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HomeMy WebLinkAbout2001-076ORDINANCE NO NN- O % f0 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU- THORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A SOFTWARE LICENSING AGREEMENT AND RELATED AGREEMENTS BETWEEN THE CITY OF DENTON, TEXAS AND SPINDLEMEDIA, INC, A QUALIFIED INFORMATION SYS- TEMS VENDOR ("QISV") OF THE STATE OF TEXAS FOR TAX SOFTWARE AND RE- LATED SERVICES, AUTHORIZING THE EXPENDITURE OF FUNDS, AND PROVIDING FOR AN EFFECTIVE DATE, WHEREAS, Spmdlemedia, Inc is a Qualified Information Systems Vendor ("QISV") of the State of Texas, and WHEREAS, the proposed contracted -for goods and services fall within the scope of said QISV status for the purposes of the Catalog Purchasing Method prescribed by Chapter 2157 of the Texas Government Code, and WHEREAS, upon the evaluation and recommendation of staff, the City Council has pre- viously determined that the contracted goods and services represent the best value obtainable for said goods and services, NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The City Manager, or his designee, is hereby authorized to execute an agreement between the City of Denton and Spindlemedia, Inc , for tax software and related ser- vices, substantially in the form of the attached agreement This authorization includes authonza- tion to sign related documents that are made a part of or are referenced in the attached agree- ment iSECTION 2 The City Manager is authorized to make the expenditures as set forth in the attached agreement and exhibits made a part thereof tSECTION 3 This ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the ai eeh day of 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY �// L r�l i •• E• • LEGAL FORM A. .. .. • • BY Purchase Order 12583-S indle#LZ Inc -QISV ORDINANCE Page 2 SOFTWARE LICENSING AGREEMENT TI-JIS AGREEMENT ("Agreement") is hereby entered into between the City of Denton, Texas, a Texas home rule municipal corporation whose offices are located at 215 McKinney, Denton, Texas in Denton County, Texas ("Licensee") and Spmdlemedia, Inc, a Texas corporation, whose offices are located at 210 6th St, Suite 1005, Fort Worth, Texas 76102 ("Licensor") on the following terms and conditions Definitions (a) "Licensor" "Owner" or "Spmdlemedia" means Spmdlemedia, Inc , a Texas corporation with a principal place of business at 210 6th St, Suite 1005, Fort Worth, Texas 76102 (b) Licensee" "City" City' "City Crty of Denton means the City of Denton, Texas, US A, a Texas home rule municipal corporation with its principal place of business at 215 E McKinney, Denton, Texas 76266 (c) "Effective Date" is the last date of signature of a party as set forth below (d) "Software" means a set of instructions consisting of symbolic languages, processes and logic routines in machine executable form used in the operation of computer equipment applied to the performance of specific tasks (d) "Licensed Software" means the Software, including any Updates or part(s) thereof, listed on any exhibit or attachment to this Agreement, and which is commonly called Tax Office2000 (e) "Use" means copying of all or any portion of the Licensed Software from storage units or media into a computer or using any software in the course of computer operation (f) "In-house" means used only for administrative purposes by the City of Denton, Texas, which purposes shall include use in any city -owned, leased, or other specifically designated city facilities of the City of Denton, Texas (g) "Trade Secret" or "Confidential Information" means any business, technical or other information disclosed by a party which, at the time of disclosure, (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain secrecy (h) "DP Professional" shall mean any individual or business which supplies others with computer equipment, software or professional advice regarding such Computer manufacturers, dealers, distributors, retail stores, original equipment manufacturers ("OEMs"), independent sales organizations ("ISOs"), system integrators, software -1— C \Documents and SettingAsteveft Documents\Denton ConmactASinudlemedia license Agmant 4 doc houses, and data processing consultants are examples of DP Professionals (i) "Documentation" means all printed or electronic documentation which Licensor customarily provides or makes available with the Licensed Software The parties agree that "Documentation" includes all Updates of such documentation and further specifically includes four (4) user's manuals, which detail the features and functionahties of the licensed software The parties further agree that "Documentation" includes any and all written communications from Licensor to Licensee regarding the characteristics of the Licensed Software that may be integrated into this Agreement as exhibits or attachments �) "Update" means (a) any published revision or correction to the Documentation, and (b) any correction, enhancement, replacement, evolution or new release (including beta versions) of the Licensed Software, except for those reasonably designated as new products for which Licensor charges separately (k) "Software Services" or "Software Maintenance Services" means the services which Licensor provides to Licensee pursuant to the terms and conditions set forth in that certain Software Maintenance Agreement of even date, entered into between the parties a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference (the "Software Maintenance Agreement") (1) "Warranty Period" means the twelve (12) month period beginning on the date that the Licensed Software is first used operationally by the Licensee 2 Software License Licensor hereby grants to Licensee during the term of this Agreement a non-exclusive license (the "License") to use the Tax Office2000 software (the "Licensed Software") solely for Licensee's in-house use upon payment of the license fee set forth in this agreement Payment of the license fee is solely for the right to use the Licensed Software pursuant to the terms and conditions of this Agreement and does not constitute the purchase of the Licensed Software or of any right or title therein 3 Umitations Use of the Licensed Software is restricted to Licensee Licensee shall not copy the Licensed Software onto any other computer hardware of Licensee without Licensor's consent, nor shall Licensee permit a third party to copy the Licensed Software Licensee shall not have the right to further sub -license the Licensed Software or any part thereof Licensee shall not assign or otherwise transfer, or cause to be transferred, the Licensed Software or any part thereof, by operation of law or otherwise, directly or indirectly, including but not limited to, through any joint venture or in combination with any other person or entity Licensee shall not modify or cause to be modified by any third party the Licensed Software or any part thereof 4 Pronnetary Rights (a) Covered Software Licensee acknowledges and agrees that the Licensed Software, including the original and all copies thereof, in whole or in part, including all copyright, patent, trade secret and all other intellectual and proprietary rights therein, are and remain C \Documents and SetnngAsteveWy DocumnWADenton Contmcts\Spiudlemedia Luense