HomeMy WebLinkAbout1998-347ORDINANCE NO 10 lg7
AN ORDINANCE AWARDING A CONTRACT FOR THE PURCHASE OF A COURT SYSTEM
SOFTWARE PACKAGE INCLUDING SOFTWARE, MAINTENANCE, AND RELATED
SERVICES AS AWARDED BY THE STATE OF TEXAS GENERAL SERVICES
COMMISSION, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND
PROVIDING FOR AN EFFECTIVE DATE (PURCHASE ORDERS # 90104 TO COURTS
SPECIALISTS, INC IN THE AMOUNT OF $118,055 00)
WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services
Commission has solicited, received and tabulated competitive bids for the purchase of necessary
materials, equipment, supplies or services in accordance with the procedures of state law on behalf
of the City of Denton, and
WHEREAS, the City Manager or a designated employee has reviewed and recommended
that the herein described materials, equipment, supplies or services can be purchased by the City
through the General Services Commission programs at less cost than the City would expend if
bidding these items individually, and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the numbered items in the following numbered purchase order for
materials, equipment, supplies, or services, shown in the "Purchase Orders" attached hereto, are
hereby accepted and approved as being the lowest responsible bids for such items
PURCHASE
ORDER VENDOR AMOUNT
90104 COURT SPECIALISTS, INC $118,055 00
SECTION II That by the acceptance and approval of the above numbered items set forth
in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the
General Services Commission for such items and agrees to purchase the materials, equipment,
supplies or services in accordance with the terms, conditions, specifications, standards, quantities
and for the specified sums contained in the bid documents and related documents filed with the
General Services Commission, and the purchase orders issued by the City
SECTION III That should the City and persons submitting approved and accepted items set
forth in the attached purchase orders wish to enter into a formal written agreement as a result of the
City's ratification of bids awarded by the General Services Commission, the City Manager or his
designated representative is hereby authorized to execute the written contract which shall be attached
hereto, provided that the written contract is in accordance with the terms, conditions, specifications
and standards contained in the Proposal submitted to the General Services Commission, quantities
and specified sums contained in the City's purchase orders, and related documents herein approved
and accepted
SECTION IV That by the acceptance and approval of the above numbered items set forth
in the attached purchase orders, the City Council hereby authorizes the expenditure of funds therefor
in the amount and in accordance with the approved purchase orders or pursuant to a written contract
made pursuant thereto as authorized herein
SECTION V That this ordinance shall become effective immediately upon its passage and
approval
PASSED AND APPROVED this A0 day of , 1998
JA ILLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
BY &A
90104PO ORDINANCE
ATTACHMENT
$ 1
1-4
2
a'
y
<
cc
~
(L
W
OW1
V]
p
y3$
a
t0
G
z
N
w
V1
E
y2
� �"'
o
O
>
r
H
V1 V1
W
W
H
o CC
c�
u x
waaw
y m
MnT
a W
H
a
I N
0 U
W
F
or
m H
W O
na
z]Ez
UUOOq
0
It
m
y
X N
Y N
o
N
yyy
`o
o
K
C
Zi
Q$
z
t,
y
�{¢yN
yn
W
au
ZLU
A
LL
U 00
01; 3
m�
�20
co
01
VOC
> r
O
N
m
a
14
O
^
m
W
0
W
a
W
r
0
O
z
w
r7 "
0 =
Z
G7 _ a
o
H
N 'OCC
m
V]
G N W
N
a w
}� G
"
M A'i
R
a$ac
"
U a
w
0
O
V1
V1
x
a 4
3
in
�W
toz
u,
rn
-
H 4
z
D
N gm
a
W
o
x
ma
O o
U (n
a
w
U
U
1
y
W
�
a
O O
O
O
O
0 0
0
0
0
0 0
0
0
0
0 0
0
0
0
W O
o
vi
m
W N
O
r
W
m
H
0
0
O
O
O
O
O
O
O
0
0
0
0
o
a
O
O
O
o
H
O
O
O
O
O
W
O
O
N
E
W
N
0
r
W
m
H
d
C7
W
W
W
9q
6
a
z
z
z z
z
z
u1
w
w
w U
w
?C
pC
iC 4
w
a
W
H
z
F+
C
C
4
W
\
w
W
\
\ a
\
\ U
z
z M
z 0
z >
H
a
w
E
W
O
Q
u1
Ur
a
0
z
40 0
as 0 z
as 0 W
is 0 0
O
00
O E
O H
• ri
. -1 1-1
• H z
• •-1 E
E co
E W H
H CO H
H W 4
4 4
4
RC a
Uih
U ftu
04# W
UiCA
a a. V:
aDI. a
a>.H
a>•H
O H N
O H O.
O H VI
O E m
a�a
a..a
a�a.
o�z
z U a
z U iC
z U m
z U
W
W
W
W
Q
W
W
W
W
W
W
W
0
0
0
0
0
0
0
0
H
H
N mIt
0 0
0 0 0 0 3.
0 0 0 0
N
O
Z
d y
LLI
y¢
Q O ly J T W O
cc�D Ya C. 0 N y
y?6 C 0 p H
O ! Up4 y?0
W ai XW
� W W iC E
a ao .4UH
H a W
001
H
nzo �z
m WOOW
1 UUOtG
rn
X x
} o
H
Q
,a
I
j x
L H
O�N w
�' H ^ W
Z' m CD
ogo
ac N
}�ZO W
0 0 �,
�yC 0
an N
I
v H 0
o H
m
m to
to
a•
to
r y
r o5
U S
m z EO
H
0 of
�
Z N
a W
1.
