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HomeMy WebLinkAbout1981 ; A II i J 1 H 413 i S 1\ TREi SYSTEMS, INC. PRIMARY AGREEMENT (PA) NO. 75A _ PRIMARY AGR EM NT S TRES'$ Address: Client' Attention: Corporate 6ecretary City gi JIZIGorr - •TRES Systems, Inc. 324-A Edet McKlniey 4255 LaJ Freeway, Suit* 220 TIxSs 76201 _ Dallas, Texas 75234 _ 1, INTRODUCTION; This Primary Agrwnwnt has services and relmburseble expenses are a net charge. ® been made and entered Into all of A ril 20 There shall W added to alt charges hereunder all 19g~ by Ind between THE ys ems, Inc<, Taxes that are applicable to this Agreement on any ("TRl<S"), a Taxes corporation (which Is a wholly services or material provided hareurder, or whlf;h are owned subsidiary of TRES Computer Systems, Inc., I measured directly by payments made under It erd are Texas corporation), and Its successors, and required to be collected or polo to taxing euthr,ritles city J=ton a _ by YkES. Such pr'ovlslon shall, however, exciude company name a e taxes based on TRES's net Ineoma. and Its succe , ampany$ corp, S. METHOD OF PAYMIN'i; Payment terms ere nvi sore ("Client'). cash in USA dollars, payable to TRES at Its offices In Dallas, Texas, within th',rty (30) days of postmarked This Primary Agreement shall be construed of a date of invoice, Late payment charge Is 1,5% per continuing offer by TRES to perform support services; month. e.g., professional, word processing, computer, and other related support services, which the Client may S. RECORDS; TRES agrees u maintain records accept frum time to time by the placement of Jot regarding individual time sheets and expense reports Orders for Support Services a described hersin. No to support Invoices as well as legal elocuments; e,g., e obligation for services or costs shall be Incurred by Primary Agreement, Job Orders for Support Services, sither party hereto unless and until a Job Order for Support Services Cnango orders, pertalrting to this Support Services has been duly executed In accordance Primary ^grmment and to permit Client to inspect Kith this Primary Agreement. This offer may be such records up-an reawnebls prior notice. expanded to include Licensed Materials by the "Amendment to the Primary Agreement U Include TRES 7, QUALITY OF SERVICES; TRES shall provide the Licensed Materlals." services sWcifled In the Job Orders for Support Services with the degree of skill and are that Is 2. JOB ORDERS FOR SUPPORT SERVICES: custom irlly ecceptod as good and sound profiulonal 2,1. Joh Orders for Support ServlC" lisuad praelllus Ind proredura at the time the work Is hereunder ahall be on TRES Jot Order for Support perfornNd. Services f.)~Im ►nd /stall be IP01l Ifid processed es set forth herein. 1, INDEPENDENT CONTRACTOAI In performing 2.2. Wr'e xy or by reference Job Orders for Support services under this Agreement, TR.S's 6tatus will be Services shell conuin, among other provisions; that of an Indepanderxt contractor, and neither TRES 24.1. A reference to this Primary Agreement nor TRE6's employees will be deteled to be employees 2,2.2. Statement of work or agents of Client. 2,2,3, Statement of astlmsted charges 2,2.4, Delivery schedule 9, CONFLICT OF INTERLSTS TRES shall root pay 2.3. Job Orders for Support Services are author- any elminialons, fees, or grant any rebates to any laations for TRES to provide services for the Client employes or officer of Client, nor favor employees or under alther a "Tlme and Fxpenae` end/or 'Fixed officers of Client with gifts of entartalnn,ent of signifi- Prlaa" arrangement(s). cant coat or vs!-,r:, oar enter Into any business 2.4. All Job Orders for Svpport Services shall be arrangemants with empbyass or officers of Client, subject to the terms and eondltiofns set forth Wflm, other than is e representative of client, without except that where the terms and conditions of the Cilant's approval, Primary Agreement and V*st contained in the Job l Order for Support Services are in conflict, the Job 10. CLIENT'S CONFiDINTIAL INFORMATION: with order for Support Servlcea provislons shell govern, respect to Nnenclal, stattetical, technical, and per- 2.5. All Job Orders fcl, fxtpport Services DWI be tonnet date relating to the Client's business which Is prepared In duplicate c o.1 spprhved by a duly designated as eonfidentlal by the Client, excepting authorized reprosentetive of TRES and Client, such Information as Is known to the public, TRES will Instruct Its perwnnel to keep such Informatlom con* 7. SUPPORT SERVICES CHANGE ORDERS: TRES fidenust by using extra tore and discretion in the use thall not make any changes in the work as covered by of this Information, TRES will provide for f:onfidas- a Job Order for Support Sarvlcas, nor shall TRES do tiallty from all subcontractors. any extra work without a mutually approved Support Services Change Order. Either the Client or TRES 11, SICUPITY ON COINT'S PREMISES; TRES may Inltiato or propose the Support Services CharWe sprees that it and Its Wrsounal will at all tines comply order. A blank Support Services Change Order form with all security regulations in effatt from time to time is attached . it client's promisee, 4. INVOICING: TRES will Involes the Client monthly 12, IRIS'S ASSIGNMENT: TRES shell not assign Ito for all manhours worked sno relmoarsable expenses. duties, obliostlons, a rights under this Primary Invoices will be submitted by TRES on of before the Agreement wlU*A wrlttan permitslon from tha client. tenth working day of each month for hours worked and expenses Incurred durlno the prior With. (NOTE: 13, LIENS: Neither TRtit, 7RE6's slib owtractor, A Standard Rate Schedule(s) will be attached to each nor shy other Ivrson supplying IsWes snsterla!, or Job Order for Support Services.) The charges for othar services for the work provided In this Agree- ' eweeeeerseww+wraeeeeweaeeewe • PA NO. 758 ment, or for eny alteration or addition thereto, sheil twelve (12) months beyond, neither Client nor TNES file any mechanits' lion or clalm of any sort or k.lnd shall employ (wltnout the prior written approval of the against the premises of this Cilent or any pert of such other party) vatuabda ex-employees (witnln twelve premises, the performance of any worK hereunder months of terminafion) or employees (wa processing being a walver by TRES, TRES's subcontractor, and speclailsts and user application specialists wit., base omen ;uch other person, of any and all rights to file salaries in excess of $1111,000 per annum) o' the other; any such lien or claim. however, realizdn,) that It would be difficult, if not 11. INSURANCE: TRES will maintain adequate Suchsaibbreath,aIt antymploye bor ex-emtloyesemisOhired Insurance satisfactory to the talent through the term (either directly is an employee or indirectly as a of Job Orders for Support Services with the ("lient, consultant or contractor), the party trrploylnl such • provided that TRES shall Invoice Client, and Client person will pa/ the other party as liquidated damage sna11 pay to TRES, the actual cast of TRES providing an amount equal to ont year's salary for such any insurance required by Client in excess of the employee. following Insurance coverage currently provided by TRES: 20. MUTUAL INDEMNIFICk?ION FAR DAMAGE TO 1%.1. Si+ryi■ iim t liability insurance in 1Mr amount of PROPERTY AND INJURY TO PERSONS: TRES snail One Mililon Dollars (51,000,000) for bodily Injury and Indemnify and hold Client harmisst from and against property damage caused by the negligent acts or any lots, cast, damage, or expenses (includintt a+lssions of TRES, Its employees, or Its agents. reasonable attorneys' fees) arising out of damage to 14.2. Comprehensive automobile liability Insurance in property and/or Injury to persons, Including death, amounts of $100,000 aach person, 1300,000 each resulting from the alleged negligent performance by occurrence, and $100,000 property damage. TRES, Its employees, or its agents, acting within the 14.3. workmen's Compensmtlon and Employer's Liability scope of their euthcr9ty, of the services performable Inturance In amounts sufficient to satisfy the require- by TRES hereunder. Client shall Indemnify and hold Monts of the state/provinces In which TRES operates. TRES Harmless from one against any loss, cast, A Certificate of Insurance wili be furnished upon damage, or eupensu (Including reasonabie attorneys' request by Client. If any of the work Is let to sub- fees) arising out of damage to proparty and/or injury • contractors, each subcontractor shall be required by to persons, Including death, resuiting from the alleged TRES to carry, and to furnish proof to the Client, negligent performance by the Client, Its employees, or upon request, that the subcontractor has Workmen's Its agents, acting within the scope of their authority, Compentat on, Employers liability, and public liability of services performable by them In ccnjunctlon with insurance coverage In the above limits. the performance by TRES of Its obligations hereunder. 