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HARRIS GOVERN
E -D -
MASTER LICENSE AND SERVICES AGREEMENT •
This Master License and Services Agreement (this "Agreement") isen
i e
(Z-' Z�, 2 ` g ) made and entered into on
("Effective Date") by and between HARRIS GOVERN, an unincorporated
business unit of Harris Local Government Solutions Inc. ("HARRIS GOVERN"
("Licensee"). ) and G RANT COUNTY, WASHINGTON
1. DEFINITIONS.
"Purchase Order" has the meaning set forth in Section 2.
1.1 "Floating User" means the number of
undesignated concurrent users specified in any Purchase
Order who may simultaneously access and use the
Licensed Software, subject to the license granted herein.
1.2 "Named User" means the number of users
specified in any Purchase Order who are employees or
authorized contractors of License and specifically
designated to use the Licensed Software, subject to the
license granted herein.
1.3 "Licensed Software" means the proprietary
HARRIS GOVERN software (in object code format
only) and related documentation that is identified in any
mutually agreed upon Purchase Order.
1.4 "Business Unit" means the specific county
division or operations unit identified in a Purchase Order
for which Licensee is authorized to use the Licensed
Software.
1.5 "Intellectual Property Rights" means any and all
rights, whether or not registered, that may exist from
time to time in this or any other jurisdiction under patent
law, copyright law, moral rights law, publicity rights
law, trade secret law, trademark law, unfair competition
law or other similar protections.
1.6 "Production" means the utilization of the
Licensed Software to input information into the system,
in a non -testing environment, that will be used to
perform any of the following functions -create ownership
information, create property valuations, collect and
receipt tax monies, and to publish property assessment
information to the public.
2. PURCHASE ORDERS.
2.1. Licensee may issue to HARRIS GOVERN
written Purchase Orders identifying the Licensed
Software (as defined below) and services Licensee
desires to obtain from HARRIS GOVERN (the
"Purchase Order(s)"). Such Purchase Orders shall be
consistent with the terms and conditions of this
Agreement. It is the parties' intent that the initial version
of each Purchase Order shall be generated by HARRIS
GOVERN. HARRIS GOVERN shall accept any
mutually agreeable Purchase Orders or alterations
thereto. HARRIS GOVERN may reject a Purchase
Order that does not meet the conditions described above
by promptly providing to Licensee a written explanation of
the reasons for such refection. In order to be valid, all
Purchase Orders submitted by Licensee must be
substantially in the form of Purchase Order attached hereto
and shall be executed by authorized representatives of each
party prior to taking effect. Each executed Purchase Order
shall be attached hereto and incorporated herein as
Purchase Order 1, 2, et seq.
3. LICENSE.
3.1. Grant of License. Subject to the terms of this
Agreement and any applicable Purchase Order, HARRIS
GOVERN hereby grants to Licensee a non-exclusive, non-
transferable, non-sublicenseable, restricted license and/or
sublicense, as applicable, to use the Licensed Software for
internal purposes only, for the specific business purposes
and Business Unit (if applicable), and during the license
term specified in a Purchase Order (the "License"). The
License permits employees and authorized users of
Licensee to use the Licensed Software, subject to the
number of Floating Users and/or Named Users specified in
the Purchase Order.
3.2 Prohibited Uses. Licensee may not (i) transfer
all or any portion of the Licensed Software to a different
computer configuration or permit use by third parties or
other functionally independent business units affiliated
with Licensee or affiliates of Licensee, (ii) reinstall or use
the Licensed Software or documentation following the
expiration or termination of this Agreement unless it enters
into an additional license agreement with HARRIS
GOVERN, (iii) attempt to circumvent any technical
devices of the Licensed Software that are directed at, or
have the effect of, enforcing the terms of this Agreement,
(iv) make copies of the Licensed Software other than for
backup, training, testing or other internal support reasons,
or (v) modify, create derivative works, translate,
decompile or create or attempt to create, by reverse
engineering or otherwise, the source code from the object
code supplied to Licensee. Licensee may not remove,
modify or obscure any copyright, trade secret,
confidentiality, trademark, service mark or other
proprietary rights, notice or legend on any copy of the
Licensed Software, the media on which it is contained, or
related data, documentation or other materials. Licensee
may not market, sell, lend, rent, lease, or otherwise
distribute the Licensed Software. Except as otherwise
expressly provided herein, Licensee may not assign,
sublicense or otherwise transfer any rights in or to the
Licensed Software. The Licensed Software shall not be
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 1 of 18
used under any circumstance whatsoever directly or
indirectly in a computer service business or service
bureau or in a rental or commercial timesharing
arrangement.
3.3 Designated Hardware Licensee agrees to
operate the Licensed Software on hardware meeting or
exceeding the requirements as specified in a Purchase
Order or recommended by HARRIS GOVERN.
Licensee acknowledges and agrees that the License is
restricted to Licensee operations only, and that the
Licensed Software may not be installed on hardware not
owned and operated by Licensee.
4. SERVICES.
4.1. Professional Services. HARRIS GOVERN
shall provide professional services ("Services") as
described in Purchase Orders to assist with data
conversion, system implementation and configuration,
customization, and installation, or in connection with
other activities as may be described in Purchase Orders.
Subject to the mutual agreement of the parties in a
Purchase Order, HARRIS GOVERN personnel will
perform these Services at the rate and charges set forth in
such Purchase Order, plus applicable travel, meal and
lodging expenses.
