Loading...
2001-076 ORDINANCE NO 00/- 0 7) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU- THORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A SOFTWARE LICENSING AGREEMENT AND RELATED AGREEMENTS BETWEEN THE CITY OF DENTON, TEXAS AND SPINDLEMEDIA, INC, A QUALIFIED INFORMATION SYS- TEMS VENDOR ("QISV") OF THE STATE OF TEXAS FOR TAX SOFTWARE AND RE- LATED SERVICES, AUTHORIZING THE EXPENDITURE OF FUNDS, AND PROVIDING FOR AN EFFECTIVE DATE, WHEREAS, Spmdlemed~a, Inc is a Quahhed Information Systems Vendor ("QISV") of the State of Texas, and WHEREAS, the proposed contracted-for goods and services fall wahm the scope of said QISV status for the purposes of the Catalog Purchasing Method prescribed by Chapter 2157 of the Texas Government Code, and WHEREAS, upon the evaluation and recommendation of staff, the City Council has pre- vlously deterrmned that the contracted goods and services represent the best value obtamable for said goods and services, NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I The City Manager, or h~s designee, is hereby authorized to execute an agreement between the City of Denton and Spmdlemedla, Inc, for tax software and related ser- vices, substanttally in the form of the attached agreement This authorization includes authoriza- tion to s~gn related documents that are made a part of or are referenced m the attached agree- ment ~ The City Manager is authorized to make the expenditures as set forth m the attached agreement and exhibits made a part thereof SECTION 3 This ordinance shall become effective lmmedmtely upon ~ts passage and approval PASSED AND APPROVED this the day of ~~z~::3 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY Purchas ISV ORDINANCE Page 2 SOFTWARE LICENSING AGREEMENT THIS AGREEMENT ("Agreement") xs hereby entered ~nto between the C~ty of Denton, Texas, a Texas home rule mumcxpal corporatxon whose offices are located at 215 McK~nney, Denton, Texas m Denton County, Texas ("Licensee") and Splndlemed~a, Inc, a Texas corporation, whose offices are located at 210 6th St, Suite 1005, Fort Worth, Texas 76102 ("Licensor") on the following terms and cond~taons 1 Defimt~ons (a) "Licensor" "Owner" or "Spmdlemecha" means Spmdlemedm, Inc , a Texas corporaUon w~th a pnnclpal place of bus~ness at 210 6th St, State 1005, Fort Worth, Texas 76102 (b) "Licensee" or "City" or "C~ty of Denton" means the Cgy of Denton, Texas, U S A, a Texas home rule mumcipal corporation with gs pnnc~pal place of business at 215 E McK~nney, Denton, Texas 76266 (c) "Effective Date" is the last date of signature of a party as set forth below (d) "Software" means a set of instructions consisting of symbohc languages, processes and logm routines m machine executable form used m the operation of computer eqmpment apphed to the performance of specific tasks (d) "Licensed Software" means the Software, lncluchng any Updates or part(s) thereof, listed on any exhibit or attachment to this Agreement, and which is commonly called Tax Office2000 (e) "Use" means copying of all or any portion of the Licensed Software from storage umts or mecha into a computer or using any software ~n the course of computer operation (f) "In-house" means used only for adm~mstrauve purposes by the C~ty of Denton, Texas, which purposes shall include use ~n any mty-owned, leased, or other specifically designated city facilities of the C~ty of Denton, Texas (g) "Trade Secret" or "Confidential Information" means any business, techmcal or other reformation disclosed by a party which, at the t~me of ahsclosure, (a) derives independent econonuc value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtmn economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain secrecy (h) "DP Professional" shall mean any individual or business which supphes others w~th computer equipment, software or professional adwce regarding such Computer manufacturers, dealers, distributors, retml stores, original eqmpment manufacturers ("OEMs"), independent sales orgamzauons CISOs"), system integrators, software C ~Documents and Setttngs~steveWly DccumentsXDenton Contracts\Spmdlemed~a License Agrrant 4 doc houses, and data processing consultants are examples of DP Professionals 0) "Documentauon" means all pnnted or electromc documentation which Licensor customarily provides or makes available with the Lacensed Software The parties agree that "Documentataon" ancludes all Updates of such documentation and further specahcally includes four (4) user's manuals, which detml the features and functionaht~es of the licensed software The partaes further agree that "Documentation" includes any and all written communications from Licensor to Lmensee regarding the charactenstms of the L~censed Software that may be integrated into this Agreement as exhlbats or attachments (j) "Update" means (a) any pubhshed revlsaon or correctmn to the Documentation, and (b) any correction, enhancement, replacement, evoluuon or new release (including beta versions) of the Lacensed Software, except for those reasonably designated as new products for whmh Licensor charges separately (k) "Software Servaces" or "Software Mmntenance Services" means the services which Lacensor provides to Licensee pursuant to the terms and conditions set forth in that certtun Software Mmntenance Agreement of even date, entered anto between the partaes a copy of which as attached hereto as Exhlbat "A" and ~ncorporated here~n by reference (the "Software Mmntenance Agreement") (1) "Warranty Period" means the twelve (12) month period beginning on the date that the Licensed Software is first used operataonally by the Licensee 2 ~ Licensor hereby grants to Lacensee dunng the term of this Agreement a non-exclusave hcense (the "License") to use the Tax Office2000 software (the "Licensed Software") solely for Licensee's m-house use upon payment of the license fee set forth in this agreement Payment of the license fee ~s solely for the right to use the L~censed Software pursuant to the terms and condatlons of this Agreement and does not constitute the purchase of the Lacensed Software or of any right or title therein 3 Ltnutatlons Use of the Lacensed Software as restricted to Licensee Licensee shall not copy the Lmensed Software onto any other computer hardware of Lmensee wathout Lacensor's consent, nor shall Lmensee permit a third party to copy the Licensed Software Llcensee shall not have the right to further sub-license the Licensed Software or any part thereof Licensee shall not assagn or otherwise transfer, or cause to be transferred, the Lacensed Software or any part thereof, by operation of law or otherwise, d~rectly or mchrectly, ancludmg but not hrmted to, through any joint venture or in combinataon with any other person or entaty Licensee shall not modify or cause to be modified by any thard party the Lmensed Software or any part thereof 4 Proprietary Rights (a) ~ L~censee acknowledges and agrees that the L~censed Software, mcludang the original and all copies thereof, in whole or in part, including all copyright, patent, trade secret and all other intellectual and proprietary rights therein, are and remmn C XDocuments and SettmgsXsteveWly Documents~Denton ConU-actsXSpmdlemed~a L~cense Agrnmt 4 dec the sole and exclusive property of the L~censor Licensee shall take all necessary and reasonable steps to keep the Licensed Software under adequate security to insure that no unauthorized copies or uses are made thereof and to protect the confidentiality of the Licensed Software Dcensee agrees to notify Dcensor immediately of the existence of any circumstances surrounchng any unauthorized knowledge, possession or use of the L~censed Software or any part thereof by any person or entity