HomeMy WebLinkAbout5.604 Original Contract
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THE CITY OF
5. &/)<{
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Fax Form
Date: March 26, 2002
To: AletaRei Gordon
Agency/Organization: HTE, Inc.
Fax No. 407-304-1045
From: Yvonne Ziomkowski
Finance Department
Phone No. 360-417-4601
Fax No. 360-417-4609
No. of Pages including this page 50
Comments:
AletaRei,
Here are the signed contracts.
Thank you.
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H.T.E., INC. SOFTWARE I.lJCENSE AND SERVICES AGREEMENT
111ig AgrEC17Jent for Licensed Program(s) and related Support Services, subject to the limHations and condi!ioIls set fortJ), in
rJus Agreement, fJ,s more specifically described in the attached Supplement and ScbedlJle(s}, is entered info by and between:
H.T .E.~ Inc, (lITE), a, Florida Corporation, wi1J} its principa.l pla,co ofbuBin.ess al: 1000 Business Center Drive, Lalee Mary,
Flonda 32746;
B,nd
City l)f pl)rl: Angeles. W A
(Customer),
wid1 its princIpal place ofbusineos at
32 I East Sdl SlTCet
Pori: Angeles, W A 98362
HTE and Customer agree rJls,t when this Agreement is signed by botn parties, B,ll terms and conditions contained io this
Agreemeot will apply t.o any Licensed Prograrn(s) and/OT semce(s) offered uDder this Agreement. HTE will furnish to tJle
Customer by tJJjs Agreement:
I. TIle HTE Licensed Program(s) listed In tlJe Supplement.s tD this Agreement.
2. Gra,nt of a. nonexclusiyo, IlOntransfcrilble license to use the Licensed Programs on HTE supplied Dr approved
equipment.
3. Support service(s) a.s described berein.
4. Modificlil,tions, training, conversion and project management services as described herein and listed in rbe
SuppJemeTlt(s) to thjs Agreement
5, The initial ilJstalJatiOl:l oftJ1e initia.l J~icensed Programs.
With respec1.1:o tbe Licensed Program(s), d)e Customer agrees to accept responsibility for:
J. 'nle installation of the Licensed I?Togram(s) subsequent to the initia.l Licensed Prograrn(s) plus any
enbancements and/or updates.
2. Use oftbe programs to achieve 1110 Customer.'s intended results,
J. DEFINITIONS
"Licensed Prograrn(s)" shall mean Il licensed data program or sel' of programs, Or routines and subroutines, coni'isting of a
series of inslTuclions or st.a,tements in machIne: readable object code fOnT! f,l,nd a,ny rela.ted licensed program ma1erials provided
for Ilse in connection with tJle program. Unless otJ1crwise provided herein, the term "Licensed Program(s)" sha,1I refer ~olely
to HTE Licensed Program(s) as set forth in dlis Agrecmcll.t and Supplement to t),5s Agreement..
"Machjnc" or "CPT)" or "Hardware" Rhe-II mea.n computer hardware designated, supplied or approved by liTE for operF.Jtion
ohoy Licensed Program(6),
"Source Code" shaJJ meaD a copy of t.he computer programming code in human-readabJe form. and rela,l'cd system
documentation, iocluding updar.es, applicable enhancements, and all pertinent commentary as well as any procedural code
such as job conlrol1anguage.
HTE LicCIlsc.doc
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"Object Code" shall mean F.l. copy of the compUTer programming code assembled or compiled in magnetic or electronic binary
form on sofi'warc media, wl)jcb aTe rea,doahle and usable by machines. but not generally readable by humans wiTJlOUt reverse
assembly, reverse compiling, or reverse Imgineering.
"Jnst.aJJatiOTJ Date" sb.aIJ mean the date that t11C Licensed Program(s) is insTalled/loaded on a designa,ted mac/line.
"Delivery Date" shaH mean l1le dal'e 11lat tJ1c Licensed Program(s) is received by tJ1c Customer, or 1'.10 la.ter than ten (0)
calendar days after shipment by TiTE. For services, the "Delivery Dat.e" refers to rJle date SClYlces arc per:formed.
"Acceptmcc" shall merm tha.t the inst.alled/lollded Licensed ProgJ:am(s) has gone through the progr.arn. testing and. accepr.ance
pcn.od as described ill. Section VI.
"Support Services" shall mean the malnleoance lInd support call serviccs provided to Customer for the H"ffi Licensed
Program(s) ~s set forth in SecriOl1 VJJ oftllis Agreem.ent,
"Supplement" sha,lI mean a,tT..achments to this Agreement, whjch 8erve to license a,dditionaJ software or provide additiol'Jal
servi ces.
LLSystem Change Re'luest" (SCR) is a ml.lo.wlly agreed document, signed by bo1h parties, whjcl) deta,iJs Customer convcrSl0ns
and modjfications with 1lJe il~socJa1.ed fees. An SCR may he signed independently of a Supplement
II. J..ICENSE
TIle license granted under 1l1jS Agreoment peJ;Il1i.t.5 tJle Custom/i:ir. subject 1.0 tJ,e provisions of Sections VIII, lX, X and XIJ of
this AgreemenT. to:
a" Use the Licensed Program(s) Oil the designated Machlne(s) for Cust.omer's int.emaluse only and nor. for the
processing of any data except C1JstomerPs (i.e., no service bureau use: is pennitted).
b Copy tJle Licensed J?~ogram(s) in machjne rea,dable object code fonn 1:0 provide sufficient copies to SllppOrt 1be
Customer's use of !Jle J.icensed ProgrElJTJ(s) as authorized lJnder This Agreement.
c. Tr:msfcr tlJe Licensed Progra.m(s) to a ba.ck-up CPU to be used when tile designatcd CPU is temporarily
inoperable.
d. Modify any Licensed program(s) to fonn an 11pdated work for the Customer's use, provided rJla.t:
1. The Cw;tomeT supplles HTE wi,th wril1'etJ J'lOlifioation oftbe modjfication.
2. TIle modification is mlil.de accord.ing Tn the rITE conventions of tl1~ HT.E ModifJ,cation J.ibrary OJld not
to tJle base system.
Customer is prohibil'ed from reverse engineering, reverr:;e assembling and reverse compiling the Licensed
Program(s), in whole or in part. Failure to modify the programs in the manner prescribed may negate 111C ability
to maintain the Licensed Program(s) by lITE and will relieve HTE of any responsibility to provide sllpport
services. Any upda.ted work using por1joJls of the J.icensed Program(s) lJ,at meers tl1e ahove criteria will
continue t.o be subject to all terms oftJtis Agreement.
e. Have ac.cer::s t.o it copy of rJle Licensed Progmm(s). Unless otJlerwl.r::e provided herein, rbe Licensed Program(s)
are provided in and may be u8ed i1), machinc-readahle obj<lct code form only. lITE offers t])e O,sT.omer, through
e, durd pal1:y escrow agent, i'I Source Code Escrow Agreement lhat provides for release of tJle source code
version oftne ticensed program(s) from eSCrOW upon tJ,e OCClJ,rtence of certain rolease events, such as HTE's
failure to provide required. maintcTll.il1ce services as agreed.
In. TERM
n;s Agreement is effective from the date on which jt ;,s sjgned by \)Q111 parties a.nd. will remain in effect lmtil terminated by
tJJe CIJ,st-Qmer. upon one (1) m.ollth written nOlice or by HTE ElS st.at.ed in tJ1is section. This Agreement may be t.euninat.ed by
tJlC OJstorner onJy wIlen aJI Licensed Progrsm(s) have been returned to Hffi or destroyed. An aurJlori2:cd ~pres~laljvc 01;"
HTE, upon request, shall he afforded sufficient. a,ccess to Customer's premises to verify dUft all use of LicellBed Program(s)
liTE l...lcense doc
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nave been discontinued. Notice of discontinuance of any cr aU licenses s1lall not. be considered notice of termination. of tJJjs
AgTE:cmcnt unlf::sS 6pecificall.y stated.
License(s) granted. under 1:111s Agreement may be discontinued by tlu: Cl1stomer upon. writt.en notice, effective immedia,tely,
during tlle testing period. described in Section VI.
lITE may discOJ1tinue ~ny license or. tennjJlate tJ)is Aweement upon d,ir1:y da.ys written nol:ice ifrl]o Cusl'omer fails to comply
with the terms and conditions of this Agreement Any resl'ousibWty of tJ,e Cllstomer provided under this Agreement shall not
be invalidated due to the expirahon, te:rrniJ1t~tion OT cancel,lation. OftJlis Agreement.
IV. JlTE STJfPJ..ffiD PRODTJCT(S) AND/OR SERVICES
JiTE shaJJ supply the Licensed Program(s) specified in 11le Supplement(s) in macbine readable object code foun WIth
iJJst.ructions f"r instaJlfltion by the Customer. Standard fonn options, if applicable, will be provided by HTE. In addil'ionl
HTE sball supply related services aniJ/or maintenance. llnd may supply specialized hflrdware or orJ]er third party producl:S
necessary for tlle perfoIDlIlJJCe of certaig, special features or functions. These services and deJiverables, if any, shall he
identilied and mOre specifically described ill tb,e Supplement{s). and shall constitute tJJe complete list of deliverables provided
by JITE.
HTE assumes no liability for any hardware or ol'llcr !hird pal1y products beyond manufacturers' wa.rranty specified in tJle
Supplcmcnl(S). O.lStorn.er acknowledges that t.hese products were selected by Cust.omer to support features desired by
Cll.~tomer, and tlwt 111~y arc indlldcd in, the Agr.eemeJll solely for tJlat pm;pose.
V. PRICING AND PAYMENT TERMS
All pricmg and terms 9ssocial:ed WWl Licensed Progta,rn(s) and I'my otller HTE products and services are specified in the
Su.ppJement(s) to this Agreement Unless specified ToO the conf.Tary, prices qlJoted in f.l1e Supplemen1:(s) to rJ]js Agreement are
valid for ninety (90) days from the date of HTE's ~ccep1ancc of 1Jle applicable SuppJement(s). riTE may ;ncr.ease its prices
without notice on, i.tems not provided for in lh~ S1Jpplemellt(s).
Fees for HTE Support Services are payable prior to tIle commencement cfsuch Support Services. Should Customer require
Support Services prior to receipt. of payment and the contractu a,] StaJt date of such Service. Customer will be billed at the then
prevailing hourly rllte until pa,yment: is received.
Fees for support: services for any third party products provided fOT under this Agreement shall be payahle to lInd in accordance
wid) tJJe provisions oft.ne tJJird party Vendor unless otherwise specified in tJ]e SuppJemenr.(s).
Ally taxes resulting from this Agreement or activities rcsult1ng from tllis Agreemetll'~ induding but not limited to sales lIIldJor
].lse tax, will be the responsibility of tho Customer, FlTE will aceept an cxempti,on ccrtificalc Jrom th,;: C1l$toOme( l;n, liro of
taxes jf lbe Cust'orner qualifies for exempt: status. Such exemption certificate wi.1J nced to be prOVided to RTE upon contIact
execution.
VI. J...JCENSED PROGRAM TESTING AND ACCEPTANCE
Beginning on tllc date ten (10) days after delivery of tIle ticensed Program(s) by HTE. the Licensed Pr.ogram(s) wjJl be
available for Don-produClive jlse fOI;" testing fen " period of thirty (30) days. This testing period 1/5 tA) determine whether t.he
Licensed Program(s) functions operate together and whether 1J1e Licensed Progra:rn(:s) meet tbe C1l$1orner's specifications
and/or requirements.
At any time during the testing period, u.pon written notice. 111e Cust.omer may dj~contimJe the Licen<:ed Prognm(s) and receive
MI credit or ref1md fOr the arn~uDt of tl1e license fee and jf pa,id, all fees for which services have 110t. yet been rendered. If
wntten notice of disc::onlinllanec is not receIved by Hl'E prior to tbe end of tll.e te:;ting period, or jf tbe OJstomer llses the
Licensed Program(s) for other tha,D non-productive ].lse during the testing period, the Licensed Pwgram(s) sllaIl be deaned to
be accepted under the provisions of111is Agreement.
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VII. UCENSED PROGRAM: SERVICES
Training on HTE Ucensed Program(s), if necessary, will be provided fOJ; in th,e Supplement.(s) and wiIJ be invoiced as
incurred at tJle completion of each frajnjng session at the rate spccified in the applicable Sl.IpplementCs). TIle Customer
understmds lhat tlJC number of training SeSL'iODS and. the number of 110IJrs of lraining vary per appHcatioTJ, and are estimated
based on HTE's experience in the training of other CU5t.orners for the same applications. Additional training can he provided
upon requ~t oftlle Cuslomer I3t the then pr.evpjJjng rate per hour.
COnVeT'SlO1'l, ifnecessBJ)', will be provjded for in 1he Supplement(s) and. will be invoicod as incurred at tlle rate specified in the
applicable Supplcment(s) or at RTE's tben prevajJjng rate per 1101Jr. Dat.a must be given 1'0 HTE in an D3M compatible fOl7Tlat
on a specified magnetic media. Tnput da13 file clean up shall be the responsibility of the Customer. Sped fie required det..aill';
for ea,ell conversion shall be indllded iI), each COlJ,version SCR. AddifjQDFJ.l conversion, if necessary, will be invoiced at the
prevailing rate per hour. II: is understood tl1at no lwo systems and file strl.lcturel.\ are exactly alike and tJlere ma,y be a, need for
some manua.l conversi01l eITorts 1'0 take place along widl tJle electroTJic conversioTJ. All manual conversions arc the
responsibility ofthe CIJst.omer.
Modifjcatiom, if any, will be provided for jn the Supplem.ent(s) Hnd will be conlrolled by tlle HTE System Cb;mge Request
form ("SeR") wbich wjJJ be prepared for tJle Customer by the HTE Project Manager responsible for tllat modl1le. HTE will
proceed on the SCR when the signed SCR is returned with dle Customer's outJlorizatioll along will, appropriate payment as
provided for in tlle Sl.lpplementCs).
Project Managem.ent is slJ:ongl,y recommend.ed by lITE. f),nd jf provid.ed. for in the Supplement(s). will be invoiced as
indicated in the SlIpp1emenl(s).
HTE will provide TJJe Cust.omer witl) tJ1e Support Services lisr.cd below for the lITE Licensed Program{s) for S1lch period as
may be listed in the SlJpplement.(s), and commencing one bundred twenty (120) days after delivery or the Licensed
Program(s). Thereafter the Servjces will be provided. on El year-to-year basis provid.ed t.he Customer exercises the option and
p<lYS HTE's anJJuaJ support fee.
a. Toll free telepbone support line; twenty-four (24) hours El day, seven (7) d.ays per week.
b- Electxordc s11pport-
c. All product lIpdatcs and all new releases of tJle covered Licensed Program(s), including all applicable
federal and state mandated requirements (e.g. 1099, W2, Waflhington St.ate Department of R.etirement
Services, etc.).
d. Response to ca1ls, under normal eondJtir:ms, in appTo;drnately two (2) hours of receipt of incoming caJl, wit],
the goa.l of a,ccomplisbing 1JlC acceptable resolullon of issues witJ]jn twen.ty-folJI (24) bours, but wit])
successful resolution within a rC3,sonahle period of time under the eirC1Jmstallces_
e. Error corrections FlS made.
Support requests for tJle first one hundred fweT.lty (120) days after delivery of 1:ne Licensed Program(s) sball be directed to the
appropriate r-JTE project manager or trainer. Support Sef,V1ces do not include mamtena:nce on modifi,cations made to the
Licensed Program(s) 81: Cust.omer's request.
Upon commencement of the JiTE Support Services, telephone suppor1: will b~ provided using a dedicated support telepholle
number. and. tJ,e Customer must have Electronic Customer Support installed. Support rcquesl'5 r,e1atiJJg, if applicable, t.o t])ird
party hardware or softwa,re wiU be directed to the Vendor of slJcb prodUCTS unless otherwise provided fOJ: in tlJe
Supplement(s). Unless otIJerwise stated herein or in tjJe Supplement(s). TiTE sbs.11 assume no resp011Sibility (or rJlC pricing of.
payment to, or provision fOT $1JppOT1 services of any third party VeTJd.ors.
HTE shall nor. supply a,ny support services nor be Irable fOT any damages in tJlC event that aJ,lY portion of the J..iceJJ'sed
Prograro(s) is used. on equipment or with software products or software systems olncr l:l1a.n tJl0SC supplicd or appr.oved by
HTE. Customer sJlall receive written authoriza.tion fTom rITE before a1:1~,el1ing To the computet system any equipment not
supplied OT approved by BYE. Autllonzatioll 5baU n!)t be witJlneld unJess said equjpment will cause opera,tiona,l damage 1:0
the system, or require unduc syslcm suppot1 from HTE.
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CUS1'omcI: acknowledges tbat t.he systems supplied by rITE llave unique operating p1:0per.ties and lire a ma,tched system of
componCllfS which must not be altered, moditi.ed, or tampered with without specific 3Ssl.stm,ce from HTE designa.ted
persollneL HTE "hall not be liable for any damage or IOSB of function which results (Tom violating the approved operating
CDYironmcnl' by personnel nol approved by lITE.
J 0 the even,l; of the fajlure of aoy bardware component or 0111t;;r t.hixd party product fiuppJied under tJ,js Agreement to function
or operate in conformance wit]) specifications, HTE shaJJ have no obligation ror MIl;n:lDty beyond that of the J,ardware or
olller 11]jrd pB11y manufacturer or lJ,at specified. in tJle Supplemenr(s).
VIJJ. PROTECTJON AND SECUlUTYOFPROPRJETARYMATERJAJ.JS
The OJstomer aclOlowledges l~lat lfle Licensed PrOgT3m(s), including t]le source code, design speciticEl,tions and associated
documenta,r.ion of.:he Licensed Program(s), (t.he "lITE Proprietary Infonnalion") constif:1.Ite proprietary jnformatiml and trade
secrets of HTE and will rerna.in tJ1e sole property of HTE, 111e Customer agrees tJlat it shall :not at any time sell, assi.gn,
1r.!nsfer or otherwise make available 1.0, OT allow use by, a t11ird pan}' any of111e TiTE Proprietary rnfonnalion. The Customer
shall bold in confidence the HTE Proprietary Tnfonna.tioJ'J for its benefit and intema,1 use omy by i1'6 employees. The
Customer tbrther :lckoowledges Ill;)l, in t.he event. of a breach or t:l1rea,tened brea,ch by tbe Custt:lmer of tbe proYlsions of 111is
paJ'ilgraph. lITE bas n,O adequate remedy in money damages. and, accordingly, :>baJl be enlitled, without bond, to an
injunction against suc1~ breach or thrcarened breach. This seclion 5hEllJ not apply to jufom:lation tnat is lega.JJy reqrJ,ired to be
disclosed pursuant to dIe Washington Sta,te Pllblic Disclosllre Statute, as sd for.1h ill, Chapter 42.17 RCW.
IX. WARRANTY
HTE warrants thaI for a, period of ninety (90) days after acceptance, as provided for in Section vr. tl1e r-ITE Licensed
Program(s) listed in rJle Supplement(s) wil1 perfonn in substanl:ia,l c:omplia,nce wilh tbe reference documentation supplied by
HTE, provided 111e Licensed Program(s) are used. in t.he proper operatin.g environment. riTE does not warrant that the
fum::tioDs conta.ined in tJlf.: Licensed Progrllm(S) will meet the Customer's requirement or wilJ operate in the combinal'ions
w";cb ma,y be selected for use by tJ1e Customer aft.er tJle ninety (90) day period. atT.er rJle completion of lbe Licensed. Program
testing described in Seclion VI. Any otller utility or incii.lent31 sofh;v;Jre dJstnl~uted by HTE will be on. an, "AS IS" and
"Wm{ ALL FAULTS" basis wi1hoUl' warranty ofa,ny kind either expressed or implied. HlTI shall be responsible only for
1110 Licensed Progtam(s) and producrs as originally supplied for and accepted by Customcr, and for changes made to tllC
Licensed Prograrn(s) by r-!TE's 8ud1orizcd reprcscntal'ives and cbangcs made pursuant to Section JI d oflhis Agreement. Hffi
will not be responsible for l:he consequences of attempts at changes or modifica,tions to the products and Licensed Program(s)
made by l:he OJstnmer or any other unauthorized party.
liTE warrants that }1, bf.ls tJ)e right to license lne HTE Licensed Program(s) listed. in tJJe SuppJernent(s) and t.ha.t tl1e HTE
Licensed. Program(s) does not infringe any intellectual property of any tJ1ird. parr:y. HTE a.grees to indemnify Cusromer
a.gainst expenseR, including reasonable attomeys' fees, and Ijability arising from any claim of infringement related to HTE
Licensed Pmgram(s) provided HTE shall have th.e right to control the defense or settlerm:nt of any sueh claim. Tfuse ofthe
lITE T...ieensed Program(s) by 111e Customer is enjoined by any infringement proceeding, HTE shall, if possibk, ()btain wit110ut
unreasonable expense the right of License for 1:he Customer to use the H1l3 Licensed Program(s) or if 1113t is not possible,
rITE shall refund. f.O the CustomeT tJ,e license fee(s) paid tinder this Agreement fOT dJe partieuJar Licensed Program(s) that is
determined to be infringing_
HTE does not make any representations or warranties witl1 respecl to inrdlcctu.a1l?roperty rights of a.oy lbiJ:d party products.
Any such representations or waml11!iea are: made solely by l]le Ve:nd.oJ: of sucb pl;oducts, and sb.all not be cOJlslmed as a
warranty widJ respect to infringement and t]le JjJ,e by HTE.
HTE MAKES NO WARRANTIES, OTHER THAN AS STATED HEREIN, WJTH RESPECT TO THE
PARTICTJJ.JAR LICENSED PROGRAM(S), EITI-JER EXPRF..5SED OR IMPLIED, JNCLTJDlNG ANY IMPLIED
WARRANTY OF MERCHANT ABJJ..JTY OR OF FITNESS FOR A P ARTrClJT..AR PURPOSE.
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X. COP.V AND USE
Custom.er shall })ave rJ1e right to use rhe ticensed program(s) in eqlJJpmenl OJ:" systems 5IJppHed or approved by HTE while
this Agreement JS In effect. ClJstomer shall ba,ve 111e right 1'0 make copies of l11.e Licensed ProgJ<lm(s) ann the associllr.ed
reference documCJltalion fOJ:" archival and/or backup purposes only, Any copies made by Customer shan be the property of
HTE.
XI. LJM1T ATJON OF UABIJ..,JtY AND RF..ME:omS
To t.he extent permitt.ed by la,w, and. to the extent provided for under dris Agrecmenl', for claims rd,ated t.o bodi.ly injury, death
and d.amage to J:"eal property lInd tangible per5on,al property, HTE shll.ll indemnify and hold h3nnlcss thf: Customer from .and
against aU direct damages and costs of any kind, including but not limited 1:0 reasona.ble attorney fees, arising Ol~t of or
resulting from any negligent actR, or negligen1. omissions of TiTE, regardless of wherJu~r s11ell claims are caused in part by an.y
party indemnified nereunder, bul' not to t11C extent tllat tl,e Cust.omer is legf.l.lJy liable for such da,mages a,nd coSls. Tn no event,
however, will BTE be Iia.ble for any consequential damages, including lo::;t profjt~, savings or reproC1JTemen~ COSt.S, even if
HTE has been a.dvised oftJ,eir possibility.
Except for ATE's obligatioT.ls to indemnify the Customer under infringement aCI'ions, as noted in Sections IX and XIJ of this
Agreement, and claims for personal injury or damages to real or t:3.ngible personal property caused by HTE's negligence as
noted above, lITE's liability for damages t.o the Cust.omer for any ca,use wha.tsoever under this Agreement, regardless of 1hc
fonn of action, is limited to tbe tot.al amount of fees paid hy Customer under this Agreement for lITE Licensed Prograrn(s)
and services, not incl1Jding any fees associated willJ HTE project. management and rel.a1:ed out-of-pocket expenses,
In sit.u.ariol'.l.S involving performance or nonperformance of Licensed. Program(s) :fiJrnished under flus Agreement', tlle
Cuslomer',s remedy is (l) the eorrec11on by HTE .of Li.censed Program defects, Dr (2) if, after. repeated efforts, lITE is Jlnable
t.o ma.l<.e fhe Licensed Progra.m(s) operate as warranted. 11'0 Customer shan be entitled to recover actual, direct damages to the
limits set fortJ] in tbis section upon the return or complete deslrucr.ion of the Licensed Prograrn(s) for which damages ate
sougbl_
XII. PATENT AND COPYRIGHT JNDEMNJTY
HTE will. at its expense, defend 1Jle Cuslorocr against. .any claim that tJle HTE Licensed Program(s) supplied h.ereunder
iJJmJJge a TJ. S. patent or COpyrigJ1t" and HTE will pay all cost.s, damages and attorney's fees tJJat i:I court fiJJally awards as a
reslJJt .of 511Ch claim. TC) qualify for 511Ch defense and payment, the Customer. mm.l:
11.. Give HTE prompt written notice of any such claim, a,nd.
b. All.oW HTE to control, i1Jld fhl1y cooperilte witJ1 HTE in tJJe defense Elnd all reJated settlement negotia,tions.
The Cllsl'omcr agrees to allow HTE. 3,1' HTE's option and expeIlse, if such claim has occuI1;ed OT in lITE's judgment is likely to
occur, 1'0 procure the right for tbe Customer to conlinuc using the Licensed Program(s) Or to replace Qr to modify tJ1CJTI so that
they become non-infringing. Tf neither of the foregoing a1l'cmatives ia 3vajl3b1e on tcnT.IS Wblcl1 are reasonable in lITE's
judgment, upon written request, lJJe Cusr.omer WllI relmn dle Licensed program(s) 10 Hm, and HTE sIlall refund to tllC
Customer the license fee(s) paid under this Agreement for llltl particular Licensed Program(s) 111at is de1c:rmjned to be
infringing.
lITE shall have no obligation with respect t.o any sucb claim based l.IpOTJ. tbe Cust.omer's modification of the T..icensed
ProgTa.m(s) or their combination, .operation or llse will] dala or programs not fiJrnisbed by HTE or jn otJ1er tJum1.he specified.
operating environment. This section states TiTE's entire obligalion to tJJe ClJslomcr reg~rding i.ll.fiiJJg~roent.
X1n, COPYRIGHT PROTECTION
The software aIld a.ny writteIJ, documentation associ.ated tllerewitb are protected under the Copyright Laws of tJJe United
States. HTE war.r.mt<; and Customer ~cknowledge5 that HTE has tbe following exclusive rights wirJ1 regard to the Licensed
Progr3m(s):
HTE License.doc
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a. To reprod\,lce the Licensed Progra.m(s) in any or all fonns.
b. To a.dapt, transfonn or rearrange llU) LicenRed Program(s).
c. To prepare otber producl's dcriva1ive oflne Ucensed Program(s).
d. To confrolthe distribution of the J",icensed ProgTilm(s).
Custl.lmer agrees nor. to violate llny of Hrn's rights or 10 assist or aid otJJerR in. doing so. Customer agrees to preserve all
copyright and other notices in the Licensed Prograrn(s) and WJ;1tten. docl.I.mentatioJl.
XIV. MISCELLANEOTJS AGREEMENT PROVISIONS
Choice ofIJ3wIDispl.lte Resolution. This Agreement shall be governed by laws oftlle Sl:a.te ofWa.shington. Prior to eit.her
party commencing any legsJ action under this Agreement, tJJe parties agrec ro try in. good faitJ), to settle any dispute amicably
between tJJem. ff 8. displJte has not been se11:led after fO:r1y-fiYc: (45) days of good-faitlJ negotiations and as may be otherwise
provided herein, tJlen ejth~r. party may commence legal action aga.inst tho odler. Ea.ch party hereto agrees to submit to tJ,e
personal jlJri~djcti.on, and venue of lJJe state and/or federal cOUtts in t.lr ft.lr Clallam. County, Washington for resohJtion of all
disputes in connection witJl tJ)js Agreement.
Binding Agreem.ent. The individuaJ signing 11,iB Agreement and any Supplemcnt(s) to dlis Agreement for am and for the
Cust'omer warrants that they have been duly a.u.1Jlorized to bind f:heit respective principals to aJI rights, duties, remedies,
obligatioJJs and r.esponsibiJjtie5 incurred by way of t1,is Agreement and. rJ1B.i: tJle Agreement and any Supplement to Tlle
Agreement are a valid and binding obligalioD ofHTE and tJle Customer_
As~ignment. 111is Agreement t3nd the: rights. title. and interest may not be 3ssiglled or trarJsferred by the Customer without
the pnor wriltCIl consenl of rITE, which eQllscnt may be wi.t11lleld by HTE. HTE may as::;ign its right.s, title and interest by
providing prior written notice to the Customer.
Successors Bound. l1n~ lenDS and e:onditions of this Agreemenl shall e70;tend and inure 10 the benefit and be binding on the
respec1we $ueceSSOrk1 and assigns ofCustomcr and HTE.
:force Majeure. FITE Is not responsible for failure 1'0 have fulfilled iI'S obligations under t11is Agreemenl' due to causes
beyond il.S control.
Severability. If any term or provision of this Agreement Or tl1l!: application thereof to any entity, pf:TSon or circumstance
shall, '.0 any extent be neM invalid. or unenforceable, r.he remainder of this Agreement:, or the application of such tenn or
prov;f;;on. to entities, persoll$ or. ciTcuroshlIlces otner tJ1an tJ10se liS to w])icl1 it ;.5 n,;:ld ilJvaJid or Im,enforcea.ble. shall not be
affected thereby and each rWlaiJ]ing teIDl and provision of tMs Agreement sball be valid and enforceable to the funest extent
permltted by 13w.
Notices. Any notice provided for hercin sb3Jl be in writing and sent by registered or certified mail, postage prepaid,
addressed to the PlU1:y for which it is intend.ed at tJ1e address set forth on tne firST page of rllC Agreement or "0 such odl.er
address as eid1er pa.rty shall f:rom time to time indica.te in writing. Any such notice 1.0 be deemed to be effective upon receipt
or five (5) days from tile daJ:e oftJle mailing, whichever occurs first.
Publication. JiTE reserves tJ,e right to publish certain infOTl1lll.tion regarding this Agreement. Publiealion may include, but
shall not be limited toO. usjng Customer's name in a press reJef3.se a.nnOlJncing this Agreement and listing Customer's name on
J-HE's complete cust.omer listing lJ13t. is ma.de avail3bJe 1.0 otller HTE customerF; .md pot.en.tiaJ.'Cll.stomers,
Headings. Numbered topioal headings, 3r1iclcs, p3ragraphs, subparagraphs or tilles in. t1Jjs Agreement .are inserted for t.he
COMVe1?i.enee of organ.i~atJon, nnd reference and are not jnl.ende<J to afl"c:c1. 1JJ.e inktpr<:1.ation or COD5truCtiOIJ of lhc l.C1l1IS
t]1ercof.
Non-Riring Statement. DurJng 1l1e lenT! of1.bis Agr.canent <md for. a period oftwcJJty.(our (24) rnon,tJls after tbe rerminahon
of this Agreement, 1bc: Cusl'Omcr ma.y not offer to hire or in :my way employ or compensare any of tJ1C employees of HTE Or
persons who have been employed by HTE witllin t.he immediate p3S1' tvvenry-four (24) montJ1S without prior consent oiFITE
!-iTE LiCerJBe,doc
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Nf.m-wlIjvCT. Waiver of any breach or default hereunder shall not .constitut.e f.I cootinuing waiver or a waIver of any
subsequent brea.ch eitJ)er of 1],e same or of anorher provision of 1Jlis Agreement.
Entire Agreement. This Agreement and a.ny Supplemcllt(s) and/or Amendments to tJ,;s Agreement constilure the entire
Agreem.ent between tbe paTtles, F.lnd tJlere ll.re no representations, conditions, warranties, or colJateral agreements, expressed
or implied, statlJtory or otherwise, wit11 respect 10 this Agreement other lh;m. ai'i contained herein, and this Agreement shall
slIpersede all previous communications, represenfations or agreemen16~ either. writteu. or om!. bei:ween rJIe parties 10 Ihis
Agreemellt. 111jS AgJ;eement may l'l,o1. be modjfjed. omitted or cJlangcd in any way except by written agreemenT. signed by
persons 3Ut11orizcd 10 sign agreements on behalf. of the Customer and of TiTE. Preprinted conclilions and aU other terms noT:
11lchJ.ded in this Agreement, the Pricing and Paymen.t Suppl.emeut(s) to tbis Agreement, and. rbe Hardware P]lTchasc
Agreement(s), if appHcebJe, on any plJrcha.se order or orJlcr document submitted hereafter by C1J~t.omer are of no force or
effect IUld the terms and conditions of tl,e JITE Agreements shall conlrol unless cxp1:essly accepted by HTE in writing t,O a,e
Customer.
Bod1 parties acknowledge dlat. tJley have read tJ,jS Agreement and agree to be bound by the terms and condltiolls herein.
CJTY OF PORT ANGELES. W A
lJ.T .E., INC
~.,
~z
______ Authorized Signature
~~~
Aur.11OJ'i?ed Si gJ:1a lu:r:e
~I..e. ^' N W I ~f1.IfJ ~ /V'tl\ y D~ ~
Print Name 'i Title
Ronald E. Goodrow, Executive Vice President
Print Name & Til:Ie
,8-,RliJ - fJlt-
Daf:e
March 26, 2002
Date
IBM and AS/400 are l"cgISll':TCd trademarks of Internationa.l Business Machines Corporation.
