HomeMy WebLinkAbout07-133 Resolution No. 07-133
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
ADVANCED IMAGING AND PROCESSING, INC.
FOR A MUNICIPAL MANAGEMENT INFORMATION SYSTEM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Olufemi Folarin, City Manager, and Jennifer Quinton, Acting City Clerk, be and are hereby
authorized and directed to execute an agreement on behalf of the City of Elgin with Advanced
Imaging and Processing, Inc. for a municipal management information system, a copy of which is
attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: June 13, 2007
Adopted: June 13, 2007
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Jennifer Quinton
Jennifer Quinton,Acting City Clerk
•
ADVANCED
PROCESSING &
IMAGING, INC.
www.apimg.com
This Advanced Processing& Imaging, Inc. (herein called "API") Customer Agreement (herein called the "Agreement") covers the
major business transactions we may do with City of Elgin,IL(herein called the"Customer"),including:
(a)sale of equipment;
(b)license of programs;and
(c)provision of services.
API, agrees to provide the equipment, programs and services, listed within on designated Schedule(s) or Supplement(s). The
equipment,programs and services provided will be in accordance with the Terms and Conditions stated in this Agreement.
This Agreement supersedes all prior oral and written agreements, orders, or other writings, and together with the Schedules,
constitutes the sole agreement of the parties with respect to the subject matter thereof, and may not be changed or modified except in
writing signed by the parties against whom such modification is asserted. Once signed, any reproduction of this Agreement,made by
reliable means (for example photocopy) is considered an original and all equipment, programs and services Customer orders under
this Agreement are subjected to it.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ EACH OF THE TERMS AND CONDITIONS IN THIS
AGREEMENT AND AGREES TO BE BOUND BY THEM.
Agreement No. R051801
Agreed to and accepted for: Agreed to and accepted for:
Advanced Processing& Imaging,Inc. City of Elgin,IL
By: By:
(Auth ' ed Signat e) (A. ho`rized :nature)
Name: Mel Rothberg Name: Olufe,. .rin
(Printed or Typed) (Printed or Typed)
Title: Chief Executive Officer Title: City Manager
Date: May 18,2007 Date:
Address: Address:
1350 E.Newport Center Drive 150 Dexter Ct.
Suite 200 Elgin,IL 60120
Deerfield Beach,FL 33442-7712
Phone: 954-425-0018 Phone:
After signing,please return a copy of this agreement to the API office shown above.
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Software/Hardware Products Schedule
See Addendums A & B
Payment Schedule
Total amount due upon signing contract: 50%of software,hardware&professional services total
Total amount due upon software installation: balance of software&hardware total
Total amount due upon completion of training and monitoring: balance of professional services total
Annual maintenance total will be billed 90 days after completion of training and monitoring.
All invoices are payable upon receipt.
For wire transfer send to: Bank of America,Deerfield Beach,FL 800-299-2265
Transit/Routing#063100277 Account#3871431280
Installation Schedule
Installation Start Date: To be agreed upon. Training Dates:To be agreed upon. Monitoring Dates: To be agreed upon.
Initials:
1350 E.Newport Center Drive,Suite 200 I Deerfield Beach,FL 33442 1800.430.7011 1954.425.0018 I fax 954.425.7787 I www.apimg.com
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TERMS AND CONDITIONS 9. PERSONNEL MOVEMENTS. API agrees not to solicit the Customer's
personnel to work for API in any capacity for at least six(6)months after such
person has left the employment of the Customer,except with the express written
GENERAL TERMS AND CONDITIONS permission of the Customer.
10. INFRINGEMENT INDEMNITY. API will defend,at its cost, any claim
This document,including the schedules referred to herein("Agreement"),constitutes the brought against the Customer that the current release version of any programs
entire understanding and agreement between the parties and supersedes all prior or provided under this Agreement infringes a patent,trademark,copyright or other
contemporaneous agreements or understandings whether oral or written. The customer, intellectual property right of third parties,and will indemnify the Customer against
at API's discretion,may license additional software product(s)and purchase additional those costs and damages finally awarded or settled by negotiations in any action
hardware by way of a schedule referencing the license number of this Agreement. Such against the Customer based on any such claim provided that:
additional product(s)and services shall be governed by the terms of this Agreement. a) the Customer promptly notifies API in writing of any such claim;
b) API has sole control of and the Customer cooperates in all respects in the defense
1. HEADINGS. Clause headings are inserted for ease of reference only,and do not of any such claim and all related settlement negotiations;and
form part of this Agreement. c) Such claim does not relate to any act of the Customer,including without limitation,
a change in the software program,use thereof in a manner other than that specified
2. SEVERABILITY. If any provisions of this Agreement shall be held or made by API or any other breach of this Agreement by the Customer.
