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1999-197 O INANCENO q q- / q'7 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE THE ATTACHED AGREEMENTS BETWEEN THE CITY OF DENTON, TEXAS AND CCG SYSTEMS, INC FOR EQUIPMENT, SOFTWARE AND SUPPORT FROM PREVIOUSLY BUDGETED FUNDS, AND PROVIDING FOR AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Council hereby anthonzes the City Manager to execute the attached agreements between the City of Denton and CCG Systems, Inc, for equipment, soft- ware and support, substantially in the form of the attached documents, and further authorizes the expenditure ofprewously budgeted funds for that purpose SECTION II. That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED thls the /~-~__c day of (~~ ,1999 JACK~' ~ ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY THE STATE OF TEXAS § CCG SOFTWARE LICENSE AGREEMENT COUNTY OF DENTON § THIS SOFTWARE LIC~,NSE AGREEMENT ("hereinafter referred to as "Contract") m made and entered into th~s ~day of q.~/.O~.~-~ ,1999, between CCG Systems, Inc, a corporation whose address is 2200 ~olomal Avenue, State 23, Norfolk, VA 23517, (hereto referred to as "LICENSOW') and the CITY OF DENTON, TEXAS, a manic,pal corporation, (herein referred to as "CITY" OR "LICENSEE"), acting by and through ~ts City Manager or h~s designee WITNESSETH THAT, m consideration of the covenants and agreements hereinafter contmned and subject to the terms and condat~ons hereanat~er stated, CITY and LICENSOR agree as follows I Scope of Work A Comphance wflh Contract Documents For the consideration heremafter agreed to be prod to LICENSOR by CITY, LICENSOR shall prowde FASTER Fleet Mmntenance Software (hereinafter referred to as "Software") Software prowded under the terms of th~s Contract are to conform m every respect to the following documents, and all such documents are attached and incorporated here~n by reference 1 Th~s Contract, 2 Software L~cense Agreement No 201 (W~th Attachments A, B,~i[& D) (hereinafter referred to as "Sofavare L~cense Agreement"), and 3 L~censor's proposal dated August 8, 1998 4 L~eensor's Specifications Checkhst In the event of conflict or ambiguity or d~screpancy between the documents ~ncorporated above, priority of ~nterpretat~on shall be ~n the order hsted above II Definitions A Software The term "Software" shall mean the computer program an object code only and the user manuals described m the Software L~eense Agreement and Proposal The term "Software" ~ncludes any correctaon bug fixes, enhancements, updates or other modifications, meludmg custom modifications, to such computer program and user manuals B System The term "System" shall mean software and bar coding hardware provaded to CITY by LICENSOR under the terms of this Contract III License A Grant of License LICENSOR grants CITY, pursuant to the terms and conditions of thas Contract, a nonexclusave, nontransferable 11 User license to use Software B Authorized Equipment and Sate CITY shall use the Software at the locataon (hereinafter referred to as "Sate") hsted below S~te 804 Texas Street Denton, TX 76201 CITY may temporarily transfer Software to backup computer eqmpment at a locataon different from Sate if the eqmpment Is moperatave C Restrictions on Use CITY agrees to use Software only for CITY's own business CITY shall not permit any parent, subsidiaries, affihated entities or tbard parties to use Software or process or permit to be processed the data of any other party D Cop~es CITY, solely to enable ~t to use Soflware, may make one archival copy of Software's computer program CITY shall have no other right to copy, m whole or an part, Soltware w~thout written consent from LICENSOR E Modifications, Reverse Enganeenng CITY shall not alter, enhance or other, vase modify Sot~are w~thout the written consent of LICENSOR CITY shall not d~sassemble, decomplle or reverse engineer the Sothvare's computer program IV Ownership A Title CITY agrees to respect LICENSOR's purported ownership of any such proprietary rights which may ex~st, ancludang patent, copyright, trade secret, trademark and other proprietary rights, an and to Sot'tware and any correctaons, bug fixes, enhancements, updates or other modlficat~ons, including custom mochficatmns, to Software, whether made by LICENSOR or any third pfll'ty B Transfers Under no c~rcumstances shall CITY sell, license, pubhsh, display, distribute or otherwise transfer to a third party Software or any copy thereof, ~n whole or in part, wathout LICENSOR's prior written consent V Confidential Information LICENSOR purports that the Software contmns proprietary ~nformat~on, including trade secrets, know-how and confidentml information that is the exclusive property of LICENSOR Dunng the period th~s Contract is m effect and at all times after its tenmnatlon, CITY and ~ts employees and agents shall maintain the confidentiality of this information and shall not sell, hcense, pubhsh, display, distribute, d~sclose or otherwise make avmlable th~s ~nfonnat~on to any tturd party nor use such ~nformat~on except as authorized by th~s Contract or upon prior written consent of LICENSOR or unless authorized by law LICENSOR agrees that any reports, mformat~on data or other docmnentat~on g~ven to, prepared by or