0
U a O U)
Yyy y z W Olt
E �f3 z A V
E+ PC z D
�gm a W 0
20
o
:i U m rk
us
came
F- _ O y
Z � y
if WW W
0 0
0
0 0
0 0
0
0 0
0 0
o
n in
O
0LO
N
to
W O
01
LD
W LO
O O
O
O
O O
O
0
0 0
0
o a
O O
O
U H
O eM
0
N O
d• t0
0)
to H
to
m
m W
0
H
o
z
W a
W O
W
W
as a
as a
z
s
x rn
x o
z
z
z
N
W O
W of
W
6
7i
%1
z
7E
W
ra
U
U
z
x
z
W
W
t H
W F
6
6
x �q
z 03
x
x
a
a
y
%C
G
F
a
o
a
x
x
o
qp Oz
ib O 7G
#Oa
0kO
04
o 04
0I W
o
.o
.,
.O a
• + z
HOD W
HmDC
HOD
EaD �+
U40w
U
Uik3
a'D�E
ai D•O
Di>4 UI
06H W
off W
OH W
OE W
0E+U
C] H O
IZ H z
OD H C
OD 'r 4
zUN
zr)
z U U
zU G.
W
W
W
W
4
W
W
W
W
O
O
O
O
O
O
O
O
Ln
0
0
0
0
0
r
0
0
p
0
0
4
M
0
Z
a
Q
¢
t0
1- LL W
O
pHp
Z
c
L)
g
0
ti
v
ro
Z
d
U
z
N
OD
d'
O
C7 N
z �
M r
D H
N Vl W
W U4
U4 tox
W a a' W
a W k E
aW
a U E
z
aEwo
E a H
x ❑
W O 0 W W
U U 01 A
Q
0
0
M
y
A
z
W
a
w
to
E
z
0
H
z
E
W
W
a
Y�
m
Cl)
0
N
O
H
i
r.'nn
In
In
w
m
a
5
0
U
0
00
<>
0
00
0
0 In
0
oLO
0
�
� m
O
o
a a
ca
O
E H
O
00
rl
E E
In
W Im
U' z
as
0
0
0
uO
0
0
a
a
W
E
z
W a
z a
a
z H
a
C7
Dr. W
W
?q U
W
a
14
VJ
H
a
m
W
\ 3
m
R
d'
z a
m
A
01
vi
#h O U
E
• .a
a+
E+ GD W
m
U40
o
3
a a a
0
0Ha
O H Q
z U x
o
W
>
a
�i
t
W
O
0
�
I
I
I
m
0
5
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. and CITY OF DENTON
September 28, 1998
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. and CITY OF DENTON
Table of Contents
1 FURNISHING OF SOFTWARE AND SERVICES
2 CONTRACT DOCUMENTS
3 DEFINITION OF TERMS
4 CONTRACT AGREEMENT AND CLAUSES
A
Third Parties Clause
B
Entire Agreement Clause
C
Agreement Extension and Modification Clause
D
Terms of the Agreement Clause
E
Applicable and Governing Law Clause
F
Notices Clause
G
Survival Clause
H
Force Majeure Clause
I
Incorporation by Reference
J
Site Preparation
K
Shipping of Equipment and Installation
L
Non -Waiver of Agreement Rights
M
Non -Collusion Covenant
N
Copyright and Trade Secret Warranty
O
Nondiscrimination by Vendor or Agents of Vendor
P
Right to Source Program
Q
Ownership of Data and Index Files
R
Subcontractors
S
Termination
T
Assignments
U
Vendor as Independent Contractor
V
Warranty Clauses
W
Software Enhancements or Additions
X
Final Acceptance of the System
Y
Exclusive Venue
Z
Publicity
AA
Compliance with All Laws -- Partial Invalidity
BB
Rights to Perform Internal Teaching and Seminars
CC
Headings Not Controlling
1
1
N
2
2
2
2
2
2
3
3
3
4
4
4
4
4
5
5
5
5
5
5
6
6
6
7
7
7
7
7
8
8
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Table of Contents
( continued )
SCHEDULE OF ACTIVITIES
DATA LOADING
ACCEPTANCE TESTS AND PAYMENT SCHEDULE
TAXATION
TITLE
TRAINING
DOCUMENTATION
SOFTWARE LICENSE
SYSTEM MODIFICATION
MAINTENANCE
CITY RESPONSIBILITIES
INSURANCE
FOREIGN COMPONENT INTERFACE
NOTICES
SEVERABILITY
AGREEMENT SIGNATURES
ATTACHMENTS
A Schedule of Activities
B Software Price List
C Software Services
D Additional Hardware & Services
E Price Summary
F Payment Schedule and Contract Milestones
G Acceptance Tests
H Clarifications
8
8
8
8
9
9
9
:9
11
11
12
12
12
12
13
13
14
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
This Agreement is made and entered into this 28 ° day of S_pe tember, 1998 by and between
COURT SPECIALISTS, INC (CST), a corporation having its offices at 906 Anna Lane, Friendswood,
Texas 77546, and the City of Denton, Texas (CITY), Municipal Court having its offices at 215 East
McKinney Street, Texas 76205
RECITALS
Whereas, on November 27, 1997 CSI responded to a request to provide certain Software, maintenance and
related services to the CITY to be purchased through a State Catalogue Entry (SCE)
Whereas, THE CITY now desires to contract with CST to obtain the license, the software, software
maintenance and other services described in the State Catalogue Entry (SCE) and CST desires to contract
with the CITY to provide said license to software and the services described in the (SCE)
Now, therefore, in consideration of the mutual covenants, promises and undertakings contained herein,
the parties hereto hereby agree as follows
11M-1MA:Lk1, I Q[ers) 4:14) 4 a:7A Ts
Subject to the terms and conditions set forth herein, CST agrees to provide at locations specified by the
CITY who hereby agrees to purchase
A The License for the use of the computer programs and related documentation listed in Attachment B
hereto (collectively "the Software") at the price specified in Attachment B
B CST services listed in Attachment C at the prices specified in Attachment C
C Hardware and services listed in Attachment D at the prices in Attachment D
2 CONTRACT DOCUMENTS
The contract documents are
A CST response to written requests for additional information and clarification from the CITY in
Attachment H
B This Agreement, including the following Attachments attached hereto
Attachment A
Schedule of Activities
Attachment B
Software Price List
Attachment C
Services
Attachment D
Hardware & Hardware Services
Attachment E
Price Summary
Attachment F
Payment Schedule and Contract Milestones
Attachment G
Acceptance Tests
Attachment H
Clarifications
Each of these documents is incorporated herein by this reference as if set forth in full and shall constitute
a part of this Agreement In the event of any conflict in the obligation pursuant to the above documents,
control shall be determined in the following order
I This Agreement
2 The Clarifications
3 SCE
The failure of this Agreement to include reference to any matter contained in any other contract document
shall not be deemed to constitute a conflict
3. DEFINITION OF TERMS
A System The total complement of software and services identified in Attachment B, Attachment C and
Attachment D by CSI, which are required to operate as an integrated group
B Licensed Software Each software module listed in Attachment B, including machine-readable object
code (not source code) for such product, any user documentation for such product, and any other
related materials which are furnished to the CITY by CSI for the use in connection with such
product
4 CONTRACT AGREEMENT AND CLAUSES
A Third Parties Clause