T.-JT8 '.,o;CrlSl:.c,]oc
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PT AN-I)ccnRC.dr,JC
Revu;ccl 03126/02
407 304 1045;# 10
SUPPIJEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT
BY AND BETWEEN H.T.E., JNC. AND CITY OF PORT ANGELES, W A
SCHEDULE A-PlUCING AND PAYMENT SCHEDULE
CONTRACT NO. PT AN-20020204
111is Supplement is 10 the H.T.E., rue. Software 1.-icense a.nd Services Agreemen.t (Agreement) dated of: ~en date herewil:ll,
between H.T.E., Jlle. (liTE) and City of Port Angeles. WA (Customer). Unless otheJ;Wise ~tated below, all l'enns and
conditions a.s stal'ed in tl1c Agrcemenl shall remai.n in effect.
Designat.ed Machille
Use of the Licensed Program(s) provided iJl t.his Supplement on platforms oth.er than speci.fied below, without wrilten
pCnTIlSSJon fTom HTE, maybe 51Jbject t.o <lJllJpgrade charge.
Type:
Operating System:
Model:
Serial Number
Tape Drive:
No. l)lIYs of III ~tllllathm & Cf)"verslon Ann..lI'
JJTF. r.h:ensed Proll:r'nn~ J.lcll"~e Fees Trlllnillll Trnln In II!: Fees COllflgprnrloll Fees S liP port
Fin on c1~1 A()()IlC~t1D"~:
Cs~" Rcccints - CIU $ l.00 Z $ 2000.00 S 2 7197.50
GMBA w/E)(tcnder.l RCl)ort,nJl:. GMJ/ER! l.00 11 11.000.00 90B7,SO
Pllrch3~jnlll1T1velltorY . PI1 1.00 8 8 OOO.Of) 2 500.00 5787.50
Accollnrs Receivable. MR1 1.00 7 7 000.00 3,837.50
LODns Module - LNJ 1.00 I I 000.00 2 587.50
Pl!.yroll/Personncl - PRJ 1.00 11 11.000.00 4787.5Q
ContJnlJln~ Pronerlv Records - CPJ J .00 17 J 7 000.00 10.987.5Q
Work Ordetslf'odlHv M DnSIl:Cment - WI:! Inel with CPJ r~e'. ",I'h (:Pl Inel. WillI CP I
Asset Mann.eemen! n - A2J rnel willi CPJ rn~' w;I,I, CPJ Joel. "11th CP I
Community DevcloDmcnl:~
Land.lPorcel M on:lIlemenc . LX! 1.00 2 2,000 00 7 SOO.OO 3.237.50
"u,lcHlll! Permits - BP! 1.00 5 5 000.00 IS 000.00 S 837.50
Business Lfcense~ .OLJ 1.00 4 4,000,00 29:37.50
Equipment & FlI.dlltfcs ADDllclt.tionsl
Fleet Monal!:emenl.. FMJ 1.00 7 7000.00 46:37.50
Autom ntcr.l Fuel Interface - AF S 000.00
Planninl1: & ZonninJ;l; - PZJ I 00 S 05.000.00 S,900.00
Code Bnfr.>reemcnf - CEI 1.00 6 6.000.00 2.450.00
ClIstqmp.r JnffJrm~tlt)n SVBtems~
CIS w/Enerll:v - CX! l.On 17 17.000.00 4.0.000.00 9,787.'s/)
Business Analnis 12 12000.00
Ihndheld BM~ Jnte~TDtion 2,000.00 450,00
Addltlonol ADI'J"Cp~lon81
Document. M"nol!ement Services - DX 4 500.00 900,00
Cliek2Gov Core M adult: . K I 3,125.00 5' 2 560,00 570/)/)
Click2Gov CIS Module. K2 10 000.00 1 280.00 1 800,00
Cllek2Gov Bllildiinll Permits - K3 15 500.00 I 280.00 2790,00
Click2Gov Payment Activation - K4 I 280,00
QRep Ca.lalogs-(CRJ, OM/, rll, MR), 1.1-1],
Pfl.I. cn WFI, I.XI, Flr/. 01.1. FMJ. PZ/, CEl, Jnr.Juder.lln
cxn. CJ License FecR 3 750.00
M IAce"nneoull~
hvaline Installntlon Servlces I) 560.00
Ucense Delivery Fee 22.000.00
HT~ Licensed Proarnm T"t:1ls S 57,139.00 I] S 5115GOO.OO $ 12 9611.00 5: 70000,1)0 $ 84910.00
No, J)II"S of
Trplnlng ^nnunl
Third PArt'll Softwnre J"iccnse Fees Session TrnlDlna feu Support.
OReD Adm;nisfrator (J IIser) , CO $ 500.00 4 $ j 000.00 $ 250.lll)
ORel' I~nd T.Jc;er (1 llRer) . CO 4,00,00 2.5000
Vcri~itm 128 Bit Dip-ita) Cl.:rr.iflc~te . DC 1.200.00 900 00
Third Party Software Total~ $ 2.100.00 4 $ 3 000.00 $ 1 4.00.00
HTE Schedule A
Ver, 11128101
PTAl:'f-ZOI)20Zl)4..Sclwdule A.doc
Rcviscd 03126/02
407 304 1045;# 11
Due Upon Dlle Upon DIJI:l A"
Total Contract Ddivery/lls Otllerwlroe
Povmeni'Schedule" Controct Execution Incarred Noted
RYE Ucen~ed Prog;ram Fees $ 57.139.00 $ 57.139.00
lITE Tra,imne: F!;;cs 115,000.00 57,500.00 $ 57.500.00
HTE Installlltion Pees 12,960.00 6.480.00 6,480,00
HTE COnVCf$JOTl Fees, SCR tf.s 02030J9,
0203020 02030222002-35]1 2002-3512 70,000.00 35,000.00 35,OOQ.QO
HTE Sl:mdard Proiecl Manl3J2;ement. .47 000.00 23.500.00 23.500.00
HTE AnnrJa.l Support Fees 84910.00 $ 84.910.00
Third .Pa1ty Software Licensc Fees 2,100.00 2. J 00.00
Third PaTty Training Fee~ 3 000.00 J ,SOO.OO 1 500.00
T11ird Patty Annual SuPPort Fees 1,400.00 I AOO.OO
Source Colle Escrow (Initia.l Fcc) 0.00
GRAND TOTAl.. $ 393,509.00 :II ]832]9.00 S 123.980.00 $ 86,310.00
APPLICABLE TAXES ARE NOT JNCUJDED IN TInS SCHEJ)lJLE, AND, IF APPLlCABl...E, WJJ..L BE ADDED
TO THE AMOUNT IN TIm PAYMENT JNVOJCE(S) BEING SENT SEP ARATEI.. Y TO TIfE CUSTOMER.
1'Paymcnts:
THE A1I10UNTS NOTED ABOVE SIfALL BE PA Y ABLE AS FOI..LOWS:
BYE J~icense Fees:
TiTE Tra.ining Fees:
HTE Insta,lIation Fees:
HTE Conversion Fee
Project M.snagement Fees:
Application Support Fees:
Source Code Escrow:
l1li;rd Party License Fees:
TJlird Party Tra.ining Fees;
l1lird P:lJ1y Support Fees:
Travel and Living Expenses:
Upon execution ofthis Supplement.
50% upon execution of this Supplemtmt; 50% dlle upon invoice as incurred.
50% upon execution of this Supplement; 50% due upon m,voice as inC1DTed.
50% upon execu.tion of this SupplemenT; 50% due upon invoice as incUITcd_
50% upon execution Oft11is Supploment; 50% due upon invoice as im;IJrred.
Prior to tJ1C commencement of the inj1lo] term of 51J1'1'or1:.
No initial fee due.
Upon execution ofrJlis Supplement.
50% upon execution of.tJlis Suppleme~t; 50% due upon invoice as incurred.
Pri.or t.o tJ1e commencement oft11e initial term of support. Support fees for subsequent
terms of su.pport will bo due prior 10 1l1e slart of that term at tJ1e then prevailing rat.e.
Ratel:l for subsequent years of support service are subject 1'0 change.
Verisign renewal fees will be involcc:d by and payable to Verisign according t.o tJ1e
teJ:JlJ5 provided by Verlsign.
Travel and living expenses are in Ilddition 10 the I'dce5 quoted above and will be
mvoiced lIS inc1lrred and shaJJ be governed by the HTE Corporate Travel and Expense
Reimbursement Policy.
Warranty Exl:ens&on
liTE agrees to extend ine warranty as provided in Section IX OftJlc Agreement 1,0 a period t.o expire December 31, 2002.
SYlitem Jnl'egratioJ) and J..oad
l1le Licensed Programs lJerein PJ'e integrated to operate conjointly provided illey arc used in lJJC proper operating environmeTJ.t.
HTE wjJJ 5lJl;cessfuJly perform tJJe initial load ofTJle Licensed Programs herein.
Click2Gov Conditions
Customer agrec:s 1'.0 meet the requirements of tJle TiTE Click2Gi:lv Ha.rdwarc: Recommendations. Cliclc2Gov Licensed
Program(s) does Dot include source code.
HTE S<:h~dule ^
Vcr. 1112~/rn
2
PT AN-Z0020204,.Sr;hedule A.doc
RCVJRCd O~/2G/lJ2
407 304 1045;# 12
UTE Support Serviee$ & Feer;
The initial term of lITE applicatioTl support services shall commence one hundred twenty (120) da,ys after d.eJivery of the
Ucen.sed Progra.m(s), and extend for a twelve (12) month term. Subsequent terms of support will be for twelve (12) mont!1
periods, commencing al thc cnd of lJ1C uuliaJ support period. 1Jl.e Annual Support Fees herein include product llpdB,tes and
support services twenty-four hours s, day, seven days a week.
For a period of lwo (2) years follo'Wing tllC expiration of lhc illitial rem, of Sllpport Services for tne Licensed Programs herein"
the T3,t.c of Applica.fiol1 Su.pport Fee increase 811al1 not exceed thc lesser of the prevailing rate or tIle percentage of incJ;"ease in
t11.e CPJ-U on each aJlniversary of Customer's Support Services expiration date, over lJle CPT-TJ as pubHshed twelve months
prior Tn sucb Customer expiration date. For a period of one (J) additional year, tile ra,te of Application Support Fec increase for
tJ)e T..icensed Programs berein shall not ~eed either tJle CPI-TJ or five percent (5%), whichever is greater, but not; to exceed
tJ1C prevailing rate. "CPI_U" as used herein means l1)c Consumer Price Index - All Urban Consum.ers, whicb iJJd.ex is pubJ.lsbed
monthly by the U.S. Department of Labor, Bureau of Labor Statistics (Ol' tiny successor OIgen.cy tllat shall jssl~e increases and
decreases ;n tJ,e cost of living), using 1982-1984 dollars 8S one hundred percent (100%) for f,l, base. Support fees for terms of
SUPPOt1 thereafter will be due prior to the start of the tcrm at the then prevailing ral'c. Rat e:,s f.or. any subsequenl yealS of support
are sl)bject to change.
Third Party Supporl' Services
The initia,1 tenn of Third, Party (l,pplication support services shall commence one hundred twenty (120) days after delivery of
tJle Licensed Program(s), and extend for a twelve (12) monlh lenn. Subsequent lenns of support win be for twElve (12) month
periods, eommenoing at the end oftJle initial support period.
ApplicatlOJJ Training
Listed above <In:: the number of dllYs of training for tlle Licensed Programs listed. Additional application training, if req'lestcd
by the Customer, can he provided upon request s,l: l:he standard biJling rate in effect at that time. Any fee quoted does not
;TJch)de flavel. and Jjving e"pemes.
HTE agrees to, fOJ: a teJJYl, comrocndng upon execution ot"tJ]is SuppleOleIl1 and expiring 1wo years tllerealler, Ill€: lrsining fees
for tJ1C Licensed Programs herein shall not exceed $1,000.00 per day.
QRep Appl.icadon Training
Each QRcp lraining session consists of one (1) four (4) da,y-session, wl,ich d1l.Ys m.ust be atteJJded consecutively, and is
currently priced at $1.,500.00 pel'" session per 3.11end€:c. TJl€: training takes plaoe B,t die H.TE Lake Mary. FL, fa,ciJir.y. Cu.stomer
is responsible for 8.1/ its attendees' cosh; oflravel1.o and from Lal<<: Mary.
Projec1' Management
A description of the applicable level of Project Mana,gcment is ll,ttacl1ed 1'0 d)is Supplement and fees will be invoiced in tbe
a.mt.l1Jn1:S a,nd under dle terms noted above. ^ ml~tu.ally agreeable wor.k plan. wiH be o:eated by the HTE Project Manager and
the Cusl'omer. Additional Project Mana,gemenl', if requested by Customer, will be invoiced at the then C1Jrrent HTE rate. Any
fee quoted. does not include tra,vel and living expenses.
ConversIon
Conversion, if provided for herein, or jf requested. by tJ,e Cust.omer aft.er contract e"ecution. wjJl be controlled by tlJ,e HTE
Systems ClJ8nge Request (SCR) fonn, Wllich will be preps,red for rhe Customer by 1~)e TiTE Conversion Team Manager. There
will. be a Two HUlldred Fifty dollar ($250.00) nOTl-re1i.mdable procesAing fee for prepara1jon of each SCR requested by tlle
Customer. HTE will proceed on t11C SCR when the signed SCR is returned with the CU6T,Omcr's a,ul11Orization a,long with fifl}r
percent (50%) payment, whi.ch j,n.cJ1.ldes the Ilon,-refundable processing fee. The final fifty per.ceJ),t (50%) payment is due upon
completion. De,ta must. be given Tn HTE in all IBM compal:ible format on Q, specified magnetic media" Input data fiJe clean up
shall be the responsibility oftbe CuSlomer. Specific l;eq13i.r.ed details for ea.ch conversion sball be included in each conversion
SCR. Additional conversion, ifnecessQ,ry, wi]1 be invoiced at the preva.i1ing rate per hour. Tt is agreed Ulat no two systen1S and
file ~tructures a,re exactly alike and there ma.y be a need (or some man,ual conversion efforts to take place along witb the
electronic convel'sion. SCR formes) for any conversion scrvices included in this Supplement are al1aclled for Customcr
signalure and rerum to HTE along wHh tl1is Supplement.
lITE S~hedlJle A
vr:r. 1 J 128/0 l
3
PT AN-201}20204-Scl1C(li)Je A.QOC
Rcvi~cd 03/26/02
3-26-02; 1 1 36AM
407 304
1045,# 13
~bcdulcd Resource Change~
Customer acJOJowledges tJJ.at HTE makes every effort to schedu.le training and project management sessions sufficIently in
~d.vance t.o make effc:ctive use of HTE's personnel and to obrain favorabJe prices for travel and living. Accordingly, lJ)C
following cancellation charges apply to training :md on-Rite project mana,gement scssions canceled at tI,e requcsl of Customer:
Cancellation within s~ven (7) days of 5t.aft date, Customer pays fifty percent (50%) of the tota.l price for the trF.l,inin.g or on-sire
project manOl,gement.; cancelJa,r.ion wHllin tllrcc (3) days of staT!: date, Customer is rl>spo1JsiJ,le for entire price of t11C t:z:a,ining or
on-site project management. In addition to t11c foregoing, Customer shall be ohligated to reimburse liTE for any non.
refundable expenses incurred by HTE for navel expenses. Notwirl1sta,nding the above, lITE will endea.vor to reschedule HTE
personnel in order to mit.igate ClJ~tomer's costs and expenses under this paragraph. To the extenl HTE is successful in sllch
rescheduling, Cust.omer's payment ohllg;gtlons shaH be reduced.
Tbird Party Software and Hardware
Unless otherwisc provided for here;n. wWTanr.y and maintenanCE: offerings by lITE for its ticcnsed Program(s) do Dot appJy to
Elny thjrd party ilardware or dti,rd party software supplied under t.his Supplement HTE does not. make any warranties nor
provide any SOlJrCe code for any non.HTE produelS unless otJ,erwise provided herein. 111e relum and refiJnd policy of ea.ch
indiVidual third party hardware or tJlird piJ.rty software su.ppHer shall prevail unless Q1J~erw;,se provided herein.
JmplementaHon Plan Submissfl)n
HTE sbaIJ provide to Customer 8 written mutl1ally 3cceptOlbJe Implemen111,tion Plan wil1uIl ten businer::s days foHowing rl1e
kickoff' meet1Dg. TIle Jmplementation Plan wiJl detail the processes. milest.ones, flow and tirncframe (or tll~ insfal1atioJJ of
conTJ'll,cted I) 11ardwaro; 2) cadI r~icensed Program insta,lIed; 3) pa,ra.Jlel SyStem run-times; 4) training for each Licensed
Program and; 5) expected completion of project. This Jmp1emcntallQn Plan. will. also inchJde names of key indiVIduals
representing HTE and Customer who wiJl be responsible for main.taining l:a,rget dates and bcnc:J:u:nad'-S_
General f..edger
Regarding tJle Genera.l Led.ger Account Numher, HTE agrees to tIle fonowing:
I. 1110 accounl number will be expan.ded to enable Customer to confonn to the Washington State BARS accounting;
2, A minimum of twenty one (21) digits will be available (or use in. tlJe new ilccount number;
3. 111e llJodi,iicatiOlls for the expanded. FJ,ccount number wi11 be mad~ ill Version 8 of1Jle lITE product.
,4. HTE's expected relcase date for tillS cl1FJTl,ge is December 31, 2003, but the acrual release date wjJJ be no lat.er tJla11
June 30, 2004.
5, WilTI no dlarge to Customer, HTE wiJ) provide the conversion of a11 existing data to the new general. ledger account
stnJctIJre.
Source Code EscrDw
Customer sha.ll be providccllflTOugh a tb;ird party escrow agent a Source Cod.e Escrow arrangement lJ13t pmvjdt;s for release of
tJ1f: source code version of lbe Licensed Programs from escrow upon thc oecurreDCC of certain release events a.s specjfied in dle
Agreement. The initia,l fee for Source Code Escrow fee I5l1nll be at no cha.rge to Customer. Customer sllalt be jnvoiced and
F.lJaIJ pay tJJe escrow a,gent directly for subsequent escrow anIJuaJ maintenance fees. The Source Code Escrow arrangemcnt
shall substantially comply Wltb the 5ampJe Source Code Escrow Agreement attached hereto.
PlJbJicat;oD
HTE reserves the right to pubHsh certain information regarding tl1js Supplement. Publication may include, bill shall not be
limited to, using Cuslomer's name in a press release announcing this Supplemen1' and listing Customer's name OD HTE's
complet.e customer Hsting that is made available to ot11~r HTE customers and potential Cl~stomers.
Preprinted Terms IInd ConditIons
Preprinted conditions and a,1I orller ferms not included iJ.l, tJlJF. Supplement or in the Agreement on any purclmsc order or other
document submi11"ed hereafter by Customer are of no force or effect. and lnc terms and conditions of the Agreement, and if
applicable, tJ,is SllppJement aDd tJ,c Hardware Purchnse Agreeme1'l,t if appllcabJe, shllll control unless expressly accepl'ed by
rITE in wriling to rhe Cuslomer.
Non-Hiring Statement
During the term of tI1is Supplement and for a period of twenly-fouT (24) montJls aft.er tJ,e termination of tllis Supplement, tIle
Custnm.er may not offer to hire or i,n, a:ny way employ or compensa,re any of 111e empl,oyees of HTE or persons who ha,ve been
employed by HTE within file i.mmediate past twenty-four (24) months witJl0Ut prior consent ofHTE.
HTE Schedule A
Ver, r 1/28101
4
PT AN-Z0020204-Schedule A.rJoc
Revised 03126/02
3-26-02; 1 1 :36AM
407 304 1045;# 14
Tlll! term~ and condition!! contained in thj~ Supplement. including tbe prices, will be honored ItR /lct forth herein,
provided this Supplement rs fully executed by March 27 ZOOZ.
Customer warrant!> that tbe Amoun1's to be paid Jlereunder will be paid out of appropriated funds and are not par.' of II
financing arrangement with any tbird p::lrty.
CITY OF PORT ANGELES, WA
H. T .E'I INC.
~/.....~/~c.-
--- Authorized Signature
4~ $-/4-~
Authorized Sign.a,ture
(}.l ENAI ~ ~~JA[~ IVIftYfJJ? ~
- rintNe.rne & ~tJe
RonAlJd E. Goodrow, Executive Vice President
Print Name & Title
{S-~1rJ -lJcR./
Da,r.e
March 26, 2002
Date
HTE Schedule A
Vcr, J 1/28101
5
PT ./\N.20020204-$chedlJfo A.doc
Revj sed 03I2G/O'Z
3-26-02;11 :36AM
HTE Scl1edlJ]e ^
Vcr. ] lI'28/1)]
rroj eet 1\1 anllRl:'Il1C'nt
Servll:e on,'rJlIl
Standard
407 304 1045:# 15
Project Management Service J...evel
UTE Rt''spoJlsiblJitil.l1lt
. Determine training req1J.1remenr.~ B,nd
schedllle appropriate Te6f)Urce~.
. Crea1e: a detailed ImplemenTation plan"
which includes training visits, deliverable
schcduJr.s and projecT milestones,
. Conduct weekly conference eaJls witJ1 the
C1Jstomer Project Manager to review
implemcnt.alion prr,>gress, discuss and
resolve iSelJCB regarding tra,inlng and
d.ellverables,
. Acr as single point of COl1l:act lit RTE.
. Coordinate HTE resources
. Coordinate delivery of hardware and
softwlJre,
. Manage Change COnlrol Procedures,
'.' ,. "Re~iew"pi~';~ed 'iime"vs': BCti~a(T't;ne'for":'
HTE resources.
. Create the Statement of Work (SOW)
t~:lt i;lefrn~1ii d\;lhrerttbIQs'and milestonos.
. Conduct on.sitfil kick oll meeting wirh tile
CIJE:Tomer Proje.;:t Team,
,
,
,
. Maintain the implementation plElIl. (, ( !
. Track !)udget. i
, \ 1: !
. M~intai~ t.he iS$\Je I,Ogi" , !
\ \ ,: " '
, , ,
. Schedule ~nd,manage conversions.
mQdil'icat.j(Jn~ llnd interfaces as ,
approprla!e,
!
:. Provide mont~ly aUlt.U:5 fr;porr.s.
i
!. Conduct perIodic Qn-siTe visil$' as a:grced :
i upon with' the ClJstQmCr ProjcQt,Mll,TItlgc:r.:
L.______ ....:....: _n~..._I. ,_ "~_"" . ,.."'..---- . .----- -~
6
Customer Rosponsibilitles
. Provide a dedicated Project Manager
who monitors an.d tracts intemar
CIJstomcr dcJivo-abli;;s and tBsks, Bnd
serves as tJ1C primary contact for HTE
issues.
. Participa.te in scheduled conference
calls or status meetings with HTE
Project Manager.
. Coordina.te and schedule inter",.!l
resources for training and customer
provided deliverables.
. Admin.isr.cr the Change Control
Procedure WIth the HTE Project
Msnsger,
. Develop test plans Ilnd monitor testing.
:' j
PT AN.200202Ql1.SchcduJe A.dO(;
RJ::vj~cd 03/2M02
3-26-02; 1 1 :36AM
407 304 1045;# 16
- - - -
.
liTE
ClicJaGov
Hardware/Software Requirements
----:':":"';mi.. T ;nr".''mJl''''''''''MMIJrMRWo_.
=:....:; ~~';;;;..-... v, ~ T:" =~
;FJTE Ap~lication-.Server
~'or UTE JUM AS/40!HiSt;rt~~) '!H!~t'.~J m:oduCl~
.
IBM ASf400 (ISerles)
Minlmum Sizing Recommendal'ions (Requires It Pre-contract Systems Assurance):
Processor Rating:
Memory:
Disk:
J 15 CPW (Minimum ra.ting dependent upon current and expected resource utilization)
Detcr.mincd by HTE (Col1siderSfi,01:ls: User J.,osd, E;tjsling CPU U1ili7.3.b,oTJ. etc-)
CIiclaGov CIS Inquiry: 1 MB per 1,000 customers
CJicJaGov BP: No AddiHonaJ Storage
CIicldCov HI..,: No Additional Storage
CJicJaGov PlJyment: ApproximEltely J.OMB per 1.,000 customer annllally
10/100Mbps EtJlemet, Token Ring, or Fiber Adapl'eT
V4R4 01;" latel;"
DB2 Query Manager 3,nd SQt Development Kil: for AS/400 (5769-ST1)
Networl" Adap1er:
Operating System;
Additional Software:
[I';D_nUllW&.I~~]r~ltlt~l~
Requires Secure Internet Access including; It Registered Domain Name and a, Registered TCPIJP
Address.
..1
I"
'?'
~ ~." "'~~~-rJNo~""=-
HTE Propriet.ary rnformation
Copyrlght~ 2000 H.T.E., Inc.
...-- ...J
Page 1
3-26-02;11 :36AM
407 304 1045;# 17
.
lITE
CUck2Gov
Hardware/Sof~:ware Requirements
.. ~
.1..:.....,;,.;........_... ..
-_:
,,;.: "';.; :;~
Windows 2000 Based Server (Minimum Recommendations):
J...ow Volume Medium Volume Higb Volume
Pentium TTJ, 733 MHz Dual Pentium JJJ, 733 MHz Dual Xcon Processors, 8QO MJ"f7.;
Network Adopt.er & UPS Network Ada,pter & lJPS Network Adapt.eT & UPS
1 GB RAM (HW Expandable 1'0 2GB) 1GB:RAM (HW Expandable to 2GB) J GB RAM (HW Expandable to 2GB)
40GB Disk St.oTll.ge (RAID-5 Protect.) 40GB Disk Storage (RAJD-5 Protect) 60GB Disl, St.orage (RAJD-5 Protect.)
Wmdows 2000 Server Windows 2000 Server Windows 2000 Scnrcr
Protocol: TCPIIP only Protocol: TCP/lP only Protocol: TCPI1P only
IBM Websphere 3.5 (Std" Edition) IBM Websphere 3.5 (Std. Edition) IBM Websphcre 3.5 (Std. Edlti.on)
Note: Cornpll,tlbilil:y JS5UC5 between sor.:ware products are difficult to predict, therefore UTE recommendl'
that the (us.'orner Utili7..e II dedicated server fDr hos1ing ClicJaGov AppliclItjOllS. An exceptions regarding
UTE'9 recommendMion9 need to be reviewed by tbe HTE's ClidaCov AppJjcation TC3m.
Otber Requirements:
Mllll Server: FuJJy Compatible SMTP e-mail Server.
Veril'ign Digital Certificate l28-Bit Recommended when applications that enable credit card,
processing are purchased.
Established relatJollshfp wltJ. Merchant Bank Required when applications that enable credit card processing
arc purdulficd.
Hardware Environmental Specifications: Customers Df:cd to follow tJ1C Environmen.tal Specifications
provided by l'l1e hardwllre manufacrurcr.
Training: Customers must be fully famjJjar with tlJeir Intranet
InfTa5tructure (Web Server Softwsre, Firewalls, Roul:ers, etc...).
Interner. Connectivity AdequatE baudwjdtl) wiU vary depending on t.he expected end-
user particlpa,tion. The customer is responsible for assuring and
con.figuring adequate security fOT tJleir network (Le., firewall),
and. providjng adeqllil.1.e bandwidth for their envh;onment..
..........''''..,M WI!,",I!'I~ \lo1_'N.W.IIINo......Io-lJ.U
HTE Propriet.ary rnformation
Copyrighf> 2000 H.T.E" Inl;,
-'-'
Page 2
3-26-02; 1 1 :36AM
.
HTE
ClicJ<2Gov
Hardware/Software Requi,rements
L _~~ ......"'~... W;;i~~P,;;,~""""""""""",~",,"""'-'_.'~_~' wnl~'~""""""~Iob.i.'....'..
@fu1}(wi&x~ lIut.~:~'i~jJ
."::.'!
.i_~,~l ,:';
~~
Wor)csta,tion wI Internet Access (Cap3bJe of running Internet Browser)
Internet Browser:
Microsoft; Jntemet Explorer 4.0 Q1 JOlter
- OR .
Net,&cape Navigator 4.0 orlo,teT
407 304 1045;# 18
HfEProprietary r;;f~;;=-~tion
Copyrlght~ 2000 H.T.E., Inc.
Page 3
3-26-02; 1 1 :36AM
407 304 1045;# 19
I
/
\ ,~./
TWQ.PARTY ESCROW AGREEMENT
BETWEEN
PRODUCER AND FORT KNOX
This escrow a.greement is intended fOT use by a Producer (Developer) and Fort Knox
Escrow Services, Jnc. The Producer may escrow multiple products under this a.greement.
In addition, multiple Licensees (End Users) may be registered as beneficiaries of this agreement.
Although each Licensee does not sign the agreement, Fort Knox does notify them of the service.
1
6/21/913
3-26-02,11 "36AM
407 304 1045;# 20
Two-Party Escrow Agreement
f
r:l TIlis Two-Party Escrow Agreement ("Agreement") is made as oftJlis 2d.. da.y of --.fiJ1@ ~ .
199.L, by and between J ,If E., ..Ill c. . ("ProdIJcer") a,nd Fort Knox Escrow Services, Inc.
/
e'Fort Knox").
~eJjminarv Statement. Produ,cer intends to deliver to Fort Knox a sea.led package contain,ing
magnetic t.-a,pes, disks, disk packs, or other fonns of media, in macl,ine readable form, and the written
documentation prepared in connection therewith, and any subsequent upda.tes or changes thereto (the
"Deposit Materia.ls") for. the computer software prodlJct.s (the "System(s)"), a.JI as identi,fjed from time toO
time on Exhibit B hereto. Producer desires Fort Kn.ox. to hold the Deposit Materials, and, upon certain
events, deliver tJle Deposit Ma,terials (or a, copy thereof) to those persons or entities listed from time t.o time
on Exhibit C hereto as a licensee of Producer ("Licensee"), in accordance wid, the terms hereof.
Now, therefore, in consideration ofthe foregoing, oftJJe mutual promises hereinafter set forth, and
for other good and valuable cOJl5jder~,tion, the receipt and sufficiency of which are hereby ,a,cknowledged,
tJle parties agree as foHows;
J. Pelivery by Producer. Producer shall be solely responsible for delivering to Fort Knox the
Deposit Materials as soon a,s practicable, Fort Knox shalJ hold the Deposit Materials in a,ccordance wit]l the
terms hereof. Fort Knox sha.11 have no obligation to verify The completeness or al:clJra.cy of the Deposit
Mat.erials.
2. DJlpJica.tion: Updates.
(a,) Fort KnOx. may duplicate the Deposit Materials by any means in order to comply with the
tenns and provisions of this Agreement, provided that the Licensee to whom a, copy of the Deposit
Materia,ls is to be delivered pursuant to the terms hereof sha.1I bear the ex.pense of duplication.
Alternatively, Fort. Knox., by notice 1:0 Producer, may require Producer to reasonably promptly duplicate the
Deposit Materials.
(b) Producer sha.1l deposit with Fort Knox any modific3,I:ions, upd.ates, new relea.ses or
documentation related to the Deposit Materials by delivering to Fort Knox a,n llpda.ted version of rJle
Deposit Materials ("Additional Deposit") as soon a.s practicable after the modifications, updates, new
releases and documentation have been developed by Producer. Fort Knox shall have no obligation to verify
the acculLl.cy or completeness of any Additional Deposit or to verify that any AdditionaJ Deposit is in fact a
copy ofr.lle Deposit Materials or a,ny modificat;on~ update, or new release thereof. .
3. Notification of Deposits. SimultaneolJs with the delivery t.o Fort Knox of tJle Deposit
Mar.eria.ls or any Additional Deposit.. as the case may be, Producer shaH deliver to Fort KnOx. and to each
Licensee a. written statement specifically identifying a:ll items deposited an.d sT.a,ting that the Deposit
Mated,als o'r any Additional Deposi.t, as the case may be, so deposited have been inspected by Producer an.d
are comp[et.e and accurate. Fort KnOx. shall, within ten (10) business days, send notification to Producer
that it has received from Producer any version oft.he Deposit MateriaJs.
2
9/21/98
3-26-02;11 "36AM
----- - - -
407 304 1045;# 21
4. Deliverv by Fort Knox:
4.1 DeliverY by Fort Knox to~....icensees. Fort Knox shall deJjver the Deposit
Mal:erials~ or a copy tbereof, to a Licensee only in. the event rbat:
(a) Producer notifies Fort Knox. to effect such delivery to a Licensee or Licensees at a. specific
address or a.ddresses~ the notification being accompanied by 8 check payable to FOlt Knox in the amount of
one hundred dollars ($} 00.00); or
(b) Fort Knox receives from a,ny Licensee:
(i) written notification that Producer Jl!S failed i,n a ma,tenElI respect to support the
applicabJe Systems as required by a license a.greement ("License Agreement")
between Licensee and Producer or that Producer has otherwise defaulted in a
material respect under tJle License Agreement ("Producer Default");
(ii) evidence satisfactory to Fort Knox that Licensee has previously not.ified Producer
of such Producer Defaulr. in writing;
(iH) a, 'WI'itten demand that the Deposit Materia.ls be released and delivered toO ticensee;
(iv) a written undertaking from the Licensee that the Deposit Materials being sllpplied
to the Licensee will be used only a,s pennitted under rJle terms of the License
Agreem ent;
(v) specific instrucl:ions from the Licensee for this delivery; and
(vi) an initia.l check payable toO Fort Knox in the amount of one hundred dollars
($100.00).
(c) If the provisions ofparagra.ph 4.I(a) are satisfied, Fort Knox shall, within five (5) business
days after receipt of tJle notifica.tion and cheek specified in paragraph 4.) (a), deliver the Deposit Mat.crials
in accordance with the applicable instmctions.
