1998-347AN oRDn ANCE Aw n G A COrreCT FOR Tm P C SE OF A CO T SYSTEM
SERVICES AS AWARDED BY THE STATE OF TEXAS GENERAL SERVICES
COMMISSION, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND
PROVIDING FOR AN EFFECTIVE DATE (PURCHASE ORDERS # 90104 TO COURTS
SPECIALISTS, INC IN THE AMOUNT OF $118,055 00)
WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services
Comm, sslon has solicited, received and tabulated competitive bids for the purchase of necessary
materials, equipment, supplies or services m accordance with the procedures of state law on behalf
of the City of Denton, and
WHEREAS, the City Manager or a designated employee has reviewed and recommended
that the herein described materials, equipment, supplies or services can be purchased by the City
through the General Services Commission programs at less cost than the City would expend if
bidding these items individually, and
WHEREAS, the City Council has provided in the City Budget for the eppropnatlon of funds
to be used for the purchase of the materials, eqmpment, supplies or services approved and accepted
herein, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
St~CTION I That the numbered ~tems in the following numbered purchase order for
materials, eqmpment, supplies, or services, shown ~n the "Purchase Orders" attached hereto, are
hereby accepted and approved as be, ng the lowest responsible b~ds for such ~tems
PURCHASE
ORDER VENDOR AMOUNT
90104 COURT SPECIALISTS, INC $118,055 O0
SECTION II That by the acceptance and approval of the above numbered items set forth
in the attached purchase orders, the City accepts the offer of the persons subm~ttlng the bids to the
General Services Commission for such items and agrees to purchase the materials, equipment,
supplies or services in accordance with the terms, conditions, specifications, standards, quantities
and for the specified sums 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 Caty and persons sublTnttlng approved and accepted items set
forth an the attached purchase orders wash to enter anto a formal written agreement as a result of the
City's ratafieataon of bads awarded by the General Servmes Commassaon, the City Manager or has
designated representative as hereby authonzed to execute the written contract wluch shall be attached
hereto, provided that the written contract is m accordance wath the terms, condataons, specifications
and standards contained m the Proposal submitted to the General Services Commlssaon, quantmes
and specafied sums contained an the City's purchase orders, and related documents herean approved
and accepted
SECTION IV That by the acceptance and approval of the above numbered atems set forth
in the attached purchase orders, the Caty Council hereby authorizes the expenditure of funds therefor
in the mount and m accordance wath the approved purchase orders or pursuant to a written contract
made pursuant thereto as authorized herean
SECTION V That fins ordananee shall become effectave ~mmedaately upon its passage and
approval
PASSED AND APPROVED this ~t~~c'~ ~, 1998
-- day of
JA '~'
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
90104'~O gTXTE ORDII~ANCE
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. and CITY OF DENTON
September 28, 1998
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. and CITY OF DENTON
Table of Contents
1 FURNISHING OF SOFTWARE AND SERVICES 1
2 CONTRACT DOCUMENTS 1
3 DEFINITION OF TERMS 2
4 CONTRACT AGREEMENT AND CLAUSES 2
A Third Pames Clause 2
B Entire Agreemem Clause 2
C Agreemem Extension and Modification Clause 2
D Terms of the Agreement Clause 2
E Applicable and Govermng Law Clause 2
F Notices Clause 3
G Survival Clause 3
H Force Majeure Clause 3
I Incorporatmn by Reference 4
J Site Preparatxon 4
K Sluppmg of Eqmpment and Installation 4
L Non-Waiver of Agreemem Poghts 4
M Non-Collusmn Covenant 4
N Copyright and Trade Secret Warranty 5
O Nond~scrunmat~on by Vendor or Agems of Vendor 5
P Raght to Source Program 5
Q Ownership of Data and Index Fries 5
R Subcontractors 5
S Tenmnat~on 5
T Assignments 6
U Vendor as Independent Contractor 6
V Warranty Clauses 6
W Sol~vare Enhancements or Addltxous 7
X Final Acceptance of the System 7
Y Exclusive Venue 7
Z Publicity 7
AA Comphance w~th All Laws -- Partml Invah&ty 7
BB Paghts to Perform Internal Teaching and Seminars 8
CC Headings Not Controlling 8
Table of Contents
( continued )
5 SCHEDULE OF ACTIVITIES 8
6 DATA LOADING 8
7 ACCEPTANCE TESTS AND PAYMENT SCHEDULE 8
8 TAXATION 8
9 TITLE 9
10 TRAINING 9
11 DOCUMENTATION 9
12 SOFTWARE LICENSE 9
13 SYSTEM MODIFICATION 11
14 MAINTENANCE 11
15 CITY RESPONSIBILITIES 12
16 INSURANCE 12
17 FOREIGN COMPONENT INTERFACE 12
18 NOTICES 12
19 SEVERABILITY 13
20 AGREEMENT SIGNATURES 13
ATTACHMENTS 14
ASchedule of Activities
Software Price List
CSoi~ware Services
Additional Hardware 8: Services
EPrice Summary
FPayment Schedule and Contract Milestones
GAcceptance Tests
HClarifications
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
This Agreement is rode and entered into this 28__~~ day of September, 1998 by and be~veen
COURT SPECIALISTS, INC (CSI), a corporation having its offices at 906 Anna Lane, Frlendswcod,
Texas 77546, and the City of Denton, Texas (CITY), Municipal Court having its offices at 215 East
McKlrmey Street, Texas 76205
RECITALS
Whereas, on November 27, 1997 CSI responded to a request to provide certain Software, maintenance and
