2000-192 OPa)rNANCE NOc O 200-' / 9 oq-
AN ORDINANCE AWARDING A CONTRACT FOR THE PURCHASE OF AN AUTOMATED
PERMITS MANAGEMENT, PROJECT TRACKING AND CODE ENFORCEMENT SOFTWARE
SYSTEM AS APPROVED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSION
THROUGH A QUALIFIED INFORMATION SERVICES VENDOR (QISV) CATALOGUE,
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN
EFFECTIVE DATE (pURCHASE ORDER 05303 TO CRW 1N THE AMOUNT OF $223,050)
WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Serwces
Comm~ssaon has sohmted, received and tabulated competitive bids for the purchase of necessary
materials, eqmpment, supplies or servaees m accordance with the procedures of state law on behalf of
the Ctty of Denton, and
WHEREAS, the C~ty Manager or a designated employee has reviewed and recommended
that the herein described materials, equipment, supphes or services can be purchased by the C~ty
through the General Servmes Commlssaon programs at less cost than the C~ty would expend ff
blddmg these items ~ndlwdually, and
WHEREAS, the City Cotmcfl has prowded in the City Budget for the appropnaUon of funds
to be used for the purchase of the materials, equipment, supplies or servmes approved and accepted
herein, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the numbered items in the following numbered purchase order for
materials, equapment, supplies, or services, shown m the "Purchase Orders" listed hereon, and on file
m the office of the Purchasing Agent, are hereby approved
PURCHASE
ORDER VENDOR AMOUNT
05303 CRW Associates $223,050
SECTION II That by the acceptance and approval ofthe above numbered xtems set f°rth m
the attached purchase orders, the Cxty accepts the offer of the persons submitting 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 contained in the bid documents and related documents filed w~th the
General Services Commms~on, and the purchase orders issued by the Ctty
SECTION IH That should the City and persons submitting approved and accepted ~tems set
forth ~n the attached purchase orders wish to enter into a formal written agreement as a result of the
City's ratfficat~on of bids awarded by the General Services Commission, the C~ty Manager or h~s
designated representative is hereby authorized to execute the written contract which shall be attached
hereto, prowded that the written contract is m accordance w~th the terms, conditions, spemficat~ons
and standards conttuned m the Proposal submitted to the General Serwces Commms~on, quantities
and spemfied sums contained m the City's purchase orders, and related documents hemm approved
and accepted
SECTION IV That by the acceptance and approval ofthe above numbered items set f°rth ~n
the attached purchase orders, the City Cotmml hereby authorizes the expenchmre of funds therefor m
the amount and in accordance with the approved purchase orders or pursuant to a written contract
made pursuant thereto as authorized herein
SECTION V That this ordinance shall become effective ~mmedlately upon ~ts passage and
approval,
PASSED AND APPROVED th~s f~ day of~.~_, 2000
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
H ERB~~5 ATTORNEY
po 7 c 000
AGREEMENT
FOR THE INSTALLATION AND USE OF
PERMIT AND CODE ENFORCEMENT SOFTWARE
This Agreement is entered into this ~'l~ day of (~Z/LE.~ ,2000, by and between the City of
Denton, TX, (hereinafter "CLIENT"i and C~W ASSOCIATES, a d b a of CRW Systems, Inc, (hereafter
"CRW") for the installation of a permit and code enforcement software, and other services, as specifically
provided herein (hereafter referred to as "the ProJect")
1N CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows
A. SCOPE OF SERVICES / SCHEDULE OF WORK
A 1 PROJECT DESCRIPTION
The Project is more specifically defined as follows Installation of an automated permits management, project
tracking, and code enforcement software system
A.2 COMMENCEMENT DATE / SCHEDULE OF WORK
A 2 1 The commencement date of this contract shall be the date upon which CRW is m receipt of all of the
following (a) a fully executed °rigreal °f this Agreement' (b) written n°tme to pr°oecd pr°vialed by
CLIENT, and (c) the initial contract payment as provided in this Agreement CRW shall not be obhgated to
perform any work pursuant to the project, including labor or materials, prior to the commencement date as
defined herein
A 2 2 A Schedule of Work, with itemized pricing of various items associated with the Project is attached
hereto as Exhibit A and incorporated herein by this reference Subject to CLIENT'S duties and
responsibllmes provided in Section C, the time periods set forth m Exhibit A shall be adhered to The time
periods indicated are provided as a general understanding of the estimated time period in which various
ProJect items will be completed It is not intended to impose strict deadlines for completion of all or any part
of the work
A 2 3 The time schedule provided in Exhibit A, Schedule of Work, is based in large part on the assumption
that CLIENT will provide all necessary reformation to CRW in a timely manner in accordance with Section C
of this Agreement
B DUTIES AND OBLIGATIONS OF CRW
B 1 SCOPE OF WORK.