4.2 Maintenance and Support Services. HARRIS
GOVERN shall provide maintenance and support
services ("Maintenance") as described in Purchase
Orders to maintain the Licensed Software in compliance
with the Washington Property Tax Code, and to provide
technical support, Licensed Software updates, and other
services as described in Purchase Orders. Unless
otherwise set forth in an applicable Purchase Order,
support calls for service will be provided during normal
business hours, and will be responded to in a maximum
of 2 hours from the time the call was placed. Licensee
understands and agrees that if Licensee discontinues and
then resumes the use of Maintenance, licensee will be
required to pay HARRIS GOVERN the entire
Maintenance Services Fees for the period of
discontinuance, plus the Maintenance Services then
commencing.
5. FEES AND EXPENSES.
5.1. In consideration for the License and the
Services and Maintenance to be provided by HARRIS
GOVERN, Licensee shall pay the fees as indicated in the
applicable Purchase Order. Licensee will pay these fees
within thirty (30) days of the date of the invoice, unless
otherwise provided in the Purchase Order. Thereafter,
all past due balances shall accrue interest at the rate of
1% per month unless subject to a good faith dispute.
6. PROPRIETARY RIGHTS AND
other information and materials provided by HARRIS
GOVERN to Licensee (the "Proprietary Information") are
confidential and that HARRIS GOVERN has and will
have exclusive Intellectual Property Rights in such
Proprietary Information. For purposes of this Agreement,
"Proprietary Information" shall include all third -party
information provided by HARRIS GOVERN to Licensee.
Licensee acknowledges and agrees that no title or
ownership of the Licensed Software or any of HARRIS
GOVERN' S Intellectual Property Rights is transferred to
Licensee by this Agreement and that the Licensed
Software and all Intellectual Property Rights are and will
remain the exclusive property of HARRIS GOVERN.
Except as otherwise expressly set forth in any Purchase
Order, HARRIS GOVERN shall own all right, title, and
interest in and to all Deliverables that are written or
created by HARRIS GOVERN personnel alone or jointly
with Licensee or third parties in connection with this
Agreement. "Deliverable" shall mean any work product,
software, co -development, analysis, or other deliverable(s)
produced for or delivered to Licensee under this
Agreement in connection with a Purchase Order.
6.2. Licensee agrees not to make any claim or
representation of ownership of any of the Licensed
Software and all related data, documentation and other
materials, including any Deliverables. Subject onlyto the
under this
rights expressly granted to Licensee and
Agreement
according to the non-exclusive License herein, all rights,
title and interest in and to the Licensed Software including
without limitation the Proprietary Rights will remain with
and belong exclusively to HARRIS GOVERN and/or the
applicable licensor. This is a software license agreement
and not an agreement for the sale of the Licensed
Software.
6.3. Licensee agrees to keep all Licensed Software
(including all related data, documentation and other
materials) and other confidential information of HARRIS
GOVERN confidential and agrees not to sell, assign,
distribute or disclose any Licensed Software or any portion
of the Licensed Software to any other person or entity.
Licensee agrees to advise its employees, agents and
consultants of the confidential and proprietary nature of
the Licensed Software (including all related data,
documentation and other materials) and of the restrictions
imposed by this Agreement, and agrees to confine access
to Licensee's employees, agents and consultants solely on
a need -to -know basis, subject to all restrictions imposed by
this Agreement. Demonstrating the capability of the
system to competing appraisal districts, competing
vendors, and/or competing agents shall be a disclosure of
the Licensed Software that constitutes a material breach of
this Agreement.
CONFIDENTIALITY.
6.4. HARRIS GOVERN _agrees to keep
6.1. Licensee understands and agrees that the
confidential all of Licensee's confidential information, and
Licensed Software, related data, documentation, and all
agrees not to sell, assign, distribute or disclose any such
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 2 of 18
confidential information to any other person or entity.
HARRIS GOVERN agrees to advise its employees,
agents, and consultants of the confidential and
proprietary nature of such confidential information and
of the restrictions imposed by this Agreement, and agrees
to confine access to HARRIS RIS GOVERN's employees,
agents and consultants solely on a need -to -know basis,
subject to all restrictions unposed by this Agreement.
6.5. The provisions of this Section 6 apply to the
Licensed Software as originally delivered by HARRIS
GOVERN and as modified or otherwise enhanced and to
any data, documentation, other materials and information
regarding the Licensed Software that has been given to
Licensee prior to the Effective Date, and apply to
Licensee and to all employees, agents, consultants and
affiliates of Licensee.
6.6. Licensee agrees to assist HARRIS
GOVERN in stopping and preventing any possession or
use of the Licensed Software (including all related data,
documentation and other materials) by any person or
entity not authorized by this Agreement to have such
possession or use, and will cooperate with HARRIS
GOVERN in any litigation that HARRIS GOVERN
determines is reasonably necessary to protect the
Proprietary Rights.
6.7. The parties agree that any breach of the
provisions of this Section 6 will cause substantial
damages, that the amount of such damages is difficult to
determine with precision, and that any remedies at law
for such a breach will entitle the owner of the
confidential information or Proprietary Information as
the case may be, in addition to any other remedies it may
have, to temporary and permanent injunctive and other
relief, without the necessity of posting bond or proving
actual damages.
