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HomeMy WebLinkAboutDEAN EVANS AND ASSOCIATES, INC- 002860- 5/14/2012 CARMEL REDEVELOPMENT COMMISSION 002860 Dean Evans and Associates, Inc Check: 2860 PO Box 975000 Dallas, TX 75397-5000 Date: 5/14/2012 Vendor: DEANEVA Prior Invoice P.O. Num. Invoice Amt Balance Retention Discount Amt. Paic 35898 11,339.00 11,339.00 0.00 0.00 11,339.0( EMS Professional Base System 11,339.00 11,339.00 0.0.0 0.00 11,339.0( T.HE-9.15 DOCUMENT t4iRITY Q Fi-ryr TRq-r4 TH UMEt R'INT•ADDITIONAL SEC7URITiYQFEATURES iNCL'U wED SEE?BACKSFOR-fi Tgirsi 9.94S. -% Carmel'Redevelopment Commission RECZ`gNS 002860 s 30 West Main Street 2o-,'d21�ao a t Suite 220 . `...., Carmel, IN 46032 DATE AMOUNT 2860 5/14/2012 **********11;339:00. PAY THE SUM OF ELEVEN THOUSAND THREE HUNDRED THIRTY NINE DOLLARS AND NO CENTS **** TO THE ORDER OF Dean Evans and Associates, Inc PO Box 975000 SE,Sr, Dallas, TX 75397-5000 M. �P 0 0 0 2 8 6 0 0 I:0 7 4 0 L 4 2 L 3': 0 0 8 7 5 0 4 L L L ila CARMEL REDEVELOPMENT COMMISSION 002860 Dean Evans and Associates, Inc Check: 2860 PO Box 975000 Date: 5/14/2012 Dallas, TX 75397-5000 Vendor: DEANEVA Prior Invoice P.O. Num. Invoice Amt Balance Retention Discount Amt. Paid 35898 11,339.00 11,339.00 0.00 0.00 11,339.00 EMS Professional Base System 11,339.00 11,339.00 0.00 0.00 11,339.00 11-52 COMPUTEREASE FORMS DIVISION(877)577-5791 T-37228 r T s r gr "�`' Dean Evans and Associates, Inc. I Invoice m 4 H i 6465 Greenwood Plaza Boulevard,Ste.600 Centennial,CO 80111 Date Invoice Number Event Management Systems Phone: 303-771-0110 Fax: 303-796-7429 3/29/2012 35898 Bill To City of Carmel Attn:A/P One Civic Square Carmel,IN 46032 PO Number Terms Due Date 27123 Net 30 Days 4/28/2012 Description Quantity Price Amount EMS Professional Base System(Single Server License) 1 3,750.00 3,750.00 EMS Professional-Client Access License 6 300.00 1,800.00 EMS Professional Advanced Options Module 1 1,500.00 1,500.00 Virtual EMS Professional 1 1,500.00 1,500.00 EMS Professional Annual Software Support Agreement 1 1,539.00 1,539.00 Phone Training EMS Professional-Unused training expires 6 months from invoice date 5 250.00 1,250.00 Other miscellaneous consulting services will be invoiced upon completion. Total sales tax calculated by AvaTax ST 0.00% 0.00 Pay your bills online at: https://www.intuitbillpay.com/deanevansandassociatesinc I Total(US$) $11,339.00 Please Remit Payment to: Dean Evans and Associates,Inc. PO Box 975000 Dallas,TX 75397-5000 City 0 ®,Jlr�° C����� INDIANA RETAIL TAX EXEMPT PAGE CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 2.7( 3 35-60000972 ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES,NP CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE. FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3lzz/- SHIP VENDOR r i- tQ.arw,7�5% «A y TO CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION / h 4 S '47 5;Sf � / Te/✓1 my- 46 /2 09 'c'O\., ,, 0 F EZIKid ,,4-" "' —; ,0`e Y " •• •' : • i • Ob , ,I • r, a i �•• ,,,, o. a;', -. ,s'411 I 1111 1''''" ,11%*",_.- a I Send Invoice To: — )),.- PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT • NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. SHIPPING INSTRUCTIONS • I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN •SHIP REPAID. THIS APPROPRIAT ON SUFFI I ;T TO PAY FOR THE ABOVE ORDER. •C.O.D.SHIPMENTS CANNOT BE ACCEPTED. ORDERED BY 4!� •PURCHASE ORDER NUMBER MUST APPEAR ON ALL ■THIS ORDER R ISSU. Executive Director •THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 TITLE Executive 1I Director AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. CLERK-TREASURER DOCUMENT CONTROL NO. 2 712 3 VENDOR COPY Form ST-105 Indiana Department of Revenue State Form 49065 R4/8-05 General Sales Tax Exemption Certificate Indiana registered retail merchants and businesses located outside Indiana may use this certificate.The claimed exemption must be allowed by Indiana code. Exemption statutes of other states are not valid for purchases from Indiana vendors. This exemption certificate can not be issued for the purchase of Utilities', Vehicles, Watercraft, or Aircraft. Purchaser must be registered with the Department of Revenue or the appropriate taxing authority of the purchaser's state of residence. Sales tax must be charged unless all information in each section is fully completed by the purchaser.Purchasers not able to provide all required information must pay the tax and may file a claim for refund(Form GA-110L)directly with the Department of Revenue. xc, Name of Purchaser City of Carmel (Carmel Redevelopment Commission, an enterprise fund) Business Address 30 West Main Street, Suite 220 City Carmel state IN Zip 46032 toi zp; Purchaser must provide minimum of one ID number below.* Sa Provide your Indiana Registered Retail Merchant's Certificate 0031201550 — 020 TID and LOC Number as shown on your Certificate ah TID#(10 digits) LOC#(3 digits) x°t' If not registered with the Indiana DOR,provide your State Tax p t/a ID Number from another State Fly= *See instructions on the reverse side if you do not have either number. State 1D# State of Issue ! ;:C. Is this a m blanket purchase exemption request or a ❑single purchase exemption request? (check one) r.�y5 J Description of items to be purchased. IvNt Purchaser must indicate the type of exemption being claimed for this purchase. (check one or explain) �:p!