wewed by LICENSOR or ~ts employees and agents may be proprietary and confidentml ~nformat~on of CITY and LICENSOR, and LICENSOR's employees and agents shall maintain the confidentmhty of this reformation and not sell, license, pubhsh, d~splay, d~stnbute, disclose or otherwise make available thts ~nfonnat~on to any third party nor use such ~nformat~on except as authorized by flus Contract or upon prior written consent of CITY or unless authorized by law VI Indemmficat~on LICENSOR shall indemnify, defend and hold harmless CITY from and against any claims, including reasonable legal fees and expenses, based upon lnfnngement of any United States copyrtght trademark or patent by the Sofavare CITY agrees to notify LICENSOR of any such claim promptly m writing CITY agrees to cooperate fully w~th LICENSOR dunng such proceedings LICENSOR shall defend and settle at ~ts sole expense all proceedings arising out of the foregoing, including the procurement of statable counsel for CITY's defense In the event of such mfnngement, LICENSOR may replace, an whole or an part, Software w~th a substantially compatible and functionally eqmvalent computer program or modify Software to avoid the ~nfnngement LICENSOR does hereby agree to wmve all claims, release, mdemmfy, defend and hold harmless CITY and all of ~ts officials, officers, agents and employees, ~n both their pubhc and private capacities, from any and all habfl~ty, clmms, stats, demands or causes of action which may arise by reason of ~njury to or death of any person or for loss of, damage to, or loss of use of any property occastoned by error, om~ss~on or neghgent act of LICENSOR, ~ts officers, agents, employees, ~nwtees or other persons for whom LICENSOR ~s legally hable, with regard to the performance of this Contract and LICENSOR will, at its own cost and expense, defend and protect CITY from any and all such claims or demands VII Term and Termination A Effective Date This Contract shall commence upon the date first written above and will be renewable on an annual basis LICENSOR and CITY herein recognize that the continuation of this Contract after the close of any given fiscal year of CITY, which fiscal year ends on September 30th of each year, shall be subject to Denton City Council approval B Termination Each party shall have the right to terminate this Contract and the hcense granted hereto as provided elsewhere in this Contract or upon the occurrence of either of the following events (an "Event of Default") 1 the other party violates any provision of this Contract, or 2 the other party a terminates or suspends its business, b becomes subject to any bankruptcy or insolvency proceeding under federal or state statute, c becomes insolvent or subject to direct control by a trust, receiver or similar authority, or d has wound up or hquldated, voluntarily or otherwise In addition to the above, CITY may, at its option, and without prejudice to any other remedy it may be entitled to at law or in eqmty or otherwise under this Contract, terminate this Contract by giving at least twenty (20) days prior written notice thereof to LICENSOR Unless terminated for LICENSOR's material breach, LICENSOR shall be prod or reimbursed for (a) all pay points completed up to Notice Date, less all payments previously made, and (b) a reasonable mount of work after the NotlceDate, but prior to Termination Date, that was reasonably necessary to terminate the work in an orderly manner C Notice and Opportu_mty to Cure Upon the occurrence of an Event of Default, a party shall deliver to the defaulting party a Notice of Intent to Terminate that identifies ~n detail the Event of Default If the Event of Default remmns uncured for twenty (45) days, the party may terminate this Contract and the license granted herein by dehvenng to the defaulting party a Notice of Termination that identifies the effective date of the termination, which date shall not be less than twenty (20) days after the date of delivery of the Notice of Intent to Terminate D Procedure Within thirty (30) days after termination of the license, CITY shall return to LICENSOR Sofc~vare and all copies thereof or delete or destroy all copies of Software, except for the one (1) archival copy VIII Insurance A, LICENSOR, shall at LICENSOR's own expense, purchase, ma~ntmn and keep in force dunng the term of this Contract such insurance as set forth below All insurance pohcles prowded under this Contract shall be written on an "occurrence" basis The insurance requirements shall remain in effect throughout the term of this Contract 1 Worker's Compensation as reqmred by law, Employers Lmblhty Insurance of not less than $100,000 00 for each accident, $100,000 00 disease-each employee, $500,000 00 disease-pohcy hm~t 2 Commermal General Llablhty Insurance - $1,000,000 Limit B Concerning ~nsurance to be furmshed by LICENSOR, it is a condition precedent to acceptability thereof that 1 All pohcles are to be written through companies duly approved to transact that class of~nsurance m the State of Vlrg~ma, and 2 Insurance ~s to be placed with carriers w~th a Best rating of A VII D LICENSOR agrees to the following 1 LICENSOR 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 agmnst CITY, it being the intention that the