Loading...
HTE Inc/Financial Software 03t AGREEMENT FOR LICENSE OF SOFTWARE, SALE OF HARDWARE, AND PROVISION OF RELATED SERVICES THIS AGREEMENT FOR LICENSE OFSOFTWARE, SALE OFHARDWARE, AND PROVISION OF RELATED SERVICES (the "Agreement"), is made and entered into by and between the CITY OF LA QUINTA, (the "City"), a California municipal corporation, and H. T.E., Inc. (the "Contractor"). The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Licensed Proaram(s), Hardware and Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide the software, hardware, and those services related to the acquisition of software and hardware, as specified in the "Licensed Program(s), Hardware, and Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "products" and "services" or "work"). Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services and that all products will operate in accordance with Contractor's Proposal dated December 2, 2002 for the warranty period(s) stated herein. 1.2 Contractor's Proposal. The Licensed Program(s), Hardware and Scope of Services shall include the Contractor's proposal or bid (except for Section 11), which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. Section 11 of Contractor's proposal, entitled "Contract Information'; shall not be incorporated herein. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.5 Familiarity with Work. Should the Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Contractor shall not relieve Contractor from any obligation to correct any incomplete, inaccurate or detective work at no further cost to the City, when such inaccuracies are due to the negligence of Contractor. 1.7 Additional Services. Should City require additional services, such additional services shall be controlled by the HTE System Change Request form ("SCR") which will be prepared for the City by HTE. HTE will proceed on the SCR when the signed SCR is returned with the City's authorization along with appropriate payment as provided for in Schedule A to Exhibit "A" hereto. 1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the products delivered and services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Pricing and Payment Schedule" attached hereto as Schedule A to Exhibit "A"and incorporated herein by this reference. The parties agree that the total payments due from the City under this Agreement, excluding the Annual Support Fee, shall not exceed the maximum contract amount of Two Hundred and Seventy Thousand Dollars ($270,000) ("Maximum Contract Payments"). The parties understand and acknowledge that the Maximum Contract Payments include an estimate for travel and living expenses of Twenty -Three Thousand Seven Hundred Dollars ($23,700) ("Budgeted Travel Expenses"). The Contractor represents that the Budgeted Travel Expenses represent its best estimate of the travel and living expenses necessary to fully carry out this Agreement. If, as a result of circumstances beyond the Contractor's control, the Contractor will be required to incur extraordinary and currently unanticipated travel expenses which will exceed the Budgeted Travel Expenses, the Contractor will obtain the advance written consent of the Contract Officer for any travel expenses in excess of the Budgeted Travel Expenses. If the Contract Officer denies the authorization, Contractor shall not be required to incur the travel expenses, and shall not be required to provide the service for which extraordinary travel expenses relate. The City shall not have to pay for any service not received in this situation, and any service fees paid for undelivered services shall be immediately refunded. 2.2 Timing of Payment. Invoices shall be due and payable within thirty (30) days of receipt. 3.0 PERFORMANCE SCHEDULE 2 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in the "Schedule of Performance" attached hereto as Exhibit "C" and incorporated herein by this reference. Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Maieure. The time period specified in the Schedule of Performance (Exhibit "C") for performance of the services rendered by Contractor pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargos, acts of any governmental agency other than City, and unusually severe weather, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contracting Officer in writing of the causes of the delay. The Contracting Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his judgment such delay is justified. 3.4 Term. This Agreement is effective from the date on which it is signed by both parties and will remain in effect until terminated as provided herein. License(s) granted under this Agreement may be discontinued by the City upon written notice, effective immediately, during the testing period described in Section VI of the license agreement contained in Exhibit "A" hereto. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. After execution of this Agreement, Contractor shall notify the City of the person Contractor is designating as the Project Manager with regard to the services to be performed. The person designated shall be authorized by Contractor to act on its behalf with respect to the work and products specified herein and to be the contact person for Contractor's decisions in connection therewith. The designation shall be subject to the City's approval. If, at any time while Project Management services are performed under this Agreement, the City, in its reasonable judgment, becomes dissatisfied with the Project Manager, Contractor shall appoint a new Project Manager, and the appointment shall be subject to the City's approval. If at any time while Project Management services are performed under this Agreement, the Contractor wishes to change the Project Manager, the new person shall be subject to the City's approval. 4.2 Contract Officer. The Contract Officer shall be the City's Finance Director or such other personas maybe designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by 3 City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. The parties acknowledge and agree that the hardware and services associated with the hardware are to be subcontracted to HTE-VAR, and City hereby gives its express written approval for such subcontracting by entering into this Agreement. City shall not assign this Agreement without the prior written consent of Contractor. Contractor shall have no right to assign this Agreement prior to the full implementation all services on Schedule A to ExhibitA has been completed. Thereafter, Contractor may assign this Agreement if the assignment is made in conjunction with the assignment of all such similar agreements held by Contractor. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.5 City Cooperation. The City shall provide Contractor with any plans, publications, reports, statistics, records or other data or Information pertinent to services to be performed hereunder which are reasonably available to the City. The City shall additionally provide Contractor staff assistance and shall take prompt and appropriate action when it will assist in ensuring and timely performance by Contractor hereunder. 5.0 INSURANCE, INDEMNIFICATION AND BONDS. 5.1 Insurance. The Contractor shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's acts or omissions rising out of or related to Contractor's performance under this Agreement. The insurance policy shall contain a clause providing that the coverage shall be primary for losses arising out of Contractor's performance hereunder and neither the City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming the City and its officers and employees as additional insureds shall be delivered to and approved by the City prior to commencement of the services hereunder. The amount of insurance required hereunder shall be determined by the Contract Sum in accordance with the following table: Coverage (personal injury/ Contract Sum property damage) Less than $50,000 $100,000 per individual; $300,000 per occurrence 4 $50,000 - $300,000 $250,000 per individual; $500,000 per occurrence Over $300,000 $500,000 per individual; $1,000,000 per occurrence The Contractor shall also carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by the Contractor, its officers, any directly or indirectly employed by the Contractor, any subcontractor, and agents or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contractor's performance under this Agreement. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a clause providing that coverage shall be primary for losses arising out of Contractor's performance hereunder and neither the City nor its insurers shall be required to contribute to such loss. A certificate evidencing the foregoing shall be delivered to and approved by the City prior to commencement of the services hereunder. Contractor shall also carry Workers' Compensation Insurance in accordance with State Workers' Compensation laws. The Contractor shall procure professional errors and omissions liability insurance in the amount not less than $5,000,000. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30) days' written notice of proposed cancellation to City. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify the City, its officers, employees, contractors, subcontractors or agents. 5.2 Indemnification. The Contractor shall defend, indemnify and hold harmless the City, its officers, officials, employees, representatives and agents ("City indemnitees"), from and against any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person(s), for damage to property (including property owned by the City) ("Claims") and for errors and omissions committed by Contractor, its officers, anyone directly or indirectly employed by Contractor, any subcontractor, and agents or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contractor's performance under this Agreement, except to the extent of such loss as may be caused by City's own active negligence, sole negligence or willful misconduct, or that of its officers or employees. In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding in any way involving such Claims, errors or omissions, Consultant shall provide a defense to the City indemnitees, or if, in City's opinion, Contractor fails to provide an adequate defense, the City shall provide its own defense and Contractor shall reimburse the City indemnitees their costs of defense, including reasonable attorneys fees, incurred in defense of such Claims. In addition Consultant shall be obligated to promptly pay any final judgment or portion thereof rendered against the City indemnitees. E 5.3 Remedies. In addition to any other remedies the City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, the City may, at its sole option: a. Order the Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. b. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies the City may have and are not the exclusive remedies for Contractor's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractors' performance of work under this Agreement. 6.0 RECORDS AND REPORTS. 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 6.2 Records. Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to verify services and products delivered and reconcile amounts charged. Books and records shall be kept and prepared in accordance with generally accepted accounting principles. Upon no less than rive (5) business days written notice to Contractor, Contract Officer shall have full and free access to such books and records at Contractor's site, at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. Contract Officer may, in the alternative, request that Contractor provide such records, and Contractor agrees to use commercially reasonable efforts to provide such records (via facsimile transmission) within five (5) business days of Contract Officer's written request. 6.3 Ownership of Documents. Removed. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Contractor shall not disclose to any other private entity or person any information regarding the activities of the City, except as required by law or as authorized by the City. 7.0 ENFORCEMENT OF AGREEMENT. 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within the time periods specified herein after service of the notice, or such longer period as may be agreed by the Contract Officer and Contractor; provided that if the default is an immediate danger to the health, safety and general welfare, the City may take such immediate action as the City deems warranted. For a default in payment, the cure period shall be thirty (30) days; for a default other than payment or breach of confidentiality, the cure period shall be forty-five (45) days; and for a breach of confidentiality, there shall be no cure period. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 7.7. 7.3 Retention of Funds. Removed. 7.4 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Contractor requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Exclusive; Limitation of Liability. Except for Contractor's obligations to indemnify, defend, and hold the City harmless under this Agreement, Contractor's liability for damages to the City for any cause whatsoever under this Agreement, regardless of the form of action, is limited to the total amount of fees paid by City under this Agreement for Contractor's Licensed Program(s) and services, not including any fees associated with Contractor project management and related out-of-pocket expenses. The City's liability for damages to Contractor, for a cause of action for non-payment, is limited to the unpaid costs and fees for products and/or services already delivered. Except for Contractor's obligations to indemnify, defend, and hold the City harmless under this Agreement, in situations involving performance or nonperformance of Licensed Program(s) furnished under this Agreement, the City's remedy is (1) the correction by Contractor of Licensed Program defects, or (2) if, after repeated efforts, Contractor is unable to make the Licensed 7 Programs) operate as warranted, the City shall be entitled to recover actual, direct damages to the limits set forth in this section. In no event will Contractor be liable for any consequential damages, including lost profits, savings or re -procurement costs, even if Contractor has been advised of their possibility. This limitation shall have no effect on the insurance coverage provided for the City's benefit pursuant to Section 5.1 of this Agreement. In the event Contractor brings a cause of action against the City for non-payment, City will not be liable under such cause of action for any consequential damages, including lost profits, savings or re -procurement costs, even if City has been advised of their possibility. 7.6 Le_ia/ Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Termination Prior To Expiration Of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section 7.8 for termination for cause. The City reserves the right to terminate this Agreement at anytime., with or without cause, upon thirty (30) days' written notice to Contractor. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all products and services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Pricing and Payment Schedule (Schedule A to Exhibit "A") or such as may be approved by the Contract Officer. 7.8 Termination For Default. If termination is due to the failure of a party to fulfill its obligations under this Agreement, the other party may, after compliance with the provisions of Section 7.2, terminate this Agreement. 7.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION. 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his personal interest or the interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any mbney or other consideration for obtaining this Agreement. 8.3 Covenant against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, disability or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, physical disability, mental disability, medical condition, age or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally, sent by overnight carrier, or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section 9.1. To City: CITY OF LA QUINTA 78-495 Calle Tampico La Quinta, California 92253 Attention: Thomas P. Genovese, City Manager To Contractor.- H. T. E., Inc. 1000 Business Center Drive Lake Mary, FL 32806 Attention: President 9.2 IntegratedAgreement. This Agreement contains all of the agreements of the parties and all previous understandings, negotiations and agreements are integrated into and superseded by this Agreement. 9.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or E unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not effect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 9.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. Iff IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. Dated. 4 -) - a 3 ATTEST. APPROVED AS TO FORM: r City Attorney Dated: MMa,mk CITY OF LA QUINTA, a California municipal corporation By.. City Manager "CITY" By: Name: Ronald E. Goodrow Title: Executive Vice President "CONTRACTOR" 11 EXHIBIT "A" LICENSED PROGRAM(S), HARDWARE, AND SCOPE OF SERVICES [To Be Attached] G O V E R N M E N T S O F T W A R E Helping Government Work Betters" EXHIBIT A to the AGREEMENT FOR LICENSE OF SOFTWARE, SALE OF HARDWARE, AND PROVISION OF RELATED SERVICES H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT HTE will furnish to the Customer by this Agreement: 1. The HTE Licensed Program(s) listed in the Supplements to this Agreement. 2. Grant of a nonexclusive, nontransferable license to use the Licensed Programs on HTE supplied or approved equipment. 3. Support service(s) as described herein. 4. Modifications, training, conversion and project management services as described herein and listed in the Supplement(s) to this Agreement. 5. Provide for the Third Party Hardware/Software from HTE-VAR. I. DEFINITIONS "Agreement" shall mean The Agreement for License of Software, Sale of Hardware, and Provision of Related Services by and between the City of La Quinta and H.T.E., Inc. "Customer" shall mean the City of La Quinta, including its employees, agents, and officials for whom Customer is responsible for compliance with the terms of this Agreement. "Licensed Program(s)" shall mean a licensed data program or set of programs, or routines and subroutines, consisting of a series of instructions or statements in machine readable object code form and any related licensed program materials provided for use in connection with the program. Unless otherwise provided herein, the term "Licensed Program(s)" shall refer solely to HTE Licensed Program(s). "Machine" or "CPU" or "Hardware" shall mean computer hardware designated, supplied or approved by HTE for operation of any Licensed Program(s). "Source Code" shall mean a copy of the computer programming code in human -readable form and related system documentation, including updates, applicable enhancements, and all pertinent commentary as well as any procedural code such as job control language. "Object Code" shall mean a copy of the computer programming code assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering. "Installation Date" shall mean the date that the Licensed Program(s) is installed/loaded on a designated machine. "Delivery Date" shall mean the date that the Licensed Program(s) is received by the Customer. For services, the "Delivery Date" refers to the date services are performed. "Acceptance" shall mean that the installed/loaded Licensed Program(s) has gone through the program testing and acceptance period as described in Section VI. "Support Services" shall mean the maintenance and support call services provided to Customer for the HTE Licensed Program(s). Exhibit A, Page 1 of 5 II. LICENSE The license granted under this Agreement permits the Customer, subject to the provisions of Sections VIII, IX, X and XII of this Agreement to: a. Use the Licensed Program(s) on the designated Machine(s) for Customer's internal use only and not for the processing of any data except Customer's (i.e., no service bureau use is permitted). b. Copy the Licensed Program(s) in machine readable object code form to provide sufficient copies to support the Customer's use of the Licensed Program(s) as authorized under this Agreement. c. Transfer the Licensed Program(s) to a back-up CPU to be used when the designated CPU is temporarily inoperable. d. Modify any Licensed Program(s) to form an updated work for the Customer's use, provided that: 1. The Customer supplies HTE with written notification of the modification. 