B 1 1 After the commencement date, CRW shall perform the following services
(1) Install Permit Tracking, Code Enforcement and Project Management software
(2) Provide data conversion of CLIENT'S existing data and incorporate data into CRW system
(3) Provide hands-on, Administrator Training, as specifically provided herein
(4) Provide on-site, hands-on, User Training, as specifically provided herein
(5) Provide full-day on-site support on implementation date, as specifically provided herein
(6) Provide dlal-m telephone support during Annual Maintenance period CLIENT to provide
local workstation with pCAnywhere (or equivalent) connection
B 1.2 CRW shall install software and provide all services in a workmanlike manner in accordance with the
Schedule of Work, subject to the terms and condmons as stated in the Agreement Any ad&tional services
must be evidenced by a written modification of this Agreement, or change request pursuant to Section C of
the Agreement Services to be provided do no.__lt include hardware
B 2 IMPLEMENTATION
CRW shall perform implementation services including setup of fee formulas, valuation schedules, and
reports/forms The number of fee items shall not exceed 18, the number of valuations shall not exceed 30,
and the number of reports/forms shall not exceed 10
B 3 DATA CONVERSION.
CRW shall provide database conversion services necessary to convert the CLIENT's existing permit database
to CRW system format To accomplish this conversion, the CLIENT will provide a copy of the existing
database in ASCII, dbase, Excel, or Access format
B 4 ADMINISTRATOR TRAINING.
CRW Associates shall provide 2 days of training for designated System Admmistrat°rs The training will be
conducted at CLIENT or CRW offices for up to three (3) staffmembers per training day Because of the
extensive material to be covered for System Administrators, CRW Associates recommends that System
Administrator training be conducted at our office Should the CLIENT elect to have this training at CLIENT
offices, an additional 2 days of travel time and expenses will be billed to CLIENT
B 5 USER TRAINING.
CRW Associates will provide trannng for Permit Trak, Code Trak, and Pr°jeer Trak s°ftware Training will
be conducted at CLIENT offices for up to 20 staff members We anticipate at least 3 days of training per
group often staffmembers It is assumed by CRW that the staffto be trained for the software will have a
basic knowledge m the use of personal computers and MS-Wmd°ws It is the CL1ENT's responsibilitY to
provide adequate training facilities and equipment for this training
B 5 1 A fee of $350 per day will be assessed for each staff member to be trained in excess of 20, when such
training occurs concurrently with B 5
B 5 2 Subsequent days of training for up to six (6) staffmembers, if requested by the CLIENT, will be
billed at the rate orS 1,750 per day, plus travel expenses
B 6. MAINTENANCE AND SUPPORT:
CLIENT~ CRW ~ 2
Sottware maintenance and support will be provided as outlined in Exhibit B
B 7 NOT RESPONSIBLE FOR DAMAGES DUE TO UNFORESEEN DELAYS:
CRW shall NOT be responsible for any damages resul~ng from delays outside of its reasonable control,
including, but not limited to, (a) failure of CLIENT to furnish timely information, (b) failure of CLIENT to
approve or disapprove of CRW's work, and/or (¢) strikes, lockouts, acmdcnts, or acts of GOD
