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1999-250 ORDINANCE NO _qq-,gS-O AN ORDINANCE AWARDING A CONTRACT FOR THE PURCHASE OF MATERIALS, SUPPLIES OR SERVICES NECESSARY FOR THE INSTALLATION OF A PLANNING DEPARTMENT PROJECT MAINTENANCE SOFTWARE AS AWARDED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSION QUALIFIED INFORMATION SERVICES VENDOR (QISV) CATALOGUE, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (PURCHASE ORDER 96583 TO H T E, INC IN THE AMOUNT OF $319,815) 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, supphes 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, supphes or services can be purchased by the City through the General Services Comm~ssmn programs at less cost than the City would expend if bidding these Items individually, and WHEREAS, the City Council has prowded m the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or servmes approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS ~ That the numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "Purchase Orders" referenced herein, are hereby accepted and approved as being the lowest responsible bids for such items PURCHASE ORDER VENDOR AMOUNT 96583 H T E, INC $319,815 ~ 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 ~tems and agrees to purchase the materials, equipment, supplies or services ~n accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contmned in the bid documents and related documents filed with the General Services Commission, and the purchase orders issued by the City ~ That should the City and persons submlthng approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the Cay's ratxfication of bids awarded by the General Services Commission, the City Manager or his designated representatsve is hereby authorized to execute the written contract which shall be attached hereto, provided that the written contract is m accordance with the terms, conchtlons, spemficatlons and standards contained m the Proposal submitted to the General Servaces Commission, quantities and specified sums contmned m the C~ty's purchase orders, and related documents hereto approved and accepted ~ That by the acceptance and approval of the above numbered items set forth m the attached purchase orders, the Cay Council hereby authorizes the expen&ture of funds therefor in the amount and m accordance w~th the approved purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SE T__~3.T!.Q_N.~ That this ordinance shall become effective ~mmedmtely upon its passage and approval PASSED AND APPROVED this ~.~ ~5~ day of JA~ ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY c..- 96583-I~O STATE ORDINANOE' ATTACHMENT 1 O o o o o O o o~ - ~ /~ ~ z~ o THE STATE OF TEXAS § SOFTWARE LICENSE AGREEMENT COUNTY OF DENTON § THIS SOFTWARE LI(~E/NSE AGREE~MENT ("her, e~nafter referred to as "Agreement") ~s made and entered ~nto tbbs of , 1999, between H T E, Inc, a Floonda' Corporatmn whose address is 1000 Busm~ Center Drive, Lake Mary, Florida 32746 (hereto remrreu to as "HTE") and the CITY OF DENTON, TEXAS, a mummpal corporation w~th ~ts pnnmpal place of business at 601 E Hmkory, State A, Denton TX 76205 (hereto referred to as "CITY"), acttng by and through its Clty Manager or bbs designee WITNESSETtt THAT, m eonsaderat~on of the covenants and agreements heremat%r contmned and subject to the terms and cond~tmns hereinafter stated, CITY and HTE agree as follows I Scope of Work A Comphance w~th Agreement Documents For the consideration hereinafter agreed to be prod to HTE by CITY, HTE shall provide Software (hereinafter referred to as "Software"), consisting of L~censed Programs and Tlurd Party Sof~vare, as defined below Sof~ware prowded under the terms oftbbs Agreement are to conform m every respect to the followmg documents, and all such documents are attached and ~ncorporated hereto by reference I This Agreement, and 2 Schedule A(s) and other apphcable Supplement(s) to th~s Agreement, and 3 HTE System Change Request(s) In the event of eonflmt or amb~gmty or d~screpancy between the documents incorporated above, priority of interpretation shall be m the order hsted above B HTE and CITY agree that when tbbs Agreement as signed by both partms, all terms and cond~tmns contoaned m tins Agreement v~ll apply to any Lmensed Program(s) and/or service(s) offered under this Agreement HTE will furnish to the CITY by tbbs Agreement 1 The Sof~ware listed m the Supplement(s) to tbbs Agreement, and 2 Grant of a non-exclus~ve, non-transferable, revocable hcense to use the Lmensed Programs on HTE supphed or approved eqmpment, and 3 Support servme(s) as described herein, and 4 Morhficat~ons, trmmng, conversion and project management services as described hereto and hsted m the Supplement(s) to tbbs Agreement HTE License doc 1 Denton L~eense 7 22 doc Ver 5/15/99 7/22/99 C With respect to the Licensed Program(s), the CITY agrees to accept responsthdlty for 1 The installation of the L~¢ensed Program(s) plus any enhancements and/or updates, unless otherwise spemfied m the Supplement(s), and 2 Use of the Software to aeineve the CITY's intended results II. Definitions A Software The term "Software" shall mean a hcensed data program or set of programs, or routines and subroutines, consisting of a ser~es of mstructlons or statements m machine readable object code form and any related hcensed program materials provided for use in connection with the program, maludmg the user manuals or on-line docurnentauon described m this Agreement The term "Software" ~laeludes any correctaon bug fixes, enhancements, updates or other modifications, ~ncludmg custom modlfieat~ons, to such computer program and user manuals B Lmensed Program(s) The term "Lmansed Program(s)" shall mean the HTE Sot/ware C Tinrd Party Software The term "Tinrd Party SofBvare" shall mean the Sol, rare ~ncluded under tins Agreement and prowded by Tinrd Party Vendors D System The term "System" shall mean all Software prowded to CITY by HTE under the terms oftlus Agreement, and the Hardware upon wluch such Software shall function E Hardware The term "Hardware" or "Maclune" or "CPU" or shall mean computer hardware designated, supphed or approved by HTE for operatmn of any Lmensed Program(s) F Source Code The term "Source Code" shall mean a copy of the computer programming code in human-readable form and related system documentation, including updates, apphcable enhancements, and all pertinent commentary as well as any procedural code such as job control language G Object Code The term "Object Code" shall mean a copy of the computer programming code assembled or compiled m magnetac or eleetromc binary form on soft:ware medm, winch are readable and usable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engmeenng H Installataon Date The term "Installation Date" shall mean the date that the L~censed Program(s) ~s mstalledfloaded on a designated machine I Dehvery Date The term "Delivery Date" shall mean the date that the Lmensed Program(s) lS received by the CITY, or no later than ten (10) calendar days after sinpment by HTE For serv~cest the "Dehvery Date" refers to the date services are performed J Acceptance The term "Acceptance" shall mean that the installed/loaded L~censed Program(s) has gone through the program testang and acceptance period as described m Section VII HTE License doe 2 , Denton Lmense 7 22 doc Vet 5/15/99 7/22/99 K Support Services "Support Services" shall mean the mmntenance and support call services promded to CITY for the HTE Lmensed Program(s) III License A Grant of Lmense Pursuant to the terms and conditions of flus Agreement, and subject to the prowslons of Sectmns VIII, IX, X and XII of this Agreement, HTE grants CITY, a nonexcluslve, nontransferable revocable license to use the L~censed Program(s) and such hcense(s) as provaded to HTE from the Third Party Software Vendor for the end user B Authorized Eqmpment and Sate CITY shall have the right to use the Software on the Hardware specified m the Supplement(s), or other eqmpment or systems supplied or approved by HTE wtule flus Agreement is m effect, and at the location (hereinafter referred to as "S~te") hsted below Sate 601 E Hickory, State A and City Hall West Denton, TX 76201 CITY may temporarily transfer Software to backup Hardware at a Iocatmn different from Site if the Hardware ~s moperatave C Copies CITY, solely to enable ~t to use the Licensed Program(s), may make one arctuval and/or backup copy of the Licensed Program(s) and the associated reference documentatmn CITY may also copy the Licensed Program(s) m mac,uric readable object code form to provide sufficient copses to support the CITY's use of the Lmensed Program(s) as authorized under thas Agreement CITY shall have no other right to copy, m whole or m part, SoO:ware w~thout wn~en consent from HTE Any copses made by CITY shall be the property of liTE D Modaficataons, Reverse Engmeenng CITY may modify any Licensed Program(s) to form an updated work for the CITY's use, prowded that 1 The CITY supphes HTE wath written notfficataon of the modfficat~on, and 2 The modfficataon ~s made according to the HTE conventions of the HTE Mothficataon L~brary and not to the base system CITY shall not alter, enhance or otherwise modify Sol. are without the written consent of HTE CITY shall not disassemble, decompfle or reverse engineer the Software's computer program m whole or m part Fmlure to raodffy the programs m the manner prescribed may negate the ability to mmntam the Licensed Program(s) by HTE and will relieve HTE of any responsibility to provide support services Any updated work using portions of the Licensed Program(s) that meets the