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4533
HARRIS
License/Maintenance - Utility Billing Software
PW Admin
LEG 12-1
12/28/2005
06/15/2010
Review date for tracking only
'J-+-A R R IS
HARRIS
END USER LICENSE AGREEMENT
. This Agreement (the "Agreement") is made as of the date specified below between HARRIS (hereinafter
"HARRIS") and the undersigned party (hereinafter "Client").
In consideration of the promises and representations set forth herein and other good and valuable consideration, the
receipt and adequ~cy of which are hereby acknowledged, the parties agree as follows:
1. BACKGROUND. The following terms and conditions apply to
any computer software programs ordered by Client from HARRIS
hereunder and licensed by HARRIS for Client. For purposes of this
Agreement, "Software" means only the specific computer software
listed on Attachment "A" in object code.
2. LICENSE OF SOFfW ARE.
A. HARRIS grants to Client a limited, non-exclusive, non-
transferable and personal license to (i) install and operate the
serialized copy of the Software for Client's internal, in-house use by
the number of users designated in Attachment A and (ii) make one(l)
archival copy of the Software for back-up purposes only ("Archival
Copy,"). Client agrees to affix a conspicuous written label to the
Archival Copy which contains the copyright notice and all other
information printed on the original media from which the Archival
Copy is made. HARRIS' retains all rights to the Software and all
other works of authorship of HARRIS not expressly granted in this
Agreement.
B. This license is not a sale of the original Software or
any copies. HARRIS, or its supplier, retains the mynership of the
Software and all subseqUent copies of the Software made by Client,
regardless of the form in which the copies may exist. The Software,
the accompanying written manuals and docunientation distnbuted
with the Software (the "Documentation"), and the Archival Copy are
copyrighted'works of authorship of HARRIS or its supplier and may
not be copied, reproduced, modified, distributed or transferred, by
any meanS or in any form, without the express written permission of
HARRIS: Any unauthorized copying or use of the Software or
Documentation is a violation of this Agreement ,and may also
constitute a violation of the U.S. Copyright Act for which Client
could be liable in a civil or criminal action.
C. Client may physically transfer the Software from the
designated server to another computer system; provided the Software
is operated only on one server at a time. Client may not electronically
transfer the Software or operate it or any portion thereof in a time-
sharing or service bureau operation. Client may not translate, modifY;
adapt, disassemble, de-compile or reverse engineer the Software, or
create derivative works based on the Software or Documentation or
any,portions thereof.
D. The Software is provided for use in Client's internal
commercial business operations only and must remain at all times
upon premises owned or leased by Client. Exceot as expressly
provided herein Client may not rent, lease, sub-license, sell, assign,
distribute, pledge, traiJsfer, encumber, or otherwise dispose of the
Software or Documentation or anY rights granted to Client herein, on
a temporary or permanent basis, without the prior written consent of
HARRIS, which will not be unreasonably withheld.
3. DELIVERY AND TESTING. HARRIS shall deliver the
Software to the Delivery Location as defined on the signature page
hereof. Client agrees to accept as the complete Software that
Software which is listed in this Agreement. If the Client wants
additionai Software, HARRIS may offer to provide it. In that case,
the specification, license fees and the delivery date of such additional
Software; together with the terms and conditions that apply; will form
an addendum to this Agreement.
4. CONSULTING AND TRAINING. HARRIS will provide
consulting and training services (hereafter referred to as Professional
Services) agreed to by the parties under .the terms of this Agreement.
All Professional Services provided under this Agreement shall be
billed on a time and materials basis at the then current published
prices. Notwithstanding any provisions of this Agreement, HARRIS
may freely utilize any and all ideas, concepts, methods, know-how or
techniques related to programming and processing of data, discovered
or developed by HARRIS during the performance of Professional
Services.
5. RESPONSmILITIES OF CLIENT. Except as provided herein,
with respect to the Software, Client shall be solely responsible for (i)
their selection of the Software to achieve Client's intended results; (ii)
their use, installation and operation of the Software, except as
expressly set forth in Section 4; (iii) the results obtained therefrom;
(iv) providing a safe and suitable location for installation; (v)
providing and maintaining the appropriate environment for operating
the Software; (vi) data entry and loading of Client data and
maintaining back-up and archival copies thereof; and (vii) designating
one (I) qualified and capable full-time employee to serve as Client's
main point of contact with HARRIS for all purposes with respect to
the Software.
6. PAYMENTS AND TAXES.
A. Payment shall be as outlined in Attachment "B", based
on pricing as outlined on Attachment "A".
