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HomeMy WebLinkAboutR-2001-170 H.T.E., Inc. AgreementRESOLUTION NO R-2001- 170 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a software license, computer hardware and professional services agreements with H.T.E., Inc., in order to license and implement certain Law Enforcement Field Reporting software. WHEREAS, the City of Yakima Police Department requires a Law Enforcement Field Reporting System to enable patrol officers to more effectively and efficiently complete and submit field incident and accident reports directly into the automated records management system through the use of mobile data computers; and WHEREAS, the City of Yakima Police Department and Information Systems Division utilized a Request for Proposal process to determine which Filed Reporting System best met the City's requirements; and WHEREAS, the City of Yakima Police Department and Information Systems Division determined that the Field Incident Reporting and Accident Reporting systems owned and marketed by H.T.E, Inc. best met the City's requirements; and WHEREAS, H.T.E., Inc. is willing to provide to the City their Field Incident Reporting and Accident Reporting Systems in accordance with the terms and conditions of the attached software license, computer hardware, and professional services agreements, including a purchase price of $138,630; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to authorize execution of the attached software license computer hardware and professional services agreements with H.T.E., Inc., to acquire and implement their Field Incident Reporting and Accident Reporting systems, now, therefore, BE IT RESOLVED BY THE CTTYCOUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated "H.T.E., Inc. Software License and Services Agreement, the Schedule A — Pricing and Payment Schedule, the Product Agreement, and the Addendum to Grant Permission to allow Access to Licensed Programs. ADOPTED BY THE CITY COUNCIL this 18th day of December, 2001. ATTEST: KQh.e- City Clerk ry Place, Mayor H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT This Agreement for Licensed Program(s) and related Support Services, subject to the limitations and conditions set forth in this Agreement, as more specifically described in the attached Supplement and Schedule(s), is entered into by and between: H.T.E., Inc. (HTE), a Florida Corporation, with its principal place of business at: 1000 Business Center Drive, Lake Mary, Florida 32746; and City of Yakima, WA (Customer), with its principal place of business at 129 North Second Street Yakima, WA 98901 HTE and Customer agree that when this Agreement is signed by both parties, all terms and conditions contained in this Agreement will apply to any Licensed Program(s) and/or service(s) offered under this Agreement. HTE will furnish to the Customer by this Agreement: 1. The HTE Licensed Program(s) listed in the Supplements to this Agreement. 2. Grant of a nonexclusive, nontransferable perpetual license to use the Licensed Programs on HTE supplied or approved equipment. 3. Support service(s) as described herein. 4. Modifications, training, conversion and project management services as described herein and listed in the Supplement(s) to this Agreement. With respect to the Licensed Program(s), the Customer agrees to accept responsibility for: 1. The installation of the Licensed Program(s) plus any enhancements and/or updates. 2. Use of the programs to achieve the Customer's intended results. I. DEFINITIONS "Licensed Program(s)" shall mean a licensed data program or set of programs, or routines and subroutines, consisting of a series of instructions or statements in machine readable object code form and any related licensed program materials provided for use m connection with the program. Unless otherwise provided herein, the term "Licensed Program(s)" shall refer solely to HTE Licensed Program(s). "Machine" or "CPU" or "Hardware" shall mean computer hardware designated, supplied or approved by HTE for operation of any Licensed Program(s). "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. "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) is installed/loaded on a designated machine. HTE License.doc Ver 11/5/01 1 YAKI-License.doc Revised 11/30/01 "Delivery Date" shall mean the date that the Licensed Program(s) is 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) has gone through the program testing and acceptance period as described in Section VI. "Support Services" shall mean the maintenance and support call services provided to Customer for the HTE Licensed Program(s). "HTE Approved" "software systems", "equipment", and or "operating environment" shall mean the software systems, equipment, and or operating systems which HTE recommends to Customer to run prospective licensed programs as requested by Customer. 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. Use the Licensed Program(s) on the designated Machine(s) for Customer's internal use only and not for the processing of any data except Customer's (i.e., no service bureau use is permitted). b. Copy the Licensed Program(s) in machine readable object code form to provide sufficient copies to support the Customer's use of the Licensed Program(s) as authorized under this Agreement. c. Transfer the Licensed Program(s) to a back-up CPU to be used when the designated CPU is temporarily inoperable. d. Modify any Licensed Program(s) to form an updated work for the Customer's use, provided that: 1. The Customer supplies HTE with written notification of the modification. 2. The modification is made according to the HTE conventions of the HTE Modification Library and not to the base system. Customer is prohibited from reverse engineering, reverse assembling and reverse compiling the Licensed Program(s), in whole or in part. Failure to modify the programs in the manner prescribed may negate the ability to maintain the Licensed Program(s) by HTE and will relieve HTE of any responsibility to provide support services. Any updated work using portions of the Licensed Program(s) that meets the above criteria will continue to be subject to all terms of this Agreement. e. Have access to a copy of the Licensed Program(s). Unless otherwise provided herein, the Licensed Program(s) are provided in and may be used m machine-readable object code form only. HTE offers the Customer, through a third party escrow agent, a Source Code Escrow Agreement that provides for release of the source code version of the Licensed Program(s) from escrow upon the occurrence of certain release events, such as HTE's failure to provide required maintenance services as agreed. III. TERM This Agreement is effective from the date on which it is signed by both parties and will remain in effect until terminated by the Customer upon one (1) month written notice or by HTE as stated in this section. This Agreement may be terminated by the Customer only when all Licensed Program(s) have been returned to HTE or destroyed. An authorized representative of HTE, upon request, shall be afforded sufficient access to Customer's premises to verify that all use of Licensed Program(s) have been discontinued. Notice of discontinuance of any or all licenses shall not be considered notice of termination of this Agreement unless specifically stated. License(s) granted under this Agreement may be discontinued by the Customer upon written notice, effective immediately, during the testing period described in Section VI. HTE may discontinue any license or terminate this Agreement in the event that the Customer breaches a material covenant of this Agreement provided that HTE has notified the Customer in writing and the Customer has failed to cure such breach within HTE License.doc Ver 11/5/01 2 YAKI-License.doc Revised 11/30/01 thirty days of HTE's notification. Any responsibility of the Customer provided under this Agreement shall not be invalidated due to the expiration, termination or cancellation of this Agreement. IV. HTE SUPPLIED PRODUCT(S) AND/OR SERVICES HTE shall supply the Licensed Program(s) specified in the Supplement(s) in machine readable object code form with instructions for installation by the Customer. The parties agree that the initial installation shall be performed by and be the responsibility of HTE. Standard form options, if applicable, will be provided by HTE. In addition, HTE shall supply related services and/or maintenance, and may supply specialized hardware or other third party products necessary for the performance of certain special features or functions. These services and deliverables, if any, shall be identified and more specifically described in the Supplement(s), and shall constitute the complete list of deliverables provided by HTE. HTE assumes no liability for any warranty for hardware or other third party products beyond manufacturers' warranty specified