HomeMy WebLinkAboutIT18-118 - Amendment - #1 - System Innovators - Software License Agreement - 04/24/2020ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
o Director or Designee o Mayor
Date of Council Approval:
Budget? o Yes o No
Grant? o Yes o No
Type:Review/Signatures/RoutingDate Received by City Attorney:Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? o Yes o No*
*If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
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Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
OK to sign, 7/31/2020 TW. Mayor, there are 2
locations to sign. I've put a checkmark by them.
AMENDING AGREEMENT DATED EFFECTIVE APRIL 24, 2020
TO THE SOFTWARE LICENSE AGREEMENT DATED MARCH 6, 2018
BETWEEN:
SYSTEM INNOVATORS, A DIVISION OF
N. HARRIS COMPUTER CORPORATION
(“Harris”)
- and –
City of Kent, WA
(“Organization”)
WHEREAS Harris and Organization entered into a Software License Agreement on
March 6, 2018 (the “Software License Agreement”);
AND WHEREAS Organization wishes to license additional Harris software, not set out
in Schedule “A” of the Software License Agreement;
AND WHEREAS Harris and Organization have agreed to amend the Software License
Agreement to allow licensing of additional software by Harris from time to time;
AND WHEREAS the amendments set out in this Amending Agreement dated April 24,
2020 (the “April 2020 SLA Amending Agreement”) will allow for the licensing of
additional Harris software;
AND WHEREAS the capitalized terms in this April 2020 Amending Agreement that are
not defined herein, have the meaning ascribed to them by the Software License Agreement;
NOW THEREFORE Harris and Organization, each in consideration of the promises and
agreements of the other, hereby agree as set out below.
1. The SLA is amended effective the date first written above as follows:
A. The definition of “Software” set out in Section 1.01(n) is hereby deleted and
replaced with the following:
(n) “Software” means (i) the software products that are listed in Schedule
“A”; and (ii) in a Work Order executed by the parties from time to time
subsequent to the Effective Date, which software products include any
Update(s) or Upgrade(s) that have been provided to Organization pursuant
to the Support and Maintenance Agreement that has been entered into
between Harris and the Organization. Third Party Software is not included
in the definition of Software except where this Agreement explicitly states
otherwise.
2
B. The following definition is added to Section 1.01 immediately following
subsection (t):
(u) “Work Order” means the form of work order agreed to by the parties
from time to time that sets out Software to be licensed to Organization by
Harris after the Effective Date, which is in addition to the Software set out
in Schedule “A”, along with the applicable License Fees and payment
schedule.
2.Except as expressly amended in this April 2020 SLA Amending Agreement, the
parties ratify and confirm the Software License Agreement and acknowledge that
the Software License Agreement, as amended by this April 2020 SLA Amending
Agreement, is in full force and effect as of the date first written above.
3.This April 2020 SLA Amending Agreement may be executed in separate
counterparts, each of which, when so executed, will be deemed to be an original
and all of which when together, will constitute one and the same agreement.
IN WITNESS WHEREOF the parties hereto have caused this April 2020 SLA Amending
Agreement to be duly executed effective as of the date first above written.
N. HARRIS COMPUTER CORPORATION
Per:
Name: Jeffrey Sumner
Title: Executive Vice President
CITY OF KENT, WA
Per:
Name: Dana Ralph
Title: Mayor
N. HARRIS COMPUTER CORPORATION
WORK ORDER
Dated May 28, 2020
This Work Order dated the date first written above (“Work Order-2020-04”) is governed by and subject to the following agreements between N. HARRIS COMPUTER
CORPORATION (“Harris”) AND CITY OF KENT, WA (“Customer”):
1.Software License Agreement dated March 6, 2018, as amended by the Amending Agreement to the Software License Agreement dated 04/27/2020 (together, the “SLA”);
2.Support and Maintenance Agreement dated March 6, 2018, as amended by the Amending Agreement to the Support and Maintenance Agreement dated 04/27/02020 (together,
the “S&MA”)
Capitalized terms not defined in this Work Order-2020-04 have the meanings given to them in the SLA and the S&MA, as applicable.
Customer will license from Harris the Software set out in the table below and agrees to pay (i) the License Fees in accordance with the payment schedule; (ii) and the applicable
Support and Maintenance Fees annually in advance of each support and maintenance term.
License Fees and Payment Schedule
License Fee Payment Schedule
Licensed iNovah Software
(Interface Modules)
License Fees On Execution of
Work Order
(50% of License
Fees)
On Installation of
Software in Test
Environment
(50% of License
Fees)
Annual Support and
Maintenance Fees (Payable
on the “Start Date”
Thereafter Annually in
Advance) *
1.Real-Time Bi-Directional Interface –
Amanda Permitting (High Complexity)
$30,000.00 $7,500
Interface Modules Multi Interface
Discount
$(30,000.00)
2.Real-Time Bi-Directional Interface –
Custom Business License System
(Medium Complexity)
$20,000.00 $5,000
Interface Modules Multi Interface
Discount
$(20,000.00)
Total License Fees $0.00 $0.00 $0.00
Total Support and Maintenance Fees $12,500
**Annual Support and Maintenance Fees will be calculated and paid in accordance with Section 4 of the S&MA. Annual Support
and Maintenance Fees will increase annually in accordance with the S&MA.
Signature Block on the Following Page
2
N. HARRIS COMPUTER CORPORATION
Per:
Name: Jeffrey Sumner
Title: Executive Vice President
Per: Not Required
Name: Todd Richardson
Title Chief Financial Officer
CITY OF KENT, WA
Per:
Name: Dana Ralph
Title: Mayor