(d) Jfthe provisions of paragraph 4.1 (b) are met, Fort Knox shaJJ, within five (5) business days
after receipt of all the doclJments specified in paragraph 4.1(b)~ send to ProdlJcer a, photostat copy of all
such documents. Producer shall ha.ve thirty (30) da,ys from the date on which Producer receives such
documents ("Object.ion Period") to notifY Fort. Knox of its objection ("Objection Notjce~') to the release of
t.he Deposit Materials r.o a, Licensee and to request that the issue of Licensee's entitlement to <t, copy of the
Deposit Materials be submitted t.o arbitration in accordance with the following provisions:
(i) If Producer shall send an Objection Notice to Fort Knox during the Objection
Period, the ma.1:ter shall be submitted to, and settled by arbitration by, a panel or
3
812J/~S
407 304 1045;# 22
three (3) arbit.rators chosen by the Atlanta Regional Office of the Am.erican
Arbitration Association in accordance with iJle rules of the American Arbitra.tion
Association. TIle arbitrators shall apply Georgia law. At least one (1) arbitrator
shall be reasonably familiar with the computer software industry. The decision of
tJJe arbitrators sha.lI be binding and conclusive on all parties involved, and
judgment upon their decision may be entered in a. court of compel:entjurisdiction.
All costs of the arbitration lncul'Ted by Fort Kno;.;:, including reasonable attomeys'
fees and costs, shall be pa.id by the Producer. If, however, a. Licensee refuses to
submit toO such binding arbitration, the ma.tter shalt not be submitted to arbitra.tion
and Fon: Knox may submit the matter toO any court of competent jurisdiction in an
interpleader or similar a.ction in accordance with paragraph 6(a} hereof.
(ii) Producer may~ at any time prior to the commencement of arbitrat.ion proceedings,
notify FOlt KnOlt that Producer has witfJdra\VJi the Objection Notice. Upon receipt
of any such notice from Producer, Fort Knox shall reasonahly promptly deliver the
Deposit Materia.ls to the Licensee in a.ccordance with the instru.ctions specified in
paragraph 4. J (b)(v).
(e) Jf, a.t the end oftfle Objection Period, Fort Knox has not received an Objection Notice from
Producer, then Fon: Knox shall reasonably promptly deliver the Deposit Materials to the Licensee in
a.ccordance with the instructions specified in paragraph 4.1(b)(v). All parties agree tha.t Fort Knox shall not
be required to deliver the Deposit Materio.ls until all such fees then dlJe Fort Knox have been pa.id.
4.2 Delivery bY-Eort Knox to Producer. Fort Knox shall release and deHver the
Deposit M.'!terials to Producer upon tennjnati.on of this Agreement in accordance with paragraph 7(a)
hereof.
S. Indemnity. Producer shall indemnify and hold hannless Fort Knox and each of its
direct.ors, officers, agents, employees and stockholders ("Fort I<no:x Indemnities") absolutely 81ld forevcr,
from and against any and all c1aim5~ actions, damages, suit.s, liabilities, obligations, costs, fees, charges, and
any otller expenses whatsoever, inchJding reasonable attorneys' fees and costs, that may be a.sserted aga.inst
3.ny Fort Knox Indemnitee in connection with this AgreemenT: or rhe perfonnance ofFon: Knox or any Fort.
Knox Indemnitee hereunder.
6. Disputes and Inr.erole3.der.
(a) Fort Knox may submit the matter to any court of competent jurisdiction in an interpleader
or simila.r llction other ilian a matter submitted to arbitrati.on after Fort Knox's receipt of an Objection
Notice under Section 4 and the parties under this Agreement. submit the matter to such arbi1Tation as
described in Section 4 oftJlis Agreement. Any and all costs incurred by Fort Knox in connection t.herewith,
including reasonable attomeys' fees and costs, shall be borne by Producer.
(b) Fort Kr10x shall perform allY act.s ordered by any court of comper.ent jurisdiction, without
any liability or obligation to any party hereunder by reason of such acT:.
4
B/211!3e
407 304 1045;# 23
7. Term and Renewal
(a.) The initial term of tJlis Agreement shaJl be two (2) years, commencing on the da.te hereof
(the "Initial Term"). This Agreement shall be automatically extended for aT) additiona.l term of one yea.r
("Additiona.! Term") a,i. the end of the Jnii.ia.l Temr and at d1e end of each Additional Term hereunder unless,
on or before ninety (90) days prior to the end of the Inir,ia.l Term or an Additional Term, as the case may be,
either patty notifies the other party that it wishes to terminate the Agreement a,t the end of such term.
(b) In the event of termination of tJlis Agreement in a,ccordance with paragraph 7(a) hereof,
Producer shal1 pay all fees due Fort Knox: from Producer and shalf promptly notify a.1I Licensees that this
Agreement. has been tenninated and that Fort Knox shall return toO Producer all copies of the-Deposit
Materials then in its possession.
(e) In the even.t of termina.tion of this Agreement in accordance with paragraph 8(1)) hereof,
Fort Knox shall destroy the Deposit Materials and Producer shall promptly notify all Licensees that thjs
Agreement has been tenninated.
8. Fees. Producer an.d/or Licensee, as the case may be~ shall pay t.o Fort Knox fees in
accordance with Exhibit A a.s compensation for Fort Knox's services under this Agreement.
(a) PaYlJlent. Fort Knox shaH issue an invoice to Producer foJ/owing execution of this
Agreement ("Init.ia.l Invoice"), on tlle commencement of any Additional Term hereunder, and in cOMection
wit.h the perfollDance of any additional services hereunder. Pa.yment is due upon receipt of invoice. All
fees and charges are exclusive of, and Prodllcer is responsible for the payment of, all sales, use and like
ta.,xes. Fon: Knox shall ha,ve no obligations under this Agreement until the Initial Invoice has been paid in
full by Producer.
(b) Normavm ent. In the event of non~payment of MY fees or charges invoiced by Fort Knox to
Producer, ForT. KnOx. shall give notice of non-payment of any fee due and payable hereunder to the Producer
and, in such an event, the Producer shall have the right to pay the unpaid fee witJ1in ten (10) days after
receipt of notice from Fort Knox. If Producer fails to pay in full all fees due during such ten (10) day
period, Fort Knox sha.1I give notice of non-payment of any fee due and payable hereunder to the J..,icensee(s)
and, in such event, the Licensee(s) sha.ll ha,ve tJle right to pay tbe IJnpa,id fee within ten (J 0) days of receipt
of such notice from FOrT Knox', Upon payment of the unpaid fee by eit]ler the Producer or the Licensee(s),
as tlle case may be, this Agreement. sha.ll continue in full force and effect until tJle end of tJ,e applicable
T.erm. Failure to pay the unpaid fee under this para.graph 8(1,) by both Producer and the Licensee(s) shall
resulr. in tennina.t.ion of this Agreement.
9. Ownership of Deposit Ma.terials. Fort KnOx. and Producer recognize and acknowledge that
ownership of the Deposit Materials shall remain with Producer at all times,
1 O. Available V erificE,tion Service~. Upon receipt of a, written reCjuest from any Licensee, Fort
Knox and SlJeh Licensee may enter into a separate agreement pursuant to which Fort Knox will agree, upon
5
8/21/98
407 304 1045;# 24
cel1:ain terms and conditions, to inspect the Deposit Materia.ls for t.he purpose of verifying its relevance,
completeness, currency, accuracy and funct.ionality ("TechnicaJ Verification Agreement"). Upon written
request frem Producer, Fort Knox will issue to Producer a copy of any written t.echnical verification report
rendered in connection with such engagement. If Fort Knox and Licensee enter into such Technica.I
Verification Agreement, Producer shaH reasonably cooperate wftJl Fort Knox by providing its fa,cilities.
computer systems, and t.echnical and support personnel for technical verification whenever reasonably
necessary. If requested by any Licensee, Producer shall permit one employee of such Licensee to be present
at Producer's facility during any sllch verification of the Deposit Materials.
11. Bankruptcy. Producer and Licensee acknowledge that this Agreement is an "agreement
supplementary to" the License Agreement as provided in Section 365 (n) of Title 11, United States Code
(the "BanknJptey Code"). Producer acknowledges that jfProducer as a debtor in possession or a trustee in
BankrlJpt.cy in a case under the Bankruptcy Code rejects the License Agreement or t.his Agreement,
Licensee may elecT. to rerain its rights lmder the License Agreement and this Agreement as provided in
Section 365 (n) of the Bankrupl:cy Code. Upon wrirten request of Licensee to Producer Or the Bankruptcy
Trustee, Producer or such Bankruptcy Trustee sha," not interfere witJl the rights of Licensee as provided in
the License Agreement and this Agreement, including the right to obtain the Deposit Ma,terial from fort
KnOx..
12. Miscellaneou:;.
(e,) Remedies. Except for intentiona.l mjsrepresentation~ gross negligence or intentional
misconduct, Fort Knox shall not be liable to Producer for any a,ct, or failure to act, by Fort Knox in
connection with this Agreement. Any liability of Fort Knox regardless of the cause shall be IimJted t.o I'he
amorJnr. of fees exchanged under tbis Agreement Fort Knox will not be Hable for special, indirect.,
incidental or conseqlJentia,1 damages hereunder.
(b) ~JJjral Degenerat.ion: Updated Version. In addition, the parties acknowledge that as a
result of the passage of time alone, the Deposit Materials are susceptible to loss of quality ('''Na,tural
Degeneration"). It is furtJler acknowledged that Fort Knox shall bave no liability or responsibility to any
person or entity for a.ny Natural Degeneration. For the purpose of reducing the risk of Na,tural
Degeneration., Prodl.1cer shall deliver to Fort Knox a, new copy of the Deposit Mat.erials at least once every
three years.
(e) Permitted Reliance and Abstention. Fort Knox may rely and shal.1 be fully prot.ected in
acting or refraining from a,cting upon any notice or other document believed by Fort Knox jn good faitJl t.o
be genuine and to have been signed or presented by the propcr person or entity. Fort Knox shall have no
duties or responsibilities except those expressly set forth herein.
Cd) Independent Contractor: No Third Party Beneficiary. Fort Knox is an independent
contract.or, and is not an employee or agent of either the Producer or any Licensee. No Licensee is a party
to this Agreement, a.nd no Licensee shall have any rights hereunder, including, without Iim it.ation, any rights
as a third party benefrcia,ry. Producer shall make no representa.tion 1'0 any Licensee that is incOJ:lsistent with
this paragraph 12(d).
6
8/21/98
3-26-02,11 :36AM
407 304 1045;# 25
(c) Amendments. This Agreement shall not be modified or amended except by anotller
agreement in. writing executed by ljle parties hereto.
(f) Entire Am:eement. 111;5 Agreement, including a.1I exhibits hereto, supersedes aU prior
disclJssions, understandings and agreements between the pa,rties with respect to the matters contained
herein, and constitutes tJ1e entire agreemenT. between the parties with respect 1:0 the matters contemplated
herein. All ex.hibits altached hereto s,re by this reference made a part of this Agreemen.t a,nd are
incorporated herein.
(g) Countel1Jart:s~Govemjng Law. This Agreement may be executed in two (2) counterpart.s,
each ofwhicn when so executed sh:3lJ be deemed to be an original and borh ofwhicb when taken together
shall constitute one and the same Agreement. This Agreement shall be conslrued and enforced in
accordance with the Ja,ws of the State of Georgia.
(11) Confidenj.ialitv. Fort Knox will hold and release the Deposit Materials only in accordance
widl the terms and conditions hereof, and wiJI maintain tJl,e con.fidentiality oftlle Deposit Materials.
(i) Notices. AJ/ notices, reqlJCsts, derna,nds or other communications required or permitted to
be given or made under this Agreement shall be in writing and shall be delivered by ha,nd or by commercial
overnight delivery service which provides for eviden.ce of receipt, or mailed by certified ma,il, return receipt
requested, postage prepa,id, and addressed as follows;
(i) Jfta Producer:
to the address listed on the signature page hereof
(ii) Jfto Fort Knox:
Fort Knox Escrow Services, Jnc.
2100 NOJ:'Cross Parkway
Suite J 50
Norcross, Georgia, 30071
E-Mail: info@fortJrnoxescrow.com
Attn: Contracts Administra,tor
If deIivered persona,IIy or by commercia.! overnight delivery service, the date on which the notice,
request.. instruction or document is delivered shall be tJle date on which deHvery is deemed to be made, and
if delivered by mail, the da.r.e On which sucb notice, request, instrw:tion or document is received shall be the
date on which delivery is deemed to be made. Any party may cha,nge its address for the purpose of rJ1is
Agreement by notice in wril:ing to the other parties as provided herein.
(j) Smvival. Pa,ragraphs 5, 6, 8, 9 and 12 shall survive any termination ofrhis Agreement.
7
8/21/98
3-26-02;11 :36AM
407 304 1045,# 26
(k) No Wa,iver. No failure on. the part of any party hereto to exercise, a.nd no delay in
exercising any right, power or single or pa.rtie.! exercise of any right.. power or remedy by any party wjJf
preclude any other or fu,rther exercise thereof or the exercise of any other right, power or remedy. No
express waiver or ,assent by any party hereto to any breach of or default jn any term or condition of this
Agreement shall constitute a wa.iver of or a,n assent toO any succeeding brea,ch of or default in the same or
a,ny other tenn or condition hereof.
IN WITNESS WHEREOF each of the parties has ca,lJsed its duly authorized officer to execute this
Agreem.ent as OftJ1C daj:e and yea,r first i:lbove written.
Fort Knox FAcrow se~c. ~
BY:~'~
Title: Ard l1ar
H.T.E.~ INC.
By:
~L.. 72 ~
Print Name:
_Linda, M, TIlorpe
Tit.le:
.
Director ofContracfs
Address:
1000 Business Center Drive
Lak.e Ma,-y..Elorida 32746
Phone:
(4071304-303]
(407) 304- ) 045
Fax.:
E~MaiJ:
Ithof'P-erq;.htein c .com>
Attent.ion;
Contracts Department
8
8/21198
3-26-02; 1 1 :36AM
407 304 1045,# 27
III Product Agreement
t!!!?...~
Order Description
HTE VAR. L.L.C. is a Vertical VAR company and fs wholly owned by Vertical VAR, LLC and It's employees.
Vertical VAA, L.L.C, (We) agree to SIJppfy equfpmen1' (Machines) and software (Programs) to CIJstomer (YOIJ) and t.o make
available The manufacturer's software services subscriptions (SrJbscriptions) to YOIJ under the terms of this Agreement and
fJpOn receipt of a $39,000,00 down payment. Collectively, Machines and Programs are referred to as Produc1s_
The price for all ProdrJcls is sllown below. Unless YOIJ requElst otherwise and pay the corresponding charges, sll Products
are Shipped via normal ground transportation. YOIJ agree to pay the total prIce of all Products, shipping cl1arges, appllcal:Jle
sales taxes and the price for tile Subscriptions.
Machine/Program Description Quantity Unit Price Amount
15erlee; Mode' 270-2432 with 2GB Memory, e X
9406-270 17.5GB 10k Disk Drfves, 2 10/100f1000MB 1 $48,970.20 $46.970,20
Ethernet Cards, Comm Line and Inl'egrated
xSerles Server
34BS-V1Z Console 1 S607.76 $607 75
6331-M2N D Is P.l!Y. 2 $136.15 $270,30
7852-400 Modem 1 $446.25 $446.26
9810-P15 UPS 1 $1241.85 $1.24.1.85
3680-H11 L TO TaDF.! DrIve 100/200GB 1 S6143.00 $6,143.00
Windows 2000 Server. S user CAL 1 $B49.15 $649,15
5722-551 05/400 V5R1 1 $21,25 $21.25
5722-VP1 VallJPak 1 $6 ~75,OO $6,375.00
6722-WDS Webspllerl9 DElv Toolkit 1 $6,970.00 $6,970.00
5733-SM1 Software Sui:lsorlptlol'l 1 vear orepay 1 $1 700.00 $1,700,00
Extra 1GB MamorvCard 1 $3,4.81.60 $3 481.60
Extra 17.5GB 10k Drive 1 $1.703.65 $1.703.65
I Total Price Excluding Shipping Charges and Sales Taxes:
$78,780.00 ,
ThIs Order Description and the Additional Terms on page 2 form our complel'e agreement (the "Agreement") regarding l1,ese
Products end the Subscriptions and replace any prior oral or written comml;nication between IJS. In addItion, this Agreement
takes precedence over any purchase order that you issue for these Producl:s or Subscriptions. By signing below, both of us
agree to these terms.
Agreed to: (CIJstomer legal name & address)
City of Port Angeles
~' ~
BY-:~ ~
..;---
Agreed to:
Vertical VAR, I..L.C.
3246 MarJan Rd.
Suite 200
Doraville, GA 3034,0
,- "':"/l
"~A..~~Qr'~:;I
..,f.ultlorlzed SIqnr;l9JrE!
Name (print): (':"L~, N N 'N I G,.IJ./ Al~
TlfJe: M A,y()R./
Date: a - ~1P - ():L~
By:
AIJt~orlzad sa.n~:I~re
N~me (print): ~"'- \ \ \ ~lL
TIlle: ~'--O\A,.^~ t~-L'-~ I.) e..
Dafe: ~O>.A-c.h. a.vJ Qtco~
Agreement Number.
REivf$ed 12-12.00
3-26-02;11 :36AM
407 304 1045;# 28
II
11!.~.,~
Product Agreement
AddjtionaJ Terms
Order, Delivery end InlitalllltlQn
T/1I~ is "' cIJstom order. If you arm:eJ an order for ProdlJCts within 10 busIness dayA prior to theIr shipment data, then yOu agraa to p"y 01'11' costs WEl
Inellr for such canceIJaUon, irte'udfng cF.lncallatlon charges we are assessed by OIJr suppliers. However, yell may not cancel an order after IMe
ProdlJdS have been ~hjpped, and you may not cancel an order for Subscriptions after they have beglJn,
We bear the risk of loGS for each Product; IJntll It Is dellv8f'9d to you. Thereafter, you BSSIJmS the risk of loss. You muat inst.all all Programs and YOIJ
mus!. ;nstall Machines designated as Customer-sel'-up i'Y tha manlJfaclJ1rer. The manufad:IJrer will ;n$f$II all other MachInes.
Within 10 businf:'ss days or their delivery, yOIJ may rel,um any Products lhOlt are deleclive on arrival and cannot be 'nstalled Otherwise, If you wish
to return any Products whlcl1 are l'Iot defective 61')r;1 have never been Installed, then yOIJ mUFlt firot obtain our wrlltan consent and agrfl6 to pay Clny
retum charges we ere asse6sed by OIJr suppliers. Some ProdudS may nOl be rl:'bJmable. FollowIng 11'1elr installation, you may only retum ths
Prod'Jcts Imder lha prwisions of thl} manlJfac1'Urer's warranty.
1110 Products shall be delivered to CIJEltomer wIthin thlr1y (:30) days 01 tile axeclJtion of the Agf't9rtJment The HTE Application Boff.ware shal' be
instalfed wjt~ forty-five (45) days of the elt8cullon 01 the A~raemp,nt. .
Pa)'m~nt llnd Asslg"mont
You agree 1'0 pay appJiCl;lble aal~ t.axes or supply exemptIon doclJmentation. You are responsible for parsonal prT:lperty taxes for air Product; from
/hB dat9 lt1ey al18 shipped lo yolJ.
We Invoice the Products when thay are shipped. We fnvolcB SUbscriptions when Ihey are processed. We wilt epply your down payment to the
InvoIce amount (the ./nvolce Amo!Jn!"). which wHllnr.:rude the price of ProdlJeta ,:JhJS ~hlpp(nGl charg9s and applIcable seles t.alCes llnd th... prica for Ihl}
$IJb$Qipl)Qn. The balaflCt:! of1he Invoice Amount Is due within 30 days of the Invoice date. Amounts past. due will be 8!i;ses&4!ld a I:!te payment
c::h."lrgG of f .S"/o per month, which you Bgree to pay.
Ntl'lmstlvely,yr.ll.l may assign your o",ioalion t.o pey the Invoice Amount to tho 113M Credll: Corporation (lCC) , You agree to sIgn an Ice CsrtJfieale of
Acceptance. acropllng ProductS wil'hin 10 daya of their dellvory and aecepllng the SIJbscriptlon9. The Ice Certificate of Aeeeplance r.:onamlJ1;fl3
payment To us of fl~e lovolI,e Amo,mt. We will return your down payment, net of any csncellatlon or mtJJrn charges, 1N?Ien we recelVA payment. from
ICC. Other than this 13xpress permission, you msy not aAslgn, or otherwlsa t.ransfer, INs Agreement or ytlIJr rights und9r It, or delegate YOIJr
obligations, wl!tlOUf our prior wrItten consent, Any Ellt.empl to do so Is void.
Title and Lie!!",:lI
We Iralnsfer til'le to Machinee to )'OIJ wl'en we (a) racelve ti'le 1'o1:al Invoice AmolJnt due and (b) yorJ return any removed parts Ihet Deeorlle OIJr
properlY during e feet'Ara or moder upgrade. The eppUC<ltlon, use and other A5pecte of lt1e Programs and the Subseriplkms are sofely govemad by
the terms and condlUons of the applfcebre agreement. I)elween you and the manufacturer,
If yofJ fall to pay the InvoIce Amount, Includll'lg lata payment cI1arges, then we may remove end repossess (he M~chinl3 without notlca or demand,
and we may r9qU9st the mElnufactlJrElr to cancel the Program I/ct;lnse or Subsl:l'iprion,
Warranl;y
Arl Wl:Imtmie5 with regard to tho Products or !he SIJbElcrtptlons ere provided dlrecl'ly by ll'1e manlJfar.:turer to you. WB warran~ only ttJat we are
<IutJ,orized 10 supply ProdlJcl:s and the Subscrlpllons. THESE WARRANTIES AAE YOUR exCLUSIVE WARRANTIES AND WE MAKE NO OTHER
WARRANTIES OF ANY KIND, EXPRESS OR IMpUED, INCLUDING, BUT NOT IJMrrED TO, T1iE lMPUI;D WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICUlAR PURPOSE. We do not warrant unlnterrlJptud or 81T0,..free operation of any
Product.
L1mftatlQ" of I-fllblllty
rf Yr.ll.l em entltl9<lto recover damages from IJS, Ir'I each Instance, regardlesA of II1e basis on w hieh damages can be claImed, we are liable /Jflly for
ae1\lal damages ~IJ3ad by a Product In an amount no ereater !l1an the price you hElve peld for the ProdlJcI: that Is the subject or Ihe dalm. Und!!r no
circumstanclIs are WlI rasponslble 10r (a) 10115 of. or damage to, your programs, records or d3ta; Qr (b) specIal, 'ncfdenllll',
(;Qnlloquent/al or ether indirect. damagelJ (Ineludlng lost profits or savings). evon If we ar4J Informed of their pO$s'blllty.
OlspIJt..
This Agreement aharl be gOVl3med Py laws of th9 State 01 WAShington. Prior to eIther party commencing ar'ly legar actIon under this Agreemenl. ll1a
partle9 agree to try In good f~lTh, to settle any dfspvte am/C<lbly between them, If a d;AplJt'" haa not. te",n settled after forty-five (45) dllYA Qf good-
""1111 negotiations and es may be otherwise provIded h6r~fn. then ell'her party may commence legal ac110n egains1' !he other, F.I;lc:l1 party her610
~grol!ls to submit. to the personal jurf5diction and yenUe of the srafe eM/or fAderal courts In or for Clallam COIJnty, Wf.lshinlon fa resollJllon of all
dfsputes in connection With this Agrr3@menl
Revised 12.12.00
3-26-02;11 :36AM
407 304 1045;# 29
Product Agreement
R4IIIatlon with HTE, 'nc.
VerTical VAP. end HTE, Inc. e Florida r::orporallr.m, al'9 a parl'nel'l3h;p teSIT\ tha~ has agreoo 10 provIde e fotal $yEltems ~'vfJon as roqlJosted 1:11' 1l'!e City
In ;/$ ReQI/Elst fgr Proposals.
SubContractors
Subcontractors will have current cert'lflcetlon from IBM r,o work on Customer's I,art!ware,
Rev/sed 12-12-00
3-26-02;11 :36AM
407 304 1045;# 30
Services Agreement
t!I.IJ.JiYt
f.r!2Ject DoscriDtion
HTE VAR, I_.L.C. Is a Vertical VAR Company and Is wholly owned by Vertical VAR, LLC and Irs employees.
Vertical VAR. U_.C. (We) agree to provide Services descrrbed in a Statement of Worl~ berow or in an Attachment to OJr
Customer (You) under the terms of this Agreement. You are responsIble for project management and tor any results
achieved, unless specified otherwIse In t.h~ St.atement 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 nxed-prlce ("Ffxed-Prlce ServlcGs") basis.
For Hourly Services, the Statement: of Work specltles the hourly rate, the estimated hours and estimated expenses requIred
to complete the project.. Th's estimate Is not a fixed-price commitment. ChargGs wHl equal the actual hOlJffi worked times
the hourly rate, plus actual expenses and applicable sales t.axes.
For Fixed-Price Services, I,he Statemenl: of Work specifies 1M tixed-price and estimated expenses. This expense estimate
Is not a fixed-prIce commItment. Charges will equal the fixed-price pIus actual expanses and applicable sales taxes.
Statement of Work
Project Name: ~
o Hourly Services:
OR
I:8J FI:lCGd-Prlcl) Services:
_ HO'1rs" i1~ per Hour = _ estimated Total Charges
EmD.O. Invoiced Upon Product Start
Estimated Expenses: $1.500.00 Travel & Living and _ Other Expenses
Estimated Start Date:_
End Oat9:_
Services: See
6.
This Project Oescrrptfon, the Statement of Work and the Additional Terms on page :2 form cur complete agreement (fhe
"Agreemenr) regarding these Services and replace any prior oral or writt.en communIcatIon between us, By signing below.
both of us agree to I'hese terms.
Agreed to: (Customer legal nem~ & address)
Cffy of Port Angefes
Agreed too:
Verti~1 VAR. Inc.
3246 Marjan Rd.
S IJlte 200
Doravlfle, GA 30040
By:
~
~- .-
~~~
Author zed Signature
,~~;
Name (print): ~ L~IN Ai W J ~~, Af~
Title:--M. A V /),q~
Pate: ~ - :J. f.p - O/L ~
Authorized Signatura
Name (print): ~~\ \ <OOi\-L
Title: C\ c...<:.oV'-^-\- E)(..~c..",c.A.(~
Dete:___~h_ ot~ {-d 00 ~____
Agreement NIJmbElr.
Revlser112-12-OQ
3-26-02,11 :36AM
407 304 1045;# 31
- -
II
"U"YAJt
Services Agreement
AdditioJlar Terms
BIlling
For HOIJJ1y S~Iee&, the minimum billing Increment Is fifteen 1.15) mlnIJl'EI$. Howe\IGr,lhere will be e one-hour minlmlJm for eset'i day in wI1icr-. Service$
are provided on-sIte and a flftl'l€'n (15) rninlJte minimlJm for eAch day in whiCh Services are provided by telephone. We may increase our hourly IJilling
iclW and mfnlmums by gIvIng )'Oil ttJree (3) months' wrllten notIce.
Hoorty ServIces are invoIced weekly 8S the work progresses. Flxad.Pnee Services Bre Invoi~d es specIfied In the Statement of Work. Travel I:lnd
other 9ltpenSes ere invoiced weekly using IRS mileage allowances for automobile l,ranspOl'1:allon and actual cost for all OI'her expenses.
Charges for 5~rvlc13s and expenses are due within 15 days from the Invoice date. AmolJnts pa!>t dlle Are slJbject to a late payment charge of 1.5%
per month, You agree lo pey acoordlngly.
You egreeln pay applicable sares taxes or supply exemption documentation.
PIVJect Campretfon Bnd/Dr Termination
110lJrIy Services will 6nd when we provfda tile eFltlm:>tad nrJmber of hours or IJpon the aeliml;lted project Bnd d3l:e unfe55 yolJ 3JJtl1orize addltlonaf
hourn Dr an extension of the end date. In the event that addl!lonaf hOllrs are not aulllorlzed for Incomplete project which Is provIded on an Hourly
Se.....ices basis, we do nol' warrant thaI' the ServIces wUl be completed. Flxsd-Prlee Se.....lces will end whsn the l:asks described In the Sl:alemenr of
Work are I7.lmplets.
ShOIJld ellner party fa;lto perfoon in whole or in palt any duty or oblfgatlon which il. ha9 assumed Imder lhl9 Agraement. the oll1er par1~ rllRy give
written notJcEl dElmBndlng lt1at tile defaulllng party cure ftJe default If tile defaultIng party does not cure ftJe default wllt11n thirty (30) days after
l'eceipt of rhe nolice of delsulr, the other pal'lY may r.ermlnela lhe Agreemenl by providing wrilfen notice o11he l'enrrinalio,.,. Upon l'ermll'lsllon. we will
stop OlJr work in an orderly manner as soon as prac1ical.
You agree to pay for all Services we prcvidA, all materials (Including programs. program Ul:ltings. dOI;lJmentstion. repoJ1e Dr otll6r similar worl<9 of
authorshIp) w~ dellvr;Jr and all expenses we Incur through the project's leonlnallon. Including charges we Incur in terminating subcontracts. Should
you not be saflsllad with these Services we will refund your payment In nJII
Customer ObligatIon
You agree to proY/de IJS reasonable aecesS to ~h9 premises where Services will be provided during YOllr bl~slnes& !'\oIJtS. YOIJ wi" also provide
other onsit,e cooperatIon and asslst.ance as may be fflBsonably reqlJestl3d by us. You agree to sign and deliver 10 us the Acknowledgment of
CompletIon of ServIces when the t:eslcs described I" the Statement of Work ere complele, or when we hava provided the eetfmarad number of houre
of SeNicee for HrJllrty Sarvir.es (IJnlaas addfUonal houro are ElIJthorfzed), whiel1ever comee fiP-lt,
SlJbcontractor$
We have the rfghl, 5lJbcontn!lct F.lny p.9rf. of lone Services to 8 lhlrtJ party 6"l we deem ~pprQprlab3, provided tllat, we will Jl:'main tll1lmat,ely responsible
for l:hu Sl3lvlcos, subject to the lenTIs of lhls Agreement.
ChangEls to Statllmllnts of Work
The Stetemem of WOrk may only be changed by a written Change AIJtl1onzat;on signed by 1~f.)1l1 of UB. Th~ terms of lt1a Change Ault1orlzatlon will
prevail over those of the Project Desr.I1ptlon. lt1e St.:ltement of Work and any previous Cl'!a"ge Authorlzallons.
Warranty
We warrant that we parform Services using roasonable care and skIll In QccordancQ wltn rocognlzsd standards In the Indusrry. WE DO NOT
PROVIDE ANY OTHER WARRANTIES OR CONomONS, EXPRESS OR IMPLIED, INCLUDING, 13UT NOT UMlTED TO, THE IMPlJED WARRANTIES
OR CONDmONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant unintllrrupted or error free
operatlon of any Sorvlce.
LimItation of I.Jablllt.y
In the event ftJat you EIre entitled to recover damages from us. In esel'J Insj'e"ca, regardlass o1l1'ie basis On which you ere e!'IliUed 10 claim damage5
from U(I, we are liable onfy for an amount nQ grealar than the sum of all paymenls you have mJ;lde to lJS. This limit also appl18S to liabilities of any of
our subcontractors. It Is It)s maxImum for whlcn we and Ollr eubcontreclore ere collectlvety reeponslble. Under no elreumstances 111'0 we or
our subcoJHraCT.ors raspons1bla to you or third partle$ for 1) 10$$ of, Dr damag$ to, your records Qr data; or 2) spoelal, Inclr.lun1af,
consequllrttlal or other IndIrect damages (IncludlnD lout, profits or 1il8"lnIil5), even IfwlI arelnformltd oftlllllr possibility.
Cho'ce of LawlDlsputlll Rosolutlon.
This Agreemenl shaH f;le govemed by laws of the GtBte of Wi:\shlngton. Prlor to either party commencing any legal action u/1der this Agroement, the
parflAS agree to try In good faith, IT.1 ~eltle any dl$plJte BmrcaPlY belwoon lhem. If a dispute /'Ias not bgen sa111ed after lbrly-f1ve (45) days of good-
Revised 9-13-00
2
3-26-02; 1 1 :36AM
407 304 1045;# 32
o Services Agreement
faith nagotlatlons and as may be otl1erwlse provided herein, than either party may commence legal action against the o1f1er. Each p<lrty hereto
agrfJ9S 1'0 submO' 10 the personal JuriSdiCllon and venue of tha stote andler federal courts in or for Clallam CQlJnty, Washlnlen I'or resolution 01 all
diel:IJJt~a in eOnnecffon wlth this AgrF.lemern.
Relation with HTE, Inc.
Ver1ical VAR and HTF., 11'10. a Florida corporffilon, are Il pilrl'ners'rlp team that has agreed to prtlvlde a total sY6tem6 !Solution as requested bt1l'Je City
In irs R9qlJ9st for proposals.
SubCol'ltraclora
Sl.Ibr.ontractors wIll "ave cummt cer1'lflCClllon from IBM tQ work on CIJstomar's hardware.
ReYlsed 9-13-00
3
Continue 001
RgvlSl9d 9-13-00
4
3-26-02;11 :36AM
----- - - -
I1IJ,.)!~
f,.