❑ Sales to a retailer,wholesaler,or manufacturer for resale only. ".kV❑ Sale of manufacturing machinery,tools,and equipment to be used directly in direct production. ❑ Sales to nonprofit organizations claiming exemption pursuant to Sales Tax Information Bulletin#10. (May not be used for personal hotel rooms and meals.) FAX t A ❑ Sales of tangible personal property P redominatel Y used(g reater then 50 percent)in providing public transportation-provide USDOT#. ;t?1 A person or corporation who is hauling under someone else's motor carrier authority,or has a contract as a school bus operator,must fort provide their SS#or FID#in lieu of a State ID#in Section#1. USDOT# D Sales to persons,occupationally engaged as farmers,to be used directly in production of agricultural products for sale. f f Note:A farmer not possessing a State Business License#may enter a FID#or a SS#in lieu of a State ID#in Section#1. t: .y, ❑ Sales to a contractor for exempt projects(such as public schools,government,or nonprofits). ® Sales to Indiana Governmental Units(agencies,cities,towns,municipalities,public schools,and state universities). vlz ; ?D Sales to the United States Federal Government-show agency name. Note:A U.S.Government agency should enter its Federal Identification Number(I-ID#)in Section#1 in lieu of a State ID#. ❑ Other-explain. '.s I hereby certify under the penalties of perjury that the property purchased by the use of this exemption certificate is to be used for an exempt 1;;purpose pursuant to the State Gross Retail Sales Tax Act,Indiana Code 6-2.5,and the item purchased is not a utility,vehicle,watercraft,or aircraft. q I confirm my understanding that misuse,(either negligent or intentional),and/or fraudulent use of this certificate may subject both me personally k0% and/or the business entity I sent to t e i sition of tax,interest,and civil and/or criminal penalties. 3 --22-(Z t!? Signature of Purchaser Date Les Olds Title Redevelop met{�� Printed Name Redeveto met Dir The Indiana Department of Revenue may request verification of registration in another state if you are an out-of-state purchaser. Seller must keep this certificate on file to support exempt sales. Dou• Tatum From: Dave Karrasch(Dave.Karrasch @dea.com] Sent: Friday, March 16, 2012 11:59 AM To: Doug Tatum Cc: Bryan Sorrentino Subject: EMS Proposal and Software Agreement Attachments: CPA_Professional VBrowse.pdf; EMS Software Contract-CPA.docx Hi Doug, Thank you for taking the time to speak with me this afternoon. As discussed I have attached the updated proposal with the Virtual EMS Browse module, and the standard software agreement. Your submission options are as follows: 1- Purchase order,and copy of your state tax exempt certificate 2- Signed copy of the proposal, and the attached software agreement,with a copy of your state tax exempt certificate Please:feel free to choose whichever method is easier for you. In addition, if you would like to get this processed this afternoon,please submit the information to both myself and my director of sales, Bryan Sorrentino. If am not available he will be happy to help complete your order. I have CC'd Bryan on this email. If you have any additional questions please do not hesitate to let me know, and we look forward to working with you. Best Regards, David Karrasch Lo Senior Account Executive Event Management Systems by Dean Evans&Associates, Inc. 800-440-3994 x843 CD 303.796.742.9 (Fax) 303=7404843 www.dea.com Upcoming Events: Online Webinars 1 . .._]*' Dean Evans and Associates, Inc. e^ �� t f� 6465 S. Greenwood Plaza Boulevard, Suite 600 Event Management Systems Centennial, CO 80111 3+,tie;itatw tiariiy Fax: 303-796-7429 EMS Software Quote Pricing Good Thru: 6/14/2012 David Anderson Quote No.: 45291 N The Center For The Performing Arts Type: New Business 355 City Center.Drive Quote Date: 3/16/2012 Carmel, IN 46032 Sales Person: Dave Karrasch-303-740-4843 Software Product Quantity Unit Price Amount* EMS Professional Server License 1 $3,750:00 $3,750.00 [EMS Professional runs exclusively on Microsoft SQL Server Express Edition,which is included. For complete system requirements,see http://www.dea.com/ReqPro EMS Professional Client Access Licenses (Concurrent) 6 $300.00 $1,800.00 EMS Professional Advanced Options Module 1 $1,500.00 $1,500.00 Virtual EMS Professional Browsing 1 $1,500.00 $1,500.00 Product Sub Total $8,550.00 Standard ASA- 18%(12 months) $1,539.00 • Total $10,089.00 • ASA (Annual Service Agreement)allows you to have the most recent release of EMS and make unlimited calls to customer support. ASA coverage'is required for the first year and optional thereafter. Professional Services Quantity Unit Price Amount* Consulting- Needs Assessment 1 $250.0.0 $250.00 Leveraging industry expertise, our consultant will review your current scheduling processes with your stakeholders, assess each operational need and determine:where business practices and desired outcomes may be out of sync with best practices. Based on assessment our consultant can customize the training plan, establish data gathering requirements and provide project plan guidance to meet your identified objectives. Training-Phone, Remote or On-Line.Training 5 $250.00 $1,250.00 Our consultant can provide remote on-line training over the phone and using an internet connection. The on-line option is ideal for lightweight,specific EMS product