L~censee understands and agrees that all aspects of the L~censed Software are the trade secrets of Licensor, including but not hm~ted to the following systems design, modular program structure, system logic flow, file content, wdeo and report formats, coding techniques and routines, file handhng, and report and/or forms generation Notwithstanding the above, it ~s expressly agreed and understood that L~censee mmntams the right to extract and convert its data, or to h~re third parties to do so on its behalf, to interface with other apphcatlons and to generate reports, and the part,es contract and agree that such activities shall not, by themselves, constitute an actionable tort or breach of contract w~th respect to Lacensor's clmmed trade secrets (b) License to Custom Work Product Licensor shall own all r~ght, title and interest m and to all ~mprovements, enhancements and all custonuzed work product independently created by Lacensor, ~ndependently or on behalf of Dcensee pursuant to th~s Agreement (hereinafter the "Custom Work Product") Dcensee ~s granted a ptud-up, perpetual, non- exclusive hcense to use the Custom Work Product ~n object code form (c) Source Code L~censor will provide l. acensee the latest version of the apphcat~on source code to be stored m a designated safety deposit box Dcensee shall have full access and rights to the source code m the event that Dcensor should materially default in ~ts obhgatlons to L~censee, or terrmnate this Agreement other than as penmtted m accordance w~th the language here~n, excluding a good loath chspute regarding an uncured and mater~al breach or default of th~s Agreement by L~censee The Source Code shall be used for continued use and mmntenance of the software only All intellectual and proprietary rights shall continue to remmn m Dcensor subsequent to the release of the source code or tertmnatlon of th~s Agreement 5 Fees and Payments (a) Llcense Fee In consideration for the License granted hereunder, Licensee agrees to pay to L~censor the hcense fee m the amount of $117,708 00 (the "License Fee") which is due and payable as provided m Subsection 4(c) below The L~cense Fee includes the purchase of those items listed on the quote attached hereto as Exhibit "B" which ~s incorporated hereto by reference (b) Taxes The L~cense Fee is exclusive of and the L~censee is responsible as may be reqmred by law for all taxes on the sale, license, or use of the L~cense The L~censee will prowde proof that It is exempt from sales and use taxes (c) payment Lacensee shall pay L~censor the License Fee as follows ~3- C \Documents and Setun§s~steve'~vly DecumentsXDenton Contracts\Spmdlemedla [acense Agrmnt 4 dec $29,427 00, being 25% of the License Fee, due upon dehvery of the software to Licensee for ~nstallation (terms net 30 days) $29,427 00, being 25% of the License Fee, due upon completion of software installation (terms net 30 days) $29,427 00, being 25% of the License Fee, due upon completion of conversion data (terms net 30 days) $29,427 00, being 25% of the License Fee, due upon Acceptance (terms net 30 days) 6 Term and Tenmnation (a) The term of th~s Agreement and the duration of the License granted hereunder shall be perpetual, subJeCt to the payment of the Licensee set forth m Section 4 hereof and subject to terrmnatxon as prowded below (b) In the event of a material breach or default by the Licensee or Licensor in the performance of th~s Agreement, the aggrieved party shall gxve written notxce to the other party specifying the nature and extent of the breach The party ~n breach or default shall have thxrty (30) days thereafter to cure any such curable breach or default If such breach or default ~s not cured w~thm said thirty (30) day period, the tenmnat~on of th~s Agreement shall become effective on the forty frith (45) day following said written notice, at the option of the non-defaulting party (c) The parties specifically agree that Licensor w~ll be deemed to be ~n breach of xts obhgat~ons to Licensee, and Licensee may terrmnate th~s Agreement by written notice to Licensor, d (1) Licensor is unable, at any time dunng the Warranty Period specified xn tbas Agreement, to correct any material malfunction, defect or nonconformity m the Licensed Software which prevents the Licensed Software from functioning ~n accordance w~th the Functional Reqmrements and th~s Agreement, w~thln thirty (30) days after Licensee's notiflcatxon to Licensor specifying m reasonable detail m what respects the Licensed Software fails to conform, or (l~) Licensor becomes insolvent, makes a general assignment for the benefit of credxtors, f~les a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for 1ts bus~ness or assets, becomes subject to any proceeding under any bankruptcy or xnsolvency law, whether domestac or foreign, or has wound up or llqu~dated 1ts business voluntarily or otherwise, and Licensee has compelling reasons to beheve that such events w~ll cause Licensor to fail to meet ~ts warranty or mmntenance obhgat~ons m the foreseeable future -4- C ',Documents and Settlngs\stev¢'uMy Documents~Denton Contracts\Spmdlemed~a L~cens¢ Agrnmt 4 doc (d) If the Agreement is temunated dunng the Warranty Period by Licensee due to a default by L~censor, then ~n adcht~on to any other remedies at law or m eqmty avmlable to Lmensee, Lacensee may elect 0) for L~censor to tatum payments ~t received for the L~censed Software within fourteen (14) days of termination ~n which case Licensee agrees to tatum the L~censed Software to Licensor, or (n) to obtmn the release of the Escrow Items ~n which case L~censee agrees not to receive a return of payments Lmensor has received and L~censee agrees to make payment ~n full for the Price If the Agreement ~s terminated dunng the Warranty Period by L~censee due to a default by L~censor under prowsmn 6(c)0v) of th~s Agreement 0 e, L~censor's default due to insolvency), then, ~n addition to any other remeches at law or m eqmty avmlable to Lacensee, Licensee may elect for Licensor to return payments ~t received for the L~censed Software and Software Serwces or to obtmn the release of the source code as prowded ~n Subsectmn 4(c), or both (e) In the event of a tenmnat~on of th~s Agreement, each party shall forthwith return to the other party all papers, materials, and other propemes of the other party then in ~ts possession (f) The prows~ons contained m Sectmns 1 (Defimtions), 6(b)-(e) (Tenmnat~on), 7 (Confidential Information) and 11 (Independent Contractor Relationship) of th~s Agreement shall spec~hcally survive termination 7 Confidentml Information (a) Acknowledgment of Confidentmhty Each party hereby acknowledges that ~t may be exposed to confidentaal and proprietary ~nformat~on of the other party lncluchng, without hrmtation, technical information (including functional and techmcal spec~ficataons, designs, drawings, analys~s, research, processes, computer programs, methods, ~deas, "know how" and the hke), business information (sales and marketing research, materials, plans, accounting and hnancml ~nformat~on, personnel records and the hke) and other ~nformatlon designated as confidentml expressly or by the circumstances ~n which a ~s prowded ("Conhdent~al Information") Confidential Informatmn does not include 0) mformat~on already known or independently developed by the recipient, (n) ~nformat~on in the public dommn prior to ~ts chsclosum or becomes pubhcly avmlable other than through a breach of this Agreement, (m) is d~sclosed when such d~sclosure is compelled pursuant to legal, jud~cml, or adm~mstrat~ve proceedings, or otherwise reqmred by law, subject to the use of reasonable efforts by a party to not~fy the other party to allow it to seek protective