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THE CORPORATION OF TIIE MUNICIPALITY OF CLARINGTON
BY-LAW 97-202
Being a By-law to authorize a license,
maintenance, and escrow agreement
between the Municipality of Clarington
and Vailtech Inc., Nepean Ontario for the
purchase of Tax Software.
THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY
ENACTS AS FOLLOWS:
1. THAT the Mayor and Clerk are hereby authorized to execute on behalf of the Corporation of
the Municipality of Clarington,and seal with the Corporate Seal,a contract between Vailtech
Inc. and said Corporation per approved report TR-75-97. (Attachment A)
2. THAT the contract attached hereto as Schedule "A" form part of this By-law.
By-law read a first and second time this 29th day of September, 1997.
By-law read a third time and finally passed this 29th day of September, 1997.
MAYOR
CLFRY
x
ATTACHMENT "A"
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
REPORT
Meeting: SPECIAL COUNCIL MEETING Fite#, ,23,
Date: August 18, 1997 Res. # r —J_4 L
By-Law# 17-/ 7
Report#: Tp 75 f)7 File#:
Subject: REPLACEMENT OF TAX SOFTWARE
Recommendations:
It is respectfully recommended to Council the following:
1. THAT Report TR-75-97 be received;
2. THAT authorization be granted for the purchase of Property Tax computer software
and that the contract be awarded to Vailtech Inc. in the approximate amount of
$45,000;
3. THAT authorization be granted for the Treasurer to proceed with the purchase of
Oracle database software at an approximate cost of $30,000 from Oracle Inc. and
a UNIX database server at an approximate cost of $35,000 from 3C Complete
Computer Consulting Inc., required for the operation of the new tax software, the
GIS software and future replacement of financial software to accommodate year
2000 issues;
4. THAT authorization be granted for the Treasurer to proceed with the purchase of
required hardware necessary to accommodate changes to the format of the tax tape
from the provincial assessment office at an approximate cost of $5,000 from 3C
Complete Computer Consulting Inc.;
5. THAT consulting on an "as required" basis for the required changes be approved;
6. THAT the Working Funds Reserve be renamed the Working Funds and Rate
Stabilization Reserve and that the by-law be amended to provide, that on an
annual basis any surplus for the year automatically be transferred into this
Reserve to be accessed annually, as required for tax rate stabilization purposes
through the budget process;
7. THAT the existing surplus as reported in the 1996 year end financial statements
be transferred into the renamed Working Funds and Rate Stabilization Reserve;
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TR-75-97 Page - 2 -
8. THAT the Premier Mike Harris be notified that the Municipality of Clarington is
concerned that the legislative changes being implemented with respect to current -•
value assessment will have a significant financial impact on the Municipality of
Clarington;
9. THAT the cost of the computer software, hardware and consulting required to
accommodate tax changes as a result of Bill 106 be financed from the Working
Funds and Rate Stabilization Reserve;
10. THAT the Purchasing By-Law be waived for the above recommendations; and
11. THAT the amended By-Law (Attachment #1) be forwarded to Council for
approval.
BACKGROUND AND COMMENT:
1.0 On May 27, 1997, the Fair Municipal Finance Act 1997 (Bill 106) received royal assent.
t; This legislation has a significant impact on the Tax Department and the requirements of
the computer software. Examples include items such as, phasing-in requirements, tax
ratios, property tax classes and farm and managed forests percentage discounts.
1.1 The existing tax software has been modified/customized over the years but has not been
replaced since approximately 1986. The existing software cannot accommodate the
requirements of Bill 106. The software would have to be entirely rewritten/redesigned at
a cost in excess of the replacement costs.
1.2 Also, major staff resources would be required in any redesign. It is far more cost
effective to purchase new software already designed to accommodate the changes of Bill
106.
1.3 As Council is aware from the auditor's management letter to Council for the 1996 year
end audit, the Municipality's current financial software cannot accommodate year 2000
issues. It was anticipated that full replacement of the financials (including tax) would be
presented to Council for approval through the 1998 Capital Budget process, The
recommendations in this report result in advancing the timing of the tax module
replacement and the required hardware and database software. It is still anticipated that
the balance of the financial software will be addressed through the 1998 Capital Budget
process.
1.4 Municipal staff have participated in several vendor demonstrations with other area
municipalities in the Region of Durham. Due to short time requirements in order to
install and implement in time for the effective date of January 1, 1998 of Bill 106, it is
not feasible to issue a full Request for Proposal. There are a very limited number of
software packages available that can accommodate all of the changes in the time frame
required.
