HomeMy WebLinkAbout07-02 RESOLUTIONRESOLUTION NO. 7-02
A RESOLUTION APPROVING A CONTRACT BETWEEN THE
CITY OF FAYETTEVILLE AND HANSEN TECHNOLOGY, INC.
IN THE AMOUNT OF FOUR HUNDRED EIGHTY-SEVEN
THOUSAND SIX HUNDRED DOLLARS ($487,600.00) FOR
SOFTWARE AND IMPLEMENTATION SERVICES FOR A CITY
WORKORDER SYSTEM; AND A BUDGET ADJUSTMENT IN THE
AMOUNT OF TWO HUNDRED NINETY-THREE THOUSAND
EIGHT HUNDRED DOLLARS ($293,800.00) FOR SAME.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council hereby approves a contract between the
City of Fayetteville and Hansen Technology, Inc. in the amount of Four Hundred
Eighty -Seven Thousand Six Hundred Dollars ($487,600.00) for software and
implementation services for a City Workorder System.
Section 2. That the City Council hereby authorizes the Mayor or his duly
authorized representative to sign such a contract with Hansen Technology, Inc.
Section 3. That the City Council hereby approves a Budget Adjustment in
the amount of Two Hundred Ninety -Three Thousand Eight Hundred Dollars
($293,800.00) for same.
PASSED and APPROVED this 15th day of January, 2002.
APPROVED:
By:
ATTEST.
By: �e ,teeGeU�
EATHER WOODRUFF, Ci lerk
NAME OF FILE:
CROSS REFERENCE:
Resolution No. 7-02
01/15/02
Resolution No. 7-02
Limited Software License Agreement
Professional Services Agreement
Service and Maintenance Agreement
01/02/02
Copy of the Budget Adjustment Form
12/17/01
Memo to City Council from Tcd H. Webber, Director of Administrative
Services regarding contract approval -Hansen Technology, Inc. (work
order system)(background information)
01/15/02
Staff Review Form
01/17/02
Copy of FedEx USA Airbill to Perry Ginsberg, Hansen Information
Technology, Inc.
01/31/02
Copy of FedEx USA Airbill to Perry Ginsberg, Hansen Information
Technology, Inc.
01/18/02
Memo to Tcd H. Webber, Administrative Services Director, from
Heather Woodruff, City Clerk
NOTES:
• Res. 7-02
Limited Software License Agreement
Between
City of Fayetteville, AR
and
Hansen Information Technologies Inc.
This Limited Software License Agreement ("Agreement") is made and entered into on January 15, 2002 by
the City of FAYETTEVILLE, ARKANSAS ("Fayetteville") located at, 113 West Mountain Street, Fayetteville,
AR 72701, and IIANSEN INFORMATION TECIINOLOGIES INC. ("Hansen") located at 2330 Glendale Lane,
Sacramento, California 95825, on the following terms and conditions:
Hansen owns the rights and possesses the intellectual property to certain computer Software products and related
services from which Hansen derives substantial independent economic value; and Hansen desires to supply
Fayetteville with Software licensing and related services under the terms and conditions set forth, and;
Fayetteville desires to obtain licensing for the use of the defined computer Software products and access to
related services covered under the Ilansen-owned copyrights, trademarks, trade names, patents and intellectual
property rights;
Therefore, in consideration of mutual promises set forth, the parties agree as follows:
L License Granted. Hansen grants to Fayetteville and Fayetteville agrees to accept on the following terms and
conditions a non-exclusive and non -transferable license to use the Software and other associated written
materials and documentation (referred to separately and collectively as "the Software"). Said Software, and
the costs therefore, is described on the attached Exhibit A incorporated in and made a part of this Agreement
and such other Software, documentation or materials as Hansen provides to Fayetteville. A separate
DynamicPORTAL License/Service Level Agreement must be executed prior to the implementation of the
DynamicPORTAI, modules.
2. Fayetteville recognizes that Hansen is and shall continue to be the owner of the Software and that the
Software is not rented, loaned, or sold to Fayetteville. All rights not specifically granted in this Agreement
are reserved to Hansen.
3. The license granted under this Agreement authorizes Fayetteville to use the Software subject to the terms and
restrictions set forth in this Agreement. Neither this license Agreement, the license provided for herein, nor
the Software may be assigned, sublicensed, or otherwise transferred to any person or entity by Fayetteville.
4. Definitions.
a) Agreement means this Agreement, together with all appendices, exhibits, schedules, attachments. and
addenda as the same may be amended, modified or supplemented.
b) Software means the computer programs, in object or executable form, which Hansen offers for license to
its customers, and related user documentation and source materials. Products covered by this Agreement
include Ilansen's product library of Microsoft Windows-based client/server asset management, billing,
tax and permit systems including; but not limited to, the software described in Exhibits A, attached
hereto and made a part hereof, and other associated products and related services as may be included in
this Agreement or as part of any future addenda. For the purposes of this Agreement, the term "products"
•
Limited Software License Agreement Hansen Information Technologies
Res. 7-02
includes any improvements, enhancements, changes, alterations, modifications, or amendments to the
products provided by Hansen.
c) Object Code means a collection of statements making up a Software program, whether in written form or
in magnetic or other machine-readable form, and characterized by the fact that, in written form, it consists
solely of numbers or other symbols and is not intelligible without deciphering or translation.
d) Source Code means a collection of statements making up a Software program, whether in written form or
in magnetic or other machine-readable form, and characterized by the fact that it is intelligible in written
form.
e) Source Materials means a computer program's source code; printed copies (listings) of the source code;
all related written materials, comments, and documentation; database schemas, and any and all other
materials used by Ilansen in the development, maintenance, and support of the products.
0
g)
Price Quote means the listing of !Jansen products, services and associated prices to be provided under this
Agreement, attached to this Agreement as Exhibit A.
Software Tools means a set of auxiliary programs supplied by Ilansen to service, maintain or otherwise
modify the Software.
5. 'Perm. The license granted by this Agreement is for perpetuity, unless violated by the licensee or otherwise
canceled by Fayetteville. This Agreement shall automatically terminate without notice if Fayetteville fails to
comply with any material provision of this Agreement. Fayetteville shall return to Hansen all of the
Software, updates, and any whole or partial copies, codes, modifications, and merged portions in any form
excepting data upon termination or cancellation of this Agreement. The parties hereby agree that all
provisions which operate to protect the rights of Ilansen shall remain in force should breach occur, and shall
survive the expiration or termination of this Agreement.
6. Payment. Payment shall be made by Fayetteville to Hansen in the amount and for the Software and Services
stated on Exhibit A. Software prices stated on Exhibit A shall be valid for additional Software purchases
through 2003. Payments shall be made as follows:
Software
25 percent of software costs upon contract signing.
50 percent of software costs upon delivery of software at Fayetteville.
25 percent of software costs upon it being placed into production or upon satisfactory completion of all
testing, whichever occurs first. The satisfactory completion of all testing will be deemed to have occurred
sixty days following delivery and installation of the software.
Hardware (If any)
Upon contract signing.
Professional Services and other items excluding Service and Maintenance
Billed monthly as accrued
Service and Maintenance
Upon satisfactory completion of all testing of the module(s) or upon the module(s) being placed in
production, whichever occurs first.
Hansen will separately invoice ter Software, Professional Services, Service and Maintenance, and
2
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Res. 7-02
Limited Software License Agreement Hansen Information Technologies
I lardware. A finance charge of one and one-half percent (1.5%) per month or the highest amount allowed
by law, whichever is less, will be assessed on all payments that are past due. Any amount outstanding for
more than sixty (60) days after the date of invoice shall constitute a material breach on the part of
Fayetteville.
7. Rights Upon Termination. Upon termination of this Agreement, for any reason, Fayetteville shall return to
Hansen the original of the Software, related user documentation, Source Materials and Software Tools, and
destroy all copies, except those provided for below, in any form made therefrom whether in whole or in part,
including partial copies or modifications. Within thirty (30) days after termination, Fayetteville shall certify
to Hansen that, through its best efforts and to the best of its knowledge, it has complied with the requirements
of this paragraph.
8. Copies. Fayetteville shall not copy the Software except as expressly authorized herein; provided that
Fayetteville may make no more than two (2) copies as reasonably necessary for archival and back-up
purposes. All trademark, copyright and proprietary rights notices must be faithfully reproduced by
Fayetteville and included on such authorized copies. Fayetteville, with Hansen's permission, may copy
limited documentation for its internal training, management, and process control purposes. Hansen shall not
unreasonably deny permission for limited copying.
9. Derivative Works and Trade Secrets. Fayetteville shall not create or allow any other person or entity to
create any derivative work or product based on or derived from the Software, data model or documentation or
modify any Software, data model, or documentation without the prior written consent of Hansen. In the event
of a breach of this provision (and without limiting Hansen's remedies) said modification, derivative work or
product based on the Software or documentation is hereby deemed assigned to Hansen. Fayetteville
acknowledges that the Software and related output (including procedures, printed output, screen displays,
formats, menus, graphics, audio output, etc.) are trade secrets of, and proprietary to, Hansen. Fayetteville
agrees not to: (i) use any of the Software and related output except in accordance with the terms of this
Agreement, (ii) disclose any of the Software and related output to any other person, or (iii) allow any other
person to inspect, use or copy any of the Software and related output. This section shall also protect and be
applicable to these trade secrets even if they are modified or changed by Fayetteville.
10. Source Code and Reverse Engineering. This Agreement does not entitle Fayetteville to any source code,
source materials or other confidential information that Hansen elects to withhold. A standard Source Code
Escrow Agreement is available through DSI if Fayetteville so desires. The cost of the Source Code Escrow
will be paid by Fayetteville. Fayetteville will not decompile, disassemble or reverse engineer the Software or
create any derivative work based on or derived from the Software, data model, or documentation.
11 Injunctive Relief. Fayetteville acknowledges that any breach by Fayetteville of any of the covenants or
provisions contained in this Agreement will give rise to irreparable injury to Hansen, inadequately
compensable in damages alone. Accordingly, Hansen may seek and obtain preliminary and permanent
injunctive relief against the breach or threatened breach of said covenants or provisions. Such relief shall be
in addition to any other legal or equitable remedies that may be available to Hansen.
12. Trademarks, Trade Secrets and Intellectual Propertv.
a) Fayetteville acknowledges and recognizes that the Software; including, but not limited to Object and
Source Codes, and Source Materials, and all associated intellectual property rights arc the property of
Hansen and that I lansen holds the copyright interests therein, the Programs and Documentation being
treated as unpublished works. Fayetteville also recognizes and acknowledges the trademarks, trade
names, copyrights, patents, intellectual property and trade secrets of any proprietary software utilized
within or in connection with the Software (e.g. Oracle). Fayetteville and its employees agree to cooperate
in good faith to secure and preserve Ilansen's right and title to the trademarks, trade names, copyrights,
3
Res. 7-02
Limited Software License Agreement Hansen Information Technologies
patents, intellectual property and trade secrets. Fayetteville and its employees understand: (1) that
Hansen's trademarks, trade names, copyrights, patents, trade secrets and intellectual property have
independent economic value, (2) that the independent economic value derives from the fact that Hansen's
information is not generally known to the public nor known to Hansen's competitors or others in the
public works Software field, (3) that this Agreement to maintain Hansen information secrecy is
reasonable, and (4) that they owe a duty to Hansen to maintain and protect secrecy.
b) Fayetteville and its employees expressly agree to retain in confidence all information, formula,
compilations, programs, methods, techniques, processes, ideas and concepts imparted by Hansen
regarding the trade secrets of Hansen, including but not limited to, Hansen's data element dictionary, data
definition language, data model, technical and instructional manuals, documentation, descriptions,
computer screens, reports, table codes, forms, schema, flow diagrams, instructions and any other
information provided by Hansen to Fayetteville.
c) Fayetteville agrees to limit its use of any knowledge obtained from Hansen to those activities covered
under the terms of this Agreement. Specifically, Fayetteville and its employees are explicitly prohibited
from the design, development, or reverse engineering of any product. Fayetteville also is explicitly
prohibited from modifying, changing, customizing, improving, or enhancing Hansen's products.
Furthermore, Fayetteville understands that any individual characteristic or component supplied by
Hansen, each of which, by itself, may be in the public domain, but is contained in the unified Ilansen
process, design and operation of its products, represents a unique combination and affords a competitive
advantage and is a protectable secret.
d) Hansen's products are copyrighted by Hansen. Except as provided for herein, Fayetteville agrees not to
remove any copyright notices or confidential or proprietary legends from the Software, incorporated
products or Software tools without IIanscn's prior written consent. Except as provided for herein, neither
Hansen nor Fayetteville shall use the other's trademarks or trade names on products or other materials
without the prior written consent of the other.
e) Fayetteville shall require that the Hansen Software and associated materials be. maintained in a manner so
as to reasonably preclude unauthorized persons from having access thereto. Fayetteville shall use
reasonable efforts to assist Hansen in identifying any unauthorized use, copying, or disclosure of any
portion of the Hansen Software by any present or former staff member, upon being provided reasonable
evidence that such unauthorized disclosure, use, or copying may have occurred.
13. Confidentiality. Hansen and Fayetteville will regard and preserve as confidential all information related to
each other's business and their clients that is obtained from any source as a result of this Agreement. Neither
Hansen nor Fayetteville will, without first obtaining the other's written consent, disclose to any person, firm
or enterprise any such information, that is not related to the normal business activities involved herein.
14. Support Services. Fayetteville agrees to pay Hansen for annual service and maintenance, if so contracted, in
the amount and in the manner stated in the separate Service and Maintenance Agreement. Service and
Maintenance is required for the first year of licensed use.
15. Other Professional Services and Fees. Hansen maintains a list of standard professional services and fees to
facilitate the support and administration of Fayetteville's work. Prices quoted will be subject to change, with
no more than one price change per year. Any cancellation of professional services by Fayetteville with two
weeks notice or less prior to the date scheduled for the services will be subject to a $250 fee plus any non-
refundable travel expense.
16. Indemnification. Hansen agrees to and does hereby indemnify, defend and hold harmless from liability
4
Limited Software License Agr• ent Alen Information Technologies
Res. 7-02
Fayetteville against any and all claims that the Software infringes any rights of third parties in patent,
copyright or trade secrets in the United States and any and all actions arising out of such claims. In the event
of any such claim or action, Hansen shall have the option to either; 1) modify the Software so as to render it
non -infringing so long as it continues to conform to the specifications and warranties herein; or 2) procure for
Fayetteville the right to continue using the Software. Any such indemnification under this Section shall be
contingent upon Fayetteville's 1) promptly notifying Hansen in writing of any claim or action of which
indemnification is sought; 2) immediately ceasing use of the Software upon notice of any such claim or
action; and 3) affording to Hansen sole control of the defense or settlement of any such claim or action.
17. Limited Warranty - Software. !Jansen warrants that if Software fails to substantially conform to the
specifications in the Software documentation or to any other Software specifications in the documentation and
the nonconformity is reported in writing by Fayetteville to Hansen within 90 days from "live" date of the
Software then Hansen shall, at its option, either correct the nonconformity or offer to terminate this
Agreement and refund the licensing fees previously paid by Fayetteville upon return of all copies of the
Software and documentation to Hansen. In the event of such a refund, thc license conveyed by this
Agreement shall terminate. This Limited Warranty is solely for the benefit of Fayetteville. The Warranty
period shall commence upon placing the Software into production or upon satisfactory completion of all
testing, whichever occurs first. Hansen warrants that the professional services will be performed using
generally accepted industry standards and practices.
18. Disclaimer of Warranties. HANSEN MAKES NO WARRANTY, REPRESENTATION OR I'ROMISE
EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. HANSEN DISCLAIMS AND
EXCLUDES ANY AND AI,I, IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A
PARTICULAR PURPOSE. IIANSEN DOES NOT WARRANT THAT THE SOFTWARE OR
DOCUMENTATION WILL SATISFY FAYETTEVILLE'S REQUIREMENTS OR THAT THE
SOFTWARE OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE
OPERATION OF TIIE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
19. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
AGGREGATE LIABILITY OF HANSEN ARISING FROM OR RELATING TO THIS AGREEMENT,
THE SOFTWARE, TIIE DOCUMENTATION, OR PROFESSIONAL SERVICES (REGARDLESS OF
TIIE FORM OF ACTION OR CLAIM - E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE,
AND/OR OTHERWISE) IS LIMITED TO THE TOTAL FEES PAID BY FAYETTEVILLE UNDER THIS
AGREEMENT. HANSEN SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE
BEEN ADVISED OF TILE POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT RESPONSIBLE FOR
LOST PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RE-
CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THIS
PROVISION DOES NOT APPLY TO INDEMNIFICATION CLAIMS SUBJECT TO PARAGRAPH 16.
20. Sole Remedy and Allocation of Risk. FAYETTEVILLE'S SOLE AND EXCLUSIVE REMEDY AND
HANSEN'S SOLE AND EXCLUSIVE LIABILITY IS SET FORTH IN THIS AGREEMENT. THIS
AGREEMENT DEFINES A MUTUALLY AGREED-UPON ALLOCATION OF RISKS AND THE
AMOUNT PAYABLE TO HANSEN BY FAYETTEVILLE REFLECTS SUCH ALLOCATION OF RISK.
21. Force Ma cure.
a) Neither party shall be liable for any costs or damages due to nonperformance under this Agreement arising
out of any cause or event not within the reasonable control of such Party and without its fault or
negligence.
b) Each of thc Parties hereto agrees to give notice forthwith to the other upon becoming aware of an event of
5
Res. 7-02
Limited Software License Agreement Hansen Information Technologies
Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force
Majeure.
c) If a default due to an Event of Force Majeure shall continue for more than three (3) months then the party
not in default shall he entitled to terminate this Agreement as a result of an Event of Force Majeure.
22. Modification, Amendment, Supplement or Waiver. No modification, amendment, supplement to or
waiver of this Agreement or any of its provisions shall he binding upon the parties unless made in writing and
duly signed by authorized representatives of both parties. A failure or delay of either party to this Agreement
to enforce any of the provisions of this Agreement, or to exercise any option herein provided, or to require
performance of any of the provisions hereof, shall not be construed as a waiver of such provision of this
Agreement.
23. Severability. In the event any one or more of the provisions of this Agreement is for any reason held to be
invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the
invalid, illegal or unenforceable provision shall he replaced by a mutually acceptable provision which comes
closest to the intention of the parties underlying the illegal, invalid or unenforceable provision.
24. Relationships of the Parties. Hansen and Fayetteville arc independent of each other. This Agreement does
not and is not intended to create in any way or manner or for any purpose an employee -employer relationship
or a principal -agent relationship. Neither party is authorized to enter into Agreements for or on behalf of the
other, to create any obligation or responsibility, express or implied, for or on behalf of the other, to accept
payment of any obligations due or owed the other, or to accept service of process for the other. Under no
circumstance or interpretation will this Agreement be construed as a work for hire.