insurance pohcles shall protect all parties to the Contract and be primary coverage for all losses covered by the pohcles, 2 Companies ~ssmng the tnsurance pohc~es and LICENSOR shall have no recourse against CITY for payment of any premiums or assessments for any deductible, as all such premiums and deductibles are the sole responsibility and risk of LICENSOR 3 Approval, disapproval or failure to act by CITY regarding any insurance supphed by LICENSOR (or any subcontractors) shall not reheve LICENSOR of full responsibility or habfl~ty for damages and acmdents as set forth in the Contract documents Neither shall the msolvency or demal of hablhty by the insurance company exonerate LICENSOR from hablhty E Any of the ~nsurance pohc~es required under th~s section may be written in combination w~th any of the others, where legally permttted, but none of the specified limits may be lowered thereby IX Warrant~es A Warranty of T~tle LICENSOR warrants that ~t has good title to the Hardware sold pursuant to th~s Agreement and the right to sell ~t to CITY free of any proprietary rights of any other party or any other hen or encumbrance LICENSOR further warrants that ~t has good t~tle and all proprietary rights to the FASTER Fleet Mmntenance Software to enable It to hcense its use to CITY free of any proprietary rights of any other party or any other encumbrance B Application Soflware Warranty LICENSOR warrants that its Software will perform free of defects that would prevent the System from operating in the manner described in the Contract documents and any other related user documentation for the version installed This Warranty shall commence upon date of acceptance by CITY as defined by LICENSOR's License Agreement LICENSOR does not warrant or represent that the Soitware or documentation is completely free of errors and that it will always operate without interruptions With respect to any bug or error contmned in the code delivered by LICENSOR and reported by the CITY m writing to the LICENSOR within one year of installation, LICENSOR shall design, check out, correct, deliver and install any corrections, updates, modifications, bug fixes, etc that may be reasonably necessary to correct such bug or error C Special Year 2000 Warranty In addition to the above warranties, CCG warrants that each hardware, software, and firmware product delivered under the contract(s) shall be able to accurately process date data (including, but not limited to, calculating, companng, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by CCG, provided that all other interfaces (e g, hardware, soilware, firmware) used in combination with such product properly exchange date data with it This warranty shall apply to Contractor's products as a system The duration of this warranty and the remedies available to the City of Denton, Texas for breach of this warranty shall be as defined in, and subject to, the terms and limitations of CCG's standard commercial warranty or warranties contmned in the contract(s), provided that, notwithstanding any provision to the contrary m such commercial warranty or warranties, the remedies available to the City of Denton, Texas under this warranty shall include repair or replacement of any Contractor-supphed product whose non-compliance is discovered and made known to Contractor in writing Nottung in this warranty shall be construed to limit any rights or remedies the City of Denton, Texas may otherwise have under the contract with respect to defects other than Year 2000 performance X Assignment Neither CITY nor LICENSOR shall assign or otherwise transfer any right of ~nterest in this Contract, in the System, or any of components of the System, an whole or ~n part, to anyone, including any parent, subsidiaries, affiliated entitles or third parties, or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorgamzatlon, including by operation of law, without the other party's prior written consent Such consent shall not be unreasonably withheld XI Force Majeure Neither party shall be in default or otherwise liable for any delay In or failure of ~ts performance under this Contract if such delay or failure arises by any reason beyond ItS reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, nots or failures or delay ~n transportation or commumcat~ons The partaes wall promptly anfonn and consult wath each other as to any of the above causes, whmh m their judgment may or could be the cause of a delay in the performance of this Contract XII Notices All not~ces, commumcataons and reports reqmred or permitted under th~s Contract shall be personally delivered or totaled to the respectave partaes by depositing same an the United States marl, postage prepaid, at the addresses shown below, unless and until either party is otherwise notffied in wntang by the other party, at the following addresses If to CITY C~ty of Denton 215 E McKlnney Denton, Texas 76201 Attn Cary Tower If to LICENSOR CCG Systems, Inc 2200 Colomal Ave, #23 Norfolk, VA 23517 Mmled notmes shall be deemed commumcated as of five (5) days after mmllng regular mml XIII Independent Contractor LICENSOR covenants and agrees that he or she as an independent contractor and not an officer, agent, servant or employee of CITY, that LICENSOR