7. INDEMNITY.
7.1. Notwithstanding any other limitation herein,
HARRIS GOVERN will indemnify and defend Licensee,
at HARRIS GOVERN' S expense, against any claim or
any action brought, and will pay any and all costs,
liabilities, expenses, settlements, or judgments finally
awarded in favor of a third party against Licensee, based
upon any claim that the Licensed Software infringes any
valid U.S. patent, copyright or trade secret, provided that
Licensee: (i) promptly notifies HARRIS GOVERN in
writing of any such claim; (ii) gives HARRIS GOVERN
full authority and control of the settlement and defense of
the claim; and (iii) fully cooperates with HARRIS
GOVERN in the defense of such claims, including
providing adequate assistance and information. The
indemnity provided hereunder shall not apply to amounts
paid in settlement of any claim if such settlement is made
without HARRIS GOVERN' S prior written consent.
7.2. This indemnity does not apply to, and
HARRIS GOVERN will have no obligation to Licensee
for, any infringement claim to the extent it arises from:i
any modification to the from:(
)
Licensed Software by anyone other
than HARRIS GOVERN unless approved in writing by
HARRIS GOVERN; (ii) modifications made by HARRIS
GOVERN at Licensee's request in compliance with
Licensee's design, specifications or instructions'(iii) use
of the Licensed Software other than as specified in this
Agreement or in the applicable documentation; (iv)
use of
the Licensed Software in conjunction with third -party
software, hardware or data other than that with which the
Licensed Software is specifically designed to be used,
solely as expressly specified in the documentation or this
Agreement, or (v) use of a prior version of the Licensed
Software, if the infringement claim could have been
avoided by the use of the current version of the Licensed
Software.
7.3. If an infringement claim arises, or in HARRIS
GOVERN' S reasonable opinion is likely to arise, HARRIS
GOVERN may promptly at its own expense obtain for
Licensee the right to continue using the Licensed Software,
modify the Licensed Software to make it non -infringing, or
substitute other Licensed Software of substantially similar
capability and functionality. THIS SECTION 7 STATES
THE ENTIRE OBLIGATION OF HARRIS GOVERN
AND THE EXCLUSIVE REMEDIES OF LICENSEE
WITH RESPECT TO ANY CLAIMS OF
INFRINGEMENT OR INTELECTUAL PROPERTY
RIGHTS VIOLATIONS.
8 • WARRANTY AND LIMITATION OF
LIABILITY. HARRIS GOVERN warrants that as of the
Effective Date of this Agreement, (i) it has the authority to
grant the License extended under this Agreement to
Licensee; (ii) any Services provided under this Agreement
and any Purchase Orders will be performed in a
professional and workmanlike manner; and (iii) the
Licensed Software will conform substantially to its
documentation for ninety (90) days from Go -Live.
Licensee's sole remedy for a breach of the express
warranties in this section shall be repair or replacement of
the Licensed Software or reperformance of any applicable
Services within a reasonable time. HARRIS GOVERN
MAKES NO OTHER WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO THE
LICENSED SOFTWARE OR ANY SERVICES TO
BE PROVIDED UNDER THIS AGREEMENT OR
ANY APPLICABLE PURCHASE ORDER,
WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, IN FACT OR IN LAW, INCLUDING
WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, NON -
INFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE. HARRIS GOVERN DOES
NOT WARRANT THAT THE PRODUCT WILL
OPERATE WITHOUT INTERRUPTION OR BE
ERROR FREE EXCEPT AS
• EXPRESSLY
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 3 of 1 g
PROVIDED IN THIS AGREEMENT OR ANY
APPLICABLE PURCHASE ORDER, HARRIS
GOVERN HAS NO DUTY TO UPDATE,
MAINTAIN OR PROVIDE ANY
ENHANCEMENTS FOR THE LICENSED
SOFTWARE.
TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, HARRIS GOVERN, ITS
AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES AND SHAREHOLDERS' AND
EXCEPT FOR DAMAGES ARISING OUT OF (A)
HARRIS GOVERN'S INTELLECTUAL
PROPERTY INDEMNIFICATION OBLIGATIONS
UNDER SECTION 7 HEREIN, (B) INJURY OR
DEATH TO PERSONS, OR (C) DAMAGE TO
TANGIBLE OR REAL PROPERTY, HARRIS
GOVERN'S ENTIRE LIABILITY AND
OBLIGATION TO PAY THE LICENSEE AND
LICENSEE'S EXCLUSIVE REMEDY WITH
RESPECT TO THE SERVICES AND ANY OTHER
PRODUCTS, MATERIALS OR SERVICES
SUPPLIED BY HARRIS GOVERN IN
CONNECTION WITH THIS AGREEMENT FOR
DAMAGES FOR ANY CAUSE AND REGARDLESS
OF THE CAUSE OF ACTION, WHETHER IN
CONTRACT OR IN TORT, INCLUDING
FUNDAMENTAL BREACH, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, (i) FOR
TIME PERIOD PRIOR TO ONE (1) YEAR AFTER
GO -LIVE, SHALL NOT EXCEED THE FEES PAID
TO HARRIS GOVERN BY LICENSEE IN
ACCORDANCE WITH THIS AGREEMENT, AND
(ii) THEREAFTER, SHALL NOT EXCEED ONE (1)
TIMES THE AMOUNT PAID UNDER THIS
AGREEMENT IN THE TWELVE MONTH
PERIOD PRECEDING THE CLAIM.