invalid or unenforceable by a court decision, statute or rule, the remaining d) If a judgment against API for any such claim has occurred,or in API's opinion is
provisions of this Agreement shall not be affected thereby and shall continue in full likely to occur,the Customer agrees to permit API,at its option and expense,
force and effect. either:
I. to produce for the Customer the right to continue using the program,or
3. NOTICES. Any notice,document or request to be given or served may be given 2. to modify the same so that it becomes non-infringing,or
or served by sending it by hand delivery,courier service or certified mail to the 3. to replace the same by non-infringing material so that the material as
address of API or the Customer set forth herein or by facsimile with receipt modified or replaced performs the same functions as the infringing material,
confirmed. Either party may give written notice to the other of a change of or
address,and after notice of such changes has been received,any notice,document 4. to terminate the license for the allegedly infringing product and refund a pro-
or request given or served thereafter shall be given to or served upon such party at rated amount of the license fees paid.
such changed address.
4. NON-ASSIGNMENT. The customer shall not assign,transfer,sublicense or CUSTOMER UNDERTAKINGS
grant a security interest in this Agreement in whole or in part without the prior
written consent of API. Notwithstanding the foregoing the Customer may assign I1 PERSONNEL MOVEMENTS. The Customer agrees not to solicit API
this Agreement to an entity controlling,controlled by or under common control personnel to work for the CUSTOMER in any capacity for at least six(6)months
with the Customer or to which substantially all of the Customer's assets are sold after such person has left the employment of API,except with the express written
without API's consent,provided that such entity is not a competitor of API's and, permission of API.
provided further, that if the Customer is to be released from any financial
obligations under this Agreement,the assignee must meet API's credit standards. 12. ACKNOWLEDGMENT. The Customer grants to API the right to use the
5. DISCLAIMER OF CONSEQUENTIAL DAMAGES. NEITHER PARTY Customer's name as a customer of API. Before API uses the Customer's name in
SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL,INDIRECT OR publicity,advertising releases or other materials prepared by and on behalf of API,
CONSEQUENTIAL. DAMAGES INCLUDING, BUT NOT LIMITED TO, API shall obtain the approval of the Customer.
ECONOMIC LOSS, LOST PROFITS, LOST REVENUE, AND DAMAGES 13. THIRD PARTY SOFTWARE. The Customer warrants that the Customer:
RELATING TO LOST DATA OR USE, EVEN IF THE PARTIES HAVE a) has any necessary permission, expressed or otherwise, to enable any
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND programs owned by or licensed from third parties and necessary for API to
WHETHER THE CLAIM IS MADE FOR BREACH OF CONTRACT,BREACH fulfill its obligations to the Customer to be copied and modified and run
OF WARRANTY,IN TORT OR OTHERWISE. during the use of the software product(s) without infringing third party
6. LIMITED WARRANTIES. The only warranties provided by API are those copyright or any other rights;and
specifically set forth in this Agreement,and such limited warranties are in lieu of b) the disclosure to or use of third party programs by API will not involve
any and all other warranties, express or implied, including any warranties of breach of confidence or contract.
merchantability and fitness for a particular purpose. API has authorized no other 14. COMPUTER CONTROLS. The Customer will be responsible for implementing
warranty or representation and the Customer has not relied on any other warranty sufficient procedures and checkpoints to satisfy the Customer's requirements in
or representation in its decision to execute this Agreement and purchase goods relation to security and accuracy of input and output data,including re-start and
and/or services. API's limited warranties shall be suspended by API without recovery in the event of a computer malfunction. The Customer shall provide
recourse on the part of the Customer during the period in which the Customer's suitably qualified user personnel to run the computer.
computer equipment fails to perform according to its standard performance
specifications or the operating system and other program products upon which the 15. EXPENSES. The Customer agrees to reimburse API for reasonable incidental
API software product(s)depend for successful operation fail to perform according expenses incurred by its staff for all travel and related living expenses(out-of-
to manufacture's specifications contained in their product documentation. API's pocket expenses)as a result of work performed under this Agreement.
