Loading...
HomeMy WebLinkAboutAgreements/Contracts - AssessorK21-19 7 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