related services to the CITY to be purchased through n State Catalogue Entry (SCE)
Whereas, THE CITY now desires to contract with CSI to obtain the license, the software, sol~w~are
maintenance and other services described m the State Catalogue Entry (SCE) and CSI desires to contract
with the CITY to provide said license to set,rare and the services described in the (SCE)
Now, therefore, in consideration of the mutual covenants, promises and undertakings contained hereto,
the parties hereto hereby agree as follows
I. FURNISHING OF SOI~I~WARE
Subject to the terms and conditions set forth herein, CSI agrees to provide at locations specified by the
CITY who hereby agrees to purchase
A The License for the use of the computer programs and related documentation listed in Attachment B
hereto (collectively "the Software") at the price specified in Attachment B
B CSI services listed in Attachment C at the prices specified in Attachment C
C Hardware and services listed In Attachment D at the prices m Attachraent D
2 CONTRACT DOCUMENTS
The contract documents are
A CSI response to written requests fur additional reformation and clarification fi.om the CITY in
Attachment H
B This Agreement, mcluthng the following Attachments attached hereto
Attachment A Schedule of Actlvmes
Attachment B Software Price List
Attachment C Serwces
Attachment D Hardware dc Hardware Services
Attachment E Price Summary
Attachment F Payment Schedule and Contract Milestones
Attachment (3 Acceptance Tests
Attachmant H Clarifications
Each of these documents is incorporated hereto by this reference az if set forth in full and shall constitute
a part of this Agreement In the event of any conflict in the obligation pursuant to the above documents,
control shall be determined m the following order
This Agreement
2 The Clarifications
3 SCE
The failure of this Agreement to include reference to any matter contained in any other contract document
shall not be deemed to constitute a conflict
3. DEFINrrlON OF TERMS
A System The total complement of software and services identified in Attachment B, Attachment C and
Attachment D by CSI, which are reqmred to operate as an integrated group
B Licensed Software Each soft'ware module listed In Attachment B, mciodmg machme-reedable object
code (not source code) for such product, any user documentation for such product, and any other
related materials which are furnished to the CITY by CSI for the use m connection w~th such
product
4 CONTRACT AGREEMENT AND CLAUSES
A Third Parttes Clause
Neither of the Identified parties to the Agreement shall assign or encumber any of its rights, or
delegnte or subcontract any of its duties defined m the Agreement, in whole or in part, to other third
parties unless the other party to the Agreement gives prior written consent However, both par~les
may assign this contract to their successor by operation of law or by reason of their sale or transfer of
stock or assets to another entity, w~thout the approval of the other party
B Entire Agreement Clause
This Agreement, including all contract documents listed m Section 2, constitutes the entire
Agreement be/ween the CITY and CSI and supersedes all quotes, presentations, representations and
communications, whether oral or m wrltmg, between the parties on this subject
C Agreement Extension and Modification Clause
The Agreement may be modified or extcoded In accordance w~th the following procedures A change
shall be by formal amendment of the Agreement signed by the parties and made a permanent part of
the Agreement
D Term of the Agreement Clause
This Agreement encompasses separate undertakings the term of each of, which is independent of the
others These undertakings include the licensing of computer programs (software), mstallatlen,
training, and sot~vare support
E Applicable and Governing Law Clause
The Agreement shall be sub.~ect to all laws of the Federal Government of the United States of America
and to the laws of the State of Toxas All duties of elther party shall be legally performable in Texas
The apphcable law for any legal disputes arising out of this contract shall be the law of (and all
actions thereunder shall be brought m) the State of Texas, and the forum and venue for such disputes
shall be a state in district Court of Denton County, Texas
F Notices Clause
All notices or communications required or permitted az a pan of the Agreement, shall be in writing
(unless another verifiable medium is expressly authorized) and shall be deemed delivered when
a) actually received by the Court Administrator or then' designated representative
b) upon receipt by sender of a certified mail, return reca~pt signed by an employee or agent of the party
or
c) if not actually received, 10 days ulcer deposit vath the Umted States Postal Serwee authorized mail
center vath proper postage (certified mall, return receipt requested) affixed and addressed to the
respective other party at the address set out tn the secnen of the Agreement "Identification" of the
Parties to the Agreement" or such othar address as the party may have signed by notice or Agreement
amendment to the other party, or
d) Upon delivery by the CITY of the notice to an anshorm;d CSI representative while at the CITY site
Cansequencas to be berne due to failure to receive a notice due to unproper notification by the
intended receiving party ora new address vail be borne by the intended receiving party
Survival Clause