above criteria wall continue to be subject to all terms of ttus Agreement E Access to Licensed Program(s) Unless otherwise provided hereto, the Licensed Program(s) are prowded in and may be used m maclune-readable object code form only HTE offers the CITY, through a third party escrow agent, a Source Code Escrow Agreement that provides for HTE License doc 3 Denton License 7-22 doc Ver 5/15/99 7/22/99 release of the source code vermon of the Lmensed Program(s) from escrow upon the occurrence of certain release events, such as HTE's failure to provade reqmred maintenance servmes as agreed Term and Termination A Effeetave Date Thas Agreement shall commence upon the date first written above and will remain m effect until terminated as noted below B Tennmatmn Each party shall have the right to termanate thas Agreement and the hcense granted hereto as promded elsewhere m thas Agreement or upon the occurrence of e~ther of the following events (an "Event of Default") 1 the other party ,nolates any provas~on of thas Agreement, or 2 the other party a terminates or suspends ats business, b becomes subject to any bankruptcy or ansolvency proceeding under federal or state statute, e becomes insolvent or subject to chrect control by a trust, receiver or sunflar authority, or d has wound up or hqmdated, voluntarily or otherwise In addataon to the above, CITY may, at its optaon, and wathout prqudme to any other remedy at may be entatled to at law or ~n eqmty or otherwase under this Agreement, terminate this Agreement by g~vmg at least thirty (30) days pnor written notme thereof to HTE C Notice and Oppommaty to Cure Upon the occurrence of an Event of Default, a party shall dehver to the defaulting party a Nottce of Intent to Tenmnate that adentffies ~n detail the Event of Default If the Event of Default remmns uncured for thirty (30) days, the party may tenmnate ttus Agreement and the hcense granted hereto by dehvermg to the defaulting party a Notice of Tenmnatmn that ldentffies the effectave date of the terrmnat~on, wluch date shall not be less than tharty (30) days after the date of dehvery of the Notme of Intent to Terminate D Procedure W~thm tlm'ty (30) days after termination of the license, CITY shall return to HTE Sofavare and all copaes thereof or delete or destroy all cop~es of Software An authonzed representatave of HTE, upon request, shall be afforded sufficient access to CITY's prenuses to verify that all use of Software has been chscontmued Notme of dascontmuance of any or all licenses shall not be considered notme of tenmnatton of ttus Agreement unless spemfically stated E Earher Terrmnatmn Notwithstanding the above, Lacense(s) granted under thru Agreement may be dascontmued by the CITY upon written notme, effective ~mmedlately, during the testing period described m Section VII, and HTE may dtscontmue any hcense or terminate fins HTE License doc 4 Denton L~¢ense 7 22 doc Vet 5/15/99 7/22/99 Agreement upon written notace ~mmedaately if Customer vaolates any of the proprietary prows~ons included herem F Support Servaces Term HTE and CITY herean recognaze that the continuation of Support Servxces a~er the close of any gxven fiscal year of CITY, winch fiscal year ends on September 30~ of each year, shall be subject to Denton C~ty Council approval G Survaval Any responsibility of e~ther party provided under flus Agreement shall not be mvaladated due to the exparat~on, termmat~on or cancellation of flus Agreement, if ~t would reasonably survave such expiration, termmataon of cancellalaon V. lITE Supplied Product(s) and/or Services HTE shall supply the Software specified m the Supplement(s) an macinne-readable object code form w~th instructions for mstallataon by the CITY, unless otherwise specified in the Supplements Standard form optaons, ~f apphcable, wall be provaded by HTE In addition, HTE shall supply related servaces and/or maintenance, and may supply spee~al~zed Tinrd Party software or, when apphcable, Hardware products necessary for the performance of certmn specaal features or functions These sen, aces and dehverables, af any, shall be ~dent~fied and more specafically described ~n the Supplement(s), and shall constitute the complete last of dehverables provided by HTE HTE assumes no habfl~ty for any Third Party Sofhvare, or, when apphcable, for any Hardware products, beyond manufacturers' warranty specafied an the Supplement(s) CITY acknowledges that these products were selected by CITY to support features desared by CITY, and that they are included an the Agreement solely for that purpose VI. Pricing and Payment Terms All pricing and terms associated wath the Soitware and any other HTE or flurd party products and services are specified m the Supplement(s) to tins Agreement Unless specified to the con~'ary, prices quoted m the apphcable Supplement(s) to flus Agreement are vahd for mnety (90) days from the date of HTE's acceptance of the apphcable Supplement(s) Tins apphes only for days or hours of serwces or number of user hcenses that are not specified an the Supplement(s) Al1 ~tems specified m the Supplement(s) shall be honored throughout the period of t~me necessary to complete all tasks specified under the Supplement(s) HTE may increase ~ts prices w~thout not,ce only on those atems not prowded for m the Supplement(s) Fees for HTE Support Services are payable pnor to the commencement of such Support Services Should CITY requtre Support Services prior to receipt of payment and the contractual start date of such Servace, CITY will be billed at the then prevmlmg hourly rate until payment ~s received Fees for support serwces for any Tinrd Party Sofavare or Hardware provaded for under flus Agreement shall be payable to and m accordance w~th the prowsaons of the flurd party Vendor unless otherwise specafied m the Supplement(s) Any taxes resulting from tins Agreement or act~wt~es resulting from tins Agreement, mcludlng but not hmated to sales and/or use tax, wall be the responsfluhty of the CITY HTE wall accept an exemptaon HTE License doc 5 , Denton License 7-22 doc Vet 5/15/99 7/22/99 cemficate from the CITY m heu of taxes ff the CITY quahfies for exempt status Such exemption ceruficate will need to be provided to HTE upon contract exeeutton HTE will be responstble for taxes based on its income or for any payroll related taxes for HTE employees VII. L~censed Program Testtng and Acceptance Begmmng on the date ten (10) days after dehvery of the Ltcensed Program(s) by HTE, the Licensed Program(s) will be avmlable for non-producttve use for testing for a period of tlurty (30) days Thts testing period ts to determme whether the Ltcensed Program(s) functions operate together and whether the Ltcensed Program(s) meet the CITY's spemficat~ons and/or requirements At any ttme dunng the testmg period, upon written not, ce, the CITY may discontinue the Lmensed Program(s) and recetve full erecht or refund for the amount of the hcense fee If written notme of dtscontmuance ts not recetved by HTE prior to the end of the testtng period, or if the CITY uses the Lmensed Program(s) for other than non-productive use dunng the testing permd, the Licensed Program(s) shall be deemed to be accepted under the provts~ons oftlus Agreement VIII. Licensed Program Services A Training on HTE L~censed Program(s), and Tturd Party Sof~ware, tf necessary, wall be provided for m the Supplement(s) and will be lnvmced as incurred at the completton of each tralmng sesston at the rate specffied in the appheable Supplement(s) The CITY understands that the number of trmnmg sessions and the number of hours of trmmng vary per apphcatton, and are esttmated based on HTE's experience m the tratmng of other customers for the same epphcattons Addrtlonal trmmng can be provtded upon request of the CITY at the then prevmhng rate per hour B Converston, tfneeeasary, will be provtded for m the Supplement(s) and will be mvmced as incurred at the rate specffied m the appheable Supplement(s) or at HTE's then prevmlmg rate per hour Data must be grven to HTE tn an IBM compattble format on a specffied magnettc media Data must match Idata field defimtton Input data file clean up shall be the responslbthty of the CITY Addmonal converston, ff necessary, vail be lnvmced at the prevmlmg rate per hour It ts understood that no two ,systems and file structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the electrome convermon C Mothfieat~ons, ff any, will be provtded for tn the Supplement(s) and wall be controlled by the HTE ,System Change Request form ("SCR") which will be prepared for the CITY by the HTE ProJect Manager raspons~ble for that module HTE will proceed on the SCR when the stgned SCR ts returned wtth the CITY's authorization along w~th appropriate payment as provtded for an the Supplement(s) D Project Management as strongly recommended by HTE, and will be provided for tn the Supplement(s) and will be mvmced as recurred E HTE will prowde the CITY wtth the Support Servmes hsted below for the HTE Lmensed Program(s) for such period as may be hsted m the Supplement(s), and commencmg one hundred twenty (120) days after delivery of the Lmensed Program(s) Thereafter the Services will be HTE Ltcelase doc 6 Denton Ltcense 7 22 doc Vet 5115199 7/22/99 provided on a year-to-year bas~s prowded the CITY exercises the option and pays HTE's annual support fee I Toll free telephone support lane, twenty-four (24) hours a day, seven (7) days per week 2 Electromc support 3 Product updates and new releases of the covered Lmensed Program(s) 4 Response to calls, under normal conditions, in approximately two (2) hours of receipt of lnconung call 5 Error correcUons as