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Sungard HTE Inc 1 SUNGAREY HTE INC. SUPPLEMENT TO H.T.E.,INC. SOFTWARE LICENSE AND SERVICES AGREEMENT BY AND BETWEEN SUNGARD HTE INC.AND CITY OF RANCHO PALOS VERDES,CA SCHEDULE A-PRICING AND PAYMENT SCHEDULE CONTRACT NO.RPVD-20040047&RPVD-9811005-1 This Supplement is to the H.T.E., Inc. Software License and Services Agreement (Agreement) dated November 18, 1998,between SunGard HTE Inc.(HTE)and City of Rancho Palos Verdes,CA(Customer). This Supplement also amends Schedule A-Pricing and Payment Schedule RPVD-9811005 dated November 18, 1998. Unless otherwise stated below, all terms and conditions as stated in the Agreement shall remain in effect. Designated Machine Use of the Licensed Program(s)provided in this Supplement on platforms other than specified below,without written permission from HTE,may be subject to an upgrade charge. Type: Model: Serial Number Operating System: Tape Drive: No.Days of Installation Year 1 SunGard HTE Licensed Programs Training' Training Fees Fees Support Fees CitySoft to NaviLine Migration Cash Receipts-CRJ 1 $ 1,000.00 $ 806.00 GMBA w/Extended Reporting-GMJ/ERJ 9 9,000.00 3,188.00 Purchasing/Inventory-PIJ 8 8,000.00 1,244.00 QRep Catalogs(CRJ,GMJ,PIJ,OLJ,PRJ,LXJ)-CJ 1,060.00 Currently Licensed SunGard HTE Traditional Programs to NaviLine Migration Business Licenses-OLJ 744.00 Payroll/Personnel-PRJ 2,288.00 Land/Parcel Management-LXJ 1,040.00 Services NaviLine Installation No Charge Menu Driver-HT 2 No Charge iSeries Technical Support Line Services-HA 2,123.00 Network Support Services-HN Incl.in HA SunGard HTE Licensed Program Totals 20 $ 18,000.00 _ $ 0.00 $ 12,493.00 Year 1 Third Party Applications Support Fees QRep Administrator(1 user)-CG $ 150.00 QRep End User(3 users)-CG 523.00 Third Party Applications Total $ 673.00 Other Third Other Third Party Hardware&Services Party Fees HTE VAR Hardware $ 39,478.00 HTE VAR Services 1,500.00 Other Third Party Hardware&Services Total $ 40,978.00 SunGard HTE Schedule A RPVD-20040047-Schedule A-Rev 022604.doc Ver.04/2/03 1 of 7 Revision February 26,2004 Due As Due As Total Incurred/ Otherwise Payment Schedule* Contract Delivered Noted Training Fees $ 18,000.00 $ 18,000.00 Project Management2 No Charge Annual Support Fees3 12,493.00 $ 12,493.00 Third Party Support Fees 673.00 673.00 HTE VAR Hardware 39,478.00 39,478.00 HTE VAR Services 1,500.00 1,500.00 California State Tax 3,712.46 3,712.46 Grand Total $ 75,856.46 $ 21,712.46 $54,144.00 *Payments: THE AMOUNTS NOTED ABOVE SHALL BE PAYABLE AS FOLLOWS: Training Fees: On invoice,as incurred. Project Management Fees: Applicable Project Management shall be due as incurred. Application Support Fees: Support fees on all Licensed•Programs for each term is due upon commencement of that term. Support fees for years subsequent to 1 through 3 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. Third Party Support Fees: Support fees on all Licensed Programs for each term is due upon commencement of that term. Support fees for years subsequent to 1 through 3 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. Other Third Party Hardware Fees:Upon shipment of Products in Attachment A. Other Third Party Services Fees: Due upon Product Start(Attachment B). California State Taxes; Due on invoice as incurred. 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. Customer has elected not to license Document Management Services (DMS). Application functions are available in most HTE applications that require DMS to generate associated documents, letters,notices,etc. Many of these functions are optional in nature and not required in daily or routine processing. In the event Customer desires to take advantage of any of these functions,DMS will be required and may be licensed at the fees in effect at that time. Travel and Living Expenses The services in this Supplement which incur travel and living expenses shall be estimated at $8,400.00 for 7 (seven) trips. Notwithstanding the foregoing Customer agrees to pay actual travel and expenses incurred by HTE for services provided under this Schedule A. • California State Taxes The taxes included in this Schedule A are estimates only and Customer shall be responsible for all applicable taxes. In the event that taxes on any of the Licensed Programs and or services above is adjusted,Customer will be responsible for payment of taxes according to such adjustment. HTE will on the applicable Licensed Programs and or services add the appropriate taxes to the invoices which shall be sent separately to Customer. The California State Taxes listed in this Schedule A include only those applicable Licensed Programs and services included on page 1 of this Schedule A. Terminated Programs The parties