B. Unless specifically noted as included in total price,
Client will reimburse HARRIS for the necessary and reasonable costs
incurred by' HARRIS representatives or their agents to perform
Professional Services, or any other services hereunder, for travel and
living expenses and any other reasonable and necessary expenses,
. when such services are performed for the Client. Payment for these
reimbursable fees shall be due within 30 days of the date of invoice.
C. Client shall be solely responsible for any, and all
taxes and charges relating to the Software including. all sales, use and
property taxes, except taxes measured by HARRIS's gross revenues
or net income.
D. The failure of the Client to make any payments on
the dates due, as outlined in Attachment "A", shall constitute a
default. In addition, any of the following events occurring prior to
the full payment by Client to HARRIS shall constitute a default: (i)
refusal to accept delivery of the Software; . (ii) the return of the
Software by Client without prior authorization from HARRIS, (iii)
the insolvency or bankruptcy of the Client or the making by Client of
an assignment for the benefit of creditors, or the consent of the Client
to the appointment of a trustee or receiver, or the appointment without
its consent, of a trustee or receiver, for the Client or for a substantial
part of its property; (iv) the institution by or against the Client of
bankruptcy, reorganization, arrangement or insolvency proceedings.
Upon the occurrence of any such default, HARRIS at its option and
without notice to or demand on the Client may declare this
Agreement in default and thereupon all Software and all rights of the
Client therein shall be surrendered to HARRIS. Client shall pay
HARRIS all costs and expenses including shipping charges,
attorneys' fees, and collection service fees, incurred by HARRIS in
exercising any of its rights or remedies hereunder or in enforcing any
of the terms, conditions or provisions of this Agreement.
7. TmRD PARTY FINANCING. Nothing hereinprolnbits Client
from obtaining third party financing for the goods to be delivered as
-1-
provided herein. To the extent Client obtains such financing, Client
shall ensure that the following points are clearly set forth, in the
agreement between Client and such third partY financing
organization: (i) the Software is licensed to Client on a non-
exclusive: non-transfciable and non-assignable basis solely in
accordance with this Agreenlent and may not be used by or
transferred in any form to a third party without the prior written
consent of HARRIS, which shall not be unreasonably withheld; and
(ii) in the event Client fails to pay its obligation to the third party
financing organiza,tion and the third party financing organization
repossesses any equipment which contains a copy of the Software,
then the Software must be immediately returned to HARRIS.
8. CONFIDENTIALITY AND NONDISCLOSURE. Client
acknowledges the Software and Documentation constitute
copyrighted works of authorship and include confidential information
of HARRIS or itS suppliers and represent and embody" certain
valuable proprietary information and trade secrets of HARRIS or its
suppliers. Client' agrees not to disclose or make available the
Software or Documentation, or any part thereof, to anyone other than
Client's employees and consultants who are required to have access to
the Software or Documentation in the normal course of installation,
operation or use of the Software or Documentation as set forth in
Section 2 and who have a legal duty to protect such trade secrets and
confidential information. . Client agrees to implement reasonable
procedures to prevent other persons from obtaining access to or use of
the Software or Documentation. Client acknowledges that HARRIS
or its suppliers will suffer irreparable harm should Client fail to abide
by the tenDs and conditions herein and that HARRIS shall, in addition
to recovering damages, be entitled to obtain injunctive relief from a
,court of competent jurisdiction to enjoin Client from violating this
Agreement and/or infringing the proprietary rights of HARRIS or its
suppliers. The responsibilities and obligations set forth in this
Section and Section 5 shall apply during t4e term of this Agreement
and shall continue thereafter (i) with respect to trade secrets of
HARRIS or its supplier, as long as such information iemains a trade
seCret under applicable law, and (ii) with regard to other confidential
and proprietary information of HARRIS or its suppliers, for a period
of three (3) years after the termination or expiration of this
Agreement.
9. LIMITED WARRANTIES AND DISCLAIMERS. , .'
A. ' HARRIS warrants that its products are
substantially free of errors and defects. If such errors or defects are
found, Harris will, upon receipt of a written request from a registered
User and/or return of. the original diskette(s) within 90 days of
product purchase, either com;ct the error or defect without charge or
retUrn the Users original fee for the licensed Software, within 90 days
of formal notification:
B. In no event shall HARRIS or its suppliers be liable
for any direCt, .indirect, corisequential or resulting damages or injury
due to failure of the Software, or for any lost profits, time, business,
records or other monetary damages nor for any Claim or demand
against Client by any other person. Client's exclusive remedy for any
failure of the Software shall be the Software warranties contained
herein and these are in lieu of any and all other warranties.