made F Dunng the covered period, the CITY will receive each new enhancement to the Licensed Program(s) that ts issued for the particular Licensed Program(s) covered Each new release will be accompamed by user and system documentation, reflecting the enhancements G HTE's pohcy IS to make improvements m its Licensed Program(s) on a regular basis tn order to mamtmn ars tamely apphcabihty and competitive market ability To this end, HTE may, from time to tame, make changes m operating procedures, programming languages, general purpose library programs, timing accessibility techmques, types of hardware supportabIhty, and other related programming and documentation improvements HTE shall prowde to the CITY, as updates, at no additional charge, and on a timely basis, the program logic and documentation for such Licensed Program(s) enhancements H In the event the CITY notifies HTE that tt suspects an error in the program logic or documentation which prevents the contmued accomplishment of the pnncIpal computing functions of the Lmensed Program(s), HTE shall use Its best efforts to confirm the existence of such error If the existence of such error as confirmed to be m the Lmensed Program(s), HTE shall correct at as part of its obhgataon hereunder If at is ultimately determined by HTE that no such error exists, the CITY shall compensate HTE for ~ts servmes This compensation shall be based upon HTE's hourly rate, plus reimbursement for reasonable travel and hvmg expenses I HTE's pohcy Is to acknowledge oral or written requests from the CITY to provide assistance m identifying and detecting problems, errors, and malfunctions arising an connection with the CITY's use of HTE's computer apphcatlon soft, ware systems To assist HTE an implementing its pohcy, the CITY shall confirm, tn writing, an oral request for specffic assistance within ten (10) days after such oral request is made The CITY shall furmsh to HTE adequate supporting documentation and details to substantiate and to assist HTE in the ldentfficatmn and detection of problems, errors, and malfunctions, arising from the CITY's use of the System(s) and/or Product(s) J If an enhancement, provided to the CITY under HTE Support Servmes, is dependent upon codm$ of a previous enhancement winch the CITY does not have, upon request, HTE wall prowde assistance by mml or telephone m order to estabhsh coding that will perrmt contlnmty between the CITY's operating system and the new er£hancement K The CITY agrees to notify HTE of the need to have a previous enhancement tn order to install a current enhancement HTE License doc 7 Denton License 7-22 doc Ver 5/15/99 7/22/99 L In the event the CITY requests any support other than that included under the terms of tins Agreement, dependmg upon the availabthty of its personnel, HTE shall use its best efforts to farmsh it an accordance with the current standard ballang rates M The CITY acknowledges that the continued ~ntegnty of the Licensed Program(s) ~s dependent upon installation m the program logic and documentation of all updates to the Licensed Program(s) which are provided by HTE to the CITY N Support requests for the first one hundred twenty (120) days after delavery of the Lacensed Program(s) shall be d~rected to the appropriate HTE project manager or trainer Support Services do not include mmntenance on modafieatlons made to the Lacensed Program(s) at CITY's request O Upon commencement of the HTE Support Servaces, telephone support will be provaded using a dedicated support telephone number, and the CITY must have Eleetromc Customer Support installed Support requests relating, af applicable, to tlnrd party hardware or software will be directed to the Vendor of such products unless otherwise provided for ~n the Supplement(s) Unless otherwase stated herein or in the Supplement(s), HTE shall assume no responslhihty for the pricing of, payment to, or prows~un for support servaces of any third party Vendors P liTE shall not supply any support servaces nor be liable for any damages m the event that any portion of the Licensed Program(s) is used on eqmpment or wath software products or software systems other than those supphed or approved by HTE CITY shall receive written authorization from liTE before attaching to the computer system any eqmpment not supphed or approved by HTE Authorization shall not be withheld unless saad equapment wall cause operational damage to the system, or reqmre undue system support from HTE Q CITY acknowledges that the systems supphed by liTE have umque operating properties and are a matched system of components which must not be altered, modified, or tampered with wathout specific assistance from HTE designated personnel liTE shall not be laable for any damage or loss of function which results from violating the approved operating environment by personnel not approved by liTE liTE aclmowledges that the Hardware, software products or software systems planned for use by CITY m combmatlon with the HTE Licensed Program(s) are acceptable to HTE as of the time of execution of this Agreement Additional approval may be requared for combmataons related to laeenses granted under Supplement(s) subsequent to the Supplement Schedule A dated of even date herewith R In the event of the failure of any hardware component or other third party product supplied under tins Agreement to function or operate m conformance with specafieataons, HTE shall have no obligation for warranty beyond that of the hardware or other third party manufacturer or that specafied in the Supplement(s) IX. Protection and Security of Proprietary Materaals A The CITY acknowledges that the Licensed Program(s), ~ncludmg the source code, design speclfieatxons and associated documentation of the Lacensed Program(s), (the "HTE Proprietary Information") conslatute proprietary information and trade secrets of liTE and will remain the sole property of liTE The CITY also acknowledges that the Third Party Software, ~ncludmg the source HTE L~cens~ doc 8 Denton L~cense 7 22 doc Vet 5/15/99 7/22/99 code, design speclficat~ons and associated documentation of the Third Party Software, (the "Third Party Proprietary Information") constitute proprietary information and trade secrets of the Tinrd Party Vendor(s) and will remam the sole property of such Third Party Vendor(s) CITY agrees to respect HTE's purported ownerslup of any such proprietary rights wbach may ex~st, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Licensed Program(s), and the ownersbap by Third Party Vendor(s) of proprietary rights whmh may exist m and to the Tinrd Party Soft:ware and any correctmns, bug fixes, enhancements, updates or other modfficat~ons, mcludmg custom modlfieat~ons, to the Licensed Program(s) and Third Party Sot'~ware, whether made by HTE or any flurd party B Dunng the period flus Agreement is in effect and at all t~mes after its termination, CITY agrees that it and 1ts employees and agents shall not at any time sell, assign, license, publish, display, dmtnbute, transfer or otherwise make avmlable to, or allow use by, any parent, subsidiaries, affiliated entlt~es or tlurd partaes any of the HTE Proprietary Informatmn or Tbard Party Proprietary Information The CITY shall hold m confidence the HTE Proprietary Information and Tinrd Party Proprietary Information for its benefit and internal use only by ~ts employees The CITY further acknowledges that, m the event of a breach or threatened breach by the CITY of the prowsaons of flus paragraph, HTE has no adequate remedy m money damages, and, accordingly, shall be entitled, without bond, to an ~njunctlon agmnst such breach or threatened breach C HTE agrees that any reports, mformatmn data or other documentataon g~ven to, prepared by or viewed by HTE or its employees and agents may be proprietary and confidential lnformataon of CITY and HTE, and HTE's employees and agents shall mamtmn the confidentiality of tins information and not sell, hcense, publish, display, distribute, disclose or otherwise make available flus reformation to any third party nor use such mformatron except as authorized by flus Agreement or upon prior wntten consent of CITY or unless authonzed by law X Warranties A I-ITE warrants that for a period of mnety (90) days after acceptance, as provided for m Sectmn VII, the HTE Licensed Program(s) listed m the Supplement(s) will perform m substantial comphance w~th the reference documentatmn supphed by HTE, prowded the Lmensed Program(s) are used m the proper operating environment HTE does not warrant that the functmns eontamed m the Licensed Program(s) will meet the CITY's reqmrement or will operate m the combmatlons wluch may be selected for use by the CITY after the mnety (90) day period after the eompletmn of the Licensed Program testing described m Section VII Any other utthty or incidental software d~stnbuted by HTE will be on an "AS IS" and "WITH ALL FAULTS" bas~s without warranty of any kind e~ther expressed or ~mphed HTE shall be respuns~ble only for the Licensed Program(s) and products as originally supplied and accepted by CITY, and for changes made to the L~censed Program(s) by HTE's authorized r~presentat~ves HTE will not be responsible for the consequences of attempts at changes or mod~ficatmns to the products and Licensed Program(s) made by the CITY or any other unauthorized party B HTE warrants that it has the right to hcense the HTE L~censed Program(s) hsted m the Supplement(s) and that the HTE Licensed Program(s) does not mfnnge any mtellectual property of any third party HTE agrees to mdenmffy CITY against expenses, including reasonable attorneys' fees, and habthty arising from