HomeMy WebLinkAbout8601RESOLUTION NO. 8601
A RESOLUTION APPROVING AN AGREEMENT BETWEEN
HTE, INC. AND THE CITY OF PUEBLO RELATING TO
COMPUTER SOFTWARE AND SERVICES FOR FINANCE AND
ADMINISTRATION AND AUTHORIZING THE PRESIDENT OF
THE CITY COUNCIL TO EXECUTE SAME
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1
The Software License and Services Agreement dated the 28th day of December, 1998 by and
between HTE, Inc. and the City of Pueblo, including all Supplements and attachments thereto and
all other documents incorporated therein by reference concerning computer software and services
for finance and administration (the "Agreement "), in substantially the same form and with
substantially the same content as the copy attached hereto, is approved.
SECTION 2
The President of the City Council is authorized and directed to execute said Agreement in
substantially the same form and with substantially the same content as the copy attached hereto, for
and on behalf of the City, but with such minor changes, modifications, additions or deletions therein
as the President of the City Council and the City Attorney shall deem necessary, desirable or
appropriate in the best interests of the City, and the City Clerk shall attest same.
SECTION 3
Funds are and will be appropriated in the 1999 Budget to meet the financial obligations of
the City under the Agreement and will be made available, and transferred from Account No. 02 -1999
CIF for said Agreement.
INTRODUCED: December 28, 1998
ATTEST:
City Cler
By John Verna
Councilperson
APPROVED:
&tg" �. 4"
President o the tity Council
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SOFTWARE LICENSE AND SERVICES AGREEMENT
THIS AGREEMENT is entered into this 28th day of December 1998, by and between H.T.E., Inc., a
Florida Corporation, with its principal place of business at: 1000 Business Center Drive, Lake Mary,
Florida, 32746, (hereinafter referred to as "HTE ") and the City of Pueblo, a Municipal Corporation, 1
City Hall Place, Pueblo, Colorado, 81003, (hereinafter referred to as "Customer"),
HTE and Customer agree that when this Agreement is signed by authorized representatives of both
parties, all terms, conditions and requirements contained in this Agreement and the Supplement(s) and
all functional and software performance specifications relating to the Licensed Program(s) contained in
the Request For Proposal and HTE's Proposal will apply with respect to HTE providing Hardware,
software licenses, software support and other services to Customer; provided, however, that to the
extent that there is a conflict between the terms, conditions and requirements as set forth in this
Agreement or in the Supplement(s), on the one hand, and the Request For Proposal and HTE's Proposal,
on the other hand, then, with the exception of the functional and software performance specifications,
the terms, conditions and requirements as set forth in this Agreement and the Supplement(s) hereto shall
control. Generally, HTE shall:
1. Timely furnish and license to Customer the software application product modules and
software program(s) identified in HTE's Proposal and the Supplement(s) to this
Agreement.
2. Grant to Customer a nonexclusive, nontransferable license to use the Licensed Programs
on HTE supplied or approved equipment (including replacement equipment therefor)
(the "License ").
3. Support service(s) as described herein and in HTE's Proposal.
4. Modifications, training, conversion and project management services as described herein,
in HTE's Proposal, and in the Supplement(s) to this Agreement.
5. Furnish, install, test and integrate the Hardware identified in the Supplement(s) and
Exhibits attached to this Agreement.
With respect to the Licensed Program(s), upon HTE's furnishing of Hardware, software application
product modules and software program(s) to Customer, 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 object code and
source code 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
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software application product modules and software program(s) owned and furnished by HTE under this
Agreement.
"Machine" or "CPU" or "Hardware" shall mean computer Hardware designated, supplied or approved
by HTE for operation of any Licensed Program(s).
"Source Code" shall mean a copy of the computer programing code in human- readable form and related
system documentation, including updates, applicable enhancements, and all pertinent comme,ltary as well
as any procedural code such as job control language.
"Object Code" shall mean a copy of the computer programming code assembled or compiled in magnetic
or electronic binary form on software media, which are readable and usable by machines, but not
generally readable by humans without reverse assembly, reverse compiling, or reverse engineering.
"Installation Date" shall mean the date that the Licensed Program(s) are installed /loaded on a designated
machine.
"Delivery Date" shall mean the date that the Licensed Program(s) and the software documentation
therefor have been received by the Customer. For services, the "Delivery Date" refers to the date
services are performed.
"Acceptance" shall mean that the installed /loaded Licensed Program(s) have gone through the program
testing and acceptance period as described in Section VI, and within such acceptance period have been
found by Customer to be functioning in accordance with the performance requirements for same as set
forth in the Request for Proposal and HTE's Proposal.
"Support Services" shall mean the maintenance and support call services provided to Customer for the
HTE Licensed Program(s).
"Request For Proposal" shall mean the City of Pueblo, Colorado Request For Proposal For Financial
And Public Safety Systems issued November 16, 1998, as modified by HTE's Proposal.
"HTE's Proposal" shall mean the Proposal submitted by HTE dated November 30, 1998 in response to
the Request For Proposal.
II. LICENSE.
The license granted under this Agreement permits the Customer, subject to the provisions of Sections
VIII, IX, X and XII of this Agreement to:
a. Make use of the Licensed Program(s) on the designated Machine(s), CPU(s) and
Hardware and on any replacement machines, CPU's and hardware if the designated
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machines are removed from service and replaced with other compatible equipment.
Customer shall seasonably provide HTE with sufficient identifying information for each
such replacement machine, CPU or hardware.
b. Copy the Licensed Program(s) in machine readable object code and source code form
( "Licensed Copies ") to provide sufficient working, back -up and archival copies to
support the Customer's use of the Licensed Program(s) as authorized under this
Agreement; provided, however, that Customer, upon HTE's request from time to time,
shall promptly provide HTE with a statement indicating the number of Licensed Copies
then existing; and provided further, that Customer will not remove any copyright or
proprietary- rights legend from Licensed Copies.
C. Transfer the Licensed Program(s) to a back up machine(s), CPU's and hardware to be
used when the designated back -up machine(s), CPU's or hardware, or any part thereof,
is temporarily inoperable. Customer shall seasonably provide HTE with identifying
information for each such back -up machine(s), CPU's or hardware.
d. Modify any Licensed Program(s), including the source code therefor, to form an updated
software application product module or software program 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 HTE's ability to
maintain the Licensed Program(s) and will, upon notice to Customer, relieve HTE of any
responsibility to provide support services thereafter and terminate Customer's obligation,
if any, to pay thereafter for such support services. Any updated work using portions of
the Licensed Program(s) that meets the above criteria will continue to be subject to all
terms of this Agreement.
e. Have access to a copy of the Licensed Program(s). Unless otherwise provided herein,
the Licensed Program(s) are provided in and may be used in both source code and
machine - readable object code.
