HomeMy WebLinkAbout8655RESOLUTION NO. 8655
A RESOLUTION APPROVING AN AGREEMENT
BY AND BETWEEN HTE, INC. AND THE CITY OF PUEBLO
RELATING TO COMPUTER SOFTWARE AND SERVICES
FOR PUBLIC SAFETYAND 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 22nd day of March, 1999 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 Public Safety applications (the "Agreement "), a true copy of which is attached
hereto, is approved.
SECTION 2.
The President of the City Council is authorized and directed to execute said Agreement,
and the City Clerk shall attest same.
SECTION 3.
Funds are and have been 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. 002 1999 100 000 040 1133 CIF for said Agreement.
INTRODUCED: March 22, 1999
By Robert Schilling
Councilperson
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City Cle President of the City Council
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COUNCIL AGENDA
TITLE: A RESOLUTION APPROVING AN AGREEMENT DATED
MARCH 22, 1999 BETWEEN PUEBLO, A MUNICIPAL
CORPORATION, AND HTE, INC.
DEPARTMENT: INFORMATION SERVICES DATE: March 22, 1999
ISSUE:
Should the City Council approve an Agreement with HTE, INC. regarding purchase of
computer software and services for Public Safety.
RECOMMENDATION:
Approval of this Resolution.
BACKGROUND:
This agreement addresses the purchase of computer software and services for
Public Safety that will provide the city with a comprehensive integrated Municipal
system and will assist in making the City of Pueblo Y2K compliant.
FINANCIAL IMPACT:
The total cost of this agreement is $1,022,776.35. Included in that amount is $97,610 in
support fees which will come due April 1, 2000. A proposed resolution from the Police
Department, dated March 22, 1999, states that $592,500 of the cost of this purchase will
come from the COPS MORE 98 Grant Award I 999CMWX2209. The balance of the
purchase cost will come from the 1999 CIF Contingency Account.
D D O
D
City of Pueblo
OFFICE OF THE CITY ATTORNEY
127 Thatcher Building
PUEBLO, COLORADO 81003
MEMORANDUM
TO: Gina Dutcher, City Clerk
FROM: City Attorney
RE: Resolution No. 8655
DATE: March 31, 1999
We have approved as to form the agreements between the City and H.T.E., Inc. relating to the public
safety computer system. Exhibit 2 is not to be executed by the City. We have not approved the
schedules and exhibits attached to the agreements; these should be approved by Judy Leach.
Although not recited in Resolution No. 8655, the City Council approved Resolution No. 8655
contingent upon the Department of Justice approving the allocation of grant funds for the equipment
and contractual services described in the agreements. Therefore, the agreements should not have
been executed by the City at this time. However, since they have been executed, the agreements
should be held in your office and not delivered to H.T.E., Inc., nor should H.T.E., Inc. sign the
agreements until after the Department of Justice grant administrator approves the use of grant funds
for the purchase of equipment and contractual services as allocated in the H.T.E., Inc. agreements
since the allocation of funds for equipment and contractual services in the approved grant and the
agreements differ materially.
Please coordinate with Deputy Chief Ron Gravatt with respect to the DOJ grant administrator's
approval.
If you have any questions, please call me.
Thomas E. Jagger
/Jp
SOFTWARE LICENSE AND SERVICES AGREEMENT
THIS AGREEMENT is entered into this 22nd day of March 1999, 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 hardware 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 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 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.
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"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 machines are removed from service and replaced
with other compatible equipment. Customer shall seasonably provide Hte with sufficient identifying information
for each 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.
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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 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 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 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 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, 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 Vendois, 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).
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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 rule 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 installation of the Hardware or the delivery of the Licensed Program(s) by HTE,
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.
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 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).
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
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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 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 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 Program(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.
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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 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
SUCH 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
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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 possibility.
Except for HTE'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
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
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.
Specifically, unless otherwise provided for herein or in the attached Supplement(s), the Customer shall not:
a. Knowingly or negligently permit third parties to use the Licensed Program(s) and related
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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 derivative 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 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 or 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 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 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.
-8-
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 and of HTE.
Federal Requirements Incorporated By Reference
(a) This Agreement is being funded in part through a grant to the City of Pueblo ( "City ") from
the U.S. Department of Justice ( "DOJ ") referred to as the COPS MORE 98 Grant Award
1999CMWX2209 dated January 27, 1999 (hereafter referred to as the "Grant "). A complete copy of
the Grant and attachments thereto has been made available to HTE for its review.