any elmm of mfi'mgement related to HTE Licensed Program(s) provtded HTE HTE License doc 9 Dentor~L~eense 7-22 doe Vet 5/15/99 7/22/99 shall have the right to control the defense or settlement of any such claim If use of the HTE Licensed Program(s) by the CITY m enjoined by any infringement proceeding, HTE shall, if possible, obtain without unreasonable expense the right of License for the CITY to use the HTE Licensed Program(s) or if that is not possible, HTE shall refund to the CITY the license fee(s) paid under this Agreement for the particular Licensed Program(s) that is determined to be mfnnglng C HTE represents and warrants that the Licensed Program(s) is/are designed to be used prior to, during, and after the calendar year 2000 AD and that the Licensed Program(s) shall process date data during each such arne, specifically mcludmg any calculation relating to, or the product of, date data wtuch represents or references different centuries or more than one century Without hmgmg the generahty of the foregoing, HTE further represents and warrants 1 That the Licensed Program(s) shall not abnormally end or provide mvahd or incorrect results as a result of date data, specifically including date data Much represents or references chfferent centuries or more than one century, 2 That the Licensed Program(s) has been designed to ensure year 2000 compatible, including, but not lmuted to, date data century recogmtlon, calculations winch accommodate same century and multi-century formulas and date values, and date data interface values that reflect the century, 3 That the Licensed Program(s) includes "year 2000 capabilities" For the purposes of tins Soi'~ware License and Services Agreement, "year 2000 capabilities" means the Licensed Program(s) a shall manage and mampulate data involving dates, including single century formulas and multi-century formulas, and shall not cause an abnormally ending scenario within the apphcation or generate incorrect values or mvahd results involving such dates, and b provides that all date-related user interface functionalities and data fields are designed to be unambiguous with regard to century using the "fixed window" approach or four &gut year, and c will correctly perform normal leap year functions L~mttatl0n on Use/Limitation on Llabih~v. CITY shall not modify the Licensed Program(s) in any manner wluch would affect the performance of the Licensed Program(s) in such a manner as to cause it to fail to meet the Year 2000 Compliance Warranty set forth herem There shall be no hablhty on the part of HTE for any failure of the Licensed Program(s) to conform to the Year 2000 Compliance Warranty to the extent that any such failure is attributable to a modification of the Licensed Program(s) by CITY D The duration of this warranty and the remedms available to the City of Denton, Texas for breach of tins warranty shall be as defined m, and subject to, the terms and hmltatlons of the warranty provisions contained herein, provided that, notwithstanding any provision to the contrary m such commexclal warranty or warranties, the remedies available to the CITY under tlus warranty shall include repair or replacement of any HTE Licensed Program(s) whose non-compliance is discovered and made known to HTE m writing Nothing m this warranty shall be construed to limit any rights or 10 Denton Lm~nse 7 22 doc HTE License doc , Vet 5/15/99 7/22/99 remedaes the CITY may otherwase have under the contract wath respect to defects other than Year 2000 performance E HTE does not make any representataons or warranUes wath respect to Year 2000 warrantaes or intellectual property rights on behalf of any thard party products Any such representaUons or warrantaes are made solely by the Vendor of such products, and shall not be construed as a warranty wath respect to Year 2000 warranty, lnfnngement and the hke by HTE HTE MAKES NO WARRANTIES, OTHER THAN AS STATED HEREIN, WITH RESPECT TO THE PARTICULAR LICENSED PROGRAM(S), EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE XI. Limitatmn of Liability and Remedies A To the extent permitted by law, and to the extent provided for under flus Agreement under the Insurance provamons noted below, for clmms related to bodaly injury, death and damage to real property and tangable personal property, HTE shall mdemmfy and hold harmless the CITY from and agmnst all d~rect damages and costs of any kand, including but not hmlted to reasonable attorney fees, ansang out of or resultang from any neghgent acts, or neghgent omassaons of HTE, regardless of whether such clams are caused m part by any party mdemmfied hereunder, but not to the extent that the CITY ~s legally hable for such damages and costs In no event, however, wall HTE be hable for any consequentml damages, mcludang lost profits, savings or reprocurement costs, even if HTE has been adwsed of thear possabfllty B Except for HTE's obhgatlons to mdemmfy the CITY under mfnngement actions, as noted in Sections IX and XII of tins Agreement, and claims for personal injury or damages to real or tangible personal property caused by HTE's neghgence as noted above, HTE's habthty for damages to the CITY for any cause whatsoever under flus Agreement, regardless of the form of actmn, and except under HTE's Professaonal Lmbthty Insurance provmaons noted below, as lmuted to one and one-half tames the total amount of fees prod by CITY under thas Agreement for HTE Lxcensed Program(s) and services, not including any fees associated wath HTE project management and related out-of-pocket expenses In samataons mvolvmg performance or nonperformance of Licensed Program(s) furmshed under this Agreement, the CITY's remedy as (1) the correctaon by HTE of L~censed Program defects, or (2) if, after repeated efforts, HTE is unable to make the Lacensed Program(s) operate as warranted, the CITY shall be entitled to recover damages to the hmats set forth m this sectmn JO[I, Patent and Copyright Indemnity A HTE will, at ~ts expense, defend the CITY agmnst any clmm that the HTE Lmensed Program(s) supphed hereunder infringe a U S patent or copyright, and HTE wall pay all costs, damages and attorney's fees that a court finally awards as a result of such clmm To qualify for such defense and payment, the CITY must 1 G~ve HTE prompt written notice of any such clmm, and HTE Llccnse doe 11 Denton Llcense 7-22 doc Ver 5/15/99 7/22/99 2 Allow HTE to control, and fully cooperate w~th HTE m the defense and all related settlement negotaatmns B The CITY agrees to allow HTE, at HTE's optaon and expense, ff such claim has occurred or an HTE's ludgment xs lfl~ely to occur, to procure the right for the CITY to continue using the Licensed,Program(s) or to replace or to modify them so that they become non-md'ragtag If neither of the foreg0mg alternatives as available on terms wbacb are reasonable m HTE's judgment, upon written request, the CITY wall return the Lacensed Program(s) to HTE, and HTE shall refund to the CITY the hcense fee(s) prod under flus Agreement for the pameular Licensed Program(s) that is determined to be mf~ngmg C HTE shall have no obhgalaon w~th respect to any such claim based upon the CITY's mod~ficatlon of the Lmansed Program(s) or thear combination, operation or use w~th data or programs not funushed by HTE or m other than the spemfiefl operating environment Tins section states HTE's enUre obhgataon to the CITY regarding infringement XIII Copyright Protection A The software and any written doeumentataon associated therewith are protected under the Copyright Laws of the Umted States HTE warrants and CITY acknowledges that HTE has the following exclumve rights wath regard to the Licensed Program(s) 1 To reproduce the L~censed Program(s) ~n any or all forms 2 To adapt, transform or rearrange the Dcensed Program(s) 3 To prepare other products derivative of the Lmensed Program(s) 4 To control the dastnbutaon of the Lmensed Program(s) B CITY agrees not to molate any of HTE's rights or to assast or md others tn doing so CITY agrees to preserve all copyright and other notices tn the Lmensed Program(s) and written documentation A HTE shall, at HTE's own expense, purchase, matnta~n and keep ~n force during the term of tins Agreement such insurance as set forth below All insurance pohc~es prowded under tins Agreement shall be written on an "occurrence" bas~s The tnsurance reqmrements shall remain m effect throughout the term of th~s Agreement 1 Worker's Compansat~on as requnced by law, Employers Lmbfl~ty Insurance of not less than $100,00000 for each accident, $100,00000 d~sease-each employee, $500,000 00 chsease-pohcy hmat 2 Commercml General Llabthty Insurance - $1,000,000 L~rmt 3 Professaonal Llainhty Insurance - $1,000,000 L~mlt HTE License doe 12 Denton License 7 22 doe 7/22/99 Vet 5/15/99 B Concermng insurance to be furmshed by HTE, it ~s a condition precedent to acceptability thereof that 1 All policies are to be written through compames duly approved to transact that class of insurance in the State of Florida, and 2 Insurance ts to be placed w~th earners w~th a Best ratang of A VII C HTE agrees to the following 1 HTE hereby wmves subrogataon rtghts for loss or damage to the extent same are covered by insurance Insurers shall have no right of recovery or subrogatton agmnst CITY, it being the intention that the msurance pohmes shall protect all pames to the Agreement and be primary coverage for all losses covered by the policieS, 2 Compames issuing the insurance pohcles and HTE shall have no recourse agmnst CITY for payment of any premmms or assessments for any deductible, as all such prermums and deductibles are the sole responsibility