C. DUTIES AND RESPONSIBILITIES OF CLIENT.
C 1 INFORMATION TO BE PROVIDEO BY CLIENT'
C 1 1 CLIENT will provide all information necessary for CRW to establish the permit software control
files, including but not limited to
1 Current valuation and fee structures
2 Current Permit Type designations and categories
3 Examples of all current reports used by the CLIENT relating to permit management
4 Any exceptions to the typical permit process, or any specml permit processing requirements
C 1 2 The CLIENT will provide CRW with access to CLIENT workstations and d~sk space for installation
of the software
C l 3 The CLIENT will ensure and provide that staff who will be trmned in the use of CRW software will
have sufficient basic knowledge of permit processing and MS-W~ndows functions
C,2 CLIENT COOPERATION
C 2 1 CLIENT understands that timely completion of the Project ~s dependent in significant part upon the
timely cooperation of CLIENT in providing information to CRW necessary to complete the project,
including, but not limited to (a) Data obtained from CLIENT'S present system to be incorporated into the
new CRW system, and (b) information relative to desired permit forms to be incorporated into the CRW
system
D COMPENSATION
D 1 CRW COMPENSATION AND FEES:
CLIENT agrees to compensate CRW for professional services rendered under this Agreement for the total
contract price of $214,050 [Two hundred and fourteen thousand, and fifty dollars], which amount shall
include all labor, materials, taxes, insurance and all other costs associated with the Project, except any
spemfic optional items ldentffied m Exhibit C "Summary of ProJect Fee" Contract price shall not include the
price of any hardware associated w~th the Project, which shall remmn the responslbdltY of CLIENT In
addition, th~s fee shall not include any changes to the work as may be requested by CLIENT and mconporated
into the project pursuant to a written request by CLIENT as promded in section E of this Agreement
D 2 TERMS OF COMPENSATION
CRW will submit lnvmces for work performed accordmg to the payment schedule shown m Exhibit C
"Summary of ProJect Fee" CLIENT shall pay all lnvmces wlthm thirty (30) days of the ~nvmce date Failure
of CLIENT to pay lnvomes within forty-five (45) days of the original ~nvmce date wall subject CLIENT to a
late payment fee computed at a periodic rate of 1 0% per month of the amount past due, representing an
annual percentage rate of 12%, which late fee shall be apphed to any unpaid balance
In the event CLIENT falls to pay any invoice within forty-five (45) days of the mvmce date, CRW shall have
the right, wlthm ~ts sole and exclusive discretion, to either suspend all further work on the project until any
outstanding ~nvolces have been prod, or terminate thru Agreement upon written notme Failure to exercise any
right prowded by this section shall not be deemed as a wmver of the late payment fee provided above, or a
waiver of any right to suspend or terminate the Agreement in the future due to fadure of CLIENT to timely
pay CRW lnvmces
E. CHANGES AND ADDITIONS TO THE WORK
E l REQUIREMENT OF WRITTEN CHANGE ORDERS
CLIENT may request CRW to perform addmonal servmes not covered by thc spcmfic Scope of Work as set
forth m Exhibit A of this Agreement Any such requests shall be submitted m writing, and shall bc s~gncd by
thc Chent Representative, as ldentffied m F l 1 of this Agreement, and an authorized representative of CRW
Such signed requests shall include (a) a description of thc additional serwccs to bc performed, and (b) thc
agreed upon price for such services Any such requests signed by thc Chent Representative, or other
authorized agent of CLIENT, shall be deemed authorized by CLIENT and shall bc bmd CLIENT to ~ts terms
E 2 PAYMENT FOR ADDITIONAL WORK
Any such additional work performed by CRW shall bc added to the contract price and bxlled m accordance
with thc "Summary of ProJect Fee" as outlined m Exhibit C of thxs Agreement CRW wall not commence any
additional serwces for thc CLIENT untd written authorization has been g:ven by CLIENT and approved by
CRW, as provided above
F. INDEMNIFICATION AND INSURANCE
F 1 INDEMNIFICATION'
F 1 1 CRW shall mdemmfy, defend and hold harmless CLIENT from and agamst any clmms, based upon
infringement of any Umted States copyright trademark or patent by the Software CLIENT agrees to notify
CRW of any such claim promptly m wntmg CLIENT agrees to cooperate fully w:th CRW dunng such
proceedings CRW shall defend at xts sole expense all proceedings ansmg out of the foregomg In thc event
of such m~ngement, CRW may replace, m whole or m part, Software w~ a substantmlly compatible and
functionally eqmvalcnt computer program or modify Software to avmd the infringement
F 1 2 CLIENT agrees to andemmfy and hold harmless CRW, including its employees, subcontractors,
consultants, and agents, from and against habflity, damages, costs, losses, claims and expenses, including
reasonable attorneys' fees, arising out of the negligent acts, errors, or omissions of CLIENT, including any of
its officers, employees, or agents, to the extent permissible under Texas State law
F 2 INSURANCE.
