HomeMy WebLinkAbout22-66 Resolution No. 22-66
RESOLUTION
AUTHORIZING EXECUTION OF A SECOND AMENDMENT TO THE H.T.E. INC.
SOFTWARE LICENSE AND SERVICES AGREEMENTS WITH SUPERION, LLC FOR
MIGRATION OF NAVILINE TO CENTRAL SQUARE CLOUD BASED SYSTEM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Second Amendment to the H.T.E. Inc. Software
License and Services Agreements on behalf of the City of Elgin with Superion,LLC,for migration
of NaviLine to Central Square Cloud based system, a copy of which is attached hereto and made
a part hereof by reference.
s/Tish Powell
Tish Powell, Mayor Pro'Tem
Presented: April 13, 2022
Adopted: April 13, 2022
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
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SECOND AMENDMENT AGREEMENT TO THE H.T.E. INC.
SOFTWARE LICENSE AND SERVICES AGREEMENT
THIS SECOND AMENDMENT AGREEMENT is hereby made and entered into this 13th day
of April, 2022 by and between the City of Elgin, Illinois, a municipal corporation ("City") and Superion,
LLC, a Delaware limited liability company("Superion").
WHEREAS on July 25, 1991, the City entered into an Agreement with HTE ("Original
Agreement") for the City to license HTE's Programs as are listed on supplements to the Original
Agreement;and
WHEREAS on April 7, 2010, HTE and the City amended the Original Agreement ("First
Amendment Agreement") to delete the Needs Assessment and Improvement Plan service and the Work
Management Business Analysis service provided by the Original Agreement;and
WHEREAS Superion is a wholly owned subsidiary of CentralSquare Technologies, LLC, which,
through a merger and acquisition, currently owns 100% of the assets of HTE, including all rights and its
finance,human resources and tax systems; and
WHEREAS the City now desires to migrate its on-premises solutions to Superion's Naviline
Cloud Solution; and
WHEREAS the parties hereto desire to amend the Original Agreement and First Amendment
Agreement so as to provide the City the necessary subscription services to affect the aforementioned
migration to the Naviline Cloud Solution; and
NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained
herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as
follows:
1. The above recitals are hereby incorporated into and made a part of this Agreement as if fully
recited hereby.
2. Superion shall perform all obligations and be bound by all terms and conditions in the Original
Agreement as amended. The City hereby consents to Superion's substitution as obligated party pursuant
to the Original Agreement and this Second Amendment Agreement.
3. Subject to and conditioned on the City's and their Authorized Users' compliance with the terms
and conditions of the Original Agreement as amended by the First Amendment this Second Amendment
Agreement, Superion hereby grants the City a non-exclusive, non-transferable right to access and use of
the cloud hosted solutions identified in Exhibit 1, attached hereto and made a part hereof, solely by
Authorized Users.
4. Upon "Go-Live" of the new cloud hosted solution, all previous Licenses granted to the City by
HTE pursuant to the Original Agreement are hereby revoked and replaced with the subscription access
rights granted in this Second Amendment Agreement.
5. The Term of this Second Amendment Agreement shall expire on April 1, 2027,II and shall revoke,
supersede and replace the provisions under the Original Agreement as amended by the'First Amendment
Agreement. This Second Amendment Agreement shall automatically renew for additional successive one
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(1) year terms unless a written notice of non-renewal is provided by either party not less than three (3)
months prior to the expiration of the then current term.
6. In consideration of the rights and services granted by Superion to City under this Second
Amendment Agreement, City shall make payments to Superion pursuant to the amounts and payment
terms outlined in Exhibit 1.
7. City shall not, and shall not permit any other person to, access or use the Superion Solutions
except as expressly permitted by this Second Amendment Agreement.
8. Superion will perform the Support Services outlined in Exhibit 2, attached hereto and made a part
hereof using personnel of required skill, experience, and qualifications and in a professional and
workmanlike manner.
9. All other terms and conditions of the Original Agreement not specifically set out in this Second
Amendment Agreement, shall remain in full force and effect. In the event that any term contained in this
Second Amendment Agreement shall conflict with a term in the Original Agreement, the terms and
provisions of this Second Amendment Agreement shall supersede and control.
IN WITNESS THEREOF,the parties hereto have entered into this Second Amendment Agreement to the
Original Agreement as of the date first above written.