IN ADDITION TO THE FOREGOING, TO THE
GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL
HARRIS GOVERN, ITS AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES AND
SHAREHOLDERS, BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, PUNITIVE, OR SPECIAL
DAMAGES WHATSOEVER, INCLUDING BUT
NOT LIMITED TO FOR LOST REVENUE OR
LOSS OF PROFITS, LOSS OF BUSINESS, LOSS
OF DATA, FAILURE TO REALIZE EXPECTED
SAVINGS, OR COST OF SUBSTITUTE GOODS
OR SERVICES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, EVEN
IF IT HAS BEEN ADVISED OF THE
LIKELIHOOD OF THE OCCURRENCE OF SUCH
LOSS OR DAMAGE OR SUCH LOSS OR
DAMAGE IS FORSEEABLE AND
NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
9. TERM AND TERMINATION.
9.1. The term of this Agreement shall begin on the
Effective Date and continue in effect until terminated as
provided herein. In the event that either party fails at any
time to comply with any of its obligations under this
Agreement and fails to cure such breach within thirty (3 0)
calendar days after the giving of a written notice of breach
that describes in reasonable detail the alleged breach, the
other party may terminate this Agreement effective on the
31St day after the original written notice of breach unless
some interim arrangement has been reached between the
parties during the 30 -day, cure period. If Licensee
breaches any provision of Section 3 or Section 6, HARRIS
GOVERN may terminate this Agreement immediately
upon written notice to Licensee. Upon termination,
Licensee shall immediately destroy all copies of the
Licensed Software, and certify to HARRIS GOVERN that
it has retained no copies of the Licensed Software. Upon
termination, regardless of the reason for termination,
Licensee shall pay HARRIS GOVERN all undisputed Fees
or expenses then due or incurred up to the time of
termination. The rights and responsibilities of the parties
pursuant to paragraphs 3.2, 5, 6, the limitation of liability
provisions of paragraph 8, and paragraph 10 shall survive
the expiration or termination of this Agreement.
9.2 NON -APPROPRIATION. HARRIS GOVERN
acknowledges that Licensee is a governmental entity and
the contract validity is based upon the availability of public
funding under the authority of its statutory mandate. In the
event that public funds are not appropriated for the .
performance of Licensee's obligations under this
Agreement, then this Agreement shall automatically expire
without penalty to Licensee ninety (90) days after written
notice to HARRIS GOVERN of the non -appropriation of
public funds. It is expressly agreed that licensee shall not
activate this non -appropriation provision for its
convenience or to circumvent the requirements of this
Agreement, but only as an emergency fiscal measure
during a substantial fiscal crisis, which affects generally its
governmental operations.
10. MISCELLANEOUS.
10.1. Neither party will be liable for any failure to
comply with or delay in performance of this Agreement
where failure or delay is caused by or results from any
events beyond its control, including but not limited to, fire,
flood, earthquake, accident, civil disturbances, acts of any
governmental entity, war, shortages, embargoes, strikes
(other than those occurring in the workforce of the party
claiming relief, or the workforces of its subcontractors),
transportation delays, or acts of God.
10.2. This Agreement will inure to the benefit of
and be binding upon the parties and their respective
successors and permitted assigns; provided however that
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 4 of 18
(i) Licensee may not assign or otherwise transfer this
Agreement or any of its rights and/or obligations
hereunder without the prior written consent of HARRIS
GOVERN, and (ii) HARRIS GOVERN may only
transfer or assign its rights and obligations under this
Agreement to an affiliate, in connection with a merger or
acquisition or in connection with a corporate
reorganization.
10.3. This Agreement constitutes the full and
complete understanding and agreement of HARRIS
GOVERN and Licensee and supersedes all prior
negotiations, understandings and agreements pertaining
to the subject matter of this Agreement. This Agreement
will be supplemented by one or more Purchase Orders,
which will be deemed to be part of this Agreement when
signed by each party.
10.4. No delay, omission or failure to exercise any
right or remedy under this Agreement will be deemed to
be a waiver of such right or remedy or acquiescence to
the event giving rise to such right or remedy, but every
such right and remedy may be exercised from time to
time and so often as may be deemed expedient by the
party exercising such right or remedy.
10.5. HARRIS GOVERN and Licensee are
independent contractors with respect to one another
under this Agreement, and neither one is a partner, joint
venture, employee, agent or legal representative of the
other for any purpose.
10.6. This Agreement will be governed by and
construed in accordance with the laws of the United
States and the State of Washington, without respect to
conflict of laws principles. The parties hereby
irrevocably consent to the exclusive jurisdiction of the
State and Federal District Courts for Grant County in
Ephrata, Washington for the commencement or
maintenance of any action between the parties arising
hereunder. The parties agree that the United Nations
Convention on Contracts for the International Sale of
Goods (1980) is specifically excluded from application
to this Agreement.
10.7. If any provision of this Agreement or
compliance by any of the parties with any provision of
this Agreement constitutes a violation of any law, or is or
becomes unenforceable or void, then such provision, to
the extent only that it is in violation of law,
unenforceable or void, shall be deemed modified as
necessary so that it is no longer in violation of law,
unenforceable or void, and such provision will be
enforced to the fullest extent permitted by law. If such
modification is not possible, such provision, to the extent
that it is in violation of law, unenforceable or void, shall
be deemed severed from the remaining provisions of this
Agreement, which provisions will remain in full force and
effect.
10.8. In the event that any provision of this Agreement
is held to be illegal, invalid or unenforceable, under
present or future laws, then (i) such provision will be fully
severable and this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable
provision were not a part hereof, (ii) the remaining
provisions of this Agreement will remain in full force and
effect and will not be affected by such illegal, invalid or
unenforceable provision or by its severance from this
Agreement, and (iii) there will be added automatically as a
part of this Agreement a provision similar in terms to such
illegal, invalid or unenforceable provision as may be
possible and still be legal, valid and enforceable.
