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R2018-211 2018-11-12 RESOLUTION NO. R2018-211 A Resolution of the City Council of the City of Pearland, Texas, renewing a Software Maintenance Contract with Superion, LLC (formerly Sungard HTE/OSSI), in the estimated amount of$288,093.80. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City previously awarded a contract for software maintenance services associated with the OSSI, H.T.E \Naviline Software and the TRAKIT Software. Section 2. That the OSSI, H.T.E \ Naviline software and the TRAKIT Software maintenance contract will renew for the period of October 1, 2018 through September 30, 2019. Section 3. That the City Manager or his designee is hereby authorized to renew a Software Maintenance Contract with Superion LLC (formerly SunGard HTE/OSSI), including the Maintenance Cost Schedule, a copy of which is attached hereto as Exhibit "A". PASSED, APPROVED and ADOPTED this the 12th day of November, A.D., 2018. 2t- TOM REID MAYOR ATTEST: Y�ING LO" _ �' w, r SEC- APPROVED AS TO FORM: IIII‘0`````` DARRIN M. COKER CITY ATTORNEY Exhibit A Invoice '4I SUE R I N Invoice No Date Page 214601 8/29/2018 1 of 8 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland(OSSI) City of Pearland(OSSI) Police Department Police Department 2555 Cullen Parkway 2555 Cullen Parkway PEARLAND TX 77581 PEARLAND TX 77581 United States United States Attn.John Knight Attn.John Knight Customer No Customer Name Customer PO# Currency Terms Due Date i 6025LG Pearland Police Department USD Net 30 9/28/2018 Description Units Rate Extended Contract No.80654 1 ONESolution Police-to-Police-Annual Subscription Fee 1 $0.00 $0.00 OSSI Police to Police Annual Subscription Fee Maintenance:Start:10/1/2018,End:9/30/2019 2 ONESolution Computer-Aided Dispatch System-Annual 1 $15,090.64 $15,090.64 Maintenance Fee OSSI Base Computer Aided Dispatch System Tier 3 Maintenance:Start:10/1/2018,End:9/30/2019 3 ONESolution CAD Map Display&Map Maint Software Lic- 1 $1,193.36 $1,193.36 Annual Maintenance Fee ONESolution CAD Map Display and Map Maintenance Software License Maintenance:Start:10/1/2018,End:9/30/2019 4 ONESolution CAD Map Display&Map Maint Software Lic- 3 $433.97 $1,301.90 Annual Maintenance Fee ONESolution Additional CAD Map Display&Map Maintenance Client License Maintenance:Start:10/1/2018,End:9/30/2019 5 ONESolution Map Converter Software-Annual Maintenance Fee 1 $759.42 $759.42 OSSI Map Converter Software Maintenance:Start:10/1/2018,End:9/30/2019 6 ONESolution CAD Client AVL License-Annual Maintenance Fee 4 $433.96 $1,735.86 ONESolution CAD Client AVL License Maintenance:Start:10/1/2018,End:9/30/2019 7 ONESolution Crime Analysis Plus-Annual Maintenance Fee 1 $3,375.17 $3,375.17. OSSI-Crime Analysis Plus Module Maintenance:Start:10/1/2018,End:9/30/2019 8 ONESolution E911 Interface-Annual Maintenance Fee 1 $1,193.36 $1,193.36 OSSI E911 Interface Module Maintenance:Start:10/1/2018,End:9/30/2019 `�_ I invoice l SUPER I O I V Invoice No Date Page S\ 214601 8/29/2018 2 of 8 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 • Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland(OSSI) City of Pearland(OSSI) Police Department Police Department 2555 Cullen Parkway 2555 Cullen.Parkway PEARLAND TX 77581 PEARLAND TX 77581 United States United States Attn.John Knight Attn.John Knight Customer No Customer Name Customer PO# Currency_ 1 Terms Due Date 6025LG Pearland Police Department USD Net 30 9/28/2018 Description Units Rate Extended 9 ONESolution CAD to CryWolf Interface-Annual Maintenance 1 $1,627.32 $1,627.32 Fee OSSI-CAD Interface to CryWolf Maintenance:Start:10/1/2018, End:9/30/2019 10 ONESolution Records Management System-Annual 1 $10,704.13 $10,704.13 Maintenance Fee OSSI Client Base Records Management System-30 Workstation Maintenance:Start:10/1/2018,End:9/30/2019 11 ONESolution RMS Map Display&Pin Mapping License-Annual 1 $1,157.22 $1,157.22 Maintenance Fee OSSI RMS Map Display and Pin Mapping License-30 • Workstation Maintenance:Start:10/1/2018,End:9/30/2019 12 ONESolution Accident-Annual Maintenance Fee 1 $867.89 $867.89 OSSI Basic Accident Module-30 Workstation Maintenance:Start:10/1/2018,End:9/30/2019 13 ONESolution Accident Wizard Base Server License-Annual 1 $964.33 $964.33 Maintenance Fee OSSI Accident Wizard Base Server License Maintenance:Start:10/1/2018, End:9/30/2019 14 ONESolution Accident Wizard-Annual Maintenance Fee 43 $28.93 $1,243.88 OSSI Accident Wizard Workstation License Client+5 for Moblan Maintenance:Start:10/1/2018, End:9/30/2019 15 ONESolution Barcoding Server License-Annual Maintenance 1 $1,060.78 $1,060.78 Fee OSSI Bar Coding Server License-30 Workstation Maintenance:Start:10/1/2018,End:9/30/2019 16 ONESolution Barcoding Hand-Held Client License-Annual 1 $307.61 $307.61 Maintenance Fee OSSI Bar Coding Hand-Held Client License(Each) Maintenance:Start:10/1/2018,End:9/30/2019 invoice `� S U P E R I O N � Invoice NoM Date Page �� 214601 8/29/2018 3 of 8 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland(OSSI) City of Pearland(OSSI) Police Department Police Department 2555 Cullen Parkway 2555 Cullen Parkway PEARLAND TX 77581 PEARLAND TX 77581 United States United States Attn.John Knight Attn.John Knight Customer No Customer Name Customer PO# Currency Terms Due Date 6025LG Pearland Police Department USD Net 30 9/28/2018 Description Units Rate Extended 17 ONESolution Notification-Annual Maintenance Fee 1 $1,870.81 $1,870.81 OSSI Notification Module-30 Workstation Maintenance:Start:10/1/2018,End:9/30/2019 • 18 ONESolution Remote Lineup-Annual Maintenance Fee 1 $1,446.51 $1,446.51 OSSI-Remote Lineup Application-30 Maintenance:Start:10/1/2018,End:9/30/2019 19 ONESolution Residential Security Watch-Annual Maintenance 1 $675.05 $675.05 Fee OSSI Residential Security Watch Module-30 Workstation Maintenance:Start:10/1/2018,End:9/30/2019 20 ONESolution RMS Training Module -Annual Maintenance Fee 1 $675.05 $675.05 OSSI Training Module-5 Workstation Maintenance:Start:10/1/2018,End:9/30/2019 21 ONESolution Canine Tracking-Annual Maintenance Fee 1 $1,060.78 $1,060.78 OSSI RMS Canine Tracking Module Maintenance:Start:10/1/2018,End:9/30/2019 22 ONESolution Crime Analysis-Annual Maintenance Fee 1 $2,410.85 $2,410.85 OSSI Crime Analysis Module-Client License Maintenance:Start:10/1/2018,End:9/30/2019 23 ONESolution Link Analysis-Annual Maintenance Fee 1 $3,375.17 $3,375.17 OSSI-Link Analysis Module Maintenance:Start:10/1/2018,End:9/30/2019 24 ONESolution Professional Standards-Annual Maintenance Fee 1 $3,375.17 $3,375.17 OSSI Professional Standards(Internal Affairs)Module Client Maintenance:Start:10/1/2018,End:9/30/2019 25 ONESolution Quartermaster-Annual Maintenance Fee 1 $1,060.78 $1,060.78 OSSI-QuarterMaster Module-5 Maintenance:Start:10/1/2018,End:9/30/2019 26 ONESolution Pawn Shop/Pawn Watch-Annual Maintenance Fee 1 $482.18 $482.18 OSSI Pawn Shop/Pawn Watch-5 Workstation Maintenance:Start:10/1/2018,End:9/30/2019 • �_ Invoice SUPERION Invoice No Date Page i 214601 8/29/2018 4 of 8 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To • City of Pearland(OSSI) City of Pearland(OSSI) Police Department Police Department 2555 Cullen Parkway 2555 Cullen Parkway PEARLAND TX 77581 PEARLAND TX 77581 United States United States Attn.John Knight Attn.John Knight Customer No Customer Name Customer PO# Currency Terms Due Date ( 6025LG Pearland Police Department USD Net 30 9/28/2018 Description Units Rate Extended 27 ONESolution Intelligence-Annual Maintenance Fee 1 $1,446.51 $1,446.51 OSSI-Intelligence Module Maintenance:Start:10/1/2018,End:9/30/2019 28 ONESolution Jail Management System-Annual Maintenance 1 $2,893.00 $2,893.00 Fee OSSI Client Jail Management System Module-5 Workstation Maintenance:Start:10/1/2018, End:9/30/2019 29 JMS-MS DISPLAY-Annual Maintenance Fee . 1 $2,121.55 $2,121.55 OSSI Client Mugshot Display Software License-30 Workstation Maintenance:Start:10/1/2018, End:9/30/2019 30 ONESolution Mugshot Capture Station Software-Annual 1 $1,060.78 $1,060.78 Maintenance Fee OSSI Mugshot Capture Station Software Only • Maintenance:Start:10/1/2018,End:9/30/2019 31 ONESolution State Livescan Interface-Annual Maintenance Fee 1 $1,639.37 $1,639.37 OSSI State Livescan Interface Maintenance:Start:10/1/2018,End:9/30/2019 32 ONESolution State/NCIC Messaging Software-Annual 1 $4,339.50 $4,339.50 Maintenance Fee OSSI's Integrated Messaging Software Switch Maintenance:Start:10/1/2018,End:9/30/2019 33 ONESolution MCI Client License for Message Switch-Annual 4 $65.09 $260.36 Maintenance Fee OSSI-LAN Client License for Message Switch Maintenance:Start:10/1/2018,End:9/30/2019 34 ONESolution Mobile Server Software-Annual Maintenance Fee 1 $9,112.98 $9,112.98 OSSI Base Mobile Server Software Client Up to 150 Workstations Maintenance:Start:10/1/2018,End:9/30/2019 35 ONESolution Mobile Field Reporting Server-Annual 1 $6,750.36 $6,750.36 Maintenance Fee OSSI Review Module for Field Reporting Up to 150 Workstions Maintenance:Start:10/1/2018, End:9/30/2019 Invoice 1® S U P E R I O N Invoice No Date Page 214601 8/29/2018 5 of 8 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland(OSSI) City of Pearland(OSSI) Police Department Police Department 2555 Cullen Parkway 2555 Cullen Parkway PEARLAND TX 77581 PEARLAND TX 77581 United States United States Attn.John Knight Attn.John Knight Customer No Customer Name Customer PO# Currency Terms Due Date 6025LG Pearland Police Department • USD Net 30 9/28/2018 Description Units Rate Extended 36 ONESolution MCT Client-Digital Dispatch-Annual Maintenance 101 $191.90 $19,381.70 Fee OSSI MCT Client for Digital Dispatch Maintenance:Start:10/1/2018, End:9/30/2019 37 ONESolution MFR Client-Arrest-Annual Maintenance Fee 35 $57.87 $2,025.29 OSSI Mobile Arrest Module+5 for Moblan Maintenance:Start:10/1/2018,End:9/30/2019 38 ONESolution MFR Client-Accident Reporting-Annual 35 $96.44 $3,375.49 Maintenance Fee OSSI-MFR Client-Accident Reporting+5 for Moblan Maintenance:Start:10/1/2018,End:9/30/2019 39 ONESolution MFR Client-Annual Maintenance Fee 80 $191.90 $15,351.84 ONESolution MFR Client Maintenance:Start:10/1/2018,End:9/30/2019 40 ONESolution MFR Client-MOBLAN Version-Annual 5 $96.44 $482.21 Maintenance Fee OSSI-MFR Client-MOBLAN Version(Report Writing Room) Maintenance:Start:10/1/2018,End:9/30/2019 41 ONESolution MFR Client-Citation-Annual Maintenance Fee 35 $96.44 $3,375.49 OSSI-MFR Client Citation+5 for Moblan Maintenance:Start:10/1/2018,End:9/30/2019 42 ONESolution MCT Client AVL License-Annual Maintenance Fee 1 $7,594.15 $7,594.15 OSSI AVL Server Host License Maintenance:Start:10/1/2018,End:9/30/2019 43 ONESolution MCT Client AVL License-Annual Maintenance Fee 18 $28.93 $520.70 OSSI Client AVL Mobile License-For Fire Maintenance:Start:10/1/2018, End:9/30/2019 44 ONESolution MCT to ACS FIREHOUSE Interface-Annual 1 $1,627.32 $1,627.32 Maintenance Fee OSSI-MCT Interface to Firehouse Maintenance:Start:10/1/2018,End:9/30/2019 Invoice_ ®` SUIn E rsr-� I O N Invoice No Date Page 214601 8/29/2018 6 of 8 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com BiliTo Ship To City of Pearland(OSSI) City of Pearland(OSSI) Police Department Police Department 2555 Cullen Parkway 2555 Cullen Parkway PEARLAND TX 77581 PEARLAND TX 77581 United States United States Attn.John Knight Attn.John Knight Customer No Customer Name Customer PO# Currency Terms Due Date I 6025LG Pearland Police Department USD Net 30 9/28/2018 j Description Units Rate Extended 45 ONESolution Police-to-Citizen-Annual Maintenance Fee 1 $2,410.85 $2,410.85 OSSI Police to Citizen Maintenance:Start:10/1/2018,End:9/30/2019 46 ONESolution CAD OpCenter-Annual Maintenance Fee 1 $4,821.67 $4,821.67 OSSI-OPS CAD Maintenance:Start:10/1/2018,End:9/30/2019 47 ONESolution RMS OpCenter-Annual Maintenance Fee 1 $4,821.67 $4,821.67 OSSI-OPS RMS Maintenance:Start:10/1/2018,End:9/30/2019 48 ONESolution MCT Client-MAPS-Annual Maintenance Fee 101 $38.58 $3,896.28 OSSI Mobile Client Maps Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.90938 49 ONESolution MFR Client-Canine-Annual Maintenance Fee 2 $60.76 $121.53 OSSI Canine Module in MFR Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.100445 50 ONESolution TDEX Interface-Annual Subscription Fee 1 $289.29 $289.29 OSSI-Interface to TDEX Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.120076 51 ONESolution CAD Console License-Annual Maintenance Fee 4 $804.00 $3,216.02 OSSI Additional CAD Console License Maintenance:Start:10/1/2018,End:9/30/2019 52 ONESolution CAD Map Display&Map Maint Software Lic- 4 $412.26 $1,649.05 Annual Maintenance Fee ONESolution Additional CAD Map Display&Map Maintenance Client License Maintenance:Start:10/1/2018,End:9/30/2019 .Invoice — -- ) SUPERION Invoice No Date Page \\ 214601 8/29/2018 7 of 8 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland(OSSI) City of Pearland(OSSI) Police Department Police Department 2555 Cullen Parkway 2555 Cullen Parkway PEARLAND TX 77581 PEARLAND TX 77581 United States United States Attn.John Knight Attn.John Knight Customer No Customer Name Customer PO# Currency Terms Due Date 3 6025LG Pearland Police Department USD Net 30 9/28/2018 Description Units Rate Extended 53 ONESolution CAD Client AVL License-Annual Maintenance Fee 4 $433.96 $1,735.86 ONESolution CAD Client AVL License Maintenance:Start:10/1/2018,End:9/30/2019 54 ONESolution MCT Client License for Message Switch-Annual 4 $65.09 $260.36 Maintenance Fee OSSI-LAN Client License for Message Switch Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.141904 55 ONESolution Gang-Annual Maintenance Fee 1 $712.93 $712.93 Gang Profile Module Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.17643 56 ONESolution Records Management System Site License 1 $6,552.00 $6,552.00 Upgrade-Annual Maintenance Fee ONESolution Records Management System Enterprise License Upgrade Maintenance:Start:10/1/2018,End:9/30/2019 57 ONESolution Computer-Aided Dispatch Sys Enterprise Lic Upgr- 1 $2,520.00 $2,520.00 Annual Maintenance Fee ONESolution Computer-Aided Dispatch System Enterprise License Upgrade Maintenance:Start:10/1/2018,End:9/30/2019 58 ONESolution Mobile Server Software Site License Upgrade- 1 $10,919.99 $10,919.99 Annual Maintenance Fee ONESolution Mobile Server Software Enterprise License Upgrade Maintenance:Start:10/1/2018,End:9/30/2019 59 ONESolution Mobile Field Reporting Server Site License Upgr- 1 $20,664.00 $20,664.00 Annual Maintenance Fee ONESolution Mobile Field Reporting Server Enterprise License Upgrade Maintenance:Start:10/1/2018,End:9/30/2019 • _ _ _ _ __ Inv_oic_ e ) SUPERION� � Invoice No __�— V Date M . 