CITY OF ELGIN: FOR SUPERION,LLC:
Docu Signed by:
By: -E
Name: Richar G. Kozal Name: ,oesneoeaooa7.
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Title: City Manager Title: CRo
Attest:
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Name: Kimberly De s
Title: City Clerk ��
Approved as to Form:
By:
Name:
Title:
Legal Dept\Agreement\Superion LLC-Second Amend Software License&Services Agr-Clean-3-25-22.docx
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EXHIBIT 1
PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL
1. Click2Gov CIS Module Annual 1 5,078.39 5,078.39
Access Fee
2. Click2Gov Core Module Annual 1 1,886.27 1,886.27
Access Fee
3. Click2Gov OL Module Annual 1 3,115.31 3,115.31
Access Fee
4. Cognos BI:Administrator Annual 1 11,990.00 -9,743.73 2,246.27
Access Fee
5. Fusion Proprietary Annual Access 1 5,000.00 -1,141.25 3,858.75
Fee
6. Horizon Cloud for NaviLine Annual 1 42,000.00 42,000.00
Access Fee
7. Modifications Annual Access Fee 1 1,995.00 1,995.00
8. NaviLine Accounts Receivable- 1 8,340.00 -2,259.57 6,080.43
Annual Access Fee
9. NaviLine Building Permits Annual 1 7,944.00 -768.79 7,175.21
Access Fee
10. NaviLine Business Licenses Annual 1 4,386.48 4,386.48
Access Fee
11 NaviLine Cash Receipts Lock Box 1 1,212.00 361.29 850.71
Interface Annual Access Fee
12. NaviLine Cash Receipts-Annual 1 5,988.00 -1,616.31 4,371.69
Access Fee
13. NaviLine Click2Gov3 Accounts 1 2,736.00 -2,124.77 611.23
Receivable&Loans Annual Access
Fee
14. NaviLine Click2Gov3 Building 1 1,368.00 -1,061.24 306.76
Permits Annual Access Fee
15. NaviLine Code Enforcement Annual 1 6,339.33 6,339.33
Access Fee
16. NaviLine Customer Information 1 26,568.00 -7,187.59 19,380.41
System Annual Access Fee
17. NaviLine Document Management 1 2,268.00 -766.38 1,501.62
Services Annual Access Fee
18. NaviLine Fixed Assets-Annual 1 4,812.00 -4,812.00 0.00
Access Fee
19. NaviLine GMBA w/Extended 1 23,568.00 -6,377.11 17,190.89
Reporting Annual Access Fee
20. NaviLine Land/Parcel Mgmt-Annual 1 8,880.00 -2,407.52 6,472.48
Access Fee
21. NaviLine Loans Processing Annual 1 4,812.00 -1,749.60 3,062.40
Access Fee
22. NaviLine Payroll/Personnel-Annual 1 19,464.00 -9,374.34 10,089.66
Access Fee
23. NaviLine P-Card Annual Access 1 4,080.00 -1,135.39 2,944.61
Fee
24. NaviLine Purchasing/Inventory- 1 12,948.00 -3,501.88 9,446.12
Annual Access Fee
25. NaviLine User Interface Annual 1 12,000.00 -12,000.00 0.00
Access Fee
26. NaviLine Web Enablement Annual 1 1,284.00 -682.03 601.97
Access Fee
Software Subtotal 230,062.78 USD
Discount -69,070.79 USD
Software Total 160,991.99 USD
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SERVICES DESCRIPTION TOTAL
1. Horizon Cloud for Naviline Cloud Setup Fee 10,000.00
Services Total 10,000.00 USD
QUOTE SUMMARY
Software Subtotal
230,062.78 USD
Services Subtotal
10,000.00 USD
Quote Subtotal 240,062.78 USD
Discount -69,070.79 USD
Quote Total 170,991.99 USD
WHAT ARE THE RECURRING FEES?
TYPE AMOUNT
FIRST YEAR MAINTENANCE TOTAL 0.00
FIRST YEAR SUBSCRIPTION TOTAL 160,991.99
The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and
maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant
purchase agreement.
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This Quote is not intended to constitute a binding agreement.The terms herein shall only be effective once
incorporated into a definitive written agreement with CentralSquare Technologies (including its subsidiaries)containing
other customary commercial terms and signed by authorized representatives of both parties.