training needs, o r to support our Master Calendar and Regics products. Consulting-EMS Go-Live Support 2 $250.00 $500.00 Provide named resource,priority consulting support after the "Go-Live"for system stabilization. *Sales Tax Not Included.Must provide tax exempt certificate,if applicable. Page 1 of 2 Pricing In US Dollars Good Thru: 6/14/2012 1 • Cleveland, Don H From: Doug Tatum [dtatum @thecenterfortheperformingarts.org] Sent: Tuesday, March 27, 2012 1:44 PM To: Cleveland, Don H Subject: Center for the Performing Arts - Event Management System (EMS) Software Purchase Attachments: Event Management System (EMS) Software Purchase Agreement.pdf Hi Mr. Cleveland, Per our telephone discussion, attached is a PDF copy of the EMS Event Management System (EMS) Software Purchase Agreement and other documentation, which includes the Payment Authorization form completed and signed by Les Olds. Please let me know if there is anything else that you may need to process the corresponding purchase order. Thanks very much for your assistance. Best wishes, Doug Tatum General Manager The Center for the Performing Arts 355 West City Center Drive Carmel, IN 46032 (P) 317-660-3386 (C) 816-616-0201 (F) 317-660-3374 www.theCenterforThePerformingArts.org a/� __ `_ 1 e Quote No.45291 N (continued) l ' a© Event Management Systems Schedule Clarity Total $2,000.00 On-site training/consulting and some professional services will be billed when the service has been rendered. Travel expenses related to on-site services are not included in this.quote and will be billed upon delivery of service. Grand Total $12,089.00 Purchase Authorization I am authorized to purchase the items listed above and understand that my organization will be invoiced immediately for the software,ASA and phone training. DEA will make the software and corresponding documentation available for download through DEA's web site. Authorized Signature: Date: 3A2- /L Name: L ip S r. OLQ t Title: Ora. Plif"?o' Method of Payment Please indicate your desired method of payment: [ ] Check.Enclosed [ ] Purchase Order: Please invoice me—I have enclosed/faxed PO# [ ] Credit Card(Visa, Master Card or American Express).The invoice will prompt you to pay online. Please either fax this completed form to 303-796-7429, return it via email to your sales representative, or mail it to the address at the top of the page. 'Sales Tax Not Included.Must provide lax exempt certificate,if applicable. Page 2 of 2 Pricing In US Dollars Good Thru: 6/14/2012 ago 12,971, Event Management Systems Schedule Clarity SOFTWARE LICENSE AGREEMENT This Software License Agreement("Agreement"), effective March,( ) 2012 by and between Dean Evans &Associates, Inc. hereinafter referred to as"DEA" and The Center For The Performing Arts hereinafter referred to as"LICENSEE', sets forth the terms and conditions whereby DEA agrees to provide to LICENSEE and LICENSEE agrees to acquire from DEA the software detailed in EMS Software Quote number 45291 N, related Documentation and materials. DEFINITIONS: (a). The term "Documentation" means any system documentation and user manuals provided by DEA to LICENSEE. Documentation may be in .electronic or hardcopy format, although DEA typically only provides it in electronic format. (b). The term "Enhancements" means changes to the Software or Documentation, including but not limited to any patches, revisions, updates, upgrades, substitutions, replacements, enhancements, improvements and modifications thereof. (c). The term "Harmful Code" means any computer code, programming instruction or set of instructions that is intentionally and specifically constructed to damage, interfere with or otherwise adversely affect computer programs, data files, or hardware without the consent or intent of the computer user. This definition includes,,but is not limited to, self-replicating and self-propagating programming instructions commonly called viruses and worms: (d). The term "Maintenance and Support" means the modifications, revisions or improvements to the Software and Documentation and the technical support provided by DEA to LICENSEE upon payment of the Annual Maintenance Fee(as defined in Section 5.a). Such"Maintenance and Support" is more fully described in Exhibit A attached hereto. (e): The term "Software" shall mean any and all computer programs, user and technical Documentation, in whatever form, which are named and/or actually delivered by DEA pursuant to and/or during this Agreement, including any Enhancements thereof. THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. Grant of License. DEA hereby grants to LICENSEE the perpetual, irrevocable, non-exclusive right to use any and all Software and Documentation supplied pursuant to this Agreement. DEA hereby agrees that LICENSEE's use of the Software may involve preparation of data and reports for LICENSEE and for other affiliated and related organizations, and such use by LICENSEE is authorized hereby, provided that the processing is done by LICENSEE's employees, faculty, staff or other personnel or by LICENSEE's consultants on LICENSEE's computers or temporary substitute computers. The Software may not be used by third parties other than by consultants engaged by LICENSEE to use the SOFTWARE for LICENSEE's internal purposes: LICENSEE is allowed to create as many copies of the Software and Documentation as are reasonably