hereby terminate Customer's license to use the following CitySoft Licensed Programs licensed by means of Supplement number RPVD-9811005 dated November 18, 1998: GL/Budgeting/Extended Reporting,Accounts Payable,Purchasing,Fixed Assets, Accounts Receivables, Project Costing,Name/Address Management, Menu& Report System, and third party GUI Client/Server-35 users,together herein known as"Terminated Programs". Termination shall be effective the later of December 31,2004 or Go-Live of the last NaviLine Licensed Program. Each party hereby releases, acquits and discharges the other party of and from any and all claims, debts, demands, rights of indemnification,and causes of action of whatsoever nature,whether in contract or otherwise,whether arising under or by virtue of any statute or regulation,whether known or unknown,suspect or unsuspected,or whether having arisen or hereafter to arise for any losses or damages of which have accrued or may ever hereafter accrue to the other party, arising out of or on account of the Terminated Programs. SunGard HTE Schedule A RPVD-20040047-Schedule A-Rev 022604.doc Ver.04/2/03 2 of 7 Revision February 26,2004 Neither the fact of compromise,settlement and release,nor the payment,acceptance,or relinquishment of any consideration hereunder or under the Agreement,nor the execution of this Supplement shall be construed or taken in any way as an admission of fault,liability or responsibility on the part of HTE, and Customer, including its employees and agents, agree to so state in any communications, characterizations,and/or dissemination concerning this matter with any third party other than its attorney. Except as expressly provided herein,all terms and conditions of the Supplement RPVD-9811005 shall remain unchanged. Inquiry Period The parties hereby agree that Customer shall maintain its right to use the Terminated Programs for inquiry purposes only. Customer shall maintain inquiry usage for a three (3) year period (Inquiry Period) commencing upon Go-Live of the first NaviLine Licensed Program. There shall be no phone support,updates,modifications or enhancement support provided during the Inquiry Period on the Terminated Programs. Notwithstanding the fact that the Terminated Programs are terminated, Customer shall comply with the applicable provisions of the Agreement during the Inquiry Period in regards to the Terminated Programs. Upon expiration of the Inquiry Period Customer agrees to destroy or return the Terminated Programs to HTE. Testing and Acceptance There is no Testing and Acceptance period on the Licensed Programs herein. Warranty The Warranty as defined in the Agreement shall be for a period of one hundred twenty(120)days following Delivery Date. "Delivery Date" shall mean the date SunGard HTE delivers,F.O.B. SunGard HTE's offices,the Licensed Program(s)to Customer. The date of such delivery shall be referred to as the"Delivery Date." For services,the"Delivery Date" refers to the date services are performed. This provision does not apply to the Currently Licensed SunGard HTE Traditional Programs. 3HTE Support Services and Fees Year 1 HTE application support services for the CitySoft to NaviLine Migration Licensed Programs shall commence upon Go-Live of the first NaviLine Licensed Program and expire at the end of Customer's then current support service term, provided Customer is exercising its to option to pay annual support fees on each of the Licensed Programs being migrated. The term"Go-Live"is referred to as Customer's use of the Licensed Programs with real data in a production(and not testing)mode. Year 1 HTE application support services for the HTE Traditional Programs to NaviLine Migration Licensed Programs shall commence upon Go-Live of the first NaviLine Licensed Program and expire at the end of Customer's then current support service term,provided Customer is exercising its option to pay annual support fees on each of the Licensed Programs being migrated. Subsequent terms of support on all Licensed Programs shall be for twelve (12) month periods. Support services do not include maintenance on modifications made to the any Licensed Programs herein made at Customer's request. HTE will not discontinue its NaviLine software within four (4) years following Go-Live of the first NaviLine Licensed Program. Notwithstanding,in the event any of the NaviLine software is discontinued during this period,HTE agrees to provide support on the discontinued NaviLine Licensed Programs for four(4)years thereafter with the standard rate of increase on the support service fees. If HTE elects to discontinue any of the NaviLine Licensed Programs within the four(4)year period,the implementation to move to the HTE alternative shall be at no cost to Customer with