(b) This Agreement, and all sub - agreements and portions thereof, is expressly made subject to
actual receipt of the federal financial assistance provided pursuant to the Grant. In the event the
federal assistance is withheld or not received by the City for any reason, City shall have the right to
terminate this Agreement for convenience.
(c) In performing its obligations under this Agreement, HTE agrees that it is subject to all
requirements and conditions applicable to its performance, which are contained in the Grant and
applicable federal regulations. Specifically, and not by way of limitation, HTE agrees to the following
requirements:
(1) All of the provisions contained in 28 CFR §66.36(1) which are applicable to
contracts of the dollar amount and nature of this Agreement. These provisions are incorporated
herein by reference as if fully set forth herein;
(2) The City, DOJ, the Inspector General of DOJ and the Comptroller General of the
United States, and any of their duly authorized representatives, shall have access to any books,
documents, papers, and records of HTE which are directly pertinent to this Agreement or the
equipment, licenses or services provided hereunder, for the purpose of making audit, examination,
excerpts, and transcriptions;
(3) HTE shall maintain all relevant project records for three years after the City has
made final payment to HTE and all other pending contract matters are closed;
(4) HTE shall comply with all Federal statutes relating to nondiscrimination. These
include but are not limited to:
a. Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) which prohibits
discrimination on the basis of race, color, or national origin;
b. Title IX of the Education Amendments of 1972, as amended (20
U.S.C. 1681 -1683 and 1685 -1686) which prohibits discrimination on the basis of sex;
C. Section 504 of the Rehabilitation Act of 1973, as amended (28 U.S.C.
794) which prohibits discrimination on the basis of handicaps;
d. the A Discrimination Act of 1975, as amended (42 U.S.C. 6101 -6107)
which prohibits discrimination because of age;
-9-
e. the Drug Abuse Office and Treatment Act of 1972 (P.L.. 93 -255), as
amended, relating to non - discrimination of the basis of drug abuse;
f. the Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (P.L. 91 -616), as amended, relating to non-
discrimination on basis of alcohol abuse of alcoholism;
g. Sections 523 and 527 of the Public Health Service Act (42 U.S.C. 290
dd -3 and 290- ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient
records;
h. Title VIII of the Civil Rights Act of 1968 (42 U.S.C.3601 et. seq.), as
amended, relating to non - discrimination in the sale, rental or financing of housing;
i. any other non - discrimination provisions in the specific statute(s) under
which the Grant has been made; and
the requirements on any other non - discrimination statute(s) which may
apply
(5) This Agreement shall not become effective until approval is obtained from the
DOJ's grant administrator for the Grant.
(6) Notwithstanding any other provision of this Agreement, in the event of any
conflict between a provision of this Agreement and the requirements of this subsection titled
`Federal Requirements Incorporated By Reference,' the provisions of this subsection shall control.
-10-
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 Corp r tion
4 1
By:
President of the City Council
Attest: k
City Cle
Balance of Appropriation Exists and
Funds are Available:
H.T.
r
By:
Name:_ SUSAN & InA 1 1—
rP%LU I IL;()
CHIEF FINANCAL OFFICER
Title:
—4—
Director of Finance
Approved as to form:
City Attorney
IBM and AS/400 are registered trademarks of International Business Machines Corporation.
ORLANDO/RUMBERGERT/6016811@fc021.DOC/3/15,
- 11 -
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 22nd day of March, 1999.
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 HTE 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.
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 following shipment from the Manufacturer (depending upon the Manufacturer).
EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE MASTER AGREEMENT (INCLUDING
THE REQUEST FOR PROPOSAL AND RTE'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 sofrivare infringement
actions and claims for personal injury or damages to real or tangible personal property proximately caused by HTE'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.
b) Keep the Hardware free from liens and encumbrances.
c) Not permit use of the Hardware in any manner likely to be injurious to the Hardware.
d) Not remove or permit removal from its original location or make or permit any alterations without the prior
consent of HTE.
e) Keep HTE advised of the location of the Hardware, and permit HTE to inspect the Hardware at all
reasonable times.
f) 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 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.
XII. 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 MU cinal Corporation j
Name: C orinne Koehler
Title,: President of the City Council
HTE:
H.T.E., INC.
