GENERAL TERMS AND CONDITIONS AGREEMENT
Temple College, located at 2600 S. First Street, Temple, TX 76504-7435 and DATATEL, INC.
("Datatel") agree on this _____ day of __________, 2000, that the following terms and conditions will
apply to any goods sold and services provided under this agreement ("Agreement”).
1.
Fees. Temple College agrees to pay to Datatel the purchase price and fees in the amounts
set forth in Attachment A through E hereto for the goods and services provided hereunder.
2.
Invoices. Datatel shall invoice Temple College for the Net Cash Balance Due shown on
Attachments A and B (hereinafter "Software") and Attachments C and D (hereinafter "Services") upon
delivery of Software licensed hereunder. Datatel shall invoice Temple College upon shipment of any
equipment as described in Attachment E (hereinafter "Equipment").
3.
Payment Terms. Payment terms are net cash due and payable fifteen (15) days after
receipt of any invoice issued by Datatel under this Agreement. Interest shall accrue on any amounts due
and unpaid more than thirty (30) days after the invoice is received at a rate equal to the lesser of 1 1/2%
per month, or the highest rate permitted by law. In the event that Temple College questions the amounts
charged on any invoice, it must communicate those questions to Datatel within five (5) business days of
Temple College's receipt of such invoice.
4.
Datatel's Representations, Warranties and Indemnities.
Datatel warrants and
represents that it has the right to license Temple College's use of the Software licensed under this
Agreement. Datatel further represents and warrants that it has good and marketable title to the Software
and any Equipment sold hereunder free and clear from all liens, encumbrances and claims of infringement
of patent, copyright, trade secret or other proprietary rights of third parties. In the event that any third
party makes a claim or files a lawsuit challenging Temple College's right to use the Software or
Equipment, Datatel shall indemnify Temple College and hold it harmless for any damages assessed
against it as a result of said claim or lawsuit, and for any monies paid in settlement thereof, up to a
maximum of the amounts paid to Datatel under this Agreement. In addition, Datatel shall indemnify
Temple College and hold it harmless for all reasonable attorneys' fees and associated costs incurred in
connection with the defense of such claim or action; provided, however, that Datatel shall have the sole
and exclusive right to select and retain counsel for Temple College in connection with the defense
thereof, and shall make all decisions relating to the conduct of the Temple College's defense and any
settlement made on behalf of Temple College. Datatel software described in Attachments A and B is
warranted to perform in accordance with supplied user documentation for one (1) year from the date of
this Agreement.
5.
Limitation on Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, DATATEL MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY CONCERNING ANY GOODS LICENSED OR SOLD OR SERVICE PROVIDED
UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.
Limitation on Remedies. In no event shall Datatel be liable to Temple College for any
damages or indemnity exceeding the sum of all amounts actually paid by Temple College to Datatel under
this Agreement, or for any lost profits, lost savings, or any other indirect, special or consequential
damages, regardless of the legal theory, and irrespective of whether Temple College advises Datatel of
the possibility of such damages.
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 1 of 12
(rev: 8/98)
No: T10:101700:D1
7.
Confidential Information. All Software licensed to Temple College under this
Agreement is proprietary and confidential information owned by Datatel, and embody substantial and
commercially valuable trade secrets of Datatel. Datatel's Software, and any other proprietary and
confidential information owned by Datatel and disclosed to Temple College, shall not be disclosed by
Temple College to any third party, including without limitation any agent or contractor of Temple
College, without the prior written authorization of Datatel, and upon such terms and conditions as Datatel
shall require. Any proprietary and confidential information of Datatel, including without limitation its
Software, shall be treated by the Temple College as it would protect its own confidential and proprietary
information. Temple College shall enter into written agreements, the form of which shall be approved in
advance by Datatel, with Temple College 's employees, and with any agents or contractors of Temple
College to whom disclosure of Datatel's proprietary and confidential information is approved in advance
by Datatel, providing for the non-disclosure and protection of any proprietary and confidential
information owned by Datatel and disclosed to Temple College pursuant to this Agreement. Any such
proprietary and confidential information of Datatel disclosed pursuant to this Agreement shall be clearly
marked with an appropriate legend identifying it as Datatel's proprietary and confidential information.
8.
Travel and Living Expenses. All reasonable and necessary travel and living expenses
incurred by Datatel employees, contractors and agents in connection with performance of Datatel's
obligations hereunder shall be payable by Temple College upon receipt of Datatel's invoice containing
such expenses.
9.
Taxes. All taxes, of whatever nature, arising or resulting from this Agreement, except for
taxes based on the net income of Datatel, shall be borne by Temple College. Temple College shall
indemnify and hold Datatel harmless from liability for such taxes.
10.