and risk of HTE 3 Approval, disapproval or failure to act by CITY regarding any insurance supplied by HTE (or any subcontractors) shall not relieve HTE of full responsibility or habfllty for damages and acmdents as set forth m the Agreement documents Neither shall the insolvency or demal of liability by the insurance company exonerate HTE from habd~ty D Any of the insurance policies reqmred under flus section may be written m combmatton with any of the others, where legally permitted, but none of the specified hmlts may be lowered thereby XV. Assignment Neither CITY nor HTE shall assign or otherwise transfer any right of interest m th~s Agreement, m the System, or any of components of the System, tn whole or tn part, to anyone, ~ncludmg any parent, subsldmnes, affiliated entities or flurd paraes, or as part of the sale of any portion of its business, or pursuant to any merger, consohdatlon or reorgamzatlon, ~ncludmg by operation of law, without the other party' s prior written consent Such consent shall not be unreasonably withheld Force Majeure Neither party shall be m default or otherwise hable for any delay in or fmlure of ~ts performance under tbas Agreement if such delay or failure arises by any reason beyond ~ts reasonable control, mcluchng any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epldermcs, nots or failures or delay m transportation or commumcatlons The part, es w111 promptly tnform and consult w~th each other as to any of the above causes, whmh in thetr judgment may or could be the cause ora delay in the performance of tbas Agreement HTE License doc 13 Denton License 7 22 doc Vet 5/15/99 7/22/99 XVII. Notices All not,ecs, commumcatlons and reports required or permitted under thas Agreement shall be personally delivered or moaled to the respective parties by deposnmg same m the Umted States mall, postage prepoad, at the addresses shown below, unless and until either party is otherwise notified in writing by the other party, at the following addresses If to CITY City of Denton 215 E McKanney Denton, Texas 76201 Atto Alex Petltt If to HTE H T E, Inc 1000 Business Center Drive Lake Mary, Flonda 32746 Attn Susan D Falotlco Marled notices shall be deemed commurncated as of five (5) days after mmhng regular mall XVIIL Independent Contractor HTE covenants and agrees that he or she is an independent contractor and not an officer, agent, servant or employee of CITY, that HTE shall have excinslve control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of 1ts officers, agents, employees, contractors, subcontractors and consultants, that the doctnne of respondent superior shall not apply as between CITY and HTE, its officers, agents, employees, contractors, subcontractors and consultants, and nothing hereto shall be construed as creating a partnersbap orjolnt enterprise between CITY and HTE Dispute Resolution In the event of a dispute arlsmg under this Agreement the objecting party shall notify the other, in writing, of the nature of the dispute, and the parties shall attempt to resolve the issue under dispute wltlun thrrty (30) days of notification of the chspute If no such resolution is found wlttun the thirty (30) day term, then either party may pursue 1ts own legal remedies XX. General Provisions A Entire Agreement Tins Agreement and any Supplement(s) and/or Amendments to tins Agreement emboches the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties relating to matters herein, and there are no representations, condltaons, warrantaes, or collateral agreements, expressed or implied, statutory or otherwise, with respect to flus Agreement, except as otherwise provided herein, and ttus Agreement shall supersede all prexaous commumcat~ons, representations or agreements, either written or oral, between the parties to flus Agreement Ttus Agreement may not be modified, ormtted or changed in HTE L~eense doc 14 Denton License 7 22 doc Vet 5/15/99 7/22/99 any way except by written agreement signed by persons authorized to slgi1 agreements on behalf of the CITY and of liTE B Severabflaty If any of the terms, sectaons, subsecUons, sentences, ctauses, phrases, provisions, covenants, condmons or any other part of flus Agreement are for any reason held to be invalid, voad or unenforceable, the remainder of the terms, sectaons, subsectaons, sentences, clauses, phrases, provasmns, covenants, condmons or any other part of thas Agreement shall remain in full force and effect and shall m no way be affected, lmpmred or lnvahdated C Remedaes No right or remedy granted hereto or reserved to the parties as exclusive of any right or remedy herein by law or eqmty provaded or permitted, but each shall be cumulatave or every right or remedy given hereunder No covenant or condition of thas Agreement may be waived without consent of the partaes Forbearance or andulgence by eather party shall not constitute a wmver of any covenant or condatlOn to be performed pursuant to thru Agreement D Governing Law Tlus Agreement as entered into subject to the Denton City Charter and ordinances of CITY, as they may be amended fi.om tame to tame, and is subject to and is to be construed, governed and enforced under all apphcable State of Texas and federal laws If legal actmn is necessary to enforce ttus Agreement, venue shall he exclusavely in the courts of Denton County, Texas E Heachngs The headings of flus Agreement are for the convemence of reference only and shall not affect m any manner any of the terms and conrhtmns hereof F As a matter of policy w~th respect to CITY projects and procurements, CITY also encourages the use, af apphcable, of qualffied contractors, subcontractors and supphers where at least fifty-one percent (51%) of the ownerstup of such contractor, subcontractor and suppher ~s vested in racml or ethmc mmontaes or women In the selectaon of subcontractors, suppliers or other persons in orgamzatlons proposed for work on ttus Agreement, CONTRACTOR agrees to consader th~s pohcy and to use ats reasonable and best efforts to select and employ such company and persons for work on thas Agreement G Read and Understood Each party acknowledges that at has read and understands thas Agreement and agrees to be bound by ars terms H Constmctaon of Agreement Both partaes have part~clpated fully in the review and revm~on of fins Agreement Any rule of constructaon to the effect that ambagmtaes are to be resolved agmnst the drafang party shall not apply to the lnterpretataon ofttus Agreement I Binding Agreement The individual mgrnng this Agreement and any Supplement(s) to flus Agreement for the CITY warrants that they have been duly authorized to bind their respective pnncapals to all nghts, duties, remeches, obhgattons and responsabflataes Incurred by way of tins Agreement and that the Agreement and any Supplement to the Agreement are a vahd and bmdmg obhgataon of the CITY J Successors Bound The terms and condataons of tins Agreement shall extend and inure to the benefit and be binding on the respeetave successors and assagns of CITY and HTE 15 Denton License 7 22 doc HTE Llconse doc , Ver 5/15/99 7/22/99 K Non-wmver Waiver of any breach or default hereunder shall not constitute a continuing wmver or a wtuver of any subsequent breach either of the same or of another promslon of this Agreement L Non-Hmng Statement Dunng the term of this Agreement and for a period of twenty- four (24) months after the tenmnatlon of flus Agreement, the CITY may not offer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by HTE wlttun the mediate past twenty-four (24) months without prior consent of HTE The parties hereto acknowledge that they have read tlus Agreement and agree to be bound by the terms and condmons herein EXECUTED at Denton, Denton County, Texas, on the day and year first above written Title WITNESS CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY · HTE License doe 16 Denton LlCellse 7 22 doc Ver 5/15/99 7/22/99 SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT BY AND BETWEEN HTE, INC AND CITY OF DENTON, TEXAS SCHEDULE A-PRICING AND PAYMENT SCHEDULE CONTRACT NO. DENT-9900330 This Supplement is to the H T E, Inc Software License and Services Agreement (Agreement) dated of even date herewith, between H.T E, Inc (HTE) and City of Denton, Texas (Customer) Unless otherwise stated below, oil terms and conditions as stated in the Agreement shah remain in effect Designated Machine Use of thc L~censed Program(s) prowdcd m th~s Supplement on platforms other than specified below, w~thout written penmssmn from HTE, may be subject to an upgrade charge Type Model CPU Number nTB UN1X~ ...... S~ce~ (~or 10u~ms) 5t?O000 ~0000 l~on I~As I~eAs PA~~* T~ ~ ~ ~ ~F~ $ 1~,1~ ~0g $~ ~~ M ~ ~$1~&y 4~ 435~ ~j~ ~lH ~ ~$1~ 37,1~ 371~ ~ ~19~ ~ $1~7~ SB~ PLEBE NOTE THAT T~S ~ NOT ~CL~ED ~ THIS SCHED~E, ~, 1F ~PLIC~LE, ~L BE ~DED TO T~ ~O~T ~ T~ PAINT INVOICE(S) BErG SENT SEP~TELY TO T~ CUSTO~R HTE Schedule A ]. DENT Sch A dog Ver 5/15/99 7/22/99 *Payments THE AMOUNTS NOTED aBOVE SHALL BE PAYABLE .4S FOLLO~VS HTE L~cense Fees 50% upon dehvery and the rema~mng 50% due w~thm thtrty (30) days of completion of testtng pertod or September 23, 1999 whtchever ts earher Third Party £~cense Fees On ~nvotce, upon delivery Thlrd Party Tratnmg Fees On ~nvoice as incurred Project Management Fees On mvowe, as incurred Converston Fees 50% upon the execunon of the System Change Request (SCR) OncIudes $250 OO process~ng fee noted below) and the remaining 50% upon complenon ,4pphcatton Support Fees Prior to the commencement of the tmttal term of support Support fees for subsequent terms of support wtll be due prtor to the start of that term