PAYMENT TERMS:
1. Professional Services Fees are fixed fee and due 50%upon execution and 50%upon completion.
2. Cloud Setup Fee is due upon signature.
3. Subscription/Access fee:The Subscription/Access Fee for the first year shall be invoiced upon Go Live of
the new hosted Navil-ine solution.The subscription fee for year two, and all years after, shall be invoiced
for the full year, in advance, on the anniversary of the Go Live date of this Amendment.
Subscription/Access Fees for subsequent years are subject to an annual increase not to exceed 5%
annually.
4. Annual Support and Maintenance:
i. Upon commencement of billing for the Annual Subscription Fee, Customer acknowledges the
termination of the current maintenance billing structure for any legacy products that will be effectively
replaced by modules listed in Exhibit 1.
ii. A credit in the amount of the unused portion of Maintenance paid by Customer, if any, shall be applied
towards Customer's first Subscription Fee. The unused portion of paid Maintenance will consist of the
amount unused as of Go Live Date.
5. Travel&Living fees: Travel and Living fees will be billed as incurred and invoiced monthly.
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EXHIBIT 2
Support Standards
1. Superion Cloud Security Program
1.1. Access&Continuity. Logical access restrictions include VLAN data segregation, extensive deny-by-default
access control lists, and Multi-Factor authentication required for System Administration. Business continuity
is prioritized via daily encrypted backup stored offsite, virtual tape backup technology to counter loss of
physical media,and full replication to disaster recovery site,with redundancy an availability through multiple
carriers.
1.2. Security& Monitoring. SSL and IPSEC VPN with 256-bit encryption,web application firewalls, multi-layered
infrastructure model with recorded internal and external CCTV,card access control,best of breed HVAC/fire
suppression/physical security, and backed by 24-7 x 365 monitoring by a staffed operations facility for:
Intrusion detection&prevention, DDOS mitigation,and automated network incident creation and escalation.
1.3. Testing, Audits & Compliance. 3rd party internal, external, perimeter vulnerability and penetration testing.
Centrally managed patching, OS hardening program, and endpoint protection on all servers. Industry
standard compliance includes annual completion of: SSAE18/ISAE Data Center Audit, SSAE18
Operations Audit, PCI-DSS Compliance Audit, Vulnerability Testing & CVSS Audit, and Control Self-
Assessment Audit.
2. Service Level Commitments
2.1. Target. In each Service Period, the target for availability of the Superion Solutions is 99.9% ("Availability
Target"). "Service Period" means 24 hours per day Monday through Sunday each calendar month that
Customer receives the Superion Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern
Time for scheduled maintenance. During this time, Customers may experience intermittent interruptions.
Superion will make commercially reasonable efforts to minimize the frequency and duration of these
interruptions and Superion will notify the Customer if the entire maintenance window will be required.
2.2. Support Terms. Beginning on the Execution Date and continuing for twelve(12) months thereafter("Initial
Support Term"), Superion shall provide the ongoing Support Services described herein for the
corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing Support
Services shall automatically renew, with customer paying for additional annual support periods, each a
("Renewal Support Term"). This renewal will continue until termination of this Agreement provided that,
Superion shall not give notice of termination if it would be effective prior to a period equal to two times the
Agreement's Initial Term.
2.3. Measurement. Service availability is measured as the total time that the Superion Solutions are available
during each Service Period for access by Customer ("Service Availability"). Service Availability
measurement shall be applied to the production environment, and the points of measurement for all
monitoring shall be the servers and the Internet connections at Superion's hosted environment. Superion
has technology monitoring, measuring, and recording Service Availability. The Customer, at their
discretion, may also employ monitoring tools, not to override Superion's measurements for the purposes
of calculating Service Availability. Additionally, the use must be:
2.3.1.1. mutually agreed upon by Superion and the Customer.
2.3.1.2. paid, installed and maintained by the Customer.
2.3.1.3. non-invasive and may not reside on Superion's systems.
2.4. Calculation. Service Availability for a given month shall be calculated using the following calculation:
2.4.1.The total number of minutes which the service was NOT available in a given month shall be
subtracted from the total number of minutes available in the given month. The resulting figure is
divided by the total number of minutes available in the given month.
2.4.2.Service Availability Targets are subject to change due to the variance of the number of days in a
month.