CRW, shall at CRW's own expense, purchase, mmntaln and keep in force during the term of this Contract
such insurance as set forth below All insurance pohmes provided under this Contract shall be written on an
"occurrence"basis The insurance reqmrements shall remain m effect throughout the term of this Contract
F 2 1 Worker's Compensation as requrred by law, Employers Lmbthty Insurance of not less than
$100,000 00 00 for each aemdent, $100,000 00 disease-each employee, $500,000 00 disease-pohcy hm~t
F 2 2 Commercial General Llabthty Insurance - $1,000,000 00 Limit
F 2 3 All policies are to be written through compames duly approved to transact that class of ~nsurance m
the State of Texas
F 2 4 Insurance is to be placed with carriers with a Best rating of A VII or better
F 2 5 CRW hereby waives subrogation rights for loss or damage to the extent same are covered by
insurance Insurers shall have no right of recovery or subrogation against CLIENT, ~t being the retention that
the insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered
by the pohc~es
F 2 6 Companies issuing the insurance policies and CRW shall have no recourse against CLIENT for
payment of any premiums or assessments for any deductible, as all such premiums and deductibles are the
sole responsiblhty and risk of CRW
F 2 7 Approval, disapproval or failure to act by CLIENT regarding any ~nsurance supplied by CRW (or any
subcontractors) shall not reheve CRW of full responsibility or habthty for damages and accidents as set forth
in the Contract documents Neither shall the ~nsolvency or denial of hablhty by the insurance company
exonerate CRW from habflity
F 3 PROOF OF INSURANCE
Upon request by CLIENT, CRW shall deliver to CLIENT a Certificate of Insurance for Items C 2 and C 3
above as proof that said insurance will remain in full force throughout the term of this Agreement
Upon request by CLIENT, CLIENT, its officers and agents, shall be endorsed as an additional insured under
CRW's General Liability Insurance CRW will not modify or cancel its General L~abfllty Insurance without
written notification and approval from the CLIENT
G TERMINATION
G 1 TERMINATION OF AGREEMENT
G 1 I This Agreement may be terminated by CLIENT at any t~me, with or without cause, upon wmten
notice to CRW Notwithstanding the date of such notice, termination shall be effective upon receipt by CRW
CLIENT~t.~ CRW ~ 5
of such not~ce of termination In the event of termination by CLIENT, CLIENT shall pay CRW for all
servmes and materials prowded to CLIENT pursuant to this Agreement up to and including the date of receipt
by CRW of notice of termination
G 1 2 In the event CLIENT terminates this contract, the CLIENT agrees to ~mmedmtely return alt source
code or other materials prowded to CLIENT by CRW, and to destroy, erase, and purge all software provided
by CRW from any and all CLIENT computers
G 1 3 Within 30 days of termination CLIENT agrees to provide CRW with written confirmation that all
CRW software has been destroyed Within ItS sole discretion, and upon reasonable not~ce to CLIENT, CRW
shall have the right to verify that CRW software has m fact been removed or destroyed by personal inspection
of CLIENT computers
G 1 4 Any use by CLIENT of any CRW software after termination of th~s agreement by CLIENT w~thout
the express written authorization of CRW shall be a breach of this agreement and subject CLIENT to
substantml damages
H OWNERSHIP OF DOCUMENTS
H 1 OWNERSHIP OF DOCUMENTS
H 1 1 All plans, specifications, reports, and other design documents prepared by CRW pursuant to thru
Agreement shall become property of CLIENT only after completion of the Project
H 1 2 All source code for computer programs or mo&ficat~ons to programs, which are produced pursuant to
this Agreement shall be deemed, and remmn, the intellectual property of CRW and are protected under the
copyright, patent, or other laws, of the United States as well as other j uns&ct~ons where such programs are
being used
H I 3 CLIENT agrees to respect CRW's purported ownership of any such proprietary rights which may
ex~st, lncludlng patent, copyright, trade secret, trademark and other proprietary rights, in and to Software and
any corrections, bug fixes, enhancements, updates or other mo&fications, Including custom modfficatlons, to
Software, whether made by CRW or any third party Under no circumstances shall CLIENT sell, license,
publish, &splay, d~str~bute or otherwise transfer to a third party Software or any copy thereof, ~n whole or in
part, without CRW's prior written consent
H 2 SOURCE CODE ESCROW
H 2 1 CRW shall deposit into a software escrow account, as described below, a copy of the latest source
code for the software being ~nstalled by CRW pursuant to this Agreement
H 2 2 The escrow account will be at any bank or legal office chosen by CRW CRW will deliver the source
code on floppy &skette to the bank or legal office for escrow, and CRW will provide updated source code to
the bank or legal office semi-annually (or as long as the CLIENT maintains techmcal support)
H 2 3 CRW will pay the entire cost of this source code escrow account
H 2 4 In the event that CRW ceases to do business or ceases to offer or provide support for the software It
has prowded to CLIENT pursuant to this Agreement, CLIENT wtll have the right to access and use the source
code
CLIENT~ CRW ~o 6
%-
H 2 4 If the contract is termmated for any reason, or for no reason, by any party prior to project completion,
then all source code shall be returned unopened and unused to CRW by the escrow agent/officer upon written
request by CRW to such escrow agent/officer w~th a copy of any notme of termination Such written request
with not, ce of termination delivered to the escrow agent/officer shall be sufficient to relieve said escrow
agent/officer from any claims, causes of action, or liability of any kind and to any party for release and return
of the source code to CRW
I COMMUNICATION THROUGH CLIENT / CRW DESIGNATED
REPRESENTATIVES.