in the Supplement(s). V. PRICING AND PAYMENT TERMS All pricing and terms associated with Licensed Program(s) and any other HTE products and services are specified in the Supplement(s) to this Agreement. HTE may increase its prices without notice on items not provided for in the Supplement(s). Fees for HTE Support Services are payable prior to the commencement of such Support Services. Should Customer require Support Services prior to receipt of payment and the contractual start date of such Service, Customer will be billed at the then prevailing hourly rate until payment is received. Notwithstanding the foregoing, Support Services for the first 120 days after Delivery shall be provided to Customer at no additional charge. Fees for support services for any third party products provided for under this Agreement shall be payable to and in accordance with the provisions of the third party Vendor unless otherwise specified in the Supplement(s). Any taxes resulting from this Agreement or activities resultmg from this Agreement, including but not limited to sales and/or use tax, and exclusive of business and occupation taxes and taxes based upon net income, will be the responsibility of the Customer. HTE will accept an exemption certificate from the Customer in heu of taxes if the Customer qualifies for exempt status. VI. LICENSED PROGRAM TESTING AND ACCEPTANCE Beginning on the date ten (10) days after delivery of the Licensed Program(s) by HTE, the Licensed Program(s) will be available for non-productive use for testing for a period of thirty (30) days. This testing period is to determine whether the Licensed Program(s) functions operate together and whether the Licensed Program(s) meet the Customer's specifications and/or requirements. Notwithstanding, Customer has the right to do production tests for Customer evaluation during the Warranty period stated in section IX of this Agreement. At any time during the testing period, upon written notice, the Customer may discontinue the Licensed Program(s) and receive full credit or refund for the amount of the license fee. If written notice of discontinuance is not received by HTE prior to the end of the testing period, or if the Customer uses the Licensed Program(s) for other than non-productive use during the testing period, the Licensed Program(s) shall be deemed to be accepted under the provisions of this Agreement. VII. LICENSED PROGRAM SERVICES Training on HTE Licensed Program(s), 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. Conversion, if necessary, will be provided for in the Supplement(s) and will be invoiced as incurred at the rate specified in the applicable Supplement(s) or at HTE's then prevailing rate per hour. Data must be given to HTE in an IBM compatible format on a specified magnetic media. Data must match data field definition. Input data file clean up shall be the responsibility of the Customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is understood that no two HTE License.doc Ver 11/5/01 3 YAKI-License.doc Revised 11/30/01 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. All manual conversions are the responsibility of the Customer. Beginning on the date ten (10) days after delivery of the conversions by HTE, the converted data will be available for conversion testing for a period of thirty (30) days. If written notice of non-acceptance of the converted data is not received by HTE prior to the end of the conversion testing period, the conversion shall be deemed to be accepted and complete under the provisions of this Agreement. Modifications, if any, 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). Project Management is strongly recommended by HTE, and if provided for in the Supplement(s), will be invoiced as indicated 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 and pays HTE's annual support fee. HTE shall grant Customer pricing, in relation to Support Services fee mcreases or decreases, no less favorable (from the Customer's perspective) than Support Services fee increases or decreases granted to HTE's customer base for customers using the same or substantially the same Support Services. 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. Support Services do not include maintenance on modifications made to the Licensed Program(s) at Customer's request. Maintenance on modifications by HTE shall be provided pursuant to Attachment "A", H.T.E., Inc. Modification Maintenance Services Agreement, attached hereto and mcorporated herein by this reference. Upon commencement of the HTE Support Services, telephone support will be provided using a dedicated support telephone number, and the Customer must have Electronic Customer Support installed. Support requests relating, if applicable, to third party hardware or software will be directed to the Vendor of such products unless otherwise provided for in the Supplement(s). Unless otherwise stated herein or in the Supplement(s), HTE shall assume no responsibility for the pricing of, payment to, or provision for support services of any third party Vendors. HTE shall not supply any support services nor be liable for any damages in the event that any portion of the Licensed Program(s) is used on equipment or with software products or software systems other than those supplied or approved by HTE. Customer shall receive 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 material 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 must not be altered, modified, or tampered with without specific assistance from HTE designated personnel. HTE shall not be liable for any damage or loss of function which results from violating the approved operating environment by personnel not approved by HTE. In the event of the failure of any hardware component or other third party product supplied under this Agreement to function or operate in conformance with specifications, HTE shall have no obligation for warranty beyond that of the hardware or other third party manufacturer or that specified in the Supplement(s). HTE License.doc Ver. 11/5/01 4 YAKI-License.doc Revised 11/30/01 VIII. PROTECTION AND SECURITY OF PROPRIETARY MATERIALS The Customer acknowledges that the Licensed Program(s), including the source code, design specifications and associated documentation of the Licensed Program(s), (the "HTE Proprietary Information") constitute proprietary information and trade secrets of HTE and will remain the sole property of HTE. The Customer agrees that it shall not at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party any of the HTE Proprietary Information. The Customer shall hold in confidence the HTE Proprietary Information for its benefit and internal use only by its employees. The Customer further acknowledges that, in the event of a breach or threatened breach by the Customer of the provisions of this paragraph, HTE has no adequate remedy in money damages, and, accordingly, shall be entitled, without bond, to an injunction against such breach or threatened breach. All information HTE receives from the Customer under this Agreement shall be treated as Customer Proprietary Information. All such Customer Proprietary Information shall safeguarded by HTE to the same extent that HTE safeguards confidential material or data relating to its own business. HTE acknowledges that the Customer must comply with any requests for public disclosure of documents pursuant to Chapter 42.17 Revised Code of Washington which may require disclosure of documents and supplies under this Agreement. In the event of such public disclosure request, the Customer shall promptly notify HTE. HTE shall be responsible for and bear the costs of taking legal action to prohibit disclosure of such documents and information and shall indemnify and save the Customer harmless for any cost, liability, penalty, and expense related to the Customer's failure to disclose. In no event shall Customer be liable for breach of this Agreement should a court order that such documents and information be, and the same are, disclosed. IX. WARRANTY HTE warrants that for a period of ninety (90) days after acceptance, as provided for in Section VI, the HTE Licensed Program(s) listed in the Supplement(s) will perform in substantial compliance with the reference documentation supplied by HTE, provided the Licensed Program(s) are used in the proper operating environment. HTE does not warrant that the functions contained in the Licensed Program(s) will meet the Customer's requirement or will operate in the combinations which may be selected for use by the Customer after the ninety (90) day period after the completion of the Licensed Program testing described in Section VI. Any other utility or incidental software distributed by HTE will be on an "AS IS" and "WITH ALL 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 Customer 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 unreasonable 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. HTE MAKES NO WARRANTIES, OTHER THAN AS STATED HEREIN, WITH RESPECT TO THE PARTICULAR LICENSED PROGRAM(S), EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. HTE License.doc Ver. 11/5/01 5 YAKI-License.doc Revised 11/30/01 X. COPY AND USE Customer shall have the right to use the Licensed Program(s) in equipment or systems supplied or approved by HTE while this Agreement is in effect. Customer shall have the right to make copies of the Licensed Program(s) and the associated reference documentation for archival and/or backup purposes only. Any copies made by Customer shall be the property of HTE. XL 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 and hold harmless the Customer from and against all direct damages and costs of any kind, including but not limited to reasonable attorney fees, arising out of or resulting from any negligent acts, or negligent omissions of HTE, regardless of whether such claims are caused in part by any party indemnified hereunder, but not to the extent that the Customer is legally liable for such damages and costs. 