III. TERM.
This Agreement, and the License granted hereby, is effective from the date on which it is signed by both
parties and will remain in effect until terminated by the Customer upon thirty (30) days prior written
notice or by HTE as stated in this section. Unless otherwise specifically terminated or canceled as
provided in this Agreement, the Term of this Agreement with respect to the License granted hereby shall
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be for a period of not less than ninety -nine years, and it shall be renewable at Customer's option for
another 99 years upon payment of a renewal license fee of $1.00. Termination of the License granted
by this Agreement may be exercised by Customer independently of termination of support services and
all other provisions of this Agreement. The License granted pursuant to this Agreement may be
terminated by the Customer only when all Licensed Program(s) and Licensed Copies have been returned
to HTE or destroyed. In such event, an authorized representative of HTE, upon request, shall be
afforded sufficient access to Customer's premises to veriR, 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 terminate this Agreement, except with respect to software licenses granted to Customer, upon
thirty days prior written notice if the Customer commits a material breach of this Agreement and fails
within said thirty days to cure any such breach. Any outstanding responsibility of the Customer provided
under this Agreement shall not be invalidated due to the expiration, termination or cancellation of this
Agreement. HTE may not terminate or revoke the License granted herein with respect to Licensed
Program(s) except for material breach by Customer of the provisions of Sections VIII, X, XII or XIII
hereof or the provisions of Section VII relating to access, use and disclosure of the source code for the
Licensed Program(s), or failure of Customer to pay the one -time License Fees set forth in the
Schedule(s) to this Agreement.
IV. HTE SUPPLIED PRODUCT(S) AND /OR SERVICES
HTE shall supply the Licensed Program(s) specified in the Supplement(s) in both source code and
machine readable object code 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 will 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 are more specifically described in HTE's Proposal and the Supplement(s) and Exhibits
hereto, and shall constitute the complete list of deliverables provided by HTE.
HTE assumes no liability for any Hardware or other third party products beyond manufacturers' warranty
specified in the Supplement(s); provided, however, that HTE represents that the Licensed Program(s)
furnished by HTE hereunder shall be compatible with the Hardware furnished by HTE under this
Agreement.
V. PRICING AND PAYMENT TERMS.
All pricing and terms associated with Licensed Program(s) and any other HTE products and services are
specified in HTE's Proposal and Supplement(s) to this Agreement. Unless specified to the contrary,
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prices quoted in the Supplement(s) to this Agreement are valid for one hundred twenty (120) days from
the date of execution of this Agreement. HTE may increase its prices without notice only on items not
provided for in the Supplement(s).
Fees for HTE Support Services are payable within thirty (30) days after customer's receipt of an invoice
for all Support Services described in an invoice which has been provided prior to the date of the invoice.
Fees payable to third party Vendors, if any, 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 the furnishing of goods or services under this Agreement or taxes upon
activities resulting from this Agreement, including sales and /or use taxes, but not including any income
tax or occupation tax payable by HTE, will be the responsibility of Customer; provided, however, that
Customer represents and warrants that it is a Colorado home city exempt from payment of sales and use
taxes. HTE will accept an exemption certificate from the Customer in lieu of such taxes. Such
exemption certificate will need to be provided to HTE within thirty days after contract execution.
VI. LICENSED PROGRAM TESTING AND ACCEPTANCE
Beginning on the date ten (10) days after the installation of the Hardware or the delivery of the Licensed
Program(s), whichever is later, the Licensed Program(s) will be available for non - productive use for
testing for an additional period of thirty (30) days. This testing period is to determine 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 or within ten (10) days thereafter, 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 date ten (10) days
following 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), if necessary, 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.
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Data Conversion is provided for in HTE's Proposal and the Supplement(s) to this Agreement and will
be invoiced as incurred at the rate specified in HTE's Proposal and applicable Supplement(s). 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, beyond that set forth in the Proposal, 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.
Modifications, if any, for work beyond the scope of HTE's Proposal will be provided for in the
Supplement(s) and will be controlled by the HTE System Change Request form ( "SCR") which will be
prepared for the Customer by the HTE Project Manager responsible for that nodule. 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).
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 to do so and pays HTE's annual support
fee. The License granted to Customer herein for Licensed Program(s) shall not be affected by
Customer's discontinuation of Support Services from HTE at any time.
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 to calls, under normal conditions, in approximately two (2) hours of receipt of
incoming call.
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 of 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 HTE. During any period when HTE is providing support services
to Customer, Customer shall obtain written authorization from HTE before attaching to the computer
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system any equipment not supplied or approved by HTE. Authorization shall not be withheld unless said
equipment will cause operational damage to the system, or require undue system support from HTE.
Customer acknowledges that the systems supplied by HTE have unique operating properties and are a
matched system of components which should 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 deviations from 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).
HTE prohibits access to the source code for the Licensed Programs except as expressly provided
hereunder. Accordingly, after completion of all of HTE's services under this Agreement, Customer may
obtain Support Services for subsequent annual periods from any competent firm or consultant selected
by Customer, provided that, before permitting access to the source code for any Licensed Program(s),
Customer shall (a) provide thirty (30) days advance written notice to HTE of its intent to contract with
a third party and (b) require any provider of such Support Services to sign a three -party agreement in
the form attached as Exhibit 2 hereto. Under no circumstances shall Customer permit any person or
firm, to whom HTE has reasonable objection, to have access to the source code for the Licensed
Program(s).
VIII. PROTECTION AND SECURITY OF PROPRIETARY MATERIALS
The Customer acknowledges that the Licensed Program(s), including the source code (if applicable),
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 HTE. The Customer agrees that, except as otherwise permitted in this Agreement, it shall
not at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party 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, and, provided there is compliance with
Section VII hereof, its agents and contractors. 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 damages, and, accordingly, shall be entitled to seek an injunction against such
breach or threatened breach.
All proprietary rights in the Licensed Program(s) developed by HTE are, and shall remain, the property
of HTE only. HTE and Customer each hereby agrees that all alterations and modifications to the
Licensed Program(s) form part of the overall and evolving collective work edited by HTE and published
under HTE's name and, as such, shall be and remain the sole and exclusive property of HTE. Customer
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hereby confirms that HTE, and its successors and assigns, owns the entire title, right and interest to the
Licensed Program(s) and any implied rights therein, including the right to reproduce, prepare derivative
works based upon the copyright or other intellectual property right in the Licensed Program(s),
distribute by sale, rental, lease or lending or by other transfer of ownership, to perform publicly, and to
display, in and to the Licensed Progra:i.(s) and any implied rights therein, whether or not the Licensed
Program(s) and implied rights therein constitutes a "work made for hire" as defined under U.S. law.
Customer agrees that no rights in the Licensed Program(s) or any modifications thereof, or implied rights
therein, are retained by Customer except as provided in this Agreement and Customer agrees to
cooperate as is necessary so that HTE may protect the copyright ability of the Licensed Program(s) and
the implied rights therein. To the extent that Customer incurs or is otherwise liable for any fees, costs
or other expenses ( "Customer Expenses ") in cooperating to protect the copyrightability of the Licensed
Program(s), HTE hereby agrees to promptly reimburse and indemnify Customer for any such Customer
Expenses.
IX. WARRANTY
HTE warrants that for and during the period of one (1) year from the date hereof, the HTE Licensed
Program(s) listed in the Supplement(s) will perform in substantial compliance with the requirements of
the Request For Proposal and HTE's Proposal, and to the extent not inconsistent therewith, the reference
documentation supplied by HTE, provided the Licensed Program(s) are used in the proper operating
environment. Any other utility or incidental software distributed by HTE will be on an "AS IS" and
"WITH ALL FAULTS" 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, defend and hold Customer harmless against expenses, including reasonable
attorneys' 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, HTE shall, if
possible, obtain without further expense the right of License for the Customer to use the HTE Licensed
Program(s) or if that is not possible, HTE 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 HTE.