10.9. The parties may make disclosures regarding this
Agreement required by legal, accounting, or regulatory
agencies. Subject to the confidentiality restrictions set
forth in Section 6 above and applicable law, the parties
may create and distribute media releases, public
announcements, or make public disclosures regarding the
existence of the Agreement and such releases,
announcements and disclosures may include the name
trademark or logo of either of the parties, and be posted on
the parties respective web sites. Any media release or
public announcement by Licensee regarding this
Agreement shall be subject to prior approval by HARRIS
GOVERN. HARRIS GOVERN may disclose Licensee's
name on a list of customers.
10.10. This Agreement will become effective only upon
execution of this Agreement by an authorized officer of
HARRIS GOVERN and Licensee.
10.11. Any notice or communication required or
permitted to be given hereunder may be delivered by hand,
deposited with an overnight courier, sent by confirmed
facsimile, or mailed by registered or certified mail, return
receipt requested, postage prepaid, in each case to the
address of the receiving party indicated below, or at such
other address as may hereafter by furnished in writing by
either party hereto to the other. Such notice will be
deemed to have been given as of (i) the date it is delivered
in the case of delivery by hand or overnight delivery, (ii)
on the date of facsimile if sent by confirmed facsimile, and
(iii) three (3) days after deposit in the mail in the case of
certified mail delivery. Copies of all notices to HARRIS
GOVERN shall be sent to: HARRIS GOVERN, 760 N
Watters Road, Suite 100, Allen, TX 75013.
10.12. The Uniform Computer Information Transactions
Act does not apply to this Agreement.
10.13. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same
instrument.
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 5 of I8►
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
HARRIS GOVERN
Address:
760 N Watters Road
Suite 100
Allen., TX 75013
By:
Name:
Todd Richardson
Title:
Chief Financial Officer
GRANT COUNTY, WASHINGTON
Address: 35 C St NW
Ephrata, WA 98823
By:
Name: Cindy Carter, BOCC Chair
Title:
By:
Name: Danny E Stone; Vice Chair
Title:
By:
Name:
Title: Rob Jones, Member 2_���-�. i�
-
ATTEST:
By:
Name:
Title:
Approved as to form:
By:
Name: 4? vi'q Mr- (0 -o
-
Title: c V) �t �a�, �j U � � �} tl of h ��
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 6of18
Purchase Order 1
Licensed Software, Implementation and Training
This Purchase Order 1 ("Purchase Order") to the HARRIS
GOVERN Master License and
Services Agreement ("Agreement") is unit of Harris Local
Government Solutions Inc.
("HARRIS GOVERN") and GRANT COUNTY"Licensee"
( )pursuant to the terms of the
Agreement. Capitalized terms used but undefined in this Purchase Order shall have the
meanings assigned to them in the Agreement.
1.
Licensed Software. HARRIS GOVERN shall deliver the following Licensed Software to
Licensee. Licensee shall pay License fees in accordance with the
payment schedule set
forth in Section 7 of this Purchase Order.
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 7 of 18
2. License Period. The term of this Purchase Order shall begin on the Effective Date and
continue in effect for a period of two (2) years from the beginning of the maintenance
term unless terminated as provided in the Agreement. Thereafter, this Purchase Order
shall run concurrently with the Maintenance Agreement.
3. Business Unit ff-ap-plicable): Not Applicable
4. Hardware Fees
HARRIS GOVERN shall provide hardware as set forth below and Licensee shall pay the
hardware fees as specified in the payment schedule in Section 7 of
this Purchase Order.
Item
Qty
Unit
Extended
N/AN/A
N/A
N/A
N/A
N/A
N/A
N/A
Total Estimated Costs
N/A
N/A
N/A
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 8 of 18
Purchase Order 1
Licensed Software, Implementation and Training
5. Professional Services.
A. Professional Services Fees:
HARRIS GOVERN will provide the followingprofessional services
p for data
conversion, implementation, and training. Licensee will pa theprofessional services
y p
fees as specified in the payment schedule in Section 7 of this Purchase Order.
Additional hours may be purchased at the then current rate ofour er hplus p _ p s cxpcnscs.
Services Total
Conversion
Standard conversion for PACS Appraisal &Collections
Roll history conversion for 2010 and upwards —Balance Current
Year
Historical data in a SQL database
Sketches conversion
Document Imaging conversion
Pre -install visits/ project management
Software Configuration and installation $646,494
PACS Appraisal configuration
PropertyAccess configuration
Training
PACS Appraisal training, Including Administration — 2 weeks
PACS Collections training, Including Administration — 2 weeks
Interfaces
Standard Interface — SmatGov Permit Import
Standard Interface —Master's Touch Print Vendor Export
Total
$646,494
Optional Mobile Services Total
Mobile
Mobile Setu-p &Training $11,950
Assumptions
■ There will be no modifications to the above listed standard interfaces.
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 9 of 18
The SmartGov permit import interface will require some efforts b
q y SmartGov
which would need to be contracted by the building department.
artment.
Marshall & Swift costs have not been included since Licensee deals
directly
with vendor.
An interface with the Auditor has not been included.
B. Professional Services Activities:
i. Proiect ScThis consists of performing the following services: (a) develop a
project scope document (b) develop a project implementation document that
details the configuration of the Licensed Software.
ii. Data Conversion: This consists of performing the following services: (a) pre -
conversion meeting between HARRIS GOVERN analyst performing the
conversion and Licensee's technical staff to discuss file layouts and other data
related issues that may be of importance. (b) Data conversion will be performed
prior to the scheduled installation date. Data entry on previous vendor's system
must stop during the final data conversion phase. (c) Data validation by Licensee
staff to allow Licensee personnel to evaluate the converted data. Data placed in
incorrect locations will be adjusted and re -converted. (d) If necessary, a final
conversion will be performed a few days prior to installation date and data will be
re -validated. Licensee is responsible for generating reports to specified format
from the legacy system of record to include market and taxable value for all
properties/accounts with detailed breakdown of value segments to facilitate the
conversion validation process.
