HomeMy WebLinkAboutExhibit 8Attachment C
Hardware Specifications for
Point of Sales Application
Clients:
For this project, the pc clients the POS application will be installed is a minimum of:
Pentium III 933 MHz, 512 MB Memory, 20 GB hard drive, 10/100 NIC, Running Windows XP
Professional (in the quad).
All workstations will have a minimum of 3 open USB ports.
NOTE: The most common PC's are Pentium IV (2.0 / 2.4), 512 MB memory, 40 GB hard drive, 10/100
NIC, and Windows XP Professional.
The Servers: (Anticipated to Purchase)
Application / Database (Production) Server:
A dual processor configuration, with a minimum of 2 GB memory, gigabit NIC, three drives in raid 5
configuration, net about 70 gig usable after the OS (MS server 2003 standard). This will meet or exceed
the requirements of the County's choice of database.
Test/Training Server:
There will be multiple instances of the application and database, on the main server, to serve for
test/development and training.
NETWORK Architecture: The County runs a fiber optic backbone. Most buildings are
connected with GIG E connections utilizing Cisco switches with 100 megabit drops to the individual
PC's .
The hardware listed above meets or exceeds the requirements for CORE's One -Step Application.
County Representative Date CORE Representative Date
Clark County, Washington
Printed: 6/24/2005 @ 2:38 PM
CORE Business Technologies
Software License Agreement
THIS AGREEMENT is made this day of , 2004, (the "Effective Date"), by and between CLARK
COUNTY, a political subdivision of the State of Washington ("the County"), and Wonderware, Inc. d/b/a CORE Business
Technologies ("VENDOR"), a corporation organized and existing under the laws of the State of Rhode Island, and
authorized to do business in the State of Washington.
This agreement sets forth the responsibilities and clarifies the relationship between the County and the Vendor regarding
the licensing and use of Vendor's [Payment Transaction Engine software, One -Step software, including Check Imaging,
Trust Module, and the Research Module, for the Point of Sale Receipting Application ("POS").
1. This agreement is subject to acceptance by an officer of CORE Business Technologies.
2. VENDOR will coordinate the delivery and installation of the software listed in the Professional Services Agreement. The County is responsible for
all delivery and installation charges.
3. This agreement may be terminated by VENDOR without notice in the event of the default of the County under any of the following terms and
conditions:
a. The County's failure to pay, when same shall be due and payable, the installment, as contained herein, within thirty (30) days of when same is
due and payable;
b. Assignment of this agreement without prior written consent of the purchaser;
c. Assignment of the business of the County for the benefit of creditors ar upon filing of a petition Into receivership, petition of bankruptcy
(voluntary or involuntary) which has not been discharged within thirty (30) days;
d, Assignment without the prior written consent of VENDOR of the equipment covered under this agreement.
4. The customer acknowledges that the standard software listed does not Include custom modifications, such as software for the customer's host
systems, check digit routines, Interest computations, OCR edits, etc. These specifications are chargeable and have been delineated in the
Professional Services Agreement.
5. It is specifically understood and agreed between the parties that all right, title, and interest of any and all goods which are delivered to the County
under this agreement shall remain in the name of VENDOR and shall not pass, transfer, or otherwise Inure to the benefit of the County until VENDOR
has received in hand good and sufficient consideration and is otherwise paid in full under the terms of this agreement. In the event the County fails to
make timely payment under any credit ar installment terms of thls agreement, same shall constitute a default under the fourth section hereof and
VENDOR shall have the right to enter upon the premises of the County or any location under the County's control where the goods and equipment are
so kept to repossess and otherwise obtain possession of said goods.
6. it Is agreed between the parties that in the event any of the conditions of default mentioned herein occur, the defaulting party shall pay the non -
defaulting party its costs and expenses of collection, repossession and delivery of goods, and cost of litigation, Including, but not limited to, the
maximum attorney's fee permitted by law.
7. Each software program is warranted by the original manufacturer to conform to the Specifications as defined in the Professional Services
Agreement entered Into between VENDOR and the County. in the event the program falls to conform to the applicable Specifications, and the
County has advised VENDOR of such failure in writing during the term of the warranty, VENDOR will, at Its option, either correct ar replace the
program at no additional charge.
8. In the event the County makes use of any software programming In connection with the equipment supplied by VENDOR which is not provided by
or approved In writing by VENDOR, the County acknowledges that VENDOR has made no representation or warranties with respect to any product
not supplied by VENDOR concerning its performance on the equipment or service supplied by VENDOR. VENDOR shall Incur no liability to the
County arising out of the use of such software or devices or the furnishing of such services. The County acknowledges that no software is being
furnished to the County by VENDOR except pursuant to this agreement or separate license agreements between the County and VENDOR.