the exclusion of travel and living expenses. HTE does not guarantee that each NaviLine Licensed Program shall continue in its exact form. In the event HTE elects to discontinue any of its NaviLine Licensed Programs,HTE shall provide Customer with twelve(12)months prior notice. This provision excludes the QRep Catalogs Licensed Program. Support Fee Escalation Support fees on the Licensed Programs listed below shall over a period escalate to HTE's current support service pricing. The following is the support fees on the specified Licensed Programs for the term specified. Support Service fees beyond the term specified shall be at HTE's then current rates. SunGard HTE Schedule A RPVD-20040047-Schedule A-Rev 022604.doc Ver.04/2/03 3 of 7 Revision February 26,2004 SunGard HTE Licensed Programs Year 2 Year 3 Cash Receipts-CRJ $ 1,253.00 $ 1,700.00 GMBA w/Exdended Reporting-GMJ/ERJ 4,569.00 5,950.00 Purchasing/Inventory-PIJ 2,487.00 3,730.00 Business Licenses-OLJ 1,072.00 1,400.00 Payroll/Personnel-PRJ 3,069.00 3,850.00 Land/Parcel Management-LXJ 1,695.00 2,350.00 QRep Catalogs(OLJ,CRJ,LXJ,GMJ,PRJ,PIJ)-CJ 1,280.00 1,500.00 iSeriesTechical Support Line Services-HA 3,562.00 5,000.00 Network Support Services-HN Incl.in HA Incl.in HA Third Party Applications QRep Administrator(1 user)-CG 200.00 250.00 QRep End User(3 users)-CG 637.00 750.00 Annual Support Services Fees Totals _ $ 19,824.00 _ $ 26,480.00 Third Party Support Services and Fees Year 1 Third Party support services shall commence upon Go-Live of the first NaviLine Licensed Program and expire at the end of Customer's then current support service term,provided Customer is exercising its to option to pay annual support fees on each of the Third Party applications being migrated. 'Application Training Listed on page 1 are the number of days of Customer Site training for certain Licensed Programs listed. With the exception of Go- Live training (training using live data) and Menu Driver training which must be held at Customer Site, Customer has the option to elect the type of training course available for each Licensed Program. In the event Customer elects the Web Based training or the HTE Site training noted below, a training letter identifying each training course, the applicable Licensed Program, number of days, and fee per day will be signed by the parties. Each training type elected shall be invoiced as the service is incurred. The training days noted below are duplications of the training days on page 1 in this Supplement. The maximum number of Web based training hours at the$75.00 rate quoted below shall be 126 hours. Web based training fees are based on seven(7)hours per day. The aforesaid portion of this Application Training provision including training fees shall expire December 31,2004. Any training in addition to the training provided in this Supplement shall be provided at the standard billing rate in effect at that time. Any fee quoted does not include travel and living expenses. No.Days of Web Based HTE Site SunGard HTE Licensed Programs Training Training Training Cash Receipts-CRJ 1 525.00 640.00 GMBA w/Extended Reporting-GMJ/ERJ 9 4,725.00 5,760.00 Purchasing/Inventory-PIJ 8 4,200.00 5,120.00 2Project Management A description of the Project Coordination and Standard Level of Project Management are attached to this Supplement. A maximum of forty(40)hours of HTE Project Coordination may be provided as needed for this Supplement at no charge to Customer. In addition,a maximum of forty(40)hours of HTE Standard Project Management may be provided for this Supplement at a fee of One Hundred Dollars($100.00)per hour. Payment shall be due as incurred. The aforesaid portion of this Project Management provision including project management fees shall expire December 31,2004. Additional Project Management at any level will be invoiced at the then current HTE rate and payment terms. Any fee quoted does not include travel and living expenses. Modifications and Modification Retrofit Maintenance Modifications if applicable,will be controlled by the HTE SCR form,which will be prepared for the Customer by the HTE Product Manager responsible for that module. There will be a Two Hundred Fifty dollar ($250.00) non-refundable processing fee for preparation of each SCR requested by the Customer. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with 50%payment,which includes the non-refundable processing fee. The final 50%payment is due upon completion. Customer is responsible for the cost for HTE to retrofit it's modifications into new releases. Provided Customer exercises it's option to have HTE maintain specific Modification Retrofit objects and pays HTE's annual Modification Retrofit Maintenance fee, support for each modified object shall be invoiced annually. The current annual maintenance fee of$100.00 per object is subject to change. 