2. The modification is made according to the HTE conventions of the HTE Modification Library and not to the base system. Customer is prohibited from reverse engineering, reverse assembling and reverse compiling the Licensed Program(s), in whole or in part. Failure to modify the programs in the manner prescribed may negate the ability to maintain the Licensed Program(s) by HTE and will relieve HTE of any responsibility to provide support services. Any updated work using portions of the Licensed Program(s) that meets the above criteria will continue to be subject to all terms of this Agreement. e. Have access to a copy of the Licensed Program(s). Unless otherwise provided herein, the Licensed Program(s) are provided in and may be used 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 Program(s) from escrow upon the occurrence of certain release events, such as HTE's failure to provide required maintenance services as agreed. III. TERM (moved to Agreement) IV. HTE SUPPLIED PRODUCT(S) AND/OR SERVICES HTE shall supply the Licensed Program(s) specified in the Supplement(s) in machine readable object code form with instructions for installation by the Customer, except the initial installation of the Licensed Program(s) in the Supplement shall be performed by HTE. Standard form options, if applicable, will be provided by HTE. In addition, HTE shall supply related services and/or maintenance, and may supply specialized hardware or other third party products necessary for the performance of certain special features or functions. These services and deliverables, if any, shall be identified and more specifically described in the Supplement(s), and shall constitute the complete list of deliverables provided by HTE. HTE assumes no liability for any 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 included in the Agreement solely for that purpose. V. PRICING AND PAYMENT TERMS All pricing and terms associated with Licensed Program(s) and any other HTE products and services are specified in the Supplement(s) to this Agreement. All payments by the City are subject to the Maximum Contract Payments cap contained in Section 2.1 of the Agreement. Unless specified to the contrary, prices quoted in the Supplement(s) to this Agreement are valid through the period ending December 31, 2003. HTE may increase its prices without notice on items not provided for in the Supplement(s). Fees for HTE Support Services are payable prior to the commencement of such Support Services. Should Customer require Support Services prior to receipt of payment and the contractual start date of such Service, Customer will be billed at the then prevailing hourly rate until payment is received. Fees for support services for any third party products provided for under this Agreement shall be payable to and in accordance with the provisions of the third party Vendor unless otherwise specified in the Supplement(s). Exhibit A, Page 2 of 5 Any taxes, except taxes on the gross or net income of HTE, resulting from this Agreement or activities resulting from this Agreement, including but not limited to sales and/or use tax, will be the responsibility of the Customer. However, all of such payments are counted towards the Maximum Contract Payments cap contained in Section 2.1 of the Agreement. HTE will accept an exemption certificate from the Customer in 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 Beginning on the date ten (10) days after delivery of the Licensed Program(s) by HTE, the Licensed Program(s) will be available for non -productive use for testing for a period of thirty (30) days. This testing period is to determine whether the Licensed Program(s) functions operate together and whether the Licensed Program(s) meet the Customer's specifications and/or requirements. At any time during the testing period, upon written notice, the Customer may discontinue the Licensed Program(s) and receive full credit or refund for the amount of the license fee. If written notice of discontinuance is not received by HTE prior to the end of the testing period, or if the Customer uses the Licensed Program(s) for other than non -productive use during the testing period, the Licensed Program(s) shall be deemed to be accepted under the provisions of this Agreement. VII. LICENSED PROGRAM SERVICES Training on HTE Licensed Program(s), if necessary, will be provided for in the Supplement(s) and will be invoiced as incurred at the completion of each training session at the rate specified in the applicable Supplement(s). The Customer understands that the number of training sessions and the number of hours of training vary per application, and are estimated based on HTE's experience in the training of other Customers for the same applications. Additional training can be provided upon request of the Customer at the then prevailing rate per hour. Conversion, if necessary, will be provided for in the Supplement(s) and will be invoiced as incurred at the rate specified in the applicable Supplement(s) or at HTE's then prevailing rate per hour. Data must be given to HTE in an IBM compatible format on a specified magnetic media. Data must match data field definition. Input data file clean up shall be the responsibility of the Customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is understood that no two systems and file structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the electronic conversion. All manual conversions are the responsibility of the Customer. Modifications, if any, will be provided for in the Supplement(s) and will be controlled by the HTE System Change Request form ("SCR") which will be prepared for the Customer by the HTE Project Manager responsible for that module. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with appropriate payment as provided for in the Supplement(s). Project Management is strongly recommended by HTE, and if provided for in the Supplement(s), will be invoiced as indicated in the Supplement(s). HTE will provide the Customer with the Support Services listed below for the HTE Licensed Program(s) for such period as may be listed in the Supplement(s), and commencing one hundred twenty (120) days after delivery of the Licensed Program(s). Thereafter the Services will be provided on a year-to-year basis provided the Customer exercises the option and pays HTE's annual support fee. a. Toll free telephone support line; twenty-four (24) hours a day, seven (7) days per week. b. Electronic support. C. Product updates and new releases of the covered Licensed Program(s). d. Response to calls, under normal conditions, in approximately twenty-four (24) hours of receipt of incoming call. e. Error corrections as made. Support requests for the first one hundred twenty (120) days after delivery of the Licensed Program(s) shall be directed to the appropriate HTE project manager or trainer. Support Services do not include maintenance on modifications made to the Licensed Program(s) at Customer's request. Upon commencement of the HTE Support Services, telephone support will be provided using a dedicated support telephone number, and the Customer must have Electronic Customer Support installed. Support requests relating, if applicable, to third Exhibit A, Page 3 of 5 party hardware or software will be directed to the Vendor of such products unless otherwise provided for in the Supplement(s). Unless otherwise stated herein or in the Supplement(s), HTE shall assume no responsibility for the pricing of, payment to, or provision for support services of any third party Vendors. HTE shall not supply any support services nor be liable for any damages in the event that any portion of the Licensed Program(s) is used on equipment or with software products or software systems other than those supplied or approved by HTE. HTE does not guarantee that equipment not supplied or approved by HTE that Customer may attach to the computer system will work with the Licensed Program(s). HTE agrees to advise Customer with respect to specified equipment, provided Customer requests such advice in writing from HTE. Customer acknowledges that the systems supplied by HTE have unique operating properties and are a matched system of components which must not be altered, modified, or tampered with without specific assistance from HTE designated personnel. HTE shall not be liable for any damage or loss of function which results from violating the approved operating environment by personnel not approved by HTE. In the event of the failure of any hardware component or other third party product supplied under this Agreement to function or operate in conformance with specifications, HTE shall have no obligation for warranty beyond that of the hardware or other third party manufacturer or that specified in the Supplement(s). VIII. PROTECTION AND SECURITY OF PROPRIETARY MATERIALS The Customer acknowledges that the Licensed Program(s), including the source code, design specifications and associated documentation of the Licensed Program(s), (the "HTE Proprietary Information") constitute proprietary information and trade secrets of HTE and will remain the sole property of HTE. The Customer agrees that it shall not at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party any of the HTE Proprietary Information, except as may be permitted pursuant to a non -disclosure agreement approved by Customer, HTE and such third party. The Customer shall hold in confidence the HTE Proprietary Information for its benefit and internal use only by its employees. The Customer further acknowledges that, in the event of a breach or threatened breach by the Customer of the provisions of this paragraph, HTE has no adequate remedy in money damages, and, accordingly, shall be entitled, without bond, to an injunction against such breach or threatened breach. IX. WARRANTY HTE warrants that for a period of three hundred sixty (360) days after execution of this Agreement, the HTE Licensed Program(s) listed in the Supplement(s) will perform in substantial compliance with the reference documentation supplied by HTE, provided the Licensed Program(s) are used in the proper operating environment. HTE does not warrant that the functions contained in the Licensed Program(s) will meet the Customer's requirement or will operate in the combinations which may be selected for use by the Customer after the three hundred sixty (360) day period after execution. Any other utility or incidental software distributed by HTE will be on an "AS IS" and "WITH ALL FAULTS" basis without warranty of any kind either expressed or implied. HTE shall be responsible only for the Licensed Program(s) and products as originally supplied and accepted by Customer, and for changes made to the Licensed Program(s) by HTE's authorized representatives. HTE will not be responsible for the consequences of attempts at changes or modifications to the products and Licensed Program(s) made by the Customer or any other unauthorized party. HTE warrants that it has the right to license the HTE Licensed Program(s) listed in the Supplement(s) and that the HTE Licensed Program(s) does not infringe any intellectual property of any third party. HTE agrees to indemnify and hold harmless Customer against any and all expenses, including reasonable attorneys' fees, and liability arising from any claim of infringement related to HTE Licensed