All communication relating to project status shall be exchanged between a designated representative of the
CLIENT and a designated representative of CRW as identified below
1.1 DESIGNATED CONTRACT REPRESENTATIVES'
I 1 1 The designated representative of CLIENT and CRW Associates is as follows
CLIENT CRW
Mr G-reg Mitchell Christopher R Wuerz, P E
Building Official President, CRW Systems, Inc, d b a CRW
City of Denton Associates
221 N Elm St 16980 Via Tazon, Suite 320
Denton, TX 76201 San Diego, CA 92127
Phone (940) 349-8361 Phone (858)451-3030
Facsimile (940) 349-7208 Facsimile (858) 451-3870
emad Greg Mltchell~mtyofdenton eom emall chns(~crwassoc eom
I 1 2 If the designated representative or address of either party changes during the term of this Agreement,
a written notice shall be g~ven to the other party prior to the effective date of change
1 2 DESIGNATED SYSTEM ADMINISTRATOR
I 2 1 The CLIENT Representative shall identify and designate a System Administrator All
commumcat~on related to day-to-day operations of the system, including system maintenance, systems
problems and/or troubleshontmg, shall be made to CRW only through either the designated representative of
CLIENT as identified m I 1 1 above, or the System Administrator as identified below
1 2 2 The System Administrator shall participate in all training sessions conducted by CRW as required by
this Agreement, and shall become fully knowledgeable and competent to use all aspects of the system
software (It is highly recommended that the designated System Administrator be someone with experience
and competence with personal computers )
1 2 2 The System Administrator for CLIENT is designated as follows
Mr Alex Pettlt
Manager of Informatmn Systems
City of Dent~n
221N E~[
CLIEN~ CRW~ 7
Denton, TX 76201
Phone (940) 349-8595 ,
Emall Alex Pe~t@cityofdenton eom
1 3 One Client Representative and One System Administrator
There shall be only one CLIENT representa'ave and one System Administrator at any one time However,
CLIENT may at any time designate a new representative or system administrator upon written notice to
CRW
J. MISCELLANEOUS GENERAL PROVISIONS
J.1. LICENSES
CRW shall maintain all business licenses as may be rcqmrcd by law
J.2 STATUS OF CRW AS CONSULTANT
Throughout the term of this Agreement, CRW, its employees, subcontractors, consultants, and agents shall bc
considered as an independent contractor(s) Nothing in this Agreement shall be interpreted to imply an
employee-employer relationship between CLIENT and CRW
J 3 MEDIATION OF DISPUTES'
Both CRW and CLIENT agree to participate m good faith in non-binding mediation of any dispute or claim,
which remains unresolved after informal discussions Both CRW and CLIENT shall negotiate in good faith
to select a qualified mediator
J 4 ATTORNEY'S FEES:
In the event that any legal proceeding is instituted by either CRW or CLIENT to enforce the terms of this
Agreement or to determine the rights of CRW or CLIENT, the prevailing party in said legal proceeding shall
be entitled to recover its reasonable costs and attorney's fees
J 5 APPLICABLE LAW.
This Agreement, its interpretation and all work performed thereunder shall be governed by the laws of the
State of Texas Venue for the enforcement of this agreement shall lie exclusively in the District Courts of
Denton County, Texas, or the United States District Court for the Eastern District of Texas, Sherman
DIvision
J 6 BINDING ON SUCCESSORS'
All the terms, provisions and conditions of this Agreement shall bc binding upon and murc to thc benefit of
thc parties hereto and their respective successors, assigns and legal representatives
J 7 DUE AUTHORITY.
