HomeMy WebLinkAbout01-23-17 CC Mtg - C6. PSA with Tyler Technologies for Time and Attendence SoftwareCommission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Bethany Jorgenson, Human Resources Manager
SUBJECT: Authorize City Manager’s Signature On Professional Services Agreement
With Tyler Technologies
MEETING DATE: January 23, 2017
AGENDA ITEM TYPE: Consent
RECOMMENDATION: City Commission authorizes the City Manager’s signature on the
Professional Services Agreement and Scope of Services between the City of Bozeman and Tyler
Technologies.
BACKGROUND: The City would like to begin working with Tyler Technologies and
SunGard to purchase and implement ExecuTime Time and Attendance software. This item was
approved in the CIP and the FY17 budget.
UNRESOLVED ISSUES: No unresolved issues.
ALTERNATIVES: As suggested by the City Commission
FISCAL EFFECTS: This software will have a fiscal effect of approximately $30,000, which
will be charged to Human Resources.
Attached Documents: Professional Services Agreement
Scope of Services
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SERVICES AGREEMENT
This Services Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client desires to have Tyler perform certain professional services related to Tyler’s proprietary
software products and Tyler desires to perform such services under the terms of this Agreement;
WHEREAS, Client will obtain such services pursuant to an Agreement and Sales Quotation #Q-00022924 from
SunGard ® Public Sector (“SunGard”);
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this
Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
“Agreement” means this Services Agreement.
“Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy
is attached as Exhibit A.
“Client” means the City of Bozeman, Montana.
“Documentation” means any online or written documentation related to the use or functionality of the
Tyler Software that we provide or otherwise make available to you, including instructions, user guides,
manuals and other training or self-help documentation.
“Effective Date” means the date on which your authorized representative signs the Agreement.
“Force Majeure” means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause
that could not with reasonable diligence be foreseen or prevented by you or us.
“Tyler” means Tyler Technologies, Inc., a Delaware corporation.
“Tyler Software” means our proprietary software and related interfaces.
“we”, “us”, “our” and similar terms mean Tyler.
“you” and similar terms mean Client.
SECTION B –PROFESSIONAL SERVICES
1. Services. We will provide you the ExecuTime services indicated in the SunGard sales quotation referenced
above.
2. Professional Services Fees. You agree to pay SunGard the professional services fees in the amounts set forth
in such sales quotation to you. You acknowledge that the fees stated therein are good-faith estimates of the
amount of time and materials required for the agreed scope of services. You will be billed the actual fees
incurred based on the in-scope services provided to you. Those amounts are payable as delivered or as
otherwise agreed between you and SunGard.
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3. Additional Services. If additional work is required, or if you use or request additional services, we will
provide you with an addendum or change order, as applicable, outlining the costs for the additional work.
The price quotes in the addendum or change order will be valid for thirty (30) days.
4. Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging travel
reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than
two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-
refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional
services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign
personnel in the event you cancel within two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with
industry standards. In the event we provide services that do not conform to this warranty, we will re-
perform such services at no additional cost to you.
6. Client Assistance. You agree to use all reasonable efforts to cooperate with and assist us as may be
reasonably required to timely perform the scope of services. This cooperation includes at least working with
us to schedule the services you have contracted for. We will not be liable for failure to meet any deadlines
and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such
cooperation and assistance (either through action or omission).
SECTION C – INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. SunGard will invoice you the fees for the services, plus any applicable expenses, as
delivered and/or incurred.
2. Invoice Disputes. If you believe any delivered service does not conform to the warranties in this Agreement,
you will provide us with written notice within fifteen (15) days of your receipt of the applicable invoice. The
written notice must contain sufficient detail of the issues you contend are in dispute. We will provide a
written response to you that will include either a justification of the invoice, an adjustment to the invoice, or
a proposal addressing the issues presented in your notice. We will work together as may be necessary to
develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues
presented in your notice. You may only withhold payment of the amount(s) actually in dispute until we
complete the action items outlined in the plan to City’s reasonable satisfaction. If we are unable to
complete the action items outlined in the action plan because of your failure to complete the items agreed
to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery
of all services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above.
SECTION D – TERM & TERMINATION
1. Term. The term of this Agreement shall commence on the date of execution and end one (1) year
thereafter. The parties may agree to renew the Agreement under the same terms and at mutually agreed
pricing.