THE WARRANTIES SET FORTH IN THIS AGREEMENT (AND IN ANY DOCUMENTS
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EXPRESSLY INCORPORATED BY REFERENCE HEREIN) ARE LIMITED WARRANTIES
AND ARE THE ONLY WARRANTIES MADE BY HTE. HTE DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT
LIMITATION', ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY
OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE (WHETHER OR NOT
HTE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN
FACT AWARE OF ANY S UCII PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY
REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING,
EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE
VALIDLY DISCLAIMED. IN ADDITION, HTE EXPRESSLY DISCLAIMS ANY
WARRANTY OR REPRESENTATION TO ANY PERSON OR ENTITY OTHER THAN
CUSTOMER WITH RESPECT TO THE LICENSED PROGRAM(S) OR ANY PART
THEREOF. THE PROVISIONS OF THIS SECTION SHALL SURVIVE ANY TERMINATION
OR EXPIRATION OF THIS AGREEMENT. NO DEALER, AGENT, OR EMPLOYEE OF
HTE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS
TO THIS WARRANTY.
X. COPY AND USE
Customer shall have the right to use the Licensed Program(s) in equipment or systems supplied or
approved by HTE, and in any equipment or systems which subsequently replace the supplied or
approved equipment or systems, 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.
Apart from the License of the Licensed Program(s) granted in this Agreement and in any incorporated
documents herein, the grant to Customer of the Licensed Program(s) does not include a grant to
Customer of any right to engage in any activity with respect to the Licensed Program(s) not specifically
authorized hereby or in the specifically incorporated documents relating hereto or attachments, nor any
ownership right, title or interest, nor any security interest or other interest, in any intellectual property
rights relating to the Licensed Program(s) nor in any copy of any part of the Licensed Program(s).
XI. LIMITATION OF LIABILITY AND REMEDIES
To the extent permitted 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,
defend and hold harmless the Customer from and against all direct damages and costs of any kind,
including but not limited to reasonable attorney 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 due to Customer's own negligence. 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
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possibility.
Except for HTE's obligations to indemnify the Customer under infringement actions, as noted in Sections
IX and XI1 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 form of action, is limited to the total
amount of fees paid by Customer under this Agreement for HTE Licensed Program(s) and services, not
including any fees associated with HTE project management and related out -of- pocket expenses.
In situations involving performance or nonperformance of Licensed Program(s) furnished under this
Agreement, the Customer's remedy is (1) the correction by HTE 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.
The agreements of Customer and HTE under this Section shall survive termination of this Agreement
and continue in full force and effect thereafter.
XII. PATENT AND COPYRIGHT INDEMNITY
HTE will, at its expense, defend the Customer against any claim that the HTE Licensed Program(s)
supplied hereunder infringe a U.S. patent or copyright, and HTE will pay all costs, damages and
reasonable 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 HTE prompt written notice of any such claim, and
b. Allow HTE 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
determined 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.
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X1II. 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.
Specifically, unless otherwise provided for herein or in the incorporated documents, the Customer shall
not:
a. Knowingly or negligently permit third parties to use the Licensed Program(s) and related
documentation, except in accordance with the terms and conditions of this Agreement.
b. Publish or provide any results of benchmark tests run on the Licensed Program(s) to a
third party without HTE's prior written consent; or
C. Rent, lease, grant a security interest in, or otherwise transfer rights to the Licensed
Program(s) or related documentation, except as specifically permitted herein.
d. Claim any ownership rights in any �d erivative works created by the Customer which are
based on the Licensed Program(s).
XIV. MISCELLANEOUS AGREEMENT PROVISIONS
Year 2000 Readiness Disclosure. HTE warrants that the HTE Licensed Programs delivered under this
Agreement are, or by December 31, 1999 shall be, able to accurately process data/time data (including
but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and
twenty -first centuries, and the years 1999 and 2000 and leap year calculations.
Applicable Law. This Agreement shall be governed by the laws of the State of Colorado.
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
either the Customer or HTE, except upon prior written consent of such other party (which consent shall
not be unreasonably withheld); provided, however, that HTE hereby provides its consent to Customer
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assigning and transferring this Agreement and its rights hereunder, or a portion thereof, to such third
party financing source with whom Customer agrees, on Customer's behalf, to provide payment to HTE
of amounts owed or to be owed by Customer hereunder otherwise relating to Customer's financing
of the transactions contemplated hereby.
Successors Bound. The terms 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.
Force Majeure. HTE is not responsible for failure to have fulfilled its obligations under this Agreement
where such failure is due to war, insurrection, nuclear detonation, civil riot, or Acts of God.
Severability. If any term or provision of this Agreement or the application thereof to any entity, person
or circumstances 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 Federal Express or other
overnight delivery service or United States first class mail, postage prepaid, addressed to the party for
which it is intended at the address set forth on the first page of this 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 twenty -four (24)
months after the termination of this Agreement, the parties to this Agreement may not offer to hire or
in any way employ or compensate any of the employees of the other party or persons who have been
employed by the other party within the immediate past twenty -four (24) months without prior consent
of the other party.
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.
Entire Agreement. This Agreement, including the Request for Proposal, HTE's Proposal and any
Supplement(s), Exhibits 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, 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
-12-
Rev. 12/28/98; Mod. 12/29/98
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 PUEBLO, a Municipal Corporation
By_
President f he City Council
Attest:,
City k
H.T.E., INC.
By
Name: SUSAN D. FALOTICO
CHIEF
Title:
Balance of Appropriation Exists and
Funds Are Available:
Director of Finance
Approved as to form:
,41.6ty Attorney T
IBM and AS /400 are registered trademarks of International Business Machines Corporation.
-13-
Rev. 12/24/98
SUPPLEMENT TO SOFTWARE LICENSE AND
SERVICES AGREEMENT
HARDWARE PURCHASE AGREEMENT
This Hardware Purchase Agreement (this "Hardware Agreement ") is a Supplement to the Software License and
Services Agreement ( "Master Agreement ") between H.T.E., Inc. ( "HTE ") and City of Pueblo, a Municipal
Corporation ( "Customer ") dated the 28th day of December, 1998.
I. HARDWARE
HTE shall sell to Customer and Customer shall buy from HTE the Hardware listed on the Schedule(s), under the terms
and conditions contained herein. The parties understand and acknowledge that Customer may elect to enter into a lease
or lease purchase agreement with a third party under which Customer will assign or transfer its interests under this
Hardware Purchase Agreement, or a portion thereof, to the third party who will purchase the Hardware and lease the
same to Customer. Consequently, Customer may freely assign or transfer its rights under this instrument to such third
party lessor and the term "Customer" as used in the Hardware Purchase Agreement shall be taken to mean and include
any such assignee or transferee. Customer may not cancel or modify any order for Hardware described on the
Schedule(s) without the prior written consent of HTE.
HTE represents and warrants that it is an authorized reseller of all Hardware being provided to Customer under this
Hardware Agreement.
II. SYSTEMS SOFTWARE
Customer shall receive a license to use the systems software (the "Systems Software ") that is provided by the
Manufacturer of the Hardware to operate the Hardware and is more fully described on the attached Schedule(s), and
title to the Systems Software shall remain with the Manufacturer. Customer agrees to protect the Systems Software,
which is and shall remain proprietary to the Manufacturer, in accordance with the Manufacturer's instructions.