By:
Name:
Title: -4IFF FINANCIAL OFFICER
Attest: 0 ,11,
City Cl-1
Balance of Appropriation Exists and
Funds Are Available:
y ^ t
L
Director of l inance
Approved as to form:
City Attorney -
ORLANDO /RUMBERGERT /58584/ 197c04!.DOC/3/ 12/99
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. PUE2-
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 terns 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 raining Support
LICENSED PROGRAMS Fees of Training Fees Fees
Conversion
Fees
HGE - Client - Concurrent Users (25)
8,750.00
2
2,000.00
4,500.00
Public Safety Applications
-
Installation
CAD III
78,200.00
20
20,000.00
16,600.00
CAD III Redundancy
24,000.00
4,800.00
1,000.00
Enhanced 911
8,750.00
Included
-
1,600.00
1,000.00
False Alarm Tracking
8,250.00
1
1,000.00
1,500.00
State / NCIC Interface
18,000.00
1
1,000.00
3,600.00
1,000.00
Fires Management
43,350.00
6
6,000.00
9,200.00
Fire Resources Activity Tracking
17,000.00
2
2,000.00
3,600.00
Emergency Medical Services Reporting
17,000.00
2
2,000.00
3,600.00
Crimes Management
48,025.00
8
8,000.00
10,200.00
Municipal Court Case Management
42,925.00
17
17,000.00
10,300.00
Zetron Controller Connect
7,750.00
1
1,000.00
1,200.00
2,000.00
Post Implementation Review
4
1 4,000.00
HTE -CAD Interface Module
Inc.w/Premier MDT 3.5 Pricing
u tota
,
Report Writer No of Sessions
-
Impromptu - End Users (4)
2,780.00
Included
-
600.00
Sub total
$ 2,780.00
0
$ -
$ 600.00
5,000.00
.
PLEASE > 1Y APPLICABLE, WILL HE
ADDED TO THE AMOUNT IN THE PAYMENT INVOICES) BEING SENT SEPARATELY TO THE CUSTOMER
HTE Schedule A t City of Pueblo Public Safety Schedule A.doc
Ver. 10/25/98 319199
Third arty Products icense w No. Days Training Support Installation
and Services Fees of Training Fees Fees Fees
Mobile Data System (60 Units)
$ 156,399.00
2
$ 5,200.00
$ 26,310.00
$ 11,700.00
Field Reporting System / Police Works
166,500.00
4
4,000.00
25,250.00
5,000,00
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 HARDWARE/SOFTWARE TOTALS
51,560.00
S 16,700.Od
A A Hardware/ Support
AND SERVICES Software Line
Fees Services
Public Safety & Justice
ITEM Contract Execution Delivered Below*
License Fees
AS /400 System Hardware
49,398.60
AS /400 System Software
18,988.75
64,000.00
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 HARDWARE/SOFTWARE TOTALS
5
,
PAYMENTSCHEDULE Due Upon Due As Due As
Total Contract Incurred/ Noted
ITEM Contract Execution Delivered Below*
License Fees
$ 324,780.00
$ 16,239.00
$ 308,541.00
ApplicationTraining Fees 64 days @ $1000 /day
64,000.00
$ 64,000.00
Impromptu Training Fees 2 sessions @$1500
3,000.00
3,000.00
Support Fees
71,300.00
$ 71,300.00
Project Management - Level 11
Public Safety & Justice 53 days @ $1000 1day
53,000.00
53,000.00
Public Safety & Justice Install.Fees 5 days @ $1000 /day
5,000.00
5,000.00
-CAD III Redundancy, E911, St Interface, Zetron Controller
AS /400 Hardware /System Software
80,387.35
8,038.74
72,348.62
HTE Support Line Services
12,500.00
12,500.00
Third Party Products & Services:
License/Hdw Fees
322,899.00
16,144.95
306,754.05
Training Fees
9,200.00
9,200.00
Support Fees
51,560.00
51,560.00
Installation Fees
16,700.00
16,700.00
Project Management
8,450.00
8,450.00
. ,'J. 5
PLEASE , WILL HE
ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY 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 Programs)
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 April 1, 2001. Support fees for the initial term of
HTE Schedule A 2 City of Pueblo Public Safety Schedule A.doc
Ver. 10/25/98 319199
support are due April 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
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 - City of Pueblo, Colorado Public Safety
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.