2. Termination For Cause. Either party may terminate this Agreement for cause in the event the allegedly
breaching party does not cure, or create a mutually agreeable action plan to address, a material breach of
this Agreement within thirty (30) days of receiving a written notice of the alleged breach. Both parties agree
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to comply with Section F (1), Dispute Resolution, prior to termination. In the event of termination for cause,
you will pay us for all undisputed fees and expenses related to the services you have received, or we have
incurred or delivered, prior to the effective date of termination.
3. Termination For Convenience. Either party may terminate this Agreement for convenience upon thirty (30)
days written notice to the other party. In the event of such termination, you will pay us for all undisputed
fees and expenses related to the services you have received, or we have incurred or delivered, prior to the
effective date of termination.
4. Termination for Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure
event suspends performance of scheduled tasks for a period of thirty (30) days or more. In the event of
termination due to Force Majeure, you will pay us for all undisputed fees and expenses related to the
software, products, and/or services you have received, or we have incurred or delivered, prior to the
effective date of termination.
SECTION E – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any
and all direct claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's
fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or
willful misconduct; or (b) our violation of a law applicable to our performance under this Agreement.
You must notify us promptly in writing of the claim and give us sole control over its defense or
settlement. You agree to provide us with reasonable assistance, cooperation, and information in
defending the claim at our expense.
2. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
3. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, A PARTY’S
LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE LESSER OF
(A) THE PARTY’S ACTUAL DIRECT DAMAGES OR (B) THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT.
THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY.
THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS
E (1).
4. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
5. Insurance. During the course of performing services under this Agreement, each party agrees to maintain
insurance for the following policies: Commercial General Liability with limits not less than $1,000,000 per
occurrence/$2,000,000 annual aggregate, Professional Liability with limits not less than $1,000,000 per
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claim/$2,000,000 annual aggregate, and Workers Compensation complying with applicable statutory
requirements. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional
or named insured on a primary non-contributory basis on the Commercial General Liability policy. Tyler
will notify City within two (2) business days of Tyler’s receipt of notice that any required insurance will be
terminated. Tyler will provide you with copies of certificates of insurance upon your written request.
SECTION F – GENERAL TERMS AND CONDITIONS
1. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware
of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if
requested by either party, appointing a senior representative to meet and engage in good faith negotiations
with our appointed senior representative. Senior representatives will meet within thirty (30) days of the
written dispute notice, unless otherwise agreed. All meetings and discussions between senior
representatives will be deemed confidential settlement discussions not subject to disclosure under Federal
Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall
prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
2. Taxes. The fees listed in this Agreement do not include any taxes, including, without limitation, sales, use, or
excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise,
we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you
have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for
paying our income taxes arising from our performance of this Agreement.
3. Nondiscrimination. Neither party will unlawfully discriminate against any person employed or applying for
employment concerning the performance of Tyler’s responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment,
or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color,
religion, national origin, age, sex, sexual orientation, gender identity, ancestry, disability that is unrelated to
the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or
political affiliation. Each party posts, where appropriate, all notices related to nondiscrimination as may be
required by applicable law.
4. E-Verify. Both parties have complied, and will comply, with the E-Verify procedures administered by the
U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
5. Subcontractors. We will not subcontract any services under this Agreement without your prior written
consent, not to be unreasonably withheld.
6. No Assignment. Neither party may assign this Agreement without the prior written consent of the other
party; provided, however, that your consent is not required in the event we have a change of control.
7. Force Majeure. Neither party will be liable for delays in performing its obligations under this Agreement to
the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days
of the Force Majeure event, the party whose performance is delayed provides the other party with written
notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to
the estimated duration of the Force Majeure event.
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8. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us.
No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make
any claim or assert any right under this Agreement. This provision does not affect the rights of third parties
under any Third Party End User License Agreement(s).
9. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with
respect to the subject matter hereof, and supersedes any prior agreements, understandings, and
representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be
modified by a written amendment signed by an authorized representative of each party.
10. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
11. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either
party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this
Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this
Agreement thereafter.
12. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
13. Notices. All notices or communications required or permitted as a part of this Agreement must be in writing
and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b)
upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving
party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after
deposit with the United States Postal Service authorized mail center with proper postage (certified mail,
return receipt requested) affixed and addressed to the other party at the address set forth on the signature
page hereto or such other address as the party may have designated by proper notice. The consequences
for the failure to receive a notice due to improper notification by the intended receiving party of a change in
address will be borne by the intended receiving party.
14. Business License. In the event a local business license is required for us to perform services hereunder, you
will promptly notify us and provide us with the necessary paperwork and/or contact information so that we
may timely obtain such license.
15. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State
of Montana.
16. Multiple Originals and Signatures. This Agreement may be executed in multiple originals, any of which will
be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly
reproduced signature on this Agreement or any amendment hereto will be deemed an original signature
and will be fully enforceable as if an original signature.
17. Ownership. We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and
Documentation are protected by copyright and other intellectual property laws and treaties. We own the
title, copyright, and other intellectual property rights in the Tyler Software and the Documentation.
18. Contract Documents. This Agreement includes the following addendum and exhibit:
Confidentiality and Nondisclosure Addendum
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Exhibit A Business Travel Policy
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IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the
date(s) set forth below.
Tyler Technologies, Inc. City of Bozeman
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Bozeman
One Tyler Drive 121 North Rouse Avenue
Yarmouth, ME 04096 Bozeman, MT 59715
Attention: Associate General Counsel Attention:
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CONFIDENTIALITY & NON-DISCLOSURE ADDENDUM
This Confidentiality & Non-Disclosure Addendum applies to the Agreement between Tyler and Client (individually, a
“Party”; collectively, the “Parties”).
WHEREAS, a Party may disclose Confidential Information to the other Party in connection with this Agreement; and
WHEREAS, the Parties desire to protect their respective Confidential Information;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tyler and
Client agree as follows:
1. Confidential Information. As used in this Addendum, "Confidential Information" means
A. all nonpublic information, in whatever form transmitted, of either Party that a reasonable person would
believe to be confidential and includes, without limitation:
1. personal identifying information (e.g., social security numbers);
2. any and all intellectual property rights Tyler holds in the Tyler Software as of the effective date of this
Agreement, including patents, copyrights, and trademarks,;
3. trade secrets,; and
4. information relating to either Party’s business, methods, business plans, databases, systems, technology,
management, business development, operations, products, processes, and services, research,
development, inventions, recommendations, programs, systems, systems analyses, finances, financial
statements, financial projections, financing methods, marketing plans and strategies, pricing strategies,
Tyler customer information, sources, customer lists, system designs, terms and conditions of
arrangements of any business or clients or suppliers, reports, personnel procedures, methods of
competing, and other proprietary or confidential information;
B. that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") or otherwise
learned by the Receiving Party in the course of its discussions or business dealings with, or due to its physical
or electronic access to the premises or property of the Disclosing Party; and
C. has been identified as being proprietary and/or confidential or that would reasonably be deemed to be
proprietary and/or confidential based upon the circumstances surrounding its disclosure or receipt.
2. Meetings & Discussions. Each Party agrees that the existence or occurrence of any meetings or discussions
between the Parties will also be considered Confidential Information and will not be disclosed to any third party
(other than the agents and representatives of the Parties), except as may be required by law or in any legal
proceedings or as otherwise mutually agreed.
3. Exceptions. "Confidential Information" does not include information which
A. was available to the Receiving Party on a non-confidential basis prior to its receipt by the Receiving Party;
B. becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing
party, its representatives or its agents, provided that such source is not bound by a confidentiality agreement
with the Disclosing Party, its representatives or its agents or otherwise is prohibited from transmitting the
information to the Receiving Party by a contractual, legal or fiduciary obligation; or
C. was independently developed by the Receiving Party without access to or the benefit of the Confidential
Information.
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4. Use of Confidential Information. The Receiving Party, except as expressly provided in this Agreement or as required
by Montana’s public records laws, will not disclose Confidential Information to anyone without the Disclosing
Party's prior written consent. In addition, the Receiving Party will not use, or permit others to use, Confidential
Information for any purpose other than for the limited purpose or purposes for which the disclosure of the
Confidential Information is originally made and described above. Permitted use under this Agreement may include
disclosure of Confidential Information to employees, agents or representatives of the Receiving Party provided,
however, that the Receiving Party informs such person or persons of this Agreement, ensures that such parties are
bound to comply with the terms of the Agreement, and will be responsible for any breach of this Agreement by
such entities.