at the then prevadtng rate Rates for subsequent years of support service are subject to change Thtrd Party Support Fees Prior to the commencement of the mmal term of support Support fees for subsequent terms of support wtll be due prtor to the start of that term at the then prevathng rate Rates for subsequent years of support servtce are subject to change Travel and £tving Expenses Actual and reasonable travel and l~wng expenses are tn addtt~on to the prtces quoted above and wdl be tnvotced as tncurred HTE Support Services The unreal term of HTE apphcat~un support services shall commence one hundred twenty (120) days after dehvery of the Lxcensed Program(s), and extend for a twelve (12) month term Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the unreal support period Third Party Support Services The unUal term of Thrrd Party apphcaaun support services shall commence one hundred twent~ (120) days after dehvery of the Lxcen~ed Program(s), and extend for a twelve (12) month term Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the nut,al support period HTE Application Training Lrsted above, ff apphcable, are the number of days of training for the Lxcensed Programs listed Adtht~onal apphcat~on training, if requested by the Customer, can be provided upon request at the standard billing rate m effect at that rune, which at the rune of tfus Supplement xs One Thousand Two Hundred Eighty Dollars ($1,280 00) per day The fee quoted does not include U'avel and hvmg expenses Third Party Application Training Lrsted above, if apphcablo, are the number of training scss~uns for the Tfurd Party Licensed Programs listed Addmenal application training, rf requested by the Customer, can be provided upon request at thc standard billing rate m effect at that tune, which at ~e amc of th~s Supplement rs One Thousand F~ve Hundred Dollars ($1,500 00) per Sess~un The fee quoted does not include travel and hvmg expenses Project Management A descnptmn of the apphcable level of Project Management ~s a~tached to this Supplement and fees wall be invoiced m the amounts and under the terms noted above A mutually agreeable work plan wall be created by the HTE Project Manager and the Customer Adthtmnal days of Project Management, ff requested by Customer, will be invoiced as recurred at the then current HTE daffy rate at the standard billing rate m effect at that tune, which at the tune of th~s Supplement rs One Thousand Two Hundred E~ghty Dollars ($1,280 00) per day The fee quoted does not include ~ravel and hvmg expenses Modifications Mod~ficanuns will be controlled by the HTE SCR form wlueh wall be prepared for the Customer by the HTE Product Manager responsthle for that module There wall be a two hundred fifty dollar ($250 00) non-refundable processing fee for preparanon of each SCR requested by the Customer HTE will proceed on the SCR when the s~gned SCR rs returned w~th the Customer's anthonzat~un along w~th 50% payment, less the processing fee The £ma150% payment rs due upon compleUon HTE Schedule A 2 DENT Sch A doc 5/15/99 7/22/99 nverslo ff rovtdad for hereto, or ff requested by the Customer after contract execution, unll be controlled by the HTE Co ri, P ......... ~ F'n~v~rsmn Team Manaeer Them will be a two hundred fifty SCR form which will be preparen mr the ~ustomer oy me n ~ ~ ........... dollar ($250 00) non.refundable processing fee for preparation of each SCR requestad by the Customer HTE w~ll proceed on the SCR when the signed SCR is returned with the Customer's authonzauun along with fifty percent (50%) payment, less the processing fee The final fifty percent (50%) payment ~s due upon completion Data must be given to HTE m an I~M compatible forthat on a specified magnetic media and must match data field del'mitten Input data/'de clean up shall be the responsthihty of the customer Additional conversion, ff necessary, will be mvmced at the prevailing rate per hour It is understood that no two systems and file structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the alectromc conversion SCR form(s) for any conversion services mcludad m th~s Agreement are attached for Customer signature and return to HTE Cancellation Charges Customer acknowledges that HTE makes every effort to schedule training and project management sessions sufficiently m advance to make effective use of HTE's personnel and to obtain favorable prices for travel and hvmg Accordingly, the following cancellaUon charges apply to training or on-site proJect management sessions canceled at the request of Customer cancellation within seven (7) days of start date, Customer pays fifty pement (50%) of the total price for the warning or on-sae project management, cancellation within three (3) days of start date, Customer is responsible for entire price of the trsmm§ or on-site project management In addition to the foregoing, Customer shall be obhgated to rennburse HTE for any non- refundable exp~nses recurred by HTE for travel expenses Notwithstanding the above, HTE wdl endeavor to reschedule HTE personnel m order to rmtigate Customer's costs and expenses under this paragraph To the extent HTE is successful m such reschadalmg, Customer's payment obhgations shall be reduced Third Party Software and Hardware Unless otherwise stated, Customer shall enter rote separate license and/or maintenance agreements w~th each mdimdual ttm'd party hardware or third party software supplier for the equipment or software as may be provided hereto Warranty and maintenance offenngs by HTE for tis Licensed Program(s) do not apply to any thud party hardware or tinrd party software supplied under this Supplement HTE does not make any warranties for any non-HTE products unless otherwise provided hereto Attachments Attached hereto and made a part hereof is Exlnbit A, consisting of the General Specifications, the 'Bmldmg Pernuts Specifications, the Code Enforcement Specifications and the Planning and Zoning Specifications Warranty Extension The parties agree that the warranty provisions of Section X of the Agreement shall be extended by a period of ninety (90) days for each particular Licensed Program after it acineves go-hve, winch for the purposes of this Supplement, shall mcan material producnve use HTE also agrees to provide the services necessary to ensure that the Licensed Programs included hereto function together dunng the /'mai ninety (90) day extended wanranty period noted under fins section For the Licensed Programs mcladad harem, the reference doenmentaUon noted m SecUon X shall be the reformation contamad m Exinint A Optional Licensed Programs The Customer has the option of purchasing the following Licensed Programs at the prices indicated below and HTE agrees to hold th~ pricing firm for a period of twelve (12) months from the date of execution of tins Agreement Optional Licensed Programs $12~500 BP/Flal4 Impections - Server (requn~s BP) BP/Flel~ Inspectious - Chent (requires BP) (5 users) 12,500 14~000 BP Vmqe R~pouse (reqmres BP) 20,500 Project Managament, support and others services wall be invoice DENT Sch A doc HTE Schedule A 3 7/22/99 Ver 5/15/99 Non-Hiring Statement During the term of th~s Supplement and for a period of twenty-four (24) months after the termination of thxs Supplement, the Customer may not offer to htre or m any way employ or compensate any of the employees of HTE or persons who have been employed by it~E vattnn the tmmedlate past twenty-four (24) months without prior consent of HTE The terms andI eondifions contained in this Supplement, including the prices, will be honored as set forth hereto, provided th~s Supplement is fully executed by August 13, 1999 Customer warrants that the amounts to be paid hereunder will be pa~d out of appropriated funds and are not part of a financing arrangement with any third party HTE,IN¢~ ~! / T~tle WITNESS CITY OF DENTON, TEXAS Clty Manager ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L~ PROUTY, CITY ATTOKNEY HTE Schedule A 4 DENT Sch A doc Vet 5115/99 7122/99 Project Management Level Descriptions Level II · Sch~dul~ tralmng ,ns~ta of HTE · Provide a dothcated Projact Manager Apphcat~on Spec~ahsts that monitors and tracts ~ntemal client dehverables and tasks and serves as · Create a detailed work plan which thc primary contact for HTE issues includes tralmng wsits, dehv~rable schedules and project milestones · Develop test plans and monitor testing · Croate the Project Scope Statert~nt · Part~c~pato m scheduled conference that defines dallv~rables and calls n'alestones · Coordinate and schedule totems] · Project Manager vail conduct resources for training and chent scheduled conference calls or on s~te provided deliverables status meeungs '~nth Chent Project Manager and or Project Team · Pro,nde a s~nglo pmnt of contact at HTE HTE Schedule A 5 DENT Sch A doc Ver 5/15/99 7/22/99 Exhibit A General Specifications No Re~uirement Description Avmd duplicate data entry Data is entered once and replicated or accessed when needed 2 Processing controls should provide assurance that authorized data input into the system is properly processed 3 Ability to easily scroll or page through records or files on a screen an either a forward or backward &rect~un or to call up a single record directly by key 4 Ability to require online into any master file record, provided user has the proper authonzat~en 5 "Drill down" from a summary level to the detail transactions that created it 6 Store, access, and retrieve multtple years of bastoneal data 7 Staff must be able to adjust commonly altered variables, such as codes, tables, report parameters, ere without the serwces of a professional programmer 8 Ability for system tables to contain edit and vahdation rules to control data integrity 9 Availability of Windows based optional Graphical User Interface l0 Manu-dnven software -- easy to understand directions and prompts Arranged m a logical sequence Abthty to bypass menus and gain direct access to any program for which user is anthonzed 1 ! Create custom menus for ardlvldual users Add client specific options to menu 12 A~ view only access to specific user profiles 13 A~!