1 I 214601 8/29/2018 8 of 8 i_ W 1000 Business Center Drive Lake Mary, FL 32746 • www.Superion.com Toll free 800-727-8088 . Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland(OSSI) City of Pearland(OSSI) Police Department Police Department 2555 Cullen Parkway 2555 Cullen Parkway PEARLAND TX 77581 PEARLAND TX 77581 United States United States Attn.John Knight Attn.John Knight i Customer No Customer Name Customer PO# Currency Terms Due Date i . 6025LGv–^w ' Pearland Police Department 4 v�` F Y USD A y Net 30 � 9/28/2018 j Description Units Rate Extended 60 ONESolution Jail Management System Site License Upgrade- 1 $1,260.00 $1,260.00 Annual Maintenance Fee ONESolution Jail Management System Enterprise License Upgrade Maintenance:Start:10/1/2018, End:9/30/2019 Please make remittance payable to Superion,LLC Subtotal $208,225.32 ACH/EFT: Routing Number 0710-000-39 Tax $0.00 Account Number 81880-15335 Bank of America(Phone 800432-1000) Invoice Total $208,225.32 E-mail payment details to:Accounts.Receivable@superion.com Check: Payments Applied $0.00 ' 12709 Collection Center Drive • Balance Due $208,225.32 Chicago, IL 60693 • Invoice ®`\ SUPERION Invoice No Date Page 214603 8/29/2018 1 of 1 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland City of Pearland(OSSI) Fire Marshall's Office Police Department Attn:Justin Arnold 2555 Cullen Parkway 2703 Veteran's Drive PEARLAND TX 77581 PEARLAND TX 77584 United States United States Attn.John Knight Customer No Customer Name Customer PO# Currency Terms Due Date I 6025LG Pearland Police Department USD Net 30 9/28/2018 1 Description Units Rate Extended Contract No.130872 1 ONESolution Multi-Jurisdictional RMS Option-Annual 1 $758A0 . $758.40 Maintenance Fee OSSI Multi-Jurisdictional RMS Option Maintenance:Start:10/1/2018,End:9/30/2019 2 ONESolution RMS Workstation-Annual Maintenance Fee 7 $275.37 $1,927.61 OSSI Additional RMS Workstation License Maintenance:Start:10/1/2018,End:9/30/2019 3 ONESolution RMS Map Display&Pin Mapping License-Annual 7 $36.72 . $257.03 Maintenance Fee OSSI Additional RMS Map Display and Pin Mapping License Maintenance:Start:10/1/2018,End:9/30/2019 Please make remittance payable to Superion,LLC Subtotal $2,943.04 ACH/EFT: Routing Number 0710-000-39 Tax $0.00 Account Number 81880-15335 Bank of America(Phone 800-432-1000) Invoice Total $2,943.04 E-mail payment details to:Accounts.Receivable@superion.com Payments Applied $0.00 Check: 12709 Collection Center Drive Balance Due $2,943.04 Chicago, IL 60693 • Invoice ��"� S U I'" E R I O 1 V Invoice No Date Page 216240 9/27/2018 1 of 1 1000 Business Center Drive :.:..,.....�:..s ::.::...,-....,..._._......_...: _._..,._ ..................._... Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing inquiries:Accounts.Receivable@Superion.com BiliTo ShipTo City of Pearland(OSSI) Pearland Police Department , Police Department Attn:Justin Arnold,IT Infrastructure Architec 2555 Cullen Parkway 2703 Veterans Drive, PEARLAND TX 77581 Peariand TX 77584 United States United States Attn..John Knight Customer No Customer Name Customer PO# Currency Terms Due Date # 6025LG Pearland Police Department USD Net 30 10/2712018 Description Units Rate Extended Contract No.Q-00000516 . 1 ONESolution Incode Courts System Interface-Annual 1 $1,466.67 $1,466.67 •• Maintenance Fee • ONESolutlon IncCourts System Interface • c Maintenance:Start:11/1/2018,End:9/30/2019 Please make remittance payable to Superion,LLC Subtotal $1,466.67 ACH/EFT: Routing Number 0710-000-39 Tax $0.00 Account Number 81880-15335 Bank of America(Phone 800-432-1000) invoice Total $1,466.67 E-mail payment details to:Accounts.Receivable@superlon.com Check: Payments Applied $0.00 12709 Collection Center Drive ' Chicago,IL 60693 Balance Due $1,466.67 • } �`� ___.�_..._._ Invoice Sj S U P E R I O N 1 Invoice No Date Page ! 213669 8/21/2018 1 of 3 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland City of Pearland PO Box 2719 PO Box 2719 PEARLAND TX 77588-2719 PEARLAND TX 77588-2719 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 1 2101 LG City of Pearland USD Net 30 9/20/2018 Description Units Rate Extended Contract No.PEARLAND-1 1 TRAKiT GIS Standard Engine-Annual Maintenance Fee 1 $0.00 $0.00 TRAKiT GIS STD Maintenance:Start:10/1/2018, End:9/30/2019 2 iTRAKiT Suite-Annual Maintenance Fee 1 $0.00 $0.00 Mobility Suite-iTRAKiT Maintenance:Start:10/1/2018,End:9/30/2019 3 LicenseTRAK-Annual Maintenance Fee 1 $0.00 $0.00 LicenseTRAK Maintenance:Start:10/1/2018,End:9/30/2019 4 PermitTRAK-Annual Maintenance Fee 1 $0.00 $0.00 PermitTRAK Maintenance:Start:10/1/2018,End:9/30/2019 5 ProjectTRAK-Annual Maintenance Fee 1 $0.00 $0.00 ProjectTRAK Maintenance:Start:10/1/2018,End:9/30/2019 6 TRAKiT End User License-Annual Maintenance Fee 1 $43,575.00 $43,575.00 TRAKiT(30 USERS) Maintenance:Start:10/1/2018,End:9/30/2019 7 TRAKIT Community Development Core-Annual Maintenance 1 $0.00 $0.00 Fee AEC TRAK Maintenance:Start:10/1/2018, End:9/30/2019 8 TRAKiT eMarkup Server-Annual Maintenance Fee 1 $0.00 $0.00 eMarkup Maintenance:Start:10/1/2018, End:9/30/2019 9 LandTRAK-Annual Maintenance Fee 1 $0.00 $0.00 LandTrak Maintenance:Start:10/1/2018,End:9/30/2019 10 iTRAKiT Mobile PDA-Annual Maintenance Fee 1 $0.00 $0.00 MobileTRAK Maintenance:Start:10/1/2018,End:9/30/2019 Inv oice 1 S U I] E 1� I OI�l E Invoice No Date Page M• ®�s 213669 8/21/2018 2 of 3 1000 Business Center Drive ' Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com • Bill To Ship To City of Pearland City of Pearland PO Box 2719 PO Box 2719 PEARLAND TX 77588-2719 PEARLAND TX 77588-2719 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 2101 LG City of Pearland USD Net 30 9/20/2018 Description Units Rate Extended 11 CodeTRAK-Annual Maintenance Fee 1 $0.00 $0.00 CodeTRAK Maintenance:Start:10/1/2018,End:9/30/2019 12 CRM TRAK-Annual Maintenance Fee 1 $0.00 $0.00 CRM TRAK Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.150783 13 TRAKiT Laserfiche API-Annual Maintenance Fee 1 $1,653.75 $1,653.75 TRAKiT Laserfiche Integration Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.00020009 14 TRAKiT End User License-Annual Maintenance Fee 10 $420.00 $4,200.00 TRAKiT User Licenses Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.150839 15 Bluebeam Server API for TRAKiT-Annual Maintenance Fee 1 $0.00 $0.00 TRAKiT Bluebeam API Interface Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.00020367 16 TRAKiT Credit Card Reader Interface-Annual Maintenance Fee 1 $1,575.00 $1,575.00 TRAKiT Credit Card Reader Interface Maintenance:Start:10/1/2018,End:9/30/2019 Invoice `� SUPERION Invoice No. Date Page 213669 8/21/2018 3 of 3 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland City of Pearland PO Box 2719 PO Box 2719 PEARLAND TX 77588-2719 PEARLAND TX 77588-2719 United States United States ! Customer No Customer Name Customer PO# Currency Terms Due Date- 2101LG City of Pearland USD Net 30 9/20/2018 Please make remittance payable to Superion,LLC Subtotal • $51,003.75 ACH/EFT: Routing Number 0710-000-39 Tax $0.00 Account Number 81880-15335 Bank of America(Phone 800-432-1000) Invoice Total $51,003.75 E-mail payment details to:Accounts.Receivable@superion.com Check: Payments Applied $0.00 12709 Collection Center Drive Balance Due $51,003.75 Chicago, IL 60693 Invoice '1` SUPERION Invoice No Date Page 214726-JM 8/29/2018 1 of 2 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland City of Pearland PO Box 2719 PO Box 2719 PEARLAND TX 77588-2719 PEARLAND TX 77588-2719 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 2101 LG City of Pearland USD Net 30 9/28/2018 Description Units Rate Extended Contract No.20020784 1 NaviLine Document Management Services-Annual 1 $1,216.53 $1,216.53 Maintenance Fee DMS-Document Management Services Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.9612129 3 NaviLine Land/Parcel Mgmt-Annual Maintenance Fee-NSP 1 $4,190.31 $4,190.31 -Annual Maintenance Fee LAND/PARCEL MANAGEMENT Maintenance:Start:10/1/2018,End:9/30/2019 NaviLine Work Orders/Facility Management-Annual Maintenance Fee 5 Work Orders/Facilites Management 1 $8,835.25 $8,835.25 Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.20061414 8 NaviLine QRep Catalogs-Annual Maintenance Fee 1 $368.66 $368.66 QRep Catalogs for WF Maintenance:Start:10/1/2018,End:9/30/2019 n Invoice _ �\ SUP :ERI 0 N Invoice No Date Page i 214726-JM 8/29/2018 2 of 2 1000 Business Center Drive Lake Mary, FL 32746 • www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland City of Pearland PO Box 2719 PO Box 2719 PEARLAND TX 77588-2719 PEARLAND TX 77588-2719 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 2101 LG City of Pearland USD Net 30 9/28/2018 Description Units Rate Extended Contract No.070488 9 NaviLine Asset Management II-Annual Maintenance Fee 1 $3,680.34 - $3,680.34 Asset Management II Maintenance:Start:10/1/2018,End:9/30/2019 10 NaviLine Continuing Property Records-Annual Maintenance 1 - $2,340.90 - $2,340.90 Fee Continuing Property Records - Maintenance:Start:10/1/2018,End:9/30/2019 Please make remittance payable to Superion,LLC Subtotal $20,631.99 ACH/EFT: Routing Number 0710-000-39 Tax $0.00 Account Number 81880-15335. - Bank of America(Phone 800-432-1000) Invoice Total $20,631.99 E-mail payment details to:Accountb.Receivable@superion.com - Check: Payments Applied $0.00 12709 Collection Center Drive Balance Due $20,631.99 Chicago, IL 60693 In reference to originally billed invoice document no 214726 Invoice 'TSUPERION Invoice No Date Page 214201 8/24/2018 1 of 2 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com • Bill To Ship To City of Pearland City of Pearland PO Box 2719 PO Box 2719 PEARLAND TX 77588-2719 PEARLAND TX 77588-2719 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 2101 LG City of Pearland USD Net 30 9/23/2018 Description Units Rate Extended Contract No.20061289 1 NaviLine QRep Reporting End User-Annual Maintenance Fee 4 $383.42 $1,533.68 QRep End User. Maintenance:Start:10/1/2018,End:9/30/2019 2 NaviLine QRep Reporting Administrator-Annual Maintenance 1 $383.42 $383.42 Fee QRep Administrator Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.090458 3 NaviLine QRep Reporting End User-Annual Maintenance Fee 1 $383.42 $383.42 QRep End User Maintenance:Start:10/1/2018, End:9/30/2019 Contract No.100694 4 NaviLine QRep Reporting End User-Annual Maintenance Fee 1 $383.42 $383.42 QRep End User Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.101305 5 NaviLine QRep Reporting End User-Annual Maintenance Fee 1 $383.42 $383.42 QRep End User Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.120386 6 NaviLine QRep Reporting End User-Annual Maintenance Fee 1 $372.25 $372.25 QRep End User Maintenance:Start:10/1/2018,End:9/30/2019 Contract No.080075 7 NaviLine QRep Reporting Administrator-Annual Maintenance 1 $383.42 $383.42 Fee QRep Administrator Maintenance:Start:10/1/2018,End:9/30/2019 Invoice „TSUPERION Invoice No Date Page 214201 8/24/2018 2 of 2 1000 Business Center Drive Lake Mary, FL 32746 www.Superion.com Toll free 800-727-8088 Billing Inquiries:Accounts.Receivable@Superion.com Bill To Ship To City of Pearland City of Pearland PO Box 2719 PO Box 2719 PEARLAND TX 77588-2719 PEARLAND TX 77588-2719 United States United States Customer No Customer Name Customer PO# Currency Terms Due Date 2101 LG City of Pearland _USD Net 30 9/23/2018 Please make remittance payable to Superion,LLC Subtotal $3,823.03 ACH/EFT: Routing Number 0710-000-39 Tax $0.00 Account Number 81880-15335 Bank of America(Phone 800=432-1000) Invoice Total $3,823.03 E-mail payment details to:Accounts.Receivable@superion.com ) Check: Payments Applied $0.00 12709 Collection Center Drive Balance Due $3,823.03 Chicago, IL 60693 EXHIBIT B CUSTOMER NO. ;CONTRACT NO.080654 SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN SunGard Public Sector Inc. a Florida corporation with headquarters at 1000 Business Center Drive Lake Mary, FL 32746 ("SunGard Public Sector") AND City of Pearland . . 2703 Veterans Drive Pearland,TX 77584 (for purposes of this Agreement,"Customer") By the signaturesof their duly authorized representatives below, SunGard Public Sector.Inc. and Customer, intending to be legally bound, agree to all of the provisions,of this Agreement and all Exhibits, Supplements,Schedules,Appendices,and/or Addenda to this Agreement. The terms and conditions contained in this Agreement, including prices, will be honored as set forth herein, provided the Agreement is fully executed and delivered by November 30,2008 City of Pearland,TX SunGard Public Sector Inc. BY: BY: / /459W„"" 1- Lki PRINT NAME: Q- t\ �.k�>tl PRINT NAM Thomas V. Huber AND TITLE: resident, SunGard Public Sector Inc . _. PRINT TITLE @.