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HomeMy WebLinkAbout98- HTE Inc. Software License and Service Agreement .' " H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT This Agreement for Licensed Program(s) and related Support Services, subject to the limitations and conditions set forth in this Agreement, as more specifically described in the attached Supplement and Schedule(s), is entered into by and between: H.T.E., Inc. (UTE), a Florida Corporation, with its principal place of business at: 1000 Business Center Drive, Lake Mary, Florida 32746; AND CITY OF BOZEMAN "CUSTOMER" , with its principal place of business at 411 East Main Street Bozeman, MT 59771-0640 HTE and Customer agree that when this Agreement is signed by both parties, all terms and conditions contained in this Agreement will apply to any Licensed Program(s) and/or service(s) offered under this Agreement. HTE will furnish to the Customer by this Agreement: 1. The HTE Licensed Program(s) listed in the Supplements to this Agreement. 2. Grant of a nonexclusive, nontransferable license to use the Licensed Programs on HTE supplied or approved equipment. 3. Support service(s) as described herein. 4. Modifications, training, conversion and project management services as described herein and listed in the Supplement(s) to this Agreement. With respect to the Licensed Program(s), the Customer agrees to accept responsibility for: 1. The installation of the Licensed Program(s) plus any enhancements and/or updates. 2. Use of the programs to achieve the Customer's intended results. I. DEFINITIONS "Licensed Program(s)" shall mean a licensed data program or set of programs, or routines and subroutines, consisting of a series of instructions or statements in machine readable form and any related licensed program materials provided for use in connection with the program. Unless otherwise provided herein, the term "Licensed Program(s)" shall refer solely to HTE Licensed Program(s). "Machine" or "CPU" or "Hardware" shall mean computer hardware designated, supplied or approved by HTE for operation of any Licensed Program(s). Bo:te~91.doc ~ "Source Code" shall mean a copy of thc computer programming code in human-readable form and related system documentation, including updates, applicable enhancements, and all pertinent commentary as well as any procedural code such as job control language. "Installation Date" shall mean the date that the Licensed Program(s) is installed/loaded on a designated machine. "Delivery Date" shall mean the date that the Licensed Program(s) is received by the Customer, or no later than ten (\0) calendar days after shipment by IITE. For services, the "Delivery Date" refers to the date services are performed. "Acceptance" shall mean that the installed/loaded Licensed Program(s) has gone through the program testing and acceptance period as described in Section VI. "Support Services" shall mean the maintenance and support call services provided to Customer for the HTE Licensed Program(s). II. LICENSE The license granted under this Agreement penn its the Customer, subject to the provisions of Sections VIII, IX, X and XII of this Agreement to: a. Use the Licensed Program(s) on the designated Machine(s). b. Copy or translate the Licensed Program(s) in machine readable or printed form to provide sufficient copies to support the Customer's use of the Licensed Program(s) as authorized under this Agreement. c. Transfer the Licensed Program(s) to a back-up CPU to be used when the designated CPU is temporarily inoperable. d. Modify any Licensed Program(s) to fonn an updated work for the Customer's use, provided that: 1. The Customer supplies HTE with written notification of the modification. 2. The modification is made according to the HTE conventions of the HTE Modification Library and not to the base system. The Licensed program(s) should not be reverse assembled or reverse compiled in whole or in part. Failure to modify the programs in the manner prescribed may negate the ability to maintain the Licensed Program(s) by HTE and will relieve IITE of any responsibility to provide support services. Any updated work using portions of the Licensed Program(s) that meets the above criteria will continue to be subject to all tenns of this Agreement. e. Have access to a copy of the Licensed Program(s) Source Code. III. TERM This Agreement is effective from the date on which it is signed by both parties and will remain in effect until terminated by the Customer upon one (1) month written notice or by lITE as stated in this section. This Agreement may be terminated by the Customer only when all Licensed Program(s) have been returned to HTE or destroyed. An authorized representative of HTE, upon request, shall be afforded sufficient access to Customer's premises to verify that all use of Licensed Program(s) have been discontinued. Notice of discontinuance of any or all licenses shall not be considered notice of termination of this Agreement unless specifically stated. License(s) granted under this Agreement may be discontinued by the Customer upon written notice, effective immediately, during the testing period described in Section VI. HTE may discontinue any license or terminate this Agreement upon written notice immediately if the Customer fails to comply with the tenns and conditions of this Agreement. Any responsibility of the Customer provided under th is Agreement and that was inculTed during the time this Agreement was in effect shall not be invalidated due to the expiration, termination or cancellation of this Agreement. Boze- 97. (ioc; 2 " IV. UTE SUPPLIED PROI>UCT(S) AND/OR SERVICES HTE shall supply the Licensed Program(s) specified in the Supplement(s) in a machine readable form with instructions for installation by the Customer. Standard form options, if applicable, will be provided by HTE. In addition, HTE shall supply related services and/or maintenance, and may supply specialized hardware or other third party products necessary for the performance of certain special features or functions. These services and deliverables, if any, shall be identified and more specifically described in the Supplement(s), and