25. Conflict of Interest. Hansen certifies and warrants that neither Hansen, nor any of its agents, representatives
or employees which will participate in any way in the performance of Hansen's obligations hereunder has or
will have any conflict of interest, direct or indirect, with Fayetteville.
26. Entirety of Agreement. The terms and conditions of any and all appendices, exhibits, schedules, and
attachments to this Agreement arc incorporated herein by this reference and shall constitute part of this
Agreement as if fully set forth herein. Article and paragraph headings used herein are for reference purposes
only and shall not be deemed a part of this Agreement. This Agreement, together will all appendices,
exhibits, schedules and attachments hereto, the Professional Services Agreement, and the Service and
Maintenance Agreement, constitute the entire Agreement between the parties and supersedes all previous
Agreements including promises and representations, whether written or oral, between the parties with respect
to the subject matter hereof.
27. Attorney's Fees. In the event of any litigation, arbitration or other proceeding between the parties relating to
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other reasonable costs
incurred in connection therewith and in pursuing collection, appeals, any other relief to which that party may
be entitled.
28. Counterparts/Facsimiles. This Agreement may be executed in one or more counterparts, each of which
when executed and delivered shall be deemed to he an original, and all of which shall together constitute one
and the same instrument. The parties agree that transmission to the other party of this Agreement with
facsimile signatures shall suffice to bind the party transmitting same in the same manner as if this Agreement
with such party's original signature had been delivered. Without limiting the foregoing, each party who
transmits this Agrecmcnt with its facsimile signature covenants to deliver the original thereof to the party as
soon as possible thereafter.
6
• •
Res. 7-02
Limited Software License Agreement Hansen Information Technologies
29. Effect of Conflicting Documents. In the event any conflict between this Agreement and any term or
condition found within any other document; including, but not limited to a purchase order, a service and
maintenance agreement, or a similar document pursuant to which Fayetteville acquired the license granted by
this Agreement the terms and conditions of this Agreement shall control.
The parties, each acting under due and proper authority, have executed this Agreement as of the day, month and
year first above written.
CITY OF FAYETTEVILLE, AR HANSEN INFORMATION
TECHNOLOGIES
By /CM
By 6l a cvL G..,
Name IJQ,LL. f;P Name C/442 4 tafisCR/
Title Cl/1/1-AT)/ J Title (.1( 'C e ft,Alia'
Date L//2.9/07
Date dn.uure y f Si Loon -
7
•
Limited Software License Agreement linsen Information Technologies
Res. 7-02
EXHIBIT A
8
•
Limited Software License Agreement
Product
LC -01
LP -01
LL -01
AB -01
APC -01
AP -01
AS -01
AT -01
AE -01
AW -01
CS -02
CRY -01
TP -01
DYP
FTV
LSI
TAB
VRM
GIS -AV
City of Fayetteville, Ark
Hansen Version 7.5 for Land Management - Assets
Windows 98/NT - SQL Server - Oracle
# SOFTWARE COSTS
Construction & Use permits (including Building Permit
Code Enforcement
Licenses
Building
Complex/Parks
Plant/Fleet
Sewer
Storm
Street
Water
Customer Service
Report Writer - single license. Per PC
Pavement Management System
Dynamic Portal for Customer Service
Formula TV Inspections for Sewer
Advanced inspections (Linear, Spot & Nodal)
Tab Editor
Visual Resource Manager
Hansen Desktop Mapping
PS -PM
PS-DCD
PS -ICD
PS -IT
PS -03
PS -01
DYP
EXP
Implementation Costs
Project Manager
Data Conversion Analysis'
Interface Control Analysis'
Installation 8 Configuration
Onsite GIS Training
Onsite Training
Configuration for Dynamic Portal 5,000
Out-of-pocket expenses (estimate, actuals to be billed as incurred)
Unit Price
1,500
1.500
1.500
2,500
5,000
2,500
4,000
4.000
4.000
4.000
1.000
1.000
15.000
10.000
2,500
7,500
30,000
12,000
2.500
Software Subtotal
15% Enterprise Discount
Net Software Costs
1,500
5,000
5,000
1.500
1.500
Res. 7-02
allsen Information Technologies
# of Seals Cost
15 22.500
7 10.500
3 4.500
1 2.500
3 15,000
12 30,000
3 12,000
4 16,000
4 16,000
6 24,000
13 13,000
1 1,000
Enterprise 15.000
Enterprise 10,000
Enterprise 2,500
Enterprise 7,500
Enterprise 30,000
Enterprise 12,000
1 2.500
246.500
(36.975)
209,525
96 144,000
2 10,000
2 10,000
5,000
2 3.000
40 60.000
1 5,000
30.000
Total Implementation 267,000
Total Software and Implementation 476,525
Hansen's Annual Service and Maintenance 44,190
To begin upon system acceptance or Go Live whichever occurs first not to exceed a period
of one year after installation date
Service and Maintenance will commence upon acceptance and/or Go Live tentatively to be
scheduled on October 2002. At which point SMA will be at prorated from Oct 2002 - Dec
31. 2002 in the amount of S11.047.50 if system should Go -live earlier then scheduled
additional SMA will be at the rate of 53.682.50 per month.
•Uata conversion and system interface analysis costs arc based upon the analysis of each data source.
Additional conversion and interface costs will he determined after analysis if needed.
Hansen Authorized Signature. $ts —. A rrn.D• y
December 17, 2001: Price Quote by Den n• Strange
Unless accompanied by an authnnzed signature abose this stun IS fur budgeiars purposes only
Ifstgned. this quotation is and for 90 dap.
9
Res. 7-02
Pr
s<
PROFESSIONAL SERVICES AGREEMENT
Between
Fayetteville, Arkansas
And
Hansen Information Technologies Inc.
This Professional Services Agreement ("Agreement") is hereby entered into between
Hansen Information Technologies ("HANSEN") and Fayetteville ("Fayetteville") on the
following terms and conditions:
WHEREAS, Fayetteville desires to license certain computer software from HANSEN
pursuant to a separate Agreement;
WHEREAS, HANSEN is willing to provide Services to Fayetteville in accordance with
the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, and other good and valuable
consideration received and to be received, HANSEN and Fayetteville agree as follows:
1.0 DEFINITIONS.
1.1 I.icense Agreement: Shall mean the separate agreement entered into or being
negotiated between the parties concerning the licensed use of the Software.
1 2 Other Definitions: The definitions found in the Limited License Agreement are
incorporated into this Agreement by this reference.
2.0 SERVICES. Fayetteville hereby retains HANSEN and HANSEN hereby agrees to
perform urtain professional Services as set forth herein in Appendix A to this
Agreement. The project will consist of the delivery of the Software, installation,
implementation (project management), and training.
3.0 TERM. The term of this Agreement ("Term") shall commence on the date it is executed
by both parties and shall continue in full force until work is completed or the Agreement
is terminated earlier in accordance with the terms and provisions hereof. Termination
shall have no effect on Fayetteville's obligation to pay the applicable labor rate (or an
equitable portion of any fixed fee) with respect to Services rendered prior to the effective
date of termination.
4.0 FEES. Professional Service fees are provided in Exhibit A (to the Limitied License
Agreement). Professional Services will be invoiced monthly for services as incurred on a
time and material basis. If days for Professional Services in excess of that stated in
Exhibit A are needed, a change order signed by both parties will be required. Any
Professional Services provided in excess of the days stated in Exhibit A will be charged
at the unit price stated in Exhibit A.
• •
Res. 7-02
5.0 OUT-OF-POCKET COSTS. Except as otherwise set forth in this Agreement, fees
quoted for Services do not include and Fayetteville shall reimburse HANSEN for its
reasonable cost of travel (air & cab fare, lodging, auto rental or local mileage, standard
per diem, etc.) and out-of-pocket costs for photocopying, overnight courier, long-distance
telephone and the like, which shall be invoiced at cost.
6.0 INVOICES, PAYMENT AND LATE CHARGES. Payment shall be made within
thirty (30) days of invoice. Invoices shall be accompanied with copies of receipts for
expenditures. Any late payment shall be subject to any costs of collection (including
reasonable legal fees) and shall bear interest at the rate of one and one-half (1.5) percent,
or the maximum rate allowed by law, whichever rate is less, per month or fraction
thereof until paid. The cancellation of any professional service with two weeks notice or
less prior to the date scheduled for the services is subject to a 5250 fee, plus all non-
refundable travel expenses.
7.0 PROPRIETARY RIGHTS TO WORK PRODUCT. "Work Product" shall mean any
resulting software (including all functional and technical designs, programs, modules,
code, interfaces, algorithms, flowcharts, diagrams, documentation and the like) or any
modifications or changes to the Software created by HANSEN after the effective date of
this agreement and in furtherance of the Statement of Work. HANSEN shall own all
right, title and interest to the Work Product. The parties acknowledge that the Work
Product is not a "work made for hire" under the Federal Copyright Law. The parties
agree that the Work Product shall be deemed to be and become a part of the Software for
all purposes under the License Agreement.
8.0 CONFIDENTIAL INFORMATION.
8.1 Acknowled¢ment of Confidentiality. Each party hereby acknowledges that it
may be exposed to confidential and proprietary information of the other party
other than the Work Product and Software such as business information (sales
and marketing research, materials, plans, accounting and financial information,
personnel records and the like) and other information designated as confidential
expressly or by the circumstances in which it is provided ("Confidential
Information"). Confidential Information docs not include (i) information already
known or independently developed by the recipient; (ii) information in the public
domain through no wrongful act of the recipient, (iii) information received by
the recipient from a third party who was free to disclose it; or (iv) Work Product
or the Software which are protected under the License Agreement.
8.2 Covenant Not to Disclose. Except as required by law, with respect to the other
party's Confidential Information, the recipient hereby agrees that during the
Term and at all times thereafter it shall not use, commercialize or disclose such
Confidential Information to any third party, with the exception of subcontractors
or vendors under contract to the party and which have undertaken non -disclosure
obligations comparable to those contained in this Agreement, without the prior
written consent of the provider. Each party shall use at least the same degree of
care in safeguarding the other party's Confidential Information as it uses in
safeguarding its own confidential information.
2
• •
9.0 WARRANTIES.
Res. 7-02
9.1 Limited Warranty. HANSEN agrees to perform all Services in a professional,
workmanlike manner. Hansen also agrees and warrants that: (a) it shall comply
with all applicable laws and regulations; (b) in rendering the, Services, it and its
employees have all necessary rights, authorizations, or licenses to provide the
Services hereunder and to provide all related materials and services required
under this Agreement; (c) each of its employees assigned to perform services
hereunder shall have the proper skill, training and background so as to be able to
perform in a competent and professional manner and that all work will be
performed in accordance with the applicable Statement of Work; and (d) Hansen
shall obtain for Fayetteville the unrestricted right to use each deliverable
provided to Fayetteville by Hansen hereunder in accordance with the terms and
conditions found in the Limited License Agreement.
9.2 No other Warranties. EXCEPT FOR THE EXPRESS LIMITED
WARRANTY SET FORTH IN SECTION 10.1, HANSEN MAKES NO
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE CONCERNING THE WORK
PRODUCT (WHICH IS WARRANTED UNDER TIIE LICENSE
AGREEMENT), ITS SERVICES OR ANY OTHER DELIVERABLES
PROVIDED HEREUNDER.
10.0 Limitation on Liability. THE AGGREGATE LIABILITY OF HANSEN ARISING
FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF
ACTION OR CLAIM — E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR
OTHERWISE), IS LIMITED THE TOTAL FEES PAID HEREIN. HANSEN SHALL NOT IN
ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL,
INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT RESPONSIBLE FOR LOST
PROFITS OR REVENUE, LOSS OF USE OF TIIE SOFTWARE, LOSS OF DATA, COSTS OF
RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR
PROGRAM.
11.0 NOTICES. All notices and demands required or permitted under this Agreement shall
be in writing and may be delivered personally to one of the persons set forth below, sent
by registered or certified mail, postage prepaid, or by an overnight express service, e.g.
Federal Express, Airborne Express, etc., to one of the persons and addresses set forth
below. Any notice or demand mailed as aforesaid shall be deemed to have been
delivered on the date of delivery or refusal, as the case may be, set forth on the return.
Said notices shall be delivered, or addressed as follows:
Kent Johnson
Hansen Information Technologies
1745 Markston Road
Sacramento, CA 95825
3
Ted Webber
Director of Administrative Services
City of Fayetteville, Arkansas
Fayetteville, AR 72701
Res. 7-02
or to such other address and to the attention of such other person as either party may
designate to the other in writing.
12.0 TERMINATION. Either party may terminate this Agreement if the other party
breaches any material provision hereof and fails within ten (30) days after receipt of
notice of breach to correct such default or to commence corrective action reasonably
acceptable to the other party and proceed with due diligence to completion. Either party
may terminate this Agreement if the other party becomes insolvent, makes an assignment
for the benefit of its creditors, a receiver is appointed or a petition in 13ankruptcy is filed
with respect to the party and is not dismissed within thirty (30) days.
13.0 INDF:PENDF,NT HANSEN STATUS. Each party and its employees are independent
contractors in relation to the other party with respect to all matters arising under this
Agreement. Nothing herein shall be deemed to establish a partnership, joint venture,
association or employment relationship between the parties. Each party shall remain
responsible, and shall indemnify and hold harmless the other party from the withholding
and payment of all Federal, state and local personal income, wage, earnings, occupation,
social security, unemployment, sickness and disability insurance taxes, payroll levies or
employee benefit requirements (under ERISA, state law or otherwise) now existing or
hereafter enacted for its respective employees.
14.0 SECURITY, NO CONFLICTS. Each party agrees to inform the other of any
information made available to the other that is classified or restricted data, agrees to
comply with the security requirements imposed by any state or local government, or by
the United States Government, and shall return all such material upon request. Each
party warrants that its participation in this Agreement docs not create any conflict of
interest prohibited by the United States government or any other domestic or foreign
government and shall promptly notify the other party if any such conflict arises during
the Term.
15.0 INSURANCE. Hansen shall maintain adequate insurance protection covering its
activities hereunder, including, but not limited to coverage for statutory workers'
compensation, comprehensive general liability for bodily injury and property damage, as
well as adequate coverage for vehicles. Hansen shall provide Fayetteville with
certificates of insurance on the ACORD form for each of these coverage types. Except
for worker's compensation insurance, Hansen shall name Fayetteville as an additional
insured on its insurance policies, and such policies shall require 60 days prior written
notice to Fayetteville for any coverage change. As of the date hereof, Hansen has at least
the following levels of coverage: workers' compensation ($1,000,000), comprehensive
general liability for bodily injury and property damage (S1,000,000).
16.0 FORCE MAJEURE
16.1 Neither party shall be liable for any costs or damages due to nonperformance
under this Agreement arising out of any cause or event not within the reasonable
control of such Party and without its fault or negligence.
4
Res. 7-02
16.2 Each of the parties hereto agrees to give notice forthwith to the other upon
becoming aware of an Event of Force Majeure such notice to contain details of
the circumstances giving rise to the Event of Force Majeure.
16.3 If a default due to an Event of Force Majeure shall continue for more than three
(3) months then the party not in default shall be entitled to terminate this
Agreement as a result of an Event of Force Majeure.
17.0 INDEMNIFICATION. Hansen agrees to indemnify, defend and hold harmless
Fayetteville and its directors, officers, employees, agents, subsidiaries and affiliates,
against any and all losses, liabilities, judgments, awards and costs (including reasonable
attorneys' fees) arising out of or related to any claim. (i) for personal injury or damage to
property arising out of the furnishing, performance or use of the Services or any
deliverable provided hereunder; (ii) for payment of compensation, salary or benefits
asserted by an employee of Ilanscn; and (iii) any claim arising out of Hansen's failure to
comply with any applicable law or regulation. The indemnities set forth in this Section
shall not be subject to any limitation of liability set forth herein.
18.0 MISCELLANEOUS PROVISIONS
18.1 Severability. If any provision of this Agreement or the application of such
provision to any person, entity or circumstance shall he held invalid, the
remainder of this Agreement, or the application of such provision to persons,
entities or circumstances, other than those as to which it is held invalid, shall not
he affected.
18.2 Parties Bound. This Agreement shall be binding upon the parties hereto, their
successors, heirs,devisees, assigns, legal representatives, executors and
administrators.
18.3 Fayetteville General Obligations. As required, Fayetteville agrees to provide
Ilanscn with appropriate access to their facilities, personnel, data systems, and
other resources. Fayetteville acknowledges that the implementation is a
cooperative effort and that Fayetteville must complete its designated tasks in
timely manner in order for Hansen to proceed with and complete the Services.
18.3 Final Agreement. This Agreement constitutes the complete, final and exclusive
expression of the parties' agreement regarding Professional Services, and it
supersedes all proposals and other communications made between the parties
concerning the subject matter hereof. This Agreement cannot be modified
except by written agreement signed by all the parties hereto.
18.4 Authority To Enter Into Agreement. The undersigned hereby represent and
warrant that they are duly authorized to sign and enter into this Professional
Services Agreement on behalf of their respective parties.
IN WITNESS WIIEREOF, and intending to be legally bound, the parties hereto have caused
this Agreement to be executed by their duly authorized representatives.
Hanse formation` Technologies Fayetteville, Arkansas
By: �atjitua ai II/
Name: (P/fa, 4 ll444-fritJ (Lvt � prag
Title: vCC t l2eri02ur
Date: . ( f-, 2&O--- //2)(J/O2.-
6
-
Res. 7-02
6
• •
EXHIBIT A
S I'ATEMENT OF WORK
HANSEN shall provide the implementation Services in conjunction with the installation and
implementation of the Software as described in the License Agreement. these Services shall include:
• Project Management (implementation).
• Interface analysis.
• Installation and Set-up of Software.
• Data conversion analysis.
• End user training.
• DynamicPORTAL configuration
Res. 7-02
• •
Hansen Information Technologies
Service and Maintenance Agreement
Res. 7-02
Subject to all terms of this Service and Maintenance Agreement (AGREEMENT), Hansen
Information Technologies (hereinafter referred to as "HANSEN" and Fayetteville, Arkansas
(hereinafter referred to as "CUSTOMER") agree as follows:
1. PRODUCT - This AGREEMENT applies to the product(s) and module(s) licensed to the
CUSTOMER by HANSEN as agreed to in a separate Software License Agreement
(including additional software purchases under that Agreement):
Products: V7.5 modules as stated on Exhibit A of the Limited License Agreement.
2. PRICE - CUSTOMER agrees to pay to HANSEN in advance, an annual fee of S44,190
for services and maintenance provided in accordance with this AGREEMENT.
