city council agenda memorandum

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To: Mayor and City Council From: Charles Ozaki, City and County Manager Prepared by: Pat Soderberg, Director of Finance Meeting Date Agenda Category Agenda Item # February 14, 2012 Consent Agenda 5 (d) Agenda Title: Proposed Resolution No. 2012-23, Authorizing Approval of an Annual Support Services Agreement with Innoprise Software, Inc. Summary The overall vision for Information Technology (IT) at the City and County of Broomfield is to have fully integrated software systems that use a standard set of hardware and software components that are both easy for users and cost-efficient to maintain by the IT department. In 2005 an IT needs assessment was performed to examine processes, practices, and technology in areas having the most commonality throughout the organization. The needs assessment contained an examination of both IT infrastructure (hardware) and applications (software). As a result of the IT needs assessment, software packages from Innoprise Software, Inc. (Innoprise) were purchased and installed for the Financial Management, Community Development, CIS (Utility Billing), and the Sales Tax applications. The proposed Support Services Agreement provides a combined contract for on-going support for all of the applications purchased by Broomfield and allows efficient overall management of the systems. On-going support services are necessary to keep these software applications running at the most effective level. These support services include access to the helpdesk for assistance with issues as they arise, the ability to report and facilitate correction of software defects, and enhancements provided with updates to the software as they become available for each of the applications. In addition to these services, the proposed agreement provides for access to training, technical services and technology consulting at an hourly fixed rate (currently $165). Proposed Resolution No. 2012-23 approves the 2012 Support Services Agreement, in the amount of $84,998, between Broomfield and Innoprise Software, Inc. Prior Council Action On March 28, 2006 Council approved Resolution No. 2006-9 authorizing a contract with Innoprise Software, Inc. to purchase software applications. Financial Considerations Sources: General Fund - IT Department Professional Services 85,000 $ Uses: Software Services Agreement - Innoprise CIS (Utility Billing) 10,800 $ Sales Tax 19,200 Financial Management 25,910 Community Development 29,088 Total Uses 84,998 $ Projected Balance 2 $ Sources and Uses of Funds Alternatives Do not approve the annual Support Services Agreement. This would eliminate Broomfield’s access to software updates and impair the ability of the IT department to support these systems. Proposed Actions/Recommendations It is recommended… That Resolution No. 2012-23 be adopted. City and County of Broomfield, Colorado CITY COUNCIL AGENDA MEMORANDUM 5(d) Page 1

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To: Mayor and City Council From: Charles Ozaki, City and County Manager Prepared by: Pat Soderberg, Director of Finance

Meeting Date Agenda Category Agenda Item #

February 14, 2012 Consent Agenda 5 (d)

Agenda Title: Proposed Resolution No. 2012-23, Authorizing Approval of an Annual Support Services

Agreement with Innoprise Software, Inc.

Summary

The overall vision for Information Technology (IT) at the City and County of Broomfield is to have fully integrated software systems that use a standard set of hardware and software components that are both easy for users and cost-efficient to maintain by the IT department.

In 2005 an IT needs assessment was performed to examine processes, practices, and technology in areas having the most commonality throughout the organization. The needs assessment contained an examination of both IT infrastructure (hardware) and applications (software).

As a result of the IT needs assessment, software packages from Innoprise Software, Inc. (Innoprise) were purchased and installed for the Financial Management, Community Development, CIS (Utility Billing), and the Sales Tax applications.

The proposed Support Services Agreement provides a combined contract for on-going support for all of the applications purchased by Broomfield and allows efficient overall management of the systems.

On-going support services are necessary to keep these software applications running at the most effective level. These support services include access to the helpdesk for assistance with issues as they arise, the ability to report and facilitate correction of software defects, and enhancements provided with updates to the software as they become available for each of the applications. In addition to these services, the proposed agreement provides for access to training, technical services and technology consulting at an hourly fixed rate (currently $165).

Proposed Resolution No. 2012-23 approves the 2012 Support Services Agreement, in the amount of $84,998, between Broomfield and Innoprise Software, Inc.

