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HomeMy WebLinkAbout1998-106NOTE Ordinance No. 98-376 - Change Order #1 NOTE. Ordinance No 2000-275 - Change Order #2 ORDINANCE NO qO �/O AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS WITH N HARRIS COMPUTER CORPORATION, RELATED TO THE ACQUISITION, LICENSURE AND MAINTENANCE OF COMPUTER EQUIPMENT, SOFTWARE AND SUPPORTING INFORMATION, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR IN AN AMOUNT NOT TO EXCEED $300,150, AND PROVIDING FOR AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to execute certain agreements with N Hams Computer Corporation related to the acquisition, licensure and maintenance of computer equipment, software and supporting information, under the terms and conditions contained within said agreements, copies of which are attached hereto as Exhibit A SECTION II That the expenditure of funds in support of said contracts is hereby authorized from funds budgeted for that purpose , in an amount not to exceed $300,150 SECTION II That this ordinance shall become effective immediately upon its passage and approval ��- PASSED AND APPROVED this thj d of ri l 1998 i • Iy �-II •' ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY AGREEMENT FOR THE ACQUISITION AND SUPPLY OF COMPUTER HARDWARE, SOFTWARE AND RELATED SERVICES BETWEEN: N. HARRIS COMPUTER CORPORATION, having its head office at 117 Centrepomte Drive, Suite 200, in the City of Nepean, in the Province of Ontario, (hereinafter called "HARRIS") OF THE FIRST PART -and- THE CITY OF DENTON, located at 215 E McKinney, in the city of Denton, in the State of Texas, (hereinafter called "THE CUSTOMER") OF THE SECOND PART Subject to the terms and conditions provided in this Agreement, HARRIS herein agrees to supply a computer system comprised of the components set forth in the attached Schedules "A" and "B" and "C" Schedules "A", "B" and "C" shall form part of this contract In consideration of the mutual covenants herein, the parties hereto now agree as follows The recitals set forth above are confirmed to be true and incorporated into this agreement This agreement shall continue in full force and effect and shall survive the supply, delivery and installation of the system Acquisitign Agreement i 3 The system shall be composed of the hardware set out in Schedule "A", the application software and optional application software set out in Schedule "B", and the services as defined by Schedule "C" attached hereto, all of which form part of this agreement 4 The full and complete purchase price of the system, including hardware as detailed in Schedule "A", and software license fees as detailed in Schedule "B", excluding any applicable State Taxes, is $300,150 00 U S The purchase price shall be payable as follows Hardware, Licensing, Port Charge and Data Conversion 50% on contract signing 50% on installation / completion Software License and Implementation 20 % on contract signing 30% of each package on installation 20% of each package after training 30 % of each package on Cut -Over For the purposes of this agreement, Cut -Over shall be defined as the mutually agreed upon date, when the CUSTOMER places Primary reliance on HARRIS Software Application as opposed to any previously used application software 5 The hardware is to be delivered to THE CUSTOMER'S site within 120 days of contract signing 6 THE CUSTOMER agrees that loss or damage to the system by fire, theft, or misuse while in the possession of THE CUSTOMER, shall not relieve THE CUSTOMER from making the payments provided for herein and should therefore adequately insure the system 7 HARRIS warrants that the hardware shall be free from defects and workmanship for a period of one year from date of installation of the hardware at THE CUSTOMER'S office, and that the software shall be free from defects in material, content and workmanship for a period of one year from date of Cut - Over THE CUSTOMER'S remedy, and HARRIS' liability, during this first year, under the foregoing shall be to repair or replace the defective item, providing THE CUSTOMER agrees to give HARRIS prompt notice of any defect Acquisition Agreement 2 8 HARRIS agrees to provide on -site training for the software systems listed in Schedule "B" at the cost stipulated in Schedules "B" All other or additional training will be chargeable at the following daily rate $750 per day, plus reasonable and necessary expenses as incurred from the head HARRIS office 9 HARRIS agrees to provide THE CUSTOMER with service for the hardware, and maintenance for the software in accordance with the terms and conditions set out in the "Hardware and Software Maintenance Agreement" which forms part of this agreement Prices for both hardware service and software maintenance are based on THE CUSTOMER entering into an agreement with HARRIS for both Should THE CUSTOMER elect not to enter into an agreement with HARRIS to supply either the hardware service, or the software maintenance, then HARRIS reserves the right to amend pricing 10 THE CUSTOMER is entitled access to the HARRIS source code as defined in the "HARRIS COMPUTER SYSTEMS MUTUAL NON -DISCLOSURE AGREEMENT" 11 All warranties, representations, terms and covenants given herein shall survive and not merge on the delivery of any of the equipment herein 12 No failure or delay on the part of either party in exercising any power or right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power preclude any further or other exercise thereof or the exercise of any other right or power hereunder, no modification or waiver of any provision of this agreement nor consent to any departure by either party therefrom will in any event be effective until the same will be in writing and then such waiver or consent will be effective only in the specific instance and the purpose for which it was given No notice to or demand on, either party in any case will entitle such party to any other or further notice or demand in similar or other circumstances 13 In the event Contractor has failed to perform any substantial obligation to be performed by the Contractor under this agreement, and thirty (30) days after written notice of said failure to perform is provided to Contractor said failure has not been cured, then CUSTOMER may withhold all money due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated At CUSTOMER'S option, following that thirty (30) day notice CUSTOMER may demand a full refund of all sums paid, which shall be refunded within 30 days Time is of the essence This provision applies to all provisions of this contract except that dealing with Customized Software 14 HARRIS agrees to submit