Enforcement. If Datatel is required to enforce the terms and conditions of this
Agreement because of Temple College's failure to comply in a timely fashion with its obligations, Datatel
shall be entitled to recover from Temple College the full amounts of all collection and enforcement costs
incurred by Datatel, including and without limitation, all reasonable attorneys' fees and related expenses.
11.
Termination. This Agreement may be immediately terminated by either party at any
time upon its discovery of a material breach by the other party of its obligations thereunder, including
without limitation the timely payment of all invoices pursuant to paragraph 3 above; provided, however,
that the first party first provide written notice to the other party of its material breach of this Agreement,
and that such breach not be cured within thirty (30) days after receiving such written notice; and further
provided, that the aforementioned opportunity to cure need not be provided in the event of Temple
College's breach of the obligations set forth in paragraph 7 hereof.
12.
Notices. Any notice given under this Agreement shall be provided to the parties at the
addresses shown below, unless notice of a different addressee and/or address is provided in writing by
one party hereto to the other.
13.
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, without reference to conflict of law principles.
14.
Entire Agreement; Amendments. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof, and supersedes any prior understanding between the
parties, whether written or oral. This Agreement can be amended only in writing signed by the parties.
15.
Severability; No Waiver. In the event that any term or condition of this Agreement is
determined to be invalid, illegal or otherwise unenforceable, such determination shall have no effect on
the other terms and conditions, which shall continue to be binding upon the parties hereto. Lack of
enforcement of any term or condition in this Agreement shall not be construed as a waiver of any rights
conferred by such term or condition.
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 2 of 12
(rev: 8/98)
No: T10:101700:D2
16.
No Assignment. The rights and obligations established in this Agreement shall not be
assigned or otherwise transferred to a third party without the prior written consent of the non-transferring
party.
17.
Paragraph Headings. The headings of paragraphs contained herein are for references
purposes only and do not represent substantive terms and conditions of this Agreement.
SOFTWARE TERMS AND CONDITIONS - PERPETUAL TERM SOFTWARE
18.
Grant of Perpetual License. Datatel hereby grants to Temple College a nonexclusive,
nontransferable, perpetual license to use the Software described in Attachment A ("Perpetual Term
Software") solely for internal business purposes on the central processing unit ("CPU") specified in that
Attachment. In the event that CPU is affected by an equipment malfunction, Temple College may use the
Perpetual Term Software temporarily in connection with another central processing unit during the period
of such malfunction.
19.
Limitation on Rights Granted. The rights granted Temple College under this
Agreement are limited to the express terms hereof. Datatel does not grant Temple College any right to
use, reproduce, reverse engineer, publish, license, distribute, disseminate, sell or otherwise make available
to any third party the Perpetual Term Software, except as expressly set forth herein. All title and
proprietary rights, whether tangible or intangible, including but not limited to copyright, trademark and
trade secret rights, in and to the Perpetual Term Software are retained by Datatel.
20.
Source Code Escrow. Datatel warrants that a machine-readable copy of the source code
corresponding to the Software described in Attachment A is in the custody of an independent escrow
agent (the "Escrow Agent"). The most recent revision of the source code shall be deposited with the
Escrow Agent annually. Datatel shall register Temple College as a qualified recipient of the source code
entitled to receive a copy of the source code only if all of the following conditions occur: a) Datatel or any
successor to all or substantially all of Datatel's business becomes dissolved and ceases to do business; b)
Temple College has a current license to use the Software; and c) Temple College has signed a Source
Code Release Agreement limiting transferability and assignment rights of the Temple College for the
source code. In these circumstances, Datatel shall be deemed to have granted Temple College a
nonexclusive, nontransferable license to use the machine-readable copy of the source code to support its
internal use of the Software under the provisions of this Agreement.
SOFTWARE TERMS AND CONDITIONS - ANNUAL TERM SOFTWARE
21.
Grant of Annual License. Datatel hereby grants to Temple College a nonexclusive,
nontransferable annual license to use the Software described in Attachment B ("Annual Term Software")
solely for internal business purposes on the central processing unit ("CPU") specified in that Attachment.
In the event that CPU is affected by an equipment malfunction, Temple College may use the Annual
Term Software temporarily in connection with another central processing unit during the period of such
malfunction.
22.
Limitation on Rights Granted. The rights granted Temple College under this
Agreement are limited to the express terms hereof. Datatel does not grant Temple College any right to
use, reproduce, reverse engineer, publish, license, distribute, disseminate, sell or otherwise make available
to any third party the Annual Term Software, except as expressly set forth herein. All title and
proprietary rights, whether tangible or intangible, including but not limited to copyright, trademark and
trade secret rights, in and to the Annual Term Software are retained by Datatel.