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) SunGard HTE Schedule A RPVD-20040047-Schedule A-Rev 022604.doc Ver.04/2/03 4 of 7 Revision February 26,2004 • • • days of start date, Customer pays fifty percent (50%) of the total price for the training or on-site project management; cancellation within three(3)days of start date,Customer is responsible for entire price of the training or on-site project management. In addition to the foregoing,Customer shall be obligated to reimburse HTE for any non-refundable expenses incurred by HTE for travel expenses. Notwithstanding the above,HTE will endeavor to reschedule HTE personnel in order to mitigate Customer's costs and expenses under this paragraph. To the extent HTE is successful in such rescheduling,Customer's payment obligations shall be reduced. Third Party Software and Hardware Unless otherwise provided for herein,warranty, modification retrofit and maintenance offerings by HTE for its Licensed Program(s) do not apply to any third party hardware or third party software supplied under this Supplement. HTE does not make any warranties nor provide any source code for any non-HTE products unless otherwise provided herein. The return and refund policy of each individual third party hardware or third party software supplier shall prevail unless otherwise provided herein. It is herein acknowledged by the parties that HTE VAR LLC is the vendor for the Third Party Hardware & Services. The Master Product Agreement No. 20040115BB01,Attachment"A"and Services Agreement No. 20040115BB02, Attachment"B"provide the detail of the Other Third Party Hardware&Services and shall by their reference become a part hereto. Source Code Unless otherwise provided herein, the Licensed Programs are provided in and may be used in 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 Programs from escrow upon the occurrence of certain release events, such as HTE's failure to provide required maintenance services as agreed. 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. Non-Hiring Statement During the term of this Supplement and for a period of twenty-four (24) months after the termination of this Supplement, the Customer may not offer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by HTE within the immediate past twenty-four(24)months without prior consent of HTE. Dispute Resolution Prior to either party commencing any legal action under this Supplement,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 Los Angeles County, California for resolution of all disputes in connection with this Supplement. Agreement CitySoft Reference Any reference in the Agreement to"CitySoft"is hereby and from now on considered to be"SunGard HTE Inc.". 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 September 30,2004. C ' ' OF ' • ► '''0 P LOS VERDES,CA SUNG TE INC. i Authorized Signature Authorized Signature Pc-T Susan D.Falotico,Chief Financial Officer • Print Name Title Print Name&Title 3• •�. 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Coordinator. • Manage Change Control Procedures. • Develop test plans and monitor testing. • Assist HTE Project Coordinator in the developing the detailed implementation plan. • Maintain the implementation plan. • Maintain the issue log. • Track budget. • Prepare monthly status reports. 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Procedure with the HTE Project Manager. • Coordinate delivery of hardware and software. • Develop test plans and monitor testing. • Manage Change Control Procedures. • Review planned time vs.actual time for HTE resources. • Create the Statement of Work(SOW) that defines deliverables and milestones. • Conduct on-site kick off meeting with the Customer Project Team. • Maintain the implementation plan. • Track budget. • Maintain the issue log. • • Schedule and manage conversions, modifications and interfaces as appropriate. • Provide monthly status reports. • Conduct periodic on-site visits as agreed upon with the Customer Project Manager. • SunGard HTE Schedule A RPVD-20040047-Schedule A-Rev 022604.doc Ver.04/2/03 7 of 7 Revision February 26,2004 ATTACHMENT"A"TO SCHEDULE A-PRICING AND PAYMENT SCHEDULE CONTRACT NO. RVPD-20040047& RVPD-9811005-1 MASTER PRODUCT AGREEMENT No.20040115BB01 Initial Order Description SunGard HTE Inc.