itself solely to the jurisdiction of the courts of the State of Texas with respect to suits ansing in connection with this contract Acquisition Agreement 3 THE CUSTOMER acknowledges that it has read this agreement, understands it and agrees to be bound by its provisions N. HARRIS COMPUTER CORPORATION Per Nathan Roik Printed Name President, Title Date ACCEPTANCE THE CITY OF DENTON Per Ted Benavides Printed Name City Manager Title X4 Date Acquisition Agreement 4 SCHEDULE "A" - Hardware Configuration and Charges THE CITY OF DENTON'S CURRENT RISC/6000 Software port charge $10,000 00 NOTE 1 The City of Denton will be responsible for providing Harris with the current version of their AIX Operating System, version V-492 3, for Harris internal performance testing and support NOTE 2 The City of Denton will pay Harris time and materials for any configuration requirements to Denton's RISC/6000 All expenses will be pre -approved Time shall be billed at the following rate $120 per hour, up to $750 per day, plus reasonable and necessary expenses as incurred from the head HARRIS office CASH MANAGEMENT SYSTEM $10,500 00 5 Cash Management Stations, each including - M-F Cash Drawer - Intermec Bar Code Reader - Epson Receipt Printer NOTE For each 5 cash stations, The City of Denton will be responsible for the expense of a terminal or PC The terminal or PC is required to interface to the Hams System The PC must have at least a 486 processor SYSTEM PRINTER Genicom 4490 Printer 14001pm $9,400 00 TOTAL "WARE COST $29,900.00 Acquisitiop Agreement 5 SCHEDULE "B" - Licensed Software, Services and Charges SOFTWARE TOTAL TRAINING TOTAL TOTAL MISC LICENSE COSTS (150 USERS) Additional GUI Licenses are available on a one-up basis for $650 00/user TOTAL HARDWARE and PORT COSTS DATA CONVERSION AND PROJECT MANAGEMENT TOTAL $125,750 00 $33,750 00 $97,500 00 $29,900 00 $13,250 00 $300,150.00 Acquisition Agreement 6 N. HARRIS COMPUTER CORPORATION LICENSE AGREEMENT N. HARRIS COMPUTER CORPORATION (hereinafter called HARRIS), with offices at 117 Centrepointe Drive, Suite 200, in the City of Nepean, in the Province of Ontario, grants a perpetual and non-exclusive right to use the computer software itemized below to Full Name THE CITY OF DENTON (hereinafter called "THE CUSTOMER") Address 215 E McKinney Denton, Texas 76201 Phone Number (940) 349-8220 THE CUSTOMER agrees to the terms and conditions set forth in this agreement and agrees to pay a License fee to HARRIS for the use of the Software The Software (hereinafter called the Licensed Software) itemized as follows DESCRIPTION As listed in Schedule "B" of the agreement for the Acquisition and supply and any and all additional software packages it may purchase from HARRIS subsequently is solely for THE CUSTOMER'S own internal business purposes at the address identified above, and only on the following designated CPU (indicated both CPU model and serial number) CPU Model Serial No Supplier Full Name Address Phone Number N Hams Computer Corporation (hereinafter called "HARRIS") 117 Centrepomte Drive, Suite 200 Nepean, Ontario K2G 5X3 (613)226-5511 License Agreement I The right to use the Licensed Software as provided for in this agreement shall remain in effect for an unlimited period unless terminated as provided herein 2 THE CUSTOMER agrees to hold the Licensed Software in confidence for HARRIS, to the extent that the CUSTOMER may legally do so THE CUSTOMER further agrees the disclosure of the Licensed Software or any portion thereof (including methods or concepts utilized therein) shall be limited to THE CUSTOMER'S own employees and that it is THE CUSTOMER'S responsibility to admonish its employees not to breach this confidentiality THE CUSTOMER shall appropriately notify each person to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by him THE CUSTOMER further agrees to take all reasonable precautions to prevent disclosure to other parties Nothing in this paragraph shall prevent the normal exchange of information between utilities 3 THE CUSTOMER agrees that it has no rights with respect to the Licensed Software other than those rights granted by this License Agreement and the Agreement for the acquisition and supply of computer hardware, software and related services to which this is a schedule, and that HARRIS is and shall be exclusively entitled to all patents, copyrights, trade secrets, trade names, registered or unregistered, and all other rights, franchises, and licenses in respect of the Licensed Software in CANADA and in all other places 4 THE CUSTOMER agrees that it will not use or grant any rights to use the Licensed Software or any portion thereof except as authorized herein, and that it will not make or have made, or permit to be made, any copies which are not necessary to the use by THE CUSTOMER for which rights are granted hereunder THE CUSTOMER agrees each necessary copy shall contain the same proprietary notices or legends which appear on the Licensed Software or which are applicable to such portions thereof 5 Neither the Licensed Software nor this License Agreement may be assigned or otherwise transferred except that THE CUSTOMER may temporarily transfer the Licensed Software to another CPU if the CPU on which the Licensed Software is first used malfunctions Such transfer shall be allowed only until the original CPU is fixed If THE CUSTOMER wishes to transfer the original CPU to a new address HARRIS must be notified of the new address TERMINATION 6 THE, CUSTOMER agrees HARRIS may immediately terminate this License Agreement in the event THE CUSTOMER fails to observe the terms and conditions set forth herein and fails to remedy the Breach within fifteen (15) days after receipt of written notice from HARRIS or its authorized representative In the event of unauthorized use or transfer of the Licensed Software by THE CUSTOMER, HARRIS will be entitled to equitable relief as well as money damages License Agreement 2 7 In the event this License Agreement is terminated in accordance with clause 6 of this Agreement, THE CUSTOMER agrees to provide HARRIS with a signed and dated written notice that THE CUSTOMER has destroyed all of their copies of the Licensed Software Such notice must be received by HARRIS within fifteen (15) calendar days following notice of termination 8 HARRIS agrees THE CUSTOMER may immediately terminate this License Agreement in the event HARRIS fails to observe the terms and conditions set forth herein and fails to remedy the Breach within thirty (30) days after receipt of written notice from HARRIS or its authorized representative GENERAL Neither party shall be deemed to have assented to any variation in the