HTE Schedule A 3 City of Pueblo Public Safety Schedule A.doc
V er. 10/25/98 319199
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.
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.
CUSTOMER
CITY OF P `EBLO, ✓
A Municip C¢rporation
Nam: Cor Koehler
Title: 'President of the City Council
HTE:
H.T.E., INC.
B: N - ' X/
Name: SUSAN D_ FAI M=
Title: CHIEF FINANCIAL OFFICER
Attest:
City e
Balance of Appropriation Exists and
Funds Are Available:
Director of Finance;
Approved as to form:
City Attorney
Dated this Day
HTE Schedule A 4 City of Pueblo Public Safety Schedule A.doc
Ver. ]0/25198 319199
Project Management Level Descriptions
Level of proie,ct Mana ement
HTE Services
.. Client Responsibilities
l.e�el II
♦ Schedule traininu visits of I H E
♦ 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 City of Pueblo Public Safety Schedule A.doc
V er. 10/25/98 3/9/99
HTE System Hardware / Software
Investment Summary
City of Pueblo, Colorado Public Safety
3/9/99
EXHIBIT I
Time 5:22 PM
Description Extended Discount Net Maintenance
Cost Cost Annual
AS /400 System Hardware
$58,116.00
$8,717.40
$49,398.60
$3,621.00
AS /400 System Software
$22,111.00
$3,122.25
$18,988.75
$1,697.00
AS /400 Installation
$6,000.00
$0.00
$6,000.00
N/A
AS /400 Training
$6,000.00
$0.00
$6,000.00
N/A
HTE AS /400 Support Line Services
$5,000.00
HTE Network Support Line Services
$7,500.00
........
System Total
...........
$2,227 00
. . .
..
$11.,839 65
$$0;387 .. 5:......
$17;818 00
Ontional Considerations
Workstation w /Installation (each) $2,402.00 $420.35 $1,981.65
" Other than the I ITT. Support Fees, the Maintenance pees shown are for informational purposes only. Maintenance fees are payable directly
to the Manufacturer or other party providing the maintenance services. Please do not include these maintenance fees in any purchase
orders or payments sent to HTE.
'Note: System configurations and sizing are based on information contained in the RI P. I ffE reserves the right to make 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. IfaPplicable, 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 relating to
IBM products and services.
$303.00
CITY OF PUEBLO PUBLIC SAFETY HARDWARE EXHIBIT 1 NIT.E., Inc. CONFIDENTIAL SUMMARY
Date 3/9/99
Time 5:22 PM
City of Pueblo, Colorado Public Safety
HTE AS /400
Memory Sizing Assumptions
IBM AS /400 Sizing Assumptions Used:
9406- 170
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 620 #2179
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
Memory Total
Total Memory Recommended
687.63 MB
768 MB
Note: Memory recommendation is based on the City's future plans to add users and additional applications.
CITY OF PUEBLO PUBLIC SAFETY HARI3WRJ3>E- XBCBITFIDBXTIAL SIZING- Current
256.00 MB
( 60.00
X
3.5 MB)
210.00 MB
(
200 MB)
200.00 MB
( 1.00
X
250 KB)
0.25 MB
( 3.00
X
125 KB)
0.38 MB
( 5.00
X
800 KB)
4.00 MB
( Max
1 MB)
1.00 MB
( 800.00
X
20 KB)
16.00 MB
Total Memory Recommended
687.63 MB
768 MB
Note: Memory recommendation is based on the City's future plans to add users and additional applications.
