Exh 4AAGENDA ITEM NO.~~
DATE: 1/-~ z • 9 ~
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM: H.T.E. Software Maintenance Support Agreement
SUBMITTED BY: Nelson Van Liere, Finance Director
DATE: November 13, 1999
BACKGROUND: The City of Atlantic Beach entered into a service agreement with H.T.E.,
( Harward Technical Enterprises ), Inc. in 1991 when the City selected
HTE as the software provider for all of its financial needs. This agreement
has been renewed annually by the approval of the annual maintenance
invoice since 1991. The terms of the agreement have basically been
unchanged and are spelled out in the attached contract.
BUDGET: This agreement was budgeted for as follows:
Budget Aunlication Amount
City Clerk Business License $1,630.00
Human Resources Payroll /Personnel 2,280.00
Finance Department GMBA 3,140.00
Land Management 1,630.00
Purchasing /Inventory 3,140.00
Asset Management 910.00
Cash Receipts 1,630.00
Utility Billing 4,565.00
Total $18,925.00
RECOMMENDATION:
Authorize the City Manager to sign the Annual Service Agreement,
Contract NO. ATLB-9900835 and expend $18,925 for that agreement with
H.T.E., Inc.
ATTACHMENTS: Annual Service Agreement Contract NO. ATLB-9900835
REVIEWED BY CITY MANAGER:
SERVICE AGREEMENT
CONTRACT NO. ATLB-9900835
SECTION 1
1.1 IDENTIFICATION
This agreement between H.T.E., Inc. (HTE) and City of Atlantic Beach, FL (Customer) located at
800 Seminole Road, Atlantic Beach, FL 32233, provides for Standard Software Service as defined
in Section 2.3 for the following HTE System(s) and/or Product(s):
Business Licenses $1,630.00 Purchasin vento $3,140.00
GMBA 3,140.00 Asset Mana ement fixed Assets 910.00
Pa olUPersonnel 2,280.00 Cash Recei is 1,630.00
Land Mana ement 1,630.00 Utili Billin 4,565.00
PLEASE NOTE THAT TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF
APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S)
BEING SENT SEPARATELY TO THE CUSTOMER.
1.2 TERM OF AGREEMENT
The year of service which is provided by this Agreement will extend from October 1, 1999 to
September 30, 2000.
1.3 SUMMARY
This Service Agreement provides to the Customer:
NEW SOFTWARE -During the covered period, the Customer will receive each new
Enhancement to the Standard Software that is issued for the System(s) and/or Product(s) listed in
Section 1.1.
UPDATED DOCUMENTATION -Each new Standard Software release will be accompanied by
user and system documentation, reflecting the software Enhancements.
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STANDARD SOFTWARE -HTE will correct any problems encountered in the Standard Software
during the teen 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 Customer.
ANNUAL INVOICE -The Customer will be sent an annual invoice for the Standard Software
Service.
1.4 FEE
The current annual fee for the Service (for those System(s) and or Product(s) listed in Section 1.1)
is Eighteen Thousand, Nine Hundred Twenty-Five Dollars ($18,925.00). This Agreement may be
automatically renewed upon payment of Annual Renewal Invoice. Prices are subject to change in
future years.
1.5 This document is composed of Section 1 and Section 2.
SECTION 2
2.1 TERM
This agreement extends for a period of twelve months. 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.
2.2 CHARGES AND TAXES
The Customer agrees to pay all charges due under this Agreement. The annual fee is due and
payable at the beginning of each year. If HTE's assistance is requested by the Customer to correct
a suspected error in the Standard Software program logic or documentation, and it is ultimately
determined by HTE that no such error exists, the Customer shall compensate HTE for its services.
Travel and personnel time will be charged at HTE's established hourly rate. Additionally,
compensation will be expected for any reasonable living and travel costs.
2.3 SUPPORT
HTE's policy is to make improvements in its Standard 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 Customer, as updates,
at no additional charge, and on a timely basis, the program logic and documentation for such
Standard Software Enhancements.
2.3.1 In the event the Customer 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. If it is ultimately determined by HTE that no such error
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exists, the Customer shall compensate HTE for its services. This compensation shall be based
upon HTE's hourly rate, plus reimbursement for reasonable travel and living expenses.
2.3.2 HTE's policy is to acknowledge oral or written requests from the Customer to provide
assistance in identifying and detecting problems, errors, and malfunctions arising in connection
with the Customer's use of HTE's computer application software systems. To assist HTE in
implementing its policy, the Customer shall confirm, in writing, an oral request for specific
assistance within ten (10) days after such oral request is made. The Customer 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 Customer's use
of the System(s) and/or Product(s).
2.3.3 If an Enhancement, provided to the Customer under this Agreement, is dependent upon
coding of a previous Enhancement which the Customer does not have, upon request, HTE will
provide assistance by mail or telephone in order to establish coding that will permit continuity
between the Customer's operating system and the new Enhancement.
2.3.4 The Customer agrees to notify HTE of the need to have a previous Enhancement in order to
install a current Enhancement.
2.3.5 In the event the Customer 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.
2.4 CUSTOMER'S OBLIGATION
The Customer 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 Customer.
2.5 REPRESENTATIONS OF CUSTOMER
The Customer 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.
2.5.1 The Customer further represents and warrants that it shall not (1) at any time sell, assign, or
otherwise transfer HTE System(s) and/or Product(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 Customer 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. Customer further acknowledges that, in
the event of a breach or threatened breach by the Customer of the provisions of this paragraph,
HTE has no adequate remedy in money or damages, and, accordingly, shall be entitled to an
injunction against such breach or threatened breach.
2.5.2 The Customer 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
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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 Customer waives any remedy, then it
should be bound by its waiver in accordance with established law.
2.5.3 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.
2.6 ASSIGNMENT
Neither this Agreement nor HTE System(s) and/or Products(s) nor any rights granted by this
Agreement to the Customer shall be assigned, transferred or otherwise disposed of by the
Customer, in whole or in part, without the prior written consent of HTE.
2.7 LIABILITY
Because of the difficulty in ascertaining damages, it is agreed that HTEs liability to the Customer
for any losses or damages, whether direct or indirect, arising out of this Agreement, shall not
exceed the total amount billed and billable to the Customer. In no event shall HTE be liable for
any indirect, special, or consequential damages, economic loss in connection with, or arising out
of this Agreement. This paragraph shall supersede any paragraphs of this Agreement which are
inconsistent with it.
2.8 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 remain in full force and effect, provided, however, if
Paragraph 2.5 shall be declared invalid. Customer shall execute as soon as possible, a
supplemental Agreement with HTE which grants to HTE to the extent legally possible, the
protection afforded by said Paragraph.
2.9 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 Customer may not offer to hire or in any way employ or compensate any of
the employees of HTE or persons who have been employed by HTE within the immediate past
twenty-four (24) months without the prior written consent of HTE.
2.10 GOVERNING LAW
The Agreement shall be governed by and in accordance with the laws of the State of Florida.
2.11 AMOUNTS
All amounts referred to herein or otherwise payable pursuant to any term of this agreement shall
be United States of America Dollars.
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2.12 FINAL AGREEMENT
This Agreement supersedes all prior Agreements and understandings between HTE and the
Customer 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.
2.13 ~ ` 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.
2.14 COUNTERPARTS
This Agreement maybe executed in one or more counterparts, each of which shall constitute a
single document.
2.15 SIGNATURE
The parties, each acting with due authority, have executed this Agreement by setting forth their
respective signatures:
Authorized for City of Atlantic Beach, FL Authorized by H.T.E., INC.
By.
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Title Date Title Date
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