HTE Inc (1998) Supplement . i
SUPPLEMENT TO H.T.E., INC. SOFTWARE
LICENSE AND SERVICES AGREEMENT
HARDWARE PURCHASE AGREEMENT
This Hardware Agreement is a Supplement to the H.T.E., INC LICENSE & SERVICES AGREEMENT between
H.T.E.,Inc.(HTE)and CITY OF RANCHO PALOS VERDES(Customer).
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. Customer may not cancel or modify any order for Hardware described on the Schedule(s)
without the prior written consent of HTE.
II. SYSTEMS SOFTWARE
Customer shall receive a license to use the systems software(the"Systems Software")that is provided by the Manufacturer
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
Except as may be otherwise provided for in the Supplement(s), HTE and Customer shall contract with the Manufacturer's
Services Officer to arrange for the upgrade and installation of the Hardware listed in the Schedule(s)and Customer 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 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 of those charges. Additionally, any Hardware deposits received by HTE from the Customer will be retained by HTE
if HTE is required to return the Hardware to the Manufacturer due to any reason that is not the fault of HTE, but solely to
the amount of charges/penalties imposed upon HTE .
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 without charge to HTE.
IV. DELIVERY
Delivery dates are approximate and any delivery schedule provided is estimated only and presented in good faith by HTE.
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HTE will not assume any liability, consequential or otherwise, for any delay or failure to deliver all or any part of the
Hardware.
Customer will pay all installation charges(F.O.B.Customer).
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.
VI. MAINTENANCE
Maintenance is not provided under the terms of this Hardware Agreement. Unless otherwise provided for herein, 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. 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 MAY OTHERWISE BE PROVIDED IN THE SUPPLEMENT(S), 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, 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 to indemnify the Customer under infringement actions and claims for personal injury or
damages to real or tangible personal property 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 or furnishing of Hardware, Systems Software, or
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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
Title for the Hardware products shall pass to Customer upon payment in full for such Hardware. Risk of loss shall pass to
the Customer upon delivery to the Customer unless otherwise provided for by the Manufacturer of such hardware products
and in the Supplement(s). 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. 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.
X. LEGAL FEES AND WAIVER
In the event of any legal action brought by either party for breach of this Hardware Agreement, the other party shall be
entitled to reimbursement of all costs, expenses, and legal fees incurred in obtaining a remedy to the breach, including an
appeal. Failure to enforce the breach of any portion of this Hardware Agreement 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.
CITY OF RANCHO PALOS VERDES,CA H.T.E.,INC.
ByB
y: .�
ATTEST �I R /
Name: ' Jack .Harward
CITY ERK 11/18/98 Executive Vice President
Title Date Title Date
This Supplement is further modified by
Schedule A pages 1 through 6 included herein.
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SUPPLEMENT TO H.T.E.,INC. CITYSOFTTM SOFTWARE LICENSE AND SERVICES AGREEMENT .
BY AND BETWEEN H.T.E., INC. AND CITY OF RANCHO PALOS VERDES, CALIFORNIA .
SCHEDULE A-PRICING AND PAYMENT SCHEDULE
CONTRACT NO CITY-RPVD-9805046
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:
0
DAYS LIST TRAINING
HTE CITYSOFT LIST NET OF TRAINING NET
LICENSED PROGRAMS PRICE DISCOUNT PRICE TRAINING PRICE DISCOUNT PRICE
GL,Budgeting,Extended Reporting $ 7,500.00 $ 1,500.00 $ 6,000.00 5 $ 3,400.00 $ 1,700.00 $ 1,700.00
Accounts Payable 2,000.00 200.00 1,800.00 2 1,360.00 680.00 680.00
Purchasing 4,500.00 2,300.00 2,200.00 4 2,720.00 1,360.00 1,360.00
Fixed Assets 2,000.00 200.00 1,800.00 1 680.00 340.00 340.00
Accounts Receivables 3,000.00 1,000.00 2,000.00 2 1,360.00 680.00 680.00
Payroll/Personnel 6,000.00 1,000.00 5,000.00 6 4,080.00 2,040.00 2,040.00
Project Costing 2,000.00 200.00 1,800.00 2 1,360.00 680.00 680.00
Name/Address Management - - - 1 680.00 340.00 340.00
Menu&Report System - - - 0 - •
-
GUI Client/Server-35 users 5,250.00 - 5,250.00 1 680.00 340.00 340.00
Query/400 Custom Report Generator - - - 1 680.00 340.00 340.00
Implementation/Project Mgmt - - - 0 2,500.00 - 2,500.00
Installation,Training& System Setup - - - 1 3,000.00 - 3,000.00
TOTALS $ 32,250.00 $ 6,400.00 $ 25,850.00 26 $ 22,500.00 $ 8,500.00 $ 14,000.00
PLEASE NOTE THAT TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE
PAYMENT INVOICE(S)BEING SENT SEPARATELY TO THE CUSTOMER.