Prior Council Action

On March 28, 2006 Council approved Resolution No. 2006-9 authorizing a contract with Innoprise Software, Inc. to purchase software applications.

Financial Considerations

Sources:

General Fund - IT Department Professional Services 85,000$

Uses:

Software Services Agreement - Innoprise

CIS (Utility Billing) 10,800$

Sales Tax 19,200

Financial Management 25,910

Community Development 29,088

Total Uses 84,998$

Projected Balance 2$

Sources and Uses of Funds

Alternatives

Do not approve the annual Support Services Agreement. This would eliminate Broomfield’s access to software updates and impair the ability of the IT department to support these systems.

Proposed Actions/Recommendations

It is recommended…

That Resolution No. 2012-23 be adopted.

City and County of Broomfield, Colorado

CITY COUNCIL AGENDA MEMORANDUM

5(d) Page 1

RESOLUTION NO 2012-23

A RESOLUTION AUTHORIZING AND APPROVING AN AGREEMENT BY ANDBETWEEN THE CITY AND COUNTY OF BROOMFIELD AND INNOPRISE

SOFTWARE, INC. FOR SUPPORT SERVICES

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY AND COUNTY OFBROOMFIELD, COLORADO:

Section 1. The agreement attached hereto by and between the City and County ofBroomfield and Innoprise Software, Inc. in the total amount of $84,998 for supportservices is approved.

Section 2.

The mayor or mayor pro tern is authorized to sign and the city and countyclerk to attest the agreement, in the form approved by the city and county attorney.

Section 3.

This resolution is effective upon its approval by the city council.

APPROVED ON February 14, 2012.

THE CITY AND COUNTY OF BROOMFIELD,COLORADO

Mayor

ATTEST:

City and County Clerk

APPROVED AS TO FORM:

City and County Attorney

5(d) Page 2

Innop ris e.software

SUPPORT SERVICES AGREEMENT

THIS SUPPORT SERVICES AGREEMENT ('Agreement') Is entered into this

6

day of r f_INNOPRISE SOFTWARE, INC. (`Licensor), and City and County of Broomfield ('Licensee').

Data') by and between

RECITALSWHEREAS, Licensor has granted a license to Licensee to use certain computersoftware programs pursuant to the License Agreement, as defined below, and

WHEREAS, Licensee desires that Licensor provide support services to Licenseefor the Licensed Materials (defined below), and Licensor desires to provide thesupport services.

NOW, THEREFORE, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and In further consideration of thecovenants and representations contained herein, the parties agree as follows:

AGREEMENT1. DEFINITIONS. The definitions In the License Agreement are Incorporatedherein. Unless otherwise defined herein or in the -License Agreement, thefollowing terms shall have the meanings set forth below:

1.1. 'Current Release' - means the latest version of the Innoprise Softwareoffered by Licensor for general commercial distribution, including all Updates toIt.

1.2. 'License Agreement- - means the License Agreement between Licensorand Licensee executed.contemporaneously herewith.

1.3. 'License Effective Date' - means the Effective Date as defined in theLicense Agreement

1.4. 'Schedule(s)' - means an attachment to this Agreement which is a part ofthis Agreement for all purposes. Schedules may be added and removed fromtime to time to add or delete Innoprise Software from the Support ServicesAgreement.

1.5 'Services' - means the support services that Licensor agrees to provideunder this Agreement

1.8. 'Telephone or Email Support Call' - means a telephone can or email byLicensee to Licensor for the purpose of obtaining Services under this Agreement

2. STANDARD SUPPORT SERVICES.

Licensor shall provide the Services specl5ed In the following sections of thisAgreement and any Services set forth In the Schedule(s) for Innoprise Softwarelisted on the Schedule(s). All services will be planned annually with Licenseeand the Schedule(s).wnl be amended reflecting any changes.

2.1. Error Reporting. € icensee shall report any Defects to Licensor by telephoneor entail.

2.2. Enhancements. Customization of Enhancements requested by Licensee orcustomization of Enhancements required to adapt or conform Enhancements toInnoprise Software shall occur under the Schedule(s) and planned annually withLicensee.