necessary for LICENSEES use of the Software and Documentation and to create additional EMS server installations for back- up, testing, or disaster recovery purposes. LICENSEE agrees not to remove from source version of the Software any statements appearing therein concerning copyrights and proprietary agreements. LICENSEE further agrees to take such other commercially reasonable steps as deemed reasonably necessary by DEA to protect DEA and LICENSEE's rights in the Software, provided however that such steps will not require LICENSEE to affix labels or statements to any external document. Dean Evans&Associates,Inc. 303.771.0110 Main 5613 OTC Partway,Suite 1250 800.440-3994 Toll Free Greenwood Village,CO 80111 303-796-7429 Fax v012411 1 wvnv.dea.com 700 c; 93 s _ Event Management Systems Schedule Clarity 2. Restrictions on Use. Except as provided for in this.Agreement, LICENSEE may not sell, lease, transfer, assign or license the Software to a third party without receiving prior written permission from DEA. LICENSEE shall not reverse engineer, decompile or disassemble the Software and shall not use the Software, except as authorized herein. 3. Title to Software. No title or ownership of Software is transferred to LICENSEE by way of this Agreement, and LICENSEE's right to use the Software shall be as set forth in this Agreement. 4. Rights to Enhancements. DEA shall own all Enhancements to the Software and Documentation, but grants to LICENSEE a license to use such Enhancements under the terms set forth in Section 1 of this Agreement. 5. Maintenance and Support. a. Annual Maintenance Fee. In consideration of receipt of the annual maintenance fee payable by LICENSEE in advance of each maintenance year (the "Annual Maintenance Fee"), DEA shall provide annual Maintenance. and Support to LICENSEE at the level of service described in Exhibit A hereto. The Annual Maintenance Fee shall be 18% of total license and module cost per year. Annual Maintenance begins the day that DEA receives an order from LICENSEE, and this day becomes the anniversary date for renewal. DEA reserves the right to increase the Annual Maintenance Fee by no more than 5% per year. LICENSEE acknowledges that the Annual Maintenance Fee is based upon the value of the software purchased and the fee will increase if additional software is purchased by LICENSEE. b. Renewals, Terminations and Resumptions. Maintenance and Support will be renewed annually unless LICENSEE terminates Maintenance and Support. LICENSEE may terminate Maintenance and Support after the first anniversary date by written notice to DEA, which may be given at any time prior to the commencement of the next annual maintenance period. Once terminated, LICENSEE may resume Maintenance and Support by payment of the then current Annual Maintenance Fee plus all Annual Maintenance Fees:for lapsed periods. DEA may terminate Maintenance and Support by written notice to LICENSEE if the.Annual Maintenance Fee is not paid within thirty(30)days of the date due. 6. Confidentiality. a. DEA's Obligations. DEA agrees not to disclose or to use, directly or indirectly for any purpose other than the design, programming, installation_ and configuration of the Software as outlined in this Agreement, and to hold confidential and to protect any and all proprietary or confidential data, 'trade secrets or other information relating to the affairs of LICENSEE which'may be received from LICENSEE or disclosed to DEA in connection with DEA's activities hereunder. b. LICENSEE's Obligations. LICENSEE agrees to confine access to the Software to LICENSEE's employees or contractors, and to advise all persons who use the Software that it contains confidential information which is not to be disclosed to any other persons and that the copying of the Software by any means is prohibited except in accordance with Section 1 hereof. LICENSEE agrees that it will not provide or make available any of the Software to any other persons without prior consent in writing from DEA. 7. Compliance with Laws. LICENSEE agrees to comply with all applicable local, municipal, state and federal laws pertaining to LICENSEE's operation of the Software. Dean Evans&Associales,Inc. 303.771.0110 Main 5013 DTC Parkway,Suite 1250 800-440-3994 Toll Free Greenwood Village,CO 80111 303-7964429 Fax v012411 2 vnwv.dea.com • '© ern 4 , j Event Management Systems Schedule Clarity 8. Representations and Warranties and Limitation of Liability. DEA makes the following representations and warranties for the benefit Of LICENSEE: a. Ownership and Authority. DEA represents and warrants that: (i) it is the sole owner of or has full and sufficient right to assign orgrant.the rights and/or licenses granted to LICENSEE in this Agreement; and (ii) that no Software or Documentation infringes any patent, copyright, trademark or other intellectual property rights (including trade secrets), and no claim (whether or not embodied in an action, past or present) of such infringement has been threatened or asserted, or is pending, against DEA or against any entity from which DEA.has obtained such rights(insofar as DEA is aware). b. Harmful Code. DEA certifies that to the best of DEA's knowledge and belief that no Software contains or will contain any Harmful Code; and agrees to notify LICENSEE immediately if DEA subsequently suspects that any Software contains Harmful Code, and