shall have exclusave control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omlssaons of ~ts officers, agents, employees, contractors, subcontractors and consultants, that the doctnne of respondent superior shall not apply as between CITY and LICENSOR, its officers, agents, employees, contractors, subcontractors and consultants, and nothing hereto shall be construed as creating a partnership or joint enterprise between CITY and LICENSOR XIV General Prowsaons A Entire Agreement Thas Contract embodies the complete agreement of the part,es hereto superseding all oral or written prevaous and contemporary agreements between the parties mlatang to matters herean and, except as otherwise provaded herem, cannot be modified wathout written agreement of the parties Th~s contract supersedes all shnnk-wrap and "clack to accept" provasaons otherwme prowded by LICENSOR B Severablhty If any of the terms, sections, subsections, sentences, clauses, phrases, prommons, covenants, conditions or any other part of this Contract are for any reason held to be invalid, void or unenforceable, the remainder of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, conditions or any other part of this Contract shall remain m full force and effect and shall in no way be affected, impaired or invalidated C Remedies No right or remedy granted herein or reserved to the parties 1s exclusive of any right or remedy herein by law or equity provided or permitted, but each shall be cumulative or every right or remedy given hereunder No covenant or condition of fins Contract may be waived without consent of the parties Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Contract D Govermng Law This Contract xs entered ~nto subject to the Denton City Charter and ordinances of CITY, as they may be amended from time to time, and ~s subject to and is to be construed, governed and enforced under all applicable State of Texas and federal laws If legal action is necessary to enforce ttus Contract, venue shall lie exclusively in the courts of Denton County, Texas E Headings The headings of th~s Contract are for the convemence of reference only and shall not affect m any manner any of the terms and conchtlons hereof F As a matter ofpohcy w~th respect to CITY projects and procurements, CITY also encourages the use, if applicable, of qualified contractors, subcontractors and suppliers where at least fifty-one percent (51%) of the ownership of such contractor, subcontractor and supplier is vested m racial or ethnic minorities or women In the selection of subcontractors, suppliers or other persons in orgamzatlons proposed for work on this Contract, CONTRACTOR agrees to consider this policy and to use ~ts reasonable and best efforts to select and employ such company and persons for work on this Contract G Read and Understood Each party acknowledges that it has read and understands this Contract and agrees to be bound by its terms H Construction of Contract Both parties have participated fully in the rewew and remslon of this Contract Any rule of construction to the effect that ambiguities are to be resolved agmnst the drafting party shall not apply to the interpretation of this Contract XV Specific Modfficatlons to CCG License Agreement No 201 and Attachments A The second sentence of the first paragraph of section IV A ~s hereby modified to mad as follows Customer does not presently dispute CCG's assertion that the programs, documentation, and all informatxon or data supplied by CCG, in machine readable form are trade secrets of CCG, are protected by civil and criminal law, or by the law of copyright, or that such 1terns may be very valuable to CCG, and Customer agrees that that their use and d~sclosure must be controlled B The first sentence of the third paragraph of section IV A is hereby modified to read as follows Customer shall endeavor to keep each and every item to which CCG retains title free and clear of all claims, hens and encumbrances except those of CCG, and any act of Customer, voluntary or involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be void C Items 2 a and 2 b of section IV B are hereby appended with the clause "except as otherwise provided herein" D Section IV C is hereby amended to strike the clause "by operation of law" E The first clause of the first sentence of section V B is amended to read "Except for the express warranties made within the contract documents, proposals and spemficat~ons," F The first paragraph of Section VI ~s hereby amended to read as follows Tbas agreement can not be reassigned by either Customer or CCG without the pnor written consent of the other party hereto Any attempt to assign any of the rights, duties, or obhgat~ons ofth~s agreement w~thout such consent is vmd EXECUTED at Denton, Denton County, Texas, on the day and year first above written PRINTED/TYPED NAME 3 - Title WITNESS CITY OF DENTON, TEXAS/ City Manager ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT ~EY STATE OF TEXAS y Acknowledgment ' DENTO<N/' § the undersigned authority, a Notary in and for the State of Texas, on this _, to be the person and officer whose name is the foregoing acknowledged to me that he executed same for and as the act of , and as thereof, expressed and in the capacity therein