5. Exportation. Neither Party shall export, directly or indirectly, any technical data acquired from the other Party
pursuant to this Agreement or an product utilizing any such data to any country for which the United States
Government or any agency thereof at the time of export requires an export license or other governmental approval
without first obtaining such license or approval.
6. Governmental Request. Should the Receiving Party receive a request or otherwise be directed by a governmental
authority to disclose any or all of the Disclosing Party’s Confidential Information, the Receiving Party shall promptly
provide notice to the Disclosing Party of such request to allow the Disclosing Party an opportunity to prevent such
disclosure.
7. Ownership of Confidential Information. All Confidential Information will remain the exclusive property of the
Disclosing Party, and the Receiving Party will have no rights, by license or otherwise, to use the Confidential
Information except as expressly provided herein or in a separate written agreement specifically granting such
rights.
8. Protection of Confidential Information. The Receiving Party will take all reasonable measures to avoid disclosure,
dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to
protect its own confidential and proprietary information, and, in any event, at least in a manner considered
commercially reasonable. These measures include, without limitation, maintenance of sound technological and
business practices appropriate to the type of information involved.
9. Unauthorized Disclosure. The Receiving Party shall immediately notify the Disclosing Party upon the discovery of
any loss or unauthorized disclosure or use of the Confidential Information of the Disclosing Party.
10. Injunctive Relief. Each Party acknowledges and agrees that a breach by it or one of its affiliates,
employees or representatives of any of the covenants set forth in this Agreement will cause irreparable injury to
the other Party and its business for which damages, even if available, will not constitute an adequate remedy.
Accordingly, each Party, for itself and its affiliates employees and representatives, agrees that the other Party, in
addition to any other remedy available at law or in equity, shall be entitled to the issuance of injunctive relief
(including, without limitation, specific performance) by any court of competent jurisdiction in order to enforce the
covenants and agreements contained herein.
11. No Trading in Tyler Common Stock. The Client acknowledges that Tyler is a publicly traded company
listed on the New York Stock Exchange, and therefore, agrees that any material, nonpublic Confidential Information
regarding Tyler that is disclosed to the Client may not be used as a basis for trading in Tyler stock by the Client or its
representatives.
12. Cumulative Nature of Obligations. Each Party's obligations hereunder are in addition to, and not
exclusive of, any and all of its other obligations and duties to the other Party, whether express, implied, in fact or in
law.
13. Return of Materials. Upon termination or expiration of this Agreement, or upon receipt of written
request from the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential
Information of the Disclosing Party including, without limitation, all documents or other tangible materials
representing the Disclosing Party’s Confidential Information.
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Exhibit A
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
Tyler’s Travel Management Company (TMC) will provide an employee with a direct flight within two
hours before or after the requested departure time, assuming that flight does not add more than three
hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical
fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within
two hours before or after the requested departure time and that does not add more than three hours to
the employee’s total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount opportunities.
Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance
of commitments. A seven day advance booking requirement is mandatory. When booking less than seven
days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six
hours, only economy or coach class seating is reimbursable.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
Up to five days = one checked bag
Six or more days = two checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current
IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the
employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have
been designated a home office should calculate miles from their home.
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B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the
specific situation reasonably require their use. When renting a car for Tyler business, employees should
select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are
traveling together. Tyler carries leased vehicle coverage for business car rentals; additional insurance on
the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from
airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a
reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included
in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as
opposed to hours. Park and fly options located near some airports may also be used. For extended trips
that would result in excessive parking charges, public transportation to/from the airport should be
considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located
in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton
Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation
should note that discount and the employee should confirm the lower rate with the hotel upon arrival.
Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the
employee can take advantage of any lower club rates.
“No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s
cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with the federal per diem
rates published by the General Services Administration. Incidental expenses include tips to maids, hotel
staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at
www.gsa.gov/perdiem.
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A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are
governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon Dinner
Return Day
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as
follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on
an expense report. Employees on same day travel status are eligible to claim dinner in the event they
return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner
5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed
internet access and Tyler employees are encouraged to use such hotels whenever possible. If an
employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet
access at airports are not reimbursable.