CITY OF PUEBLO PUBLIC SAFETY HARI3WRJ3>E- XBCBITFIDBXTIAL SIZING- Current
Date 3/9/99 Time 5:22 PM
City of Pueblo, Colorado Public Safety
HTE AS /400
Disk Sizing Assumptions
Disk requirements for HTE 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:
HTE System Software
CAD III (97,791 Calls for Service)
CRIMES Records (29,662 Offenses)
FIRES Records (15,293 Records)
Crack Down (7,000 Events)
AS /400 System Software
Total Disk Required
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
Programs
50 MB
30 MB
88 MB
35 MB
8
2500 MB
2,711 NIB
Data History and # Yrs
17
MB
1479
MB
5
4710
MB
3
1095
MB
3
24
MB
3
1000
MB
8,325 MB
2,711 MB
8,325 MB
11,036 MB
552 MB
15,766 MB
16 GB
4 GB
21 GB
25.14 GB
CITY OF PUEBLO PUBLIC SAFETY HARDiM*Z�I - X8CBiFFIDBNTIAL SIZING- Current
Date 3/9/99 City of Pueblo, Colorado Public Safety Time 5:22 PM
AS 1400 9406 -170
System Hardware /Software Pricing
System Hardware
Description Qty Unit Extended Discount Net Annual Warranty
Price Price 15% Cost Maintenance Period
AS /400 9406 -170 1 $50,744.00 $50,744.00 $7,611.60 $43,132.40 $2,940.00 12 months
2292 30/220 CPW Processor
768Mb of Memory
25.14Gb of Disk Storage /20.95Gb RAID -5 Protected
Base CD -ROM
Base Twinax Controller (28 Devices)
100 /1 OMbps Ethernet Adapter
13Gb 1/4 -Inch Internal Cartridge Tape Drive
Three V.24 Communication Lines
Operating System/400 V4R3
3489 -VIZ System Console (6546 -OOZ Monitor) 1 $1,174.00 $1,174.00 $176.10 $997.90 $123.00 36 months
4230 -41Z Twinax Matrix Line Printer 1 $3,596.00 $3,596.00 $539.40 $3,056.60 $504.00 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 -1369 Best Fortress 1300LV Uninterruptible 1 $2,077.00 $2,077.00 $311.55 $1,765.45 N/A 60 months
Power Supply with Additional Battery Pack
.. ....... .... ............ .........
system Hardware.T .. ......::::::::.::.:..............::::::::::.::.:.:.:.::::: .::...........::::......::.::.: >::;::::: $58;Y....t 10 . :....:....::'$ 8,717:40...... ,$49;398:60:.:::::., :: i.
CITY OF PUEBLO PUBLIC SAFETY HARDWARE EXHIBIT 1 NI r.E., Inc. CONFIDENTIAL
AS400 PS only
Date 3/9199 City of Pueblo, Colorado Public Safety Time 5:22 PM
AS /400 9406 -170
System Hardware /Software Pricing
System So fhvnre
Description Qty Number Extended Discount Net Warranty Annual
of Users' Price 15% Cost Period Support
5733 -SM1 Software Subscription - One Year Prepay 1
N/A
$1,273.00
$0.00
$1,273.00
N/A $1,697.00
5769 -VP1 ValuPak/400 includes: 1
N/A
$7,500.00
$1,125.00
$6,375.00
30 days
5769 -SS I Operating System/400 Feature #0359:
Print Services Facility, 1 -19 Impressions /Minute
N/A
5769 -XWI Client Access Windows Family /400
20
5769 -QU I Query /400
N/A
5769 - D132 /400 QRYMGR & SQL
N/A
5769 -PTI Performance Tools /400
N/A
5769 -XW 1 Client Access Windows Family /400 1
20
$5,500.00
$825.00
$4,675.00
30 days
5769 -XYI Client Access Family /400 1
1
$275.00
$41.25
$233.75
30 days
5769 -PWK Application Development Toolset 1
N/A
$3,350.00
$502.50
$2,847.50
30 days
Plus /400 Includes:
5769 -PW 1 Application Development Toolset/400
5769 -CL3 Application Development Client Server /400
5716 -DCT Language Dictionaries 1
N/A
$495.00
$74.25
$420.75
30 days
5769 -WP 1 OfficeVision /400 3 1
1
$1,295.00
$194.25
$1,100.75
30 days
5769 -RG I ILE RPG /400 1
N/A
$2,400.00
$360.00
$2,040.00
30 days
5755 -AS5 AS /400 Program Group 1
N/A
$23.00
$0.00
$23.00
30 days
System Software Pofal .... :.. ...
$22;111 00.:......$3,
.:: $18;98.75 . 1,t►I7:Q0
....
`system installation (flat.tec) .
0.
... .$6,000......
$0.00
..............
....:$ .X40
. ...... q ...: :. ' >:.:... .... .. ......
Tecl ►nicnl.I'r:►yrurl;.(llays)..... .. ... .... >: . .. .... ...
..0:U0: ...
6 000:00:
>:; . $. ..
$0:00:::
: $6 000 00 . .
�.