&\ nn taP ' DATE SIGNED: 1 '�,� AP) DATE SIGNED: :' '4e' ' a,A9D 0 { THIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution Date. The parties agree as follows: 1.Definitions. to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both • "Baseline" means the general release comparable to the Equipment and that is under_ • version of a Component System as updated to the SunGard Public Sector's control. particular time in question through both SunGard • Public Sector's warranty services and SunGard "Execution Date" means the latest date Public Sector's Maintenance Program,but without shown on the signature page of this Agreement. any other modification whatsoever. "Equipment" means a hardware and "Component System" means any one of the systems software configuration meeting the computer software programs which is identified in "Equipment"criteria set forth in Exhibit 1. • Exhibit 1 as a Component System, including all copies of Source Code (if provided), Object Code ' "Exhibit. 1" means, collectively: (i) The and all related specifications, documentation, schedule attached to this Agreement which is technical information, and all corrections, marked as "Exhibit 1," including all attached modifications, additions, improvements and Software Supplements; and (ii) any schedule also • enhancements to and all Intellectual Property marked as"Exhibit 1" (also including any attached Rights for such Component System. Software Supplements) that is attached to any amendment to this Agreement. Other appendices "Confidential Information" means non-public to this Agreement are numbered sequentially and information of 'a party to this Agreement. are also"Exhibits." Confidential Information of SunGard Public Sector includes the Software, all software provided with "Intellectual Property Rights" means all the Software, and algorithms, methods, patents, patent rights, patent applications, techniques and processes revealed by the Source copyrights, copyright registrations, trade secrets, Code of the Software and any software provided trademarks and service marks and Confidential with the Software. Confidential Information does Information. . not include information that (i) is or becomes. : - known to the public without fault or breach of the "Software" means the Component Systems Recipient; (iii) the Discloser regularly discloses to listed in Exhibit 1. third parties without restriction on disclosure; or (iii)the Recipient obtains from a third party without "Customer Employees" means: (i). restriction on disclosure and without breach of a Customer's employees with a need to know; and non-disclosure obligation. (ii) third party consultants engaged by Customer who have a need to know, who have been pre- "Delivery Address" means the Customer approved .by SunGard Public Sector, and who, shipping address set forth .in Exhibit 1 as the . prior to obtaining access to the Software, have Delivery Address. executed a SunGard Public Sector-approved non- disclosure agreement. "Delivery Date"means,for each Component. System,the date on which SunGard Public Sector . "Object Code" means computer programs, first ships the Component System to the Delivery assembled, compiled, or converted to magnetic or Address F.O.B. SunGard Public Sector's place of electronic binary form on software media, which shipment are readable and usable by computer equipment. "Discloser" means the party providing its "Recipient" means . the party receiving Confidential Information to the Recipient. Confidential Information of the Discloser. "Defect" means a material deviation "Software Supplement" means, with respect. . between the Baseline Component System and its to a Component System, the addendum provided documentation, for which Defect Customer has as part of Exhibit 1 that contains additional terms, given SunGard Public Sector enough information conditions, limitations and/or other information } pertaining to that Component System. If any (d) Restrictions on Use of the Software. terms of a Software Supplement conflicts with any Customer is prohibited from causing orpermitting other'terms of this Agreement, the terms of the the reverse engineering, disassembly or Software Supplement will control. decompilation of the Software. Customer is prohibited from using the Software to provide "Source Code" means computer programs service bureau data processing services or to written in higher-level programming languages, otherwise provide data processing services to sometimes accompanied by English language third parties. Customer will not allow the Software comments and other programmer documentation. to be used by, or disclose all or any part of the Software to, any person except Customer 2. Right to.Grant"License and Ownership. Employees. Without limiting the foregoing, SunGard Public Sector has the right-to grant _ Customer is permitted to allow use of the input Customer this license to use the Software. Except and/or output sensory displays of or from the as otherwise indicated in a Software.Supplement, Software by third parties on a strict"need to know" SunGard Public Sector owns the Software. basis, and such use will not be deemed a non- permitted disclosure of the. Software. Customer 3. License. Subject to the terms and conditions will not allow the Software, in whole or in part, to of this Agreement, SunGard Public Sector grants be exported. outside of. the United States of Customer a perpetual,, non-exclusive, non- America, in any manner or by any means, without transferable license to use and copy for use the in each instance obtaining SunGard . Public Software on the Equipment within the United . Sector's prior written consent and, if required, .a States of America for Customer'sown, non- validated export license from the Office of Export commercial computing operations. Any rights not Administration within the U.S. Department of expressly granted in this Agreement are expressly Commerceand such other appropriate United reserved. States governmental authorities. (a) Source Code. If Exhibit 1 to this (e) Intellectual - Property .Rights Notices. Agreement .does not otherwise provide that Customer is prohibited from removing or altering Customer has a license to use Source Code for a any of the Intellectual Property Rights notice(s) particular.Component System, then Customer has embedded in or that SunGard Public Sector no rights in .or to the Source Code for that otherwise provides with the Software. Customer Component System. Only with respect to the , must reproduce the unaltered Intellectual Property Component Systemsfor which the Source Code is Rights notice(s) in any full or partial copies that so licensed, Customer has the right to compile, . Customer makes of the Software. modify, improve and enhance the Software. Customer will not disclose all or any part of the 4. Services. Source Code for the Software to any person except Customer Employees who, before. . (a) Generally., SunGard Public Sector will obtaining access to the Source Code, have been provide Customer with the information services ' informed by :Customer in writing of the non- identified in Exhibit 1, for the fees provided in disclosure obligations imposed on both Customer Exhibit 1. and such Customer Employees under this Agreement. (b) Additional Services. SunGard Public Sector can also provide Customer with additional (b) Object Code. Customer has right to use information services, at SunGard Public Sector's the Software in Ob1ect Code form. Customer also then-current rates, or at such other rates as are has the right to use the Software in Object Code agreed to by the parties in an amendment to this form temporarily on another SunGard Public Agreement Sector-supported configuration, for disaster recovery of Customer's computer operations. (c) Workmanlike Skills. SunGard Public Sector will render all services under this (c) Documentation. Except as otherwise: Agreement in a. professional .and workmanlike provided for in the:. applicable Software manner. SunGard Public Sector will promptly Supplement,. Customercan make a reasonable replace any SunGard Public Sector personnel that number of copies of the documentation for each are rendering services on-site at a Customer Component System for its use in accordance with facility if. Customer reasonably considers the the terms of this Agreement personnel to be unacceptable and provides SunGard Public Sector with notice to that effect, provided that such replacement does not violate any statutory reimbursement limitations imposed any law or governmental regulation applicable to on . Customer contractors, and Customer will such personnel replacement. provide SunGard Public Sector with a copy of such limitations before SunGard Public Sector (d) Conditions On Providing•Services. In incurs expenses. each instance in which SunGard Public Sectoris providing.Customer with services, SunGard Public (iii) Late. Charge. SunGard Public Sector and Customer will develop a project plan Sector will have the right to charge a late fee to that identifies each party's responsibilities for such the extent that payment is received later than thirty services. The project plan will describe in detail (30)days from the date of invoice. Late fees will the tentative schedule and the scope of services be calculated based on a per annum rate equal to that SunGard Public Sector will provide. . the lesser of. (i) the prime lending rate Customer will establish .the overall . project established from time to time by Citizens Bank; direction, including assigning and managing the Philadelphia, Pennsylvania plus three percent Customer's project personnel team. Customer (3%); and (ii) the highest ratepermitted by must assign a project manager who will assume . applicable law, and will be payable to SunGard responsibility for management of the project. Public Sector on demand. Customer must ensure that the Equipment is operational, accessible and supported at the times (b) Taxes. Customer is responsible for agreed to by the parties in the project plan. While paying all taxes (except for taxes based on SunGard Public Sector is providing such services, SunGard Public Sector's net income or capital Customer must provide SunGard Public Sector stock) relating to this Agreement, the Software, with such facilities, equipment and support as are any services.provided or payments made under reasonably necessary for SunGard Public Sector this Agreement Applicable tax amounts (if any) to perform its obligations, including remote access are NOT included in the fees set forth in this to the Equipment Agreement If Customer is exempt from the payment of any such .taxes, Customer must 5. Delivery. Except, as otherwise provided in provide SunGard Public Sector with a valid tax Exhibit 1, SunGard Public Sector will deliver all exemption certificate; otherwise, absent proof of Component System s to Customer at the Delivery Customer's direct payment ofsuch tax amounts to Address. the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will 6. Payment and Taxes. pay to SunGard Public Sector all such tax amounts. (a) Payment. (c). Scheduled Resource Changes: For (i) License Fees. Fees for the training and on-site project management sessions Software will be due to SunGard Public Sector as which are cancelled at the request of Customer - ' provided for in Exhibit 1. within fourteen (14) days of the scheduled start date, Customer is responsible for entire price of (ii) Professional Services Fee& the training or on-site project management plus Except as otherwise provided in Exhibit 1, fees for incurred expenses. professional services will be invoiced on a monthly basis in arrears and will be due within thirty (30) 7. Limited Warranty, Disclaimer of Warranty days from the date of invoice. Customer will and Election of Remedies. reimburse SunGard Public Sector for actual travel and living expenses that SunGard Public Sector . (a) Limited Software Warranty by SunGard incurs in providing Customer with services under Public Sector and Remedy For Breach: Foreach this Agreement: Such travel and living expenses Component System, SunGard Public Sector will be invoiced on a monthly basis in arrears and warrants to Customer that, for a period of twelve will be due within thirty(30) days from the date of (12) months after the Delivery Date, the Baseline invoice. SunGard Public Sector will . use Component System,as used by Customer on the reasonable .efforts to _limit travel and living Equipment for its own, non-commercial computing expenses by using coach air fare, booked in operations, will operate without Defects. For each advance when available, staying at hotels Defect, SunGard Public Sector, as soon as identified in advance by Customer as offering reasonably practicable and at its own expense,will. Customer's contractors a discounted rate, and provide Customer with an avoidance procedure for sharing rental cars. Reimbursement is subject to or a correction of the Defect. If, despite its reasonable efforts, SunGard Public Sector is LIMITATIONS SPECIFIED IN SECTIONS 7 AND unable to provide Customerwith an avoidance 16 WILL SURVIVE AND APPLY EVEN IF ANY procedure for or a correction of a Defect, then, LIMITED REMEDY SPECIFIED IN THIS subject to the limitations set forth in