to take commercially reasonable efforts to ensure that it is removed. c. No Electronic Repossession. Following delivery of any Software, DEA shall not electronically or otherwise disable, block, impair, erase, encrypt, move, remove or otherwise alter the Software or any portion thereof, either intentionally or through automated means, without the express prior approval of LICENSEE. LICENSEE acknowledges that software has an expiration date that will disable use of the • software and that DEA will remove expiration date upon receipt of payment for software. d. Limited Warranty of Conformity. DEA represents and warrants that all Software (i) has been or shall be prepared by DEA with professional diligence and skill; and (ii) that such Software will function on the machines and with operating systems for which they are designed. e. Remedy for Breach of Conformity Warranty. For any breach of the limited warranty of conformity set forth above; DEA shall use commercially reasonable efforts to replace defective media or material and/or to provide Maintenance and Support to correct any material error in the Software reported to DEA during the period of warranty. If after repeated efforts, DEA is unable to make the Software operate during the period of warranty as warranted, LICENSEE shall be entitled to the refund of the license fee paid for such Software. The limited warranty of conformity set forth above shall not apply to errors or other problems arising out of (i) disaster, accident, or LICENSEE's negligence or misuse, or (ii) modifications made to any Software other than by DEA or a contractor, consultant or agent thereof. f. Exclusive Remedy for Breach of Infringement Warranty. If a claim is made or an action brought asserting (i) that DEA did not have the right to assign or sublicense the rights and/or licenses granted or sublicensed to LICENSEE in this Agreement, or (ii) that the Software or Documentation infringes any patent, copyright, trademark or other intellectual property rights (including trade secrets), DEA will defend LICENSEE against such claim and will pay resulting costs, damages and attorneys' fees finally awarded or agreed to in settlement, provided that (1) LICENSEE promptly notifies DEA in writing of the claim, and (ii) DEA has sole control of the defense and all related settlement negotiations. DEA's obligations under this Section are conditioned on LICENSEE's agreement that if the Software, or the use or operation thereof, becomes, or in DEA's opinion is likely to become; the subject of such a claim, DEA may at its expense, either procure the right for LICENSEE to continue using the Software or at its option, replace or modify the same so that it becomes non-infringing (provided such replacement or modification does not materially adversely affect LICENSEE's intended use of the Software as contemplated hereunder). If neither of the foregoing alternatives is available on terms which are reasonable in DEA's reasonable judgment, LICENSEE may return the Software and DEA will credit or Dean Dam;&I xsociatcs,Inc. 303.771.0110 Main 5613 DTC Parkway.Suite 1250 800440-3994 Tel Free. Greenwood Village,CO 80111 303-796-7429 Fax v012411 3 www.dea.com ° f e � �: } 00-, Event Management Systems Schedule Clarity refund (at LICENSEE's option)the price paid for such Software. DEA shall have no liability for any claim based upon the combination, operation or use of any Software with equipment, other software or data not supplied by DEA if such claim would have been avoided by use of other equipment, software or data, whether or not capable of achieving the same results, or based upon modification of any Software. g. DISCLAIMER OF OTHER WARRANTIES. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY PROVIDES ANY WARRANTIES TO THE OTHER, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. h. LIMITATION OF LIABILITY. Except with respect to claims related to warranties set out in Sections 7, 8.a, 8.d or 8.f, IN NO EVENT (i) SHALL EITHER PARTY'S MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED THE ACTUAL DIRECT DAMAGES CAUSED BY THE SPECIFIC SOFTWARE COMPLAINED OF, (ii) SHALL EITHER PARTY'S MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED THE TOTAL AMOUNT OF FEES PAID HEREUNDER FOR THE SPECIFIC SOFTWARE WHICH DIRECTLY CAUSED SUCH DAMAGE, OR (iii) SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL (INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS AND LOSS, DAMAGE OR DESTRUCTION OF DATA). EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY OR PHYSICAL PROPERTY DAMAGE IS HEREBY INTENDED. 9. Payment of Fees and Taxes. a. License Fee. The software license provided and the fees paid are based on the configured number of users expressed in the order form or invoice for the Software to which this Agreement is attached. LICENSEE will pay DEA within thirty (30) days of receipt of DEA's invoice for the Software. Should this Software configuration be upgraded, there will be a charge associated which will be based on the then current rate for the desired configuration. b. Taxes. LICENSEE agrees to conform to all local, municipal, state and federal laws pertaining to the operation of the Software and to pay any and all taxes (excluding any excise, franchise or other taxes based on DEA's income) involved with the use and licensing of the Software.DEA agrees to conform to all local, municipal, state and federal laws pertaining to the licensing, delivery and operation of the Software and when providing services to LICENSEE. 