CLIENT represents and warrants that the person executing this Agreement on behalf of CLIENT is an agent
of CLIENT and has full and complete authority to execute this Agreement and cuter into thc terms and
covenants provtded herem, and has been designated by CLIENT to execute thts Agreement on behalf of
CLIENT
J 8 WARRANTY OF TITLE
CRW warrants that tt has good tttle and all proprietary rights to the Software to enable tt to hcense ~ts use to
CLIENT free of any proprietary rights of any other party or any other encumbrance
J 9 APPLICATION SOFTWARE WARRANTY
CRW warrants that its Software v~ll perform m the manner described m the Contract documents and any
other written user documentatton for the versmn installed Thts Warranty shall commence upon date of
acceptance by CLIENT as defined by Exhtbtt E attached hereto
J 10 SPECIAL YEAR 2000 WARRANTY
CRW warrants that each software and firmware product dehvered under the contract shall be able to
accurately process date data (mcludmg, but not hmtted to, calculating, comparing, and sequencing) from, ~nto,
and between the twentteth and twenty-first centuries, tncludmg leap year calculattons, when used m
accordance wtth the product documentatton provtded by CRW, provtded that all other interfaces (e g,
hardware, software, firmware) used m combmatton wtth such product properly exchange date data wtth tt
Thts warranty shall apply to CRW's products as a system The duratton of thts warranty and the reme&es
available to the CLIENT for breach of thts warranty shall be as defined m, and subject to, the terms and
hmttatlons of CRW's standard commermal warranty or warranttes contained tn the contract(s), provtded that,
notwtthstandmg any prowslon to the contrary tn such commcrmal warranty or warrant~es, the reme&es
available to the CLIENT under thts warranty shall include repatr or replacement of any CRW -supphed
product whose non-anmphance ts dtscovered and made known to CRW m writing Nothmg tn thru warranty
shall be construed to hm~t any rights or remedies the CLIENT may otherwise have under the contract w~th
respect to defects other than Year 2000 performance
J 8 ENTIRE AGREEMENT
Th~s Agreement contains the enttre understanding and agreement between CRW and CLIENT Any prior
agreements, promtses, proposals, negottatmns or representattons~--oral or written--not expressly set forth
herem shall be of no force or effect Thts Agreement may be mo&fled or amended only by written agreement
s~gned by both CRW and the CLIENT
CLIENT~ CRW ~ 9
CLIENT CRW ASSOCIATES
By By
-* · Chnstop
President, CRW Systems, Inc d b a
CRW Assoctates
ATTEST
APPROVED AS TO FORM
iCLIENT~~
CLIENT~ CRW~ ~'/~// 10
EXHIBIT "A"
SCHEDULE OF WORK
Projected Target
Task Item Date
1 Initial software delivery Upon CLIENT approval of contract and s~gnature of all (Date)
documents by CRW and CLIENT. CP, W dehvers standard version of proposed
Licensed Software Product on CD computer medm CI~W begins to modify software
product to meet contract commitments and customize screen d~splays and reports to
meet CLIENT reqmrements
2 Project lack-off meeting. CP.W rewews project t~metable and training schedule w~th Wk of
CLIENT Computer Servmes and Commumty Development Dept personnel CRW
adjusts schedule as reqmred CI~W installs standard software with demonstration
database for m~tml testing by CLIENT CLIENT prowdes copy of extst~ng data to CR.W
for prehmmary conversion
3 Complete Software Delivery CR.W dehvers and installs modified L~censed Wk of
Software Product CI~W installs converted data for CLIENT rewcw and testing CRW
demonstrates that software conforms to proposal spcmficat~ons and addmonal
commitments CLIENT begins testing completed software usmg converted data
3A SQL Server Database Configuration CLIENT configures SQL-Server database,
and installs data table structures CRW assists CLIENT w~th database configuration
4 Initial Training CP.W trams System Admnnstrators and Users CLIENT tests Wk of
system and verifies that ~t performs as spcmfied and ~s ready for use CRW corrects
defects as necessary
5 Data Delivery Upon successful test results, CLIENT dchvcrs complete cx~stmg Wk of
ustoncal data to CRW for final conversion
6 Pre-production Training CKW trains Front Counter staff CLIENT begins to use Wk of
system for customer service CRW assists CLIENT staffw~th nntml operatton
7 Supplementary Training CRW addmonal department staff, and prowdes Wk of
supplementary training as needed Rcv~cw and usage of system by staff Implement
changes as needed
8 Final Training CRW trams Inspectors and add~tional as needed Wk of
9 Final system acceptance by CLIENT. CLIENT completes Acceptance Tcsttng, and (Date)
cemfics Permit System dehvered as specified and proposed CRW corrects defects as
warranted