All duties and or payment respousthditles of any party, which either expressly or by their nature
extend into the future, shall extend beyond and survive the end of the contract term or cancellation of
this Agreement
H Force Majeure Clause
Timely performance Is essential to the successful mitml implementation and ongoing operations of
the court management system However, neither party vail be liable for delays tn performing its
obligations under this Agreement to the extent that the delay is caused by Force MaJeure Force
MaJeure acts shall mean n cause which is beyond the control of the affected pnny and may include but
not be limited to asts of Gad, strikes, lockouts, nots, acts of war, epidemics, government re~latluns
imposed aRer the fact, ~re, cemmunlcntluns hae failures, earthquakes, or other thsasters Force
MaJeure shall not be allowed unless
1) Within three (3) calendar days of the occurrence of Force MaJeure, the party who~e performance is
delayed thereby shall provide the other party or pnnles vath written notice explaining the cause and
~xtent thereof, as well as a request for a time extension equal to the estimated and duration of the
Force MaJeure events, and,
2) Within seven (7) calendar days after the cessation of the Force MaJeure event, the party whose
performance was delayed shall provide the other party written notice of the time at which Force
MaJeure ceased and a complete explanation of all pertinent events pertaining to the ennre Force
M~eure sltuatlen Unless provided pnur written notice of permission by the other party or parties to
the Agreement, under no circumstances shall the p~,missthle delays justified by Force MaJeure extend
beyond one hundred-twenty (120) days from scheduled dates or from unscheduled deadlines resulting
and established due to failure of the system to meet performence exammanim(s) as documented in the
Agreement Failure to sesure prior wntien permission extending the due dato niter the one hundred-
twenty (120) days, even under Force MaJeure conditions, shall consntote default by the pnny failing
to meet the required dcadhne Under no circumstances shall delays caused by a Force M~eure ~d
beyond one hundred-twenty (120) days from the scheduled dehvery or completion date of a task,
unless by prior (to the one hundred-twenty day) written notice of permission of the other party
Failure to secure this written prior permission, even m the case of Force MaJeure shall constitute
default by the party fading to meet the requiroment Either party shall have the right to cancel the
contract Agreement ff Force M~eure suspends performance of scheduled tasks by one or more parties
for a period of one hundred-twenty (120) or more days fi.om the scheduled date of the task If a
cancellattnn due to a Force MaJeure occurs before tttle passes to the CITY, then CSI may keep any
parts oftha system as it can salvage, but must remove same at ~ts own expense If cancellatmn occurs
due to a Force MaJeure at~er utle passes to the CITYOF DENTON, the system shall remain wtth the
CITY and CSI shall be antttled to any such payments as have accrued according tn the payment
schedule
Incorporatton by Reference
CSI shall supply soth~are, and other related servtces adequate to accomphsh the reqmrements as set
forth m the $CE and the CSI response to the SCE The parttes also agree that where there ts not a
confltct between this Agreement and the mformatmn presented m the referenced documents, that all
terms, condmons end offers presented m the CSI response to the Request for Informatton shall hereto
be referenced to the Agreement and shall be bmdmg upon all parties to the Agreement
J Stte Preparatton
Upon contract exeeuuon, the CITY and CSI vnll have thirty (30) days to prepare a mutually agreeable
schedule ofacttvmes
K Sh~ppmg and Installatmn
The Hardware Vendor or the CITY shall pay all shtppmg costs to the s~te All payments to shipping
agents and for msurance fees shall be made du~ectly by the Hardware Vendor and CSI shall make no
payments to any firm concerning the shtpmant and dehvery, which ~s not a part of thts Agreement
and for whtch exact payments are not dascrtbed
CSI and/or ~ts subcontractors shall furnish all necessary labor, and other services hsted on
Attachments B and C, reqmred to accomphsh installation at The Mumctpal Court CSI will install
the software and provtde the cunverston serwces
Installatton shall be performed during normal busmess hours, and the CITY, shall make all the
necessary arrangements to allow the CSI personnel soffictent workspace and access to the mstallatton
locuttons during normal bustnass hours, or at such other trines as may be mutually agreed upon
When the system has passed the software functionality test, CSI and/or tts subcontractors shall certify
to the CITY that the mstallatton ts complete
L Non-Watver of Agreement Raghts
It ts the option of any party to the Agreement to grant extensions or provide flex,brittles to the other
patty tn mectmg scheduled tasks or responstbthties defined m the Agreement Under no
ctrcumstances, however, shall any parties to the Agreement forfeit or cancel any right presented in
the Agreement by delaying or t~llmg to exerc~sa the right or by not onmedmtely and promptly
nottfymg the other party m the event cfa default In the event that a party to the Agreement watves a
right, thls does not mthcate a watver of the abdtty of the party to, at a subsequent tune, enforce the
