HomeMy WebLinkAbout4.305A Original ContractCONTRACT
BETWEEN THE
THE CITY OF PORT ANGELES
AND
S &BINC.
FOR A WASTEWATER UTILITY SCADA SYSTEM
THIS AGREEMENT is made and entered into this 15th day of June 1999, by and
between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter
called the "CITY and S B Inc., a Washington Corporation (hereinafter called the "CONTRACTOR
WHEREAS, the CITY desires to upgrade the Supervisory Control And Data Acquisition (SCADA) software to
assist in monitoring and controlling the City's Wastewater System, and
WHEREAS, the CITY desires to engage the services and assistance of a qualified firm to perform the scope
of work as detailed in Exhibit A, and
WHEREAS, the CONTRACTOR represents that it has the background, experience, and ability to perform the
required work in accordance with the standards of the profession, and
WHEREAS, the CONTRACTOR represents that it will provide qualified personnel and appropriate facilities
necessary to accomplish the work;
NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants and
agreements set forth below, the parties hereto agree as follows:
I SCOPE OF WORK
The scope of work to be performed and the results to be achieved by the CONTRACTOR shall be as detailed
in the attached Exhibit A, and shall include all services and material necessary to accomplish the work.
The CITY may review the CONTRACTOR's work product, and if it is not satisfactory the CONTRACTOR shall
make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as
related in Section XII of this Agreement.
The CONTRACTOR agrees that all services performed under this Agreement shall be in accordance with the
standards of the profession and in compliance with applicable federal, state and local laws.
The Scope of Work may be amended upon written approval of both parties.
II OWNERSHIP OF DOCUMENTS
Upon completion of the work, all documents, exhibits, photographic negatives, or other presentations of the
work (except as applicable in Part III, Software and Licensing Agreement, below) shall become the property
of the CITY for use without restriction and without representation as to suitability for reuse by any other party
unless specifically verified or adapted by the CONTRACTOR. However, any alteration or reuse of the
documents, by the City or by others acting through or on behalf of the City, will be at the City's sole risk.
III DESIGNATION OF REPRESENTATIVES
Each party shall designate its representatives in writing. The CONTRACTOR representative shall be subject
to the approval of the CITY.
City of Port Angeles June, 1999 I
1. 605 A
IV TIME OF PERFORMANCE
The CONTRACTOR may begin work upon execution of this Agreement by both parties. The work shall be
completed in accordance with the schedule set forth in the attached Exhibit A. The CONTRACTOR shall not
be held responsible for delays occasioned by factors beyond its control, which could not reasonably have been
foreseen at the time of the execution of this Agreement.
V PRICE AND PAYMENT
The CITY shall pay the CONTRACTOR as set forth in this section of the Contract. Such payment shall be full
compensation for work performed, services rendered, and all labor, materials, supplies, equipment and
incidentals necessary to complete the work.
B. The CONTRACTOR may submit invoices to the CITY up to once a month. Invoices shall indicate the
specific task(s) or activity(ies) in the Scope of Work to which the costs are related.
C. The CITY shall review the invoices and make payment for the percentage of the project that has been
completed less the amounts previously paid.
D. The CONTRACTOR invoices are due and payable within 30 days of receipt. In the event of a disputed
billing, only the disputed portion will be withheld from payment.
E. The sum of the progress payments shall not exceed ninety -five (95 percent of the total fee herein and
the remaining compensation will be paid to the CONTRACTOR as the final payment upon approval of the
satisfactory completion of the work in accordance with all terms of the Agreement and scope of work, its
acceptance by the City and the receipt by the City of the plans, reports and related documents. The City
will notify the CONTRACTOR in writing within thirty (30) days of receipt of the work alleged to be
unsatisfactory and provide sufficient detail to enable the CONTRACTOR to correct such work that is not
in compliance with this Agreement.
F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as agreed to by the
parties in writing.