15. EQUAL EMPLOYMENT OPPORTUNITY AND )n idemnNathe Other thatothe Indemnifllnar petty it, be AFFIRMATIVE ACTION PROGRAM: During the per- pIvan r y 0 Party be I P fled notice of eny claim assorted against the Tor'mence of Job Orders ''or Support Seriicee Issued ndenn fled party for which a right Of ! Indemnification hereurWor, TRES agrees that TRES and TRES's sub- Is Calmed hereunder, The Indemnifying party shell be contractors, If any, will comply with all sDPlluble ontltlad to Conduct the dofemse of any claim rising provislons or Executive Order No. 11246 of hereunder and to settle or compromise such claim as it September 24, 1965, and of the rules, regulations, and shall see fit, The indemnified party shall cooperate relevant orders of the Secretary of Labor, as they may fully in thl defense Of any claim subject hereto, apply to Equal Employment Op;ortunity. In 1976, TRES prepared and Implemeniad an ongoing Afrirmative 21. MUTUAL INDEMNIFICATION FOR BREACH: Each Actlon Program. Party hereby agrees to indemnify the other against all losses, costs, and expenses (Including reasonable 16. TAXES, COMPENSATION INSURANCE, AND counsel fees) which the other may Incur by reason of CONTRIBUTIONS: TRES accepts full and exclusive the breach of any term, provision, convonant, ldsblllty for the payment of contributions or taxes warranty, or representation contained herein and,'or In measured by the remuneration paid to Its wnployees. connection with the enforcement of this Primary These include but are mat limited to Federal end State Agreement or any provision hereof. unemployment Insurance, Federal Insurance Con- trlbutlon Act (FICA), local payroll taxes, com;Hnsation 22. DISPUTES: Disputes on any metttr relating to Insurance, or any simile, levier now or hereafter this Agreement shell be discussed and resolved by Impceed by Federal, State, Cou-Ity, or local govern- authorized representatives of each party who have the meet, as well as any contributions required to be made authority to Lines the party that they represent, The by TRES under the terms of any union contract Parties shall use their beet efforts to amicably and between TRES and Its employees. promptly resolve the dispute. however, pending 11. SPECIAL, CONSEQUENTIAL, INDIRECT workutior of any dispute, TRES shall proceed with the GAMAGES: Under no elrcumst-•,cos shall TRES or by C , that lient and pClient oh locontinuep to make timely . Client ba liable herounae- for ,pecial or consequential payments of TRES's Invoices. damages, indirect donages, or exemplary or punitive damages, even If TRES or Client has been advised of 23. TERMINATION AT CLIENT'S 01)71014: This the possibility of such damages, Prlmrry Agreement or any Job Ordar for SL pport Ser 19. CONFIDENTIALITY OF AGREEMENT: CIIen1 and ClienlteaatrItstto tion, upon mfift ay be t5) wofkl 'oy the TrES agree to keep the terms and conditions of this prior written notice in~the event lof Suchlapotice, Agreement confidential and will not make the Client shell (a) allow TRES to retain any Monies paid Agreement available for ImspecOon by others, oxtept to TRES prior to date of termination; and (b) pay • those who have the legal need to know including state TRES all monies due and payable to TRES fur support and federal regulatory outhorit4s, Clients and TR.S's services performed prior to date of terml,istion .end certified public accountants for purpose of audits, reasonable expenses associated with rho terminetion, attorneys, and oth,,r designated ent;Vol authorized In ,yritino by Client and TRES, or as requlfed by law, 24. TERMINATION FOR MATERtAL FAi,.URE: This Areement or any Order for, Supot Servies 19. NON-HIRINO OF EK LOYEESt For the term of created hereunder maybbe terminated by either Polty lho most recant Job Order for Support Services end in writing provided the basis for such termination it e r seaee ei M PA NO. 7$8 material failure by the other party to perform Its re- any term or provision of this Agreement shell be found seonslblilties and obligations under this Agreement, to be Illegal or unenfarcssble, notwithstanding, this The termination will be made In accordance with the Agreement shall remain In full force and effect and following provisions; such term or provlalon shall be deemed stricken. 24.1. The party alleging the material failure must -submit the facts of the alleged material failure In No term or provltlon hereof shall be deemed waived writing and In full detall to the other party, and no breach excused, unless such waiver or consent 21.2. The party whose material failure is alleged shall shall be in writing and signed by the party claimed to gvenlowedwhi h after su ritten ic too)takeyssteps toccu1ria the material to, e waived a breachn by consent the otho-. any whether failure or otherwise satisfy the comp,alri party, expressed or Impl ed, shall not constitute a consent to, 21.3. If at the end of such thirty (30) day period, waiver of, or excuse for any other different or sub- the material failure has not been corrected or the sequent breach. performance toward correcting the material failure Is not procceding as agraed to, and assuming *,he This Agreement will be governed by and construed In uncured material fell did, In fact, exist as accordance with the laws of the State of Texas. described, termiration will be elfec±lvs on the thirty- first (312t) day ai'Ur /ucn nutification is given. No amendmtrnt to this Primary Agreement shall be effective s writing and ?S. GENERAL; TRES is not rn ponslbie for lallurs to authorizedurepresentatives of both pa ties,gned by duly fulfill Its obligations under this Agreement due to causel beyond Its control. Headings used in this This Agr orri constitutes the entire agreement Primary Agreement are for reference purposes only between the parties with respect to the subject matter; and shall not be doomed a part of this Frlmary except where incorporated herein by reference, all Agreement. prior agreemeits, representations, statements, Ali notices under this Agreement shall be deemed duly Cilartlafurtheraapreysethatlany terms and conditions of given: upon delivery, if delivered b/ hand (againet any purchase order or other Instrument Issued by receipt); or three day,, after posting, if sent by Client in CJlneetlon with this Agreement which are in certified or registered mall, return receipt requested, addition to or inconsistent wiul the terms and to 3 party hereto at tr+e address nersinabove set forth conditions of th a Agreement shall not be binding on or to such other address as a party may designate by TRES and shall not apply to Vila Agreei notice pursuant hereto. Each party agrees that It will perform its abligatlcns hereunder In accordance with ell applicable lows, rules, and r gufatlor.a now or hereafter in offect. If EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO, PERFORM, AND EXECUTE THIS AGREEMENT, AND THE PFRSGN SIGNING THIS AGREEMENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO AND EXECUTE THIS AGREEMENT. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT, IN WITNESS WHEREOF, Client and TRES have executed this Primary Agreement as of the dote first Ini above, TRES SYSTE ,1.NC, CLIENT ty Of fh9RtCl1 t By tL~LJQcrcicYA,L By - Name BILL C. SHEIlNTN Name Title VICE PRESIDENT- - Title Date - - ` , Gate ` , i ) , , I ~ r ~ l , aeeeeeeroe, Wes6 eeeextMeeeeeee ~eeeeeMr,eeeeyeeeeNeeeeeew ►bMeeeeeeeeeele, • oeMdeeeeee~eeeeoa i TRL'S Systems, Inc. • Primary Ag rtomen t . No. Support Services Job Order No. 002 JOB ORDER FOR SUPPORI- SERVICES 1. CLIENT. _ Citv of nenton _ • 2. SUPPLEMENT: This Job Order for Support Services has been made and entered into as of A ri1 20 , 19 81 , by Client and TRES and Is a supplement to the Pr Mary Agreerent Number 758 , entered into as of Anrl.& 2c , 19-81. 3. JOB STATEMENT; Upon approval of this Job Order for Support Services • by both parties, TRES is authorized to Provide professional services for implementing the PRES Custcwr Information system similar to TRU's proposal dated January 16, 1981, to the city of Denton. The estimated mandaya of TRFS personnel are itemized on the attached implementation schedule. TEES quarantees that the mandayE for taskV 4b., 4c., and 4d.,will not increase by more than 151 as a result of tithe detailed specification to be developed in task 1 as long as the general guidelines • of the April 20, :981, meeting are adhered to. 4. ESTIMATED TRES CHARGES: (A Standard Rate Schedule(s) Is attached) The estimated TRES cnirges are: Professional Services $ 34,140 Computer Services 30800 Word Processing Reimbursab'e Expenses 1221- Other ' • Total 3 161 5. AUTHORITY: EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO, PERFORM, AND EXECUTE THIS AGREEMENT, AND THE PERSON SIGNING THIS AGREEMENT ON 81-HALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO AND EXECUTE THIS AGREEMENT. EACH PARTY FURTHER ACti,NOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS I1', AND AGREES TO BE BOUND BY IT. IN WITNESS WHEREOF, Client and TRES have executed this Agreement as of the date first Indicated above. • TRES SYSTEMS, INC. nn CLIENT i By 7 Flame SILL, C. SHERWIN _ Name Title %'ICE PRESIDENT Title Date Anr11 ~c~ ~1_ Date +ooaeoK'oeabotysea~ boeeoeeoeocsoM fJ ~ N . N H r~~ N N H m -71 ~ N i 1 N t~' = N II rr I~ N • q1 O T~ ~ N it rl I ~ rJ 1 .r .r C w ~ qua fd ~Q V W d 1 A V H N ~ ' m F. ry V M y .t N .-1 M O N ►1 41 ry 1~ O+ H pJ P-4 M lw .C+ N N Di F+ h. ri Les ep u Z. Z O Et x J4 a A a T 1~ vo A 1-4 y p Lw H A d O d aG a p 1 v / g I AWC O \ H N tZ-1 F 7. ~i ~ ' H tHA 10 r .