Attachment A
" I J~~...;.jIl-~,~s.-,,,,,,,,,,,,,,,,'w~~""'ll/JL~ItooI.l.h;lkflt,J,"""~\...:,,,t_ f
- Insta.llatlon & Integration Servfee~
$Sysfem As:mrr;mr:e
Sysr.em Order
System Technical Specifications
Network Conncetivi1y
End-User AccesF.
Ba.cl(up and Recovery RcqlJiremcnts
OtJlcr customer Deci~ion Related Jssuel>
Proactive ElTor Recovery
Corrective ActIOn Prjort.o Syst.cm
Ord CT
.Sire and Physico I Planning
Provide t,he Custom Or.' with all tJle Jnformation needed to prepare for System Jnstoll<Jtion
Frequently Asked QuesT,ions (FAQ'a)
HTE RellpOllsi1>ilit!e9 and Cm~t.omr;T ElCpecti:l1.ion Management
C1Jstomer RcsPQTlBibilitieB
Electric<J1 Requirements
Shipping Tl1srr1JCTjon~ and BiJlS-Qf-MaTerlllJ
-.181400 ,'System Jnsfa/ff1fiQrI
.HTE ApplicaTion Installarion & EnvironmenT Setup
.On-Site AS/400 Tl"(1ining
Provide B Minimum of Four (4.) HOllrll or Sy~tcm Operator Training
"'Post !TJsfalff10on Sllrvey
- Postl"Uve Instllllation Review
.System Performance Tuning &. OptimlzQforlon
Memory Pool Size AllocB1'ions
Memory Pool Active Job Values
Memory Pool Paging Values
Memory Pool Subsystem Allocation!) (sh<Jred. dedicaTed, dynamic)
Sy,;tem Pool Sj7.e AlloclItion
-Analysis arrd Adjustment afWork Management V(1lues
Total Active Jobs
Additional Active 10bs
Total Sy~tem Job~
AddJrional SY6tem Jobs
Perfonnance Adjustment Value
Time Slice End Pool
407 304 1045;# 33
3-26-02,11 :36AM
407 304 1045;# 34
III Services Agreement
t!D,,~
J'roj~ct Description
HTE VAR, L.L,C. is GI Vertical VAR Company and is wholly owned by VertIcal VAR, LLC and it's employees.
Verticaf VAR, I..I.,C, (We) agree 10 provide ServIces described in a Statement of Work below or fn an Attachment toO OJr
Customer (YOIJ) 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 YOIJr
purchase order,
ServIces are provIded and bUJed eIther on an hOIJrly ("HoIJrly Services") or on a frxed..prJce ("Fixed-Price Services~) basis.
For Hourly Services. the Statement of Work specifies the hourly rate, the esUmated hours and estimated expenses required
to complete the project. ThIs est'lmate Is nol' a fixed-prIce commitment.. Charges will equal the actual hours worked limes
the hourly rate. plUG actual 9XpenSQs 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 f1xed..prlce commitment'. Charges wiIJ equal the fil(ed.price plus actlJal expenses and applicable safes taxes.
statement of Work
Project Name: HTE ASf4DO Technical SulW.2l1lJn~Jni
D Hourly Services; _ Hours x ~.lliJUl per Hour = _ Estimated Total Charges
OR
i:8J Fixod-PricG Servieos: $5.00Q,.OO Invoiced Upon Product Start
Estfmated Expenses: Travel & I.lvlng and _ Other Expenses
Estimated Start Data:_ End Dat,e:_
Sontlces;
40~"J~~hnk5!~,g~
ThIs Project DescriptIon, the Sta1ement of Work and thQ Additional Terms on page 2 form our complete agreement (the
"Agreement") regarding these Servicss and replace any prior oral or written communlcal'lon bel'Ween us. By slgnfng befow.
both of us agree to these terms.
Agreed to: (Cu~t()mer legal name & address)
City of Port Ang&/8S
Agrsed to:
Vertical VAR, Inc.
3246 Marjan Rd.
Suite 200
Doraville, GA 3004.0
By: ~~~.;
________ Authorized Signature
Name (print): a J P: M N \AI I ~I4J ^' .:>
Tltre:J/J.AYDIL
Date; 6-~1b ...a~
,,~;//'
Authorized SignallJre
Name (prInt): ~; \ \ Do 1\-<"'"
Title:~ (..,OIA.I'\.-\ &4'-(..\,o(,.~' !J~
Dal'e:___~~_~~,;)-o 0 OJ..
Agreement Number:
R8VlsQd 12.12.00
3-26-02,11.36AM
407 304 1045;# 35
a Services Agreement
"'I..~V!'
Additional Tenns
SlUing \
~Of HOIJrly Servll;8S, the mlnimlJrn bflllng increment is fifteen (15) mInutes. HowBVGr.l'here wHl be a one-hour minimum for eechday in wh,,~h $ervfceR
are provided 01"l-sI1'9 and a I'111:e9n (15) mInute minimum fbr eech day In whll;n Services ate provided by telephone. We m~ Increase our hOIJrfy blfRng
rata and minimuma by giving yOlJ three (3) month!;!' wrtt.1,en notice.
Hourly Services EI1'9 InvoIced weekly as the warle progresses. FIxed-PriCE! SeNlces ere invoiced aa apeclfied in the Statement of Work. Travel and
othar s)(penFleFl ere Invoiced weekly IJFllng IRS mileage allowances for lllJtomobflf.l transportatIon and actual cost for all other 9XpenGllS.
Ch~rges for Servloes and expenses are duf.l within 15 days fro", the Invoice d.al'G. Amounl's past due ere sul:ljee1 to a lele payment chaf!lEl of 1.5%
per month. You llgree to pay eccordlngly.
You agree 10 pay appllcabla salas taxes or supply exempllon dOOIJmentaUon.
proJoet Completion andforTl!lrmFnatlon
HorJrfy Services will Mr.I when we provIde r.h" eeltmated nlJmber of hours or upon tile esllmatad project end date unless you authorize additional
hours or an eK1:ensiol'l 01' the end date. In the even!: ther addllJOl'lsl hours ara nol authorized for incomplale 1)roJac:t which Is provIded on an HOIJrly
Services b8sia. we do not warrant that the Services will be completed, Fixed-Price Servll;es will end when the t.asks described In the Slaooment of
Work are complete.
Should ellher pany fall 10 perrOn'll In whole or in part any dUly or obfrgal'lon whiCh It "as essumed IJncfar fl'liS Agreement. the oltler party may give
wntlen notice demendlng lhal tl,e defaulting parly cure 1I1e dafalJlt, IF tile defalJltfng party does not CIJrE' the default within thIrty (30) days after
receipt Of the nollce of dElferJlt, the other perty may terminllfe the Agreement by plTJVldlng written nolloe of the terminatIon. Upon terminatIon. we will
stop our work In an orderly manner as soon as pradlcal
You agree to pay for all Services wa provrde, all matarlals (Including programs. program "slings, docum9n~tlon, reports or olher similar werler; of
authorshfp) we deliver and all expenses we Incur tl1rough I'he project's lermlnetlon. fneludfng eMrges wa InCIJf In ~enninafJns slJbc:ontrActa. $hOIJI(J
you not be satisfied with these SelVlr.es we will refl~nd YOlJr payment in flJII.
Customer Obligatio"
You agree to proyide us reesonable access to the premises where Services will be provided during your blJsloese hours. YOu wi! also pi'O'tlde
other onait.e c:oopera1ion and asslsfanca as may be reasonably requested by ua. VOIJ agree to sign and delivar to us lt1e Acknowledgment of
Complet.fon of SeJVices when the taFlkl> described in the Staternen~ of Work are complete, or when we have provided the esllm;JtEld number of hOlJrs
of SerIJ/:;es for HOllrfy SBJVlr.es (unless addItional hOlJrs are authorIzed). whlchevl!!lr comes first
SIJbcontractora
We havB Itle rIght subcontract any part of ItJg Servlc9s to a third p<lrty as we deem appropriate, provIded that we will remain ultimately responsIble
for Ihe ServIces, subJec:l to the farms of 1.l'l/s Agreement.
Chllnges to Statements of Work
The srsr.emenl: of Wortc may only be cI1anged by e wrll'ten Change AIJlnorlzation slgnad py both of IJS. The tenns of the Ct'tAnge Aut~or;zl;l!ion Will
prevail OVrilr lhoS9 of II'" Pro/Get Dl9scrlpl'lon, th9 Statement of Work end any prevIous Change Aul'hartzellons.
warranty
We walTant that we perform ServIces using reasona/.lfe carg and sleUI In eccordance wltl, recosnl~ed standards in I'he fndu~I'ry. WE DO NOT
PROVIDE ~y ontER WARRANTIES OR. CONOmONS, EXPRESS OR IMPLIED, INCLUDING. BUT NOT IJMlTEO TO. THE I~PIJEO WARRANTIES
OR CONDmONS OF MERCHANTABILITY AND FITNESS FOR A PARTJCULAR PURPOSE. WI) do not wamlnt unlnterrtlptDd or grror frDl'I
operation CIf any Servlo:o.
Limitation of Liability
In the evenllhet YOIJ ere enlif1ed to reeoV$r dameges from ua, in each int'ltancEt, r6Qardle66 of the basis on whIch you are entltlod to cralm dam€lges
f/'Pm us, we are liable only for an amQunt no greater Ulan tho sum of ell payments you have made to us, This limit E1lso applies 10 li<lbil;!ies or any of
our subeonl1Sc:tors, Ills Ihe maximum for which we and OIJr eubr.ontrac:tor$ Eire collectively responsible. Under no clreumstances ~trlJ WI!} or
our Bubcontractors r8apoOlllbr" to you or tl1lrd partIes for 1~ los8 of, or d19nulIgl!I to. YOlJr r&~ord!l or d:lt19; or 2) spocl191, Jneldarrtl:!I,
eO",ll~qUlmtlar or othsr indirect damages /incrudlng IOQl profits or ssvlngs), eV81l 'f WEI ara Informed of lhelr posslbllJty.
Choll:l! of Law/DlsputD Rssolutlgn.
This Agreement shell be govemed by lewe of ths S~te of WF.lllhlngton. Prior to either party r.ommenclng sny leglllaction IJnder fhls Agreement, Ihe
pertie& IOIgrea I/;J Iry jn 13m relth. r" ~ett'e any dlsplJt.e amicabry bef:wl:ten them. If a dispute has not been sell'led aner forty-five (4,5) deys of good-
fallh o6r;lQtltllioos and as may be otherwise provfdtJd herein. !hen either par1y may commence legal action e(JF.linRt the olher. El;lCh pArty her~to
Revlsoo 9-13-DO
2
3-26-02;11 :36AM
407 304 1045;# 36
Services Agreement
egroos .'0 submit 1'0 1119 person;:,ljurlsdlctlon and VenUQ 01' the sta11:l sl'ldlor federal courts in or for Clairei'll CotJnty, WelOhlnton fer resolution of all
diepr.rt.es in eonnaeliol'l wi1h ItJls Agreement
Rollltlon w1!,h HTIE, Inc.
Ver1,ical VAR lilnd I-lTE. Inc. a Florida corporellon, are F.I partnership wF.lm that has agreed to provide a tolal sysl13ms solutIon as requested bt I'he City
In Its Request for Proposals.
SubContractors
Subtxmtraetora will have Cl)rraot cerl,iF;ealion from 113M to work on CIJstomer's hardwam,
RevIsed 9-13-00
3
3-26-02; 1 1 36AM
407 304 1045;# 37
III Services Agreement
t!I1t~
Acknowledgement of Completion of ServIces
Customer hsreby acknowledges that tl1e Services requlrl;ld to bEl provided under SarvlCQs Agn3l;1mem No. __ have
been completed. end such Services are hereby accepted.
[neme of Customer]
r3y:
Name:
Title:
Pate:
Revised 9.13-00
4
3-26-02;11 :36AM
407 304 1045;# 38
II
~r.~..~
Attachment A
HTE Supportline Services
HTE AS/400 Technical Support Line - 1-800- 695~6915
HTE SupportHne Services
HTE offers a vsriety of Supportline Services designed to enhance your tots I sys1.'em investment In HTE
Application Software and AS/400 hardware. CombinIng detailed knowledge of the operating parameters
of HTE Application Software wIth extensIvB system expertise and a broad range secondary support tools,
our System Consultants are fully trained help you quickly Identify and resolve problems affecting your
ability to serve your customers.
Solutions Overview
ASf400 Technical Supportline
Basic telephone support for 08/400 and iSeries (AS/400) operations and basic HTE Menu
Driver usage,
Custom PremllJm Support Line Contracts
Provides a premium grade service with added support, monitoring, and resolution options.
Pricing varies based on service goals.
Advanced Consultation Line
AS/400 Consultation - This is a custom service provided on an as available, scheduled hourly
basis. Typically used for test environment creation, menu driver implementation advanced
system recovery, system crean up and basic performance evaluations. Currently available on a
$125/hr, as incurred basis only.
PCfNetwork Consultation
This is a custom service provided on an as available, scheduled hourly basis. Typically used for
advanced system recovery, general implementation advice, and advanced router configuration
and troubleshool:ing. Currently available on a $125/hr, as incurred basis only.
Service Hours
Non-emergency support is provided Monday through Friday, excluding holidays, from 8;OOam to
8:00pm Eastern Standard Time. Urgent support is available 24 hrs a day, 7 days a week,
including all holidays.
While hardware, operating systems, and application software provide a greater level of refiability
that ever before, the increased complexity in today's multi-vendor computing environments can
make Identifying and resolving a problem difficult and time consuming. Adding an HTE support
line contract provides your organization with a crucial link to the specialized technicaf resources
3-26-02,11 :36AM
407 304 1045;# 39
II
:HI'&: VAIl
. l:r~'~,-r-' Attachment A
needed to keep your systems up and running, or to restore service as quickly as possible in the
event of a f'8i1ure.
ASf400 Technical Supportline
Standard ASI400 Supportline ;s an HTE service to designed to provlde ctJstomers a single focel point for
ASI400 system-related Issues. TIle HTE Technical Support Une provides assistance with technical usage
questions for system software such as, QueryI400*, Client Accessl400, and TCPIfP. We'll help you,
decipher error messages and choose the appropriate options for working in your specific environment.
We can also guide you with questions YOIl may have regarding system software Integration with HTE
applications, such as usage questions regardIng HTPs Menu Driver Utility.
In addItion, we offer assistance with the basic operational ta51<6 you'll need to keep your AS/400
running on a day-tD-day basis such as:
Proper response to system messages Is It really okay to ignore that message?
Dealing with security and profiles How wIll changIng security options affect my users?
Device set-up and connectivity issues The manual says this printer S/70uld work, but it doesn't[
Verify bacKup and recovery options Will my current backup commands a1/ow me to recover
my system In the event of a catastrophic failure?
Relating basic system software and hardware upgrade planning issues How do I request
Operating System Program Temporary Fixes? What's Involved In a CISC..to~RISC conversion?
Assistance with hardware problem notification and management to third party vendors My OS
vendor says the problem's with my application and myapplicaflon vendor says It's my OS!
System software problem diagnosis and resolution assistance /-fow can I notify IBM of a
suspected Operating System bug?
Most importantly, we can do all this with direct Extranet or dial-up support to your specific
environment on your AS/400. No other vendor can offer this broad a range of support in a single
contract!
Service Hours
You can log a support issue, check on the st.atus of a current or past support issue and check
and order available PTF's 24 hours a day, 7 days a weeK, 365 days a year via MyHTE, a fully
functional web based system available free of charge to all supported clients. Standard
telephone s~port is provided Monday through Friday, eXCluding holidays, from 8:00am to
8:00pm, Eastern Standard Time. To meet your critical system needs, urgent support is provided
3-26-02,11 "36AM
407 304 1045;# 40
a
HTE VAR
~~"h_ Attachment A
24 hours a day, 7 days a week, including all holidays with a 30 minute first response target. 1 Our
Initial response may result in the resolution of your request or It will form the basis for
determining what additional actions may be required to achieve technical resolution of your
request. HTE strives to achieve technical resolution of all requests wit.hin 24 hours and will work
with you until technical resolution of the request is achieved.
Call Target Target
J:Y.oe Response Resolve
Uraent 30m 4h
Medium gOm 24h
Low 2h 24h
What You Get:
Access to 1-800 Support Line
Access to I-fTE's Internet-based electronic request logging/tracking system
Access to HTFs FAXBack Support
Access to MyHTE On~lIne Solutions Search
Access to Extranet or Dial-In Support (depending on configuratfon)
Requirements
High speed Internet connectivity for Extranet support (additional requirements apply)
Dedicated ECS 56k Modem and phone line (minimumf
2 Primary Contacts3
Single System/Single Server
Service Goals and Recommendations
We'll do our best to resolve a problem remotely, but some issues, especiaHy those involving a
hardware failure. eventually require o~slte support. HTE's Support Line Services are designed
to assist you and your named technical staff in t.he identification end resolution of the general,
short duration types of iSeries and PC/Network problems described in this document. They'll be
times when you'll need services that go beyond the scope of the Standard Support Line contract.
Here's are some of the services that you may wish to investigate to fully protect your valuable
Investment in hardware and software and meet the needs of your cLStomers:
On-site IBM ISeries Hardware and PC/Maintenance Contract
A hardware failure can be expensive and Ume consuming to resolve. HTE can arrange for
service contracts with quality vendors to meet your system and network service needs.
1
Defined as system down. or c:rirJcel pro:llSS failure
2 HigtI speed options available
~ Addl1lO1'lal contacts, syslllm and st!Pfflr coverage available
3-26-02;11 :36AM
407 304 1045,# 41
- - - --
II
l1n:rA~ Attachment A
Advanced Consultation Line
This service is designed for those items with which you haven't tl1e time or expertise to handle
on your own. This Is a custom service provided on an as-needed, scheduled basis. Typically
used for services such as test environment creation, menu driver implementation, advanced
system recovery, system clean up and basic performance evaluations, when you want to say
'Just do It for me!'
Custom Premium Support Line Service
Do you need direct end user support, or dally system monitoring? Are you interested in regularly
scheduled system clean ups, or regularly scheduled performance tuning? Are you interested in
continuous system administration? HTE's Technical Support. Services group can clJstom design
a cost-effective solution tailored to meet your particular service goals.
3-26-02; 12'07PM
407 304 1045;#
2
lITE, Inc.
SYSTEM CHANGE REQUEST
Cl..I.ENT:
Port AD eles, W A
SCR NUMBER: 2002-3511
APPUCATJON: Ant..Q Fuel Tnterface
DATE: MaTch J 1.,2002
REQUEST DESCRIPTION
PllrDOS~ nf SCR.:
Develop ~ecjfic Autnfuel programs t.o ccm....crt clients AU10flicl d8.T.l!. file 10 HTE'!l (FM) Fleet Management} PrJl'Clla5e Inventory ~ysll:m.
Dutil RcQllireml:1lbi:
Data l.o be: converted mllst be ptOvidcd I)TJ JBM! AS400 compatible media. File layol)t.~ whh field descript.lon~ must be provided for each file tllaT is
toO be converted. TI,e ~b1I.ctir.m ofT.extual d.llfll string C4Jl1b;nf, intr:l separate fixed data fields is not provided. No tJelimited filCl$ will be Ilccepted. A
primary key must be idcntificr.1. including 011 (He reJ8tiQnsJJips TO Insure a 51Jccesllful completIon ofthe CQnversion.
Clicnr: wm be respon!>ible for the uploading ~l'Jd !1onsferring ofth~ vendor's fuel transBction file 10 the AS/400. The lrnJJsactions will be placed in a
file called 'RA WTRANS' that. will reside 111 the HTEMOD librnry.
Exdllr60mil tel) <:oDVel'slo.!ll
Upon cmnpleti01l of c011VJ:11iion, the c1ietlt will be rc,.ponsible for the review and validation of AuroOlel defs.
A knQWkdgeable primary contact mIJS! be made avmlable fO fs(;Hil.atc rhe ConVerslOll ptOCcss.
11,is con~IOn e:ltimatc is based 1I'pon the information BvaHabte to riTE ot tllii'! time. Upon receiving additional eDT/version informetion 80d ooce
the eonven;ioo an~lysis h~s been done, addillOJJall7i11ablc lJou1S mllY required. Customer ol'J'1"Ovnl vja IIn addendum SCR will be secured before Ilny
charge$ in ~ess Qftllis SCR are jl1(:u1TCd.
This SCR is a supplement to the c;xisting HTE Agreements and Supplements exeelJt.cd bcrween lITE nnd you. Unless otherwise sml<<l. all their
t.crrns and condirJons shall rcmll;n in effr.f.:t and Ilpply 10 this SCR.
CLIENT Alm-JORJZATJON: )(.
RE UESTED COMPLETION DATE:
'NSTRfJCT10N$:
11
2)
S)
4)
5)
Slgl"I <lnd copy for your reOOl'd$.
Retum Qrigin;;!' I.'lfgne<l copy '.0 HTE, Ino. -FINANCE/ACCOUNTING DEPT.
CQ&r. Is guaranlsed fDr 30 da)'6 from tl1e dato a~Ove
On sHe fn6~1J3tlon <Jnd traInIng Is not il1ChJded In cost unless apecffled <lbove
If this sire IG under HTF-'e lTlodfficatlon malntsnanC8 Bg/l3ement. fhls modfrlcallon 'IV111 aut.omatlcally bG put under the plan as wall. StrQ'Jlr.r you requll19
further Information reg<lrdlng I-lTE'G modification m3lnten<lnm agreement plem;o conlaet HTE'a Oper<ltlons Depal'!menl lOll (600) 1'27-0089.
INVOICE -
All billIng for t"':il requlJst will refer to the SCR numbar located at. top rIght of ,,,,$ form.
· Pleslle remit 50% of total cOSitwlth s'gn~d SCR Worl< (;3nnot f)egh., um" 50% payment Is receIved.
Prlr.:os am quoted In IJ.S. dollllrs.
3-26-02; 12:07PM
407 304
1045;#
3
([)
HTE, In.c.
SYSTEM CHANGE REQUEST
CLIENT: Ci1y of Port Angeles
SCR NUMBER: 020301.9
APPI..IICATJON: Land/ParccJ Mana.gement
DATE: 03/11/02
REQUEST UESCRJPTION
P" rPo~e (If SCR:
To analyze client's selecr.ed data files F.l.nd discuss data mapping requirements, and develop programs r.o convert clients data
files to t.lle HTE's (I.-X) taJld Parcel Management system
;rile scone oftJdllJ'Jroiccl: will indlJde th~ convers/oo OftJIC follow!n!! data entil:ics:
· Create Imique pa.rcel key.
· Create alternate 10.
.. Create one consistently formatted main situs address.
.. Owner and owner's address WillJ possible two lines of address.
.. Zip codes - It is the client's responsibility to populate the zip code file with city, stare and zip code.
.. Create zoning information using zone, propcrry acreage, subdivision, township, inside outside code, Elnd property code.
Current codes in d1C client's da.ta. files will be used.
· Creale five user defined or miscellaneous codes. Sub codes will not he inch~.ded.
.. Lega.I DcseripljoTl-llle data cannot wrap around below lhe key field.
· Ineludes a periodic updare process ift]1e input data nles do not change. Jfthe data tiles change a new billable SCR will
be created.
· History ofparceJ splits and combines will not be converted.
.. Valuations will not be included.
.. Reports produced will include error as well as accepted detail records with summary options.
.. Processing options will include the abjJjty to edit or update. 11Je abJli1:y to update the main owner and the main owner's
address wjJJ be ava.ilable.
.. Includes an update process if the input dat.'3 files do not change.
Data Reqldrements:
CHent input files must be in an JBM compa1ible fomat, and on IBM compatible magnetic media.
Client input files musl: contain fixed length fields and ti"ed record lengTh format.s.
E"dulliDIJ~ to conversion CO.M eJ'iH.matc above:
Does not include llny address matching.
The esTimate provided herein is in good faith, and based on limited knowledge and condition of the client's da.ta files. Upon
completion of the requirements analysis phase, EI revision of the estimated hOllrs may be warranted and require a. revised SCR.
TIle same primary cOn1act will be required throughout the conversion process.
HTE will not be responsible for loading current or future data roO the client's AS400.
A common parcel key is required to link a1l dat.a. files thaI' will be converted.
This i5 a one-time conversion, and will nol: he run after client's Qocopt.ance and "00 Live",
Progrnm changes or addilions to tJJe LX conversion after the "Go Live" for any land-based application will result ill an
additional billable SCR..
Data correction is not parI' of the SCR and will not be HTE's responsibility.
10f2
- J -
407 304 1045;# 4
,
UTE, In.c.
SYSTEM CHANGE REQUEST
TIle cQrrection ofaddresses will be the clienes responsibility.
For example:
Jfanotber application 'las populated tJJe land file 1init~ and the address miltch. The client may require address data
correction before tJ1C conversion can take pla,ce, or afl'cr 1110 conversion locations may need 1'.0 be changed miaDua/Iy
to the "mein" location.
Addresses thaJ are not "Main", such as related to "Main", unrelated to "Ma.inP~ will not be CI.lnvcl1'ed.
Intersection ad.dresses will not be converted.
An RPG compiler and SQJ.. ml)st reside on cUen1.>s AS400.
Microsoft Access ma,y be used fOT data mallipulati011_
Changing input fifes once the progrllmming has beglJJJ will rcsuU' in ltn additional billable SCR for rewl)rk of the
conversion programs.
20f2
SCR NUMBER - 0203019
Conditions of SCR:
INSTRUCTIONS:
1) Sign and copy for our records.
2) Return a faxed, signed copy t.o HTE: (407-304-1006) with PO number.
3) Return original signed copy to HTE, Inc. -FINANCE/ACCOUNTING DEPT.
4) Cost is guaranteed for 30 days from the date above
5) On site installat.ion and training is not included in cost unless specified above.
6) If this site is under HTE's modification maintenance agreement, this modification wHl automatically be put.
under the plan as wen. Should you require further information regarding HTE's modjficetion maintenance
agreement, please contact HTE's Operations Department at (800) 727-8088.
INVOICE -
· AU blUing for this request will refer to the SCR number located at top right of this form.
· Ph~ase remit 50% of total cost with sign@d SCR Work cannot begin until 50% payment Is rec@ived.
· Prices are quoted In U.S. dollars.
TOTAL
HOUR.S:
$1 ~soo.oo
rITE. inc. CONFIRMATION:
12 U;C)L-
CT.,TENT AUTHORIZA nON:
REQUESTED COMPLETION DATE:
.2.
407 304 1045;# 5
HTE, Inc.
SYSTEM CHANGE REQUEST
CLIENT: City of Port An~eles
SCR NUMBER: 0203020
APPLICATION: Building Permits
DATE: 03/1.1./02
REQTJEST DESCRIPTION
~ose orSeR:
To analY7.e Client identified da1.et files from the client's exiSl'ing Building Pennits Application system and develop customi7..ed
conversion program51.o successfully convert identified dat.a elements to HTE's (BP) Building PeJTJJits Application.
The scope of this l!!:2iect win Include the convcrsloJl or the fonowjnl! data eJJtities:
Convert basic infonnation currenlly heing tracked to liTE's BP Applicalion files listed.
· Contract Mast.er, Contract MisceIJaneous 1nformation
~ AppJica,tjon Master, Mi.scel1aneous Application Infonnation, Application Description of work file
· StruCtufC Mast.er File. SmJcture TnfQnnadon file
~ Temporary CO data file
· Penn it Mast.er File, Component Cbarges
· Inspection Mast.er file, Comments. Resull.!>
· Receipt's Master File, Detail
· Charges Master File
· Names Mast.er File
Data Reqlliremcnt'i:
CHent input files must be in an rSM compatible romat. and on IBM compatible magnetic media.
Client input files mus! cont.ain fixed length fields and fixed record lengtJl fonnats.
l,of2
INSTRUCTIONS:
1) This document must be signed and returned wIthin 30 days of receipt. This quotation is only valid for 30 days.
2) Return a faxed, signed copy to HTF- (407-304-1005).
3) Maintain a copy for your records.
4) Upon receipt of the fax, it. will be processed through the HTE AccolJnting Department for invoicfng.
INFORMATION
5) On site installation and training ;s not IncJuded in cost unless specified above.
6) If your organization has e modification maintenance agreement ($1 aD. DO/modified object), this modification will
become part of t.he plan.
INVOICE -
· For billing inqurries regarding this SCR, please use the number located at the top right of this form.
. prease remrt 50% of tho total cost to HTE's Accounting Department refenmcfng this SCR #. Programming
wUl not begin untir the 50% payment is received,
· Prices are quoted in U,S. dollars.
3-26-02; 12:07PM ,
407 304 1045;# 6
HTE, In.c.
SYSTEM CHANGE REQUEST
Exclusions to ~()nver8ion eost e~thnate flJ)Ove:
Other data elements that are not included in tile above data, files will be an additionally charge.
The client wiIJ creal'c codes files during lITE training.
11,is is a om~.T.jme conversion tJ1at will not include any update functions.
Any addresses that do not have an address march in the J~nnd Management system will be assigned a generic loca,tion lO.
No addresses wjJJ be creal' cd in HTE.'s Land Managemenl: system.
Tbe cstimat.e pn>vided herein is in good faidl, and based on limited knowledge and condition of the client's data, files. Upon
completion ofthe requirements analysis phase. a. revision oftbe estimated hours may be warranted :md require 3 revised SCR.
The same primary contact. wi/J be required tJuolJghout the conversion process,
lITE will Dot be responsible for loading current or future data to the client's AS400.
This is a, one-T.ime conversion In live, and. wjlJ not be nm after client's llccepl'anc:e and "Go Live".
Program changes or a.dditions to the BP conversion after the "Go Live ofth/s data source wi/! result in an additional bi/Jable
SCR.
Data correction is not part of the SCR and will not be HTE's responsibility.
TIle correction of addresses will be thc client's responsibility.
For example:
If a.noTher application bAS populaled the land file firsl', and the address match. TIle client may rcqlJire address data
correction before the convcrsiOJJ can take place, or after the conversion locations ma.y need to be changed manJJaJly
to the .'main" location,
An RPG compiler and. SQL mlJst reside on client's AS400.
Microsoft Access may be uRed for daw manipulation.
Changing Inpur file!, QJJce the progrllmmipg has begun will re~JJ't In an addItional bmabJe SCR for rewor" of the
conversion programs.
2of2
TOTAL
HOURS:
SCR NUMBER: 0203020
$ 15,000.00
HTB, inc. CONFIRMA nON:
/2., Zf)f) '2--...
CLIENT Alm-fORTZA nON:
~
REQTJESTEO COMPLETION DATE:
INSTRUCTIONS:
1) This document must be signed and returned within 30 days of receipt. TI1;s quotation Is onry velid for 30 days.
2) Return a faxed, signed copy t.o HTE (,4.07.304.1005).
3) Maintain a copy for your records.
4) Upon receipt of the fax, It. wIll be processed t.hrough the "HE Accounting Department for InvoicIng.
INFORMATION
5) On site installatIon and t.raining is not included in cost unless specified above.
6) If your organization has a modification maintenance agreement ($100.00/modified object), this modification will
become part: of the plan.
INVOICE -
· For billing inquiries regarding this SCR, please use the number located at the top right ofthls form.
· Please remit 50% of the t.otal cost to HTE's Accounting Department referenCing this SCR 'II. Programming
will not begin until the 50% payment is received,
· Prfces are quotl!d in U.S. dollars.
3-26-02; 12:07PM ,
407 304 1045;# 7
,
lITE, Inc.
SYSTEM CHANGE REQUEST
CLIENT: City of Port Angeles
SCR NUMBER: 0203022
APPLICATION: Customer Informa.tjon
DATE: 03/U102
REQUEST DESCRIPTION
~UTVQSC of SCR;
To analyze client-identified data files from the client's existing Utility bjIJiJlg system, discuss d<lta mapping requirements,
define a conversion specjfjca,tions document and develop cIJ~1.omized conversIon programs to sllceessfidly convert identified
data, clements to tJ11: HTE Customer Jnformation System (eX).
De--,'1cope of this Droiec:tjJJcll.dc:s the cOl)ve.rldon of l:he followjJJ.l!..datfl elcmel1ts:
I" Location - Service f,l,ddress (mal'ching 1'.0 existing Land Management Joea!iol1s), services aI' location, ta.xes, Miscellaneous
infonnation
I" Customer Tnforma,tion. Name, malling address, services billed, deposits (including rcfund:s)~ bank draft information,
recuning cbargcs, credit history, budget billing. and mjsccll3ne01J~ ClJstomer information.
I" Met.er Jnventory - JnchJdes assigned, wareholJsed mcteT5 and associated devices as weIJ as multiple meters on a single
service.
.. Detailed Consumption and Reading History
· DetajJed Accounts Receivable
I" Der.ailed Billing History
· Payment History (Header only, no detail)
I" FOn/lord addresses
· Seven services
or Create up to ten eternally de3cribed files
· Third Party Notification Information
Datp Rcauiremen~;
I" Data to be converted mllSI' be provided by client in IBM/ AS400 compatibl,e media.
I" File layouts with field descripl'ions must be provided for each file thaT is to be converted.
· A pnmary key must be identified, including allliJe re]ations]lips to insure a successfiIJ completion of the conversioTl.
I" Client will be responsible for the uploading and/or tr31)sfening data to the AS/400
El(ju:d<}JJS to conver.r;ioJJ (JJof covered in the cost of this clltJm.at.e);
" Delimited data files
I" Combining locations or customers
I" Creating master locations or aCCOUJJts
I" Creating pending (uJlbilled) meTer readiJJgs
· Creating pending transactions
· Crci'ltlng pending payments
· Deposit Transfers and Billed deposiTS
I" Meter Test/Repair HfRtOry
I" Service/Work Order History
" Key InformatiOJJ
lof2
. J -
407 304 1045;# 8
,
HTE, In.c.