VI MAXIMUM COMPENSATION
Unless otherwise agreed to in writing by both parties, the CONTRACTOR'S total compensation and
reimbursement under this Agreement, including labor, direct non -salary reimbursable costs and outside
services, shall not exceed the maximum sum of $19,530.00 not including applicable Washington State sales
tax.
VII INDEPENDENT CONTRACTOR
A The CONTRACTOR is and shall be at all times during the term of this Agreement an independent
contractor.
B. The CONTRACTOR will provide management, establish compensation of personnel, maintain payroll
records, and provide payment for all of its personnel, including withholding of income taxes, payment
of social security taxes, unemployment compensation (where applicable), and fringe benefits The
CONTRACTOR will maintain Accountability Records for a period of three years.
C. Employees of the CONTRACTOR, while engaged in the performance of any work or services under
this Agreement, shall be considered employees of the CONTRACTOR only and not of the CITY, and
claims that may arise under the Workman's Compensation Act on behalf of said employees while so
engaged, and any and all claims made by a third party as a consequence of any negligent act or
omission on the part of the CONTRACTOR'S employees while so engaged, on any of the work or
services provided to be rendered herein, shall be the sole obligation and responsibility of the
CONTRACTOR.
City of Port Angeles June, 1999 Z
D. In performing this Agreement, the CONTRACTOR shall not employ or contract with any CITY
employee without the City's written consent.
VIII NONDISCRIMINATION
The CONTRACTOR shall conduct its business in a manner, which assures fair, equal and non discriminatory
treatment of all persons, without respect to race, creed or national origin, and, in particular:
A. The CONTRACTOR shall maintain open hiring and employment practices and will welcome applications
for employment in all positions, from qualified individuals who are members of minorities protected by
federal equal opportunity /affirmative action requirements; and,
B. The CONTRACTOR shall comply with all requirements of applicable federal, state or local laws or
regulations issued pursuant thereto, relating to the establishment of non discriminatory requirements in
hiring and employment practices and assuring the service of all persons without discrimination as to any
person's race, color, religion, sex, Vietnam or veterans's status, disabled veteran condition, physical or
mental handicap, or national origin.
IX SUBCONTRACTS
A Except for electrical work, the CONTRACTOR shall not sublet or assign any of the work covered by this
Agreement without the written consent of the CITY.
B. The CONTRACTOR will be using the firms submitted with its proposal as subcontractors Subcontractors
other than those listed shall not be permitted without the written consent of the CITY.
C. In all solicitation either by competitive bidding or negotiation made by the CONTRACTOR for work to be
performed pursuant to a subcontract, including procurement of materials and equipment, each potential
subcontractor or supplier shall be notified by the CONTRACTOR of CONTRACTOR'S obligations under
this Agreement, including the nondiscrimination requirements.
X CHANGES IN WORK
Other than changes directed by the CITY as set forth in Section I above, either party may request changes in
the scope of work. Such changes shall not become part of this Agreement unless and until mutually agreed
upon and incorporated herein by written amendments to this Agreement executed by both parties.
XI EXTRA WORK
The CITY may desire to have the CONTRACTOR perform work or render services in connection with this
project, in addition to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed
work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this
Agreement. The CITY shall not be responsible for paying for such extra work unless and until the written
supplement is executed by both parties.
XII TERMINATION OF AGREEMENT
A. The CITY may terminate this Agreement at any time upon not less than ten (10) days written notice to the
CONTRACTOR. Written notice will be by certified mail sent to the consultant's designated representative
at the address provided by the CONTRACTOR. Mutually agreed -upon compensation for work already
completed and reasonable costs incurred shall be made to the CONTRACTOR by the CITY.
City of Port Angeles June, 1999 3
B. In the event this Agreement is terminated prior to the completion of the work, a final payment shall be
made to the CONTRACTOR, which, when added to any payments previously made, shall compensate
the CONTRACTOR for the percentage of work completed.
C. In the event this Agreement is terminated prior to completion of the work, documents that are the property
of the CITY pursuant to Section II above, shall be delivered to and received by the CITY prior to transmittal
of final payment to the CONTRACTOR.