23.
Term. The license to use the Annual Term Software shall continue until July 1st of the
following year and will renew as of July 1st in all subsequent years. Upon payment in full of the renewal
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 3 of 12
(rev: 8/98)
No: T10:101700:D3
fees, said license shall automatically renew for successive one-year periods thereafter; provided, however,
that if either party gives the other written notice of its intention not to renew the Agreement sixty (60)
days prior to the expiration of the then-current period, the license shall be terminated.
24.
Return of Annual Term Software. Upon expiration or termination of this Agreement,
Temple College shall return promptly all copies of the Annual Term Software to Datatel. Failure to
comply with this obligation will entitle Datatel to seek temporary and preliminary injunctive relief from a
court of law requiring Temple College to return the Annual Term Software to Datatel. Temple College
hereby consents to the entry of such temporary and preliminary relief in the event of its failure to return
promptly Datatel's Annual Term Software upon termination or expiration of this Agreement, and further
agrees to pay all costs, including without limitation all reasonable attorneys' fees, incurred by Datatel to
secure the entry of such relief and the return of its property.
EXTENDED SERVICES TERMS AND CONDITIONS
25.
Extended Services Provided. To the extent that Datatel is retained to provide Extended
Services, Datatel agrees to provide Temple College with on and off-site services, including consulting,
training, implementation, planning and assistance, documentation and development of procedure manuals,
technical system review, continuing software use and enrichment, and other professional services (the
"Extended Services") as described in Attachment C hereto.
26.
Term. Datatel agrees to complete the Extended Services, if any, described in Attachment
C hereto no later than one (1) year from the date of this Agreement, unless otherwise agreed to in writing
by the parties.
ENHANCEMENT AND SUPPORT SERVICES TERMS AND CONDITIONS
27.
Enhancement and Support Services Provided. To the extent that Datatel is retained to
provide Temple College with enhancement and support services with respect to the software described in
Attachment D hereto (the "Supported Software"). Said services shall consist of the following:
a.
Datatel shall provide maintenance for the Supported Software necessary to insure its
operation in material conformance with the user documentation supplied with the Supported
Software.
b.
Datatel shall provide six (6) hours monthly of Solution Center support, as defined below;
provided, however, that Temple College's time in reporting program errors and Datatel's time in
researching reported program errors shall not be counted toward the hourly limit. Any hours of
Solution Center support in excess of the limit specified above will be billed at Datatel's thencurrent hourly rates. Solution Center support shall consist only of providing information,
assistance, research and "trouble shooting" in response to a Temple College's reported questions
and problems regarding the Supported Software. Solution Center support shall not include
custom report development, programming or training. Solution Center support shall only be
provided during Datatel's regular working hours from Monday through Friday.
c.
Datatel shall provide Temple College with any revisions, updates and enhancements of
the Supported Software (the "Revisions"), together with related documentation, issued during the
period in which enhancement and support services under this Agreement are furnished.
28.
Temple College Obligations.
a.
Temple College shall provide Datatel machine access via Internet capability for
installation, research or assistance in problem resolution.
b.
Temple College shall maintain an efficient and effective operational environment in
which the Supported Software is used in accordance with all applicable documentation.
c.
Temple College shall take reasonable steps to insure that its personnel are sufficiently
trained so as to maintain an effective working relationship with Datatel.
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 4 of 12
(rev: 8/98)
No: T10:101700:D4
29.
Term. Datatel shall provide enhancement and support services under this Agreement
until the Annual Renewal Date (“Renewal Date”), which shall be July 1st. Upon payment in full of the
renewal fees, the commitment to provide such services shall automatically renew for successive one-year
periods thereafter; provided, however, that if either party gives the other written notice of its intention not
to renew the Agreement sixty (60) days prior to the then-current period, the Agreement shall be
terminated.
EQUIPMENT SALES TERMS AND CONDITIONS
30.
Equipment Sold and Purchased. To the extent that Temple College desires to purchase
equipment from Datatel, Datatel hereby agrees to sell to Temple College and Temple College agrees to
purchase from Datatel the equipment identified on Attachment E hereto (the "Equipment").
31.
Payment Terms. Temple College shall pay Datatel for purchase of the Equipment in
accordance with Attachment E. Following payment of the deposit specified in Attachment E, Datatel
shall invoice Temple College for the Net Cash Balance Due after shipment of the Equipment from the
manufacturer.
32.
Security Interest. Temple College hereby grants to Datatel a security interest in the
Equipment in order to secure full performance of Temple College's payment and other obligations under
this Agreement. Temple College shall, upon request by Datatel, execute and deliver a UCC-1 financing
statement in favor of Datatel evidencing such security interest.
33.
Delivery; Risk of Loss; Title.
a.