SYSTEM CHANGE REQUEST
· Lock Box Informal'lon
· Non-<:ash deposits
JI Payment Plans
Upon completion of conversion. the client. will be responsible for the review and validation of data.
A knowledgeable primary contJ:u::t must be made available toO facilitate the cOJ'lversion process.
111is conversion estimate is based upon the jnformation available to HTE atlJlis time. Upon receiving addirioJ1al conversion
information and once the conversion analysis has been done, a.dditional billable hours ma.y required. Customer approval via
an addendum SCR will be secured before any charges in excess of this SCR are incurred.
TIlls SCR is a, supplement to tJH': existing HTE Agreements a,nd Supplements executed between liTE and yO!,. Unless
otherwise st..~t.ed, a.1I tJlcir terms OlYJd. conditions 5h'1l1 remain in effect. and apply 1'0 this SCR.
Changing jnput fiJes OD~e the programming bll$ begun will re~ult in an addltiODal billable SCR for rework oftbe
conversion prognlms.
2of2
SCR NUMBER - 0203022
Condjtlons of SCR:
INSTRUCTIONS:
1) SIgn and copy for our records.
2) Return a faxed, signed copy to !-iTE (407-304,-1005) with PO number.
3) Return original signed copy to HTE, Inc. -FINANCE/ACCOUNT'NG DEPT.
4) Cost is guaranteed for 30 days from the date above
5) On site ;nstal/atjon and training is not included In cost unless specified above.
6) If this sIte is under HTE's modIfication maintenance agreement, thIs modification will automatjcally be put
under the plan as weir. SholJld you require further Information regarding HTE's modifrcation maintenance
agreemen~ please contact HTE's OperatIons Department at (800) 727-8088.
INVOICE -
· All blUing for this request will refer to tJJe SCR nlJmber located at top right of this form.
· Please remit 50% of total CO$t with signed SCR Work cannot begin until 50% payment is r@celved.
· Prices are quoted in U.S. dollars.
TOTAL
HOURS;
$40,000.00
HTE, Inc. CONFIRMATION:
CLIENT AUTHORIZATION;
RE VESTED COMPLETION DATE:
-2-
407 304 1045,# 9
lITE, Inc.
SYSTEM CHANGE REQUEST
CLIENT:
Port An eles, W A
SCR NTJMBER: 2002-351,2
APPJ..JCATJON: Purchasing & Inventory Plan - A
DATE: Mllrdlll., ZOOZ
RE VEST DESCRIPTJON
lITE will JmWide the followlng convmlon s~jct'S for information, where ~ppJica"lc, fl)J1lJ the elicntll prcviQU~ Pllrchst;jng t;yl:tem into tIle HTE Pun:tJ~sing and
Inventory S)'!ltem Thill convendon will consist "fthe slllndord Pl:l,n - ^ PI COnVerSlfJTl for the following;
. Vm~OT M~srer . Of- nnd PI vendors only, TlO balances
Upon eompletion ofcr.mversj"", l.he client wil1l)e 1'l:~pol1sible (01" the revi~ and validation of convi:l'!l::d data.
Dat.B to be cr,mvcrt.<<l muat be provided Q1'I IBM/AS400 compatible medIa. File loyouts with (jcl~ desc;rlptfons lTI1~st be provl.dp.d for e(lCII file t.hot is w be
converted. All nllmenc fields must be right'J"STJfj~d ~nd 7X:ro filled, A.ll dal~ filc!! must h:lVl) fi~cd IcnS'h rccord$ and fixed ICTlgth ficld~. The exlnrction oftextuBI
dat.1I 9tring contr:nt into Sep91'llte fixed dot.o, fields is not provided. Files not provIded m fixed JP.11gTh formnl. win reqrlire 1I0 lI~dil'lono.l SCR:lt Ii minimum of 2 nQ11l"l
per filc- No gu:lrantcc will bc made tl'Rt we will be Bbl!: to tI1lnsfer non fixed fm-mat files to n usable fixed formnt"
Tho client is responsible for providing files t,hnt ere fixed lengr.h rec.".d formnts will'l fixed length l1elds. 11,ese fjJe~ Tl'lUst he lQllQed Qflto ttJe ^SM.lQ 3fJ'd their
loc~Mn on UTe AS400 provided to r.h~ p1'Qgrammr:r working 011 TIIC convCT:Iion_ HTE will aR~iDt with all)' QlJc51ion!l on tramfcrring the~e filer; from s. PC to the
AS401),
Client is msponslble for 1'f1Wlcllng 0 Conl,lll;t to ~SSISt. WIth field mapping \lnd any qUI,;S!:lon Ihat migl)l OCCllr during T,he cl1T1vcrsion procc~~.
Client is responsible for testing/verifYing Ihe CI)!lVerled d~t.;J, Once t.he ,jato hos heen ;u;cepl.er:l DS complete, rhe cmrvcrsion will be nm 0Vl;T production. OnCE dal3
113$ l)iWl d~crncQ oceul':lTc and loaded into production. pny a.cldiliona! cQlTCctions or issues will he billable.
HTF. will provide assi9bmc:c with 1he ~G1ing prOCes~ and e~ct identified problems prior 10 putting dOlO mf() production.
Thh ccmvcr.;jan estimate is !)Bsed Up011 the information ovollnble to HTE at this tIme, Upon rer.elving ndditlonDI convmlon lnfOnrr.\tion :tnd once the conversIon
:tTlOlysis h~s been donQ, ai.fd;~ion:tl bjJ1;Jblc hQlm may be ~ql1jrcd. Cusl,l;Imq 3pprQV31 via all ~dcnrllJm SCR will be ~l;C;lJrl;rl bcfQI"C any .;hllTgCS in Cx.cc,R I;>fthi:;
SCR IlTC incurred.
This SCR is .. sl1pplement to the existing HTE Agreements ond SI.I1'Plements executed between lITE and YQ11. Unless Oll'ler'W'lse SI<Ilf:<j, ~,lJ their TI:m1S and
conditions :;11al1 remain ill cff(1;:t IInd apply rCl thi,; SCR
CT..JENT ATJTHORJZATION:
~
RE "VESTED COMPLETION DATE:
~~
lITE jIl~- CONFIRMATION: Kevin Addis x3387 kaddi_s a)bt~incJ_eolJ1
INSTRUCTIONS:
1) Sign and /Xlpy for )'OIJr records.
2) RetlJm orfglnal argner.! copy 1.0 HTE, Inc. ~F''''ANCE/ACCOUNT'NG DEPT.
3) Cost is guaran19ed for 30 days from ttJe date above
4,) On site InstalratJon and trainIng Is no~ Ineluded In cost IJnless speeifled ebove.
5) If this site Is under HTE's modlfir.:aUon rnafntenam:e agreement, thIs modlflcatJr:m will arJtoml:itieally be put under the pll:in as well. SholJld yOu
reqlJlre further '"format!on regarding HTS's modification mall'ltenanee agreement. please contact HT/;'s Operations Department at (800) 727.
8088.
INVOICE -
All billing for thIs roquest will mfer to t~e SCR number located at top right of thIs form,
. PlGaso mmlt 50% of total cost with slgnod SCR Work cannot bogl" until 50% p<lymont Is mcelvod,
. Pric~s are quoted in U.S. doll~rs.
c..:~;"" ,;.l 9'05 -0&
SUNGARD$
5. uO</.
_/~
HTE INC.
SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT
BY AND BETWEEN SUNGARD HTE INC. AND CITY OF PORT ANGELES, W A
SCHEDULE A-PRICING AND PAYMENT SCHEDULE
CONTRACT NO. PTAN-20061023
This Supplement is to the H.T.E., Inc. Software License and Services Agreement dated March 26,2002 (Agreement), between
SunGard HTE Inc. (HTE) and City of Port Angeles, W A (Customer). Unless otherwise stated below, all terms and
conditions as stated in the Agreement shall remam 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:
Operating System'
i$crie~ 5d-.O
V-tfp.3rno
Model:
9'-//)(, - Sjo
Serial Number
Tape Drive:
/of.~9LJ.1l
.35131 u/fr,-UIY\ L70
No. Days of Project Installation Annual
SunGard HTE Licensed Programs License Fees Training Training Fees Management Fees Support
Contact Management - CZJ $ 17,70000 3 $ 3,60000 $ 2,40000 $ 3,54000
Less CZ Discount ( 4,900.00)
CZ License Fee Total $ 12,800.00
Human Resources - HRJ 7,550 00 5 6,000 00 1,00000 1,51000
AoolIcant Trackmg - AT J 8,500 00 2 2,400 00 2,400 00 1,70000
AoolIcatlOn Trackmg - KA 3,70000 1 1,20000 600 00 74000
QReo Catalog (CZJ, HRJ) - CJ 58000
QReo AnalvtJcs CX - QB 1,000 00 16000
QReo AnalvtJcs GM - OB 1,000 00 160 00
IOReo AnalvtJcs WF - OB 1,00000 16000
QReo AnalVtlCS CZ - OB 1,00000 160 00
One Pomt Pomt-of-Sale - KM 8,39000 $ 3,000 00 1,680 00
Additional Training/Analysis
Fleet Trammg 3 3,60000
Cognos Begmnmg Trammg 2 2,400 00
Cognos Advanced Trammg 3 3,600 00
UtIlIty BIllmg Trammg 4 4,800 00
Work Order EvaluatIOn (AnalysIs) 3 4,500 00
Work Order Trammg 4 4,800 00
Follow uo HR Trammg 3 3,60000
Follow uo Commumty Develop Trammg 3 3,60000
One Hour Web Trammg I 15000
Fmance Busmess Analvsls 3 4,500 00
Follow Uo Payroll Trammg 4 4,800 00
Follow Uo GL/Purchasmg Trammg 4 4,800 00
-
SunGard HTE Licensed Program Totals $ 44,940.00 48 $ 58,350.00 $ 6,400.00 $ 3,000.00 $ 10,390.00
No. Days of Project Annual
Third Party Auulications License Fees Training Training Fees Management Support
QReo WEB Intranet (20 Users) - QI $ 6,75000 4 $ 4,800 00 $ 1,080 00
QReo AnalvtJcs Base (5 named users) - OA 7,00000 1 1,20000 1,12000
LGvlewer Base (5 users) - LV 7,50000 3 3,60000 $ 2,40000 1,57500
LGaddress Manager - LC 9,000 00 2 2,40000 1,890 00
LGwork Order - LJ 9,00000 2 2,40000 1,89000
LGcommumty Mamtenance Module - LL 9,00000 2 2,40000 1,890 00
Third Party Applications Total $ 48,250.00 $ 16,800.00 $ 2,400.00 $ 9,445.00
SunGard HTE Schedule A
Ver 03/23/05
10f3
PI AN-20061023-SunGard HIE Sch A doc
August 23,2006
l. ~
.
Payment Schedule* Total Contract
License Fees $ 44,940.00
Training Fees 58,350.00
Project Management 6,400.00
Installation Fees 3,000.00
Annual Support 10,390.00
Third Party License Fees 48,250.00
Third Party Training Fees 16,800.00
Third Party Proiect Management Fees 2,400.00
Third Party Annual SUDDort 9,445.00
Sub Total All Fees $ 199,975.00
Settlement Agreement dated June 13,2006
Applied (200,000.00)
Balance to be applied to Customer Account $ (25.00)
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 Support Services
The initial term of HTE support services shall commence one hundred twenty (120) days after the Delivery Date of the
Licensed Program(s), and extend for a twelve (12) month term. Subsequent terms of support Will be for twelve (12) month
periods, commencmg at the end of the initial support period. Support Services do not include maintenance on modifications
made to the Licensed Program(s) at Customer's request. "Delivery Date" shall mean the date HTE delivers, F.G.B. 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.
Third Party Support Services
The initial term of Third Party application support services shall commence one hundred twenty (120) days after the Delivery
Date of the Third Party application(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.
Testing and Acceptance
There is no Testing and Acceptance period on the Licensed Program(s) herein.
Warranty
The Warranty as defmed in the Agreement shall be for a period of one hundred twenty (120) days following Delivery Date.
Application Training
Listed above are the numbers of days of training for the Licensed Program(s) 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 mutually agreeable work plan will be created by the HTE Project Manager and the Customer.
Management, if requested by Customer, will be invoiced at the standard billing rate in effect at that time
not include travel and living expenses.
Additional Project
Any fee quoted does
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.
SunGard HIE Schedule A
Ver 03/23/05
20f3
PIAN-20061023-SunGard HIE Sch A doc
August 23, 2006
l, "
'I , , ,,~
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.
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 ofHTE.
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 11,2006.
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 PORT ANGELES, W A
SUNGARD HTE INC.
7tj~e~,"re
~~
- Authorized Signature
/Il~r K
f
;tJ~D.s erl e,fr f!//frfflber
Print Name & title
Ronald E. Goodrow, Executive Vice President
Print Name & Title
. {3~pf:t!4? be-, SJ 2,OO(p
Date
August 24, 2006
Date
SunGard HTE Schedule A
Ver 03/23/05 3 of 3
PTAN-20061023-SunGard HTE Sch A doc
August 23,2006
1~-o:),
s. lIJo<l
-/3
.
Change Management Form
Client Code:PTAN Date Submitted:
Ori inal SCR #: NONE
Client Name: PORT ANGELES
Client Contact: LINDA KHERIA TY
HTE Pro'ect Mana er: LAURA PETERS
Re uestor of Chan e:LAURA PETERS
Description of requested Change:
One day of Project management in contract 2002 0204 will be used for Menu Driver
Training. Training for Menu Driver was left off the contract.
Reduce PM days from 47 to 46. Add one day trainin'g for Menu Driver
Justification for Chang~, (High, Medium, Low):~
Menu driver is required. .
HTE Assessment (Impact to Schedule, Cost, etc.):
No cost associated with this change.
/
/
ClientAPProva~v<-<- ~ W~~
HTE Approval: ,,~Q~ Date:
7 /~/O<-
( ,
~~A 2-
1
Revised Date: 1/16/01
t. ,f
Statement of Work
City of Port Angeles, W A
HTE Software
&
Implementation Services
'.
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
Table of Contents
Project Overview
1.1 Assumptions
Project Responsibilities
2.1 Project Management Services
2.1.1 HTE Project Manager
2.1.2 THE CUSTOMER Project Manager
2.1.3 THE CUSTOMER Project Personnel
2.2 Implementation Planning
2.3 HTE Applications Installation and System Administration
Overview
2.4 HTE Application Training and Implementation Assistance
2.5 Data Conversion
2.5.1 Planning Analysis
2.5.2 Programming and Conversion Verification
Physical Planning
Security
Office Space and Other Facilities
Federal, State and Local Laws
Completion Criteria
Estimated Schedule
3
4
5
5
5
6
6
7
7
8
9
9
10
12
12
13
13
13
14
Addendum 1 Integrate and Commissioning HTE Applications and System
Environment (NeJ Customer Install) 15
Appendix A
Appendix B
Appendix C
Appendix D
i
,
Preliminary ProjectiPlan
Change Management Procedure
I
Change Management Form
Sign Off on Statem~nt of Work
- 2 -
16
17
18
19
1.0 Proiect Overview
The scope of this Statement of Work is to itemize the milestones, deliverables, and
responsibilities required to provide THE CITY OF PORT ANGELES, (THE
CUSTOMER) with the contracted software and hardware, as well as the project
support services to assist THE CUSTOMER with their successful installation.
HTE will provide the application software, hardware, and the services of hardware
installation, project management, training, and conversion based upon the contract.
The tasks to be performed by HTE and THE CUSTOMER are defined and a
preliminary schedule is provided. In addition, the responsibilities of HTE and THE
CUSTOMER are also outlined.
HTE will be responsible for the project management of this entire project. All
services presented have been estimated as required to successfully complete this
project. If additional services are required due to THE CUSTOMER's requested
changes in scope, the proposed service charges will change. Changes to this
Statement of Work shall be carried out in accordance with the procedures outlined in
Appendix B- Change Management Procedure. The investigation and implementation
of changes may result in modifications to the estimated schedule, charges, or other
items outlined in this Statement of Work.
The following addenda are incorporated and made part of this Statement of Work:
. Addendum 1. Integrate and Commissioning the HTE Applications and System
Environment (New Customer Install)
The following appendixes are incorporated and made part of this Statement of Work:
. Appendix A- Preliminary Project Plan
. Appendix B- Change Management Procedure
. Appendix C- Change Management Form
. Appendix D - Sign Off on Statement of Work
- 3 -
1.1 Assumptions
This Statement of Work and HTE's estimates to perform the tasks contained herein
are based on the following key assumptions:
. The scope of the Statement of Work does not include an analysis of the functions
of the software nor a determination of whether it appears to meet THE
CUSTOMER's functional or business requirements.
. No customization, except as specifically outlined herein, has been defined or
offered. Any additional required customization will be handled using the Change
Management Procedure as outlined in Appendix B.
. Data to be converted by HTE will be converted without change in content. It
should be noted that no two file structures are exactly alike nor carry the same
data. While automated conversions may be appropriate, it may be necessary for
some manual conversion to take place. In addition, any given conversion may
exceed the effort anticipated. Should the scope of the conversion requirement
change, it will require the negotiation of additional time and related charges.
. THE CUSTOMER is responsible for the actual content of any data files, selection
and use of controls on its access, as well as the use and security of the stored
data to ensure protection from loss, damage, or corruption of existing data files
and documents.
. HTE will properly handle all data delivered to them to ensure protection from loss,
damage, or corruption of existing data files and documents while in their
possession and control.
. All tasks included in this Statement of Work are level-of-effort tasks. Each of
these tasks will depend on the appropriate resources being made available by
THE CUSTOMER and HTE. If additional time is required to complete any given
task, there could be cost and implementation timeline impacts.
. HTE has provided certain sizing information for the AS/400 to be utilized in this
project. HTE based their sizing assumptions and information on the detail
provided by THE CUSTOMER.
. All on-site work will be performed during normal business hours.
. HTE will provide installation services as indicated and specified in the contract.
. HTE will perform their tasks on a timely basis.
. THE CUSTOMER will perform their tasks on a timely basis.
Any changes to these assumptio.ns can impact the cost and estimated
schedule of this project.
-4-
2.0 Proiect Responsibilities
2.1 Project Management Services
The successful completion of the project depends on the commitment and
participation of the management and personnel of both HTE and THE CUSTOMER.
It is also predicated on the fulfillment of both THE CUSTOMER and HTE duties.
2.1.1 HTE Project Manager
HTE Responsibilities: HTE will provide project I management services for the tasks
outlined in this document. HTE will appoint a Project Manager who will have explicit
responsibility for the administration and technical direction of HTE's activities. The
HTE project management responsibilities include:
. Determining training requirements and scheduling appropriate resources
. Creating a detailed implementation plan, which includes training visits, deliverable
schedules and project milestones
. Conducting weekly conference calls with the Customer Project Manager to review
implementation progress, discuss and resolve issues regarding training and
deliverables
. Acting as single point of contact at HTE
. Coordinating HTE resources
. Coordinating delivery of hardware and software
. Managing Change Control Procedures
. Reviewing planned time vs. actual time for HTE resources
. Creating the Statement of Work (SOW) that defines deliverables and milestones
. Conducting on-site kick off meeting with the Customer Project Team
. Maintaining the implementation plan
. Tracking the budget
. Maintaining the issue log
. Scheduling and managing conversions, modifications and interfaces as
appropriate
. Providing monthly status reports
. Conducting periodic on-site visits as agreed upon with the Customer Project
- 5 -
Manager
2.1.2 THE CUSTOMER Project Manager
THE CUSTOMER Responsibilities: Prior to beginning any tasks under this
Statement of Work, THE CUSTOMER will appoint a full-time Project Manager to work
with the HTE Project Manager. THE CUSTOMER Project Manager will serve as
primary contact between HTE and THE CUSTOMER personnel, the HTE Project
Manager and THE CUSTOMER project team personnel. The responsibilities listed in
this section will require that THE CUSTOMER Project Manager have the authority to
act on behalf of THE CUSTOMER with respect to all aspects of this project. THE
CUSTOMER Project Manager will be obligated to respond to and take action on the
HTE Project Manager's reports. THE CUSTOMER project management
responsibilities include:
. Monitoring and tracking internal CUSTOMER deliverables and tasks and serve as
the primary contact for HTE issues
. Participating in scheduled conference calls or status meetings with the HTE
Project Manager
. Coordinating and scheduling CUSTOMER internal resources for training and
CUSTOMER-provided deliverables
. Administering the Change Control Procedure with the HTE Project Manager
. Developing test plans and monitoring testing
2.1.3 THE CUSTOMER Project Personnel
THE CUSTOMER will establish a Project Team composed of the internal Project
Manager, and personnel from each functional area of the implementation.
THE CUSTOMER will ensure that the personnel whose subject matter expertise is
critical to the completion of the project is made available to HTE as required. The
majority of the personnel required will be identified during the project-planning phase.
THE CUSTOMER is responsible for designating focal points to coordinate all
communications with HTE.
THE CUSTOMER will provide appropriate personnel for mutually agreed-upon
training sessions. The same personnel will perform assigned tasks in a timely
fashion. Failure to provide these items can significantly impact implementation
schedules and project costs.
Completion Criteria: Task 2.1 will be completed when the contract is signed off as
completed or 46 (1 day of PM used for Menu Driver Training) days of HTE Project
Manager time is reached.
- 6 -
2.2 Implementation Planning
HTE Responsibilities: The objective of this task is to conduct an implementation
planning session to discuss the HTE applications in detail with THE CUSTOMER,
agree upon the implementation strategy, and finalize the estimated schedule. The
following sub-tasks will be performed:
. Confirm the sequence for the implementation of applications, taking into
consideration the business requirements, availability of personnel and a logical
implementation sequence
. Develop a training schedule
. Begin finalization of the implementation plan
. Deliver the Implementation Plan to THE CUSTOMER within 10 working days
following the session
THE CUSTOMER Responsibilities: THE CUSTOMER and THE CUSTOMER
Project Manager will be responsible for the attendance of certain key personnel at
this meeting. The key personnel will be required to schedule THE CUSTOMER
resources for the duration of the project.
Completion Criteria: This task will be considered complete when an implementation
planning session has been conducted, the final implementation plan has been
delivered to THE CUSTOMER Project Manager, and sign off has been received from
THE CUSTOMER.
2.3 HTE Applications Installation and System Administration Overview
HTE Responsibilities: The responsibilities under this task, in conjunction with
HTEVAR are to load the HTE applications on THE CUSTOMER's IBM AS/400
system. The following sub-tasks will be performed:
. Load and configure the HTE General Purpose Library application on the AS/400
for dial-in maintenance capabilities
. Load the Program Temporary Fixes (PTF) tapes associated with the HTE
Applications
. Initial Program Load the AS/400 after the applications and the PTFs have been
loaded
. Carry out the above for the "backup" AS/400 if applicable, and ensure connectiVity
to the primary AS/400
. Load one workstation with the HTE NaviLine
- 7 -
. Establish communication between THE CUSTOMER computer and HTE
computer
THE CUSTOMER Responsibilities: THE CUSTOMER will:
. Notify HTE in advance of the type of tape drive available and provide access to
the system for loading
. Be responsible for the installation and configuration of the Naviline on the
remaining workstations
Completion Criteria: This task will be considered complete when the application
software is loaded on THE CUSTOMER system and can be called by sign on, the
system administration overview has been provided, and sign off has been received
from THE CUSTOMER.
2.4 HTE Application Training and Implementation Assistance
HTE Responsibilities: Train THE CUSTOMER staff in the use of the HTE
applications. Training will be provided for up to eight students per session, unless
otherwise contracted. The timing of training sessions will be defined and agreed to in
the Implementation Plan. Where appropriate, the training sessions will cover the
functionality of each application purchased, including instructions and assistance for
the categories and sub-tasks listed below.
. Train THE CUSTOMER staff to:
- Build code and master files
- Review and determine reports
- Train end users as identified for each application area
. Activate applications
. Follow up with training after application activation as appropriate
THE CUSTOMER Responsibilities: THE CUSTOMER will:
. Ensure the attendance of identified personnel at the training sessions as
scheduled in the project implementation plan
. Complete within the given time frames the tasks assigned at the conclusion of
each training visit by the HTE application specialist and/or the HTE Project
Manager
. Identify and order the appropriate forms
- 8 -
. Perform the following related to Cog nos Impromptu:
- Install the software on workstations
- Maintain catalogs
. Establish ODBC connectivity
. Localize of data catalogs
- Deploy catalogs
- Create and write reports
Completion Criteria: This task is considered complete when the scheduled training
has been provided and sign off has been received from THE CUSTOMER.
2.5 Data Conversion
The objective of this task is to convert the applications specified in Schedule A of the
contract. This task will be performed by taking the existing data file layouts and an
electronic copy of the data from the existing layouts and converting it to HTE format.
All conversion work will be performed to coincide with HTE training schedules.
2.5.1 Conversion Planning Analysis
HTE Responsibilities: The HTE conversion analyst will:
. Discuss the conversion procedures and processes with THE CUSTOMER
. Discuss the mapping process with THE CUSTOMER via conference calls
. Prepare a specification document (where applicable)
. Verify specification document with THE CUSTOMER and obtain sign off on
document
THE CUSTOMER Responsibilities: THE CUSTOMER will:
. Identify the data files from each existing application requiring conversion
. Provide HTE a hard copy of the file descriptions
. Extract sample data and send it to HTE and/or acquire data to be uploaded/input
into the system. The sample data set should be a good representation of
standard and exception type records from all categories within the application. In
the case of multiple input files, it is THE CUSTOMER's responsibility to provide
those files in the same format. All data must be supplied on IBM-compatible
magnetic media, and all data files must be in fixed field and record length.
- 9 -
NOTE: The sample data set will be used to verify data compatibility, perform data
analysis, and identify data elements to be mapped from old data files to the HTE
application data files.
. Provide a technical representative to work with the conversion analysts on
specific conversion planning processes and to assist with data analysis and
mapping activities
. Verify specifications document and provide sign off on document
. Be responsible for cleaning THE CUSTOMER data prior to conversion (this is an
ongoing task during the project conversion cycle)
2.5.2 Conversion Programming and Conversion Verification
HTE Responsibilities:
. Develop, test and verify customized conversion programs based on results of
tasks in 2.5.1
. Convert data from THE CUSTOMER'S existing applications into those of HTE
listed in Schedule A of the contract
NOTE: Data will only be converted from existing production application systems
and will be in accordance with the criteria set out in the System Change Request
(SCR). HTE conversion planning is part of implementation. As with all
conversion efforts, HTE's ability to convert data is dependent on many variables
and therefore conversion planning will be a priority.
. Perform analysis on the converted data to verify availability and data integrity
- 10 -
THE CUSTOMER Responsibilities: THE CUSTOMER will:
. Provide a full data load of all applicable files on THE CUSTOMER's AS/400. This
data will be used to reconcile/validate financial data
. Make personnel available to review and certify the converted data and provide
manual conversion as necessary
. Perform analysis on converted data to verify d.ata validity and provide sign off that
the converted data has been verified and is correct
. Provide HTE with the AIR trial balance report (total figure) and a deposit report
(total figure) after every conversion run during the parallel testing phase of the
conversion life cycle
Completion Criteria: This task will be considered complete when THE CUSTOMER
data for the applications outlined in Schedule A of the contract can be successfully
accessed in the HTE systems or when it is mutually agreed that the data cannot be
programmatically converted and sign off has been received from THE CUSTOMER.
- 11 -
3.0 Phvsical PlanninQ
THE CUSTOMER will:
. Have an available AS/400 phone line for HTE support
. Identify and prepare a room according to environmental hardware specifications
to be designated as a Computer Room
4.0 Security
THE CUSTOMER is responsible for:
. The actual content of any data, selection and use of controls on its access, as
well as the use and security of the stored data
. The loss, damage, or corruption of existing end-user data files and documents
. Establishing and executing adequate end-user file back-up procedures prior to
the installation of the application software, and supplying all backup media
required for existing and new programs and data
. Establishing and maintaining procedures to provide physical security for the
hardware and software systems
- 12 -
5.0 Office Space and Other Facilities
THE CUSTOMER will provide:
. Suitable office space, office supplies, furniture, telephone, and other facilities for
all HTE employees while they are on site at THE CUSTOMER premises
equivalent to those provided to THE CUSTOMER's employees and project team
members
. All necessary reproduction services required to support the HTE personnel while
at THE CUSTOMER location
. All necessary machine time, related services, and supplies required to support
project tasks
. Establish adequate training facilities separate from the normal work environment
which consist of the following:
- At least one terminal per two students
- Space to accommodate up to eight students, plus instructor
- Overhead projector attached to the system
- Outside telephone line
- An easel and chalkboard
- Color Markers
- Pointer
6.0 Federal. State. and Local Laws
The Statement of Work does not include HTE being aware of or taking responsibility
for the identification and interpretation of any applicable laws, regulations, and
statutes within THE CUSTOMER's area of jurisdiction. Please refer to page 4
paragraph 5 item c in our Software License and Services Agreement.
7.0 Completion Criteria
HTE shall have fulfilled its obligations under this Statement of Work when one of the
following firsts occurs and sign off is received from THE CUSTOMER:
. Based upon the Implementation Plan, HTE accomplishes the tasks described in
this document
- 13 -
· HTE provides the full number of days of service estimated in this document or in
any subsequent Change Authorization
. The HTE Project Manager hands over the account to HTE Customer Care
(transition meeting)
8.0 Estimated Schedule
HTE estimates that the duration of this project will be approximately 12 months based
on the implementation plan outlined in Appendix A of the Statement of Work.
- 14 -
ADDENDUM 1
Integrate and Commissioning the HTE Applications and System Environment
(New Customer Install)
HTE Responsibilities: HTE will work in conjunction with the Contract and the
Techpath 2000 Statement of Work provided by HTEVAR
THE CUSTOMER Responsibilities: The CUSTOMER will:
. Participate in system hardware configuration review meeting
. Prepare physical and site environment for the hardware (power, space, and
maintenance requirements) as specified in the site-planning guide
. Provide a secure installation site, and grant reasonable access and details of
equipment positioning within the site
. Accept delivery and inventory all hardware and software received at customer site
. Contact HTE to coordinate the installation of the hardware if user-installable;
otherwise, contact IBM to perform the quick start
. Purchase backup media and other supplies related to maintenance of hardware
. Make available an external dial-up modem line for ECS and HTE support use
. Identify and provide a full-time AS/400 System Administrator to participate in the
administrative training and loading of the HTE applications
. Notify HTE in advance of the type of tape drive available and provide access to
the system for loading
. Load the Program Temporary Fixes (PTF) tapes associated with the HTE
applications
. Configure Internet Explorer for NaviLine on all workstations
. Contact HTE System Marketing Services and schedule performance review
following application live date
Completion Criteria: The delivery of hardware to the client premises passes
responsibility for the equipment to THE CUSTOMER. The task is complete when the
hardware and software integration has been carried out using the installed equipment
and System Installation Certification sign off has been received from THE
CUSTOMER.
- 15 -
.'
Appendix A. Preliminary Project Plan
The preliminary project plan developed by HTE Project Management during the Sales
cycle was attached as part of the Contract. The HTE Project Manager will further
develop the plan during the implementation project kick-off meeting. The final project
plan will be delivered approximately 10 business days following the implementation
planning session.
- 16 -
"'
Appendix B. Change Management Procedure
Changes to the Statement of Work may be requested at any time by either party.
Since a change could affect price, schedule, or other terms, the Project Managers
must approve each change before amending this Statement of Work.
This procedure will be used by THE CUSTOMER and HTE to control changes to this
Statement of Work and changes to any previously approved services-related
deliverables.
Contract Amendments
. Any changes to the contract specific to services will be submitted in writing on the
H.T.E Change Management Form to the HTE Project Manager.
. The change requested will then be reviewed by the appropriate governing body
and submitted for approval.
. The effect on the project in regards to price, schedule, and/or other terms of the
Statement of Work will be evaluated.
. Any approved changes will be outlined as an amendment to THE CUSTOMER's
contract and incorporated into the Statement of Work.
System Chanqe Reauests
. All conversion, modification and interface System Change Requests (SCR) will be
submitted in writing to either Project Manager. The written submission will
describe and motivate the proposed change and include an estimate of the effect
the change will have on the Statement of Work.
. THE CUSTOMER or HTE Project Manager, as appropriate, will review the SCR.
It is then accepted or rejected for submission to the other party.
- If rejected, the SCR is returned to the originator along with the reason for
the rejection.
- Approval by both parties constitutes authorization by THE CUSTOMER for
the amount proposed by HTE to investigate the SCR.
. The SCR investigation will take place and the requested change will be defined
and priced. An SCR document will be generated outlining the preliminary
requirements, time, and price.
. The effect on the project in regards to price, schedule, and/or other terms of the
Statement of Work will be evaluated.
. The approved SCR will be incorporated into the Statement of Work through
written change authorizations as appropriate.
- 17 -
, .
,
, .
Appendix C. Change Management Form
.
Change Management Form
Client Code: I Date Submitted: I Date Required:
Contract #: I ChanQe MQmt. Form #:
Client Name:
Client Contact:
HTE Project Manager:
Requestor of Change:
Description of requested Change:
Justification for Change (High, Medium, Low):
HTE Assessment (Impact to Schedule, Cost, etc.):
Client Approval:
Date:
HTE Approval:
Date:
Appendix D. Sign Off On Statement of Work
- 18 -
-.,f .' ,.
, .
HTE Inc.