~ seeunVd to menu option level 14 Log-on to the system once 15 Restrict access to system features and restrict specific transacUon processing to designated, authorized personnel, by user, by function 16 Maintain ancht trails including ehnnged by, changed date, and record (print or file) of changes 17 Records m the software should be composed of data elements that have consistent names, lengths, and data types m all files and programs 18 Operate m a mult~-user environment so record loclang will be required to maartam the mtegrtty of the data 19 Ab~hty to prevent any master file record from being deleted if that record is referenced m any other file 20 Provide a central repository of property/parcel mformat~on General Specifications No ,Rerlulrement Descrll~tion 21 Download to or access application data through desktop productivity tools such as spreadsheets, word processors, or repor~ writers 22 Allow public access to pnhbc records through retrieval m various formats 23 Purge data based on user-dafmed criteria (with appropriate controls) including prior year date, unused data, etc 24 Use the same PC for system and mamfi'ame emulation without having to shut one process down to start the other 25 View a list of users who are on the system and what modules they are accessarg 26 Provide flexthle backup utilities enabhng the backup of ardivldual items, apphcatmn databases or the en~e system 27 Support remote access for users m the field or those wishing to work at home 28 Receive complete tramm~ 29 Receive online documentatton 30 Receive permdlc software releases and enhancements 31 Provide support 24 hours/day, 7 days/week 32 Provide electronic dml-m Vendor can dlal-m to computer for diagnosis and resolution of software problems 33 Average response tune for sofware support is 2 hours or less 34 Vendor should have an active users' group where software enhancements can be suggested and problems addressed and corrected General Reporting Requirements 35 ,Electromcally file reports for subsequent access 36 Ability for printed output to be queued to any of the system or network printers 37 View or print reports, as an opuon 38 All numeric fields are slga-controlled 39 There are provisions for convemant ahgnment of pre-printed forms 40 There are logacat controls for processing pre-numbered documents 41 Checl~ should be check protected, utthzmg astertsks to precede dollar amounts 42 All reports should contain orgamzatmn name, report utle, colunm headarg descnpUons, processing date, seqannUally numbered pages, and subtotals at each level break as appropriate 43 ,Use an ad hoc report writer for flextble reporting Building Permits No Requirement Description Permit Application Processing Allow for the capture of basic apphcation data and track status ofperrmt apphcatmns 2 Allow assignment of pseudo or temporary parcel numbers to be used for permitting purposes until actual parcel numbers are available 3 Provide for calculation of standard fee amounts usmg user provided formulas or tables Track fee collections and receivables and generate payment receipts 4 Capture and allow access to complete pemut histories by parcel 5 Prowde a sunpldied system for processing rmscellananus perrmt applications (such as garage sale permits, etc ) 6 Allow for user-defined s~.'ucture detail data items based on thc type of work being performed For example, a different set of data may be set up for re-roof permits than for single family homes 7 Allow for data entry displays and items to be tailored to the type of pernut being issued For example, fees displayed for selection should apply to the type of permit being issued 8 Allow for an unlumted number of names, addresses, and phone numbers to be entered for a penmt apphcation Allow for online searches by any of these names to locate a pemut record 9 Allow for multiple subcontractors to be associated with a single permit For example, an electrical perrmt could have two or more subcontractors 10 Allow an unlurated amount of free-form notes to be entered for a permit Allow these notes to be flagged to appear automatically at key processmg points (such as inspection entry) 11 Allow for unlmuted usar-de£med codes for such items as type of construction, occupancy type, ere 12 Allow for the processing of blanket perrmls where a smgle pernut fee as charged to cover the rssuance of multiple pernuts 13 Allow for fees to be charged and collected that result m a credit balance for a penmt apphcation This credit balance amount can be apphad later to other fees for the apphcat~on 14 Allow for user defined valuation calculations bared on a user-del'meal table of construction values 15 Allow usar-de£med square footage calculations based on a user-defined table of square footage values Building Permits No Requirement Description 16 Allow user to duplicate an existing permit application and all associated reformation to a new application at a &fferent location An example would be a "standard plan" type of application that being bmlt repeatedly by a contractor 17 Provide a function to allow quick entry ofbastoncal data from manual files rote the system 18 Allow tracking of constructlon bonds posted for pernm applications Produce refund checks for bond amounts through interface to general ledger when requested 19 Allow "what 1£' type of fee calculations to answer mquntles from the public regarding various permtt application possibilities Produce a printed fees listing for each estimate 20 Allow scanning and storing of documents such as plans and apphcat~on forms These scanned documents are to be attached to a permit application and recalled later online 21 Allow for search and retrieval of a permat or application using address, parcel number, associated names, type of apphcatlon, apphcation status, responsible department, or any combination of these items 22 Allow special notes to be attached to an address or parcel in the property file and flagged for automatic &splay m the budding pernuts apphcatlon 23 System automaticaIly calculates perrmt exptration date based on user parameters Exptration date should be extended automaucally based on mspec~on activity Provide option to send notlficaUon letrers to contractors and/or owners prior to pernnt expiration through interface to word processing application Plan Review 24 Allow user-defmed plan review routing based on type of work performed Standard routing based on type of work automatically created when apphcat~on is entered Routing can change for arthvldual applications (steps added/deleted) Do not allow permit to be issued untal all reqmred plan review steps are completed 25 Allow for entry of unlmuted free-form comments during plan review Allow for the use ul~ a user- defined table of standard comments that can be accessed during plan revaew 26 Allow for tracking of the amount of tune m days that plans were under review for each plan ~ackmg step Generate statistical reports summanzang the number of days spent m plan review for each type of,lob by each reviewmI~ department Calculations of the number of days for each department should take rote account the amount of tune the plans were returned to the applicant or otherwise out of the department 27 Allow entry of plan corrections items as part of plan review Produce a plan correction hstmg of these items on demand Building Permits No Re~luirement Description 28 Allow user-defmed security to authorize md~vlduals to approve plan review steps for each agency inspection Processing 29 Allow mspecUon scheduling and logging of mspecUon results 30 Allow for the setup of user-def'med inspections sequences for each apphcat~on based on the type of work These mspectmn sequences can be altered for mthmdual pernuts as reqmred The system should edit during mspectlon processing to assure that inspections are being performed m the correct order as spemfied by tlus sequence 31 perform error checkmg during inspection scheduhng to assure that *Contractors' hcenses are vahd *Inspections are beml~ performed m the proper sequence *Type of inspection requested ~s valid for the perrmt *All requtred fees have been paid *Penmt has not expired *Perrmt has not been placed on hold These ethts should be user controlled 32 Allow user-defthed panalttes for falling inspections to be assessed during inspection results entry 33 Allow results comments to be keyed dunng inspection results enay Commonly used comments should be contained m a user-defined standard comments file that can be accessed during results entry 34 Allow user defimt~on of security to assure that only authorized persons are allowed to use an inspector's ID to s~$n off on an inspection 35 Allow user-da£med automatic assignments of mspecttons to inspectors by area Inspection area assignment to be retrieved from property database and automatically applied to mspect~on request User may ovemde the automanc assignment 36 Allow a user-defined system of point values to assure that inspectors are not bemg over scheduled for a specific day Tl~s system should consist ora point value assigned to each mspectton and a maxannm points per day value to each inspector As inspections are scheduled, the system should maintain