Target dates on thru schedule are tntended to reflect projected completion dates for the respective milestone, not
contractual date deadlines
CLIENT~ CRW ~/~ 11
EXHIBIT "B"
~E AND PROBLEM RESOLUTION
CRW Associates will pro,nde
1 Telephone Sunoort (first nmeW days after mstallaUon)
We encourage the CLIENT to contact us by phone to resolve high-priority issues or urgent problems
We maintain a log of all technical support questions initiated by the client, and we record these calls
an 15-minute intervals During the first ninety (90) days after final acceptance (as outlined ~n Exhibit
F), of the software, there is no charge for this service
2 Technical Sunvort Account {continuous startma nlne~ days after installation)
We require the CLIENT to mitmte this TSA with a payment of $ 500 We maintain a log of all
techmcal support questions matiated by the client, and we record these calls an 15-minute intervals
The charge for these calls will be deducted from this account at the rate of $15 per 15-minute
~nerement for technical support when support request is ~mtlated by the Client Charges will not be
deducted from this account if technical support call results m a dmgnosed program error
2 Response tO written problem reports
For lower priority issues and questions, we provide a fax-m, e-marl or mafl-~n problem report We
encourage the CLIENT to submit these reports at any time Our policy is to acknowledge receipt of
all reports within 2 days with a telephone call to the client, and to provide a resolution to the problem
within 10 days
3 Monthly telephone follow-up call from CRW
We will contact the CLIENT by phone at least once per month to check up on system performance,
unanswered questions, etc This monthly contact will be at no additional charge to the CLIENT
4 All software u'0grades, modifications
We will provide the CLIENT with all software upgrades and modifications These new versions will
be transferred to the client via diskette (ffrequested, limited to one update per month) or ma modem
through the Intarnet (unlimited number of updates) It is anticipated that at least one software upgrade
per month wall be provided
CLIENT~ CRW-~t~ 12
EXHIBIT "C"
SUMMARY OF PROJECT FEE
COST SUMMARY
Item 1 Software $ 37,000
Item la Busmess Ltcense Software $ 7,500
Item lb Installation and Training $ 58,500
Item lc Techmcal Support No Charge for first slx months
Item 2 Annual Mamtenance $ 13,350/yr (Covers first yr after 6 months)
Item 3 Telephone Tech Support Billable after first 90 days Rate = see notes
Item 4 Database Development $ 7,500
Item 5 UNIX Database Interface $ 7,500
Item 6 Database Conversion $ 7,500
Item 7 Faeld Inspection Software X 12 $ 12,000
Item 7a Annual Maintenance for Item 7 $ 3,600
Item 8 IVR Interface $ 7,500
Item 9 Interact Interface $ 7,500
Item 10 Txme Clock Module $ 7,500
Item 10 GIS Interface $ 7,500
Item 11 Address/Parcel Update Interface $ 5,000
Item 12 Implementatton $ 24,600
Total Contract Price' $ 214,050
Item 13 Estimated Travel Costs $ 9,000
· Travel expenses are not included ~n the contract price All travel related costs (travel nme, mrfare, lodging,
car rental and meals) wall be balled as they are ancurred CRW provides the estamated travel cost below as a
'per daem' maxamum for travel occurring during the first stx (6) months after contract executaon
· Travel ttme= 8 hours per person per trap @ $ 65 / hour
· Aarfare --- $ 750 round tap per person (based on mmunum two-week advance booking)
· Lodging = $100 per mght per person
· Car rental = $ 75 per day
· Meals = $ 45 per day per person
PAYMENT SCHEDULE
Percentage ~mount Due Upon Date Due
20% $ 42,810 Upon contract executmn TBD
20% $ 42,810 45 days after contract execution TBD
20% $ 42,810 90 days after contract execution TBD
20% $ 42,810 Upon system acceptance* TBD
20% $ 42,810 30 days after system acceptance TBD
Total $ 214,050
*System acceptance is oelmea m izxnm Upon completron of the System Acceptance tests, or upon commencement
of productive use of the software for creating and assumg permit records, and collecting fees from the general pubhc,
System Acceptance wall be deemed completed and satrsfactory
CLIENT CRW_~ 13
EXHIBIT "D"
SOFTWARE LICENSE AGREEMENT
This License Agreement for the use of "Community Development Software" (Software) developed and
marketed by CRW Associates is granted to CLIENT by CRW Associates (Developer) as of this date
SUMMARY OF LICENSE TERMS
1 Software is marketed by Developer under the titles of"Permlt Trak", "Code Trak" and "ProJect Trak"
2 Software provided to the Client under this License allows the CLIENT the use, not own, the software
3 Software is provided to the Client as a multi-user, concurrent access license The designated number of
concurrent users for this license is 30 Client is permitted to install Software on any and all workstations