XIII INDEMNIFICATION /HOLD HARMLESS
The CONTRACTOR agrees to indemnify the CITY from any claims, damages, losses, and costs, including, but
not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and
bodily injury, including death, caused solely by the negligence or willful misconduct of the CONTRACTOR,
CONTRACTOR'S employees, affiliated corporations, officers, and subcontractors in connection with the work
performed under this Agreement.
The CITY agrees to indemnify the CONTRACTOR from any claims, damages, losses, and costs, including, but
not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and
bodily injury, including death, caused solely by the negligence or willful misconduct of the CITY, CITY's
employees, or agents in connection with the work performed under this Agreement.
If the negligence or willful misconduct of both CONTRACTOR and CITY (or a person identified above for whom
each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the
CONTRACTOR and the CITY in proportion to their relative degrees of negligence or willful misconduct and the
right of indemnity shall apply for such proportion.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in
the event of liability for damages arising out of bodily injury to persons or damages to property caused by or
resulting from the concurrent negligence of the CONTRACTOR and the CITY, its officers, officials, employees,
and volunteers, the CONTRACTOR'S liability hereunder shall be only to the extent of the CONTRACTOR'S
negligence. It is further specifically and expressly understood that the indemnification provided herein
constitutes the CONTRACTOR'S waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of
this section shall survive the expiration or termination of this Agreement. However, the CONTRACTOR
expressly reserves its rights as a third person set forth in RCW 51.24.035.
XIV INSURANCE
The CONTRACTOR shall procure and maintain for the duration of the Agreement, insurance against claims
for injuries to persons or damage to property which may arise from or in connection with the performance of
the work hereunder by the CONTRACTOR, its agents, representatives, employees or subcontractors.
The CONTRACTOR shall provide a Certificate of Insurance evidencing:
1. Automobile Liability insurance with limits no Tess than $1,000,000 combined single limit per accident for
bodily injury and property damage; and,
2 Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000
combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property
damage. Coverage shall 'include but not be limited to: blanket contractual; products /completed operations;
broad form property damage, explosion, collapse and underground (XCU) if applicable; and employer's liability;
and,
Any payment of deductible or self insured retention shall be the sole responsibility of the CONTRACTOR.
The CITY shall be named as an additional insured on the Commercial General Liability insurance policy, as
respects work performed by or on behalf of the CONTRACTOR and a copy of the endorsement naming the
CITY as additional insured shall be attached to the Certificate of Insurance. The CITY reserves the right
to review a certified copy of all required insurance policies in the CONTRACTOR's office.
The CONTRACTOR'S insurance shall contain a clause stating that coverage shall apply separately to each
insured against whom claim is made or suit is brought, except with respects to the limits of the insurers liability.
City of Port Angeles June, 1999 4
The CONTRACTORS insurance shall be primary insurance as respects the CITY, and the CITY shall be given
thirty (30) days prior written notice of any cancellation, suspension or material change in coverage.
XV YEAR 2000 COMPLIANCE WARRANTY
1. The Supplier shall warrant that the equipment will be fault free in processing date and date related data
including, but not limited to, all equipment, software, and other articles provided pursuant to the
specifications. Fault free performance shall include the manipulation of data when dates are in the 20`
or 21' centuries.
2. The CONTRACTOR shall also warrant that the CONTRACTOR'S own computer, administrative support,
and necessary equipment for the CONTRACTOR'S business are year 2000 compliant, i.e. that the
CONTRACTOR'S ability to perform this contract shall not be adversely impacted by service interruption
due to the failure of software, hardware, and other equipment to perform date calculations in the year
2000 and beyond.
3. Failure to comply with these year 2000 requirements shall entitle City to a refund of the purchase price
and /or applicable contracturai remedies, the selection of which remedy shall be at the Purchaser's sole
discretion.
XVI APPLICABLE LAW
This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington,
and in the event of dispute the venue of any litigation brought hereunder shall be Clailam County.