3. TERM - This AGREEMENT will commence upon CUSTOMER going LIVE with any
component of Hansen software or the date of acceptance, whichever occurs first, and
continue until December 31, 2002 pro rated. If modules go live or are accepted in stages,
the service and maintenance fee for each module will be pro -rated upon that module
going live or being accepted. The second year will be the full price from January 1, 2003.
4. AUTOMATIC RENEWAL - After the initial term this AGREEMENT shall
automatically renew for a one year period if neither party has given the other thirty (30)
days prior written notice of its desire not to renew at the end of the initial term or any
extensions thereof. The annual fee shall remain the same as the prior year unless
CUSTOMER is provided written notice of a price change sixty (60) days prior to the
expiration of the prior term. The annual fee will increase without notice by 18% of the
list price of additional software licensed. If the price change is unacceptable to
CUSTOMER, the AGREEMENT will not renew if CUSTOMER so informs HANSEN in
writing prior to termination.
5. SERVICES - HANSEN will provide services to the CUSTOMER during the term of this
AGREEMENT:
a) The CUSTOMER will receive, when available, updates applicable to the
CUSTOMER'S specific version of HANSEN application software within the
same operating environment.
b) The CUSTOMER will be able to utilize Toll -Free Technical phone support
through the Help Desk for technical issues relating to the installation and use of
the licensed software (Hansen Version 7.5). The telephone support will be
available Monday through Friday between the hours of 4 a.m. — 5 p.m. Pacific
Time by dialing (800) 8- HANSEN.
s
A
• •
Res. 7-02
c) Distribution of updates to the CUSTOMER'S HANSEN application software to
resolve any malfunctions or logic problems which have been identified and
corrected in the application software.
6. SERVICES NOT COVERED - HANSEN will not provide any additional services to the
CUSTOMER during the term of this AGREEMENT; including but not limited to:
a) HANSEN will not support application software that is running on outdated
operating systems. Distribution of updates and enhancements, telephone support
and functional corrections will only he made available for current operating
systems. The CUSTOMER is responsible for maintaining compliance with the
"industry standard" version of the relevant operating system. CUSTOMER
should determine that an upgraded version of a component part of the Hansen
product (Oracle for example) has been certified prior to installation.
b) HANSEN is not responsible for loss of data due to lack of sufficient backup files.
The CUSTOMER is responsible for following standard backup procedures to
insure data integrity.
c) Custom programming or the development of specialized routines not associated
with 5(a), 5(b) and 5(c) are not covered under this AGREEMENT.
d) Data conversions and problems associated with data conversions are not covered
under this AGREEMENT. HANSEN will assist the CUSTOMER through the
Help Desk for workstation installation only if other workstations are already
installed and working. The Help Desk will not install or upgrade server software
or database client software on a "first" machine.
e) Any service not covered in paragraph 5 above.
HANSEN SYSTEM DEFECT CLASSIFICATIONS — It is recognized that despite the
precautions associated with software, defects may be encountered. These defects arc
defined in criticality categories:
a) Category I -- System failure. Software does not work, data cannot be input,
reviewed, or revised. The system is inoperable. This failure is due to Hansen's
software failure, not related to database or system difficulties.
b) Category II - Key Hansen component failure. One or more Hansen modules or
functions does not work. In this case core functionality remains, however the
system is not fully operable. It might not print, for example.
c) Category Ili — Minor Hansen failure or defect. A calculation does not properly
function, printing might not be available for one feature, indexing might not have
full functionality. These generally center on a configuration issue or error. The
system works and work-arounds may be used.
C
• Res. 7-02
d) Category IV — Defect, A feature or change in Hansen functionality desired by the
CUSTOMER is not available or needs redesign. Or, a misspelling or incorrect link
in encountered. Full functionality remains available.
8. RESPONSE GOALS AND ESCALATION —
Response goals are based upon the Category and Criticality of the problem.
a) Response goals for Category I will be within two hours of initial reporting (during
customer service hours). HANSEN will provide standard technical telephone
support to resolve the problem.
b) Response goals for Category I1 will be within four hours of initial reporting
(during customer service hours). HANSEN will provide standard technical
telephone support to resolve the problem.
c) Response goals for Category III issues will be within four working hours of initial
reporting. Normally, defects of this nature are resolved through installation of new
software or "bug fixes," or changes in the customized system configuration.
d) Responses for Category IV issues will be addressed as enhancement requests and
minor corrections. These will be distributed in standard software releases and
upgrades.
Service Escalation
In cases where a solution cannot be provided to restore major functionality within six
working hours after receipt of the initial call (Categories I and II), Hansen will assign its
technical and programming team to resolve the difficulty. If the difficulty cannot be
resolved in a timely fashion after the initial call, HANSEN technical personnel may be
dispatched to the site at HANSEN's discretion. The CUSTOMER will provide on -site
technical staff support, access and expertise to assist HANSEN, regardless of the time of
day or standard work schedule. In all occurrences of Category I and I1 issues, HANSEN
will endeavor to restore system functionality as soon as possible.
HANSEN will use electronic delivery of files and software patches where possible, or
overnight delivery if required. In cases of system failures (Categories I and 11) next flight
out delivery of media will be made. CUSTOMER will be responsible to take delivery at
the closest practical airport.
Category III issues will be resolved as rapidly as practical provided they degrade system
performance or significantly decrease functionality. Electronic delivery of new software
or additional files may be appropriate. In cases where files arc too large for satisfactory
electronic delivery, overnight mail will be used.
Category IV issues will be reviewed and resolutions will be distributed through standard
upgrade and update distributions. Enhancement suggestions should be made in writing
and sent to the Hansen Help Desk.
All reports of system problems should be referred to the Hansen Help Desk, 1-800-
8HANSEN. These calls will be logged into the system and dispatched to the appropriate
• ! Res. 7-02
work groups. In the event the Hansen Help Desk cannot be reached through the toll free
number, the Hansen general number should be used, or e-mail to hclpdesk(a)hansen.com.
If satisfaction is not received, the complaint should be directed to the Customer Service
manager, then to the Account Manager.
9. ADDITIONAL SERVICES - Services outside the scope of those described in 5(a), 5(b),
and 5(c) above may be provided on a Time and Materials basis, Flat Fee basis, or may
require on site work at a negotiated price. The current established hourly rate is S 187.50,
with a minimum of one hour. The hourly rate may change without notice. The additional
services may include data correction, software upgrades and installations.
10. LIMITATION ON LIABILITY - THE AGGREGATE LIABILITY OF HANSEN ARISING
FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, OR
DOCUMENTATION (REGARDLESS OF THE. FORM OF ACTION OR CLAIM - E.G.
CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE), INCLUDING
UNDER ANY INDEMNIFICATION PROVISION HEREOF, IS LIMITED TO THE TOTAL
FEES PAID BY CUSTOMER UNDER THIS AGREEMENT. HANSEN SHALL NOT IN ANY
CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR
PUNITIVE DAMAGES EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. HANSEN IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE,
LOSS OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST
DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM, OR CLAIMS BY
ANY PARTY OTHER TITAN CUSTOMER.
11. SOLE REMEDY AND ALLOCATION OF RISK -CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY AND HANSEN'S SOLE AND EXCLUSIVE LIABILITY IS SET
FORTH IN THIS AGREEMENT. THIS AGREEMENT DEFINES A MUTUALLY AGREED -
UPON ALLOCATION OF RISKS AND THE AMOUNT PAYABLE TO HANSEN BY
CUSTOMER REFLECTS SUCH ALLOCATION OF RISK.
12. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER - No modification,
amendment, supplement to or waiver of this Agreement or any of its provisions shall be
binding upon the parties unless made in writing and duly signed by authorized
representatives of both parties. A failure or delay of either party to this Agreement to
enforce any of the provisions of this Agreement, or to exercise any option herein
provided, or to require performance of any of the provisions hereof, shall not be construed
as a waiver of such provision of this Agreement.
13. SEVERABILITY - In the event any one or more of the provisions of the Agreement is for
any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall
be replaced by a mutually acceptable provision which comes closest to the intention of
the parties underlying the illegal, invalid or unenforceable provision
14. ENTIRETY OF AGREEMENT - The terms and conditions of any and all appendices,
exhibits, schedules, and attachments to this Agreement are incorporated herein by this
reference and shall constitute part of this Agreement as if fully set forth herein. Article
and paragraph headings used herein are for reference purposes only and shall not be
S • Res. 7-02
15. NON-PAYMENT - This agreement may be terminated without notice if payment is not
received within forty-five (45) days of its due date. If CUSTOMER is forty-five days or
more delinquent on any obligation to HANSEN, HANSEN may suspend services
provided by this Agreement until CUSTOMER pays it obligation. No credit or refund
will he provided during any period of suspension.
16. ATTORNEY'S FEES - In the event of any litigation, arbitration or other proceeding
between the parties relating to this Agreement, the prevailing party shall be entitled to
recover from the other party all reasonable attorneys' fees and other reasonable costs
incurred by the prevailing party in connection therewith and in pursuing and collection
remedies (including appeals), relief and damages.
FAYETTEVILLE, ARKANSAS:
By:
Date:
r
HANSEN INFORMATION
TECH LOGIES ,(�
By:��CG.i G�%GWavll' --
Date: ?fig Z
oftware License Agreement Hansen Information Technologies
Jmited Software License Agreement
Between
City of Fayetteville, AR
and
Hansen Information Technologies Inc.
This Limited Software License Agreement ("Agreement") is made and entered into on by
the City of FAYEI'I'EV ILLS, ARKANSAS ("Fayetteville") located at, 113 West Mountain Street, Fayetteville,
AR 72701, and HANSEN INFORMATION TECHNOLOGIES INC. ("Hansen") located at 2330 Glendale Lane,
Sacramento, California 95825, on the following terms and conditions:
Hansen owns the rights and possesses the intellectual property to certain computer Software products and related
services from which I Jansen derives substantial independent economic value; and Hansen desires to supply
Fayetteville with Software licensing and related services under the terms and conditions set forth, and;
Fayetteville desires to obtain licensing for the use of the defined computer Software products and access to
related services covered under the Hansen -owned copyrights, trademarks, trade names, patents and intellectual
property rights;
rherefore, in consideration of mutual promises set forth, the parties agree as follows
License Granted, Hansen grants to Fayetteville and Fayetteville agrees to accept on the following terms and
conditions a non-exclusive and non -transferable license to use the Software and other associated written
materials and documentation (referred to separately and collectively as "the Software"). Said Software, and
the costs therefore, is described on the attached Exhibit A incorporated in and made a part of this Agreement
and such other Software, documentation or materials as Hansen provides to Fayetteville. A separate
DynamicPORTAL License/Service Level Agreement must be executed prior to the implementation of the
DynamcPORTAL modules.
Fayetteville recognizes that Hansen is and shall continue to he the owner of the Software and that the Software is
not rented, loaned, or sold to Fayetteville. All rights not specifically granted in this Agreement are reserved
to Hansen.
3. The license granted under this Agreement authorizes Fayetteville to use the Software subject to the terns and
restrictions set forth in this Agreement. Neither this license Agreement, the license provided for herein, nor
the Software may be assigned, sublicensed, or otherwise transferred to any person or entity by Fayetteville.
4. Definitions.
a) Agreement means this Agreement, together with all appendices, exhibits, schedules, attachments, and
addenda as the same may be amended, modified or supplemented.
b) Software means the computer programs, in object or executable form, which Hansen offers for license to its
customers, and related user documentation and source materials. Products covered by this Agreement
include Hansen's product library of Microsoft Windows -based client/server asset management, billing,
tax and permit systems including; but not limited to, the software described in Exhibits A, attached
hereto and made a part hereof, and other associated products and related services as may be included in
Limited Software License Agreement Hansen Information Technologies
this Agreement or as part of any future addenda. For the purposes of this Agreement, the term
"products" includes any improvements, enhancements, changes, alterations, modifications, or
amendments to the products provided by Hansen.
c) Object Code means a collection of statements making up a Software program, whether in written form or in
magnetic or other machine-readable form, and characterized by the fact that, in written form, it consists
solely of numbers or other symbols and is not intelligible without deciphering or translation.
d) Source Code means a collection of statements making up a Software program, whether in written form or in
magnetic or other machine-readable form, and characterized by the fact that it it intelligible in written
form.
e) Source Materials means a computer program's source code; printed copies (listings) of the source code; all
related written materials, comments, and documentation; database schemas, and any and all other
materials used by Hansen in the development, maintenance, and support of the products.
f)
Price Quote
means the
listing of Hansen
products,
services and associated
prices to be provided under this
Agreement,
attached to
this Agreement as Exhibit
A.
g) Software Tools means a set of auxiliary programs supplied by Hansen to service, maintain or otherwise
modify the Software.
5. Term. The license granted by this Agreement is for perpetuity, unless violated by the licensee or otherwise
canceled by Fayetteville. This Agreement shall automatically terminate without notice if Fayetteville fails to
comply with any material provision of this Agreement. Fayetteville shall return to Hansen all of the
Software, updates, and any whole or partial copies, codes, modifications, and merged portions in any form
excepting data upon termination or cancellation of this Agreement. The parties hereby agree that all
provisions which operate to protect the rights of Hansen shall remain in force should breach occur, and shall
survive the expiration or termination of this Agreement.
6. Payment. Payment shall be made by Fayetteville to Hansen in the amount and for the Software and
Services stated on Exhibit A. Software prices stated on Exhibit A shall be valid for additional Software
purchases through 2003. Payments shall be made as follows:
Software
25 percent of software costs upon contract signing.
50 percent of software costs upon delivery of software at Fayetteville.
25 percent of software costs upon it being placed into production or upon satisfactory completion of all
testing, whichever occurs first. The satisfactory completion of all testing will be deemed to have
occurred sixty days following delivery and installation of the software.
Hardware (If any)
Upon contract signing.
Professional Services and other items excluding Service and Maintenance
Billed monthly as accrued
Service and Maintenance
Upon satisfactory completion of all testing of the module(s) or upon the module(s) being placed in
production, whichever occurs first._
Limited Software License Agreement Hansen Information Technologies
Hansen will separately invoice for Software, Professional Services, Service and Maintenance, and
Hardware. A finance charge of one and one-half percent (1.5%) per month or the highest amount
allowed by law, whichever is less, will be assessed on all payments that arc past due. Any amount
outstanding for more than sixty (60) days after the date of invoice shall constitute a material breach on
the part of Fayetteville.
7. Rights Upon Termination. Upon termination of this Agreement, for any reason, Fayetteville shall return to
Hansen the original of the Software, related user documentation, Source Materials and Software Tools, and
destroy all copies, except those provided for below, in any form made therefrom whether in whole or in part,
including partial copies or modifications. Within thirty (30) days after termination, Fayetteville shall certify
to Hansen that, through its best efforts and to the best of its knowledge, it has complied with the requirements
of this paragraph.
8. Copies. Fayetteville shall not copy the Software except as expressly authorized herein; provided that
Fayetteville nuy make no more than two (2) copies as reasonably necessary for archival and hack -up
purposes. All trademark, copyright and proprietary rights notices must be faithfully reproduced by
Fayetteville and included on such authorized copies. Fayetteville, with Hansen's permission, may copy
limited documentation for its internal training, management, and process control purposes. Hansen shall not
unreasonably deny permission for limited copying.
9. Derivative Works and Trade Secrets. Fayetteville shall not create or allow any other person or entity to create
any derivative work or product based on or derived from the Software, data model or documentation or
modify any Software, data model, or documentation without the prior written consent of Hansen. In the
event of a breach of this provision (and without limiting Hansen's remedies) said modification, derivative
work or product based on the Software or documentation is hereby deemed assigned to Hansen. Fayetteville
acknowledges that the Software and related output (including procedures, printed output, screen displays,
formats, menus, graphics, audio output, etc.) are trade secrets of, and proprietary to, Hansen. Fayetteville
agrees riot to: (i) use any of the Software and related output except in accordance with the terms of this
Agreement, (ii) disclose any of the Software and related output to any other person, or (iii) allow any other
person to inspect, use or copy any of the Software and related output. This section shall also protect and be
applicable to these trade secrets even if they are modified or changed by Fayetteville.
10. Source Code and Reverse Engineering. This Agreement does not entitle Fayetteville to any source code,
source materials or other confidential information that Hansen elects to withhold. A standard Source Code
Escrow Agreement is available through DSI if Fayetteville so desires. The cost of the Source Code Escrow
will be paid by Fayetteville. Fayetteville will not decompile, disassemble or reverse engineer the Software or
create any derivative work based on or derived from the Software, data model, or documentation.
II. Injunctive Relief. Fayetteville acknowledges that any breach by Fayetteville of any of the covenants or
provisions contained in this Agreement will give rise to irreparable injury to Hansen, inadequately
compensable in damages alone. Accordingly, Hansen may seek and obtain preliminary and permanent
injunctive relief against the breach or threatened breach of said covenants or provisions. Such relief shall be
in addition to any other legal or equitable remedies that may be available to Hansen.
12. Trademarks, Trade Secrets and Intellectual Property.
a) Fayetteville acknowledges and recognizes that the Software; including, but not limited to Object and Source
Codes, and Source Materials, and all associated intellectual property rights are the property of Hansen
and that Hansen holds the copyright interests therein, the Programs and Documentation being treated as
unpublished works. Fayetteville also recognizes and acknowledges the trademarks, trade names,
Limited Software License Agreement Hansen Information Technologies
copyrights, patents, intellectual property and trade secrets of any proprietary software utilized within or
in connection with the Software (e.g. Oracle). Fayetteville and its employees agree to cooperate in good
faith to secure and preserve Hansen's right and title to the trademarks, trade names, copyrights, patents,
intellectual property and trade secrets. Fayetteville and its employees understand: (1) that Hansen's
trademarks, trade names, copyrights, patents, trade secrets and intellectual property have independent
economic value, (2) that the independent economic value derives from the fact that Hansen's information
is not generally known to the public nor known to Hansen's competitors or others in the public works
Software field. (3) that this Agreement to maintain Hansen information secrecy is reasonable, and (4) that
they owe a duty to Hansen to maintain and protect secrecy.
b) Fayetteville and its employees expressly agree to retain in confidence all information, formula, compilations,
programs, methods, techniques, processes, ideas and concepts imparted by Hansen regarding the trade
secrets of Hansen, including but not limited to, Hansen's data element dictionary, data definition
language, data model, technical and instructional manuals, documentation, descriptions, computer
screens, reports, table codes, forms, schema, flow diagrams, instructions and any other information
provided by Hansen to Fayetteville.
c) Fayetteville agrees to limit its use of any knowledge obtained from Hansen to those activities covered under
the terms of this Agreement. Specifically, Fayetteville and its employees are explicitly prohibited from
the design, development, or reverse engineering of any product. Fayetteville also is explicitly prohibited
from modifying, changing, customizing, improving, or enhancing Hansen's products. Furthermore,
Fayetteville understands that any individual characteristic or component supplied by Hansen, each of
which, by itself, may be in the public domain, but is contained in the unified Hansen process, design and
operation of its products, represents a unique combination and affords a competitive advantage and is a
protectable secret.
d) Hansen's products are copyrighted by I -Jansen. Except as provided for herein, Fayetteville agrees not to
remove any copyright notices or confidential or proprietary legends from the Software, incorporated
products or Software tools without Hansen's prior written consent. Except as provided for herein,
neither Hansen nor Fayetteville shall use the other's trademarks or trade names on products or other
materials without the prior written consent of the other.
e) Fayetteville shall require that the I Jansen Software and associated materials be maintained in a manner so as
to reasonably preclude unauthorized persons from having access thereto. Fayetteville shall use
reasonable efforts to assist Hansen in identifying any unauthorized use, copying, or disclosure of any
portion of the Hansen Software by any present or former staff member, upon being provided reasonable
evidence that such unauthorized disclosure, use, or copying may have occurred.