limited warranties shall not apply to extent of any defect,error or other problem
caused or contributed to by the Customer or any third party,including without
limitation misuse, misapplication or failure to comply with the terms of this 16. TAXES. The Customer agrees to pay all sales, use,or other taxes or similar
Agreement and all related manuals and documentation. charges when due now or in the future,to the extent required by any local,state or
7. EXCLUSIVE REMEDIES. The exclusive remedies of the Customer for a federal law.
breach by API of any term of this Agreement shall be those specifically set forth 17. NON-API ERRORS. The Customer agrees that if operational problems or errors
herein,and shall be subject to the time limitations and notice requirement set forth are subsequently discovered to be attributable to malfunction of the customer's
herein. In the event of a breach by API of any term of this Agreement, the computer(s) or the malfunction of software other than the software product(s)
Customer shall be entitled to a claim for direct damages actually caused by such supplied by API,then all work performed by API in investigating and/or correcting
breach. In no event shall API have liability for any damages other than direct such situation shall be payable by the Customer at API's standard rates. If the
damages caused solely by API's breach. IN NO EVENT SHALL API'S Customer or its agents has altered,added to or deleted from the program coding
LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT EXCEED THE and/or the data files of the software product(s)so as to cause them to vary from the
AMOUNT OF THE LICENSE FEES PAID TO API HEREUNDER, software product(s)delivered or subsequently upgraded by API,then the Customer
REGARDLESS OF WHETHER THE CLAIM IS MADE FOR BREACH OF must provide reasonable evidence that any errors found have been introduced by
CONTRACT,BREACH OF WARRANTY,IN TORT OR OTHERWISE. API and,if API is called upon to repair any malfunction in the software product(s)
API UNDERTAKINGS as a result of changes made by the Customer or its agents,then the Customer shall
pay API,at standard rates,for all time spent by API representatives incurred in
8. STAFF ALLOCATION. API reserves the right to determine the allocation of making such repairs as well as all out-of-pocket expenses.
API personnel in furnishing services under this Agreement. This Agreement shall
not prevent the API personnel who are providing services to the Customer under
this Agreement from performing similar services for others nor shall it restrict API
in any other way in its use of API personnel,provided API meets its obligation of
confidentiality under this Agreement. Initials:
1350 E.Newport Center Drive,Suite 200 I Deerfield Beach,FL 33442 1800.430.7011 1954.425.0018 I fax 954.425.7787 I www.apimg.com
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SOFTWARE PRODUCT(S) continue to provide to the Customer the support services described in Clause 1 of
TERMS AND CONDITIONS the Service Terms and Conditions.
7) SOFTWARE PRODUCT SUPPORT CHARGES (SPSC). SPSC is a
API UNDERTAKINGS fixed percentage of the then current prices for API software product(s) and is
payable in advance on an annual basis.
1) GRANT OF LICENSE. API grants to the Customer a non-exclusive,non-
transferable license to use the software product(s)and associated documentation 8) NEW RELEASE SERVICE (NRS). After the expiration of the initial
for the Customer's own internal data processing use and not for third-party warranty period,API will provide to the Customer a new release service upon
processing,in perpetuity,subject to the Customer's performance of its obligation payment of the SPSC described in Clause 7. This service will provide all new
under this Agreement, and subject to the limitations on the number of users standard releases of the software product(s)licensed to the Customer as and when
authorized to use the software product(s) concurrently at any given time as they are ready for general customer use(as described in Clause 4b).
specified in the attached Software Products Schedule(s). The Customer may incur
additional user license fees in connection with the transfer of the software
product(s)from one processor or platform to a new processor or platform,if the 9) CHARGE CALCULATION. The current software product license fee
minimum number of users for such new processor or platform is greater than the percentage for SPSC is subject to change. API shall have the right,upon three(3)
number of authorized users as specified on the attached Software Products months written notice to the Customer,to change the charges for any given twelve
Schedule(s)or should the new processor be of greater capability as to fall into a (12)month period. The Customer may terminate the SPS by giving API ninety
higher price category for the software product(s)acquired herein: (90)days written notice prior to the next renewal date.
a) For purpose of this Agreement,the number of"users"shall be determined
by adding the number of individuals concurrently using the software 10) FORCE MAJEURE. API will provide the standard software product(s) as
product(s)at any given time. requested by the Customer but shall not be liable for any delay or for the
b) For purpose of verifying the Customer's use in accordance with this consequences of any delay in performing its obligations if such delays are due to
Agreement,at API's written request,not more frequently than annually,the industrial dispute of third parties or any act of God or any act beyond API's
Customer shall furnish API with a signed certification verifying that the reasonable control and in such case API shall be entitled to a reasonable extension
software product(s) are being used pursuant to the provisions of this of time for performing its obligations.