("We")agrees to supply equipment("Machines")and software("Programs")to Customer("You")and to make available the manufacturer's software services subscriptions("Subscriptions")to You under the terms of this Agreement and upon receipt of a$0.00(U.S.Dollars)down payment. Collectively,Machines and Programs are referred to as"Products". The Products and Subscriptions to be provided to You are specified in the initial product schedule below. The parties may enter into new product schedules from time to time which shall be governed by this Agreement,provided all such product schedules shall be in writing,shall be signed by both parties,shall be sequentially numbered(Product Schedule A-1,A-2,A-3,etc.),and shall reference this Agreement. Alternatively,You may provide us with a purchase order for additional Products or Subscriptions,which is in your standard form. However,You acknowledge and agree that,notwithstanding anything in your standard form purchase order to the contrary,the Additional Terms of this Agreement will govern all additional orders of Products or Subscriptions reflected on product schedules or purchase orders We accept from You after the date hereof. The price for all Products is shown below. You agree to pay the total price of all Products,shipping charges,applicable sales taxes and the price for the Subscriptions. INITIAL PRODUCT SCHEDULE Machine/Program Description Quantity Unit Price Amount 9406-800 iSeries Model831,648.45 31,648.45 9910-P15 1.5 KVA UPS 1 1,078.61 ~ 1,078.61 5733-SU3/SX3 IBM Software Maintenance—3 Years 1 2,517.79 2,517.79 LM488C Twinax Console 1 615.00 615.00 _ IBM InfoPrint 1332 w/IPDS 1 3,618.16 3,618.15 Total Price Excluding Shipping Charges and Sales Taxes: 39,478.00 This Master Product Agreement,including the Additional Terms on page 2,(the"Agreement")replace and supercede any prior oral or written communication between us,including,without limitation,any purchase order that You issue for these Products or Subscriptions. By signing below,both of us agree to these terms. CITY OF RANCHO PALOS VERDES,CA SUNGARD HTE INC. 30940 Hawthorne Boulevard 1000 Business Center Drive Rancho Pa es,CA 902 Lake Mary,FL 32746 61 • orized Signature Authorized Signature f7trp S /b/b€Q. Susan D.Falotico,Chief Financial Officer Print Name Title Print Name&Title •3• S February 26,2004 Date Date 1 1351764v2 • • MASTER PRODUCT AGREEMENT No.20 5BB01 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,and You may not cancel an order for Subscriptions after they have begun. Unless You request otherwise and pay the corresponding charges,all Products are shipped via normal ground transportation. We bear the risk of loss for each Product until it is delivered to You. Thereafter,You assume the risk of loss. You must install all Programs and You must install Machines designated as Customer-set-up by the manufacturer. The manufacturer will install all other Machines. Within 10 business days of their delivery,You may return any Products that are defective on arrival. 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 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 invoice Subscriptions when they are processed. 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 and the price for the Subscription. The balance of the Invoice Amount is due within 30 days of the invoice date. 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 update. The application,use and other.aspects of the Programs and the Subscriptions are solely governed by the terms and conditions of the applicable agreement between You and the Owner of the Program. You do not receive title to any Program,but only the right to use the Program under the applicable agreement between You and the Owner of the Program. If You fail to pay the Invoice Amount,including late payment charges and any renewal amounts for Subscriptions,then We may remove and repossess the Machine without notice or demand,and We may request the manufacturer to cancel the Program license or Subscription. WARRANTY ALL WARRANTIES WITH REGARD TO THE PRODUCTS OR THE SUBSCRIPTIONS ARE PROVIDED DIRECTLY BY THE MANUFACTURER TO YOU. WE WARRANT ONLY THAT WE ARE AUTHORIZED TO SUPPLY THE PRODUCTS AND THE SUBSCRIPTIONS TO YOU AS SET FORTH HEREIN. 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)LOSS 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. Dispute Resolution 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 Los Angeles County,California for resolution of all disputes in connection with this Agreement. 