shall constitute the complete list of dcliverables provided by HTE. HTE assumes no liability for any hardware or other third party products beyond manufacturers' warranty specified in the Supplement(s). Customer acknowledges that these products were selected by Customer to support features desired by Customer, and that they are included in the Agreement solely for that purpose. V. PRICING AND PAYMENT TERMS All pricing and terms associated with Licensed Program(s) and any other HTE products and services are specified in the Supplement(s) to this Agreement. Unless specified to the contrary, prices quoted in the Supplement(s) to this Agreement are valid for ninety (90) days from the date of HTE's acceptance of the applicable Supplement(s). HTE may increase its prices without notice on items not provided for in the Supplement(s). Fees for HTE Support Services are payable prior to the commencement of such Support Services. Should Customer require Support Services prior to receipt of payment and the contractual start date of such Service, Customer will be billed at the then prevailing hourly rate until payment is received. Fees for support services for any third party products provided for under this Agreement shall be payable to and in accordance with the provisions of the third party Vendor unless otherwise specified in the Supplement(s). Any taxes resulting from this Agreement or activities resulting from this Agreement, including but not limited to sales and/or use tax, will be the responsibility of the Customer. lITE will accept an exemption certificate from the Customer in lieu of taxes if the Customer qualifies for exempt status. Such exemption certificate will need to be provided to HTE upon contract execution. VI. LICENSED PROGRAM TESTING AND ACCEPTANCE Beginning on the date ten (10) days atter delivery of the Licensed Program(s) by HTE, the Licensed Program(s) will be available for non-productive use for testing for a period of thirty (30) days. This testing period is to dctennine whether the Licensed Program(s) functions operate together and whether the Licensed Program(s) meet the Customer's specifications and/or requirements. At any time during the testing period, upon written notice, the Customer may discontinue the Licensed Program(s) and receive full credit or refund for the amount of the license fee. If written notice of discontinuance is not received by HTE prior to the end of the testing period, or if the Customer uses the Licensed Program(s) for other than non-productive use during the testing period, the Licensed Program(s) shall be deemed to be accepted under the provisions of this Agreement. VII. LICENSED PROGRAM SERVICES Training on HTE Licensed Program(s) will be provided for in the Supplement(s) and will be invoiced as incurred at the completion of each training session at the rate specified in the applicable Supplement(s). The Customer understands that the number of training sessions and the number of hours of training vary per application, and are estimated based on HTE's experience in the training of other Customers for the same applications. Additional training can be provided upon request of the Customer at the then prevailing rate per hour. Any training sessions canccled by the Customer after scheduling by HTE may be subject to penalty charges. Such charges would be as provided for in the Supplement(s). Conversion will be provided for in the Supplement(s) and will be invoiced as incurred at the rate specified in the applicable Supplement(s) or at HTE's then prevailing rate per hour. Data must be given to HTE in an IBM compatible format on a specified magnetic media. Data must match data field definition. Input data file clean up shall be the responsibility of the Customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is understood that no two Boze-97.doc 3 \ systems and me structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the electronic conversion. Modifications, if any, will be provided for in the Supplcment(s) and will be controlled by the HTE System Change Request fonn ("SCR") which will be prepared for the Customer by the HTE Project Manager responsible for that module. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with appropriate payment as provided for in the Supplement(s). Project Management is strongly recommended by HTE, and will be provided for in the Supplement(s) and will be invoiced as incurred. HTE will provide the Customer with the Support Services listed below for the HTE Licensed Program(s) for such period as may be listed in the Supplement(s), and commencing one hundred twenty (120) days after delivery of the Licensed Program(s). Thereafter the Services will be provided on a year-to-year basis provided the Customer exercises the option and pays lITE's annual support fee. a. Toll free telephone support line; twenty-four (24) hours a day, seven (7) days per week. b. Electronic support. c. Product updates and new releases of the covered Licensed Program(s). d. Response time to calls within approximately two (2) hours of call. Critical calls will be responded to within I hour. e. Error corrections as made. Support requests for the first one hundred twenty (120) days after delivery of the Licensed Program(s) shall be directed to the appropriate HTE project manager or trainer. Upon commencement of the HTE Support Services, telephone support will be provided using a dedicated support telephone number, and the Customer must have Electronic Customer Support installed. Support requests relating, if applicable, to third party hardware or software will be directed to the Vendor of such products unless otherwise provided for in the Supplement(s). Unless otherwise stated herein or in the Supplement(s), HTE shall assume no responsibility for the pricing of, payment to, or provision for support services of any third party Vendors. HTE shall not supply any support services nor be liable for any damages in the event that any portion of the Licensed Program(s) is used on equipment or with software products or software systems other than those supplied or approved by lITE. Customer agrees not to attach any equipment that