expressed GIVEN UNDER AND OFFICE on this the __ day of ,19 Notary 7 Texas Notary's Pnnted Name THE STATE OF TEXAS § City Acknowledgment COUNTY OF DENTON § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared MICHAEL W JEZ, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of the CITY OF DENTON, TEXAS, a municipal corporation of the State of Texas, Denton County, Texas, and as the City Manager thereof, and for the purposes and consideration therein expressed and in the capacity therein expressed ,/ GIVEN UNDER MY HAND AND SEAL OF O~/~ on this the ~ day  $°tary"~/~ m' S~['t-~ ° f Te~/t Notary's Pnnted Name/ CCG SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT LICENSE AGREEMENT NO. 201 CCG Systems, Inc hereinafter referred to as ~CCG', agrees to grant to City of Denton hereinafter referred to as "Customer", and Customer agrees to accept from CCG, Inc m accordance w~th the follow~ng terms and cond~tlons, a permanent non-exclumve single site license for use of CCG proprietary software as detailed m Schedule A I CCG SUPPLIED PRODUCTS A Software Designation FASTER Fleet Management System as d~agramed ~n Attachment B B Support Services as listed ~n Attachment A C Other Services As hsted m Attachment A II PAYMENT TERMS Payment m due on all dehvered software and services with the following schedule and as described in the acceptance document approved by CCG Systems and Customer · Start of Project Receipt of Purchase Order Net 30 days 30% of total contract · Satisfactory Installation of Software Net 30 days 30% of total contract · Completion of Initial Trmmng Net 30 days 20% of total contract · Acceptance of System and Completion Net 30 days 20% of total contract of Follow-up Trmnmg III. TAXES Pnces and fees are exclumve of all federal, state, municipal, or other government, excxse, sales, use, occupational, or hke taxes now m force or enacted ~n the future and, therefore, prices are subject to an increase equal m amount to any tax CCG may be required to collect, or pay, upon the sale or dehvery of ~tems purchased or hcensed If a certificate of exemption, or mmllar document or proceeding, ~s to be made ~n order to exempt the sale from sales or use tax hablhty, the Customer will obtain and pursue such certificate, document or proceedm§ Page 1 of 14 IV. PROPRIETARY RIGHTS OF CCG Systems, Inc. IN THE SOFTWARE A. THE NATURE OF THESE RIGHTS, AND TITLE Customer recogmzes that the computer programs, system documentatton manuals, and other materials supphed by CCO to Customer are sublect to the proprietary rights of CCG Customer agrees with CCG that the programs, documentatmn, and all lnformatmn or data supplied by CCG, in machine-readable form are trade secrets of CCG, are protected by C~vll and crlmmal law, and by the law of copyright, are very valuable to CCG, and that their use and disclosure must be controlled Customer further understands that operator manuals, training aids, and other written materials are subject to the copyright act of the United States TITLE CCG retains tffie to the programs, documentation, mformat~on or data furnished by CCG m machine-readable form, and training materials CCG does not retmn title to operator manuals and other materials bearing the CCG copyright notice, but these ~tems shall not be copied except as herein prowded Customer shall keep each and every item to whmh CCG retains t~tle free and clear of all claims, hens and encumbrances except those of CCG, and any act of Customer, voluntary or mvoluntary, purporting to create a clmm, lien, or encumbrance on such an ~tem shall be void B. RESTRICTIONS ON CUSTOMER USE The computer programs and other ttems supplied by CCG hereunder are for the sole use of Customer at their location, supporting only work stations operated by Customer 1 COMPETITIVE USES Customer agrees that wh~le this license xs in effect or while he has custody or possessmn of any property of CCG, he will not directly or indirectly lease, hcense, sell, offer, negotiate, or contract for any software similar to that supplied under this hcense, but thru clause shall not be construed to prohibit Customer from acqunung, for his own use, software from third parties 2 COPIES Customer understands that he is able to make regular backups of all programs and data Customer agrees that wh~le this license is in effect, or while he has custody or possession of any property of CCG, he vail not a Copy or duphcate, or permit anyone else to copy or duphcate, any phymcal or magnetic vermon of the programs, documentation, or information fummhed by CCG ~n machine-readable form b Create or attempt to create, or permit others to create or attempt to create, by reverse engineering or object program or otherv~se, the source programs, or any part thereof, from the object program or from other information made avmlable under this license otherwise, (whether oral, written, tangible, or intangible) Customer may copy for h~s own use, and at his own expense, operator manuals, tralmng materials, and other terminal copies made for their dmtnbut~on P~e2ofl4 3 USE RESTRICTIONS The computer programs hcensed hereunder shall be used only on the networked PC's and thmr assocmted peripheral umts at the same s~te Customer shall admse CCG m advance of the manufacturer and the