2 1351764v2 • ATTACHMENT"B"TO SCHEDULE A-PRICING AND PAYMENT SCHEDULE CONTRACT NO. RVPD-20040047&RVPD-9811005-1 SERVICES AGREEMENT NO.2004011561302 Prosect Description SunGard HTE Inc. (We) agrees to provide Services described in a Statement of Work below or in an Attachment to our Customer(You)under the terms of this Agreement. You are responsible for project management and for any results achieved, unless specified otherwise in the Statement of Work. We do not provide Services under the terms of your purchase order. Services are provided and billed either on an hourly("Hourly Services")or on a fixed-price("Fixed-Price Services")basis. For Hourly Services, the Statement of Work specifies the hourly rate, the estimated hours and estimated expenses required to complete the project. This estimate is not a fixed-price commitment. Charges will equal the actual hours worked times the hourly rate, plus actual expenses and applicable sales taxes. For Fixed-Price Services,the Statement of Work specifies the fixed-price and estimated expenses. This expense estimate is not a fixed-price commitment. Charges will equal the fixed-price plus actual expenses and applicable sales taxes. Statement of Work Project Name: Rancho Palos Verdes Installation Services ❑ Hourly Services: _ Hours x$175.00 per Hour=_Estimated Total Charges OR ® Fixed-Price Services: $1,500.00 Invoiced Upon Product Start Estimated Expenses: Travel&Living and_Other Expenses Estimated Start Date:_ End Date: Services: iSeries Installation Services This Project Description,the Statement of Work and the Additional Terms on page 2(the"Agreement")regarding these Services replace any prior oral or written communication between us. By signing below, both of us agree to these terms. CITY OF RANCHO PALOS VERDES,CA SUNGARD HTE INC. 30940 Hawthorne Boulevard 1000 Business Center Drive Rancho Palos • • :- 9027 Lake Mary,FL 327 6 4.0P • Authorized Signature Authorized Signature Petk' Efitibi#092? PiA*tk Susan D. Falotico, Chief Financial Officer Print Name&Titl Print Name&Title 3•¢ February 26, 2004 Date Date Agreement Number:20040115BB02 • Revised 12-12-00 Services Agreement No. 200401158802 Additional Terms Billing For Hourly Services,the minimum billing increment is fifteen(15)minutes. However,there will be a one-hour minimum for each day in which Services are provided on-site and a fifteen(15)minute minimum for each day in which Services are provided by telephone. We may increase our hourly billing rate and minimums by giving you three(3)months'written notice. Hourly Services are invoiced weekly as the work progresses. Fixed-Price Services are invoiced as specified in the Statement of Work. Travel and other expenses are invoiced weekly using IRS mileage allowances for automobile transportation and actual cost for all other expenses. Charges for Services and expenses are due within 15 days from the invoice date. You agree to pay accordingly. You agree to pay applicable sales taxes or supply exemption documentation. Project Completion and/or Termination Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is provided on an Hourly Services basis,we do not warrant that the Services will be completed. Fixed-Price Services will end when the tasks described in the Statement of Work are complete. Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement, including nonpayment of any charges hereunder.Upon termination,we will stop our work in an orderly manner as soon as practical. You agree to pay for all Services we provide,all materials(including programs,program listings,documentation,reports or other similar works of authorship)we deliver and all expenses we incur through the project's termination,including charges we incur in terminating subcontracts. Customer Obligation You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete,or when we have provided the estimated number of hours of Services for Hourly Services(unless additional hours are authorized),whichever comes first. Subcontractors We have the right subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately responsible for the Services,subject to the terms of this Agreement. Changes to Statements of Work The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization will prevail over those of the Project Description,the Statement of Work and any previous Change Authorizations. Warranty We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry.WE DO NOT PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, 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 Service. Limitation of Liability In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim damages from us,we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no circumstances are we or our subcontractors responsible to you or third parties for 1)loss of,or damage to,your records or data; or 2) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their possibility. Dispute Resolution 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 Los Angeles County,California for resolution of all disputes in connection with this Agreement. Revised 9-13-00 Page 2 of 3 Services Agreement No.200401156602 Services Agreement No. 20040115BB02 Acknowledgement of Completion of Services Customer hereby acknowledges that the Services required to be provided under Services Agreement No. 20021112BB01 have been completed,and