C. OTHER THAN AS EXPRESSLY' SET FORTH
HEREIN, HARRIS MAKES NO WARRANTIES, WHETHER
WRITTEN OR ORAL, EXPRESS OR IMPLIED, WITH RESPECT
TO THE SOFTWARE, DOCUMENTATION, EQUIPMENT, OR
SERVICES PROVIDED HEREUNDER, , OR . ANY
MODIFICATION, REVISIONS, OR DERN ATJ.VE WORKS OF
THE SOFTWARE OR DOCUMENTATION: HARRIS DOES NOT
WARRANT THAT THE SOFtwARE WILL BE ERROR-FREE. '
10. INDEMNIFICATION.
A. HARRIS shall defend, at its expense, any legal action
brought against Client based on a claim that the Software infringes a
U.S. Copyright or violates the U.S. trade secret rights of any third
''FI-A.R R J S
party. HARRIS will indemnify and hold harmless Client, its officers,
directors, employees or agents, against damages and costs, including
attorneys' fees, penalties and interest, finally awarded against Client
in such actions directly attributable to such claims; provided that
HARRIS is given prompt written notice of such claim, reasonable
assistance from Client, and sole authority to defend or settle such
claim. If the Software becomes, orin HARRIS's opinion is likely to
become, the subject of such a claim of infringement or violation of ' a
trade secret right, then HARRIS may, at its option: (i) procure for
Client the right to use the, Software free of any liability for
infringement or violation; (ii) replace or modify the Software to make
it nOIlcinfringing or non-violating;, or (iii) pay to Client the base
software license fee as, stated in Attachment "A", which amount
represents a refund of the base software license fee paid hereunder.
Client shall return the Software to HARRIS. HARRIS shall have no
liability under this Section for any claim based on modification of the
Software, use of the Software, other than as specified in this
Agreement, or Use of other products, either independently or in
conjunction with the Software. tms SECTION SETS FORTH THE
COMPLETE LIABILITY OF HARRIS WITH RESPECT TO
INFRINGEMENT of INTELLECTUAL PROPERTY RIGHTS
AND INDEMNIFICATION GRANTED BY HARRIS.
B. Client shall indemnify, defend and hold harmless
HARRIS and its affiliates and their respective officers, directors,
shareholders, agents and representatives against damages and costs,
including attorney's fees, penalties and interest relating to any claim
by any third party arising out of the Client's intentional breach of this
agreement, including but not limited to, any tax liability of Client to
any governmental entity in connectic)ll with this Agreement; provided
that Client is given prompt written notice of such claim, reasonable
assistance from HARRIS and sole authority to defend or settle such
claim.
11. LIMITATION OF LIABILITY.
A. In no event shall HARRIS be liable for any indirect,
special, incidental or consequential damages, including bUt not
limited to, loss of profits or anticipated profits and loss of goodwill,
even if HARRIS has been informed of the possibility of such
damages. This paragraph shall survive termination ,of this Agreement
for any reason and shall remain in full force and effect despite any
failure of any remedy herein.
B. IN NO EVENT SHALL HARRIS's LIABILITY FOR
ANY DAMAGES TO CLIENT OR ANY OTHER PARTY EXCEED
THE LICENSE FEES, EXCLUDING ANY AND ALL
PROFESSIONAL SERVICE FEES PAID BY CLIENT TO HARRIS
FOR THE SOFTWARE, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE.
C. HARRIS shall not be liable for loss of data files from
any cause whatsoever. Client shall protect itself from such loss by
making copies of all data on a regular basis arid by having a
procedure that allows it to revert to a previOliscopy, should that ever
be necessary.
12. US GOVERNMENT RESTRICTED RIGHTS. The
Software and Documentation are provided with RESTRICTED
RIGHTS. Use, duplication, or ,disclosure by the Government is
subject to restrictions as set forth in subparagraph (c ) (I) (ii) of the
Rights in Technical Data and Computer Software Clause at DFARS
252.227-7013 or subparagraphs (c ) (I) and (2) of the Commercial
Computer Software - Restricted Rights 48 CFR 52.227-19, as
applicable.
13. TERM AND TERMINATION
A. This Agreement will become effective on the date of
acceptance hereof by HARRIS. . Either party may terminate this
Agreement if the other party, commits a material breach of any term
or condition of this Agreement which is not remedied within sixty
-2-
(60) days after receipt of written notice of such breach by the non-
breaching party. .