III. INSTALLATION
Customer shall contact HTE's Project Manager to schedule the upgrade and installation of the Hardware listed in the
Schedule(s) and shall be responsible for all necessary site preparations prior to and during the installation of the
Hardware in accordance with HTE and Manufacturer's instructions. Such site preparations may include, but are not
limited to, provisions of electric power requirements, the installation of all required data and power cabling, and the
provision of sufficient furniture and flooring for the Hardware.
Customer shall bear any costs or penalties incurred by IITE as a result of Customer's failure to provide adequate
facilities for installation as per HTE and Manufacturer's instructions or as a result of Customer's unreasonable failure
to accept delivery of the Hardware. However, in no event shall any delays in such site preparations by the Customer
negate the payment terms as provided for in the Schedule(s) to this Hardware Agreement.
In the event that the Customer makes any changes to the Hardware order (i.e. Hardware configuration, delivery date,
Customer Facility location, etc.) which results in increased prices from the Manufacturer or the imposition of late order
charges /penalties by the Manufacturer, Customer shall reimburse HTE for such changes /penalties or increase in cost
at the time such charges are incurred.
Re�'.12/24/98
Customer agrees to grant access to the Manufacturer and/or HTE as needed, to install mandatory engineering changes,
order features, or model conversions to the Hardware.
In conjunction with the installation of the Hardware, HTE will provide Customer with one (1) copy of each of the
Manufacturer's hardware manuals which have been provided by Manufacturer.
IV. DELIVERY
Delivery dates are approximate and any delivery schedule provided is estimated only and presented in good faith by
HTE. HTE will not assume any liability, consequential or otherwise, for any delay or failure to deliver all or any part
of the Hardware.
Risk of loss with respect to all Hardware shall remain with HTE or the manufacturer of the Hardware until delivery and
unloading at Customer's premises.
V. PRICING AND PAYMENT TERMS
All pricing and terms associated with the Hardware are specified in the attached Schedule(s). Amounts payable to HTE
as specified are payable in full without setoff or deduction. In addition to the Purchase Price and all other charges
required to be paid by Customer, Customer shall pay sums equal to all taxes (including, without limitation, sales, use
privilege, ad valorem or excise taxes) however designated, levied or based on amounts payable to HTE hereunder or
on Customer's use or possession of the Hardware pursuant to this Hardware Agreement, but exclusive of United States
federal, state, and local taxes based on the net income of HTE. Customer shall not deduct from payments to HTE any
amounts paid or payable to third parties for taxes, however designated. Without limiting the foregoing, Customer shall
promptly pay to HTE an amount equal to any such items actually paid, or required to be collected or paid, by HTE.
VI. MAINTENANCE
Maintenance is not provided under the terms of this Hardware Purchase Agreement. Unless otherwise provided for
herein or in the Master Agreement, it shall be Customer's responsibility to keep and maintain the equipment in good
operating order, and to provide for the maintenance of the Hardware. HTE has advised Customer that maintenance is
available from the Manufacturer and other third parties and that securing proper maintenance is essential to the proper
functioning of the Hardware and perhaps to the continuation of warranty coverage. HTE makes no claims as to the
reputability of any third party maintenance vendors.
VII. WARRANTIES
HTE is not the manufacturer of the Hardware, and therefore makes no warranties, express or implied, concerning the
Hardware and Systems Software. Except as provided otherwise in the Request For Proposal and HTE's Proposal, no
representation or other affirmation of fact, including but not limited to statements regarding capacity, suitability for use
or performance of the Hardware or Systems Software shall be or be deemed to be a warranty or representation by HTE
for any purpose, nor give rise to any liability or obligation of HTE whatsoever, and the provisions of any Manufacturer's
agreement with HTE setting out the Manufacturer's warranty and service responsibilities together with all limitations
thereon and exclusions therefrom are incorporated into and made a part of the Hardware Agreement. Upon full payment
of the Purchase Price, HTE shall provide for Customer to receive any and all Manufacturer's warranties in connection
with the Hardware and Systems Software and all rights to make claim for breach of warranty which are or may be
available with respect to the Hardware and Systems Software and all rights to make claim to the Hardware and Systems
Software, to the extent allowed by the Manufacturer. Customer understands that the warranties provided under this
Hardware Agreement may commence upon availability of the Hardware for delivery, shipment from the Manufacturer,
date of installation or upon a specified period follo ins shipment from the Manufacturer (depending upon the
Rev. 12/24/98
Manufacturer).
EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE MASTER AGREEMENT (INCLUDING THE
REQUEST FOR PROPOSAL AND HTE'S PROPOSAL), HTE MAKES NO EXPRESS OR IMPLIED
WARRANTIES OF ANY KIND, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE HARDWARE AND SYSTEMS SOFTWARE, AND
EXPRESSLY DISCLAIMS THE SAME. SPECIFICALLY, AND EXCEPT AS OTHERWISE SO PROVIDED,
HTE DOES NOT WARRANT THE DESIGN OR CONDITION OF THE HARDWARE, ITS
MERCHANTABILITY OR ITS FITNESS OR CAPACITY OR DURABILITY FOR ANY PARTICULAR
PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE HARDWARE OR
CONFORMITY OF THE HARDWARE TO THE PROVISIONS AND SPECIFICATIONS OF ANY
PURCHASE ORDER OR ORDERS RELATING THERETO.
VIII. LIMITATIONS OF LIABILITY
Except for HTE's obligations in the License Agreement to indemnify the Customer under software infringement actions
and claims for personal injury or damages to real or tangible personal property proximately caused by 11TE's negligence,
HTE's liability for damages to the Customer for any cause whatsoever under this Hardware Agreement, regardless of
the form of action, is limited to the greater of $100,000.00 or the charges (if recurring, 12 months' actual charges apply),
for the product that is the subject of the claim. HTE shall not be liable for any damages caused by delay in shipment,
installation, or furnishing of Hardware, Systems Software, or services under this Hardware Agreement and, in no event
shall HTE be liable for any consequential damages, including lost profits, savings or reprocurement costs, even if HTE
has been advised of their possibility. Any claims or matters related to any liability under this paragraph or any other
provision of this Hardware Agreement shall be directed solely to the Manufacturer of the Hardware or Systems
Software.
IX. TITLE - SECURITY INTEREST
The title and the risk of loss shall pass to Customer on delivery and unloading of the Hardware at Customer's premises.
HTE may, however, reserve a purchase money security interest in the Hardware, to secure any unpaid portion of the
Purchase Price. A copy of this Hardware Agreement may be filed on behalf of HTE with appropriate state authorities
at any time after signature by Customer as a financing statement in order to protect its security interest in the Hardware.
After delivery and unloading and until such time as the Purchase Price and all other charges specified herein are paid
in full, Customer shall:
a) Maintain the Hardware in good operating condition..
a) Keep the Hardware free from liens and encumbrances.
a) Not permit use of the Hardware in any manner likely to be injurious to the Hardware.
a) Not remove or permit removal from its original location or make or permit any alterations without the prior
consent of HTE.
a) Keep HTE advised of the location of the Hardware, and permit HTE to inspect the Hardware at all reasonable
times.
a) Procure and maintain fire, extended coverage, vandalism, and malicious mischief insurance to the full insurable
value of the Hardware, with loss payable to HTE and Customer as their interest shall appear. In lieu of such
insurance, Customer may self insure the Hardware, directly or through participation in a governmental risk
Rev. 12/24/98
sharing pool, in the same manner as for other equipment and personal property owned by Customer.