M Non-Colluston Covenant
CSI hereby represents and agrees that tt has ~n no way entered mtn any contingent fee asrangement
wtth any finn or person concerning the obtatnmg ofthts Agreement w~th the CITY In addttton, CSI
agrees that a duly authorized CSI representative w~ll stgn a non-colluston affidavit, m a form
acceptable to the CITY, that the CSI firm has received from the CITY no mcenUve or special
payments, or considerations not related to the provision of automated systems and serwces described
in this Agreement
N Cepyr~ght and Trade Secret Warranty
CSI represents and warrants to the CITY that, to the best of ~ts knowledge and belief; the soiware
furmshed under this Agreement does not violate any U S copyright or any trade secret of any thud
party
O Nondiscrunmatlon by Vendor er Agents of Vendor
Neither CSI nor anyone with whom CSI shall cuntract shall discrunmate against any person
~nnployed or applying for employment concerning the performance of the CSI respons~blhtles under
this Agreemant Th~s dlscrunmation prohibition shall apply to all matters of mmal employment,
tenure and terms of employment, or otherwise with re~ect to any matter directly or mdu'actly relating
to employment oonearnmg race, color, sex, rehglan, age, national or,gm, or ance~'y A breach of
th~s covenant may be regarded as a default by CSI of this Agreement
P Right To Source Program
IfCSI, shall cease to be tn the soib~are business, or lfCSl should be declared bankrupt or insolvent
by a court of competent junsdictlon, The CITY shall have the right to access, for its own and sole use
0nly, for maintenance, modification, upgredm$ and enhancement purposes only, one good copy of the
source to the Soitware hcensed hereunder Each source program supphed to the CITY under this
paragraph shall be subject to each and every rastr~ot~on on use set forth m this Agreement, and the
CITY acknowledges that the source programs and then' assocmted documentet~on ere extraordinarily
valuable proprietary properly of CSI and will be guarded against unauthorized use or disclosure with
great care The CITY hereby wmves any clauns whatsoever to ownership or part ownership m the
licensed soorce or any modifieatlons made to it
CS1 agrees to maintain the source code on-site at the CITY If CS1 defaults under the terms ofth~s
agreement, the source code Is available to the CITY and shall be subject to each and every restriction
on use set forth m this Agreement
Q Ownership of Data and Index Files
All part,es to the A~reement acknowledge that the CITY shall maintain ownersinp and control of all
data fllas and the related indexes and pointers to those data files
R. Subcontractors
CSI may uae subcontractors m connection with the work performed under th~s Agreement
S Termination
1) Either the CITY or CSI may terminate th~s agreement upon 30 day's wrltten not, ce If the other has
materially failed to comply with any of these terms and condit~ens of th~s agreement, except that if
the CITY distributes or makes any use of the sottware and/or related matermls not permitted by this
alp'cement, CSI shall have the right, without affecting any other rights and remedies CSl may
have, to terminate this agreement unmedmtely
2) When th~s agreement terminates for any reason, other than CSI's failure to comply with the terms of
thls agreement, within ten busmass days thereatter, the CITY agrees to deliver the original and all
copies of the Software and related materials, mcludmg enhancements and derivative works Upon
CSI's request, the CITY agrees to certify to having fully complied vath this provision
3) Termination of this agreement does not free the CITY from its obligation to protect "Confidential
Information" and to return or destroy the software and other materials as provided under this
agreement
T Assignments
The CITY and CSI each brads themselves, thetr partners, successors, and other legal representatives
to all covenants, agreements, and obligations contained m this Agreement
U Vendor as Independent Contractor
It is expressly agreed that CSI is not an agent of the CITY, but an independent contractor CSI shall
not pledge or attempt to pledge the credit to the CITY or m any other way attempt to brad the CITY
V Warranty Clauses
I Software Warranty
CSI warrants that the seth,tare provided under this Agreement meets each of the specific
reqmrm'nents described m the Agreement and in CSI's response to (SCE) If the CSI soft'ware is
under a maintenance contract with the City, CSI vail d~sign, code, check out, document end
deliver promptly any amendment or alteration to the soth~are that may be required to correct
errors present at the tune of delivery of the system and which significantly affect performance
This warranty is contingent upon the CITY advising CSI of such errors, In accordance with CSI's
prescribed reporting procedures
2 Year 2000 Warranty
CSI warrants that each hardware, soth~vare, and firmware product delivered under the contract(s)
shall be able to accurately proeass date data (including, but not limited to, calculating, compurmg,
and sequencmg) fi.om, into, and between the twentieth and twenty-first centuries, including leap
yeor calculallions, when used m accordance vath the product documentation provided by CSI,
provided that all other interfaces (e g, hardware, software, firmware) used In combination vath