B. HARRIS may, at its option terminate support and other
services as specified by this Agreement immediately upon notice to
Client in the event (i) Client is dissolved or liquidated or a trustee or
receiver is appointed for Client, (ii) bankruptcy or insolvency
proceedings under federal or state law, whether voluntary or
involuntary, are commenced against Client, or (iii) Client niakes an
assignment for the benefit of creditors.
C. The provisions of Paragraphs 6, 8, 9, 10, 11 and 19 of
this Agreement and all other material provisions shall survive any
tennination or expiratiqn of this Agreement and shall bind the parties
and their legal fepresentatives, successors, heirs and assigns. '
14. ASSIGNMENT. Neither .this Agreement nor any of Client's
rights or obligations hereunder shall be assigned by Client, in whole
or in part, or by operation of law or otherwise, without the prior
written consent of HARRIS. Any attempt to sub-license assign or
transfer the Software or any rights of Client herein, by any means or
in any form, without the prior written consent of HARRIS, which
shall not be unreasonably withheld, shall be null and void.
15. AMENDMENT. No additional terms, consent, waiver,
alteration or modification of any provision of this Agreement shall be
binding unless in writing and signed by an authorized representative
of both parties.
16. WAIVER AND SEVERABILITY. Failure by either party to
enforce at any time any of the provisions of this Agreement shall not
constitute a waiver of such provision nor ill any, way affect the
validity of this Agreement or any part thereof or the right of the other
party thereafter to eDforce the provisions hereof. The provisions of
this Agreement are severable and any provision of this Agreement
that is determined to be void or unenforceable. by a court of
competent jurisdiction. shall not affect the enforceability. of the
remaining provisions herein, and the remaining provisions shall be
enforced as if this Agreement was originally written without the
invalid provision. All Attachments attached h~to are incorporated
herein by reference.
17. FORCE MAJEURE. Neither party shall be liable for any delay
or failure in performance of this Agreement if caused by an act of
God or any factor beyond control of the party, or as a result of a third
party other than HARRIS or Client; including but not limited to,
failure of the other party to comply with its obligations and
responsibilities hereunder or to provide materials or information
specified. herein. In any such event, the date for the party's
~"'R R...IS
performance shall be deferred for a period of time equal to the time
lost by reason of such act of God or other factor beyond control,
provided .that the delayed party shall notify the other party of such
occurrence and shall cooperate with the other party in minimizing any
adverse iinpact of such occurrence.
18. NOTICES. All notices required by or relating to this Agreement
shall be in writing and shall be sent to the parties to this Agreement at
their address set forth below or to'such other address as either party
may substitute by written notice to the other.
19. GOVERNING LAW. This Agreement shall be governed by,
construed and interpreted ill accordance with the laws of the State of
Washington without giving effect to its conflict of laws. Any
litigation or legal action to enforce or interpret this Agreement shall
be filed and heard only in the state or federal courts located in Kitsap
County, Washington and Client consents and submits to the exclusive
jurisdiction and venue over any action, suit or other legal proceeding
that may arise out of or in connection with this Agreement in such
courts. If any legal action is brought by either party relating to this
Agreement, the prevailing party 'will be entitled to reimbursement by
the other party of its reasonable attorneys' fees and related expenses.
20. HIRING. Client acknowledges that HARRIS has made
considerable investment in the hiring, training, and retaining of its
employees. During the term of this Agreement, Client shall not hire
or offer to hire, as an employee or contractor, any employee of
HARRIS or any former employee of HARRIS within three years
from the date that such employee severed employment with HARRIS.
21. USE OF CLIENT'S NAME. Client hereby agrees that
HARRIS may list Client as a Customer of HARRIS' in literature and
publications distributed by or on behalf of HARRIS. with written
permission from Client
22. ENTIRE AGREEMENT. This Agreement and the
Attachments hereto constitute the entire understanding of the parties
with respect to the subject matter hereof and shall supersede all
proposals and prior agreements and understandings, oral or written,
and any other communications between the parties relating to the
subject matter of this Agreement In the case of any conflict between
this Agreement and any of the Attachments hereto, the terms and
conditjons of this Agreement shall control and govern.
23. SOURCE CODE. Client may request for product sourc~ code to
be placed in an escrow account at Client's expense. Source code may
be accessed by Client only in the event that HARRIS ceases business
operations.
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~'I-f--A R R I 5
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date specified below.
"Harris, Inc."
Company Name:
Name (print):
Signature:
Title:
Date:
Address:
HARRIS
Jeff Bender
~~
Chie xec:tive Officer
D 1:...<.-- 2-3 I oS
112 E. Line Street. Suite 200
Tvler. Texas 75702-5760
"Client"
Company Name:
Name (print):
Signature:
Title:
Date:
Address:
City of Bremerton
~~.
