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HomeMy WebLinkAbout91-0724 A HTE Inc. qt- o:1Fa4A RESOLUTION AUTHORIZING EXECUTION OF A SERVICE AGREEMENT WITH H.T.E . , INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Larry L. Rice, City Manager, be and is hereby authorized and directed to execute a Service Agreement on behalf of the City of Elgin with H.T.E. , Inc . for computer software service, a copy of which is attached hereto and made a part hereof by reference. s/ George VanDeVoorde George VanDeVoorde, Mayor Presented: July 24 , 1991 Adopted: July 24 , 1991 Vote: Yeas 5 Nays 1 Recorded: Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk 10 Headquarters: One duPont Centre, Suite 2000, 390 N. Orange Ave., Orlando, FL 32801 ♦(407) 841-3235 SERVICE AGREEMENT ,�% i5 Application Solutions for Government ��sQa<<�e` SECTION 1 1 . 1 IDENTIFICATION This agreement between Harward Technical Enterprises , Inc . (HTE) and the City of Elgin (Company) located at 150 Dexter Court, Elgin, IL 60120 provides for Standard Software Service as defined in Section 2 . 3 for the following HTE System( s) and/or Product( s ) : AS/400 GMBA - $17 , 250 . 00; Extended Reporting - $9 , 750 . 00; Payroll/Personnel - $12 , 000 . 00; Purchasing/Inventory - $12 , 000 . 00; Accounts Receivables - $7 , 500 . 00; Loans Module - $7 , 500 . 00; Asset Management - $3 , 750 . 00; Building Permits - $15 , 000 . 00; Occupational Licenses - $6 , 750 . 00; Codes Enforcement - $3, 750 . 00; Planning & Zoning - $12 , 000 . 00; Utility Billing - $17 , 250 . 00; Fleet Management - $17 , 250 . 00; Work Orders/Facilities Management - $15 , 000 . 00; Cash Receipts - N/C. 1 . 2 TERM OF AGREEMENT The last system to complete the central service period will determine the starting date of the five year term of service . The service fees, as listed in section 1 . 1 , will be prorated per application until such time as all systems have completed the central service period. 1 . 3 APPROPRIATIONS OF FUNDS Customer will not be in default for nonpayment as long as ( a) the funds for the Agreement require appropriation by a legislative or other elected authority of a state or local government or a political subdivision thereof, (b) Customer has duly requested appropriation of funds for payment , and (c) such funds for the Agreement are not appropriated for any fiscal year during the Agreement term. If a nonappropriation of this kind occurs , Customer will promptly notify HTE and the Agreement involved will terminate at the end of the last fiscal year for which funds were appropriated. Other than for a nonappropriation of this kind, the Agreement may not be cancelled during its term, and the obligation of Customer to pay for the term of the Agreement shall be absolute and not subject to any reduction for any reason whatsoever. 1 . 4 SUMMARY This Service Agreement provides to the Company: NEW SOFTWARE - During the covered period, the Company will receive each new Enhancement to the Standard Software that is issued for the System( s ) and/or Products ( s ) listed in Section 1 . 1 . COMPLIANCE - During the covered period, the Standard Software will be updated as needed to remain in compliance with federal and state laws, GMBA, GASB, CAFER, GAAP and GFOA requirements . UPDATED DOCUMENTATION - Each new Standard Software release will be accompanied by user and system documentation, reflecting the software Enhancements . STANDARD SOFTWARE - HTE will correct any problems encountered in the Standard Software during the term of this Agreement. A HOT-LINE SERVICE - An exclusive Hot-line is established for consult-by-phone service to Client Services Department . A senior technical staff member is available to answer any questions or discuss system problems of concern to the Company. INVOICE - The Company will be sent an annual invoice for the Standard Software Service. 1 . 5 FEE The five year fee is $156 , 750 . 00 and is payable in annual installments of $31 , 350 . 00 due on or before the anniversary of the beginning service date listed in Section 1 . 2 . The service fees, as listed in section 1 . 1, will be prorated per application until such time as all systems have completed the central service period. SECTION 2 2 . 1 TERM Upon the beginning of paid Software Service and in the event of conflict with the terms of the License Agreement, the terms of this Service Agreement shall govern. I _ 2 . 2 SUPPORT its Standard HTE ' spolicyis to make improvements in Software on a regular basis in order to maintain its timely applicability and competitive market ability. To this end, HTE may, from time to time, make changes in operating procedures , programming languages, general purpose library programs, timing accessibility techniques , types of hardware supportability, and other related programming and documentation improvements . HTE shall provide to the Company, as updates , at no additional charge, and on a timely basis, the program logic and documentation for such Standard Software Enhancements . 2 . 2 . 1 In the event the Company notifies HTE that it suspects an error in the program logic or documentation which prevents the continued accomplishment of the principal computing functions of the System( s) and/or Product(s) , HTE shall use its best efforts to confirm the existence of such error. If the existence of such error is confirmed to be in the Standard Software, HTE shall correct it as part of its obligation hereunder. 2 . 2 . 2 HTE ' s policy is to acknowledge oral or written requests from the Company to provide assistance in identifying and detecting problems, errors , and malfunctions arising in connection with the Company' s use of HTE ' s computer application software systems . To assist HTE in implementing its policy, the Company shall confirm, in writing, an oral request for specific assistance within ten ( 10) days after such oral request is made . The Company shall furnish to HTE adequate supporting documentation and details to substantiate and to assist HTE in the identification and detection of problems, errors , and malfunctions, arising from the Company' s use of the System( s) and/or Product( s ) . 