CSS provides Licensed Program Service. Page 3 2. LICENSED PROGRAM SERVICES 2. 1 LICENSED Program Service will be provided on a Designated Computer System(s) at a Service System Location only for those Program Products which are subject to a CSS license agreement with respect to which all currently due license and service fees have been paid. CUSTOMER agrees that all licensed CSS Program Products utilized at the Service System Location on the Designated Computer System(s) will have Software Support Agreement. 2. 2 Telephone Support Service. Telephone Support Service is provided by CSS. CSS RESPONSIBILITIES 2. 2. 1 Telephone Service. CSS will provide Telephone Service to CUSTOMER during the hours of 8 : 00 am to 5 : 00 pm, CSS local time, Monday through Friday, excluding CSS recognized national holidays. Telephone Service shall provide: A. Assistance related to questions on the operational use of the subject Program Products. B. Assistance in identifying and verifying the causes of suspected errors or malfunctions in Program Products. c. Advice on detours for identified error or malfunctions , where reasonable available. D. Long distance telephone charges are billable to the Customer or the Customer can supply CSS with a Calling Card number to be used for their charges only. E. Telephone calls outside above stated hours are billable at CSS standard hourly telephone rate. Page 4 CUSTOMER RESPONSIBILITIES 2.2. 2. Telephone Service. The CUSTOMER will ensure that only personnel properly trained in the operation and usage of the Program Product (s) will utilize the Hotline and that sufficient computer time and suitable personnel are made available to implement the corrections suggested by CSS. 2.3 Program Updates. Program updates are provided by CSS. CSS RESPONSIBILITIES 2.3. 1 CSS will make available a list of all program updates to the CUSTOMER and upon request by the CUSTOMER CSS will provide said updates to the CUSTOMER. CUSTOMER RESPONSIBILITIES 2.3. 2 The CUSTOMER is responsible for notifying CSS of requests for published program updates and properly loading said updates. 2 .4 On-Call Support Service. If a problem occurs which significantly impacts CUSTOMERS usage of the subject Program Product and remains undefined or unresolved either by detour or permanent correction after the CUSTOMER has taken the actions prescribed by the CSS Support Center, CSS will, at CUSTOMER request, dispatch a representative to the Service System Location at CSS standard hourly rate plus expenses. CSS RESPONSIBILITIES 2.4. 1 CSS will provide On-site Support Service to CUSTOMER during the hours of 8 : 00 am to 5: 00 pm CSS local time, Monday through Friday, excluding CSS recognized national holidays. CSS shall provide or make available: A. Advice and assistance in diagnosis and identification or errors or malfunctions in the subject Program Product(s) . Page 5 CUSTOMER RESPONSIBILITIES 2.4.2 When a significant operational problem occurs, which is reason- ably related to the subject Program Product and which cannot be adequately identified, or avoided by detour or correction by Customer, then CUSTOMER should contact the designated CSS Support Center using the Telephone Service, described herein. CUSTOMER agrees to perform the problem diagnostic activities and routines requested by the CSS Support Center prior to any dispatch by CSS of a representative to the Service Location. 3. GENERAL CUSTOMER RESPONSIBILITIES 3. 1 The CUSTOMER will undertake the proper supervision, control and management of its use of Program Products including but not limited to: (1) assuring proper Designated Computer System configuration. Program Product installation, verification, audit controls, and operating methods; and (2) insuring proper procedures for the security of data, accuracy of input and output, and back-up plans, including restart and recovery in the event of hardware or software error or malfunction. 3.2 The CUSTOMER will ensure that its personnel are properly trained in the operation and usage of Program Products, and associated equip- ment, and will undertake the operation in accordance with any advice given by CSS. 3.3 The CUSTOMER shall designate to CSS a person properly trained in the operation and usage of Program Products to serve as CUSTOMER' S primary contact with CSS for Program Product problems. • Page 6 4. CHARGES 4. 1 CUSTOMER agrees to pay CSS the amounts set forth in this Agree- ment and any Addendum hereto, for Licensed Program Services. If no rate or charge for services is specified, CSS published rates and charges in effect as of the date Licensed Program Services are provided will apply. Thereafter, services and support will be provided at the then current CSS published rates. 4.2 In addition, CUSTOMER agrees to pay CSS any tax (except personal property or tax based on net income) on this Agreement, or measured by the prices, other charges, Program Products, or their use, or services furnished, however designated, levied or based whenever CSS must collect and or pay such taxes from or on behalf of the CUSTOMER accord- ing to the applicable statutes and ordinances, as interpreted by the departmental authorities of the taxing unit. 4 .3 If, after a request by the CUSTOMER for Licensed Program Services, CSS reasonably determines that there was no error or malfunction in the subject Program Products, the CUSTOMER agrees to pay for CSS services at CSS' S the current rates. 4.4 Media (such as disks or magnetic tapes provided by CSS under this Agreement) and their associated delivery costs are chargeable at CSS standard rates in effect at this time of shipment. 5. PERFORMANCE OF SERVICES 5. 1 CSS reserves the right to assign personnel or the sub-contract to third parties who are, in CSS' S judgment, qualified to render the ser- vices requested. 5. 2 While CSS will endeavor to provide Licensed Program Services as promptly as is reasonable, the timing of their rendition is subject to the availablility of qualified personnel. Also, the time in which an error correction or detour can be devised and tested cannot be accurately assessed in advance. Consequently, all dates or times quoted, or estimated, for supply of Licensed Program Services or their completion are estimates only and are subject to alteration. 5 .3 Except to the extent that Program Products many be subject to warranties under the Program Product License, CSS does not guarantee Licensed Program Service results or represent or warrant that all errors or malfunctions will be corrected. Page 7 6 . TITLE AND LICENSE CUSTOMER agrees that the furnishing of Licensed Program Service by CSS and/or its subcontractors under this Agreement conveys to CUSTOMER only a personal, non-exclusive and non-transferable right and license, without the right to grant sublicenses, to use the information con- veyed to CUSTOMER, and any program supplied to CUSTOMER hereunder shall be supplied and subject to the terms and conditions of CSS then current Program Products License, unless separately provided otherwise. CSS retains the entire right, title and interest in and to all proprie- tary rights related to the information, software or program code and other items supplied under this Agreement, even if they have been jointly developed by CSS and CUSTOMER. CUSTOMER agrees not to dis- seminate to others any material or information supplied to CUSTOMER under this Agreement without the prior written permission of CSS. 7. LIMITATION OF LIABILITY 7. 