/JAJ~~
IJ..^~ -1/ 5-
345 6th Street, Suite 600
Bremerton, W A 98337
Delivery Location: Same
-4-
ATTACHMENT "B"
Payment Schedule
'J-+-A R R J 5
Payment schedule is as follows and based on information provided in the Pricing section of
Attachment "A", Proposal Specification.
1. Software License:
Payment of75% of the Base Software License Fee is due within thirty (30) days of
receipt of order by Harris. Balance is invoiced and due upon completion of
installation of software. If another method, other than outlined here, is agreed upon, it
will be noted in Attachment "A" and take precedence.
2. Data Conversion:
Paid on invoice within 30 days of completion.
3. Training:
Paid on invoice within 30 days of completion.
4. On-site Service:
Paid on invoice within 30 days of completion.
5. Travel Expenses:
Paid on invoice within 30 days of completion.
6. Custom Bill Format (If applicable):
Upon contract signing, Client will provide Harris with a specification design. Harris
will review specification design and submit it to the Client for sign off and approval.
Work will only begin after approval is received from Client. Client will be invoiced
upon delivery of product, payment is due within 30 days of invoice.
7. Hand Held System Interface (If applicable):
Paid on invoice upon successful test run with installed software.
8. System Modification/Customization (If applicable):
Upon contract signing, Client will provide Harris with a specification design. Harris
will review specification design and submit it to the Client for sign off and approval.
Work will only begin after approval is received from Client. Client will then be
allowed a fmal approval opportunity prior to implementation of the customized
program. Client will be invoiced upon completion of implementation. Payment is
due immediately upon receipt of invoice.
9. Annual Software Service & Support:
Support begins 30 days from software installation. At this time an invoice will be
issued, payment is due upon receipt of invoice.
10. Auxiliary Hardware:
Paid on invoice.
"1-+-A R R J S
HARRIS
MAJNTENANCE AND PRODUCT SUPPORT PROGRAM
TERMS AND CONDmONS
I. ADDRESSES AND COMMUNICATIONS
CORPORATE OFFICE;
HARRIS
Attn; Product Support
112 East Line Street, Suite 200
Tyler, TX 75702-5760
Tel; 903-535-8222
Fax: 903-535-9015
2. DEFINITIONS
A. "Maintained Software" means the copy of the Harris software
product licensed to you on,the End User License. If the licensee of the
Maintained Software is a corporation or other entity, the "you" as used
in this Agreement refers to that corporation or entity.
B. ' "Discrepancy" means a defect in the distribution media
(software) or a material difference between the operation of the
Maintained Software and the description of the operation of the
Maintained Software as provided in current end-user documentation
provided for the Maintained Software by Harris.
C. "Correction" means replacement distribution media or
corrective code or document, which rectifies a Discrepancy as
described above. Harris may, at its discretion, modify the end-user
documentation to (i) remove inaccuracies in .the documentation, or (ii)
describe changes, modifications or improvements made to' the
Maintained Software. "Correction" includes, but is not limited to,
workarounds, update disks or electronic transfer equivalent
D. "Agreement" means these Terms and Conditions of Harris
Packaged Products Maintenance and Priority Support Program.
3. APPLICABILITY OF HARRIS END USER LICENSE
AGREEMENT.
This Agreement and all software, documentation and media
provided under it is subject to all the terms and conditions of the
Harris End User License Agreement which exists between you and
Harris, including the warranty and disclaimers.
4. ACCESS TO HARRIS PRODUCT SUPPORT STAFF
A. . Harris Product Support Staff are available to give you
assistance and advice on Harris products or to receive Discrepancy
reports, during 1l0m:1al the hours dermed,in your End User Site License
Agreement, Attachment "A", at our offipe listed above. You may also
use regular or overnight delivery services, fax or e/mail to
communicate with our Product Support Staff.
B. oUr Product Support Staff will, with your assistance if
necessary, investigate a suspected DisCrepancy by attempting to
reproduce it after receiving your report of a Discrepancy. If the
Discrepancy is confirmed, then, for Maintained Software, Harris will
make reasonable efforts to provide you with a Correction, but cannot
guarantee to do so;
5. SOFTWARE NOT COVERED BY THIS AGREEMENT.
A. Any softWare not listed on this Agreement under Products
Covered, which is located on the signature page of this agreement.
B. Third Party altered or modified Maintained Software.
C. Any consolidation of Maintained Software and other software
not covered by this AgreeIJlent.
D.A release of Maintained Software for which Maintenance
Services have been discontinued.