serial number of the PC's and their sxte location 4 INSPECTION To assist CCG m the protectwn of ~ts proprietary rights, Customer shall permit representatives of CC(} to ~nspect, at all reasonable t~mes, any locatwn at which ~tems supphed are being used or kept C TRANSFER OF LICENSE RIGHTS The Customer's rights to use the programs, documentation, manuals, and other materials supphed by CCG under this agreement shall not be asmgned, hcensed, or transferred to a successor, afflhate or any other person, firm, corporation, or orgamzatlon voluntarily, by operahon or ]aw, or m any other manner w~thout the prior written consent of CCG D. REMEDIF-~ If Customer attempts to use, copy, hcense, or convey the ~tems supphed by CCG hereunder, m a manner contrary to the terms of thru agreement or in competition w~th CCG or m derogation of CCG's proprietary rights, whether these rl§hts are exphc~tly herein stated, determined by law, or otherwise CCG shall have, ~n addition to other remedies available to ~t, the r~ght to seek ~njunct~ve rehef enjmmn§ such achon E. BINDING EFFECT AND DEFINITIONS The Customer agrees that thru agreement b~nds the named Customer and each of ~ts employees, a§ents, representatives, and persons associated with ~t Thru agreement further binds each aff'fllated orgamzat~on and any person, firm, corporation, or other orgamzahon uath which the Customer may enter a joint venture or other cooperative enterprme The term employee means ~nd~v~dual on whose behalf the Customer w~thholds ~ncome taxes or makes contributions under the federal ~nsurance contributions act or mmllar statutes m other nat~ons V. WARRANTY A. SOFTWARE For one (1) year follow,n§ ~nstallat~on, CCG v~ll design, code, check out, document, and dehver promptly any amendments or alterations to the software that may be required to correct errors present at the time of acceptance Thru warranty is cont~n§ent upon Customer adwslng CCG in writing of such errors within one (1) year from ~nstallatwn as defined herren Follow,n§ the warranty period Customer may continue to receive CCG's software maintenance by Customer's executwn of CCG's then standard agreement and payment of CCG's then current charge for such maintenance B. NO OTHER WARRANTIES Page 3 of 14 Except for the express warrant~es stated m paragraph V A above, CCG dmclalms all warranties v~th regard to the CCG product sold hereunder, including all implied warranties of marketability and fitness and all obligations or hablhtles on the part of CCG for damages including, but not limited to, consequential damages arming out of, or in connection w~th, the use or performance of the system VI. GENERAL This agreement is not can not be reassigned without prior written consent of CCG Any attempt by Customer to assign any of the r~ghts, duties, or obligations of this agreement without such consent m void This agreement can be modified by a written agreement duly mgned by persons authorized to s~gn agreements on behalf of Customer and of CCG, and variance from the terms and condltwns of this agreement in any order or other written notification from the Customer will be of no effect If any provlmon or prows~ons of thru agreement shall be held to be mvahd, illegal, or non-enforceable, the vahdlty, legality, and enforceability of the remaining prowmons shall not m any way be affected or impaired thereby No action, regardless of form, arming out of thru agreement may be brought by either party more than three {3} years after the cause of action has arisen, or, in the case of non-payment, more than three {3) years from the date of the last payment This agreement will be governed by the laws of the State of Texas acknowledges that he has read this agreement, understands it, and agrees to be bound by ~ts terms and cond~hons Further, the Customer agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement The source code to all FASTER CS fleet management software is kept at the CCG Systems, Inc offices m Norfolk, VA An escrow account may be estabhshed specflically for the City of Denton v~th the CCG Systems, Inc Escrow Agent A set up fee and an annual maintenance fee for this escrow account will apply However, CCG System, Inc in the event that they are no longer able to support, enhance, and further market the FASTER C/S Software, they will make available all source code to all customers who are active and up to date on their support ser~ce contract with CCO Systems See Attachment C TO: CCG SYSTEMS, INC -I By By ~_~A~,-A~.