1998-248AN ORDI~IANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A COMPROMISE
SETTLEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND AZTECA
SYSTEMS, INC, AND RATIFYING AND APPROVING A MEDIATED SETTLEMENT
BETWEEN THE CITY OF DENTON AND HANSEN INFORMATION TECHNOLOGIES,
INC, ALL IN FINAL SETTLEMENT OF LITIGATION STYLED HANSEN INFORMATION
TECHNOLOGIES, [NC V AZTECA SYSTEMS, INC , ET AL, CASE NO 4 97CV308 FILED IN
THE UNITED STATES DISTRICT COURT, EASTERN DISTRICT OF TEXAS, THE TERMS
OF SAID~ SETTLEMENT SPECIFYING THAT AZTECA SYSTEMS, INC WILL PROVIDE
FUTURE ' SOFTWARE AND SERVICES IN THE AMOUNT OF $100,000 ON BEHALF OF
THE CITY AND EXECUTE A NOTE IN THE AMOUNT OF $50,000, DUE IN THREE
YEARS, PAYABLE WITH INTEREST TO THE CITY OF DENTON, AUTHORIZING THE
CITY MANAGER TO ACT ON THE CITY'S BEHALF IN ACCEPTING THE SETTLEMENT
AND EXECUTING A RELEASE OF CLAIMS, AND DECLARING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That in ht~gaUon styled Hansen Informatton Technolognes, Inc v Azteca
Systems, Inc, Et Al, Case No 4 97CV308 filed in the Umted States District Court, Eastern District
Of Texas, the proposed compromise settlement agreement between the City Of Denton and Azteea
Systems, Ine, attached hereto as Exhibit A, specifying that Azteca Systems, [nc will provide future
software and services in the amount of $100,000 on behalf of the City and will execute a note in the
amount of $50,000, due in three years, payable with mterest to the City of Denton is hereby ratified
and approved, and the City Manager is hereby authorized to execute a release of clmms, m a form
approved by the City Attorney
SECTION II That in the above-referenced litigation, the mediated settlement between
Hansen Information Technologies, Inc and the City of Denton, attached hereto as Extublt B, is
hereby ratified and approved
SECTION III That this orchnanee shall become effective immediately upon its passage and
approval
PASSED AND APPROVED thls the /~ dayof O~_~t~.a~_~ ,1998
JAC~I~LER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
~ .... ~r Page 1 of 2
APPROVED AS TO LEGAL FORM
HERBEX, ~_Y ATTORNEY
/
Page 2 of 2
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(d) Wtthm thtrty (30) days of execution of tbs Agreement, Azteea will prowd¢
the C~ty of Denton City Attorney an electronic copy of ~he source ~od~ for
all generally available software products of Azteca Each I uture software
vermon and product shall al~o bc provided to the City Attorucy wlth~n ~
days from the date it becomes gcncmlly available to the public The City
Attorney will hold tho soutex code in trust to bc used in the event that (1)
Aztzca bccoraes bankrupt, (2) Azteca refuses to provide ~,erv~ces to the City
of Denton, or O) any Designated Software Product is sold to a third party not
affiliated with Azteca However, the City of Denton will not acqmm any
night, title, or lntet~t m the source and/or object code, other than thc rights
which would be grantcd under a fully paid-up perpetual hconse agreement for
the Demgnated Software Product
(1) The City Attorney for the C~ty o! Denton will hold Azteca's source
code in confidence and pwtected from disclosure to the extent
authorized under the Texab Open Records Act
(e) Alternatively, within sixty (60) days of execution o£ this Agreement, Azteca
will place m esorow the source code for all generally available software
products of Azteca. The escrow agent will be a mutually acceptable third
pm-fy company that regularly holds computer software m escrow, and Azteca
will be responsible for all tests associated therewith Azteca will provide to
the C~ty cop~es et'the escrow contracts
(1) In the event that Azteca files bankruptcy, the ebcrow agent for the
4
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~ ~,~C~ of~~t ~y n~ ~
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(2) In ~e ~t ~t ~y ~ So~ ~d~t ~s ~ld to s ~
~l~ w~d ~ ~ ~ a ~ly ~d-~ p~ h~
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Tim Pattkm e~s* tt~t tlus Ag~ccmnnt ttneS no~. ~ran~ Rte C~tT of l)cnton t~tle
I° an~' ~ prodtmts sold by Aztec~ ac~ss to any sotuca or obJeCt code
f°t such software produots except as set forth m paragraphs 2(d) or 2(~), or
rcpmmm~w lmmby ~eleeses and forever dmclmses ~'tece, m~ether with l~ afltl,.~__.
dnect°m, *enployees, attoamYs, agents, end temese,,~ve.. ~m~,m~ ~e ~11 ~l~ns, ~, tnjurloe,
denmnds' '"'~---*'°v~ ~a'~ -*~- o*'~tion ~d ol~ns ~ recovery, imown ~ unknmvn, liqmdated or
e°ntm~ m'mu~ at any time ftom',he bei~inm~ of time to the date thls A~l~eemen~ is last executed
by any prat hereto.