Datatel shall employ reasonable efforts to have the Equipment delivered and installed at
the site identified on Attachment E hereto in accordance with the delivery schedule prescribed
therein. Under no circumstances shall Datatel be held responsible or liable for delays in delivery
or installation of the Equipment.
b.
Risk of loss or damage to the Equipment shall pass to Temple College upon delivery.
Temple College shall secure and maintain insurance adequate to cover the value of any
Equipment delivered by Datatel for which Temple College has not made full payment.
c.
Title to all Equipment shall remain in Datatel until delivery of the Equipment to Temple
College, whereupon title shall pass to Temple College.
34.
Default in Payment. In addition to all rights and remedies available to Datatel under this
Agreement and at law in the event of a default in any payment due under this Agreement, Datatel shall
have the right in such event to (a) discontinue installation of Equipment; (b) demand and receive from
Temple College, at its expense, return of all Equipment delivered under this Agreement for which full
payment has not been made; and (c) retain any deposit and other monies paid by Temple College as
liquidated damages for Temple College's failure to fulfill its payment obligations.
35.
Possible move to Oracle. Datatel will lock in its current port fee if Temple College
chooses to move to the Oracle database within three (3) years. For a customer the size of Temple
College our current charge for the port to Oracle is $65,500. The port fee includes Datatel tools to
convert from UniData to Oracle files and our assistance via our Support Center in doing so. Temple
College will be responsible for purchasing the Oracle licenses, Oracle technical training, and for the
fees to move any other third party products to the Oracle platform.
.
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 5 of 12
(rev: 8/98)
No: T10:101700:D5
Datatel, Inc.
Temple College
By:
By:
Authorized Signature
Name:
Vernon R. Hollidge, Jr.
Authorized Signature
Name:
Printed
Printed
Title:
Senior Vice President
Title:
Address:
4375 Fair Lakes Court
Fairfax, Virginia 22033-4234
Address:
Date:
November 16,2000
Date:
Prepared by:
Steve Bashore/Kathy Brandt
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 6 of 12
(rev: 8/98)
No: T10:101700:D6
ATTACHMENT A
PERPETUAL TERM SOFTWARE
Central Processing Unit Model:
TBD
Maximum Number of Concurrent Users:
Sixty-four (64)
Temple College and DATATEL, INC. ("Datatel") agree on this ___ day of ___________, 2000,
that subject to the Datatel General Terms and Conditions Agreement separately signed and expressly
incorporated by reference herein, Datatel will license to Temple College and Temple College will accept
license of the following software programs/modules, installation services and related documentation (the
"Software").
Description of Perpetual Term Software licensed under this Agreement
Price
Colleague Core Software System
Demographics, Communications Management, Facilities Profile, Scheduling &
Staff Volunteer Information, Accounts Receivable, Cash Receipts, General Ledger
Activities & Events
SUBTOTAL CORE SYSTEM
Student Software System
Academic Records, Recruitment/Admissions Management, Curriculum
Management, Degree Audit/Advisement, Faculty Information, Financial Aid,
Registration, Student Refunds
CampusCruiser Interface
Texas CBM/TASP Reports 2-yr Institutions
SUBTOTAL STUDENT SYSTEM
Financial Software System
Accounts Payable, Budget Management, Fixed Assets, Purchasing
SUBTOTAL FINANCIAL SYSTEM
Human Resources Software System
Personnel, Payroll
Position Budgeting
Texas HR Reports
SUBTOTAL HUMAN RESOURCES SYSTEM
Envision Tool, Source Code, Web Generator
WebAdvisor Software
Software Subtotal
Less Discount
Colleague Per User License*
Total Colleague Application Software
$87,500
$26,000
$113,500
$104,000
$10,000
$40,000
$154,000
$77,000
$77,000
$33,250
$16,750
$20,000
$70,000
$26,500
$25,000
$466,000
($255,000)
$64,000
$275,000
* Additional users over sixty-four (64) may be licensed at the then current rate, which today is $1,000.