~ ~ ~ ~-~/(~ Title T~tle ~ ~ o Page 4 of 14 CCG SYSTEMS, INC. SOFTWARE MAINTENANCE AGREEMENT MAINTENANCE AGREEMENT NO. 201 NAME AND ADDRESS OF CUSTOMER: TERMS This agreement includes automatic renewal on an annual basis with annual fees to be established on the then current CCG Systems rate This agreement may be terminated by either party having prowded 50 days prior written notice to the other party FEE Maintenance fee shall be payable yearly m advance The fee for the period be~lnmng (1) one year from the date of installation and ending (1) year following the beginning is .......... This fee covers support services for the FASTER fleet management system as specified in detail in Attachment A Schedule of services and vail not be increased more than 15% m any calendar year Escalation 1units of this maintenance contract price va11 not exceed a 30% increase over the foreseeable hfehme of the product Changes in terms, conditions and fees CCG may change its soft-ware maintenance fees, terms, and conditions upon 90 days written notice to customer, but no such change shall be effective until the current software maintenance contract expires TAXES AND DUTIES There shall be added to maintenance fees and other charges to this agreement amounts equal to any tariff, duties and/or sales or use tax, or any tax in lieu thereof, imposed by any government or governmental agency with respect to the services rendered by CCG under this agreement COVERAOE The software covered in this agreement includes FASTER, the fleet management system, and all optmns/addlt~ons outlined in Attachment A This agreement also covers all ongoing support and training which include, but are not limited to, phone consultation, site visits {when possible), regional trmnmg, participation in the annual users' conference, regular newsletters, bug fixes, and periodic updates to the software, with accompanying updates to the user manual See Attachment D Durln§ the term of this aEreement, CCG vall correct or replace software and/or provade services necessary to remedy any programming error which is attributed to CCG and which mgnlficantly affects use of the software Such corrections, replacement or serwces will be promptly accomplished after customer has identified and notified CCG of any such error Customer a~rees to prowde CCG with dumps, as requested, and with sufficient support and test time on customer's computer system to duplicate the problem and certify that the problem has, indeed, been fixed Page 5 of 14 Customer shall mform CCG ~n wrltmg of any modlficahons made by customer to the software CCG shall not be responsible for mmntmnmg customer-modified portions of the software or for maintaining port~ons of the software affected by customer-modified portions of the software Corrections for difficulties or defects traceable to customer errors or system changes will be billed at standard CCG's t~me and materials rates Prices include a t~me rate of $95 00/hr and materials billed at cost These prices are subject to reasonable Increases Any correctmns or alterations to, or new vermons of, the software that CCG may dehver to customer under this agreement shall be bruited to one copy of such software and documentation dehvered to the customer TRAVEL EXPENSE Customer shall reimburse CCG for any out-of-pocket expenses ~ncurred at customer's request, including travel to and from the customer rote, lodging, meals, telephone, and shlpp~n§, as may be necessary in connection with duties performed under this agreement by CCG PROPRIETARY RIGHTS Any changes, additions, and enhancements m the form of new or partial programs or documentation as may be prowded under this agreement, shall remain the proprietary property of CCG The software programs specified above will Include, under ~ts proprietary restrictions, any such additional programming and documentation provided under thru agreement TERMINATION In the event of termination of the software hcense agreement, specified above, through default by customer CCG's obhgat~ons under thru software maintenance agreement shall immediately end CCG may termmate this agreement m the event of default by Customer Default by the customer includes Customer's failure to pay the annual maintenance w~thm 30 days not~ce that the same m thirty days or more dehnquent GENERAL This agreement m binding when accepted by CCG Systems, Inc and the City of Denton indicated by the authorized m~atures below Thru agreement will be governed by the laws of the State of Texas The terms and conditions stated herein supersede all prior agreements between part~es relating to the subject matter of thru agreement This agreement may be changed or modified only ~n writing )M]~R CCG SYSTEMS, INC T~tle 'title 0 ~ © Page 6 of 14 ATTACHMENT A Software FASTER CS Server Software $12,000 00 11 Workstations 13,200 00 Fuel Interface 1,800 00 Eqmprnent Convermon Not to Exceed 1,500 00 Accounting Interface to LGFS Not to Exceed 5,000 00 Total Cost $33,500 O0 Support Services Annual Support Services after first year $5,500 O0 Project Management Cnvcn the szze of your orgamza~.on and the scope of thc installation, we are recommending a Project Managemant Team approach for the City of Danton tmplementat~on of FASTER Thc Project Team will consist of several professionals and will include a project manager, an installer and a ~amer, all of whom will parmer with you during the anm'e lmplemantat~on and training process A description of each activity, as well as the mum recommended number of days ~s listed below The project manager will be the hmson between the Cgy of Denton and CCG Systems, Inc Project management will include both on-sxte and off-site actxwttes On-s~te pre-tmplementatton support includes, but ~s not lumted to, dd'mmon of any fmancml system interface reqmrements (reqmred to determine a cost), finalizing the file conversmn spemficaUons and determining the relattonshtp between your current system and the FASTER system (reqmred to determine a cos0, a revxew of your current processes, defining