2 . 2 . 3 If an Enhancement, provided to the Company under this Agreement, is dependent upon coding of a previous Enhancement which the Company does not have, upon request, HTE will provide assistance by mail or telephone in order to establish coding that will permit continuity between the Company' s operating system and the new Enhancement . 2 . 2 . 4 The Company agrees to notify HTE of the need to have a previous Enhancement in order to install a current Enhancement . 2 . 2 . 5 In the event the Company requests any support other than that included under the terms of this Agreement, depending upon the availability of its personnel, HTE shall use its best efforts to furnish it in accordance with the current standard billing rates . 2 .3 COMPANY' S OBLIGATION The Company acknowledges that the continued integrity of the System(s) and/or Product( s) is dependent upon installation in the program logic and documentation of all updates to the System(s) and/or Product( s) which are provided by HTE to the Company. 2 . 4 REPRESENTATIONS OF COMPANY The Company acknowledges HTE ' s representations that HTE has expended substantial sums in creating its Systems and Products , incurs substantial additional expense in maintaining them, and as a result, has and will continue to have substantial proprietary interest and valuable trade secrets in them. 2 . 4 . 1 The Company further represents and warrants that it shall not ( 1 ) at any time sell, assign, or otherwise transfer HTE System( s) and/or Products ( s) , parts of the System( s) and/or Product( s) , or updates , changes , improvements or enhancements to the System(s) and/or Product( s) , or parts thereof, or ( 2 ) provide to any third party any support described in this Agreement for the System( s ) and/or Product( s) . The Company shall hold in confidence the design specifications and associated documentation of the System(s) and/or Product( s) and shall disclose the System( s) and/or Product ( s) in confidence only to, and shall authorize the use of the System( s) and/or Product( s) in confidence only by, its regular employees . 2 . 4 . 2 The Company agrees that all rights granted in this Agreement shall be cumulative and that no specifications in the Agreement of any specific legal or equitable remedy in the event of the breach or any provisions of this Agreement shall be construed as a waiver of, or prohibition against, any other legal or equitable remedy for such breach. The waiver of any breach of any provision of this Agreement, or of any remedy for any such breach, shall not preclude HTE from thereafter exercising any rights ( including any remedy previously waived) it has under this Agreement for the same or any subsequent breach. If the Company waives any remedy, then it should be bound by its waiver in accordance with established law. i • 2 . 4 . 3 The representations and warranties shall survive the execution of this Agreement, the delivery of any documents and all transactions contemplated by this Agreement, and the termination of this Agreement . 2 . 5 ASSIGNMENT Neither this Agreement nor HTE System( s) and/or Product( s) nor any rights granted by this Agreement to the Company shall be assigned, transferred or otherwise disposed of by the Company, in whole or in part, without the prior written consent of HTE . 2 . 6 SEVERABILITY Each provision of this Agreement is severable from all other provisions of this Agreement and, if one or more of the provisions of this Agreement shall be declared invalid, the remaining provision of this Agreement shall nevertheless remaining full force and effect . 2 . 7 NON-EMPLOYMENT OF HTE EMPLOYEES During the term of this Agreement and for a period of twenty-four ( 24 ) months after termination of this Agreement, the Company 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 the prior written consent of HTE . 2 . 8 GOVERNING LAW The Agreement shall be governed by the constructed in accordance with the laws of the State of notpui Illinois . 2 . 9 AMOUNTS All amounts referred to herein or otherwise payable pursuant to any term of this agreement shall be United States of America Dollars . 2 . 10 FINAL AGREEMENT This Agreement supersedes all prior Agreements and understandings between HTE and the Company relative to support services for the System(s ) and/or Product( s ) and shall not be changed orally. No change or attempted • waiver of any provision of this Agreement shall be binding unless expressed in writing and signed by the party against whom the same is sought to be enforced. 2 . 11 HEADINGS The headings or titles of the Paragraphs in this Agreement are for convenience only, are not a part of this Agreement, and shall not be used as an aid in the construction of any provision hereof. 2 . 12 COUNTERPARTS This Agreement may be executed in one or more Counterparts , each of which shall constitute a single document . 2 . 13 SIGNATURE The parties , each acting with due authority, have executed this Agreement by setting forth their respective signatures : Authorized for the Company: Authorized by HTE : 4 Signature Signature - Dennis per, ice President/Finance Date .-filly 29 . 1 991 Date /4 /f9i 07/18/91 11:11pi 002 �- Hewhi mien: One(1U1§xn Centre, Suitt MOO, 3911 N.Orange Ave., ( rlatxk),11.3280I •(407)841-3235 Applliatkrn ticrtruic,n for(irrvcnlrnent July 18, 1991 Ms. Carol sch aoh V=A: FACSIMILE MIS Director City of Elgin 150 Dexter Co t Elgin, Illinoi 60120-5555 RE: CHANGE T HTE SERVICE AGREEMENT Dear Carol, In response to our discussion regarding changes to the Service Agreement per your legal department, it is acceptable to HT$ for the changes to be made on the agreements already in your possession. If I can be of further assistance, please do not hesitate to call on me. nerel Aem- w er Vice President - Finance