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 7 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D7
Software Description
Colleague Base System
Demographics
Communications Management
Facilities Profile
Scheduling & Staff/Volunteer Info
Accounts Receivable
Cash Receipts
General Ledger
Core Workshop
Colleague Core Concepts/Shared Codes
Colleague Database
Rules Based Processor
Activities & Events
SUBTOTAL CORE SYSTEM
Student Base System
Academic Records
Recruitment/Admissions Management
Curriculum Management
Degree Audit/Advisement
Faculty Information
Financial Aid
Registration
Student Preparation Day
Student Shared Codes Day
Student System Reporting Techniques
Strategic Enrollment Management Techniques
Registration Rate Table Build
Live Registration Simulation
CampusCruiser/Colleague Interface
EDI SPEEDE Transaction Set
Texas CBM/TASP Reports 2-yr Institutions
SUBTOTAL STUDENT SYSTEM
Financial Base System
Accounts Payable
Budget Management
Fixed Assets
Purchasing
Financial System Reporting Techniques
Financial System Live Simulation
SUBTOTAL FINANCIAL SYSTEM
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Proposed
Training
Class
Length
In Days
Included Included
$7,600
2
Included Included
Included Included
$9,400
2
$2,000
1
$7,600
2
$4,000
2
$5,800
2
$4,000
2
$8,600
2
$5,800
2
$54,800
Number Training
of
Location
Students
Datatel
Ed
Credits
On-site
On-site
Training Consulting
Days
Days
Included
10
Included
Included
10
10
3
20
10
2
2
10
N/A
On-Site
N/A
N/A
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
Datatel
On-Site
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
4
N/A
4
N/A
2
N/A
N/A
2
1
2
N/A
2
2
N/A
2
13
N/A
2
N/A
N/A
3
0
2
2
1
0
4
1
15
$9,400
$7,600
$5,800
$7,600
$2,000
$13,400
$2,000
$2,000
$1,800
$4,000
$4,000
$3,600
$8,000
$18,000
$1,800
$3,600
$94,600
2
2
2
2
1
4
1
N/A
N/A
2
N/A
N/A
N/A
N/A
N/A
N/A
10
10
10
10
10
10
10
N/A
N/A
10
N/A
N/A
N/A
N/A
N/A
N/A
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
On-Site
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0
2
2
2
2
1
4
1
N/A
N/A
2
N/A
N/A
N/A
N/A
N/A
N/A
16
3
2
1
2
0
3
0
1
1
0
2
2
4
N/A
1
2
24
$5,800
$5,800
$3,800
$5,800
$9,600
$4,000
$34,800
2
2
1
2
3
N/A
10
10
10
10
10
N/A
On-Site
On-Site
On-site
On-Site
On-Site
On-Site
N/A
N/A
N/A
N/A
N/A
N/A
0
2
2
1
2
3
N/A
10
1
1
1
1
2
2
8
Page 8 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D8
Software Description
Human Resources Base System
Personnel
Payroll
Position Budgeting
Texas HR Reports
HR System Live Simulation
SUBTOTAL HR SYSTEM
Implementation Services
Project Management Training
SmoothStart Package/SuccessPartners 1st Year
Undesignated Training and Consulting
Pre-Implementation Assessment
Process Improvement Consulting
Successful Teams Workshop
SUBTOTAL IMPLEMENTATION
SERVICES
System Management
Envision Forms Processing
Envision Batch & Report
WebAdvisor Software
Electronic File Import/Export
Colleague Administrator
Advanced Colleague Administrator
AccessLink Administrator
Fundamentals of Data Retrieval
Advanced Data Retrieval
Database Administrator
Data Conversion Planning & Table Mapping
Basic Programming
FrontView Administrator
System Administration Orientation
Workstation/User/Security Set-Up
Technical Assessment
Safari Load and Learn
Building Views Training
SUBTOTAL SYSTEM MANAGEMENT
TOTAL TRAINING AND CONSULTING
LESS PREPAYMENT DISCOUNT
GRAND TOTAL
Proposed
Training
Class
Length
In Days
Number Training
of
Location
Students
On-site
On-site
Training Consulting
Days
Days
$11,400
$7,600
$3,800
$2,000
$4,000
$28,800
3
2
1
N/A
N/A
10
10
10
N/A
N/A
On-Site
On-Site
On-Site
On-Site
On-Site
N/A
N/A
N/A
N/A
N/A
0
3
2
1
N/A
N/A
6
3
2
1
1
2
9
Included
$35,000
$38,000
$8,000
$6,000
$2,000
$89,000
2
N/A
N/A
N/A
N/A
1
2
N/A
N/A
N/A
N/A
20
Datatel
On-Site
TBD
On-Site
On-Site
On-Site
N/A
N/A
0
N/A
N/A
N/A
0
N/A
N/A
10
N/A
N/A
N/A
10
N/A
N/A
10
4
3
1
18
$4,500
$4,500
$1,800
$3,800
$3,600
$2,700
$1,800
$2,700
$5,400
$1,800
$12,000
$6,750
$1,800
$4,000
$4,000
$4,000
$10,000
$900
$76,050
$378,050
($32,505)
$345,545
5
5
2
2
4
3
2
2
4
2
N/A
5
2
N/A
N/A
N/A
5
1
2
2
2
2
2
2
2
3
3
2
N/A
3
2
N/A
N/A
N/A
10
2
Datatel
Datatel
Datatel
Datatel
Datatel
Datatel
Datatel
Datatel
Datatel
Datatel
On-Site
Datatel
Datatel
On-Site
On-Site
On-Site
On-Site
Datatel
10
10
4
4
8
6
4
6
12
4
N/A
15
4
N/A
N/A
N/A
N/A
2
89
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
5
N/A
5
0
0
0
1
0
0
0
0
0
0
6
0
0
2
2
2
0
0
13
93
60
87
99
Education Provisions
Planning, Training & Consulting
(Includes Ed Credits, Training, Consulting and SmoothStart)
Less Prepayment Discount
TOTAL EDCUATION PACKAGE
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Datatel
Ed
Credits
Page 9 of 17
$378,050
($32,505
$345,545
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D9