13. Confidentiality. Hansen and Fayetteville will regard and preserve as confidential all information related to each
other's business and their clients that is obtained from any source as a result of this Agreement. Neither
Hansen nor Fayetteville will, without first obtaining the other's written consent, disclose to any person, firm
or enterprise any such information, that is not related to the normal business activities involved herein.
14. Support Services. Fayetteville agrees to pay Hansen for annual service and maintenance, if so contracted, in the
amount and in the manner stated in the separate Service and Maintenance Agreement. Service and
Maintenance is required for the first year of licensed use.
15. Other Professional Services and Fees. Hansen maintains a list of standard professional services and fees to
facilitate the support and administration of Fayetteville's work. Prices quoted will be subject to change, with
no more than one price change per year. Any cancellation of professional services by Fayetteville with two
Limited Software License Agreement Hansen Information Technologies
weeks notice or less prior to the date scheduled for the services will be subject to a $250 fee plus any non-
refundable travel expense.
16. Indemnification. Hansen agrees to and does hereby indemnify, defend and hold harmless from liability
Fayetteville against any and all claims that the Software infringes any rights of third parties in patent,
copyright or trade secrets in the United States and any and all actions arising out of such claims. In the event
of any such claim or action, Hansen shall have the option to either; I) modify the Software so as to render it
non -infringing so long as it continues to conform to the specifications and warranties herein; or 2) procure for
Fayetteville the right to continue using the Software. Any such indemnification under this Section shall be
contingent upon Fayetteville's I) promptly notifying Hansen in writing of any claim or action of which
indemnification is sought; 2) immediately ceasing use of the Software upon notice of any such claim or
action; and 3) affording to Hansen sole control of the defense or settlement of any such claim or action.
17. Limited Warranty — Software. Hansen warrants that if Software fails to substantially conform to the
specifications in the Software documentation or to any other Software specifications in the documentation
and the nonconformity is reported in writing by Fayetteville to Hansen within 90 days from "live" date of the
Software then Hansen shall, at its option, either correct the nonconformity or offer to terminate this
Agreement and refund the licensing fees previously paid by Fayetteville upon return of all copies of the
Software and documentation to Hansen. In the event of such a refund, the license conveyed by this
Agreement shall terminate. This Limited Warranty is solely for the benefit of Fayetteville. The Warranty
period shall continence upon placing the Software into production or upon satisfactory completion of all
testing, whichever occurs first. Hansen warrants that the professional services will be performed using
generally accepted industry standards and practices.
18. Disclaimer of Warranties. HANSEN MAKES NO WARRANTY, REPRESENTATION OR PROMISE
EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. HANSEN DISCLAIMS AND
EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANI'ABLfrY, FITNESS FOR A
PARTICULAR PURPOSE, HANSEN DOES NOT WARRANT THAT THE SOFTWARE OR
DOCUMENTATION \VILL SATISFY FAYETTEVILLE'S REQUIREMENTS OR TIIAT-THE
SOFTWARE OR DOCUMENTATION ARE WITHOUT DEFECTOR ERROR OR THAT TI lE
OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE,
19. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
AGGREGATE LIABILITY OF HANSEN ARISING FROM OR RELATING TO THIS AGREEMENT,
THE SOFTWARE, THE DOCUMENTATION, OR PROFESSIONAL SERVICES (REGARDLESS OF
THE FORM OF ACTION OR CLAIM -- E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE,
AND/OR OTHERWISE) IS LIMTI'EI) TO THE TOTAL FEES PAID BY FAYE FEVILLE UNDER THIS
AGREEMENT. HANSEN SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT RESPONSIBLE FOR
LOST PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RE-
CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THIS
PROVISION DOES NOT APPLY TO INDEMNIFICATION CLAIMS SUBJECT TO PARAGRAPH 16.
20. Sole Remedy and Allocation of Risk. FAYETTEVILLE'S SOLE AND EXCLUSIVE REMEDY AND
HANSEN'S SOLE AND EXCLUSIVE LIABILITY IS SET FORTH IN THIS AGREEMENT. THIS
AGREEMENT DEFINES A MUTUALLY AGREED -UPON ALLOCATION OF RISKS AND THE
AMOUNT PAYABLE TO HANSEN BY FAYETTEVILLE REFLECTS SUCH ALLOCATION OF RISK.
21. Force Maieure.
Limited Software License Agreement Hansen Information Technologies
a) Neither party shall be liable for any costs or damages due to nonperformance under this Agreement
arising out of any cause or event not within the reasonable control of such Party and without its fault or
negligence.
b) Each of the Panics hereto agrees to give notice forthwith to the other upon becoming aware of an event of
Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force
Majeure.
c) If a default due to an Event of Force Majeure shall continue for more than three (3) months then the party
not in default shall be entitled to terminate this Agreement as a result of an Event of Force Majeure. _
22. Modification, Amendment, Supplement or Waiver. No modification, amendment, supplement to or waiver of
this Agreement or any of its provisions shall be binding upon the parties unless made in writing and duly
signed by authorized representatives of both parties. A failure or delay of either party to this Agreement to
enforce any of the provisions of this Agreement, or to exercise any option herein provided, or to require
performance of any of the provisions hereof, shall not be construed as a waiver of such provision of this
Agreement.
23, Severability, In the event any one or more of the provisions of this Agreement is for any reason held to be
invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the
invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which comes
closest to the intention of the parties underlying the illegal, invalid or unenforceable provision.
24. Relationships of the Parties. Hansen and Fayetteville are independent of each other. This Agreement does not
and is not intended to create in any way or manner or for any purpose an employee -employer relationship or
a principal -agent relationship. Neither party is authorized to enter into Agreements for or on behalf of the
other, to create any obligation or responsibility, express or implied, for or on behalf of the other, to accept
payment of any obligations due or owed the other, or to accept service of process for the other. Under no
circumstance or interpretation will this Agreement be construed as a work for hire.
25. Conflict of Interest. Hansen certifies and warrants that neither Hansen, nor any of its agents, representatives or
employees which will participate in any way in the performance of Hansen's obligations hereunder has or
will have any conflict of interest, direct or indirect, with Fayetteville.
26. Entirety of Agreement. The terms and conditions of any and all appendices, exhibits, schedules, and
attachments to this Agreement are incorporated herein by this reference and shall constitute part of this
Agreement as if fully set forth herein. Article and paragraph headings used herein are for reference purposes
only and shall not be deemed a part of this Agreement. This Agreement, together will all appendices,
exhibits, schedules and attachments hereto, the Professional Services Agreement, and the Service and
Maintenance Agreement, constitute the entire Agreement between the parties and supersedes all previous
Agreements including promises and representations, whether written or oral, between the parties with respect
to the subject matter hereof.
27. Attorney's Fees. In the event of any litigation, arbitration or other proceeding between the parties relating to
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other reasonable costs
incurred in connection therewith and in pursuing collection, appeals, any other relief to which that party may
be entitled.
28. Counterparts/Facsimiles, This Agreement may be executed in one or more counterparts, each of which when
executed and delivered shall be deemed to be an original, and all of which shall together constitute one and
Ted Webber -
Limited Software License Agreement Hansen Information Technologies
the same instrument. The parties agree that transmission to the other party of this Agreement with facsimile
signatures shall suffice to bind the party transmitting same in the same manner as if this Agreement with such
party's original signature had been delivered. Without limiting the foregoing, each party who transmits this
Agreement with its facsimile signature covenants to deliver the original thereof to the party as soon as
possible thereafter.
29. Effect of Conflicting Documents. In the event any conflict between this Agreement and any term or condition
found within any other document; including, but not limited to a purchase order, a service and maintenance
agreement, or a similar document pursuant to which Fayetteville acquired the license granted by this
Agreement, the terms and conditions of this Agreement shall control.
The parties, each acting under due and proper authority, have executed this Agreement as of the day, month and
year first above written.
CITY OF FAYETTEVILLE, AR
By By
Name Name
Title Title
Date Date
HANSEN INFORMATION
TECHNOLOGIES
Ted Webber -
Limited Software License Agreement Ilansen Information Technologies
EXHIBIT A
•
City of Fayetteville, Ark
Hanson Version 7.5 for Land Management - Assets
Windows 98/NT - SQL Server - Oracle
Product n
SOFTWARE COSTS
Unit Price
fl of Seats
Cost
LC -01
Construction & Use permits (including Building Permit 1.500
15
22,500
LP -01
Code Enforcement
1,500
7
10,500
LL -01
Licenses
1,500
3
4,500
AB -0l
Building
2.500
1
2,500
APC-01
Complex/Parks
5,000
3
15,000
AP -01
Plant/Fleet
2,500
12
30.000
AS -01
Sewer
4,000
3
12,000
AT -01
Storm
4.000
4
16,000
AE -01
Street
4.000
4
16.000
AW-01
Water
4,000
6
24.000
CS -02
Customer Service
1.000
13
13,000
CRY -01
Report Writer - single license. Per PC
1.000
1
1.000
TP-01
Pavement Management System
15.000
Enterprise
15.000
DYP
Dynamic Portal for Customer Service
10.000
Enterprise
10.000
FTV
Formula TV Inspections for Sewer
2.500
Enterprise
2,500
LSI
Advanced inspections (Linear. Spot & Nodal)
7.500
Enterprise
7,500
TAB
Tab Editor
30.000
Enterprise
30,000
VRM
Visual Resource Manager
12.000
Enterprise
12,000
GIS-AV
Hansen Desktop Mapping
2.500
1
2,500
Software Subtotal
246.500
15% Enterprise Discount
(36,975)
Not Software Costs
209,525
Implementation Costs
PS -PM
Project Manager
1.500
96
144,000
PS-DCD
Data Conversion Analysis'
5,000
2
10.000
PS-ICD
Interface Control Analysis'
5.000
2
10.000
PS -IT
Installation & Configuration
5,000
PS -03
Onsite GIS Training
1.500
2
3,000
PS -01
Onsite Training
1,500
40
60,000
DYP
Configuration for Dynamic Portal
5,000
1
5,000
EXP
Outof-pocket expenses (estimate. actuals
to be billed as incurred)
30,000
Total Implementation
267.000
Total Software and Implementation
476.525
Hansen's Annual Service and Maintenance
44,190
To begin upon system acceptance or Go Live whichever occurs first not to exceed a period
of one year after installation date
Service and Maintenance will commence ufon acceptance and/or Go Live tentatively to be
scheduled on October 2002. At which point SMA will be at prorated from Oct 2002 - Dec
31, 2002 in the amount of $11,047.50 if system should Go -live earlier then scheduled
additional SMA will be at the rate of $3,682.50
per month.
•Da la conversion and system interface analysis costs are based upon the analysis of each data source.
Additional conversion and interface costs will be determined afer analysis if needed.
Hansen Authorized Signature 5L---.— 4
1lecember 17, 2001: Price Quote by Denny Stringe
Ilnlea accompanied by an authotued up,ature above this quote a for budgetary purposes only.
If sip,cd. this quotation is valid for 90 dap.
Pant due m.ures on 30 day, will incur ,merge charges
APPENDIX A
___'ED SOFWARE LICENSE AGREEMENT
APPENDIX E: SERVICE MAINTENANCE AGREEMENT
Ted Webber - FAYETTEVI
Hansen Information Technologies
Service and Maintenance Agreement
Subject to all terms of this Service and Maintenance Agreement (AGREEMENT), Hansen
Information Technologies (hereinafter referred to as "I IANSEN" and Fayetteville, Arkansas
(hereinafter referred to as "CUSTOMER") agree as follows:
I. PRODUCT - This AGREEMENT applies to the product(s) and module(s) licensed to the
CUSTOMER by HANSEN as agreed to in a separate Software License Agreement
(including additional software purchases under that Agreement):
Products: V7.5 modules as stated on Exhibit A of the Limited License Agreement.
2. PRICE - CUSTOMER agrees to pay to HANSEN in advance, an annual fee of $44,190
for services and maintenance provided in accordance with this AGREEMENT.
3. TERM - This AGREEMENT will commence upon CUSTOMER going LIVE with any
component of Hansen software or the date of acceptance, whichever occurs first, and
continue until December 31, 2002 pro rated. If modules go live or are accepted in stages,
the service and maintenance fee for each module will he pro -rated upon that module
going live or being accepted. The second year will be the full price from January 1, 2003.
4. AUTOMATIC RENEWAL - After the initial term this AGREEMENT shall
automatically renew for a one year period if neither party has given the other thirty (30)
days prior written notice of its desire not to renew at the end of the initial term or any
extensions thereof. The annual fee shall remain the same as the prior year unless
CUSTOMER is provided written notice of a price change sixty (60) days prior to the
expiration of the prior term. The annual fee will increase without notice by 18% of the
list price of additional software licensed. If the price change is unacceptable to
CUSTOMER, the AGREEMENT will not renew if CUSTOMER so informs HANSEN in
writing prior to termination.
5. SERVICES - HANSEN will provide services to the CUSTOMER during the term of this
AGREEMENT:
a) The CUSTOMER will receive, when available, updates applicable to the
CUSTOMER'S specific version of HANSEN application software within the
same operating environment.
b) The CUSTOMER will be able to utilize Toll -Free Technical phone support
through the Help Desk for technical issues relating to the installation and use of
the licensed software (Hansen Version 7.5). The telephone support will be
available Monday through Friday between the hours of 4 a.m. — 5 p.m. Pacific
Time by dialing (800) 8- HANSEN.
c) Distribution of updates to the CUSTOMER'S HANSEN application software to
resolve any malfunctions or logic problems which have been identified and corrected in
the application software.
6. SERVICES NOT COVERED - HANSEN will not provide any additional services to the
CUSTOMER during the term of this AGREEMENT; including but not limited to:
a) I IANSEN will not support application software that is running on outdated
operating systems. Distribution of updates and enhancements, telephone support
and functional corrections will only he made available for current operating
systems. The CUSTOMER is responsible for maintaining compliance with the
"industry standard" version of the relevant operating system. CUSTOMER
should determine that an upgraded version of a component part of the Hansen
product (Oracle for example) has been certified prior to installation.
b) 1-JANSEN is not responsible for loss of data due to lack of sufficient backup files.
The CUSTOMER is responsible for following standard backup procedures to
insure data integrity.
c) Custom programming or the development of specialized routines not associated
with 5(a), 5(b) and 5(c) are not covered under this AGREEMENT.
d) Data conversions and problems associated with data conversions are not covered
under this AGREEMENT. HANSEN will assist the CUSTOMER through the
Help Desk for workstation installation only if other workstations are already
installed and working. The Help Desk will not install or upgrade server software
or database client software on a "first" machine.
c) Any service not covered in paragraph 5 above.
IAANSEN SYSTEM DEFECT CLASSIFICATIONS — It is recognized that despite the
precautions associated with software, defects may he encountered. These defects are
defined in criticality categories:
a) Category I — System failure. Software does not work, data cannot be input,
reviewed, or revised. The system is inoperable. This failure is due to Hansen's
software failure, not related to database or system difficulties.
b) Category II — Key Flansen component failure. One or more Hansen modules or
functions does not work. In this case core functionality remains, however the
system is not fully operable. It might not print, for example.
c) Category III Minor Ilansen failure or defect. A calculation does not properly
function, printing might not be available for one feature, indexing might not have
full functionality. These generally center on a configuration issue or error. The
system works and work -grounds may be used.
d) Category IV — Defect, A feature or change in Hansen functionality desired by the
CUSTOMER is not available or needs redesign. Or, a misspelling or incorrect link
in encountered. Full functionality remains available.
8. RESPONSE GOALS AND ESCALATION —
Response goals are based upon the Category and Criticality of the problem.
a) Response goals for Category I will be within two hours of initial reporting (during
customer service hours). HANSEN will provide standard technical telephone
support to resolve the problem.
b) Response goals for Category II will be within four hours of initial reporting
(during customer service hours). HANSEN will provide standard technical
telephone support to resolve the problem.
c) Response goals for Category I❑ issues will be within four working hours of initial
reporting. Normally, defects of this nature are resolved through installation of new
software or "bug fixes," or changes in the customized system configuration.
d) Responses for Category IV issues will be addressed as enhancement requests and
minor corrections. These will be distributed in standard software releases and
upgrades.
Service Escalation
In cases where a solution cannot be provided to restore major functionality within six
working hours after receipt of the initial call (Categories land II), Hansen will assign its
technical and programming team to resolve the difficulty. If the difficulty cannot be
resolved in a timely fashion after the initial call, HANSEN technical personnel may be
dispatched to the site at IIANSEN's discretion. The CUSTOMER will provide on -site
technical staff support, access and expertise to assist HANSEN, regardless of the time of
day or standard work schedule. In all occurrences of Category I and II issues, HANSEN
will endeavor to restore system functionality as soon as possible.
HANSEN will use electronic delivery of files and software patches where possible, or
overnight delivery if required. In cases of system failures (Categories I and II) next flight
out delivery of media will be made. CUSTOMER will he responsible to take delivery at
the closest practical airport.
Category III issues will be resolved as rapidly as practical provided they degrade system
performance or significantly decrease functionality. Electronic delivery of new software
or additional files may be appropriate. In cases where files are too large for satisfactory
electronic delivery, overnight mail will be used.
Category IV issues will be reviewed and resolutions will be distributed through standard
upgrade and update distributions. Enhancement suggestions should be made in writing
and sent to the Hansen I Ielp Desk.
All reports of system problems should be referred to the Hansen Help Desk, 1-800-
SHANSEN. These calls will be logged into the system and dispatched to the appropriate
work groups. In the event the Hansen Help Desk cannot be reached through the toll free
number, the Hansen general number should be used, or e-mail to helpdesk a hansen.com.
If satisfaction is not received, the complaint should be directed to the Customer Service
manager, then to the Account Manager
9. ADDITIONAL SERVICES - Services outside the scope of those described in 5(a), 5(b), and 5(c)
above may be provided on a Time and Materials basis, Flat Fee basis, or may require on
site work at a negotiated price. The current established hourly rate is $187.50, with a
minimum of one hour. The hourly rate may change without notice. The additional
services may include data correction, software upgrades and installations.