111. Data Conversion Dependencies: The conversion will include the current year's
data and starting with data from 2010 for historical data with
balancing current
year only. The historical data conversion is only possible if prior year's recordlayouts or table schemas are sufficiently the
same format as the current
year and
follows the same business rules. If the historical data format i '
snot sufficiently
ently
similar to the current year's format, HARRIS GOVERN may propose y p pose a separate
Purchase Order for this historical data conversion.
Furthermore, a historical SQL database of data, that was not converted to current
vendor's system, will be converted into Software database with no balancing at
all.
iv. Project Management: This consists of HARRIS GOVER '
N s management staff
coordinating and organizing the implementation and conversion efforts to ensure
transition is a success.
v. Product Configuration & Data Validation: This consists ofroduc
p t configuration
management, data validation, and PACS product configuration.
g
a. PACS Client Confliz ration: This consists of HARRIS GO '
VERN s
technical personnel visiting Licensee's offices and configuring '
gu g and testing
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 10 of 18
the software application on Licensee machines. Technical staffwe'
ll at this
time also install the PACS database, PACS middle -tier and Licensee's
censee s
data on the server including PC configuration as necessary.
b. PC Software Dependencies: The initial installation of PACS
software on
Licensee's PCs will require the use of ITersonnel. The client Hent or
desktop and server hardware must meet minimum specifications p atlons as
outlined in the "Hardware and LAN Requirements " attached hereto.
vi. Server Configuration: N/A.
vii. Product Training: This consists of H '
� HARRIS C OVERN s product specialists to
conduct onsite training in several areas including (a) appraisal product training,
(b) collections product training, if applicable and(c)S stem '. � y Administration
training.
C. Acceptance of Conversion: The conversion shall be deemed accepted after HARRIS
GOVERN presents Licensee with summary totals and reports that validate Licensee
data has been substantially converted to allow Licensee to conduct business with the
software as the system of record; Licensee shall accept the same in writing within five
(5) business days of receiving such summaries and reports.
6. Hardware and LAN Requirements —The PACS product is a 32-bit N -Tier application and
as such has some minimal hardware requirements. These requirements will be reviewed
ninety (90) days prior to implementation to ensure they reflect the most current hardware
and LAN requirements.
LAN Requirements -The PACS product also requires a Local Area Network (LAN)
infrastructure to be in place for proper operation. All cable -drops must be Category 5 or
better certified throughout the building.
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 11 of 18
7.
Purchase Order I
Licensed Software, Implementation and Training
Hardware Recommendations
Payment Schedule — HARRIS GOVERN will invoice Licensee in accordance with the
following schedule based upon the occurrence of the events as specified below.
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 12of18
Workstation
PACS DB Server
Job/Web -'
ver
Like solutions
ovadablefrom Dell
Dell PowerEdge T640
=Ser-----
eIlpow
pDelf PowerEdge TIR640
e
CPU
Intel 15 Processor
2 x 10 Core 2.2 GHz �Processor
1 X 10 core
1 x 10 core 2.2 GHz =Processor
RAM
SGB
64 GB
32 GB
2x 480 G13 (RAID 1- OS) SATA Mixed
IMixed
Hard Drive
256 GB SSD
Use SSD
2x 480 GB (RAID 1- OS) SATA
3x 960 GB (RAID 5 Data:) SATA
Use SSD
Mixed Use SSD
Disc Drive
DVD -ROM
DVD -ROM
DVD -ROM
Network Card
1 G
I Gb
1 G
Operating System
Windows 10 Pro
Windows 2019
Windows 2019
Miscellaneous Software
Microsoft Office Home and Business 32 bit
Microsoft SQL 2017 or 2019
N/A
N/A
N/A
CPU
Intel 15 Processor
1256
RAM
8 GB
I
b-
Hard Drive
GB SSD
Disc Drive
DVD -ROM
Network Card
1GbBased
on County size
Based on County size
Operating System
Windows 10 Pro
Miscellaneous Software
Microsoft Office Home and Business 32 bit
CPU
Intel i7 Processor
RAM
16 GB
Hard Drive
1 TB SSD
Disc Drive
DVD -RW
Network Card
1 G
Based on County size
Based on County size
Operating System
Windows 10
Miscellaneous Software
Microsoft Office Professional 32 bit
Microsoft Word
needed for Letter Processing
and some reports_
Payment Schedule — HARRIS GOVERN will invoice Licensee in accordance with the
following schedule based upon the occurrence of the events as specified below.
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 12of18
P S 9 Completion of User Acceptance Testing
PS 10 Go -Live
SL3 Mobile Software — Upon Mobile Project Start
Psi I Mobile Services — Upon Start of Training
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 13 of 18
10%
10%
100%
100%
$64,649
$64,649
$41,700
$11,950
Purchase Order 1
Licensed Software, Implementation and Training
8. Other Requirements.
A. In order that Licensee is assured proper access to the Licensed Software, HARRIS
GOVERN requires that Licensee maintain a certain computing and networking
environment as set forth in Section 6 (Hardware and LAN Requirements). HARRIS
GOVERN will determine and verify such hardware (whether currently owned or later
purchased) is compatible with the Licensed Software.
B. Licensee will implement procedures sufficient to satisfy its obligations for
security
under the Agreement, including appropriate control of its employees to r
prevent
misuse, unauthorized copying, modification, or disclosure of the Licensed Software.