2.4.3.The total number of minutes which the service was NOT available in a given month shall exclude
minutes associated with scheduled or emergency maintenance.
2.5. Remedy. If the Service Period target measurement is not met then the Customer shall be entitled to a
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credit calculated as follows:
M 0 0
Less than 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%
2.6.If not directly reported by Superion, Credit entitlement must be requested by the Customer within sixty (60)
days of the failed Target. Superion's failure to meet the relevant service level commitment. Customer shall
not be entitled to offset any monthly Superion Solutions fee payments, nor withhold fee payments, on
account of a pending credit. Customer shall not be eligible for credits for any period where Customer is more
than thirty (30) days past due on their account. Superion will provide reporting, showing performance and
service levels.
3. Server Performance&Capacity.
3.1.Superion shall provide sufficient server capacity for the duration of this hosting Agreement to meet the
reasonable performance requirements for the number of concurrent system users provided for in this
Agreement. If the Customer requests, at some later date, to add additional Superion Solutions, increase
user licenses, increase storage or processing requirements, and/or request additional environments, these
requests will be evaluated and if additional resources are required to support modifications, additional fees
may apply.
3.2."In-network" is defined as any point between which the data packet enters the Superion environment and
subsequently departs the Superion environment. Any point of communications outside of the Superion
protected network environment shall be deemed as"out-of-network." Superion is not responsible for Internet
connectivity and/or performance out-of-network.
4. System Maintenance.
4.1.Superion Solutions maintenance and upgrades. Superion will provide all hosted systems and network
maintenance as deemed appropriate and necessary by Superion. Maintenance and upgrades will be
scheduled in advance with the Customer's primary contact if they fall outside of the designated hours set
aside for this function of Sundays from 12:OOAM to 12:00 PM.
4.2.Hardware maintenance and upgrades. Hardware maintenance and upgrades will be performed outside of
the Customer's standard business hours of operation and the Customer will be notified prior to the upgrade.
4.3.Emergency maintenance. Emergency situations will be handled on a case-by-case basis in such a manner
as to cause the least possible disruption to overall system operations and availability without negatively
affecting system stability and integrity. Superion will attempt to notify the Customer promptly, however if no
contact can be made, Superion management may deem it necessary to move forward with the emergency
maintenance.
5. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from
urgent to low depending on the impact to the Customer. Superion will make commercially reasonable efforts
to respond to Su erion Solutions incidents for live production s stems using the following uidelines:
Priority Impact Description performance Target Minimum
Level Performance
Goal%
1 Urgent An Incident that results in loss of Customer Superion will respond 95%
connectivity to all of the Superion Solutions within 1 hour of the
or results in loss, corruption or damage to issue being reported.
Customer's Data.
2 Critical An Incident that has an adverse material Superion will respond 95%
impact on the performance of the Superion within 2 hours of the
Solutions or materially restricts Customer's issue being reported.
day-to-day operations.
3 Non-Critical An Incident that does not result in a failure Superion will respond 95%
of the Superion Solutions but a fault exists within 4 hours of the
that restricts the Customer's use of the issue being reported.
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Superion Solutions.
4 Minor An Incident that does not affect or which Superion will respond 95%
has minimal adverse impact on the use of within 24 hours of the
the Superion Solutions. issue bein re orted.
5.1.Measurement. Superion shall track and report on response and resolution time for application and hosting
support issues identified by the Customer.
6. Disaster Recovery. Superion provides disaster recovery services for Superion Solutions. The costs for
these disaster recovery services are included in the monthly fees. In the event that a disaster renders the
Customer's data center is inaccessible or rendered non-functional, Superion will provide the ability to
connect to the appropriate data center using software provided by Superion. This will allow the Customer to
connect to their systems from a remote site to the previously identified critical functions, however functionality
may be diminished due to lack of access to hardware and/or software located in the Customer's facilities.
7. Exceptions.Superion shall not be responsible for failure to carry out its service and maintenance obligations
under this Agreement if the failure is caused by adverse impact due to:
7.1.defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt, incomplete,
or inaccurate data reported to the Superion Solutions, or documented Defect.
7.2.denial of reasonable access to Customer's system or premises preventing Superion from addressing the
issue.
7.3.material changes made to the usage of the Superion Solutions by Customer where Superion has not agreed
to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its
subcontractors, of communications links necessary to the proper performance of the Superion Solutions.