System DescriptIOn, CompletIOn Criteria, Charges, and other applicable terms:
See attached Statement of Work dated May 2, 2002 for the City of Port Angeles,
HTE Software, IBM Hardware and System Software, and Implementation
Services.
Both THE CUSTOMER and HTE, Inc. agree that the Statement of Work covers the services
purchased In the Software License and Services Agreement and accurately assigns the
responsibility for their delivery.
Agreed to.
Agreed to
City of Port Angeles
HTE Inc.
321 East 5TH
1000 Business Center Drive
Port Angeles, WA 98362
Lake Mary, FL 32746
By tfotk<A-e :%@~ -BY~.oL~ -d-12,t. ..
AuthOrized signature AuthOrized signature
l!UO/v;V6 ZI0/71K-oWSIG/ /-'/1-"/2.# L4 (:)z: rL~..1'
Name (type or print)
Name (type or pnnt)
Date:
i/rP../O.;L
I ,
Date:
?/f/o '-
Contract: 02 0204 HTE Software and Implementation Services
- 19 -
{p-13-~)(P
5. u;o<( ~/;;J-
"4'
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (this "Agreement"), is effective as of
June 8, 2006 (the "Effective Date"), and is entered into by and between SunGard HTE,
Inc., successor to HT.E, Inc. (collectively "SunGard HTE"), and City of Port Angeles
("the City").
In consideration of the promises set forth below and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which is acknowledged by each
party hereto, the parties hereby recite and agree as follows:
1. SunGard HTE and the City are parties to a Software License and Services
Agreement dated March 26,2002 (the "License Agreement"). SunGard HTE
and the City have a dispute with respect to whether SunGard HTE has
fulfilled the requirements set forth on Page 4 of the Supplement to the License
Agreement - Schedule A Pricing and Payment Schedule, entitled "General
Ledger." SunGard HTE and the City desire to resolve their dispute amicably,
without any admission of fault or liability upon the part of either party This
Agreement is made and executed for that purpose
2. HTE hereby grants to the City a credit of $200,000.
a. The City may apply this credit toward the City's acquisition of additional
products and related services offered by SunGard HTE, provided that the
portion of the $200,000 that the City chooses to use for License fees is
executed through an amendment to the License Agreement within 90 days of
the Effective Date The remaining portion of the $200,000 can be used for
other services offered by SunGard HTE, provided that such services are
scheduled with HTE on or before December 31, 2007 and delivered on or
before December 31,2008.
b. HTE shall charge no more for items to which the credit is applied than the
standard rates generally charged to its customers
3. The City does hereby fully and finally release and discharge HTE and its
subsidiaries, affiliates, parent corporations, directors, officers, predecessors,
successors, employees and agents (each a "Releasee") from any and all
claims, rights, actions, demands, causes of action, lawsuits, sums of money,
damages, controversies, debts, claims for refund, liabilities, indemnities and
judgments of any kind or nature whatsoever, whether or not now known,
claimed or suspected, fixed or contingent that the City has ever had or may
now have against any Releasee by reason of, arising out of, or in connection
with the Supplement to the License Agreement, page 4 General Ledger
Section that relates to the expansion of the General Ledger account number.
4. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their successors, legal representatives and assigns.
.'
5. Whenever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or be invalid under such
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of the provision or the
remaining provision of this Agreement.
6 The foregoing represents the entire agreement between the parties regarding
the subject matter hereof and supersedes all prior agreements or
understanding, written or oral, between them regarding such subject matter.
This Agreement may not be changed or modified except by a written
instrument signed by each of the parties.
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
executed, and to be effective as of the Effective Date
SunGard HTE Inc
By ~/~~
Print fu;;~Ronald Goodrow
Title: Executive Vice Pr,ident
Date of Execution. t:-/ /' ~C'~ 6
/'
~i1<~~e~
Print Name: K Are.n A. ~o~e..(\.5
Title r<) R l:{ 0 r
Date of ExecutIOn' I.., / I 3 I ;J-DO ~
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1/ / t-t):;1#
5.&0<.(
-II
HTE, Inc.
SYSTEM CHANGE REQUEST
CLIENT: City of Port Angeles (PTAN) SCR NUMBER: 0204018
APPLICATION: Customer Information System DATE: 04/12/02
REQUEST DESCRIPTION
The Clty of Port Angeles requests a base handheld program interface for Radix, v5.02n.
Any additlOnal custom changes wlll require an additional System Change Request.
TOTAL
HOURS:
X FIXED
RATE:
TOTAL $2,000
COST:
RONALD E.
~ecutive Vice President, H.T.E. Inc.
HTE, inc. CONFIRMATION:
CLIENT AUTHORIZATION:
REQUESTED COMPLETION DATE:
INSTRUCTIONS.
1) This document must be signed and returned within 30 days of receipt. This quotation IS only valid for 30 days.
2) Return a faxed, Signed copy to HTE (407-304-1025).
3) Maintain a copy for your records.
4) Upon receipt of the fax, It will be processed through the HTE Accounting Department for inVOICing.
INFORMATION
5) On site Installation and training is not included in cost unless speCified above.
6) If your organization has a modification maintenance agreement ($100.00/modified object), this modification will
become part of the plan.
INVOICE -
· For billing inquiries regarding this SCR, please use the number located at the top right of this form.
· Please remit 50% of the total cost to HTE's Accounting Department referencing this SCR #. Programming
will not begin until the 50% payment is received.
· Prices are quoted in U.S. dollars.
3 -;)t:, -o~
5. ~{)<1
-10
Headquarters:
1000 Busmess Center Dnve, Lake Mary, FL 32746 . (407) 304-3235
ApphcatIon SolutIons for Government
March 26, 2002
o
Yvonne Ziomkowski
City of Port Angeles
321 East 5th
Port Angeles, W A 98362
Dear Ms. Ziomkowski:
Enclosed are two sets of original H.T.E., Inc. Software License Agreements, two
Supplement Agreements, five System Change Request Form, and two HTE V AR
Agreements, which have been executed by an authorized HTE representative.
_ Please fill in the Designated Machine information on each one, have them executed,
return one to my attention, and retain one copy of each for your files.
If you have any questions, please feel free to call me at 407-304-3003 or your Account
Executive Dan Conway at 206-842-2520.
Jff'
/. (/ .
AlemRei Gordon ~1Io/ m )/
:::l::::rnmnistrator 14 r~ ~ j /f~ / ~)
If ~y7 A; ?,Y. ty
(J,r f/ ~. 'A'~ ~
Y;;
3-1/-0;;,;v
5(~O if
-9
HTE, Inc.
SYSTEM CHANGE REQUEST
CLIENT:
Port An eles, W A
SCR NUMBER: 2002-3512
APPLICATION: Purchasing & Inventory Plan - A
DATE: March 11,2002
REQUEST DESCRIPTION
HTE WIll provIde the follOWIng conversIOn servIces for mformatlOn, where apphcable, form the chents prevIOus Purchasmg system mto the HTE Purchasmg and
Inventory System ThIs conversIOn WIll consIst ofthe standard Plan - A PI ConversIOn for the follOWIng,
. Vendor Master - GL and PI vendors only, no balances
Upon completIOn of conversIOn, the chent WIll be responsIble for the revIew and vahdatlOn of converted data
Data to be converted must be proVIded on IBM/AS400 compatJble media FIle layouts WIth field descnptlOns must be prOVIded for each file that IS to be
converted All numenc fields must be nght JustIfied and zero filled All data files must have fixed length records and fixed length fields The extractJon oftextual
data stnng content mto separate fixed data fields IS not provIded Files not provIded m fixed length format WIll reqUIre an add]tJonal SCR at a m]nlmum of 2 hours
per file No guarantee WIll be made that we WIll be able to transfer non fixed format files to a usable fixed format
The chent IS responsIble for provldmg files that are fixed length record formats WIth fixed length fields These files must be loaded onto the AS400 and theIr
locatIOn on the AS400 prOVIded to the programmer workmg on the conversIOn. HTE WIll assIst WIth any questJons on transfemng these files from a PC to the
AS400
Chent ]S responsIble for provldmg a contact to assIst WIth field mappmg and any questIOn that mIght occur dunng the conversIOn process
Chent IS responsIble for testmglvenfymg the converted data Once the data has been accepted as complete, the conversIOn WIll be run over productIOn Once data
has been deemed accurate and loaded mto productIOn, any add]tJonal corrections or Issues WIll be b]lIable
HTE WIll prOVIde assIstance WIth the testmg process and correct IdentJfied problems pnor to puttmg data mto productIOn
Th]S conversIOn estnnate ]S based upon the mformatlOn ava]lable to HTE at thIs tJme Upon recelvmg addItIOnal converSIOn mformatlOn and once the converSIOn
analys]s has been done, addItIOnal bIllable hours may be reqUIred Customer approval vIa an addendum SCR WIll be secured before any charges m excess ofth]s
SCR are mcurred
Th]S SCR IS a supplement to the eXlstJng HTE Agreements and Supplements executed between HTE and you Unless othefWIse stated, all theIr terms and
condItIOns shall remam m effect and apply to thIs SCR
HTE, me. CONFIRMATION: Kevin AddIS x3387 kaddlsCmhteinc.com
CLIENT AUTHORIZATION:
REQUESTED COMPLETION DATE:
INSTRUCTIONS.
1) Sign and copy for your records.
2) Return original Signed copy to HTE, Inc. -FINANCE/ACCOUNTING DEPT.
3) Cost is guaranteed for 30 days from the date above
4) On site Installation and training IS not Included In cost unless speCified above
5) If thiS site IS under HTE's modification maintenance agreement, thiS modification Will automatically be put under the plan as well Should you
require further information regarding HTE's modification maintenance agreement, please contact HTE's Operations Department at (800) 727-
8088.
INVOICE -
. All billing for this request will refer to the SCR number located at top right of this form.
. Please remit 50% of total cost with signed SCR Work cannot begin until 50% payment is received.
. Prices are quoted in U.S. dollars.
~
HTE, Inc.
SYSTEM CHANGE REQUEST
CLIENT: City of Port Angeles
SCR NUMBER: 0203020
APPLICATION: Building Permits
DATE: 03/11/02
REQUEST DESCRIPTION
Purpose of SCR:
To analyze Client identified data files from the client's existing Building Permits Application system and develop customized
conversion programs to successfully convert identified data elements to HTE's (BP) Building Permits Application.
The scope of this project will include the conversion of the following data entities:
Convert basic information currently being tracked to HTE's BP Application files listed.
· Contract Master, Contract Miscellaneous Information
· Application Master, Miscellaneous Application Information, Application Description of work file
· Structure Master File, Structure Information file
· Temporary CO data file
· Permit Master File, Component Charges
· InspectIon Master file, Comments, Results
· Receipt's Master File, Detail
· Charges Master File
· Names Master File
Data Requirements:
Client input files must be in an IBM compatible format, and on IBM compatible magnetic media.
Client input files must contain fixed length fields and fixed record length formats.
lof2
INSTRUCTIONS
1) ThiS document must be Signed and returned Within 30 days of receipt. ThiS quotation IS only valid for 30 days.
2) Return a faxed, signed copy to HTE (407-304-1005).
3) Maintain a copy for your records
4) Upon receipt of the fax, It Will be processed through the HTE Accounting Department for inVOICing.
INFORMATION
5) On site installation and training IS not included In cost unless specified above.
6) If your organization has a modIfIcatIon maintenance agreement ($100.00/modlfled object), this modification will
become part of the plan
INVOICE -
. For billing inquiries regarding this SCR, please use the number located at the top right of this form.
. Please remit 50% of the total cost to HTE's Accounting Department referencing this SCR #. Programming
will not begin until the 50% payment is received.
. Prices are quoted in U.S. dollars.
.
HTE, Inc.
SYSTEM CHANGE REQUEST
Exclusions to conversion cost estimate above:
Other data elements that are not included in the above data files will be an additionally charge.
The client will create codes files during HTE training.
This is a one-time conversion that will not include any update functions.
Any addresses that do not have an address match in the Land Management system will be assigned a generic location ID.
No addresses will be created in HTE's Land Management system.
The estimate provided herein is in good faith, and based on limited knowledge and condition of the client's data files. Upon
completion of the requirements analysis phase, a revision of the estimated hours may be warranted and require a revised SCR.
The same primary contact will be required throughout the conversion process.
HTE will not be responsible for loading current or future data to the client's AS400.
This is a one-time conversion In live, and will not be run after client's acceptance and "Go Live".
Program changes or additions to the BP conversion after the "Go Live of thiS data source will result in an additIOnal billable
SCR.
Data correction is not part of the SCR and will not be HTE's responsibility.
The correction of addresses will be the client's responsibility.
For example:
If another application has populated the land file fIrst, and the address match. The client may require address data
correction before the conversion can take place, or after the conversion locations may need to be changed manually
to the "main" location.
An RPG compiler and SQL must reside on client's AS400.
Microsoft Access may be used for data mampulatIOn.
Changing input files once the programming has begun will result in an additional billable SCR for rework of the
conversion programs.
20f2
CLIENT AUTHORIZATION:
SCR NUMBER: 0203020
$ 15,000.00
TOTAL
HOURS:
HTE, inc. CONFIRMATION:
/2./ ZOO "2-.....
REQUESTED COMPLETION DATE:
INSTRUCTIONS:
1) ThiS document must be signed and returned Within 30 days of receipt. ThiS quotation IS only valid for 30 days.
2) Return a faxed, signed copy to HTE (407-304-1005)
3) Maintain a copy for your records.
4) Upon receipt of the fax, it Will be processed through the HTE Accounting Department for InvoIcing
INFORMATION
5) On site Installation and training IS not Included In cost unless speCified above.
6) If your organization has a modification maintenance agreement ($100 DO/modified obJect), this modification Will
become part of the plan.
INVOICE -
. For billing inquiries regarding this SCR, please use the number located at the top right of this form.
. Please remit 50% of the total cost to HTE's Accounting Department referencing this SCR #. Programming
will not begin until the 50% payment is received.
. Prices are quoted in U.S. dollars.
.3 - / .J ..)..
5. ~o t/
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HTE, Inc.
SYSTEM CHANGE REQUEST
,'.
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CLIENT: City of Port Angeles
SCR NUMBER: 0203022
APPLICATION: Customer Information
DATE: 03/11/02
REQUEST DESCRIPTION
Purpose of SCR:
To analyze client-identified data files from the client's existing Utility billing system, discuss data mapping requirements,
define a conversion specifications document and develop customized conversion programs to successfully convert identified
data elements to the HTE Customer Information System (CX).
The scope of this proiect includes the conversion of the followin2: data elements:
· Location - Service address (matching to existing Land Management locations), services at location, taxes, Miscellaneous
information
· Customer Information- Name, mailing address, services billed, deposits (including refunds), bank draft information,
recurring charges, credit history, budget billing, and miscellaneous customer information. ..
· Meter Inventory - Includes assigned, warehoused meters and assocIated devices as well as multiple meters on a single
service.
· Detailed Consumption and Reading History
· Detailed Accounts Receivable
· Detailed Billmg History
· Payment HIStOry (Header only, no detaIl)
· Forward addresses
· Seven services
· Create up to ten eternally descnbedjiles
· Third Party NotificatIOn Information
Data ReQuirements:
· Data to be converted must be provided by client in IBM! AS400 compatible media.
· File layouts with field descriptions must be provided for each file that is to be converted.
· A primary key must be identified, including all file relationships to insure a successful completion of the conversion.
· Chent will be responsible for the uploading and/or transferring data to the AS/400
Exclusions to conversion (not covered in the cost of this estimate):
· Delimited data files
· Combming locatIOns or customers
· Creating master locations or accounts
· Creating pending (unbilled) meter readings
· Creating pending transactions
· Creating pending payments
· Deposit Transfers and Billed deposits
· Meter Test/Repair History
· Service/Work Order History
· Key Information
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HTE, Inc.
SYSTEM CHANGE REQUEST
~
· Lock Box Information
· Non-cash deposits
· Payment Plans
Upon completion of conversion, the client will be responsible for the review and validation of data.
A knowledgeable primary contact must be made available to facilitate the conversion process.
This conversion estimate is based upon the information available to HTE at this time. Upon receiving additional conversion
information and once the conversion analysis has been done, additional billable hours may required. Customer approval via
an addendum SCR will be secured before any charges in excess of this SCR are incurred.
This SCR is a supplement to the existing HTE Agreements and Supplements executed between HTE and you. Unless
otherwise stated, all their terms and conditions shall remain in effect and apply to this SCR.
Changing input files once the programming has begun will result in an additional billable SCR for rework of the
conversion programs.
20f2
SCR NUMBER - 0203022
Conditions of SCR:
INSTRUCTIONS
1) Sign and copy for our records.
2) Return a faxed, signed copy to HTE (407-304-1005) With PO number.
3) Return onginal signed copy to HTE, Inc. -FINANCE/ACCOUNTING DEPT.
4) Cost IS guaranteed for 30 days from the date above
5) On site Installation and trammg is not Included m cost unless specified above.
6) If this site IS under HTE's modificatIon mamtenance agreement, this modification Will automatically be put
under the plan as well. Should you require further information regarding HTE's modificatIon maintenance
agreement, please contact HTE's Operations Department at (800) 727-8088.
INVOICE -
. All billing for this request will refer to the SCR number located at top right of this form.
. Please remit 50% of total cost with signed SCR Work cannot begin until 50% payment is received.
. Prices are quoted in U.S. dollars.
TOTAL
HOURS:
$40,000.00
HTE, inc. CONFIRMATION:
CLIENT AUTHORIZATION:
REQUESTED COMPLETION DATE:
-2-
3~//- 0<'1
5:&01- --7
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HTE, Inc.
SYSTEM CHANGE REQUEST
CLIENT: City of Port Angeles
SCR NUMBER: 0203019
APPLICATION: LandIParcel Management
DATE: 03/11/02
REQUEST DESCRIPTION
Purpose of SCR:
To analyze client's selected data files and discuss data mapping requirements, and develop programs to convert clients data
files to the HTE's (LX) Land Parcel Management system
The scope of this proiect will include the conversion of the followinl! data entities:
· Create unique parcel key.
· Create alternate ID.
· Create one consistently formatted main situs address.
· Owner and owner's address with possible two lines of address.
· Zip codes - It is the client's responsibility to populate the zip code file with city, state and zip code.
· Create zoning information using zone, property acreage, subdivision, township, inside outside code, and property code.
Current codes in the client's data files will be used.
· Create five user defined or miscellaneous codes. Sub codes will not be included.
· Legal DescriptlOn- The data cannot wrap around below the key field.
· Includes a periodic update process if the input data files do not change. If the data files change a new billable SCR will
be created
· History of parcel splits and combines will not be converted.
· Valuations will not be included.
· Reports produced will include error as well as accepted detail records with summary options.
· Processmg options will include the ability to edit or update. The ability to update the main owner and the main owner's
address will be available.
· Includes an update process if the input data files do not change.
Data Requirements:
Client input files must be in an IBM compatible format, and on IBM compatible magnetic media.
Client input files must contain fixed length fields and fixed record length formats.
Exclusions to conversion cost estimate above:
Does not include any address matching.
The estimate provided herein IS in good faith, and based on limited knowledge and condition of the clIent's data files. Upon
completion of the requirements analysis phase, a revision of the estimated hours may be warranted and require a revised SCR.
The same primary contact will be required throughout the conversion process.
HTE will not be responsible for loading current or future data to the client's AS400.
A common parcel key is required to link all data files that will be converted.
This is a one-time conversion, and will not be run after client's acceptance and "Go Live".
Program changes or additions to the LX conversion after the "Go Live" for any land-based applIcation will result in an
additional billable SCR.
Data correction is not part of the SCR and will not be HTE's responsibility.
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HTE, Inc.
SYSTEM CHANGE REQUEST
The correction of addresses will be the client's responsibility.
For example:
If another application has populated the land file first, and the address match. The client may require address data
correction before the conversion can take place, or after the conversion locations may need to be changed manually
to the "main" location.
Addresses that are not "Main", such as related to "Main", unrelated to "Main" will not be converted.
Intersection addresses will not be converted.
An RPG compiler and SQL must reside on client's AS400.
Microsoft Access may be used for data manipulation.
Changing input files once the programming has begun will result in an additional billable SCR for rework of the
conversion programs.
20f2
SCR NUMBER - 0203019
Conditions of SCR:
INSTRUCTIONS:
1) Sign and copy for our records
2) Return a faxed, signed copy to HTE (407-304-1005) with PO number
3) Return onglnal signed copy to HTE, Inc. -FINANCE/ACCOUNTING DEPT.
4) Cost is guaranteed for 30 days from the date above
5) On site Installation and training is not included In cost unless specified above
6) If this site IS under HTE's modification maintenance agreement, this modification will automatically be put
under the plan as well. Should you require further information regarding HTE's modification maintenance
agreement, please contact HTE's Operations Department at (800) 727-8088
INVOICE -
. All billing for this request will refer to the SCR number located at top right of this form.
. Please remit 50% of total cost with signed SCR Work cannot begin until 50% payment is received.
. Prices are quoted in U.S. dollars.
TOTAL
HOURS:
$7,500.00
HTE, me. CONFIRMATION:
12 2tJC) L..-
CLIENT AUTHORIZATION:
REQUESTED COMPLETION DATE:
- 2 -
3.//-{)J.-
5,&'0,-/ _10
HTE, Inc.
SYSTEM CHANGE REQUEST
CLIENT:
Port An eles, W A
SCR NUMBER: 2002-3511
APPLICATION: Auto Fuel Interface
DATE: March 11,2002
REQUEST DESCRIPTION
Purpose of SCR:
Develop specific Autofuel programs to convert clIents Autofuel data file to HTE's (FM) Fleet Management! Purchase Inventory system.
Data Requirements:
Data to be converted must be proVIded on IBM! AS400 compatible media. File layouts with field descnptIOns must be proVIded for each file that IS
to be converted. The extractIOn of textual data stong content mto separate fixed data fields IS not proVIded No delImited files will be accepted. A
pnmary key must be Identified, mcludmg all file relatIOnships to msure a successful completIOn of the converSIOn
ClIent will be responsible for the uploadmg and transfemng of the vendor's fuel transactIOn file to the AS/400 The transactions will be placed m a
file called 'RA WTRANS' that will reSide m the HTEMOD lIbrary.
Exclusions to conversion:
Upon completIOn of converSIOn, the clIent will be responsible for the reVIew and valIdation of Autofuel data
A knowledgeable pnmary contact must be made available to faCIlItate the converSIOn process
This converSIOn estimate IS based upon the mformatIOn available to HTE at thiS time Upon receiVIng additional converSIOn mformatlon and once
the converSIOn analysIs has been done, additIOnal billable hours may reqUired Customer approval VIa an addendum SCR will be secured before any
charges m excess of thIs SCR are mcurred.
This SCR IS a supplement to the eXlstmg HTE Agreements and Supplements executed between HTE and you. Unless otherwise stated, all their
terms and conditIOns shall remam In effect and apply to thiS SCR.
HTE, me. CONFIRMATION: Kevm AddIs x3387 kaddIs(dJ,hteinc com
CLIENT AUTHORIZATION:
REQUESTED COMPLETION DATE'
INSTRUCTIONS
1) Sign and copy for your records
2) Return onglnal signed copy to HTE, Inc -FINANCE/ACCOUNTING DEPT
3) Cost IS guaranteed for 30 days from the date above
4) On site Installation and training IS not Included In cost unless specified above
5) If thiS site IS under HTE's modification maintenance agreement, thiS modification will automatically be put under the plan as well Should you require
further information regarding HTE's modification maintenance agreement, please contact HTE's Operations Department at (800) 727-8088
INVOICE -
All billing for this request will refer to the SCR number located at top right of this form.
Please remit 50% of total cost with signed SCR Work cannot begin until 50% payment is received.
Prices are quoted in U.S. dollars.
3- ;2& -bd:L
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SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT
BY AND BETWEEN H.T.E., INC. AND CITY OF PORT ANGELES, W A
SCHEDULE A-PRICING AND PAYMENT SCHEDULE
CONTRACT NO. PTAN-20020204
Tills 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 Port Angeles, WA (Customer). Unless otherwIse stated below, all terms and
conditIOns as stated m the Agreement shall remain m effect.
Designated Machine
Use of the Licensed Program(s) provIded m this Supplement on platforms other than specified below, WIthout wrItten
permiSSIOn from HTE, may be subject to an upgrade charge.
Senal Number
Tape Dnve:
Type:
Operatmg System:
Model:
, No.Daysof Installation & Conversion Annual
HTE Licensed Pro!!rams License Fees Trainin2 Trainin!! Fees Confi!!uration Fees Support
Financial Applications:
Cash RecelOts - CRJ $ I 00 2 $ 2,000 00 $ 2,787 50
GMBA w/Extended Renortm!! - GMJ/ERJ I 00 II 11,000 00 9,08750
Purchasmg/lnventorv - PH I 00 8 8,00000 2,500 00 5,78750
Accounts ReceIvable - MRJ I 00 7 7,000 00 3,83750
Loans Module - LNJ I 00 I 1,000 00 2,58750
Payroll/Personnel - PRJ I 00 II 11,00000 4,78750
Contmumg Property Records - CP J I 00 17 17,00000 10,98750
Work Orders/FacllItv Mana!!ement - WFJ Incl WIth CP J IncI WIth CP J Incl WIth CPJ
Asset Management II - A2J Incl WIth CPJ Incl WIth CP J Incl WIth CP J
Community Develonment:
Land/Parcel Manal!ement - LXJ I 00 2 2,00000 7,500 00 3,23750
BuIldml! PermIts - BPJ I 00 5 5,00000 15,000 00 5,83750
Busmess LIcenses - OLJ I 00 4 4,000 00 2,93750
EQuinment & Facilities ADDlications:
Fleet Manal!ement - FMJ I 00 7 7,000 00 4,637 50
Automated Fuel Interface - AF 5,00000
Plannml! & ZonnIng - PZJ I 00 5 5,00000 5,90000
Code Enforcement - CEJ I 00 6 6,000 00 2,45000
Customer Information Systems:
CIS w/Enerl!V - CXJ I 00 17 17,00000 40,000 00 9,78750
Busmess AnalYSIS 12 12,000 00
Handheld Base Inte!!ratlOn 2,00000 450 00
Additional Annlications:
Document Management ServIces - DX 4,500 00 900 00
ClIck2Gov Core Module - K I 3,12500 $ 2,56000 570 00
Chck2Gov CIS Module - K2 10,000 00 1,28000 1,800 00
Chck2Gov Bulldunl! PermIts - K3 15,50000 1,28000 2,79000
ClIck2Gov Payment ActIvatIOn - K4 1,28000
QRep Catalogs-(CRJ, GMJ, PlI, MRJ, LNJ,
PRJ, CPJ, WFJ"LXJ, BPJ, OLI, FMJ, PZJ, CEJ, Included m
CXJ) - CJ LIcense Fees 3,75000
Miscellaneous:
Javalme InstallatIOn ServIces 6,560 00
LIcense DelIvery Fee 22,000 00
HTE Licensed Prol!ram Totals $ 57,139.00 115 $ 115,000.00 $ 12,960.00 $ 70,000.00 $ 84,910.00
No. Days 01
Training Annual
Third Party Software License Fees Session Traininl! Fees SUDDort
QRep AdmInIstrator (I user) - CG $ 500 00 4 $ 3,000 00 $ 250 00
OReo End User (] user) - CG 400 00 25000
Vensl!!n 128 BIt DI!!ltal CertIfIcate - DC 1,200 00 900 00
Third Party Software Totals $ 2.100.00 4 $ 3 000.00 $ 1,400.00
HTE Schedule A
Ver 11/28/01
PTAN-20020204-Schedule A doc
ReVIsed 03/26/02
Due Upon Due Upon Due As
Total Contract Delivery/ as Otherwise
Pavment Schedule* Contract Execution Incurred Noted
HTE LIcensed Program Fees $ 57,139.00 $ 57,139.00
HTE Trammg Fees 115,000.00 57,500 00 $ 57,500.00
HTE InstallatIOn Fees 12,960.00 6,480.00 6,480.00
HTE ConversIOn Fees, SCR #s 0203019,
0203020,0203022,2002-3511,2002-3512 70,000 00 35,000.00 35,000.00
HTE Standard Prolect Management 47,000.00 23,500.00 23,500.00
HTE Annual Support Fees 84,910.00 $ 84,910.00
ThIrd Partv Software LIcense Fees 2,100.00 2,100.00
ThIrd Party Trammg Fees 3,000.00 1,500.00 1,500.00
ThIrd Partv Annual Support Fees 1,400.00 1,400.00
Source Code Escrow (ImtIal Fee) 0.00
GRAND TOTAL $ 393,509.00 $ 183,219.00 $ 123,980.00 $ 86,310.00
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:
HTE Traimng Fees:
HTE Installation Fees:
HTE Conversion Fee
Project Management Fees:
ApphcatIon Support Fees:
Source Code Escrow:
Thrrd Party License Fees:
Thrrd Party Trammg Fees:
Third Party Support Fees:
Travel and Living Expenses:
Upon execution of tills Supplement.
50% upon execution of tills Supplement; 50% due upon inVOIce as mcurred.
50% upon executIOn of thIS Supplement; 50% due upon mvoice as mcurred.
50% upon executIOn of tills Supplement; 50% due upon invoice as mcurred.
50% upon executIon of this Supplement; 50% due upon invoice as mcurred.
Pnor to the commencement of the mItIal term of support.
No ImtIal fee due.
Upon executIOn of thIS Supplement.
50% upon execution of thIS Supplement; 50% due upon mVOIce as incurred.
Prior to the commencement of the ImtIal term of support. Support fees for subsequent
terms of support WIll be due prior to the start of that term at the then prevathng rate.
Rates for subsequent years of support servIce are subject to change.
VensIgn renewal fees will be mVOIced by and payable to VerisIgn accordmg to the
terms proVIded by Vensign.
Travel and hvmg expenses are m addition to the pnces quoted above and WIll be
mVOIced as mcurred and shall be governed by the HTE Corporate Travel and Expense
ReImbursement Policy.
Warranty Extension
HTE agrees to extend the warranty as provided m Section IX of the Agreement to a penod to expire December 31, 2002.
System Integration and Load
The Licensed Programs herem are integrated to operate conjomtly proVIded they are used in the proper operating envrronment.
HTE will successfully perform the initIal load of the Licensed Programs herein.
Click2Gov Conditions
Customer agrees to meet the requirements of the HTE Click2Gov Hardware Recommendations. Chck2Gov Licensed
Program(s) does not include source code.
HTE Schedule A
Ver 11/28/01
2
PTAN-20020204-Schedule A doc
ReVIsed 03/26/02
HTE Support Services & Fees
The mitIal 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
penods, commencmg at the end of the mItIal support penod. The Annual Support Fees herein lllclude product updates and
support services twenty-four hours a day, seven days a week.
For a penod of two (2) years followmg the expIratIon of the mitial term of Support Services for the LIcensed Programs herem,
the rate of Application Support Fee mcrease shall not exceed the lesser of the preVaIlmg rate or the percentage of mcrease m
the CPI-U on each anniversary of Customer's Support Services expiration date, over the CPI-U as publIshed twelve months
prior to such Customer eXpIratIOn date. For a penod of one (1) additIOnal year, the rate of ApplIcatIon Support Fee mcrease for
the Licensed Programs herem shall not exceed either the CPI-U or five percent (5%), whIchever IS greater, but not to exceed
the preVaIlmg rate. "CPI-U" as used herem means the Consumer Pnce Index - All Urban Consumers, whIch mdex IS publIshed
monthly by the U.S. Department of Labor, Bureau of Labor StatIstIcs (or any successor agency that shall Issue mcreases and
decreases in the cost oflIvmg), usmg 1982-1984 dollars as one hundred percent (100%) for a base. Support fees for tenus of
support thereafter wIll be due pnor to the start of the term at the then preVailIng rate. Rates for any subsequent years of support
are subject to change.
Third Party Support Services
The mItIal term of ThIrd Party 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, commencmg at the end of the initIal support period.
Application Training
Listed above are the number of days of traimng for the Licensed Programs lIsted. AddItIonal applIcatIOn training, If requested
by the Customer, can be provided upon request at the standard bIlling rate m effect at that time. Any fee quoted does not
include travel and livmg expenses.
HTE agrees to, for a term commencmg upon execution of thIs Supplement and expIrmg two years thereafter, the trainmg fees
for the Licensed Programs herein shall not exceed $1,000.00 per day.
QRep Application Training
Each QRep traimng session consists of one (1) four (4) day-session, whIch days must be attended consecutIvely, and is
currently pnced at $1,500.00 per seSSIOn per attendee. The tralDlng takes place at the HTE Lake Mary, FL, faCIlIty. Customer
is responsIble for all its attendees' costs of travel to and from Lake Mary.
Project Management
A description of the applIcable level of Project Management IS attached to thIs Supplement and fees wIll be mVOlced m 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 mVOlced at the then current HTE rate. Any
fee quoted does not mclude travel and lIvmg expenses.
Conversion
Conversion, If prOVIded for herem, or If requested by the Customer after contract executIon, will be controlled by the HTE
Systems Change Request (SCR) form, WhICh will be prepared for the Customer by the HTE ConverSIOn Team Manager. There
wIll be a Two Hundred Fifty dollar ($250.00) non-refundable processmg 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 fifty
percent (50%) payment, WhICh mcludes the non-refundable processmg fee. The fmal fifty percent (50%) payment IS due upon
completIon. Data must be given to HTE m an IBM compatible format on a speCIfied magnetIc medIa. Input data file clean up
shall be the responsibility of the Customer. SpeCIfic reqUIred details for each conversion shall be included in each converSIOn
SCR. Additional converSIOn, if necessary, wIll be mvoiced at the preVailIng rate per hour. It IS agreed that no two systems and
file structures are exactly alIke and there may be a need for some manual converSIOn efforts to take place along WIth the
electronic converSIOn SCR formes) for any converSIOn servIces mcluded m thIs Supplement are attached for Customer
SIgnature and return to HTE along with this Supplement.