Agrmnt 4 doc the sole and exclusive property of the Licensor Licensee shall take all necessary and reasonable steps to keep the licensed Software under adequate security to insure that no unauthorized copies or uses are made thereof and to protect the confidentiality of the Licensed Software Licensee agrees to notify Licensor immediately of the existence of any circumstances surrounding any unauthorized knowledge, possession or use of the Licensed Software or any part thereof by any person or entity Licensee understands and agrees that all aspects of the Licensed Software are the trade secrets of Licensor, including but not limited to the following systems design, modular program structure, system logic flow, file content, video and report formats, coding techniques and routines, file handling, and report and/or forms generation Notwithstanding the above, it is expressly agreed and understood that Licensee maintains the right to extract and convert its data, or to hire third parties to do so on its behalf, to interface with other applications and to generate reports, and the parties contract and agree that such activities shall not, by themselves, constitute an actionable tort or breach of contract with respect to Licensor's claimed trade secrets (b) License to Custom Work Product Licensor shall own all right, title and interest in and to all improvements, enhancements and all customized work product independently created by Licensor, independently or on behalf of Licensee pursuant to this Agreement (hereinafter the "Custom Work Product") Licensee is granted a paid -up, perpetual, non- exclusive license to use the Custom Work Product in object code form (c) Source Code Licensor will provide Licensee the latest version of the application source code to be stored in a designated safety deposit box Licensee shall have full access and rights to the source code in the event that Licensor should materially default in its obligations to Licensee, or terminate this Agreement other than as permitted in accordance with the language herein, excluding a good faith dispute regarding an uncured and matenal breach or default of this Agreement by Licensee The Source Code shall be used for continued use and maintenance of the software only All intellectual and proprietary rights shall continue to remain in Licensor subsequent to the release of the source code or termination of this Agreement 5 Fees and Payments (a) License Fee In consideration for the License granted hereunder, Licensee agrees to pay to Licensor the license fee in the amount of $117,708 00 (the "License Fee") which is due and payable as provided in Subsection 4(c) below The License Fee includes the purchase of those items listed on the quote attached hereto as Exhibit " B" which is incorporated herein by reference (b) Tuxes The License Fee is exclusive of and the Licensee is responsible as may be required by law for all taxes on the sale, license, or use of the License The Licensee will provide proof that it is exempt from sales and use taxes (c) Payment Licensee shall pay Licensor the License Fee as follows -3- C \Documents and SetungAsteveWy DocumentADenton Contracts\Spmdlemed,a license Agnnnt 4 doc $29,427 00, being 25% of the License Fee, due upon delivery of the software to Licensee for installation (terms net 30 days) $29,427 00, being 25% of the license Fee, due upon completion of software installation (terms net 30 days) $29,427 00, being 25% of the License Fee, due upon completion of conversion data (terms net 30 days) $29,427 00, being 25% of the License Fee, due upon Acceptance (terms net 30 days) 6 Term and Termination (a) The term of this Agreement and the duration of the License granted hereunder shall be perpetual, subject to the payment of the Licensee set forth in Section 4 hereof and subject to termination as provided below (b) In the event of a material breach or default by the Licensee or Licensor in the performance of this Agreement, the aggrieved party shall give written notice to the other party specifying the nature and extent of the breach The party in breach or default shall have thirty (30) days thereafter to cure any such curable breach or default If such breach or default is not cured within said thirty (30) day period, the termination of this Agreement shall become effective on the forty fifth (45) day following said written notice, at the option of the non -defaulting party (c) The parties specifically agree that Licensor will be deemed to be in breach of its obligations to Licensee, and Licensee may terminate this Agreement by written notice to Licensor, if (i) Licensor is unable, at any time during the Warranty Period specified in this Agreement, to correct any material malfunction, defect or nonconformity in the Licensed Software which prevents the Licensed Software from functioning in accordance with the Functional Requirements and this Agreement, within thirty (30) days after Licensee's notification to Licensor specifying in reasonable detail in what respects the Licensed Software fails to conform, or (ii) Licensor becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise, and Licensee has compelling reasons to believe that such events will cause Licensor to fail to meet its warranty or maintenance obligations in the foreseeable future -4— C \Documents and Setnnp\steve\My Documents0enton Connacts\Spmdlemedia License Agmnt 4 doc (d) If the Agreement is terminated during the Warranty Period by Licensee due to a default by Licensor, then in addition to any other remedies at law or in equity available to Licensee, Licensee may elect (i) for Licensor to return payments it received for the Licensed Software within fourteen (14) days of termination in which case Licensee agrees to return the Licensed Software to Licensor, or (n) to obtain the release of the Escrow Items in which case Licensee agrees not to receive a return of payments Licensor has received and Licensee agrees to make payment in full for the Price If the Agreement is terminated during the Warranty Period by Licensee due to a default by Licensor under provision 6(c)(iv) of this Agreement (i e , Licensor's default due to insolvency), then, in addition to any other remedies at law or in equity available to Ldcensee, Licensee may elect for Licensor to return payments it received for the Licensed Software and Software Services or to obtain the release of the source code as provided in Subsection 4(c), or both (e) In the event of a termtation of this Agreement, each party shall forthwith return to the other party all papers, materials, and other properties of the other party then in its possession (f) The provisions contained in Sections 1 (Definitions), 6(b)-(e) (Termination), 7 (Confidential Information) and 11 (Independent Contractor Relationship) of this Agreement shall specifically survive termination 7 Confidential Information (a) Acknowledgment of Confidentiality Each party hereby acknowledges that it may be exposed to confidential and proprietary information of the other party including, without limitation, technical information (including functional and technical specifications, designs, drawings, analysis, research, processes, computer programs, methods, ideas, "know how" and the like), business information (sales and