X. LEGAL FEES AND WAIVER
In the event of any legal action brought by either party for breach of this Hardware Agreement, the non- breaching party
shall be entitled to reimbursement by the breaching party of all costs, expenses, and legal fees incurred in obtaining a
remedy to the breach, including an appeal. Failure of either party to enforce the breach of any portion of this Hardware
Agreement by the other party from time to time shall not constitute a waiver of such right in respect to the same or any
other breach.
XI. COMPLIANCE WITH LAWS
Customer shall comply with and conform to all local, municipal, state and federal laws relating to the operation of the
Hardware.
XH. INCORPORATION BY REFERENCE
This Hardware Agreement is the Hardware Purchase Agreement Supplement referred to in the License Agreement, and
except as modified hereby, all terms, conditions, provisions and covenants contained in the License Agreement are
incorporated by reference herein.
CUSTOMER:
CITY OF PUEBLO,
a Municipal Corporation
B y :_
Name:
Title: President of the City Council
HTE:
H.T.E., INC.
By: �USANO=
Name:
Title:
Attest:
City Cle
Balance of Appropriation Exists and
Funds Are Available:
Director of Anance
Approved as to form:
y
fi;6- City Attorn
SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT
BY AND BETWEEN HTE, INC. AND CITY OF PUEBLO, COLORADO
SCHEDULE A- PRICING AND PAYMENT SCHEDULE
CONTRACT NO.
This Supplement is to the H.T.E., Inc. Software License and Services Agreement dated, between H.T.E., Inc. (HTE) and
(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:
License No. Days Training Support
LICENSED PROGRAMS Fees of Training Fees Fees
Conversion
Fees
Finance & Admin Applications
Asset Management II
$ 14,500.00
2
$ 2,000.00
$ 2,200.00
GMBA
61,000.00
16
16,000.00
9,150.00
$ 12,000.00
Extended Reporting
Included
2
2,000.00
Included
Purchasing/Inventory
33,500.00
8
8,000.00
5,050.00
Bid Module
7,500.00
3
3,000.00
1,150.00
Cash Receipts (for AS /400)
18,000.00
2
2,000.00
Included
Accounts Receivable
21,500.00
7
7,000.00
3,250.00
Loans Module
12,000.00
2
2,000.00
1,800.00
Payroll /Personnel
36,000.00
13
13,000.00
6,500.00
10,000.00
Applicant Tracking
14,000.00
2
2,000.00
1,800.00
Land/Parcel Management
30,000.00
2
2,000.00
3,000.00
Menu Driver
5,000.00
Included
-
Included
HGE - Client - Concurrent Users (30)
10,500.00
4
4,000.00
3,750.00
Business Licenses / Sales Tax
15,500.00
4
4,000.00
2,350.00
Fleet Management
35,500.00
10
10,000.00
5,350.00
8,000.00
Automated Fuel System Interface
7,500.00
1
1,000.00
900.00
Work Orders/Facility Management
44,500.00
6
6,000.00
6,700.00
Report Writer No of Sessions
-
Impromptu - Administrator (1)
795.00
2
3,000.00
150.00
Impromptu - End Users (5)
3,475.00
Included
-
750.00
TOTALS
$ 370,770.00
86
87,000
j 53,850
1 30,000
PLEASE NOTE THAT TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF APPLICABLE, WILL BE
ADDED TO THEAMOUNT IN THEPAYMENT INVOICE(S) BEING SENT SEPARATELYTO THE CUSTOMER.
HTE Schedule A
Ver. 10/25/98
PUEB Schedule A- Financials.doc
12/29/98
AS /400 SYSTEM HARDWARE/SOFTWARE Hardware/ Support
AND SERVICES Software Line
Fees Services
Financial System/Public Safety Redundancy
ITEM Contract Execution Delivered Below*
License Fees
AS /400 System Hardware
$ 95,308.80
AS /400 System Software
7,186.75
84,000.00
AS /400 Installation Services
6,000.00
AS /400 Training Services
6,000.00
AS /400 Support Line Services
5,000.00
PC Network Support Line Services
7,500.00
AS /400 SYSTEM HARDWAREISOFTWARE TOTALS
$ 114,495.55
$ 12,500.00
PAYMENT SCHEDULE Due Upon Due As Due As
Total Contract Incurred/ Noted
ITEM Contract Execution Delivered Below*
License Fees
$ 370,770.00
$ 18,538.50
$ 352,231.50
ApplicationTraining Fees 84 days @ $1000 /day
84,000.00
84,000.00
Impromptu Training Fees 2 sessions @$1500
3,000.00
3,000.00
Support Fees
53,850.00
$ 53,850.00
Project Management - Level 11
Financial & Administrative 81.3 days @ $1000 /day
81,300.00
81,300.00
Conversion
GM SCR #9812039 96 hrs @$125/hour
12,000.00
6,000.00
6,000.00
PR SCR #9812040 80 hrs @$125/hour
10,000.00
5,000.00
5,000.00
FM SCR #9812041 64 hrs @$125/hour
8,000.00
4,000.00
4,000.00
AS /400 Hardware /System Software
114,495.55
11,449.56
103,046.00
HTE Support Line Services
12,500.00
12,500.00
GRAND TOTALS
$ 749,915.55
$ 29,988.06
$ 286,346.00
1 $ 433,581.50
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 S EPARATELY TO THE CUSTOMER.
*License Fees are due five percent (5 %) upon contract execution and ninety-five percent (95 %) upon installation of the
Licensed Program(s).
*HTE Application Support Service
HTE agrees that Customer shall be provided with one (1) year of support services in respect of the Licensed Program(s)
without charge for such 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 until January 1, 2001. Support fees for the initial term
of support are due January 1, 2000 in the amounts indicated above. 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
*Conversion fees are due as noted in the Conversion paragraph below.
*HTE AS /400 Support Line Services will begin ninety (90) days after installation of the AS /400 and shall be payable at that
time.
HTE 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 discounted fee of One Thousand Dollars ($1,000) per day per application.
(Examples: If one (1) HTE trainer schedules a training session for a single application on a specific day with the Customer and
the training session is completed within 8 hours, the Customer will be charged the full day fee of $1,000. If one (1) HTE
trainer schedules a training session for two (2) applications on a specific day and the training sessions are both completed
within 8 hours, the Customer will be charged the full day fee of $1,000. If two (2) HTE trainers schedule training sessions for
two (2) separate applications on a specific day and both training sessions are completed within 8 hours, the Customer will be
HTE Schedule A 2 PUEB Schedule A- Financials.doc
Ver. 10/25/98 12/29/98
charged for two (2) full days of fees. If two (2) HTE trainers schedule training sessions for a single application on a specific
day and the training session is completed within 8 hours, the Customer will be charged for the full day fee of $1,000.)
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 Two Hundred Eighty Dollars ($1,280.00) per day. The fee quoted above does not include
travel and living expenses.
** *Impromptu training consists of four (4) day- sessions, which days must be attended consecutively, and is currently priced at
$1,500 per session per attendee. The training takes place at the HTE Lake Mary, FL, facility. Customer is responsible for all
its attendees' costs of travel to and from Lake Mary.
Attachments
The following Exhibits are attached and made a part of this Agreement:
Exhibit 1 HTE System Hardware /Software - Financial System/Public Safety Redundancy
Exhibit 2 HTE Confidentiality/Non- Disclosure Agreement
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 Project Management
A description of Project Management is attached to this Supplement, if applicable, and will be invoiced as incurred, at the
billing rate of 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 HTE daily rate.. (The rate in effect at the time of this
Supplement is One Thousand Two Hundred Eighty Dollars ($1,280.00) per day).