10. General. This Agreement and the order form or invoice to which it is attached, and all schedules or exhibits attached hereto, constitutes the entire agreement between DEA and LICENSEE and all promises, representation, understandings and agreements with respect to the subject matter hereof, and inducements to the making of this Agreement relied upon by either DEA or LICENSEE have been expressed herein. Neither this Agreement nor any interest herein may be assigned by either party except with the other party's prior written consent. No party shall be liable for delay in performance hereunder due to causes beyond his or her reasonable control, including, but not limited to acts of God, fire, flood, strikes, acts of war, terrorism or intervention by any government authority, but any such failure shall be remedied as soon as reasonably possible. This Agreement shall be governed by and be construed in accordance with all laws of the State of Colorado. Dean Evan::&Associa(cc,Inc. 303-771-0110.Main 5613 OTC Parkway,Suiio 1250 800-440.3994 Tog Free Greenwood Village,CO 80111 303-796-7429 Fax v012411 4 www.dea.com • 0091 3 tem pacia Event Management Systems Schedule Clarity This Agreement has been read in its entirety and executed in good faith by authorized representatives of the parties hereto. Fot The Center For The Performing Arts_ Dean Evans &Associates, Inc. 9y•(Sign Nam (Sign Name) Dc i 4qf Y. 4Tvovt (Print Name) nMn (Print Name) Gevte ec,/ /11,4 a 9er (Title) J (Title) 3[Z6/(2.— (Date) (Date) • Dean Evans 8 Associates,Inc. 303-771-0110 Main 5013 OTC Parkway,Spite 1250 800-440.3994 Toll Free Greenwood Village,CO 80111 303-798-7429 fax v012411 5 vnwv.dea.com • BOO Event Management Systems Schedule Clarity Exhibit A Maintenance and Support-Premium Level Capitalized terms not otherwise defined in this Exhibit shall have the meaning ascribed to them in the Agreement to which this Maintenance and Support Exhibit is attached. So long as LICENSEE remains current with respect to payment of any Annual Maintenance Fee that is due and payable, DEA shall provide to LICENSEE maintenance support consisting of the following (as more fully described below): a Unlimited access to DEA's Technical Support via e-mail (support @dea.com), and telephone (800-288-4565) from 7:30AM-5:OOPM Mountain Time (UTC-07:00) Monday through Friday excluding standard US business holidays. o 24/7 access to the"Online Support Center"section of DEA's website(located at www.dea.com). o Technical support for EMS Software in multiple environments(e.g. production, test, development, etc.). o Ability to submit and track support tickets in the Online Support Center. o Scheduled weekend or after hours support for planned upgrades/maintenance (48 hour advance notice required). o Priority phone line with immediate access to second tier resources as needed. o Access to all Enhancements that DEA makes to the Software owned by LICENSEE. o Invitations to special webinar previews of new product releases. o Discounted registration to DEA's annual Users Conference and other special offers. Technical Support. Technical support is part of the Maintenance and Support services, and begins the day that DEA receives an order from LICENSEE. DEA guarantees thetall requests fortechnical support will be responded to within two(2) hours of receipt of the request, with most technical support requests being responded to immediately. The DEA technical support representative(s) will remain engaged with LICENSEE (either on the phone, via e-mail or through DEA's website) until the technical support issue is satisfactorily resolved, and will bring in a members of DEA's development team on an as- needed basis. DEA shall use commercially reasonable efforts to satisfactorily resolve all technical support issues as soon as commercially practicable. For each technical support issue submitted by LICENSEE to DEA, DEA shall maintain a record of such request and shall report to LICENSEE the status of such technical support issue until resolved. DEA shall provide LICENSEE with a unique ticket number for each such technical support request. If DEA is unable to satisfactorily resolve a technical support issue within twenty-four(24) hours of the initial receipt of a request for technical support, then DEA shall escalate such technical support issue to its Director of Professional Services. Enhancements. To the extent that DEA periodically makes available to its licensees Enhancements, DEA simultaneously shall make such Enhancements available to LICENSEE at no additional cost. LICENSEE shall have the right, in its sole discretion, to accept any Enhancement and to install, or have installed by DEA, such Enhancement on LICENSEE's computer Deno Evans&Associates,Inc. 303-771,0110 Main 5613 OTC Parkway,Suite 1250 800.440.3994 Toil Free Greenwood Village,CO 80111 303=796.7429 Fax v012411 6 vnvw.deacom • aQO Event IVianagement Systems Schedule Clarity system. The failure of LICENSEE to include any Enhancement in its Software shall not affect DEA's Maintenance and Support obligations as set forth herein. DEA shall provide to LICENSEE, at no additional cost, an appropriate conversion utility for each Enhancement delivered hereunder if such conversion utility is required