will cause operations damage to the approved operating system. Customer acknowledges that the systems supplied by HTE have unique operating properties and are a matched system of components which must not be altered, modified, or tampered with without specific assistance from HTE designated personnel. HTE shall not be liable for any damage or loss of function which results from violating the approved operating environment by personnel not approved by HTE. In the event of the failure of any hardware component or other third party product supplied under this Agreement to function or operate in conformance with specifications, HTE shall have no obligation for warranty beyond that of the hardware or other third party manufacturer or that specified in the Supplement(s). VIII. PROTECTION AND SECURITY OF PROPRIETARY MATERIALS The Customer acknowledges that the Licensed Program(s), including the source code, design specifications and associated documentation of the Licensed Program(s), (the "HTE Proprietary Information") constitute proprietary information and trade secrets of HTE and will remain the sole property of lITE. The Customer agrees that it shall not at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party deemed a competitor of HTE any of the HTE Proprietary Information. The Customer shall hold in confidence the HTE Proprietary Information for its benefit and internal use only by its employees. The Customer further acknowledges that, in the event of a breach or threatened breach by the Customer of the provisions of this paragraph, HTE has no adequate remedy in money or damages, and, accordingly, shall be entitled, without bond, to an injunction against such breach or threatened breach. Boze-97.doc 4 IX. WARRANTY HTE warrants that for a period of ninety (90) days after acceptance, as provided for in Section VI, the HTE Licensed Program(s) listed in the Supplement(s) will perform in substantial compliance with the reference documentation supplied by HTE, provided the Licensed Program(s) are used in the proper operating environment. HTE docs not warrant that the functions contained in the Licensed Program(s) will meet the Customer's requirement or will operate in the combinations which may be selected for use by the Customer after the ninety (90) day period after the completion of the Licensed Program testing described in Section VI. Any other utility or incidental software distributed by HTE will be on an "AS IS" and "WITH ALL F AUL TS" basis without warranty of any kind either expressed or implied. HTE shall be responsible only for the Licensed Program(s) and products as originally supplied and accepted by Customer, and for changes made to the Licensed Program(s) by HTE's authorized representatives. HTE will not be responsible for the consequences of attempts at changes or modifications to the products and Licensed Program(s) made by the Customer or any other unauthorized party. HTE warrants that it has the right to license the HTE Licensed Program(s) listed in the Supplement(s) and that the HTE Licensed Program(s) does not infringe any intellectual property of any third party. HTE agrees to indemnify Customer against expenses, including reasonable attorneys' fees (inclusive of in-house counsel and City Attorney's fees), and liability arising from any claim of infringement related to HTE Licensed Program(s) provided HTE shall have the right to control the defense or settlement of any such claim. If use of the HTE Licensed Program(s) by the Customer is enjoined by any infringement proceeding, HIE shall, if possible, obtain without unreasonable expense the right of License for the Customer to use the HTE Licensed Program(s) or if that is not possible, HIE shall refund to the Customer the license fee(s) paid under this Agreement for the particular Licensed Program(s) that is determined to be infringing. HTE does not make any representations or warranties with respect to intellectual property rights of any third party products. Any such representations or warranties are made solely by the Vendor of such products, and shall not be construed as a warranty with respect to infringement and the like by HIE. HTE MAKES NO WARRANTIES, OTHER THAN AS STATED HEREIN, WITH RESPECT TO THE PARTICULAR LICENSED PROGRAM(S), EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. X. COPY AND USE Customer shall have the right to use the Licensed Program(s) in equipment or systems supplied or approved by HTE while this Agreement is in effect. Customer shall have the right to make copies of the Licensed Program(s) and the associated reference documentation for archival and/or backup purposes only. Any copies made by Customer shall be the property of HTE. XI. LIMITATION OF LIABILITY AND REMEDIES To the extent pennitted by law, and to the extent provided for under this Agreement, for claims related to bodily injury, death and damage to real property and tangible personal property, HTE shall indemnify and hold harmless the Customer from and against all direct damages and costs of any kind, including but not limited to reasonable attorney fees (inclusive of in-house counsel and City Attorney's fees), arising out of or resulting from any negligent acts, or negligent omissions of HTE, regardless of whether such claims are caused in part by any party indemnified hereunder, but not to the extent that the Customer is legally liable for such damages and costs. In no event, however, will HTE be liable for any consequential damages, including lost profits, savings or reprocurement costs, even if HTE has been advised of their possibility. Except for HIE's obligations to indemnify the Customer under infringement actions, as noted in Sections IX and XII of this Agreement, and claims for personal injury or damages to real or tangible personal property caused by HTE's negligence as noted above, HTE's liability for damages to the Customer for any cause whatsoever under this Agreement, regardless of the fonn of action, is limited to the total amount of fees paid by Customer under this Agrcement for HTE Licensed Program(s) and services, not including any fees associated with HIE project management and related out-of-pocket