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 actual, direct damages to the limits set forth in this section upon the return or complete destruction of the Licensed Program(s) for which damages are sought. 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 attorney's fees that a court fmally 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. Should the latter alternative occur and it's absence cause the other then currently HTE Licensed Program(s) to become inoperable HTE agrees to refund the license fee(s) for the inoperable HTE Licensed Program(s). 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). HTE License.doc Ver 11/5/01 6 YAKI-License.doc Revised 11/30/01 c. To prepare other products derivative of the Licensed Program(s). d. To control the distribution of the Licensed Program(s). Customer agrees not to violate any of HTE's rights or to assist or aid others in doing so. Customer agrees to preserve all copyright and other notices in the Licensed Program(s) and written documentation. XIV. MISCELLANEOUS AGREEMENT PROVISIONS Choice of Law/Dispute Resolution. This Agreement shall be governed by laws of the State of Washington. Prior to either party commencing any legal action under this Agreement, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good -faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other. Each party hereto agrees to submit to the personal jurisdiction and venue of the state and/or federal courts in or for Yakima County, Washington for resolution of all disputes in connection with this Agreement. Binding Agreement. The individual signing this Agreement and any Supplement(s) to this Agreement for the Customer warrants that they have been duly authorized to bind their respective principals to all rights, duties, remedies, obligations and responsibilities incurred by way of this Agreement and that the Agreement and any Supplement to the Agreement are a valid and binding obligation of the Customer. Assignment. This Agreement and the rights, title, and interest may not be assigned or transferred by the Customer without the prior written consent of HTE, which consent may be withheld by HTE. HTE may assign its rights, title and interest by providing prior written notice to the Customer. Successors Bound. The 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 due to causes beyond its control. Severability. If any term or provision of this Agreement or the application thereof to any entity, person or circumstance shall, to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to entities, persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each remaining term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Notices. Any notice provided for herein shall be in writing and sent by registered or certified mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the first page of the Agreement or to such other address as either party shall from time to time indicate in writing. Any such notice to be deemed to be effective upon receipt or five (5) days from the date of the mailing, whichever occurs first. Publication. HTE reserves the right to publish certain information regarding this Agreement. Publication may include, but shall not be limited to, using Customer's name in a press release announcing this Agreement and listing Customer's name on HTE's complete customer listing that is made available to other HTE customers and potential customers. 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, neither party may offer to hire or in any way employ or compensate any of the employees of the other party or persons who have been employed by the other party within the immediate past twenty-four (24) months without prior consent of the other party. Non -waiver. Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or of another provision of this Agreement. HTE License.doc Ver. 11/5/01 7 YAKI-License.doc Revised 11/30/01 Entire Agreement. This Agreement, any Supplement(s), Attachments, Addenda and/or Amendments to this Agreement constitute the entire Agreement between the parties, and there are no representations, conditions, warranties, or collateral agreements, expressed or implied, statutory or otherwise, with respect to this Agreement other than as contained herein, and this Agreement shall supersede all previous communications, representations or agreements, either written or oral, between the parties to this Agreement. This Agreement may not be modified, omitted or changed in any way except by written agreement signed by persons authorized to sign agreements on behalf of the Customer and of HTE. Preprinted conditions and all other terms not included in this Agreement, the Pricing and Payment Supplement(s) to this Agreement, and the Hardware Purchase Agreement(s), if applicable, on any purchase order or other document submitted hereafter by Customer are of no force or effect and the terms and conditions of the HTE Agreements shall control unless expressly accepted by HTE in writing to the Customer. Both parties acknowledge that they have read this Agreement and agree to be bound by the terms and conditions herein. CITY OF YAKIMA, WA H.T.E., INC i Authorized Signa Authorized Signature Richard A. Zais, City Manager Print Name & Title Attest: ) 8 a 00 Date City Clerk Susan D. Falotico, Chief Financial Officer Print Name & Title DEC 1 12001 IBM and AS/400 are registered trademarks of International Business Machines Corporation. COM -Ra :i NO: 2.21(2L7.7.(11„, i: si�_ur Ic,�a�o-1�° HTE License.doc Ver 11/5/01 8 Date YAKI-License.doc Revised 11/30/01 ATTACHMENT "A" TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT H.T.E., INC. MODIFICATION MAINTENANCE SERVICES AGREEMENT CONTRACT NO. This H.T.E., Inc. Modification Maintenance Services Agreement ("Agreement") is entered into and by H.T.E. Inc. (HTE), a Florida Corporation, with its principal place of business at: 1000 Business Center Drive, Lake Mary, Florida 32746; and City of Yakima (Customer), with its principal place of business at 129 North Second Street Yakima, WA 98901 1. TERM. The term of this Agreement shall run concurrent with the Support Services term as described in the HTE, Inc. Software License and Services Agreement to which it is attached ("Initial Term"). This Agreement can be renewed for successive one (1) year terms ("Renewal Term") by payment of the then current Modification Maintenance Services Fee. HTE will invoice Customer when the Modification Maintenance Services Fees are due. 2. MODIFICATION MAINTENANCE SERVICES. For so long as Customer has purchased Modification Maintenance Services and is current in its payments to HTE under this Agreement, Customer shall be entitled to receive, and HTE agrees to provide, the following service: 2.1 Modified Program Compatibility. For each non Licensed Program in library HTEMOD that was written by HTE or any Licensed Program that has had custom modifications performed by HTE at the customers request, HTE will perform all necessary programming to ensure that the program is compatible with each new software release, version, or Program Temporary Fix made available by HTE. 3. MODIFICATION MAINTENANCE FEES. 3.1 Modification Maintenance Fees for each modification by HTE shall be agreed upon by the parties and are subject to annual adjustment. HTE shall not commence such Modification Maintenance until the parties have agreed to such fees. 3.2 Modification Maintenance Fees are not refundable in whole or in part. 4. LIMITATION OF LIABILITY. HTE's liability to Customer for any losses or damages, whether direct or indirect, arising out of this Agreement, shall not exceed the Modification Mamtenance Services Fees paid for the Initial Tenn or Renewal Term. In no event shall HTE be liable for any indirect, special, or consequential damages, or economic loss in connection with, or arising out of, this Agreement. 