terms of this Agreement or to different terms unless such assent includes an express waiver of the applicable terms of this agreement, is in writing, and is signed by all parties Moreover, any waiver is only for the particular matter specified herein and shall not constitute any waiver of any other terms of this Agreement 10 This License Agreement contains the entire License Agreement between HARRIS and THE CUSTOMER with respect to the subject matter thereof as of its date 11 This License Agreement and the Agreement for the acquisition and supply of computer hardware, software, and related services to which this is an attachment, covers the entire terms and conditions by which THE CUSTOMER may have possession of the Licensed Software 12 HARRIS agrees to submit itself solely to the jurisdiction of the courts of the State of Texas with respect to suits arising in connection with this contract THE CUSTOMER acknowledges that it has read this agreement, understands it and agrees to be bound by its provisions License Agreement N. HARRIS COMPUTER CORPORATION Nathan Egik Printed Name President Title APkAt, t y at8 Date ACCEPTANCE THE CITY OF DENTON Per Ted Benavn Printed Name City Manager Title Aori / -Z/ /990 Date License Agreement HARDWARE & SOFTWARE MAINTENANCE AGREEMENT BETWEEN: N. HARRIS COMPUTER CORPORATION, having its head office at 117 Centrepointe Drive, Suite 200, in the City of Nepean, in the Province of Ontario, (hereinafter called "HARRIS") OF THE FIRST PART -and- THE CITY OF DENTON located at 215 E McKinney in the City of Denton, in the State of Texas, (hereinafter called "THE CUSTOMER") OF THE SECOND PART 1 HARRIS agrees to perform Software Maintenance upon the terms and conditions hereinafter set out 2 Service and Maintenance shall be provided by HARRIS for a period of one year, commencing one year after Cut -Over. HARRIS guarantees the availability of Hardware Service and Software Maintenance at current prices for a period of three years from contract date For the purposes of this agreement, Cut -Over shall be defined as the mutually agreed upon date, when the CUSTOMER places Primary reliance on HARRIS Software Application as opposed to any previously used application software Maintenance Agreement THE CUSTOMER may terminate the Service and Maintenance Agreement anytime after one year after Cut -Over THE CUSTOMER must provide thirty (30) day notice for such termination If THE CUSTOMER retains HARRIS' Service and Maintenance for more than one year, THE CUSTOMER shall pay to HARRIS the Service and Maintenance charges more particularly set out in Schedules "A", "B" and "C" There is no maintenance fee during the one year warranty period which commences upon Cut -Over It is understood that a) The Hardware Service charges itemized in Schedule "A" shall be invoiced monthly in advance, during the terms of the contract b) The Software Maintenance charges itemized in Schedule "B" shall be invoiced annually in advance All other charges for software development not covered under this agreement, shall be invoiced by HARRIS in accordance with HARRIS' normal invoicing procedures, as shown in section "3c" below c) All invoices shall be due and payable within thirty (30) days from the date thereof HARRIS agrees to Service the hardware, and Maintain the software during the term of this contract "Service and Maintenance" shall be defined to include the following a) The provision of remedial service and maintenance as requested by customer, during THE CUSTOMER'S normal business hours, more particularly defined as the period from S 00 a in to 5 00 p in Central Standard Tune, daily, Monday through Friday, excluding United States statutory holidays b) The provision of preventative maintenance as in the opinion of HARRIS or THE CUSTOMER is required to comply with manufacturer's specifications and to maintain the equipment in good operating condition c) The provision of new or the equivalent parts found by HARRIS to be necessary to maintain the equipment in good operating condition, including all labor necessary for replacement parts, adjustments, cleaning and lubrication HARRIS will advise THE CUSTOMER of such necessary service d) The provision of loaner sub -systems to ensure maximum equipment utilization Mamtenance Agreement e) The provision of technical service such as (I) diagnosing errors, malfunctions, and defects, (u) providing technical services to correct any errors, malfunctions, and defects, (ui) helping keep software in compliance with any hardware changes that are pre -authorized by HARRIS Enhancements, modifications, and additions to software are free of charge when mandated by State or Federal law Additional programming, when requested by The Customer, may require additional cost depending on the nature of the changes ii) "Service and Maintenance" shall be deemed not to include the following a) The provision of Hardware Service and Software Maintenance by HARRIS during periods outside HARRIS' normal business hours, as defined herein b) The provision of labor, parts and other expenses necessary to repair damage caused by 1 Attempts by THE CUSTOMER or other non-HARRIS personnel to Maintain or repair the equipment 2 Accident, negligence, or other causes external to the operation of the equipment itself 3 Servicing of modifications, or accessories or devices added to the equipment by THE CUSTOMER or at THE CUSTOMER'S direction, except by mutual agreement in writing between HARRIS and THE CUSTOMER. 5 In the event that THE CUSTOMER requests Service as a result of malfunction for any other i causes more specifically defined in Paragraph 4 ii) herein, HARRIS shall submit to THE CUSTOMER an estimate of the charges required to place equipment in good operating condition, and THE CUSTOMER shall pay HARRIS for such Service as it authorized at HARRIS' standard rates for labor, parts, and other charges Maintenance Agreement s 6 HARRIS agrees to Maintain the software more particularly described in Schedule "B" during the term of this contract "Software Maintenance" shall be defined to include the following a) The provision of support as requested by THE CUSTOMER to respond to emergency calls of suspected software failure within one (1) hour during THE CUSTOMER'S normal business hours, more particularly defined as the period from 8 00 a in to 5 00 p in Central Standard Time, daily, Mondays through Fridays, excluding United States statutory holidays Harris will maintain a sufficient number of lines and representatives to answer calls b) Determine the cause of the suspected failure and take corrective measures if the failure is determined to be caused by i errors in the