10. LIMITATION ON LIABILITY - THE AGGREGATE LIABILITY OF HANSEN ARISING FROM
OR RELATING TO THIS AGREEMENT OR TEIE SOIIWARE, OR DOCUMENTATION
(REGARDLESS OF TI IE FORM OF ACTION OR CLAIM - E.G. CONTRACT, WARRANTY,
TORT, MALPRACTICE, AND/OR OTHERWISE), INCLUDING UNDER ANY
INDEMNIFICATION PROVISION HEREOF, IS LIMITED TO THE TOTAL FEES PAID BY
CUSTOMER UNDER THIS AGREEMENT, HANSEN SHALL NOT IN ANY CASE BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR
PUNITIVE DAMAGES EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IIANSEN IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE,
LOSS OF USE OF THE SOEEI'WARE, LOSS OF DATA, COSTS OF RE-CREATING LOST
DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM, OR CLAIMS BY
ANY PARTY OTHER TI IAN CUSTOMER.
II. SOLE REMEDY AND ALLOCATION OF RISK -CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY AND EIANSEN'S SOLE AND EXCLUSIVE LIABILITY IS SET FORTH IN THIS
AGREEMENT. THIS AGREEMENT DEFINES A MUTUALLY AGREED -UPON
ALLOCATION OF RISKS AND THE AMOUNT PAYABLE TO HANSEN BY CUSTOMER
REFLECTS SUCH ALLOCATION OF RISK.
12. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER - No modification,
amendment, supplement to or waiver of this Agreement or any of its provisions shall be
binding upon the parties unless made in writing and duly signed by authorized
representatives of both parties. A failure or delay of either party to this Agreement to
enforce any of the provisions of this Agreement, or to exercise any option herein
provided, or to require performance of any of the provisions hereof, shall not be construed
as a waiver of such provision of this Agreement.
13. SEVERABILITY - In the event any one or more of the provisions of the Agreement is for any
reason be held to be invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall
be replaced by a mutually acceptable provision which comes closest to the intention of
the parties underlying the illegal, invalid or unenforceable provision
14. ENTIRETY OF AGREEMENT - The terms and conditions of any and all appendices, exhibits,
schedules, and attachments to this Agreement are incorporated herein by this reference
and shall constitute pan of this Agreement as if fully set forth herein. Article and
paragraph headings used herein are for reference purposes only and shall not be deemed a
part of this Agreement. This Agreement, the Professional Services Agreement and the
License Agreement constitute the entire Agreement between the parties and supersedes
all previous Agreements including promises and representations, whether written or oral,
between the parties with respect to the subject matter hereof.
15. NON-PAYMENT - This agreement may be terminated without notice if payment is not received
within forty-five (45) days of its due date. If CUSTOMER is forty-five days or more
delinquent on any obligation to HANSEN, HANSEN may suspend services provided by
this Agreement until CUSTOMER pays it obligation. No credit or refund will be
provided during any period of suspension.
16. ATTORNEY'S FEES - In the event of any litigation, arbitration or other proceeding between the
parties relating to this Agreement, the prevailing party shall be entitled to recover from
the other party all reasonable attorneys' fees and other reasonable costs incurred by the
prevailing party in connection therewith and in pursuing and collection remedies
(including appeals), relief and damages.
FAYETTEVILLE, ARKANSAS: HANSEN INFORMATION
TECHNOLOGIES:
By:
By:
Date: Date:
APPENDIX F: PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL SERVICES AGREEMENT
Between
Fayetteville, Arkansas
And
Hansen Information Technologies Inc.
This Professional Services Agreement ("Agreement") is hereby entered into between
Hansen Information Technologies ("HANSEN") and Fayetteville ("Fayetteville") on the
following terms and conditions:
WHEREAS, Fayetteville desires to license certain computer software from HANSEN
pursuant to a separate Agreement;
WHEREAS, I IANSEN is willing to provide Services to Fayetteville in accordance with
the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, and other good and valuable
consideration received and to be received, HANSEN and Fayetteville agree as follows:
1.0 DEFINITIONS.
1.2 License Agreement:
Shall mean the separate
agreement
entered
into or being
negotiated
between the parties
concerning the
licensed use of the
Software.
1.3 Other Definitions: The definitions found in the Limited License Agreement are
incorporated into this Agreement by this reference.
2.0 SERVICES. Fayetteville hereby retains HANSEN and HANSEN hereby agrees to perform
certain professional Services as set forth herein in Appendix A to this Agreement. The
project will consist of the delivery of the Software, installation, implementation (project
management), and training.
3.0 TERM. The term of this Agreement ("Term") shall commence on the date it is executed
by both panics and shall continue in full force until work is completed or the Agreement
is terminated earlier in accordance with the terms and provisions hereof. Termination
shall have no effect on Fayetteville's obligation to pay the applicable labor rate (or an
equitable portion of any fixed fee) with respect to Services rendered prior to the effective
date of termination.
4.0 Fees. Professional Service fees are provided in Exhibit A (to the Limitied License
Agreement). Professional Services will be invoiced monthly for services as incurred on a
time and material basis. If days for Professional Services in excess of that stated in
Exhibit A are needed, a change order signed by both parties will be required. Any
Professional Services provided in excess of the days stated in Exhibit A will be charged
at the unit price stated in Exhibit A.
Ted Webber -
5.0 Out -of -Pocket
Costs.
Except as otherwise set forth
in this Agreement, fees quoted for
Services do not
include
and Fayetteville shall reimburse
HANSEN for its reasonable cost
of travel (air & cab fare,
and out-of-pocket costs
lodging, auto rental or local
for photocopying, overnight
mileage, standard per diem, etc.)
courier, long-distance telephone and
the like, which
shall be
invoiced at cost.
6.0 Invoices, Payment and Late Charges. Payment shall be made within thirty (30) days of
invoice. Invoices shall be accompanied with copies of receipts for expenditures. Any
late payment shall be subject to any costs of collection (including reasonable legal fees)
and shall bear interest at the rate of one and one-half( 1.5) percent, or the maximum rate
allowed by law, whichever rate is less, per month or fraction thereof until paid. The
cancellation of any professional service with two weeks notice or less prior to the date
scheduled for the services is subject to a S250 fee, plus all non-refundable travel
expenses.
7.0 Proprietary Rights to WORK PRODUCT. "Work Product" shall mean any resulting
software (including all functional and technical designs, programs, modules, code,
interfaces, algorithms, flowcharts, diagrams, documentation and the like) or any
modifications or changes to the Software created by HANSEN after the effective date of
this agreement and in furtherance of the Statement of Work. HANSEN shall own all
right, title and interest to the Work Product. The parties acknowledge that the Work
Product is not a "work made for hire" under the Federal Copyright Law. The parties
agree that the Work Product shall be deemed to be and become a part of the Software for
all purposes under the License Agreement.
8.0 Confidential Information.
8.I Acknowledgment of Confidentiality. Each party hereby acknowledges that it
may be exposed to confidential and proprietary information of the other party
other than the Work Product and Software such as business information (sales
and marketing research, materials, plans, accounting and financial information,
personnel records and the like) and other information designated as confidential
expressly or by the circumstances in which it is provided ("Confidential
Information"). Confidential Information does not include (i) information already
known or independently developed by the recipient; (ii) information in the public
domain through no wrongful act of the recipient, (iii) information received by
the recipient from a third party who was free to disclose it; or (iv) Work Product
or the Software which are protected under the License Agreement.
8.2 Covenant Not to Disclose. Except as required by law, with respect to the other
party's Confidential Information, the recipient hereby agrees that during the
Term and at all times thereafter it shall not use, commercialize or disclose such
Confidential Information to any third party, with the exception of subcontractors
or vendors under contract to the party and which have undertaken non -disclosure
obligations comparable to those contained in this Agreement, without the prior
written consent of the provider. Each party shall use at least the same degree of
care in safeguarding the other party's Confidential Information as it uses in
safeguarding its own confidential information.
I Ted Webber - FavetteviIIeDrofessionalseoticesform.l.doc _ Paoe 3i1
9.0 Warranties,
9.1 Limited Warranty. HANSEN agrees to perform all Services in a professional,
workmanlike manner. Hansen also agrees and warrants that: (a) it shall comply
with all applicable laws and regulations; (b) in rendering the Services, it and its
employees have all necessary rights, authorizations, or licenses to provide the
Services hereunder and to provide all related materials and services required
under this Agreement; (c) each of its employees assigned to perform services
hereunder shall have the proper skill, training and background so as to be able to
perform in a competent and professional manner and that all work will be
performed in accordance with the applicable Statement of Work; and (d) Hansen
shall obtain for Fayetteville the unrestricted right to use each deliverable
provided to Fayetteville by Hansen hereunder in accordance with the terns and
conditions found in the Limited License Agreement.
9.2 No other Warranties. EXCEPT FOR THE EXPRESS LIMITED
WARRANTY SET FORTH IN SECTION 10.1, HANSEN MAKES NO
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE CONCERNING THE WORK
PRODUCT (WHICH IS WARRANTED UNDER THE LICENSE
AGREEMENT), ITS SERVICES OR ANY OTHER DELIVERABLES
PROVIDED HEREUNDER.
10.0 Limitation on Liability. THE AGGREGATE LIABILITY OF HANSEN ARISING
FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF
ACTION OR CLAIM - E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE,
AND/OR OTHERWISE), IS LIMITED THE TOTAL FEES PAID HEREIN. HANSEN
SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT
RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE
SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE
COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM.
11.0 Notices. All notices and demands required or permitted under this Agreement shall he in
writing and may be delivered personally to one of the persons set forth below, sent by
registered or certified mail, postage prepaid, or by an overnight express service, e.g.
Federal Express, Airborne Express, etc., to one of the persons and addresses set forth
below. Any notice or demand mailed as aforesaid shall be deemed to have been
delivered on the date of delivery or refusal, as the case may be, set forth on the return.
Said notices shall be delivered, or addressed as follows:
Kent Johnson
Hansen Information Technologies
1745 Markston Road
Sacramento, CA 95825
Ted Webber
Director of Administrative Services
City of Fayetteville, Arkansas
Fayetteville, AR 72701
or to such other address
and to the attention
of such other person as
either party may
designate to the other in
writing.
12.0 Termination. Either party may terminate this Agreement if the other party breaches
any material provision hereof and tails within ten (30) days after receipt of notice of
breach to correct such default or to commence corrective action reasonably acceptable to
the other party and proceed with due diligence to completion. Either party may terminate
this Agreement if the other party becomes insolvent, makes an assignment for the benefit
of its creditors, a receiver is appointed or a petition in Bankruptcy is filed with respect to
the party and is not dismissed within thirty (30) days.
13.0 Independent HANSEN Status. Each party and its employees are independent
contractors in relation to the other party with respect to all matters arising under this
Agreement. Nothing herein shall be deemed to establish a partnership, joint venture,
association or employment relationship between the parties. Each party shall remain
responsible, and shall indemnify and hold harmless the other party from the withholding
and payment of all Federal, state and local personal income, wage, earnings, occupation,
social security, unemployment, sickness and disability insurance taxes, payroll levies or
employee benefit requirements (under ERISA, state law or otherwise) now existing or
hereafter enacted for its respective employees.
14.0 Security, No Conflicts. Each party agrees to inform the other of any information made
available to the other that is classified or restricted data, agrees to comply with the
security requirements imposed by any state or local government, or by the United States
Government, and shall return all such material upon request. Each party warrants that its
participation in this Agreement does not create any conflict of interest prohibited by the
United States govemment or any other domestic or foreign government and shall
promptly notify the other party if any such conflict arises during the Term.
15.0 Insurance. I Jansen shall maintain adequate insurance protection covering its activities
hereunder, including, but not limited to coverage for statutory workers' compensation,
comprehensive general liability for bodily injury and property damage, as well as
adequate coverage for vehicles. Hansen shall provide Fayetteville with certificates of
insurance on the ACORD form for each of these coverage types. Except for worker's
compensation insurance, Hansen shall name Fayetteville as an additional insured on its
insurance policies, and such policies shall require 60 days prior written notice to
Fayetteville for any coverage change. As of the date hereof, Hansen has at least the
following levels of coverage: workers' compensation (SI,000,000), comprehensive
general liability for bodily injury and property damage (SI,000,000).
16.0 FORCE N1AJEURE
16.1 Neither party shall be liable for any costs or damages due to
nonperformance under this Agreement arising out of any cause or event
not within the reasonable control of such Party and without its fault or
negligence.
16.2 Each of the parties hereto agrees to give notice forthwith to the other upon
becoming aware of an Event of Force Majeure such notice to contain
details of the circumstances giving rise to the Event of Force Majeure.
16.3 If a default due to an Event of Force Majeure shall continue for more than three
(3) months then the party not in default shall be entitled to terminate this
Agreement as a result of an Event of Force Majeure.
17.0 INDEMNIFICATION. Hansen agrees to indemnify, defend and hold harmless
Fayetteville and its directors, officers, employees, agents, subsidiaries and affiliates,
against any and all losses, liabilities, judgments, awards and costs (including reasonable
attorneys' fees) arising out of or related to any claim: (i) for personal injury or damage to
property arising out of the furnishing, performance or use of the Services or any
deliverable provided hereunder; (ii) for payment of compensation, salary or benefits
asserted by an employee of Hansen; and (iii) any claim arising out of Hansen's failure to
comply with any applicable law or regulation. The indemnities set forth in this Section
shall not be subject to any limitation of liability set forth herein.
18.0 MISCELLANEOUS PROVISIONS
18.1 Severability. If any provision of this Agreement or the application of such
provision to any person, entity or circumstance shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons,
entities or circumstances, other than those as to which it is held invalid, shall not
be affected.
18.2 Parties Bound. This Agreement shall be binding upon the parties hereto, their
successors, heirs, devisees, assigns, legal representatives, executors and
administrators.
18.3 Favetteville General Obligations. As required, Fayetteville agrees to provide
Hansen with appropriate access to their facilities, personnel, data systems, and
other resources. Fayetteville acknowledges that the implementation is a
cooperative effort and that Fayetteville must complete its designated tasks in
timely manner in order for Hansen to proceed with and complete the Services.
18.3 Final Agreement. This Agreement constitutes the complete, final and exclusive
expression of the parties' agreement regarding Professional Services, and it
supersedes all proposals and other communications made between the parties
concerning the subject matter hereof. This Agreement cannot be modified
except by written agreement signed by all the parties hereto.
18.4 Authority To Enter Into Agreement. The undersigned hereby represent and
warrant that they are duly authorized to sign and enter into this Professional
Services Agreement on behalf of their respective parties.
IN WITNESS WHEREOF,
and intending to be legally bound,
the parties hereto have caused
this Agreement to be
executed by
their duly authorized
representatives.
Te(1Webber - FayetteviIleprofessionalse esform.l.doc Page 6
Ifansen Information Technologies Fayetteville, Arkansas
By: By:
Name: Name:
Title: Title.
Date: Date:
6
1'iYl .I -
EXHIBIT A
STATEMENT OF WORK
HANSEN shall provide the Implementation Services in conjunction with the installation and
implementation of the Software as described in the License Agreement. These Services shall include:
• Project Management (implementation).
• Interface analysis.
• Installation and Set-up of Software.
• Data conversion analysis.
• End user training.
• DynamicPORTAL configuration
C
APPENDIX D: LIMITED SOFTWARE LICENSE AGREEMENT
Budget Year
2002
City of Fayetteville, Arkansas
• Budget Adjustment Form
Sales Tax Capital
Project or Item Requested:
$293,800 is requested in the Municipal
Management System (Work Order System
Project).
Justification of this Increase:
The funding is requested to fully fund the
purchase, installation and training of the
City-wide municipal management system.
Account Name
Fixed Assets
Fixed Assets
Account Name
Use of Fund Balance
Use of Fund Balance
Date Requested
01/02/2002
Project or Item Deleted
f)7...
Res. 7—02
Adjustment t9
The project funding proposed for this
adjustment are a re -budget of funding
appropriated in 2001, a portion of the
unexpended funding from the Drainage Study
and Master Plan Project and project savings
from various Water & Sewer Fund capital
projects that were completed.
Justification of this Decrease:
The adjustment is needed because the
previous years' funding authorization
lapsed at calendar year end.
Increase
Expense (Decrease Revenue)
Amount
_ Account
Number
Project Number
253,800
4470 9470
5801 00
99021 1
_40,000
5400 4000
5801 00
99021 1
Decrease Expense (Increase Revenue)
Amount Account Number Project Number
253,800 4470 0947 4999 99
40,000 5400 0940 4999 99
Approval Signatures
Date
It-- Zo-01
Date
Date
Iz oI
Dat
Date
Blue Copy: Budget esearch / Yellow Copy: Requester
Budget Office Use Only
Type: A B C OD E
Date of Approval
Posted to General Ledger
Posted to Project Accounting
Entered in Category Log
H:(BUDGEYIPROJECTSIBUD-ADJIBA_20021p1CCS-I.WK4
FAYETTEtILLE �
THE CITY OF FA YE TTEVILLE. ARKANSAS
ADMINISTRATIVE SERVICES DEPARTMENT CORRESPONDENCE
To: City Council
From: Ted Hct Webber, CPA
Director of Administrative Services
Date: December 17, 2001
Subject: Contract Approval - Ilansen'I'echnology, Inc. (Work Order System)
Background
The phrase The Workorder System
has echoed through
City Hall for a long time.
The first meetings to discuss needs
for a
City workorder
system happened in the
1997-1998 timeframe, nearly 5 years
ago.
Over this time
period, the City grew and
so did its internal needs. Also, the software industry was maturing along with the
City's internal growth, resulting in a
very
different set of
available software now
than what existed when the City
first
envisioned a
workorder and internal
communications system years ago.
However, in order to meet the City's current requirements and those necessary for
the delivery of improved customer service, a solution broader than a workorder
system is indicated. Therefore, the City examined the software on the market
today and through competitive bidding chose the enterprise solution offered by
Hansen Technology, Inc. This software is robust enough to meet the City's current
needs and can be easily expanded in the future as required.
The Big Picture
On November 28, 2001, the City met with a steering committee consisting of
several engineering firms to kick off a project focused on improved customer
service. The City through this project, which is named the Project to Improve
Citizen/Customer Service (PICCS), will use the Hansen software as its workhorse;
as its means to accomplish its goals. Other focus groups will be asked to
participate on the PICCS project in the future, in a similar capacity, as described in
the PICCS Project Summary document attached as Appendix A, on page 8.