The total Education Package includes SmoothStart/SuccessPartners:
SmoothStart Package Includes:
 One year of Account Management Support
 Cross campus pre-implementation review (generally 2 days on-site)
 Creation of Strategic and Initial Operational Plan (generally 2 days work; remote/phone/email)
 Implementation Kick-off Meeting (1 day on-site)
 Project Management Software
 Implementation Guides for Systems Licensed
 Software Installation (generally 3 days on-site)
 System Administrator Orientation (generally 1 day on-site)
 90 Day Progress Review Meeting (generally 1 day on-site)
 First Annual Operational Plan Review (generally 1 day on-site)
SuccessPartners Account Management Includes:
This program begins upon contract signing and covers one year. This coverage can also be extended. Service
includes:
 Regular and ongoing phone/mail implementation advice and coordination (typically between 3 - 6
hours/month)
 Strategic plan review at appropriate intervals with your leadership team
 Periodic operational plan review and adjustment
 Access to latest implementation tools and guides from Datatel
 Development of future operational plans with your leadership team
Notes:
1. Datatel staff travel and per diem expenses are extra and billed as incurred.
2. Any required or requested consulting follow-up or training preparation will be billed at the hourly rate of $225
per hour.
Education Provisions:
Ninety-three (93) Education Credits
Sixty (60) On-Site Training Days
Eighty-seven (87) On-Site Consulting Days
Temple College agrees to utilize Services as detailed in the Education Provisions section as noted herein
within twenty-four (24) months of contract execution. After this timeframe Datatel’s then current rates
will apply against any outstanding balance in the College’s flexible spending account
Software License Fee ....................................................................................................................... $275,000
Sales Tax ................................................................................................................................................... N/A
Education Package .......................................................................................................................... $345,545
Software Installation Fee .................................................................................................................. Included
TOTAL ............................................................................................................................................. $620,545
Less Deposit Amount (the "Deposit") ............................................................................................($155,136)
NET CASH BALANCE DUE ............................................................................................................ $465,409
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 10 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D10
ATTACHMENT A-1
PERPETUAL TERM SOFTWARE
Central Processing Unit Model:
TBD
Maximum Number of Concurrent Users:
Sixty-four (64)
Temple College and DATATEL, INC. ("Datatel") agree on this ___ day of ___________, 2000,
that subject to the Datatel General Terms and Conditions Agreement separately signed and expressly
incorporated by reference herein, Datatel will license to Temple College and Temple College will accept
license of the following software programs/modules, installation services and related documentation (the
"Software").
Description of Perpetual Term Software licensed under this Agreement
Price
Datatel will guarantee the following products at the prices shown if purchased with eighteen (18) months
of contract date.
Description
Campus Organization
Residence Life
Inventory
Projects Accounting
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Perpetual Term Software
$8,250
$8,250
$9,250
$40,000
Page 11 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D11
ATTACHMENT B
ANNUAL TERM SOFTWARE
Central Processing Unit Model:
TBD
Maximum Number of Concurrent Users:
Sixty-four (64)
Temple College and DATATEL, INC. ("Datatel") agree on this ___ day of ___________, 2000,
that subject to the Datatel General Terms and Conditions Agreement separately signed and expressly
incorporated by reference herein, Datatel will license to Temple Collegeand Temple Collegewill accept
license of the following software programs/modules, installation services and related documentation (the
"Software"). The annual Renewal Date is July 1st. The first year of this Agreement, the license fee shall
be prorated from the date of this Agreement.
Description of Annual Term Software licensed under this Agreement
Price
EDI Transaction Sets
$2,000 *
* These fees begin twelve (12) months from date of agreement.