~!C z~ l r • ~rar~evevereeoeeeep 8012.1 STANDARD RATE SCHEDULE FOR USA • STRICTLY CONFIDENTIAL Restricted to only those persons who have a specific need to know these rates. • SYSTEMS REPRESENTATIVE LEVEL 1 2 3 4 5 ` HOURLY RATE 35 40 45 50 55 CONSULTANT LEVEL • 1 2 3 4 5 6 HOURLY RATE 60 70 80 95 110 125 TRES SECRETARIES, CLERICAL, AND PROOFING Without word processing equipment $20.00 per hou With word processing equipment $25.00 per hour. TRES KEYPUNCH OPERATORS (with keypunch machines) $20.00 per 4 hour. REPRODUCTION 11q per copy • Reimbursable expenses, which are justified as actually and necessarily expended in connection with the performance of servicos for Client, are billtd to Client at cost to TRES. These reimbursable expenses Include items such as tole-phone, travel, per diem (lodging, food, personal), relocation expenses, end contracted keypunching. Rate classifications of personnel are subject to change from time to time • due to promotions. TRES wili notify Client, in writing, thirty days in advrnce of such changes In rate ciassrflcatlons. For existing agreements, this schedule Is subject to cnange by TRES upon ninety days priur written notice. For new agreements, this schedule Is subject to change at any time. • i December 12, 1980 • - - below i NF% SylTEMS, INC. PRIMARY AGREEMENT NO. 756 AMENDMENT NO. A AMENDMENT TO THE PRIMARY AGRE MENT TO IMTL LIB • CI itNl :_~_i! Y ~,r Uentuci I INTRODUCTIUN lhls Amendment Number A Order(s) for Licensed Materials. The Client shall not t,, Ili* Primary Agreement to Include Licensed VJerls. have the right to use the Licensed Materials for r•a, sby emends Primary Agreement Number 758 Providing data processing or other services for third Oil's Amendment Numlf~r Parties. The License euthorlaes Client to use the entered Into as of Aor1TA' has men made and Licensed Materisls as a single system (defined as one rpES and the Client agree t a~th To owingQt m81 s attthe singleiinsuu~ion whofor se addressnIs retefcte idtIn er;d conditions apply to the TRES Licensed Materials the Job Order(s) for Licensed Materials. The term ,proprietary processes ill are trade secrets of "installation" Is defined as one or more computer )NES and Its suppliers) being furnished to Client by central processing units housed within a single ORES. Under these terms and conditions, TRES physical Client location, designated by a single mailing byrants a nontransferable and nonexclusive License to address and contained within a single butlding. If the • iris Licensed Materials, as dSscribed In the Job Client requests more than one license, the second !,rde•(s) for Licensed Materials, and will furnish such License charge shall be an amount equal to two•thlyds licensed Materials and Licensed Materiels Support of the then e. ,rant License charge and the third and Sai lces. The Client agrees to accept a each succeeding License charge shell be an amount r,ontrarrsferable and nonexciuslve License to the equal to one-third of the than current License charge. Licensed Materials. The Giant agrees with respect to The term "affiliate" shell mean any corporation the Licensed Materials to accept responSlbIlAy for (1) controlling, controlled by, or under common control their selection to achieve the Clients Intended results, with the Licensee. For the purpose of the preceding • (2) their Installation, (3) their use, and (e) the sentence, "control" shall mean the ownership of more results obtained therefrom. The Client also has the than SO percent of the outstanding capital stock responsibility for the selection and use of, and results entitled to vote or more than a SO percent equity obtained from, any other programs or programming interest In any unincorporated entity. As to any equipment yr servlcto used with the Licensed License for Licensed Documentation only, both the materials. Programs resulting from the use of the Licensed 2. DEF(NITIONS; Documentation and the Licensed Documentation shall be 2.1. "Licensed Materials" means the "Licensed considered .1. USE ATIcOTHERoLOCATIONS: Client may use Program" and/or "Licensed Documentation" In any the Licensed Material$ at additional computer centers recordable media (e.g., document, machine readable by contracting for additional Licenses. The location of form) and as further defined below, each such additional computer center shall be stated in 2,2. "Licensetl Program," If applicable, means a date an amendment to this Agroement, which shall specie processing program proprietary to TRES, consisting of flcally authorize such use and establish the applicable a series of instructions. charge therefor. 2.3. "Licensed Documentation" means all or any portion of the following system summaries, system if Client shall propose to discontinue indefinitely the design, program logic, program listings, user guides, use of the Licensed Materials at a e cified computer ope ator guides, instailation guides, Project tasks, and center, Client may transfer use thereof to another ther documentatlGn. computer center of Client 2.4. "Licensed Materials Support Stev!cas" means the Client notifies TRES of the locationdof Suchvreplaut by EERfSf ssional services („n+ours) to be provided mart computer center within thirty (30) days from the p part of the License date of such transfer, fee as specified In the job Order(s) for Licensed ;loo l If applicable. These profas;onal services The foregoing restrictions regarding the location of the A shah be provided vie a Job Order for Support Services computer center shall not apply, however, when a referencing a specific Job Order for Licensed designated computer tenter Is rendered temporarily Materials. Inoperative by a mechanical breakdown or lose of 2.S. "Use" meers (1) copying end/or transmitting any electrical power service or by any ether cause beyond portion of the Licensed Materials Into a machine for Clients control. In any such went, the License processing of the machine instructions or statements granted hereunder shall be autconatlully extended contained in such Licensed Materials, and (2) without charge or prior consent to permit use of the mWifying, cusl."Wng. and tailoring tt,e Licensed Licensed Matarlals at another computer Center on an • waferials to more speciricant, meet the Client's Interim basis. When such designated computer center ct~ l~rerhrer,N. again becomes operational, Client shalt promptly return Y E cations" means the specifications for the the Licensed M.ateriale to svch center and the afore- Ictimoot ardllead Il eialtitles dseeri sod Identifiedin those theitiorl Job revoked ntioned temporary extancion or this license shag be grder(s) for Licensed Materials. Such Specifications 3.2. ASSIGNMENT OF LICENSE: The rights to the may be updated from time to time and such updates Licensed Materiels acquired by Client under the p.ay constltute a change In Spe0fic3tens. License may not be assigned, subleased, cr otherwise ORAfIT; TgES hereby voluntarily transferred, by operation of law or other- 31 LitICsENNSE 0111 rs, s rule"clu agrant% to CJant, wise, without the prior t,rltten consent of TRES. Arlo use IM Licensed Malerlrls solely forplleu own Internal LICENSED D MATERIALS: CONFIDENTIALITY AND SECURITY Oe MATERIALS: Client acknowledges rotes that the a+erAlo~ (pricer 10 NWIficktion and Client Instalratltn Licensed Materials contain 4,4 el,stior~ throuprl tnn(inutng modlfirations after Client are trade Secrets ofTRES sredlIts appers. Client nsll t„r li'e thrrge se'. forth in the Job agrees that It will protect the confldentlal nature of • RR+IaeeaeeaeepeSeeMe.eeeeee - - • PA No. 758 AMENDMC 17S-W- t•.~ a,, at (4i ,n ki ~ "'klstic r►Ar e1004 /i!uch ol- In any prl,t,riri/ry riVhlr in and to the Licensed Materials. • ++dl 1 '~i i Ish'a rIt~ 1 p,N, M!/411 it lieftilt NUI MIUIIINIdlrly the provisions hereof granting to „ a ;t tl a ;1 +y,++, ! !i + cs N1 C hrn T he r Ural a p/ruotvel License, if the Client shall }all or • ~ r p! «,11 any of its forusr to Mawr the tent(' +t/t ryrlli vi ,ft, /t/111u+/c +P dlvkilge, any' rrlmd of ffuty'hvep(i5) Payments after due date, or If within IniPr Matl n , l F kill1, ilr,t bl Ilv licmaed rontlnuad u!/ b1 the Licensed Materials by the Client a 'ti"t't H, plply0h l,ulal.lry/ therain or any 0 Ihr (h l ahtlangN/ IIH Il, upretryteintermirt 0}ccTRrsES in the t .uullrlleUp,1. gy,psii lei ,ll,tions, forms, Uceniad Mallnlea, or if nstiones o. ,punt llu•tiuui, or othsr IniPrwAVi„n relating thereto. If to the provisions of Articles 6., B., or r, render, 110, it 01 sots of its omplovil agents, or rapruen- then the tlcenta granted to the Cller, shall terminate fiivse shall attempt to kits Pr wipose of the licensed upon notlce of sflch termination from TRES to Client. A4leriels or any of Its asp/tli nr components or any Upon any suet; termination, Client shall return to phcation or Modification thereof In a manner TRES all matorels delivered and furnished by TRES Irary to the terms of this license, TRES shall have whict. pertain In an way to the Licensed Materials and ' ieq be ,Is ighcvein a dtelein It, ttos Injunctive other lw nth} which shall deliver to TpiS such materials in any converted ►lrch acts or attempts, It being acknowledged that legit Tform he Client resulting from toOTRESethat alll copiesCthere- Iamadies are Inadequate. Client's procedural shall be of have been either returned to TRES or destroyed, al lust as strict $I TRES temple guidelines shown In and Client shell Indemnify and hold TRES harmless for Attachment 1 and 11, Client's procedural Mall also any and all damages or losses which TRES may suffer • nciude provisions to preserve and perpetuate the es a result of the use by ant' other person of coplso prc,prietary, clauses embedded within the Licensed made by Client and not returned to TRES. Materials. 