5. TERMINATION. This Agreement may be terminated as follows: 5.1 Upon Customer's failure to renew this Agreement at the expiration of the Initial Term or any Renewal Term. 5.2 By HTE, if Customer fails to pay the Modification Maintenance Services Fees on or before the due date, then this Agreement shall terminate if non-payment continues for more than ten (10) days after receipt of notice in writing from HTE to Customer of such non-payment setting forth the sum then due and how such sum was determined. If Customer terminates this Agreement and subsequently desires to reinstate Modification Maintenance Services, HTE's then - current policy with regard to reinstatement shall apply. 6. GENERAL TERMS. Choice of Law/Dispute Resolution. This Agreement shall be governed by laws of the State of Washington. Prior to either party commencing any legal action under this Agreement, the parties agree to try in good faith to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good -faith negotiations, then either party may commence legal action against the other. Each party hereto agrees to submit to the personal jurisdiction and venue of the state and/or federal courts in or for Yakima, Washington for resolution of all disputes in connection with this Agreement. Modification Maintenance Agreement Attachment "A" Page 1 of 2 YAKI-License.doc Version 07/27/01 11/30/01 Binding Agreement. The individual signing this Agreement for Customer warrants that he/she has been duly authorized to bind Customer to all rights, duties, remedies, obligations and responsibilities hereunder and that the Agreement is a valid and binding obligation of Customer. Assignment. This Agreement and the rights, title, and interest herein, may not be assigned or transferred by Customer without the prior written consent of HTE, which consent may be withheld. HTE may assign its rights, title and interest herein by providing prior written notice to Customer. Successors Bound. The terms and conditions of this Agreement shall extend and inure to the benefit and be binding on the respective successors and permitted assigns of Customer and HTE. Force Majeure. Neither party shall be held responsible for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control. Severability. If any term or provision of this Agreement or the application thereof to any entity, person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to entities, persons or circumstances other than those as to which it is held invand or unenforceable, shall not be affected thereby and each remaining term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Notices. Any notice provided for herein shall be in writing and sent by registered or certified mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the first page of the Agreement or to such other address as either party shall from time to time indicate in writing. Any notice given pursuant to this paragraph shall be deemed given when received or five (5) calendar 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 hereof. 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 written consent of HTE 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 constitutes the entire agreement between the parties with respect to Support Services, and there are no representations, conditions, warranties, or collateral agreements, expressed or implied, statutory or otherwise, with respect to this Agreement other than as contained herein. This Agreement supersedes all previous communications, representations or agreements, either written or oral, between the parties. This Agreement may not be modified or supplemented in any way except by written agreement signed by persons authorized to sign agreements on behalf of Customer and of HTE. Preprinted conditions which vary from the terms and conditions herein, and which are contained in any purchase order or other document submitted hereafter by Customer, are of no force or effect. CUSTOMER H.T.E., INC Attachment A - No Signature Required Attachment A - No Signature Required Authorized Signature Authorized Signature Modification Maintenance Agreement Attachment "A" Page 2 of 2 YAKI-License.doc Version 07/27/01 11/30/01 SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT BY AND BETWEEN H.T.E., INC. AND CITY OF YAKIMA, WA SCHEDULE A -PRICING AND PAYMENT SCHEDULE CONTRACT NO. YAKI-20011231 This Supplement is to the H.T.E., Inc. Software License and Services Agreement (Agreement) dated of even date herewith, between H.T.E., Inc. (HTE) and City of Yakima, WA (Customer). Unless otherwise stated below, all terms and conditions as stated in the Agreement shall remain in effect. HTE Licensed Programs License Fees No. Days of Training Training Fees Installation Fees Annual Support Field Reporting Server Software with Mobile Flash (1-50 units) - M2 $ 25,300 00 $ 37,000.00 $ 3,000.00 $ 4,800.00 Field Incident Reporting (40 units) - Cl 30,000 00 4 $ 4,000.00 7,000.00 6,000 00 Field Accident Reporting (40 units) - C2 27,000 00 2 2,000.00 1,000.00 6,000.00 State Accident Form' 10,000 00 18,600 00 1,800 00 GRAND TOTALS HTE Licensed Program Totals $ 92,300.00 6 $ 6,000.00 $ 4,000.00 $ 18,600.00 Payment Schedule* Total Contract Due Upon Contract Execution Due As Incurred/ Delivered Due As Otherwise Noted HTE License Fees $ 92,300.00 $ 55,300.00 $ 37,000.00 HTE Application Training Fees 6 days @ $1,000/day 6,000 00 $ 6,000 00 HTE Standard Project Management 7,000.00 2,380 00 4,620.00 HTE Application Installation Fees 4,000.00 4,000 00 HTE Annual Application Support Fees 18,600 00 18,600.00 GRAND TOTALS $ 127,900.00 $ 57,680.00 $ 10,000.00 $ 60,220.00 APPLICABLE TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. *Payments: THE AMOUNTS NOTED ABOVE SHALL BE PAYABLE AS FOLLOWS: HTE License Fees: $55,300.00 due upon execution of this Supplement for the M2 and Cl Licensed Programs; $27,000.00 due upon delivery of the C2 Licensed Program but not later than 60 days following delivery; $10,000 due upon delivery of the State Accident Form but not later than sixty (60) days following delivery. On invoice, as incurred. On invoice, as incurred. 34% due upon execution of this Supplement; 33% due 60 days following completion of the first training session; and 33% due 90 days following delivery of State Accident Form. Prior to the commencement of the initial term of support. Support fees for subsequent terms of support will be due prior to the start of that term at the then prevailing rate. Rates for subsequent years of support service are subject to change. HTE shall grant Customer pricing, in relation to Support Services fee increases or decreases, no less favorable (from the Customer's perspective) than Support Services fee increases or decreases granted to HTE's customer base for customers using the same or substantially the same Support Services. Travel and Living Expenses: Travel and living expenses are in addition to the prices quoted above and will be invoiced as incurred and shall be governed by the HTE Corporate Travel and Expense Reimbursement Policy. HTE Training Fees: HTE Installation Fees: Project Management Fees: Application Support Fees: HTE Schedule A Ver 11/12/01 YAKI-20011231-Schedule A.doc Page 1 of 4 Revised 12/11/01 11t is HTE's intent to deliver the State Accident Form in the first quarter of 2003. Multiple Agency Access Customer has requested, and HTE will grant, access to the Field Incident Reportmg Licensed Program to the City of Union Gap, WA. Such access will be available upon separate full execution by all appropriate parties of the Addendum to H.T.E., Inc. Software License and Services Agreement to Grant Permission to Allow Access to Software. HTE Support Services The initial term of HTE application support services shall commence one hundred twenty (120) days after delivery of the Licensed Program(s), and extend for a twelve (12) month term. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial support period. Application Training Listed above are the number of days of training for the Licensed Programs listed. Additional application training, if requested by the Customer, can be provided upon request at the standard billing rate in effect at that time. Any fee quoted does not include travel and living expenses. Project Management A description of the applicable level of Project Management is attached to this Supplement and fees will be invoiced in the amounts and under the terms noted above. A mutually agreeable work plan will be created by the HTE Project Manager and the Customer. Additional Project Management, if requested by Customer, will be invoiced at the then current HTE rate. Any fee quoted does not include travel and living expenses. Scheduled Resource Changes 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 and 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. HTE Response to the Customer's Request for Proposal It is acknowledged and agreed that for the purposes of the HTE Licensed Program(s) and services included in this Supplement, that Section 2, "Functional Requirements Checklist" of the HTE's Response to Customer Proposal #10106 are hereby attached to and made a part of this Supplement. Order of Precedence In the event of any inconsistencies between the Agreement, this Supplement and any attachments thereto, the terms and conditions of the documents shall prevail in the following order: 1. Supplement to H.T.E., Inc. Software License and Services Agreement #YAKI-20011231; 2. H.T.E., Inc. Software License and Services Agreement; 3. Addendum to H.T.E., Inc. Software License and Services Agreement to Grant Permission to Allow Access to Licensed Programs; 4. Section of HTE Response to Customer's Proposal #10106 noted herein. Publication HTE reserves the right to publish certain information regarding this Supplement. Publication may include, but shall not be limited to, using Customer's name in a press release announcing this Supplement and listing Customer's name on HTE's complete customer listing that is made available to other HTE customers and potential customers. Preprinted Terms and Conditions Preprinted conditions and all other terms not included in this Supplement or in the Agreement on any purchase order or other document submitted hereafter by Customer are of no force or effect, and the terms and conditions of the Agreement, and if applicable, this Supplement and the Hardware Purchase Agreement if applicable, shall control unless expressly accepted by HTE in writing to the Customer. HTE Schedule A YAKI-20011231-Schedule A.doc Ver. 11/12/01 Page 2 of 4 Revised 12/11/01 Non -Hiring Statement During the term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, neither party may 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. The terms and conditions contained in this Supplement, including the prices, will be honored as set forth herein, provided this Supplement is fully executed by December 21, 2001. Customer warrants that the amounts to be paid hereunder will be paid out of appropriated funds and are not part of a financing arrangement with any third party. CITY OF YAKIMA, WA H.T.E., INC. Authorized Signae Authorized Signature Richard A. Zais, City Manager Susan D. Falotico, Chief Financial Officer Print Name & Title Attest: Wl OOl Date 2& -- City Clerk CO51M,i'�GT HO: OD 1�/3 ` Q -od/-!7 RE,01u710N HO: HTE Schedule A Ver 11/12/01 Print Name & Title DEC 112001 Date YAKI-20011231-Schedule A.doc Page 3 of 4 Revised 12/11/01 Project Management Service Level Standard • Determine training requirements and schedule appropriate resources. • Create a detailed implementation plan, which includes training visits, deliverable schedules and project milestones. • Conduct weekly conference calls with the Customer Project Manager to review implementation progress, discuss and resolve issues regarding training and deliverables. • Act as single point of contact at HTE. • Coordinate HTE resources. • Coordinate delivery of hardware and software. • Manage Change Control Procedures. • Review planned time vs. actual time for HTE resources. Create the Statement of Work (SOW) that defines deliverables and milestones. • Conduct on-site kick off meeting with the Customer Project Team. • Maintain the implementation plan. • Track budget. ♦ Maintain the issue log. • Schedule and manage conversions, modifications and interfaces as appropriate. ♦ Provide monthly status reports. ♦ Conduct periodic on-site visits as agreed upon with the Customer Project Manager. • Provide a dedicated Project Manager who monitors and tracts internal customer deliverables and tasks, and serves as the primary contact for HTE issues. • Participate in scheduled conference calls or status meetings with HTE Project Manager • Coordinate and schedule internal resources for training and customer provided deliverables. • Administer the Change Control Procedure with the HTE Project Manager. • Develop test plans and monitor testing. HTE Schedule A Ver 11/12/01 Page 4 of 4 YAM -20011231 -Schedule A.doc Revised 12/11/01 More Than Software... City of Yakima RFP #10106 Sect 2 Functional Requirements Checklists Reporting Feature. Description . REQ Code Avail .. _., ' Mad Cost an Date General Product Features Invoke reporting software from the mobile unit's desktop using icons or from a Mobile Client button. M MF — Currently field reporting collects all data elements for NIBRS / UCR reporting — additional fields for WIBRS need to be identified. Provide installation of software and upgrade of report formats done wirelessly from a LAN -attached PC. M SF — Initial installation must be from CD-ROM. Data Collection Support Washington incident reporting requirements. M SF Provide incident reports that meet NIBRS and UCR standards. M SF Support additional, non-NIBRS/UCR data fields. M SF Support remote data collection — no wireless connection necessary during data collection. M SF HTE, Inc. Page 2-1 More Than Software... City of Yakima RFP #10106 Feature Desipton REQ; Code Avail Mod Cost Mari Date Application Integration Supports integration with CAD particularly the call information. M SF — CAD data will need to be provided in ASCII tag file format to field reporting server. Supports integration of State/NCIC information into the report. M SF — In order to map fields to individual fields, elements must be identified through tags or positional IDs. Provides integration with RMS for report storage. (This is a one-way interface. The RMS vendor will write to an enhanced mobile information software API.) M Output from field reporting system is provided in tag format. Yakima will need to provide RMS in open export. Client Features (Mobile or LAN) Query of past reports and includes the information in reports as transferred into the RMS system. M SF — Host admin software allows querying of reports based on date, officer, status or case number values. Drop down menus and check boxes when applicable M SF Separate log -in for Mobile Information software Mobile and reporting software M SF HTE, Inc. Page 2-2 More Than Software... City of Yakima RFP #10106 Feature;Des r ptiou REQ Code Avail ,.. . Mod. Cost..., /Plan Date Client Features (Mobile or LAN) (cont.) In -car printing using MS -Windows printer features M SF — The HTE suite of applications were designed to be printed on a laser printer except for Citation and Tow Slips which were designed to print on either a laser or dot matrix printer. MS -Windows compliant GUI M SF Easy to view report status using icons M SF — Report Statuses are viewed through easily readable English picklist values. Data entry validations M SF NIBRS and UCR compliant validations M SF — Application allows for configuration of mandatory information. Report submittal validations M SF Spell Checking on narrative section of report with Supervisor rejection notes M SF Option to save complete and incomplete reports to local hard drive or diskette M SF On-line help documentation, status bar information, and Tool Tips M SF — Only online documentation is provided. HTE, Inc. Page 2-3 More Than Software... City of Yakima RFP #10106 Feature Descript%ci REQ.- Code Avail Mod'Cost /Plan Date Access to incomplete reports from the station or other mobile PC with mobile information software installed. M SF Wireless Network Support Provides submittal of reports (the patrol officer can be either on a mobile PC or on a LAN -attached PC) M SF Capable of communicating over any network providing TCP/IP services regardless of the physical or data link layer protocols M SF Report Approval Provide wireless or LAN-based Supervisor approval capabilities specifically approval and review of reports. M SF Provide wireless or LAN-based submission of reports. M SF Provide back-up report submission of reports via floppy diskette. M SF Alert Supervisors and users to status of reports on both wireless and LAN-based units. M SF — Server functionality allows escalation of reports based on agency -specific time settings. Provide review notes to reporting officer outlining corrections needed or additional report information. M SF Allow Supervisors the option to accept or reject reports. M SF Allow Records to route Patrol accepted reports back to Patrol Supervisor for rework and re -submittal. M SF Save reports accepted by Records in an export file format in a designated network directory for access by RMS system. M SF HTE, Inc. Page 2-4 More Than Software... City of Yakima RFP #10106 Featu re.l Disc 4100 REQ 'Code Avail- ikfi d Cost /Plan Date Report Approval (cont.) Route rejected reports to officer for rework and re -submittal. M SF Monitor incomplete reports started in mobile information software. M SF Provide audit trail of submission and approvals. M SF — Administrative software allows tracking of individual report statuses. Report Output Support and print in agency -specific and Washington output formats. M SF — Washington State accident reports are reproduced as replicas of the state form. Incident reports are based on National standard formats. Allow for printing of reports on local, network and in -car printers. M SF Administrative Tools Provide a tool kit for customization if data collection to complete the following: M SF Add, delete, or change items in a selection "pick" list on a field. M SF Add or remove the required option for any field. M SF HTE, Inc. Page 2-5 More Than Software... City of Yakima RFP #10106 Feature Deser ptiou, - REQ Code . Ctr Avail.. Most Cost . 