such Services are hereby accepted. City of Ranchos Palos Verdes,CA By: Name: Title: Date: Revised 9-13-00 Page 3 of 3 Services Agreement No.200401158802 ADDENDUM TO AGREEMENT (City of Rancho Palos Verdes) THIS ADDENDUM TO AGREEMENT (the "Addendum") is made and entered into as of this 2nd day of March, 2004, by and between the City of Rancho Palos Verdes, a municipal corporation, hereinafter designated as"City', and SunGard HTE Inc., hereinafter designated as"Vendor." RECITALS A. City and Vendor are parties to that certain "Supplement to H.T.E., Inc. Software License and Services Agreement, Schedule A-Pricing and Payment Schedule"dated March 2, 2004 and identified as Contract No. RPVD-20040047 and RPVD-9811005-1 (the"Agreement"); B. This Addendum expressly modifies the terms of the Agreement as set forth more particularly herein. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Effect of Addendum. This Addendum amends the terms of the Agreement and is hereby made a part of and expressly incorporated into the Agreement. The parties hereby agree that the obligations of the parties under the Agreement shall be governed by the terms set forth in both the Agreement and this Addendum. 2. Term. This Addendum shall commence on the effective date of the Agreement, and shall continue in full force and effect for the duration of the term of the Agreement. 3. Confidentiality. Vendor in the course of its duties may have access to personal or other information of private individuals and employees of City. Vendor covenants that all data, documents, ti discussion, or other information developed or received by Vendor or provided by City for performance of this Agreement are deemed confidential and shall not be disclosed by Vendor without prior written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Vendor's covenant under this section shall survive the termination of this Agreement. 4. Conflict of Interest. Vendor and its employees, associates and sub-consultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Vendor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Vendor and its officers, employees, associates and sub-consultants shall not, without the prior written approval of the City Manager, perform work for another person or entity for whom Vendor is not currently performing work that would require Vendor or one of its officers, employees, associates or sub-consultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 5. Indemnification. Vendor agrees to indemnify and hold harmless City, and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors and assigns, from any and all liability or financial loss, including reasonable legal expenses and costs of expert witnesses and consultants, resulting from any suits, claims, losses or actions brought by any person or persons, by reason of injury to persons or property arising directly or indirectly from the negligent acts, errors or omissions of Vendor, including its officers, agents, employees, subcontractors or any person employed by Vendor, in the performance of on-site maintenance services in accordance with the Agreement, by executing the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution attached hereto as Exhibit A and incorporated herein by this reference. Vendor agrees that Vendor's covenant under this Section 5 shall survive the termination of the Agreement and this Addendum. 6. Insurance. 6.1. Vendor shall at all times during the term of this Addendum carry, maintain, and keep in full force and effect, with an insurance company admitted to do business in California, rated "A"or better in the most recent Moody's and Standard & Poor's Insurance Rating Guide, and approved by City, (1) a policy or policies of broad-form commercial general liability insurance with minimum limits of $1,000,000 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Vendor, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) automobile liability insurance, with minimum combined single limits coverage of $1,000,000; and (3) workers' compensation insurance with a minimum limit of $1,000,000 or the amount required by law, whichever is greater. City, its officers, employees, attorneys, and designated volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability bodily injury and property damage coverages and automobile coverages with respect to liabilities arising out of Vendor's work under this Agreement. 