C. Acquisition of Data for Conversion: At the initiation of the conversionroc
p ess and
installation of the Licensed Software, it may be necessary for HARRIS G
. i'Y GOVERN to
review, inspect or request data in a software system managed or owned by a third
party vendor. Licensee agrees to provide HARRIS GOVERN access and if necessary
obtain all necessary third party rights and permissions to access such systems or
obtain such data as requested by HARRIS GOVERN. Licensee agrees gr to indemnify
HARRIS GOVERN for any liability for damages to a third party vendor involving
claims of use or misuse or access to confidential and/orrivile ed
p g information by
HARRIS GOVERN but only to the extent that such damages resulted from
g the
actions of Licensee. HARRIS GOVERN will not be held responsible for any y delays
in Licensees failure to procure the requested data or receive thirdart vend
p y or
authority for access by HARRIS GOVERN.
D. Budgeted Implementation Days: HARRIS GOVERN will conduct implementation
p mentation
services as indicated above up to the total number ofrofessional service days
ays
outlined above. Implementation services may include conversion software and
hardware configuration, and training. If for an reason one service takes s less time
than anticipated, the unused hours will not roll over to the next service.
If it is
anticipated that implementation or conversion will take longer than expected,
. g p ed, then
HARRIS GOVERN will notify Licensee and the parties agree to work cooperatively
.. p � p eratively
With each to adjust the project scope in order to bringthe within
e project budget, or,
seek approval of an at cost change order that would cover additionalrof
p essional
services cost. Change orders with cost would be subject to Licensee approval.
J pp val.
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 14 of 18
IN WITNESS WHEREOF, the parties have executed this Purchase Order as of the Effective Date.
HARMS GOVERN GRANT COUNTY, WASHINGTON
Address:
760 N Watters Road
Suite 100
Allen, TX 75013
By:
Name:
Todd Richardson
Title:
Chief Financial Officer
Address: 35 C St NW
Ephrata, WA 98823
By:
Name:
- C, indy Carter, BOCC Chair
Title:
By:
Name: Danny E Stone, Vice -Chair
Title:
By:
Name:
Rob Jones, Member
Title:
ATTEST:
By:
Name: r L Z*()'
Title: /4')) acol-
Approved as to form:
By:
Name:
Title: 4
Af tu
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 15of18
Purchase Order 2
Maintenance
This Purchase Order 2 ("Purchase Order") to the HARRIS GOVERN
Master License and
Services Agreement ("Agreement") is made and entered'
Into on
("Effective Date") by HARRIS GOVERN, an unincorporated
business unit of Harris Local Government Solutions Inc.("HARRIS G " GOVERN") and GRANT
COUNTY, WA ("Licensee") pursuant to the terms of the A reement. Ca ital'.g Capitalized terms used but
undefined in this Purchase Order shall have the meanings assigned to them i
g g n the Agreement.
1. HARRIS GOVERN will provide the following Maintenance services:
A. Unlimited phone, Internet, and email support during normal business hours for two
(2) contacts.
B. Licensed Software updates as needed to stay in compliance with relevant legislation.
C. General product enhancements provided to all Maintenance customers.
D. The Harris Govern maintenance support policy DOES NOT include:
On-site support
Troubleshooting third party applications or other software applications not
developed or integrated with PACS
Assistance with personal computer problems.
Legal Advice
Any services beyond standard troubleshooting. Support requests that expand over
2 hours (i.e. custom queries, etc.) may be converted to professional services with
additional costs involved
2. Licensee shall be invoiced in four (4) equal installments at the beginning of each quarter as
follows: January 1, April 1, July 1, and October 1.
3. Payment for Maintenance and Support -Annual Maintenance and Support pp rt Services fees are
required to be paid by Licensee as specified in the Agreement. Payments '
�' y s for Maintenance
and Support Services shall be due within thirtyafter the days y receipt of HARRIS
GOVERN's invoice. Thereafter, all past due balances shall accrue interesto
at the rate of /o 1
per month.
4. Annual Maintenance fees are set forth below:
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 16 of 18
Harris Govern Mobile $10,425.00
Mobile Cloud Data Fees $6,303.00
Total Maintenance $107,806.35
5. Standard Maintenance fees will be adjusted by HARRIS GOVERN based on calendar year
with an increase of three and a half percent (3.5%) annually for the first five (5) calendar
years from the start of the Initial Term ("5 -Year Term"). After the 5 -Year
" ) Term, changes to
the annual increase may apply at HARRIS GOVERN' S discretion.
6. The Maintenance term shall begin when end user trainin for g starts t he Licensed Software
and continue for a period of one (1) year"Initial Term" . Upon ex Initial
( ) p expiration of the Initial
Term, this Purchase Order shall automatically renew annually following the "Initial Term .
7. After the Initial Term, either party may terminate Maintenance for
any reason upon one
hundred and eighty (180) days prior written notice to the otherart .
p Y
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 17 of 18
IN WITNESS WHEREOF, the parties have executed this Purchase Order as of the Effective Date.