Program(s) provided HTE shall have the right to control the defense or settlement of any such claim. If use of the HTE Licensed Program(s) by the Customer is enjoined by any infringement proceeding, HTE shall, if possible, obtain without unreasonable expense the right of License for the Customer to use the HTE Licensed Program(s) or if that is not possible, HTE shall refund to the Customer the license fee(s) paid under this Agreement for the particular Licensed Program(s) that is determined to be infringing. HTE does not make any representations or warranties with respect to intellectual property rights of any third party products. Any such representations or warranties are made solely by the Vendor of such products, and shall not be construed as a warranty with respect to infringement and the like by HTE. Exhibit A, Page 4 of 5 HTE MAKES NO WARRANTIES, OTHER THAN AS STATED HEREIN, WITH RESPECT TO THE PARTICULAR LICENSED PROGRAM(S), EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. X. COPY AND USE Customer shall have the right to use the Licensed Program(s) in equipment or systems supplied or approved by HTE while this Agreement is in effect. Customer shall have the right to make copies of the Licensed Program(s) and the associated reference documentation for archival and/or backup purposes only. Any copies made by Customer shall be the property of HTE. XI. LIMITATION OF LIABILITY AND REMEDIES — Refer to Section 7.5 of the Agreement. XII. PATENT AND COPYRIGHT INDEMNITY HTE will, at its expense, defend the Customer against any claim that the HTE Licensed Program(s) supplied hereunder infringe a U. S. or foreign patent, trademark or copyright, and HTE will pay all costs, damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, the Customer must: a. Give HTE prompt written notice of any such claim, and b. Allow HTE to control, and fully cooperate with HTE in the defense and all related settlement negotiations. The Customer agrees to allow HTE, at HTE's option and expense, if such claim has occurred or in HTE's judgment is likely to occur, to procure the right for the Customer to continue using the Licensed Program(s) or to replace or to modify them so that they become non -infringing, so long as such replacement or modification includes the same functionality as the Licensed Program(s). If neither of the foregoing alternatives is available on terms which are reasonable in HTE's judgment, upon written request, the Customer will return the Licensed Program(s) to HTE, and HTE shall refund to the Customer the license fee(s) paid under this Agreement for the particular Licensed Program(s) that is determined to be infringing. HTE shall have no obligation with respect to any such claim based upon the Customer's modification of the Licensed Program(s) or their combination, operation or use with data or programs not furnished by HTE or in other than the specified operating environment. This section states HTE's entire obligation to the Customer regarding infringement. XIII. COPYRIGHT PROTECTION The software and any written documentation associated therewith are protected under the Copyright Laws of the United States. HTE warrants and Customer acknowledges that HTE has the following exclusive rights with regard to the Licensed Program(s): a. To reproduce the Licensed Program(s) in any or all forms. b. To adapt, transform or rearrange the Licensed Program(s). c. To prepare other products derivative of the Licensed Program(s). d. To control the distribution of the Licensed Program(s). Customer agrees not to violate any of HTE's rights or to assist or aid others in doing so. Customer agrees to preserve all copyright and other notices in the Licensed Program(s) and written documentation. XIV. MISCELLANEOUS AGREEMENT PROVISIONS Successors Bound. The terms and conditions of this Agreement shall extend and inure to the benefit and be binding on the respective successors and assigns of Customer and HTE. Publication. HTE reserves the right to publish certain information regarding this Agreement. Publication may include, but shall not be limited to, using Customer's name in a press release announcing this Agreement and listing Customer's name on HTE's complete customer listing that is made available to other HTE customers and potential customers. Non -Hiring Statement. During the term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, the Customer may not offer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by HTE within the immediate past twenty-four (24) months without prior consent of HTE Exhibit A, Page 5 of 5 GOV E R N M E N T SOFTWARE Helping Government Work Better" SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT BY AND BETWEEN H.T.E., INC. AND CITY OF LA QUINTA, CA SCHEDULE A -PRICING AND PAYMENT SCHEDULE CONTRACT NO. LAQU-20030089 This Supplement is to the H.T.E., Inc. Software License and Services Agreement (Agreement) dated of even date herewith, between H.T.E., Inc. (HTE) and City of La Quinta, CA (Customer). Unless otherwise stated below, all terms and conditions as stated in the Agreement shall remain in effect. Designated Machine Use of the Licensed Programs provided in this Supplement on platforms other than specified below, without written permission from HTE, may be subject to an upgrade charge. Type: 9406 Model: Operating System: OS400 Ver.5, Rel. 2 800 Serial Number Tape Drive: 30 gigabyte V2 inch HTE Licensed Programs License Fees No. Days of Training Training Fees Conversion Fees Annual Support GMBA w/ Extended Reporting - GMJ/ERJ $ 28,150.00 11 $ 11,000.00 $ 5,950.00 - Global Financials - GFJ Incl. in GMJ Incl. in GMJ Incl. in GMJ Accounts Receivable - MRJ 9,550.00 7 7,000.00 2,050.00 Cash Receipts - CRJ 8,000.00 2 2,000.00 1,700.00 Land/Parcel Management - LXJ 11,000.00 2 2,000.00 $ 7,500.00 2,350.00 Building Permits - BPJ 17,300.00 8 8,000.00 12,000.00 3,650.00 Business Licenses - OLJ 9,450.00 4 4,000.00 2,000.00 Payroll/Personnel - PRJ 18,200.00 11 11,000.00 3,850.00 Document Management Services - DXJ 4,500.00 900.00 QRep Catalogs (GMJ,MRJ,CRJ,LXJ,BPJ,OLJ,PRJ) - CJ Incl. in License Fees 1,750.00 Menu Driver - HT 2 2,000.00 Subtotal $ 106,150.00 Minus Customer Discount (expires 3/31/03) (17,300.00) HTE Licensed Program Totals IS 88,850.00 47 $ 47,000.00 1 $ 19,500.00 $ 24,200.00 Third Party Applications License Fees No. Days of Training Training Fees Annual Support QRep Administrator (1 user) - CG $ 500.00 4 $ 4,000.00 $ 250.00 QRep End User (1 user) - CG 400.00 250.00 Third Party Applications Total $ 900.00 4 $ 4,000.00 $ 500.00 Third Party Hardware/Software/Services' Hardware/Software Fees Installation Fees Annual Support TechPath 2000 iSeries System $ 31,387.00 $ 5,500.00 $ 3,000.00 Third Party Hardware/Software/Services Total is 31,387.00 $ 5,500.00 $ 3,000.00 HTE Schedule A 3 LAQU-20030089-ScheduleA-revised032803.doc Ver. 09/10/02 1 Revised 3/12/03 Payment Schedule* Total Contract Due Upon Contract Execution Due As Incurred/ Delivered Due As Otherwise Noted HTE License Fees $ 88,850.00 $ 88,850.00 HTE Training Fees 47,000.00 $ 47,000.00 HTE Conversion Fees ( SCR# 2003-823, 2003-824) 19,500.00 9,750.00 $ 9,750.00 HTE Project Management 25,000.00 8,500.00 16,500.00 HTE Annual Support Fees 24,200.00 24,200.00 Third Party License Fees 900.00 900.00 Third Party Training Fees 4,000.00 4,000.00 Third Party Annual Support Fees 500.00 500.00 Third Party Hardware/Software/Services Fees 39,887.00 39,887.00 Sub -Total 249,837.00 Estimated Taxes 10,461.49 10,461.49 Grand Total $ 260,298.49 $ 108,000.00 $ 51,000.00 $ 90,837.00 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: Upon execution of this Supplement. HTE Training Fees: On invoice, as incurred. HTE Conversion Fees: 50% upon the execution of the System Change Request (SCR) (includes $250.00 processing fee noted below) and the remaining 50% upon completion. Project Management Fees: 34% due upon execution of this Supplement; 33% due upon completion of the first training session but not later than ninety (90) days following execution of this Supplement; and 33% due upon final go -live but not later than 270 days following execution of this Supplement. The term "Go -Live" is referred to as Customer's use of the Licensed Programs with real data in a production (and not testing) mode. Application Support Fees: Prior to the commencement of the initial term of support. Support fees for subsequent terms of support will be due prior to the start of that term at the then prevailing rate. Rates for subsequent years of support service are subject to change. Third Party License Fees: Upon execution of this Supplement. Third Party Training Fees: On invoice, as incurred. Third Party Support Fees: Prior to the commencement of the initial term of support. Support fees for subsequent terms of support will be due prior to the start of that term at the then prevailing rate. Rates for subsequent years of support service are subject to change. Third Party Hardware/ Software/Services Fees: Due according to the provisions of Attachments A, B, and C. 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 agrees to purchase airline tickets thirty (30) days in advance of travel, unless a shorter period of time is agreed by Customer; provided, however, that Customer agrees to pay any charges HTE incurs due to cancellations or changes in tickets unless such cancellation or change is made solely for HTE's convenience. HTE Support Services The initial term of HTE application support services shall commence one hundred twenty (120) days after delivery of the Licensed Programs, 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. Support Services do not include maintenance on modifications made to the Licensed Programs at Customer's request. HTE Schedule A 3 LAQU-20030089-ScheduleA-revised032103.doc Ver. 09/10/02 2 Revised 3/12/03 Third Party Support Services The initial term of Third Party application support services shall commence one hundred twenty (120) days after delivery of the Licensed Programs, and extend for a twelve (12) month term. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial support period. Application Training Listed above are the numbers of days of training for the Licensed Programs listed. Additional application training, if requested by the Customer, can be provided upon request at the standard billing rate in effect at that time. Any fee quoted does not include travel and living expenses. QRep Application Training Each QRep training session consists of one (1) four (4) day -session, which days must be attended consecutively, and is currently priced at $1,500.00 per session per attendee. The training takes place at the HTE Lake Mary, FL, facility. Customer is responsible for all its attendees' costs of travel to and from Lake Mary. Customer also has the option of being trained on site at Customer's location, which consists of one (1) four (4) day -session priced at $1,000 per session per attendee. Project Management Project Management fees will be invoiced in the amounts and under the terms stated above. A mutually agreeable work plan will be created by the HTE Project Manager and the Customer. Additional Project Management, if requested by Customer, will be invoiced at the then current HTE rate. Any fee quoted does not include travel and living expenses. Conversion Conversion, if provided for herein, 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 processing fee for preparation of each SCR requested by the Customer. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with fifty percent (50%) payment, which includes the non-refundable processing fee. The final fifty percent (50%) payment is due upon completion. Data must be given to HTE in an IBM compatible format on a specified magnetic media and must match data field definition. Input data file clean up shall be the responsibility of the Customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is 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 form(s) for any conversion services included in this Supplement are attached for Customer signature and return to HTE along with this Supplement. 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. 'Third Party Software and Hardware Unless otherwise provided for herein, warranty and maintenance offerings by HTE for its Licensed Programs do not apply to any third party hardware or third party software supplied under this Supplement. HTE does not make any warranties nor provide any source code for any non-HTE products unless otherwise provided herein. The return and refund policy of each individual third party hardware or third party software supplier shall prevail unless otherwise provided herein. It is hereby acknowledged by the parties that HTE VAR is the subcontractor for the Third Party Hardware/Software/Services purchased herein. Provisions for the HTE VAR Third Party Hardware are provided in Attachment "A", Master Product Agreement No. 200303127BB01, Attachment `B", Services Agreement No. 20030312BB02, and Attachment "C", Services Agreement No. 20030312BB03, all hereby made attachments hereto by their reference. Optional Applications For the period ending December 31, 2003, Customer has the option to license the Optional Applications and corresponding services listed below at the fees stated. These fees do not include project management, travel and living expenses, or conversions, all of which may be required. In the event that Customer elects to exercise this option, HTE and Customer will enter into written agreement to provide license of Optional Applications and corresponding services to Customer. The HTE Schedule A 3 LAQU-20030089-ScheduleA-revised032103.doc Ver. 09/10/02 3 Revised 3/12/03 interfaces listed below are interfaces only. Customer shall be responsible for obtaining the applicable hardware and system software from the appropriate third party vendor. Upon licensing of the Click2Gov Optional Applications, Customer agrees to meet the requirements of the HTE Click2Gov Hardware Recommendations to be provided at time of contract. Click2Gov Licensed Programs do not include source code. Optional HTE Applications License Fees Training Fees Installation/ Configuration Fees Annual Support Human Resources - YH $ 10,650.00 $ 5,000.00 $ 2,250.00 Work Orders/Facilities Management - WFJ 20,950.00 11,000.00 4,400.00 Asset Management II - A2J 8,700.00 4,000.00 1,850.00 Fleet Management - FMJ 17,550.00 7,000.00 3,700.00 Planning and Zoning - PZJ 17,300.00 5,000.00 3,650.00 Purchasing/Inventory - PIJ 16,900.00 8,000.00 3,550.00 Code Enforcement - CEJ 6,550.00 5,500.00 1,400.00 Financials Barcode Interface - BA 5,000.00 1,000.00 1,000.00 Document Imaging Interface (Financials) - IE 5,000.00 1,000.00 Document Imaging Interface (Community Development) - IL 5,000.00 1,000.00 HTE's VSI RecTrac Interface to Cash Receipts - VI 1,500.00 350.00 Click2Gov Core Module - KI 2,500.00 $ 2,560.00 450.00 Click2Gov Building Permits - K3 5,000.00 1,280.00 900.00 Click2Gov Business Licenses - K6 5,500.00 1,280.00 990.00 Click2Gov Planning and Zoning - K7 5,000.00 1,280.00 900.00 Click2Gov Purchasing/Inventory - K9 5,300.00 1,280.00 960.00 Building Permits Wireless - KB 4,500.00 1,280.00 900.00 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. 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 31, 2003. 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. HTE Schedule A 3 LAQU-20030089-ScheduleA-revised032103.doc Ver. 09/10/02 4 Revised 3/12/03 GOV E R-N ME N T SO f TWA RE Helping Government Work Better:* SYSTEM CHANCE REQUEST r La CLIENT: City of Quinta SCR NUMBER: 2003-823 APPLICATION: Land/Parcel Management DATE: 02/26/2003 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 project will include the conversion of the following 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 Description- 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. ■ Processing 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 based on parcel key if the input data files do not change. Exclusions to conversion cost estimate above: Multiple data formats will require an additional SCR Does not include any address matching. A Common key is required to link all data files that will be converted. 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. 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 uiii 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. SCR NUMBER: 2003-823 1 of 3 GOVEAN MEN T SOFTWARE Helping; Government Work Better:* SYSTEM CHANGE REQUEST 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 `o 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. Data Requirements unless include in the scope above: Clients must provide a sampling of all data sets to be converted and in some instances all data to be converted. For each data set identified: file layouts, detailed field descriptions, and any other information relevant to the current operating environment are required. All data must be submitted on IBM compatible media saved in V4R5 or prior release. Acceptable formats are: ■ 8 mm data cartridge (7GB/20GB) ■ 1/4" data cartridge (13GB/26GB) Magstar 3570 ■ Other formats need to be approved by the conversion manager. All data records should be ASCII or EBCDIC, fixed -length and fixed -field formatted non -binary data: Data to be converted must be provided on IBM/AS400 compatible media. All numeric fields must be right justified and zero filled. File iayouts with field descriptions must be provided for each file that is to be converted. All data files must have fixed length records and fixed length fields. The extraction of textual data string content into separate fixed data fields is not provided. If data is not provided in an AS400, fixed length format, as listed above, or requires any data cleanup, HTE will at its discretion, require an additional SCR or return the data to the client. Binary data may require additional charge to convert to zoned or packed data. Files not provided in fixed length format will require an additional SCR at a minimum of 2 hours per file. No guarantee will be made that HTE will be able to transfer non -fixed format files to a usable fixed format. Clients areresponsible for loading input files on local system: The client is responsible for providing 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 working on the conversion. HTE will assist with any questions on transferring these files from a PC to the AS400. Data cleanup for customers is NOT included in the conversion pricing. If the customer requests assistance, or assistance is needed due to customer's inability to perform data cleanup, a separate SCR will be opened specifically for this work. Support Requirements: Changes in project scope are subject to additional fees. Client is responsible for providing a contact to assist with field mapping and any question that might occur during the conversion process. . _ r:fyyuired throughout the conversion process. Client staff changes may require a charge to get new staff members up to speed with things like data transfers to refresh data files and understanding reports generated by conversions. Client is responsible for testing/verifying 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 into production, any additional corrections or issues will be billable. Client must return completed table cross reference within 30 days of receipt, or the conversion will be put on hold, will need to be re -scheduled and could be subject to a restart fee. As converted data is created on client's system, the client must test the data completely for each pass of the conversion. Unless waived in writing by HTE, the client will have 30 days to fully test the data, and report any errors. If HTE is not notified of any errors within 30 days, we will deem the converted data complete and accepted. The client's failure to identify errors until subsequent passes 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. 2 of 3 SCR NUMBER: 2003-823 60VtRN#AENT SOFTWARE Helping, Government Work Better.TM SYSTEM CHANGE REQUEST of the conversion could impact the timeline of delivery, and could subject the client to additional charges. HTE will provide assistance with the testing process and correct identified problems as described above prior to putting data into production. Once test data has been accepted and merged into production, any additional changes will be billed at your then current rate as defined in your contract. Once programming has begun, if the customer wants to change the input files, this may result in additional charges if re -work will be needed. Additional Information: This conversion estimate is based upon the information available to HTE at the time created. 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. The 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. Any waiver of any portion of the SCR is valid for that occurrence only. All other conditions remain in effect. A signed SCR must be received before the conversion will be put on the master schedule and assigned a specific programming date. On request, a window of when the conversion could begin will be provided, but that date may change, based upon receipt of the SCR and programming availability. A separate SCR will be opened for each application conversion purchased. Quotes for Conversion SCR's are subject to change without notice. Note: The prices quoted for conversion. services are based upon estimates of atypical conversion. Upon receiving actual. conversion; data and completion of conversion analysis, additional charges may be required. >�< < �."