7.4.a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents.
8. Incident Resolution.Actual response times and resolutions may vary due to issue complexity and priority.
For critical impact level and above, Superion provides a continuous resolution effort until the issue is
resolved.
9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For
new requests that require additional time, Superion will prioritize these requests, and determine if extra time
is needed to order equipment or software.
10. Non-Production Environments. Superion will make commercially reasonable efforts to provide non-
production environment(s)during Customer business hours. Non-production environments are not included
under the metrics or service credit schedules discussed in this Exhibit.
10.1.Maintenance.All forms of maintenance to be performed on non-production environments will follow the
exact structure and schedules outlined above in Section 3 for regular System Maintenance.
10.2.Incidents and service requests. Non-production environment incidents are considered priority 3 or 4,
dictated by circumstances and will be prioritized and scheduled similar to production service requests.
11. Responsibility Summary Matrix.
Responsibility Summary Matrix
Description Superion Customer
Responsibility Responsibility
ASP Server Hardware management X
ASP Server Files stem management X
ASP Server OS upgrades and maintenance X
ASP Database product upgrades and maintenance X
ASP 3rd Party product upgrades and maintenance X
Application Update Installation
Request to install application updates X
Installation of application updates X
ASP Backup Management X
Data and or File restoration
Request to restore data and or files X
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Restoration of data and or files X
Network
ASP Network up to and including the router at Superion's location X
ASP Router at Customer's location X
Customer's network up to the router at Customer's location X
Customer Workstations X
System Performance X X
Add/Change users
User add/change requests X
User add/change implementation for System Access X
User add/change implementation for Superion Solutions X
Add/Change Printers
Printer add/change requests X
Printer add/change implementation on ASP network X
Printer add/change implementation for Superion Solutions X
Disaster Recovery X
Password Management X X
Application Management
Application Configuration X
Application Security Management X
Accuracy and Control of Data X
Security
Intrusion and Penetration Testing X
12. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use of
a VPN concentrator, including router, this will be provided by Superion. It will reside at Customer's location but
is, and shall remain the property of Superion.
13. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by
Superion. Problem determination activities may include capturing error messages,documenting steps taken and
collecting configuration information. Customer may also be requested to perform resolution activities including,
for example, modification of processes. Customer agrees to cooperate with such requests, if reasonable.
14. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and
organization of its staff in the operation of the Superion Solutions.
15. Development Work.The Support Standards do not include development work either(i)on software not licensed
from Superion or (ii) development work for enhancements or features that are outside the documented
functionality of the Superion Solutions,except such work as may be specifically purchased and outlined in Exhibit
1. Superion retains all Intellectual Property Rights in development work performed and Customer may request
consulting and development work from Superion as a separate billable service.
16. Telephone Support& Support Portal
16.1.Hours. Superion shall provide to Customer, Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's
Local Time within the continental United States, excluding holidays ('5x9"). Superion shall provide to
Customer, during the Support Hours, commercially reasonable efforts in solving errors reported by the
Customer as well as making available an online support portal.Customer shall provide to Superion reasonably
detailed documentation and explanation, together with underlying data, to substantiate errors and to assist
Superion in its efforts to diagnose, reproduce and correct the error.This support shall be provided by Superion
at Customer location(s) if and when Superion and Customer agree that on-site services are necessary to
diagnose or resolve the problem. If a reported error did not, in fact, exist or was not attributable to a defect in
the Superion Solutions or an act or omission of Superion,then Customer shall pay for Superion's investigation
and related services at Superion's standard professional services rates. Customer must provide Superion
with such facilities, equipment and support as are reasonably necessary for Superion to perform its
obligations under this Agreement, including remote access to the Specified Configuration
16.2.Releases.Customer shall promptly install and/or use any Release provided by Superion to avoid or mitigate
a performance problem or infringement claim. All modifications, revisions and updates to the Superion
Solutions shall be furnished by means of new Releases of the Superion Solutions and shall be accompanied
by updates to the Documentation whenever Superion determines, in its sole discretion, that such updates
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are necessary.
16.3.Case Number. Measured from the moment a Case number is created. As used herein a"Case number" is
created when a) a Superion support representative has been directly contacted by Customer either by
phone, in person, or through Superion's online support portal, and b) when Superion's support
representative assigns a case number and conveys that case number to the Customer.
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