Agreement,including limitations on the number of users,and,
c) listing the locations,types and serial number of the systems on which the 11) CANCELLATION OF LICENSE. If the Customer defaults in the payment of
software product(s)are run. API may,at its expense,audit the Customer's any amount due and payable under this Agreement,or otherwise defaults in the
use of the software product(s). Any such audit shall be conducted during
regular business hours at the Customer's facilities and shall not performance of any other duties hereunder and fails to remedy such default within
unreasonably interfere with the Customer's business activities. If an audit thirty(30)days after receiving written notice from API,or if the Customer is in
reveals that the Customer has underpaid fees to API,the Customer shall be material breach of the confidentiality provisions contained in this Agreement,or if
invoiced for such underpaid fees based on the price list in effect at the time the Customer ceases to do business or a receiver is appointed for the Customer,or
the audit is completed;if the underpaid fees exceed 5%of the license fees some other act of bankruptcy occurs,then in addition to and without detracting
paid,then the Customer shall also pay API's reasonable costs of conducting from any other remedy which API may have,API may forthwith give notice of
the audit. cancellation of the license(s)granted herein,whereupon the Customer's right to
d) The Customer may copy the software product(s) solely for archival or use the software product(s) and the associated documentation shall cease,
backup purposes,provided that all titles trademarks and copyright notices provided,however,that the Customer shall have a period of continued use of the
are reproduced on such copies. All archival and backup copies are subject to software product(s)of up to sixty(60)days from notice of cancellation to allow the
the term of this Agreement. Customer to make alternative arrangements. Upon termination,the Customer shall
deliver the software product(s)together with the associated documentation to API
2) DELIVERABLES. API shall provide the following items as integral parts of and shall take all such steps as may be necessary to destroy copies of the software
the license granted: product(s)and any record of the same contained in any data retrieval systems
a) one copy of the software product(s) program and control procedures in under the control of the Customer. An officer of the Customer shall,at the end of
machine readable form; this sixty(60)day period,warrant in writing to API that the provisions of this
b) one copy of the software product(s)user manual. Clause have been satisfied. The exercise of rights under this Clause shall not
prejudice any rights of either party to damages or other equitable relief or
3) PAYMENT. The Customer agrees to payall invoices for license fees and SPS remedies,subject to the limitations contained in this Agreement. Termination shall
not relieve the Customer of the obligation to pay any fees that have accrued or are
and NRS charges in the amounts and in strict conformance with the payment terms otherwise owed by the Customer.
set forth herein and without setoff or retention. Late payments shall be subject to a
service charge in the amount of 1.5%per month on the unpaid invoice amount. CUSTOMER UNDERTAKINGS
4) LIMITED WARRANTY. For an initial period of ninety(90)days from the
date of delivery of the software product(s),API warrants that it will provide the 12) ACCEPTANCE. The customer will promptly test the software product(s)
support described below for API's standard software product(s) free of charge provided by API using data provided by the Customer and inform API of any
under warranty. material errors. API will correct these under warranty. API will not warrant the
a) API will use its best endeavors to start and continue remedial work on errors software product(s)if the Customer proceeds to use the software product(s)in a
which seriously affect operation of the software product(s). live environment before API has corrected the errors found during acceptance
b) API will provide media containing program fixes or upgrades to the standard testing.
software product(s)plus instruction on how to apply the program fixes or
updates to the standard software product(s). Updates shall mean subsequent 13) CONTROLS. The Customer shall be exclusively responsible for the provision
releases, which are generally made available to all API licenses at no of adequate supervision, management and control of the use of the software
additional charge but shall not include any release of future product that API product(s)including,but not limited to:
decides to license separately. Work performed by API at the request of the a) the provision of adequate and appropriate machine configuration,software
Customer to apply program fixes or updates to either standard or customized product(s), installation, audit controls and operating procedure including
software product(s)is an additional chargeable service. check points and restarts;and
c) API will provide upgrades to documentation after the installation date that b) the generation of the test data needed for the acceptance test.
API deems necessary to maintain continued effective use of the software
product(s)by the Customer.
d) API will provide hotline support between the hours of 8:30am and 5:30pm
EST on normal business days. Hotline support will consist of:
i) telephone assistance with program errors.
ii) telephone assistance with user problems and training,with each call
limited to five (5) minutes of free time and with additional time
chargeable as an additional service in fifteen(15)minute intervals.
iii) API will provide on-site assistance where deemed necessary by API
and the Customer(all expenses to be paid by customer).
5) THESE WARRANTIES ARE EXCLUSIVE AND SUBJECT TO CLAUSE 6.
LIMITED WARRANTIES AND CLAUSE 7. EXCLUSIVE REMEDIES IN
THE GENERAL TERMS AND CONDITIONS.
Initials.