=`� inG ►►� 7 " FIXED $7,500.00 COST: HTE, inc. CONFIRMATION: Z. G Z o d 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 alltOilidtiCally 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. SCR NUMBER: 2003-823 3 of 3 9 gum 60VEAN#AENT SOFTWARE Helping, Government Work Better:" SYSTEM CHANGE REQUEST CLIENT: City of La Quinta SCR NUMBER: 2003-824 APPLICATION: Building Permits DATE: 02/26/2003 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. The scope of this project will include the conversion of the following data entities: ■ Contract Master, Contract Miscellaneous Information- up to 10 Misc notes ■ Application Master ■ Structure Master File, Structure Information file- up to 10 fields of Structure data code information ■ Permit Master File ■ Inspection Master file, Comments, Results ■ Names Master File ■ Any addresses that do not have an address match in the Land Management system will be assigned a generic location ID. Note: Simple data files (no more than five) provided by client externally described. Documentation on file and fields provided by client. Exclusions to conversion cost estimate above: • Permit Fee detail- like unit rate changes ■ Receipt's Master File, Detail- No payments due • Charges Master File- Totals only an no calculations behind totals ■ Unscheduled inspections ■ Plan review steps/tracking ■ Applications or inspections which are not customary to the HTE Building Permits application • Valuations or square feet calculations ■ No addresses will be created in HTE's Land Management system. ■ The client will create codes files during HTE training 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. SCR NUMBER: 2003-824 1 of 3 6 0 V E R N MEN T SO F T W Aft E Helping Government Work B+ette':* SYSTEM CHANGE REQUEST Clients must provide a sampling of all data sets to be converted and in some instances all data to be converted. For each data set identified: file layouts, detailed field descriptions, and any other information relevant to the current operating environment are required. All data must be submitted on IBM compatible media saved in V4R5 or prior release. Acceptable formats are: ■ 8 mm data cartridge (7GB/20GB) ■ 1/4" data cartridge (13GB/26GB) ■ Magstar 3570 ■ Other formats need to be approved by the conversion manager. All data records should be ASCII or EBCDIC, fixed -length and fixed -field formatted non -binary data: Data to be converted must be provided on IBM/AS400 compatible media. All numeric fields must be right justified and zero filled. File layouts with field descriptions must be provided for each file that is to be converted. All data files must have fixed length records and fixed length fields. The extraction of textual data string content into separate fixed data fields is not provided. If data is not provided in an AS400, fixed length format, as listed above, or requires any data cleanup, HTE will at its discretion, require an additional SCR or return the data to the client. Binary data may require additional charge to convert to zoned or packed data. Files not provided in fixed length format will require an additional SCR at a minimum of 2 hours per file. No guarantee will be made that HTE will be able to transfer non -fixed format files to a usable fixed format. Clients are responsible for loading input files on local system: The client is responsible for providing 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 working on the conversion. HTE will assist with any questions on transferring these files from a PC to the AS400. Data cleanup for customers is NOT included in the conversion pricing. If the customer requests assistance, or assistance is needed due to customer's inability to perform data cleanup, a separate SCR will be opened specifically for this work. Support Requirements: Changes in project scope are subject to additional fees. Client is responsible for providing a contact to assist with field mapping and any question that might occur during the conversion process. A primary contact will be required throughout the conversion process. Client staff changes may require a charge to get new staff members up to speed with things like data transfers to refresh data files and understanding reports generated by conversions. Client is responsible for testing/verifying 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 into production, any additional corrections or issues will be billable. Client must return completed table cross reference within 30 days of receipt, or the conversion will be put on hold, will need to be re -scheduled and could be subject to a restart fee. As converted data is created on client's system, the client must test the data completely for each pass of the conversion. Unless waived in writing by HTE, the client will have 30 days to fully test the data, and ,eport any errors. If HTE is not notified of any errors within 30 days, we will deem the converted data complete and accepted. The client's failure to identify errors until subsequent passes of the conversion could impact the timeline of delivery, and could subject the client to additional charges. HTE will provide assistance with the testing process and correct identified problems as described above prior to putting data into production. Once test data has been accepted and merged into production, any additional changes will be billed at your then current rate as defined in your contract. Once programming has begun, if the customer wants to change the input files, this may result in additional charges if re -work will be needed. 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 modificatiun 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. 2 of 3 SCR NUMBER: 2003-824 60VERNAAENT SOFTWARE Helping Government Work Setter.'* SYSTEM CHANGE REQUEST Additional Information: This conversion estimate is based upon the information available to HTE at the time created. 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. The 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. Any waiver of any portion of the SCR is valid for that occurrence only. All other conditions remain in effect. A signed SCR must be received before the conversion will be put on the master schedule and assigned a specific programming date. On request, a window of when the conversion could begin will be provided, but that date may change, based upon receipt of the SCR and programming availability. A separate SCR will be opened for each application conversion purchased. Quotes for Conversion SCR's are subject to change without notice. Note: The prices quoted for conversion services are based upon estimates of a typical conversion. Upon receiving actual conversion data and completion of conversion analysis, additional charges may be required. IXED $129000.00 COST: HTE, inc. CONFIRMATION: CLIENT AUTHORIZATION: 109 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. SCR NUMBER: 2003-824 3 of 3 ATTACHMENT A TO GOVERNMENT SOFTWARE Helping Government Work Better.' SCHEDULE A- PRICING AND PAYMENT SCHEDULE CONTRACT NO. LAQU-20030089 BETWEEN H.T.E., INC. AND CITY OF LA QUINTA, CA MASTER PRODUCT AGREEMENT No. 20030312BB01 HTE VAR /i..ul Y.If rq.y Initial Order Description H.T.E., Inc. ("We") agrees to supply equipment ("Machines") and software ("Programs") to Customer ("You") and to make available the manufacturer's software services subscriptions ("Subscriptions") to You under the terms of this Attachment A (Agreement) and upon receipt of a $0.00 (U.S. Dollars) down payment. Collectively, Machines and Programs are referred to as "Products". The Products and Subscriptions to be provided to You are specified in the initial product schedule below. The parties may enter into new product schedules from time to time which shall be governed by this Agreement, provided all such product schedules shall be in writing, shall be signed by both parties, shall be sequentially numbered (Product Schedule A-1, A-2, A-3, etc.), and shall reference this Agreement. Alternatively, You may provide us with a purchase order for additional Products or Subscriptions, which is in your standard form. However, You acknowledge and agree that, notwithstanding anything in your standard form purchase order to the contrary, the Additional Terms of this Agreement will govern all additional orders of Products or Subscriptions reflected on product schedules or purchase orders We accept from You after the date hereof. The price for all Products is shown below. You agree to pay the total price of all Products, shipping charges, applicable sales taxes and the price for the Subscriptions. TNTTT A T . PR ODUCT SCHEDULE Machine/Program Description Quantity Unit Price Amount 9406-800 iSeries Model 800-2463 with 1 GB Memory, 105GB RAID-5 Disk, Integrated Naviline Server, 2 10/100MB ethernet Cards, Remote Console Cable and Rack Mounting Rails 1 24,956.00 24,956.00 5722-PT1 Performance Tools 1 0.00 0.00 5722-SS1 OS/400 V5R2 with PSF 1-45 1 0.00 0.00 5722-ST1 SQL Toolkit 1 0.00 0.00 5722-VP1 Valu ak 1 2,695.00 2,695.00 5722-WDS Webs here Development Studio 1 2,041.00 2,041.00 5722-XW 1 iSeries Access - machine unlimited user 1 0.00 0.00 5733-SU 1 Software Subscription 1 year 1 578.00 578.00 5733-SX1 Software Support 1 year 1 348.00 348.00 Windows 2000 Server - 5 CAL 1 769.00 769.00 Rack, UPS, PC for system console and Windows Server console supplied by City of La Quinta Total Price Excluding Sales Taxes: 1 $31,387.00 This Master Product Agreement, including the Additional Terms on page 2, form our complete Agreement (the "Agreement") regarding these Products and Subscriptions and replace and supercede any prior oral or written communication between us, including, without limitation, any purchase order that You issue for these Products or Subscriptions. 