supplied software (operating system, processors, utilities and programs, routines, source codes, object codes, and related software and services ) it destruction of the integrity of data due to hardware failure, power failure or other reasons beyond the reasonable control of THE CUSTOMER. c) Changing file sizes if the supplied file structure proves inadequate d) Providing advice as to the usage of the application systems supplied by HARRIS e) Implementing new versions of the application software packages, exclusive of training, as and when they become available Such new versions may include, but not be limited to, modifications required due to changes in State or Federal Laws 7 Software Maintenance shall be deemed not to include the following a) The provisions of Software Maintenance by HARRIS during periods outside HARRIS' normal business hours, as defined here Phone support outside of normal business hours, when available, shall be at no additional charge HARRIS makes no representation as to the availability of outside normal hours phone support b) The provision of labor, and other expenses necessary to correct errors caused by i attempts by THE CUSTOMER or other non-HARRIS personnel to change or correct the software it accident, negligence, or other causes external to the operation of the equipment itself id The Agreement shall not cover any application programs not developed by HARRIS or any programs which are using files which are being modified by programs not developed by HARRIS unless Harris pre -approved the application program Maintenance Agreement 4 iv The Agreement does not cover enhancements or modifications to application programs other than as provided, except to make such programs perform to the standard accepted by THE CUSTOMER, as defined by HARRIS' response to 'THE CUSTOMER's Request For Proposal 8 In the event that THE CUSTOMER requests software support, or development over and above what is covered in this Agreement, as defined in Paragraph 4 and 7(a) herein, HARMS shall submit to THE CUSTOMER an estimate of the charges required for this software support or development and THE CUSTOMER shall pay HARRIS for such software as it authorized, at either a fixed price or on a per diem basis as agreed upon by HARRIS and THE CUSTOMER Per diem rates shall be $750 00 per day plus reasonable and necessary expenses as incurred from the HARRIS head office 9 In the event that THE CUSTOMER requests servicing of the hardware or maintenance of the software by HARRIS outside HARRIS' normal business hours, labor will be chargeable by HARRIS as well as travel time and expenses, at HARRIS' standard rates HARRIS agrees to provide such Software Maintenance subject to availability of its personnel Charges for Software Maintenance provided outside of HARRIS' normal business hours as defined here shall be at HARRIS' standard rate of $120 00 per hour computed to the nearest one-half hour, with a mminium charge per call based upon a two-hour period 10 The parties agree that this service contract has been entered by both parties on the assumption that the equipment and HARRIS software shall remain at 215 East McKinney, Denton, Texas during the term of the contract If at any time during the period of this contract, THE CUSTOMER requires the main equipment including cables to be relocated either within the existing premises or at a new site, THE CUSTOMER agrees to notify HARRIS and both parties will collectively agree as to the necessity of HARRIS' involvement to move the equipment, including uncabling and recabling if necessary Should HARRIS' service be retained, THE CUSTOMER shall pay HARRIS its standard rates for labor expended in connection with the relocation of the equipment, and shall give HARRIS reasonable notice of its intention to move the said equipment In the event that the equipment is moved by THE CUSTOMER or by non-HARRIS personnel, without the agreement of HARRIS, then any resulting damages shall be billable 11 In order to facilitate the performance by HARRIS of its obligations pursuant to this contract, THE CUSTOMER shall be responsible for following proper operating procedures including but not limited to a) maintaining adequate backup using HARRIS' procedures provided with the system and ensuring that data entered since the last backup can be reconstructed, b) controlling the file usage and packing files as required, using HARRIS' procedures provided with the system, Mamtena* Agreement 5 c) provide HARRIS personnel with full and free access to the equipment, including all necessary working space, heat, light, ventilation, and electrical current and outlets at no cost to HARRIS, d) notify HARRIS forthwith of any equipment failure 12 THE CUSTOMER agrees that HARRIS' liability for any breach of warranty, expressed or implied (including without limitation of the foregoing any warranties of merchantability or fitness), and for HARRIS' liability of any kind, including liability of negligence with respect to the performance of service hereunder and all other performances by HARRIS under or pursuant to this agreement, shall be limited to the correction by HARRIS of any defective maintenance service by restoring the equipment to good operating condition and shall not include liability for lost profits, incidental or consequential damages, or for any claim or demand against THE CUSTOMER or any other party To the extent that it may legally and constitutionally do so, THE CUSTOMER agrees to hold HARRIS harmless for any injury to the person or property of, or for any loss, expense, or damage incurred by, any employee, customer, invitee of THE CUSTOMER or of any other person or party, except agents or employees of HARRIS, however caused, and whether such injury, loss, expense or damage appears prior to or subsequent to the commencements date of this contract, if such injury, loss, expense, or damage arises in any manner out of or connected with the equipment maintained or with the service provided hereunder or otherwise out of HARRIS' performance out of or pursuant to this agreement THE CUSTOMER'S obligation to indemnify HARRIS will not apply to any damages incurred by HARRIS due to the acts of its agents or employees This provision in no way limits or affects the representations and/or warranties provided by Harris to THE CUSTOMER pursuant to the License Agreement or the Agreement for Acquisition and Supply of Computer Hardware, Software, and Related Services Maintenance Agreement 6 13 Neither party shall have the right to assign any rights or obligations pursuant to this contract without the written consent of the other party hereto, provided however