Section 16 of AGREEMENT IS FOUND TO HAVE FAILED OF this Agreement, Customer may pursue its remedy ITS ESSENTIAL PURPOSE, AND at law to recover direct damages resulting from REGARDLESS OF WHETHER CUSTOMER HAS the breach of this limited warranty. These ACCEPTED ANY SOFTWARE OR SERVICE remedies are exclusive and are in lieu of all other UNDER THIS AGREEMENT. remedies, and SunGard Public Sector's sole obligations for breach of this limited warranty are 8. Confidential Information. Except as contained in this Section 7(a). otherwise permitted under this Agreement, the (b) Disclaimer of Warranty. The limited Recipient will not knowingly disclose to any third party, or make any use of the Discloser's warranty in Section 7(a) is made to Customer Confidential Information. The Recipient will use at exclusively and is in lieu of all other warranties. least the same standard of care to maintain the SUNGARD PUBLIC SECTOR MAKES NO confidentiality of the Discloser's Confidential OTHER WARRANTIES. WHATSOEVER, Information that it uses to maintain the EXPRESS OR IMPLIED, WITH REGARD TO confidentiality of its own Confidential Information ANY SERVICES PROVIDED UNDER THIS of equal importance. Except in connection with AGREEMENT AND/OR THE SOFTWARE, IN the Software and any software provided with the WHOLE OR IN PART. SUNGARD PUBLIC Software, the non-disclosure and non-use SECTOR EXPLICITLY DISCLAIMS ALL obligations of this Agreement will remain in full WARRANTIES OF MERCHANTABILITY AND OF force with respect to each item 'of Confidential FITNESS FOR A PARTICULAR PURPOSE. Information for a period of ten (10) years after SUNGARD PUBLIC SECTOR EXPRESSLY Recipient's receipt of that item. However, DOES NOT WARRANT THAT THE SOFTWARE, Customer's obligations to maintain both the IN WHOLE OR IN PART, WILL BE ERROR Software and any software provided with the FREE, WILL OPERATE WITHOUT Software as confidential will survive in perpetuity. INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE 9. Indemnity by SunGard. Public Sector. OTHER THAN THE EQUIPMENT. CUSTOMER SunGard Public Sector will defend, indemnify and WAIVES ANY CLAIM THAT THE LIMITED hold Customer harmless.from and against any WARRANTY SET FORTH IN SECTION 7(A) OR loss, cost and expense that Customer incurs THE REMEDY FOR BREACH OF SUCH because of a claim that use of a Baseline LIMITED WARRANTY FAILS OF ITS Component System infringes any United States ESSENTIAL PURPOSE. copyright of others. SunGard Public Sector's obligations under this indemnification are (c) Abrogation of Limited Warranty. The expressly conditioned on the following: (i) limited warranty in Section 7(a) will be null and Customer must promptly notify SunGard Public void if. (i)anyone(including Customer) other than Sector of any such claim; (ii) Customer must in SunGard Public Sector modifies the Baseline writing grant SunGard Public Sector sole control of Component System; or (ii) Customer does not the defense of any such claim and of all implement changes that SunGard Public Sector negotiations for its settlement or compromise (if Customer chooses to represent its own interests provides to correct or improve the Baseline Component System. If despite any modification of in any such action, Customer may do so at its own the Component System, SunGard Public Sector expense, but such representation must not can replicate the reported problem in the Baseline prejudice SunGard Public Sector's right to control Component System as if the problem were a the defense of the claim and negotiate its Defect, then SunGard Public Sector will settlement or compromise); (iii) Customer must nonetheless provide Customer with an avoidance cooperate with SunGard Public Sector to facilitate procedure for or a correction of that reported the settlement or defense of the claim; (iv) the problem for use in the Baseline Component claim must not arise from modifications or (with System as though the reported problem were a the express exception of the other Component / Defect Systems and third. party hardware and software specified by SunGard Public Sector in writing as (d) FAILURE OF ESSENTIAL PURPOSE. necessary for use with the Software)from the use THE PARTIES HAVE AGREED THAT THE or combination of products provided by SunGard Public Sector with items provided by Customer or others. If any Component System is, or in SunGard Public Sector's opinion is likely to (d) Termination Without Prejudice to Other become, the subject of a United States copyright Rights and Remedies. Termination of this infringement claim, then SunGard Public Sector, Agreement will be without prejudice to the at its sole option and expense, will either. (A) terminating party's other rights and remedies obtain for Customer the right to continue using the pursuant to this Agreement. Component System under the terms of this Agreement; (B) replace the Component System 11. Notices. All notices and other with products that are substantially equivalent in communications required or permitted under this function, or modify the Component System so that Agreement must be in writing and will be deemed it becomes non-infringing and substantially given when: Delivered personally; sent by United equivalent in function; or (C) refund to Customer States registered or certified mail, return receipt the portion of the license fee paid to SunGard requested; transmitted by facsimile confirmed by Public Sector for the Component System(s) giving United States first class mail; or sent by overnight rise to the infringement claim, less a charge for courier. Notices must be sent to a party at its use by .Customer based on straight line. address shown on the first page of this depreciation assuming a useful life of five (5) Agreement, or to such other place as the party years. THE FOREGOING IS SUNGARD PUBLIC may subsequently designate for its receipt of SECTOR'S EXCLUSIVE OBLIGATION WITH notices. RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 12. Force Majeure. Neither party will be liable to the other for any failure or delay in performance 10. Term and Termination. under this Agreement due to circumstances beyond its reasonable control, including Acts of (a) Right of Termination. A party has the God, acts of war, accident, labor disruption, acts, right to terminate this Agreement if the other party omissions and defaults of third parties and official, breaches a material provision of this Agreement. governmental and judicial action not the fault of Either party has the right to terminate this the party failing or delaying in performance. Agreement at any time while an event or condition giving rise to the right of termination exists. To 13. Assignment. Neither party may assign any terminate this Agreement, the party seeking of its rights or obligations under this Agreement, termination must give the other party notice that and any attempt at such assignment will be void describes the event or condition of termination in without the prior written consent of the other party. reasonable detail. From the date of its receipt of For purposes of this Agreement, "assignment" will that notice, the other party will have thirty (30) include use of the Software for benefit of any third days to cure the breach to the reasonable party to a merger, acquisition and/or other satisfaction of the party desiring termination. If the consolidation by, with or of Customer, including event or condition giving rise to the right of any new or surviving entity that results from such termination is not cured within that period, this merger, acquisition and/or other consolidation. Agreement will automatically be deemed However, the following will not be considered terminated at the end of that period. However, "assignments" for purposes of this Agreement notice to SunGard Public Sector of a suspected SunGard Public Sector's assignment of this Defect will not constitute a notice of termination of Agreement or of any SunGard Public Sector rights this Agreement. under this Agreement to SunGard Public Sector's successor by merger or consolidation or to any (b) Effect of Termination. Upon termination person or entity that acquires all or substantially all of this Agreement by either party, Customer will of its capital stock or assets; and SunGard Public promptly return to SunGard Public Sector or (at Sector's assignment of this Agreement to any SunGard PublicSector's request) will destroy all person or entity to which SunGard Public Sector copies of the Software, and will certify to SunGard transfers any of its rights in the Software. Public Sector in writing, over the signature of a duly authorized representative of Customer, that it 14. No Waiver. A party's failure to enforce its has done so. rights with respect to any' single or continuing breach of this Agreement will not act as a waiver (c) Survival of.Obligations. All obligations of the right of that party to later enforce any such relating to non-use and non-disclosure of rights or to enforce any other or any subsequent Confidential Information and indemnity will survive breach. termination of this Agreement. 15. Choice of Law; Severability. This DAMAGES,WHETHER BASED ON BREACH OF Agreement will be governed by and construed CONTRACT, TORT (INCLUDING under the laws of, the State of Florida, without NEGLIGENCE), PRODUCT LIABILITY, OR reference to the choice of laws provisions thereof. OTHERWISE, AND WHETHER OR NOT If any provision of this Agreement is illegal or SUNGARD PUBLIC SECTOR HAS BEEN unenforceable, it will be deemed stricken from the ADVISED OF THE POSSIBILITY OF SUCH Agreement and the remaining provisions of the DAMAGE. Agreement will remain in full force and effect. 16. LIMITATIONS OF.LIABILITY. (c) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS (a) LIMITED LIABILITY OF SUNGARD ' FEES AND ENTERED INTO THIS AGREEMENT PUBLIC SECTOR. SUNGARD PUBLIC IN RELIANCE UPON THE LIMITATIONS OF SECTOR'S. LIABILITY IN CONNECTION WITH LIABILITY AND THE DISCLAIMERS OF THE SOFTWARE, .ANY SERVICES, THIS WARRANTIES AND DAMAGES SET FORTH IN. LICENSE OR ANY OTHER MATTER RELATING THIS AGREEMENT, AND THAT THE SAME TO THIS AGREEMENT WILL NOT EXCEED FORM AN ESSENTIAL BASIS . OF THE THE FEE THAT CUSTOMER ACTUALLY PAID BARGAIN BETWEEN THE PARTIES. TO SUNGARD PUBLIC SECTOR (OR, IF NO DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1, 17. Entire Agreement. This Agreement contains THE FEE REASONABLY ASCRIBED BY the entire understanding ofthe parties with SUNGARD PUBLIC .SECTOR) FOR THE respect to its subject matter, and supersedes and COMPONENT SYSTEM OR SERVICES GIVING extinguishes all prior oral and written RISE TO THE LIABILITY. 'communications between the parties about its subject matter. Any purchase order or similar (b) EXCLUSION OF DAMAGES. document which may be issued by Customer in REGARDLESS WHETHER ANY REMEDY SET connection with this Agreement does not modify FORTH HEREIN FAILS OF ITS ESSENTIAL this .Agreement. No modification of this PURPOSE OR OTHERWISE, IN NO EVENT Agreement will be effective unless it is in writing, is WILL SUNGARD PUBLIC SECTOR BE LIABLE signed by each party, and expressly provides that TO CUSTOMER FOR ANY SPECIAL, it amends this Agreement INCIDENTAL, OR CONSEQUENTIAL ResOlUtIOn No. R20.15-01 AGREEMENT Exhibit toR-TkEiNgALLATio.N AND_USEOf • COMMUNITY CIEVELOPMENT SOFTWARESOLUTIQN bra- Thit Ag.reerneritiS entered intthit iday,Of.• 0 by.and between CITY 0-FPEA..1kLA (berelnaftef, )and CRW SYSTEMS;INC,(hereafter"CRW ) r the installation of-a permit and code enforcement stiftware,,and-other serVices,as specifically provided herein(hereafter referred to as"the Project') IN CONSIDERATION ofthecovenants asset forth in thiSAgreemerit,CLIENTend CRW agree Is A. 60.$ R1/.1cES:/SCOPE WORK • Al. .PROJECTOESCRIPTION: The Project is more specifically'defined as follows:;Installation"of an automated community development platform :soli.ition,end relateciSObSySterhS. A.2. AGREEMENT cONTEN:1: : • This AgreementincludettheiCillOWing EXhibitS":- Exhibit 4: Project Scope of Work. Exhibit B Project Milestone and Payment Schedule: txhibitt. Project Cost Summary Exhibit DrSoftware License • Exhibit E. System Acceptance Testing ;Exhibit F. Recommended System 4lecificatiOn Requirements' • COMMENCEMENT.PATEi ABA. The commencement date for the services to be provided by CRW shall be the date upon WhiCh-CRWis in receipt of all of the fOilowing:(4.a"fully executed original of this Agreement,,(b)written notice to proceed provided hYCLIENT.•cfewShall not be obligated to perform any work-pursuant to the ProjeCt, including labor or materials prior to die commencement date as defined herein. A,3,2; A Scope of Work,with itemized priCirigef various items associated with the Project is attached hereto as Exhibits A andIB,-and incorporated herein by this reference SubjedttOrLIENT'S-doties and respOoSibilitiesTkovided ifiSection C,':the time periods set forth in Exhibits A and B shall be adhered to The time periods indicated are provided as a general understanding of estimated time period in which various Project items will be completed It is nOt_Interdedto impose strict.deadlinesfcit completion of all or awpft of the work A23: The time schedule provided,in Exhibit:A,Scope of Work IS based in large part on the assumption that CLIENT will provide all necessary information to CRW in:a timely manner in accordance with Section COf this Agreerrient. B. buti8 AND RESPONSIBILITIES OF CRW Bi.. SCOPEOF WORK .After the commencement date,CRW shall Perform the following services (1) Install TRAM software,alongwiththe following modules: a) .0eoTRAK, b) OermitTRIW c) ProjectTRAK AECTRAK e} CodéTRAK CRM TRAK • g) LicenseTRAK. • • h) Standard Level TRAKIT GIS License i) iTRAKIT j) eTRAKIT k) eNlafkup: I) Selectron IVR API (2)Provide data conversion of CLIENT'S existing data and incorporate data into CRW tystem. (3) Provide configuration assistance in accordance with work processes and business rules established prior to the Workbook Collection Meeting. (4) Provide hands:on,,Adininistrator Training,as specifically provided herein. (5) Provide on-site,hands on User Training,as specifically provided herein; B.12. CRW shall install software and provide all services in a workmanlike manner in accordance with the Scope of Work,subject to the terms and conditions as stated in the Agreement Any additional services must be evidenced by a written modification of this Agreement,or change request pursuant to Section E.of the Agreement:Services to be•provided do not include hardware. 