The City has approved several other capital projects that, when implemented, will
complement and extend the usefulness of the Hansen software. For instance, the
Capital Improvements Program (CIP) contains a project for an Interactive Voice
Response (IVR) communications system. The IVR, when implemented with the
Hansen software, will enable citizens to use the telephone to register a non -
emergency service request, such as a request to fill a pothole or to report the
sighting of a stray animal. The citizens can do this 24 hours a day, seven days a
City of Fayetteville, Arkansas Page 1 of 28 Hansen Technology, Inc
week. We anticipate that citizens will also be able to use their telephone and the
City's IVR to schedule a simple building code inspection. Potentially, the IVR will
allow citizens similar access to these same resources using their computers over
the Internet rather than the telephone.
Other future capital projects that will work with the Hansen software are the City's
upcoming redesigned Internet web site, the document imaging system, and
Geographic Information System (GIS) enhancements. Additional Capital Projects
that complement the Hansen software include the Fleet Operations system
upgrades and the Automated Field Inspection System. As appropriate, each of
these projects will be separately presented to the Council as they are developed in
the future. Please know that each of these projects will build on the foundation
provided by the City's purchase and implementation of the Hansen software.
How Does Hansen Software Help Us Solve Our Problems?
The Hansen enterprise software will be available to the entire City, in all
Departments and Divisions. It will be implemented as part of the overall PICCS
project, as discussed earlier. The Hansen implementation budget and project,
presented below, includes amounts for the software itself, for technical and user
training, for system and user documentation, and for other implementation
services. The broader PICCS project budget will include amounts for necessary
hardware and system software upgrades.
Unique to the government sector, Hansen has a three -pronged approach to the
City's needs. Hansen uses the Internet, 'back office' applications, and a field
automation product platform to support the daily transactions of every employee,
business application and citizen interaction. This approach supports a frictionless
exchange between citizens and the City, and optimizes our assets.
While the entire project plan has not yet been finalized, the plan will provide for a
determination of how the City currently does business (for example, how it issues a
permit, how it schedules and documents an inspection), so that process
improvements can be identified and put into place concurrent with the Hansen
software. Through a cooperative agreement, the City is receiving additional
implementation project support from the University of Arkansas to make this
happen.
Here are some concrete examples of how the Hansen software will allow the City
to make better use of human, operational and technical resources:
U Enhanced Customer Service The Hansen Customer Service
module will be available to citizens
on a 24/7 basis ( 24 hours per day
and 7 days per week). All
complaints/requests will be time
and date stamped and will be
City of Fayetteville, Arkansas Page 2 01 28 Hansen Technology, Inc.
tracked in a history file for follow
up, as needed. Hansen will accept
input from citizens via direct calls
to City Hall, via use of the IVR
(discussed above) and via the
internet (also discussed above).
Hansen can even automatically
respond to citizens who wish to
leave an email address.
Result: Fayetteville City
government is more
accessible to both citizens
and taxpayers.
® System Interconnectivity The Hansen Enterprise Solution,
forming a firm foundation, will
connect with other current and
future City systems to produce a
benefit greater than these systems
alone can produce. We can get
more benefit from our investment
by networking these systems
together. The City can also save
on implementation costs when
these other systems are planned
as part of the Hansen
implementation.
Result: More bang for the
City's buck.
® Fully Uses GIS Fayetteville has an award winning
GIS system and the best support
staff in the South. The Hansen
software fully uses the features of
our GIS. A very high percentage
(approximately 95%) of the items
the City deals with has physical
attributes and can be represented
spatially, i.e. on a map. Examples
include water lines, sewer lift
stations, water storage towers and
city streets. The Hansen software
allows these items to be available
to the public via the internet using
the GIS. The City also has plans
to install kiosks, or terminals, at
City of Fayetteville, Arkansas Page 3 of 28 Hansen Technology, Inc.
several places (e.g., City Hall
lobby, Library lobby, soon -to -be
renovated Engineering/Planning
offices) throughout the City for
such citizen access.
Result: Enhanced
interaction with citizens
and customers through the
use of maps and images.
0 Better Use of Staff Resources
® Better Use of Other
Resources
The Hansen software has a
workflow component that manages
many of the City's transactions and
produces emails and notices and
allows City staff to track and to
know where in the process a
particular item resides. This will
support less paper in the City's
offices and less manual effort from
staff will be required to process
permit applications and
inspections.
Another goal of the Hansen
software is to minimize the amount
of data that must be entered and
the number of times that it must be
keyed in. A corresponding saving
realized with Hansen software is
that the data is to be stored in a
single location but used from that
location as much as need be. The
rule is to enter data once, store it
in a single place, but use it as
much as need be to achieve
business objectives.
Result: Staff is freed up
for more complex tasks
and maximum use is made
of the City's technical
resources.
Because all data is entered into
Hansen, work can be scheduled so
as to avoid conflict and duplication
of effort, even work between
City of Fayetteville, Arkansas Page 4 of 28 Hansen Technology, Inc.
departments. For instance, if a
sewer line must be excavated for
preventative maintenance, Hansen
can allow the Water and Sewer
Department to coordinate with the
Street Department to be sure that
the street surface is restored as
the Street Department is working
its annual resurfacing plan. This
avoids any potential and
repetitious resurface -dig -resurface
cycle.
Result: Cost savings and
more prompt project
delivery due to schedule
coordination.
Meets City's Business Needs The Hansen software will allow the
City to replace several current,
non-integrated systems and will
allow for future enhancements.
Building permits, requests for
building inspections by type, and
certificates of occupancy will be
generated by Hansen and required
monthly and quarterly reports will
be much easier to prepare on a
timely basis. These reports go to
the County Assessors Office, to
the U.S. Postal Service, to the NW
Arkansas Regional Planning
Commission and to other
destinations.
Hansen software allows for the
recording of service requests by
citizens or staff, as discussed
earlier. Hansen software can use
these service requests to create
work orders. Work orders then
become the tool whereby work is
assigned, tracked and monitored,
and evaluated by management.
Staff resources are assigned to
work orders thereby creating the
audit trail of staff costs. Once
staff time is recorded on individual
City of Fayetteville, Arkansas Page 5 of 28 Hansen Technology, Inc.
work orders, that data may be
used as input for payroll
processing, creating another data
entry efficiency and time savings.
Other workorder costs, such as for
equipment usage and inventory
items, can also be recorded on the
workorders in Hansen.
The Hansen Parks module will
allow the City to identify and
manage every aspect of the City's
parks. Currently the City is not
able to view the assets in any
given park as a whole. The
assets that can be defined in
Hansen by park include buildings,
streets, parking lots, lakes,
sidewalks and playing fields. By
taking this approach, the City can
have a better sense of costs to
maintain each of these elements
individually and costs for the park
as a whole. Preventative and
operational maintenance can be
scheduled and better coordinated
both within each park and among
the parks in the City.
Result: Required outputs
from existing systems will
be produced by Hansen
more cost effectively.
Work orders will enhance
scheduling efficiencies.
Brief summary descriptions of the Hansen modules proposed in this contract are
found in Appendix B attached, on page 16. Hansen offers additional modules that
the City may consider in the future as we gain experience with the initial modules
we purchase. These modules include the Internet Portal for Inspections and a
system to electronically track the time that certain transactions are in process.
What Will It Cost To Get These Benefits?
All the costs to implement the Hansen Enterprise Solution are available in the CIP
budget. There are four major cost components to this project, as shown in the
following table. These components are Software Costs, Implementation Services
Costs, Sales Tax, and Annual Maintenance Costs.
City of Fayetteville, Arkansas Page 6 of 28 Hansen Technology, Inc.
Hansen Contract Costs for 2002
Description of Cost
Software
Less: 15% Enterprise Discount
Net Software Cost
Implementation & Training Services -Hansen
Hansen Contract Costs
Amount
$246,500
3(6.975)
209,525
267,000
$476,525
Sales Tax 11,075
Total Cost for Software & Implementation $18
Annual Maintenance (prorated -3 months in 2002) _$11 4$
Note: These Hansen costs are part of the overall PICCS project, which will have
its own budget. Items in the PICCS budget but not in the Hansen costs include
costs for Change Management Services from the University of Arkansas, costs for
a software training and testing room, costs for updates to the computer server and
database technology, costs to connect City buildings to the network, and similar
and related costs. Please see Appendix D for the Limited Software License
Agreement, Appendix E for the Service Maintenance Agreement, and Appendix
F for the Personal Services Agreement.
How Long Will It Take To Get These Benefits?
The attached Gantt chart (please see Appendix C, page 27), showing the
preliminary Hansen implementation timeline, estimates that the entire Hansen
project can be completed by October, 2002. This assumes that the Council
approves the contract on January 2, 2002 and that we can get the contract signed
by the end of January. The PICCS project will have a broader timeline than the
Hansen project. The Hansen project's expected major milestones follow:
Year 2002 Date
Milestone Description
January 15
City Council Approves Contract
January 22
Contract Signed by City
January 30
Project
Kickoff Meeting and Preliminary Plan
Install Software on City's Server
February 4
Finalize Plan and Implementation Team
March 1
Initiate Implementation of Customer Service Module
March 29
Go Live with Customer Service Module
April 1
Initiate Implementation of Land Management Module
April 8
Initiate Implementation of Streets Module
June 7
1 Go Live with Streets Module
June 10
Initiate Implementation of Other Hansen Modules
September 20
IGo Live with Other Modules except Land Management
October 4
Go
Live with
Land
Management
Module
City of Fayetteville, Arkansas Page 70128 Hansen Technology, Inc.
APPENDIX A: PICCS PROJECT SUMMARY
City of Fayetteville, Arkansas Page 8 of 28 Hansen Technology, Inc.
I
CITY OF FAYETTEVILLE
PROJECT TO IMPROVE
CITIZEN/CUSTOMER SERVICE
PROJECT SUMMARY
December 21, 2001
City of Fayetteville, Arkansas Page 9 of 28 Hansen Technology, Inc.
PROJECT TO IMPROVE CITIZEN/CUSTOMER SERVICE (PICCS)
The time has come to transform our City into a City of Goodwill and Good Results.
In so doing, we will seize the opportunity to improve the relationship among our
business community, our environmental community, the University community, our
citizen neighborhoods and our City government.
This effort will require that we listen to our citizens, customers, and others that we
upgrade, enhance and streamline the delivery of City services by using current and
available technology and that we appropriately revisit City ordinances and
regulations to insure consistency and clarity. These goals are reflected in the
PICCS Mission Statement:
PICCS MISSION STATEMENT
The mission of the PICCS project is to enable the City to deliver
necessary and specific services to its citizens and customers in a
timely and efficient manner. This will be accomplished through a
renewed awareness of customer service by City management
and staff, through improved and enhanced business processes in
City government enabled by up to date technology, and,
ultimately, through a clearer code of ordinances.
Our efforts will produce a community -oriented government based on open and
honest communication, consensus and cooperation with easier access to
information, and appreciation for good ideas from all sources.
Project Summary
To make the PICCS project a success, the City has organized a project
implementation team. This team is organized under a PICCS Steering Committee
that is made up of the Mayor and the department directors that report to the Mayor.
This Steering Committee is responsible for oversight of the entire project and will
ensure a successful outcome. Additionally, this Steering Committee receives
advice from both the City Council and several External Advisory Groups. The
implementation team organization is shown on the organization chart included as
Appendix A of the PICCS Project Summary document.
The PICCS project is a broad -based project that will involve eight stakeholder
groups, as depicted in the graph on the following page. These stakeholder groups
will have significant input into the success of the PICCS project.
City of Fayetteville, Arkansas Page 10 of 28 Hansen Technology, Inc.
City of Fayetteville
PICCS Project 12/14/2001 Stakeholder
Groups
City Council
C
Mayor & & —Planning Commission
CityAStaff Environmental
Concerns Committee
Parks and Recreation
Advisory Board
Other Committees
Improved nvironmenu
Development
Customer Community
Community
Service
osionals /
1 -owners
Hansen
Technology Citizens
University of
Arkansas
Water/Sewer Customers
Job Applicants
Solid Waste Customers
Vendors
News Media
Others
City of Fayetteville, Arkansas Page 11 of 28 Hansen Technology, Inc.
The project's communication strategy will determine how each stakeholder group
is linked into the project. For instance, some stakeholders will have structured
links into the project, while other stakeholders will be linked in more informal ways,
such as through communications outflows from the project to the stakeholder
group. Each stakeholder will be appropriately linked for optimal data and
information and idea exchange.
The remainder of the project team is specifically designed to support the goals of
improving customer service as contained in the PICCS Mission Statement.
Meeting these stated goals means that the business culture of the City will
necessarily change. Current technology will need to be located, acquired, properly
implemented, and honed to support the goals in the City's Mission Statement.
Communication, training and documentation will follow. Customer Service must
first be defined.
Improved Customer Service
At the heart of the PICCS project is the City's goal of improving services provided
to both citizens and other customers. From a PICCS perspective, Customer
Service is defined as:
• The timely delivery of necessary and specific services to citizens and other
customers;
• By an enlightened and skilled workforce;
■ Using current business processes supported by appropriate technology;
• In an environment that both enhances and encourages continuous economy
and efficiency.
The make up of the implementation team and the degree to which the project is
planned and managed will ensure that the City accomplishes its goals.
Implementation Team
The following discussion outlines the primary responsibilities for the PICCS
implementation team. Please refer to Appendix A.
• PICCS IMPLEMENTATION PROJECT MANAGER This manager has overall responsibility
for the project's planning and control. [Filled by City staff]
• CULTURAL CHANGE MANAGER This manager has overall responsibility for readying
the city's workforce to excel in the new environment that is to be defined by new
and improved business processes and use of current technology. Typically this is
accomplished through group discussions, consensus building, awareness and
sensitivity sessions and the like.
City of Fayetteville, Arkansas Page 12 of 28 Hansen Technology, Inc.
The Department Advocates will be selected by each department to represent that
department in the PICCS Project. These Advocates also represent the City's
internal customers to the PICCS project. Advocate roles include ensuring the
department has all issues presented to the MMS Steering Committee, coordinating
training within the department, serving as an internal communication link between
PICCS and the department, participating on the PICCS test team to ensure the
Hansen Product performs as expected for the department, and other similar duties.
The Chairman of the Department of Management at the University of Arkansas has
expressed an interest in assisting the City in planning and implementing Change
Management services in the PICCS project.
MUNICIPAL MANAGEMENT SYSTEM PROJECT STEERING COMMITTEE The manager of
this steering committee will be responsible for all aspects of implementing the
Hansen Technology software solutions in the City. This will include planning the
implementation (in conjunction with the designated Hansen Project Manager),
ensuring that City divisions are adequately represented on the implementation
team through the use of division advocates, ensuring that current business
processes are analyzed appropriately and changed to achieve the PICCS goals of
improved customer service, and ensuring that the user divisions sign off on the
implementation of the Hansen software prior to going live.
This Team will also be responsible for the definition, selection and implementation
of complementary systems and processes to the Hansen system. Such
complementary systems include the Interactive Voice Response system (IVR),
Automated Field Inspections, Document Imaging, and Fleet Operations. [Filled by
City staff and others as needed]
There may be some assistance available from the College of Business at the
University of Arkansas for implementation services. This possibility is currently
being explored with the University.
COMMUNICATION, TRAINING & TESTING, AND DOCUMENTATION MANAGER This manager
will ensure the PICCS communication strategy accurately reflects the project's
needs to the diverse stakeholder groups, that the training is adequately planned
and executed in a just -in -time manner using a set of test data that reflects the
City's improved processes and transactions, and that adequate user and technical
documentation exists to ensure that Hansen product knowledge, as well as any
new and redesigned internal business processes, is passed to the City as part of
the implementation of the PICCS. [Filled by City staff]
TECHNOLOGY MANAGER This manager has responsibility for the entire technical
implementation of the Hansen product in order to achieve the PICCS project's
goals. The role of the GIS is integral to the success of the PICCS implementation
and to achieving the desired project results. Some of the challenges this manager
will overcome are the lack of connectivity of several of the City facilities, the need
to upgrade applicable hardware and to coordinate the desktop presentation of the
Hansen software.
Additionally, all data conversions must be identified, planned, executed and
validated. Interfaces into the New World Systems must be identified, planned,
executed, tested and validated. Procedures must be written, tested and
City of Fayetteville, Arkansas Page 13 of 28 Hansen Technology, Inc
implemented to ensure these interfaces work consistently over time and continue
to achieve desired results. Interfaces and interactions with other software
initiatives, such as the IVR, the City's website, the City's intranet, etc., must be
anticipated and adequately planned. The Oracle data base management software
must be installed and implemented accurately to fully support the Hansen product.
Adequate attention must be given to back-up and recovery as appropriate. [Filled
by City staff]
NEXT STEPS
The City asked a group of members of the Development Community to serve in an
advisory capacity and to respond to a survey questionnaire prior to a scheduled
meeting held on November 28, 2001. The purpose of the meeting of this advisory
group was two fold: (1) to begin to establish and/or strengthen lines of
communication between the City and the Development Community and (2) to allow
the City to gain meaningful and useful information from the members of the
Development Community so that we can learn from their experiences with the City,
which will lead to an improvement in the services we provide to them. This was a
facilitated meeting to ensure that facts presented were categorized and properly
discussed so that timely and appropriate follow-up could be initiated at the
conclusion of the meeting. The meeting was successful and the Project Team is
currently compiling its results.
The remainder of the PICCS project is currently being planned with the help of the
University of Arkansas, Department of Management. PICCS will be implemented
in phases. We expect the project plan to be completed during January of 2002. If
the Council approves the Hansen contract in early 2002, team members from
Hansen should be onsite in early February. The Hansen component of the PICCS
project should be completed by October, 2002.
City of Fayetteville, Arkansas Page 14 of 28 Hansen Technology, Inc.
Appendix A City of Fayetteville
PICCS Project 12/20/2001 Implementation
Team Structure
CITY COUNCIL
EXTERNAL ADVISORY
GROUPS
MAYOR
ADMINISTRATIVE
SERVICES DIRECTOR
PICCS STEERING
COMMITEE
PICCS IMPLEMENTATION
PROJECT MANAGER
CULTURAL CHANGE
ktunipal Management
COMMUNICATION.
MANAGEMENT
CT
SysSTEERING
TRAINING S TESTItC.
TECHNOLOGY
RNG COMMITTEE
AND DOCUMENTATION
COMMUNICAI ION
-vision
Customec Service
Internal
IS
-Comb Land Management
Measures
Pavement Management
External
onneGmty
BSpdnsibile C$
-Swetr
RAINING Q TESTINGMgm
-Data ease t
-Water
roue Dynamics
dvancod Inspections
Instructor Led (ILT)
-Desktop Integration
-Department
storm
arks
Computer Based (CST)
-Hardware Upgrades
Advocates
anUFleet
-
Suildin99
Self -Study
nterfaces/Conversk
Interactive Voice Response
9 (IVR)
On The Job (OJT)
-DOCUMENTATION
U-
-TDocument Imaging System
Mp format
I -Automated Field Inspection
'Fleet Operations System
Intranet
'Advanced Harsei, Features
Context Sensitive
City of Fayetteville, Arkansas Page 15 of 28 Hansen Technology, Inc.
I
APPENDIX B: BRIEF SUMMARY OF HANSEN MODULES
City of Fayetteville, Arkansas Page 16 of 28 Hansen Technology, Inc.
Hansen Software Descriptions
Sewer Hansen's Version 7.5 Sewer module provides tools to
effectively manage your sewer collections network. With the
Sewer product you can quickly identify all primary assets
including manholes, mainlines, lift stations, sewer nodes, and
service lines. You can visualize where in the network the
asset is found using Hansen's graphical Sewer Network
Browser. You can determine how expensive it was to find or
fix a problem by tracking employee costs, and you can issue,
track, and assign costs to parts from any number of
warehouses, as well as generating work orders for preventive
and unscheduled maintenance and group projects. In
addition, industry -specific field and TV inspection functionality
further enhances your ability to manage your sewer assets.
Storm Hansen's Version 7.5 Storm module provides tools to
effectively manage your storm collections network. With the
Storm product you can quickly identify all primary assets
including manholes, catch basins storm inlets, storm mains,
and storm channels. You can determine how expensive it was
to find or fix a problem by tracking employee costs, and you
can issue, track, and assign costs to parts from any number of
warehouses as well as generating work orders for preventive
and unscheduled maintenance and group projects. In
addition, industry specific field and TV inspection functionality
adds to Hansen's cradle to grave management of your storm
assets.
Water Hansen's Version 7.5 Water module provides tools to effectively
manage any water distribution utility. With the Water product you
can quickly identify all primary assets including valves, hydrants,
mains, meters, service connections, and various connectors of
various types. You can determine how expensive it was to find or
fix a problem by tracking employee costs, and you can issue, track,
and assign costs to parts from any number of warehouses as well
as generating work orders for preventive and unscheduled
maintenance and group projects. In addition, back flow assembly
test and hydrant flow test functionality adds to Hansen's cradle to
grave management of your water assets.
City of Fayetteville, Arkansas Page 17 of 28 Hansen Technology, Inc.
Hansen Software Descriptions, Continued
Street Hansen's Version 7.5 Street module provides tools to
effectively manage your transportation agency's assets using
the segmented model; most often used in urban settings. With
the Street product you can quickly identify all primary assets
including street intersections, segments, bridges, sidewalks,
signs, lights, trees, and landscape inventories. You can
determine how expensive it was to find or fix a problem by
tracking employee costs, and you can issue, track, and assign
costs to parts from any number of warehouses as well as
generating work orders for preventive and unscheduled
maintenance and group projects. In addition, industry specific
bridge inspection functionality adds to Hansen's cradle to
grave management of your street assets.
Parks Hansen's Version 7.5 Parks module provides tools to
effectively manage a complex of buildings and land on parks
from the municipal to national level. It incorporates several
aspects of Hansen modules including building, plant/fleet,
sewer, storm, water, and street in order to coordinate and
manage the variety of services and assets in a single complex.
You can determine how expensive it was to find or fix a
problem by tracking employee costs, and you can issue, track,
and assign costs to parts from any number of warehouses as
well as generating work orders for preventive and
unscheduled maintenance and group projects.
Plant/Fleet Hansen's Version 7.5 Plant module provides tools to effectively
manage your plant infrastructure and fleet of vehicles. With the
Plant product you can quickly identify all primary assets including
facilities, vehicles, equipment, and fluid storage unit inventories.
You can visualize where in the network the asset is found using
Hansen's graphical plant network browser. You can determine how
expensive it was to find or fix a problem by tracking employee
costs, and you can issue, track, and assign costs to parts from any
number of warehouses as well as generating work orders for
preventive and unscheduled maintenance and group projects.
Customer Hansen's Version 7.5 Customer Service module streamlines
Service recording customer problem calls, dispatching field personnel,
recording field inspections and their costs, and, if purchased with
Hansen's Asset Management solution, provides the link between
the customer call and the work in the field. With this tool, problem
resolution is tracked along with the total cost from the call to the
work.
City of Fayetteville, Arkansas Page 18 of 28 Hansen Technology, Inc.
Hansen Software Descriptions, Continued
Building Hansen's Version 7.5 Building module provides tools to
effectively manage your public building and facilities
infrastructure. With the Building product you can quickly
identify all primary assets including land boundary, parcel, and
ownership information. You can also determine how expensive
it was to find or fix a problem by tracking employee costs, and
you can issue, track, and assign costs to parts from any
number of warehouses as well as generating work orders for
preventive and unscheduled maintenance and group projects.
Combined Hansen's Combined Land Management solution includes all
Land three of the Hansen Land Management modules, which are
Management available separately. These are described briefly below:
Construction and Use Permits
Permit applications are a stage progression process.
Hansen's Version 7.5 Construction and Use Permits module
processes permit applications from the initial application, fee
payments, and plan review to issuing the final permit.
Processing time is improved by using registered contractors
and existing escrow accounts, attaching red lined electronic
plans, and because the appropriate forms appear based on
the application type entered.
Code Enforcement
Hansen's Version 7.5 Code Enforcement module processes a
case through initiation, scheduled activities, fee payment, and
final resolution. All relevant information is tracked including
the site owner, address, and parcel information, contact
names, parent/child information, and review detail. Code
enforcement is tightly integrated with other Version 7.5
modules including Customer Service and other Land
Management modules.
Licensing
Hansen's Version 7.5 Licensing module accepts license
applications and facilitates the process while tracking every
activity, accepting fees, and recording property, contact, and
detail information. The Licensing module has a built in link to
Construction & Use Permits and Code Enforcement so that
businesses and individuals can be tracked throughout the
jurisdiction. For example, contractors without a license can be
automatically blocked from applying for a permit.
City of Fayetteville, Arkansas Page 19 of 28 Hansen Technology, Inc.
Hansen Software Descriptions, Continued
Pavement Hansen's Pavement module is designed to complement the
Management Street and Roadway modules. Using condition assessment
System (PMS) tools you can configure the surface condition inspection to
match any pavement distress rating system. The resulting
condition indices can be used in pavement analysis and
finally, to generate benefit -based priority lists, multi -year
improvement programs, and/or short-term maintenance plans.
Hansen's This represents Hansen's standard and ad hoc reporting module
Windows using a combination of off -the -shelf Crystal Reports software and
Reporting Help Desk support. Clients have found that Version 7.5 includes
Module the majority of the reports they need. However, for your unique
reporting requirements, Crystal Reports, backed by training and
phone support from professionals familiar with Hansen software will
add the functionality you need.
City of Fayetteville, Arkansas Page 20 of 28 Hansen Technology, Inc.
Hansen Software Descriptions, Continued
SOFTWARE DESCRIPTIONS - ADVANCED COMPONENTS
Custom Menu With Hansen's Version 7.5 Custom Menu Editor component, you
Editor can add new menu items and group disparate program menu items
to suit individual user preferences as well as incorporate other
applications into the Version 7.5 desktop.
Dynamic Each DynamicPORTAL provided by Hansen is an intention -specific
PORTALT`' service portal that automatically manages communications with
citizens by securely linking your Web site directly to Hansen s
Version 7.5 applications. The first release is Customer Service,
with additional Version 7.5 service portals to include application
submission and status checks for permits, inspection, and license
renewals. Also included as a DynamicPORTAL service option is
the ability to perform secure online payments.
Dynamic Hansen's DynamicPORTAL for Customer Service represents
PORTALT"' for breakthrough technology that will securely link your citizen -
Customer based customer service Internet services directly to Hansen's
Service Version 7.5 applications. Citizens will be able to enter
complaints via your Web site, which will be directly linked, to
your V7.5 Customer Service module. DynamicPORTAL
provides a quick, easy, and integrated solution for your agency
to facilitate and broaden citizen -to -government access via the
Web.
Custom Tab With Hansen's Version 7.5 Custom Tab Editor you can add custom
Editor tabs as new forms with multiple data types and formats. In
addition, new data tables and fields can be added to the existing
data dictionary in multiple supported field types. The new tab is
neither affected by nor affects future upgrades to the software.
City of Fayetteville, Arkansas Page 21 of 28 Hansen Technology, Inc.
Hansen Software Descriptions, Continued
Advanced With Hansen's Version 7.5 Advanced Inspections component
Inspections, you can perform an unlimited number of types of inspections
Incl. Formula based upon user -defined criteria and formulas. It provides
'ry Inspections total flexibility to asset inspections that can be described in a
linear or nodal format. User -defined inspections can be
attached to work orders using spot inspections. Each activity
may have a separate type of spot inspection so that an almost
unlimited number of items may be collected. With Formula TV
Inspections, you can customize the condition ratings used in
closed captioned television inspections on sewer mains or
service lines.
Visual With Hansen's Version 7.5 Visual Resource Manager
Resource component, supervisors can manage all aspects of their
Manager resources from scheduling to costing, using a single form
within the system. This form provides all information
necessary for managers to perform their daily activities, and all
tasks required to complete these activities. Supervisors can
view pertinent data from their unique point of view and access
related information quickly and easily.
Spell Checker This component allows users to check spelling in text -based
fields in Version 7.5. This capability will appear in all fields
that are 30 characters or more in length and not read-only.
This includes the comment fields, and also free -form fields
within the system.
City of Fayetteville, Arkansas Page 22 of 28 Hansen Technology, Inc.
Hansen Software Descriptions - GIS
Desktop Hansen's Desktop Mapping component provides a direct two-way
Mapping interface between Version 7.5 and GIS products from either ESRI
or Intergraph. While in Version 7.5, the Desktop Mapping
component allows you to query records and dynamically display
them within your GIS product. Similarly, within your GIS
application, the Desktop Mapping component allows you to select
properties to query and dynamically display detailed Version 7.5
information. This component requires separate licensing of the
appropriate GIS products.
City of Fayetteville, Arkansas Page 23 of 28 Hansen Technology, Inc.
C
Hansen Professional Services
Onsite Training This represents a professional service fee to conduct training on
site. Workshops include entry level to advanced courses on all
aspects of Hansen's software.
Project This represents the management costs for administering all aspects
Management of the project including scheduling of professional services, project
quality and control, invoicing, telecommunication, and delivery
expenses. It includes a combination of on- and off -site
management services.
Data This item represents the cost for Hansen staff to perform data
Conversion conversion analysis services for the client. This will determine the
Analysis amount of data to be converted, the format of that data, the time
that will be required, and the total cost of the conversion. One of
the results of this analysis will be a specification document, agreed
upon by both parties, which will serve as the definition of the
upcoming data conversion project and include scope, method, and
cost.
System This represents the cost for Hansen staff to perform analysis
Interface of the requirements for designing a system interface between
Analysis Hansen's Version 7.5 and third -party applications. To perform
this analysis, Hansen will require the following for each third -
party application: the database schema, the platform on which
each application is running, and the specific information your
agency would like to have exchanged between our system
and the third party application. A key deliverable of this
analysis will be a specification document, agreed upon by both
parties, which will provide the actual development cost, a
project timetable, and the functionality that the new system
interface will have.
Software This represents the professional service fee for Hansen's project
Setup & staff to initialize the client's RDBMS with Hansen's Version 7.5
Installation tables. It also represents a professional service fee for installing
Hansen's Server and Client products on the client's hardware. Only
a certified representative of Hansen provides installation.
City of Fayetteville, Arkansas Page 24 of 28 Hansen Technology, Inc.
Hansen Professional Services, Continued
Hansen's This represents support costs for Hansen's products, including:
Annual Service
and • Product updates within the current series.
Maintenance • Toll free phone support M -F, 4 a.m. to 5 p.m. PST.
— Excluding: Presidents Day, Memorial Day, Independence Day. Labor
Day, Thanksgiving Day, Christmas Day, and New Years Day.
• A subscription to llansen's Network newsletter.
• Members only access to www.hanscn.com, including the Virtual Help
Desk, The Hansen Forum, Online Problem Report Form, and Crystal
Reports downloads.
City of Fayetteville, Arkansas Page 25 of 28 Hansen Technology, Inc.
Hansen - Other Products and Services
GIS This represents the costs to provide or develop interfaces between
Implementation Hansen's software and the customer's GIS platform (Requires
System Interface Analysis Services).
Onsite DBA This represents the fee for providing an on -site database
administrator who will install, configure, test, and manage the
appropriate database system to work in conjunction with
Hansen's Version 7.5 system.
Out -of -Pocket This represents the direct charges associated with the project
Expenses implementation, including but not limited to shipping, travel, hotel
accommodations, computer time, etc.
User Comprehensive documentation is provided with all of
Documentation Hansen's products. This includes training workbooks, data
element dictionaries and on-line help.
City of Fayetteville, Arkansas Page 26 of 28 Hansen Technology, Inc.
APPENDIX C: PRELIMINARY GANTT CHART FOR HANSEN IMPLEMENTATION
City of Fayetteville, Arkansas Page 27 of 28 Hansen Technology, Inc.
City of Fayetteville, Arkansas Page 28 of 28 Hansen Technology, Inc.
• STAFF REVIEW FORM
fl
X Agenda Request
Contract Review
Grant Review
is
For the Fayetteville City Council meeting of Januarvt200t'
FROM
Ted H. Webber
Name
Division
Admin. Services
Department
ACTION REQUIRED: Approval of a contract for Software and Implementation Services with Hansen Technology,
Inc. Approval of a budget adjustment is requested.
COST TO CITY:
$ 487.600
Cost of this Request
4470-9470-5801-00
5400-4000-5801-00
Account Number
99021
Project Number
BUDGET REVIEW:
Budge Manager
$ 263.000 Municipal Management System
Category/Project Budget Category/Project Name
Funds Used to Date Program Name
$ 263.000 Sales Tax Capital & Water/Sewer Funds
Remaining Balance Fund
X Budgeted Item ]budget Adjustment Attached
Administrative Services Director
CONTRACT/,RANT/LEASE REVIEW: GRANTING AGENCY:
//27/o/
Accounting Manager Date ADA Coordinator Date
ft/fl/or
City Attorney ate��L 1 ternal u rtor Dae
JT•��
Purchasing Officer Date
STAFF RECOMMENDATION: Approval of the Resolution and Budget Adjustment
Division Head Date Cross Reference
Deartment Director Date New Item: Yes No
A inistrative Services Director Date Prev Ord/Res 9:
Mayor Date Orig Contract Date:
Page 2
STAFF REVIEW FORM
Meeting
Comments:
Budget Coordinator
Accounting Manager
City Attorney
Purchasing Officer
ADA Coordinator
Internal Auditor
Reference Comments:
%U" &0 Acz Z(r7
FAYETTEVILLE
THE CITY OF IA }'EI7E VILLE, ARKANSAS
1'_ U ► a 1 :: ' 1 1
To: City Clerk ( )
From: Ted H. Webber, Director of Adminis t ve Services
Date: January 16, 2002
Subject: Hansen Contracts
Please send the originals of the three contract documents (the
Limited License Agreement, the Software Maintenance Agreement and
the P onal Services Agreement) to the following address, via UPS
or F EX whichever is less expensive. Representatives from Hansen
Information Technology, Inc. will sign these originals and return
them to us.
Mr. Perry Ginsberg
c/o Hansen Information Technology, Inc.
2330 Glendale Lane
Sacramento, CA 95825
Phone: (916) 921-0883
If
you have
any
questions,
please call.
Can these go out
today as
we
need to
get
this moving
as fast as
we can?
Thanks very much.
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/79
FAYETTEY&LE
THE CITY OF FAYETTEVILLE. ARKANSAS
DEPARTMENTAL CORRESPONDENCE
To: Ted H. Webber, Administrative Services Director
From: Heather Woodruff, City Clerk
Date: January 18, 2002
Please find attached a copy Resolution No. 7-02 approving a contract with Hansen Technology,
Inc. for software and implementation services for a City Work Order System. Three contracts
were sent by FedEx January 17, 2001 to be signed and sent back for Mayor Coody's signature.
The original will he microfilmed and filed with the City Clerk
Your Budget Adjustment form has been forwarded to Budget & Research for processing.
cc: Nancy Smith, Internal Audit
Stephen Davis, Budget & Research
Scott Huddleston, Information Technology Manager
010 03 City of Fayetteville
Update oIndex Maintenance
Document It Action
Reference Date Ref. Taken Brief
RES 1152002 7-02 SOFTW
Enter Keywords........:
File Reference #.......
Security Class........:
Expiration Date.......:
Date for Cont/Referred:
Name Referred to......:
•
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1/31/2002
8:32:28
A
Description
RE AND IMPLEMENTATION SEVICES
Retention Type:
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Yes
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(c) 1986-1992
Munimetrix Systems Corp.
STAFF REVIEW FORM
AGENDA REQUEST
MICROFILMED
x CONTRACT REVIEW i, /s/c
GRANT REVIEW
For the Fayetteville City Council meeting of
FROM:
Scott Huddleston Information Technology Administrative Services
Name Division Department
ACTION REQUIRED:
Approve Service Level Agreement with Hansen Information Technologies. Inc. for Hansen DynamicPortal. This agreement
incurs no additional cost to the City. Pricing referenced on page one of this agreement is part of a previous contract
between Hansen and the City of Favetteville aooroved with resolution 7-02 dated 01/15/2002.
COST TO CITY
0.00
Cosi of this Request Category/Project Budget Catogory/Project Name
Ac unt Number Funds Usod to Date Program Name
Project Number Remaining Balance Fund
BUDGET REVIEW:
, J f X Budgeted Item Budget Adjustment Attached
Adminstratrve Services Director
GRANTING AGENCY:
1� rrli4loz
Data rot at Auditor Date
Data ADA Coordinator Data
Purchasing Officer Date
STAFF RECOMMENDATION
Division Head Dato
Department Director Date
Il-<S-oZ
Date
// Date
Cross Reference
New Item: Yes No
Prev Ord/Res #:
Ong Contract Date:
Orig Contract Number:
STAFF REVIEW FORM
Page 2
Description:
Comments:
Budget Coordinator:
Accounting Manager:
City Attorney:
Purchasing Officer:
ADA Coordinator:
Internal Auditor:
Reference Comments:
HANSEN Information Technologies and the City Of Fayetteville, Arkansas
Software License and Service Level Agreement - DynamicPORTALTM
This Internet Service Agreement (Agreement) is made and entered into by and between HANSEN INFORMATION
TECHNOLOGIES INC. (HANSEN) and the City of Fayetteville, Arkansas (Fayetteville, the city), for license of
HANSEN's DynamicPORTALTM for Customer Service product, on _, 2002. DynamicPORTAL is a trade name
of and is owned and operated by HANSEN Information Technologies Inc. HANSEN and Fayetteville agree as
follows:
HANSEN owns the rights and possesses the intellectual property to certain computer software products and related
services from which HANSEN derives substantial economic value; and HANSEN desires to provide and
Fayetteville desires to receive a license to utilize HANSEN's software and related services over the Internet pursuant
to the terms and conditions set forth herein.
Therefore, in consideration of mutual promises set forth herein, the Parties agree as follows:
I) License Granted. HANSEN grants to Fayetteville and Fayetteville accepts on the following terms and
conditions a non-exclusive and non -transferable license to utilize HANSEN's Software, associated written
materials and documentation, and applications over the Internet. The Software may be used by Fayetteville
only for Fayetteville internal business requirements in relation to providing access to its citizenry and
performing administrative functions pertaining thereto and for no other purpose. The license enables the
"citizen" to submit Customer service problems, not Fayetteville or it s employees.
2) Owner of Software. Fayetteville recognizes that HANSEN shall continue to be the owner of the Software and
that the Software is not rented, loaned, or sold to Fayetteville. All rights not specifically granted in this
Agreement are reserved to HANSEN. Fayetteville will own data entered (not data structure) and retain
exclusive rights to the use of the data.
3) Transferability. The license rights granted herein and Fayetteville right to utilize HANSEN's software and
applications over the Internet are not transferable or assignable and may not be sublicensed.
to�,eop'/Syh2
4) Pricing. The license fee for the Customer Service DynamicPORTAL as indicated is SIS,OOH, plus professional
fees of approximately $5,000 for installation and configuration services, based upon Internet, server, and
network configuration. The initial annual Service and Maintenance fee is $3,000 due upon Fayetteville
"acceptance" or use of the application in a live production environment, whichever occurs first.
The Service and Maintenance fee for custom enhancements to the Customer Service DynwnicPORTAL
product, should they be requested, will be assessed based on actual development & license costs incurred for the
development of any enhancements to the standard Customer Service DynamicPORTAL product and will
increase the annual Service and Maintenance fee by 20% of the development costs.
The fee for any additional enhancements or functionality to the Customer Service DynamicPORTAL requested
by Fayetteville and accepted by Hansen will be billed on a time and materials basis and will be the costs of
Development and Consulting services required to program, test and implement the customization.
5) Term, This Agreement will commence upon Fayetteville's "acceptance" or use of the application in a live
production environment, whichever occurs first, and will continue in force for one year. The provisions that
operate to protect the intellectual property rights of HANSEN shall survive the termination of this Agreement.
After the initial term or any extension thereof, this Agreement shall automatically renew for a one year period if
neither party has given the other thirty (30) days written notice of its desire not to renew at the end of the initial
term or any extensions thereof. All recurring fees shall remain the same as the prior year unless Fayetteville is
provided written notice of a price change thirty (30) days prior to the expiration of the prior term. If the price
change is not acceptable to Fayetteville, the Agreement will not renew if Fayetteville so informs HANSEN in
writing prior to termination.
6) Services Provided.
a) HANSEN will provide Fayetteville with access to the Hansen Information Technologies' applications
that Fayetteville has licensed for use through the Internet for the term of this Agreement. The
applications licensed arc DnanicPORTALTM Customer Service.
b) Fayetteville will be able to utilize technical online support through HANSEN's help desk during the
normal help desk hours of operation.
c) Fayetteville's access will be to the most update HANSEN application. If an application is updated
during the term of this Agreement, Fayetteville's access will be to that updated application.
d) The Internet application(s) to be provided to Fayetteville will be hosted by HANSEN or a Hansen -
designated online service provider (hosting facility).
e) Fayetteville will receive one iteration of its User Interface, not exceeding two days of programming.
Additional customization will be charged at HANSEN's normal programmer rates. The iteration will
closely match Fayetteville's web site's look and feel.
7) Product Support Services.
A. Service Levels
HANSEN service levels guarantees only apply to the availability of the service at our hosting facility. Hansen is not
responsible for service interruptions caused by the Internet service provider of Fayetteville or internal systems
failures such as telephone or network service interruptions or normal or unplanned service lapses in availability to
the HANSEN installation and data base resident and managed by Fayetteville. Specific additional exclusions also
include:
• Corruption in Internet router information within a Tier I Internet router server environment;
• Major connectivity failures within or between Tier I Internet service providers;
• Corruption in Internet router information at any public or private exchange point;
• Corruption of root level DNS services;
• Third party software problems out of IANSEN's reasonable control;
• Vandalism (unless due to Hansen's failure to maintain reasonable security).
B. Site Design and Maintenance
HANSEN agrees to provide a one-time incorporation of Fayetteville's web site presence into the
DynamicPORTAL' site to be transparent to the user. Fayetteville agrees to provide all necessary web page
templates and all required files needed to create Fayetteville's look and feel scheme within DynamicPORTALM in
an orderly and timely manner. Once the initial site is accepted, any changes that take less then two hours such as
text editing the site's footer and that do not require programming are covered under the city's SMA at no additional
cost. Requested changes requiring more then two hours and/or require programming will he accommodated at an
additional charge based on the time and materials required.
C. Application Server Installation
HANSEN Agrees to provide software installation on the DynamicPORTAL application server housed at
Fayetteville's data processing facility. This server needs to meet HANSEN specifications and be fully installed prior
to HANSEN's loading ofDynamicPORTAL Software.
Once the installation is completed. Fayetteville will be able to utilize technical on-line support through HANSEN's
help desk during the normal help desk hours of operation.
D. Support Guidelines and Event Escalation Services (During Normal Help Desk
Hours)
Service Periods of Support
The following schedule shows the hours of support for DynamicPORTAL hosted components:
• 7 days a week, 24 hours a day, 365 days a year.
The following schedule shows the hours of support for Dynamicl'ORTAL:
• Monday through Friday 4 a.m. -5 p.m. PST/PDT.
Severity Levels (Priority)
Hansen's support team utilizes the following Severity Levels to prioritize responses to client's DynamicPORTAL-
related problems. This enables Hansen to assign resources quickly to mission -critical problems enabling clients to
be back up and running promptly.
Severity
Description
Example
I
User DOWN
Major component not working.
(immediate
response)
Serious database problem.
Complete loss of network services.
Mission -critical impact to business functions.
2
Critical Problem,
Associated functions not working and no workaround.
No Workaround
Within 4 to 24
Intermittent loss of network services.
hours
Moderate to severe impact to business functions.
3
Problem with
System / Function error that can be bypassed and continued.
Workaround
System / Function errors that occur outside normal routine.
Within 8 to 24
hours
Specific data related problems and questions.
Low to moderate impact to business functions.
4
As Time Permits
Suggestions.
Possible design problems.
Questions.
No impact to business functions.
How to reach us
This section provides instructions on contacting the Hansen Helpdesk for technical support services provided by
Hansen Information Technologies.
Types of Support Available
Emergency Support
Emergency support is available for Severity I issues. A Severity I support issue involves a mission -critical
operation that is halted. Mission -critical operations include system -down situations as well as situations where an
operation vital to the client's success cannot be performed, resulting in potential threats to the financial or legal
obligations of the client.
Examples of Severity I support situations include: major component (ASA server) not working.
During regular support hours, emergency calls, emails, online service requests and faxes are triaged through
Hansen's Helpdesk and arc coded and given the highest priority attention based on severity levels. Non -emergency
situations will be handled within the normal guaranteed response times for the severity level assigned.
Telephone Support
If you initiate a telephone support call to the Helpdesk during regular support hours, a Helpdesk Representative will
be available to discuss your support issue and provide initial triage in order to determine the severity level of your
problem and the appropriate routing and/or escalation procedures required.
Online Support
Ilansen Information Technologies' Helpdesk uses a custom version of DynamicPORTALTM to ensure that your
DynamicPORTALTM implementation is readily available to your citizens when they need it. The Hansen Helpdesk
DynamicPORTALTM is accessible to Hansen clients via the Members Only portion of I Jansen's Internet web site at:
http://www. hansen.cont/menibers
Be sure to include as many details about the situation and previously attempted solutions as possible so support
Representatives are able to provide you with prompt and accurate responses.
When a report is entered via the Hansen Helpdesk DynamicPORTALTM the client receives their Customer Service
Request number (CSRN) through an automatic response sent to their email address. Another email is sent to
helpdcsk a)hansen.cont notifying Helpdesk staff that a problem has been added to the database via the Hansen
Helpdesk DynamicPORTALTM. Upon receiving the email notification a Helpdesk Representative will begin the
triage process. During regular support hours Hansen's internal problem tracking system that automatically receives
Dynamicl'ORTALTM service requests is checked every hour.
Helpdesk Representatives will receive and process all incoming emails for helpdeskCa).hansen.com, as soon as
possible but typically within I hour after received. During regular support hours, the Helpdesk voice mail system is
checked hourly.
Fax Support
If you have additional information about an outstanding support incident, you can fax the information to Hansen's
Helpdesk. Include the CSR# for the problem incident, your name, your agency's name and your phone number on
all faxes.
Helpdesk Representative will receive and process all incoming faxes as soon as possible but typically within I hour
after received. During regular support hours, the fax machine is checked hourly.
FTP Site Use
If you have data files related to the problem incident, clients might be asked by Hansen Helpdesk Representatives to
use Hansen's File Transfer Protocol (FTP) site. A password is required to use this FTP site. To obtain an FTP
password, contact Hansen's Helpdesk. Hansen's FTP site is checked on an as needed basis per related incident.
E. Security
Hansen utilizes Windows 2000 security features to protect information gathered or accessed over the web in
addition to the security features implemented in the firewall and DMZ specified in the system requirements portion
of this document. Actual implementation will need to be finalized prior to the •' go live" date. The Windows 2000
distributed security services include:
• Strong user authentication and authorization.
• Secure communications between internal and external resources.
• The ability to set and manage required security policies.
• Automated security auditing.
• Interoperability with other operating systems and security protocols.
Services Not Provided.
a) Any service not included in Provision 5 above.
8) Additional Services.
Services outside
the scope of those described in Provision 6 herein may be purchased on
a Time and Materials
basis, Flat Fee
basis, or at
a negotiated price. The current established hourly rate is
$187.50 with a minimum of four hours.
The hourly
rate may change without notice.
10) Responsibilities of Fayetteville
a) Fayetteville will be responsible for assigning a DynarnicPORTALTM administrator who will serve as the
Hansen point of contact for all service related issues. This is the first person contacted for normal
reporting or in the event of performance or maintenance issues arising.
b)
Fayetteville is
responsible
to report any
and all performance issues to Hansen
immediately.
If problems
are known but
unreported
Hansen is not
responsible for their resolution.
c) Fayetteville is responsible for having Hansen V7.6 and the modules associated with the
DynamicPORTALTM implementation active in the Fayetteville production environment prior to
DynamicPORTALTM final development/implementation. (This requirement is necessary because
DynamicPORTALTM is dependent upon certain tables in the Hansen V7.6 Database.)
d) Fayetteville will be responsible for maintaining at least a high speed connection to Fayetteville's Internet
Service Provider with Fayetteville's Internet Server. Fayetteville is responsible for insuring that its
Internet connection and related hardware are adequate, reliable and up to "industry standards."
e) Fayetteville is responsible for providing a secure DMZ configurable with a port configuration firewall.
I) Fayetteville will install the Internet Server in accordance with the suggested preliminary configuration
and specifications as received in Hansen's Pre -Installation document. that states:
Application Server Requirements
a. Microsoft Windows 2000 Server
b. Oracle or SQL Server client that corresponds to the version of Oracle or SQL Server on the
Database Server
g) Fayetteville is responsible for all licensing requirements associated with its Fayetteville Equipment,
including without limitation, to ensure that licenses for Fayetteville's databases and other software are
not violated by the DynamicPORTALTM Services. HANSEN is not responsible for obtaining for
Fayetteville necessary licenses for solution components housed on Fayetteville's equipment.
h) Fayetteville shall designate, in writing, emergency contacts,
including name, address,
telephone, pager
and/or email addresses, who will be the primary emergency
contact to
be notified in
the event of an
emergency related to the supporting architecture under this
Agreement.
Fayetteville
may modify its
contact, address, and other notification methods periodically with written
notice of such modification to
HANSEN.
II) Default and Termination. If Fayetteville is in default of any term or condition of this Agreement, HANSEN
may terminate Fayetteville right to access the license applications ten days after giving notice of the default
to Fayetteville If Fayetteville cures the default within ten days of notice of default; Fayetteville's rights will not
be terminated.
12) Confidentiality. HANSEN and Fayetteville will regard and preserve as confidential all information related to
each other's business and their clients that are obtained from any source as a result of this Agreement. Neither
HANSEN nor Fayetteville will, without first obtaining the other's written consent, disclose to any person, firm
or enterprise any such information, that is not related to the normal business activities involved herein.
13) Acceptable Use Policy.
Fayetteville agrees to abide by Hansen's acceptable use policy for all DynamicPORTAL Services. The use
policy includes the following prohibitions:
• Using the Services to violate any law;
• Using the Services in a manner which presents a material security risk or will interfere materially with the
continued operation of a data center or the Services;
• Using the Services in a manner that infringes another's intellectual property rights;
• Using the Services in a tortuous manner, including without limitation engaging in libel, defamation,
harassment, misappropriation of trade secrets, intentional misrepresentation or fraud, or publication of
private information without the permission of the person(s) involved;
• Introducing viruses, Trojan horses, trap doors or other destructive software or surreptitiously intercept or
expropriate any system, data or personal information;
• Intentionally omitting, deleting, forging or misrepresenting transmission information, including headers,
return addressing information and IP addresses, in violation of applicable law;
• Using the Services to gain illegal or unauthorized access to other computers or networks through hacking
or other means;
• Assisting in or permitting any persons to engage in any of the activities described above.
14) Implementation. Each party will take such action in a timely manner as may be reasonably necessary or
reasonably requested by the other party for the performance of this Agreement.
15) Disclaimer of Warranties. HANSEN MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT
EXPRESSLY SET FORTH IN THIS AGREEMENT. HANSEN DISCLAIMS AND EXCLUDES ANY AND
ALL IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE
ANI) NON INFRINGEMENT. HANSEN DOES NOT WARRANT THAT THE APPLICATIONS LICENSED
WILL SATISFY Fayetteville REQUIREMENTS, OR THAT THE SOFTWARE OR DOCUMENTATION IS
WITHOUT DEFECT, OR ERROR OR THAT THE OPERATION OF TILE APPLICATIONS WILL BE
UNINTERRUPTED OR ERROR -FREE.
16) Limitation on Liability. THE AGGREGATE LIABILITY OF HANSEN OR HANSEN'S HOSTING
SERVICE ARISING FROM OR RELATING TO THIS AGREEMENT OR THE APPLICATIONS
UTILIZED, OR DOCUMENTATION (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G.,
CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE), INCLUDING UNDER
ANY INDEMNIFICATION PROVISION HEREOF, IS LIMITED TO THE TOTAL FEES PAID BY
Fayetteville UNDER THIS AGREEMENT. HANSEN SHALL NOT IN ANY CASE BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT
RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE, LOSS OF
DATA, COSTS OF RE-CREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR
PROGRAM, OR CLAIMS BY ANY PARTY OTHER THAN Fayetteville
17) Sole Remedy and Allocation of Risk. Fayetteville SOLE AND EXCLUSIVE REMEDY AND HANSEN'S
SOLE AND EXCLUSIVE LIABILITY IS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT
DEFINES A MUTUALLY AGREED -UPON ALLOCATION OF RISKS, AND THE AMOUNT PAYABLE
TO HANSEN BY Fayetteville REFLECTS SUCH ALLOCATION OF RISK.
18) Force Maeieure. Neither party shall be responsible for failures or interruptions of communications facilities or
equipment of third parties, labor strikes or slowdowns, natural disasters, world events, trespass or interference
of third parties, or similar events or circumstances outside its reasonable control.
19) Modification, Amendment, Supplement or Waiver. No modification, amendment, supplement to or waiver
of this Agreement or any of its provisions shall be binding upon the parties unless made in writing and duly
signed by authorized representatives of both parties. A failure or delay of either party to this Agreement to
enforce any of the provisions of this Agreement, or to exercise any option herein provided, or to require
performance of any of the provisions hereof, shall not be construed as a waiver of such provision of this
Agreement.
20) Severability. In the event any one or more of the provisions of the Agreement is for any reason be held to be
invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the
invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which comes
closest to the intention of the parties underlying the illegal, invalid or unenforceable provision.
• 21) Relationships of the Parties. HANSEN and Fayetteville are independent of each other. This Agreement does
not and is not intended to create in any way or manner or for any purpose an employee -employer relationship or
a principal -agent relationship. Neither party is authorized to enter into Agreements for or on behalf of the other,
to create any obligation or responsibility, express or implied, for or on behalf of the other, to accept payment of
any obligations due or owed the other, or to accept service of process for the other. Under no circumstance or
interpretation will this Agreement be construed as a work for hire.
22) Marketing and Publicity. HANSEN reserves the right to release Fayetteville lists promotional materials
regarding the marketing of the DynamicPORTAL system. Hansen will not misrepresent its relationship with
DynamicPORTAL Fayettevilles; quote, or otherwise imply endorsement of the system without prior written
approval from the Fayetteville.
23) Entirety of Agreement. The terms and conditions of any and all appendices, exhibits, schedules, and
attachments to this Agreement are incorporated herein by this reference and shall constitute part of this
Agreement as if fully set forth herein. Article and paragraph headings used herein are for reference purposes
only and shall not be deemed a part of this Agreement. This Agreement, together will all appendices, exhibits,
schedules and attachments hereto, and the Service and Maintenance Agreement, constitute the entire Agreement
between the parties and supersedes all previous Agreements including promises and representations, whether
written or oral, between the parties with respect to the subject matter hereof.
24) Attorney's Fees. In the event of any litigation, arbitration or other proceeding between the parties relating to
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other reasonable costs
incurred in connection therewith and in pursuing collection, appeals, any other relief to which that party may be
entitled.
25) Nonwaiver. The failure of HANSEN to insist or enforce strict performance by Fayetteville of any of the
provisions of this Agreement, or to exercise any rights or remedies under this Agreement, will not be construed
as a waiver or relinquishment to any extent of HANSEN's right to assert or rely upon any such provisions,
rights or remedies in that or any other instance; rather the same will remain in full force and effect.
Accepted By:
Fayetteville, Arkansas:
HANSEN I>MRMATION TECHNOLOGIES:
Signature Signature
Name
Title
Date
Name
O
Title
1O/7 o
Date
FAYETTEeI LLE
TN( CITY OF FAYETTEVILLE. ARKANSAS
DEPARTMENTAL CORRESPONDENCE
To: Scott Huddleston, Information Technology Manager
From: I leather Woodruff, City Clerk
Date: November 24, 2002
Attached is a copy of the staff review form and signed agreement with Hansen
Information Technologies. The original will be microfilmed and filed with the City
Clerk.
Cc: Nancy Smith, Internal Auditor