1.5 The area municipal staff have specifically looked at two systems, Vailteeh and Sierra for
the tax module. Both systems have full integration capabilities with current full financial
systems in the marketplace. The Region of Durham will be forwarding to Treasury staff
• TR 75 97 Page _3_
r significant information they have accumulated with respect to replacement of the financial
software. None of these financial packages include a tax module. The tax component is
purchased separately but fully integradable into the systems available.
1.6 Based on a comparison of Vailtech and Sierra, both appear to have fairly complete
functionality. However, Sierra does not have a counter cash receipt system and is
significantly more expensive than Vailtech.
1.7 Staff have reviewed recent Request for Proposals issued by London, St. Catherines and
Ottawa. Vailtech was awarded the contract in all three cases.
1.8 Due to the large number of municipalities in a similar situation as Clarington, in order to
ensure delivery time frames, it is necessary to make a commitment to the software vendor
as soon as possible.
WORKING FUNDS RESERVE
2.0 Bill 106 Part Two, indicates that in future, the full amount of any surplus must be
applied in the subsequent year's budget process. Currently, the Municipality through the
budget process, draws in only the portion necessary to meet budget requirements. The
balance is carried over to future years to provide for longer term stability. In order to
secure this ability to provide some stability in the longer term, it is necessary to transfer
the balance of the surplus into a reserve.
2.1 It is also recommended that this practice be established on an annual basis and the by-
law for the Working Funds Reserve be renamed and amended to put this into effect.
CONCLUSIONS:
3.0 Bill 106 has resulted in many required changes that must be accommodated at the
municipal level. Consulting services may be necessary as implementation of a tax system
proceeds and it is proposed that they be used on an "as required" basis.
3.1 It is recommended that the required purchases be financed from the amended Working
Funds and Rate Stabilization Reserve (balance approximately $900,000) and that the
Purchasing By-Law be waived for all of the purchases due to the restricted time frames
and small number of companies that can accommodate the legislative changes, current
and future.
Respectfully submitted, Reviewed by,
1 r,
ar A. Varano, H.BSc., A.M.C.T., W.H. toc well,
Treasurer. Chief Administrative Officer.
MM/NT/hjl
Attachment
TILE CO1t1'O1tAT1.ON OF THE 51UNICIPALITY OF CLARINGI'ON
11Y-LAW NUMBER 97- E.
Being a by-law to amend By-Law #88-159,
being a by-law to establish a policy
respecting Working Funds Reserves.
WHEREAS the Council of the Corporation of the Municipality of Clarington considers it
desirable to re-establish the policies respecting Working Funds Deserves;
AND WHEREAS Section 163(2) of the Municipal Act R.S.O. 1990, as amended, provides, that
"every Municipality and every board, commission, body or local authority established or
exercising any power or authority with respect to municipal affairs sunder any general or special
Act in an unorganized township or unsurveyed territory may in each year provide in the estimates
for the establishment or maintenance of a Deserve Fund for tiny purpose for which it has
authority to spend funds:
' NOW THEREFORE, Be It Enacted and It Is Enacted as a By-law of the Corporation of the
Municipality of Clarington that By-Law #88-159 hereby be amended as follows:
• That the Working Funds Reserve be renamed as the Working Funds and Date
Stabilization Reserve;
0 That the policy respecting the Working Funds Reserve be amended to include:
4. 'That on an annual basis, any surplus for the year automatically be
transferred into this reserve to be accessed annually through the budget
process for mill rate stabilization purposes.
By-Law read a first and second time this 1£31h day of August 1997.
By-Law read a third time and finally passed this 18th day of August 1997.
Mayor
Clerk
THE CORPORATION OF THE TOWN OF NEWCASTLE
r BY-LAW 88- 159
being a by-law to establish a policy respecting
Working Funds Reserves
WHEREAS the Council of the Corporation of the Town of Newcastle considers it
desirable to the policies respecting Working Funds Reserves;
AND WHEREAS Section 308 (1) of The Municipal Act, R.S.O. 1930, as amended,
provides, that "every Municipality and every board, commission, body or local
authority established or exercising any power or authority with respect to
municipal affairs under any general or special Act in an unorganized township
or unsurveyed territory may in each year provide in the estimates for the
establishment or maintenance of a Reserve Fund for any purpose for which it
has authority to spend funds:
NOW THEREFORE BE IT ENACTED AND IT IS ENACTED AS A BY-LAW OF THE CORPORATION
OF THE TOWN OF NEWCASTLE AS FOLLOWS:
Policy:
1. That a policy is hereby established whereby an amount be included in
the annual estimates of the Town to be transferrred to the Working
Funds Reserve.