02, NOT RESPONSIBLE FOR DAMAGES DUE To UNFORESEEN DELAYS: Neither CLIENT nor CRW shall be responsible for any damages resulting from delays outside of its reasonable ebrittol,including,but not limited to,(a)failure of CLIENT to furnish timely information,(b)failure of CLIENT to . approve ordisapprove Of CRW's work,and/Or(c)strikes,lockouts,accidents,or acts of GOD C. DUTIES&RESPONSIBILITIES OF clANT C.1. INFORMATION TO BE PROVIDED BY WENTi C 11 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 Perna,Project and Case types 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 special permit processing tetfuireMents. C..1,2, The CLIENT Will provide CRW with access to CLIENT workstations and disk space for installation of the software. C4.3. The CLIENT will ensure and provide that staff who will be trained in the use of CRW software will have sufficient basic knowledge of permit processing and MS-WindOwstfunctions. CLIENT COOPERATION; CLIENT understands that timely completion tithe Project is dependent in significant part upon the timely cooperation of CLIENT in providing information to CRW necessary to complete the projett, including,but not limited to:(a)Data obtained from CLIENT'S present system to be incorporatedinto the new.CRW system;and(b)information relative to desired permit forms to be incorporated into the CRW system; C.2.1.1. Should substantial Chang?s occur that affect the project dmeline,then CRW and CLIENT will Mutually agree on an appropriate change in project cost. C.2.2. 'CLIENT will proVide,for the purpose of CRW deploying the acquired Software,access to CLIENT Warkstationsand servers upon CRW's request. 04. CLIENT workstations and servers must be compatiblemithsoftware_configurations requested by CRW: CRW may,at its discretion,provide a workstation to be deployed on the CLIENT'v network for the purpose of demonstrating the configuration of the acquired Spftware7 D. ,COMPENSATION D1. CRWCOMPENSATION&FEES: CLIENT agrees to compensate CRW kir professicinal services rendered under this Agreement for the total'contract Price of$334,400[Three Hundred Thirty-Four Thousand,Four Hundred Dollars] which amount Shall include all labor,materials,and traVeleSSOCiated-With-this Project as specified in Eithibit 'Project Cost Sp Mtnary".Total Contract Price does not include any changes to the work as may be-requested by CLIENT and incorporated into the project pursuant to a written request by CLIENT as"providedin section E of this Agreement Sales,Use,Excise,or any State or Local taxes and/or licenses which may apply to this project are the responsibility of CLIENT. D.2. TERMS OF COMPENSATION: CRW will"submit invoices for work performed according to the payment schedule shown in Exhibit B"Project Milestone and Payment Schedule:' Project cost is divided into six(6)payments,each of which is due and payable upon completion of the preceding-milestone step. CLIENT agrees to notify CRW of any disputed Invoice within ten(10)business days of receipt of such invoice.All payments are.due in accordance with the:State of Texas Prompt Payment Act. Failure of CLIENT to pay undisputed invoices within 30 days of receipt will 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 applied to any unpaid balance. E. " CHANGES AND-ADDITIONS TO THE WORIC E.1 REQUIREMENTS OF WRITTEN CHANGE ORDERS: CLIENT may request CRW to perform additional-services not covered by the specific Scope of Work as set forth in Exhibit A of this Agreement. Any such requests shall be submitted in writing,and shall be signed by the CLIENT Representative,as identified in I1.1 of this Agreement,and an authorized representative of CRW. Such signed requests shall include(a)a description ofthe additional services to be performed,and(b)the agreed upon price for such services. Any such requests signed by the CLIENT Representative,or other authorized agent of CLIENT, shall be deemed authorized by CLIENT and shall bind CLIENT to its terms. E_.2. PAYMENT FOR ADDITIONAL WORK: Any such additional work performed by CRW shall be added to the.contract price and billed in accordance with' the"Project Cost Summary"as outlined in Exhibit D of this Agreement CRW will not commence any additional services fo_r the CLIENT until written authorization has been given by'CLIENT and;approved by CRW,as provided above. F.. INDEMNIFICATION AND INSURANCE F.1. INDEMNIFICATION: • F.1.1. CRW shall indemnify,defend and hold harmless CLIENT from and against any claims,based-upon infringement of any United States copyright trademark or patent by the Software.CLIENT agrees to notify CRW of any such claim promptly in writing.CLIENT agrees to cooperate fully with CRW during such proceedings.CRW shall defend at its sole expense all proceedings arising out of the foregoing. In the event of such infringement CRW may replace,in whole or in part,Software.with a substantially compatible and functionally equivalentcomputer program or modify Software to avoid the infringement. F.2: INSURANCE: CRW,shall et CRW's own expense,purchase,maintain and keep in force during the term of this Agreement (unless otherwise stated below)such insurance as set faith below. All insurance policies provided under this Agreement shall be written on-an"occurrence basis.The insurance requirements shall remain in effect throughout the term of this Agreement. F.24. Worker's Compensation as required by law,Employers Liability Insurance-of not less than.$100,000.00 for each accident,$100,000.00 disease-each employee,$500,000.00 disease-policy.limit., F.2.2. Commercial General Liability Insurance-.$1,000,000.00 Limit F.2.3: Professional Liability Insurance-$1,000,000.00 Limit.Professional Liability insurance will be in force for twelve(12)months commencement date.Professional Liability insurance shall apply to services performed by CRW staff only.Professional Liability insurance shall not apply to third-party services or services of subcontractors. F.2.4. All policies are to be written through companies duly approved to transact that class of insurance in the State of Texas. F.2.5. Insurance is to be placed with carriers with a Best rating of ANII or better-, CRW hereby waivessubrogationrights for loss or damage to the extent same are covered by inSurence. - Insurers shall have no right of recovery or subrogation against CLIENT,it being the intention that the insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered bythe policies. F.3. PROOF OF INSURANCE: Exhibit G contains a Certificate of Insurance for!terns F.?above as proof that said insurance is in full force as of the date of this Agreernent. Additionally,CRW shall deliver to CLIENT an updated Certificate of Insurance for Items F.2 with every invoice submitted during the term of this Agreerrient. 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 Liability Insurance without written notification and approval from the CLIENT. P. TERMINATION TERMINATION'OFAGREWENT G.1.1. This Agreement may be terminated by CLIENT at anytime,with or without Cause;upon written notice to CRW. Notwithstanding the date of such notice,termination shall be effective upon receipt by CRW of such notice of termination. In the event of termination by CLIENT,CLIENT shall pay CRW for all services and materials provided to CLIENT pursuant to this Agreement up to and,including the date of receipt by CRW of notice of terrninatiOn. G.1.2. In the event CLIENT terminates this Agreement the CLIENT agrees to immediately return all source code or other materials provided to CLIENT by CRW,and to destroy,erase,and purge all software provided by CRW from any and all CLIENT cornpUtert. 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 notice to CLIENT.,CRW shall have the right to verify that CRW software has in 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 this agreement by CLIENT without the express written authorization of CRW shall be a breach of this agreement and subject CLIENT to substantial damages. H. OWNERSHIP OF DOCUMENTS H.1. OWNERSHIP OF DOCUMENTS: H;14, All plans;specifitations,-teportS,and other design documents prepared by CRW pursuant to this Agreement shall become property of CUENT only after completion of the Project All source code for computer programs or modifications to programs,which are produced pursuant to this Agreement shall he deemed,and rernain,the intellectual property of CRW and are protected under the copyright patent or other laws,of the United States as well as other jurisdictions where such programs are being used. H.1.j. CLIENT agrees to respect CRW's purported ownership of any such proprietary rights which may exist, including patent copyright trade secret trademark and other proprietary rights;in and to Software and any corrections,bug fixes,enhancements,updates or other modifications,including custom Mbdifications,to Software,whether made by CRW or any third party. Under no circumstances shall CLIENT sell,liCense,publish,display,distribute or otherwise transfer to a third party Software or any copy thereof,in whole or in part,vvithout;CRW's prior written COnSent. • f-f.2: SOURCE CODE ESCROW: H,2.1. CRW Shall maintain a software escrow account.A copy,of the latest source code for the software being installed by CRW pursuant to this Agreement shall be deposited in this escrow account. H.2.2. CRW will pay the entire cost of this source code escrow account )71.2,3. CLIENT be registered as a Registered Beneficiary of'the Software Escrow Agreement 1. • 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: 14.1, The designated representative of CLIENT and CRW Systems is as follows CLIENT - „ - - John Knight Christopher R Wuerz,P.E: IT Manager,City of Pearland,TX President,CRW Systems,Inc. • 3519 Liberty Drive 2036 COrte Del Nogal Suite 200 Pearland,TX 77581 San Diego,cA, 92011 Phpne:(281)652-1601 Phone:(85 )451113030 Fax: (281)652-1700 • Fax:(760)438-2060 EmalI:Jkhlght@pearlandtx.gov Email: chris@crw:com . _ 1.1.2. If the designated representative or address of either party changes during the term Of this Agreement,a Written notice shall be given to the Other party prior to the effective date of change. DESIGNATED SYSTEM ADMINISTRATOR: , The CLIENT Representative shall identify and designate System Administrators. All communication related to day-to-day operations of the SyStem,including system maintenance,systems problems .and/Or troubleshooting,shall be made to CRW only through either the designated representative of CLIENT as identified 10.1.1 above,or the System Administrators as identified below. 