Trusted Link STX is required. The current design of the 130 Transaction Set begins with the
ability for an end user to enter an EDI transcript request on the Transcript Request option (TRRQ) of
Colleague. The user can then run Student Requests process (STRQ) and based on the type of request, the
process will create a flat file of student transcripts data. The flat file is then uploaded to the Harbinger
TrustedLink software for X12 transmission. The upload from Colleague to Harbinger can occur by using
an FTP process. When the transcript is received by the other institution, an acknowledgement
(transaction set 131) is sent back to the sending institution. This process will be handled through a flat
file to the Harbinger software and then a second FTP process to bring it into Colleague and update the
acknowledgement date field on the TRRQ screen.
Annual Term Software License Fee ............................................................................................................ $0
Installation Fee .......................................................................................................................................... $0
Less Deposit Amount (the "Deposit") ......................................................................................................... $0
NET CASH BALANCE DUE ....................................................................................................................... $0
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 12 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D12
ATTACHMENT C
EXTENDED SERVICES
Temple College and DATATEL, INC. ("Datatel") agree on this ___ day of ___________, 2000,
that subject to the Datatel General Terms and Conditions Agreement separately signed and expressly
incorporated by reference herein, Datatel will provide services (the "Services") to Temple College and
Temple College will purchase stated Services during a period of __________________ consecutive
months (the "Term").
Description of Services under this Agreement
Price
Data Conversion and Custom Form Programming Services: Estimated Contract
$
75,000
Temple College agrees to contract with Datatel for assistance in developing conversion specifications,
providing conversion-programming support, and providing consulting services as needed. Temple
College shall authorize and approve all aspects of this effort conducted by Datatel staff. As each segment
of completed work is approved by Temple College, Datatel will bill according to the following rates:
1.
2.
3.
Consulting Service at $1,800 per day.
Conversion Programming Services at $150.00 per hour.
System Analysis at $180 per hour.
Should Datatel's support service exceed the $75,000, the same rates shall apply, effective through
December 31, 2002. After this date, the then current rates shall apply. Datatel staff travel and per diem
expenses are extra and would be billed as incurred.
Before a firm quote is given, it will require effort from Datatel's staff working with Temple College's staff
to provide the detail necessary for Datatel to generate the specifications for the programs. It is expected
that about 20% of the cost will be devoted to the analysis and specification phase. Upon completion of
the specifications, a price quote along with a definitive timeframe of delivery will be provided to Temple
College for approval.
Datatel requires a 25% deposit payment at contract signing and a balance payment upon installation.
Fees .................................................................................................................................................... $75,000
Less Deposit Amount (the "Deposit") ..............................................................................................($18,750)
NET CASH BALANCE DUE .............................................................................................................. $56,250
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 13 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D13
ATTACHMENT D
ENHANCEMENT AND SUPPORT SERVICES
Temple College and DATATEL, INC. ("Datatel") agree on this ___ day of ___________, 2000,
that subject to the Datatel General Terms and Conditions Agreement separately signed and expressly
incorporated by reference herein, Datatel will provide enhancement and support services (the "Services")
to Temple College and Temple College will purchase stated Services. The annual Renewal Date is July
1st. The first year of this Agreement, the maintenance fee shall be prorated from the date of this
Agreement.
Description of Software supported under this Agreement
Price
$13,125
Colleague Core Software System
Demographics, Communications Management, Facilities Profile, Scheduling
& Staff Volunteer Information, Accounts Receivable, Cash Receipts, General
Ledger
Activities & Events
SUBTOTAL CORE SYSTEM
Student Software System
Academic Records, Recruitment/Admissions Management, Curriculum
Management, Degree Audit/Advisement, Faculty Information, Financial Aid,
Registration, Student Refunds
CampusCruiser Interface
Texas CBM/TASP Reports 2-yr Institutions
SUBTOTAL STUDENT SYSTEM
Financial Software System
Accounts Payable, Budget Management, Fixed Assets, Purchasing
SUBTOTAL FINANCIAL SYSTEM
Human Resources Software System
Personnel, Payroll
Position Budgeting
Texas HR Reports
SUBTOTAL HUMAN RESOURCES SYSTEM
Envision Tool, Source Code, Web Generator*
WebAdvisor
Colleague per User Maintenance (64 Users)*
SUBTOTAL**
$3,900
$17,025
$15,600
$2,500
$0
$18,100
$11,550
$11,550
$5,000
$2,500
$4,000
$11,500
$3,975
$3,750
Included
$65,900
Additional users over sixty-four (64) will be charged additional maintenance at the then current rate which
today is fifteen percent (15%) per year of the $1,000 per user fee.
**
These fees will begin twelve (12) months from the date of this agreement.