6) SOFTWARE PRODUCT SUPPORT(SPS). After expiration of the initial
warranty period and upon payment of the SPSC described in Clause 7,API will
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14) TRAINING. The Customer agrees to release personnel for API training courses 2) DELIVERABLES. API shall provide,when available,as integral parts of this
as reasonably required by API to ensure the success of the installation of the Agreement:
software product(s). The courses may be held at the Customer's or at API's a) one copy of a specification of the services to be provided;
premises at the request of the Customer. The charge for these courses shall be as b) one copy of any computer programs and control procedures written by API
set forth in the then current edition of the API education price list. for the Customer in machine readable form;and
c) computer programs tested as far as is reasonably possible using API
15) CONFIDENTIALITY OF SOFTWARE PRODUCT(S). The Customer provided data on either API's,or by agreement,the Customer's computer.
agrees that during and after the term of this Agreement it shall not copy or
otherwise provide or make available for use or copying the software product(s)or 3) PAYMENT. The Customer agrees to pay all invoices upon receipt of the
any portion thereof to any persons other than employees of the Customer invoice and without setoff or retention. Late payment shall be subject to a service
specifically engaged in the use of the software product(s). No copies of the charge in the amount of 1.5%per month on the unpaid invoice amount.
software product(s)or its associated documentation beyond those necessary for
security purposes shall be made without the prior written consent of API. The
Customer shall provide to API prompt written notice whenever it copies or makes 4) OWNERSHIP. The Customer acknowledges that any deliverables provided
available any software product(s) as permitted in this Clause. The Customer under this Agreement shall be and remain the property of API.
acknowledges that the software product(s)and documentation are the confidential
information and trade secrets of API. The Customer shall take all such reasonable 5) ERRORS. Errors shall be defined as deviations from the specification(s)
steps as may be necessary to ensure that its employees and any persons permitted provided by API for each item of work undertaken. Precise definition of an error
under the Agreement to have access to the software product(s)and/or any printed may,in some cases,be difficult to specify.
material associated with the software product(s) shall preserve the secrecy and
confidentiality of the software product(s)for the protection of API. The Customer
agrees that if a copy of the software product(s)is found to be in use without the 6) PROGRESS. The Customer and API shall jointly prepare and agree on an
written permission of API by reason of the action of a Customer's employee or a implementation plan for each piece of custom work performed by API. Joint
person permitted by it to have access to the software then the Customer agrees to progress meetings shall be held regularly throughout the project to monitor
take all reasonable steps: progress against the implementation plan and to set objectives for the next period,
a) to notify API immediately of the circumstances surrounding the to clear any outstanding problems and to review and amend target dates for both
unauthorized use of software product(s); API's and the Customer's sake as required by changing circumstances. These
b) to destroy that copy of the software product(s); meetings will normally be at mutually convenient dates. The work content of this
c) to take actions to stop the unauthorized use of such software product(s). Agreement may be extended or reduced as agreed jointly,in writing,by API and
the Customer. The Customer shall notify API in writing of requested changes to
16) ACKNOWLEDGMENT OF OWNERSHIP. The Customer acknowledges it the work content. API will respond with a service estimate that the Customer will
has no right to the software product(s)except that of usage,subject to the term of countersign indicating its acceptance.
this Agreement,and that API,or such other person as API designates,retains sole
ownership of the software product(s),including any modifications or extensions
provided for the Customer.The Customer further agrees not to remove from any of
the software product(s)any statement appearing therein concerning copyright and
proprietary rights. The Customer agrees not to contest or challenge in any legal
proceedings or otherwise the proprietorship or ownership by API of the software
product(s).
17) NO REVERSE ENGINEERING. The Customer agrees not to reverse
engineer,disassemble or decompile any of the software product(s)delivered in
object code and further agrees not to cause or permit reverse engineering,
disassembly or decompilation of any such software product(s)by an employee or
agent of the Customer. This covenant shall survive termination of this Agreement
and the license(s)granted hereunder.
EXTENDED SOFTWARE SUPPORT
TERMS AND CONDITIONS
1) SCOPE. API agrees to provide the Customer with Extended Software Support
(ESS)for the software product(s)listed in the Software Products Schedule(s). The
extended Software Support provided under this Agreement covers Software
Products Support(SPS)and New Release Services(NRS)as well as additional
charges for custom programming described above. All other software support,
including the re-application of such programming to subsequent software product
releases,will either be charged on a time and material expense basis or charged for
under a separate custom programming maintenance contract. EXTENDED
SOFTWARE SUPPORT IS SUBJECT TO CLAUSE 6. LIMITED
WARRANTIES AND CLAUSE 7. EXCLUSIVE REMEDIES IN THE
GENERAL TERMS AND CONDITIONS ABOVE.
2) PAYMENT. The Customer agrees to pay all invoices for Extended Software
Support Charges(ESSC)in the amount and in strict conformance with the payment
terms set forth herein for all invoices, and without setoff or retention. Late
payment shall be subject to a service charge in the amount of 1.5%per month on
the unpaid invoice amount.
