Agr Standard Software Service -AS/400 Utility Billing
Headquarters:
390 N. Orange Ave., Suite 2000, Orlando, FL 32801-1693 . (407) 841-3235
Application Solutions for Government
II
SERVICE AGREEMENT
SECTION 1
1.1 IDENTIFICATION
This agreement between H.T.E., Inc. (HTE) and City of
Salina (Company) located at 300 W. Ash, Salina, KA
67402, provides for Standard Software Service as defined in
Section 2.3 for the following HTE System(s) and/or
Product(s): AS/400 Utility Billing - $6,000.00
1.2 TERM OF AGREEMENT
The year of service which is provided by this Agreement will
extend from to
1.3 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 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.
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.
ANNUAL INVOICE The Company will be sent an annual invoice
for the Standard Software Service.
1. 4 FEE
The annual renewal fee for the Service (for those System(s)
and or Product(s) listed in Section 1.1) is $6,000.00.
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 Company 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 Company 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 Company
shall compensate HTE for its services. Travel and personnel
time will be charged at HTE's established hourly rate of
$85.00 per hour. 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
Company, 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 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. If it is ultimately determined by HTE
that no such error exists, the Company shall compensate HTE
for its services. This compensation shall be based upon
HTE's hourly rate of $85.00 per hour, plus reimbursement for
reasonable travel and living expenses.
2.3.2 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).
2.3.3 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.
2.3.4 The Company 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 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.
2.4 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 t.o the
System(s) and/or Product(s) which are provided by H~'E to the
Company.
2.5 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 cont~inue to
have substantial proprietary interest and valuable t~rade
secrets in them.
2.5.1 The Company further represents and warrants that it
shall not (1) at any time sell, assign, or otherwisE! transfer
HTE System(s) and/or Product(s), parts of the Systenl(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) cind/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. Company further acknowledges that, in the
event of a breach or threatened breach by the Company of the
provisions of this paragraph, HTE has no adequate rE~medy in
money or damages, and, accordingly, shall be entitlE~d to an
injunction against such breach or threatened breach.
2.5.2 The Company agrees that all rights granted in this
Agreement shall be cumulative and that no specifica1:ions in
the Agreement of any specific legal or equitable remedy in
the event of the breach or any provisions of this A9reement
shall be construed as a waiver of, or prohibition a9ainst,
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.
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 Company shall
be assigned, transferred or otherwise disposed of by the
Company, in whole or in part, without the prior written
consent of HTE.
2.7 LIABILITY
Because of the difficulty in ascertaining damages, it is
agreed that HTE liability to the Company 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 Company, 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 eLII 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. Company 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 A9reement,
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 wi thin the immediate past twent~y-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.
2.12 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.
2.13 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 may be executed in one or more countE~rparts,
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 the Company: Authorized
Signature ~/t~ce-~Signature
Date
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