2.3. Telephone and e-mail Supo

Licensor shall provide telephone and emailassistance to Licensee with respect to use of the Innoprise Software and to .

resolve Defects at telephone numbers designated by Licensor from time-to-time.Support will be available from 9 a.m., to 8 p.m. EST, Monday t hrough Friday,excluding U.S. holidays.

2.4. Severity Levels and Response Times. Licensor shall use reasonable effortsto address the Severity Levels set forth below In the time periods describedbelow.

2.5. Error Severity Levu.Severity 1: Destroys data or software or causes the application or system to beunavailable for use In a'nve production environment

Severity 2: Prevents the use of one or more functions or causes the product notto perform as required.

Severity 3: Impedes, but does" not prevent, this use of one or more essentialfunctions. May cause the product not to perform In accordance with the product

fnnoprise Software, Inc-

design or specifications.

Severity 4: Impedes the use of non-essential functions or is a cosmeticrelatedproblem.

2.8. Response Time Goals,

Severity 1: Fix or work-arounds available in 24 hours or daily updates unfitresolution. Resolution usually in the form of patch for system critical errors or thenext Update.

Severity 2: Fix or work-arounds available in 48 hours or as soon as isreasonably possible but no later than next regular Update or as patch in extremecases.

Severity 3: Response available in 1 week. Fat available In next or'future Updateas appropriate.

Severity 4: Fix in the future Update or Enhancement If required.

3. LIMITATION ON STANDARD SUPPORT SERVICES.3.1. Licensee Defects. If Licensee notifies Licensor of a problem and Licensordetermines that the problem Is due to Licensee's incorrect or improper use of thelnnoprise Software (as opposed to a Defect In the lnnoprise Software), Licensorshelf have no obligation to take any aan tit c

1!le problem. Atrequest and at Licenser's sole discretion, Licensor may attempt to correct theproblem, and Licensee shall pay Licenser the ten current time and materials

rate for all services provided and all expenses of Licensor associated withperformance of those services, whether or not the problem Is corrected.

3.2. Current Version. Licensors obligations under the Agreement shall apply onlyto the Current Release. However, Licensor shelf support the Immediately priorrelease ('Prior Release") for three (3) months following release of the CurrentRelease. During this period, Licensoe's sole obligation with respect to the Prior

Release shall be to ensure that the Prior Release continueas to function In themanner In which It functioned on the data that Licensor made available theCurrent Release.

3.3. Third Party Software. Maintenance and Support does not cover Third, PartySoftware, nor does it cover Innoprise Software modified by Licensee or InnopriseSoftware used in any manner in violation of the License Agreement.

3.4. Q. Licensor shag have no responsibility for loss of or damage toLicensee's data, Licensee shag take all necessary steps to backup its data.

4. ADDITIONAL SUPPORT.Additional support services including on-site support which may be requested byLicensee or necessary to maintain the Innoprise Software or Third PartySoftware and which is agreed to by Licensor shall be provided under a separateServices Agreement at Licensee's then current rates plus expenses.

S. OBLIGATIONS OF LICENSEE.5.1. first Level Succor Sin a Point of Contact AN Communications relating tothe Services hereunder shag be supervised, coordinated, and undertaken by no

more than one (1) designated contact person per Licensee work-shift who shallact as a single point of contact between Licensee and Licensor. AAll problemsmust be researched by said contact person before contacting Licenser.

. madusing commercially available remote control software agreed to by the parties.

Licensee agrees to obtain a copy of such software, provide an operationalconnection, and provide such assistance as reasonably necessary to facilitatesuch support Licensee sham be solely responsible for instituting and maintainingsecurity safeguards to protect Licensee's systems and data.

5.3. Tra in . In consideration of performance of the Services by Licensor,Licensee agrees to purchase the training Services described on the Schedule(s)at the price set forth therein.