CITY OF PUEBLO PUBLIC SAFETY HARDWARE EXHIBIT 1 NIT.E., Inc. CONFIDENTIAL
AS400 PS only
Date 3/9/99 City of Pueblo, Colorado Public Safety Time 5:22 PM
AS /400 9406 -170
System Hardware /Software Pricing
The maximum chargeable number of users for this processor group is 40.
2 This stand alone software maintenance offering will provide entitlement to AS /400 program updates (release and version upgrades).
Subscription to this Software Maintenance Offering is required for Version 4 customers to obtain future program upgrades.
This DOES NOT include telephone software support.
3 Assumes that OV /400 will not be used as the LAN e-mail and /or word processing. If OV /400 is going to be used for e-mail and /or word processing
then the price per user would have to be added.
4 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.
CITY OF PUEBLO PUBLIC SAFETY HARDWARE EXHIBIT 1 Nff.E., Inc. CONFIDENTIAL AS400 PS only
Date 3/9/99
HTE, Inc.
System Workstation Pricing
for
The City of Pueblo, Colorado Public Safety
Time 5:22 PM
Swent fVorkstation '
Description Qty List Extended Extended Warranty
_Price Price -� `Warranty 2� Period' 1
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
Magnavox Magnascan 17" Color Monitor 1 $449.00 $449.00 580.00 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
Workstation Subtotal $2,402.00 $303.00
Workstation Discount ($420.35)
Workstation Grand Total a $1991. 65 $303.00
Workstation Installation (3 hours each) 5 3 $150.00 $450.00 N/A
' The recommended minimum configuration for PC workstations is a Pentium 133Mhz with 32Mb of memory,
200Mb 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.
Warranty 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 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.
CITY OF PUEBLO PUBLIC SAFETY HARMWERFnE,*MFIDENTIAL 300MHz WS
Date 3/9/99
AS /400 Hardware /Software
Technical Support Services
HTE SYSTEM TRAINING / INSTALLATION ASSISTANCE
Time 5:22 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 /400 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
CITY OF PUEBLO PUBLIC SAFETY HARDWARE EXHIBIT 1 NIT.E., Inc. CONFIDENTIAL SUPPORT
Date 3/9/99
AS /400 Hardware /Software
Technical Support Services
HTE TECHNICAL SUPPORT LINE
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 HTE Technical Support Line provides assistance with:
• Usage questions for system software such as OfficeVision/400, Query/400, Client Access /400
• Usage questions for system software 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 software 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 5:22 PM
CITY OF PUEBLO PUBLIC SAFETY HARDWARE EXHIBIT 1 MIT.E., Inc. CONFIDENTIAL SUPPORT
HTE Pricing Worksheet
Premier MDT 3.5
Pueblo, CO
Sofhvare Client - SCA
60
Premier MDT Client (1 -0100 users)
List
Unit
Ext.
Annual Maint/
Q!L
Description
Price
Cost
Cost
Suanort
1
Premier MDT In -house Client Software (one copy)
SCA PRODUCTS & SERVICES
$0
$0
$71
So are
Premier MDT In -house Client Software (addl copies)
$395
$395
$0
Server - SCA
Software Client - SCA Subtotal
1
Premier MDT Server (1 -0100 users)
$51,500
$51,500
$51,500
$10,300
1
Ta knru/RF Server Software" w/5250 (Unlimited)
$6,000
$6,000
$6,000
$1,290
$495
Server Subtotal
Text -To -Voice Client Module " (peruser)
$50
557,500
$11,590
Server - Commercial Software & Hardware
Software CUentAdd-On Subtotal
1
Microsoft NT Server 4.0 "" (Required)
$600
$600
$600
1
1
Colorado Backup"" (Required)
$150
$150
$150
1
Remote Service Management "" (Required)
$100
$100
$100
Server - Commercial Subtotal
$850
$0
Server - Add -On Modules
1
In- Vehicle Paging Server Module (Unlimited)
$2,500
$2.500
$2,500
5544
Server Add -On Subtotal
$2,500
$544
Sofhvare Client - SCA
60
Premier MDT Client (1 -0100 users)
$695
$695
$41,700
$6,881
60
TalkThru/RF Emulation Software (per user)
$250
$250
$15,000
52,475
1
Premier MDT In -house Client Software (one copy)
Included
$0
$0
$71
0
Premier MDT In -house Client Software (addl copies)
$395
$395
$0
$0
Software Client - SCA Subtotal
$56,700
$9,427
Sofhvare Client - Add -On Modules
60
In- Vehicle Paging Client Module (per user)
$50
$50
$3,000
$495
60
Text -To -Voice Client Module " (peruser)
$50
$50
$3,000
$495
Software CUentAdd-On Subtotal
$6.000
$990
SOFTWARE SUBTOTAL
1
$123,5501
$22,550
Hardware
Server
1 Premier MITT Server Hardware""" (1 -500 users)
- 300 Mhz Pentium II Processor w/MMX
- 64MB SDRAM Memory
- 512 KB Integrated L2 Cache
- 6.4 GB Ultra ATA Hard Drive (9.5ms)
-1000 LS Monitor (15.9" v1s.)
