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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