5.4. Additional Training. In the event that following the first three months of thefirst year of t is Agreement, licensee's Telephone or Email Support Calls exceed

5(d) Page 3

Jnnopr isesoftware

an average of three hours each week during any calendar quarter, Licensee and

Licensor shall attempt to determine the reason for the excess calls or emafs: IfLicensor, In its sole discretion, determines that the excess Telephone or Email

Support Calls are a result of inadequate training by Licensee, then Licensee shagcorrect the Inadequacy by providing additional training to its Permitted Users byLicensor at Ltcensoes then currant rates plus expenses.

5.5. Enhancements . Licensee acknowledges and agrees that Enhancementsprovided by Licensor pursuant to this Agreement may, in Licenser's solediscretion, require additional training of Licensee's trainers and Permitted Users.In consideration of Licenser's continued support of Enhancements in accordancewith the terms of this Agreement, Licensee agrees to purchase appropriatetraining with respect to Enhancements at Licensor's than current rates plusexpenses.

8. SUPPORT SERVICES FEES.6.1. Fees, in consideration of the Services provided under this Agreement,Licensee agrees to pay'a Support Service Fee as shown on the Schedule{s}.Licensor may change the Support Service Fee at any time by giving Licensee notless than sixty (60) days prior written notice.

62 Manner of Payment. Support Service Fees for the lnnoprise Software thatare paid as a flat fee are due and payable within thirty (30) days of the Effective

Date and on the next anniversary of the Effective Date each year thereafter. Allother service fees and expenses shall be Invoiced monthly and are due` andpayable by Licensee within thirty (30) days of the date of invoice.

6.3. Non-payment Notwithstanding anything contained herein to the contrary.Licensor reserves the right to refuse to provide Services when charges toLicensee remain unpaid after thirty (30) days from the due date. Licensor agreesto reinstate Services promptly upon payment of all past due charges. Invoicesremaining unpaid i the due date shall be subject to interest at the rate ofone and one half percent (1.5%) per month or the maximum rate allowed by taw,whichever Is loss,

6.4. Taxes. All amounts due and payable to Licensor shag be exclusive of allapplicable taxes based or measured thereon excluding taxes based on the

Income of Licensor, and Licensee shall be responsible for the payment of allsuch taxes to Licensor or shall provide Licensor with an appropriate Certificate ofExemption..

7, TERM, TERMINATION. AND DEFAULT.

7.1. Term. This Agreement shall commence on the Effective Date and shagcontinue until terminated pursuant to this section

72 Termination without Cause. Licensor or Licensee may terminate thisAgreement or any Schedule(s) for any reason or no reason by giving sixty (60)days' prior written notice to the other party. Licensee acknowledges and agreesthat Licensor has undertaken significant commitment of personnel In theexecution of its responsibilities under this Agreement Therefore, Licenseeagrees that upon termination by Licensee pursuant to this section, Licensor shagretain all Support Service Fees paid by Licensee that are applicable to theSchedule(s) being terminated or all of the Support Service Fees if the Agreementis terminated,

7.3. Termination of License Aer gement. It the License Agreement is terminatedfor any reason as to all of the Innoprise Software, this Agreement shall terminate.It the License Agreement Is terminated for any reason as to a portion of thetnnoprisa Software, then this Agreement shah remain in effect for the remaininglnnoprise Software. This Agreement shalt terminate with respect to all lnnopriseSoftware that Is based upon or derived from Innoprise Software as to which thisAgreement is terminated.

7.4. Termination for Default Subject to the right to cure in Section 7.5, by givingwritten notice, the non-defaulting party may terminate this Agreement or anySchedule(s) upon the occurrence of one or more of the following events whichshall constitute an Event of Default.

7.4.1. Any material representation by a party is discovered to be materiallymisleading or inaccurate, or a party falls to perform any material covenant,agreement, obligation, term or condition contained herein;

7.4.2. A party attempts to assign, terminate or cancel this Agreement contrary tothe terms thereof

7.4.3. Licensee falls to make payment as provided herein;

7.4.4. party breaches its obligations under the License Agreement

' innoprise Software, Inc.