HIE Schedule A
Ver 11/28/01
3
PIAN-20020204-Schedule A doc
RevIsed 03/26/02
Scheduled Resource Changes
Customer acknowledges that HTE makes every effort to schedule traIling and project management sessions sufficiently in
advance to make effective use of HTE's personnel and to obtain favorable prices for travel and hving. Accordmgly, the
followmg cancellatIOn charges apply to traming and on-sIte project management sessions canceled at the request of Customer:
CancellatIOn wlthm 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 pnce of the trammg or
on-site project management. In additIOn to the foregoing, Customer shall be obhgated to reimburse HTE for any non-
refundable expenses mcurred 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 herem, warranty and mamtenance offenngs by HTE for ItS Licensed Program(s) do not apply to
any third party hardware or thud 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 herem The return and refund pohcy of each
mdlvidual thud party hardware or third party software suppher shall prevaIl unless otherwIse provIded herem.
Implementation Plan Submission
HTE shall provide to Customer a wrItten mutually acceptable Implementation Plan WIthIn ten business days followmg the
kickoff meetmg. The Implementation Plan wIll detail the processes, milestones, flow and time frame for the mstallatIon of
contracted 1) hardware; 2) each Licensed Program installed; 3) parallel system run-tImes; 4) trammg for each Licensed
Program and; 5) expected completIOn of project. Tills ImplementatIOn Plan wIll also include names of key mdlvlduals
representing HTE and Customer who will be responsIble for mamtaming target dates and benchmarks.
General Ledger
Regarding the General Ledger Account Number, HTE agrees to the followmg:
1. The account number wIll be expanded to enable Customer to conform to the Washmgton State BARS accountmg;
2. A minimum of twenty one (21) digits wIll be available for use m the new account number;
3. The modificatIons for the expanded account number wIll be made m Version 8 of the HTE product.
4. HTE's expected release date for this change is December 31, 2003, but the actual release date will be no later than
June 30, 2004.
5. With no charge to Customer, HTE wIll provide the converSIOn of all existing data to the new general ledger account
structure.
Source Code Escrow
Customer shall be provIded through a thrrd party escrow agent a Source Code Escrow arrangement that provIdes for release of
the source code verSIOn of the Licensed Programs from escrow upon the occurrence of certam release events as specIfied m the
Agreement. The mltIal fee for Source Code Escrow fee shall be at no charge to Customer. Customer shall be invoiced and
shall pay the escrow agent directly for subsequent escrow annual maintenance fees. The Source Code Escrow arrangement
shall substantially comply WIth the sample Source Code Escrow Agreement attached hereto.
Publication
HTE reserves the nght to pubhsh certam informatIon regarding this Supplement. PubhcatIOn may mclude, 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 hsting that is made avaIlable to other HTE customers and potentIal customers.
Preprinted Terms and Conditions
Prepnnted conditions and all other terms not included m this Supplement or m 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 apphcable, shall control unless expressly accepted by
HTE m writing to the Customer.
Non-Hiring Statement
Durmg the term of thIS Supplement and for a period of twenty-four (24) months after the terrmnatIon of thIS Supplement, the
Customer may not offer to hire or m any way employ or compensate any of the employees of HTE or persons who have been
employed by HTE withm the Immediate past twenty-four (24) months WIthout pnor consent ofHTE
HTE Schedule A
VeT 11/28/01
4
PTAN-20020204-Schedule A doc
ReVIsed 03/26/02
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 March 27 2002.
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 PORT ANGELES, W A
H.T.E., INC.
.
~'7'.-
.--- Authonzed SI e
--
~~-~
AuthorlZed Signature
~LE.NN W, ~ILJN~ ~'IDR
Prmt Name & Title I
Ronald E. Goodrow, ExecutIve VIce PresIdent
Prmt Name & TItle
~- ~lJJ -~--/
Date
March 26, 2002
Date
.'
'.
HTE Schedule A
Ver 11/28/01
5
PTAN-20020204-Schedule A doc
ReVIsed 03/26/02
, -
Project Management Service Level
Standard
. Manage Change Control Procedures,
'me vs, actual time for
.
e StatementiofftW;or!4C[
---liverab!~s -and illilesionei:
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__~:qvide mont reports.
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))~t~(@C on-site visits as agreed; .
th'*i~Custol11t;~,flLOJ~s!-Mal).agei.
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HTE Schedule A
VeT] 1/28/0]
6
PT AN-20020204-Schedu]e A doc
RevIsed 03/26/02
.
HTE
Click2Gov
Hardware/Software Requirements
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HTE Application Server
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IBM AS/400 (iSeries)
Minimum Sizing Recommendations (Requires a Pre-contract Systems Assurance):
Processor Rating:
Memory:
Disk:
115 CPW (Minimum ratlllg dependent upon current and expected resource utIlIzatIOn)
Determined by HTE (Considerations: User Load, EXIstlllg CPU UtilizatIon, etc.)
Click2Gov CIS Inquiry: 1MB per 1,000 customers
Click2Gov BP: No AddItIonal Storage
Click2Gov BL: No AddItIonal Storage
Click2Gov Payment: ApproXImately 10MB per 1,000 customer annually
10/100Mbps Ethernet, Token Rlllg, or FIber Adapter
V4R4 or later
DBl Query Manager and SQL Development KIt for AS/400 (5769-STl)
Network Adapter:
Operating System:
Additional Software:
n,w""1IIfI!ii ' '~~"~''%'''','r'"m~~:;:;",'",
n'l 11, '~Gov'AP'pli~atibmm~:eueJl
Requires Secure Internet Access including; a Registered Domain Name and a Registered TCP/IP
Address.
HTE Information
Copyright@ 2000 H.T.E., Inc.
Page 1
.
HTE
Click2Gov
Hardware/Software Requirements
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~&lli
;'..cW~5:7t;z:.r:"S:U::tt~~~;:a~~~~;:,,"'~-.(~1~""'=""'''
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Windows 2000 Based Server (Minimum Recommendations):
Low Volume Medium Volume High Volume
PentIUm III, 733 MHz Dual PentIUm III, 733 MHz Dual Xeon Processors, 800 MHz
Network Adapter & UPS Network Adapter & UPS Network Adapter & UPS
1GB RAM (HW Expandable to 2GB) 1GB RAM (HW Expandable to 2GB) 1GB RAM (HW Expandable to 2GB)
40GB DIsk Storage (RAID-5 Protect.) 40GB DISk Storage (RAID-5 Protect.) 60GB DISk Storage (RAID-5 Protect.)
Wmdows 2000 Server Wmdows 2000 Server Windows 2000 Server
Protocol: TCP/IP only Protocol: TCP/IP only Protocol: TCP/IP only
IBM Websphere 3.5 (Std. EdItIon) IBM Websphere 3.5 (Std. Edition) IBM Websphere 3 5 (Std. EditIon)
Note: Compatibility issues between software products are difficult to predict, therefore HTE recommends
that the customer utilize a dedicated server for hosting Click2Gov Applications. All exceptions regarding
HTE's recommendations need to be reviewed by the HTE's Click2Gov Application Team.
Other Requirements:
Mail Server:
Fully CompatIble SMTP e-maIl Server.
Verisign Digital Certificate
128-Bit Recommended when applicatIons that enable credIt card
processmg are purchased.
Established relationship with Merchant Bank
Required when applIcations that enable credIt card processmg
are purchased.
Hardware Environmental Specifications:
Customers need to follow the EnVIronmental SpecIficatIOns
prOVIded by the hardware manufacturer.
Training:
Customers must be fully farmlIar WIth theIr Intranet
Infrastructure (Web Server Software, FIrewalls, Routers, etc. ).
Internet Connectivity
Adequate bandWIdth will vary depending on the expected end-
user partICIpatIon. The customer IS responSIble for assuring and
configuring adequate securIty for theIr network (I.e., firewall),
and prOVIding adequate bandWIdth for theIr enVIronment
HTE Proprietary
Copyright@ 2000 H.T.E., Inc.
2
.
HTE
Click2Gov
Hardware/Software Requirements
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Workstation wi Internet Access (Capable of running Internet Browser)
Internet Browser:
MIcrosoft Internet Explorer 4.0 or later
- OR -
Netscape Navigator 4.0 or later
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'%%\.:>~.;m::::~:tt;L'<~:""_m~Wk;:'...."w."';'~~~^"'~""tWill<~~'''''-
HTE Proprietary Information
Copyright@ 2000 H.T.E., Inc.
Page 3
I
,///-
, ,'/
TWO-PARTY ESCROW AGREEMENT
BETWEEN
PRODUCER AND FORT KNOX
This escrow agreement is intended for use by a Producer (Developer) and Fort Knox
Escrow Services, Inc. The Producer may escrow multiple products under this agreement.
In addition, multiple Licensees (End Users) may be registered as beneficiaries of this agreement.
Although each Licensee does not sign the agreement, Fort Knox does notify them of the service.
1
8/21/98
!
/
I .
Two-Party Escrow Agreement
~
This Two-Party Escrow Agreement ("Agreement") is made as of this 21/ day of ~ ~ ,
199 i, by and between H. 71 E., IIt c.. . ("Producer") and Fort Knox Escrow Services, Inc.
- /
("Fort Knox").
Preliminary Statement. Producer intends to deliver to Fort Knox a sealed package containing
magnetic tapes, disks, disk packs, or other forms of media, in machine readable form, and the written
documentation prepared in connection therewith, and any subsequent updates or changes thereto (the
"Deposit Materials") for the computer software products (the "System(s)"), all as identified from time to
time on Exhibit B hereto. Producer desires Fort Knox to hold the Deposit Materials, and, upon certain
events, deliver the Deposit Materials (or a copy thereof) to those persons or entities listed from time to time
on Exhibit C hereto as a licensee of Producer ("Licensee"), in accordance with the terms hereof.
Now, therefore, in consideration of the foregoing, of the mutual promises hereinafter set forth, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. Delivery bv Producer. Producer shall be solely responsible for delivering to Fort Knox the
Deposit Materials as soon as practicable. Fort Knox shall hold the Deposit Materials in accordance with the
terms hereof. Fort Knox shall have no obligation to verify the completeness or accuracy of the Deposit
Materials.
2. Duplication; Updates.
(a) Fort Knox may duplicate the Deposit Materials by any means in order to comply with the
terms and provisions of this Agreement, provided that the Licensee to whom a copy of the Deposit
Materials is to be delivered pursuant to the terms hereof shall bear the expense of duplication.
Alternatively, Fort Knox, by notice to Producer, may require Producer to reasonably promptly duplicate the
Deposit Materials.
(b) Producer shall deposit with Fort Knox any modifications, updates, new releases or
documentation related to the Deposit Materials by delivering to Fort Knox an updated version of the
Deposit Materials ("Additional Deposit") as soon as practicable after the modifications, updates, new
releases and documentation have been developed by Producer. Fort Knox shall have no obligation to verify
the accuracy or completeness of any Additional Deposit or to verify that any Additional Deposit is in fact a
copy of the Deposit Materials or any modification, update, or new release thereof.
3. Notification of Deposits. Simultaneous with the delivery to Fort Knox of the Deposit
Materials or any Additional Deposit, as the case may be, Producer shall deliver to Fort Knox and to each
Licensee a written statement specifically identifying all items deposited and stating that the Deposit
Materials or any Additional Deposit, as the case may be, so deposited have been inspected by Producer and
are complete and accurate. Fort Knox shall, within ten (10) business days, send notification to Producer
that it has received from Producer any version of the Deposit Materials.
2
8/21/98
4. Delivery by Fort Knox
4.1 Delivery by Fort Knox to Licensees. Fort Knox shall deliver the Deposit
Materials, or a copy thereof, to a Licensee only in the event that:
(a) Producer notifies Fort Knox to effect such delivery to a Licensee or Licensees at a specific
address or addresses, the notification being accompanied by a check payable to Fort Knox in the amount of
one hundred dollars ($100.00); or
(b) Fort Knox receives from any Licensee:
(i) written notification that Producer has failed in a material respect to support the
applicable Systems as required by a license agreement ("License Agreement")
between Licensee and Producer or that Producer has otherwise defaulted in a
material respect under the License Agreement ("Producer Default");
(ii) evidence satisfactory to Fort Knox that Licensee has previously notified Producer
of such Producer Default in writing;
(iii) a written demand that the Deposit Materials be released and delivered to Licensee;
(iv) a written undertaking from the Licensee that the Deposit Materials being supplied
to the Licensee will be used only as permitted under the terms of the License
Agreement;
(v) specific instructions from the Licensee for this delivery; and
(vi) an initial check payable to Fort Knox in the amount of one hundred dollars
($100.00).
(c) If the provisions of paragraph 4.1(a) are satisfied, Fort Knox shall, within five (5) business
days after receipt of the notification and check specified in paragraph 4.1 (a), deliver the Deposit Materials
in accordance with the applicable instructions.
(d) If the provisions of paragraph 4.1(b) are met, Fort Knox shall, within five (5) business days
after receipt of all the documents specified in paragraph 4.1(b), send to Producer a photostat copy of all
such documents. Producer shall have thirty (30) days from the date on which Producer receives such
documents ("Objection Period") to notify Fort Knox of its objection ("Objection Notice") to the release of
the Deposit Materials to a Licensee and to request that the issue of Licensee's entitlement to a copy of the
Deposit Materials be submitted to arbitration in accordance with the following provisions:
(i) If Producer shall send an Objection Notice to Fort Knox during the Objection
Period, the matter shall be submitted to, and settled by arbitration by, a panel of
3
8/21/98
three (3) arbitrators chosen by the Atlanta Regional Office of the American
Arbitration Association in accordance with the rules of the American Arbitration
Association. The arbitrators shall apply Georgia law. At least one (1) arbitrator
shall be reasonably familiar with the computer software industry. The decision of
the arbitrators shall be binding and conclusive on all parties involved, and
judgment upon their decision may be entered in a court of competent jurisdiction.
All costs of the arbitration incurred by Fort Knox, including reasonable attorneys'
fees and costs, shall be paid by the Producer. If, however, a Licensee refuses to
submit to such binding arbitration, the matter shall not be submitted to arbitration
and Fort Knox may submit the matter to any court of competent jurisdiction in an
interpleader or similar action in accordance with paragraph 6(a) hereof.
(ii) Producer may, at any time prior to the commencement of arbitration proceedings,
notify Fort Knox that Producer has withdrawn the Objection Notice. Upon receipt
of any such notice from Producer, Fort Knox shall reasonably promptly deliver the
Deposit Materials to the Licensee in accordance with the instructions specified in
paragraph 4.1 (b)(v).
(e) If, at the end of the Objection Period, Fort Knox has not received an Objection Notice from
Producer, then Fort Knox shall reasonably promptly deliver the Deposit Materials to the Licensee in
accordance with the instructions specified in paragraph 4.1(b)(v). All parties agree that Fort Knox shall not
be required to deliver the Deposit Materials until all such fees then due Fort Knox have been paid.
4.2 Delivery by Fort Knox to Producer. Fort Knox shall release and deliver the
Deposit Materials to Producer. upon termination of this Agreement in accordance with paragraph 7(a)
hereof.
5. Indemnity. Producer shall indemnify and hold harmless Fort Knox and each of its
directors, officers, agents, employees and stockholders ("Fort Knox Indemnities") absolutely and forever,
from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and
any other expenses whatsoever, including reasonable attorneys' fees and costs, that may be asserted against
any Fort Knox Indemnitee in connection with this Agreement or the performance of Fort Knox or any Fort
Knox Indemnitee hereunder.
6. Disputes and Interpleader.
(a) Fort Knox may submit the matter to any court of competent jurisdiction in an interpleader
or similar action other than a matter submitted to arbitration after Fort Knox's receipt of an Objection
Notice under Section 4 and the parties under this Agreement submit the matter to such arbitration as
described in Section 4 of this Agreement. Any and all costs incurred by Fort Knox in connection therewith,
including reasonable attorneys' fees and costs, shall be borne by Producer.
(b) Fort Knox shall perform any acts ordered by any court of competent jurisdiction, without
any liability or obligation to any party hereunder by reason of such act.
4
8/21/98
7. Term and Renewal.
(a) The initial term of this Agreement shall be two (2) years, commencing on the date hereof
(the "Initial Term"). This Agreement shall be automatically extended for an additional term of one year
("Additional Term") at the end of the Initial Term and at the end of each Additional Term hereunder unless,
on or before ninety (90) days prior to the end ofthe Initial Term or an Additional Term, as the case may be,
either party notifies the other party that it wishes to terminate the Agreement at the end of such term.
(b) In the event of termination of this Agreement in accordance with paragraph 7(a) hereof,
Producer shall pay all fees due Fort Knox from Producer and shall promptly notify all Licensees that this
Agreement has been terminated and that Fort Knox shall return to Producer all copies of the-Deposit
Materials then in its possession.
(c) In the event of termination of this Agreement in accordance with paragraph 8(b) hereof,
Fort Knox shall destroy the Deposit Materials and Producer shall promptly notify all Licensees that this
Agreement has been terminated.
8. Fees. Producer and/or Licensee, as the case may be, shall pay to Fort Knox fees III
accordance with Exhibit A as compensation for Fort Knox's services under this Agreement.
(a) Pavment. Fort Knox shall issue an invoice to Producer following execution of this
Agreement ("Initial Invoice"), on the commencement of any Additional Term hereunder, and in connection
with the performance of any additional services hereunder. Payment is due upon receipt of invoice. All
fees and charges are exclusive of, and Producer is responsible for the payment of, all sales, use and like
taxes. Fort Knox shall have no obligations under this Agreement until the Initial Invoice has been paid in
full by Producer.
(b) Nonpavment. In the event of non-payment of any fees or charges invoiced by Fort Knox to
Producer, Fort Knox shall give notice of non-payment of any fee due and payable hereunder to the Producer
and, in such an event, the Producer shall have the right to pay the unpaid fee within ten (10) days after
receipt of notice from Fort Knox. If Producer fails to pay in full all fees due during such ten (10) day
period, Fort Knox shall give notice of non-payment of any fee due and payable hereunder to the Licensee(s)
and, in such event, the Licensee(s) shall have the right to pay the unpaid fee within ten (10) days of receipt
of such notice from Fort Knox. Upon payment of the unpaid fee by either the Producer or the Licensee(s),
as the case may be, this Agreement shall continue in full force and effect until the end of the applicable
term. Failure to pay the unpaid fee under this paragraph 8(b) by both Producer and the Licensee(s) shall
result in termination of this Agreement.
9. Ownership of Deposit Materials. Fort Knox and Producer recognize and acknowledge that
ownership of the Deposit Materials shall remain with Producer at all times.
1 o. Available Verification Services. Upon receipt of a written request from any Licensee, Fort
Knox and such Licensee may enter into a separate agreement pursuant to which Fort Knox will agree, upon
5
8/21/98
certain terms and conditions, to inspect the Deposit Materials for the purpose of verifying its relevance,
completeness, currency, accuracy and functionality ("Technical Verification Agreement"). Upon written
request from Producer, Fort Knox will issue to Producer a copy of any written technical verification report
rendered in connection with such engagement. If Fort Knox and Licensee enter into such Technical
Verification Agreement, Producer shall reasonably cooperate with Fort Knox by providing its facilities,
computer systems, and technical and support personnel for technical verification whenever reasonably
necessary. If requested by any Licensee, Producer shall permit one employee of such Licensee to be present
at Producer's facility during any such verification of the Deposit Materials.
11. Bankruptcy. Producer and Licensee acknowledge that this Agreement is an "agreement
supplementary to" the License Agreement as provided in Section 365 (n) of Title 11, United States Code
(the "BankrUptcy Code"). Producer acknowledges that if Producer as a debtor in possession or a trustee in
Bankruptcy in a case under the Bankruptcy Code rejects the License Agreement or this Agreement,
Licensee may elect to retain its rights under the License Agreement and this Agreement as provided in
Section 365 (n) of the Bankruptcy Code. Upon written request of Licensee to Producer or the Bankruptcy
Trustee, Producer or such Bankruptcy Trustee shall not interfere with the rights of Licensee as provided in
the License Agreement and this Agreement, including the right to obtain the Deposit Material from Fort
Knox.
12. Miscellaneous.
(a) Remedies. Except for intentional misrepresentation, gross negligence or intentional
misconduct, Fort Knox shall not be liable to Producer for any act, or failure to act, by Fort Knox in
connection with this Agreement. Any liability of Fort Knox regardless of the cause shall be liIl1ited to the
amount of fees exchanged under this Agreement. Fort Knox will not be liable for special, indirect,
incidental or consequential damages hereunder.
(b) Natural Degeneration; Updated Version. In addition, the parties acknowledge that as a
result of the passage of time alone, the Deposit Materials are susceptible to loss of quality ("Natural
Degeneration"). It is further acknowledged that Fort Knox shall have no liability or responsibility to any
person or entity for any Natural Degeneration. For the purpose of reducing the risk of Natural
Degeneration, Producer shall deliver to Fort Knox a new copy of the Deposit Materials at least once every
three years.
(c) Permitted Reliance and Abstention. Fort Knox may rely and shall be fully protected in
acting or refraining from acting upon any notice or other document believed by Fort Knox in good faith to
be genuine and to have been signed or presented by the proper person or entity. Fort Knox shall have no
duties or responsibilities except those expressly set forth herein.
(d) Independent Contractor; No Third Party Beneficiary. Fort Knox is an independent
contractor, and is not an employee or agent of either the Producer or any Licensee. No Licensee is a party
to this Agreement, and no Licensee shall have any rights hereunder, including, without limitation, any rights
as a third party beneficiary. Producer shall make no representation to any Licensee that is inconsistent with
this paragraph l2(d). -
6
8/21/98
(e) Amendments. This Agreement shall not be modified or amended except by another
agreement in writing executed by the parties hereto.
(f) Entire Agreement. This Agreement, including all exhibits hereto, supersedes all prior
discussions, understandings and agreements between the parties with respect to the matters contained
herein, and constitutes the entire agreement between the parties with respect to the matters contemplated
herein. All exhibits attached hereto are by this reference made a part of this Agreement and are
incorporated herein.
(g) Counterparts: Governing Law. This Agreement may be executed in two (2) counterparts,
each of which when so executed shall be deemed to be an original and both of which when taken together
shall constitute one and the same Agreement. This Agreement shall be construed and enforced in
accordance with the laws of the State of Georgia.
(h) Confidentiality. Fort Knox will hold and release the Deposit Materials only in accordance
with the terms and conditions hereof, and will maintain the confidentiality of the Deposit Materials.
(i) Notices. All notices, requests, demands or other communications required or permitted to
be given or made under this Agreement shall be in writing and shall be delivered by hand or by commercial
overnight delivery service which provides for evidence of receipt, or mailed by certified mail, return receipt
requested, postage prepaid, and addressed as follows:
(i) If to Producer:
to the address listed on the signature page hereof
(ii) If to Fort Knox:
Fort Knox Escrow Services, Inc.
2100 Norcross Parkway
Suite 150
Norcross, Georgia 30071
E-Mail: info@fortknoxescrow.com
Attn: Contracts Administrator
If delivered personally or by commercial overnight delivery service, the date on which the notice,
request, instruction or document is delivered shall be the date on which delivery is deemed to be made, and
if delivered by mail, the date on which such notice, request, instruction or document is received shall be the
date on which delivery is deemed to be made. Any party may change its address for the purpose of this
Agreement by notice in writing to the other parties as provided herein.
U) Survival. Paragraphs 5, 6, 8, 9 and 12 shall survive any termination ofthis Agreement.
7
8/21/98
.
..
(k) No Waiver. No failure on the part of any party hereto to exercise, and no delay in
exercising any right, power or single or partial exercise of any right, power or remedy by any party will
preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No
express waiver or assent by any party hereto to any breach of or default in any term or condition of this
Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or
any other term or condition hereof.
IN WllliESS WHEREOF each of the parties has caused its duly authorized officer to execute this
Agreement as of the date and year first above written.
Fort Knox Escr::sectl,l ~
Title: ka.d )/a1lLF
H.T.E., INC.
By:
~~;P; ~
Print Name:
Linda M. Thorpe
Title:
.
Director of Contracts
Address:
1000 Business Center Drive
Lake Mary. Florida 32746
Phone:
(407) 304-3031
Fax:
(407) 304-1045
E-Mail:
lthorpe@hteinc.com>
Attention:
Contracts Department
8
8/21/98
3- oJ&' .. 0 d-
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Product Agreement
HTEVAR,
~l:ff1'(~j","~~_
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 subscriptions (Subscriptions) to you under the terms of this Agreement and
upon receipt of a $39,000.00 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 and the price for the Subscriptions.
Machine/Program Description Quantity Unit Price Amount
ISerles Model 270-2432 with 2GB Memory, 8 X
9406-270 17.5GB 10k Disk Dnves, 2 10/100/1000MB 1 $48,97020 $48,970 20
Ethernet Cards, Comm Line and Integrated
xSeries Server
3488-V1Z Console 1 $607.75 $607 75
6331-M2N Dlsplav 2 $135.15 $270 30
7852-400 Modem 1 $446 25 $446 25
9910-P15 UPS 1 $1,24185 $1,24185
3580-H 11 L TO Tape Drive 100/200GB 1 $6,14300 $6,14300
Windows 2000 Server, 5 user CAL 1 $849.15 $849.15
5722-SS1 OS/400 V5R1 1 $21 25 $21.25
5722-VP1 ValuPak 1 $6,375 00 $6,375 00
5722-WDS Websphere Dev Toolkit 1 $6,970 00 $6,970 00
5733-SM1 Software Subscnption 1 year prepay 1 $1,700.00 $1,700.00
Extra 1 GB Memory Card 1 $3,481 60 $3,481 60
Extra 175GB 10k Dnve 1 $1,703 65 $1,70365
I Total Price Excluding Shipping Charges and Sales Taxes:
$78,780.00 I
This Order Description and the Additional Terms on page 2 form our complete agreement (the "Agreement") regarding these
Products and the Subscriptions and replace any prior oral or wntten communication between us. In addition, this Agreement
takes precedence over any purchase order that you Issue for these Products or SubSCriptions. By signing below, both of us
agree to these terms.
Agreed to: (Customer legal name & address)
City of Port Angeles
By: ~...t1I-
-----
Agreed to:
Vertical VAR, L.L.C.
3246 Marjan Rd.
Suite 200
Doraville, GA 30340
By:
,f.lJthorized Signature
Name (print): r::;l #..N"'J 'IN I a. 41 N 5.
Title: M,f" DL
Date: ~- ~{p - (J~ ~
Name (print):
Title: f\ L L. 0 \A. A. \. t "f:--e...u..-l.--\i \.1 e....
Date: \-A. OU-c...h & L.c> I 62-.0 0 a....
Agreement Number
Revised 12-12-00
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 cancellallon, 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 Subscrlpllons after they have begun
We bear the risk of loss for each Product unllllt 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 defecllve on arrival and cannot be Installed Otherwise, If you Wish
to return any Products which are not defecllve 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 Installallon, you may only return the
Products under the proVISions of the manufacturer's warranty
The Products shall be delivered to Customer Within thirty (30) days of the execution of the Agreement The HTE Application software shall be
Installed With forty-five (45) days of the execullon of the Agreement
Payment and Assignment
You agree to pay applicable sales taxes or supply exempllon 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 Amounts past due will be assessed a late payment
charge of 1.5% per month, which you agree to pay.
Altemallvely, you may assign your obligation to pay the InVOice Amount to the IBM Credit Corporallon (ICC) You agree to sign an ICC Certificate of
Acceptance, accepllng Products Within 10 days of their delivery and accepting the SubSCriptions The ICC Certificate of Acceptance constitutes
payment to us of the InVOice Amount We Will return your down payment, net of any cancellallon 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
obllgallons, Without our prior written consent Any attempt to do so IS VOid
Title and License
We transfer lIt1e 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 appllcallon, use and other aspects of the Programs and the Subscnpllons are solely governed by
the terms and condlllons of the applicable agreement between you and the manufacturer.
If you fall 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 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 Products and the Subscrlpllons 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.
Disputes
ThiS Agreement shall be governed by laws of the State of Washington Prior to either party commencing any legal acllon 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-
f8lth negollatlons 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 JUrlsdlcllon and venue of the state and/or federal courts In or for Clallam County, Washlnton for resolullon of all
disputes In connection With thiS Agreement
ReVised 12-12-00
Product Agreement
Relation with HTE, Inc.
Vertical VAR and HTE, Inc a Flonda corporation, are a partnership team that has agreed to provide a total systems solution as requested bt the City
In Its Request for Proposals
SubContractors
Subcontractors will have current certlficallon from IBM to work on Customer's hardware
Revised 12-12-00
3-c;)t -Od-
tr,bf)Lj-3
" '
Services Agreement
HT! VAR
I:,,",,~fl(;("'~
Proiect 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 provide Services described In a Statement of Work below or in an Attachment to OJr
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: HTE AS/400 Technical SUDDortline Serives
~
D Hourly Services: _ Hours x $175.00 per Hour = _ Estimated Total Charges
OR
~ Fixed-Price Services: $5.000.00 Invoiced Upon Product Start
Estimated Expenses: Travel & Living and _ Other Expenses
Estimated Start Oate:_ End Oate:_
Services: AS/400 Technical SUDDortline Serives for 1 vear. See Attachment B
ThiS Project Description, the Statement of Work and the Additional Terms on page 2 form our complete agreement (the
"Agreement") regarding these Services and replace any prior oral or written communication between us. By signing below,
both of us agree to these terms.
Agreed to: (Customer legal name & address)
City of Port Angeles
Agreed to:
Vertical VAR, Inc
3246 Marjan Rd.
Suite 200
Doravllle, GA 30040
BY:~~
.---- Authorized Signature
N:::lme (print),: tJLEN N \,rJ'IJ./J./ N~
Tit;e:~Ofl_
Date: 0" ~lD -I),;) ~
Authorized Signature
Name (print). ~~ \ ~ B 01\JL-
TItle:_t\e L-O\A..(\.\ E~~,-\A...\:< v..L
Date:___~b-h _ ~Je..t~~_<2 O_~___________
Agreement Number'
ReVised 12-12-00
Services Agreement
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 transportalion and actual cost for all other expenses
Charges for Services and expenses are due within 15 days from the inVOice date Amounts past due are subject to a late payment charge of 1 5%
per month You agree to pay accordingly
You agree to pay applicable sales taxes or supply exemplion documentation
Project Completion and/or Termination
Hourly Services Will end when we provide the eslimated 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 addllional 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 descnbed In the Statement of
Work are complete
Should either party fall to perform In whole or In part any duty or obligation which It has assumed under this Agreement, the other party may give
written nolice demanding that the defaulting party cure the default If the defaulting party does not cure the default within thirty (30) days after
receipt of the notice of default, the other party may terminate the Agreement by providing wntten nolice of the termination 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 matenals (Including programs, program listings, documentalion, reports or other similar works of
authorship) we deliver and all expenses we Incur through the project's termlnalion, including charges we Incur In terminating subcontracts Should
you not be satisfied with these Services we Will refund your payment In full
Customer Obligation
You agree to provide us reasonable access to the premises where Services Will be provided dunng your bUSiness hours You wlI also provide
other onslte cooperalion 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 descnbed 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 authonzed), whichever comes first
Subcontractors
We have the right subcontract any part of the Services to a third party as we deem appropnate, 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 wntten Change Authorization signed by both of us The terms of the Change Authorlzalion will
prevail over those of the Project DeSCription, the Statement of Work and any prevIous Change Authonzalions
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 CONDmONS, 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 enlitled 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 Iiabllilies of any of
our subcontractors It IS the maximum for which we and our subcontraclors 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.
Choice of Law/Dispute Resolution.
This Agreement shall be governed by laws of the State of Washington Prior to either party commencing any legal aclion 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 aclion against the other Each party hereto
ReVised 9-13-00
2
Services Agreement
agrees to submit to the personal JUrisdiction and venue of the state and/or federal courts IrI or for Clallam County, Washlrlton for resolution of all
disputes IrI connection with this Agreement
Relation with HTE, Inc.
Vertical VAR and HTE, Inc a Florida corporation, are a partnership team that has agreed to provide a total systems solution as requested bt the City
IrI ItS Request for Proposals
SubContractors
Subcontractors Will have current certification from IBM to work on Customer's hardware
Revised 9-13-00
3
Services Agreement
HTEifVAIt
" <<M~I<4.l:lAEM\IIF
Acknowledgement of Completion of Services
Customer hereby acknowledges that the Services required to be provided under Services Agreement No. ____ have
been completed, and such Services are hereby accepted
[name of Customer]
By:
Name.
Title:
Date.
Revised 9-13-00
4
liTE VAR
.. Tutkd Y"'R_~
Attachment A
HTE Supportline Services
HTE AS/400 Technical Support Line - 1-800- 695-6915
HTE Supportline Services
HTE offers a variety of Supportline Services designed to enhance your total system investment in HTE
Application Software and AS/400 hardware. Combining detailed knowledge of the operating parameters
of HTE Application Software with extensive system expertise and a broad range secondary support tools,
our System Consultants are fully trained help you quickly identify and resolve problems affecting your
ability to serve your customers.
Solutions Overview
AS/400 Technical Supportline
Basic telephone support for OS/400 and iSeries (AS/400) operations and basic HTE Menu
Driver usage.