marketing research, materials, plans, accounting and financial information, personnel records and the like) and other information designated as confidential expressly or by the circumstances in which it is provided ("Confidential Information") Confidential Information does not include (i) information already known or independently developed by the recipient, (n) information in the public domain prior to its disclosure or becomes publicly available other than through a breach of this Agreement, (in) is disclosed when such disclosure is compelled pursuant to legal, judicial, or administrative proceedings, or otherwise required by law, subject to the use of reasonable efforts by a party to notify the other party to allow it to seek protective or other court orders, or (iv) information received by the recipient from a third party who, at the time of disclosure, was under no legal duty not to disclose such information (b) Covenant Not to Disclose Subject to the requirements of the Texas Public Information Act, any Confidential Information received by a party shall be retained in confidence and shall be used, disclosed, and copied solely for the purpose of, and in accordance with this Agreement With respect to each party's Confidential Information, the recipient of such -5- C \Documents and Seamgs\steve\My DocumentsDenton Contmcts\Spmdlemedia License Agrmnt 4 doc information hereby agrees that during the term of this Agreement and at all times thereafter it shall take reasonable steps to keep the other's Confidential Information under adequate security to ensure against unauthorized access, copies, or use thereof, and each party agrees to notify the other party immediately of the existence of circumstances surrounding any unauthorized knowledge, possession, or use of the other's Confidential Information known to that party Neither party nor any recipient may alter or remove from any software or associated documentation owned or provided by the other party any proprietary, copyright, trademark or trade secret legend Each party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information (c) Exception Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that Licensee may write, or allow third party programmers, DP Professionals or software vendors to write, application software interfaces (APIs), routines or code for Licensee's use, to allow Licensee to share data between the Licensed Software and any other software application, and it is expressly agreed and understood by the parties that such action, by itself, shall not constitute a breach of any duty of confidentiality or non -disclosure 8 Installation and Acceptance (a) Installation Deadline Licensor shall complete all services provided for in this Agreement no later than July 1, 2001 (b) Acceptance Procedure Following delivery, "live" installation / configuration, and tender by Licensor of the Licensed Software as meeting the acceptance criteria, Licensee shall have the period specified in Exhibit "C" which is attached hereto and incorporated herein by reference, to conduct the tests described in Exhibit "C" (Licensed Software Acceptance Plan) to determine whether the Licensed Software conforms to the Applicable Documentation and Functional Requirements Within the time frames specified in Exhibit "C", Licensee shall (i) notify Licensor that it has accepted the Licensed Software, (u) notify Licensor that it has rejected the Licensed Software and Licensor shall refund the fees paid by Licensee relating to such Licensed Software, or (m)request Licensor to rectify all deficiencies in the Licensed Software, in which case Licensor shall use reasonable efforts to rectify the deficiencies in a timely manner, and, until such time as Licensee has accepted the Licensed Software, Licensee shall be entitled to (1) reject the Licensed Software, in which case Licensee shall return such Licensed Software and Licensor shall refund the fees paid by Licensee, or (2) notify Licensor that it accepts the Licensed Software with deficiencies provided that in no event shall acceptance of the Licensed Software with deficiencies by Licensee constitute a waiver of its right to have any non -conformity of the Licensed Software with respect to the Documentation or Functional Requirements corrected in rim C \Documents and SetnngAsteveNy Documents0enton Contracts\Spindlemedta License Agrmnt 4 doc accordance with the terms of any warranty or Software Maintenance Agreement between the parties 9 Warranties and Indemnifications (a) Limited Warranty Licensor represents and warrants that during the Warranty Period and so long as this License remains in effect, the Licensed Software will perform in accordance with the Documentation and this Agreement and will perform each of the functional requirements specified in Exhibit "D" attached hereto and incorporated by reference (the "Functional Requirements") Licensor further warrants that the Licensed Software contains no computer viruses, or other code or instructions, that modify, damage, disable or compromise the security of Licensee's computer systems or networks (b) Licensor represents and warrants that it has the authority to enter into this Agreement and has obtained all rights and waivers necessary to grant the rights granted hereunder Licensor represents and warrants that the exercise of the rights granted in this Agreement does not infringe any third -party patent, copyright, trademark, trade secret, or other intellectual property right (c) Licensor shall, defend and indemnify Licensee against any and all claims brought against Licensee, and shall hold Licensee harmless from all corresponding damages, liabilities, settlements, costs and expenses (including attorney's fees for independent counsel of Licensee's choosing), ansing out of any claim that the exercise of any of the rights granted in this Agreement infringes any third -party patent, copyright, trademark, trade secret or other intellectual property right Licensee shall give Licensor prompt notice of, and authority to defend or settle, any such claim and shall give, at Licensor's expense, reasonable information and assistance (d) When notified of an action or motion that seeks to restrict the exercise of any of the rights granted herein, Licensor may, (and in the case of a judgment, order or injunction that restricts the exercise of any of the rights granted herein, shall), at its option and expense, (i) obtain the right for Licensee to exercise its rights in accordance with this Agreement, (u) substitute other non -infringing software with equivalent functional capabilities, or, (lb) modify the Licensed Software, while retaining equivalent functional capabilities, so that it no longer infringes (e) Licensor shall have no liability to Licensee under this Section in the event infringement of any third -party patent, copyright, trademark, trade secret or other intellectual property right arises solely from (i) components of a Licensee product or system not derived from Licensed Software, (n) compliance with Licensee's specific designs, specifications or written instructions, other than those specified in Functional Requirements, (ill) modification by Licensee of Licensed Software, or (iv) the combination of Licensed Software with equipment