1 In no event shall CSS be liable for any loss of profit, indirect, special, incidental or consequential damages , even if CSS has notice of the possibility of such damages. 7.2 CSS liability, if any, for damages (including but not limited to liability arising out of contract, tort, or patent or copyright in- fringement) shall be limited to the charges which would be due for twelve months of Licensed Program Service, for the specific Program Product that is directly related to CUSTOMER' S cause of action. This limitation shall not apply to personal injury or tangible personal or real property claims caused solely by CSS' S negligence. Page 8 8. TERM/TERMINATION 8. 1 The Agreement shall remain in effect from the date first stated, and will be automatically renewed thereafter for annual terms at rates in effect at the time of renewal, but not to exceed 10 % of prior year agreement. This Agreement many be terminated by either party with thirty (30) days written notice after the first full year. If this Agreement, or part thereof, is terminated by the CUSTOMER, after the aforementioned first year, then CSS shall refund any amounts paid in advance by CUSTOMER for Licensed Program Services which are now being terminated. 8 .2 This Agreement may be terminated by either party at any time upon default by the other party of any covenant of this Agreement if such default is not corrected within sixty (60) days after receipt of written notice. The written notice must set forth particulars of the alleged default. 8 .3 This agreement may be suspended by CSS, without notice, if pay- ment is thirty (30) days in arrears , or terminated by CSS, without notice, if payment is sixty (60) days in arrears. CUSTOMER' S obli- gation to pay charges which have accrued and any damages arising from CUSTOMER' S breach of this Agreement shall survive any termination. 9 . ADDITIONAL PRODUCTS AND SERVICES In addition to the Licensed Program Services offered under this Agreement, CSS offers other products and services under terms of separate written agreements, and CSS and CUSTOMER agree that the provision of any such products or services by CSS shall not be the subject of an oral agreement. Any provision of such products and services, as available, will be subject to a written agreement with CSS. Page9 10. GENERAL 10. 1 This Agreement constitutes the entire and complete Agreement between the parties with regard to its subject matter and supersedes all prior communications between the parties of any nature. The CUSTOMER represents and warrants that in deciding to enter into this Agreement, CUSTOMER has no relied on any information supplied or statements made by CSS except those contained writing and signed by and on behalf of CSS. 10.2 No modifications or amendment to this Agreement and no waiver of any provisions shall be valid unless made in writing and signed by duly authorized representatives of the parties. Any written order or other instrument issued by CUSTOMER before or after the effective date of this Agreement pertaining to the services provided shall be void, except as otherwise expressly provided in this Agreement. 10.3 The laws of the State in which these services are performed shall govern as to the interpretation, validity and effect of this Agreement. 10.4 CSS shall not be responsible for a failure to fulfill its obligations hereunder as a result of causes beyond its control. 10. 5 The remedies provided herein shall not be deemed exclusive but shall be cumulative and shall be in addition to all other remedies provided. No delay or omission in the exercise of any remedy herein provided or otherwise available to CSS shall impair or affect CSS' S right to exercise the same. Any extension of indulgence (which must be in writing) shall not other wise alter or affect rights or obli- gations or be deemed to waiver the remedies. Page 10 EXHIBIT 'A' Description_of Application Software ANNUAL FEES 1 . Financial Accounting $ 875.00 2 . Purchase Orders $ 200.00 3 . Miscellaneous Accounts Receivable $ 125.00 4 . Payroll $ 300.00 5. Investments $ 100.00 6 . Fixed Assets $ 100.00 7. Construction in Progress $ 800.00 8 . Utility Billing & Sanitation $ 700.00 9. Licensing & Inspections $ 800 .00 10. City Clerk-Indexing $ 625.00 11. Personnel $ 250 .00 12. Inventory $ 200.00 13. Vehicle/Equipment Maintenance $ 200. 00 14. Municipal Court $ 500 .00 15. Scheduling (Service/Work Orders) $ 500.00 17 . Water & Sewer Flow/In Ground Inventory $ 500 .00 Total Annual Fees- $6,775.00 1-1 Commencement Date- Additional Provisions: Item 8: "If the term is for more than one year, the City' s obligation to pay must be solely from a special fund" . Page 11 Present telephone billing rates (per person hour) . 8: 00 A.M. to 5: 00 P.M. * Monday through Friday $60. 00 per person hour 5: 00 P.M. to Midnight* Monday through Friday 1 5 times per person hour rate Midnight to 8: 00 A.M. * Saturdays, Sundays and Holidays 2 0 times per person hour rate Notes: 1) Time will be billed in one-quarter hour increments, rounded to the next one-quarter hour. 2) Minimum charge of one-quarter hour applies. *All times are CSS local time. Holidays: Fourth of July, Labor Day, Thanksgiving Day, Christmas Day, New Years Day SCHEDULE "A" LICENSED SOFTWARE LICENSED SOFTWARE: OBJECT CODES PROCEDURES AND DOCUMENTATION LICENSEE FEE 1. Financial Accounting $ 8 , 750 . 00 2. Purchase Orders $ 2, 000.00 3. Miscellaneous Accounts Receivable $ 1, 250. 00 4. Payroll $ 3, 000.00 5. Investments $ 1 ,000. 00 6. Fixed Assets $ 1 ,000. 00 7. Construction in Progress $ 8,000. 00 8. Utility Billing & Sanitation $ 7 ,000. 00 9. Licensing & Inspections $ 8, 000. 00 10. City Clerk-Indexing $ 6,250.00 11. Personnel $ 2,500. 00 12. Inventory $ 2 ,000. 00 13. Vehicle/Equipment Maintenance $ 2, 000 .00 14 . Municipal Court $ 5,000.00 15. Scheduling (Service/Work Orders) $ 5,000 . 00 16 . Water & SecA,er Flow/ In Ground Inventory $ 5 ,000 .00 License " Total KM4UWEL Fees- $ 67,750-.00 7Y1 PAYMENT TERMS: 25% upon execution of contract 25% upon installation on computer 50% upon acceptance not to exceed 90 days after installation ADDITIONAL PROVISIONS: Acceptance not to exceed sixty days from initial implementation date as agreed upon by both parties for each software package. Item 3 : "If the term is for more than one year, the City' s obligation to pay must be solely from a special fund" . Item 6 : The rate for consulting is $50.00 per hour per person plus out of town expenses. Item 10 : The rate is $50. 00 per hour per person plus out of town expenses. Item 13 : The rate is $50. 