SERVICE TERMS
AND CONDITIONS
1) SCOPE. API will supply the Customer with services on an as required basis and
at the current rates.. These services will include,but are not limited to,product
educating and training,consulting services,both business and technical,software Initials:
product enhancement and modification, and custom software development.
SERVICES ARE SUBJECT TO CLAUSE 6. LIMITED WARRANTIES AND
CLAUSE 7. EXCLUSIVE REMEDIES IN THE GENERAL TERMS AND
CONDITIONS ABOVE.
1350 E.Newport Center Drive,Suite 200 I Deerfield Beach,FL 33442 1800.430.7011 1954.425.0018 I fax 954.425.7787 I www.apimg.com
• Confidential Page 6 of 8 5/18/2007
HARDWARE PRODUCT(S)
TERMS AND CONDITIONS
1. Definitions. "Notice," as used herein, shall mean in writing given in
advance and delivered at, or properly mailed to, receiving parry's
address. CUSTOMER'S address for the purpose of notification is set
forth on the face of this Agreement. API's address for the purpose of
notification is: ADVANCED PROCESSING&IMAGING,INC,450
Fairway Drive,Suite 204,Deerfield Beach,FL 33441. Any party may,
by notice,designate a change of address. Such notice shall be effective
on the fourth business day after mailing in any place in the United
States,postage prepaid,registered or certified mail. The initial contract
shall be referred to as the "CONTRACT"as used herein shall mean the
initial contract plus any and all renewal periods. "QUALIFIED
EQUIPMENT,"as used herein,shall mean EQUIPMENT designated on
the face of this Agreement or Supplement(s).
2. Price Protection. During the INITIAL TERM of this Agreement, all
prices shall remain fixed.
3. Default. Should CUSTOMER fail to pay the charges when due and
payable, API reserves the right to withhold further support and
equipment shipments until all payments are then brought current. If API
invokes this right, it will do so through notice to CUSTOMER. Any
charges past due will be subject to interest charges, not to exceed the
legal limit. Customer agrees to pay all costs actually incurred by API,
including attomey's fees,in collecting such past due charges.
4. Assignment,Relocation. CUSTOMER shall not assign or transfer this
Agreement without the prior written consent of API. Should
CUSTOMER sell its business or transfer location of EQUIPMENT,this
contract may be re negotiated at API's option. CUSTOMER
acknowledges and understands that API may,at any time,assign all,or a
portion, of its interest in this Agreement to banks, other lending
institutions,or to other parties.
5. Customer's Purchase Order. If this Equipment Sales Agreement is
accepted and CUSTOMER issues its purchase order, it is expressly
understood and agreed that the terms and conditions herein set forth
shall prevail insofar as the same may in any way conflict with the terms
and conditions set forth in such purchase order form,and any issuance of
a purchase order by CUSTOMER shall be deemed to note Customer's
consent to this provision.
6. Amendments and Waivers. This Agreement and its Supplement(s), if
any constitute the entire Agreement between API and CUSTOMER.
Customer's acceptance, which includes new or different terms,to the
extent that it varies from API's offer,be a counteroffer and not binding
on API unless agreed to in writing. No term or condition may be
modified except as specifically made in writing signed by the party
against whom enforcement is sought, except that API may insert or
correct the serial number of any item of EQUIPMENT on this
Agreement or the appropriate Supplement(s)after receiving the signed
copy from the CUSTOMER.No express or implied waiver by API of
any default thereunder shall in any way be,or be considered to be, a
waiver of any future or subsequent default whether similar in kind or
otherwise. In the event any of the provisions of this Agreement shall be
deemed contrary to Law, the remaining provisions shall remain in full
force and effect.
7. General No action, whatever its form, which arises out of this
Agreement,may be brought by either party more than one year after the Initials ��
cause of action has risen,or,in the case of an action for non-payment,
more than five years from the date the last payment was due.
This Agreement will be governed by the laws of the State of Florida.