E. DiscrePancies caused by your negligence.
F. Discrepancies resulting from hardware malfunction.
G. Maintained Software used on a computer 'or operating system
other than that specified and supported by Harris
6. YOUR RESPONSIBILITIES
A. You agree to report all suspected Discrepancies through your
Support Contact to the Harris Product Support Staff.
B. You agree to use reasonable efforts to assist Harris's efforts to
fmd Corrections to confirmed Discrepancies reported by' you.
C. You agree to install and use the newest release or update disk
for the Maintained Software sent to you by Harris within thirty (30)
days of receipt
D. You' agree to report all major changes made by you associated
with or affecting the Maintained Software, in writing, within thirty
(30) days of the change made.
E. In all contacts with Harris Product. Support, you agree to
provide the Product Identification Number of the Maintained Software
Product.
7. ADDITIONAL SERVICES AND CHARGES
A. Harris may offer additional services such as training and
consulting under separate agreements. Such services can be performed
at a site and time mutually agreeable. These services are normally
charged on a time and materials basis plus expenses and are subject to
availability. You will be charged our standard rates in effect at the
time such services are incurred.
B. Harris reserves . the rigb,t to charge for services outside of the
range of normal support services. Such services considered outside of
the range of supported services are as follows; (I) debugging problems
in non-Harris supported products, or in combinations of Harris
supported and non-supported products where the problem occurs in the
non-Harris product, (2) other cases where it is judged highly likely that
the suspected problem is not the responsibility of Harris and (3)
retraining existiiIg or training new operators. Hams offers regular
classroom training in Tyler, Texas, for both the General Ledger and
Utility Billingffechnical Services portions of the j-nHANcE Suite.
After initial training and implementation, clients are welcome to attend
these classes upon advance reservation at a daily rate in effect at the
time of attendance.
C. When a situation occurs where a reported problem is likely to
fall outside of the range of supported services, you will be advised of
the potential of incurring charges'to have Harris work o~ the problem.
An estimate of the cost of the additional service will be communicated
to you foryour approval and agreement No work on such problem
will occur until you have accepted, in writing, the. provided cost
estimate. Should we find trult the problem is, indeed; caused by a
supported product, no chargeS will be incurred. However, if it is
proven that the problem is not the respoils,ibility of Harris you will be
charged, invoiced upon completion with payment due upon receipt of
invoice.. Should you not agree that the requested service falls out of
the bounds of supported services, your Harris sales person will be your
. representative at Harris to mediate the issue for you.
D. Harris upon prior notice, reserves the right to charge for
unusual or excessive telephone expenses or shipping charges in
conneCtion with the Maintenance Services provided under' this
agreement
8. PAYMENT
The annuai Maintenance Fee must be paid in advance of this
Agreement's anniversary date, and will be invoiced in advance of said
anniversary date. The annual Maintenance Fee is as specified on
Attachment "A" to the End User License Agreement. Harris reserves
the right to increase the amount of the support agreement with written
notice by up to 15% per year.
9. TERM AND TERMINATION
A. This Agreement will be effective and services provided
hereunder will commence as of the completion and verification by
Harris of acceptance of payment of the appropriate Maintenance Fees
and proof of proper license for the So:(lware designated in the End
User License is ascertained. The Maintenance Period commences as
of the date of acceptance of the above, as appropriate. Harris may
change the Maintenance Fee with 30 days written notice, consistent
with Attachllent "A" to the End User License Agreement and
paragraph S'hereof, which fee shall become effective with renewal.
B. This Agreement will remain in effect perpetually unless
terminated by written notice thirty (30) days prior to expiration by
either party.
C. If you cancel your maintenance you must purchase an
upgrade to the current version of the product in order to register for a
new maintenance period. If you have previously reCeived the current
upgrade version, the start of the new maintenance period will begin on
the date that you renew your Agreement.
D. On thirty (30) days advance written notice, Harris reserves
the right to withdraw maintenance services on any or all' Maintained
Software or other products, and to alter' the prices, terms and
conditions of the Maintenance Program, in advance of any
maintenance ~ewal, consistent with Attachment "A" to the End User
License agreement and paragraph S hereof. Any such withdrawal or
alterations will amend the Mamtenance Program between you and
Harris as of your renewal date.
City of Bremerton
COMPANY
345 6th Street. Suite 600
ADDRESS'
Bremerton. W A 98337
CITY, STATE, ZIP
PRODUCTS COVERED: i-nHANCE Utility Solutions
'IH-A qR R. I S
E. If you allow your Maintenance Agreement to lapse more than
sixty (60) days from it's renewal date, a new Maintenance Agreement
must be entered into if continued support is desired. The new
Maintenance Agreement will be the standard Maintenance Agreement
offered by Harris at the time that this Maintenance Agreement has
lapsed, all associated fees of the new Maintenance Agreement will
apply.