such product properly exohange date data vath It If the contract requires that CSI's products must
ps,,~'form as a system m accordance w~th the foregoing warranty, then that warranty shall apply to
CSl's products es a system The duration of this warranty and the remedies available to the City
of Dentun, Te.v~s for breach of this warranty shall be as defined in, and subject to, the terms and
hmttatlons of CSl's standard commercial warranty or warranties contained in the contract,
provided that, notvathstandmg any provision to the contrary in such commercial warranty or
warranties, the remedies available to the City of Denton, Texas under this warranty shall include
repau' or r~placement of any CSl-supphed product whom non..comphance is discovered and made
known to CSI m writing Nothing m this warranty shall be construed to lunlt any rights or
remedies the City of Denton, Texas may othen~se have under the contract with respect to defects
other than Year 2000 performance
3 Warranty of Non-Infringement and Indemnification
CSI warrants to the City of Danton that it is the owner or proper licensee of the Software and has
the right to enter rote this agreement
CSI shall mdemmfy, defend and hold harmless CITY OF DENTON from end against eny
clatms, including reasonable legal fees and expenses, based upon infringement of any United
States copyright trademark or patent by the Software CITY OF DENTON agrees to notify CSI
of eny such clenn promptly m writing CITY OF DENTON agrees to cooperate fully w~th
during such proenedmgs CSI shall defend end set~te at its own expenses ail precendmgs arising
out of the foregumg In the event of such infringement, CSI may replace, in whole or m part,
Sofhvare vnth a substantially compatible end functionally eqmvalent computer program or
modify Sofavare to avoid the infringement
4 NO OTHER WARRANTIES
LICENSOR MAKES AND CUSTOMERS RECEIVES NO OTHER WARRANTY EXPRESS OR
IMPLIED, AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE LICENSOR'S
LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR
CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES SHALL BE LIMITED TO
THE AMOUNT OF THE TOTAL CONTRACT
W Sothatare Enhancements or Additions
Should CSI expand sofh,nu'e functional or performence capabilities beyond those requtred as part of
this Agreement, the CITY shall be responsible for the costs associated w~th the purchase, installation,
end maintenance of the computer hardware necessary to operate same The CITY will also be
responsible for the costs associated with mstalhng the enhancements or ad&tions
X Final Aceeptence of The System
The software system shall be defined to be finally accepted by the CITY after the installation of the
System, and the load of the CITY databases, end the successful completion of the follovang
examinations acceptance test end conversion data The system is also considered accepted if the City
uses the system tn a production mode A mutually agreeable Acceptance Test Plan w~ll be jointly
developed
Procedures for the admmlstratloll end orlterla for successful completion of these examinations are
found in Attachment G of this document
Y Exclusive Venue
Exclusive venue for any legal action arising out of this Agreement shall be Denton County, Texas
Z Publicity
The CITY agrees to CSI usmg the CITY name tn press releases, advertising, sales promotions,
articles, and other publicity mattars related to eny product furnished by CSI, including the
customer list and newsletter
AA Comphenca w~th All Laws - Partial Invalidity
· Cemphenca Each party agrees that it will perform its obligations herein tn accordance w~th all
applicable laws, rules end or regulations now or hereafter tn effect Neither party shall have to take
eny action, which would violate eny applicable law, rule, or regulation of the controlltng authority
· Partial Invalidity If any term or prowslon of this Agreement shall be found to be illegal or
unenforceable then, notwithstanding This Agreement shall remain m full force and effect and
such term or prowslon shall be deemed strlckan
BB R~ghts to Perform Internal Teaching end Seminars
The CITY shall have the right, so long as the System contracted for harem is m use by thc
CITY according to this Agre~nent, to give mstructlon to any or all CITY enun personnel
CITY reserws the right to approve all scheduling of CSI Customer site visits CSI will coordinate
vath the CITY Municipal Court or will refer CSI customers to Municipal Court regarding potential
site visits
CC Headings Not Controlling
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed as
part of this Agreement
S. SClfF.,DULE OF
The CITY and CSI will follow the Schedule of Activities as described m Attachment A This
schedule contains all essential activmes for the project The par~les may revise the schedule, ai~er
contract signing, as they mutually agree
6. DATA I.,OADIN'G
CSI will develop conversion programs to load the Court data from the existing indexed files, m
accordance with the mutually agreed upon schedule, provided that the CITY provides the Court file
layouts or other documentation essential for the conversion to CSI as required
IT IS RESPONSIBILITY OF THE CITY TO CERTIFY TO COURT SPECIALISTS ]NC, THAT
COURT SPECIALISTS WILL NOT BE IN VIOLATION OF ANY COPYRIGHT, NON-
DISCLOSURE, OR CONFIDENTIAL AGREEMENTS I~ETWEEN THE CITY AND THEIR
CURRENT VENDOR. THIS INCLUDES
A CSI CONVERSION OF DATA FILES