1.2.2. The System Administrators shall participate in all training sessions conducted by CRW as required by this .Agreeinent,and shall become fully knowledgeable and competent to use all aspects of the system software. (It is highly recommended that the designated System Administrators be someone with experience and competence with personal computers.) The System Administrator for CLIENT is designated as follows: Name: TBD. J. MISCELLANEOUS GENERAL PROVISIONS J.1. LICENSES; CRW shall obtain and maintain all business licenses as may be req4ired by lowi J.2. STATUS OF tlIW AS CONSULTANT: Throughout the term of this Agreement CRW,its employees,suhcontractqrs,consultants,and agents shall he considered as an Independent-Contradtor(s). Nothing in this Agreement shall be interpreted to imply an employee-employer relationship between CLIENT and CRW. J.3. MEDIATION OF DISPUTES: Prior to the commencement of any litigation arising out of this Agreement both CRW and CLIENT agree to participate in 6.0 faith in non binding mediation of any dispute or claiM,which remains unresolved after informal discussions. Both OW and CLIENT shall negotiate in goodfaith to select a qualified rriediatOr, 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 reasonablecosts and ettOrney's fees, • • J.S .APpLICABLELAW: This Agreement;itsintetpeetatidn and all work.performed thereunder shall be governed by the laws of the State Of TexaS. Venue for the'enforcementofthiS ag"reeMent,Sha II lie exclusively iii Brazoria County,Texas:. •All claims;disputes,and other inatters..inqUeStiOn arising out cif,.:otrelating:to,this agreement or the breach thereof shall be resolved in the Cowl ofBrazoria County Texas,and all partieshereto specifically waive any 'ivenuepriVilege'Pthey May have in anyother jOriSdittiOn: BINDINGON SUCCESSORS; • • All the terms provisions and conditions of this Agreement shall be binding upon andlnureto the benefit of the, paqies•hereto and their respettiVesuccessors,:Assigns ppd.legal(ePretentatiVeS:. • DUE • CLIENT represents and warrants that the frersoti?eXeCuting:this Agreement on behalf of CLIENT i.S-*1;agent of CLI ENT„and has full and scomplete.authbrityO.Oxectite'this Agreement and enter into the terms and covenants, provided heretn,:and has beeri'deSighated by-CLIENTto-execute this-Agreernentbri behelf-OfcblEl\1T: • 'CFWV represents and warrantsthat the person executing this Agrdai'peq 601)0ialf of CRW is'an'agentof ClitW And has full And complete authOfitYlo execute this Agreement and enter into-theAerms-And covenants provided bereiri;and have.been.deSignated.by CRW:tO execUtethit Agreenientoh behalf.of.CAW. WARRANTY ON TITLE: CRW warrants that it has.goodtitle=and alipttiPtietarY.rightstd the Software tdenableit tolicenseilisuse to CLIEN-Tfeee Of any.Orciprietalynitits.of,atffother parfy.or any otherencqn-#000. . APPLICATION SOFTWARE WARRANTY: CRW warrants that Software will perform irithe:mannor described in the Alf-ee-00f.documents ih61140-g. tkvirs Proposal for a Software and IMPleMentatiOn-SerViceSfOr Enterprise Software Systems dated Jtine•1.7,2014 hereby.intorpbtated by,reference as if fully contained herein•and any otherwritten utertidcuMentation-for the: • version installed This Warranty."hall,,Cterninatibe,uociri date of acceptance,bytOENT as defined by Exhibit E attached hereto. • J10 SERVICES WARRANTY:: • CRW Wartents-thetthe•services,providecihareundet,Shall he executed in e-Ctirrect-and-competent manner consistent with the professional standard's of the indtistry..Any,:erroror defect in the Se.ryies provided hereunder Shall be correctedby.CRW.atpo additional Castto the CLIENT. ENTIREAREENIENT; This Agreement cOntainslheentire understanding andpgeoerrioht between CRW and CLIENT. Any prior .agreements;PO:rnises,proposals;negotiations or representations—oral or written—riot expressly set forth; 'heroin shall be of no force or effect In:the:0.000:f a conflict between the terms and conditions of this Agreement and anydpraimentincorporated by reference,Ihelpei-p$and coriclitjOhS of this Agiterrientshall prevail This Agreement may be modified or amended tinlybyWritten agreement signed by both CRW and the •cti,ovr:. • .1.12. AGREEMENT AS OFFER: This Agreement shall be valid.only If Itis signed by both CLIENT and CRW,and a.signed-original has been received by both Tim-ties:on or before April 1,2015. CITY OF PEARLAND,TX tRw SYSTEMS,INC. Dated! dh 23,2015 Dateci!. . or. J /' : • By By: - Clay Pear.en,qty Menage,: e •,i-ow tz Executive Vice President • • • • AGREEMENT FOR H.T.E.,INC.LICENSED PROGRAMS This Agreement for Licensed Programs(the"Agreement")is made as of the later of the dates set forth opposite the executions appearing at the end of this Agreement,by and between: H.T.E.,INC.(H.T.E.),a Florida Corporation,with its principal place of business at 390 North Orange Avenue, Suite 2000, Orlando, FL 32801 AND CITY OF PEARLATID, TEXAS ("Customer"),a with its principal place of business at 3579 Liberty Drive, Pearland, TX 77588 H.T.E.and the Customer agree that when this Agreement is signed by the Customer and accepted by H.T.E.,the following terms and condi- tions will apply to any Licensed Program Materials(as defined below)offered under this Agreement when ordered by the Customer and the order is accepted as provided herein.Under these terms and conditions,H.T.E.will(1)furnish such Licensed Programs to the Customer,(2) furnish Licensed Optional Materials(as defied below)in support of such Licensed Programs(3)grant to the Customer a non-transferable and non-exclusive license in the United States and Puerto Rico to use the Licensed Program Materials,and(4)provide program services,all as described herein.The Customer agrees with respect to the Licensed Programs to accept the responsibility for(1)their selection to achieve the Customer's intended results,(2)their installation,(3)their use,and(4)the results obtained therefrom.The Customer also has the responsibility for the selection of use of,and results obtained from,any other programs,programming,equipment,or services used with the Licensed Pro- grams. Specific Licensed Program Materials may be ordered under this Agreement by(1)a supplement to this Agreement(the"Supplement")sign- ed by the Customer,(2)a written order,specifying the Licensed Program Materials and the designated Machine(as defined below),signed by the Customer,or(3)such other ordering procedure as shall be designated by H.T.E.for the specific Licensed Program Materials.H.T.E.will accept any such order under this Agreement by providing the Customer a Supplement specifying the supplemental terms applicable to such Licensed Program Materials.Upon receipt of the Supplement by the Customer.H.T.E.shall thereby grant a non-transferable and non- exclusive license in the United States and Puerto Rico for Licensed Program Materials subject to the terms and conditions of this Agreement. Use of the Licensed Program Materials or the first payment of charges due hereunder,whichever first occurs following receipt of the Supple- ment,will constitute the Customer's acceptance of the supplemental terms specified in the Supplement.Any terms which this Agreement states are to be specified by H.T.E.for a Licensed Program and/or related Licensed Optional Materials will be stated in the Supplement for that Licensed Program. I.DEFINITIONS 1.01.The term"Licensed Program"shall mean a licensed data processing program or set of programs or routines and subroutines,con- sisting of a series of instructions or statements in machine readable form,and/or licensed data base consisting of a systematized collection of data in machine readable form and any related licensed materials such as,but not limited to,flow charts,logic diagrams and listing provided for use in connection with the program. 1.02.The term"Licensed Optional Materials"shall mean any machine readable or printed material not included in the Licensed Program and which is designated by H.T.E.as available under license to Customers who have licensed the program to which such optional materials relate. 1.03.The term"Licensed Program Materials"shall mean both the Licensed Optional Materials and Licensed Program. 1.04.The term"Machine"shall mean that machine,or machines as the case may be,designated in an applicable Supplement. 1.05.The term"Restricted Materials"shall mean any Licensed Program Materials which are labeled"Restricted Materials of H.T.E.." 1.06.The term"use"shall mean copying any portion of the Licensed Program Materials into a machine and/or transmitting them to a machine for processing of the machine instructions,statements or data contained in such materials. IL LICENSE • 2.01.General.Each license granted under this Agreement authorizes the Customer to: a.Use the Licensed Program in machine readable form on the Machine or Machines and in conjunction therewith to store the Licensed Program Materials in,transmit them through or display them on,units associated with the Machine; b.Utilize the Licensed Program Materials in printed form in support of the use of the Licensed Program; and/or c.Copy or translate the Licensed Program Materials in machine readable form into any machine readable or printed form to provide sufficient copies to support the Customer's use of the Licensed Program as authoriz- ed under this Agreement.Licensed Program Materials provided by H.T.E.in printed form,microfiche or other non-machine readable form may not be copied.Additional copies maybe obtained under license from H.T.E.at the charges then in effect. With respect to Restricted Materials,the authorizations granted under the preceding paragraphs of this section are limited solely to the following purposes: a.Making modifications to the Customer's products and/or programs so that they will function with the Licensed Programs to which the Restricted Materials apply; b.Making modifications,subject to the provisions of the section entitled"Permission to Modify,"to the Licensed Programs to which the Restricted Materials apply;and/or c.Assisting the Customer in problem determination,problem source identification and/or problem resolu- tion activities associated with the use of the Licensed Programs to which the Restricted Materials apply. t ' .. A'separate license is required for each Machine on which the Licensed Program will be used,except as provided in the following subsection entitled"Temporary License Transfer." . • For any Licensed Program that is a data base,the license granted in this section is further limited to permit access to such data base exclusively by the Customer.Except as provided in the section entitled"Protection and Security of Licensed Program Materials,"the Customer shall not make or permit any manner of access to any form of such data base,or part thereof,for the purpose of making available to any other person any data contained in such data base. The customer shall not use,print,copy,translate or display the Licensed Program Materials,in whole or in part,unless expressly authorized in this Agreement. .. The Customer chall not reverse assemble or reverse compile the Licensed Programs in whole or in part. 2.02.Temporary License Transfer.The Customer is authorized to transfer a license to and to use the Licensed Program Materials on: ' a.A back-up machine when the designated Machine or an associated unit required for use of the Licensed . Program is temporarily inoperable-until operable status is restored and processing on the back-up machine is completed;or • b.Another machine for assembly or compilationof the Licensed.Program Materials if the designated Machine and its associate units do not provide the configuration required for assembly or compilation. 2.03.Change in Designated Machine.The Customer may notify H.T.E.of the Customer's intention to change the designation of the Machine on which Licensed Program Materials are to be used.The change of designation will be effective upon the date set forth in the confir- mation of change in designated Machine furnished to the Customer in writing by H.T.E. 2.04.Additional Licenses.Each additional license for a Licensed Program and/or Optional Licensed Materials already licensed by the Customer under this Agreement must be ordered as described herein. For additional licenses,in lieu of distribution from H.T.E.,the Customer may elect to copy those Licensed Program Materials previously distributed to that Customer by H.T.E. in machine readable form.The Customer may make such copy upon receipt of a Supplement issued by H.T.E.which designates the effective date for the additional license requested by the Customer.The testing period,if any,for such additional license will commence on the effective date for the additional license.Permission to copy granted in this subsection does not apply to Licensed Program Materials provided by H.T.E.in printed form. For certain Licensed Programs,H.T.E.may offer the distributed systems license option(the"Distributed Systems License Option"or "DSLO")under which licenses in addition to the initial license(the"Basic License")may be obtained for a DSLO charge.When ordering ad- ditional licenses for such a Licensed Program,the Customer must designate whether an additional Basic License or DSLO License is requested. For each DSLO License,the Customer will: 1.Copy those Licensed Program Materials previously distributed in machine readable form to the Customer by H.T.E.under the Basic License and use such copies on the Machine designated in the Supplement; 2.Provide problem documentation to H.T.E.through the location of the Basic License; 3.At H.T.E.'s request,recreate any problems at the location of the Basic License,if Local Service or Local Assistance as specified by H.T.E.is available for the Basic License;and 4.Distribute to,install and test on the DSLO designated Machine any new release,correction or bypass provided by H.T.E.to the Basic License designated Machine. Program services and the warranty,if any,for the Licensed Program will be provided for DSLO Licenses only through the Basic License location and there will be no testing period for the DSLO Licenses. Unless the Customer designates another Basic License,notice of discontinuance ofa Basic License shall be notice of discontinuance of all DSLO Licenses for that Basic License. M.TERM This Agreement is effective from the date on which it is accepted by H.T.E.and will remain in effect until terminated by the Customer .upon one(I)month's written notice,or by H.T.E.as set forth in this section.This Agreement may be terminated by the Customer only when all Licensed Program Materials licensed hereunder are discontinued and Licensed Program Materials have been returned to H.T.E. or destroyed. Licenses granted under this Agreement maybe discontinued by the Customer upon one(I)month's written notice,except that,during the / testing period,the Customer may discontinue any license at any time upon written notice effective immediately. K' H.T.E.may discontinue any license or terminate this Agreement upon written notice effective immediately if the Customer fails to comply with any of theorems and conditions of this Agreement. e......... ]material Notice of discontinuance of any or all licenses shall not be considered notice of termination of this Agreement unless specifically stated. Notice of discontinuance of any Licensed Program shall be notice of discontinuance of the license and of all Licensed Program Materials 91 'obtained in connectr`onlherewith. — -- — 61 / IV.CHARGES See Supplement to Agreement and Schedule A for CHARGES and PAYMENT TERMS 4.01„GeneraL The charges applicable to each Licensed Program will be specified by H.T.E.and will consist of a one time • :•,an upgrade charge, .