1350 E.Newport Center Drive,Suite 200 I Deerfield Beach,FL 33442 1800.430.7011 1954.425.0018 I fax 954.425.7787 I www.apimg.com
• Confidential Page 7 of 8 5/18/2007
Addendum A
0 ADVANCED Premise-Based Quote
PROCESSING&
tu. •GING INC. 4/30/2007
Annual
Quote for City of Elgin, IL (revised-final rev.) Price Maintenance"
OptiView Document&Enterprise Content Management System
Enterprise(Multi-Dept)System License 60,000 12,000
20 Full Concurrent License(s) 40,000 8,000
20 View Only Concurrent License(s) 20,000 4,000
Volume Discount for Multi-License Purchase (8,100)
OptiWorkFlow Lite Edition&Text Search Option(DB Server&OCR Engine) Included • Included
OptiView Professional Services per Area
1 Server Software Installation 1,500
2 Analysis&Configuration per Application 3,000
1 Administrator Training Session(s) 1,500
1 User Training Session(s) 1,500
2 Monitoring&Coaching Session(s) 1,500
Opt iV iew Total $ 120,900 $ 24,000
OptiSpool Report Archival Software
Enterprise System License(Includes 1 Overlay) 23,000 4,600
5 Concurrent License-GUI Client 5,000 1,000
OptiSpool Professional Services per Area
1 Installation 1,500
1 Assessment Review 1,500
1 Administrator Training Session(s) 1,500
1 User Training Session(s) 1,500
1 Monitoring&Coaching Session(s) 750
Forms Overlay Development
OptiSpool Total $ 34,750 $ 5,600
Forms Processor
Automated Forms Processor-Per Server 15,000 3,000
Professional Services(Installation,Administrator Training)Ente 1,500
Forms Processor Total $ 16,500 $ 3,000
Annual
QUOTE SUMMARY Price Maintenance
Software Total 154,900 32,600
Hardware Total
Professional Services Total 17,250
Grand Total $ 1.72,150 $ 32,600
* Software maintenance fees for future years will be based on a specified percentage(currently 20%)of the then
current prices for the software.Maintenance will be billed separately.
Professional services are billed at$1,500 per day.Professional services do not include expenses for shipping,
travel and per diem. L 1,,/Z"
1350 E.Newport Center Drive,Suite 200 I Deerfield Beach,FL 33442 1800.430.7011 1954.425.0018 I fax 954.425.7787 I www.apimg.com
Confidential Page 8 of 8 5/18/2007
Addendum B
Preliminary Deployment Schedule
(See Attached)
1350 E.Newport Center Drive,Suite 200 I Deerfield Beach,FL 33442 1800.430.7011 1954.425.0018 I fax 954.425.7787 I www.apimg.com
Addendum B
Preliminary Deployment Schedule
Kickoff(1 day—API, Inc & City of Elgin)
Projected start date is June 18, 2007. This will be a pre-assessment conference call with
Elgin and API to review expectations, project challenges, and prospective schedules. The
implementation time line will be affected with any customization or special programming
needs.
City-wide Milestones:
Hardware Readiness (TBD—City of Elgin)
All hardware components need to be installed and have network connectivity. Scanners
must available but not installed. The city of Elgin is responsible for the acquisition of the
needed hardware for the project.
Software Installation (3 days—API,Inc)
Software installation is done remotely and can take 2 to 3 days based on customer
network availability.
Milestones for V Application/Functional Area to be deployed:
Workstation & Scanner Installation (2 days—API,Inc)
Scanning workstation setup and configuration to include scanner installation is done
remotely and in coordination with the customer. It can take 1 to 2 days based on network
availability.
Technical Assessment(3 days—API, Inc)
An API's senior technical consultant does an onsite visit with the client's functional
management to provide deployment recommendations for the first or primary application.
This visit is onsite and is estimated at 2 to 3 days. It is API's policy to do this detailed
assessment review and the subsequent implementation steps on one application, while the
client observers and learns. The client is provided with the example and training so that
they can implement all other applications. A customer technical liaison is established
with the client as a focal point for communication between API and the client.
Training/Monitoring(5 days—API, Inc)
Training provides a detailed understanding of how to use the products purchased from
two perspectives: (1) Administrators and (2) Application Users. This phase is estimated
at 5 days onsite.
• `� O-
G \�� City of Elgin Agenda Item No.
E
May 18, 2007 "1111 ,!I I
G �,���� ' 101 ilk
I ;r"r ilk01
TO: Mayor and Members of the City Council N ll:'d
it" FINANCIALLY STABLE CITVGOVERNMENT
FROM: Olufemi Folarin, City Manage EFFICIENT SERVICES,
AND OUALITY INFRASTRUCTURE
Jeff Massey, MIS Director
SUBJECT: MIS RFP 05-110 Municipal Management Information System
PURPOSE
The purpose of this memorandum is to provide the Mayor and members of the City Council with
information to consider approving an agreement with SunGard HTE and Advanced Processing
and Imaging for a Municipal Management Information System.
RECOMMENDATION
It is recommended that the City Council award RFP 05-110 for a Municipal Management
Information System to SunGard HTE, Inc and Advanced Imaging and Processing, Inc for a total
cost of$536,050.