XVII COMPLIANCE WITH LAWS
The CONTRACTOR will comply with all applicable state, federal and City laws and safety regulations.
XVIII RESERVATION OF RIGHTS
Payment by the City or performance and acceptance of payment by the CONTRACTOR shall be not construed
as waiver of any party's rights or remedies against the other. Failure to require full and timely performance of
any provisions at any time shall not waive or reduce the right to insist upon complete and timely performance
of such provision thereof
XVIV SEVERABILITY
If any provisions of this Agreement are held invalid, the remainder of this Agreement shall not be affected
thereby, provided that such remainder would then continue to serve the purposes and objectives of the
contemplated project as determined by the City.
XW APPROVALS AND NOTICES
Whenever under this Agreement, City approval, authorization, waiver, instructions or determination are required,
they shall be effective only when given by the City's representative.
XWI S B'S GENERAL TERMS AND CONDITIONS
S B's General Terms and Conditions, attached hereto as Exhibit B, are hereby incorporated in and made
a part of this Agreement, except that in the case of conflict with any provision of this Agreement, the other
provision of this Agreement shall prevail over Exhibit B.
XVVII SOFTWARE AND LICENSING AGREEMENT
All software is provided by the Contractor under a non transferrable, non exclusive license for the City's use,
as set forth in attached Exhibit C. A designated representative of the City will sign the End -User License
City of Port Angeles June, 1999 0
Agreement upon accepting the Contractor's software documentation and using the software provided. All
software and documentation are copyrighted by the Contractor and no copies of the software or documentation
may be made except for City use as a "backup" copy, or as required or allowed by law.
XVVIII EXHIBITS AND SIGNATURES
This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior written or oral
understandings, and may only be changed by a written amendment executed by both parties. The following
exhibits are hereby made a part of this Agreement:
Exhibit A Scope of Work
Exhibit B S B's General Terms and Conditions
Exhibit C S B's End -User License Agreement
IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first written
above.
CITY OF PORT ANGELES:
MAYOR 1
e
V
CONTRACTOR:
ix
c
TITLE z
APPROV D AS TO FORM:
4
A \SCADAWAS CON
City of Port Angeles June, 1999
ATTEST:
C G KNU�ON CITY ATTORNEY M itY0eXtMi l( LERK
ono
S &B inc.
PROCESS/ITEM:
PROCESSOR:
MONITOR:
GUI Software:
PLC Interface:
\SPEC \WinCC GUI99
Graphic User Interface (GUI) Specification
Graphic User Interface (GUI)
Pentium® II, 400 MHZ, PCI bus
Computer Includes:
128 Mb RAM
One 8.4 Gb Hard Disk
CD -Rom, 32xMAX
Zip Drive, 100MB
One 1.44 Mb 3.5" Floppy Drive
One Super VGA, 4Mb Graphics Adapter
RS -232 Serial Communications Port
Parallel Printer Port
10baseT Ethernet network card
PS2 Mouse port and MS mouse
One 101 -Key Standard keyboard
Windows NT4.0 Workstation
56k Baud V.90 modem
Manufacturers/Part Numbers:
S &B WinCC® GUI99
17" Color Monitor
0.26mm dot pitch, 30- 70kHz,1280z1024ni
Manufacturers/Part Numbers:
Dell 1000LS
(Required for each System)
Kit Includes:
WinCC® 4.0 RunTime,
1024k tag Software
ReachOut® Enterprise
Complete Documentation
Mouse Pad
Manufacturers/Part Numbers:
Siemens 6AV63811BE040AX0
Serial Communication RS232
EXHIBIT "B"
S B inc. 13200 S.E. 30th St., Bellevue, Washington 98005 (425) 644 -1700 FAX (425) 746 -9312
GENERAL TERMS AND CONDITIONS INSTRUMENT SYSTEMS
1. SCOPE
These terms and conditions apply to the sale of all instrument systems assembled by S&B Inc. (Seller) and any izistent tams and eonditios in Purehaaee's
purchase order are not binding on Seller, unless accepted, or these terms and conditions are modified by an authorized S&B Ice. representative.