2. That the balance in the Working Funds Reserve by allowed to float within
target limits of 5% to 10% of the current year's total Municipal portion
of the tax billing.
3. That the Treasurer be authorized, after any given year-end, to transfer
to the General Capital Reserve, any funds that are no longer required to
meet the cash requirements of the previous year.
By-Law read a first time this 24th day of October 1988
By-Law read a second time this 24th day of October 1988
By Law read a third and final time this 24th day of October 1988
Mayor
//
Acting. Clerk
Schedule "A"
VAILTECH
SOFTWARE LICENSE AGREEMENT
Date: September 10, 1997
BETWEEN:
VAILTECH INC., having its head office at 58 Antares Drive, Suite 200, in the City of
Nepean, in the Province of Ontario
(hereinafter called "VAILTECH")
OF THE FIRST PART
-and-
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
(hereinafter called "CITY")
OF THE SECOND PART
a
By the initial installation of VAILTECH software listed in Addendum 1 the CITY agrees
to the provisions of this agreement.
1. LICENSE
VAILTECH hereby licenses the software identified in Addendum 1 (the "Software")
under the following terms and conditions.
CITY MAY:
Use the Object Code of the Software subject to the restrictions specified below,
A. Reproduce copies and use all or part of the object code of the Software for the
CITY's purposes of disaster recovery, testing, back-up and other system
administration activities; required for the normal operation of the Software, and
B. Use and reproduce copies of part or all of the user and technical documentation for
the Software furnished to CITY pursuant to this Agreement.
CITY MAY NOT:
A. Transfer the "Software" to another party;
B. Use, copy, or transfer copies of the "Software" except as provided in this License
Agreement;
C. Alter, merge, modify, or adapt the "Software" in any way including disassembling
or decompiling;
D. Loan, rent, lease, or sublicense the "Software" or any copy.
2. TERMINATION OF LICENSE
This license is effective until terminated. It may be terminated by the CITY by
destroying the software media and the back-up copies. It will terminate automatically
if the CITY fails to comply with any of the terms of this License Agreement, and on
any such termination the CITY will destroy the software media and the back-up
copies.
3. RIGHTS
VAILTECH retains all rights not expressly granted. Nothing in this License
Agreement constitutes a waiver of VAILTECH'S rights under the Canadian
Copyright laws or any other federal or provincial law.
Vailtech Software License Agreement 2
4. WARRANTY
A. VAILTECH warrants that the "Software" packages will be free from defects in
design, manufacture, or materials and will perform substantially in accordance with
the accompanying Product Manual(s)for a period of 90 days from either the date
of installation, or the completion date of training services for each "Software"
package shown in Addendum 1, whichever date is the latest. Any implied
warranties on the "Software" are limited to 90 days.
B. CITY remedies-VAILTECH'S entire liability and the CITY'S exclusive
remedy shall be at VAII.TECH'S option(a) return of the price paid or(b) repair
or replacement of the "Software" that does not meet VAILTECH'S Warranty.
No other warranties -VAILTECH disclaims all other warranties, either express or
implied, including but not limited to implied warranties of merchantability and fitness
for a particular purpose, with respect to the software, the accompanying product
manual(s) and written materials.
No liability for consequential damages -In no event shall VAILTECH be liable for
any other damages whatsoever(including, without limitation, damages for loss of
business profits, business interruption, loss of business information, or other pecuniary
loss) arising out of the use of or inability to use the VAH.TECH software, even if
VAILTECH has been advised of the possibility of such damages, in any case,
VAH.TECH'S entire liability under any provision of this agreement shall be limited to
the amount actually paid by the CITY for the "Software".
This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario applicable therein and shall be treated, in all respects, as an
Ontario contract. The Parties irrevocably submit to the non-exclusive jurisdiction of
the courts of Ontario.
5. GUARANTEE OF OWNERSHIP
VAILTECH warrants that it is the sole owner of the software package and has full
power and authority to grant the rights herein without the consent of any other person
and will indemnify and hold the CITY harmless from any loss, cost, liability, and
expense arising out of any breach or claimed breach of this warranty.