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Add-On Quote
Quote Prepared By:
1000 Business Center Drive
Lake Mary, FL 32746
Phone: (800) 727-8088 Fax: (407) 304-3301
Email: denise.pratt@sungardps.com
Denise Pratt
Quote Prepared For:
(406) 582-2335
Bozeman, MT 59771-1230
City of Bozeman
121 North Rouse Ave.
Brian LaMeres, Controller/Software Application Manager
Quote Date Valid Until
Q-00022924 10/04/2016 01/02/2017
License Fees
Product Code Product Name Maintenance
Interface
Quantity Ext Price
TC-EXECUTIME NaviLine Time & Attendance Interface-ExecuTime 1 3,375.00 540.00
Totals: $3,375.00 $540.00
Third Party License Fees
Product Code Product Name Quantity Ext Price Maintenance
EXEC-TIM-ATT ExecuTime Time & Attendance 1 12,600.00 3,975.00
Totals: $12,600.00 $3,975.00
Professional Services
Product Code Product Name Proj Mgmt Training Impl Svcs Consulting Development Total Services
Interface
Installation Tech Svcs
TC-EXECUTIME NaviLine Time & Attendance Interface-ExecuTime Ext Price: - - - - - - 1,600.00 1,600.00
Totals: - - - - - - $1,600.00 $1,600.00
Product Code Product Name Proj Mgmt Training Impl Svcs Consulting Development Total Services
Services
Installation Tech Svcs
EXEC-TIM-ATT-S ExecuTime Time & Attendance-Services Ext Price: 640.00 - - - - - - 640.00
Totals: $640.00 - - - - - - $640.00
Product Code Product Name Proj Mgmt Training Impl Svcs Consulting Development Total Services
Third Party
Installation Tech Svcs
EXEC-IMP ExecuTime Implementation Services Ext Price: - - - - 8,500.00 - - 8,500.00
Totals: - - - - $8,500.00 - - $8,500.00
Product & Services
License Fees: $3,375.00
Professional Services: $2,240.00
SunGard Public Sector Page 1 of 4
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Third Party License Fees: $12,600.00
Third Party Professional Services: $8,500.00
Subtotal: $26,715.00
Discounts
License Fee Discount: $337.50
Product & Services Totals
Net License Fees: $3,037.50
Net Professional Services: $2,240.00
Net Third Party License Fees: $12,600.00
Net Third Party Professional Services: $8,500.00
Total: $26,377.50
Maintenance: $540.00
Third Party Maintenance: $3,975.00
EXEC-IMP: ExecuTime implementation services are performed by ExecuTime.
EXEC-TIM-ATT: Time clocks are available and can be purchased directly through ExecuTime.
Product Notes
End year Discount 3,150
End Year Discount 10% off the interface.
Comments:
License, Project Planning, Project Management, Consulting, Technical Services, Conversion, Third Party Product Software and Hardware Fees are due upon execution of
this Quote. Project Management Fees will be invoiced as one combined fee. Training fees and Travel & Living expenses are due as incurred monthly. Installation is due
upon completion. Custom Modifications, System Change Requests or SOW's for customization, and Third Party Product Implementation Services fees are due 50% on
execution of this Quote and 50% due upon invoice, upon completion. Unless otherwise provided, other Professional Services are due monthly, as such services are
delivered. Additional services, if requested, will be invoiced at then-current rates. Any shipping charges shown are estimated only and actual shipping charges will be due
upon invoice, upon delivery.
Annual Subscription Fee(s): Initial annual subscription fees are due 100% on the Execution Date. The initial annual subscription term for any subscription product(s) listed
above shall commence on the Execution Date of this Agreement and extend for a period of one (1) year. Thereafter, the subscription terms shall automatically renew for
successive one (1) year terms, unless either party gives the other party written notice of non-renewal at least sixty (60) days prior to expiration of the then-current term.
The then-current fee will be specified by SunGard Public Sector in an annual invoice to Customer thirty (30) days prior to the expiration of then-current annual period.