B CSI CONTACT WITH EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS OR ANY PERSONS HAVING KNOWLEDGE OF THE
CURRENT DATA
? ACCEPTANCE TESTS AND PAYMENT SCHEDULE
Payment is due upon receipt of invoice for successful completion of contract milestones Payment
percentages, payments for services performed and corresponding milestones are detailed m
Attachraent F
Invoices shall be submitted to the CITY at the address contained in the first paragraph of this
Agreement
8. TAXATION
The CITY represents that it is exempt from Federal, State, and Local taxation
9. T~TLE
Soft. are ~s u hcensed product and no tttle transfer ~s apphcable
10. TRAINING
CSI will provide training sessions on the operation and use of the system for the City personnel as set
forth m the State Catalogue Entry, end m Attachment A, at tones to be agreed upon by CSI and the
CITY Any additional training requested as a result of soitwara upgrade to the system purchased
onder this Agreement will be provided as agreed by CSI end the CITY
11. DOCUMENTATION
CSI shall provide system documentation end prmted training menuals for the operation end
maintenance of the system Such dacumentat~on shall Include
a Documentation for all functional modules purchased by the CITY
b One set of INFORMIX system documentation
e Four (4) - lrammg guides
d As enhancements became available, appruprtate documentation will be sent
· Data Dlctmnary
f Data Flow Diagram
The CITY may photocopy or otherwise reproduce CSI copyrighted documentation end training
materials for training or other internal use provided that CSI's statement of copyraght as included on
each copy
12~ SOFTWARE LICENSE
A General
SubJect to the terms end conditions heremaiter set forth, CSI hereby grants the CITY a
nontrensferable, nonexcluslve, end royalty-free, single-CPU license (the "License") to use the License
Software solely m the business of the City en the single computer listed m Attachment B, or
subsequent upgrades Such License includes the fau' use of the software License soRware will be
provided by CSI to the CITY pursuant to the terms of this Agreement, only m machine-readable
object code, except as provaded by Section 4 P The CITY acknowledges that by virtue of this
License, the City acquu'es only the right to use the original and permitted duplicate copies of the
Licensed SoRvnu'e as described herein and does not acquire eny rights of ownership m the Licensed
SoRware whlc. h rights shall remain ex¢luslvely,,,nth CSI The term of License shall commence upon
delivery of the first module of Licensed SoRware end shall remain m force es long as the City as m
compliance with all the provisions of the License
The computer programs end other items supplied by CSI hereunder are for the sole use of the CITY at
the location of the CITY The computer programs licensed hereunder shall be used only on a stage
central processing unit or mainframe (refi~rred to us the CPU) and ils associated peripheral units Use
of a program shall consist either of cop!nag any portion of the program from the storage units or
media into the CPU, or the Processing of data w~th the program, or both
Payment of L,cense Fee
The CITY agrees to pay CSI a one-tune hcanse fee for the use of the L~censed Software tn the
amount specified m Attachment B
Right to Copy
No portion of the Licensed Sotb~are or any updates of enhancements to the Licensed Software may be
duplicated by the CITY except that the CITY may make as many copies as they require of the
machine-readable portion thereof for normal security backup purposes, and any other purpose allowed
tinder this Agreement, provided that the CITY properly reproduces on each such copy all notices of
CSI patent, copyright, trademark, or trade secret r,ghts
CSI will allow the CITY permission to develop and CSI retains ownership of any code the CITY
develops w~th the fullowmg restrictions, the code is only to be used by the
CITY and can not be d,stnbuted for any reason outside the use of the CITY, the CITY can done any
portion of CSI's Source Code, ,f the CITY uses any part of CSI's Source Code m a program
developed by the CITY, then that program becomes the property of CSI, but any problems caused by
the program requiring the seduces of CSI will ba the rsspens,bihty of the CITY and CSI will b, ll the
CITY for any repairs to the system
The CITY can not modify any CSI Source Code without voiding the warranty If the CITY develops
programs that effect the data m the database and that results m the corruptmg of data, C$I vnll b, ll
the CITY for services and tune spent repairing data
The CITY agrees to notify CSI unmedlately for the anauthur~zed possession, use, or kuowiedge of
any item supplied under this license and of other mformatmn made avadable to the CITY under this
Agreement, by any person or organization not authorized by this Agreement to have such possess,on,
use of knowledge The CITY will promptly furnish full details of such possession, use or knowledge
to CSI, will assist m preventing the recurrence of such possession, use of knowledge, and
cooperate with CSI ,n any litigation agamst third part,es deemed necessary by CSI, to protect ,ts
proprietary rights
Title to $ot~vare
CSI retains ownership of all Licensed Soffwuro and related documentation The CITY shall keep
each and every Item, to which CSI retains title frec and clear of ail claims, hens and encumbrances
except those of CSI, and any act of the CITY, voluntary or involuntary, purpurtmg to create a clann,