2. ACCEPTANCE
Purchase orders received from Purchaser do not bind Seiler unless accepted by an Officer of Seller. either by aclosvwIcdgweat, wvima acceptaocc, psomiaa b
ship, or shipment of the instrument systems communicated to Putahasa. Acceptance is expressly made conditional co Purchaser's assent so SeWr's Material
Terms and Conditions which are additional to or diffe=est from Purchaser's terms, unless Sena agrees otherwise in writing.
3. PRICE AND PAYMENT
Unless otherwise specified, quoted selling prices ate FOB Sellers factory or its suppler s shipping point, with freight allowed to datination and are subject to
change if not accepted within 30 days from the quotation date. The quotation may be withdrawn at any time prior to acceptance or extended beyond 30 days.
Invoices ate due and payable NET 30 days, unless otherwise specified, at the company offices at 13200 S.B. 30th Street, Bellevue, WA. 98005. Late payment of
invoices ate subject to interest. Invoices shall be rendered accoed'mg to the following schedule.
Benchmark of Total Price
Upon notice fiom purchaser that all drawings have been approved for fabrication. 20%
Upon notice from Seller that the instrument system is ready for factory tests. Adsltienal 50%
Upon notice from Seller that the instrument system has been shipped or that factory test are complete Additions' 25%
and equipment is being held for convenience of customer.
Upon notice of acceptance from Purchaser or 180 days from notice of shipment, whichever occurs first. Find 5%
If Purchaser defaults in any payment when due, Seller may at is option, and in adddion to its resents under the U.C.C. without lecturing any iabilky thereof to
Purchaser or Purchaser's customers, declare all payments for work completed immediately due and payable with maximum legal interest thereon from due date
and stop all further work and shipments until all past due payments have been made and/or require that any Anther deliveries be paid for prior to shipment.
4. ITEMS INCLUDED
The price quoted includes only the instrument system specified, and does not include actual installation, accessory or associated mstaWh such as wiring, piping,
etc., not specifically included. Equipment prices quoted include installation information and start-up assistance provided by the Seller's field engineer or
technician. Such services will be provided in a manually agreeable manna and time. Seller will provide, upon request, at Settees cwbUsbed current raw, an
experienced Project Engineer or Service Technician to provide on-site superintendence of the equipment installation. Raponeibl'l'ity for proper *pasties of
equipment, if not installed by Seller or installed in accordance with Seller's instructions, rests entirely with Purohucr.
S. TAXES
Any federal, state or local sales, or use or other taxes applicable to this transaction are not included in the price quoted. and unless valid cettificate of exemption
is provided, any such tax shall be added to the price and is for the Purchaser's account.
6. SHIPMENTS AND DELIVERY
Any shipment or delivery dates recited herein represent Seller's beat estimate. No liability, direct or indirect, is assumed by Seller for future to ship or deliver on
such dates. In any event, delivery dates are based upon the effective date of the contract and prompt receipt by Seller of all necessary information and instructions
from Purchaser, including approved submittal drawings. Sella shall have the right to make partial shipments, and invoices covering the same shall be due and
payable by Purchaser in accordance with the payment terms hereof.
le the event that the instrument system specified herein is to be shipped outside the United States, Purchaser dull obtain all necessary import licenses
and permits required to clear the abipment for entry into the foreign country and pay all duties, tolls and imports.
If Purchaser requests postponement of shipments or causes a delay in Shipment, the entire purchase price shall be due and payable apoo notice from
Seller that the instrument system is ready for shipment, and thereafter any storage, or other charge Seller incurs, shall be for Purchaser's account, including
interest on any unpaid balance at the maximum legal rate. All claims for damage, delay or storage for FOB Seller's plant Stull be made directly against the carrier
of the Purchaser. When shipments are FOB destination, Purchaser shall inspect the in,tntment system shipped and notify Seller of any damage or a&artaga within
5 days of teceipt. Failure to notify Sella shall constitute acceptance of Purchaser, relieving Seller of any liability for shipping damages or ahoRagea.