7.4.6. A party ceases to do business as a going concern, makes an assignmentfor the benefit of creditors, admits in writing its Inability to pay debts as theybecome due, files a petition in bankruptcy (except In connection with areorganization under which the business of such party is continued andperformance of all its obligations under this Agreement shall continue) orappoints a receiver, acquiesces In the appointment of a receiver or trustee, orliquidator for it or any substantial party of its assets or properties.

7.5. Cure of Event of Default. Except for Licensee's failure to make a paymentas provided in Section 7.4.3, Events of Default by a party shag not be cause fortermination if the defaulting party cures such default within thirty (30) days ofreceipt of written notice of default from the non-defaulting party or if the defaultcannot be cured within thirty (30) days if the defaulting party commences curewithin thirty (30) days of receipt of written notice and proceeds to cure suchdefault within a reasonable period of time. Licensee shall not have any right tocure Licensee's failure to make a payment when due.

7.8. Rights Upon Default. Upon an uncured Event of Default, the non-breachingparty may, except as limited by this Agreement, seek all legal and equitableremedies to which it Is entitled. The remedies set forth herein shall be deemed

cumulative and not exclusive and may be exercised by the non-breaching party,

successively or concurrently, in addition to any other remedies available to it.Upon termination by Licensor for Licensee's default all amounts under thisAgreement shall become Immediately due and payable, if the Agreement Isterminated because of the default of Licensor. Licensor shall refund any prepaidSupport Service Fee.

8. DISCLAIMER; LIMITATION OF LIABILITY; NO RESPONSIBILITY.8.1. Warranty. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIEDREGARDING THE SERVICES PROVIDED HEREUNDER OR THE UPDATESOR ENHANCEMENTS PROVIDED HEREUNDER INCLUDING. BUT NOTLIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE.

8.2. Limitation ofV Liabillty. Subject to Section 8.3, LIcensor's liability on any claimof damages arising out of this Agreement shaft be limited to direct damages andshall not exceed the amounts paid by Licensee to Licensor under this Agreement

In the two month period preceding Licensee's claim. IN NO EVENT SHALLLICENSOR BE LIABLE FOR INDIRECT, EXEMPLARY, INCIDENTAL SPECIALOR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT,INCLUDING LOSS OF DATA, EVEN IF LICENSOR HAS BEEN ADVISED OFTHE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

8.3. No Res nsibtlLicensor shall not be responsible under this Agreementto provide Services, Updates, Enhancements; or any other maintenance and

support for Software that Licensee (a) misuses, improperly uses; alters, ordamages; (b) uses with any hardware or software not supplied or approved byLicensor, (c) uses in a location other than the Designated Location, or in an

operating environment other than the Designated Operating Environment; or (d)otherwise uses in a manner not in accordance with the License Agreement

9. GOVERNING LAW. This agreement shall be governed by, construed, andenforced under and in accordance with the Laws of the State of Colorado. In theevent of any litigation arising under or construing this Agreement. venue shall tie

only in Broomfield County, Colorado. Prior to either party commencing any legalaction under this Agreement, the parties agree to try In good faith, to settle any

dispute amicably between them. If any dispute arises between the parties eitherrelating to this Agreement or In any way arising out of this A greement then thecomplaining party shall provide a notice of such dispute, In witting, to the otherparty. Such notice shag include both a specific description of the disputed Issuesand suggested action(s) to remedy such dispute. The Parties shall thereafterattempt in good faith, to settle such dispute. If no resolution of the dispute isreached within forty-five (45) days of the notice of dispute, then either party maypursue any legal remedy it may have available Including instituting suit In a courtof competent jurisdiction..

10. SUBCONTRACTING.Licensor reserves the right to subcontract all or part of the Services, but Licensorshall remain responsible for performance of such Services by its subcontractors.

i1. RELATIONSHIP OF THE PARTIES.The relationship of the parties established by this Agreement is solely that ofindependent contractors, and nothing contained in this Agreement shall beconstrued to (a) give any party the power to direct and control the day-today.activities of the other, or (b) constitute such parties as partners, joint venturers,co-owners or otherwise as participants in a joint or common undertaking; or (c)

make either party an agent of the other for any purpose whatsoever. Neitherparty nor its agents and employees is the representative of the other for anypurpose, and neither has power or authority to act as agent, employee to

5(d) Page 4

Innoprisesoftware

represent, to act for, bind, or otherwise create or assume any obligation on behalfof the other.