or software not authorized or provided by Licensor or otherwise approved by Licensor other than Licensed Software designed by Licensor to work with certain commercial hardware or other commercially available software -7- C \Documents and Setnngststeve\My DocumentADenton Contracts\Spindlemedia License Agimnt 4 doc (f) Licensor agrees to indemnify, defend and hold Licensee, its officers, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, damages, judgments or expenses, including, but not limited to, reasonable attorney's fees and litigation costs for personal injuries (including, but not limited to, death) or property damage which arse out of the negligent or tortuous act or omission of Licensor including, but not limited to, the negligent design, manufacture, installation, or servicing of any part of the Licensed Software Litigation costs include, but are not limited to the hiring of independent counsel of Licensor's choice (g) Except for the indemnification provisions of this Section, claims ansmg from either party's breach of its confidentiality obligations, and claims for bodily injury or tangible property damage caused by the fault of either party, Licensor's and Licensee's liability for damages under this Agreement, whether arising in contract, tort, or otherwise, even if the breaching party has been advised of the possibility of such damages, shall not exceed the amount paid by Iacensee to Licensor herein IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (h) Licensor further represents and warrants that the Licensed Software shall process dates prior to and after January 1, 2000, with no adverse impact on the functionality of the Licensed Software or the accuracy of any reports This date processing shall include, without limitation, internal date formats that have century recognition, calculations that accommodate same -century and multi -century formulas and date values, date interface values that reflect the century and calculations that accommodate the occurrence of leap years Date calculations will work correctly All date related calculations will recognize that dates containing years equal to or greater than 2000 are later than dates in the 1900s Licensor does not represent that the Licensed Software will be compatible with non - Licensor defined formats or interfaces or that other third party software will contain similar year 2000 capabilities, other than that software and hardware that is specified in this Agreement (i) Warran1y Disclaimer EXCEPT AS STATED IN THIS SECTION (Warranties and Indemnifications), LICENSOR DISCLAIMS WITH RESPECT TO ALL SERVICES, CUSTOM WORK PRODUCT, FIXES, ENHANCEMENTS OR OTHER DELIVERABLES HEREUNDER, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE 10 Insurance Licensor shall, for the duration of its obligations under this Agreement, Software Maintenance Agreement and any other software maintenance agreement between the parties, maintain the minimum insurance requirements specified in Exhibit "E" attached hereto and incorporated herein by reference, and shall furnish Licensee with its certificates of insurance and copies of appropriate endorsements prior to commencement M:0 C \Documents and Settings\steve\My Documents\Denton Contracts\Spmdlemedia License Agrmnt 4 doc or continuation of any work or obligations under this Agreement or software maintenance agreements Licensor shall cause the policies to name Licensee and its employees as additional insureds with respect to operations to which this Agreement is applicable These policies shall expressly provide primary coverage to all insureds, and shall contain a cross - liability or a severability of interests clause that provides that the insurance applies separately to each insured and that the policy covers claims or suits by one insured against the other Licensor shall also cause the policies to contain an endorsement requiring that the issuer of such policy give notice via certified mail to Licensee thirty (30) days prior to cancellation or nomenewal of the coverage or upon any material change in coverage Licensor shall produce copies of all endorsements and certificates of insurance required under this section to Licensee within ten (10) days of notification by Licensee of award of Agreement and prior to the commencement of any work or obligation under the Agreement 11 Independent Contractor Relationship (a) Licensor shall act in the capacity of an independent contractor with respect to Licensee Licensor shall not act as, nor represent itself as being, an agent of Licensee, and shall not act as, nor represent itself as being authorized to commit Licensee to any obligation (b) As an independent contractor, Licensor shall take direction from Licensee related to the results to be achieved by Licensor during the term of this Agreement All such direction shall be consistent with the scope of services to be provided under this Agreement (c) As an independent contractor, neither Licensor nor its employees, agents, or contractors shall have the status of employees of Licensee or its subsidiaries Neither Licensor nor its employees shall be eligible to participate in any employee benefit, group insurance, or executive compensation plans or bonus programs offered to employees of Licensee Licensee shall not provide social security, unemployment compensation insurance, worker's compensation insurance, disability insurance, or similar coverage, nor any other statutory benefits of employment to Licensor 12 General Provisions (a) Notices Legal notices sent to either party shall be effective when delivered in person or transmitted by telecopier machine, one (1) day after being sent by overnight courier, or two (2) days after being sent by first class mail postage prepaid to the address set forth above, or at such other address as the parties may from time to time give notice This Agreement may be executed in one or more counterparts, each of which when taken together shall constitute an original document (b) Disputes, Choice of Law This Agreement will be governed by the laws of the State of -9- C \Documents and Setnngs\steve\My Documents\Der ton Contracts\Spmdlemedta License Agrtnnt 4 doc Texas Exclusive venue shall be in the courts of Denton County, Texas If either party is required to engage in any proceedings, legal or otherwise to enforce its rights under this Agreement, the prevailing party shall be entitled to recover from the other, in addition to any other sums due, the reasonable attorneys fees, costs and necessary disbursements involved in said proceedings (c) Segun1y, No Conflicts Each party agrees to inform the other of any information made available to the other that is classified or restricted data, agrees to comply with the security requirements imposed by any state or local government, or by the United States Government, and shall return all such material upon request Each party warrants that its participation in this Agreement does not create any conflict of interest prohibited by the United States government or any other domestic or foreign government and shall promptly notify the other party if any such conflict arises during the term hereof (d) Legal Authority Each party hereto represents and warrants that it has full legal power and authority to execute