Custom Premium Support Line Contracts
Provides a premium grade service with added support, monitoring, and resolution options.
Pricing varies based on service goals.
Advanced Consultation Line
AS/400 Consultation - This is a custom service provided on an as available, scheduled hourly
basis. Typically used for test environment creation, menu driver implementation advanced
system recovery, system clean up and basic performance evaluations. Currently available on a
$125/hr, as incurred basis only.
PC/Network Consultation
This is a custom service provided on an as available, scheduled hourly basis. Typically used for
advanced system recovery, general implementation advice, and advanced router configuration
and troubleshooting. Currently available on a $125/hr, as incurred basis only.
Service Hours
Non-emergency support is provided Monday through Friday, excluding holidays, from 8:00am to
8:00pm Eastern Standard Time. Urgent support is available 24 hrs a day, 7 days a week,
including all holidays.
While hardware, operating systems, and application software provide a greater level of reliability
that ever before, the increased complexity in today's multi-vendor computing environments can
make identifying and resolving a problem difficult and time consuming. Adding an HTE support
line contract provides your organization with a crucial link to the specialized technical resources
HTE'VAR
.r...""".u....,... Attachment A
needed to keep your systems up and running, or to restore service as quickly as possible in the
event of a failure.
AS/400 Technical Supportline
Standard ASI400 Supportline is an HTE service to designed to provide customers a single focal point for
ASI400 system-related issues. The HTE Technical Support Line provides assistance with technical usage
questions for system software such as, QueryI400*, Client Accessl400, and TCPIIP. We'll help you
decipher error messages and choose the appropriate options for working in your specific environment.
We can also guide you with questions you may have regarding system software integration with HTE
applications, such as usage questions regarding HTE's Menu Driver Utility.
In addition, we offer assistance with the basic operational tasks you'll need to keep your AS/400
running on a day-to-day basis such as:
Proper response to system messages Is it really okay to ignore that message?
Dealing with security and profiles How will changing security options affect my users?
Device set-up and connectivity issues The manual says this printer should work, but it doesn't!
Verify backup and recovery options Will my current backup commands allow me to recover
my system in the event of a catastrophic failure?
Relating basic system software and hardware upgrade planning issues How do I request
Operating System Program Temporary Fixes? What's involved in a CISC-to-RISC conversion?
Assistance with hardware problem notification and management to third party vendors My OS
vendor says the problem's with my application and my application vendor says it's my OS!
System software problem diagnosis and resolution assistance How can I notify IBM of a
suspected Operating System bug?
Most importantly, we can do all this with direct Extranet or dial-up support to your specific
environment on your AS/400. No other vendor can offer this broad a range of support in a single
contract!
Service Hours
You can log a support issue, check on the status of a current or past support issue and check
and order available PTF's 24 hours a day, 7 days a week, 365 days a year via MyHTE, a fully
functional web based system available free of charge to all supported clients. Standard
telephone support is provided Monday through Friday, excluding holidays, from 8:00am to
8:00pm, Eastern Standard Time. To meet your critical system needs, urgent support is provided
HTE VAR
.,Y""NIW'a........ Attachment A
24 hours a day, 7 days a week, including all holidays with a 30 minute first response target. 1 Our
initial response may result in the resolution of your request or it will form the basis for
determining what additional actions may be required to achieve technical resolution of your
request. HTE strives to achieve technical resolution of all requests within 24 hours and will work
with you until technical resolution of the request is achieved.
Call
T e
Urgent
Medium
Low
Target
Res onse
30m
90m
2h
Target
Resolve
4h
24 h
24 h
What You Get
Access to 1-800 Support Line
Access to HTE's Internet-based electronic request logging/tracking system
Access to HTE's FAXBack Support
Access to MyHTE On-line Solutions Search
Access to Extranet or Dial-in Support (depending on configuration)
Requirements
High speed Internet connectivity for Extranet support (additional requirements apply)
Dedicated ECS 56k Modem and phone line (minimumf
2 Primary Contacts3
Single System/ Single Server
Service Goals and Recommendations
We'll do our best to resolve a problem remotely, but some issues, especially those involving a
hardware failure, eventually require on-site support. HTE's Support Line Services are designed
to assist you and your named technical staff in the identification and resolution of the general,
short duration types of iSeries and PC/Network problems described in this document. They'll be
times when you'll need services that go beyond the scope of the Standard Support Line contract.
Here's are some of the services that you may wish to investigate to fully protect your valuable
investment in hardware and software and meet the needs of your cLStomers:
On-site IBM iSeries Hardware and PC/Maintenance Contract
A hardware failure can be expensive and time consuming to resolve. HTE can arrange for
service contracts with quality vendors to meet your system and network service needs.
1
Defined as system down, or cntlcal process failure
2 High speed options available
3 Additional contacts. system and server coverage available
..
HTE VAR
.r....'..m.......... Attachment A
Advanced Consultation Line
This service is designed for those items with which you haven't the time or expertise to handle
on your own. This is a custom service provided on an as-needed, scheduled basis. Typically
used for services such as test environment creation, menu driver implementation, advanced
system recovery, system clean up and basic performance evaluations, when you want to say
'Just do it for me!'
Custom Premium Support Line Service
Do you need direct end user support, or daily system monitoring? Are you interested in regularly
scheduled system clean ups, or regularly scheduled performance tuning? Are you interested in
continuous system administration? HTE's Technical Support Services group can custom design
a cost-effective solution tailored to meet your particular service goals.
3 -,,2& ~O;;L-
5; wo4 ~;L
Services Agreement
tlTE VAR
.. !,"~lq~ f'<4j fflOQ__
Proiect 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 provide Services described In a Statement of Work below or in an Attachment to aJr
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: Techoath 2000
o Hourly Services:
OR
[8] Fixed-Price Services:
Hours x $175.00 per Hour = _ Estimated Total Charges
$7.250.00 Invoiced Upon Product Start
Estimated Expenses: $1.500.00 Travel & Living and _ Other Expenses
Estimated Start Date:_
End Date:_
Services: See Attached Schedule A
This Project Description, the Statement of Work and the Additional Terms on page 2 form our complete agreement (the
"Agreement") regarding these Services and replace any prior oral or written communication between us. By signing below,
both of us agree to these terms.
Agreed to. (Customer legal name & address)
City of Port Angeles
Agreed to:
Vertical VAR, Inc.
3246 Marjan Rd.
Suite 200
Doraville, GA 30040
~
By' ~-- -
~ Au orlzed Signature
Name (print). a, LEE. N I\l W, c1,. .4,. I NoS
'~itl€';_~"D~
Date 8.~lf) ~O~
Authorized Signature
Name (print): ~~\ \ <00 \\-L
Title: (.\ t.-Co'^^"t- E )C-LC-\...L'\-Iu.L-
Date:_____~~~~__~~_t-Ql--<2~~----------
Agreement Number:
RevlseC::12-12-00
.'
"
Services Agreement
HTIVAB:
1f'~~K{.oI~
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 nolice
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 transportalion and actual cost for all other expenses
Charges for Services and expenses are due within 15 days from the InVOice date Amounts past due are subject to a late payment charge of 1 5%
per month You agree to pay accordingly
You agree to pay applicable sales taxes or supply exemption documentalion
Project Completion and/or Termination
Hourly Services will end when we provide the eslimated 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.
Should either party fall to perform In whole or In part any duty or obligation which It has assumed under this Agreement, the other party may give
written notice demanding that the defaulling party cure the default If the defaulting party does not cure the default within thirty (30) days after
receipt of the notice of default, the other party may terminate the Agreement by providing written notice of the termination Upon termlnalion, 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, documentalion, reports or other Similar works of
authorship) we deliver and all expenses we Incur through the project's termination, including charges we Incur In termlnaling subcontracts Should
you not be sallsfled With these Services we will refund your payment In full.
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 onslte cooperation and assistance as may be reasonably requested by us You agree to sign and deliver to us the Acknowledgment of
Complelion 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 Authorlzalions
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 CONDmONS, 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 Ilabllllies of any of
our subcontractors It IS the maximum for which we and our subcontractors are colleclively 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.
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 f3lth, to settle any dispute amicably between them If a dispute has not been settled after forty-five (45) days of good-
ReVised 9-13-00
2
,/
Services Agreement
faith negotlallons 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 Clallam County, Washlnton for resolution of all
disputes In connection With thiS Agreement
Relation with HTE, Inc.
Vertical VAR and HTE, Inc a FlOrida corporallon, are a partnership team that has agreed to provide a total systems solullon as requested bt the City
In ItS Request for Proposals
SubContractors
Subcontractors Will have current certlflcallon from IBM to work on Customer's hardware
ReVised 9-13-00
3
~ Services Agreement
HTE,VAR.
~r"""!onl<4"'~
.'
Acknowledgement of Completion of Services
Customer hereby acknowledges that the Services required to be provided under Services Agreement No. ____ have
been completed, and such Services are hereby accepted.
[name of Customer]
By:
Name:
Title:
Date'
Revised 9-13-00
4
HTE VAR
>I: r~iC'4'1 y.tA'c..~
Attachment A
- Installation & Integration Services
*System Assurance
System Order
System Techmcal SpecIficatIOns
Network ConnectIvIty
End-User Access
Backup and Recovery RequIrements
Other customer DecIsion Related Issues
ProactIve Error Recovery
CorrectIve Action PrIor to System
Order
*Site and Physical Planning
ProvIde the Customer wIth all the InformatIon needed to prepare for System InstallatIOn
Frequently Asked Questions (FAQ's)
HTE ResponsIbIhttes and Customer ExpectatIOn Management
Customer ResponsibIhtIes
ElectrIcal ReqUIrements
ShIppIng InstructIOns and BIlls -of-MaterIal
*AS/400 System Installation
*HTE ApplicatIOn InstallatIOn & EnvIronment Setup
*On-Slle AS/400 Training
ProvIde a MInImUm of Four (4) Hours of System Operator TraInIng
*Post InstallatIOn Survey
- Post-Live Installation Review
*System Performance Tuning & OptlmlzatatlOn
Memory Pool SIze AllocatIOns
Memory Pool ActIve Job Values
Memory Pool PagIng Values
Memory Pool Subsystem AllocatIOns (shared, dedicated, dynamic)
System Pool SIze AllocatIOn
*Analysls and Adjustment of Work Management Values
Total ActIve Jobs
AddItIOnal ActIve Jobs
Total System Jobs
AddItIonal System Jobs
Performance Adjustment Value
TIme Shce End Pool
,-
5. ~/)<I
"'\
SUNGARD PUBLIC SECTOR
A~nendment #1
To the
Supplement to H.T.E., Inc. Softwa.re License and Services Agreement
This Amendment (Amendment) to the Supplement to I-I.T.E., Inc. Softwa.re Lieel1se and
Services Agreement dated March 26, 2002 (Agreement), and Supplement PTAN-20061023
(Quote), dated September 5, 2006 between SunGard Public Sector Inc. (SunGard Public Sector),
. 1000 B1.1Siness Center Drive, Lake Mary, Florida 32146, and City of Port Angeles. W A
(Customer), is effective when signed by all a1Jthorized .representative ofboth parties.
WHEREAS, Customer2 licensed Human Res()1U'ces, Applicant Tracking, and Application
n'aoking; and
, .
WBEREAS, C\l51omel' dosire~ to terminate the: Lice:a~ed Progr~~i and
WHE~AS, the Agreement provides that it cannot be changed without the written
agreement of SunGard Public Sector and Customer; and
NOW TIlEREFORE, in consideratioJJ. of the mtltual Qbligat~on, pro.lu,i$l!l! and coven.an.ts
set forth in this Amendment~ the parties hereto agt'ee as follows:
1. As part of the Amendment to Licensing and Software License aud Services
Agreement and to Contract No. PTAN-20061023 dated J'Wle 13, 2006, SunOard
Public Sector agreed to providfl Human ResO\.lroe~. Applicant Txa<;;kblg a.uc!
Application Traclcit1g licensed program$ valued at Nineteen 'Ih/)U9Md Seven
Hundred Fifty Dollars ($19,750.00) in license fees, and Thirteen Thousand Two
Hundred Dollars ($13,200.00) in training fees to City of Port Angeles. SunGard
Public Sector and City of Port Angeles h.ave mutqally agreed. to revise that portion of
the Agreement SunGard Public Sector agrees to credit City of Port Angoles' account
in the amowlt of Thirty Two Thousand Nine Hundred Fifty Dollars ($32,950.00), to
be applied toward City's .2008 maintenance f~e:sJ in lieu of providing the license fees
and training for Human Resources, Applicant Tracking and_Application n-acking.
SunGmd P1.lblic Sector agrees to present no furth~ cJaims agal:ost tbe Cjty of Port
Angeles for licenses or training for HumJU1 Resources, Applicant Tracking aJ1d
Apl'lica.tion Tracking programs.
2. The parties hereby ten:o..i:nate Customer's license -' to use the I-Iuman Resources.
Applicant Tracking and Application Tracking (Terminated Licensed Program)
licensed by means of Supplement PTAN-20061023 dated September 5, 2006.
Customer agrees to destroy or return the Terminated Licensed Program to SunGard
Public Sector.
3. Effect of Amendment: Except for the foregoing de5cribed changes to the Supplement,
the Supplement shall in all other respects remain hl full force and effectll \JX\~ged
hereby. By executiol1 of this Amendment Customer agrees to be bound by the! terms
1
R e c e i ve d Tim e Aug. 22. 3: 09 PM
"
of the Agreement in each aI;ld every respect with regard to the cha.nges created in this
Amendment as ~f this Amendment had been fully set forth in thl!: Agreement. There
shall b~ 1),0 change in the wan'al1ues, represen.tations. liabilities or obligations of
SUllGard Public Sector under the Agreement by virtue of this Agreement except as
expressly set forth herein.
IN WITNESS WHEREOFs the parties hereto have executed this Am(mdment in manner and
. fOlnl sufficient to bind them on the day and year indicated after their respective execution
hereof.
CITYOFPOR~
' - t -
By:LI~ /
Authorize 19nature
W: Ir C/l.. !~ r
Type or Prlnt Name and
Dale:~f/ 2 08'
By:
, ,
Grant'Harbin, VP,
SunGard Public Sector Ino.
qW{
Da.te:
~U~II,lIlcuIMOlUlJlI,IS1'l'fS&C01'l'J'jl.A.CTS~' AjlllIIIotCllntrUI...SllI>Gord Public SoclDr.lm 103.dpc
IlIly 31. ibOe
. I
2
Received Time Aug. 22. 3:09PM
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S.t1o{
H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT
ThIS Agreement for LIcensed Program(s) and related Support ServIces, subject to the hrmtatIOns and condItions set forth m
this Agreement, as more specIfically described m the attached Supplement and Schedule(s), IS entered mto by and between:
H.T.E., Inc. (HTE), a Flonda Corporatlon, wIth ItS pnnclpal place of bus mess at: 1000 Busmess Center Drive, Lake Mary,
Flonda 32746;
and
City of Port Angeles, W A
(Customer),
wIth ItS pnnclpal place of bus mess at
321 East Sth Street
Port Angeles, W A 98362
HTE and Customer agree that when thIs Agreement IS signed by both partIes, all tenns and conditIOns contamed m thIs
"---- Agreement wIll apply to any Licensed Program(s) and/or service(s) offered under this Agreement. HTE wIll furmsh to the
Customer by thIS Agreement:
1. The HTE LIcensed Program(s) hsted m the Supplements to thIs Agreement.
2. Grant of a nonexclusIve, nontransferable license to use the LIcensed Programs on HTE supphed or approved
eqmpment.
3. Support servlce( s) as descnbed herem.
4. ModIficatIOns, trammg, converSIOn and project management servIces as descnbed herem and hsted m the
Supplement(s) to tills Agreement.
S The mltlal mstallatlon of the rmtlal LIcensed Programs.
WIth respect to the Licensed Program(s), the Customer agrees to accept responsIbihty for.
1. The mstallation of the LIcensed Program(s) subsequent to the mitlal 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 hcensed data program or set of programs, or routmes and subroutmes, consistmg of a
senes of instructions or statements in machine readable object code form and any related hcensed program matenals provIded
for use in connection with the program. Unless otherwise provided herein, the term "Licensed Program(s)" shall refer solely
to HTE LIcensed Program(s) as set forth m thIS Agreement and Supplement to this Agreement.
"Machme" 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, apphcable enhancements, and all pertment commentary as well as any procedural code
such as Job control language.
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"Object Code" shall mean a copy of the computer programming code assembled or compiled in magnetic or electronic binary
form on software medIa, wmch are readable and usable by macmnes, but not generally readable by humans Without reverse
assembly, reverse compIling, or reverse engineering.
"InstallatIOn Date" shall mean the date that the LIcensed PrograII?-(s) IS mstalledl10aded on a desIgnated machine.
"Delivery Date" shall mean the date that the Licensed Program(s) IS receIved by the Customer, or no later than ten (10)
calendar days after shIpment by HTE. For services, the "DelIvery Date" refers to the date servIces are performed.
"Acceptance" shall mean that the mstalledl10aded Licensed Program(s) has gone through the program testmg and acceptance
penod as descnbed in SectIOn VI.
"Support ServIces" shall mean the mamtenance and support call servIces provIded to Customer for the HTE LIcensed
Program(s) as set forth m Section VII oftms Agreement.
"Supplement" shall mean attachments to this Agreement, which serve to license additional software or provide additional
servIces.
"System Change Request" (SCR) is a mutually agreed document, signed by both parties, wmch details Customer converSIOns
and modifications WIth the associated fees. An SCR may be sIgned independently of a Supplement.
II. LICENSE
The lIcense granted under thIS Agreement pefffi1ts the Customer, subject to the provisions of Sectlons 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 pennitted).
b. Copy the Licensed Program(s) m machme readable object code form to provIde sufficIent copIes to support the
Customer's use of the Licensed Program(s) as authorIZed under tlns Agreement.
c. Transfer the Licensed Program(s) to a back-up CPU to be used when the desIgnated CPU is temporanly
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 notlficatIOn of the modificatIOn.
2. The modIfication IS made according to the HTE conventlons of the HTE ModIficatIOn LIbrary and not
to the base system.
Customer IS prohIbIted from reverse engmeenng, reverse assemb1mg and reverse compIlmg the Licensed
Program(s), m whole or m part. Failure to modIfy the programs m the manner prescnbed may negate the abIlIty
to mamtam 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 cnteria Will
continue to be subject to all tenns oftms Agreement.
e. Have access to a copy of the Licensed Program(s). Unless otherwise prOVIded herem, the Licensed Program(s)
are provided in and may be used in machme-readab1e 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 certam release events, such as HTE's
faIlure to provide reqUIred mamtenance servIces as agreed
III. TERM
Tms Agreement is effective from the date on which it is signed by both parties and will remain in effect until tenninated by
the Customer upon one (1) month wrItten notice or by HTE as stated m this sectIOn. ThIS Agreement may be tefffi1nated by
the Customer only when all Licensed Program(s) have been returned to HTE or destroyed. An authorIZed representatlve of
HTE, upon request, shall be afforded sufficient access to Customer's prermses to venfy that all use of Licensed Program(s)
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have been discontmued. Notice of discontinuance of any or all licenses shall not be consIdered notIce of tennmatIOn of thIS
Agreement unless specifically stated
LIcense(s) granted under thIS Agreement may be discontmued by the Customer upon written notIce, effectIve ImmedIately,
durmg the testing penod descnbed m SectIon VI.
HTE may discontmue any license or tennmate thIs Agreement upon thIrty days wrItten notice If the Customer fails to comply
with the tenns and condItions of this Agreement. Any responsIbIlIty of the Customer provIded under this Agreement shall not
be invalIdated due to the expiration, tennmatIOn or cancellatIOn of thIs Agreement.
IV. HTE SUPPLIED PRODUCT(S) AND/OR SERVICES
HTE shall supply the LIcensed Program(s) specIfied m the Supplement(s) in machine readable object code form WIth
instructions for mstallatIOn by the Customer. 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 perfonnance 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 hardware or other third party products beyond manufacturers' warranty specified in the
Supplement(s). Customer acknowledges that these products were selected by Customer to support features desired by
Customer, and that they are mcluded in the Agreement solely for that purpose.
V. PRICING AND PAYMENT TERMS
All pricing and tenns assocIated WIth Licensed Program(s) and any other HTE products and servIces are specified in the
Supplement(s) to thIS Agreement. Unless specIfied to the contrary, pnces quoted in the Supplement(s) to this Agreement are
valid for ninety (90) days from the date ofHTE's acceptance of the applicable Supplement(s). HTE may mcrease its pnces
without notice on items not provIded for m the Supplement(s).
Fees for HTE Support Services are payable prior to the commencement of such Support Services. Should Customer require
Support Services pnor 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.
Fees for support servIces for any third party products proVIded for under thIS Agreement shall be payable to and m accordance
with the provlSlons of the thIrd party Vendor unless otherwise specIfied m the Supplement(s).
Any taxes resultmg from this Agreement or activItIes resulting from thIS Agreement, includmg but not lnmted to sales and/or
use tax, will be the responsibIlIty of the Customer. HTE wIll accept an exemption certificate from the Customer m lieu of
taxes If the Customer qualIfies for exempt status. Such exemption certIficate WIll need to be provIded to HTE upon contract
executIOn.
VI. LICENSED PROGRAM TESTING AND ACCEPTANCE
Beginmng on the date ten (10) days after delivery of the LIcensed Program(s) by HTE, the LIcensed Program(s) w1l1 be
avallable for non-productIve use for testing for a penod of thIrty (30) days. ThIS testmg period is to detennme whether the
Licensed Program(s) functIons operate together and whether the Licensed Program(s) meet the Customer's specIficatIOns
and/or requirements.
At any time durmg the testing period, upon written notIce, the Customer may dIscontlllue the Licensed Program(s) and receIve
full credit or refund for the amount of the license fee and if paid, all fees for WhICh services have not yet been rendered. If
written notIce of dIscontinuance IS not received by HTE prior to the end of the testlllg period, or If the Customer uses the
LIcensed Program(s) for other than non-productIve use durlllg the testing penod, the LIcensed Program(s) shall be deemed to
be accepted under the provIsions of thIS Agreement.
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VII. LICENSED PROGRAM SERVICES
Trammg on HTE Licensed Program(s), If necessary, wIll be provIded for in the Supplement(s) and wIll be mvoiced as
mcurred 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 apphcation, and are estlmated
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 mvoiced as mcurred at the rate specified in the
applicable Supplement(s) or at HTE's then prevailing rate per hour. Data must be given to HTE m an IBM compatible format
on a specified magnetlc medIa. Input data file clean up shall be the responsIbIhty of the Customer. SpecIfic requrred detaIls
for each conversion shall be included in each converSIOn SCR. AddItional converSIOn, If necessary, will be mVOlced at the
prevailmg 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 electromc conversion. All manual conversIOns are the
responsIbility of the Customer.
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 m the Supplement(s).
Project Management IS strongly recommended by HTE, and if provIded for m the Supplement(s), wIll be mVOlced as
mdIcated m the Supplement(s).
HTE WIll provIde the Customer with the Support Services listed below for the HTE LIcensed Program(s) for such penod as
may be hsted m the Supplement(s), and commencing one hundred twenty (120) days after dehvery 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.
a. Toll free telephone support line; twenty-four (24) hours a day, seven (7) days per week.
b. Electronic support.
c. All product updates and all new releases of the covered Licensed Program(s), including all apphcable
federal and state mandated requirements (e.g. 1099, W2, Washmgton State Department of Retirement
Services, etc.).
d. Response to calls, under normal condItions, in approximately two (2) hours of receipt ofincommg call, WIth
the goal of accomplishing the acceptable resolution of issues within twenty-four (24) hours, but with
successful resolution within a reasonable period of time under the cIrcumstances.
e. Error correctIOns as made.
Support requests for the frrst one hundred twenty (120) days after delivery of the LIcensed Program(s) shall be directed to the
appropnate HTE project manager or tramer. Support ServIces do not mclude mamtenance on modIficatIOns made to the
Licensed Program(s) at Customer's request.
Upon commencement of the HTE Support ServIces, telephone support will be proVIded using a dedIcated support telephone
number, and the Customer must have Electromc Customer Support installed. Support requests relating, if applicable, to third
party hardware or software WIll be drrected to the Vendor of such products unless otherwise provided for m the
Supplement(s). Unless otherwIse stated herem or m the Supplement(s), HTE shall assume no responsIbIhty for the pncmg of,
payment to, or proviSIOn for support services of any thrrd party Vendors.
HTE shall not supply any support services nor be hable 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 eqmpment not
supplied or approved by HTE. Authorizatlon shall not be withheld unless saId eqmpment WIll cause operational damage to
the system, or requrre undue system support from HTE.
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Customer acknowledges that the systems supplIed by HTE have umque operatmg 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 vIOlatmg the approved operatmg
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 m conformance WIth specIficatIons, HTE shall have no obligatIon for warranty beyond that of the hardware or
other third party manufacmrer or that specIfied in the Supplement(s).
VIII. PROTECTION AND SECURITY OF PROPRIETARY MATERIALS
The Customer acknowledges that the LIcensed Program(s), mcluding the source code, deSIgn specIficatIons and assocIated
documentation of the Licensed Program(s), (the "HTE Proprietary Information") constimte proprietary information and trade
secrets of HTE and WIll remam 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 Propnetary InformatIOn The Customer
shall hold in confidence the HTE Propnetary InformatIOn for ItS benefit and mternal 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 m money damages, and, accordmgly, shall be entItled, without bond, to an
mJunctIon against such breach or threatened breach. This section shall not apply to informatIOn that is legally reqUIred to be
dIsclosed pursuant to the Washington State Public DIsclosure Stamte, as set forth in Chapter 42.17 RCW.
IX. WARRANTY
HTE warrants that for a penod of ninety (90) days after acceptance, as provided for m 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 operatmg environment. HTE does not warrant that the
functIons contamed in the Licensed Program(s) WIll meet the Customer's requirement or WIll operate m the combmatIOns
whIch may be selected for use by the Customer after the mnety (90) day penod after the completIOn of the LIcensed Program
testing descnbed in SectIon VI. Any other utIlity or mCIdental 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 ongmally supplied for and accepted by Customer, and for changes made to the
LIcensed Program(s) by HTE's authonzed representatIves and changes made pursuant to SectIOn II d of thIS Agreement. 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 m the Supplement(s) and that the HTE
LIcensed Program(s) does not infnnge any intellecmal property of any thIrd party. HTE agrees to indemnIfy Customer
agamst expenses, mcluding reasonable attorneys' fees, and lIabIlIty ansmg from any claIm of mfringement related to HTE
LIcensed Program( s) proVIded HTE shall have the nght to control the defense or settlement of any such clarm. 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 nght 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 dus Agreement for the partIcular LIcensed Program(s) that IS
deterrmned to be mfringing.
HTE does not make any representations or warranties WIth respect to mtellecmal 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
. .
X. COpy AND USE
Customer shall have the right to use the LIcensed Program(s) m eqUIpment or systems supphed or approved by HTE whIle
thIS Agreement IS in effect. Customer shall have the nght 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
XI. LIMITATION OF LIABILITY AND REMEDIES
To the extent pemntted by law, and to the extent prOVIded for under tills Agreement, for clallllS related to bodIly injury, death
and damage to real property and tangible personal property, HTE shall mdenullfy and hold hannless the Customer from and
agamst all dIrect damages and costs of any kmd, mcluding but not lmllted to reasonable attorney fees, ansing out of or
resultmg from any neghgent acts, or neghgent ormSSIOns of HTE, regardless of whether such claims are caused m part by any
party mdenmIfied hereunder, but not to the extent that the Customer IS legally hable for such damages and costs In no event,
however, will HTE be hable for any consequential damages, mcludmg lost profits, savmgs or reprocurement costs, even If
HTE has been adVIsed of theIr possIbihty.
Except for HTE's obligations to mdemnify the Customer under mfrmgement actIOns, as noted in Sections IX and XII of thIS
Agreement, and claims for personal mJury or damages to real or tangible personal property caused by HTE's neghgence as
noted above, HTE's liabihty for damages to the Customer for any cause whatsoever under tills Agreement, regardless of the
form of actIOn, IS lrrmted to the total amount of fees paid by Customer under thIS Agreement for HTE Licensed Program(s)
and services, not mcluding any fees assocIated with HTE project management and related out-of-pocket expenses.
In SItuations involvmg performance or nonperformance of LIcensed Program(s) furnished under tills 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
lrrmts 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 agamst any clarrn that the HTE Licensed Program(s) supphed hereunder
infringe aU. 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 clarrn. To quahfy for such defense and payment, the Customer must:
a. GIve HTE prompt wntten notIce of any such claun, 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 optlon and expense, if such claim has occurred or m HTE's Judgment IS hkely to
occur, to procure the nght for the Customer to contlnue usmg the Licensed Program(s) or to replace or to modify them so that
they become non-infrmgmg. If neither of the foregoing alternatives is available on terms which are reasonable in HTE's
Judgment, upon wntten request, the Customer wIll return the LIcensed Program(s) to HTE, and HTE shall refund to the
Customer the hcense fee(s) paid under this Agreement for the partIcular LIcensed Program(s) that IS detemnned to be
Infringing.
HTE shall have no obligation With respect to any such clarrn 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 obligatlon to the Customer regarding mfrmgement.
XIII. COPYRIGHT PROTECTION
The software and any written documentatlon associated therewith are protected under the Copyright Laws of the Umted
States. HTE warrants and Customer acknowledges that HTE has the following exclusive nghts WIth regard to the Licensed
Program(s):
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a. To reproduce the LIcensed Program(s) m any or all forms.
b. To adapt, transform or rearrange the LIcensed Program(s).
c. To prepare other products derivative of the Licensed Program(s).
d. To control the dIstrIbutIOn of the Licensed Program(s).
Customer agrees not to VIOlate any of HTE's rights or to aSSIst or aId others m domg 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 commencmg any legal action under thIS Agreement, the partIes agree to try in good faith, to settle any dIspute anncably
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 agamst the other. Each party hereto agrees to subnnt to the
personal jurisdIction and venue of the state and/or federal courts m or for Clallam County, Washmgton for resolution of all
disputes m connection with this Agreement.
Binding Agreement. The mdlVIdual signing thIS Agreement and any Supplement(s) to tills Agreement for HTE and for the
Customer warrants that they have been duly authonzed to bmd theIr respective prmcIpals to all nghts, duties, remedIes,
obhgatIons and responsIbIhtIes mcurred by way of thIS Agreement and that the Agreement and any Supplement to the
Agreement are a valid and bmdmg obligation of HTE and the Customer.
Assignment. ThIS Agreement and the rights, title, and mterest may not be assigned or transferred by the Customer Without
the pnor wrItten consent of HTE, WhICh consent may be withheld by HTE. HTE may aSSIgn ItS nghts, title and mterest by
providmg prior written notice to the Customer.
Successors Bound. The terms and conditions of thIS Agreement shall extend and mure to the benefit and be bindmg on the
respective successors and assigns of Customer and HTE
Force Majeure. HTE IS not responsible for faIlure to have fulfilled its obhgations under thIS Agreement due to causes
beyond ItS control.
Severability. If any term or provisIOn of thIS Agreement or the apphcatIon thereof to any entity, person or CIrcumstance
shall, to any extent be held mvahd or unenforceable, the remainder of tills 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 vahd and enforceable to the fullest extent
permitted by law
Notices. Any notice proVIded for herem shall be m wrIting and sent by regIstered or certIfied mall, postage prepaId,
addressed to the party for whIch It IS mtended at the address set forth on the first page of the Agreement or to such other
address as eIther party shall from tnne to tnne indicate in writing. Any such notice to be deemed to be effective upon receIpt
or five (5) days from the date of the maIlmg, whIchever occurs fIrSt.
Publication. HTE reserves the nght to publish certam Information regarding this Agreement. PublIcation may mclude, 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 headmgs, articles, paragraphs, subparagraphs or titles m thIS Agreement are mserted for the
convenience of organizatIOn and reference and are not mtended to affect the interpretation or constructIOn of the terms
thereof.
Non-Hiring Statement. During the term ofthis Agreement and for a period of twenty-four (24) months after the termination
of this Agreement, the Customer may not offer to hire or m any way employ or compensate any of the employees of HTE or
persons who have been employed by HTE WIthIn the rrnmedIate past twenty-four (24) months WIthout pnor consent ofHTE
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Non-waiver. Waiver of any breach or default hereunder shall not consutute 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 and any Supplement(s) and/or Amendments to this Agreement consutute the enure
Agreement between the partIes, and there are no representatIOns, condIuons, warrantIes, or collateral agreements, expressed
or implied, statutory or otherwIse, WIth respect to this Agreement other than as contained herem, and thIS Agreement shall
supersede all prevIOUS commumcatIons, representations or agreements, either wntten or oral, between the partIes to thIs
Agreement. ThIS Agreement may not be modIfied, oll1ltted or changed m 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
mcluded m 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 subll1ltted 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 m writing to the
Customer.
Both partIes acknowledge that they have read thIS Agreement and agree to be bound by the terms and condItIons herem.
CITY OF PORT ANGELES, W A
H.T.E.,INC
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____ Authori ed ignature
-
~lY~
AuthorlZed SIgnature
(d,LEN N W,~I'-INS, /1!l.A..VlJR-~
Pnnt Name & TItle
Ronald E. Goodrow, ExecutIve Vice President
Pnnt Name & Title
f;; - :;J.lJJ - D::J.J
Date
March 26, 2002
Date
IBM and AS/400 are registered trademarks ofIntemational Business Machines CorporatIOn.
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HTE License doc
Ver 03/06/02
8
PTAN-Llcense doc
ReVised 03/26/02