6.2 Each insurance policy required by this Section 6 shall be endorsed as follows: (1) the insurer waives the right of subrogation against City and its officers, employees, agents and representatives; (2) the policies are primary and non-contributing with any insurance that may be carried by CITY; and (3) the certificate shall provide that the insurance carrier will provide thirty (30) days prior written notice to the certificate holder in the event the policies are canceled or materially changed, except that the policies may be canceled for non-payment if the insurer provides ten (10) days prior written notice to City. 6.3 All insurance coverages shall be confirmed by execution of endorsements on forms approved by City. Vendor is required to file the completed policy endorsements with City on or before the Effective Date of this Agreement, and to thereafter maintain current endorsements on file with City. The completed endorsements are subject to the approval of City. If for any reason it shall not be possible to obtain endorsements on City's forms or on Vendor's insurer's forms reasonably acceptable to City, the underlying insurance policies are nonetheless required to include the terms and conditions set forth on City's forms unless otherwise agreed to in writing by the City Manager. 7. Notices. Any notices, bills, invoices, or reports authorized or required by the Agreement or this Addendum shall be in writing and shall be deemed received on (a) the day of delivery if delivered f 1 • by hand or overnight courier service during Vendor's and City's regular business hours or by facsimile before or during Vendor's regular business hours; or (b)on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth below (or to such other addresses as the parties may,from time to time, designate in writing pursuant to the provisions of this section). If to City: City Manager City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 If to Vendor: SunGard HTE Inc. 1000 Business Center Drive Lake Mary, FL 32746 7. California Public Records Act. Notwithstanding any confidentiality or nondisclosure provisions in the Agreement or any attachment thereto, Vendor acknowledges that City is subject to the California Public Records Act and that some or all of the information provided by Vendor to City may be discloseable thereunder. In the event a public records act request for any Vendor information is received, City shall use its best efforts to provide Vendor with written or oral notice of such request, prior to compliance. However, nothing herein shall prevent City from complying with the requirements of the California Public Records Act. In the event City, based on input from Vendor, determines that any documents containing Vendor information are not disclosable and litigation is commenced to compel production of such documents, Vendor agrees to defend and indemnify City, with counsel of City's choice, as to any claims, liabilities, attorney fees, costs and/or judgments that may be incurred by Vendor as a result of such litigation. The provision of this section shall survive the expiration or termination of the Agreement and this Addendum. t•. • IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. 3Lir)Q'c1rrJ � C.,("VENDOR") Signed By: Print Nam SUSAN D. FALOTICO Chief Financial Officer,H.T.E,Inc. Title: CITY OF - • ' -AL• /VERDES ("CITY") 'SI ,A" ---41 By: gip r _ Peter Gardin- , Mayor ATTEST BY: By: - / !ALAI .' AO Jo P cell, City Clerk 4 � • • INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION On-site Maintenance and Service/Installation Activities/Contract No.PAO--a00‘-f 00 7 QD-q1 005-- To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to protect, indemnify, and hold harmless the City of Rancho Palos Verdes and the members of its City Council, boards and commissions, officers, attorneys, agents, employees, designated volunteers, successors, and assigns (collectively"Indemnitees")from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses,judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively"Liabilities"), resulting from any negligent act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontactors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above-referenced agreements, license, or permits (the"Agreement"), the operation of any uses authorized thereunder, or the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against the Indemnitor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorneys fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' active negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code§2782(a), or(b)the City's active negligence to the limited extent that the underlying Agreement is subject to Civil Code§2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent non-active negligence by the Indemnitees. 1 t • • In the event there is more than one person or entity named in the Agreement as an Indemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several. l�l(1 Q `Indemnitor" Signed By: Print Name: SUSAN D.FALOTICO Chief.Financial Oricer,H.T.E,Inc. Title: Date: YY\arcjm , 2004