owned or controlled by the Client Software will allow a designated number of concurrent users to access the
databases maintained by Software Users attempting to access the system databases with Software after the
designated number of concurrent users is logged on will be prohibited from logging on
4 This software may not be sub-hcensed, re-sold, transferred or otherwise distributed by the Client to any
other person, company or organization without the written authorization of the Developer
5 This Software, including any and all modifications, upgrades and bug fixes, is protected by the copyright
laws of the Umted States and international copyright treaties Unauthorized copying of the Software,
including software that has been modified, merged or included with the Software, or the associated written
materials (the "Documentation") is expressly forbidden You may not remove, obscure, or alter any notice of
patent, copyright, trademarks, trade secret or other proprietary rights in the Software The Title, ownership
rights, and intellectual property rights in and to this Software shall remain in the Developer
6 The Developer has made reasonable checks of the Software to confirm that it will perform in normal use on
compatible equipment substantially as described in the specifications for the Software However, due to the
inherent nature of computer software, neither the Developer nor any individuals involved in the development
or installation of the Software warrant that the Software or the Documentation is completely error free, will
operate without interruption, is compatible with all equipment and software configurations, or will otherwise
meet your needs
7 Neither the Developer n°r any °f the pe°ple °r c°mpanles mv°lved in pr°vldlng this hcense t° the Chent
may be held liable for any incidental or consequential damages caused by failures or faults of the software or
its functions
The Develoners sole responsibilities with respect to error corrections >vtll be to correct any defects or errors
8 s which are brought to the attention ~e Developer by the Client
in the Softwar~ or its function, ~t~/9~
~s ~ae:;oL~:edn;~ c~e~mennt~ _;wl~1 re;am in effectA until C~turns Software to Developer, or until Software
Agreed by Clent~, _~~ t/~/r~ Date- ~'f~' ~~)OO
CLiEN~ CRW~/_ (~ 14
SYSTEM ACCEPTANCE and PROJECT SIGN-OFF
CLIENT shall commence System Acceptance tests upon written notification from CRW that system
software and database conversion has been installed and as ready for System Acceptance testing Testing
shall be conducted at CL1ENT site, using CLIENT computer hardware CLIENT staffwlll conduct all
System Acceptance Testing
CLIENT shall be allowed a period of thirty (30) days for System Acceptance Testing, beginning from the
date of notification as provided in 1 above, and continuing, and completed, as provided in paragraphs 3
and 4 below CLIENT shall immediately advise CRW, m writing, of any error, or perceived error,
discovered at any time dunng the testing period
Upon delivery of written notfficatlon from CLIENT to CRW that a system software or database
conversion error, or other problem, has occurred, CRW shall have ten (10) business days to address and
correct such error so as to render the system operable CRW shall provide written nottce to CLIENT that
the error has been corrected During the time period between notification of any error until to such time
that CRW advises CLIENT of correction of such error the thirty (30) day System Acceptance test period
shall be suspended The thirty (30) day System Acceptance test period shall resume notice by CRW that
the previously noticed errors have been corrected
CRW shall provide written notice to CLIENT when the 30 day System Acceptance test period has
expired Thereafter, CLIENT shall have five (5) business days to prowde CRW with written notice of
any remaining errors or problems ACCEPTANCE SHALL BE DEEMED TO HAVE OCCURRED AT
THE LATEST OF THE FOLLOWING DATES (a) THE DATE WRITTEN NOTICE 1S PROVIDED BY
CRW TO CLIENT THAT THE FINAL PROBLEMS IDENTIFIED BY CLIENT PURSUANT TO THIS
SECTION HAVE BEEN CORRECTED, OR (b) THE DATE OF NOTICE BY CRW TO CLIENT
INDICATING THAT THE ACCEPTANCE TESTING PERIOD HAS EXPIRED
CLIENT may begin using the software for productive use following completion of the System
Acceptance tests "Productive Use" shall include the issuance of braiding permits, ~nspectlons and fee
collection from the general public CLIENT may not begm to use the software for productive use prior to
completiOn of the System Acceptance tests If CLIENT begins using software for productive use prior to
completion of the System Acceptance test, then the system acceptance test will be deemed completed and
satisfactory
CLIENT~ CRW~~A/ 15