SunGard Public Sector Application Annual Support: Customer is committed to the initial term of Agreement and extends for a twelve (12) month period. Subsequent
terms of support will be for twelve (12) month periods, commencing at the end of the prior support period. Support fees shown are for the second term of support and
which shall be due prior to the start of that term. Fees for subsequent terms of support will be due prior to the start of each term at the then prevailing rate. Except for the
second term of support for which SunGard Public Sector is committed, subsequent terms will renew automatically until such time a party receives written notice from the
other party thirty (30) days prior to the expiration of the then current term. Notification of non renewal is required prior to the start of the renewal term. Customer will be
invoiced, and payment is due, upon renewal.
Third Party Product Annual Support Fees: The support fee for the initial annual period is included in the applicable Third Party Product License fees(s) unless otherwise
stated. Subsequent terms invoiced by SunGard Public Sector will renew automatically at then-prevailing rates until such time SunGard Public Sector receives written
notice of non-renewal from the Customer ninety (90) days in advance of the expiration of the then-current term. Notification of non-renewal is required prior to the start of
Payment terms as follows, unless otherwise notated below for Special Payment Terms by Product:
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the renewal term. Customer will be invoiced, and payment is due, upon renewal. As applicable for certain Third Party Products that are invoiced directly by the third party
to Customer, payment terms for any renewal term(s) of support shall be as provided by the third party to Customer.
This Quote constitutes an Amendment to the Software License & Services Agreement and the Maintenance/Support Agreement (together, the “Contract and
Agreement”) by and between the parties hereto. The product and pricing information detailed above comprises the “Exhibit 1” schedule or “Supplement” attached to this
Amendment. Except as otherwise provided herein, all terms and conditions of the Contract and Agreement shall remain in full force and effect.
Any interfaces listed above are interfaces only. Customer shall be responsible for obtaining the applicable software, hardware and system software from the appropriate
third party vendor.
The Component Systems identified above are “Licensed Programs” or “Licensed Systems” licensed by SunGard Public Sector and are provided in and may be used in
machine-readable object code form only.
Applicable taxes are not included, and, if applicable, will be added to the amount in the payment of invoice(s) being sent separately. Travel and living expenses are in
addition to the prices quoted above and shall be governed by the SunGard Public Sector Corporate Travel and Expense Reimbursement Policy.
The date of delivery is the date on which SunGard Public Sector delivers, F.O.B. SunGard Public Sector’s place of shipment, the Component Systems to Customer.
The SunGard Public Sector application software warranty shall be for a period of one (1) year after delivery. There is no Testing and Acceptance period on the Licensed
System(s) herein.
Preprinted conditions and all other terms not included in this Quote or in the Contract and Agreement, stated on any purchase order or other document submitted
hereafter by Customer are of no force or effect, and the terms and conditions of the Contract and Agreement and any amendments thereto shall control unless expressly
accepted in writing by SunGard Public Sector to Customer.
Third party hardware/software maintenance and/or warranty will be provided by the third party hardware and software manufacturer(s). SunGard Public Sector makes no
representations as to expected performance, suitability, or the satisfaction of Customer's requirements with respect to the hardware or other third party products
specified in this Quote. The return and refund policy of each individual third party hardware/software supplier shall apply.
This Agreement is based on the current licensing policies of each third party software manufacturer as well as all hardware manufacturers. In the event that a
manufacturer changes any of these respective policies or prices, SunGard Public Sector reserves the right to adjust this proposal to reflect those changes.
Should Customer terminate this agreement per any "Term of Contract" Section of the Contract and Agreement, as may be applicable for certain customers, Customer
agrees to pay, immediately upon termination, the remaining balance for all hardware, software, and services delivered prior to the termination date together with travel
reimbursements, if any, related to the foregoing. Notwithstanding any language in the Contract and Agreement to the contrary, the purchase of support services is NOT
necessary for the continuation of Customer's License.
Pricing for professional services provided under this quote is a good faith estimate based on the information available to SunGard Public Sector at the time of execution of
this Quote. The total amount that Customer will pay for these services will vary based on the actual number of hours of services required to complete the services. If
required, additional services will be provided on a time and materials basis at hourly rates equal to SunGard Public Sector’s then-current rates for the services at issue.
For training and on-site project management sessions which are cancelled at the request of Customer within fourteen (14) days of the scheduled start date, Customer is
responsible for entire price of the training or on-site project management plus incurred expenses.
Additional Terms:
City of Bozeman
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Authorized Signature: Date: Printed Name:
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