7. RISK OF LOSS AND SECURITY INTEREST
Unless shipments of instrument systems are made FOB destination, all risk of low or damage shall pass to the Purchaser upon delivery to carrier for Shipment.
Purchaser shall protect and maintain Sena's title, including adequate insurance for Seller's benefit, and eight of repossession to the instrument system specified
herein or in any change order until the full purchase price has been paid in fo11 and will not encumber or permit others to encumber such systems by any security
instruments.
Purchaser acknowledges that as security for payment of the purchase price, Seller will retain and Purchaaer has granted, security Interest in all
instrument systems sold to Purchaser. Seller shall have all of its rights and remedies u a Seller and a secured pasty under the U.C.C. or other appropriate 4w.
No waiver by Seller or any default shall constitute a waiver of any subsequent or further default. Seller may retain as liquidated damages any partial payments
made and may peaceably repossess the equipment from the Purchaser's premises without prejudice to any Anther claims it may have. In the event legal action be
brought to enforce the provisions of any order accepted by it, Seller shall be entitled to recover its court cost and reasonable attorney fees.
TELEMETRY
INSTRUMENTATION
MANAGEMENT SYSTEMS
8. WARRANTY
Seller warrants that for a period of one year after test and acceptance by the Purchaser, or 18 months from date of shipment, whichever occurs first, all products
assembled by Seller shall be free from defects in material and workmanship. Seller will at its sole option either repay the purchase price, or repair or replace at a
location to be designated by it, any product defects which develop within such period under nomad and proper use provided it receives prompt written notice of
claimed warranty period. This warranty shall not apply to any products altered or repaired outside Seller's factory or with other than Seiles's replacement parts.
unless such repair was authorized in writing by Seller, or to products or parts subject to misuse, abuse, neglect or accident or damaged by improper installation or
application. to no event shall Seller be liable for normal wear and tear, nor for any incidental or consequential damages due to inoperability of its products. The
foregoing are Seller's sole warranties and guarantees, and all express or implied warranties, including all implied warranties or merchantability and fitness for a
particular purpose, which exceed the above obligation, are hereby disclaimed by Seller.
9. CANCELLATION, SUSPENSION AND DELAYS
Auer acceptance by Seller, this contract Ball not be subject to cancellation, suspension or delay. Orden say be cancelled only with Seller's written consent and
upon payment of reasonable cancellation charges, which shall include all cods incurred and work done pursuant to the contract to date of canceWtioo, auspeosios
or a delay plus reasonable overhead and profit. Additionally, all risks incident to and charges related to storage and/or resumption of mock, at Seller's plant or
elsewhere, shall be for Purchaser's sole account.
10. LIMITATION OF LIABILITY
Seller shall not be responsible or liable in any way for any failure to perform due to Acts of God, firs or flood, serious explosions or accidents, foreign or United
States embargoes, war or riots, serious shortages, unavailability or significant piece increases in commodities, materials or components, labor disputes, interruption
of transportation, loss of essential production services, acts of any U.S. or foreign governmental authority, or by any other event beyond the reasonable control of
Seller or its subcontractors. Seller shall not be liable to Purchaser for any incidental or consequential damages for any reason whatsoever.
11. CHANGES AND BACKCHARGES
Any changes in or any additions to the scope of work herein described or initiated by the Purchaser or resulting from any circumstances beyond Seller's cantons
shall be for the account of and paid by the Purchaser. Written change orders shall initiate changes, and shall be considered as individual modifrcatioos and shall
not delay payment to the Seller for the original order.
Seller will not approve or accept returns or backcharges for labor, materials or other costa incurred by Purchaser or others in modification or
adjustment, service or repair of Seller furnished materials unless such return or backcharges are pursuant to Sella's warranty and have been authorized in writing
by an Officer of Seller or by assigned purchase order or work requisition.