or other court orders, or 0v) mformauon recmved by the remp~ent from a third party who, at the time of d~sclosure, was under no legal duty not to d~sclose such m formation (b) Covenant Not to D~sclose SubJect to the reqmrements of the Texas Pubhc Information Act, any Conhdentlal Information mce~ved by a party shall be retmned in confidence and shall be used, disclosed, and cop~ed solely for the purpose of, and m accordance w~th th~s Agreement W~th respect to each party's Confidential Information, the recipient of such C ~Documenta and SettmgsksteveWly Documents~Dcnton Contmcts~Spmdlemed~a L~¢ense Agrmnt 4 doc ~nformatton hereby agrees that dunng the term of th~s Agreement and at all ttmes thereafter tt shall take reasonable steps to keep the other's Conhdenttal Informatton under adequate security to ensure agmnst unanthonzed access, coptes, or use thereof, and each party agrees to noufy the other party tmmedtately of the extstence of ctrcumstances surrounchng any unauthorized knowledge, possesston, or use of the other's Confidenttal Informatton known to that party Netther party nor any rectp~ent may alter or remove from any software or assocmted documentatton owned or prowded by the other party any proprietary, copyright, trademark or trade secret legend Each party shall use at least the same degree of care m safeguarding the other party's Confldenttal Informatton as tt uses tn safeguarchng tts own Confidential Informatton (c) Exceptton Notwtthstandmg any other prowston of thts Agreement, tt ts expressly agreed and understood that Ltcensee may write, or allow third party programmers, DP Professtonals or software vendors to write, apphcatton software mterfaces (APIs), routines or code for Ltcensee's use, to allow Ltcensee to share data between the Lmensed Software and any other software apphcatton, and ~t ts expressly agreed and understood by the part~es that such action, by ttself, shall not consutute a breach of any duty of confldenuallty or non-dmsclosure 8 InstallaUon and Acceptance (a) Installation Deadline Lacensor shall complete all servmes provtded for ~n thru Agreement no later than July 1, 2001 (b) Acceptance Procedure Following dehvery, "hve" ~nstallat~on /conflguratton, and tender by Licensor of the Lacensed Software as meetmg the acceptance criteria, Lmensee shall have the period specthed m Exhibit "C" which ts attached hereto and ~ncorporated here~n by reference, to conduct the tests described tn Exhtbtt "C" (Ltcensed Software Acceptance Plan) to deterrmne whether the Ltcensed Software conforms to the Apphcable Documentation and Functtonal Reqmrements Wtth~n the ttme frames spectfied ~n Exhtbtt "C", Ltcensee shall (0 nottfy Lacensor that it has accepted the Ltcensed Software, (n) notify Ltcensor that it has rejected the Ltcensed Software and Ltcensor shall refund the fees prod by Licensee relating to such L~censed Software, or (re)request Lmensor to rectify all defictenmes in the Ltcensed Software, m whtch case Lacensor shall use reasonable efforts to rectify the defic~enctes tn a ttmely manner, and, unttl such ttme as Licensee has accepted the Ltcensed Software, Ltcensee shall be entitled to (1) reject the Lacensed Software, ~n whtch case Ltcensee shall return such Lmensed Software and Licensor shall refund the fees pard by Ltcensee, or (2) notify Lmensor that tt accepts the Lacensed Software wtth defictenc~es provtded that tn no event shall acceptance of the Ltcensed Software wtth defictencres by Lmensee constitute a watver of tts right to have any non-conformtty of the Ltcensed Software w~th respect to the Documentatton or Functtonal Reqmrements corrected tn C ~Documents and SettmSs~stevehMy DocumentsXDenton Contracts\Spmdlemed~a L~cense Agrnmt 4 doc accordance with the terms of any warranty or Software Mmntenance Agreement between the parties 9 Wm'rantles and Indemnifications (a) ~ l. acensor represents and warrants that dunng the Warranty Period and so long as this Lacense remains in effect, the L~censed Software will perform in accordance with the Documentation and this Agreement and will perform each of the functional requirements specified in Exhibit "D" attached hereto and incorporated by reference (the "Functional Reqmrements") Dcensor further warrants that the Licensed Software contains no computer viruses, or other code or instructions, that modify, damage, chsable or compronuse the security of Licensee's computer systems or networks (b) Licensor represents and warrants that it has the authority to enter into this Agreement and has obtained all rights and waivers necessary to grant the rights granted hereunder Dcensor represents and warrants that the exercise of the rights granted in this Agreement does not mfnnge any third-party patent, copyright, trademark, trade secret, or other intellectual property right (c) Licensor shall, defend and indemnify Dcensee against any and all claims brought against L~censee, and shall hold Licensee harmless from all corresponchng damages, hablht~es, settlements, costs and expenses (including attorney's fees for independent counsel of Dcensee's choosing), arising out of any claim that the exercise of any of the rights granted in this Agreement infringes any third-party patent, copyright, trademark, trade secret or other intellectual property right L~censee shall give Licensor prompt notice of, and authority to defend or settle, any such claim and shall give, at Licensor's expense, reasonable reformation and assistance (d) When notified of an action or motion that seeks to restrict the exercise of any of the rights granted herein, Lacensor may, (and in the case of a judgment, order or injunction that restricts the exercise of any of the rights granted herein, shall), at its option and expense, 0) obtain the right for Licensee to exercise its rights in accordance with this Agreement, (n) substitute other non-infringing software with equivalent functional capablht~es, or, (ltl) modify the Licensed Software, while retaining equivalent functional capabilities, so that it no longer mfnnges (e) Licensor shall have no hablhty to Dcensee under this Section in the event lnfnngement of any third-party patent, copyright, trademark, trade secret or other intellectual property right arises solely from (0 components of a Licensee product or system not derived from Dcensed Software, (il) compliance with Licensee's specific designs, specifications or written instructions, other than those specified in Functional Requirements, (ill) modification by Dcensee of Licensed Software, or (iv) the combination of Licensed Software with eqmpment or software not authorized or provided by Licensor or otherwise approved by Licensor other than Licensed Software designed by Licensor to work with certain commercial hardware or other commercially available software -7- C ~Documents and Se~ngs~stevehMy DocumentsLDenton Contracts\Spmdlemed~ a Dcense Agnnnt 4 doc (f) Licensor agrees to indemnify, defend and hold Licensee, its officers, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, damages, judgments or expenses, mcluchng, but not hmlted to, reasonable attorney's fees and htlgatlon costs for personal injuries (including, but not hrmted to, death) or property damage which arise out of the negligent or tortuous act or omission of Licensor including, but not limited to, the negligent deagn, manufacture, mstallauon, or servicing of any part of the Dcensed Software Litigation costs include, but are not llnuted to the hiring of ~ndependent counsel of Dcensor's choice (g) Except for the mdemmflcatlon prowslons of this Section, claims arising from either party's breach of its confldent~ahty obligations, and claims for bodily injury or tangible property damage caused by