Neither of the identified parties to the Agreement shall assign or encumber any of its rights, or
delegate or subcontract any of its duties defined in the Agreement, in whole or in part, to other third
parties unless the other party to the Agreement gives prior written consent However, both parties
may assign this contract to their successor by operation of law or by reason of their sale or transfer of
stock or assets to another entity, without the approval of the other party
B Entire Agreement Clause
This Agreement, including all contract documents listed in Section 2, constitutes the entire
Agreement between the CITY and CSI and supersedes all quotes, presentations, representations and
communications, whether oral or in writing, between the parties on this subject
C Agreement Extension and Modification Clause
The Agreement maybe modified or extended in accordance with the following procedures A change
shall be by formal amendment of the Agreement signed by the parties and made a permanent part of
the Agreement
D Term of the Agreement Clause
This Agreement encompasses separate undertakings the term of each of, which is independent of the
others These undertakings include the licensing of computer programs (software), installation,
training, and software support
E Applicable and Governing Law Clause
The Agreement shall be subject to all laws of the Federal Government of the United States of America
and to the laws of the State of Texas All duties of either party shall be legally performable in Texas
The applicable law for any legal disputes arising out of this contract shall be the law of (and all
actions thereunder shall be brought in) the State of Texas, and the forum and venue for such disputes
shall be a state in district Court of Denton County, Texas
F Notices Clause
All notices or communications required or permitted as a pan of the Agreement, shall be in writing
(unless another verifiable medium is expressly authorized) and shall be deemed delivered when
a) actually received by the Court Administrator or their designated representative
b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party
or
c) if not actually received, 10 days after deposit with the United States Postal Service authorized mail
center with proper postage (certified mail, return receipt requested) affixed and addressed to the
respective other party at the address set out in the section of the Agreement "Identification' of the
Parties to the Agreement" or such other address as the party may have signed by notice or Agreement
amendment to the other party, or
d) Upon delivery by the CITY of the notice to an authorized CSI representative while at the CITY site
Consequences to be bome due to failure to receive a notice due to improper notification by the
intended receiving party of a new address will be borne by the intended receiving party
G Survival Clause
All duties and or payment responsibilities of any party, which either expressly or by their nature
extend into the future, shall extend beyond and survive the end of the contract term or cancellation of
this Agreement
H Force Majeure Clause
Timely performance is essential to the successful initial implementation and ongoing operations of
the court management system However, neither party will be liable for delays in performing its
obligations under this Agreement to the extent that the delay is caused by Force Majeure Force
Majeure acts shall mean a cause which is beyond the control of the affected party and may include but
not be limited to acts of God, strikes, lockouts, nots, acts of war, epidemics, government regulations
unposed after the fact, fire, communications line failures, earthquakes, or other disasters Force
Majeure shall not be allowed unless
1) Within three (3) calendar days of the occurrence of Force Majeure, the party whose performance is
delayed thereby shall provide the other party or parties with written notice explaining the cause and
extent thereof, as well as a request for a time extension equal to the estimated and duration of the
Force Majeure events, and,
2) Within seven M calendar days after the cessation of the Force Majeure event, the party whose
performance was delayed shall provide the other party written notice of the time at which Force
Majeure ceased and a complete explanation of all pertinent events pertaining to the entire Force
Majeure situation Unless provided prior written notice of permission by the other party or parties to
the Agreement, under no circumstances shall the permissible delays justified by Force Majeure extend
beyond one hundredtwenty (120) days from scheduled dates or from unscheduled deadlines resulting
and established due to failure of the system to mat performance exammation(s) as documented in the
Agreement Failure to secure prior written permission extending the due date after the one hundred -
twenty (120) days, even under Force Majeure conditions, shall constitute default by the party failing
to meet the required deadline Under no circumstances shall delays caused by a Force Maeure extend
beyond one hundred -twenty (120) days from the scheduled delivery or completion date of a task,
unless by prior (to the one hundred -twenty day) written notice of permission of the other patty
Failure to seem this written prior permission, even in the case of Force Majeure shall constitute
default by the party failing to mat the requirement Either party shall have the right to cancel the
contract Agreement if Force Mayeure suspends performance of scheduled tasks by one or more parties
for a period of one hundred -twenty (120) or more days from the scheduled date of the task if a
cancellation due to a Force Maleure occurs before title passes to the CITY, then CSI may keep any
parts of the system as it can salvage, but must remove same at its own expense If cancellation occurs
due to a Force Maleure after title passes to the CITYOF DENTON, the system shall remain with the