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 final 50% 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 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 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 form(s) 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. Notwithstanding the above, no cancellation charges will be
due if such cancellation is due to any act of God or other act or circumstances beyond the control of Customer.
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.
HTE Schedule A 3 PUEB Schedule A- Financials.doc
Ver. 10/25/98 12/29/98
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.
HTE Schedule A 4 PUEB Schedule A- Financials.doc
Ver. 10/25/98 12/29/98
Project Management Level Descriptions
Level of project Management
HTE Services
Client Responsibilities
Level II
♦ Schedule training visits of HTE
♦ Provide a dedicated Project Manager
Application Specialists.
that monitors and tracts internal client
deliverables and tasks and serves as
♦ Create a detailed work plan which
the primary contact for HTE issues.
includes training visits, deliverable
schedules and project milestones.
♦ Develop test plans and monitor testing.
♦ Create the Project Scope Statement
♦ Participate in scheduled conference
that defines deliverables and
calls.
milestones.
♦ Coordinate and schedule internal
♦ Project Manager will conduct
resources for training and client
scheduled conference calls or on -site
provided deliverables.
status meetings with Client Project
Manager and or Project Team.
♦ Provide a single point of contact at
HTE.
♦ Maintain Work Plan and track budget.
♦ Maintain Issue Log
♦ Provide monthly status reports.
HTE Schedule A 5 PUEB Schedule A- Financials.doc
Ver. 10/25/98 12/29/98
HTE System Hardware / Software EXHIBIT 1
Investment Summary
City of Pueblo, Colorado
Financial System
12/7/98
Description Extended Discount Net Maintenance
Cost Cost Annual
AS /400 System Hardware
$112,128.00
$16,819.20
$95,308.80
$6,945.00
AS /400 System Software
$8,389.00
$1,202.25
$7,186.75
$469.00
AS /400 Installation
$6,000.00
$6,000.00
N/A
AS /400 Training
$6,000.00
$6,000.00
N/A
HTE AS /400 Support Line Services
$5,000.00
HTE Network Support Line Services
$7,500.010
System Tot .!
S132,51-00 .00
518,021.45
$114,495.55
519,914.00 ;
Qtional Considerations
Workstation w/Installation (each)
$2,402.00
$420.35
$1,981.65
$303.00
t Other than the I ITT Support Pees, the Maintenance Pees shown are for informational purposes only. Maintenance fecs are payable directly
to the Manufacturer or other party providing the maintenance services. Please do not include these maintenance fecs in any purchase
orders or payments sent to I ITF.
'Note: System configurations and sizing are based on information contained in the RPP. IITE reserves the right to n,ak2 changes
to the final configuration based on further discussion and/or an on -site analysis. Prices stated are valid for 90 days from the
proposal submission date. Irapplicable, the prices for IBM products and services are subject to change and are submitted for
your information only. The terms and policies of the IBM Corporation govern any portion of this proposal re!a:ing to
IBM products and services.
olorado.xls
II.T.r., Inc. CONFIDENTIAL
5
i
Date 1217/98
Time 5 :03 PM
City of Pueblo, Colorado
Financials/Public Safety Redundancy
HTE AS /400
Memory Sizing Assumptions
IBM AS /400 Sizin Assumptions Used:
9406- S20
Memory estimates only consider the applications as noted in the Sizing Estimate.
High volume word processing will be done on personal computers.
Average response time should average under two seconds.
Memory Estimate:
AS /400 base memory for Model S20 42161
Total number of Concurrent Users
Additional Memory for Client Server
Number of LAN's
Communication lines
Number of batch jobs
Number of spool writers
Total number of jobs
( 15.00
X 3.5 MB )
(
128 MB)
( 1.00
X 250 KB )
( 3.00
X 125 KB )
( 5.00
X 800 KB )
( Mas
1 MB )
( 800.00
X 20 KB )
256.00 MB
52.50 MB
128.00 MB
0.25 MB
0.38 MB
4.00 MB
1.00 MB
16.00 MB
Memory Total
Total Memory Recommended
458.13 MB
512 MB
v
Note: Memory recommendation is based on the City's future plans to add users and additional applications.
Pueblo Colorado.xls H.T.E., Inc. CONFIDENTIAL SIZING- Current
Date 1217/98
City of Pueblo, Colorado
Financials/Public Safety Redundancy
HTE AS /400
Disk Sizing Assumptions
Disk requirements for FITS applications are base on the sizing information
provided by the City of Pueblo, Colorado.
Disk utilization is not to exceed 70% excluding 5% workspace.
Online data history of five years was used as HTE's recommended standard.
HTE Disk Storage Estimate:
Programs
Time 5:03 PM
Data History and 4 Yrs
HTE System Software
50
MB
17
MB
Code Enforcement (4,000 Cases /yr)
41
MB
3477
MB
15
Cash Receipts (65,000 Cash Receipts/ yr)
36
MB
1024
MB
1
Case Management (30,000 Cases/yr)
287
MB
2625
M13
7
Asset Management (10,000 assets)
23
NIB
720
MB
2
Fleet Management (1,000 Vehicles)
119
MB
428
MB
5
Government Mgmt & Budgetary Accounting (80 funds)
290
NIB
2688
MB
3
Land Management (37,000 parcels)
200
NIB
2510
MB
3
Accounts Receivable (6,000 Invoices / yr)
105
MB
132
MB
3
Business (Occupational) Licenses (7,200 licenses/)T)
50
MB
2305
MB
3
Purchasing/Inventory (17,000 POs / yr )
161
MB
4991
MB
5
Payroll/Personnel (1,200 employees* 12 pay periods)
204
MB
1875
MB
5
Work Orders/Facilities Mgmt (1,000 work orders/yr)
351
MB
510
MB
7
CAD III Redundancy (97,791 Calls for Service)
30
MB
1479
NIB
5
AS /400 System Sofvvare
2500
MB
1000
MB
Total Disk Required
4,447
MB
25,781
MB
Work Space and Utilization:
Application Programs
Total Data History Requirement
Total Applications, Data,and History
Required Work Space
DASD Utilization
Total Disk Required
Additional DASD for RAID-5 protection
Total Disk Calculated
Total Disk Recommended
4,447 MB
25,781 MB
30,228 MB
1,511 MB
43,183 NIB
45 GB
8 GB
53 GB
54.47 GB