- ST13 nVidia 4 MB AGP Video Card
- 32X Max Variable CD -ROM
- 28.8 Asynch Modem
- Tape Backup
(See Assumption 1A below)
1 Uninteauptible Power Supply (UPS) (Required)
1 Ethernet Card
Server Options
0 Backup Server - Backup Level I " "" (1 -500 Users)
Server Subtotal
$2,499 $2,499 $2,499
$250 $250 $250
$100 $100 $100
$13,000
$0
$0
$0
513,000 $0 $0
$2,849 $0
Prices valid for 60 days from date of proposal. 12!7/98 - Confidential Page 1 of 3
HTE Pricing Worksheet
Premier MDT 3.5
Pueblo, CO
5u
List
Description Price
HARDWARE SUBTOTAL
Warran&ISupport
SCA Software:
1 3 months from acceptance (7x24 support)•• ""
Server Hardware:
1 3 years (from initial shipment)' •"
WARRANTT /SUPPORT SUBTOTAL
Protect Management & Services
1 Project Management (41 -100 Users)
1 Premier MITT Server Setup & Configuration
1 Tminntg(1 Day - A dministrati ve)
1 Training (1 Day - Train- the - Trainers)
1 On -Site Implementation Services
Unit Eat. Annual Maint.1
Cost Cost Support
S2,9491 $0
Included
Included
Included
Maint
Included
Included
Included
$11,700
$25,250
$16,270
$0
$0
58,450
$8,450
$8,450
$0
53,900
$3,900
$3,900
$0
$2,600
$2,600
$2,600
$0
$2,600
$2,600
$2,600
$0
$7,800
$7,800
57,800
$0
Software Integration Services
1 SCA - CAD Interface Module $15,000 $15,000 515,000 $0
PROJECT MGT ✓ SERVICES SUBTOTAL 540,350 $0
SUBTOTAL SCA PRODUCTS & SERVICES: $166,749 $22,550
HTE PRODUCTS AND SERVICES
HTE Software & Services
1 HTE - CAD Interface Module $15,000 $15,000 515,000 52,700
1 HTE -Project Management - Integration Management $7,820 $7,820 $7,820 $0
HTE SoJimare do Services Subtotal 522,820 $2,700
SUBTOTAL HTE PRODUCTS AND SERVICES $22,820 $2,700
PROJECT TOTALS & 1st YEAR MAINTENANCE $189,569 $25,250
ANNUAL MAINTENANCE (A.DDITIONA.L YEARS)
0 1 -Year SCA Software Maintenance (7x24 support) $0
GRAND TOTAL: 1 $189,5691 $25,250
Llc/Hdw Training
Installation
Maint
Pr] Mgmnt
$136,399 $5,200
$11,700
$25,250
$16,270
PROTECT DETAILS
Field Reporting & Transfer of Reports Via Diskette
1 Field Reporting License (Gateway)(51 -100 users)
$22,500
522,500
$22,500
54,050
60 Field Reporting(Client License - Incident (Per User)
$700
5700
542,000
57,560
60 Field Reporting(Client License - Accident (Per User)
$700
5700
542,000
57,560
60 Field Reporting - CommWorks (Per User)
$800
5800
$48,000
58,640
1 Field Reporting - One Time Accident Form Setup Fee
T13D
s0
$0
$0
1 Field Reporting Sry /Admire Station - Hardware/Software
$12,000
512,000
$12,000
1 Field Reporting Training - Admin/Iramer
$4,000
$4,000
$4,000
Prices valid for 60 days from date of proposal.
12/7198 - Confidential
Page 2 of 3
HTE Pricing Worksheet
Premier MDT 3.5
Pueblo, CO
NOTES. .