CITY and CSI shall be entitled to any such payments as have accrued according to the payment
schedule
Incorporation by Reference
CSI shall supply software, and other related services adequate to accomplish the requirements as set
forth in the SCE and the CSI response to the SCE The parties also agree that where there is not a
conflict between this Agreement and the information presented m the referenced documents, that all
terms, conditions and offers presented in the CSI response to the Request for Information shall herein
be referenced to the Agreement and shall be binding upon all parties to the Agreement
Site Preparation
Upon contract execution, the CITY and CSI will have thirty (30) days to prepare a mutually agreeable
schedule of activities
K Shipping and Installation
The Hardware Vendor or the CITY shall pay all shipping costs to the site All payments to shipping
agents and for insurance fees shall be made directly by the Hardware Vendor and CSI shall make no
payments to any firm concerning the shipment and delivery, which is not a part of this Agreement
and for which exact payments are not described
CSI and/or its subcontractors shall furnish all necessary labor, and other services listed on
Attachments B and C, required to accomplish installation at The Municipal Court CSI will install
the software and provide the conversion services
Installation shall be performed during normal business hours, and the CITY, shall make all the
necessary arrangements to allow the CSi personnel sufficient workspace and access to the installation
locations during normal business hours, or at such other times as may be mutually agreed upon
When the system has passed the software functionality test, CSI and/or its subcontractors shall certify
to the CITY that the installation is complete
L Non -Waiver of Agreement Rights
It is the option of any party to the Agreement to grant extensions or provide flexibilities to the other
party in meeting scheduled tasks or responsibilities defined in the Agreement Under no
circumstances, however, shall any parties to the Agreement forfeit or cancel any right presented in
the Agreement by delaying or failing to exercise the right or by not immediately and promptly
notifying the other party in the event of a default In the event that a parry to the Agreement waives a
right, this does not indicate a waiver of the ability of the party to, at a subsequent time, enforce the
right
M Non -Collusion Covenant
CSI hereby represents and agrees that it has in no way entered into any contingent fee arrangement
with any firm or person concerning the obtaining of this Agreement with the CiTY In addition, CSI
agrees that a duly authorized CSi representative will sign a non -collusion affidavit, in a form
acceptable to the CITY, that the CSI firm has received from the CITY no incentive or special
payments, or considerations not related to the provision of automated systems and services described
in this Agreement
N Copyright and Trade Secret Warranty
CSI represents and warrants to the CITY that, to the best of its knowledge and belief, the software
furnished under this Agreement does not violate any U S copyright or any trade secret of any third
party
O Nondiscrimination by Vendor or Agents of Vendor
Neither CSI nor anyone with whom CSI shall contract shall discriminate against any person
employed or applying for employment concenmg the performance of the CSI responsibilities under
this Agreement This discrimination prohibition shall apply to all matters of initial employment,
tenure and terms of employment, or otherwise with respect to any matter directly or indirectly relating
to employment concerning race, color, sex, religion, age, national origin, or ancestry A breach of
this covenant may be regarded as a default by CSI of this Agreement
Right To Source Program
If CSI, shall cease to be in the software business, or if CSI should be declared bankrupt or insolvent
by a court of competent jurisdiction, The CITY shall have the right to access, for its own and sole use
only, for maintenance, modification, upgrading and enhancement purposes only, one good copy of the
source to the Software licensed hereunder Each source program supplied to the CITY under this
paragraph shall be subject to each and every restriction on use set forth in this Agreement, and the
CITY acknowledges that the source programs and their associated documentation are extraordinarily
valuable proprietary property of CSI and will be guarded against unauthorized use or disclosure with
great care The CITY hereby waives any claims whatsoever to ownership or part ownership in the
licensed source or any modifications made to it
CSI agrees to maintain the source code on -site at the CITY If CSi defaults under the terns of this
agreement, the source code is available to the CITY and shall be subject to each and every restriction
on use set forth in this Agreement
Q Ownership of Data and Index Files
All parties to the Agreement acknowledge that the CITY shall maintain ownership and control of all
data files and the related indexes and pointers to those data files
R. Subcontractors
CSI may use subcontractors in connection with the work performed under this Agreement
S Termination
1) Either the CITY or CSi may terminate this agreement upon 30 day's written nonce if the other has
materially failed to comply with any of these terms and conditions of this agreement, except that if
the CITY distributes or makes any use of the software and/or related materials not permitted by this
agreement, CSI shall have the right, without affecting any other rights and remedies CSI may
have, to terminate this agreement immediately
2) When this agreement terminates for any reason, other than CSI's failure to comply with the terms of
this agreement, within ten business days thereafter, the CITY agrees to deliver the original and all
copies of the Software and related materials, including enhancements and derivative works Upon