the accumulated points for each inspector and warn when the maxurtnm is exceeded 37 Provide an easy method of reassigning an inspector's scheduled inspections for such s~toat~ons as an inspector calling m sick 38 Provide the abdity to load an inspector's dady assignments to a hand-held field computer for use m the field Provde the software to perform mspecnons m the field using this hand-held device Building Permits No Requirement Description 39 Allow the use of an Interacttve Voice Response (IVR) telephone system to process inspections System should allow the use of a touch-tone telephone to enter mspecUon requests, cancel mspecUon requests, and perform mqmnes on mspeetaun results on a real-nme bas~s IVR should also be capable of accepting results of an mspecUun telephoned m by an inspector m the field CO and Permit Printing 40 Allow for interactive printing of pemats using user defined permit print formats Allow notes from plan review and general apphcat~on notes to be flagged to print on the permit Allow for user opUon of pnntmg e~ther combmatton permtts (muluple perrmts per form) or single perrmts (one pemut per form) 41 Allow user to define type of certificate to pnnt (ex Ceraficate of Completton vs Ceraficate of Occupancy) Allow user defined print formats for cemficates Perform edmng prior to printing cerafrcate for such items as all fees pa~d, all pernuts fmalled, etc 42 Allow for the printing of job cards to be hung at the job site Job cards should be printed on weatherproof paper and hst appropmte mspecaons for the job Contractor Tracking 43 Prowde database for tracking contractor mformaaon such as name, address, phone, type of contractor, hcenses and insurance pohc~as Prowde an area for unlumted free-form text comments and notes for each contractor 44 Perform automatic checking of all contractor reqmrements for pulhng a perrmt during peraut processing These reqmrements are user-defined and can consist of both a document number (as a state hcense #) and/or an expiration date (as when state hcense expires) 45 ~llow for estabhslmaent and tracking of escrow accounts for con,rectors Escrow accounts allow contractors to place money on account and use to pay permit fees, elunmatmg need to bring individual payments for each perunt fee Produce on demand statements for these accounts Reports 45 Sta0.st~cal reports of pernnts ~ssued by a user-defined date range 47 Stat~sV_cal reports of the types of apphcatlons subnntted by user~defined date range 48 Star,so. cai reports of types of ~nspect~ons performed by user-defined date range 49 StatlsO. cal reports of ~nspector ac0.wty by user-defined date range Building Permits No Requiramant Description 50 Stat~stmal reports of plan review processing including numbers of apphcations processed, average days to process, crc 51 Government agency reports (such as the C-404 report) 52 Repons of open constmctmn bonds and assocmted activity 53 StalasUcal repons of CO activity 54 perants !!~nng~ by conl~actor 55 Contractor file ramhng labels 56 Penmt exp~ratmn reports w~th oplaon to print letters for expiring permits 57 Owner bmldar reports Integration 60 Cash receipts should vahdate account number and penalty amounts and update customer balance 61 Parcel management database should provide address, parcel mformaUon to the building penmts system 62 Prowde for venficataon of contractor's business license from the bmldmg permits system 63 Provide commumcat~on of con&taons and other pertmant mformat~on from planning and zoumg prqlects related to permit property locations Code Enforcement No Requirement Description Identify violations by parcel Prowde not~ficatmns to responsible party, and estabhsh user-defined follow-up mspecUon program to ensure correcttons are made 2 Allow user to define case types w~th user-defined sequence of actions and case data for each type 3 Ailow user-defined vlolalaon types and related flee-form text Allow multaple violations to be associated with a single case 4 Provide user-defined not~ficauons to responsible parUes (multiple parUes possible per case) Use word processing as method for user defimtlon of natlficanon 5 Provide for the interface of eleetromc mspecUon devices, allowing respecters to enter findings while at ~e site 6 Provide automauc follow-up of pending aetaons based on date due 7 Provide method of preparing agendas and backup documentat~un for cases reaching Code Enforcement Board or smular board 8 Abthty to record hens on properties generated by code enforcement actions Lien transactions from code enforcement apphcataon to be automaucally apphed to Parcel Management system 9 Provide a method of assagmng a case to an respecter for follow-up Where appropriate, allow demand reports to be nm, sorted by respecter 10 PrOvide a method for multaple departments to use the system with security options for each deparm~ent Where appropriate, sort reports by deparlment 11 Allow unlmuted free-form text at the' case level, vlolaiaon level, mspec~on level, and for reporting findings of boards and meetings 12 P~ovlda ability to locate a case by property address, any of the names associated with the case, parcel number or usnr-defined lookup field, as well as by case number 13 proVide a method of processing and ~:ackmg inspections not related to a case 14 Provide a method of estabhslung fine ealeulataons based on a "per day" caleulalaon User to input a start date for the fmc and system to keep a ruunmg total to date 15 C~sh receipts should validate code enforcement account number and penalty amounts and update customer balance 16 Provide abdlty to flag parcels wath code violations to notify budding permits system at pernut alpphcataon entr~ 17 Parcel management database should provide address and parcel lnformat~un to the Code Enforcement s~'stem Planning and Zoning No ,Rar[ulrement Description Capture basic planning project apphcat~on mformaUon and ~rack status of application Provide on- demand hstmgs of pl~nnm$ projects m various sort orders (by address, type of project, project number, planner assigned, ere ) and with various selecUon criteria (status of project, apphcatlon date ranges, planner assi~ed) 2 Provide for user defnntaon of data ~tems to be entered based on type of project 3 'Automalac tracking and routing of projects through various user-defined processes cons~sUng of agency and other review functions Routing should consist of a user-defmed sequence of routmg steps and should edit to ensure that steps are bem~ processed m the correct sequence 4 Provide for electronic collection of such ~tems as agency comments and condmons as review progresses Also, provide the ability to record review actmns made by various agencies and the tmae spent m revxew 5 Provide the abahty to assess fees and collect payments for plannmg projects Fees displayed dunng processmg should be determined by the type of project with only the fees applicable to the project type bem~ thsplayed 6 Provide the abthty to accumulate charges automatically against projects for hours spent m review as tnne is entered for review steps Any hourly charges accumulated should be deducted from a project deposit amount vath a warning d~splayed when the accumulated charges reach a user-defmed percentage of the deposit amount 7 Calculate user-defined "key dates" for projects automaucally as part of the rewew process for a project Provide the ablhty to tie a key date calculatmn to a project review step and have the data calculate automaucally when the step ~s complete 8 Provide a function for producing summary documents for a project from the comments and conditions entered dunng the project review without the user having to retype these comments and/or condltlOnS 9 Provide a method of automatically generating user-defined not~ficalaon letters to property owners and others regarding projects and meetings associated with these projects Through an interface with the parcel database, owners' names and addresses for surrounding propemes should be automaucally added to the list of addresses for the letters 10 Provide a method of producing meeting documents (such as agendas) for all projects scheduled for a particular meeting and date These documents should have the capability of accessing wathout rekeymg comments and/or conthtmns keyed m previously as part of the md~vldual project reviews 11 As part of the review process for project, any step(s) that are meeUngs should have a calandar of meeting dates available and should automalacally be scheduled for the next appropriate meeting date when the previous review steps are complete 12 Provide a user-defined table of standard or recurring condmons that can be accessed and apphed to a project during project processing, thereby elmamatmg the need to key repetmve "boflerplate" cond~Unns 13 Prowde the ability to access any project by project number, property address, project dascnpt~on, any of the names associated with the project (owners, developers, etc ) property parcel number, type of project, and user-defined lookup fields 14 Parcel Management should provide proper~ mforma~nn for all properttes assocmted with a project An unbm~ted number of properties may be associated with an mthvldual project Planning and Zoning No Requirement Description 15 Allow users to flag entire projects or individual project conditions m such a manner as to alert the Building Pernuts counter personnel of a project or special condmon at the Ume ofpernut apphcat~on 17 Prowde for central cash receipts to vahdate payments and update pro~ects 18 Prowde mtegratmn to word processing for entry of comments and cond~laons and to produce pro, leer summary documents