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ANNUAL ANNUAL ANNUAL CONVERSION CONVERSION @ CONVERSION CONVERSION
HTE CITYSOFT SUPPORT SUPPORT SUPPORT ESTIMATED $100/HOUR UPGRADE NET
LICENSED PROGRAMS LIST DISCOUNT NET HOURS AMOUNT DISCOUNT PRICE
GL, Budgeting, Extended Reporting 1,900.00 580.00 1,320.00 0.00 0.00 0.00 0.00
Accounts Payable 525.00 225.00 300.00 0.00 0.00 0.00 0.00
Purchasing 1,125.00 685.00 440.00 0.00 0.00 0.00 0.00
Fixed Assets 525.00 225.00 300.00 0.00 0.00 0.00 0.00
Accounts Receivables 675.00 235.00 440.00 0.00 0.00 0.00 0.00
Payroll/Personnel 1,800.00 700.00 1,100.00 0.00 0.00 0.00 0.00
Project Costing 1,350.00 910.00 440.00 0.00 0.00 0.00 .00
Name/Address Management 500.00 200.00 300.00 0.00 0.00 0.00 0
Menu & Report System 500.00 200.00 300.00 0.00 0.00 0.00 0.00
GUI Client/Server - 35 users 2,800.00 0.00 2,800.00 0.00 0.00 0.00 0.00
Query/400 Custom Report Generator 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Client Access Supportline Services 1,500.00 1,000.00 500.00 0.00 0.00 0.00 0.00
HW Server Supportline Services 2,500.00 2,500.00 0.00 0.00 0.00 0.00 0.00
TOTALS 15,700.00 7,460.00 8,240.00 0.00 0.00 0.00 0.00
PAYMENT SCHEDULE *DUE UPON **DUE ON DUE 120 ANNUAL
TOTAL DUE ON DUE ON FINAL INVOICE/AS DAYS AFTER SUPPORT
ITEM CONTRACT CONTRACT INVOICE ACCEPTANCE INCURRED INSTALL DISCOUNT
NET LICENSE FEES: 25,850.00 12,925.00 12,925.00 0.00 0.00 0.00 -7,460.00
NET TRAINING FEES: 14,000.00 0.00 0.00 0.00 14,000.00 0.00 0.00
NET CONVERSION FEES: 0.00 0.00 0.00 0.00 0.00 0.00 0.00
SYSTEM HARDWARE 28,681.00 28,681.00 0.00 0.00 0.00 0.00 MOO
SYSTEM SOFTWARE 5,664.00 5,664.00 0.00 0.00 0.00 0.00 WOO
ANNUAL SUPPORT 0.00 0.00 0.00 # 0.00 0.00 8,240.00 0.00
GRAND TOTALS 74,195.00 47,270.00 12,925.00 0.00 14,000.00 8,240.00 -7,460.00
PLEASE NOTE THAT TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE
PAYMENT INVOICE(S)BEING SENT SEPARATELY TO THE CUSTOMER.
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.
HTE-Citysoft Schedule A RPVD-a 11-10.doc
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•
' Graphical User Interface(G
The annual support costs for the GUI interface is included in the software license fees. If the maximum number of users exceeds
35 users,there will be an additional fee for the client/server license fees as well as a small increase in annual maintenance.
Testing
Notwithstanding the provisions of Section VI of the HTE Agreement,the testing period for the Licensed Program(s)noted above
shall commence upon installation of the HTE CitySoft Licensed Program(s)on the AS/400 noted above.
Application Support Services
The initial term of HTE application support services shall commence one hundred twenty (120) days after installation of the
Licensed Program(s) and extend for a twelve (12) month term. Support fees for the initial term of support are due prior to the
commencement of support. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the
initial support period and support fees will be due at that time at the then prevailing rate. Fees for HTE Support Line Services are
due ninety(90)days after installation of the AS/400. Rates for subsequent years of support service are subject to change.
Application Training
The number of training sessions and the number of hours of training vary per applications. Listed above are the number of hours
for the Licensed Programs listed herein, and the standard fee per application. Training shall be conducted at both the HTE
Corporate Office located in Lake Mary, FL and the Customer location. Additional application training for the products included
herein can be provided upon request at the standard billing rate in effect at that time,which at the time of this Supplement is Six
Hundred Eighty Dollars($680)per day. The fee quoted above does not include travel and living expenses.
Project Management/Implementation
A mutually agreeable implementation and work plan will be created between the HTE Project Manager and the Customer,and will
be made a part of this Supplement. Additional hours of Project Management, if requested by Customer, will be invoiced as
incurred at the then current HTE hourly rate.
