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SALES AND SERVICE AGREEMENT FOR <br />FLEET, PUBLIC WORKS AND FACILITIES SOFTWARE <br />1. Recitals <br />CASCADE SOFTWARE SYSTEMS, INC., (hereinafter "Contractor") is a provider of computerized <br />automation software systems having a business address of COUNTRY CLUB ROAD SUITE 320, EUGENE <br />OR 97401. Contractor has submitted a Proposal to JEFFERSON COUNTY (hereinafter "County") for a Fleet, <br />Public Works and Facility Software System (hereinafter "System") comprised of software to be installed, <br />implemented, and supported at the County's location. <br />County desires to have Contractor install and support the System at County's business location. <br />This Agreement is awarded by County pursuant to the success of Contractor in its response to the Jefferson <br />County Request for Proposal dated July 7, 2014. <br />It is required that Contractor meet the requirements of this RFP with current software that may be tailored, if <br />necessary, to meet Jefferson County needs, and other currently available products and services. This approach <br />will ensure that minimum time and effort is spent in developing new products and that the system will be <br />competitively priced. <br />2. Term Of Agreement <br />This Agreement and the rights granted herein shall remain in effect until terminated in accordance with Sections <br />18 (Termination for Default), and 19 (Termination for Public Convenience), or by the mutual consent of the <br />parties which shall be in writing. <br />3. Definitions <br />3. l.Definition of System: The subject matter of this Agreement is an integrated fleet -management, <br />public -works -management and facilities -management software system ("the System") to be <br />provided by Contractor. The System is comprised of the software, accompanying documentation, <br />and services set forth in Contractor's response to the County's RFP dated July 7, 2014. <br />3.2.Definition of Current Software: "Current software" means executable applications or system <br />software products which are purchased in a manner without modification to the source code of the <br />application. "Current software" shall include products such as operating systems, and any substitute <br />or additional applications or operating systems (consistent with meeting the County's need as set out <br />in its RFP dated July 7, 2014) which may be acquired by the County from the Contractor. Standard <br />shelf software may require extensive modification/ tailoring, and configuration at levels other than <br />the source code level prior to its use in our business applications. <br />3.3.Definition of Custom Software: "Custom software" means application products which are modified <br />in a material way at the source code level prior to their normal use by the County. <br />3A.Definition of Services: "Services" means the labor performed by Contractor or its sub -contractors <br />identified in Section 4.0, and any substitute or additional services (consistent with meeting the <br />County's need as set out in its RFP dated July 7, 2014) which may be acquired by County from <br />Contractor. <br />3.5.Definition of Contracting Officer: The official executing this Agreement for Jefferson County and/or <br />his or her designee or representative. <br />3.6.Definition of Software: "Software" means Current Software and Custom Software. <br />Fleet, Public Works and Facilities Software, Page 1 of 14 <br />