CST's request, the CITY agrees to certify to having fully complied with this provision
3) Termination of this agreement does not free the CITY from its obligation to protect "Confidential
Information" and to return or destroy the software and other materials as provided under this
agreement
T Assignments
The CITY and CSI each bmds themselves, their partners, successors, and other legal representatives
to all covenants, agreements, and obligations contained in this Agreement
U Vendor as Independent Contractor
It is expressly agreed that CSI is not an agent of the CITY, but an independent contractor CSi shall
not pledge or attempt to pledge the credit to the CITY or in any other way attempt to bind the CITY
V Warranty Clauses
1 Software Warranty
CST warrants that the software provided under this Agreement meets each of the specific
requirements described in the Agreement and in CSI's response to (SCE) if the CSI software is
under a maintenance contract with the City, CSI will design, code, check out, document and
deliver promptly any amendment or alteration to the software that may be required to correct
errors present at the time of delivery of the system and which significantly affect performance
This warranty is contingent upon the CITY advising CST of such errors, in accordance with CST's
prescribed reporting procedures
2 Year 2000 Warranty
CST warrants that each hardware, software, and firmware product delivered under the contract(s)
shall be able to accurately process date data (including, but not limited to, calculating, comparing,
and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap
year calculations, when used in accordance with the product documentation provided by CST,
provided that all other interfaces (eg, hardware, software, firmware) used in combination with
such product properly exchange date data with it If the contract requires that CST's products must
perform as a system in accordance with the foregoing warranty, then that warranty shall apply to
CST's products as a system The duration of this warranty and the remedies available to the City
of Denton, Texas for breach of this warranty shall be as defined in, and subject to, the terms and
Ifmitations of CST's standard commercial warranty or warranties contained in the contract,
provided that, notwithstanding any provision to the contrary in such commercial warranty or
warranties, the remedies available to the City of Denton, Texas under this warranty shall include
repair or replacement of any CSI-supphed product whose non-compliance is discovered and made
known to CST in writing Nothing in this warranty shall be construed to limit any rights or
remedies the City of Denton, Texas may otherwise have under the contract with respect to defects
other than Year 2000 performance
3 Warranty of Non -Infringement and Indemnification
CST warrants to the City of Denton that it is the owner or proper licensee of the Software and has
the right to enter into this agreement
CSI shall indemnify, defend and hold harmless CITY OF DENTON from and against any
claims, mcludmg reasonable legal fees and expenses, based upon infringement of any United
States copyright trademark or patent by the Software CITY OF DENTON agrees to notify CSI
of any such clans promptly in writing CITY OF DENTON agrees to cooperate fully with CSI
during such proceedings CSI shall defend and settle at its own expenses all proceedings arising
out of the foregoing In the event of such infringement, CSI may replace, in whole or in part,
Software with a substantially compatible and functionally equivalent computer program or
modify Software to avoid the infringement
4 NO OTHER WARRANTIES
LICENSOR MAKES AND CUSTOMERS RECEIVES NO OTHER WARRANTY EXPRESS OR
IMPLIED, AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE LICENSOR'S
LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER TIES AGREEMENT FOR
CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES SHALL BE LIMITED TO
THE AMOUNT OF THE TOTAL CONTRACT
W Software Enhancements or Additions
Should CSI expand software functional or performance capabilities beyond those required as part of
this Agreement, the CITY shall be responsible for the costs associated with the purchase, installation,
and maintenance of the computer hardware necessary to operate same The CITY will also be
responsible for the costs associated with installing the enhancements or additions
X Final Acceptance of The System
The software system shall be defined to be finally accepted by the CITY after the installation of the
System, and the load of the CITY databases, and the successful completion of the following
examinations acceptance test and conversion data The system is also considered accepted if the City
uses the system in a production mode A mutually agreeable Acceptance Test Plan will be jointly
developed
Procedures for the administration and criteria for successful completion of these examinations are
found in Attachment G of this document
Y Exclusive Venue
Exclusive venue for any legal action arising out of this Agreement shall be Denton County, Texas
Z Publicity
The CITY agrees to CSI using the CITY name in press releases, advertising, sales promotions,
articles, and other publicity matters related to any product furnished by CSI, including the CSI
customer list and newsletter
AA Compliance with All Laws — Partial Invalidity
• Compliance Each party agrees that it will perform its obligations herein in accordance with all
applicable laws, riles and or regulations now or hereafter in effect Neither party shall have to take
any action, which would violate any applicable law, rule, or regulation of the controlling authority
Partial Invalidity If any term or provision of this Agreement shall be found to be illegal or
unenforceable then, notwithstanding This Agreement shall remain in full force and effect and
such term or provision shall be deemed stricken