expenses. That in the event it becomes necessary for either party to retain an attorney to enforce any of the terms or conditions of this Agreement, then the prevailing party shall be entitles to reasonable attorney's fees and cost, including fees, salary, and costs of in-house counsel to include City Attorney. BQze-97,dQC 5 In situations involving perfornlancc or nonperformance of Licensed Program(s) furnished under this Agreement, the Customer's remedy is (1) the correction by J-ITE of Licensed Program defects, or (2) if, after repeated efforts, HTE is unable to make the Licensed Program(s) operate as warranted, the Customer shall be entitled to recover damages to the limits set forth in this section. XII. PATENT AND COPYRIGHT INDEMNITY J-ITE will, at its expense, defend the Customer against any claim that the HTE Licensed Program(s) supplied hereunder infringe a patent or copyright in the United States, Puerto Rico, or Canada, and HTE will pay all costs, damages and attorney's fees (inclusive of in-house counsel and City Attorney's fees) that a court finally awards as a result of such claim. To qualify for such defense and payment, the Customer must: a. Give lITE prompt written notice of any such claim, and b. Allow J-ITE to control, and fully cooperate with HTE in the defense and all related settlement negotiations. The Customer agrees to allow HTE, at HTE's option and expense, if such claim has occurred or in HTE's judgment is likely to occur, to procure the right for the Customer to continue using the Licensed Program(s) or to replace or to modify them so that they become non-infringing. If neither of the foregoing alternatives is available on terms which are reasonable in HTE's judgment, upon written request, the Customer will return the Licensed Program(s) to HTE, and HTE shall refund to the Customer the license fee(s) paid under this Agreement for the particular Licensed Program(s) that is detennined to be infringing. HTE shall have no obligation with respect to any such claim based upon the Customer's modification of the Licensed Program(s) or their combination, operation or use with data or programs not furnished by HTE or in other than the specified operating environment. This section states HTE's entire obligation to the Customer regarding infringement. XIII. COPYRIGHT PROTECTION The software and any written documentation associated therewith are protected under the Copyright Laws of the United States. HTE warrants and Customer acknowledges that HTE has the following exclusive rights with regard to the Licensed Program(s): a. To reproduce the Licensed Program(s) in any or all forms. b. To adapt, transform or rearrange the Licensed Program(s). c. To prepare other products derivative of the Licensed Program(s). d. To control the distribution of the Licensed Program(s). Customer agrees not to violate any of HTE's rights or to assist or aid others in doing so. Customer agrees to preserve all copyright and other notices in the Licensed Program(s) and written documentation. XIV. MISCELLANEOUS AGREEMENT PROVISIONS Applicable Law. This Agreement shall be governed by the laws of the State of Florida. Binding Agreement. The individual signing this Agreement and any Supplement(s) to this Agreement for the Customer warrants that they have been duly authorized to bind their respective principals to all rights, duties, remedies, obligations and responsibilities incurred by way of this Agreement and that the Agreement and any Supplement to the Agreement are a valid and binding obligation of the Customer. Assignment. This Agreement and the rights, title, and interest may not be assigned or transferred by the Customer without the prior written consent of HTE, which consent may be withheld by HTE. HTE may assign its rights, title and interest by providing prior written notice to the Customer. Successors Bound. The ternlS and conditions of this Agreement shall extend and inure to the benefit and be binding on the respective successors and assigns of Customer and HTE. Bozc-97.doc 6 \ Foree Majeure. HTE is not responsible for failure to have fulfilled its obligations under this Agreement due to causes beyond its control. Severability. If any term or provision of this Agreement or the application thereof to any entity, person or circumstance shall, to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to entities, persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each remaining term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Notices. Any notice provided for herein shall be in writing and sent by registered or certified mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the first page of the Agreement or to such other address as either party shall from time to time indicate in writing. Any such notice to be deemed to be effective upon receipt or five (5) days from the date of the mailing, whichever occurs first. Headings. Numbered topical headings, articles, paragraphs, subparagraphs or titles in this Agreement are inserted for the convenience of organization and reference and are not intended to affect the interpretation or construction of the terms thereof. Non-Hiring Statement. During the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement, the Customer may not otTer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by HTE within the immediate past twelve (12) months without prior consent of HTE whose consent will not be unreasonably withheld especially with regard to critical support requests. Non-waiver. Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or of another provision of this Agreement. Arbitration. In the event of a dispute arising under this Agreement the objecting party shall notify the other, in writing, of the nature of the dispute, and the pm1ies shall attcmpt to resolve the issue under dispute. It is hereby agreed between the parties that if no such resolution is found then such dispute shall be submitted by the objecting party to non-binding arbitration in accordance with the provisions of the American Arbitration Association. Any such arbitration shall be conducted by a panel of three (3) arbitrators in a mutually agreeable location under the laws of the State of Florida. The parties shall endeavor to ensure that the arbitrators are knowledgeable in business information and data processing systems. One (I) arbitrator shall be chosen by each party involved, and the third arbitrator will be mutually agreed upon by both parties. If the parties cannot agree on the selection of a third arbitrator, the two (2) arbitrators previously chosen will select the third arbitrator. The dccision and award of the arbitrators may be registered in any court of competent jurisdiction. Any disputes submittcd for arbitration must be submitted within two (2) years from the date of the occurrence or from the date on which the injured party learns of the occurrence, whichever is later. Entire Agreement. This Agrccmcnt and any Supplement(s) and/or Amendments to this Agreement constitute the entire Agreement between the parties, and there are no representations, conditions, warranties, or collateral agreements, expressed or implied, statutory or otherwise, with respect to this Agreement other than as contained herein, and this Agreement shall supersede all previous communications, representations or agreements, either written or oral, between the parties to this Agreement. This Agreement may not be modified, omitted or changed in any way except by written agreement signed by persons authorized to sign agreements on behalf of the Customer and of HTE. Both parties acknowledge that they have read this Agreement and agree to be bound by the terms and conditions herein. CITY OF BOZEMAN, MT .. \ By: c. .\~ '---- ........... H.T. By: City Manager Title .J/2.V.9.JI....__ Date li22/98 Date Title IBM and AS/400 are registered trademarks of International Business Machines Corporation. Bo:,::~"97 _doc 7 , SUPPLEMENT TO HTE, INC. SOFTWARE LICENSE AND SERVICES AGREEMENT BY AND BETWEEN HTE, INC. AND CITY OF BOZEMAN SCHEDULE A-PRICING AND PAYMENT SCHEllULE CONTRACT NO HTE-BOZE 9712031 HTE GRAPHICAL LICENSED PROGRAMS GMRA Accounts Rcccivable I' urchasing/Inv cntory Special Assessments Extended Reporting Payro II/Personnel Business Licenses Cash Receipts Land Management Customer In/(jrmation System Program Package Discount ( 15%) Graphical User Interface (15 licenses) LICENSE No. nays TRAINING INSTALLATION SUPPORT FEES of Training FEES FEES .'EES $ 30,000.00 9 $ 9,000.00 $ 2,600.00 $ 4,500.00 14,500.00 7 7,000.00 1,500.00 2,200.00 24,500.00 8 8,000.00 2,200.00 3,700.00 11,000.00 2 2,000.00 1,000.00 2,700.00 11,000.00 2 2,000_00 1,000.00 1,950.00 19,000.00 11 11,000.00 1,700.00 3,450.00 6,500.00 4 4,000.00 1,000.00 1,350.00 included 1,100.00 included 1,350.00 30,000.00 17 17,000.00 3,000.00 6,000.00 (22,819.00) 5,625.00 2 2,000.00 2,250.00 $ 129,306.00 62 $ 62,000.00 $ 14,000.00 $ 30,5511.1111 HARDW ARE/ SOFTW ARE FEES $ 5,467.511 1,795.511 $ 7,263.110 DUE UPON DUE AS TOTAL CONTRACT INCURREllI I)(JE CONTRACT EXECUTION DELIVERED July 1, 1998 $ 129,306.00 $ 129,306.00 62,000.00 $ 62,000.00 30,550.00 $ 30,550.00 35,000.00 35,000.00 14,000.00 14,000.00 7,263.00 3,631.50 3,631.50 $ 278,119.00 $ 132,937.50 $ 114,631.50 $ 30,5511.1111 TOTALS AS/400 SYSTEM IIARDW ARE/SOF1W ARE AND SERVICES AS/400 System Hardware AS/400 System Software TOTALS P A VMENT SCHEDULE ITEM License Pccs Training Pees 62 days (~l! $1 OOO/day Support Pees Conversion 350 hours (q; $1 DO/hour Installation Fees Ilardware/Soltare Fees GRAND TOTALS Program Package Discount The above quoted prices on License Fees reflect a substantial Program Package Discount ("PPD"). PP/J's apply only to unmodified applications purchased on a single contract payable at HTE's standard payment temlS. Changes which reduce the number of applications requested or modify the payment terms may result in changes to contract prices. Designated Machine Use of the Licensed Program(s) provided in this Supplement on platforms other than specified below, without written permission from HTE, may be subject to an upgrade charge. AS/400 Model: CPU Number: Boze-a.doc 01/23/98 , HTE-G VI Training/Installation Two (2) days of training/installation for the HTE GUI Licensed Programs is included in this Agreement using the "teach the teacher" method via telephone. Additional training/installation, if requested by Customer, will be invoiccd as incurred at the then prevailing rate. Pricing Honor The above License Fees are based upon the sizing infonnation provided to HTE by the Customer as to the number customers that are served. It is HTE's standard practice not to charge additional license fees due to increases in the customer base due to normal annual growth. However, an increase or decrease in the customer base (to be assessed annually at the beginning of the Customer's fiscal year) in above normal growth due to mergers, acquisitions, consolidation, and/or like events will result in additional pro-rata license and maintenance fees. Year 2000 HTE warrants that it is taking all steps necessary to ensure that the Licensed Program(s) will be Millennium Compliant including obtaining IT AA certification. HTE has completed Year 2000 programming of the applications being purchased by the Customer. These programs will be delivered as part of the implementation plan. The IT AA certification process currently underway is scheduled to be completed for all applications by mid~ I 998 and upon completion of that process, HTE will provide Customer with verification that the Licensed Program(s) are Millennium certified infomlation in a way that does not create ambiguity as to century. Unauthorized License Use The license for the HTE-Graphical User Interface Licensed Program is limited to the number of copies purchased, and each copy is restricted from being shared or used concurrently on different machines. The GUI Licensed Program is to be used on only a single CPU at one time. The Customer understands that the penalty for usage of a single license on multiple machines will result in an additional charge to the Customer. Such charge shall be for an amount equal to the number of unauthorized copies being used, plus any applicable expenses incurred by HTE in the discovery of such unauthorized usage. Application Support Services Support will