to migrate data and/or files in a format compatible with the new Enhancement. At the time of delivery of an Enhancement, DEA shall prepare and deliver to LICENSEE without additional cost any Documentation revisions, additions or updates necessitated by such Enhancement All Enhancements to the Software and/or the Documentation shall be deemed part of the Software and/or Documentation governed by the Agreement and this Maintenance and Support Exhibit, and shall be maintained in accordance with the terms of the Agreement and this Maintenance and Support Exhibit. Dean Evan Y Associates,Inc. 303-.771-0110 Main 5613 DTC Parkway,Suite 1250 800-440-3994 Toll Free Greenwood Village,CO 60111 303.796-7429 Fax v012411 7 vnvw.dea.com „ern Event Management Systems Schedule Clarity Executive Summary Thank you for your interest in Event Management Systems(EMS) software from Dean Evans&Associates, Inc. (DEA). We have been in the business of room scheduling and event management software since 1986 when we developed a custom solution for an organization that still uses our software today. The facility scheduling staff there needed a better way to manage the rooms, resources and other details for the thousands of events they managed each year.The result was EMS, a software application that handled everything from recording customer contact information and notes from initial conversations to the post-event settlement of their bill. Today, more than 4,000 organizations and over 2.5 million registered users rely on EMS to manage millions of meetings and events each year.Those organizations have discovered the benefits of having powerful,comprehensive tools for: • Reserving rooms for meetings and events • Managing resources and'services • Publishing event information to the internet • Reporting on the utilization of-rooms EMS enables them to get the most out of these valuable assets. And with each new customer,we've developed an even deeper understanding of the needs of government facilities. In addition to delivering a superior product,we also offer experienced and reliable Denver-based customer support and professional services. Our Customer Support team, consistently rated by our customers as the best they've ever dealt with, has a remarkable record for bringing fast; comprehensive resolutions to all EMS technical questions and challenges. Our experienced Professional Services group assists in planning for and deploying EMS to meet your specific business needs. Consulting, installation, training,converting of data from other scheduling products and custom report generation are just some of the projects Professional Services can tackle. This document contains all the details related to purchasing the EMS system for use at your organization. o Descriptions of Products(scheduling/calendaring and optional modules) o Pricing m Software Delivery u Annual Service Agreement Information o Abbreviated Customer List I look forward to speaking with you further about how EMS can help you get the most out of your room and resource assets. Dave Karrasch,Account Executive, Government&Non-Profit EMS Software.by Dean Evans&Associates, Inc. Toll Free: 800-440-3994 x843, Direct: 303-740-4843 Email:dave.karraschAdea.com Page 2 of 9 i1 lii 7' Event Management Systems Schedule Clarity Description of Products and Services Below is a list of facility scheduling solutions that Dean Evans&Associates, Inc. has proposed to meet your needs. This list has been broken into two sections.The first is a listing of what products and modules are included in the price quote(s)on the following pages. The-second is listing of other available options and modules. Quoted Products and Services: rhi EMS Professional: Powerful,full-featured room and resource scheduling software for use at larger sites or across multiple local sites managed by one department. EMS Professional provides room search, resource tracking, event invoicing and reporting capability, along with additional functionality and integrations through optional modules. cia EMS Professional Client Access Licenses(Concurrent) chi EMS Professional Advanced Options.Module: Designed for environments where a greater delineation between groups within an organization is necessary,the Advanced Options Module provides more granular user access settings,the ability to run reports based on user-defined room"views"and the option to define multiple departments. ch Consulting-Needs.Assessment: Leveraging industry expertise,our consultant will review your current scheduling processes with your stakeholders,assess each operational need and determine where business practices and desired outcomes may be out of sync with best practices. Business review includes managed service facilities, academic;facilities(if applicable),general conference rooms, and services(audio-visual,video conference, catering,visitor management), and billing/reporting requirements. Based on assessment our consultant can customize the training plan,establish data gathering requirements and provide project plan guidance to meet your identified objectives. q:, Training--Phone, Remote or On-Line Training qo Consulting-EMS Go-Live Support: Provide named resource, priority consulting support after the"Go-Live"for system stabilization. Additional Offerings: rb Integrated Authentication: Eliminate redundant logins and improve security with this optional