* TalkThru/RF Server pricing is only valid as an add-on to the Premier
MDT Server.
* * Third -party software furnished under applicable third -party license.
Customer may be required to sign third -party license agreement(s).
* ** SCA and HTE do not maintain hardware but pass manufacturers' warranties
on to the customer.
* * ** The 7 x 24 Support and Maintenance Package is provided at no charge
for three months after acceptance.
* * * ** Billed as incurred.
1 This modem provides dial -up access to SCA to facilitate remote support.
Customer must provide a direct, dedicated line for this modem BEFORE
message switch installation.
z Customer must provide a direct, dedicated line for this modem BEFORE
message switch installation.
* This proposal supports RF connectivity and requires customer to provide RF or other infrastructure
of at least 9600 speed and configured for a HTElSCA Message Switch.
* HTE can Interface with CDPD, Bell South Wireless (RAM Mobile), Motorola, Dataradio, Ericsson, Ardis and others.
Customer will enter into a contract with the HTE approved wireless vendor who will guarantee uataUahon
and coverage HTE will work with customer to connect with any of the approved solutions selected for RE
* AS /400 OS Release level must support TCP/IP and network card must be available.
ASSUMPTIONS.
' SCA and HTE reserve the right to substitute equipment of equal value, upon
consultation with the user, if specified equipment is unavailable or
if other equipment will better provide the required functionality.
2A Requires the customer to purchase an IBM client access license unit.
Prices valid for 60 days from date of proposal. 12f7/98 - Confidential Page 3 of 3
List
Unit
Est.
Annual Maint/
(A Description
Price
Cost
Cost
Suaaort
I Field Reporting One Time Setup Charge
$5,000
$5,000
$5,000
1 IITE - Project Management - Integration Management
58,400
$8,400
$8,400
Field Reporting & RF Transfer Option - SUBTOTAL
5183
$27,810
Discounted Maintenance
51,500
Discounted Totals
1
$183,9001
$26,310
License Fees
Training
Installation
Maint
Prj Mgmnl
$ 166,500
$4,000
$5,000
$26,310
58,400
FIELD REPORTING DETAILS
NOTES. .
* TalkThru/RF Server pricing is only valid as an add-on to the Premier
MDT Server.
* * Third -party software furnished under applicable third -party license.
Customer may be required to sign third -party license agreement(s).
* ** SCA and HTE do not maintain hardware but pass manufacturers' warranties
on to the customer.
* * ** The 7 x 24 Support and Maintenance Package is provided at no charge
for three months after acceptance.
* * * ** Billed as incurred.
1 This modem provides dial -up access to SCA to facilitate remote support.
Customer must provide a direct, dedicated line for this modem BEFORE
message switch installation.
z Customer must provide a direct, dedicated line for this modem BEFORE
message switch installation.
* This proposal supports RF connectivity and requires customer to provide RF or other infrastructure
of at least 9600 speed and configured for a HTElSCA Message Switch.
* HTE can Interface with CDPD, Bell South Wireless (RAM Mobile), Motorola, Dataradio, Ericsson, Ardis and others.
Customer will enter into a contract with the HTE approved wireless vendor who will guarantee uataUahon
and coverage HTE will work with customer to connect with any of the approved solutions selected for RE
* AS /400 OS Release level must support TCP/IP and network card must be available.
ASSUMPTIONS.
' SCA and HTE reserve the right to substitute equipment of equal value, upon
consultation with the user, if specified equipment is unavailable or
if other equipment will better provide the required functionality.
2A Requires the customer to purchase an IBM client access license unit.
Prices valid for 60 days from date of proposal. 12f7/98 - Confidential Page 3 of 3
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 "), The City of Pueblo ( "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
Tlucc Party Confidentiality Agreement
Revised July 22, 1998
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
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:
If to Consultant:
Thee Parry ConHdcntiality Agreement
Revised July 22. 1998
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.
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:
a Authorized Signature
Judy Leach, Director of Information
Services
Type or Print Name and Title
Date
Consultant:
Authorized Signature
Type or Print Name and Title
Date
HTE, In
Authorized Signature
SUSAN D. FALOTK)Q
r':I-IIFr=
Type or Print Name an itle
96 Z- /ff
Date
Three Party CmSdmiaity Agreement
Revised Jury 72,1888