12. MISCELLANEOUS.12.1. Binning Nature and Assianment_ This Agreement shall bind the partiesand their successors and permitted assigns. Licensee may not assign thisAgreement without the prior written consent of Licensor,

12.2. Notices, All notices and other communications under this Agreement mustbe in writing and shalt be deemed to have been given it delivered personally,sent by facsimile (with confirmation), mailed by certified mail. or delivered by anovernight delivery service (with confirmation) to the parties at the followingaddresses or facsimile numbers (or at such other address or facsimile number asa party may designate by like notice to the other parties):

To Licensor:

innopriso Software, Inc.Attention: Contract Administrator

-th

Broomfield, CO 86293Facsimile No.: (541) 322-2092

To Licensee:

City and County of BroomfieldOne Descombes Drive

Broomfield; CO 80020Facsimile No,:

Any notice or other communication shall be deemed to be given (a) on the dateof personal delivery, (b) at the expiration of the third (3rd) day aftr the data ofreceipt in the United States Mail, or (c) on the date of confirmed delivery byfacsimile or overnight delivery service.

'12.3. Counterpart s, This Agreement may be executed in any number ofcounterparts, all of which taken together shall constitute one single agreementbetween the parties.

12.4. Headings. The section headings are for reference and convenience onlyand shaft not be considered in the Interpretation of this Agreement.

12.5. Approvals and Similar Action . Where agreement approval, acceptance,consent or similar action by either party is required by any provision of thisAgreement, such action shall not be unreasonably delayed or withheld. unlessspecifically permitted by this Agreement.

12.6, Force Ma euie. Neither party shall be in default by reason of any failure inthe performance of this Agreement (except failure to pay) If such failure arises out ofcauses beyond its reasonable control. Such causes may include, but are not limitedto, acts of God, ads of the public enemy, acts of government in either its sovereignor contractual capacity, acts of the party whose performance is not sought 'to beexcused, fires, flood, weather, epidemics, quarantine restrictions, strikes, freightembargoes, failure of transmission or power supply, mechanical difficulties withequipment which could not have been reasonably forecasted or provided for, orother causes beyond its sole control. The party so affected will resume performanceas soon as practicable after the force majeure event terminates

12.7. SeverabilIf any provision. of this Agreement is held to beunenforceable, then both parties shall be relieved of all obligations arising undersuch provision, but only to the extent that such provision is unenforceable, andthis Agreement shall be deemed amended by modifying such provision to theextent necessary to make it enforceable while preserving its intent or. If that Isnot possible, by substituting another provision that is enforceable and achieves

the same' objective. and economic result IT IS EXPRESSLY UNDERSTOODAND AGREED THAT EACH PROVISION OF THIS AGREEMENT WHICHPROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OFWARRANTIES, INDEMNIFICATION OR EXCLUSION OF DAMAGES OROTHER REMEDIES IS INTENDED TO BE ENFORCED AS SUCH. FURTHER,

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANYREMEDY UNDER THIS AGREEMENT IS DETERMINED TO HAVE FAILED OFITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND

EXCLUSIONS OF DAMAGES- OR OTHER REMEDIES SHALT. REMAIN INEFFECT.

12.8. Waiver. No delay or omission by either party to exercise any right orpower it has under this Agreement shall impair or be-construed as a waiver ofsuch right or power. A waiver by either party of any covenant of breach shall notbe construed to be a waiver of any succeeding breach or of any other covenantAll waivers must be in writing and signed by the party waiving its rights.

12.6. Attorneys' Fees. If any legal action or other proceeding Is brought for theenforcement of this Agreement, or because of an alleged dispute, breach, defaultor misrepresentation in connection with any of the provisions of this Agreement,the prevailing party shall be entitled to recover reasonable attorneys' fees andother costs Incurred in that action or proceeding, in addition to any other relief towhich It may be entitled.