this Agreement and to perform the duties and obligations of such party contained herein The individual executing this Agreement on behalf of Licensee has received all requisite authority to execute this Agreement on behalf of Licensee (e) Approval by Licensee shall not constitute, nor be deemed a release of the responsibility and liability of Licensor, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumption of such responsibility by Licensee for any defect in the design or other work prepared by Licensor, its employees, subcontractors, agents, and consultants (f) If any term(s), provisions(s), or condition(s) of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way be affected, impaired or invalidated (g) This Agreement, the Software Maintenance Agreement between the parties to be executed contemporaneous herewith, and the accompanying Exhibits to such agreements constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other communications, whether written or oral This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred or assigned without the other party's prior written consent and any attempt to the contrary shall be void Neither party shall be liable for delays caused by events beyond its reasonable control Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date indicated by their signatures below to - C \Documents and SettmgAsteveWy Documents0enton Contracts\Spmdlemedia License Agrmnt 4 doc LICENSEE CITY OF DENTON LIM City Manager v Date \\ararl\I 5Gb Hd\Da MplMkned.e\F-M Of 1ADoc PdROVED AS TO FORM t,` [Y ATTORNEY, cilyOFDE T 'd — '- LICENSOR �,BdD NMD�IAAIINC RV `- �S� Steven D Johnson President �I Date /a 0k 11— C \Documents and Setnngs\steve\My Docurnents\Denton ContractASpmdlemedfa License Agrmnt 4 doc LIST OF EXHIBITS FOR SOFTWARE LICENSE AGREEMENT BETWEEN SPINDLEMEDIA AND CITY OF DENTON EXHIBIT "A" -- SOFTWARE MAINTENANCE AGREEMENT EXHIBIT "B" - QUOTE EXHIBIT "C" - LICENSED SOFTWARE ACCEPTANCE PLAN EXHIBIT "D" - FUNCTIONAL REQUIREMENTS EXH03rr "E" - CITY OF DENTON INSURANCE REQUIREMENTS C\DOCUME—I\steve\LOCALS—I\Temp\LIST OF EXHIBITS Spmdlemedia dm EXHIBIT "A" SOFTWARE MAINTENANCE AGREEMENT THIS AGREEMENT ("Agreement") is hereby entered into between the City of Denton, Texas, a Texas home rule municipal corporation whose offices are located at 215 McKinney, Denton, Texas in Denton County, Texas ("Customer") and Spindlemedia, Inc, a Texas corporation, whose offices are located at 307 W 7th St, Suite 902-C, Fort Worth, Texas ("Contractor') on the following terms and conditions 1 Software Maintenance Services (a) Scope of Coverage During the term of this Agreement (the "Term"), Contractor agrees to provide Customer with software support services for the Tax Office2000 software (the "Licensed Software") licensed by Contractor to Customer pursuant to the Software Licensing Agreement between the parties Contractor shall provide Customer with copies of bug fixes and interim releases of the Licensed Software which it generally distributes as maintenance releases In addition, Contractor shall make a good faith effort during the Term to develop functional enhancements to the Licensed Software at its prevailing rates or as otherwise agreed in writing For these purposes, a "functional enhancement" is a change to the Licensed Software that Contractor believes materially exceeds or is different from the current version but is not necessary to comply with the ad valorem tax laws of the State of Texas ("Tax Laws") This may, if feasible, include workarounds or accommodations required to make the Licensed Software operate with other technology that does not comply with Year 2000 Standards Unless clearly erroneous, Contractor's characterization of requested service as a "functional enhancement" (rather than a maintenance release) shall be dispositive As a precondition to Contractor's responsibilities, the Customer shall ensure that (i) the Licensed Software, any associated third party software and all equipment is installed and operated according to applicable specifications, (n) Customer has installed all updates to associated third party software and equipment recommended by Contractor and has maintained all environmental conditions according to applicable specifications and industry standards, (ni) Customer has not introduced other equipment or software having an adverse impact on the Licensed Software, (iv) any specifications supplied to Contractor by Customer are accurate and complete and (v) Customer has made no changes to the Licensed Software after the effective date of this Agreement, nor permitted any changes to be made, other than by or with the express approval of Contractor or the applicable vendor (b) Annual Load Contractor shall load and balance the certified Appraisal District Tax Roll on an annual basis, no later than 45 days following Contractor's receipt thereof, provided that the magnetic media is free of defects ME (c) Telephone Support Telephone support of the Licensed Software is available for the customer's trained personnel during the time period from 8 00 am until 5 00 p in , Texas time, Monday through Friday, excluding nationally -recognized holidays (d) Errors and Alarms For purposes of this Agreement, an "Error" in the Licensed Software is one that prevents the Licensed Software from operating substantially in accordance with the Tax Laws or Year 2000 specifications and standards A "Major Alarm" shall mean any Error in the Licensed Software that is causing an immediate and significant disruption of an important business operation of Customer and which could not reasonably be avoided through minor operational adjustments A "Minor Alarm" is any Error in the Licensed Software other than a Major Alarm (e) Trouble Reports Response Times Customer shall supply Contractor with verifiable and reproducible evidence of Errors in accordance with the Contractor's "Trouble Reportprocedures Upon receipt of a Trouble Report, Contractor shall respond by telephone to acknowledge receipt of the Trouble Report within twenty-four (24) hours (1) Major Alarms To the extent a Trouble Report identifies one or more Major Alarms, the Contractor shall, with the cooperation of Customer (including installation of dial -in contact via modem) immediately commence diagnosis of the Error Once the cause of the Error is known, Contractor shall provide a temporary fix or workaround to the Error at the earliest opportunity, but in no event beyond forty-eight (48) hours Contractor shall thereafter provide a permanent correction as soon as practicable (2) Minor Alarms In the case of Minor Alarms, the Contractor shall, within reasonable time after receiving a Trouble Report, initiate diagnosis and error correction efforts Minor Alarms shall be corrected by Contractor within a reasonable time through telephone support or through the issuance of periodic updates From November 1 through June 30 such reasonable time shall not exceed 30 days (f) Services Excluded The following items are not included under this Agreement, and will incur additional charges to the Customer at Contractor's hourly rate set forth on Exhibit "A" attached hereto, if requested by Customer (1) Mortgage company tape processing including all request tapes, billing tapes and payment tapes, (2) Conversion of