00 per hour per person plus out of town expenses. Item 19 : Governing law shall be State of Arkansas. INITIALED FOR IDENTIFICATION PURPOSES: LICENSOR:CAMEO SOFTWARE SOLUTIONS, INC. LICENSEE By: (- J By: M1A.A.1-4-d-A "' SCHEDULE "B" DESIGNATED LOCATION LOCATION: City of Fayetteville, City hall 113 West Mountain Fayetteville, Arkansas 72701 EQUIPMENT: I.B.M. System/36 INITIALED FOR IDENTIFICATION PURPOSES: LICENSOR: CAMEO SOFTWARE SOLUTIONS, INC. LICENSEE By: By: GL -}-n J 8301dd0 0 31111) 3Hn1VNDIS :H38WfN NOI1d1A13X3 X`dl3S10X3 1da303d :8381AIfN NOI1dIN3X3 XVI S31VS 31V1S .N0111103SO8d dO SISO0 H11M 83H13001 'H108 HO 'SHV3A 3AId NVHI 3H0W ION 80d 1N3WNOSIHdWI 01 HO `00'000`01-$ NVH138OIN ION dO 3NId V 01 S3IIH`dd AllinO liv aNe a3NOISH3ON11 3H1 103C8nS 1-1IM NOI1dW3X3 3H1103S 01 31VO1d11830 SIH1 dO 3Sn 1N3lnandad 3H1 IVHI a00IS83aNn Os1V SI 11 .31d01d11H30 SIH1 A8 a383n00 S3-1011HV H0 31011ad 3H1 dO 83an10VdnNVW 3H1 01 3W A8 a31HOd3H 38 -1-1IM 10Vd HOnS `S83H10 HO S33AO-1d1A13 01 a-0S 3EIV HO 3SIMH3H10 aasn 38`d 31V0ld11830 NOI1dW3X3 SIH1 830Nn 338d XVI a3SVHOHnd S31011HV AI 1VH1 a3380V SI 11 GNV '3Sn 3AIS1110X3 813HI 80d a3SVHOHnd 33-0118V dO 31VS 3H1 01 C1311011-1 SI -013 `S31`d1S 3H1 01 3IV0Id11H30 NOIldW3X3 SIN' 830Nn 5310118V dO S3-1VS dO 3SVO 3H1 NI XVI WOHd NOIldIN3X3 3H11VH1 a001SH3aNn SI 11 000 dO 1SI4 80 'NOISIAIa9f1S Od 80 8831 '31d1S) dO (llNfl 1V±N3INN83AO9 dO 3 NVN) do 3Sn 3nism0X3 3HI HOd .ONI `SNOIIniOs 3HVMIdOS 031A1V0 WO8d a3SVH08nd 3HV 'dO383H 301S 3SH3A38 3H1 NO H0 83a80 ONIANVdW000`d 3E11 NI a31d103dS S31OIIHV HO 310118V 3H1 IVHI ON`d 31d01d11830 SIH1 311103X3 01 a3ZIEOHlnV SI (100 dO .1SIQ 80 'NOISIAIa 8(1S Od 80 ' 8831 '31V1S) 3HS/3H 1VH1 ONV dO (8301dd0 dO 31111) SI 3HS/3H 1VH1 S3Id11830 18383H a3NOISH30N11 3H1 61- (Vi8WnhOo dO 101alsla 3H1 HO `dO383H1 SNOISIA108fS hV01I1-1Od 80 `S318O1I8831 `S31V1S 18 3Sn Hod) 31V3IdIl1:133 NOIldIN3X3 CERTIFICATE OF ACKNOWLEDGEMENT AND VERIFICATION 1. My name is 2. My address is 3. I am an (officer/employee/agent) of ("Independent Contractor"), with its principal place of business at ("Licensee"), for the purpose of program installation/modification of programs under license from CAMEO SOFTWARE SOLUTIONS. INC. ("CAMEO"). 4. I am authorized by Independent Contractor to make and deliver to CAMEO this Certificate on behalf of Independent Contractor. 5. I am in receipt of a copy of the License Agreement between CAMEO and Licensee. I have read and fully understand all of its provisions. 6. Independent Contractor hereby acknowledges the proprietary rights and trade secrets embodied in the programs and binds itself, and its officers and employees to protect CAMEO's proprietary rights and trade secrets from unauthorized disclosure or misappropriation. 7. Independent Contractor verifies that at any reasonable time within five (5) years of the date hereof, CAMEO may inspect all source libraries and other records dealing with all program installation or modification services performed by Independent Contractor for the Licensee pertaining in any way to program licensed from CAMEO. SIGNED this o?� _ day of , 19 �� MODIFICATION TO SOFT RE LICENSE AGREF74EN : ' ''''' This MODIFICATION TO SOFTWARE LICENSE AGREE[ executed on the date hereinafter set out by Cameo Software Solutions, Inc. , hereinafter called "Licensor" and the City of Fayetteville, Arkansas, hereinafter called "Licensee". WHEREAS, the parties have executed a Software License Agreement dated February 6, 1987, a copy of which is attached hereto and made a part hereof; and WHEREAS, the parties desire to modify said agreement. NOW, THEREFORE, Licensor and Licensee hereby agree that said Software License Agreement shall be modified as follows: 1. Section 1 of said agreement is hereby modified by adding the following to the first paragraph: The sole and exclusive criteria for Licensoe's obligations hereunder is set out in Licensee 's Request for Proposal dated September, 1986. 2. Section 8 of said agreement is modified by adding the following paragraph: Licensor agrees that it will rot allow its employees to attempt to alter or adjust Licensee's hardware in any way. Should Licensee's hardware be damaged by Licensor, Licensee shall pay all repair costs which are not covered by Licensee's maintenance agreement with IBM. 3. Paragraph 10e) of said agreement is modified by adding the following: Licensor shall not be liable for any such claim which is made after 180 days from the date the software is accepted by Licensee. Licensee must notify Licensor in writing of any such claim within thirty (30) days from receipt thereof. -2- Licensor shall have thirty ( 30) days after notification to resolve any such claim. Licensor, at its awn expense, will defend any action brought against Licensee to the extent it is based on negligence, strict reliability in tort, or breach of warranty by Licensor and Licensor shall pay any judgment against Licensee based upon such a claim but not to exceed $400,000.00. AS MODIFIED HERESY, the Software License Agreement between the parties shall continue in full force and effect. CAMEO SOFTWARE SYSTEMS, INC. CITY OF FAYIr1'EVILLE Licensor Licensee By: By:i rn (Authorized Signature) (Author zed Signature) Mae«YA) �c h`,v 7iU Name (Type or Print) Name (Type or Print) Title Title (D)/ C/--7 Date Date ATTEST By: C C erk CAMEO SOFTWARE SOLUTIONS, INC. THIS AGREEMENT is made by and between CAMEO SOFTWARE SOLUTIONS,INC.,a corporation organized under the laws of the State of Texas and having its principal place of business in Grand Prairie,Texas,as Licensor(hereinafter referred to as"CAMEO"or"LICENSOR"), and the undersigned Licensee. 1. Software License In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a personal, non-exclusive and non-transferable license to use the current version of Licensor's Software.A description of the Software System is attached as Schedule A. The Software shall initially be used only on equipment and at location(s) identified in Schedule B as "Designated Location." The use permitted under this license shall be only at the location(the"Designated Location")specified in Schedule"B".If a Designated Location is inoperative due to malfunction,the license granted under this Agreement is temporarily extended to authorize the Licensee,after prior written notice to CAMEO of such emergency, to use the Program at another location. At the time the Designated Location becomes operative, Licensee shall promptly return the Program to the Designated Location and the temporary extension shall be revoked without fur- ther notice. If the Licensee discontinues use of the Program at the Designated Location specified in Schedule"B",and desires to continue use of the Program at another location of Licensee,upon prior written notice of Licensee's desire and identity of said new location to CAMEO and receipt of their written consent to such relocation (which consent will not be unreasonably withheld)then such relocation may be ac- complished. Licensee shall not:(1)permit any third party to use the Software,(2)use the Software in the operation of a service bureau,or(3)allow ac- cess to the Licensed Software through terminals located outside Licensee's business premises. 2. Term The provisions of this Agreement shall become effective on the date of execution hereof and shall remain in effect for as long as the Pro- gram is licensed hereunder. The term of each license granted hereunder shall commence on the date the first Program product or related documentation is received by the Licensee and shall remain in effect so long as the Program is in actual use by Licensee,and for three years thereafter unless such license is earlier terminated as provided hereinafter. 