3 4. CLIENT'S RIOMTS TO REPRODUCE LICENSED e. DELIVERY AND INSTALLATION: To Implement the MATERIALS: The tlcenalyd Materials may be repro- License granted hereby, TRES shall deliver one copy duced by Client provided that such reproduction Is of the Licensed Materials to Client upon a mutually treated ■tth the same contidantiallty as described agreed schedule. TRES shall retain proprietary rights above In Article 3.3. Client shall keep records of al to the Licensed Materials as modified and Instated by . Copies end their disposition, the Client and Shall have, without further act or deed 3.5 CLIENT'S RIGHTS To MODIFY LICENSED on its part, the right tO use all nonconfldentlal doc- MATERIALS: The Client shall have the sbsofute right umentation generated by the installed Licensed to modify the Licensed materials to perform any f,lnc- Materlals, tlons, consistent with Article 3., restrictions, which the Client deem/ dealnbie, limited however, to Client's Client will be responsible for the Installation of the Internal use, and the licensed Materials so modified Licensed Materials, However, TRES will provide shell remain Sub)ect to the Same restrictions on their Licensed Materials Support Services, to the extent use, nproductlon, and disclosure as are Imposed by (ntanhours) specilled In Job Order(s) for Licensed the license on the Licensed Materials. Upon any such Materials; provided, however, that such manhours nxsdifiestlon, TRES shall thereafter be raleased - and must ba utlfited by the Client within six (6) months discharged from any further responuibillty to maintain from the date of delivery of the licensed Materials. It the modified portion of the lleensad Materials. Such Is anticipated that these Services will be Utilised by moditlcetlons shall be at Client's sole risk and ex- the Client for assistance, education, training, and pense TRES Shall not be responsible In any regard consulting. Such services Shall be free of cost to the and shall Incur no liability for any failure of Licensed Client, except that the Client shall ralmburse TRES for Materials and nonconformance to Specifications which actual and reasonable coats incurred for transporta- occur as a result of any alteration so made by Client tion, food, lodging, vises, end other expenditures and Client assumes full responsibility for any liabilities related to such services. If Client desires further to third parties or damage$ which It shall suffer as a services, Client may obtain additional services on a result of such alterations. It Is also specifically mutually agreed Schedule at TRtS's manhour rates understood by Client that by so altering a version of then In effect plus related Actual and reasonable licensed Materials supplied to it by TRES, subsequent travel, subsistence, and other costs. All TRES Modifications (sea Article S., hereunder for definition) charges Ara In USA dollars, or versions of Licensed Materials and relatvld Licensed . 1I.S. documentation mTHEeLrendered ICENSEDnMATCRiALS: the Client furnish ModlRcatlonsito the Licensed charge ate- Implementation of the licensed Materials, as well as rills for the Initial maintenance period, The initial maintenance and arlhencemetnts to the LlcanWd Mat• maintenance period hereunder $halt begin the first day refs for twelve (12) months after the date at which of the month Immediately following the month in which the lteensed Materials are operational end prr+ducing the Licensed Materials are delivered to Client and shall 4enefcel results for the Client, will be performed only continue for twelve (12) months thereafter. For the by Client end/or TRES personnel, After the twelve purposes of this Article 5., maintenance Mall consist (12) mor,th period, In the went the Client Is unable to of furnishir,g Client with Improvements or refinements provide personnel to perform the required services, ("Modifications`), made by TRES to the licensed the Client may contract with a third party, but no! a Materials, excluding separately priced features not direct competitor of TRES for the Licensed Materlsis, licensed. Client agrees and understands that Its to program Individually defined and specified modi- failure to Implemant any Modifications furnished by fictions and enhancements, The Client shall assign TRES may render the Licensed Materials or future such programming Support only after having defined Modifications thereof unusable or nonconforming to the work and divided it into work packages which applicable Specifications and Client assumes all risks prevent the architecture and design of the Licensed arising from its failure to implement such Modifications, • Materials from being dlscloaed. The contracting third Pearly and Its Individual employees working with the The parties further agree that upon expiration of the L10 or)W Motorists 011111 assn sign a nondisclosure end Initial maintenance period, such maintenance service tompatltlon agrsema,it, (A sample is shown In she,; he outomatlclly extended for additional subse- at11ment If.) uusnt periods of twelve (12) months each; except, LICENSED MATIIIIALS RETURN OR DESTRUC- N ON rERMI/ATlr1tr, TRES hereby retains all however, that either party may discontinue mains Y nance service effective at the and of any mantnamea - • PA NO. 758 A M E N DMFNTAS. • period then In effect by giving the other party thirty 6. TERMINATION: (30) days Drloe written notice. Such additional main- 6.1. This Agreement or any Lice+ se created here- tanance stall be at TRES's standard charge then in under may be terminated as follows: • efiect, which amount shall be paid In advance to TRES 8.1.1. By Client pursuant to Articles E., 8., and at the beginning of each additional maintenance period. 9., hereof, 8.1,2. By either party by notice in writing, pro- In the event Client elects to upgrade Its configuration vided the basis for such tarmination Is a material of the Licensed Materiels to Include additional saps failure by the other party to perform Its responelblli- orately priced features, during any period In which tie. sd obligations under this Agreement, maintenance Is In effect, the upgraded configuration 8. Termination of this Agreement for reasons of a shall be maintained during the remaining term of such material failure by either party as described above will maintenance period at no additional maintenance be made In accordance with the following provisions: charge. 8.21. The party alleging the material failure must submit the facts of the alleged materiel failure in 6. CONFORMANCE KITH SPECIFICATIONS: If at any writing and In full c l to the other party, time within a twelve (12) month period frtm the date 6.2.2. The party whose material failure Is alleges of delivery, a copy of Licensed Materials is considered shall be allowed thirty (30) days after such wracten by Client to not be in conformance with p,e applicable notice Is given In which to take steps to curt the Specifications, Client shall promptly notify TRES In material failure or otherwise satisfy the complaining we;ting of such alleged nonconformance. To the extent party. r such deficiency exists and Is TRES's responsibility, 8.2.'. If at the end of such thirty (30) day period, TRES shall, within thirty (30) days of receipt of such the material failure has not been corrected or the written notification, either correct such deficiency or performance toward correcting the mate-iol failure Is provide Ciient with a plan for correcting the deficiency not proceeding as agreed to, and assuming the within a reasonable period of time. uncured matarlal failure did, In fact, exist as described, termination will be rffsctlve on the thirty- If the deficiency Is not corrected within the afore- first (31st) day after such notification Is given. menti)nsd thirty (SO) day period, or if an acceptable 8.2.4. Client may at Its discretion continue to use a plan for correcting such deficiency Is not artabiishad copy of L;censed Mnterials for a period of not more during such period, Client may, by giving TRES than six (6) months after the effective date of to ml- written notice thereof within five (5) dr.yo thereafter, nation thereof. This right to continue use of a terml- terminate Its license to the Licensed Materials, in noted copy of Licensed Materials is granted by TRES which event all payments previously mods by Client to solely to permit Client to continue Its oni)oing buMmoss TRES In respect of the Licensed Materials shall be with a minimum of Interruption while In the process of refunded by TRES to Client, and Client sha!. have no converting to another means of ostlsfy1ng such re- obligaGon to mete soy further poymonts, and all qulrements and is nol to be construed as an outho- Information concerning such copy of Licensed Materials ritation or acceptance on the part of either party of shall be returned by Client to TRES (see Article 3.7., the other's material failure or a walver, In whole or In above). part, by either party of any claim for damages ratov• arable hereunder. 7. CHARGES, INVOICING, AND PAYMENT: The 8,3. At dote of termination, or In no went later than charge for the Llcanse shown In the Job Order(s) for six (6) months from date of titminstion, If Client Licensed Materials Is a net charge. There shall be continues to use the terminated copy of Licensed added to oil charges hereunder all taxes that ore Materials as provided above, Client shall promptly applicable to this Agreement or any services or return the terminated copy of Licensed Materials and • malarial provided hereunder, or which are measured related documentation to TRES (see Artlrle 3.7., directly by payments made under It and are required above). t1) be collected or paid to taxing authorities by TRES. Such provision shall, however, exclude taxes based on 9. PATENT AND COPYRIGHT INDEMNITY: TRES will TRES's riei Income, defend the Client against a claim that the Licensed Materials furnished and used within the scope of the At any time Client may upgrade Its configuration of License granted hereunder Infringe a United States features of the Licensed Materials to another configu• patent or copyright and TRES will pay resulting costs, • ration offered by TRES, provided trial Client has been damages, and attorney's fees finally awarded to a third receiving continuous maintenance of its Licensed Mate- party complaining of the Client's use, but such lia- rials from TRES from the dots of Its delivery and blllty of TRES shall not exceed the charge for the further provided that Client r a 'mplamanted all Modi- license to the Licensed Materials, and TRES shall be ficaUcins so furnished by TREL. The charge for the liable only if (1) the Client promptly notiffst TRES In upgraded materials to the Client's configuration of writing of the claim, and (2) 1 RES has sole control of licensed Materials shall be an amount aqua) to the the defentte and all related settlement negotiations. ditforonce between the then current stendar.l License However, if the costs and dLmagos attributable to a • fee for the configuration currently licensed by Client cialm of Infringement may, In the reasonable judgment and the then current standard license fee for the of Client, exceed such limitation of liability, the Client configuration to which the licensed Materials it to be may elect to defend against thi claim, but If the Client upgraded. air-ts to do so It shall assert Its claim against TRES by means of a third party salon joining TRES In suers TRES will Invoice Ciient for the Licensed Materials proceeding. If such claim has occurred, or In TRES's upon delivery of the Licensed Materials. Charges for opinion Is likely to occur, the Client agrees to permit reimbursable expenses and applicable taxes, If any, TRES, at Its option and expense, either to procure for will be Invoked on or before the tenth working day of the Client the right to continue using the Licensed • each month for such charges Incurred during the prior Materials or to replace or mod Hy tha some so that they month. Payment terms are net cash In USA dollars, become noninfringing, if neither of the foregoing payable to TRES at Its offices In Dallas, Texas, within alternatives Is reasonably available, the Client agrees, thirty (30) days of postmarked date of Invoice. Lott on one (1) month's writ in notice from TRES, to payment charge 1s the lesser of 1.