that a successor in interest as a result of a merger, assignment, purchase or other transfer of the entire undertaking of either party shall acquire all interest of such party hereunder 14 The parties agree that there is no representation, warranty or collateral condition affecting this agreement other than as expressed herem in writing Schedules "A", "B" and "C" shall form part of this contract The terms and conditions of this agreement shall prevail notwithstanding any variance of the terms and conditions of any order submitted by THE CUSTOMER, and this agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived in whole or in part, except by agreement in writing executed by both of the parties hereto 15 HARRIS agrees to submit itself solely to the jurisdiction of the courts of the State of Texas with respect to suits arising in connection with this contract Mamtenance Agreement N HARRIS COMPUTER CORPORATION Per Nathan RQk Printed Name President Title r � o ACCEPTANCE THE CITY OF DENTON Per Ted Benavides Printed Name City Manager Title Mamtenance Agreement SCHEDULE "A" - ANNUAL HARDWARE MAINTENANCE COSTS Maintenance Agreement SCHEDULE "B" -ANNUAL SOFTWARE MAINTENANCE COSTS *The annual software maintenance charges will never increase by more than the annual rate of inflation, as reported in the Consumer's Price Index, after the initial contract period has terminated Maintenance includes business hours support M-F, all future upgrades and enhancements, all changes resulting from state and federal legislature ........... . Mamtenanpe Agreement 10 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C 1. SERVER HARDWARE 13 14 DENTON will provide a RISCI6000 UNIX configuration for the HARRIS software solution HARRIS will provide the following Cashiering Hardware HARRIS will provide for the delivery and successful installation of the cash receipting hardware HARRIS will provide DENTON with the following cashiering installation and training services 2 SERVER SOFTWARE 21 DENTON will provide all necessary RISCI6000 system software for the HARRIS software solution 3. 31 DATA BASE AND REPORTING HARDWARE & SOFTWARE HARRIS will provide DENTON with the following Data Base Software 32 HARRIS has configured Informix licensing for a maximum of 150 concurrent desktop users I Page C-1 33 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C HARRIS will provide DENTON with the following Informix Installation Services 34 DENTON will maintain the CRYSTAL data dictionary in association with software product releases 4 NETWORK CONNECTIVITY 41 DENTON will connect the server hardware configuration to DENTON's existing network utilizing Fast Ethernet Adapters and Cable 42 DENTON will implement and maintain a remote dial -up connection between the HARRIS product support center and the DENTON server 43 DENTON will provide the network Infrastructure required to support connectivity between the DENTON server and the DENTON client desktop environment 5 DESKTOP ENVIRONMENT 51 DENTON will provide the required workstations and general desktop computing environment required to utilize the HARRIS CIS system 52 DENTON will configure server access for a maximum of 150 concurrent desktop users 6 APPLICATION SOFTWARE 61 HARRIS will provide application licensing for the following Application Software Customer Information I Utility Billing including Cash Receipting I Harris 62 HARRIS will provide DENTON with software source code 7 INSTALLATION SERVICES HARRIS will provide installation services described in the following paragraphs 71 Project Management Page: C-2 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C 71 1 DENTON will provide a full-time project manager with ultimate responsibility for the project The project manager will coordinate DENTON resources and project activities with the HARRIS account manager 712 HARRIS will assign a Project manager as a project liaison and point of contact However, HARRIS will assume minimal project management responsibility 713 DENTON will assume responsibility for all project related administration activities 72 Quality Management 7,21 DENTON will assume responsibility for conducting the project quality management program 73 Product Setup & Configuration 7 31 HARRIS will assume overall responsibility for Installation of the base products, product configuration, product education and product support through product cutover 7 3 2 DENTON will assign a core team to participate in these activities 74 Business Environment Development 7 41 HARRIS will help facilitate a business review of the product by DENTON focus groups to identify gaps between the product and the work flow Where necessary product modifications will be identified, or business practices will be modified 75 Product Modifications 751 HARRIS will deliver and install the following product modifications by the mutually agreed upon Cut Over date at no cost to DENTON No other product modifications have been identified • HARRIS will deliver the data and functionality to accommodate Solid Waste and Recycling services at the City of Denton • HARRIS will deliver the data and functionality to accommodate Water and Wastewater services at the City of Denton 76 Product Interfaces 761 HARRIS will provide the following product Interfaces by the mutually agreed upon Cut Over date All other Interfaces will be evaluated mutually by Harris and Denton • Hand-held Meter Reading Devices • General Ledger, LGPS 2000 • Herds Cash Stations 762 DENTON through the Project Management process will manage the development and successful Integration of both sides of the required Interface 763 HARRIS will develop detailed specifications for each product interface 764 DENTON will review and approve the detailed specifications 765 HARRIS will code and test the product interfaces 766 HARRIS will deliver the product Interfaces to the system test environment 77 Product Reports 771 DENTON will utilize Crystal Reports to supplement the standard HARRIS CIS Reports Pages C-3 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C 78 Bill Format Development 7 81 HARRIS will provide an accurate and complete bill modified to address DENTON's specific billing requirements 7 8 2 DENTON will provide all bill production and distribution hardware and consumables 79 Product Training 791 HARRIS will provide the following training to the DENTON core team and trainers PUBS and CARe 7 9 2 DENTON will provide a training facility 793 HARRIS will provide their existing, standard training courses 710 Product Conversion 7101 HARRIS will assume overall responsibility for the conversion of data into the new system Contractactully this Includes all 4 GB