12.10. No Third Party Beneficiaries. The parties agree that this Agreement is forthe benefit of the parties hereto and Is not intended to confer any legal rights orbenefits on any third party and that there are no third party beneficiaries to thisAgreement or any part or specific provision of this Agreement

12.11. Entire Agreement. This Agreement, Including all of Its attachments, eachof which is incorporated into this Agreement, is the entire agreement between theparties with respect to Its subject matter, and there are no other representations,understandings or agreements between the parties relative to such subjectmatter. No amendment to, or change, waiver or discharge of any provision ofthis Agreement shall be valid unless In writing-and signed by any authorizedrepresentative of the party against which such amendment change, waiver ordischarge is sought to be enforced.

12.12 Public . Licensor may prepare press releases concerning the existenceof this Agreement and may reference, License et and nt_ in ltsadvertising, sales promotions, trade shows. or other marketing material subject toapproval by Licensee which, approval shag not be unreasonably delayed orwithheld.

12.13 Compliance with Laws. Each party shall comply with all govermnental,including federal, state, and local laws, statutes, rules and regulations applicableto this Agreement and In the conduct of its business.

12.14. Ftgndtsrdosure. Each party hereby agrees that it wilt not disclose theterms of this Agreement to any third party without the express written consent ofthe other party, other than those disclosures and records required to be made or'maintained pursuant to Oregon law.

12.15. Survival

Provisions. Provisions 713, 8. 9, 122.9 and 12.15 and' allaccrued and unpaid obligations arising hereunder shall survive the terminationhereof.

IN WITNESS WHEREOF, Licensor and Licensee have each caused thisAgreement to be signed and delivered by its duty authorized representative,effective as of the date first stated above.

LICENSEE: City and County of Broomfield

By:Printed Name:Title:Date:

LICENSOR: Innoprise Software, Inc..

By:Printed Name:

Title:Date: 't

ATTEST:

' Innoprise Software, Inc.5(d) Page 5

A division of 7- ---. R R / S

Support Schedule

Flat Rate Pricing

Flat rate support includes access to Innoprise helpdesk (via Telephone and Email), correction of software

defects, support of the current software version and roadmap enhancements provided with new

versions of the software as they become available. All terms above are defined and governed by the

Support Services Agreement between MSGovern/lnnoprise and the City.

Suite Description

.(Mod ules) PriceCustomer Information •

BillingSystem •

Rate Management•

Service Orders $10,800

Customer/Property Management•

Citizen AccessFinancials •

Financials Base•

Budget

Purchasing•

Accounts Payable $25,910

Fixed Assets•

GASB 34 Reporting

Personnel•

Cash ReceiptingCommunity •

Building Permits & InspectionsDevelopment •

Planning•

Code Enforcement•

Licensing (Contractor)•

Property / Owner Management $29,088

Inspection IVR API•

Utility Billing IVR API•

Escrow and Payment Tracking•

GIS/ ESRI Interface•

Developer Agreement Tracking•

Citizen AccessSales Tax & Business •

AuditsLicensing •

Accounts / Businesses / Contacts•

Delinquencies•

Location Addresses $19,200

Payment Processing•

Tax Returns•

Vendors•

Citizen Access

5(d) Page 6

Govern A division of I I-^l R R I S

t Solutions for Government

Time and Materials Pricing

Additional services may be provided at the hourly rate defined in the Support Services Agreement

between MSGovern/Innoprise and the City. Services include but are not limited to:

• Custom Enhancements: Enhancements not provided by the development roadmap

• Training: Any training activity requested by the City for training on any Innoprise Software

application component Licensed by the City

• Technical Services: Any technical service activity requested by the Licensee for hardware,

operating systems, and network issues

• Technology Consulting: Any consulting activity requested by the City for technology planning,

analysis, and software utilization

MSGovern/Innoprise will provide a quote for any services requested based on the contractual rate

defined in the Support Services Agreement. Cost invoiced for services will be based on actual hours

worked. Any changes made subsequent to the original approved request will need to be made as a

separate request and may involve additional cost and / or a revised delivery date.

5(d) Page 7