$% per month or the return or destroy the 191ns1 Intl all copies of maximum amount allowed under apnllcabie usury laws, the Licensed Materiels received from TRES and all 7 II I - • PA NO. 758 A M E N OM - NT-Yr16S-)_ . copies thereof, Thereupon, the License herein substantially conform to the Specifications (reference granted shell terminate. Article 8., herein). TRES does not warrant that the r Licensed Materials will (1) meet the Client's require- if such notice has been given by TRES and the ments, (2) operate [n the combinations which may )e Licensed Materiels are not the subject of a claim of selected for use by the Client, or (3) will be unlnter- copyright Infringement, the Client may notify TRES in ruoted or error free. TRES shall not be liable for writing during the one (1) month after TRES's ratite defects or Imperfections occurring as a result of that the Client (1) elects to continue to be licensed changes made In the delivered Licensed Materials or with respect to the Licensed Materials until there has denrages inflicted thereon by the Client or by any been an injuncu)n or the claim has been withdrawn, third party. It is expressly understood and agreed . and (2) agrees to undertake at the Client's expense that the liability, If any, of TRES for a defective part the defense of any action against the Client and to or clement or for defective work not cured by replace- Irdemnify TRES with respect to all costs, damages, ment or repair shall be limited to repayment of the and attorney's fees attributable to such continued use charge paid allocable to such pert or element, upon after much notice is given to 1'RES; It being under- return of the part or element. THE FOREGOING stood that TRES may participate at its expense in the WARRANTIES ARE IN LIEU OF ALL OTHER WAR- defense of any such action if such claim Is agelnst RANTIES, EXPRESS OR IMPLIED, INCLUDING, RUT TRES. NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTI- TRES shall have no obligation to defend the Client or CULAR PURPOSE, NO REPRESENTATIVE OF TRES to pay costs, damages, or attorney's fees for any claim HAS ANY AUTHORITY TO MAKE ANY ORAL OR based upon (1) use of other than a current unaltered WRIT'rEN WARRANTIES OTHER THAN AS PROVIDED configuration of the Licensed Materiels If such HEREIN. Undep no circumstances shall TRES be liable infringement would have been avoided by the use of a for damages which exceed the amount of the charges current unaltered configuration of the Licensed paid by Client for the Licensed Materials or for specie; Materials, or (2) the combination, operation, or use of it consequential damAigsm, Indirect damages, or exem- any Licensed Materials furnished hereunder with non- plary or punitive damages. TRES programs or data If much Infringement would have been avoided by the combination, operation, or 11. SURVIVAL BEYOND COMPLETION: The pro- use of the Licensed Materials with other non-TRES visions of this Agreement and Items Incorporated In programs or data, or (3) use of the L)censed Materials this Agreement by reference concerning License, in other than the Specified Operating Environment if Licensed Materials, confidentiality, Indrnnification, such infringement would have beer. avoided by use in use, assignment, reproduction, warranty, return or the Specified Operatlny Environment. do%tructlon on termination shall survive the delivery of 0e Licensed Moterleis and the payment of the assocl- The foregoing states the entire obligation of TRES with ated TRES charges. respect to Infringement of patents or copyrights. 10, WARRANTY AND LIMITATION OF LIABILITY; TRES warrants that it has full power to grant the rights herein granted and that the Licensed Materials EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO, P►RFORM, AND EXECUTE THIS AGREEMENT, AND THE PERSON SIGNING THIS AGREEMENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO AND EXECUTE THIS AGREEMENT. EACI, PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDiRSTANDS IT, AND AGREEi .r TO BE BOUND BY IT. 111 WITNESS WHERE- OF, Cllont and TRES have executed this Agreement me of the date first indicated above. TRES SYSTEMS INC. / e CLil By C .L <hI~YI/ By Name BILL/ C. SHER70IN Name _ Title VICE PRESIDENT Title Date April 20, 1981 Data 7 - - L -Will-ses-6 098 118511sissoli- a- ae~ 8009.02 Primary Agreement No._ Lje • Amendment No. A AMENDMENT TO THE PRIMARY AGREEMENT TO INCLUDE LICENSE[) MATERIALS • ATTACHMENT I NONDISCLOSURE AGREEMENT . In order to properly protect certain confidential Information which has been Inc. o ed to I _ ("Employer"), by TRES Systems, nc., (Name of Client's Company) ("TRES"), and in consideration of his continued employment by Employer, the undersigned ("Employee") hereby agrees to the following terms and conditions. • 1. Employee Is working with, or expects to work with, the (Name o Icensed M (the "Licensed Materials"), anti understan s and ster a s agrees that the Licensed Materials c,~ntaln trade secrets belonging to and is proprietary to TRES and Its suppliers. 2. Employee understands and agrees that Employer has purchased a License from TRES for Employer's internal use only, that the Licensed Materials as delivered by TRES or as any converted form or installed form remains proprietary to TRES, and that Employer is relying on Employee's compliance with the terms of this Nondisclosure Agreement In order for Employer to • comply with the nondisclosure terms of Employer's contract with TRES. 3. Employee agrees that during the term of his employment and thereafter he will keep confidential and not divulge to any person, firm, or corporation, in any manner whatsoever, any data er Inforrratlon with respect to the Licensed Materials or the technology embodied therein or any other documentation, models, descriptions, forms, instructions, or other Information relating • thereto. 4. Employee agrees tnat he will not appropriate without compensation to TRES and Employer the Licensed Materials of TRES and shall not use the Licensed Materials in any way (including, without ilmltation, parts thereof, or materials based upon, derived from, Including or containing, Improving, • revising, or enhancing in whole or in part the Licensed Materials) to compete with TRES. 5. Employee expressly agrees that the terms of this Nondisclosure Agreement shall survive the termination or cancellation of the agreement between Employer and TILES, and shall survive the termination of Employee's • employment, even if such termination Is wrongful or occasioned by Employer's breach. Employee understands and agrees that the disclosure of the Infor- mation covered by this Nondisclosure Agreement by him may give rise to • - VWWWROWN~ • 8009.02 Primary Agreement No. X38_ • Amendment No. A NONDISCLOSURE AGREEMENT age irreparable injury to Employer or to TRES, which is inadequately compensabie in damages, and accordingly that Employer or TRES may seek and obtain Injunctive relief against the breach or threatened breach of this Nondisclosure Agreement, in addition to any other legal remedies which may be available. 6. Upon termination of Employee's need to possess such Information or upon termination of his employment with Employer, all documents, records, note- books, and similar repositories of or containing such confidential Information then In Employee's possession, whether prepared by him or others, shall be left with the appropriate officer of Employer maintaining possession of such documents. • THIS AGREEMENT is entered Into this day of , 19-__ EMPLOYEE STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me by the above named • parson acting in his own behalf this day of , 19_ NOTARY PU LIC My commission expires: • - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - • 6009.01 Primary Agreement No. 758 • Amendment No. A AMENDMENT TO THE PRIMARY AGREEMENT TO INCLUDE LICENSED MATERIAL • ATTACHMENT II NONDISCLOSURE AND NONCOMPETITION AGREEMENT 3 • 1. This Agreement is made and entered into this day of , 19_, by and among a RES s Client s Names~ corporation ("Client"), TRES Systems, Inc., a Texas State corporation ("TRES"), and 0 a (outside Contractors Nam-e) State Corporatlo, Partnerhip,eLc. r ("Contractor"). 