the fault of either party, L~censor's and Licensee's habthty for damages under this Agreement, whether arising m contract, tort, or otherwise, even if the breaching party has been advised of the possibility of such damages, shall not exceed the amount prod by Iacensee to L~censor herein 1N NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (h) Licensor further represents and warrants that the Licensed Software shall process dates prior to and after January 1, 2000, with no adverse impact on the functionality of the Dcensed Software or the accuracy of any reports This date processing shall include, without hrmtation, mtemal date formats that have century recognition, calculations that accommodate same-century and multi-century formulas and date values, date interface values that reflect the century and calculataons that accommodate the occurrence of leap years Date calculattons will work correctly All date related calculations will recognize that dates contalmng years equal to or greater than 2000 are later than dates in the 1900s L~censor does not represent that the L~censed Software will be compatible with non- Licensor defined formats or interfaces or that other third party software will contain sinltlar year 2000 capabflmes, other than that software and hardware that is specified in ttus Agreement 0) Warrant Dlsclmmer EXCEPT AS STATED IN THIS SECTION (Warranties and Indemmflcat~ons), LICENSOR DISCLAIMS WITH RESPECT TO ALL SERVICES, CUSTOM WORK PRODUCT, FIXES, ENHANCEMENTS OR OTHER DELIVERABLES HEREUNDER, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE 10 Ii~surance Licensor shall, for the duration of its obligations under th~s Agreement, Software Maintenance Agreement and any other software mmntenance agreement between the parties, mmnta~n the mammum insurance requirements specified in Exhibit "E" attached hereto and incorporated herein by reference, and shall furnish L~censee w~th ~ts certificates of insurance and copies of appropriate endorsements prior to commencement C 'd)ocuments and Settangs~stevehMy Documents\Denton Contract s\Spmdlemedla License Agnnnt 4 doc or contlnuauon of any work or obhgatlons under this Agreement or software maintenance agreements Lmensor shall cause the pohc~es to name L~censee and ~ts employees as adcht~onal msureds w~th respect to operations to which this Agreement ~s apphcable These pohc~es shall expressly prowde primary coverage to all msureds, and shall contain a cross- habfl~ty or a severabfl~ty of ~nterests clause that prowdes that the insurance apphes separately to each insured and that the pohcy covers clmms or suits by one insured against the other Lmensor shall also cause the pohcres to contmn an endorsement requmng that the issuer of such pohcy g~ve notme via certified mml to L~censee thirty (30) days prior to cancellation or nonrenewal of the coverage or upon any material change m coverage Lacensor shall produce cop~es of all endorsements and cemficates of insurance reqmred under th~s section to Lacensee w~thm ten (10) days of not~fiCatlon by L~censee of award of Agreement and prior to the commencement of any work or obhgaUon under the Agreement 11 Independent Contractor RelaUonshm (a) L~censor shall act ~n the capacity of an independent contractor wah respect to L~censee L~¢ensor shall not act as, nor represent ~tself as being, an agent of L~censee, and shall not act as, nor represent ~tself as being authorized to comma L~censee to any obhgaUon (b) As an independent contractor, Lacensor shall take d~rect~on from Lmensee related to the results to be achieved by Licensor dunng the term of th~s Agreement All such darect~on shall be consistent w~th the scope of services to be prowded under th~s Agreement (c) As an ~ndependent contractor, neither ~censor nor ~ts employees, agents, or contractors shall have the status of employees of Iacensee or ~ts subs~(hanes Neither L~censor nor ~ts employees shall be ehg~ble to participate ~n any employee benefit, group ~nsurance, or executive compensation plans or bonus programs offered to employees of L~censee L~censee shall not provide soctal security, unemployment compensation insurance, worker's compensation insurance, (hsabfl~ty insurance, or s~mflar coverage, nor any other statutory benefits of employment to L~censor 12 General Prows~ons (a) NQt~ces Legal notices sent to e~ther party shall be effective when dehvered in person or transmitted by telecop~er machme, one (1) day after being sent by overnight courier, or two (2) days after being sent by first class mall postage prepmd to the address set forth above, or at such other address as the parties may from t~me to t~me g~ve notice This Agreement may be executed ~n one or more counterparts, each of whach when taken together shall consutute an original document (b) Disputes, Choice of Law Th~s Agreement will be governed by the laws of the State of C \Documents and Settmgs~steveWly Doeuments~Denton ContractskSpmdlemed~a l~cense Agrnmt 4 doc Texas Exclusive venue shall be in the courts of Denton County, Texas If either party is required to engage in any proceechngs, legal or otherwise to enforce its rights under th~s Agreement, the prevmhng party shall be entitled to recover from the other, m adchtlon to any other sums due, the reasonable attorneys fees, costs and necessary disbursements involved in smd proceedings (c) Security, No Conflicts Each party agrees to inform the other of any information made avmlable to the other that is classified or restricted data, agrees to comply with the security requirements imposed by any state or local government, or by the United States Government, and shall return all such materml upon request Each party warrants that 1ts partaclpatlon in this Agreement does not create any conflict of interest prohibited by the United States government or any other domestic or foreign government and shall promptly notify the other party if any such conflict arises dunng the term hereof (d) Legal Authority Each party hereto represents and warrants that it has full legal power and authority to execute this Agreement and to perform the duties and obhgatlons of such party contmned herein The individual executing this Agreement on behalf of Licensee has received all requisite authority to execute this Agreement on behalf of Licensee (e) Approval by Licensee shall not constitute, nor be deemed a release of the responsibility and hablhty of Licensor, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumption of such responsibility by Licensee for any defect in the design or other work prepared by Lacensor, its employees, subcontractors, agents, and consultants (f) If any term(s), provisions(s), or conchtion(s) of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remmnder of the provisions shall remmn in full force and effect and in no way be affected, lmpmred or mvahdated (g) This Agreement, the Software Mmntenance Agreement between the parties to be executed contemporaneous herewith, and the accompanying Exhibits to such agreements constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other communications, whether written or oral This Agreement may be modified or amended only by a writing signed by the party agmnst whom enforcement is sought Except as specifically pernutted herein, neither this Agreement nor any rights or obllgat~ons hereunder may be transferred or assigned without the other party's prior written consent and any attempt to the contrary shall be void Neither party shall be liable for delays caused by events beyond 1ts reasonable control Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date indicated by their signatures below - lO- c ',Documents and Settlngs~steve'aMy Documents,Denton Contracts~Spmdlemedm