10. MISCELLANEOUS
A. You may not assign this Agreement to a third party without
the prior written consent of Harris. This Agreement and. the Harris
Product License Agre6nent shall be the only agreements between
Harris and you with respect to the Maintained Software. They cannot
be modified except in writing and with the approval of both parties.
These. Agreements supersede all prior agreements, oral or written,
relating to the Maintained Software.
B. In addition, your current, paid Product Support Agreement
entitles you to all release maintenance updates.
360-473-5293 or 360-473-5834
TELEPHONE
360-473-2330
FAX NUMBER
ATE YOU HAVE READ AND ARE IN AGREEMENT WITH THE TERMS AND
ANNUM- MAINTENANCE AND PRIORITY SUPPORT.
/) -,L~-~)-
DATE
PLEASE SIGN HERE
C~iSOF
CUSTOM R SIGNATURE
HARRIS ~
~~ED SIGNATURE
PLEASE RETURN TO:
Harris
112 East Line Street, Suite 200
TYLER, TX 75702-5760
Approved as to form:
~~~
--"
o Ct..-- 2- 11 .,. ;,
DATE
RENEWAL DATE:
2
'1-4-A R R J S
-
EnHANCE
,utility solutions
Proposal Specification
Attachment "A"
City of Bremerton
November 30, 2005
1.0 Software license: i-nHANCE Utility Solutions
Service Locations: 16,500
Number of Concurrent Users: 12
Number of Metered Services: 1 - water/sewer/storm water
Software Components: (per Product Description, attached)
Utility Billing and Customer Information Management
. Customer Information Command Center
. Service Location Information Command Center
. Meter/Device Information Command Center
. Utility Billing Administration
. Report Management
. Work Order Management
. InventoryManagement
. Journal Maintenance
. General Ledger Configuration
. Technical Services Configuration
. Automated Task Scheduler and Reminders
. User Security/Settings Management
. a-Mail Internal Messaging System
. Crystal Reports Custom Report Writer
. iWEB - Internet Bill Presentment and Payment
2.0 Trainina
2.1 Training Outline
. 10 Days On-Site - Utility Billing Basic User Training
. 5 Days On-Site -Utility Billing Advanced Training
Ten (10) on-site days for Basic User training and five (5) on-site days for
Advanced training will be conducted at the City of Bremerton office. Each
trainee should have their own workstation for training. The cost for on-site
training is $1,100.00 per day. Those fees are included in this proposal. Travel
and living expenses of Harris trainer are not included.and are billable items.
"Day" is defined as one person for eight hours. The client will not be billed for
training classes until they occur.
Harris
112 E. Une Street, Suite 200, Tyler, Texas, 75702-5760 USA
Telephone +1903-535-8222 Facsimile +1903-535-9967 www.harriscomputer.com
~'H-A,RR I S
3.0 ImDlementation/Proiect Manaaement
3.1 Days required on-site: 10 Days
Cost for on-site Harris personnel is $1,100.00 per person per day. That fee is
included in this quote. Travel and Living expenses are not included and will be
billed separately. Customer will be billed only for on-site days actually used. On-
site implementation help is separate and distinct from training. It involves on-site
project management assistance. "Day" is defined as one person for eight hours,
i.e. two people for one week equals ten days.
3.2 Data Conversion
Harris will be responsible for converting the existing City of Bremerton database
into the required format for import into the i-nHANCE_system. Conversion will
include customer demographic information and balance forward along with a one
year history of charges, payments and usage. Conversion estimate is based on
16,500 customer records. If it is determined that the existing system has more
than 16,500 records, additional fees may apply.
4.0 Maintenance And Support
Call in support via 800 line; 8:00 am - 5:00 pm CST availability, Monday through
Friday, normal business days. Software support requires a dedicated US Robotics
Courier Modem, (or Harris approved equal) and dedicated phone line for accE;!ss.
Minimum Baud rating of 28,800.
5.0 Interface DeveloDment & On-Site Discoverv
5.1 Days required on-site: 2 Days
Cost for on-site Harris personnel is $900.00 per person per day. That fee is
included in this quote. Travel and Living expenses are not included and will be
billed separately. Customer will be billed only for on-site days actually used. On-
site discovery is separate and distinct from training and implementation. "Day" is
defined as one person for eight hours, i.e. two people for one week equals ten
days.