BACKGROUND
The City of Elgin has been using its current municipal management information system (MMIS)
for almost 16 years. It is a tribute to the system's flexibility, effectiveness, and support that it
has provided the City with so many years of successful service. But, as in the life cycle of any
piece of equipment, there comes a time when a major overhaul or complete replacement is
necessary. The hardware platform of the current MMIS, the IBM AS\400 model 720, is six
years old and has reached its technical obsolescence. It is not upgradeable to the next level of
operating system and can not run the newer versions of the MMIS. This server must be replaced.
The software platform, HTE version 6.1 a "green screen" system, is not as user friendly and
lacks many integrations to office automation tools and easy report generation found in the newer
software systems. HTE no longer supports this version of the system. It must also be replaced.
In response to the obsolescence and upgrade issues with the current MMIS, the MIS Department
performed a system functional analysis and process management review and drafted a Request
for Information. The RFI was sent out mid-year 2005. The responses were evaluated and
budgetary information was provided to the City budget team. Evaluation of the RFI responses
led to the conclusion that there were several MMIS products available that would solve the
current obsolescence issues, enhance staff productivity, effectiveness and customer service.
Based on these findings, the City Council included funds in the 2007 budget for a replacement
MIS RFP 05-110 Municipal Management Information System
May 18, 2007
Page 2
MMIS. A software selection team was formed with team members from each City department.
The selection team was assisted by Scott Eiler, a principal consultant with the firm of Plante and
Moran.
An RFP was created based on input from each City department and the results of the RFI. The
RFP was published in early 2006. Seven proposals were received. The proposals were
evaluated by the selection team on overall response, completeness of response, module
integration, and satisfaction of functional requirements. The top four responses from this phase,
Harris, Inc. (GEMS), New World Systems (logos.net), SunGard-HTE (Naviline Select) and
Tyler Technologies (Munis) were selected and the vendors were invited on-site for live
demonstrations and presentations. These proposals were then evaluated on technical merit,
functional requirements demonstrations, client references and cost of implementation.
The top two proposals from this phase, SunGard-HTE (Naviline Select), Tyler Technologies
(Munis) were selected and the vendors were invited back for a second round of more in-depth
demonstrations and presentations. The proposals were again evaluated on quality and
completeness of functional requirements demonstrations, long-term cost of ownership, quality of
technical support, existing client site visits and reference checks. HTE Naviline Select is a very
technically capable product and scored in the meets or exceeds requirements for all modules in
the technical demonstrations. HTE Naviline scored highest in several critical modules including
Utility Billing, General Ledger and Budgeting, Fixed Assets, Fleet Management and Work
Orders. In the long term cost of ownership category, HTE Naviline is slightly lower in total cost
over 5 years of ownership. In quality of technical support HTE Naviline scored higher. This is
based on client reference checks and HTE providing normal 24 hr x7 days support for all
applications. In the client reference checks and site visits HTE scored higher.
HTE Naviline, while being a new system, is similar enough to the existing applications to make
training simpler for the end users. The terminology, module names, application set up is very
similar and familiar to the system users. HTE has an excellent on-line and web based training
system to get the users trained and productive on the new modules quickly. Included in the RFP
was a requirement for an integrated document and forms management system. SunGard HTE
uses a third party business partner, Applied Processing and Imaging (API), to provide the
document and forms management functionality. The API OmniView system integrates fully into
the SunGard HTE system and also provides a full function document management system to
include non-HTE documents as well. This will replace the existing Report2Web document
management system. A detailed listing of program modules and features, including upfront
purchase cost and annual maintenance cost, is attached. From the results of this comprehensive
selection process, the selection team is recommending the proposal from SunGard HTE, the
Naviline Select system as the best overall proposal for the City of Elgin MMIS.
MIS RFP 05-110 Municipal Management Information System
May 18, 2007
Page 3
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
None
FINANCIAL IMPACT
The upfront cost of the contract with SunGard HTE, Inc. and Advanced Process and Imaging
will total $536,050. There are sufficient funds budgeted ($ 645,000) and available ($645,000) in
the Riverboat Fund, account number 275-0000-791.92-47, "Communications Equipment,"
project 219513, " HTE Upgrade Project" to purchase the Municipal Management Information
System. The purchase price includes the first year of annual maintenance. Beginning in 2008
annual maintenance in the amount of$153,520 will be requested in the budget, this is an increase
of $30,300 over previous years, reflecting the number of additional modules and program
features added to the system.
\N\iyi\iLEGAL IMPACT
None
ALTERNATIVES
1. The City Council may choose to approve the agreements with SunGard HTE and
Advance Processing and Imaging for the MMIS.
2. The City Council may choose to award the MMIS RFP to a qualified competing vendor.
3. The City Council may choose to not award the MMIS RFP at this time.
Respectfully submitted for Council consideration.
JM
Attachment