delinquent tax roll tapes and payment tapes for customer's attorney, (3) All support of untrained personnel, (4) Custom software corrections, changes or modifications, -2- (5) Programming for custom reports and document creation with utility software such as report writers, word processors and spreadsheets, (6) Programming, training or support required as a result of third party changes such as government regulations (excluding tax law changes), changes in forms, changes in hardware, or for operator errors which were not the fault of the software, and (7) Updates and installation of third party software and operating system software products supplied by vendors that charge a separate fee for their support and update services 2 Fees and Payment (a) Maintenance Fee In consideration for the software maintenance services provided by Contractor to Customer pursuant to this Agreement, Customer agrees to pay to Contractor the Maintenance Fee in the amount of $18,395 which sum is included in the licensee Fee provided for in Subsection 5(a) of the Software License Agreement The Contractor may not adjust thei Maintenance Fee more frequently than annually, upon each renewal of the Term (b) Out -of -Pocket Costs & Taxes Except as otherwise set forth in Exhibit "A," prices quoted do not include, and Customer shall reimburse Contractor for, Contractor's reasonable, documented out-of-pocket costs incurred by Contractor in the performance of its duties hereunder, including, but not limited to travel costs, cab fare, lodging, auto rental, gas, postage, courier fees, long distance telephone and other smular out-of-pocket expenses not to exceed to, the daily allowable per diem linut of $30 00 Customer shall pay, indemnify and hold Contractor harmless from all sales, use, gross receipts, value-added, personal property or other tax or levy (including interest and penalties) imposed on the services and deliverables provided hereunder, other than taxes based on the actual income of Contractor (c) Invoices & Payment Customer shall pay the Maintenance Fee, and any applicable surcharge or out-of-pocket costs authorized under the terms of this Agreement, within thirty (3Q) days after date of invoice Customer may not withhold or "setoff" any amounts due hereunder Contractor reserves the right to stop work without prejudice until all amounts due hereunder are paid in full Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one (1) percent per month or fraction thereof until paid 3 Term Termination The term of this Agreement ("Term") shall commence thirty days after the Acceptance date and provided for in the Software License Agreement between the parties of even date (the "Software License Agreement), and shall continue in full force and effect for a period of one (1) year, unless terminated earlier as provided herein The Term shall be automatically renewed for successive like periods unless Customer notifies Contractor at least thirty (30) days prior to the expiration of the Term (or renewal Term, as the case may be) that the Term shall not be renewed, in which case this Agreement shall terminate upon the expiration of the then current Term This Agreement may be terminated earlier on account of either party's WIN default which remains uncured upon compliance with the procedures set forth in Section 6 hereof 4 Warranties (a) Limited Warranty on Services During the Term, Contractor shall make all reasonable efforts to ensure that the Licensed Software operates substantially in accordance with the written specifications contained in the user manual provided to Customer and the Functional Requirements set forth in Exhibit "B" of the Software License Agreement Contractor does not warrant that Customer's use of the Licensed Software will be uninterrupted or error free Contractor represents and warrants that none of the Custom Work Product (as defined in the License Agreement) will contain any timer, counter, lock or similar device (other than security features specifically approved by Customer in such specifications) that inhibits or in any way limits its ability to operate (b) Certain Customer Assurances The Licensed Software accurately records, stores recognizes, interprets, processes and presents both twentieth and twenty-first century dates (c) Warranty Disclaimer EXCEPT AS STATED IN THIS SECTION AND SECTION 9 OF THE SOFTWARE LICENSE AGREEMENT, CONTRACTOR DISCLAIMS WITH RESPECT TO ALL SERVICES, CUSTOM WORK PRODUCT, FIXES, ENHANCEMENTS OR OTHER DELIVERABLES HEREUNDER, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE 5 Limitation of Remedies & Liabilities The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk (a) Remedies Customer's sole and exclusive remedies for Contractor's default hereunder shall be (i) to obtain the repair, replacement or correction of the defective services or deliverables to the extent warranted under Section 4 or, if Contractor reasonably determines that such remedy is not economically or technically feasible, (n) to obtain an equitable partial or full refund of amounts paid with respect to the defective services or deliverables (b) Liabilities EXCEPT FOR THE INDEMNITY PROVISIONS OF THIS AGREEMENT AND SECTION 9 OF THE SOFTWARE LICENSE AGREEMENT, AND CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGE CAUSED BY THE FAULT OF CONTRACTOR, CONTRACTOR SHALL NOT BE LIABLE FOR ANY AMOUNT EXCEEDING THE TOTAL AMOUNT OF THE CONTRACT PRICE ACTUALLY PAID BY CUSTOMER DURING THE TERM IN NO EVENT SHALL CONTRACTOR BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, PROFIT OR BUSINESS INTERRUPTION EVEN IF CONTRACTOR IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT -4 6 Default Either party may be declared in default of this Agreement if it breaches any material provision hereof and fails within thirty (30) days after receipt of notice of default to correct such default or to commence corrective action reasonably acceptable to the other party and proceed with due diligence to completion Either party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days 7 Disputes Choice of Law This Agreement will be governed by the laws of the State of Texas Exclusive venue shall be in the courts of Denton County, Texas If either party is required to engage in any proceedings, legal or otherwise to enforce its rights under this Agreement, the prevailing party shall be entitled to recover from the other, in addition to any other sums due, the reasonable attorneys fees, costs and necessary disbursements involved in said proceedings 8 Insurance, Indemnity Contractor shall, for the duration of its obligations under this Agreement, maintain the insurance requirements as set forth in Section 10 and Exhibit "F' of the Software License Agreement Contractor and Customer, to the extent permitted by applicable law, shall indemnify and hold the other harmless from all liability for bodily injury, death, tangible property damage and related costs and expenses (including attorneys' fees) resulting from the acts or omissions of its own officers, agents, employees or representatives Nothing herein shall be construed to waive Customer's governmental immunity defenses 9 Miscellaneous This document, the Software License Agreement and the accompanying schedules and exhibits constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred or assigned without the other party's prior written consent and any attempt to the contrary shall be void Neither party shall be liable for delays caused by events beyond its reasonable control Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the dates indicated below CUSTOMER CITY OF DENTON m City Manager Date Ala o/o CONTRACTOR SPINDLEMEDIA INC By J % Steven D Johnson President Date alaolDi -5- \T,e \I 5 Gh Hd\Do.Mpm J nxdia\Pmm Of SMAD. Exhibit A In the event that additional services are needed Customer agrees to pay and understands that the hourly rate will be $ 90 00 per hour Exhibit B Cost Summary 2n12001 Denton I Denton IT TAX SERVER PIII 733mHz MHz w/256K RACK 1 7 MOUNTED 512MB MEMORY 1 18 2 GB ULTRAS RAID IOKRPM HOT- 3 PLUGGABLE DLT TAPE 20/40 1 1 44MB FLOPPY & CD ROM 1 10/100 FAST ETHERNET 2 WIN 2000 SER , SQL SER 7, Denton IT CRYSTAL REPORTS 8, COMPAQ SYSTEM RACK RACK MOUNT MONITOR 1 Denton IT UPS POWER FOR 3 SERVERS RACK MOUNT KEYBOARD TAXOFFICE 2000 LEVELI 1 $ 33,250 $ 8,600 TRAINING 1 $ 7,500 INSTALLATION/CONFIGURE 1 $ 1,500 DATA CONVERSION 1 $ 1,500 1 Denton IT WEB SERVER PENTIUM III 733MHz I DUAL PROCESSOR 256K CACHE 512 MB MEMORY I 18 20B PLUGGABLE RAID 2 w/uLTRA 3 1 OK RPM 10/100 FAST ETHERNET 2 144 FLOPPY/ CD Rom 1 MS 2000 SERVER E-SOLUTION TAX WEB SYSTEM 1 $ 18,995 $ 2,995 I -NET UTILITY SUITE 1 $ 2,964 INSTALLATION/CONFIGURE 1 $ 3,200 TRAINING 1 $ 1200, (CONTINUED) 2/7/2001 Denton IMAGE -SERVER 1 Denton IT PENTIUM III 733MHz 1 DUAL PROCESSOR 256KCACHE 512 MB MEMORY 1 18 2GB PLUGGABLE RAID 2 ULTRA 3 1 OK RPM 10/100 FAST ETHERNET 2 144 FLOPPY & CD ROM 1 MS Server 2000 HP JuKE Box 80Ex 83GB 1 $ Denton IT OPTICAL ARCHIVE MOR 1 $ Denton IT IMAGEWORKS SQL EDITION 1 $ 5,999 COMPAQ IMAGING WKSTATION 1 $ Denton IT SCAN, VIEW R PRINT 1 NCR 7731 WITH IMAGE, OCR, $ CONTROLLER STATION 1 $ Denton IT IMAGEWORKS RPS INTERGRATION 1 $ 34,200 $ 6,800 TRAINING 1 $ 4,200 INSTALUCONFIGURE I 1 1 1 $ 3,200 EXHIBIT "C" Licensed Software Acceptance Plan Standards of Performance and Acceptance Criteria The installation and acceptance of the Licensed Software will be as described in Subparagraphs (a) through (e) of this section, which pertains to the installation of the Licensed Software a Application Software Certification: Licensor shall certify in writing to Licensee when the application software is installed and ready to use per the Software License Agreement The Licensed Software will be considered installed and ready to use when Licensor demonstrates that the application software is operational on Licensee's computer hardware (the "Installation Date") b Performance Criteria and Period: The "Performance Penod" shall constitute a period of fifteen (15) working days The Performance Period shall commence on the first workday after the Installation Date at which time the Licensee first uses the Licensed Software operationally (the "First Use Date") If the Licensed Software provides the features and functionality as described in Functional Requirements as set forth in Exhibit "D" of this Agreement for the duration of the Performance Period, then the Licensed Software shall be deemed to have met the Performance Criteria, and payment will be due in accordance with the payment schedule c Notice of Acceptance: If the Licensee fails to give notice of acceptance or non- acceptance to Licensor within ten (10) working days after completion of the Performance Period, the Licensed Software shall be deemed accepted by the Licensee, and payment will be due in accordance with the payment schedule d Non -Performance of Application Software If the Performance Criteria are not met during the Performance Period, then, as outlined in the Agreement, Licensee may reject the Licensed Software Licensee may also request Licensor to rectify observed deficiencies in the Licensed Software, in which case Licensor shall modify or fix the Licensed Software to meet the features and functionality set out in the Functional Requirements within 90 calendar days of written notification of such deficiencies e Acceptance of Replacement Licensed Software: After delivery and upon completion of installation, Licensor shall certify in writing to the Licensee that replacement Licensed Software has been installed, personnel trained, and the Licensed Software is ready to use This date shall thereafter constitute the Installation Date The Performance Period will commence again, as of the first workday date the Licensee is able to use the Licensed Software operationally Section "c" shall apply after completion of the performance period COOCUME-1\steve\LOCAIS-1\Temp\Soaware Acceptance Spmdlemedta 2 doc FUNCTIONAL RQUIREMENTS All requirements contained within this document shall refer to the Tax System operated by the City of Denton Tax Office The attached lists of system functions shall perform properly, and reliably, as installed on the tax computers of the City of Denton Tax Office Integration of individual elements shall be paramount All interfaces shall be seamless, to the highest extent possible System Secunty 1 Shall limit access into all screens, as defined by user and password 2 Shall limit access, into payment screens, as defined by user and password 3 Shall allow designated administrators in various departments to determine access and security for their user group, within specific modules 4 Shall provide audit trails for changes to any and all fields, in all applications Interfacces 1 Shall interface SQL Table Schema for 2 Shall be compatible and interface with the Denton Central Appraisal District (The Software Group), to load yearly certified rolls, monthly supplements, and address changes by tape or e-mail 3 Shall interface and transfer existing mainframe files to the new system 4 Shall load or update mortgage company data Browse Capabilities 1 Must search (browse) by account number, situs address, owner's last name, or legal description 2 Remarks area must be displayed in property record and payment screens 3. Must browse payment history for at least five (5) years and to search history by account number, owner's last name, amount due, and check number 4, Must scroll forward and backwards 5. Must be able to open multiple windows Basic R?Auirements 1 The property account field must be able to accept both alpha and numeric characters 2 Must be in compliance with all Texas state tax code laws 3 Shall collect for multiple entities 4 Shall apply exemptions in percentages or whole numbers 5 Cash reconciliation on line by cashier and distinguish between cash and check payments for each cashier 6 Shall prorate taxes by entering the date of sale for property purchased by exempt entities or sold by exempt entities 7 Shall calculate rollback taxes by entering change of use date on a single account or a batch of accounts and print estimates 8 Shall calculate penalty and interest at any rate on a single account or a group of accounts 9 Must be able to enter payments real time or in batch processing 10 Must post payments and make refunds for a selected year or entity 11 Must post overpayments on any balance due 12 Must post credit card payments 13 Must flag accounts for returned bad checks 14 Must flags or fields to enter bankruptcy and suit information as part of property record 