HTE agrees to be responsible for the set up of the AS/400 as well as the connection to the network for the Licensed Programs
being provided by HTE under this Supplement. Notwithstanding the provisions of Section III of the Hardware Purchase
Agreement,HTE will be responsible for the installation of the AS/400 noted above at the Customer's location, im accordance with
the provisions of HTE SYSTEM TRAINING/INSTALLATION ASSISTANCE set forth below.
Cancellation Charges
Customer acknowledges that HTE makes every effort to schedule non-emergency Customer on-site visit 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 any on-site visit 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 visit; cancellation within three(3)days of start date,
Customer is responsible for entire price of the training or on-site visit. 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.
Conversion
Conversion,if provided for herein,or if requested by the Customer after contract execution,will be invoiced as incurred at the rate
specified above or at HTE's then prevailing rate per hour. 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.
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.
Hardware Warranty
Notwithstanding the provisions of Section VII of the SUPPLEMENT TO H.T.E.,INC. SOFTWARE LICENSE AND SERVICES
AGREEMENT, HARDWARE PURCHASE AGREEMENT, HTE has advised the Customer that if the IBM Hardware and
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•
• Systems Software included her are functioning properly,the Hardware is capa of running the HTE Licensed Programs noted
above.
HTE warrants that if the HTE CitySoft applications do not perform as demonstrated by HTE or as promised in writing or through
the HTE response dated April 1, 1998 to the Customer's Request for Proposal dated March 19, 1998, HTE will replace each non-
performing Licensed Program module with the larger version of HTE Licensed Program at no additional license fee cost to the
Customer. The Customer would be responsible for the difference in the training, support, and conversion costs. The hardware
server is the same for both solutions. Attached hereto and made a part hereof are the applicable sections of the Customer's
Request for Proposal and the HTE response to the Customer's Request for Proposal.
HTE SYSTEM TRAINING/INSTALLATION ASSISTANCE
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
* installation of proposed non-IBM and IBM customer set-up equipment
* define system parameters and devices to the AS/400
*provide system operations/administration training for up to 3 users
* Physical Installation of the AS/400 System Hardware/Software
* Connect the AS/400 system console
* Load any additional IBM system software on the AS/400
* Connect the AS/400 system printer
* Setup IBM/HTE ECS communication links
* Load HTE application software
* Load and Configure HTE/GUI on the AS/400
* Physically connect the AS/400 LAN adapter to the cabling system
Connection directly into Token-ring MAU,Ethernet HUB or wall plate
* Configure LAN adapter on the AS/400
Create line and controller descriptions,etc. on the AS/400
Set up of local workstations or PC workstations for training/implementation purposes-
* Perform a complete system backup
* Basic instruction of the system administrator, and customer staff of up to four people, on the use of the AS/400 functions
necessary for operation - This training assumes a "train the trainer" approach and is expected to be presented to all of the
individuals being trained at the same time,as opposed to training each person individually.
* System operator and system administrator usage questions such as responding to messages,security,profiles
*Usage questions for system software integration with HTE applications
*Usage questions for system software integration with HTE applications
*Assistance with hardware problem notification and management to third party vendors
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,Rumba/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:
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• * General LAN/WAN question
* 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
HTE Hardware Support Line Services
Support requests relating to IBM hardware or software will be directed either to IBM or the IBM Agent unless the Customer
purchased annual HTE Support Line services. If the Customer has not contracted for this service and the Customer request that
HTE Technical Services performs support services on IBM hardware or software, this time will be billed to the Customer at the
standard billing rate in effect at that time for those services.
Year 2000 Compliance
HTE warrants that the HTE CitySoft Licensed Program(s) included herein are all year 2000 compliant, and have been so, where
applicable,since 1989.
The Licensed Program(s)included herein will be pre-loaded and tested and installed onto City's network by HTE.
Warranty-Third Party
Unless otherwise stated,Customer shall enter into separate purchase of maintenance agreements with each individual hardware or
third party software supplier for the equipment or software as may be provided herein. Warranty and maintenance offerings by
HTE for its Licensed Program(s)do not apply to any hardware or third party software supplied under this Supplement. HTE does
not make any warranties for any non-HTE products unless otherwise provided herein.
Travel and Living Expense
Actual and reasonable travel and living expenses are in addition to the prices quoted for the HTE CitySoftTM Licensed Programs
and services and will be invoiced as incurred.
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.
Prices quoted above will be honored through November 21, 1998.
CITY OF RANCHO PALOS VERDES,CA H.T.E.,INC.
By r . ' :t.,tall() &'to By Ls
K
,TTEST„ LL' 4J1Name - Jac f.Harward
C Y CLERK 11/18/98 Executive Vice President
Title Date Title Date
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