*
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 14 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D14
Solution Center "800 #" Option for Additional five (5) hours per month, for a total of
six (6) hours per month
$6,000
First Year Fees..................................................................................................................................... $6,000
Sales Tax ................................................................................................................................................... N/A
Total Fees ............................................................................................................................................ $6,000
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 15 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D15
ATTACHMENT E
EQUIPMENT
Temple College and DATATEL, INC. ("Datatel") agree on this ___ day of ___________, 2000,
that subject to the Datatel General Terms and Conditions Agreement separately signed and expressly
incorporated by reference herein, Datatel will sell and provide the equipment listed below (the
"Equipment") to Temple College and Temple College will buy and accept the Equipment. Temple
College requested delivery date is __________________.
Description of Equipment under this Agreement
Price
The products contained on this Attachment will be paid to Data Systems International, Inc.,
(“DSI”) by Datatel on the behalf of Temple College and will be rebilled to Temple College at actual cost.
Temple College must execute a valid contract directly with DSI for the products contained on this
Attachment before any product will be ordered. Temple College will receive shipment of product directly
from DSI, accept product and authorize Datatel to invoice Temple College by approving payment of the
invoice from DSI and forwarding the approved invoice to Datatel's Accounting Office. Once Temple
College has paid Datatel in full for the products contained on this Attachment, then Datatel will make full
payment to DSI. Datatel accepts no responsibility or liability for the DSI's product or performance.
Recommend Hewlett-Packard/Datatel Solution for Temple Community College
HP 9000 Model L2000/360MHz 2-way Enterprise Server
with 1.5GB RAM and SureStore DLT 8000 Tape Drive for Backup
Includes 24x7 warranty support with 4 hour response for 3 years
Product Number
Unit Price
Qty
Product Description
Extended Price
HP 1.6 Meter Rack, Rack Accessories and 3.0kVA UPS
HPE33
HP30UPS
2,559.70 1 HP9000 Std Rack System E33
4,902.00 1 3.0 kVA rackmt HP PowerTrust UPS, grey
2,559.70
4,902.00
HP 9000 L2000 Enterprise Server, 1.5GB RAM
HPL2K1-DCS1
40,842.68 1 HP 9000 L2000 Enterprise Server with sys. Console
two CPU's 1.5GB RAM, 2x9.1GB Disks, DVD 2Fibre-Channel Adapters, 1-Ultra2 SCSI Adapter
40,842.68
HP-UX v11.0 64-bit Operating System and Documentation
HPUXDCSPKG1
2,599.20 1 HP-UX Operating System License, Servers v11.0
Unlimited Users, System Admin Manuals
2,599.20
HP 9000 System Software (MirrorDisk/UX, OnlineJFS, GlancePlus, OmniBack II, C Dev Pak )
DCSSB2-TIER1
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
16,129.48 1 Datatel Colleague System Software Bundle for Servers
MirrorDisk/UX, OnlineJFS, GlancePlus HP OV
OmniBack Cell Mgr UX 1 Drive, LTU, Manuals HP
C/ANSI C Developer Bundle Server LTU, Manuals
Page 16 of 17
16,129.48
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D16
Recommend Hewlett-Packard/Datatel Solution for Temple Community College
HP 9000 Model L2000/360MHz 2-way Enterprise Server
with 1.5GB RAM and SureStore DLT 8000 Tape Drive for Backup
Includes 24x7 warranty support with 4 hour response for 3 years
Product Number
Unit Price
Qty
Product Description
Extended Price
HP SmartStorage Peripherals (One DLT8000 Tape Drive)
SS2DLT
10,229.60 1 SMART Family Full Height Enclosure Package 2 1DLT 8000 Tape Drive, Cable
10,229.60
HP SureStore E Disk System FC10 (54.6GB Useable Disk Space - Mirrored)
HPFC10PKG1
29,283.56 1 HP SureStore E Disk System FC10 One enclosures
with 6x18.2GB 10K RPM Fibre Channel drives,
Gigabit Interface Converters
HP Hardware Subtotal: 106,546.22
29,283.56
DSI Implementation Services
DSP1
10,225.00 1 Datatel Service Package 1 *
Datatel Colleague Readiness Integration - UNIX,
Advanced Storage, Backup Integration Estimated
Travel, Expenses, Shipping, Insurance
Grand Total:
HP List Price:
DSI's Price:
Temple College's Savings:
10,225.00
$116,771.22
$140,162.00
$106,546.22
$33,615.78
Quote #: SBM-02270-00
Total Equipment Price ................................................................................................................ $116,772.22
Sales Tax ................................................................................................................................................... N/A
Transportation ............................................................................................................................. As Incurred
Equipment Installation ..................................................................................................................... Included
TOTAL ....................................................................................................................................... $116,771.22
Less Deposit Amount (the "Deposit") .........................................................................................($29,192.80)
NET CASH BALANCE DUE ......................................................................................................... $87,578.42
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Page 17 of 17
Initials:
Datatel
Customer
Rev: 8/98
No: T10:101700:D17