15 Must flag for returned marl with bad addresses 16 Must flag specific tax years inactive for the write off of bad debt 17 Must make adjustments and create record in transaction history Reporting 1 Must provide balancing report after loading certified Roll and supplements that will produce an exception report of accounts not loading correctly 2 Must produce the following daily reports a List of account activity by account number including total payment, base tax, penalty and interest, attorney fees, and overpayments for each account b Show total receipts for the day and total for each cashier c Overpayment report listing all overpayments on the system d Increase/decrease report showing account number, amount, and year effected e Lists indicating total amount of accounts under suit, filed for bankruptcy, agriculture rollback, delinquent f Last indicating accounts that have had refunds issued and removal of overpayment from the overpayment report g Refunds due report 3 Must download files to send to the state for mobile home lien filings and releases 4 Must produce reports listing loan companies with number of accounts coded with each company and a detailed report listing every account number and owner's name for each loan company 5 Must produce reports monthly to track collections on current and delinquent taxes 6 Must produce report detailing accounts that have quarterly installment payment option and show dollar amount paid 7 Must produce a report of accounts that have taxes flagged inactive Historical Records 1, Must store prior owners data as part of the property record 2 Must produce a record in transaction history indicating an overpayment was made 3 Must produce a record in transaction history indicating refunds 4 Must produce a record in transaction history indicating payment transaction reversed due to a bad check 5 Must write-off overpayments over three years old to general fund 6 Shall view accounts over ten years old for personal property accounts and twenty years old on residential accounts that have been flagged inactive Stateilients I Must print tax statements on demand by account or partial, entire roll 2 Must reprint receipts and tax statements 3 Must print tax certificates 4 Must produce delinquent tax statements for current year and an accumulative statement for all delinquent tax years 5 Must produce billing register automatically whenever property record is updated with appraisal supplement data, or exemptions Document Manaizement Module 1 Must provide security to ensure integrity of documents 2 Must ensure that personnel are trained to safeguard electronic records 3 Must ensure that read/wnte privileges are controlled and that an audit trail of rewrites is maintained 4 Must provide for backup and recovery of records to protect against information loss 5 Must ensure that documents generated and stored electronically are created by the same processes each time and have a standardized retrieval approach 6 Must provide for an optical archival and indexing of digital documents 7 Must allow retrieval of digital documents through Tax Office 2000 8 Must provide retrieval capabilities for check payments received through in-house lockbox services 9 Must be able to access associated tax records by account number, property owner name, and property location 10 Must be able to print imaged documents Web Module 1 Must search (browse) for at least five (5) years by account number, situs address, owner's last name, or legal description 2 Must include all property record information (i e , account number, situs address, owner's last name, owner's first name, legal description, property values) EXHIBIT —Pa.. CITY OF DENTON INSURANCE REQUIREMENTS STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Owner, the Owner shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter As soon as practicable after notification of bid award, Owner shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project Owner may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time, however, Owners are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid Owner shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, :fso noted • Each policy shall be issued by a company authorized to do business in the State of Texas with an A M Best Company rating of at least A • Any deductibles or self -insured retentions shall be declared in the bid proposal If requested by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its officials, agents, employees and volunteers, or, the Owner shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses • Liability policies shall be endorsed to provide the following •• Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers •• That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought The inclusion of more than one insured shall not operate to increase the insurer's limit of liability • All policies shall be endorsed to read "SAID POLICY SHALL NOT BE CANCELLED, NONRENEWED OR MATERIALLY CHANGE WITHOUT 30 DAYS ADVANCED WRITTEN NOTICE BEING GIVEN TO THE OWNER (CITY) EXCEPT WHEN THE POLICY IS BEING CANCELLED FOR NONPAYMENT OF PREMIUM IN WHICH CASE 10 DAYS ADVANCE WRITTEN NOTICE IS REQUIRED" Should any of the required insurance be provided under a claims -made form, Owner shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences ansmg during the contract term which give rise to claims made after expiration of the contract shall be covered • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Owner shall either double the occurrence limits or obtain Owners Protective Liability Insurance • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted A General Liability Insurance General Liability insurance with combined single limits of not less than $1,000,000 shall be provided and maintained by the Owner The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies If the Commercial General Liability form (ISO Form CG 0001 current edition) is used • Coverage A shall include premises, operations, products, and completed operations, independent Owners, contractual liability covering this contract and broad form property damage coverage • Coverage B shall include personal injury • Coverage C, medical payments, is not required If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent Owners and property damage resulting from explosion, collapse or underground (XCLI) exposures • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability Automobile Liability Insurance: Owner shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $1,000,000 either in a single policy or in a combination of basic and umbrella or excess policies The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract Satisfaction of the above requirement shall be in the form of a policy endorsement for • any auto, or • all owned, hired and non -owned autos Workers Compensation Insurance Owner shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the mimmum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured For building or construction projects, the Owner shall comply with the provisions of Attachment 1 in accordance with §406 096 of the Texas Labor Code and rule 28TAC 110 110 of the Texas Worker's Compensation Commission (TWCC) Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement