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HomeMy WebLinkAboutMHC SOFTWARE, INC. (2)INSURANCE NOT REQUIRED N- 2014 -149 WORK PRY PROCEED CLERK OF COUNCIL GATE, %ON 1 120" EMAIL REMITTANCE SOFTWARE LICENSE AND MAINTENANCE AGREEMENT rtue This Software License and Maintenance Agreement ( "Agreement ") is entered into between MHC Software, Inc., 11900 Portland Avenue South, Burnsville, MN 55337 ( "MHC") and City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, located at 20 Civic Center Plaza, Santa Ana, CA 92701 ( "Customer "). 1. Definitions. Software. The term "Software" shall mean the Email Remittance Module for Accounts Payable (AP) and Remittance Attachments computer program in object code only and the respective user manuals with the key features as described in Exhibit A, which is incorporated by reference into this Agreement. The term "Software" includes any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to such computer program and user manuals. Site License Use A site is defined as a specific office building with a specific address, or a contiguous group of buildings at a "campus" location. The licensed site for the purpose of this software agreement is: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. A "Seat" is defined as a copy of the Software being loaded on a single computer. Customer must acquire one copy of the Software for each computer "Seat" on which the Software will be installed. One backup copy of the software may also be loaded on a computer and used for processing. MHC shall grant Customer permission to move the Software to another site in the event Customer is unable to operate the Software at the site specified in this agreement such as in the event of a disaster or a relocation of Customer's operations or its data center. License Effective Date. This Agreement and the license granted hereunder shall take effect upon the date that the last party executes this Agreement. 2. License. MHC grants to the Customer, pursuant to the terms and conditions herein, a perpetual, nonexclusive, nontransferable license to use the Software. License Fee. Concurrently with the commencement of this Agreement Customer shall pay to MHC a one -time license fee of $10,995.00. Restrictions on Use. Customer agrees to use the Software only for Customer's own business. Customer shall not (i) permit any parent, subsidiaries, affiliated entities or third parties to use the Software, (ii) process or permit to be processed the data of any other party, (iii) use the Software in the operation of a service bureau, or (iv) allow access to the Software through any terminals located outside of Customer's Site except for remote access by Customer's staff. The policy limits do not act as a limitation upon the amount of indemnification to be provided by MHC. 6. Limited Warranty. From your date of purchase through the period for which the Customer purchases maintenance of the Software from MHC, MHC warrants that (i) the Software will substantially conform to the applicable user documentation and (ii) that the magnetic media on which the Software is distributed and the user documentation (if any) are free from defects in materials and workmanship. MHC will, at its option, refund the amount you paid for the Software or provide you with corrected items at no charge provided that the defective item(s) is returned to MHC. Any misuse or unauthorized modification of the Software will void this limited warranty. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, MHC MAKES NO WARRANTY, REPRESENTATION, PROMISE, OR GUARANTEE, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, USER DOCUMENTATION OR RELATED TECHNICAL SUPPORT, INCLUDING THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, FREEDOM FROM ERROR OF THE OPERATION, USE AND FUNCTION OF THE SOFTWARE. The warranty and remedies set forth herein are exclusive and in lieu of all others, oral or written, express or implied. No MHC dealer, distributor, agent or employee is authorized to make any modification or addition to this warranty. This warranty gives you specific legal rights, and you may also have other rights, which vary from state to state. 7. Limitation of Liability. Because software is inherently complex and may not be completely free of errors, it is your responsibility to verify your work and to make backup copies, and MHC will not be responsible for your failure to do so. In no event will MHC be liable for indirect, special, incidental, tort, economic, cover or consequential damages arising out of the use of or inability to use MHC products or services, including, without limitation, damages or costs relating to the loss of profits, business, goodwill, data or computer programs even if advised of the possibility of such damages. In no case shall MHCs' liability for money damages exceed the amount paid by you for the Software out of which such claim arose. The foregoing limitations shall not apply to claims relating to death or personal injury which arise out of products deemed to be constiuner goods under applicable law. Some states or provinces do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damage, so the above exclusion or limitation may not apply to you. No action or claim relating to this Agreement may be instituted more than one (1) year after the event - giving rise to such action or claim. This contract will be governed and construed in accordance with the laws of the State of California and any action taken regarding this agreement will take place in Orange County, California. 8. Maintenance and Future Improvements. The software purchase and subsequent maintenance subscription entitle the Customer to the following maintenance services: MHC Software upgrades, continuing compatibility with ERP Applications, forms design and interface changes required by an ERP Software upgrade, and customer service and technical support in the first 90 days after purchase. The initial 90 -day maintenance is included in the Combined system purchase price /License Fee. Upon the signing of this Agreement, Customer and MHC have entered into the following Maintenance Agreement: commencing after 90 days of the License Effective Date Customer will pay an annual maintenance fee to receive all maintenance, support and future improvements to the Software. Each year's maintenance term will begin on July 1 and proceed through June 30 of the following year. The annual maintenance fee will be 18% of the then current list price at the time the maintenance fee is due. In no event shall any increase in the maintenance fee exceed 3% of the previous year's maintenance fee. Annual maintenance fee payments will commence 90 days after the License Effective Date. The first annual maintenance fee will be pro -rated through the period ending June 30, 2015. At the end of each year's maintenance term, the Maintenance Agreement shall renew for successive one year terms unless thirty days written notice is given by either party to the other in advance of the expiration of such term. This Maintenance Agreement also entitles the Customer to ongoing customer service and technical support while the maintenance contract is in effect. MHC shall provide telephone support during the hours of 8:00 am to 5:00pm Central Time, Monday through Friday, exclusive of national holidays. a. Support window of 8:00am to 5 :00pm Central Standard Time Support. b. During crucial processing times, the MHC will make a support representative available for after hours calls. Examples of these situations include a first live run using the software or a special -- accounts payable run. Any special hours must be schedule ahead of time with MHC. C. Response times to support calls are handled within four hours; however, knowing the crucial nature of printing checks, calls are usually handled much faster. d. Emergency situations can be handled with a paging option for emergency calls during normal support hours. All calls are routed through the MHC Customer Service Tenn. The service team will escalate the calls if necessary getting a technical staff member involved to help with trouble shooting or programming changes. The Maintenance Agreement does not include additional Custom Programming Services not licensed for under this Agreement, on -site support or training, and hardware or related supplies. MHC reserves the right to terminate the Maintenance Agreement if the Customer is over 30 days delinquent on payment of goods or services to MHC. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any purchase order, the terms and conditions of this Agreement shall control. 9. General Provisions. Complete Agreement. The parties agree that this Agreement and all incorporated Exhibits, is the complete and exclusive statement of the agreement between the parties, which supersedes 4 and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties. Additional software products or licenses may be purchased through an amendment to this Agreement. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. Corporate Authority. Each individual executing this Agreement on behalf of any corporation or other entity, which is a party to this Agreement, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said entity. Notices. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or other means that displays the original or a copy of the signatures. All notices required or permitted to be given hereunder shall be in writing and may be personally served, or deposited in the United States mail registered or certified, return receipt requested, and postage prepaid. Mailings shall be addressed as follows: MHC: MHC Software, Inc. Attn: Catherine Beattie 11900 Portland Avenue South Burnsville, MN 55337 Customer: City of Santa Ana Finance and Management Services Agency Attn: Francisco Gutierrez 20 Civic Center Drive (M -17) P.O. Box 1988 Santa Ana, CA 92702 or to such other address as such parry shall have specified most recently by written notice delivered in such manner. Mailed notice shall be deemed given on the third business day following the date mailed. Successors and Assigns. The Agreement shall be binding upon each of the parties, its successors and assigns. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. Jurisdiction — Venue. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, Terms and Conditions, This Agreement is subject to the above provisions all of which are hereby agreed to by MHC and Customer. MHC shall provide Software to Customer via electronic download. The Customer will pay any and all sales and use taxes required by law, In states that MHC does not collect sales tax, Customer agrees to pay any applicable use tax directly to the appropriate authority. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. Accepted for Customer: CITY OF SANTA ANA By: (Signature) Name: _ David Cavazos (Please type or print name) Title: City Manager Date: f/ ,_4'7y—/ � ATTEST: ' Maria D Huizar, Clerk ofc Council APPROVED AS TO FORM: Sonia C,q valho, City A 72 ney By: iI 77 p Straka, Assistant Crty Attoiney Accepted for MHC Software, Inc.: By: (Signature l Name: Z:3-a, (Please type or print name) Title: _ (MHC Software, Inc.) ` Date:,-- 9 % RECOMMENDED FOR APPROVAL: Nr*ay\iJ.�P., Francisco Gutierrez, Executive Director Finance and Management Services Agency Exhibit A Software Key Features Inclusions Price Email Interfaces to Lawson AP 150 remittance file One Site -One User Seat, $5,995 Remittance and another .esv file with additional One backup Seat and One Module for information to be mapped on the remittance Test Seat AP document Fully integrated Creates the ACH remittance advice in the Document Express Customer's desired layout Module Generates a PDF of the remittance advice Retrieves the vendor and sends it to payee's email address email address from the Allows Customer to designate sender email AP 10 in Lawson Allows globally customizable message and Correctly retrieves subject line pulling defined values from the multiple "remit to" document (i.e. payment date) addresses As an alternative, allows Customer to store emails in the Document Express Database Remittance Document Express to read a field in Lawson Unlimited volume $5,000 Attachments A'P150 output file to confirm which processing documents in a designated vendor folder to Current List Price $5,995 attach with the Email Remittance being emailed Suggest using a special character to indicate that the comment line is the file name to attach Total Software $10,995 Payment Terms: Net 30 days Software I Telephone or Web meeting(s) Included Installation and Optional on -site installation (1 day) $1,500 /day plus Training reasonable travel Post - Implementation Support: For Customers who choose to make technological platform changes or resource support changes post - implementation (i.e., after 30 days of MHC software use in a production environment), MIIC will support the additional effort required to complete the changes on a time and materials basis, based on a to -be- estimated amount of hours at the current MFIC billable rate. 7 Software Maintenance: The annual maintenance fee is 18% of the license fee listed below: Email Remittance Module for AP Annual Maintenance Fee $1,079.10 Remittance Attachments Annual Maintenance Fee $1,079.10 Total Annual Maintenance Fee $2,158.20 The first maintenance fee will be pro -rated to end on June 30, 2015, so that beginning July 1, 2015, maintenance for all MHC software will be billed annually and concurrently on the same cycle.