Pueblo Colorado.As H.T.E., Inc. CONFIDENTIAL SIZING - Current
Date 12/7/913 City of Pueblo, Colorado Time 5:03 PM
AS 1400 9406 -S20
Financial System /Public Safety Redundancy
System Hardware /Software Pricing
.System Hardware
Description Qty Unit Extended Discount Net Annual Warranty
Price Price 15% Cost Maintenance Period
AS /400 9406 -520 1
$72,522.00
$72,522.00
$10,878.30
$61,643.70
$3,360.00
12 months
216131/113.8 CPW Processor
5I2Mb of Memory
50.28Gb of Disk Storage /41.96Gb RAID -5 Protected
Base Twinax Controller (28 Devices)
Base CD -ROM
100 /1OMbps Ethernet Adapter
13Gb 1/4 -Inch Internal Cartridge Tape Drive
Three V.24 Communication Lines
Operating System /400 V4R3
3570 -COI Magstar Mag Tape Subsystem with 1
$21,155.00
$21,155.00
$3,173.25
$17,981.75
$2,100.00
36 months
AutoLoader, 20 Tape Cartridges and Cleaning
Cartridge
3489 -VIZ System Console (6546 -OOZ Monitor) 1
$1,174.00
$1,174.00
$176.10
$997.90
$123.00
36 months
6400 -005 5001pm Twinax Matrix Line Printer 1
$8,639.00
$8,639.00
$1,295.85
$7,343.15
$1,30S.00
90 days
with IPDS
7852 -40Z IBM 33.6 ECS Modem 1
$525.00
$525.00
$78.75
$446.25
$54.00
12 months
9910 -1331 Unity /I 3.OkVA Uninterruptible 1
$8,113.00
$8,113.00
$1,216.95
$6,896.05
N/A
60 months
Power Supply with Additional Battery Pack
System Hardware Total
$112;128 00 >> ° :16,819
2:'
$95,308 80
$6;945.00
Pueblo Colorado.xls II.T.E., Inc. CONFIDENTIAL AS400 FinIPS Redund
Date 12/7/98 City of Pueblo, Colorado Time 5:03 PM
AS /400 9406 -S20
Financial System /Public Safety Redundancy
System Hardware /Software Pricing
System Software
Description Qty
Number
Extended
Discount
Net
Warranty
Annual
of Users'
Price
15%
Cost
Period
Support
5733 -SM I Software Subscription - One Year Prepay Z 1
N/A
$351.00
$0.00
$351.00
N/A
$469.00
5769 -VPI ValuPak/400 includes: I
N/A
$3,500.00
$525.00
$2,975.00
30 days
5769 -SS I Operating System /400 Feature #0359:
Print Services Facility, 1 -19 Impressions/Minute
N/A
5769 -XW 1 Client Access Windows Family /400
10
5769 -QU I Query/400
N/A
5769 -STI D132 /400 QRYMGR & SQL
N/A
5769 -PTI Performance Tools /400
N/A
5769 -XY1 Client Access Windows Family /400 1
1
$275.00
$41.25
$233.75
30 days
5769 -1`WK Application Development Toolset I
N/A
$1,250.00
$187.50
$1,062.50
30 days
Plus /400 Includes:
5769 -PW1 Application Development Toolset/400
5769 -CL3 Application Development Client Server /400
5716 -DCT Language Dictionaries I
N/A
$495.00
$74.25
$420.75
30 days
5769 -WPI OfficeVision /400 3 1
1
$1,295.00
$194.25
$1,100.75
30 days
5769 -RGI ILE RPG /400 1
N/A
$1,200.00
$180.00
$1,020.00
30 days
5755 -AS5 AS /400 Program Group I
N/A
$23.00
$0.00
$23.00
30 days
System Software Total
$$,389 00
$1;202:2`_ :'
$�,18t:75
$469.00'
;System Installation (flat fee)'
<' $6,000 00
$0 00'!
$6,00000
Pueblo Colorado.xls II.T.E., Inc. CONFIDENTIAL AS400 Fin[PS Redund
Date 1217/98 City of Pueblo, Colorado Time 5:03 PM
AS1400 9406 -S20
Financial System /Public Safety Redundancy
System Hardware /Software Pricing
Technical Training {Days) ° 5 $1,200 00 SG,000 00 $0 00
' The maximum chargeable number of users for this processor group is 10.
Z This stand alone software maintenance offering will provide entitlement to AS /400 program updates (release and version upgrades).
Subscription to this Soffivare Maintenance Offering is required for Version 4 customers to obtain future program ipgrades.
This DOTS NOT include telephone sofhvare support.
3 Assumes that OV /400 will not be used as the LAN e-mail and /or word processing. IFOV /400 is going to be uses. for e -maiI and /or word processing
then the price per user would have to be added.
° Installation and/or training prices do not include travel and living expenses. Actual travel and living expenses for
installation and/or training trips will be re- billed to the customer.
Pueblo Cnlorado.xls II.T.E., Inc. CONI'IDENTIAL AS400 Fin[PS Redund
Date 1217/98
HTE, Inc.
System Workstation Pricing
for
The City of Pueblo, Colorado
Financial System/Public Safety Redundancy
Time 5:03 PM
,�Vstein Vorkstation
T...,�,y..T�o, -. ; ,.r . ��.,,..�fs �-
,1Description .� :� I > r QtS 'I ist ;•„ ;.; Exfcricieil
" ;, z , R •;Cztendcd„ W,arra13
. {.�..;, r ? �cC.. ,3'J' p. ,. �.. r'ia5 itl .:• -' {� ;�, ', •g .at ' • F;
3 .e, • . 1 .: S' 'C�:� •: Yt•: ;t' �'. A•G y 'S �� ° "•.:k4r ..3 d� d ':.,Z
... .:i•,:,.•r >:5 <v t x z t ,��• '�'��� •i i .- ..iai_._lrr.� -._., allt l �� - '�..........:
Compaq Deskpro EP SBS P2 300MMX MHz 32Mb; 1 $1,800.00 $1,800.00 $223.00 12 months
4.3Gb HDD; Floppy; Keyboard; Mouse;
Windows 95; 24xCD -ROM
M na'; o>. Magnascan 17" Color Monitor 1 $449.00 5449.00 S80.00 24 months
or
Magnavox Energy 21" Color Monitor 0 $ 1,199.00 $0.00 $0.00 24 months
Netelligent 10 /100 ENETTX PCI UTP Controller 1 $103.00 $103.00 N/A 12 months
or
Netelligent 4/16 TR PCI UTP /STP Controller 0 $285.00 $0.00 N/A 12 months
Surge Protector - Spike Bar, 8 Outlets 8' Cord 1 $50.00 $50.00 N/A 30 days
N orkstation Subtotal 52,402.00 5303.00
Workstation Discount (S420.35)
+• "•-- •s,�,. " �'{? �.;•'* 7 ^ +•c •, �;•y:.-"i:•w.�'�'"�.:i"�� r�;• c� k:n* "SY;?,^'!'""s,..��? �;�„R
�. _� ,�� al �.•� �` �.r�s � .�• :�,�-> r.a ��•` : ~: `��� �a���'�303.00"� :�- •s
,�V,orksfation �i�andTot � es' _ ': R..* • M.,.:�;:': " •. >w. , k, { _ X' �.°+.�``"' e a �� �'
y.r..__..... �... .,... �..rw.a .l asa'.�1:,: �. �.' a3`: . :i.:.:.ra:' =�.:yr�+_iev :w�it� rasa. = +.. �.�,,:.ra• . ��.._..,�._.a.•c ^, �]t' w
Wori:st.:ition Installation (3 hours each} ` 3 5150.00 S450.00 N/A
' The recommended minimum configuration for PC workstations is a Pentium 133Mhz with 32Mb of memory,
2001Ib of available disk space for IBM and HTE software installation and Windows95/NT.
z Warranty on the workstations is 3 years, 1 year on -site and 2 years depot. Extended Warranty charges for the
workstations are based on additional warranty charge to uplift service to on -site for years 2 and 3.
Warrant. for the Magnovox monitors is Depot only.