5.2 Interfaces
Quadrant Systems, Inc. Cashiering System (SQL Server)
Pentamation Financial System (Informix 4GL/4Js)
Kitsap County Land Information System (GIS) .
Cartegraph, Inc - Work Order/Inventory System (GIS)
Off site print house and mailing service and lock box service
On-line, payment service
Webcheck Canopy FincH Billing Service
RMSS - AutoRead
GIS
Estimated Delivery and Schedule:
A Preliminary Project Plan can be submitted upon request.
Harris
112 E. Line Street, Suite 200, Tyler, Texas, 75702-5760 USA
Telephone +1903-535--8222 Facsimile +1903-535-9967 www.harriscomputer.com
'1-I-A R R J $"
Pricing:
Specification Item 1.0, Software License
Utility Billing
Specification Item 2.0, Training
On-Site - Utility Billing Basic U_ser (10 Days)
On-Site - Utility Billing Advanced (5 days)
Specification Item 3.1, Implementation/Project Management
. On-site Service (10 Days)
Specification Item 3.2, Data Conversion (based on 16,500 accounts)
Specification Item 5.1, On~Site - Discovery for Interfaces (2 Days)
Specification Item 5.2, Interface Development:
Quadrant Systems, Inc. Cashiering System (SQL Server)
Pentamation Financial System (Informix 4GLj4Js)
Kitsap County Land Information System (GIS)
Cartegraph, Ine - Work Order/Inventory System (GIS)
Off site print house and mailing service and lock box service
On-line payment service
Webcheck Canopy Final Billing Service
RMSS - AutoRead
GIS
$ 35,000.00
$11,000.00
$5,500.00
$11,000.00
$16,500.00
$1,800.00
$3,500.00
$3,000.00
$3,000.00
$5,000.00
$2,000.00
$1,500.00
$2,000.00
no charge
$2,200.00
Proposal Total:
$103,000.00
Specification Item 4.0, Annual Maintenance and Support
Utility Billi ng
$7,000.00
Harris
112 E. Line Street, Suite 200, Tyler, Texas, 75702-5760 USA
Telephone +1903-535-8222 Facsimile +1903-535-9967 www.harrlscomputer.com
~H-A R RIS '
Comments and Clarifications:
1) Computer hardware, network, Microsoft SQL Server 2000 and any additional required items
not noted above, are to be purchased by Client and are not included in this proposal unless
stated above. I
2) Client is required to provide pcAnywhere version 9.2 or better for Win 2000 by Symantec to
obtain updates and require9 maintenance.
3) Client is required to have a CD ROM Burner on their network
4) Crystal Reports report gene~ator is inCluded. An overview of working with Crystal with the
IUS database is included in the Advanced Training session. Advanced Crystal Reports training
is recomm~nded for system I administrators, this is a 3 day training program at a cost of
$1100 per day.
5) One standard 8 V2 x 11 bill format plus 20 hours of custom bill format design work or Crystal
Report programming isinclyded.
6) The Annual Maintenance and Support contract may increase by up to 15% per year,
I .
beginning 24 months from the anniversary date of the annual service contract. The Annual
Maintenance and Support crntract will commence upon completion of on-site system
implementation.
7) Client is required to pr<?vide dedicated phone line access to server via 56k U.S. Robotics
Modem
8) Pricing does not include anYj applicable tax.
9) Pricing is valid for through [)ecember 31, 2005.
10) Proposal is based on the infbrmation described within this specification and our best
understanding of the custo+,er's requirements.
11) Not included in this Propos9' is the integrated third-party Satori Standard Edition Address
Management Solution.. The Satori product provides address verification and CASS certification
within the IUS system, neg~ting the need to export/import addresses to an outside source
for CASS certification. The ~ost of this module is $5,000.00. '
12) Harris offers an optional da~abase administrator annual support contract which is not
included in this proposal. !'1ese services are intended for those accounts without the benefit
of an in-house IT staff. Ha~ris will routinely re-install the database configuration, restore the
database, re-index the database, optimize the database, configure daily back-ups of the
database to the server's ha~ddrives and provide verified notification of low hard drive space
to the customer both verbally and in writing. This service does not include Microsoft SQL
Server or Microsoft SQl Ser\,er Support of any kind, the resolution of hardware failures,
software failures, network i~sues, hardware setup or installation, external backup procedures
or equipment, maintenancd or disaster recovery. The cost for this optional contract is
$2,495.00 per year. I
Harris
112 E. Line Street, Suite 200, Tyler, Texas, 75702-5760 USA
Telephone +1903-535-8222 Facsimile +1903-535-9967 www.harrlscomputer.com