2. WITNESSETH: 2.1. WHEREAS, TRES has developed and/or acquired, at substantial effort and expense, Its (the "Licensed Materials"); Name o . Licensed ater a s and 2.2. WHEREAS, Contractor is engaged in (Include Description o Conte tracto"rTs Business) and 2.3. WHEREAS, In connection with the contract between Client and TRES for the Installation of the Licensed Materials, the Contractor requires access to the Licensed Materials; and • 2.4. WHEREAS, TRES is willing to allow Client to provide access to the Licensed Materials by the Contractor as an accommodation to Client, but only under circumstances in which the Contractor does not appropriate without compensation to TRES the valuable trade secrets and proprietary Licensed Materials of TRES and Its suppliers and does not use such Licensed Materials as a means to compete with TRES. • 3. NOW, THEREFORE, the parties hereto have agreed, and based on the premises above stated and the mutual covenants hereinafter contalnC i, do hereby agree as follows: 3.1. Covenants of TRES: TRES shall allow Client to make available to the • Contractor the TRES Licensed Materlals necessary for the Contractor to perform services as directed by Client. • - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - >w 8009.01 Primary Agreement No. 758 Amendment No. _ A NONDISCLOSURE AND NONCGMPETiTiON AGREEMENT aged 3.2. Convenants of Contractor: In return for TRES granting to the Contractor the privilege to use the Licensed Materials as directed by Client, the Contractor agrees that: 3.2.1 The Contractor shall hold in confidence and shall not disclose to ! any person, or use Except as required and as directed by Client, the Licensed Materials. The obligation of confidentiality and limited use shall apply to the Licensed Materials as made available and to such materials in any converted form or installed form which such materials may take as a result of the use or application of those materials by Contractor and/or Client. After the Licensed Materials have been used for the purposes permitted hereunder, they shall be returned to Client In, as near as may ! be, the same form in which Client shall have made them available to Contractor, and all copies of the original, modified, or converted Licensed Materials destroyed or given to Client. 3.2.2. Recognizing the great value which the Licensed Materials would have for a potential competitor, Contractor shall not appropriate without compensation to TRE, the Licensed Materials of TRES and shall not use the Licensed Materials in any way (e.g., parts thereof based upon, derived from, Including or containing, improving, revising, or enhancing in whole or in part, the Licensed Materials) to compete with TRES. 3.2.3. Contractor shall take all steps reasonably necessary to enforce the foregoing convenants of confidentiality, limited use, and noncompetition wlth regard to the employees of Contractor and with regard to all other persons who may obtain access to the Licensed Materials while they are in the possession of Contractor. 3.2.4. Violation of the foregoing convenants by Contractor may cause 69mage to the business and reputatlon of TRES which may not be • adEquateiy recompensed by an action for w..mages. Accordingiy, TRES J may, at its option and without releasing Its right to sue for damages, obtain specific enforcement against Contractor, Its employees, end former employees, and other persons obtaining access to the furnished materials, of the convenants of confidentiality, limited use, and noncompetition above stated . • • teo~► Me~eeveeee~ • SW9. U 1 • Primary Agreement No. 756 • Amendment No. A NONDISCLOSURE AND NONCOMPETITION AGREEMENT Page 3 • 3.3. Contractor Personnel: Contractor agrees to Iimit disclosure of the Lizensed Materials to the following named personnel unless additional personnel are authorized In writing by the Client. Contractor Personnel Title or Position • 4. Headings: Headings used In this Agreement are for reference purposes only and shall not be deemed it part of this Agreement. i S. Whole A reement: Tnis Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and may be 10 amended or superseded only by an instrument In writing and signed by the party against whom such amendment or supersession is sought to be enforced. • • • • aa. ooarcooa+eeosorreeeeae • 8009.01 Primary Agreement No. 758 • Amendment No. _ A _ _ NONDISCLOSURE AND NONCOMPETITION AGREEMENT - Page 4 • IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year first above written. Accepted by: !accepted by: ® Name of Contractors ~TName o TR UN- C Pent i B y____ B Y _ g rt e On-- On Date Attest Attest On- On "'.`bete - ff Approved by: • TRES SYSTEMS, INC. By Author zed Signature f111e On ---mate On._......._.._.._. • ZSate 06661114hooll --d AMA 3p% • 40" ~e0egleM1liOBe► ---sue - - - - - - - - - - - - - - - - - - - - - - - - - aen ~wweae . • 8009.01 Primary Agreement No. 758 • Amendment No. A - NONDISCLOSURE AND-NONCOMPETITION AGREEMENT Pave 5 - DISCLOSURE OF MATERIALS FORM ITEM: REFERENCE IDENTIFICA'T'ION: TITLE OR DESCRIPTION: TRANSMITTAL AND DISPOSITION LOG: DATE ACTION TAKEN_ AUTHORIZATION • Accepted by: Approved by: By__.._ ev 4uthori2ed Signature Authorized Signature Nerve Name . tri • ® Attest_ Attest On On Date • eettsoeooo+o~ss~~e».aa~~see+~ooc - • aeoeo~ seeeaee~oees~e ~ TRES Systems, Inc. Primary Agreement No. 758 Licensed Materials Job Order Na. 0{!1 • JOB ORDER FOR LICENSED MATERIALS 1. CLIENT: City of Denton • 2. SUPPLEMENT: This Job Order for Licensed Materials has been made and enterod into as of Cp l LO., 19_U., by Client and TRES and is a supplement to the Primary Agreement Number 758 , entered into as of .4pri1 20 , 19 81, and amended by the Amendment Number A to the Primary Agreement To- Include Licensed Materials entered into as oT April 20, 19 81. • 3. LICENSED MATERIALS: 3.1. Name and Brief Description Customer Information System (CIS) with Meter Inventory System (online included) • 3.2. Detailed Description Schedule A details items such as the Licensed Materials list, charges for the License fee(s), manhours of support services, installation address, and specified operating environment. 3.3. Notice of Delivery Confirmation by Client Schedule R is acknowledgement by the Client of receipt of the Licensed Materials to be completed in duplicate upon receipt of any partial or full delivery of the Licensed Materials. • 3.4. Payment Schedule Schedule C details payment schedule. 4. LICENSEO MATERIAL SUPPORT SERVICES: If any such support services, are inclkided with 'che License fee and shown In Schedule A, then a Job Order for Support Services shall be prepared (referencing this Job Order for Licensed Materials) and executed by Client and TRES. i • 5. AUTHORITY: EACH PARTY HAS FULL POWER AND AUTHORITY TO ENTER INTO, PERFORM, AND EXECUTE THIS AGREEMENT, AND THE PERSON SIGNING THIS AGREEMENT ON BEHALF OF EACH HAS BEEN j PROPERLY AUTHORIZED AND EMPOWERED TO ENTEP INTO AND EXECUTE THIS AGREEMENT. EACH PARTY FURTHER ACKNOWLEDGES THAT rr HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT, IN WITNESS WHEREOF, Client and TRES have executed this • Agreement as of the date first Indicated above. TRES SYSTEMS, INC. , CLIENT City of Denton By CJ~LY~ ! By • Name BILL C. SHERWIN Name Title VICE PRESIDENT Title Date A aril 20, 1981 Date _ • - - - - - - - - - - - - - rr7~~~ TRES Systems, Inc. Primary Agreement 759 Licensed Materials j-o Ord` der No. . 0o0o11.__. Page 1 of _ • SCHEDULE A Licensed Materials List Code Manhoursz Li F eSe • Customer Information System 1.30 $105,000 Systems Manuals Batch S Program Manuals Batch 5 • Where-LSed .T_.ist j Ocerations Manual D rQr Manual S StandAlnn Bill a~> i[m nual 5 - W System Manual Online S Program Manual Online 5 User Manual D Program - Batch Source File p Program Match Copy File p Program - DOS C---°py F31e P Program Onlina Source File P Program - OnlingQuv File P - Flowchart - Daily -Batch _ D _ Flowchart Endo M h _ D Flow hart - ~r~l,i~,~: File H(~iintenance D MetQr Inventory System 37 30,000 • included in above item • MM~Ot9bi~0000~ • ee----eeoo~ee+epoe r, `r TRES Systems, Inc. Primary Agreement 7:8 Licensed Materials Job Order No. 001 Page 2 • SCHEDULE A • Total Charge for License Fee $ 135.DOD Total Manhours for Support Services 167 Estimated Reimbursable Expenses: NOTES • 1. S Licensed Documentation contain;ng Licensed Materials Specifications D Licensed Documentation B Both Licensed Documentation and Licensed Program P Licensed Program 2. Manhours Licensed Materials Support Services provided with the License • Fee. INSTALLATION ADDRESS: The Installation address for the Licensed Materials Is: City of Denton 324-A Eaat McKinney Denton, Texas 76201 SPECIFIED OPERATING ENVIRONMENT: • TRES Systems, Inc. CLIENT City of Denton • By _ By Name BILL C. SHFRWIN Name Title VICK PRESIDENT Title • Date April 20. 1981 Date TRES Systems, Inc. Primary Agreement No. 758 Licensed Materials Job Order No. 001 Page 1 of 1 • SCHEDULE B NOTICE OF DELIVERY CONFIRMATION BY CLIENT Name of Licensed Materials cis with Meter inventory system _ I acknowledge receipt of one copy of each of the below nated items of Licensed Materials. Client's Name City of Denton r S Cnature, Acknow edge ByT-- Tte Date Date Received I.ist of Licensed Materials B Client_ Systems Manuals Batch Program Manuals Batch Where-Used List Operatiors Manual Error Manual Standalone Bill Calculation Manual System Manual Online - Program Manual Online User Manual .2 ogram Bad Source File Program Batch Copy File Program DOS Copy File 1 - - - - - - - - - - - - - - - r`\TRES Systems, Inc. Primary Agreement No. 758 Licensed Materials Job Order No. ool • Page 2 of 2 • SCHEDULE B NOTICE OF DELIVERY CONFIRMATION BY CLIENT • Name of Licensed Materials CIS with meter inventory Syatem Received List of Licensed Materials Date By CIIen6 • Program Online Source File Froaram_-- Online Cooy File Flarcl-art Daily awrCh Flnurhert rnd of month Flowchart Online File Maintenance • • • • seem" • • Primary Agreement No. 758 Licensed Materials Job Order No. 002 SCHEDULE C PAYMENT SCHEDULE 1 - Signing of Contract $ 40,500 • 2. Delivery of System Documentation 33,750 (see Implementation Schedule attached to Job Order 002) 3. Software Installation (run base system 47,250 with TRES's test cases on City of Denton computer) • 4. Conversion 13,500 TOTAL X13 I • • • • • f. • ADDENDUM This Addendum is made by and between the City of Denton, • a political subdivision of the state of Texas, at Municipal Building, Denton, Texas 76201, hereinafter referred to as Denton, and TRES Systems, Inc., a Texas corporation which is a wholly owned Subsidiary of TRES Computer Systems, Inc., and doing business at 4255 LBJ Freeway, Suite 220, Dallas, Texas 75234, hereinafter roferred to as TRES. RECITALS 1. On the 12th day of May, 19810 the parties entered into an Agreement titled "PRIMARY AGREEMENT", hereinafter referred to as the Agreement. • 2. On the 12th day of May, 1981, the parties executed an amendment to the Agreement titled "AMENDMENT TO THE PRIMARY AGREEMENT TO INCLUDE TRES LICENSED MATERIALS", hereinafter referred to as the License Terms. • 3. Denton agrees to purchase and TRES agrees to sell a license for the use and possession of certain computer software, hereinafter referred to as the Licensed Material. 