begin and support fees for the initial tenn of support arc due July I, 1998. Subsequent tenns of support will be for twelve (12) month periods, commencing at the end of the initial support period and support fees wi II be due at that time at the then prevailing rate. Rates for subsequent years of support service are subject to change. Travel and Living Expense Actual and reasonable travel and living expenses are in addition to the prices quoted for the HTE Licensed Programs and services and will be invoiced as incurred. Application Training The number of training sessions and the number of hours of training vary per applications. Listed above are the number of hours for the Licensed Programs listed herein, and the standard fee per application. Additional application training can be provided upon request at the standard billing rate in effect at that time, which at the time of this Supplement is One Thousand Dollars ($1,000) per day. The fee quoted above does not include travel and living expenses. Project Management A description of Project Management is attached to this Supplement, if applicable, and will be invoiced as incurred, at the standard billing rate in effect at that time, which at the time of this Supplement is One Thousand Dollars ($1,000) per day. A mutually agreeable work plan will be created by the HTE Project Manager and the Customer, and will be made a part of this Supplement. Additional days of Project Management, if requested by Customer, will be invoiced as incurred at the then current lITE daily rate. Cancellation Penalty The Customer acknowledges that HTE makes every effort to schedule training and project management sessions sufficiently in advance to obtain favorable travel and living costs, which are payable by the Customer. Any training or on-site project management session canceled for the benefit of the Customer after being scheduled by HTE may be subject to a penalty charge. HTE's current penalty charge for anyon-site sessions canceled by the Customer within seven (7) days of the date Hoze-a.doc 01/23/98 2 . .. scheduled by HTE is fifty percent (50%) of the original cost of such service as provided above. Fees for on-site sessions canceled within seventy two (72) hours of the scheduled date shall be fully due and payable by the Customer. The charges and penalties quoted above do not include any direct fees or penalties incurred by HTE resulting from such cancellation, including but not limited to non-refundable travel and living expenses, which shall also be due and payable by the Customer. Notwithstanding the above, HTE will endeavor to reschedule HTE personnel during the time canceled so as to reduce any subsequent penalty to the Customer. Conversion Conversion, if provided for herein, or if requested by the Customer after contract execution, will be invoiced as incurred at the rate specified above or at lITE's then prevailing rate per hour. Data must be given to HTE in an IBM compatible fonnat on a specified magnetic media and must match data field definition. Input data t1le clean up shall be the responsibility of the customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is understood that no two systems and t1le structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the electronic conversion. Modifications Modifications will be controlled by the HTE System Change Request ("SCR") form which will be prepared for the Customer by the HTE Product Manager responsible for that module. lITE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with 50% payment. The final 50% payment is due upon completion. Warranty - Third Party Un less otherwise stated, Customer shall enter into separate purchase of maintenance agreements with each individual hardware or third party software supplier for the equipment or software as may be provided herein. Warranty and maintenance offerings by lITE for its Licensed Program(s) do not apply to any hardware or third party software supplied under this Supplement. HTE does not make any warranties for any non-HTE products unless otherwise provided herein. Non-Hiring Statement During the term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, the Customer may not offer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by HTE within the immediate past twenty~four (24) months without prior consent of HTE. :::: ::~::_;::::;n b, bODO". throogb JaDoa~ 31, 199::.E.~ City Manager Title 1/27/98 Date Title 1/22/98 Date Boze-a.doc 01/23/98 3 - " __,._J_....'. ........-."'._ __..._~__. ~ "" . . SUPPLEMENT TO H.T.E., INC. SOFT\-V ARE LICENSE AND SERVICES AGREEMENT BY AND BETWEEN HTE, INC. AND CITY OF BOZEMAN SCHEDULE AMPRICING AND PAYMENT SCHEDULE CONTRACT NO. BOZN-9712031 This Supplement is to the H.T.E., Inc. Software License and Services Agreement dated January 27, 1998, between H.T.E., Inc. (HTE) and City of Bozeman, MT (Customer). Unless otherwise stated below, all terms and conditions as stated in the Agreement shall remain in effect. Designated Machine Use of the Licensed Program(s) provided in this Supplement on platforms other than specified below, without written permission from HTE, may be subject to an upgrade charge. AS/400 Model: CPU Number: HTE GRAPHICAL License No. Days Training Support Conversion LICENSED PROGRAMS Fees of Training Fees Fees Fees Asset Management I $ 9,500.00 2 $ 2,000.00 $ 1,450.00 N/A TOTALS $ 9,500.00 2 $ 2,000.00 $ 1,450.00 $ - PAYMENT SCHEDULE Due Upon Due As Due As Total Contract Incurred/ Noted ITEM Contract Execution Delivered Below* License Fees $ 9,500.00 $ 9,500.00 Training Fees 2,000.00 $ 2,000.00 Support Fees 1,450.00 $ 1,450.00 Project Management - Level One 950.00 475.00 475.00 GRAND TOTALS $ 13,900.00 $ 9,975.00 $ 2,475.00 $ 1,450.00 PLEASE NOTE THAT TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. *HTE Application Support Service The initial term of HTE application support services shall commence one hundred twenty (120) days after delivery of the Licensed Program(s) and extend for a twelve (12) month term. Support fees for the initial term of support are due prior to the commencement of support. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial support period and support fees will be due at that time at the then prevailing rate. Rates for subsequent years of support service are subject to change. Application Training The number of training sessions and the number of days of training vary per applications. Listed above are the number of days for the Licensed Programs listed herein, and the standard fee per applications. Additional application training can be provided upon request at the standard billing rate in effect at that time, which at the time of this Supplement is one thousand dollars ($1,000.00) per day. The fee quoted above does not include travel and living expenses. Travel and Living Expense Actual and reasonable travel and living expenses are in addition to the prices quoted for the HTE Licensed Programs and services and will be invoiced as incurred. HTE Schedule A I BOZN Schedule A Ver. 6/24/98 7123/98 _.~"'~-~- ,. .. Project Management A description of Project Management is attached to this Supplement, if applicable, and will be invoiced as incurred, at the standard billing rate in effect at that time, which at the time of this Supplement is One Thousand Dollars ($1,000.00) per day. A mutually agreeable work plan will be created by the HTE Project Manager and the Customer, and will be made a part of this Supplement. Additional days of Project Management, if requested by Customer, will be invoiced as incurred at the then current HTE daily rate. Modifications Modifications will be controlled by the HTE System Change Request ("SCR") form which will be prepared for the Customer by the HTE Product Manager responsible for that module. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with 50% payment. The fmal50% payment is due upon completion. Conversion Conversion, if provided for herein, or if requested by the Customer after contract execution, will be controlled by the HTE System Change Request ("SCR") form which will be prepared for the Customer by the HTE Conversion Team Manager. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with fifty percent (50%) payment. The final fifty percent (50%) payment is due upon completion. Data must be given to HTE in an IBM compatible format on a specified magnetic media and must match data field defmition. Input data file clean up shall be the responsibility of the customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is understood that no two systems and file structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the electronic conversion. SCR formes) for any conversion services included in this Agreement are attached for Customer signature and return to HTE. Cancellation Charges Customer acknowledges that HTE makes every effort to schedule training and project management sessions sufficiently in advance to make effective use of HTE's personnel and to obtain favorable prices for travel and living. Accordingly, the following cancellation charges apply to training or on.site project management sessions canceled at the request of Customer: cancellation within seven (7) days of start date, Customer pays fifty percent (50%) of the total price for the training or on-site project management; cancellation within three (3) days of start date, Customer is responsible for entire price of the training or . on-site project management. In addition to the foregoing, Customer shall be obligated to reimburse HTE for any non,. refundable expenses incurred by HTE for travel expenses. Notwithstanding the above, HTE will endeavor to reschedule HTE personnel in order to mitigate Customer's costs and expenses under this paragraph. To the extent HTE is successful in such rescheduling, Customer's payment obligations shall be reduced. Third Party Software and Hardware Unless otherwise stated, Customer shall enter into separate license and/or maintenance agreements with each individual third party hardware or third party software supplier for the equipment or software as may be provided herein. Warranty and maintenance offerings by HTE for its Licensed Program(s) do not apply to any third party hardware or third party software supplied under this Supplement. HTE does not make any warranties for any non-HTE products unless otherwise provided herein. Non.Hiring Statement During the term of this Agreement and for a period of twenty,.four (24) months after the termination of this Agreement, the Customer may not offer to hire or in any way employ or compensate any of the employees ofHTE or persons who have been employed by HTE within the immediate past twenty-four (24) months without prior consentofHTE. Prices quoted above will be honored through August IS, 1998. CITY OF BOZEMAN H.T.E., INC. By: i 1 By: b,~~ Name: Clark V. Johnson Name: DANte E CATAN CHEF MARKETt40 OFFICeR City Manaqer 8/17/98 7/23/98 Title Date Title Date HTE Schedule A 2 BOZN Schedule A Vcr. 6/24/98 7/23/98 '" .. ~ SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT BY AND BETWEEN H.T.E., INC. AND CITY OF BOZEMAN, MT SCHEDULE A-PRICING AND PAYMENT SCHEDULE CONTRACT NO. BOZN-2001181 This Supplement is to the H.T.E., Inc. Software License and Services Agreement (Agreement) dated January 27, 1998, between H.T.E., Inc. (HTE) and City of Bozeman, MT (Customer). Unless otherwise stated below, all terms and conditions as stated in the Agreement shall remain in effect. Designated Machine Use of the Licensed Program(s) provided in this Supplement on platforms other than specified below, without written permission from HTE, may be subject to an upgrade charge. Type: Model: Serial Number Operating System: Tape Drive: No. of Training Training Annual HTE Licensed Pr02rams License Fees Days Fees Support Building Permits - BP $ 27,500.00 8 $ 10,240.00 $ 4,950.00 Minus Discount (7,150.00\ HTE Licensed Pro2rams Total $ 20,350.00 8 $ 10,240.00 $ 4,950.00 Due upon Due As Due as Total Contract Incurred/ Otherwise PAYMENT SCHEDULE* Contract Execution Delivered Noted HTE Licensed Program Fees $ 20,350.00 $ 20,350.00 HTE Training Fees 10,240.00 10,240.00 HTE Standard Project Management 3,840.00 3,840.00 HTE Annual Application Support Fee 4,950.00 4,950.00 GRAND TOTAL $ 39,380.00 $ 20,350.00 $ 10,240.00 $ 8,790.00 PLEASE NOTE THAT TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. *Payments: THE AMOUNTS NOTED ABOVE SHALL BE PA Y ABLE AS FOLLOWS: HTE License Fees: Upon contract execution. HTE Training Fees: On invoice, as incurred. Project Management Fees: $1,267.00 (II3) due following the fust BP training visit but no later than March 22, 200 I; $1,267.20 due following BP go-live but not later than May 3,2001; $1,305.60 due sixty (60) days following BP go-live but not later than June 13,2001. Application Support Fees: Prior to the commencement of the initial term of support. Support fees for subsequent terms of support will be due prior to the start of that term at the then prevailing rate. Rates for subsequent years of support service are subject to change. Travel and Living Expenses: Travel and living expenses are in addition to the prices quoted above and will be invoiced as incurred and shall be governed by the HTE Corporate Travel and Expense Reimbursement Policy. HTE Support Services The initial term of HTE application support services shall commence one hundred twenty (120) days after delivery of the Licensed Program(s), and extend for a twelve (12) month term. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial support period. lITE Schedule A BOZN-2001181-Schedule A Ver. 08/29/00 1 02/20/0 I . . Application Training Listed above, are the number of days of training for the Licensed Programs listed. Additional application training, if requested by the Customer, can be provided upon request at the standard billing rate in effect at that time, which at the time of this Supplement is One Thousand Two Hundred Eighty Dollars ($1,280.00) per day. The fee quoted does not include travel and living expenses. Project Management A description of the applicable level of Project Management is attached to this Supplement and fees will be invoiced in the amounts and under the terms noted above. A mutually agreeable work plan will be created by the HTE Project Manager and the Customer. Additional days of Project Management, if requested by Customer, will be invoiced as incurred at the then current HTE daily rate at the standard billing rate in effect at that time. The fee quoted does not include travel and living expenses. Cancellation Charges Customer acknowledges that HTE makes every effort to schedule training and project management sessions sufficiently in advance to make effective use of HTE's personnel and to obtain favorable prices for travel and living. Accordingly, the following cancellation charges apply to training or on-site project management sessions canceled at the request of Customer: cancellation within seven (7) days of start date, Customer pays fifty percent (50%) of the total price for the training or on-site project management; cancellation within three (3) days of start date, Customer is responsible for entire price of the training or on-site project management. In addition to the foregoing, Customer shall be obligated to reimburse HTE for any non- refundable expenses incurred by BTE for travel expenses. Notwithstanding the above, HTE will endeavor to reschedule HTE personnel in order to mitigate Customer's costs and expenses under this paragraph. To the extent HTE is successful in such rescheduling, Customer's payment obligations shall be reduced. Preprinted Terms and Conditions Preprinted conditions and all other terms not included in this Supplement on any purchase order or other document submitted hereafter by Customer are of no force or effect, and the terms and conditions of this Supplement, the HTE Agreement, and the Hardware Purchase Agreement, if applicable, shall control unless expressly accepted by HTE in writing to the Customer. Non-Hiring Statement During the term of this Supplement and for a period of twenty-four (24) months after the termination of this Supplement, the Customer may not offer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by HTE within the immediate past twenty-four (24) months without prior consent of HTE. The terms and conditions contained in this Supplement, including the prices, will be honored as set forth herein, provided this Supplement is fully executed by February 26, 2001. Customer warrants that the amounts to be paid hereunder will be paid out of appropriated funds and are not part of a financing arrangement with any third party. CITY OF BOZEMAN, MT H.T.E., INC. c=--- \- ----'\ - ~- ~~. Authorized Signature Authorized Signature Clark V. Johnson, City Manager Ronald E. Goodrow, Executive Vice President Print Name & Title Print Name & Title March 12, 2001 ~/~/6( Date Date HTE Schedule A BOZN-2001181-Schedule A Vcr. 08/29/00 2 02/20/0 I 4 . Project Management Senrice Level Standard . Determine training requirements and . Provide a dedicated Project Managcr schedule appropriate resources. who monitors and tracts internal customer dcliverables and tasks, and . Create a detailed implementation plan, serves as the primary contact for HTE which includes training visits, deliverable issues. schedules and project milestones. . Participate in scheduled conference . Conduct weekly conference calls with the calls or status meetings with HTE Customer Project Manager to review Project Manager. implementation progress, discuss and resolve issues regarding training and . Coordinate and schedule internal deliverables. resources for training and customer provided deliverables. . Act as single point of contact at HTE. . Administer the Change Control . Coordinate HTE resources. Procedure with the HTE Project Manager. . Coordinate delivery of hardware and software. . Develop test plans and monitor testing. . Manage Change Control Procedures. . Review planned time vs..actual time for HTE resources. . Create the Statement of Work (SOW) that defines deliverables and milestones. . Conduct on-site kick off meeting with the Customer Project Team. . Maintain the implementation plan. . Track budget. . Maintain the issue log. . Schedule and manage conversions, modifications and interfaces as appropriate. . Provide monthly status reports. . Conduct periodic on-site visits as agreed upon with the Customer.Projeet Manager. HTE Schedule A BOlN-2001181-Sehedule A Ver. 08/29/00 3 02/2010 I