1351764v2 Attachment A Page 1 of 2 LAQU-20030089-Schedule A-revised031203.doc Additional Terms Order, Delivery and Installation This is a custom order. If You cancel an order for Products within 10 business days prior to their shipment date, then You agree to pay any costs We incur for such cancellation, including cancellation charges We are assessed by our suppliers. However, You may not cancel an order after the Products have been shipped, and You may not cancel an order for Subscriptions after they have begun. Unless You request otherwise and pay the corresponding charges, all Products are shipped via normal ground transportation. We bear the risk of loss for each Product until it is delivered to You. Thereafter, You assume the risk of loss. You must install all Programs and You must install Machines designated as Customer -set-up by the manufacturer. The manufacturer will install all other Machines. Within 10 business days of their delivery, You may return any Products that are defective on arrival. Otherwise, if You wish to return any Products which are not defective and have never been installed, then You must first obtain our written consent and agree to pay any return charges We are assessed by our suppliers. Some Products may not be returnable. Following their installation, You may only return the Products under the provisions of the manufacturer's warranty. Payment You agree to pay applicable sales taxes or supply exemption documentation. You are responsible for personal property taxes for all Products from the date they are shipped to You. We invoice the Products when they are shipped. We invoice Subscriptions when they are processed. We will apply your down payment to the invoice amount (the "Invoice Amount"), which will include the price of Products plus shipping charges and applicable sales taxes and the price for the Subscription. The balance of the Invoice Amount is due 30 days following receipt of the invoice. Amounts past due will be assessed a late payment charge of 1.5% per month, which You agree to pay. Title and License We transfer title to Machines to You when We (a) receive the total Invoice Amount due and (b) You return any removed parts that become our property during a feature or model update. The application, use and other aspects of the Programs and the Subscriptions are solely governed by the terms and conditions of the applicable agreement between You and the Owner of the Program. You do not receive title to any Program, but only the right to use the Program under the applicable agreement between You and the Owner of the Program. If You fail to pay the Invoice Amount, including late payment charges and any renewal amounts for Subscriptions, then We may remove and repossess the Machine without notice or demand, and We may request the manufacturer to cancel the Program license or Subscription. WARRANTY ALL WARRANTIES WITH REGARD TO THE PRODUCTS OR THE SUBSCRIPTIONS ARE PROVIDED DIRECTLY BY THE MANUFACTURER TO YOU. WE WARRANT ONLY THAT WE ARE AUTHORIZED TO SUPPLY THE PRODUCTS AND THE SUBSCRIPTIONS TO YOU AS SET FORTH HEREIN. THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND WE MAKE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT UNINTERRUPTED OR ERROR -FREE OPERATION OF ANY PRODUCT. LIMITATION OF LIABILITY IF YOU ARE ENTITLED TO RECOVER DAMAGES FROM US, IN EACH INSTANCE, REGARDLESS OF THE BASIS ON WHICH DAMAGES CAN BE CLAIMED, WE ARE LIABLE ONLY FOR ACTUAL DAMAGES CAUSED BY A PRODUCT IN AN AMOUNT NO GREATER THAN THE PRICE YOU HAVE PAID FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM. UNDER NO CIRCUMSTANCES ARE WE RESPONSIBLE FOR (A) LOSS OF, OR DAMAGE TO, YOUR PROGRAMS, RECORDS OR DATA; OR (B) SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF WE ARE INFORMED OF THEIR POSSIBILITY. .1351 7642 Attachment A Page 2 of 2 LAQU-20030089-Schedule A-revised031203.doc y � � GO V I.M ME MT SOFT MI.[ ,Helping Government Mork Setter:' ATTACHMENT B TO SCHEDULE A- PRICING AND PAYMENT SCHEDULE CONTRACT NO. LAQU-20030089 BETWEEN H.T.E., INC. AND CITY OF LA QUINTX CA SERVICES AGREEMENT NO.20030312BB02 Protect Description HTE VAR . V. ew MR ..%—" H.T.E., Inc. (We) agrees to provide Services described in a Statement of Work below to 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: TechPath 2000 Installation Services ❑ Hourly Services: Hours x $175.00 per Hour = Estimated Total Charges OR ® Fixed -Price Services: 5,500.00 Invoiced Upon Product Start Estimated Expenses: 1,200.00 Travel & Living and Other Expenses Estimated Start Date: End Date: Services: 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. Agreement Number:20030312131302 Revised 12-12-00 Attachment B Page 1 of 3 LAOU-20030089-Schedule A-revised031203.doc Additional Terms Billing For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one -hour minimum for each day in which Services are provided on -site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may increase our hourly billing rate and minimums by giving you three (3) months' written notice. Hourly Services are invoiced weekly as the work progresses. Fixed -Price Services are invoiced as specified in the Statement of Work. Travel and other expenses are invoiced weekly using IRS mileage allowances for automobile transportation and actual cost for all other expenses. Charges for Services and expenses are due 30 days following receipt of invoice. 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 documentation. Project Completion and/or Termination Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed -Price Services will end when the tasks described in the Statement of Work are complete. Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement, including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical. You agree to pay for all Services we provide, all materials (including programs, program listings, documentation, reports or other similar works of authorship) we deliver and all expenses we incur through the project's termination, including charges we incur in terminating subcontracts. Customer Obligation You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the estimated number of hours of Services for Hourly Services (unless additional hours are authorized), whichever comes first. Subcontractors We have the right subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately responsible for the Services, subject to the terms of this Agreement. Changes to Statements of Work The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations. Warranty We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error free operation of any Service. Limitation of Liability In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim damages from us, we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or 2) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their possibility. Revised 12-12-00 Attachment B Page 2 of 3 LAQU-20030089-Schedule A-revised031203.doc Acknowledgement of Completion of Services Customer hereby acknowledges that the Services required to be provided under Services Agreement No. 20030312BB02 have been completed, and such Services are hereby accepted. [name of Customer] By: Name: Title: Date: Revised 12-12-00 Attachment B Page 3 of 3 LAQU-20030089-Schedule A-revised031203.doc Statement of Work for HTE VAR TechPath Services Scope of Services: HTE VAR Techpath Services are installation services designed to help accelerate the productive use of your iSeries 400. iSeries 400 Installation Planning: Review the System Order System Technical Specifications Network Connectivity End User Access Backup & Recovery Requirements Electrical Requirements Shipping Instructions iSeries 400 Installation: Install the new iSeries 400 system, OS/400, IBM Licensed programs, current cumulative PTF package and HIPER PTF's. HTE Application Installation: Install new HTE Application Modules and setup HTE environment. iSeries 400 Recommended configuration: Configure the following: Security level User profiles (up to 10) Locally attached, fixed function displays (up to 5) and printer (up to 2) Job logging environment Initial tuning of memory pools, subsystems and system values Electronic Customer Support iSeries Operational Verification: Verify the system is operational and that OS/400, IBM Licensed Program products, PTF's and HTE applications have been applied iSeries Installation Record: Deliver an installation record that documents the activities performed during this service iSeries Skills Instruction: Provide up to 2 of your staff with basic skills instruction on the installation and administrative tasks performed. Up to 4 hours of instruction. Assumptions: The successful execution of this Statement of Work is based upon the following assumptions: Work will be performed during normal business hours, Monday through Friday, 8:00 am to 5:00 pm, except on holidays, unless otherwise agreed to by you and HTE VAR. All tasks will be performed over a consecutive time frame unless otherwise agreed to by you and HTE VAR. A maximum of 4 days on site for system installation, configuration and skills transfer. Prerequisites: Designate a focal point for communication relative to this project, with the authority to act on your behalf in matters regarding this project. Provide access to information, iSeries systems, OS/400 programs products, peripherals and facilities, etc. required by HTE VAR personnel to complete our tasks. Provide adequate workspace and phone access during project services. Have an IBM Suppordine or HTE AS1400 Technical Suppordine contract. Revised 12-12-00 Attachment B Page 4 of 3 LAQU-20030089-Schedule A-revised031203.doc �■ten 40V[RNAI NT 5 0 F 7 W A A E HTE VAR � w.nKr r�� �� Helping Government VYork Better.' . ATTACHMENT C TO SCHEDULE A PRICING AND PAYMENT SCHEDULE CONTRACT NO. LAOU-20030089 BETWEEN H.T.E., INC. AND CITY OF LA QUINTA, CA SERVICES AGREEMENT NO.20030312BB03 Project Description H.T.E., Inc. (We) agrees to provide Services described in a Statement of Work below to 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: La Quinta Technical Support Line Services ❑ Hourly Services: Hours x 175.00 per Hour = Estimated Total Charges OR ® Fixed -Price Services: 3,000.00 Invoiced Upon Product Start Estimated Expenses: Travel S Living and Other Expenses Estimated Start Date: End Date: Services 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. Agreement Number: 20030312BB03 Revised 12-12-00 Attachment C Page 1 of 3 LAQU-20030089-Schedule A-revised031203.doc Additional Terms Billing For Hourly Services, the minimum billing increment is fifteen (15) minutes. However, there will be a one -hour minimum for each day in which Services are provided on -site and a fifteen (15) minute minimum for each day in which Services are provided by telephone. We may increase our hourly billing rate and minimums by giving you three (3) months' written notice. Hourly Services are invoiced weekly as the work progresses. Fixed -Price Services are invoiced as specified in the Statement of Work. Travel and other expenses are invoiced weekly using IRS mileage allowances for automobile transportation and actual cost for all other expenses. Charges for Services and expenses are due 30 days following receipt of invoice. 