lien or aneambranca on such an item shall be void
Within thirty 00) days from the date of the CITY'S discontinuance of the use of any portion of the
Laoensed Sot~vare licensed hereunder, the CITY shall finnish CSI with written notice camF~n$ that
through its beat efforts and to the be~t of its knowledge, all machme-rcedable code, user
decumentauun or other related materials provided to the City v~th such Licensed Soft, yarc, moludm8
any copies thereot~ whether in whole or m part, have been returned or destroyed as follows
All dceumenta relatmg to suoh thseontmued portion of Licensed Sot~vare shall be returned to CSI,
and the originals and all copies of any machine-readable metenals containing all or any portion of the
diseontmued Licensed Sot~rware shall be destroyed or plunged so as to totally remove from such
maehme-rcadable materials ali coc~ relating to the discontinued portion of the Licensed
Sot~a~re
Materials developed by CSI for the Moniolpel Court
The CITY agrees that ali training end procedural materials developed by CSI m conduction wtth the
Licensed Soflavare shall be property of CSl The City further agrees that additions end supplements to
the Licensed Software which may be developed for the Municipal Court through the rennborsed
efforts of CSl employees or agents shall be the exclusive property of CSl
F Proprietary rights
CSI retains for itself, and the CITY acknowledges that CSI so retains, all propr~ctary r~hts m and to
all designs, engmecrmg details, end other software pertammg to all the System, end eny all such
systems The Llcensa SoRware and the confignrat~on of the Equipment shall be deemed to be the
trade secrets of C$I The CITY so retains, all propr~ctary r~ghts to data files, or supplies crested by
the CITY m the course of unplemeltting and operating the system
O Protection of proprietary mformat~on
The CITY recogmzes end agrees that all Licensed Soihmn.e and updates of Liceused Software which
are provided to the CITY
I Are considered by C$I to be trade secrets of CSl
2 Are furnished by CSI to the CITY m confidence, and
3 Contain proprietary and confidential mformauon
CSI's placement of a copyr~'~t notice on eny portion of any Licensed Software o~ eny update to such
Licensed Software wtll not be construed to mean that such portion has been published end will not
dcro~ate fi.om eny claim that such portion is a trade sscr~ ce contains propr~ctary end confidential
reformation of CSl
The CITY agrees to hold all such Licensed Sothvare and updates and enhancements to the Licensed
Soft'ware m confidence at least to the ex'tent that it protects its own similar confidential mfurmatlon and to
take all reasonable precautions to safeguard the confidentlahty of such reformation No portion of any
update or enhancement to tho Licensed Software may be d~sclosed, furnished, trensferred or otherwise
made available by the CITY to eny person except to those oflts own employees or conm~ctors who need
to use such reformation m accordance with this Software Llceflsc. The CITY agrees to take appropriate
action by' mstructlco, agreement, end otherwise vnth its employees or conWactors to m~rm them of the
trade secret, propnctary, and confidential nature of the Licensed Software end the updates end
enhancements disclosed to the CITY under this Agreement, and to obtain then' compilence vnth the
terms hereof The obligation ofthls paragraph w~ll survive the termination of this Agreement Provided,
however, that any dlsclosuro of any Act shall not constltute a breach of any of these prowslons The
CITY shall not be obligated by any means to prowde a defense to any court order or eny Texas Attorney
(]eneral Opimon ur Letter Opimon reqim~ng the release of reformation under the Texas Open Records
Act on bchalfofCSl
13. SYSTEM MODI~CATION
The CITY has the r~ght to make custom program changes, which do not affeot the original source
programs prowdad by CSI
14. MAINTENANCE
CSI and the CITY may enm' mm ~n agr~nent for mamtanance of the System Fees for the tim
year's mamtenence are tdant~d m Attachment F A separate Mamtanance Agreement vnll be
15. CITY RESPONSIBILITIES
The CITY will provide adequot~ end timely support or mformaUon vnth regard to its administrative,
operational, and menagement pro~dures, and eny ~lat. necessary to effectively complete installation
or implementation of the System Once the installation has been completed, the CITY roll menage
and operate the System
16. INSURANCE
A CSI, shall at CSI's own expanse, purchase, mamtem and keep m force during the term of this
Contract such insurance as set forth below All insurance pohcnes prowded under this Contract shall
bo written on en occurrence basis The insurance reqmrements shall remain m effect throughout the
term of this Contract
I Worker's Compensation as reqmred by law, Employers Laabdgy Insurance of not less than
$100,000 00 for each accident, $100,000 00 ~hsanse-eanh employee, $500,000 00 disease-policy lanit
2 Commer~al General Liability Insurance - $1,000,000 Lumt
B Concerning msurence to be furnished by CSI, it is a condition precedent to acceptability thereof that
insurance coverage is maintained with an msurenco company licensed to do business m the State of
Texas by the State Insurance Commission or any successor agency that has a rating with A M Best
Rate Carriers of at least "A-" or above
C CSI agrees to the following