the FSTER Table Look-Up codes, plannmg for the maplementat~on rewew~ng staff ~'ammg needs and fmahzmg the on-site, han&-on tratmng schedule for all cfiy employees who will be using the FASTER system Total Cost $5,000 00 Installation Installation of the Software 3 days at $750 per day $2,250 00 Travel and Ltwng Allotment 1,200 00 Total Costs $3,450 00 Page 7 of 14 Training 5 days at $750 per day $3,750 00 Travel and Living Allotment 1,600 00 Total Costs $4,350.00 Follow Up Training (Optional - highly recommended) 2 days at $750 per day $1,500 00 Travel and L~wng Allotment 1,000 00 Total Costs $3,500 00 The dia[[nostics paciml[e m a reqmred option that allows the CCG Team to d~al ~n d~rectly to the Denton system to proxade on s~te diagnostics remotely This procedure has been added ~n the last year and found to be a service enhancement that greatly reduces problem solving tnne A phone hne needs to be available for the modem which will be attached to available COM ports on one of the Shop PC's There are no custom~zatlons or convermon specified m the proposal These services are avmlable from CCG Systems wxth pricing quoted from defined spec~ficatlons CODE SOFTWARE ik HARDWARE PRICING (Optzonal} Bar Coding Interface This software product g~ves you the entering ~nformat~on rumply scanning a bar code Laser guns are used and labor transactions handheld can be used for taking The software s for parts and work orders Purchase Price $3,000 00 Annual Support Services 450 00 On-Site Trmnmg (2 days ~ 1,500 00 Travel & Living allotment 1,000 00 Printers Datamax (FARGO) : Code Label Printer (203 dots-per-inch,: per second) $1,495 00 Labels [', 9375"] Case of 6 150 00 Ribbon rolls of labels ~ $40 ea ) Mlmmum of 2 80 00 W O HPLJ 5N Laser Printer 00 Ne (if reqmred} Page 8 of 14 Bar Readers -HP undecoded laser gun (large) 995 00 gun cable 49 00 STI D54 02 or $ 219 00 Wedge Cable Set for & VT510 CRT's) or WY 160 cable set for Wyse $40 O0 Handhalds 56K $ 1,195 00 295 00 Custom CCG 100 00 Handling billed at actual cost Customization Capabilities and Costs One of CCG's strengths is the ablhty to provide customization solutions for the conversion and transfer of any mformat~on to or from the FASTER system CCG's systems analysts have written successful software transfers for fuel systems, bar coding systems, graphics packages, accounting and finance systems, word processing apphcat~ons, and numerous customer requests for special programs Since custormzatmn is always Slte-specffic, g m difficult to prowde more than an estimate of costs Once the specfficatlnns have been clearly def'med, a cost can be finalized based on nme and material and a NOT TO EXCEED quote will be submitted for your approval Customization costs are $750 per day/S95 an hour There is a 15% annual support servme cost for these customizatlons This will be renewable annually File Conversions The Ume involved ~n converting extstmg files to a new fleet system is s~te-specffic If the demslon ~s made to convert records, CCG wall provtde a NOT TO EXCEED quote based on your s~te specific needs Th~s ~s a one t~me fee at $750 a day/S95 an hour Accounting Interface InformaUon from the FASTER system can be exported to the General Ledger program, ~f destred Once the specfficatlons have been fmahzed, a cost can be detenmned based on time and materials and a NOT TO EXCEED quote wdl be provtded for your approval Annualsupportservmeswtllbe 15% ofthe total cost of the acconntmg interface This wdl be renewable annually Page 9 of 14 NOTES Aliapphcat~onsoftwarecostsm¢ludeonesetofdocumentat~on Add~t~onal cop~es can bc made at your locat~on or they can be purchased from CCG 2 Training and follow.up lrammg are vital to maintaining a h~gh level of proficiency within your operation Includ~n§ add~onal on-s~te training days m your yearly support services is one way to maximize your staffs potential The cost of training/consulting is $750 per day plus travel and hwng 3 It ~s necessary that when a NETWORKED version of FASTER has been selected that preparation for the F.4$TER installation include a fully operational network Page 10 of 14 ATTACHMENT B FASTER Sb, mm Overview ~4~9 Page 11 of 14 Attachment D Support serwces are renewable annually at 20 % of the total software, ~nterface and customization costs Our Support services ~nclude, but are not limited to, the following Annual S,te Vls,t Ten 800 Support L~nes - Normal support hours are 8 00 am - 8 00 PM Monday through Friday 24-hour support through the use of emergency numbers Monthly FASTER News Newsletter Regional training workshops offered every year * NatIonal User's Conference that ~ncludes nationally known speakers who are experts m the fleet ~ndustry * .' Free custom~zed reports generated through Global Report Writer ~' All new enhancements to the FASTER system ~' Overmght dehvery at no extra charge ~ Quarterly For Customers Only Newsletter .' Annual FASTER System Adm~mstrator Tra~mng .' Modem access for ~mmed~ate troubleshoobng and tra~mng · ~ Guaranteed maximum three (3) hour response bme CCG Web Server prowd~ng Internet access to FASTER Benchmark~ng Database and supplemental ema~l, technical support, ~nformat~on *Note A small registration fee ~s charged to defray out-of -pocket expenses Page 14 of 14