BB Rights to Perform Internal Teaching and Seminars
The CITY shall have the right, so long as the System contracted for herem is in use by the
CITY according to this Agreement, to give instruction to any or all CITY court personnel
CITY reserves the right to approve all scheduling of CSI Customer site visits CSI will coordinate
with the CITY Municipal Court or will refer CSI customers to Municipal Court regarding potential
site visits
CC Headings Not Controlling
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed as
part of this Agreement
S. SCHEDULE OF ACTIVITIES
The CITY and CSI will follow the Schedule of Activities as described in Attachment A This
schedule contains all essential activities for the project The parties may revise the schedule, after
contract signing, as they mutually agree
6. DATA LOADING
CSI will develop conversion programs to load the Court data from the existing indexed files, in
accordance with the mutually agreed upon schedule, provided that the CITY provides the Court file
layouts or other documentation essential for the conversion to CSI as required
IT IS RESPONSIBILITY OF THE CITY TO CERTIFY TO COURT SPECIALISTS INC, THAT
COURT SPECIALISTS WILL NOT BE IN VIOLATION OF ANY COPYRIGHT, NON-
DISCLOSURE, OR CONFIDENTIAL AGREEMENTS BETWEEN THE CITY AND THEIR
CURRENT VENDOR THIS INCLUDES
A CSI CONVERSION OF DATA FILES
B CSI CONTACT WITH EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS OR ANY PERSONS HAVING KNOWLEDGE OF THE
CURRENT DATA
7 ACCEPTANCE TESTS AND PAYMENT SCHEDULE
Payment is due upon receipt of invoice for successful completion of contract milestones Payment
percentages, payments for services performed and corresponding milestones are detailed in
Attachment F
Invoices shall be submitted to the CITY at the address contained in the first paragraph of this
Agreement
& TAXATION
The CITY represents that it is exempt from Federal, State, and Local taxation
9. TTTLE
Software is a licensed product and no title transfer is applicable
10. TRAINING
CSI will provide training sessions on the operation and use of the system for the City personnel as set
forth in the State Catalogue Entry, and in Attachment A, at times to be agreed upon by CST and the
CITY Any additional training requested as a result of software upgrade to the system purchased
under this Agreement will be provided as agreed by CSI and the CITY
11. DOCUMENTATION
CST shall provide system documentation and printed training manuals for the operation and
maintenance of the system Such documentation shall include
a Documentation for all functional modules purchased by the CITY
b One set of INFORMIX system documentation
c Four (4) - framing guides
d As enhancements became available, appropriate documentation will be sent
e Data Dictionary
f Data Flow Diagram
The CITY may photocopy or otherwise reproduce CST copyrighted documentation and training
materials for training or other internal use provided that CST's statement of copyright is included on
each copy
12. SOFTWARE LICENSE
A General
Subject to the terms and conditions hereinafter set forth, CSI hereby grants the CITY a
nontransferable, nonexclusive, and royalty -free, smgle-CPU license (the "License") to use the License
Software solely in the business of the City on the single computer listed in Attachment B, or
subsequent upgrades Such License includes the fair use of the software License software will be
provided by CST to the CITY pursuant to the terms of this Agreement, only in machme-readable
object code, except as provided by Section 4 P The CITY acknowledges that by virtue of this
License, the City acquires only the right to use the original and permitted duplicate copies of the
Licensed Software as described herein and does not acquire any rights of ownership in the Licensed
Software which tights shall remain exclusively with CSI The term of License shall commence upon
delivery of the first module of Licensed Software and shall remain in force as long as the City is in
compliance with all the provisions of the License
The computer programs and other items supplied by CST hereunder are for the sole use of the CITY at
the location of the CITY The computer programs licensed hereunder shall be used only on a singe
central processing unit or mainframe (referred to as the CPU) and its associated peripheral units Use
of a program shall consist either of copying any portion of the program from the storage units or
media into the CPU, or the Processing of data with the program, or both
B Payment of License Fee
The CITY agrees to pay CSI a one -tune license fee for the use of the Licensed Software in the
amount specified in Attachment B
C Right to Copy
No portion of the Licensed Software or any updates of enhancements to the Licensed Software may be
duplicated by the CITY except that the CITY may make as many copies as they require of the
machine-readable portion thereof for normal secunty backup purposes, and any other purpose allowed
under this Agreement, provided that the CITY properly reproduces on each such copy all notices of
CSI patent, copyright, trademark, or trade secret rights
CSI will allow the CITY permission to develop and CSI retains ownership of any code the CITY
develops with the followmg restrictions, the code is only to be used by the
CITY and can not be distributed for any reason outside the use of the CITY, the CITY can clone any
portion of CSI's Source Code, if the CITY uses any part of CSI's Source Code in a program
developed by the CITY, then that program becomes the property of CSI, but any problems caused by
the program requiring the services of CSI will be the responsibility of the CITY and CSI will bill the
CITY for any repairs to the system
The CITY can not modify any CSI Source Code without voiding the warranty If the CITY develops
programs that effect the data in the database and that results in the corrupting of data, CSI will bill
the CITY for services and time spent repairing data