1Pian Date Administrative Tools (cont.) Add, delete or change check box on any field. M SF Provide a tool kit for customization of output forms to complete the following: M SF Change field ordering M SF Change field length M SF Change field names M SF — Changes done to field names in the GUI are reflected in the printout. Delete fields M SF Add new fields based on information collected. M SF — User defined fields are provided in the application GUI. Provide agency -specific on-line help. M SF — Agency defined edit checks are user -definable. Provide spell checker in Narrative section and Supervisor rejection notes. M SF Provide indicator for why the report is not ready for submission yet. M SF — Administrative software allows for tracking of software. User Documentation and Help SF Provide On-line help including on-line documentation, status bar information, context sensitive help, and Tool Tips. M SF — On-line Help only. Provide Administrator documentation set in hard copy or on CD. M SF HTE, Inc. Page 2-6 More Than Software... City of Yakima RFP #10106 Feature Description ; REQod'Cost Code Avail- ,/Plan Date Reporting Components D SF — Code will be put in escrow. Provide Accident Reporting including diagramming. M SF Provide Field Interview card or form for collection of information M SF Miscellaneous Provide mobile users with the ability to access applications and data files regardless of where they are located. M SF Provide all Source Code for the computer programs D SF — Code will be put in escrow. Provide all compliers, interpreters, proprietary software, and programs other than those already on computer system, necessary to compile the Source Code and make PDFRS operational on the City of Yakima's computers. M N/A Provide any additional hardware necessary to make PDFRS operational in all applicable areas in the City of Yakima. M SF — HTE quotes all hardware necessary to make the field - reporting system operational. Provide Implementation Services to make any modifications to the PDFRS modules to meet the requirements of the RFP and to make PDFRS operational within the Public Safety computer environment. M SF Provide in-depth, tailored Usage training for patrol, clerical, supervisory, and management personnel, and Systems Management training for Information Systems personnel. M SF HTE, Inc. Page 2-7 More Than Software... City of Yakima RFP #10106 Feature Description; REQ COO, Avail1P mad Cost an date,. Provide Maintenance Contract and on- going system support which should include: M SF New system releases and enhancements M SF Updates to meet new Federal and State reporting requirements M SF "Bug" fixes M SF User assistance during Pacific Standard Time (PST) business hours M SF Programmer assistance during Pacific Standard Time (PST) business hours M SF Hourly rates for Professional Services and Programming M SF HTE, Inc. Page 2-8 —�I Product A reement lte_9 HTE VAR . VfR �..+wpaas Order Description HTE VAR, L.L.C. is a Vertical VAR company and is wholly owned by Vertical VAR, LLC and it's employees. Vertical VAR, L.L.C. (We) agree to supply equipment (Machines) and software (Programs) to Customer (You) and to make available the manufacturer's software services to you under the terms of this Agreement and upon receipt of a $5,365.00 down payment. Collectively, Machines and Programs are referred to as Products. The price for all Products is shown below. Unless you request otherwise and pay the corresponding charges, all Products are shipped via normal ground transportation. You agree to pay the total price of all Products, shipping charges, applicable sales taxes. Machine/Program Description Quantity Unit Price Amount Field Reporting Svr Dell PowerEdge Server 1 $9,218 00 $9,218 00 Configuration attached DMS Server Dell System 1 $1,512.00 $1,512.00 Configuration attached Down Payment $5,365.00 Remainder Due On Terms $5,365.00 Total Price Including Shipping Charges and Exlcuding Sales Taxes: $10,730.00 This Order Description and the Additional Terms on page 2 form our complete agreement (the "Agreement") regarding these Products and replace any prior oral or written communication between us. In addition, this Agreement takes precedence over any purchase order that you issue for these Products. By signing below, both of us agree to these terms. Agreed to: (Customer legal name & address) City of Yakima 200 South 3Rd Street Yakima, Washington 98901 gy• Authorized Signature Name (print): D A . 2.A i5) Up. Title. C... rry IVMAntiacER Date: b.9-c_.Q,r,. i' / � a 00 / criycu;;rwkcr NO' . ,Q,Ef RESOLUTION NO: __A,2,01_,—/N, Revised 12-12-00 Agreed to: Vertical VAR, L.L.C. 3246 Marjan Rd. Suite 200 Doraville, GA 30340 �+- f R ByF' V�� ,\- Auth Name (print):it' Title: ;\t_C? a -v ..0 •i-� 4 t\F° ('. nz ignature Date: WO/3‘ C)) c (. Agreement Number:2001111201 SA HTE, VAR Product Agreement Additional Terms Order, Delivery and Installation This is a custom order If you cancel an order for Products within 10 business days prior to their shipment date, then you agree to pay any costs we incur for such cancellation, including cancellation charges we are assessed by our suppliers. However, you may not cancel an order after the Products have been shipped. We bear the risk of loss for each Product until it is delivered to you. Thereafter, you assume the risk of loss. It is agreed that HTE, Inc. will install and set-up all programs associated with the HTE, Inc. application related to the quoted hardware. Within 10 business days of their delivery, you may return any Products that are defective on arrival and cannot be installed. Otherwise, if you wish to return any Products which are not defective and have never been installed, then you must first obtain our written consent and agree to pay any return charges we are assessed by our suppliers. Some Products may not be returnable. Following their installation, you may only return the Products under the provisions of the manufacturer's warranty. Payment and Assignment You agree to pay applicable sales taxes or supply exemption documentation. You are responsible for personal property taxes for all Products from the date they are shipped to you. We invoice the Products when they are shipped. We will apply your down payment to the invoice amount (the "Invoice Amount"), which will include the price of Products plus shipping charges and applicable sales taxes. The balance of the Invoice Amount is due within 30 days of the invoice date. Amounts past due will be assessed a late payment charge of 1.5% per month, which you agree to pay. Alternatively, you may assign your obligation to pay the Invoice Amount to the IBM Credit Corporation (ICC). You agree to sign an ICC Certificate of Acceptance, accepting Products within 10 days of their delivery The ICC Certificate of Acceptance constitutes payment to us of the Invoice Amount. We will return your down payment, net of any cancellation or return charges, when we receive payment from ICC Other than this express permission, you may not assign, or otherwise transfer, this Agreement or your rights under it, or delegate your obligations, without our prior written consent. Any attempt to do so is void. Title and License We transfer title to Machines to you when we (a) receive the total Invoice Amount due and (b) you return any removed parts that become our property during a feature or model upgrade. The application, use and other aspects of the Programs are solely governed by the terms and conditions of the applicable agreement between you and the manufacturer. If you fail to pay the Invoice Amount, including late payment charges, then we may remove and repossess the Machine without notice or demand, and we may request the manufacturer to cancel the Program license. Warranty All warranties with regard to the Products are provided directly by the manufacturer to you. We warrant only that we are authorized to supply Products. THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND WE MAKE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error -free operation of any Product. Limitation of Liability If you are entitled to recover damages from us, in each instance, regardless of the basis on