of data hosted in the existing system Conversion discussions and specifications may result in mutual agreement to modify this requirement 7102 DENTON will assign an Information Services resource to provide HARRIS with current system file layouts and data descriptions in a known ASCII format, review of the conversion specification, sample records for testing, and records for performing mock conversions 7103 HARRIS will assign a conversion team responsible for reviewing DENTON file layouts and data descriptions resulting In a conversion specification document 7104 HARRIS will code and test the conversion programs 7105 HARRIS will execute the conversion programs in support of up to three (3) mock conversions 7106 HARRIS will provide DENTON with mock conversion results, modify conversion logic, and fix conversion programs as a result of the mock conversion tests 711 Data Preparation & Cleanup 7 111 HARRIS will provide direction to DENTON in data preparation activities to be performed on the current system 7 112 DENTON will assign Individuals to begin data preparation activities 7 113 DENTON will assign individuals to perform data cleanup on the current system based on exception reports obtained from the mock conversions 7 114 HARRIS will assist DENTON in the identification of manual conversion activities required to supplement the automated conversion effort 712 Product Testing 7121 HARRIS will install the base system licensed programs and DENTON will accept the base system licensed programs for non -productive use upon delivery DENTON reserves ultimate project signoff regarding the use of these programs in a productive environment during a 90 day final acceptance period 7122 DENTON will assume responsibility for conducting a business test focusing on how well the business scripts flow with the new system 7123 DENTON will not support the execution of extensive parallel testing Instead the use of Mock Conversions and Integration testing will be utilized Pages C-4 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C 712 4 DENTON will provide resources to participate in testing activities under the direction of HARRIS 712 5 HARRIS will provide resources for product fixes resulting from errors identified during the system testing process 713 Product Cut Over 7131 DENTON will review the results of system testing and the mock conversions to accept readiness of the system and approve the Cut -Over 7132 HARRIS and DENTON will jointly stage all aspects of the system in preparation for Cut Over 713 3 HARRIS and DENTON will jointly develop a Cut Over schedule 7134 HARRIS and DENTON will jointly conduct Cut -Over activities 7135 DENTON will conduct manual conversion activities 714 Post Installation Support 7 16 1 HARRIS will provide Immediate production critical support of DENTON during the first 30 days of operation 716 3 HARRIS will conduct a post Installation review to identify where the system could be better utilized 715 Final Acceptance 7 15 1 HARRIS and DENTON will jointly plan execution of the 30 day final acceptance test 715 2 DENTON will conduct the 30 day final acceptance test 8. PROJECT TEAM EXPENSES • HARRIS will incur reasonable travel and living expenses in the course of this project The expense estimates will be pre -approved by Denton, requiring sign -off before expenses are incurred 81 All reimbursed expenses will be based upon actuals incurred 9. ONGOING SUPPORT PROGRAMS 91 DENTON will provide ongoing support and Business Recovery Services for the installed RISCI6000 environment 92 HARRIS will provide ongoing support for the Installed Application Software through the HARRIS Application Support Services and HARRIS Support Line Services 93 HARRIS will provide ongoing support for the installed Cashiering solution 94 HARRIS will provide ongoing support for the DENTON specific product modifications until they are included in the base product 10. PROJECT TEAM FACILITIES 101 DENTON will provide a project room and office environment for HARRIS personnel while on -site 102 DENTON will provide a training facility for initial core team training and end user training Page: C-5 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C 11 PROJECT SCHEDULE Ill HARRIS has proposed a project durakon of 7 months 112 A detailed implementation Work Schedule will be jointly developed and mutually agreed upon by HARRIS and DENTON, and will be patterned after the following schedule & Test Conv 1 & Teat Page: C-6 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C 113 No delay In the project shall be permitted which will result in failure to complete the protect including protect sign -off by July 1, 1999, unless mutually agreed to by both parties 12. PROJECT SIGN -OFF 121 DENTON will notify HARRIS of the system acceptance or of any deficiency or non conformity within ten (10) working days following completion of the thirty (30) day final system acceptance test If HARRIS does not receive this notice within ten (10) working days, the acceptance test will be deemed satisfactory 122 If DENTON notifies HARRIS in writing before or within ten (10) working days following completion of the ninety (90) day system acceptance test period, of any HARRIS provided component failing to meet the criteria set forth herein, HARRIS shall at the request of DENTON facilitate the replacement of the non performing component at no cost to DENTON in order to meet the stated level of effectiveness 123 The thirty (30) working day final project sign off test may be stopped and remitiated, and/or executed multiple times A thirty (30) working day final project sign -off test must be initiated to confirm replacement of failed components until a successful acceptance test is achieved Page: C-7 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C 13. INSTALLATION PRICING 131 HARRIS will provide all software and services at the pricing detailed in the attached Pricing Sheets All pricing is fixed for the length of the contract and delivery of the product or service 14 PAYMENT SCHEDULE 141 DENTON will render payments to HARRIS in accordance with the following payment schedule TOTAL Contract Signing Installation or completion Training Milestone Cut -Over HARRIS Hardware, Licensing and Data Conversion Solution RDBMS and Desktop Solution $97,500 $48,7601 $48,760 $0 $0 Informix Licensing $52,500 $26 250 $26,250 Desktop Licensing $45,000 $22,500 $22 500 Product Interfaces $5,000 $2,500 $2,500 $0 $0 Product Data Conversion $13,260 $6,626 $6,626 $0 $0 Software Port Charge $10,000 $6,000 $5,000 $0 $0 Cash Management Stations $10,600 $6,260 $6,250 $0 $0 Oenlcom System Printer $9,400 $4,7001 $4,700 $0 $0 HARRIS