9. Upon payment of the annual license fee and acceptance of said annual license fee by VENDOR, the County shall be entitled to:
a. Reasonable phone support in the form of counsel and advice an the use of the software or designated County personnel; Reasonable
includes 5:00 a.m. to 3:00 p.m. Monday through Friday (PST) and pager support from 3:00 p.m. to 8:00 p.m. (PST),
b. Corrections for problems diagnosed as defects In the software program when provided by the original manufacturer;
c. Solutions or "workarounds" to problems relating to the software program as such solutions become known tq VENDOR;
d. All updates, enhancements, and refinements to the current version of the licensed software which the original manufacturer normally supplies
in the course of product development;
e. Any changes or updates to the current documentation as a result of program maintenance. In the event the documentation Is completely
revised ar a new edition is published, such new editions or complete revisions will be provided as part of the current software product in filling
any new orders after the date of publication, and otherwise may be purchased separately for the then -current price.
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i�. If at any time the County shall not timely pay the annual license fee, the County Is hereby put on notice that failure to pay the license fee shall
terminate the County's right and entitlement to utilize software provided by VENDOR and that therefore, so as to protect VENDOR's rights with
respect to,sald software, the software includes a component which will cause it to no longer function if the annual license fee is not paid within thirty
(30) days of the due date, Please be advised that although the program will cease to function, County will of course be able to retrieve its data from
said program. Failure to pay said annual license fee will also result In County not being entitled to any of the other benefits of this Software License
Agreement, until said annual license fee is paid.
11. The County shall not print or copy in any form, In whole or in part, any software provided by VENDOR except for its own use. Any copies of the
software made by the County in any form as may be permitted hereunder shall be the sole and exclusive property of VENDOR and shall become
subject to ail terms and conditions of this agreement. All copies of programs permitted hereunder shall remain In the possession, custody, and
control of the County at the County's location.
12. Where applicable, VENDOR grants the County a non-exclusive license to use the specified number of copies of each program listed on the face of
the agreement. Each licensed copy of a program may be used with a single central processing unit of the County's designation. The license, if
any, may be granted an behalf of, or in conjunction with the license granted by the original manufacturer of the product.
13. VENDOR, or its supplier, shall retain title and all rights to all programs, documentation, and promotional material related to the software. No
County may market, lease, sell, transfer, assign, or grant any interest in the license or programs to any third party. VENDOR may cancel, at its sole
discretion, any license for violation of the terms of the license or this agreement. In addition, VENDOR may seek any legal or equitable remedy
available against the County for any violation of the terms of this license.
14. The County acknowledges the valuable and confidential nature of software and that trade secrets are embodied In the programs, and shall use Its
beat efforts to maintain the confidentiality thereof. Pursuant to Its obligations of confidence hereunder, the County shall not disclose, provide, or
otherwise make available to third parties, for any purpose, any software provided from VENDOR in any form without the prior written consent of
VENDOR. The foregoing restrictions on disclosure shall survive termination of this agreement. VENDOR or Its suppliers may adopt, from time to
time, such mechanical or electronic methods deemed necessary to control the unauthorized use or distribution of software.
15. This agreement shall be effective from the date of Its signing by a duly authorized representative of both parties. Each software license shall
commence upon receipt by the County of any software and shall remain in effect for each software product until either terminated by the County at
license year's end or canceled by VENDOR under the terms of this agreement.
15. The County's acceptance of any software from VENDOR shall be conclusive evidence of County's agreement that the use of such software is
governed by this agreement and/or the license agreement of the original manufacturer when applicable.
17. This contract shall be governed by and construed according to the laws of the State of Washington.. .
18, The term "this agreement" as used herein Includes any future written amendments made in accordance hereunder.
19. Vendor warrants and represents that the Vendor Software is the sole and exclusive property of Vendor or that Vendor Is authorized to provide full
use of the Vendor Software to the County as provided herein and that said Vendor Software le not subject to any Tien, claim or encumbrance
Inconsistent with any of the County's rights under this Agreement end that the County is entitled to, and shall be able to enjoy, quiet possession and
use of the Vendor Software without interruption by Vendor or any person claiming under or throughout Vendor or by right of paramount title, subject
to the terms and conditions of the Vendor Software License Agreement.
20. Vendor shall make deposits Into County paid Escrow for completed works and upgrades. Vendor shall ensure that evidence of such deposits shall
be provided by submission of an Escrow Receipt to the County.
21. The County acknowledges that they have read this agreement, understands it, agrees to be bound by its terms, and further agrees that it is the
complete and exclusive statement of the agreement between the parties, which supersedes all proposals oral or written and all other communication
between the parties relating 10 the subject matter of this agreement, except as set out below, and the additional terms and conditions on the reverse
side hereof are Incorporated in and made part of this agreement. No change, alteration, or amendment of the terms or conditions of this agreement
are authorized or effective unless they have been agreed to in writing by an officer of VENDOR. No course of dealing or other conduct or County
shall constitute an amendment to the terms hereof nor alter or vary the terms of this agreement.
Software License Agreement
Signature Page
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