The CITY agrees to notify CSI immediately for the unauthorized possession, use, or knowledge of
any item supplied under this license and of other information made available to the CITY under this
Agreement, by any person or organization not authorized by this Agreement to have such possession,
use of knowledge The CITY will promptly furnish full details of such possession, use or knowledge
to CSI, will assist in preventing the recurrence of such possession, use of knowledge, and will
cooperate with CSI in any litigation against third parties deemed necessary by CSI, to protect its
proprietary rights
D Title to Software
CSI retains ownership of all Licensed Software and related documentation The CITY shall keep
each and every item, to which CSI retains title free and clear of all claims, hens and encumbrances
except those of CSI, and any act of the CITY, voluntary or involuntary, purporting to create a claim,
Iron or encumbrance on such an item shall be void
Within thirty (30) days from the date of the CITY 'S discontinuance of the use of any portion of the
Licensed Software licensed hereunder, the CITY shall furnish CSI with written notice certifying that
through its best efforts and to the best of its knowledge, all machine-readable code, user
documentation or other related materials provided to the City with such Licensed Software, including
any copies thereon', whether in whole or in part, have been returned or destroyed as follows
1 All documents relating to such discontinued portion of Licensed Software shall be returned to CSI,
and the originals and all copies of any machine-readable materials containing all or any portion of the
discontinued Licensed Software shall be destroyed or plunged so as to totally remove from such
machme-readable materials all codes relating to the discontinued portion of the Licensed
Software
E Materials developed by CSi for the Municipal Court
The CITY agrees that all training and procedural materials developed by CSI in conduction with the
Licensed Software shall be property of CSI The City further agrees that additions and supplements to
the Licensed Software which may be developed for the Municipal Court through the reimbursed
efforts of CST employees or agents shall be the exclusive property of CSI
F Proprietary rights
CST retains for ltself, and the CITY acknowledges that CST so retains, all proprietary rights in and to
all designs, engineering details, and other software pertaining to all the System, and any all such
systems The License Software and the configuration of the Equipment shall be deemed to be the
trade secrets of CSI The CITY so retains, all proprietary rights to data files, or supplies created by
the CITY in the course of implementing and operating the system
G Protection of proprietary information
The CITY recognizes and agrees that all Licensed Software and updates of Licensed Software which
are provided to the CITY
t Are considered by CST to be trade secrets of CST
2 Are furnished by CSI to the CITY in confidence, and
3 Contain proprietary and confidential information
CST's placement of a copyright notice on any portion of any Licensed Software or any update to such
Licensed Software will not be construed to mean that such portion has been published and will not
derogate from any claim that such portion is a trade secret or contains proprietary and confidential
information of CST
The CITY agrees to hold all such Licensed Software and updates and enhancements to the Licensed
Software in confidence at least to the extent that it protects its own similar confidential information and to
take ail reasonable precautions to safeguard the confidentiality of such information No portion of any
update or enhancement to the Licensed Software may be disclosed, fumished, transferred or otherwise
made available by the CITY to any person except to those of its own employees or contractors who need
to use such information in accordance with this Software License. The CITY agrees to take appropriate
action by instruction, agreement, and otherwise with its employees or contractors to inform then of the
trade secret, proprietary, and confidential nature of the Licensed Software and the updates and
enhancements disclosed to the CITY under this Agreement, and to obtain their compliance with the
terns hereof The obligation of this paragraph will survive the termination of this Agreement Provided,
however, that any disclosure of any Act shall not constttute a breach of any of these provisions The
CITY shall not be obligated by any means to provide a defense to any court order or any Texas Attorney
General Opinion or Letter Opinion requiring the release of information under the Texas Open Records
Act on behalf of CST
13. SYSTEM
The CITY has the right to make custom program changes, which do not affect the original source
programs provided by CST
14. MAINTENANCE
CSI and the CITY may enter into an agreement for maintenance of the System Fees for the first
year's maintenance are identified in Attachment F A separate Maintenance Agreement will be
executed after the warranty period ends
15. CM RESPONSIB LIT71ES
The CITY will provide adequate and timely support or information with regard to its administrative,
operational, and management procedures, and any data necessary to effectively complete installation
or implementation of the System Once the installation has been completed, the CITY will manage
and operate the System
16. INSURANCE
A CSI, shall at CSI's own expense, purchase, maintain and keep in force during the term of this
Contract such insurance as set forth below All insurance policies provided under this Contract shall
be written on an occurrence basis The insurance requirements shall remain in effect throughout the
term of this Contract
1 Worker's Compensation as required by law, Employers Liability Insurance of not less than
$100,000 00 for each accident, $100,000 00 disease -each employee, $500,000 00 disease -policy limn