Software Solution Application Software $120,760 $24,160 $36.2261 $24,160 $36,226 Billing System $84,000 $16800 $25.200 $16,800 $25,200 CARe System $36,760 $7,350 $11 025 $7 350 $11 025 Product Training $33,760 $8,760 $10,125 $6,750 $10,126 Billing System $36,750 $5,950 $8,925 $5,950 $8,925 CAReSystem 1 $4,000 $800 $1,200 $800 $1,200 15 ONGOING PRODUCT MAINTENANCE & WARRANTY 151 HARRIS will provide a free one year system warranty period beginning from the Cut -Over date Thereafter production year 2 and production year 3 will cost DENTON $43,200 with subsequent year cost increases based on the annual rate of Inflation as determined by the CPI 16. ADDITIONAL TERMS & CONDITIONS 161 The HARRIS software is Year 2000 compliant and capable of processing dates occurring both before and after December 31, 1999 162 This Agreement shall be governed by and construed In accordance with the Law of the State of Texas HARRIS submits to the exclusive jurisdiction of the Courts of the State of Texas Page: C-8 SUPPLEMENT TO AGREEMENT BY AND BETWEEN HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON SCHEDULE C 163 The order of precedence in these documents will be the Standard License Agreement with Schedules, Schedule C and Price Sheets, the DENTON RFP, and the HARRIS RFP Response Page: C-9 HARRIS COMPUTER SYSTEMS MUTUAL NON -DISCLOSURE AGREEMENT This Agreement, made as of the last date set forth on the last page hereof (the 30' of March, 1998), by and between Harris Computer Systems (HARRIS) and the other party -named on the last page hereof (The City of Denton), sets forth the terms and conditions of the confidential disclosure of certain information between the parties The parry from time to time disclosing Confidential Information, as herein defined, shall be referred to as "HARRIS" The term "Confidential Information" shall refer to the Confidential Information disclosed by HARRIS or THE CITY OF DENTON, as the case may be HARRIS and THE CITY OF DENTON agree as follows "Confidential Information" shall mean the information described at the end of this Agreement, which is disclosed to THE CITY OF DENTON by HARRIS in any manner, whether orally, visually, or in tangible form (including, without limitation, documents, devices and computer readable media) and all copies thereof Confidential Information shall be marked by HARRIS as "Confidential" "Proprietary" or the substantial equivalent thereof Confidential Information that is disclosed orally or visually shall be identified by HARRIS as confidential at the time of disclosure and reduced to a written summary by HARRIS, who shall mark such summary as "Confidential", Proprietary", or the substantial equivalent thereof and deliver it to THE CITY OF DENTON by the end of the month following the month in which disclosure occurs THE CITY OF DENTON shall treat such information as HARRIS' Confidential Information pending receipt of such summary Except as expressly permitted herein, THE CITY OF DENTON shall not disclose Confidential Information THE CITY OF DENTON shall use Confidential Information solely for the purpose specified at the end of this agreement THE CITY OF DENTON shall disclose Confidential Information only to those of its employees who have a need to know such information for the Permitted Purpose Confidential Information shall not include any information that THE CITY OF DENTON can demonstrate (a) was in THE CITY OF DENTON's possession prior to disclosure by HARRIS hereunder, (b) was generally known in the trade or business in which it is practiced at the time of disclosure by HARRIS to THE CITY OF DENTON hereunder, or becomes so generally known after such disclosure, through no act of THE CITY OF DENTON, Harris Computer Systems - Mutual Non -Disclosure Agreement (c) has come into the possession of THE CITY OF DENTON from a third party who is under no obligation to HARRIS to maintain the confidentiality of such information, or (d) was developed by THE CITY OF DENTON independently of and without reference to Confidential Information If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement 6 THE CITY OF DENTON agrees not to reproduce or copy by any means Confidential Information, except as reasonably required to accomplish THE CITY OF DENTON's Permitted Purpose Upon demand by HARRIS at any nine, THE CITY OF DENTON shall promptly return to HARRIS or destroy, at any time, at HARRIS' option, all tangible materials that disclose or embody Confidential Information THE CITY OF DENTON may retain one copy of HARRIS' Confidential Information for archival purposes, provided, however, that THE CITY OF DENTON shall be bound by the terms and conditions of this Agreement with regard to the use and disclosure of such archival copy THE CITY OF DENTON shall not remove any proprietary rights legend from, and shall, upon HARRIS' reasonable request, add any proprietary rights legend to, materials disclosing or embodying Confidential Information HARRIS understands that THE CITY OF DENTON develops and acquires technology for its own products, and that existing or planned technology independently developed or acquired by THE CITY OF DENTON may contain ideas and concepts similar or identical to those contained in HARRIS' Confidential Information HARRIS agrees that entering this Agreement shall not preclude THE CITY OF DENTON from developing or acquiring technology similar to HARRIS', without obligation to HARRIS, provided THE CITY OF DENTON does not breach its obligations to HARRIS under this Agreement or use the Confidential Information to develop such technology THE CITY OF DENTON acknowledges that Confidential Information may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development HARRIS MAKES NO WARRANTIES REGARDING THE ACCURACY OF THE CONFIDENTIAL INFORMATION HARRIS accepts no responsibility for any expenses, losses or action incurred or undertaken by THE CITY OF DENTON as a result of THE CITY OF DENTON'S receipt or use of Confidential Information HARRIS MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT RELATING TO CONFIDENTIAL INFORMATION 10 Neither party has any obligation under or by virtue of this Agreement to purchase from or furnish to the other party any products or services, or to enter into any other agreement, including but not linuted to, a development, purchasing or technology licensing agreement 11 Other than as expressly specified herein, HARRIS grants no license to THE CITY OF DENTON under any copyrights, patents, trademarks, trade secrets or other proprietary rights to use or reproduce Confidential Information Harris Computer Systems - Mutual Non -Disclosure Agreement 12 Notwithstanding any other