Vailtech Software License Agreement 3
1 •
6. PAYMENT PLAN
Billing Schedule Bill Parameters Amount
Upon signing of Agreements, and 10% of application 4,500.00
issuance of Purchase Order.
After software installation 30% of application 13,500.00
After Tax system training 40% of application 18,000.00
Implementation and Training Implementation and 27,000.00
Services billed following delivery of Training Services
service. Applicable expenses are
billed separately. The schedule for
service payments are shown in the
table below.
After parallel run 10% of application 4,500.00
Acceptance Holdback 10% of application 4,500.00
Billed as incurred Applicable expenses
Billed 90 days following the Maintenance Fees Pro-rate of
completion date of training services. I I $6,750.00/annum
The prices shown in the table above do not include taxes.
Billing Schedule or Implementation Services
Service Payment
Fit Analysis and Form Specification 2,250.00
Data Conversion Layout Session 750.00
Software installation 3,750.00
Forms Generation, delivery and testing 12,000.00
Interface engineering for Bank, PAP, and 2,250.00
Mortgage Co.
User Training 1 week 3,750.00
Parallel Testing 2,250.00
Total $27,000.00
Vailtech Software License Agreement 4
7
Service Payment
Data Conversion Per diem rate$750.00 per day, plus
applicable expenses.
Customizations Per diem rate $750.00 per day, plus
applicable expenses.
Interface Programming Per diem rate $750.00 per day, plus
applicable expenses.
The prices shown in the table above do not include taxes.
IN WITNESS WHEREOF the parties have executed this Agreement.
CORPORATION OF VAILTECH INC.
MUNICIPALITY OF CLARINGTON
Per: Per:
Diane Hamre, Mayor
Authorized nin Officers Authorized Signing Officer
Patti L. Barrie, Clerk
Printed Names of Signing Officers Printed Name of Officer
Vice (-crs dc-,v+
Title Title
2 2J r 61 t`1`1
Date September 29, 1997 Date
Vailtech Software License Agreement 5
ADDENDUM 1
Software Price
VTAX, TAX BILLING 45,000.00
The prices shown in the table above do not include taxes.
Vailtech Software License Agreement 6
VAILTECH
SOFTWARE MAINTENANCE AGREEMENT
Date: September 10, 1997
BETWEEN:
VAILTECH INC., having its head office at 58 Antares Drive, Suite 200, in the City of
Nepean, in the Province of Ontario
(hereinafter called "VAILTECH")
OF THE FIRST PART
-and-
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
(hereinafter called the "CUSTOMER")
OF THE SECOND PART
Vailtech Software Maintenance Agreement 1
INTERPRETATION
(a) "Software" means that computer software described in Table 1, and includes support
level supplements (bug fixes), and new releases.
(b) "Support level supplement(s) (bug fixes)", is code sent to the CUSTOMER'S site that
alleviates a coding error detected in existing software.
(c) A"new release" of software is synonymous with a "new version" of software. A new
release includes all bug fixes since the last release of software, and includes new
product functions, as well as compliance with Federal/Ontario legislative changes.
(d) "Party" means either of the CUSTOMER or VAILTECH and "Parties" means both
of them;
(e) "Specifications" mean VAII.TECH's accompanying Software Product Manual(s).
(f) "Principal Period of Software Support" shall mean Monday through Friday, excluding
statutory holidays , between 8:30 a.m. and 5:00 p.m. local time.
This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario applicable therein and shall be treated, in all respects, as an Ontario
contract. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of
Ontario.
VAILTECH agrees to perform Software Maintenance upon the terms and conditions
hereinafter set out.
1) TERM OF THE AGREEMENT.
This Agreement shall be effective on the date hereof, or for a new product sale on the date
following the warranty period ("initial term"), terminating on December 31 of the same
year. The Agreement shall be automatically renewed for subsequent twelve (12) month
periods unless terminated by either party upon sixty(60) days prior written notice. This
Agreement will enter a status of pending termination should the annual support payment
► be outstanding more than sixty(60) days from receipt of invoice. VAILTECH will notify
the CUSTOMER in writing of such pending termination, and the CUSTOMER will be
allotted a period of thirty(30) days for payment resolution.