which damages can be claimed, we are liable only for actual damages caused by a Product in an amount no greater than the price you have paid for the Product that is the subject of the claim. Under no circumstances are we responsible for (a) Toss of, or damage to, your programs, records or data; or (b) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their possibility. Choice of Law/Dispute Resolution. This Agreement shall be governed by laws of the State of Washington. Prior to either party commencing any legal action under this Agreement, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good -faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other. Each party hereto agrees to submit to the personal jurisdiction and venue of the state and/or federal courts in or for Yakima County, Washington for resolution of all disputes in connection with this Agreement. Relation with HTE, Inc. Vertical VAR and HTE, Inc., a Florida corporation, are independent contractors. Neither party is the agent of the other Neither party is authorized to make any representations or create any obligation or liability on behalf of the other party. Revised 12-12-00 AS400 System Proposal HTE VAR Proposal For: Yakima, Washington Date: November 15, 2001 Prepared by: HTE VAR, LLC 3246 Marjan Rd. Suite 200 Atlanta, GA 30340 Warranty HTE will assist Customer in determining the hardware configuration required to run HTE's Licensed Programs. However, HTE cannot provide assurances as to hardware performance and useful life because the variables which determine a Customer's utilization and requirements for hardware are numerous, not predictable within reliable certainty, and may not be finally known until the hardware is being utilized. Confidentiality This hardware configuration was developed by HTE for Yakima's use in evaluating HTE as a potential provider of hardware under this proposal. HTE has expended substantial effort and invested material sums in personnel and systems to develop the methodology used to generate this document and to produce this customized document for this document is proprietary to HTE. Yakima may not disclose this document to any third party and is expressly prohibited from providing this document to HTE's competitors or other hardware providers. 11/30/2001 hte HTE VAR HTE System Hardware / Software Investment Summary Yakima, Washington Annual Description Price Maintenance Hardware & Software Field Reporting Server $9,093.00 DMS Server $1,387.00 Shipping $250.00 System SubTotal $10,730.00 System Total $10,730.00 Options 1 Installation and training costs do not include travel and living expenses. These costs will be billed to you as incurred. Other than the HTE Support Fees, the Maintenance Fees 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 RFP HTE 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. If applicable, 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. Yakima Field Reporting Hdwr Rev3 H.T.E., Inc. CONFIDENTIAL Summary hte HTE VAR 1 ental 1' IR <ungvmv Field Reporting Server Description HTE VAR, L.L.C. Field Reporting Server Yakima, Washington Dell PowerEdge Rack Mount Serverl'2 1 Ghz Pentium III 512K Cache; Keyboard; Mouse; 1.44Mb Floppy Drive 24xCD-ROM Internal 256Mb RAM (2 DIMMs) 18.2Gb SCSI Hard Drive Base 10/100 Ethernet Adapter 4 10/100 Ethernet Adapter - 4 Internal 56K Fax/Modem5 Remote Assist Card Keyboard, Mouse, Rack Rails Windows NT Server 4.0 w/10 clients w/option pack Software PC Anywhere V10.0 Host and Remote Single DataDirect ODBC Pack V3.x for Windows 95/NT Oracle 8 w/5 concurrent devices (runtime only) Field Reporting Server Subtotal 6 Field Reporting Shipping Field Reporting Server Grand Total Qty Unit Price $5,365.00 $149.00 $579.00 $3,000.00 Extended Price Warranty Period3 $5,365.00 36 months $149.00 $579.00 $3,000.00 $9,093.00 $125.00 $9,218.00 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. ' Warranty on the servers is 3 years on-site,24x7, 4 hour response same business day. 4 Ethernet assumed. Token -ring higher Modem required for dial -in troubleshooting. 6 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. 7 Fourth Quarter 2001 Hardware Incentive is only valid for customers that sign a hardware contract for this Yakima Field Reporting Hdwr Rev3 11/30/2001 1:28 PM H.T.E., Inc. CONFIDENTIAL Field Report Svr Date 11/30/2001 Time 1:28 PM HTE VAR. er ;..mien/ 1:.Ut e.upnnv DMS Server Pricinji Description HTE, Inc. DMS Server for Yakima, Washington Qty List Extended Warranty Price Price Period 5 Dell PIII 1Ghz, 256MB RAM; 4Mb Video RAM; 1 $1,387.00 $1,387.00 36 months 10Gb HDD; Floppy; Keyboard; Mouse w/ Pad; Windows 2000; 24xCD-ROM; Integrated 10/100 Ethernet Adapter; 17" Color Monitore Workstation Subtotal Workstation Shipping $1,387.00 $125.00 Workstation Grand Total 3 $1,512.00 1 The recommended minimum configuration for PC workstations is a Pentium 233Mhz with 64Mb of memory, 200Mb of available disk space for IBM and HTE software installation and Windows95/NT. 2 Mapping/Dispatch positions for Public Safety applications may want to consider the larger monitors. s 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 pncmg. a 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. Yakima Field Reporting Hdwr Rev3 H.T.E., Inc. CONFIDENTIAL Print Server Addendum to H.T.E., Inc. Software License and Services Agreement to Grant Permission to Allow Access to Licensed Programs among City of Yakima, WA 200 South 3rd Street Yakima, WA 98901 and City of Union Gap, WA 1800 Rainier Place Union Gap, WA 98903 and H.T.E., Inc. 1000 Business Center Drive Lake Mary, Florida 32746 Whereas, City of Yakima, ("Prime") and H.T.E., Inc. ("HTE") entered into that certain H.T.E., Inc. Software License and Services Agreement dated of even date herewith ("Agreement"); and Whereas, Prime desires to permit City of Union Gap, WA, ("Agency") to utilize Prime's copy of the Licensed Programs known as Field Incident Reporting ("Licensed Programs") on Prime's CPU; and Whereas, Agency requests that Prime provide access to Licensed Programs; and Whereas, access to Licensed Programs requires the written consent of HTE: Now therefore, the parties agree as follows: Grant Access Agreement 1 YAKI-20011231-Grant Access.doc 03/02/01 Revised 11/30/01 1. Prime requests that HTE grant, and HTE does grant, Prime permission to allow access to Licensed Programs by Agency under the terms of this Access Agreement ("Access Agreement"). 2. HTE shall have the right to terminate this Access Agreement upon breach of this Access Agreement if cure is not effected within thirty (30) days of written notice of said breach. This Access Agreement shall automatically terminate if the Agreement is terminated. 3. Prime shall have the right to terminate this Access Agreement upon sixty (60) days written notice to HTE and Agency. HTE shall be under no obligation to Agency to permit them continued access to Licensed Programs after termination of this Access Agreement, but shall agree to license Licensed Programs under separate license agreement with Agency in such event, provided Agency is not in default of any of the provisions of this Access Agreement, and Agency provides a replacement technical environment satisfactory to HTE. 4. Agency agrees that Licensed Programs constitutes proprietary information and trade secrets of HTE and will remain the sole property of HTE. Agency agrees that it shall not at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party any of components of Licensed Programs. Agency shall hold in confidence the HTE proprietary information for its benefit and internal use only by its employees. Agency further acknowledges that, in the event of a breach or threatened breach by Agency of the provisions of this paragraph, HTE has no adequate remedy in money damages, and, accordingly, shall be entitled, without bond, to an injunction against such breach or threatened breach. 5. All License, Training, Installation and Annual Support fees, as regards the Licensed Programs, are set forth in the H.T.E., Inc. Software License and Services Agreement Supplement Schedule A, YAKI-20011231, and are the sole responsibility of Prime. No additional fees shall be due HTE solely as a result of the grant of access contained in this Addendum. 6. This Access Agreement does not include conversion services, project management, training nor any other services of HTE except as provided in the H.T.E., Inc. Software License and Services Agreement and Supplement(s) between Pnme and HTE. Except as expressly stated in this Access Agreement, no further rights are granted nor are further obligations due from HTE to Agency or Prime. 