4. The Denton Request for Proposal (RFP) of December 24, 1980 and TRES' written response to same dated January 16, 1981 are hereby incorporated herein by reference for all purposes and to articulate the intent of the parties. 5. The word "Client" as used in the Agreement and License Terms shall be read to mean Denton. • OF the sum of ten Agreemenl,~NtheEtermstr and conditions herein# and dollars, otthe her aforementioned gocO and valuable consideration, the premises of which are contained herein, the receipt'of which is hereby acknowledged, the parties hereto agree to modify the Agreement as followsi • • page 1 • • ARTICLE I - MODIFICATIONS TO THE AGREEMENT aaaasasataa~aaatasaassassaasaaasaaassaaasr 1. INTRODUCTION. Section 1 of the Agreement shall remain unchanged. s 2. JOLT ORDERS FOR SUPPORT SERVICES. Section 2 of the Agreement • is hereby modified as follows: A. The parties agree that the total charges stated in JOB ORDER FOR SUPPORT SERVICES, Support Services Job Order No. 002, attached hereto and incorporated herein by reference for all purposes, shall not increase by an amount of money greater than fifteen percent of the amount stated therein. 3. SUPPORT SERVICE CHANGE ORDERS. Section 3 of the Agreement shall romain unchanged. • 4. INVOICING. Section 4 of the Agreement shall remain unchanged. 5. METHOD OF PAYMENT. Section 5 of the Agreement is modified with the following sentences: "However, the other provisions of this Section notwithstanding, TRES shall invoice and Denton shall pay for the Licensed Material as in accordance with Schedule A, attached hereto and incorporated herein by reference for all purposes. In • the event Denton has given TRES written notice of TRES' default, then Denton shall not be deemed in default if the thirty day period is exceededi and there shall be no late payment charges assessed." 6. RECORDS. Section 6 of the Agreement is hereby modified to include the followingo "TRES shall include copies of such records and expense reports with all invoices submitted to Denton." 7. QUALITY OF SERVICES. Section 7 of the Agreement shall remain unchanged. 8. INDEPENDENT CONTRACTOR. Section 8 of the Agreement is modified • with the following sentence: "TREE agreep agrees that only TRES employees shall work in fulfilling TRES' obligations to Denton; TRES shall not subcontract its performance to any third party." 9. CONFLICT OF INTEREST. Section 9 of the Agreement shall remain unchanged. • 10. CLIENT'S CONFIDENTIAL INFORMATION. Section 10 of the Agreement. is modified such that the last sentence is deleted. 11. SECURITY ON CLIENT'S PREMISES. Section 11 of the Agreement shall remain unchanged. • 12. TRES'S ASSIGNMENT. Section 12 of the Agreement shall remain unchanged. page 2 • ! 13. LIENS. Section 13 of the Agreement is hereby modified such that the words "TRES'-subcontractor" are deleted. 14. INSURANCE. Section 14 of the Agreement shall remain unchanged. . 15. EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE. ACTION PROGRAM. Section 15 of the Agreement shall remain unchanged; 16. TAXES, COMPENSATION, INSURANCE, AND CONTRIBUTIONS. Section 16 of the Agreement shall remain unchanged. 17. SPECIAL, CONSEQUENTIAL, INDIRECT DAMIAGES. Section 17 is • modified such that the words "special", and "or exemplary or punitive" are hereby deleted. 18. CONFIDENTIALITY OF AGREEMENT. Section 18 of the Agreement is hereby deleted. • 19. NON-HIRING OF EMPLOYEES. Section 19 of the Agreement shall remain the same. 20. MUTUAL INDEMNIFICATION FOR DAMAGE TO PROPERTY AND INJURY TO PERSONS. Section 20 of the Agreement shall remain unchanged. • 21. MUTUAL INDEMNIFICATION FOR BREACH. Section 21 of the Agreement is hereby deleted. 22. DISPUTES. Section 22 of the Agreement shall remain unchanged. 23. TERMINATION AT CLIENT'S OPTION. Section 23 of the Agreement shall remain unchanged. 24. TERMINATION FOR MATERIAL FAILURE. Section 24, 24.1, 24.2, and 24.3 of the Agreement shall remain unchanged. 25. GENERAL. Section 25 of the Agreement is modified as follows • A. The parties agree that the Agreement is entered into in Denton County, Texas# and that any suits arising under the Agreement shall be brought in courts in Denton County, Texas. • • page 3 i • ARTICLE II - MODIFICATIONS TO THE LICENSE TERMS ."anmrmmmamsccmmaaaaaaeamaamma aae rerrcmrssmemmeaa 0 1. INTRODUCTION. Section 1 of the License Terms is modified as follows: A. The phrase "(2) their installation" is hereby deleted. B. TRES agrees to sell and Denton agrees to buy licenses for • the Licensed Materials as specified in JOB ORDER FOR LICENSED MATERIALS , Licensed Materials Job Order No. 0410 attached hereto and incorporated herein for all purposes. 2 DEFINITIONS. Sections 2, 2.1, 2.3, and 2.4 shall remain unchanged. • 242 LICENSED PROGRAM. Section 2.2 of the License Terms is modified to include the following sentence: "For all computer software, Licensed Programs, licensed by TRES to Denton, TRES shall supply copies of such software in source code as well as object code format." 2.5 USE. Section 2.5 is -modified to include the following sentence: • " 'Use' also means using nny of the Licensed Materials in the course of operation of any computer or in support of the use of any peripheral equipment." 2.6 SPECIFICATIONS. Section 2.6 is hereby to include the following sentence: "However, all Licensed Programs shall conform to specifications of the TRES January 16, 1981 proposal before suct, specifications are updated,* 3. LICENSE GRANT. Section 3 of the License Terms is hereby modified with the following sentence: "The licenses granted by TRES to Denton for the Licensed Programs extend to the Licensed Programs in • both uource and object code formats.* 3.1 USE AT OTHER LOCATIONS. Section 3.1 of the License Terms shall remain unohan.rd. 3.2 ASSIGNMENT Of, LICENSE. Section 3.2 of the License: Terms shall • remain unchanged. • s page 4 • 3.3 CONFIDENTIALITY AND SECURITY OF LICENSED MATERIALS. Section 3.3 of the License Terms iE hereby modified as follo,4s: "The second And third to last sentences of the Section are deleted." 3.4 CLIENT'S RIGHTS TO REPRODUCE: LICENSED MATERIALS. Section 3.4 of the License Terms shall remain unchanged. • 3.5 CLIENT'S RIGHT TO MODIFY LICENSED MATERIALS. Section 3.5 of the License Terms shall remain unchanged. 3.6 SUPPORT FOR THE LICENSED MATERIALS. Section 3.6 of the License Terms shall remain unchanged. 30 LICENSED MATERIALS RETURN OR DESTRUCTION ON TERMINATION. Section 3.7 is hereby modified as follows: A. The words "within a period of forty-five (45) days after due date" are hereby modified to read "within a period of forty-five (45) days after due date and if Denton has not given TRES written notice of TRES' default". B. The words "or if continued use of the Licensed Materials by the Client endangers the proprietary interest of TRES in the Licensed Materials" are hereby deleted. • C. Denton agrees to certify in writing that to the best of its information and belief all copies within the control of Denton have been either destroyed or returned to TRES. D. Provisions in this Section to the contrary notwithstanding, if required by law, TRES agrees that Denton may retain one copy of the Licensed Materials for record keeping purposes. • • • 'N page 5 • • 4. DELIVERY AND INSTALLATION. The second paragraph of Section 4 of the License Terms is hereby deleted and replaced as follows: A. TRES agrees to install the Licensed Material Per Job Order No. 002. r S. TRl3S shall provide 167 manhours of Licensed Materials Support Services at no charge to Denton. However, Denton shall reimburse TRES for the actual and reasonable costs incurred for transportation, food, lodging, and other expenditures related to such services. If Denton desires further services, Denton may obtain additional services on a mutually agreed schedule at TRES' manhour rates then in effect plus related actual.and reasonable travel, subsistence, and other costs. All TRVS charges are in USA dollars. C. After installation of the Licensed Material (TASK 481 EXHIBIT A) by TRES, TRES shall demonstrate the operation thereof to • Denton. This demonstration shall be made during TASK 46 (EXHIBIT A). D. Following TRES' demonstration, Denton shall evaluate the Licensed Materials within forty-five working days. E. If the demonstrated system performs in accordance with the specifications presented in TRES' January 161 1981 Denton shall indicate its acceptance to TRES in writin~asal, then such acceptance shall hereinafter be referred to as Software Acceptance. F. If the system does not meet the January 16, 1981 proposal specifications, then Denton shall specify the deficiencies in writing. In such instance TRES shall provide Denton with a demonstration of the corrected deficiency and Denton shall evaluate the Licensed Material pursuant to paragraphs C, D, E and F of this section. G. In the event Denton has not accepted the Licensed Material within one hundred eighty days after the first demonstration, then either party may terminate the Agreement] and, TRES shall retain all monies paid, there shall be no further charges to Denton, and Denton shall return ar.d/or destroy the Licensed Material within its control. 