4 ~ K~O1J~r w~ ]/.! OLa~c~n, d~e~to~, eS~..~, cmplo3mes, at~'ys
nmr~ omployces, at--s, and rep~t~et~ves fi~nu any end all ~laims, l~ens, injuries,
Alpeemmit, nothtns herein .~{! I~ eonstn~ed a~ a release by the Pames w~th respect to any
obhaa~on created by this Agreement
6 All Pa.-t~ to ~s ,e~neemmt spcc~eatly agree that they ~e not relying on
statement or r~zeatmUgfO~ by aris/~ pan~ m emutecUon w~th eva~uatmg or exeoutu,.g tlus
6
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executing th~ Agreement. Ail Part~es am repre~mted by cotmsel who have e~tmm,d
Con2als oflhls AgreemeaL the ie~d consequell~es of'thc Aflreomem, and *,he re, leases contmne~
7. TAO pmtle~ undauland and aglee tb~s Agreement and lhe releases ~onMined hetean
are to be ~iven thezt broade~ potable cons~cu~ The Pm~es furt_het~_ undmstand that by and
8. If this Agreenamt is eonetrmxl lo ba enlaguous m any manner, lira Partm$ hereby
agree to have it oons~_~_ m the la, oadest loan potable.
9 The Pames f~k~. de~r~ md mpr~m~ tl~ no eomptonuse, mducemmlt
and lat~kmont A~reemen! conlains the enUre agreemeut b~veea the Pamcs heroin
the Stm of
I I 'Flus A~ my bc e~ in ~ulllpl¢ ort~!~ and/or cotm~m*pltvts an~
~le ~ are acceptable.
7
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TH~ C~TY OF DENTON
~ITATI~ O~ ~
~ OF D~ON
~ of
1o
SETTLEMENT AGREEMENT
07/30/98
Hansen Informatton Technologies, Inc. vs. Azteca Systems, Inc., Bnan Haslam, Ctty
of Denton
BACKGROUND FACTS
1) The City of Denton ("Denton") was a fenner customer of Hansen and Is a enrrent customer of Aztaca,
against whom various allegaUons have been made m connecUon w~th the rmgratien of its data from
H_nn~en's products to Aztoca's products and acting as a beta site for Azteca
2) Hansen filed a lawsuit m the Eastern DlStnct of Texas, C~vil Acuen No 4 97CV308, for claims against
Aztecs. I-Iaslam and Denton (the "Lawsuit")
3) To avoid tho expense and unceltamty of htigation, the pames are entenng rote tlus settlement
agreement ("Agreement")
shareholders, attorneys, employees or agents from any and all clenns, demands, expenses, fees or
damages arising out of or m any way connected w~th any agreement between the par~es or the
Lawsmt, from the begummg of time unul the date of flus Agreement, mcludmg clenns wluch the
parties asserted or could have asserted m the Lawsuit, and mcludmg cross claims, or clanns for anti-
mist violations
5) Denton acknowledges that H~n~en has vahd copyrights and trade secrets m its software (WCMS,
WDMS, IMS V6, lidS-Arc, IMS-AV)
6) The patties to this Agreement and their counsel contributed mutually to its drafl~g Accordingly, no
proviston of this Agreement shall be construed against any party on the ground that smd party or its
counsel drafted the provimon
7) Counsel for Hansen and Denton shall ~e a joint motion to disnuss the Lawsmt w~thm seYen days
of the approval of flus agreement by City Counsel, contingent upon saUsfacuon of the compliance of
Paragraph 8(a) of the settlement agreement between Azteca and Hansen Ep~
8) Notices Any noUce regarding flus agreement shall be delivered by fax ~ cemfled
mall, return receipt requested, as follows
If to Han~en Han~,~en Informatton Technologies
Atto Kent Johnson
2330 Glendale
Sacramento, CA 95825
vnth a copy to Kathlcen E Fumerty
Livingston & Matiemch
1201 K Street, Smte 1100
Sacramento, CA 95814
If to Denton City of Denton
City Manager
Denton, TX '/6201
o~4~o 01o2 1
wth a copy to City Attorney
215E MclQlmey
Denton, TX 76201
Any chango m tho idenuty or address of thom who should receive noUce shall bo made by letter sent by
certified mad, return receipt requested, to tho person(s) then enOfled to noUc~ under tlus agreement.
10) If any part of gus agreement is declared mvahd for any reason, the mlmg shall not affect the
vahd~ty of the rest of this Agreement Tho other paris shall remain m e/Yea as d tins Agreement had been
executed w~thout the mvahd parts
11) Entire A~eement. Tl~s doennmnt contains the pamos' entire alp~ement on the matters vnth wluch
It deals There are no other written or oral under~ndmgs regarding the subject of this agreement This
agreement can only be changed by a writing signed by all pames
12) Counteroart l~xecutlen This agreement can be signed in multiple counterparts, each of wluch
shall constitute an ongnlal It shall becomo effecUvo only upon 0) execuUen by the last party to
sign
13) This Agreomant shall inure to tho benefit of and be binding upon thc successors, ho~rs and assigns of
the pamos
14) Each pony agrees that ;t and ~ts counsel shall execute all documents necossmy to effectuate flus
agreement
15) Tlus agreement shall not be mothfiad except by a wnUng mgned by all pomes to tho Agreement.
16) Tlus agreement Is subject to approval by tho City Council for the City of Denton
Signed as of flus 30th day of July 1998
HANSEN INFORMATION
Im Vt~ Pr~md~t ~
A~ to form
Assist/mt City Alton,//
A danton~tt doc
DAL01 $~29~2 1
0641100102 2