2 Commercial General Liability Insurance - $1,000,000 Land
B Concerning insurance to be furnished by CSI, it is a condition precedent to acceptability thereof that
insurance coverage is maintained with an insurance company licensed to do business in the State of
Texas by the State Insurance Commission or any successor agency that has a rating with A M Best
Rate Carriers of at least "A-" or above
C CSI agrees to the following
1 CSI hereby waives subrogation rights for loss or damage to the extent same are covered by
insurance Insurers shall have no tight of recovery or subrogation against CITY OF DENTON, it
being the intention that the insurance policies shall protect all parties to the Contract and be primary
coverage for all losses covered by the policies
2 Companies issuing the insurance policies and CSI shall have no recourse against CITY OF
DENTON for payment of any premiums or assessments for any deductible, as all such premiums and
deductibles are the sole responsibility and risk of CSI
3 Approval, disapproval or failure to act by CITY OF DENTON regarding any insurance supplied
by CSI (or any subcontractors) shall not relieve CSI of full responsibility or liability for damages and
accidents as set forth in the Contract documents Neither shall the insolvency or denial of liability by
the insurance company exonerate CSI from liability
D Any of the insurance policies required under this section may be written in combination with any of
the others, where legally permitted, but none of the specified ]units may be lowered thereby
17 ]FOREIGN COMPONENT INTERFACE
The CITY is hereby authorized to purchase and utilize peripheral equipment supplied by Third -party
vendors
is NOTICES
All notices given hereunder will be sent registered, certified or overnight delivery, addressed to the
other party at the address shown in the first paragraph of this Agreement or such other address as
either party may specified in writing
19 SEVERABHXff
If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired
20 IN WITNESS WHEREOF, the parties have caused this Agreement, which shall insure to the benefit
of and be binding upon the successors of the respective parties, to be signed and entered as of the date
first mentioned above
COURT SPECIALISTS, INC
OUEy _
Signature
Print Name and Trtle
APPROVED AS TO CONTENT
AND LEGALITY
Purchasing Agent
APPROVED AS TO FORM
i �j
EY k ,,�
City At mey
Date
ATTACHMENT A
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Schedule of Activities
Date to Finish Party Responsible
Tasks
Joint
Finalize Contract
CITY
Prepare purchase orders
Joint
Specifications for Conversion
Specifications for Modifications
Set Installation Schedule
CSI
Receives third party software
CSI
Installation of all software
CSI
Load conversion data
Joint
Training
CITY
Verify conversion data
Joint
Live operation
CITY
Acceptance of System
*NOTE Court Administrator, Information Services Manager, and CSI staff will confirm a Schedule of
Activities within 30 days of contract execution This Schedule of Activities will be met by CSI if
the contract is executed according to the above schedule and the CITY meets its obligations
ATTACHMENT B
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Software Price List
RDMS Software
$
4,00000
4GL Compiler Runtlma (GUI)
$
4,SW 00
Court Managornerd System
$
32,000 00
Crystal Reports 5 User LAN Pads
It
3,99000
FweWn (25 users)
$
3.62500
ATTACHMENT C
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC AND CITY OF DENTON
Services
Project MBItelperr rn
$
10,000 00
Product Training ( On-sne)
$
3,ODO DO
Product Tnunirg ( Fdw dswood)
$
11,000 00
ProductCarnarsion
$
10,DD000
Project Team EVerrses
$
4 ODO 00
Software InstallsOm
$
3 0DO 00
Interface to Gwaral Ledger
$
5,00000
Interface to Pdka System
$
5 0D0 00
E&W Data from the Meinfrartte
$
6,000 00
ATTACHMENT D
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Hardware and Hardware Services
ATTACHMENT E
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Pnce Summary
ATTACHMENT
I ITEM
PRICE
B
Somme
$ 48,416 00
c
senAoes
$ 58,00000
D
Hardware & Hardware Sandoss
$ 6,5w 00
I
Annual Maintenance ( Can)
$ 0,40000
I
Annual Melntarrarros ( INFORMIX)
$ 640 00
Total $ 118,05500
ATTACHMENT F
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Payment Schedule and Contract Milestones
ITEM
AND COST CATEGORY
INSTALL COST
DUE AT
CONTRACT
EXECUTION
DUE AT 71ME
OF DELIVERY
DUE AFTER
FORMAL
ACCEPT
mputer
fp,00
$000
g System
SD 00
SO 00
$saw 00
SS,SW O0
4
ApplIcafimSdtwme
$32,00000
$32,00000
5
System IntegmftVInterfacea
$10,0DO001
$10,000 00
8
Inet Wk)n SeMcen
$47.500.00
547, tX1
7
SoMNereAnnual Melnt 8 Support
$8,400001
$8,400 00
8'
Infw tAnnuelMeinL8Support
$84000
$54000
9
UNIX Senor Maim. 8 Support
$0 00
$0 00
1 U
UNIX OS McInLB Support
$0 00
$0 00
11
Crystal Reports
$3,990 00
$3,9m 00
1
FacOft
$3,62600
$3,62500
1
Hardware
$5,100001
1
$5,10000
Total $118.05500 1 $48,415OD I $S$60000 1 $7,04000
ATTACHMENT G
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Acceptance Tests
A Database Load Pm%rmance Test
Following installation of software, the CITY databases will be examined for validity in conversion The
CITY will be responsible for conduction of this test
R. Aseeutance Tast
CSI and CITY will perform Acceptance Testing during the initial training
ATTACHMENT H
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Clarifleations
1 A standard USPS Geo-file address table lookup and validation designed by CSI will be provided (At
the City's request) The CITY is required to provide street indexes in an ASCII format
2 Modifications not addressed in the State Catalogue Entry or this agreement will require review and
negotiation
3 CSI will require the CITY to furnish file layouts and assistance during the conversion
process CSI will extract the data from the City's computer and load it into an Informix database
4 CSI will not support any equipment purchased through another vendor or currently owned by the
City