5. MAINTENANCE. Section 5 of the License Terms is hereby amended so that the initial maintenance period shall begin the first business day following the date of Software Acceptance. 6. CONFORMANCE WITH rPECIFICATIONS. Section 6 of the License Terms l► shall remain unchanged, • • page 6 • 7# CHARGES, INVOICING, AND PAYMENT Section 7 of the License Terms r is hereby modified such that the first sentences of the third POtagraph of the Section is hereby deleted; and Is further modified tO provide that TRES shall invoice and Denton shall pay in accordance With Section 5 of Article I of This Addendum. M 8- TERMINATION. Sections 8, 8.1.1, 8.1.2, 8.2, 8.2.1, 8.2.20 8.2.3, 8.7.4, 8.3 shall remain unchanged. 9. PATENT AND COPYRIGHT INDEMNITY. Section 9 of the License Terms -0 modified as followst "The words 'patent or copyright' are hereby rE,placed with the words 'patent, copyright, and/or trade secret'". • 10. WARRANTY AND LIMITATION OF LIABILITY. Section 10 of the License Terms shall remain unchanged. It. SURVIVIAL BEYOND COMPLETION. Section 11 of the License Terms iN modified so that such survivial as is referred to in the Section Y shall be in accordance with this Addendum. • • I • • i page 7 • • ARTICLE III - MISCELLANY rawarrrsrrrrwrrwrrrnrrrr 1• ADDITIONAL WORK. TRES shall also perform the following tasks f0t the stated amounts: • A. Conversion programming - TRES shall write r program that will convert the customer data that currently exists on the Denton Customer Master and Billing History Files to the TRES Customer Master File format. Denton shall loan TRES an IBM compatible nine-track 1600 BPI tape and TRES shall deliver • both the loaned tape and a tape of the converted data in an IBM compatible nine-track 1600 BPI tape. TRES shall convert all data items from the tuo Denton files and generate such additional data items as are required to run TRES software known as CIS. B. Online payment processing - TRES shall modify the software it is licensing so as to allow users to enter cash payments online in a manner similar to the manner in which the City's current system functions. The software will accept payments for various city services. The utility payments will be mechanically carried forward to and update customer records. A Cash Register Tape Report, similar to Denton's current syotem, will be prepared and used to process cash for nonutility services. C. 96 Column card read document - TRES shall modify CIS to produce Denton's current meter read document. This function will be performed utilizing IBM's 5424 MFU Subsystem. The 60 parties assume that IBM software supports the $424 MFU Subsystem utilizing IBM software standard OPEN, READ, WRITE, and CLOSE commands such that TRES does not have to write special programs for input and output to utilize the IBM 5424 MFU Subsystem. D. The total cost for the items in this Section is as follows • TASK ESTIMATED COST Conversion program $ 7030 Online payment processing 6,490 • 96 Column Card Read Document 51530 Total $19,950 strrwrw • • page 8 • • E. The cost for the items in this Section is included in the total cost specified in the JOB ORDER FOR SUPPORT SERVICES Support Services Job Order No. 002, referred to in Article I, Section 2. • Z, ` IMPLEMENTATION OF LICENSED MATERIALS. Subject to the terms of this Section, TRES Agrees to supply the required resources to aid ar14 assist Denton in the implementation of the Licensed Materials. A. TRES agrees that Mr. William McNary, Finance Director, City of Denton, shall be the Denton Project Manager for all aspects of the transactions between the parties. However, TRES understands that Mr. McNary does not have the authority to mind Denton without specific authorizations of the City of Denton. B. TRES agrees that Denton has retained the advisory services • of LWFW, Inc. (Dallas, Texas) to aid and assist in the implementation of the Licensed Materials. C. Both formal and informal project management procedures will be followed by TRES and Denton to maintain high standards of performance and quality in the development and implementation of the Licensed Materials. Informal procedures include • day-to-day contacts, verbal briefings, and the like. Formal project management reporting procedures will. include participation in monthly status meetings with the project team and monthly project status reports in writing. Progress reports will contain, but are not limited to, the following: (1) Progress duringg the past reporting period including significant acoomplii:hments and/or milestones reached. (2) Problems encountered, scheduled tasks not completed and solutions arrived at or recommended. d (3) Anticipated progress for the next reporting period. (4) Anticipated problems and solutions to such problems. (5) Disposition of any actions requested of either party. • (b) An updated project schedule reflecting progress to date. D. If TRES delays in its performance, TRES shall take all actions within its control necessary to bring the pro ect back onto schedule. Such actions include, but are not limited to, • evening, weekend, holiday work, and allocation of additional staff at no extra cost to Denton. Delays in performance caused by others shall excuse TRES' performance for a commensurate amount of time. • page 9 ' • E. TRES and Denton will agree to the implementation and payment schedule for the Meter Inventory Subsystem by September 1, 1981; however, at the time of execution of this Addendum Denton agroes to pay TRES ten percent of the Meter Inventory Subsystem license • fees. F. TRES shall complete the project tasks in accordance with the schedule contained in ADDENDUM EXHIBIT A, attached hereto and incorporated herein for all purposes. If this Addendum is not executed before May 18, 1981, then the scheduled start date contained in ADDENDUM EXHIBIT A shall be modified to be six working days following the execution of this Addendum. • 3~ WARRANTY. TRES warrants that the software portion of the Licensed Materials will operate upon the IBM 4331 computer system salected by Denton. A. The TRES Licensed Materials have been designed and developed • to be an online interactive system. When the Licensed Materials are operating alone on the hardware configuration detailed below with the load specified in the Denton December 24, 1980 Request for Proposal, two-thirds of the error free transactions should be processe9 within three seconds response time on local (directly connected) terminals and access made by account number. • (1) Hardware configuration (IBM 4331 Model I computer): Machine uantity Tie Model Descraition 1 4331 J01 1 Million Byte Central Processor 1 3278 A02 Display Console 1 3203 005 Printer (1200 LPM) 1 3310 A01 Disk Storage Drive (64 M Bytes) 1 3370 A01 Disk Storage Drive (571 M Bytes) 1 8809 A01 Magnetic Tape Unit 1 8809 002 Magnetic Tape Unit 30 3278 002 Display Stations 3 3287 002 Printer (120 cps) 1 5424 96 Column Muiit'unction Card Unit Floating Point Option (2) System Software and Utilities: • DOS/VSE Operating System VSE IPO/I-DC DOS/Vb Advanced Functions VSE Power IPF IPCS DITTO CICS/DOS/VS COBOL Compiler RPG II Compiler • Sort/Merge BTAM-ES ICCF CA-EARL CA-DYNAM/D CA-DRIVER VSAM/Space Manager Fast Copy DRET VBAM PL/i Transient Library PL/l Optimizing Compiler • page i0 0 S. Danton au a licensee of the Licensed Materials provided hereunder, shall be eligible to join the TREE CIS User's Group. 4, PERSONNEL. TRES agrees that the individuals listed in ADDENDUM ® EXHIBIT B, attached hereto and incorporated herein by reference tot all purposes, barring their resignation, disability, or death, ® wi11 be available for the performance of TRES obligations to Denton. A. TRES may substitute other personnel of equal or greater qualifications upon written approval by the Denton project manager, which approval shall not be unreasonably withheld. • B. In they event of unsatisfactory performance or inappropriate conduct of any TRES employee or agent, the Denton project manager shall promptly notify TRES. Upon such notification TRES shall remove such individual from work related to TRES' obligations to Denton. • 5. CONFLICT WITH AGREEMENT AND/OR LICENSE TERMS. If any arbiguity or conflict arises in the interpretation or analysis of this Addendum the Agreement, and/or the License Terms, this Addendum shall prevail. • • • • • page it IN WITNESS WHEREOP, the parties hereto have executed this Aldendum on the 12th day of May, 1981s by their duly authorized representatives. cilry OF DENTON TRES .systems, Inc. • By- By 4611"_. Cam/ l~ I.~MAn/`~ tc 4 49 " kdQ • ~ot iris u , My ana r Name BILL C. SHERWIN • Title VICE PRESIDENT i Namt JOHN R. FALLER • Tit I4+ SENIOR VICE PRESIDENT • • • • • page 12 • • SCHEDULE. A PAYMENT SCHEDULE EVENT ESTIMATED DATE PAYMENT A 1. Signing of contract May 12, 1981 $23,625.04 2. Delivery of User Reference Manuals - Exclusive of Changes/Modifications May 18, 1981 31,500.00 • 3. Software Acceptance August 21, 1981 26,250.00 4. Conversion October 1, 1981 13,125.00 5. End of forty-five day period following Conversion with no substantial malfunctions November 15, 1981. 10,500.00 6. Work specified by Support Services Job Order No. 002 as invoiced • • • • • page 13 • "ItNDUM EXHIBIT 8 ~-_cssssssasasssa • I- Frc)lpct Direk.~„,, Gil Trujillo • • • • • • 0