• = is charges and any initial charge and/or process charges. ' Periodic charges,which may be ...• ,quarterly,semi-annual or annual,will continue until •• e censed Program is discontinued. However,for certain Licensed Programs,H. .-. .•• specify a consecutive number of pa . . • ter which further periodic charges will be waived. For certain Licensed Programs,H.T.E.may designate o or more re....-...ent Licensed Programs.When a Licensed Program is discontinued and replaced by the Customer with an -.•. .designated replacement Li .. - • ogram,an upgrade charge as specified by H.T.E.will apply. _ Any additional ch. :i 'or program services for Licensed Programs will beat H.T.E.'s then applicable hourly service . -. ..minimum charges and ces will be provided under the terms and conditions of this Agreement unless provided under separate written agr--,•- .t sign:• .• t.a Customer and H.T.E. e..2 . . e/.Commencement and Invoicing of Charges.Periodic charges will commence on the day,Monday through Friday,following the e.• of c tcstm: _••:od,or ten(10)days after shipment of the Licensed Program by H.T.E.if There is no testing period,except asset fo • . ow in . this sub-section. « ...« for a partial month's use will be prorated based on a thirty(30)day month.Other periodic char:-= -1 hot be pro- rated and arc not refundab c- . ole or in part.Periodic charges will be invoiced in advance. Unless otherwise specified by H.T.E.,on .'•c charges,initial charges and Licensed Optic... •aterial charges will be due on the day, Monday through Friday,following the end of the testis: : :od,or len(10)days after s '- t of the Licensed Program Materials by H.T.E. if there is no testing period,or if such period has expired,excc. set forth .. :• to this sub-section. • For additional licenses for which the Customer has elect • : akc copies pa • .t to the section entitled"Additional Licenses"and for which there is no testing period,periodic charges will ed c upon the effective date for .- 'oval license designated in the Supplement. Process charges will be due u opt by the Customer of the Licensed Program Materials to wise h charges apply and arc not refundable even if the Cust iscontinucs the Licensed Program prior to or during the testing period. Pa I be made as stated in the invoice,to the address of the principal place of business of H.T.E.as stated above,or to su • • r a as may be stated in the invoice. /0J 4.03.Applicable Taxes.In addition to the charges due under this Agreement,the Customer agrees to pay amounts equal to any taxes resulting from this Agreement,or any activities hereunder,exclusive of taxes based on H.T.E.'s net income. The City will provide e. proof of tax exemption. 4.04.Price Changes.Periodic charges arc subject to change by H.T.E.upon thirty(30)days written notice to the Customer.Any changes in periodic charges become effective on the first day of the period which commences on or after the effective date specified in the written notice to Customer, Initial charges,one-time charges,process or upgrade charges,and charges for Licensed Optional Materials arc subject to change without prior notice except that such charges shall not be increased if,prior to the date of the notice,(i)the Licensed Program Materials had been ship- ped by H.T.E.,or(ii)the Customer had copied Licensed Program Materials pursuant to the subsection entitled"Additional Licenses."In addition,if the Customer's written order was received by H.T.E.prior to the announcement of such increase in charges,such charges shall not be increased if,within one(1)month after the date of notice,shipment of the Licensed Program Materials occurs or the Customer copies Licensed Program Material$pursuant to the subsection entitled"Additional Licenses." If charges arc increased for any Licensed Program Materials,the Customer may discontinue them in accordance with the provisions of this Agreement;otherwise,the new charges will become effective. V.SHIPMENT The estimated shipment date for the Licensed Programs will be specified by H.T.E.H.T.E.does not,however,represent or warrant that • such shipment date will be met. H.T.E.will notify the Customer of the type of program storage media required for shipment.Unless returnable or disposable media arc used,the program storage media must be provided by Customer or ordered from H.T.E.at the applicable charge.Except when otherwise • specified by H.T.E.,the Licensed Program Materials will be shipped to the Customer without shipping charge.Any special shipment requested by the Customer will be at Customer's expense,unless otherwise specified by H.T.E.. VI.RISK OF LOSS • If Licensed Program Materials arc lost or damaged during shipment from H.T.E..H.T.E.will replace them and program storage media at • no additional charge to the Customer. If Licensed Program Materials arc lost or damaged while in the possession of the Customer,H.T.E.will replace them at the applicable charges to the Customer,if any,for processing,distribution,and/or program storage media. VII.LICENSED PROGRAM TESTING For each Licensed Program,H.T.E.will specify the testing period,if any,during the Licensed Program will be made available for non- productive use.The purpose of the testing period is to permit the Customer to determine whether the Licensed Program functions selected by the Customer operate together and to assist the Customer in determining whether the Licensed Program meets the Customer's requirements. The testing period will begin ten(10)days after shipment of the Licensed Program by H.T.E.,or on the effective date for the additional license, unless otherwise specified. The Customer may discontinue the Licensed Program,upon written notice effective immediately at any time during the testing period,in which event periodic charges,one-time charges,initial charges,upgrade and Licensed Optional Materials charges will not be due.Process charges,however,will be payable and charges for shipment of the Licensed Program Materials will not be refunded.Unless such notice of ; discontinuance is given,the Customer will be deemed,at the end of the testing period,to have decided to retain the Licensed Program under the provisions of this Agreement- In the event that the Licensed Program is used for productive purposes during the testing period,the Customer will notify H.T.E.and the ' testing period will be deemed to have ended as of the date upon which the Customer commences productive use. (,3--/ Subsequent releases,if any,of the Licensed Program,which have the same program number,will be made available to the Customer for productive use and/or test on the designated Machineswhile the Customer continues productive use of a previous release on that Machine and e___ pays applicable charges therefore.The Customer has the right to decide whether to install any such release or continue use of a previous release having given due regard to the provisions of the sections entitled"Program Services"and"Patent and Copyright Indemnity." at no charge, provided the Customer is covered under the ATE Service .Agreement, In the event of discontinuance of the Licensed Program and subsequent re-ordering of the same Licensed Program for the same machine there will be no testing period for the subsequent license. VIII.PROGRAM SERVICES For each Licensed Program,H.T.E.will specify the type(s)and period(s)of program services,if any,to be provided without additional charge for a current release of the Licensed Program.Program services will commence at the beginning of the Licensed Program testing period or,if there is no testing period for that license,when periodic charges commence or other charges are due.Program services will be subject to the provisions of the section entitled"Specified Operating Environment." 8.01.Types of Service a.Central Service—When Central Service is specified,H.T.E.will provide a service location which will accept documentation,in a format prescribed by H.T.E.,indicating that a problem is caused by a defect in the Licensed Program.H.T.E.will respond to a defect in the unaltered portion of a current release of the Licensed Program by issuing defect correction information(such as correction documentation),corrected code,notice of availability of corrected code,or a restriction or a bypass.Unless Local Service is also specified for the Licensed Program,the Customer will be responsible for the preparation and submission of documentation to Central Service. H.T.E.may also establish a center(the"Support Center")to provide the Customer with telephone assistance in problem diagnosis and: resolution.When a Support Center is established for a Licensed Program and a problem occurs which the Customer believes is related to the use of a Licensed Program,Customer will contact the Support Center and will perform appropriate problem definition activities and remedial actions,as prescribed by the Support Center,prior to any dispatch of an H.T.E.representative.H.T.E.may also offer other services through Support Centers with or without charge,as applicable. b.Local Service—When Local Service is specified and a problem occurs which the Customer determines is caused by the use of a Licensed Program and the diagnosis of the designated H.T.E.representative indicates the problem is caused by a defect in the unaltered portion of a cur- rent release of the Licensed Program,the H.T.E.representative will perform the following problem resolution activities: 1.attempt to.correct or bypass the defect by providing the Customer with correction information issued by the Central Service,if available,or 2.submit documentation to the Central Service,if specified as available;and,in any event 3.if the Licensed Program is inoperable,make a reasonable attempt to resolve the problem by applying a local fix or providing a bypass. . c.Local Assistance—When Local Assistance is specified and the Customer encounters a problem,which the Customer's diagnosis in- dicates is caused by a defect in the unaltered portion of a current release of the Licensed Program,the Customer may request H.T.E.'s assistance in resolving the problem.Such assistance,if requested,will be provided by a designated H.T.E.representative and maybe subject to the availability of personnel.This assistance may include,but not extend beyond,the following problem resolution activities: I.attempting to correct or bypass the defect by providing the Customer with correction information issued by the Central Service,if available;or 2.assisting the Customer with preparing documentation for submission to the Central Service,is specified as available;and,in any event. 3.if the Licensed Program is inoperable,making a reasonable attempt to resolve the problem by assisting the Customer in applying a local fix or providing a bypass. 8.02.Program Services Period.Each type of program service provided for each Licensed Program will be specified as available: 1.until discontinued by H.T.E.with a minimum of six(6)months'written notice;or 2.until a designated calendar date;or 3.during the testing period;or . 4.for a designated number of months for each license.In the event the Customer discontinues a Licensed Program and subsequently re-orders the same Licensed Program for the same machine,the service period then in effect will be reduced by the number of mon- ths for which such service was previously provided. When a subsequent release of a Licensed Program which has the same program number becomes available,H.T.E.may discontinue pro- gram services for any or all prior releases by notice effective on the dale stated therein. For any Licensed Program,H.T.E.shall have the right to charge for any of the foregoing program services to the extent they are not specified as provided without additional charge.Other types of program services may be specified by H.T.E.for a Licensed Program. H.T.E.shall also have the right to charge for any additional effort which results from providing program services of an altered Licensed Program or for a release which is not current. H.T.E.does not guarantee service results or represent or warrant that all errors or program defects will be corrected. • IX.PERMISSION TO MODIFY The Customer may modify any Licensed Prbgram Materials in machine readable form and/or merge such materials into other Licensed Program Materials to form an updated work for the Customer's own use;provided that,upon discontinuance of the Licensed Program,the Licensed Program Materials will be completely removed from the updated work and dealt with under this Agreement as if permission to modify or merge had never been granted.Any portion of the Licensed Program Materials included in such an updated work will continue to be subject to all terms to this Agreement. • X.PROTECTION AND SECURITY OF LICENSED PROGRAM MATERIALS The Customer will take appropriate action,by instruction,agreement or otherwise,with any persons permitted access to the Licensed Pro- gram Materials so as to enable the Customer to satisfy the Customer's obligation under this Agreement. All copies of the Licensed Program Materials provided by H.T.E.or made by the Customer including translations,compilations,partial copies within modifications,derivative works and updated works are the property of H.T.E.and may not be distributed by the Customer to any other persons,including other licenses of the Licensed Program,without