7. Prime shall be the first point of contact for Agency in the event that support services are needed by Agency. Should Prime not be able to solve the Support Service issue, Pnme shall contact or coordinate contact with HTE for Support Services. Prime shall be responsible for setup and training for Licensed Program(s) provided for by means of Supplement (YAKI-20011231). In the event Pnme or Agency desires additional services or assistance from HTE, HTE agrees to provide those services at the rates and terms in effect at that time. Grant Access Agreement 2 YAKI-20011231-Grant Access.doc 03/02/01 Revised 11/30/01 All parties acknowledge that they have read this Access Agreement and agree to be bound by the terms and conditions herein. All terms of this Access Agreement, shall be extended for acceptance through December 31, 2001. CITY OF YAKIMA, WA H.T.E., INC. Authorized inatte Authorized Signature Richard A. Zais, City Manager Attest: Print Name & Title 14 18/ -oor Date City Clerk CITY OF UNION GAP, WA Authorized ature 4i) 6) c, /s' E-vrs d%'Ci f -M rra-ger / Pmt Name & Title j_7- a 2 Susan D. Falotico, Chief Financial Officer Print Name & Title DEC 1 1 2001 COMiR..kOT O. , o/7/ y.., RrsO ITIOtt NO:4'a44/7/7'O Date Attest: City Clerk Date Grant Access Agreement 3 YAKI-20011231-Grant Access.doc 03/02/01 Revised 11/30/01 ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 'V. ! For Meeting Of 12-- 19 -o t A Resolution Authorizing Execution of Software License, Computer Hardware & Professional Services Agreements to Implement a Law Enforcement Field Reporting System SUBMITTED BY: Don Blesio, Police Chief CONTACT PERSON/ FLLEPHONE: Mike Merryman, Police Lieutenant (509) 575-6218 Rick Pettyjohn, Information Systems Mgr (509) 575-6098 SUMMARY EXPLANATION: The Police Patrol Officers are required to complete detailed reports for each incident and accident to which they respond. The information in these reports is eventually entered into the automated Police Records Management System (RMS) via a long and cumbersome manual process. The proposed Field Reporting System will greatly streamline this process by enabling the patrol officers to directly enter the reports through their mobile data computers and submit those reports to an automated workflow system that directs the reports through the editing, approval, and data download processes. In addition to the improved efficiency, the Field Reporting System will greatly reduce the opportunity for errors to which a manual review and data entry process is prone. Resolution X Ordinance Other (Specify) Contract X Mail to (name and address): Ms. Aletarei Gordon, H.T.E., Inc., 1000 Business Center Drive, Lake Mary, Florida, 32746 Phone: (800) 677-1275 Funding Source General Fund _ APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Adopt Resolution BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2001-170 The Police Department and Information Systems Division jointly followed an extensive Request For Proposal process to determine which of the available field reporting systems best met the City's requirements. The incident Reporting and Accident Reporting systems from H.T.E. Inc., fulfilled those requirements. We have negotiated the attached agreements with H.T.E., Inc. that provide the software, computer hardware, and services necessary to implement a forty-user Field Reporting System. Because the City of Union Gap also utilizes the City of Yakima's RMS, we have also included an agreement that allows the City of Union Gap access to the Field Reporting System. The Incident Reporting System will be implemented in the first half of 2002. The Accident Reporting System will be implemented in late 2002 or early 2003. The total cost of these agreements is $138,630, The projected total cost of the Field Reporting project is $200,000. The remaining funds will £ provide an interface to the RMS and additional backup and recovery capacity to support the increased computer data. The funds for this project are appropriated in the 2001 and 2002 Information Systems Budget. HTE. VAR Product Agreement Order Description HTE VAR, L.L.C. is a Vertical VAR company and is wholly owned by Vertical VAR, LLC and it's employees. Vertical VAR, L.L.C. (We) agree to supply equipment (Machines) and software (Programs) to Customer (You) and to make available the manufacturer's software services to you under the terms of this Agreement and upon receipt of a $5,365.00 down payment. Collectively, Machines and Programs are referred to as Products. The price for all Products is shown below. Unless you request otherwise and pay the corresponding charges, all Products are shipped via normal ground transportation. You agree to pay the total price of all Products, shipping charges, applicable sales taxes. Machine/Program Description Quantity Unit Price Amount Field Reporting Syr Dell PowerEdge Server 1 $9,218.00 $9,218.00 Configuration attached DMS Server Dell System 1 $1,512.00 $1,512.00 Configuration attached Down Payment $5,365.00 Remainder Due On Terms $5,365.00 Total Price Including Shipping Charges and Exlcuding Sales Taxes: $10,730.00 This Order Description and the Additional Terms on page 2 form our complete agreement (the "Agreement") regarding these Products and replace any prior oral or written communication between us. In addition, this Agreement takes precedence over any purchase order that you issue for these Products. By signing below, both of us agree to these terms. Agreed to: (Customer legal name & address) Agreed to: City of Yakima Vertical VAR, L.L.C. 200 South 3Rd Street 3246 Marjan Rd. Yakima, Washington 98901 Suite 200 Doraville, GA 30340 By: Authorized Signature Name (print):/� rc l AA D A . 2Rts, Title: C.. rry MAN, -EQ Date: r.),Q.C.-yvia-L-'' I I y D- ®O Cry r COit i PACT PJG: RESOLUTION M0 le 42/./21 Revised 12-12-00 Auth'iriz: • ignature Name (print): Title: Date: Agreement Number:2001111201 SA Non -Hiring Statement During the term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, neither party may 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. The terms and conditions contained in this Supplement, including the prices, will be honored as set forth herein, provided this Supplement is fully executed by December 21, 2001. Customer warrants that the amounts to be paid hereunder will be paid out of appropriated funds and are not part of a financing arrangement with any third party. CITY OF YAKIMA, WA H.T.E., INC. Authorized Signa e Authorized Signature Richard A. Zais, City Manager Susan D. Falotico, Chief Financial Officer Print Name & Title Print Name & Title L-2--"AdlaJW 00 Da1 te Attest: DEC 1 12001 Date 4< City Clerk '1., 5 O1Ty.CONTRAGT HO: RE:SOLUT10N HO: A -,24d/- /74 HTE Schedule A Ver. 11/12/01 YAKI-20011231-Schedule A.doc Page 3 of 4 Revised 12/11/01 Entire Agreement. This Agreement, any Supplement(s), Attachments, Addenda and/or Amendments to this Agreement constitute the entire Agreement between the parties, and. there are no representations, conditions, warranties, or collateral agreements, expressed or implied, statutory or otherwise, with respect to this Agreement other than as contained herein, and this Agreement shall supersede all previous communications, representations or agreements, either written or oral, between the parties to this Agreement. This Agreement may not be modified, omitted or changed in any way except by written agreement signed by persons authorized to sign agreements on behalf of the Customer and of HTE. Preprinted conditions and all other terms not included in this Agreement, the Pricing- and Payment Supplement(s) to this Agreement, and the Hardware Pii chase Agreement(s), if applicable, on any purchase order or other document submitted hereafter by Customer are of no force or effect and the terms and conditions of the HTE Agreements shall control unless expressly accepted by HTE in writing to the Customer. Both parties acknowledge that they have read this Agreement and agree to be bound by the terms and conditions herein. CITY OF YAKIMA, WA H.T.E.,�- Authorized Signa Authorized Signature Richard A. Zais, City Manager Print Name & Title 11-vvLi LL„' 1 Si D. ©o Date Date Susan D. Falotico, Chief Financial Officer Print Name & Title • EC 1 2001 IBM and AS/400 are registered trademarks of International Business Machines Corporation. CONTRACT NO: , -g REsotunoN Na —;9Vo/- i7o HTE License.doc Ver. 11/5/01 8 YAKI-License.doc Revised 11/30/01 All parties acknowledge that they have read this Access Agreement and agree to be bound by the terms and conditions herein. All terms of this Access Agreement, shall be extended for acceptance through December 31, 2001. CITY OF YAKIMA, WA r_- Authorized Si a Richard A. Zais, City Manager Print Name & Title g x-001 Attest: is ►,^. , / City Clerk CITY OF UNION GAP, WA Authorized Signature Susan D. Falotico, Chief Financial Officer Print Name & Title J DEC 1 1 2001 Date :r'' `.:`>._ .;. ,,, Date t 5Ii" s,'WT PSC: 0/-4g Y... aEsa ti Cott 2'2DD/—/%O Authorized Signature , City Manager Print Name & Title Date Attest: City Clerk Grant Access Agreement 3 YAKI-20011231-Grant Access.doc 03/02/01 Revised 11/30/01