2) RESPONSE TIME
The provision of"on call" support to respond to emergency calls of suspected software
failure within four(4) hours during VAILTECH's "Principal Period of Software
Support".
a) Problem Diagnosis: VAILTECH will provide problem diagnosis for the Software
and, where possible, will supply corrections for problems that VAILTECH diagnoses
as defects in the Software. VAILTECH will perform these services in a timely manner
Vailtech Software Maintenance Agreement 2
consistent with the urgency of the situation. Corrective action will follow the
following general guidelines:
Severity 1: a critical problem has been encountered such that the Software is
inoperable. VAILTECH will respond immediately to diagnose the problem.
VAILTECH and CUSTOMER personnel will work diligently and continuously to
correct the problem as quickly as possible.
Severity 2: a problem has been encountered that does not prevent use of the Software,
but the system is not operating correctly. VAILTECH will diagnose the problem and
advise CUSTOMER of a work-around as quickly as possible. If requested by
CUSTOMER, and confirmed to be required by VAILTECH,VAILTECH will
provide a Software patch outside the normal release/quality assurance process.
Severity 3: a minor problem has been encountered. The Software is useable but could
be improved by correction of a minor defect, or useability enhancement. VAII.TECH
will assess the problem and, depending on priorities, schedule a fix for the next release,
advise CUSTOMER that this will not be corrected, or offer this change to
CUSTOMER as a chargeable customization if CUSTOMER determine it is
desirable.
Software problem support services do not include on-site maintenance or support
which, subject to availability of personnel, will be offered to CUSTOMER at a
separate charge. The CUSTOMER may request support services beyond
VAILTECH's "Principal Period of Software Support" for defined intervals of time
such as the SAS load, and the interim and final tax billing periods. The rate for such
extended coverage can be quoted on demand and will be based on a per diem daily
rate of$750.00 per day.
3) SOFTWARE SUPPORT SERVICES
Software Maintenance shall be defined to include the following:
a) VAILTECH shall provide support level supplements(bug fixes) of software
specified by VAILTECH as such(and which shall be deemed to not include new
releases of the software) and new releases that are generally provided at no charge
to other VAILTECH support customers. In the event of new legislation or
amendments/revisions to the current legislation, VAILTECH will supply a new
release of the software to the CUSTOMER in a time frame that allows the
CUSTOMER to conform to the requirements of the said legislation.
b) where a problem occurs which the CUSTOMER determines to be due to the use
of the Software and is confirmed by VAILTECH to be a problem caused by a
defect in an unaltered current release of the Software supplied by VAILTECH,
then VAILTECH shall supply the CUSTOMER with a complete diagnostic of
Vailtech Software Maintenance Agreement 3
the problem, corrective information to the extent available, advise the
CUSTOMER of any planned resolution and make a reasonable effort to correct
material defects confirmed by the Parties in the Software.
c) The CUSTOMER understands and agrees that all solutions, corrections,
improvements, and new releases supplied by VAILTECH should be promptly
implemented in the Software. The CUSTOMER further recognizes that its failure
to so implement such solutions, corrections, improvements, and new releases may
render the Software unuseable or nonconforming to the Documentation, and the
CUSTOMER agrees to assume all risks therefrom, and release VAILTECH from
all liability in respect thereof.
d) VAILTECH agrees to deal on a direct basis with hardware vendors, and third
parry software suppliers whom the Parties have agreed to interface with in order
to mutually agree on the resolution of any problems that cannot be conclusively
identified with either of the parties as noted in this clause or VAILTECH.
4) CHARGES
a) CUSTOMER support charges shall begin with the "initial term" of this Agreement for
each software item listed in Table 1, and the fee specified therein shall be due and
payable upon receipt of invoice. Subsequent support charges shall be invoiced annually
in advance. CUSTOMER support charges may be changed once per twelve (12)
month period, upon sixty(60) days prior written notice from VAILTECH.
VAILTECH offers as a chargeable service to download the CUSTOMER'S SAS
information onto a readable media. This cost is extra to any maintenance fees. The
chargeable service entails the download of SAS information from a media type issued
by the Ministry onto a media type compatible with the CUSTOMER's tape
technology for upload to the CUSTOMER's database. This service may be redundant
with the advent of CDROM technology. This service may also be restricted to certain
types of tape technologies.
b) Charges in Table 1 do not include any provincial sales tax, GST, federal or other taxes
however designated, whether levied or based on the charges. Any additional taxes or
charges however described, which are levied on or measured by the Agreement or the
price of the services furnished by VAILTECH shall be calculated in addition to the
charges itemized in Table 1. The CUSTOMER agrees to pay VAILTECH the
amounts of such additional taxes and charges or to provide the necessary evidence to
obtain an exemption from payment thereof.