License Agmmt 4 doc LICENSEE LICENSOR CITY OF DENT, ON ~DLEMEDIA INC ~vt[lcha;l'~q/ez //~ ~ Steven D Johnson City Manager v President Date ~)~] Date ll- C ~Documents and SettmgsXsteve~Vly Doeuments~Denton Contracts\Splndlemedla Lmense Agrmnt 4 doc LIST OF EXHIBITS FOR SOFTWARE LICENSE AGREEMENT BETWEEN SPINDLEMEDIA AND CITY OF DENTON EXHIBIT "A" -- SOFFWARE MAINTENANCE AGREEMENT EXHIBIT "B" - QUOTE EXHIBIT "C" - LICENSED SOFTWARE ACCEPTANCE PLAN EXHIBIT "D" - FUNCTIONAL REQUIREMENTS EXHIBIT "E" - CITY OF DENTON INSURANCE REQUIREMENTS C ~DOCUME~ i~teveXLOCALS~ I\Temp\LIST OF EXHIBITS Splndlemed~a doc EXHIBIT "A" SOFTWARE MAINTENANCE AGREEMENT THIS AGREEMENT ("Agreement") is hereby entered into between the City of Denton, Texas, a Texas home rule municipal corporation whose offices are located at 215 McK~nney, Denton, Texas in Denton County, Texas ("Customer") and Splndlemedla, Inc, a Texas corporation, whose offices are located at 307 W 7th St, Suite 902-C, Fort Worth, Texas ("Contractor") on the followlng terms and conditions 1 Software Mmntenance Services (a) Scone of Coverage Dunng the term of th~s Agreement (the "Term"), Contractor agrees to provide Customer w~th software support services for the Tax Office2000 software (the "Dcensed Software") hcensed by Contractor to Customer pursuant to the Software Dcensmg Agreement between the part,es Contractor shall provide Customer with copies of bug fixes and interim releases of the L~censed Software which it generally distributes as mmntenance releases In adchtlon, Contractor shall make a good faith effort dunng the Term to develop functional enhancements to the L~censed Software at its prevmhng rates or as otherwise agreed in writing For these purposes, a "functional enhancement" is a change to the Dcensed Software that Contractor believes materially exceeds or Is chfferent from the current version but is not necessary to comply w~th the ad valorem tax laws of the State of Texas ("Tax Laws") Th~s may, if feasible, include workarounds or accommodations required to make the Licensed Software operate w~th other technology that does not comply with Year 2000 Standards Unless clearly erroneous, Contractor's characterization of requested service as a "functional enhancement" (rather than a maintenance release) shall be d~sposltlve As a preconcht~on to Contractor's respons~bllmes, the Customer shall ensure that (0 the Iacensed Software, any associated third party software and all equipment is installed and operated according to applicable specifications, (ii) Customer has installed all updates to associated third party software and equipment recommended by Contractor and has maintained all envlronmemal conchtlons accorchng to apphcable speclflcat~ons and industry standards, (m) Customer has not introduced other eqmpment or software having an adverse Impact on the Dcensed Software, (iv) any specifications supplied to Contractor by Customer are accurate and complete and (v) Customer has made no changes to the L~censed Software after the effective date of this Agreement, nor perrmtted any changes to be made, other than by or with the express approval of Contractor or the applicable vendor (b) Annual Load Contractor shall load and balance the certified Appraisal District Tax Roll on an annual basis, no later than 45 days following Contractor's receipt thereof, provided that the magnetic medta is free of defects -1- (c) Telephone Support Telephone support of the Dcensed Software ~s avmlable for the customer's trmned personnel dunng the t~me period from 8 00 a m until 5 00 p m, Texas t~me, Monday through Friday, excludang nat~onally-recogmzed hohdays (d) Errors and Alarms For purposes of th~s Agreement, an "Error" ~n the Licensed Software ~s one that prevents the Lmensed Software from operating substantmlly ~n accordance with the Tax Laws or Year 2000 spec~ficataons and standards A "Major Alarm" shall mean any Error ~n the Iacensed Software that ~s causing an ~mmedmte and s~gmficant chsrupUon of an ~mportant business operataon of Customer and which could not reasonably be avoided through m~nor operational adjustments A "Minor Alarm" ~s any Error ~n the Dcensed Software other than a Major Alarm (e) Trouble Reports, Response T~mes Customer shall supply Contractor w~th verifiable and reproducible ewdence of Errors ~n accordance wah the Contractor's "Trouble Report" procedures Upon receipt of a Trouble Report, Contractor shall respond by telephone to acknowledge receipt of the Trouble Report within twenty-four (24) hours (1) Malor Alarms To the extent a Trouble Report ~dent~fies one or more Major Alarms, the Contractor shall, w~th the cooperation of Customer 0ncluchng ~nstallatlon of chalqn contact ma modem) immediately commence dmgnos~s of the Error Once the cause of the Error ~s known, Contractor shall prowde a temporary fix or workaround to the Error at the earhest opportunity, but ~n no event beyond forty-eight (48) hours Contractor shall thereafter provide a permanent correct~on as soon as practicable (2) Minor Alarms In the case of Manor Alarms, the Contractor shall, w~thm reasonable time after receiving a Trouble Report, 1nit, ate chagnosls and error correct~on efforts Minor Alarms shall be corrected by Contractor w~thm a reasonable t~me through telephone support or through the issuance of periodic updates From November 1 through June 30 such reasonable t~me shall not exceed 30 days (f) Services Excluded The following items are not ~ncluded under th~s Agreement, and will incur adcht~onal charges to the Customer at Contractor's hourly rate set forth on Exhibit "A" attached hereto, ~f requested by Customer (1) Mortgage company tape processing including all request tapes, bflhng tapes and payment tapes, (2) Conversion of dehnquent tax roll tapes and payment tapes for customer's attorney, (3) All support of untrained personnel, (4) Custom software correct~ons, changes or mod~hcat~ons, -2- (5) Programming for custom reports and document cmauon with utility software such as report writers, word processors and spreadsheets, (6) Programming, trmmng or support required as a result of third party changes such as government regulations (excluchng tax law changes), changes m forms, changes ~n hardware, or for operator errors which were not the fault of the software, and (7) Updates and installation of third party software and operating system software products supplied by vendors that charge a separate fee for their support and update servmes 2 Fees and Payment (a) Mmntenance Fee In consideration for the software mmntenance services prowded by Contractor to Customer pursuant to this Agreement, Customer agrees to pay to Contractor the Matntenance Fee m the amount of $18,395 whmh sum ~s included ~n the I. acensee Fee provl~led for ~n Subsectaon 5(a) of the Software Lmense Agreement The Contractor may not adjust the~Mmntenance Fee more frequently than annually, upon each renewal of the Term (b) Out-of-Pocket Costs & Taxes Except as otherwise set forth m ExMb~t "A," prices quoted do not include, and Customer shall reimburse Contractor for, Contractor's reasonable, documented out-of-pocket costs incurred by Contractor ~n the performance of ~ts duties hereunder, mcluahng, but not hrmted to travel costs, cab fare, lodging, auto rental, gas, postage, comer fees, long 6hstance telephone and other sirmlar out-of-pocket expenses not to exceed to the dmly allowable per d~em hnut of $30 00 Customer shall pay, ~ndemmfy and hold Contractor harmless from all sales, use, gross receipts, value-added, personal property or other tax or levy 0ncluchng interest and penalties) ~mposed on the services and dehverables provided hereunder, other than taxes based on the actual income of Contractor (c) Invmces & Payment Customer shall pay the Mmntenance Fee, and any applicable surcharge or out-of-pocket costs authorized under the terms of this Agreement, w~tMn thirty (30) days after date of invoice Customer may not withhold or "setoff" any amounts due hereunder Contractor reserves the right to stop work w~thout prejudice until all amounts due hereunder are paid ~n full Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one (1) percent per month or fraction thereof until prod 3 Term, Termination The term of this Agreement ("Term") shall commence thmy days after the Acceptance date and provided for m the Software Ltcense Agreement between the pames of even date (the "Software Lacense Agreement), and shall continue in full force and effect for a period of one (1) year, unless terrmnated earlier as provided here~n The Term shall be automaUcally renewed for successive like periods unless Customer not~fies Contractor at least thirty (30) days prior to the expiration of the Term (or renewal Term, as the case may be) that the Term shall not be renewed, in which case th~s Agreement shall terminate upon the exp~ration of the then current Term Th~s Agreement may be ternunated earlier on account of e~ther party's -3- default which remmns uncured upon comphance w~th the procedures set forth ~n Section 6 hereof 4 Warranties (a) lJ~m~ted Warranty on Serwces Dunng the Term, Contractor shall make all reasonable efforts to ensure that the Lacensed Software operates substantaally ~n accordance w~th the written speclficataons conttuned ~n the user manual prowded to Customer and the Functional Reqmrements set forth ~n Exhibit "E" of the Software L~cense Agreement Contractor does not warrant that Customer's use of the Lacensed Software w~ll be umnterrupted or error free Contractor represents and warrants that none of the Custom Work Product (as dehned in the L~cense Agreement) w~ll contmn any tamer, counter, lock or s~mllar dewce (other than security features specifically approved by Customer m such specifications) that ~nh~b~ts or in any way hm~ts ~ts abd~ty to operate (b) Certmn Customer Assurances The L~censed Software accurately records, stores recogmzes, interprets, processes and presents both twentaeth and twenty-first century dates (c) Warranty Dlsclmmer EXCEPT AS STATED IN THIS SECTION AND SECTION 9 OF THE SOFTWARE LICENSE AGREEMENT, CONTRACTOR DISCLAIMS WITH RESPECT TO p.l J J SERVICES, CUSTOM WORK PRODUCT, FIXES, ENHANCEMENTS OR OTHER DELIVERABLES HEREUNDER, AIJ~ EXPRESS AND IMPI .mD WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE 5 1 ~,m,taUon of Remedies & Laabfi~taes The partaes acknowledge that the following prows~ons have been negotaated by them and reflect a fmr allocation of risk (a) Remedies Customer's sole and exclusive remedies for Contractor's default hereunder shall be 0) to obtmn the repmr, replacement or correctaon of the defectave services or dehverables to the extent warranted under Sectaon 4 or, ff Contractor reasonably deterrmnes that such remedy ~s not econonucally or techmcally feasible, (n) to obtmn an eqmtable partaal or full refund of amounts prod w~th respect to the defectave serwces or dehverables (b) Lmbflltaes EXCEPT FOR THE INDEMNITY PROVISIONS OF THIS AGREEMENT AND SECTION 9 OF THE SOFTWARE LICENSE AGREEMENT, AND CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGE CAUSED BY THE FAULT OF CONTRACTOR, CONTRACTOR SHALL NOT BE LIABLE FOR ANY AMOUNT EXCEEDING THE TOTAL AMOUNT OF THE CONTRACT PRICE ACTUALLY PAID BY CUSTOMER DURING THE TERM IN NO EVENT SHALL CONTRACTOR BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, PROFIT OR BUSINESS INTERRUPTION EVEN 1F CONTRACTOR IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR PERtrAINING TO THE SUBJECT MATTER OF TillS AGREEMENT -4 6 Default Either party may be declared in default of this Agreement if It breaches any material provision hereof and fmls within thirty (30) days after receipt of notice of default to correct such default or to commence correcUve action reasonably acceptable to the other party and proceed with due dlhgence to completion Either party shall be in default hereof d it becomes insolvent, makes an assignment for the benefit of its crechtors, a receiver is appointed or a petition m bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days 7 ~hmce of Law This Agreement will be governed by the laws of the State of Texas Exclusive venue shall be in the courts of Denton County, Texas If either party is reqmred to engage ~n any proceedangs, legal or otherwise to enforce ~ts rights under this Agreement, the prevailing party shall be entttled to recover from the other, m adchtlon to any other sums due, the reasonable attorneys fees, costs and necessary disbursements involved in smd proceethngs 8 Insur~ Contractor shall, for the duration of ~ts obligations under th~s Agreement, mmntaln the insurance requirements as set forth in Section 10 and Exhibit "F" of the Software Dcense Agreement Contractor and Customer, to the extent perrmtted by apphcable law, shall mdemmfy and hold the other harmless from all hablhty for bodily injury, death, tangible property damage and related costs and expenses 0ncluchng attorneys' fees) resulting from the acts or onusslons of ~ts own officers, agents, employees or representatives Nothing herein shall be construed to wmve Customer's governmental ~mmumty defenses 9 1Vdscellaneous This document, the Software License Agreement and the accompanying schedules and exhibits constitute the entire agreement between the partaes w~th respect to the subject matter hereof and supersedes all other commumcauons, whether written or oral This Agreement may be modified or amended only by a wrlUng signed by the party against whom enforcement is sought Except as specifically permitted here~n, neither th~s Agreement nor any rights or obligations hereunder may be transferred or asmgned without the other party's prior written consent and any attempt to the contrary shall be void Neither party shall be liable for delays caused by events beyond Its reasonable control Wmver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the dates ~nchcated below CUSTOMER CONTRACTOR CITY OF DENTON SPINDLEIVlI~DIA INC By ~c~.a.el W/J~z 0t' Steven D Johnson City Manager President Date ~/~O/~[ Date 0'~/~ ~)/~)/ -5- Exhibit A In the event that add~ttonal servtces are needed Customer agrees to pay and understands that the hourly rate wdl be $ 90 OO per hour -6- Exhibit B Cost Summary 2/7/200l Denton TAX SERVER Denton IT PIII 733MHZ MHz w/256K RACK MOUNTED 512MB MEMORY 18 2 GB ULTRA3 RAID 10KREM HOT- PLUGGABLE DLT TAPE 20/40 1 44MB FLOPPY & CD ROM 10/100 FAST ETHERNET WIN 2000 SER, SQL SER 7, Denton IT CRYSTAL REPORTS 8~ COMPAQ SYSTEM RACK RACK MOUNT MONITOR Denton IT UPS POWER FOR 3 SERVERS RACK MOUNT KEYBOARD TAXOFFICE 2000 LEVEL1 $ 33,250 $ 8,600 TRAINING $ 7,500 INSTALLATION/CONFIGURE $1,500 DATA CONVERSION $1,500 WEB SERVER Denton IT PENTIUM III 733MHz DUAL PROCESSOR 256KCACHE 512 MB MEMORY 18 2OB PLUGGABLE RAID W/ULTRA 3 10K RPM 10/100 FAST ETHERNET 1 44 FLOPPY/CD ROM MS 2000 SERVER E-SOLUTION TAX WEB SYSTEM $ 18,995 $ 2,995 I-NET UTILITY SUITE $ 2,964 INSTALLATION/CONFIGURE $ 3,200 TRAINING $1,200 (CONTINUED) 2/7/2001 Denton IMAGE-SERVER Denton IT PENT1UM III 733MHz DUAL PROCESSOR 256K CACHE 512 MB MEMORY 18 2GB PLUGGABLE RAID ULTRA 3 1 OK I~OM 10/100 FAST ETHERNET 1 44 FLOPPY & CD ROM MS Server 2000 HP JUrE BOX 80EX 83GB $ Denton IT OPTICAL ARCHIVE MGR $ Denton IT IMAGEWORKS SQL EDrrloN $ 5,999 COMPAQ IMAGING WKSTATION $ Denton IT SCAN, VIEW & PRINT NCR 7731 WITH IMAGE, OCR, $ CONTROLLER STATION $ Denton IT IMAGEWORKS RPS INTERGRATION $ 34,200 $ 6,800 TRAINING $ 4,200 INSTALIJCONFIGURE $ 3,200 EXHIBIT "C" Licensed Software Acceptance Plan Standards of Performance and Acceptance Criteria The ~nstallat~on and acceptance of the Lacensed Software will be as described m Subparagraphs (a) through (e) of this section, whmh pertains to the ~nstallat~on of the Lmensed Software a Application Software Certification: Lmensor shall certify m writing to Dcensee when the apphcat~on software ~s installed and ready to use per the Software Lmense Agreement The Dcensed Software wall be considered ~nstalled and ready to use when Licensor demonstrates that the application software ~s operational on Lmensee's computer hardware (the "Installation Date") b Performance Criteria and Periodi The "Performance Period" shall conmtute a period of fifteen (15) worlang days The Performance Period shall commence on the first workday after the Installation Date at which time the Lmensee first uses the Lmensed Software operationally (the "First Use Date") If the Licensed Software provides the features and funcuonality as described in Functional Requirements as set forth in Exhibit "D" of this Agreement for the duration of the Performance Period, then the Lmensed Software shall be deemed to have met the Performance Criteria, and payment will be due m accordance with the payment schedule c Notice of Acceptance: If the Licensee fails to give notice of acceptance or non- acceptance to Licensor within ten (10) worlang days after completion of the Performance Period, the Licensed Software shall be deemed accepted by the Licensee, and payment will be due m accordance with the payment schedule d Non.Performance of Application Software If the Performance Criteria are not met dtmng the Performance Period, then, as outlined in the Agreement, Licensee may reject the Licensed Software Lmensee may also request Dcensor to rectify observed deficiencies in the Lacensed Software, ~n which case Lacensor shall mochfy or fix the Licensed Software to meet the features and functionality set out in the Functional Requirements within 90 calendar days of written notification of such deficiencies e Acceptance of Replacement Licensed Software: After delivery and upon completion of mstallataon, ~censor shall certify in writing to the Licensee that replacement Licensed Software has been installed, personnel trmned, and the Lacensed Software is ready to use This date shall thereafter constitute the Installation Date The Performance Period wdl commence agmn, as of the first workday date the L~censee is able to use the Licensed Software operationally Section "c" shall apply after completion of the performance period C ~DOCUME~Bsteve~LOCALS~l\TempXSoftware Acceptance Spmdlemed~a 2 doc EXHIBIT "D" FUNCTIONAL RQUIREMENTS All reqmrements contmned w~thm th~s document shall refer to the Tax System operated by the C~ty of Denton Tax Office The attached hsts of system functions shall perform properly, and rehably, as ~nstalled on the tax computers of the C~ty of Denton Tax Office Integration of mchv~dual elements shall be paramount All ~nterfaces shall be seamless, to the h~ghest extent possible System Security 1 Shall lmut access into all screens, as defined by user and password 2 Shall hm~t access, into payment screens, as defined by user and password 3 Shall allow designated adrmmstrators m various departments to determine access and security for their user group, wahm specific modules 4 Shall prowde aucht trails for changes to any and all fields, ~n all apphcat~ons Interfaces 1 Shall ~ntefface SQL Table Schema for 2 Shall be compatthle and interface wah the Denton Central Apprmsal D~stnct (The Software Group), to load yearly certffied rolls, monthly supplements, and address changes by tape or e-mml 3 Shall ~nterface and transfer ex~st~ng mainframe files to the new system 4 Shall load or update mortgage company data Browse Capabthues 1 Must search (browse) by account number, s~tus address, owner's last name, or legal descnpt~on 2 Remarks area must be displayed m property record and payment screens 3. Must browse payment h~story for at least five (5) years and to search h~story by account number, owner's last name, amount due, and check number 4, Must scroll forward and backwards 5. Must be able to open multtple w~ndows Bas~q Reqmrements 1 The property account field must be able to accept both alpha and numeric characters 2 Must be m comphance w~th all Texas state tax code laws 3 Shall collect for multiple entat~es 4 Shall apply exemptions ~n percentages or whole numbers 5 Cash reconcfllat~on on hne by cashrer and d~mngmsh between cash and check payments for each cashier 6 Shall prorate taxes by entering the date of sale for property purchased by exempt ent~t~es or sold by exempt entitles 7 Shall calculate rollback taxes by entenng change of use date on a s~ngle account or a batch of accounts and pnnt estimates 8 Shall calculate penalty and interest at any rate on a single account or a group of accounts 9 Must be able to enter payments real time or in batch processing 10 Must post payments and make refunds for a selected year or entity 11 Must post overpayments on any balance due 12 Must post credit card payments 13 Must flag accounts for returned bad checks 14 Must flags or fields to enter bankruptcy and suit information as part of property record 15 Must flag for returned mml with bad addresses 16 Must flag specific tax years mact~ve for the write off of bad debt 17 Must make adjustments and create record m transaction history Repo~ng 1 Must prowde balancing report after loachng certlhed Roll and supplements that will produce an exceptmn report of accounts not loachng correctly 2 Must produce the following dally reports a List of account actlvlty by account number including total payment, base tax, penalty and interest, attorney fees, and overpayments for each account b Show total receipts for the day and total for each cashier c Overpayment report hstlng all overpayments on the system d Increase/decrease report showing account number, amount, and year effected e L~sts mdmatang total amount of accounts under suit, filed for bankruptcy, agriculture rollback, dehnquent f I_ast lndmatlng accounts that have had refunds ~ssued and removal of overpayment from the overpayment report g Refunds due report 3 Must download files to send to the state for mobile home lien filings and releases 4 Must produce reports hstmg loan compames with number of accounts coded with each company and a detmled report hstmg every account number and owner's name for each loan company 5 Must produce reports monthly to track collections on current and delinquent taxes 6 Must produce report detmhng accounts that have quarterly installment payment option and show dollar amount prod 7 Must produce a report of accounts that have taxes flagged Inactive I-hstoncal Records 1, Must store prior owners data as part of the property record 2 Must produce a record m transaction history ~ndlcatlng an overpayment was made 3 Must produce a record m transaction history indicating refunds 4 Must produce a record in transaction history lnchcatlng payment transaction reversed due to a bad check 5 Must write-off overpayments over three years old to general fund 6 Shall wew accounts over ten years old for personal property accounts and twenty years old on res~dentml accounts that have been flagged ~nact~ve Statements 1 Must pnnt tax statements on demand by account or partial, entire roll 2 Must repnnt receipts and tax statements 3 Must pnnt tax ceruficates 4 Must produce dehnquent tax statements for current year and an accumulative statement for all dehnquent tax years 5 Must produce bdhng register automatically whenever property record is updated w~th apprmsal supplement data, or exemptions Document Management