HARRIS GOVERN GRANT COUNTY WASHINGTON
Address:
760 N Watters Road
Suite 100
Allen, TX 75013
By:
Name:
Todd Richardson
Title:
Chief Financial Officer
Address: 35 C St NW
Ephrata, WA 98823
By:
Name:
Cindy Carter BOCC Chair
Title:
BY:LX1
2-Z-Z f
Name: Danny E Stone, Vice -Chair
Title:
By:
Name: -
Rob Jones, Member
Title:
ATTEST:
Approved as to form:
By:
Name: 4 �(/M tc C�
Title: "('e-4 4e0 k
HARRIS GOVERN
COMPANY CONFIDENTIAL
Page 18 of 18
Barbara Vasquez
From: Danny E. Stone
Sent: Tuesday, December 28, 2021 2:40 PM
To: Barbara Vasquez
Subject: FW: Requested PACS Details
Z)"" 060 4W
Commissioner, District 1
Grant County Courthouse
P.O. Box 37
Ephrata, WA 98823
Email: destone a grantcountvwa.aow
Web: www.9rantcountVwa.gy
Phone: 509-754-2011 ext. 2901
From: Richard Beaini <rbeaini@harriscomputer.com>
Sent: Wednesday, December 22,,20218:32 AM
To: Barbara Vasquez <bvasquez@grantcountywa.gov>; Darryl Pheasant <dpheasant@grantcountywa.gov>; Melissa R.
McKnight <mrm@grantcountywa.gov>
Cc: Cindy Carter <ccarter@grantcountywa.gov>; Danny E. Stone <destone@grantcountywa.gov>; Robert Jones
<rjones@grantcountywa.gov>
Subject: RE: Requested PACS Details
Good morning Barbara,
I believe the version you have is the latest that incorporates Darryl's numbers and details. But as I am
reviewing it, I might have an issue with the payment milestones so kindly let me review again and I will either
send a revised version or confirm the current version is accurate.
I just want to ensure we are both working off the same numbers so in reviewing the maintenance
details, I have used pre-tax numbers and therefore the $32K in saving, for year 1 , is a' true
representation of savings between PACS and TerraScan. Here's how I came up •with those numbers:
1. The County's 2021 June maintenance invoice for the 2nd half of 2021, pre-tax, is $57,531 so
the County's total 2021 maintenance fees is $115, 062, again pre-tax, with a total of $124,727
-post-tax.
2. To project future years, I have used TerraScan's historical data and therefore the annual
increase is around 3.5%. If I use such ratio, we will be projecting the following maintenance
fees:
a. 2022 - $119,089.17
b. 2023 — $123,257.23
So with the assumption that you would go live with PACS in 2023 at a PACS Maintenance Fee
Of $91,078.35 and with the above TerraScan cost of $123,257.23, ALL pre Tax amount, then
the County will realize a tangible cost saving of roughly $32, 178.94.
Please let me know if you have any other questions Darryl as we would •love to have both Offices as
PACS users and join the most engaged Washington PACS User Community. •We are committed to
PACS, to our Clients, and to the Washington Assessors & Treasurers community.
Kindly let me know which version of the MLSA, the Commissioners' decided to adopt.
Respectfully,
Richard
From: Darryl Pheasant <d heasant rantcountvwa.gov>
Sent: Monday, December 20,.202112:59 PM
To: Richard Beaini < ' rbeaini@-.harriscomputer-com>; Barbara Vasquez <bvasquez@grantcountvwa-.gov>
Cc: Melissa R. McKnight <mrm@grantcountywa.gov>
Subject: [EXTERNAL] RE: Requested PACS Details
,CAUTION: This email originated from outside of the organization. Do not click links or open attachments unlessyou recognize the
..,sender and know the content is safe.
.... . ........ .
Which categories includes the cost of the website and the maps that is made available to the public on Page 17 and 18.
Darryl Pheasant
Grant County Treasurer
509-754-2011 x4253
From: Richard Beaini <rbeaini@harriscomputer.com>
Sent: Monday,, December 20, 20219:45 AM
To: Darryl Pheasant <jRheas.a.,.nt@Lrantcountywa.,,gov>; Barbara Vasquez <bvasquez@grantcountywa.g V>
Cc: Melissa R. McKnight <mrm@-Lrantcountvwa.gov>
Subject: RE: Requested PACS Details
3
As outlined above, the PACS Year 1 Support & Maintenance Fees,j roected to start i
p n 2023, is $91,078.35,
excluding any third party support & maintenance fees. Based on the numbers I hreceived,
ave thanks so much
Melissa, I project your 2023 TerraScan support and maintenance fees to be before Tax,, around $123,051 so
i
there s a direct cost savings, for Year 1 of using PACS, of roughly
g Y
Is this saying that we pay 91,078.35 for 2023 no maintenance fees for 2022 and ifour current
y users have
enhancements done in 2022 where the cost is spread in 2023 that we get those enhancements
as a freebee and not
have to pay extra for them? This is assuming the survey I sent still equates to the exact maintenance fees
Darryl Pheasant
Grant County Treasurer
509-754-2011 x4253
From: Richard Beaini <rbeaini harriscomputer.com>
Sent: Friday, December 17, 202111:39 AM
To: Darryl Pheasant <dpheasant@grantcountywa.gov>
Subject: FW: Requested PACS Details
From: Richard Beaini
Sent: Monday, November 15.,20214:21 PM
To: Darryl Pheasant <d heasant rantcount wa. ov>; Melissa R. McKnight <mrm a) rantcount w >
Subject: Requested PACS Details
�.y a Dov
Good day Darryl,
Hope you had a great weekend.
Thank you for your patience and understanding that the below details took longer than expected to put
together. Here s where we stand on pricing:
Cost Area
SOFTWARE & LICENSE AMOUNT
PROFESSIONAL SERVICES AMOUNT
PACS SUB -TOTAL
Washington
760 N. Watters Road, Suite 100
Allen, TX 75013
Office: (469) 663-2924
Mobile: (514) 475-6035