5) EXCLUSIONS
a) VAILTECH'S obligation to provide support services under this Agreement is
contingent upon the proper use of the Software and it will not apply if services are
required because of accident, neglect, misuse, CUSTOMER error, failure or
fluctuation of electrical power, air conditioning or humidity control failure, fire,
vandalism, water, transportation, unauthorized attempts to change or correct the
Vailtech Software Maintenance Agreement 4
Software, or causes other than normal use, or by any other causes external to the
operation of the equipment itself.
b) VAH TECH will not be responsible for the failure of the Software to perform because
of any difficulties that may be caused by hardware changes to the platforms or
upgrades that may be made by the supplier of the operating system software tosuch
platforms, unless such changes have been discussed and verified as compatible by
VAILTECH.
6) WARRANTY
Please refer to the Vailtech License Agreement.
7) AGREEMENT
This Agreement, constitutes the entire agreement between the Parties pertaining to the
subject matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties and there are no warranties or
representations between the Parties in connection with the subject matter hereof except as
specifically set forth herein. No supplement, modification, waiver or amendment of this
Agreement shall be binding unless executed in writing by the Party to be bound thereby.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision(whether or not similar)nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
Vailtech Software Maintenance Agreement 5
IN WITNESS WHEREOF the parties have executed this Agreement
THE CORPORATION OF THE VAILTECH INC.
MUNICIPALITY OF CLARINGTON
Per:
Diane iiamre, Ma701:
Authorized SigDing Officers Authorized Signing Officer
f
att' Bar e, Clerk
Printed Names of Signing Officers Printed Name of Officer
-�fq z - 2 22�igI
Date September 29, 1997 Date
Table 1
SOFTWARE MAINTENANCE PER YEAR
VTAX, Tax System $6,750.00
TOTAL $6,750.00
Prices in the table above do not include taxes.
Vailtech Software Maintenance Agreement 6
VAILTECH
1.0 SOURCE AVAILABILITY,ACCESS AND ESCROW:
(a) In the event that VAILTECH withdraws generally from the support of the
VAILTECH Software, and VAILTECH has not provided for continuation of such
support by a third party, and the Software has been under continuous support by
VAILTECH, VAILTECH agrees if so desired by the CUSTOMER to keep, and
maintain current, a copy of the VAILTECH source code, except for software owned,
licensed, copyrighted, or authored by third parties(the "Source Code"), on sealed
computer media in escrow on the CUSTOMER's site. The CUSTOMER, agrees to
place the Source Code in a secure location and maintain controlled access to same.
Upon taking possession thereof the CUSTOMER agrees that the Source Code shall
be subject to the same restrictions as apply to the Software under the Software
License Agreement. The CUSTOMER agrees that VAILTECH can at any time
inspect the Source Code held in escrow to verify compliance with this clause as it
pertains to the integrity and security of the Source Code.
(b) The CUSTOMER shall use the Source Code solely for the purpose of modifying and
maintaining the Software for its own internal use. The CUSTOMER is and shall
remain subject to all of the same terms, conditions and restrictions on ownership, use,
reproduction and disclosure of the Source Code as pertains to the object code version
of the Software including, without limitation, those terms, conditions and restrictions
on ownership, use, reproduction and disclosure contained in the Software License
Agreement.
2.0 RIGHT TO MODIFY SOURCE
Unless otherwise provided, the CUSTOMER shall only have the right to modify the
Software if provided with the Source Code pursuant to Section 1.0. Those terms and
conditions respecting the development, use and ownership of any enhancements,
modifications and improvements("Modifications") of the Software to be developed by the
CUSTOMER shall be negotiated by the parties in good faith prior to the commencement
of such development.
Vailtech Escrow Agreement 1
° lk
ACCEPTANCE
THE CORPORATION OF THE VAILTECH INC.
MUNICIPALITY OF CLARINGTON
Z�zz�9- 6- ,&,�
Diane Hamre, Mayor
Authorize nin Officers Authorized Signing Officer
r
at L. £, rie, Clerk
Printed Names of Signing Officers Printed Name of Officer
2 2, i q q,7
Date September 29 1997 Date
Vailtech Escrow Agreement 2