module that enables Single Sign On(SSO)for Virtual EMS and the EMS Web Client. With Integrated Authentication, end users who have already authenticated with your network or web portal are automatically logged in eliminating the need for a separately maintained user account. ch Language Translation Module:This optional module enables language localization for Virtual EMS and the EMS Web Client. Choose from language packs that other customers have contributed to our library or work with us by translating a list of-standard labels and having us compile a language pack for you. RoomWizard Interface: EMS can be integrated with Steelcase RoomWizardmi devices,which are digital room signs that can allow walk-up booking of space. With this integration, users have the option of reserving rooms in advance through EMS or booking on-the-spot from RoomWizard's touch-screen at the conference room. RoomWizard shows the room's current schedule and provides a convenient red/green light to indicate whether the room is occupied or available. By integrating these technologies,organizations can eliminate scheduling Page 3 of 9 - conflicts,optimize room usage, and track impromptu use of space. rb Video Display Interface:Add this module to automatically export your schedule of events for display on digital signage throughout your facility. Data can be exported in a variety of formats including XML, Microsoft Excel®, an outline format compatible with Microsoft PowerPoint®, and a selection of formats for specific digital signage systems. Please note that not all digital signage systems require output from the VDI to integrate with EMS— check with your digital signage vendor for requirements. rb Virtual EMS Browse: Provides real-time access for viewing a list of your meetings and events, searching for a specific event or looking for available space from the internet. q, Microsoft®Exchange Integration:Virtual EMS can be integrated with Microsoft Exchange to streamline the process of arranging meetings.With this optional"Plan-a-Meeting" module,meeting hosts can view the availability of both meeting rooms and attendees, send Microsoft Outlook®-based invitations and order any necessary equipment,catering services, etc.—all from a single, easy-to-use interface. ch Virtual EMS Request/Reserve: Allows authorized users to submit requests for meeting/event space and the associated resources(catering, equipment, etc.)or create self-service reservations directly from the internet through a secure interface. • { Page 4 of 9 Ole i 14,0° ern Event Management Systems Schedule Clerity Software Delivery Upon receiving a signed agreement or purchase order, DEA will make the software and documentation available for the licensee through a secured area of DEA's website(www.dea.com). Professional Services The EMS Professional Services team is very comfortable bringing organizations up to speed on the software.They have trained by numerous methods including direct training,train the trainer,and a hybrid approach. Common training topics include: • Initial Core Data Configuration and System Parameters • Making and Editing Reservations • Creating Confirmations • Adding Booking Details and Managing Service Providers(Audio-Visual, Catering,etc) • Daily and Statistical Reports • Systems Integrations(HR, Financial or others) Annual Service Agreement.Information The EMS Annual Service Agreement(ASA)provides the licensee ongoing technical support, the ability to download new versions of EMS software and access to the secured area of our website.The ASA begins immediately once the software is purchased and is required for the first year with optional renewal after that. The EMS Customer Support team will assist with any technical questions encountered during the installation, set-up or ongoing use of EMS software. Support is available via email or a toll-free telephone number, Monday through Friday,7:30 AM to 5:00 PM MST.The Customer Support team strives to respond to technical questions within minutes, and in all cases within two hours. All major new releases of EMS software are announced via email, posted on our website and available to customers with a current ASA.Additional product information, special technical notes and the EMS Knowledge Base are also available ASA holders. Technical Requirements The system requirements for each product quoted in this proposal can be found as follows: EMS Professional: http://www.dea.com/ReciPro Page 7 of 9 Prescribed by State Board of Accounts City Form No.201(Rev.1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee,� P 711 OW," Q/7/, SS mac,g 1 //,1c , Purchase Order No. (C' d 975C, Terms D,//61, 753 9 7-'5.- '63 Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 3/2V/2 3 5 9,57 ��5 P o Psf,����y/ ��f�Sy, � /(, 332. Total I/,3 3Y.G I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct are - audited same in accor- dance with IC 5-11-10-1.6. 5-7-114 GitsFfe-Treasurer VOUCHER NO. WARRANT NO. /- ALLOWED 20 OP&G� 476— IN SUM OF $ 0 .66X 97_s07 A-745, 771' $ //, 33ô ON ACCOUNT OF APPROPRIATION FOR 902/ Board Members DEPT.# INVOICE NO. ACCT#/TITLE AMOUNT I hereby certify that the attached invoice(s), 5 89 5,-• <14/60s-0 7 /(339 V or bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except 20 /2 ec�{ g, rector Carmel Redeve(Wiment Commission Cost distribution ledger classification if claim paid motor vehicle highway fund