Module 1 Must prowde security to ensure integrity of documents 2 Must ensure that personnel are trmned to safeguard electronic records 3 Must ensure that read/write pnwleges are controlled and that an audit trail of rewrites ~s mmntmned 4 Must provide for backup and recovery of records to protect agmnst mformat~on loss 5 Must ensure that documents generated and stored electronically are created by the same processes each t~me and have a standard~zed retrieval approach 6 Must prowde for an optacal archival and indexing of &g~tal documents 7 Must allow retrieval of d~gttal documents through Tax Office 2000 8 Must prowde retrieval capabd~taes for check payments received through m-house lockbox services 9 Must be able to access assocmted tax records by account number, property owner name, and property locatton 10 Must be able to pnnt ~maged documents Web Module 1 Must search (browse) for at least five (5) years by account number, situs address, owner's last name, or legal description 2 Must ~nclude all property record information 0 e, account number, s~tus address, owner's last name, owner's first name, legal descnpnon, property values) EXHIBIT. CITY OF DENTON INSURANCE REQUIREMENTS STANDARD PROVISIONS: V~zthout hmztzng any of the other obhgatzons or habzhtzes of the Owner, the Owner shall prowde and mazntam unM the contracted work has been completed and accepted by the Czty of Denton, C~vner, the minimum znsurance coverage as re&cared hereinafter As soon as practzcable after notification of bid award, Owner shall file w~th the Purchasing Department satisfactory certzficates of ~nsurance, conta~mng the bzd number and tztle of the project Owner may, upon written request to the Purchaszng Department, ask for clanficatmn of any ,nsurance reqmrements at any tzme, however, Owners are strongly advised to make such requests przor to b~d opemng, since the insurance requzrements may not be modred or wazved after b~d opemng unless a written exception has been submitted w~th the b~d Owner shall not commence any work or dehver any mater~al untd he or she recesves nottficatton that the contract has been accepted, approved, and s~gned by the Ct~y of Denton. All ~n~urance pohczes proposed or obtained zn satisfaction of these reqmrernents shall comply wzth the following general spec~ficatzons, and shall be rnamtamed ~n comphance with these general specifications throughout the duratmn of the Contract, or longer, ~f so noted · Each pohcy shall be ~ssued by a company authonzed to do business ~n the State of Texas w~th an A M Best Company ratxng of at least A · Any deductibles or self-insured retentions shall be declared ~n the b~d proposal If requested by the C~ty, the ~nsurer shall reduce or ehm~nate such deductibles or self-insured retentmns w~th respect to the C~ty, ~ts offimals, agents, employees and volunteers, or, the Owner shall procure a bond guaranteeing payment of losses and related mvest~gatmns, clam adm~mstratlon and defense expenses · Lmb~hty pohc~es shall be endorsed to prowde the following · o Name as addmonal ~nsured the C~ty of Denton, its 0fficmls, Agents, Employees and volunteers · o That such ~nsurance is primary to any other ~nsurance avmlable to the ad&tmnal ~nsured w~th respect to clmms covered under the policy and that this insurance apphes separately to each ~nsured against whom claim is made or suit ~s brought The inclusion of more than one insured shall not operate to increase the insurer's hm~t of hab~hty · All pohc~es shall be endorsed to read "SAID POLICY SHALL NOT BE CANCELLED, NONRENEWED OR MATERIALLY CHANGE WITHOUT 30 DAYS ADVANCED WRITTEN NOTICE BEING GIVEN TO THE OWNER (CITY) EXCEPT WHEN THE POLICY IS BEING CANCELLED FOR NONPAYMENT OF PREMIUM IN WHICH CASE 10 DA YS AD VANCE WRITTEN NOTICE IS REQUIRED" · Should any of the reqmred insurance be provided under a clmms-made form, Owner shall mmntam such coverage continuously throughout the term of tins contract and, wtthout lapse, for a period of three years beyond the contract exp~ratmn, such that occurrences arising dunng the contract term winch g~ve rise to clmms made ailer explratmn of the contract shall be covered · Should any of the reqmred ~nsurance be prowded under a form of coverage that includes a general annual aggregate hm~t prowd~ng for claims ~nvestlgatlon or legal defense costs to be included m the general annual aggregate hm~t, the Owner shall either double the occurrence hm~ts or obtmn Owners Protective Lmb~hty Insurance · Should any reqmred insurance lapse dunng the contract term, requests for payments ongmatmg after such lapse shall not be processed until the C~ty receives satisfactory ewdence of remstated coverage as reqmred by tins contract, effective as of the lapse date If insurance ~s not reinstated, City may, at ~ts sole option, terminate this agreement effective on the date of the lapse All tnsurance pohczes proposed or obtatned tn sattsfactton of thts Contract shall addtt~onally comply wtth the followtng marked speczficattons, and shall be matntatned tn compltance wtth these addlttonal spectficattons throughout the duratton of the Contract, or longer, if so noted A GeneralLmblhty Insurance General L~ab~hty insurance wlth combined s~ngle hmlts of not less than $1,000,000 shall be prowded and maintained by the Owner The pohcy shall be written on an occurrence basis either ~n a single pohcy or m a combmatlon of underlying and umbrella or excess pohc~es If the Commercial General Liability form (ISO Form CG 0001 current edition) is used · Coverage A shall include premises, operations, products, and completed operations, independent Owners, contractual hablhty covenng tins contract and broad form property damage coverage Coverage B shall include personal injury · Coverage C, medical payments, is not required If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) ~s used, ~t shall include at least Bodily injury and Property Damage Llab~hty for premises, operations, products and completed operations, independent Owners and property damage resulting from explosion, collapse or underground (XCU) exposures Broad form contractual hablhty (preferably by endorsement) covenng flus contract, personal injury habfllty and broad form property damage habfllty Automobile Llablhty Insurance: Owner shall provide Commermal Automobile Llab~hty insurance w~th Combined Single Llrmts (CSL) of not less than $1,000,000 either m a s~ngle policy or m a combination of basic and umbrella or excess policies The policy will include bodily injury and property damage hablhty arising out of the operation, maintenance and use of all automobiles and mobile equipment used m conjunction w~th flus contract Satisfaction of the above reqmrement shall be m the form of a policy endorsement for · any auto, or · all owned, hired and non-owned autos Workers Compensation Insurance Owner shall purchase and maintain Worker's Compensation insurance wluch, in addmon to meeting the mlmmum statutory requirements for ~ssuance of such insurance, has Employer's Llablhty limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 pohcy limit for occupatmnal d~sease The City need not be named as an "Additional Insured" but the insurer shall agree to waive all nghts of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured For building or constructmn projects, the Owner shall comply w~th the prov~smns of Attachment 1 in accordance w~th §406 096 of the Texas Labor Code and role 28TAC 110 110 of the Texas Worker's Compensation Commission (TWCC) Professional L~abd~ty Insurance Professional hablhty insurance w~th hm~ts not less than $1,000,000 per elam w~th respect to neghgent acts, errors or omissions m connection w~th professmnal services is reqmred under this Agreement