3 Mapping/Dispatch positions for Public Safety applications may want to consider the larger monitors.
° The third -party hardware and pricing referenced in this proposal are guaranteed for 30 days only. Availability
and pricing are subject to change at the discretion of the manufacturer; therefore, this proposal may require
updating part numbers and pricing.
5 Installation andlor training prices do not include travel and living expenses. Actual travel and living expenses for
installation andlor training trips will be re- billed to the customer.
Pueblo Colorado.xls H.T.E., Inc. CONFIDENTIAL 300MHz WS
Date 1217/98
AS /400 Hardware /Software
Technical Support Services
HTE SYSTEM TRAINING / INSTALLATION ASSISTANCE
Time 5:03 PM
HTE Technical Services group provides AS /400 installation assistance for new system installations and for AS /400 system upgrades.
HTE will order, track, schedule delivery for the proposed AS /400 system. In addition, HTE will bill and invoice the customer for the proposed AS 1400 system
and associated peripherals.
An AS /400 consultant / System Engineer will assist with:
* Project Planning / Management to ensure timely and accurate implementation of deliverables
* Provide pre -site planning review
* Perform on -site services such as:
* installation of IBM Cumulative system software maintenance tapes
* installation of HTE application software
* define system parameters and devices to the AS /400
* provide system operations / administration training for up to 3 users
Pueblo Colomdo.xls II.T.r., Inc. CONFIDENTIAL SUPPORT
Date 1217198
HTE TEChINICAL SUPPORT LINE
AS /400 Hardware /Software
Technical Support Services
HTE Technical Support Line is an HTE service to help enhance the productivity of AS /400 users and support staff. It is designed to provide customers
a single focal point for AS /400 system - related issues. HTE Support Line is available 7 days a week, 24 hours a day. HTE Support is accessible
either electronically or by telephone.
The IITE Technical Support Line provides assistance with:.
* Usage questions for system software such as OfficeVision/400, Query/400, Client Access /400
* Usage questions for system sofhvare integration with HTE applications
* System operator and system administrator usage questions such as responding to messages, security, profiles
* Device set -up and connectivity issues
* System software and hardware upgrade planning
* Assistance with hardware problem notification and management to third party vendors
* System sofhvare problem handling and resolution
The HTE Network Support Line Services for PC's and Networks provides assistance with:
* General LAN/WAN questions
* Device set -up and connectivity issues
* System operator and system administrator usage questions such as responding to messages, security, profiles
* Usage questions for system software integration with HTE applications
* Assistance with hardware problem notification and management to third party vendors
* Network Operating System assistance configurations and tuning
* Bulletin Board assistance for fixes
Time 5:03 PM
Pueblo Colorado.xls II.T.E., Inc. CONFIDENTIAL SUPPORT
EXHIBIT 2
CONFIDENTIALITY/NON- DISCLOSURE AGREEMENT PERMITTING ACCESS TO
SYSTEM DOCUMENTATION AND SOURCE CODE
THIS CONFIDENTIALITY/NON- DISCLOSURE AGREEMENT PERMITTING
ACCESS TO SYSTEM DOCUMENTATION AND SOURCE CODE (hereinafter referred to as
the "Agreement ") is made and entered into as of the last day and year written below by and among
H.T.E., Inc. (hereinafter referred to as "HTE "), ( "Customer ")
and ( "Consultant ").
WITNESSETH:
WHEREAS, HTE owns certain confidential and proprietary computer programs,
documentation and related information ( " Licensed Programs ") which is more particularly described
in that certain H.T.E., Inc. Software License and Services Agreement between H.T.E., Inc. and
Customer (the "License Agreement "); and
WHEREAS, the License Agreement between HTE and Customer requires Customer to
keep the Licensed Programs confidential and to prevent exposure to any unauthorized person; and
WHEREAS, Customer desires to provide the Licensed Programs to Consultant to permit
Consultant to provides services to Customer; and
WHEREAS, HTE is agreeable to permitting Consultant access to the Licensed Programs as
has been requested by Customer only on the condition that Consultant agrees to safeguard the
Licensed Programs and any other information belonging to HTE which is provided by Customer to
Consultant:
NOW THEREFORE, intending to be legally bound, the parties hereto agree as follows:
1. Grant of Access to Licensed Programs HTE hereby agrees to permit Customer to
allow Consultant (and those employees of Consultant having a need to know) access to the
Licensed Programs for the sole purpose of allowing Consultant to provide services to Customer.
The Licensed Programs and other information which may be provided to Consultant by Customer
or to which Customer may gain access in connection with the Licensed Programs contain
information which is proprietary to HTE and shall be protected by Consultant as hereinafter
provided.
2. Non - Disclosure Consultant acknowledges that the Licensed Programs are
proprietary to HTE and are confidential and constitute a valuable asset of HTE, and Consultant
agrees to safeguard and to prevent unauthorized use by copying or disclosure to any other person or
entity. Consultant shall promptly advise HTE and Customer in writing if Consultant learns of any
unauthorized use, copying, or disclosure of the Licensed Programs by anyone, whether an
employee, former employee or agent of Consultant, or others, and shall immediately take all
Th— Pzny Cont ,nwlity Agreement
Revised My 22, 1998
reasonable steps within Consultant's power to stop any unauthorized use or disclosure of the
Licensed Programs.
3. Termination Consultant, upon completion of the engagement for which Customer
requests HTE's permission hereunder, or upon Consultant's earlier termination, or upon demand of
Customer or HTE, shall return to Customer all copies of the Licensed Programs in Consultant's
possession or control.
4. Injunctive Relief Consultant and Customer acknowledge that the use or disclosure
of the Licensed Programs in a manner inconsistent with this Agreement will cause HTE irreparable
damage and that HTE shall have the right to equitable and injunctive relief against Consultant to
prevent any unauthorized use, copying or disclosure, and to such damages from Consultant as are
occasioned by any such unauthorized use or disclosure, including but not limited to reasonable
attorneys' fees and costs incurred before trial, at trial or upon any appellate level in enforcing HTE's
rights hereunder. Consultant acknowledges and agrees that any breach of the terms of this
Agreement by any of its employees shall constitute a breach of this Agreement by Consultant and
Consultant shall be strictly liable for the actions of its employees with regard to their access to or
use of the Licensed Programs.
5. Governing Law This agreement shall be governed by, interpreted in accordance
with, and enforced under the laws of the State of Florida.
6. Survival. The obligations and duties set forth herein or contemplated hereby shall
survive termination of this Agreement and Consultant's engagement with Customer.
7. Notices Any notice, request, demand, or other communication required or
permitted hereunder will be given in writing, communication charges prepaid, to the party to be
notified with a copy to all other parties. All communications will be deemed given when received.
The addresses for the parties for the purposes of such communication are:
If to Customer: C�'� &I
on = CA s4 Man q er
C li l l
P face-
If to Consultant:
If to Owner: H.T.E. Inc
1000 Business Center Drive
Lake Mary, FL 32746
A party may change its address only upon written notice to the other party in which case this
Agreement will be deemed to have been so modified.
Three N.y C- fid —iAily Ag,- -t
Rc,ised July 22. 1998
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in manner and form
sufficient to bind them on the date indicated below their respective signatures.
Customer:
Authorized Signature
Type or Print Name and Title
HTE, Inc.
Consultant:
Authorized Signature
Type or Print Name and Title
Date Date
Authorized Signature
Type or Print Name and Title
Date
Three Pany Confidentiality Agreement
Revised July 22, 1998