3. Price and Payment Licensee shall make payment to Licensor for the Software license pursuant to the fees and payment terms set forth in Schedule A. 4. Software Ownership Licensor represents that it is the holder of the exclusive right and the full power and authority to license the Software and related documentation and all portions thereof and to modify same. 5. Cooperation Both Licensor and Licensee acknowledge that successful implementation of the Software pursuant to this License Agreement shall require their full and mutual good faith cooperation, and Licensee acknowledges that it shall timely fulfill its responsibilities, including but not limited to those set forth below. 6. Included Consulting Services Licensor shall provide Licensee additional consulting services as established and defined on Exhibit "A", not including software maintenance, to be used at Licensee's discretion. Any additional services shall be charged at Licensor's standard rate at the time services are rendered. 7. Title to Software Systems and Confidentiality The Software and all programs developed hereunder and all copies thereof are proprietary to Licensor and the authors. Licensee acknowledges that the Software and related documentation provided hereunder constitute trade secrets of Licensor.All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications made at Licensee's request are and shall remain in Licensor. Licensee shall not sell, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others. Licensee agrees to secure and protect each module, software product, documentation and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder. Licensee agrees to use its best fiduciary ef- forts to protect the trade secrets of Licensor.All copies made by the Licensee of the Software and other programs developed hereunder,in- cluding translations.compilations,partial copies with modifications and up-dated works,are the property of Licensor.In the event Licensee requires third parties(defined as persons other than officers or employees of Licensee),to have access to the program licensed hereunder. LICENSOR's consent to such limited disclosure, among other things,will be conditioned upon receipt by LICENSOR of written acknowiedg• ment of such third parties of the proprietary rights and trade secrets of LICENSOR in the programs and verification of LICENSOR's right to In- spect all source libraries and other files at any reasonable time and upon reasonable notice by LICENSOR of its desire and intention to con- duct such inspection.A copy of the third party's acknowledgement and verification is attached hereto and is made a part of,this Agreement by this reference. Licensee further agrees that such third party, for whom access to the program is granted shall be agents of Licensee for purposes of having access to such Programs and Licensee will indemnify LICENSOR for any loss,cost or expense,including reasonaole at• torney's fees, incurred by LICENSOR as a result of a misappropriation of LICENSOR's proprietary rights and trade secrets or unauthorized disclosure of such trade secrets by said third parties.Violation of any provision of this paragraph shall be the basis for immediate termina- tion of this License Agreement. I 8. Use and Training Licensee shall limit the use of the Software to its employees who have been appropriately trained. Licensor shall make training for the Software available to Licensee pursuant to its standard training procedures.Training shall be provided at a location to be determined jointly by Licensor and Licensee. Licensee shall cause each employee with access to the Software to execute an Employee Trade Secrecy Agreement in form and content acceptable to Licensor. 9. Indemnity and will pay any judgment against licensee Licensor,at its own expense,will defend any action brought against Licensee/to the extent that it is based on a claim that the licensed Software infringes any patents, copyrights, license or other property right, provided that Licensor is immediately notified in writing of such claim.Licensor shall have the right to control the defense of all such claims,lawsuits and other proceedings.In no event shall Licensee settle any such claim, lawsuit or proceeding without Licensor's prior written approval. If,as a result of any claim of infringement against any patent,copyright, license or other property right, Licensor is enjoined from using the Software,or if Licensor believes that the Software is likely to become the subject of a claim of infringement,Licensor at its option and ex- pense may procure the right for Licensee to continue to use the Software.or replace or modify the Software so as to make it non-infringing.If neither of these two options is reasonably practicable Licensor may discontinue the license granted herein on one month's written notice and refund to Licensee the unamortized portion of the license fees hereunder(based on four years straight line depreciation,such deprecia- tion to commence on the date of this Agreement). The foregoing states the entire liability of Licensor with respect to infringement of any copyrights or patents by the Software or any parts thereof. 10. Warranty (a) Licensor warrants that Software will conform,as to all substantial operational features,to Licensor's current published specifica- tions when installed and will be free of defects which substantially affect system performance. (b) The Licensee must notify Licensor in writing, within ninety (90) days of delivery of the Software to the Licensee (not including delivery of any subsequent modifications to the Software), of its claim of any such defect. If the Software is found defective by Licensor, Licensor's sole obligation under this warranty is to remedy such defect in a manner consistent with Licensor's regular business practices. (c) THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR.LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY,OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE SYSTEMS. (d) If any modifications are made to the Software by Licensee during the warranty period, this warranty shall immediately be ter- minated.Correction for difficulties or defects traceable to Licensee's errors or systems changes shall be billed at Licensor's standard time and material charges. �} (e) Licensee agrees that Licensor's liability arising out of c e)AiZQxnegligence, strict liability in tort or warranty shall not exceed. $400,000.00 11. Termination Licensor shall have the right to terminate this agreement and license(s) granted herein: (a) Upon ten days'written notice in the event that Licensee,its officers or employees violates any provision of this License Agree- ment including, but not limited to, confidentiality and payment; or (b) In the event Licensee(i)terminates or suspends its business;(ii)becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute(iii) becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority. In the event of termination by reason of the Licensee's failure to comply with any part of this Agreement,or upon any act which shall give rise to Licensor's right to terminate. Licensor shall have the right,at any time.to terminate the license(s)and take immediate possession of the Software and documentation and all copies wherever located, without demand or notice. Within five (5) days after termination of the license(s),Licensee will return to Licensor the Software in the form provided by Licensor or as modified by the Licensee,or upon request by Licensor destroy the Software and all copies,and certify in writing that they have been destroyed.Termination under this paragraph shall not relieve Licensee of its obligations regarding confidentiality of the Software. Without limiting any of above provisions,in the event of termination as a result of the Licensee's failure to comply with any of its obliga- tions under this License Agreement,the Licensee shall continue to be obligated for any payments due.Termination of the license(s)shall be in addition to and not in lieu of any equitable or other legal remedies available to Licensor. 