H.T.E.'s prior written consent.The Customer will reproduce and include the H.T.E.'s prior written consent.The Customer will reproduce and include the H.T.E.copyright notice on any such copies. _ The Customer will maintain records of the number and location of all copies of the Licensed Program Materials and will notify H.T.E.in writing if the original or any copy of the Licensed Program Materials will be kept at a location other than that of the Machine designated in an applicable Supplement. The Customer will insure,prior to disposing of any media,that any Licensed Program Materials contained thereon have been erased or otherwise destroyed. • The Customer will not provide or otherwise make available Licensed Program Materials in any form without H.T.E.'s prior written con- sent except to Customer's employees.H.T.E.'s employees,or other persons during the period they are on the Customer's premises for purposes specifically related to the Customer's authorized use of the Licensed Program Materials. XI.LICENSED PROGRAM SPECIFICATION For each Licensed Program which is warranted,H.T.E.will publish,at the time that Licensed Program becomes generally available,a • document entitled"Licensed Program Specifications."Such Licensed Program Specifications maybe updated by H.T.E.from time to time and such updates may constitute a change in specifications. ]CII.WARRANTY Each Licensed Program which is designated in a Supplement as warranted will conform,when slipped to the Customer,to the:Licensed Program Specifications which are in effect for that Licensed Program at that time,provided the Licensed Program is properly used in a Specified Operating Environment.If the Customer believes that there is a defect in a Licensed Program such that it does not meet its Licensed Program Specifications,the Customer must notify H.T.E.while program services are available for the program.H.T.E.does not warrant that the functions contained in a Licensed Program will meet the Customer's requirements or will operate in the combinations which may be selected for'use by the Customer or that the operation of the Licensed Program will be uninterrupted or error free or that all program defects will be corrected. 6P4/ All other Licensed Programs will be distributed on an"AS IS"and WITH ALL FAULTS"basis without warranty of any kind either 0." express or implied. HTE will use its best efforts to correct any defects or errors. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XIII.SPECIFIED OPERATING ENVIRONMENT Each Licensed Program is designated to operate on one or more designated Machine types and,in most instances,in conjunction with other designated equipment and programs.The Licensed Program Specifications for each warranted Licensed Program will state theenviron- ment in which the licensed Program is designated to operate.For Licensed Programs distributed on an"AS IS't basis,the Specified Operating• Environment will be stated in a notice of availability of the licensed Program. Program services for a Licensed Program used in other than a Specified Operating Environment are subject to limitations occasioned by the differences between the Specified Operating Environment and the Customer's operating environment and by the extent of the local H.T.E. representative's knowledge of the Customer's equipment and programs.Such program services will be subject to the following conditions: • I.When performing•Local Service or Local Assistance,H.T.E.'s obligation is limited to having the local H.T.E.representative apply a reasonable effort to provide program services as described in the applicable portion of the section entitled"Program Services."Furthermore, the local H.T.E.representative will only be expected to operate a Machine designated in the Supplement. H.T.E.will have the right to charge for any additional effort required to perform these program services. 2.Central Service will only respond to defects which will occur when Central Service operates the Licensed Program in a Specified Ope__erating Environment. (Xrv.LIMITATION OF REMEDIES See Schedule A for alternative language. I•I.�'.E.'s entire liability and the Customer's exclusive remedy shall be as follows: In all situati • "nvolving performance or non-performance of Licensed Programs furnished under this Agreement,the Custo•- remedy is(1)the correct! H.T.E.of Licensed Program defects,or(2)if,after repeated efforts,H.T.E.is unable to make • tensed Program operate as warranted, tomer shall be entitled to recover damages to the limits set forth in this section For any other claim concerning perform= • nonperformance by H.T.E.pursuant to,or in any of• • •y related to,the subject matter. of this Agreement and any Supplement hereto,the ••er shall be entitled to recover actual•••-ges to the limits set forth in this section. H.T.E.'s liability for damages to the Customer for any cause whats. • r,and r-r c css of the form of action,whether in contract or in tort including negligence,shall be limited to an amount equal to the one-tim •.'d for,or any charges which would be due for twelve(12) months'use of,the Licensed Program that caused the damages• •t is the subs atter of,or is directly related to,the cause of action. Such charges shall be those in effect when the cause of a.+ arose and shall include any im r process charges paid to H.T.E..This limita- tion of liability will not apply to claims for cop '_• nfringement of for personal injury or damage • •- or tangible personal property caused by H.T.E.'s negligence. . In no event will . liable for any damages arising from performance or non-performance of the License. - • ram during the Licensed Progr••• esting period or for any damages caused by the Customer's failure to perform the Customer's responsibiliu-.,• for any lost pro ost savings or other consequential damages,even if H.T.E.has been advised of the possibility of such damages,or for any .• against the Customer by any other party except as provided in the section entitled"Patent and Copyright Indemnity." XV.PATENT AND COPYRIGHT INDEMNITY H.T.E.will,at its expense,defend the Customer against any claim that Licensed Program Materials supplied hereunder infringe a patent or copyright in the United States or Puerto Rico and,subject to the limitation of liability set forth in the section entitled"Limitation of • Remedies,"H.T.E.will pay all costs,damages and attorney's fees that a court finally awards as a result of such claim.To qualify for such • defense and payment,the Customer must: • 1.give H.T.E.prompt written notice of any such claim;and • 2.allow H.T.E.to control,and fully cooperate with H.T.E.in the defense and all related settlement negotiations.However,if the damages attributable to a claim of infringement of a patent in the United States or Puerto Rico may exceed such limitation of liability,the Customer may elect to defend against the claim provided that H.T.E.may fully participate in the defense and/or agrees to any settlement of such claim. The Customer agrees to allow H.T.E.,at H.T.E.'s option and expense,if such claim has occurred or in H.T.E.'s judgment is likely to occur,to procure the right for the Customer to continue using the Licensed Program Materials or to replace or to modify them so that they become non-infringing;and,if neither of the foregoing alternatives is available on terms which are reasonable in H.T.E.'s judgment,upon written request,the Customer will return the Licensed Program Materials to H.T.E.;and,for Licensed Programs whose total charges are fully paid,the Customer may receive a credit as established by H.T.E.. H.T.E.shall have no obligation with respect to any such claim based upon the Customer's modification of the Licensed Program Materials or their combination,operation or use with data or programs not furnished by H.T.E.or in other than the Specified Operating Environment.This section states H.T.E.'s entire obligation to the Customer regarding infringement or the like. XVI.RETURN OR DESTRUCTION OF LICENSED PROGRAM MATERIALS Within one(1)month after the date of discontinuance of any licensed granted hereunder,unless the requirement is waived by H.T.E.,the • Customer will certify in writing to H.T.E.that through the Customer's best effort,and to the best of the Customer's knowledge,the original and all copies of the Licensed Program Materials received from H.T.E.or made in connection with such license have been returned or destroyed.This requirement will apply to all copies in any form,including translations or compilations or partial copies within modifications. `.. derivative works and updated works,whether partial or complete,and whether or not modified or merged into other program materials as 'authorized herein,Upon prior written authorization from H.T.E.,however,the Customer may retain a copy for archival purposes only. `,The requirement to return or destroy will apply to a licensed data base;it will not apply to individual pieces of data obtained by Customer. `such data base and which constitute a minor portion of such data base. When the Customer has licensed a new version of a Licensed Program,which carries a different program number,the Customer may retain the prior version of the Licensed Program for a period not to exceed three(3)months following its date of discontinuance,to be used only if a defect in the new version prevents its use.During this period,the Customer will pay only the applicable charges for the new version of thc Licensed Program.Within one(1)month following this three(3)month period,the Customer will certify in writing to H.T.E.that through the Customer's best efforts,and to the best of the Customer's knowledge,the original and all copies of the prior vcrson received from H.T.E. or made in connection with such prior version have been returned or destroyed as set forth above. XVII.ADDITIONAL PRODUCTS AND SERVICES In addition to the Licensed Program Materials and program services provided under this Agreement.H.T.E.offers other products and services at separate charges under applicable written H.T.E.agreements.H.T.E.and the Customer agree that such products and services can- - .not be the subject of an oral agreement. XVIII.MISCELLANEOUS 18.01.Binding Agreement.The individual signing this Agreement and any Supplement thereto on behalf of Customer and Customer war- rant that the execution and delivery of this Agreement and any Supplement have been duly authorized by all necessary action,that the Agree- ment and any Supplement thereto are valid and binding obligations of Customer and that the execution delivery and performance of this Agreement will not constitute a breach,violation or default under any articles of incorporation,by laws,decree,order,governmental permit, L 1 license,agreement,indenture or instrument to which Customer is subject ith r party 18.02.Assignment.This Agreement is not assignable by the Cu toroe,/,�neone oPthcliccns;granted hereunder nor the Licensed Program or copies thereof may be subliecnsed,assigned or transferred by the E ts4"ernea without the prior written consent of-144-E..Any attempt to sublicense,assign or transfer any of the rights,duties or obligations under this Agreement by the Customer is void."-the other party. 18.03.Notices.Any notice required or permitted hereunder shall be deemed properlygiven at the time it is personally delivered or mailed by certified mail,return receipt requested,to the address specified hereinabove of the party to be notified.Either party may change its address for receiving notices by giving notice thereof in compliance with the terms of this sub-section. 18.04.Entire Agreeme. .This Agreement constitutes the entire Agreement and there arc no representatives,conditions,warranties or col- lateral agreements,expr...or implied,statutory or otherwise,with respect to this Agreement other than as contained herein.This Agreement may not be modified, • itted or changed in any way except by written agreement duly signed by persons authorized to sign agreements on • :behalf of the Cu..•• andof -I.T.E. h 1 ' 18.05.Force` 0 c.'r�FLo1 U of r1csponsible for failure to have fulfilleditsISI tions under this Agreement due to causes bcyond.i heir • control.which could not be avoided by the exercise of due care. 18.06. Gender.Terms referred to in the masculine shall include the feminine and thc singular shall include plural, unless otherwise specified. •, See Schedule A for alternative language. ryo o . • , t ne•eve -'v,c-cnvme-.�intlNr-tliiS-A_ _ , // • .Lever aghus-he-away-k . `. 4 -I6:*ttorneys-FcesA he•Eustemer-shall entptly paganrests-f ef-eot•': - - • . • . - - - ( eeobligatienstndeFthis Agreement-incltadiag rcasertabl - _ .. _ . - I 18.11.Severability.If any of the provisions of this Agreement shall be deemed illegal,invalid,unconstitutional or'unenforceable by any court of law having competent jurisdiction,such decisions shall not invalidate or negate the other remaining provisions of this Agreement. 18.12.:Scction Headings.The section headings provided in this Agreement arc for convenience only and shall not be deemed a part of this Agreement. THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT,UNDERSTANDS IT,AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS. H.T.E.,INC. Signed,scaled and delivered in thc presence of the following two witnesses: &�� A. As to N.T.E.,INC. By: be.,id-J nipper, Vice-,,President �. Date: _ January 3, 1994 _ CITY OF PEARLAND As to Customer Name of Custom ypc or prin By: . PAUL GROHMAN, CITY MANAGER Date: PPM:MARV 79, 1q94 --