12. PROPRIETARY INFORMATION
All information furnished by Seller is submitted solely for Purchaser's consideration in connection with this job and stall be not be used by Purchaser nor
disclosed to any third party without Seller's written consent.
13. DRAWINGS AND DESIGN
All drawings, descriptive miner, etc. submitted with this proposal are merely intended to give a general idea of the equipment described and a set of drawings may
be supplied for approval after acceptance. Seller reserves the right to change or modify the design and construction of any equipment in order to incorporate
improvements or to substitute material equal to or superior to that originally specified, and upon request, will assist with suggestions without liability for any
resulting loss or damage to Purchaser.
14. SOFTWARE AND LICENSE AGREEMENT
All software is provided under a non transferrable, non-exclusive license for its use. The purchaser, and if different, the end -user, shall be required to sign
Seller's End -User License Agreement upon accepting Seller's software documentation and using the software provided. All software and documentation are
copyrighted by Seller and contain valuable trade secrets. No copies of this software or documentation may be made except as authorized under the terms of the
license agreement except as required by law. The software and documentation are warranted agahnat functional defects found during a period of one year ater
delivery. Seller's sole obligation shall be to correct any such defect in a manner chosen by Seller in its sole discretion. Seller shall have no liability for any lost
profits or direct, indirect, incidental, consequential, or other damages arising from use of the software and documentation or any associated hardware.
15. NON ASSIGNMENT
Purchaser shall not assign this contract, nor any interest herein or rights hereunder, without the written consent of Seller and any attempted assignment shall be
voidable at Seller's sole option.
16. ENTIRE AGREEMENT
The contract expresses the entire agreement between the parties hereto and supersedes any previous comnuwications, representations or agreements, whether oral
or written, and is not subject to modification except by a writing signed by an authorized Officer of each party.
17. GOVERNING LAW
The contract shall be interpreted and governed by the laws of the State of Washington, including but not limited to any disputs, controversy or claim arising out of
the contract.
Form 977
Rev. 10/93
EXHIBIT "C"
S &B END USER LICENSE AGREEMENT
ACCEPTING THIS DOCUMENTATION AND USING THE SOFTWARE PROVIDED
CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.
S &B Inc. (S &B), the developer of this fully integrated Software Package grants you a personal, non-
transferable, non exclusive license to use the Software and Documentation enclosed in this package,
but only on the computers on which it is originally installed, or if a computer malfunctions, then
temporarily installed on a back -up computer.
The Software and Documentation are copyrighted by S &B and contain valuable trade secrets of
S &B. You may not make any copies of the Software or Documentation, except a necessary back-up
copy; you may not transfer the Software or Documentation or otherwise make it available to anyone
else; and you may not disassemble, decompile, update, revise or enhance the Software.
The Software and Documentation are warranted against functional defects found during a period of
one year after delivery. S &B's sole obligation shall be to correct any such defect in a manner so
chosen by S &B at its sole discretion.
The media on which the Software is recorded shall be replaced without charge by S &B Inc. if the
media should prove defective within one year after delivery.
This warranty (1) does not extend to defects arising from changes made to Software and the
hardware with which it is intended to operate, (2) will be rendered void by any evidence of tampering
with the Software, and (3) does not extend to any hardware components, subsystems peripherals, or
other non -S &B developed software, whether or not supplied by S &B.
Except as provided above, the Software and Documentation are licensed to you (and any hardware
delivered by S &B is delivered to you) "AS IS" with the original manufacturer's warranty. S &B
DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
S &B shall have no liability for any lost profits or direct, indirect, incidental, consequential, or other
damages arising from the use of the Software or Documentation or any associated hardware.
WARRANTY REGISTRATION NO. Effective Date:
Issued To: City of Port Angeles
Receipt of Documentation Acknowledged By: Date:
1CONTRAC11PORT ANGELES.SCADA.doc