12. Update and Enhancement Policy Licensee may,from time to time,enhance the performance of the licensed software,but in so doing,Licensor incurs no obligation to fur- nish such enhancements to Licensee hereunder.All rights and priviledges of Licensee to such enhancements or updates, if any such rights and priviledges are created or otherwise exist, shall be exclusively governed by the provisions of a Software Support Agreement between Cameo Software Solutions, Inc. and Licensee, which agreement, if entered into by and between the parties hereto, shall be separate and distinct from this Licensee Agreement and the obligations of both the Licensor and the Licensee herein set forth. 13. Custom Modification All custom modifications to the Software shall be undertaken by Licensor at its then current time and materials charges. For each custom modification requested. Licensee shall provide written specifications to Licensor,which shall be mutually agreed upon prior to com- mencement of such custom modification effort. 14. Taxes Licensee shall,in addition to the other amounts payable under this Licensee Agreement.pay all sales and other taxes,federal,state,or otherwise,however,designated,which are levied or imposed by reason of the transactions contemplated by this License Agreement.Without limiting the foregoing,Licensee shall promptly pay to Licensor an amount equal to any such items actually paid,or required to be collected or paid by Licensor. 15. Assignment Neither this Agreement nor any rights,duties or obligations hereunder shall be assignable by Licensee hereto without the prior written consent of LICENSOR. 16. Binding Agreement This Agreement shall be binding on the heirs,executors,administrators,legal representatives,successors and assigns of the respective parties. vYr`�' 18. Severability In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof and said Agreement shall be con- strued as if such invalid. illegal or unenforceable provision had never been contained herein. 19. Modification and Governing Law This agreement may be modified only by a written instrument duly executed by an authorized representative of CAMEO and Licensee. This Agreement shall be construed in accordance with the laws of the State of Texas. All payments of license fees by Licensee to CAMEO shall be payable at the principal office address of CAMEO reflected below, which is in Dallas County, Texas. Caveat LICENSEE ACKNOWLEDGES THAT IT HAS READ ALL OF THE PROVISIONS OF THIS AGREEMENT, UNDERSTANDS THEM AND AGREES TO BE BOUND BY THE PROVISIONS.IT IS AGREED THAT THIS WRITING CONSTITUTES THE COMPLETE AND EXCLUSIVE STATE- MENT OF THE AGREEMENTS BETWEEN THE LICENSEE AND CAMEO COVERING THE LICENSE HEREOF. LICENSEE FURTHER AGREES THAT ANY TERMS AND CONDITIONS OF ANY PURCHASE ORDER OR OTHER INSTRUMENT ISSUED BY LICENSEE IN CONNECTION WITH THIS AGREEMENT WHICH ARE IN ADDITION TO OR INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL NOT BE BINDING ON CAMEO AND SHALL NOT MODIFY OR APPLY TO THIS AGREEMENT. CAMEO SOFTWARE SOLUTIONS, INC. 109 N.W. 16th Street (Licensee) Grand Prairie, Texas 75050 ( y: By: !Authorized Signal(,re) (Authorized Sig e) I /.%L 1,L7 i.L l',-f/L fr/ 2/L yiO JDfJ/uS /lJ Name(Type or Print) Name(Type or Print) 1/1 E wTcLi � , iJt )7myce Title Title *01 Date / Date SCHEDULE "A" LICENSED SOFTWARE LICENSED SOFTWARE: OBJECT CODES,PROCEDURES AND DOCUMENTATION FEE 1. Financial Accounting $ 8,75000 2. Purchase Orders $LICENSEE 2, 000. 00 3. Miscellaneous Accounts Receivable $ 1 , 250.. 00 4. Payroll $ 3, 000. 00 5. Investments $ 1 ,000. 00 6. Fixed Assets $ 1 ,000. 00 7. Construction in Progress $ 8 , 000. 00 8. Utility Billing & Sanitation $ 7 ,000 . 00 9. Licensing & Inspections $ 8, 000. 00 10 . City Clerk-Indexing $ 6, 250. 00 11 . Personnel $ 2,500. 00 12. Inventory $ 2, 000 . 00 13. Vehicle/Equipment Maintenance $ 2, 000 . 00 14. Municipal Court $ 5,000. 00 15 . Scheduling (Service/Work Orders) $ 5 , 000 . 00 16 . Water & Sewer Flow/ In Ground Inventory '`1 cense Total A Fees- PAYMENT TERMS: 25% upon execution of contract 25% upon installation on computer 50% upon acceptance not to exceed 90 days after installation ADDITIONAL PROVISIONS: Acceptance not to exceed sixty days from initial implementation date as agreed upon by both parties for each software package. Item 3 : "If the term is for more than one year, the City' s obligation to pay must be solely from a special fund" . Item 6 : The rate for consulting is $50.00 per hour per person plus out of town expenses. Item 10 : The rate is $50. 00 per hour per person plus out of town expenses. Item 13 : The rate is $50. 00 per hour per person plus out of town expenses. Item 19 : Governing law shall be State of Arkansas. INITIALED FOR IDENTIFICATION PURPOSES: LICENSOR:CAMEO SOFTWARE SOLUTIONS, INC. LICENSEE By: 1941AiL4A----) SCHEDULE "B" DESIGNATED LOCATION LOCATION: City of Fayetteville, City Hall 113 West Mountain Fayetteville, Arkansas 72701 EQUIPMENT: I.B.M. System/36 INITIALED FOR IDENTIFICATION PURPOSES: LICENSOR: CAMEO SOFTWARE SOLUTIONS, INC. LICENSEE By: By: _ - - — AY CHIEFS° IBM IMAP February 12, 1987 Mr. Sturman Mackey Purchasing Officer City of Fayetteville P.O. Drawer. F Fayetteville, AR 72701 Dear Mr. Mackey: Enclosed is the revised license to use which we discussed in our telephone conversation of 02/11/87. We have made the revisions you requested in your letter of 02/03/87, with the exception of the request to change Item 4.a. Item 4.a. is intended to clearly and specifically delineate our proprietary rights and protect the product from transitioning into public domain. This section was instituted by our attorney to protect our interests. After reviewing the license as revised, let me know if there are any significant remaining problems. If you have any additional questions or comments regarding this license, please contact me. Sincerely, l�s+o Tzmot..y Y. Fcnlon Executive Vice President PF/vw Enclosure Outside Ohio Call 1-800-4-CHIEFS In Ohio Call(513)777-4500 7908 Cincinnati-Dayton Road • Suite D Cincinnati, Ohio 45069 "CHIEFS, CRIMES, FIRES AND CAD" SOFTWARE LICENSE AGREEMENT AGREEMENT made this day of , 1987, by and between On- line Business Computer Systems, Inc. (OBC) Public Safety Division, an Ohio corporation, and the City of Fayetteville, Arkansas, a Municipal Corporation located at 113 W. Mountain St. , Fayetteville, Arkansas 72701, ("hereinafter called Purchaser"). WITNESSET H: Whereas, OBC markets a software package for use in the public sector known as "CHIEFS", which includes software packages knows as "CRIMES", "FIRES", and "CAD". WHEREAS, Purchaser desires to acquire from OBC a license to use certain computer programs. NOW, THEREFORE, in accordance with the terms of this Agreement and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. Grant of License. OBC does hereby grant to Purchaser a permanent non-exclusive license (the "License") to use the computer programs and related programming aids and materials described in Schedule A which is attached hereto and incorporated herein by reference (hereinafter collectively referred to as the "Software". 