provisions of this Agreement, THE CITY OF DENTON agrees not to export, directly or indirectly any U S source technical data acquired from HARRIS or any products utilizing such data to any countries outside the United States Export Control Law or Regulations then in effect 13 All claims, disputes and other matters in question between THE CITY OF DENTON and HARRIS arising out of or relating to the agreement, or the breach thereof, shall be decided in the Court residing over Denton, Texas HARRIS, by executing this agreement, specifically consents to venue in the City of Denton, in the State of Texas, and waives any right to contest the venue in the Courts residing over the City of Denton 14 The rights and obligations herem shall bind the parties and their legal representative, successors, heirs, and assigns 15 This agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreement, commitments and understandings pertaining to the subject matter hereof Any modifications of or changes to this Agreement shall be in writing and signed by both parties 16 This Agreement shall remain in full force and effect for a period of ten years from the Effective Date, whereupon it shall expire Any causes of action accrued on or before such expiration shall survive until the expiration of the applicable statute of limitations PJ Harris Computer Systems - Mutual Non -Disclosure Agreement PERMITTED PURPOSES A The "Permitted Purpose" with respect to Confidential Information disclosed to THE CITY OF DENTON shall be To hold in Escrow, to obtain data from, and to refer to the theory, structure and operation of HARRIS, internal features and/or Data Model of HARRIS' Billing applications, product plans for Billing and other HARRIS offerings, and other information identified to THE CITY OF DENTON as proprietary and/or confidential to HARRIS HARRIS COMPUTER SYSTEMS THE CITY OF DENTON By L By Ndth Roik7ed Benavides Title President Title City of Denton Date _ ko-% t- Date 4 ORDINANCE NO 3/ AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER # 1 TO THE CONTRACT FOR ACQUISITION, LICENSURE AND MAINTENANCE OF COMPUTER, SOFTWARE AND SUPPORTING INFORMATION OF THE CUSTOMER INFORMATION SYSTEM (CIS) BETWEEN THE CITY OF DENTON AND HARRIS COMPUTER CORPORATION, PROVIDING FOR A CHANGE IN THE CONTRACT AMOUNT, AND PROVIDING AN EFFECTIVE DATE (RFSP # 2102 CIS SOFTWARE AWARDED TO HARRIS COMPUTER CORPORATION -CHANGE ORDER # 1 IN THE AMOUNT OF $127,194 00) WHEREAS, on 4-21-98, the City awarded a contract for RFSP # 2102 — CUSTOMER INFORMATION SYSTEM (CIS) in the amount of $300,150 00, and WHEREAS, the city manager having recommended to the Council that a change order be authorized to amend such agreement with respect to the scope and price and said change order being in compliance with the requirements of Chapter 252 022 of the Local Government Code exempting this sole source acquisition from the competitive bid process, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the change order # I increasing the amount of the purchase agreement between the City and HARRIS COMPUTER CORPORATION copy of which is attached hereto, in the amount of ONE HUNDRED TWENTY SEVEN THOUSAND ONE HUNDRED NINETY FOUR and no/100 Dollars ($127,19400), is hereby approved and the expenditure of funds therefor is hereby authorized The contract amount is amended to read $427,344 00 SECTION II. and approval PASSED AND APPROVED this the / / day of 1998 ATTEST That this ordinance shall become effective immediately upon its passage JAC ER, MAYOR JENNIFER WALTERS, CITY SECRETARY BY OVE AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTO Y BY '/� Q Rfsp#2 02 CHANGE ORDER -SOLE SOURCE ORDINANCE C.HANG$ ORDER / CONTRACT 2XVISION CITY or DENTON, TEXAS OWNER DISTRIBUTED TOt OWNER t" l CONTRACTOR l,_J RFSP R 2102 P.O. s 90821 CHANOb ORDER # 1 PROJECT MI CnAws.w Dated 11.17,011 CONTRACTOR Harris Computer Systertis,Corp Contract Date 4.21.98 931 St. Road 434 Suite 1201-346 Altamonte Sons. FL 32714 THIS CHANGE ORDER/RRViRION MAKES THE FOLLOWING CHANGES IN THIS CONTRACT Upgrade to Informaa On -Line (150 Users). . $168,750 Assurance Maintenance (140 Users) S 30,240 Opel Line Maintenance (10 Users). $ Z790 Graphical User Licenses (150118ors)... $ 22.914 Qr4k of Previous Purchases for Mise. Licenses Cast. $ 97,500 THE ORIGINAL (CONTRACT SUM) ... $ 300,150 NET CHANGE BY PREVIOUSLY AUTHORIZED CHANGE ORDERS. . ,. THE (CONTRACT SUM) PRIOR TO THIS CHANGE ORDER. $ 0 $ 300,150 q 1M) WILL BE (1NCRTSASED) BY THIS CHANGE ORDER) $127, l94 THI$ NEW (CONTRACT SUM) INCLUDING THIS CHANGE ORDER WILL BE . , $ 427,344 M CONTRACT TIMH WILL BE (INCREASED) BY No ohange THIi DATE OF SUBSTA14TIAL COMPLETION AS OF THE DATE OF THIS CHANGE ORDER THEREFORE IS July 1, 1999 Hatsia Computer Systems Corp 91 fil RTcad 434 Suite 1201-346 Altamonte §MnjsA 32714 &Z-- �SRJNA71M Y-�I AMi�E --� ^ //_ S-. /974r_ DATE` OiAN013 URDRR PO 0 90821 DM City of Denton 901-0 Texas St. Denton, TX 7620 SIGNA PURE Y1i.Iy�iril;\`.I�Tiiit�f DATE ORDINANCE NO AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER 2 TO THE CONTRACT FOR ACQUISITION, LICENSURE AND MAINTENANCE OF COMPUTER, SOFTWARE AND SUPPORTING INFORMATION OF THE CUSTOMER INFORMATION SYSTEM (CIS) BETWEEN THE CITY OF DENTON AND HARRIS COMPUTER CORPORATION, PROVIDING FOR A CHANGE IN THE CONTRACT AMOUNT, AND PROVIDING AN EFFECTIVE DATE (RFSP 2102 — CIS SOFTWARE AWARDED TO HARRIS COMPUTER CORPORATION — CHANGE ORDER 2 IN THE AMOUNT OF $31,400) WHEREAS, on 4-21-98, the City awarded a contract for RFSP 2102 — CUSTOMER INFORMATION SYSTEM (CIS) in the amount of $300,150, and WHEREAS, on I1-17-98, the City awarded Change Order 1 in the amount of $127,194 Ordinance No (98-276),and WHEREAS, the City Manager having recommended to the Council that a Change Order 2 be authorized to amend such agreement with respect to the scope and price and said change order being in compliance with the requirements of Chapter 252 022 of the Local Government Code exempting this sole source acquisition from the competitive bid process, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Change Order 2 increasing the amount of the purchase agreement between the City and HARRIS COMPUTER CORPORATION copy of which is attached hereto, in the amount of Thirty One Thousand Four Hundred and no/100 ($31,400), is hereby approved and the expenditure of funds therefore is hereby authorized The contract amount is amended to read $458,744 SECTION II That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of 2000 EULINE BROCK, MAYOR ATTEST JE ER WALTERS, CIT SECRETARY BY OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY4 RFSP 2 102 CHANGE ORDER 2 - SOLE SOURCE ORDINANCE