I CSI hereby waives subrogation rights for loss or damage to the extant same are covered by
insurance Insurers shall have no right of recovery or subrogation against CITY OF DENTON, it
being the intention that the insurance poh¢las shall protect all parties to the Contract end be prunary
coverage for all losses covered by the policies
2 Compenlas issuing the insurance pohc~as and CSI shall have no recourse against CITY OF
DENTON for payment ofeny premiums or assessments for any deductthle, as all such premiums and
deductibles are the sole responsibility and risk of CSI
3 Approval, &~approval or failure to act by CITY OF DENTON regarding any insurance supphed
by CSI (or any subcontractors) shall not r~heve CSl of full responsl&hty or liability for damages end
aemdants as set forth an the Contract documents Neither shall the insolvency or daniel of habthty by
the msorenco company exonerate CSl from habfltty
D Any of the Insurance policies required under this section may be wrman m combination with any of
the others, where legally permitted, but none of the specified lumts may be lowered thereby
17 trOREIGN COMPONENT IN'rt.~RFACE
The CITY is hereby authorized to purchase end utthze peripheral eqmpment supphed by Third-party
vendors
18 NOTICES
All notices given hereunder w~ll be sent reg~tered, certified or overmght dehvery, addressed to the
other party at the address shown m the first paragraph of th~s Agreement or such other address as
e~ther party may specified m writing
19 SEVERABILITY
If any prowslon of th~s Agreement shall be held to be invalid, dlegei, or unenforceable, the
legehty and enforceabdtty of the remaining provisions shall not m any way be affected or ~mpa~red
20 IN WITNESS WHEREOF, the part~es have caused th~s Agreement, which shell insure to the benefit
of end be binding upon the successors of the respective pert~es, to be s~gned end entered as of the date
first mentmned above
COURT SPECIALISTS,/NC CITY ·
S~Sunmre / ! t Sl~nR~re ~/ '
Print Name and Title / U 'C'~ecretery -
As TO ^S
AND LEGALITY
Date
ATTACHMENT A
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Schedule of Activities
Date to Fi~q~sh Party Resoonsthle Tasks
Joint Finalize Contract
CITY Prepare purchase orders
$olnt Specifications for Conversmn
Specifications for Modifications
Set Installatmn Schedule
CSI Receives third party soRware
CSI Installation of all soRware
CSI Load conversion data
Joint Training
CITY Verify conversion data
Joint Live operation
CITY Acceptance of System
*NOTE Court Administrator, Information Services Manager, and CSI staffwfll confirm a Schedule of
Actlwties vnthm 30 days of contract execution This Schedule of Activities will be met by CSI if
the contract Is executed according to the above schedule and the CITY meets its obligations
ATTACHMENT B
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Software Price L~st
RDId~ Sol. are $ 4,000 00
~GL Campiler Runtime ( GUI ) $ 4,800 00
Cr/s~ Repels 5 User LAN Pet~ $ 3,9G0 00
FeceWVln ( 25 users ) $ 3,625 00
ATTACHMENT C
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC AND CITY OF DENTON
Services
Product Tr~nlng ( On-site ) $ 3,000 00
;~rocluct Trmnlng ( Frtefldswotxl ) $ 11,00000
=roduct Caflve~Jon $ 10,000 ~0
Pro~Ect Te~l Expefl~ $ 400000
So,ware Installation $ 300000
Inten'ace to Oan~al La.er $
Inte~ace to F~lce System $ 500000
~ Data fr~n the Ma)i,;,= ,~ $ 5,000 00
ATTACHMENT D
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Hardware and Hardware Servmes
'111'1II111
Point ~ S~ Prlntem $ 2.4oo oo
Indl~n~ Cmh Drm~m $ 2~0 00
In~tallation a~ Orawera & Pri[[t~ $ 1,600 O0
ATTACHMENT E
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Price Summary
ATTACHMENT ITEM PRICE
B 8oftwam $ 48,415 00
C SerVices $ 58,000 00
D Hardvmm & Hardware 8ewicez $ 6,60000
I ~nnual Malntenmce ( Court ) $ 6,40o0o
I Snnual Maintenance ( INFORMIX ) $ 640 00
?o~l $ ~18,0~ O0
ATTACHMENT F
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Payment Schedule and Contract Milestones
ITEM # VENDOR AND COST CATEGORY INSTALL COST DUE AT DUE AT TIME DUE AFTER
CONTRACT OF DELNERY FORMAL
EXECUTION ACCEPT
I Id~n C~nputer $0~0
3 RDM~ $8,8~0 O0 $8,8o0 O0
5~ ~ Integm~n/IntetfacM $10,0~0 ~01 $10,000 {~
6 Inst~llatlm Se~cM $47,500.0( $47,500 O~
8~ Infom~ Annual Id~nt. & Supp~ $84O ~ $840 0~
9' ~ND( 8en~ MMr(c & 6uppm $00C
ld ~JNIXO E Malnt,& SuRmxt $00(:
13 H~;dwam $5,100 O~ $5,10000
i $118,06800 $48,416 O0 $62,90000 ~/',040 O0
ATTACHMENT G
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Acceptance Tests
A_. Databas~ Load Performance Test
Following ~nstallatmn ofsot~u'e, the CITY databases w~ll be examined for vah&ty m convermon The
CITY vnll be responsible for conduotmn of flus test
B Ac~otanco Test
CSI and CITY will perform Acoeptanc~ Testing during the m~tml tra~nmg
ATTACHMENT H
TO
PURCHASE AGREEMENT BETWEEN
COURT SPECIALISTS, INC. AND CITY OF DENTON
Clarifications
A standard lISPS Geo-flle address l,,Me lookup and vahdat~on designed by CSI vnll be provided (At
the City's request) The CITY is reqmred to prowde slreet indexes m an ASCII format
2 Modlficat:ons not addressed m the State Catalogue Entry or this agreement vail reqmre re~ew and
n~otmtion
3 CSI will requn'e the CITY to furnish file layouts and assistance during the conversion
process CSI vail extract the data fi'om the C~ty's computer and load it into an Informix database
4 CSI will not support any eqmpment purchased through another vendor or currently owned by the
C~ty