2. License to Use Price and Payment Terms. The total price for the License shall be Sixty-Five Thousand Dollars ($65,000.00). The term of the license is perpetual. Customer agrees to remit payment for the license to use to OBC as follows: 1) 20% payment due upon contract award 2) 30% payment due thirty (30) days after contract award 3) 40% payment due thirty (30) days after billing #2 4) 10% payment due upon completion of contract 3. Training. OBC shall provide training as specified in Attachment F. 4. Proprietary Rights of OBC. a. Nature of Rights and Title. Purchaser recognizes that the computer programs system documentation, manuals, application software cost and other materials supplied by OBC to Purchaser under this License are subject to the Proprietary Rights of OBC. Purchaser agrees with OBC that the programs, documentation, cost of application software and all information or machine readable data supplied are trade secrets of OBC, whether or not any portion thereof is or may be validly copyrighted or patented; and because this material is very valuable to Purchaser, said use and/or any disclosure must be carefully and continuously controlled. Purchaser further agrees that it will hold and use the Software in the same manner as it deals with its own proprietary information and trade secrets, and that it will not intentionally divulge any data or information with respect to the Software. If Purchaser or any of its employees, agents or representatives shall attempt to use or dispose of the Software, or any of its components, or duplicates or modifies same in any manner contrary to the terms of this License, OBC shall have the right, in addition to such other remedies which may be available to it, to injunctive relief in enjoining such acts or attempts, it being acknowledged that legal remedies are inadequate. b. Restriction on Use. The Software and other items supplied by OBC hereunder are for the sole use of the Purchaser/Licensee and its employees. OBC's rights in and to the Software as a result of this Agreement may not be assigned, sub-leased, sub-licensed, sold, offered for sale, disposed of, encumbered or mortgaged. Product components, source code, and documentation supplied by OBC to the customer are not to be duplicated, copied, or distributed by the customer and/or its employees. Purchaser/Licensee and its employees shall keep each and every item to which OBC retains title free and clear of all claims, liens and encumbrances, except those of OBC, and any act of Purchaser, voluntary or involuntary, purporting to create a claim, lien or encumbrance on such items as shall be void. c. Reproduction of Software. Purchaser agrees that while this License is in effect, while it has custody or possession of any property of OBC, it will not, (i) copy or duplicate, or permit anyone else to copy or duplicate, any physical or magnetic version of the Software, documentation or information furnished to Purchaser in machine readable form; (ii) create or attempt to create, or permit others to create or attempt to create, by reverse engineering or otherwise, the source programs of the Software, or any part thereof from the object (tangible or intangible) . Purchaser may copy for its own use and at its own expense operating manuals, training materials, and other terminal-use-oriented materials, but shall advise OBC of the number of copies made and the distribution of such copies. d. Unauthorized Acts. Purchaser agrees, as soon as it is aware of its occurence, to immediately notify OBC of unauthorized possession, use or knowledge of any items supplied under this License, and any other information made available to Purchaser under this Agreement, by any personnel or organization not authorized by this Agreement to have such possession, use or knowledge. Purchaser will promptly furnish OBC full details of such possission, use of knowledge, and will assist in preventing the reoccurence of such possession, use or knowledge, and will cooperate with OBC in any litigation against Third Parties deemed necessary by OBC to protect its proprietary rights. Purchaser's compliance with this subparagraph should not be construed in any way as a waiver of OBC's rights to recover damages or obtain other relief against Purchaser for intentional harm to Purchaser's Proprietary rights, or for breach of contractual rights. e. Source. OBC agrees to provide the herein identified customer with a complete software user application program as described above in machine-readable form excluding source coding. Source code is maintained by an independent third party Certified Public Accounting firm. The customer may, if it chooses, be included on the distribution/access list of OBC's bankruptcy or inability to support the CHIEFS application. 5. Upgrades. OBC shall have no obligation to upgrade the Software. OBC does provide upgrades to all of its customers periodically as part of its normal business practice. For the purpose of this package, the term "upgrade" shall mean improvements in the Software which relate to operating performance, but does not change the basic function of the Software. • 6. New Developments. The parties acknowledge that performance of this Agreement may result in the development of new proprietary and secret concepts, methods, techniques, processes, adaptations, and ideas. The parties agree that the same shall belong solely and exclusively to OBC without regard to the origin thereof, and that Purchaser will not, other than in the performance of this Agreement, make use or disclose the same to anyone. 7. Software Component Specifications. Each Software component supplied hereunder will conform to the Software specification respecting such component set forth on Schedule A, attached hereto and incorporated herein, in all respects, but not limited to, operating performance, core requirements, timing characteristics, documentation quality, modularity, compatibility, and the like. 8. Warranties. a. OBC warrants that it is the sole owner of the Software and has full power and authority to grant the rights herein granted without the consent of any other person. Further, OBC warrants that the Software is original to OBC, that neither Software nor any of its elements thereof, does or will violate or infringe on any patent, copyright or trade secret, or other property right of any other person, and OBC will indemnify and hold Purchaser harmless from and against any loss, cost, liability expense arising out of any breach or claim or breach of this warranty. b. Software. OBC warrants that the Software listed on Schedule A when supplied hereunder and during the ninety (90) day period following installation, will be free of manufacturing defects and manufactured materials, programming errors, and will conform to the specifications. OBC will, without charge to Purchaser, correct any such defects or programming errors which arise during the ninety (90) day period, and make such additions, modifications or adjustments to the Software as may be necessary to keep the Software in operating order, in accordance with such specifications, provided Purchaser notifies OBC of the nature of such defects or programming errors no later than fifteen (15) days following expiration of the ninety (90) day period. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND, IN LIEU OF, ALL OBLIGATIONS OR LIABILITY ON THE PART OF OBC FOR DAMAGES, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE. 9. Non-taxibility of Software. The Software License hereunder is non-tangible property, and as much it is merely a license to use a proprietary method and its tangible attributes are only incidental. Licensee shall be liable for all taxes (including, but not limited to personal property, sales and use taxes) assessed against the software system or upon the possession or use thereof or upon and service furnished hereunder. 10. Headings. The headings used in this Agreement are for reference purposes only, and shall not be deemed a part of this Agreement. 11. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter; all prior agreements, representations, statements, negotiations and undertakings are superseded hereby. 12. Partial Invalidity. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding, this Agreement shall remain in full force and effect, and such term or provision shall be deemed stricken. 13. Amendment. No amendment to this Agreement shall be considered effective unless it is in writing and signed by duly authorized representatives of both parties. 14. Consent to Breach No Waiver. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any part to, or waiver of, or breach by the other, whether expressed or implied, shall not constitute the consent to, waiver of, or excuse for any other different or subsequent breach. 15. Governing Law. This Agreement shall be governed by the laws of the State of Arkansas. IN WITNESS WHEREOF, the parties have signed this Agreement the day and year first above written. OBC PUBLIC SAFETY PURCHASER, S License to use: CHIEFS PRODUCT CHEDULE (Specifications/PerforAmance) CRIMES Level 2 FIRES Level 2 CAD Level 3 - Fire and Police ACIC/NCIC Interface E-911 Interface and Coupler Hookup OBC Public Safety will provide the City of Fayetteville, Arkansas with license to use the above listed modules of the CHIEFS Public Safety Application Software System. Said license to use is subject to the terms of this contract. The application software performance parameters and capabilities are outlined herein. Any customization and/or modification not specifically addressed in writing, is not part of the basic CHIEFS system and will require a separate cost quotation and addendum/attachment. PROGRAM SYSTEM EFS SPECIFICATIONS The CHIEFS system is an interactive, menu-option, table-driven system. It is a user-friendly system, which provides the customer the ability to utilize familiar terminology in each respective reference table in order to minimize learning new or special terminology. Each module of the CHIEFS system is basically a self-contained turnkey operation system which retains unique customization capability for the user. CRIMES The CRIMES reporting system provides the police user with the enormous data collection capability. If the customer is familiar with the operation of the IBM System 36 hardware, he/she should be able to operate and manage the system. The CRIMES system includes the following capabilities in the Level 2 program: Personnel. The personnel section of the CRIMES program provides the customer with entry update capability for each employee in the agency. Additionally, it provides the ability to track hours worked by assignment category and specifically identify critical individually protected sub files in the personnel narrative. Training, medical history, education, and equipment issued are all areas or sub sections of each personnel record. CRIMES Report Format. The CRIMES system produces a functional, complete report with the agency name, address, zip code and phone number. The system generates the appropriate format based upon the information included in a specific report. For example, if a suspect is identified, the system formats that information into the output report. If space for ten suspects and five witnesses would be required, the system would properly format the output. Based upon input and identified variables unique to a specific incident, the system properly formats the report output with proper user identifying descriptors. Global Search. The CRIMES system contains a system-wide global search/master name and/or property, history reference capability. It captures data on the name, specific address, street name, date of birth, date of incident, and social security number of a suspect, witness, complainant, offender or victim mentioned anywhere in the system. The amount of information collected is controlled by the customer. Additionally, it captures the type of property, make, model, color, serial number and property description for user designated or defined report areas of the system. (Narrative capability as previously outlined provided. ) • File-by-File Global Retrieval. The system contains a program-by- program global retrieval capability as outlined in the system global with the additional capability of retrieving an exact record on a file-by-file, or a program-by-program basis. The offense reporting system provides the capability of generating the National FBI UCR Summary report. (Narrative capability as previously outlined provided. ) The offense system establishes a stolen property file, a suspect- witness file and captures all data field information as outlined in Release 2.8 of the CRIMES module, of CHIEFS systems, 1986. Total on-line incident reporting and separately protected supplemental narrative capability exists. (Narrative capability as previously outlined provided. ) The CRIMES system provides the customer with extensive narrative capability and limited narrative word processing features for information confidentiality. In such cases, a code is placed in the system which restricts the ability to print the information, but does retain the text in memory. (Narrative capability as previously outlined provided. ) The narrative is of variable record length, individually password protected, and contains approximately 2,500 total pages available to the user. Arrest. The Arrest module of the CRIMES program provides the user with information collection capability as outlined in the release level specified. This program is intended to capture data related to adult criminal offenders. (Narrative capability as previously outlined provided. ) Field Interrogation Program. This program is intended to capture sensitive suspect information relating to suspicious person data as outlined in Release 2.8. (Narrative capability as previously outlined provided. ) Juvenile Program. The Juvenile program is intended to capture and store in a separate file and program information related to all juvenile offenders. Parental or guardian information, inclusive of school, grade, date of birth and all relevant information as specified in Release 2.8 is also captured. (Narrative capability as previously outlined provided. ) Evidence and Property. The Evidence and Property program captures and stores all pertinent property, data collection and chain of custody information as outlined in Release 2.8 of the CRIMES program. The narrative attachment to this system allows the user to establish chain of custody from point of evidence collection to point of this position. (Narrative capability as previously outlined provided. ) Accident Tracking. The Accident Tracking component or module of the CRIMES system allows the user to capture data fields related to the typical accident report. The accident information provided standard in the CRIMES system tracks occupants' addresses, type of accident, etc. If defined at the time of acquisition, a custom report modification to meet the parameters as outlined in the user state report may be completed and provided in the final stage of installation at a quoted price. (Narrative capability as previously outlined provided. ) Citation Tracking. This program allows the user to maintain accurate information concerning citations issued by the police department. The category of citation is user defined. The data fields contained in this program are outlined in Release 2.8 of the CHIEFS system. (Narrative capability as previously outlined provided. ) Wants and Warrants. This program provides all necessary data information as outlined and released in 2.8 of the CRIMES system related to the issuance and retention of criminal warrant data. This program allows interactive transfer capability from the arrest file of the system. (Narrative capability as previously outlined provided. ) Tow History. The system provides the capability to track information on vehicles towed, wrecker services utilized, location of tow, type of violation and to whom the vehicle was released. Also, the narrative can store vehicle inventory information. Pawn Shop. This option tracks the type of property, value, date, serial number, color description, make, model, owner, pawn shop and associated narrative. Establishes a check record in the system global. Weapons. This option allows for weapon permit registration, type, serial number, make, model, caliber, owner information, cost of permit, date of issue and associated narrative. Animal. Tracks animal licensing information by breed, color, height, weight, name and owner information. Bicycle. Tracks make, model, color, serial number, type and owner information. Intelligence. Confidential file tracks informant information by alias, name, address, and vehicle description. The narrative is attached in reference to the offense. CAD COMPUTER AIDED DISPATCH A quality CAD system should be easy to use while providing quick, accurate response. The system should be geography based in order to accurately provide address information and reference points to responding emergency units. The system stacks calls received by time and priority of call, provides status of units available, and provides user defined function codes for dispatching of personnel. FEATURES OF "CHIEFS" CAD o A geo file based system that tracks customer address information, common name data, public telephone number, mile marker, map reference or reporting area, intersection points and assignments. o Provides data collection and tracking for oncoming and off- going personnel and equipment. o Provides routing instruction capability for difficult to find locations. o Provides the designated departmental response and priority of the call automatically. o Provides hazardous/safety tracking capability. o Provides prearrival instructions capability. o Can track and remind dispatcher of the time a call has been holding. o Separate status monitor for calls holding, color coded by priority. o Access to CRIMES data base via global inquiry. (Allows search of on-line records from CAD. ) i ti .. . ♦ F . PASSWORD SECURITY INTRODUCTION A critical portion of the CHIEFS application software package developed by OBC Public Safety is the Password Security module. Password Security appropriately protects each sub-program within the CHIEFS system and effectively limits user access to an inquiry (look only) or an entry/update (data modification) mode. In the public safety service, data security is an extremely critical concern, most particularly for law enforcement agencies. Confidentiality of files, records and on-line data is a critical concern for every public safety administrator. To ensure that confidentiality, the CHIEFS Password Security system limits access to each and every program by password. The password is not visibly displayed on the screen, so that if someone were looking over the shoulder of an employee while entering a password, the critical password information would not be displayed, and no breach of system security would occur. Multiple passwords may be simultaneously entered by the user for each program. The user may then be limited to the look only mode, or to the entry/update data modification mode, by password. This allows the public safety manager the flexibility to allow all employees to view records, yet restrict the ability to modify, destroy, or change those records. In essence, as far as the public safety employee is concerned, the records bureau is never closed, nor is critical information ever unavailable to an employee when it is needed. The Password Security system allows for a master security officer to be established within each department in a multi-department system configuration. The master security officer has the capability of allowing the information in a particular file or program to be shared with other departments or users on the same system. However, if the department master security officer chooses not to allow an outside agency access to departmental files in a shared system, the master security officer has the ability to restrict that accessibility. Passwords may be easily changed or modified, based upon employee assignments. The Password Security system provides the user with an extra, critical layer of security over and above the five levels of security provided by IBM on the System 36. It is possible, within the Password Security system to historically identify user, password, workstation, and program accessibility. The Password Security system provides the public safety administrator with complete records confidentiality and ensures the protection of critical files, records and confidential information. • Y. JAIL MANAGEMENT A separate module in the CHIEFS system is designed to track prisoner information, medical treatment, visitation, canteen privileges, property storage, and inmate behavior. The process begins with the arrest and booking of the suspect through the incarceration, disposition, and release phase. Allows for on-line access of active warrants and reduces duplication in the arrest process. HARDWARE REQUIREMENTS CHIEFS operates exclusively on IBM System 36 hardware. In order for the predesigned print programs such as UCR to operate properly, the customer must acquire an IBM printer with 198 character display and condensed printing capability (5224, 4224, 4214) or an approved equivalent. OBC Public Safety will not guarantee the operational report output from an unapproved printer.