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 documentation. Project Completion and/or Termination Hourly Services will end when we provide the estimated number of hours or upon the estimated project end date unless you authorize additional hours or an extension of the end date. In the event that additional hours are not authorized for incomplete project which is provided on an Hourly Services basis, we do not warrant that the Services will be completed. Fixed -Price Services will end when the tasks described in the Statement of Work are complete. Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement, including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical. You agree to pay for all Services we provide, all materials (including programs, program listings, documentation, reports or other similar works of authorship) we deliver and all expenses we incur through the project's termination, including charges we incur in terminating subcontracts. Customer Obligation You agree to provide us reasonable access to the premises where Services will be provided during your business hours. You will also provide other onsite cooperation and assistance as may be reasonably requested by us. You agree to sign and deliver to us the Acknowledgment of Completion of Services when the tasks described in the Statement of Work are complete, or when we have provided the estimated number of hours of Services for Hourly Services (unless additional hours are authorized), whichever comes first. Subcontractors We have the right subcontract any part of the Services to a third party as we deem appropriate, provided that we will remain ultimately responsible for the Services, subject to the terms of this Agreement. Changes to Statements of Work The Statement of Work may only be changed by a written Change Authorization signed by both of us. The terms of the Change Authorization will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations. Warranty We warrant that we perform Services using reasonable care and skill in accordance with recognized standards in the industry. WE DO NOT PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error free operation of any Service. Limitation of Liability In the event that you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim damages from us, we are liable only for an amount no greater than the sum of all payments you have made to us. This limit also applies to liabilities of any of our subcontractors. It is the maximum for which we and our subcontractors are collectively responsible. Under no circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or 2) special, incidental, consequential or other indirect damages (including lost profits or savings), even if we are informed of their possibility. Revised 12-12-00 Attachment C Page 2 of 3 IAQU-20030089-Schedule A-revised031203.doc Acknowledgement of Completion of Services Customer hereby acknowledges that the Services required to be provided under Services Agreement No. 20030312BB03 have been completed, and such Services are hereby accepted. [name of Customer] By: Name: Title: Date: Revised 12-12-00 Attachment C Page 3 of 3 LAQU-20030089-Schedule A-revised031203.doc [To Be Attached] EXHIBIT "B" NOT APPLICABLE EXHIBIT [To Be Attached] Schedule of Performance Exhibit "C" To the AGREEMENT FOR LICENSE OF SOFTWARE, SALE OF HARDWARE, AND PROVISION OF RELATED SERVICES Contractor understands that City's desired go -live date is January 1, 2004. The parties agree to work toward a mutually acceptable implementation plan taking this desired date into account. While this go -live date is not a guarantee, the parties agree to provide the respective resources in a timely manner applying commercially reasonable efforts to produce go -live by the desired date. The parties agree to finalize the project training schedule within forty-five (45) days following contract execution. Further, HTE agrees to notify the City within fourteen (14) days after contract execution of the expected dates for delivery and installation of the hardware ordered under this Agreement. ATTACHMENT 1 Third Party Support Services The initial term of Third Party application support services shall commence one hundred twenty (120) days after delivery of the Licensed Programs, and extend for a twelve (12) month term. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial support period Application Training Listed above are the numbers of days of training for the Licensed Programs listed. Additional application training, if requested by the Customer, can be provided upon request at the standard billing rate in effect at that time. Any fee quoted does not include travel and living expenses. QRep Application Training Each QRep training session consists of one (1) four (4) day -session, which days must be attended consecutively, and is currently priced at $1,500.00 per session per attendee. The training takes place at the HTE Lake Mary, FL, facility. Customer is responsible for all its attendees' costs of travel to and 5-orn Lake Mary. Customer also has the option of being trained on site at Customer's location, which consists of one (1) four (4) day -session priced at S1,000 per session per attendee. Project Management Project Management fees will be invoiced in the amounts and under the terms stated above. A mutually agreeable work plan will be created by .the HTE Project Manager and the Customer. Additional Project Management, if requested by Customer, will be invoiced at the then current HTE rate. Any fee quoted does not include travel and living expenses. Conversion Conversion, if provided for herein, 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 processing fee for preparation of each SCR requested by the Customer. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with fifty percent (5001*) payment, which includes the non-refundable processing fee. The final fifty percent (50019) payment is due upon completion. Data must be given to HTE in an IBM compatible format on a specified magnetic media and must match data field definition. Input data file clean up shall be the responsibility of the Customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is 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 form(s) for any conversion services included in this Supplement are attached for Customer signature and return to HTE along with this Supplement. 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 (5001e) of the total price for the training or on -site project management; cancellation within three (3) days of start date, Customer is responsible for entire price of the training or on -site project management. In addition to the foregoing, Customer shall be obligated to reimburse HTE for any non- refundable expenses incurred by HTE for travel expenses. Notwithstanding the above, HTE will endeavor to reschedule HTE personnel in order to mitigate Customer's costs and expenses under this paragraph. To the extent HTE is successful in such rescheduling, Customer's payment obligations shall be reduced. 'Third Party Software and Hardware Unless otherwise provided for herein, warranty and maintenatxe offerings by HTE for its Licensed Programs 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 cede for any ion-HTE products unless otherwise provided herein. The return and refund policy of each individual third party hardware or third party software supplier shall prevail unless otherwise provided herein. It is hereby acknowledged by the parties that HTE VAR is the subcontractor for the Third Party Hardware/Softwar /Services purchased herein. Provisions for the HTE VAR Third Party Hardware are provided in Attachment "A", Master Product Agreement No. 200303127BB01, Attachment `B", Services Agreement No. 20030312BB02, and Attachment "C", Services Agreement No. 20030312BB03, all hereby made attschtnents hereto by their reference. Optional Applications For the period ending December 31, 2003, Customer has the option to license the Optional Applications and corresponding services listed below at the fees stated. These fees do not include project management, travel and living expenses, or conversions, all of which may be required. In the event that Customer elects to exercise this option, HTE and Customer will enter into written agreement to provide license of Optional Applications and corresponding services to Customer. The WrE Schedule A 3 LAQU-2003WB9-SchodulcA4evi"M2103.dm Ver. 09/10/02 3 Reviwd Y12/03 4 interfaces listed below are interfaces only. Customer shall be responsible for obtaining the applicable hardware and system software from the appropriate third party vendor. Upon licensing of the Click2Gov Optional Applications, Customer agrees to meet the requirements of the KM Click2Gov Hardware Recommendations to be provided at time of contract. Click2Gov Licensed Programs do not include source code. Optleoal HTE Applicadons License Few T Fees Insbiladoo/ CoMiguradon Fees Aunwl S Human Resources - YH S 10,650.00 S 5.000.00 S 2,2S0.00 Work Orders/Facilities Managenneat - IN 20,950.00 11,000.00 4,400.00 Asset ManaZwkent II - AN 8,700.00 4,000.00 1,850.00 Fleet t - FMJ 17,550.00 7,000.00 3,700.00 Planning and Zoning - PZJ 17,300.00 5,000.00 3,650.00 Purchasingftventwy. PIJ 16,900.00 8,000.00 3,550.00 Code Enforcement - CEJ 6,550.00 5,500.00 1,400.00 Financials Baroode Interface - BA 5,000.00 1,000.00 1,000.00 Document finag4 Interface inandals - IE 5,000.00 1,000.00 Document Waging Interface (CommuniV Development) - IL 5,000.00 1,000.00 HTE's VSI RecTrec Interface to Cash R - VI 1,500.00 350.00 Click2Gov Core Module - Kl 2,500.00 $ 2,560.00 450.00 C1ickWov Building Permits - K3 5,000.00 1,280.00 900.00 Click2Gov Business Licenses - K6 5,500.00 1,280.00 990.00 Click2Gov Planning and Zoning - K7 5,000.00 1,280.00 900.00 Click2Gov Purchasin - K9 5,300.00 1,280.00 %0.00 22!Eig Permits Wireless - KB 4,500.00 1,280.00 900.00 Preprinted Terms and Conditions Preprinted conditions and all other terms not inchided m this Supplement or in the Agreement on any purchase order or oter h document submitted hereafter by Customer are of no force or effect, and the terms and conditions of the Agmment, and if applicable, this Supplement and the Hardware Purchase Agreement if applicable, shall control unless expressly accepted by HTE in writing to the Customer. 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 31, 2003. 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. KM Sche" A 3 I.AQU-20030089-ScheduleA-myiied032103.doc Ver. 09/10102 4 Revised 3/12/03 5 ATTACHMENT 2 d C W Li, 0 11000"mo0Swissr Moomoomm r_- BB mm Or [A I WJS 0 IIIJIS 0 WJS MONSOON! r--,laMISS IS" off] is c • .a a r z oD .. u c± L ` a o r p 3 3 N '� m O 0 o v U. >> o E JJJJ JJ�� L �L