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R2019-257 2019-10-14RESOLUTION NO. R2019-257 A Resolution of the City Council of the City of Pearland, Texas, renewing a Software Maintenance Contract with Central Square Technologies (formerly Superion, LLC), in the estimated amount of $295,617.31, for the period of October 1, 2019 through September 30, 2020. 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 3. That the City Manager or his designee is hereby authorized to renew a Software Maintenance Contract with Central Square Technologies (Superion, LLC), including the Maintenance Cost Schedule, a copy of which is attached hereto as Exhibit "A". PASSED, APPROVED and ADOPTED this the 14th day of October, A.D., 2019. ATTEST: .aim'°nog .° pF1-l1ya• \ =uta TOM REID MAYOR "•oamaaa' MARIA RODRIGUEZ INTERIM CITY SECRETARY APPROVED AS TO FORM: Ln DARRIN M. COKER CITY ATTORNEY E=xhibit A r ~� CENTRALSIIUARE 1 LL'n NULU141Lp SunGard Public Sector, a leading 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Invoice Invoice No Date Page 249918 8/29/2019 1 of 8 provider of public sector sottware solutions, announced its new corporate name and brand, Si Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland (OSSI) Police Department 2555 Cullen Parkway PEARLAND TX 77581 United States Attn. John Knight Customer No Customer Name 6025LG Pearland Police Department Description Contract No. 80654 Customer PO # 1 ONESolution MFR Client -Citation - Annual Maintenance Fee OSSI - MFR Client Citation + 5 for Moblan Maintenance: Start:10/1 /2019, End: 9/30/2020 2 ONESolution Barcoding Hand -Held Client License - Annual Maintenance Fee OSSI Bar Coding Hand -Held Client License (Each) Maintenance: Start:10/1 /2019, End: 9/30/2020 3 ONESolution Intelligence - Annual Maintenance Fee OSSI - Intelligence Module Maintenance: Start:10/1 /2019, End: 9/30/2020 4 ONESolution Quartermaster - Annual Maintenance Fee OSSI - QuarterMaster Module - 5 Maintenance: Start:10/1 /2019, End: 9/30/2020 5 ONESolution Remote Lineup - Annual Maintenance Fee OSSI- Remote Lineup Application - 30 Maintenance: Start:10/1 /2019, End: 9/30/2020 6 ONESolution Barcoding Server License - Annual Maintenance Fee OSSI Bar Coding Server License - 30 Workstation Maintenance: Start:10/1 /2019, End: 9/30/2020 7 ONESolution Residential Security Watch - Annual Maintenance Fee OSSI Residential Security Watch Module - 30 Workstation Maintenance: Start:10/1 /2019, End: 9/30/2020 8 ONESolution CAD Client AVL License - Annual Maintenance Fee ONESolution CAD Client AVL License Maintenance: Start:10/1 /2019, End: 9/30/2020 9 ONESolution MCT Client AVL License - Annual Maintenance Fee OSSI Client AVL Mobile License - For Fire Maintenance: Start:10/1 /2019, End: 9/30/2020 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Units 35 1 1 4 18 Currency USD Terms Due Date Net 30 9/28/2019 Rate Extended $101.26 $3,544.26 $322.99 $322.99 $1,518.84 $1,113.82 $1,518.84 $1,113.82 $1,518.84 $1,113.82 $1,518.84 $1,113.82 $708.80 $708.80 $455.66 $1,822.65 $30.37 $546.74 CENTRALSQUARE Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland (OSSI) Police Department 2555 Cullen Parkway PEARLAND TX 77581 United States Attn. John Knight Invoice Invoice No Date Page 249918 8/29/2019 2 of 8 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Customer No Customer Name Customer PO # Currency Terms Due Date 6025LG Pearland Police Department USD Net 30 9/28/2019 Description Units Rate Extended 10 ONESolution MCT Client AVL License - Annual Maintenance Fee 1 $7,973.86 $7,973.86 OSSI AVL Server Host License Maintenance: Start:10/1 /2019, End: 9/30/2020 11 ONESolution Computer -Aided Dispatch System - Annual 1 $15,845.17 S15,845.17 Maintenance Fee OSSI Base Computer Aided Dispatch System Tier 3 Maintenance: Start:10/1 /2019, End: 9/30/2020 12 JMS-MS DISPLAY - Annual Maintenance Fee 1 $2,227.63 $2,227.63 OSSI Client Mugshot Display Software License - 30 Workstation Maintenance: Start:10/1/2019, End: 9/30/2020 13 ONESolution Accident Wizard Base Server License - Annual 1 $1,012.55 $1,012.55 Maintenance Fee OSSI Accident Wizard Base Server License Maintenance: Start:10/1 /2019, End: 9/30/2020 14 ONESolution Canine Tracking - Annual Maintenance Fee 1 $1,113.82 $1,113.82 OSSI RMS Canine Tracking Module Maintenance: Start:10/1/2019, End: 9/30/2020 15 ONESolution MCT to ACS FIREHOUSE Interface - Annual 1 $1,708.69 $1,708.69 Maintenance Fee OSSI - MCT Interface to Firehouse Maintenance: Start:10/1 /2019, End: 9/30/2020 16 ONESolution Professional Standards - Annual Maintenance Fee 1 $3,543.93 $3,543.93 OSSI Professional Standards (Internal Affairs) Module Client Maintenance: Start:10/1 /2019, End: 9/30/2020 17 ONESolution Crime Analysis - Annual Maintenance Fee 1 $2,531.39 $2,531.39 OSSI Crime Analysis Module - Client License Maintenance: Start:10/1 /2019, End: 9/30/2020 18 ONESolution MCT Client License for Message Switch - Annual 4 $68.34 $273.38 Maintenance Fee OSSI - LAN Client License for Message Switch Maintenance: Start:10/1 /2019, End: 9/30/2020 r � CENTRALSQLIARE 1 LU It NU LU UALS Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland (OSSI) Police Department 2555 Cullen Parkway PEARLAND TX 77581 United States Attn. John Knight Invoice Invoice No Date Page 249918 8/29/2019 3 of 8 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Customer No Customer Name Customer PO # Currency Terms Due Date 6025LG Pearland Police Department USD Net 30 9/28/2019 Description Units Rate Extended 19 ONESolution MCT Client -Digital Dispatch - Annual Maintenance 101 $201.49 $20,350.79 Fee OSSI MCT Client for Digital Dispatch Maintenance: Start:10/1 /2019, End: 9/30/2020 20 ONESolution State/NCIC Messaging Software - Annual 1 $4,556.48 $4,556.48 Maintenance Fee OSSI's Integrated Messaging Software Switch Maintenance: Start:10/1 /2019, End: 9/30/2020 21 ONESolution MFR Client - Annual Maintenance Fee 80 $201.49 $16,119.43 ONESolution MFR Client Maintenance: Start:10/1 /2019, End: 9/30/2020 22 ONESolution Accident Wizard - Annual Maintenance Fee 43 $30.37 $1,306.07 OSSI Accident Wizard Workstation License Client + 5 for Moblan Maintenance: Start:10/1 /2019, End: 9/30/2020 23 ONESolution E911 Interface - Annual Maintenance Fee 1 $1,253.03 $1,253.03 OSSI E911 Interface Module Maintenance: Start:10/1 /2019, End: 9/30/2020 24 ONESolution MFR Client-MOBLAN Version - Annual 5 $101.26 $506.32 Maintenance Fee OSSI - MFR Client - MOBLAN Version (Report Writing Room) Maintenance: Start:10/1 /2019, End: 9/30/2020 25 ONESolution RMS Map Display & Pin Mapping License - Annual 1 $1,215.08 $1,215.08 Maintenance Fee OSSI RMS Map Display and Pin Mapping License - 30 Workstation Maintenance: Start:10/1 /2019, End: 9/30/2020 26 ONESolution Mugshot Capture Station Software - Annual 1 $1,113.82 $1,113.82 Maintenance Fee OSSI Mugshot Capture Station Software Only Maintenance: Start:10/1 /2019, End: 9/30/2020 CENTRALSQUARE 1 LLP 1 N U L U U I L Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland (OSSI) Police Department 2555 Cullen Parkway PEARLAND TX 77581 United States Attn. John Knight Customer No Customer Name 6025LG Pearland Police Department Description 27 ONESolution Records Management System - Annual Maintenance Fee OSSI Client Base Records Management System - 30 Workstation Maintenance: Start:10/1/2019, End: 9/30/2020 Invoice Invoice No 249918 Date 8/29/2019 Page 4 of 8 Customer PO # 28 ONESolution Mobile Server Software - Annual Maintenance Fee OSSI Base Mobile Server Software Client Up to 150 Workstations Maintenance: Start:10/1 /2019, End: 9/30/2020 29 ONESolution Jail Management System - Annual Maintenance Fee OSSI Client Jail Management System Module - 5 Workstation Maintenance: Start:10/1 /2019, End: 9/30/2020 30 ONESolution Mobile Field Reporting Server - Annual Maintenance Fee OSSI Review Module for Field Reporting Up to 150 Workstions Maintenance: Start:10/1 /2019, End: 9/30/2020 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Units 1 31 ONESolution Map Converter Software - Annual Maintenance Fee 1 OSSI Map Converter Software Maintenance: Start:10/1/2019, End: 9/30/2020 32 ONESolution State Livescan Interface - Annual Maintenance Fee OSSI State Livescan Interface Maintenance: Start:10/1 /2019, End: 9/30/2020 33 ONESolution CAD Map Display & Map Maint Software Lic - Annual Maintenance Fee ONESolution Additional CAD Map Display & Map Maintenance Client License Maintenance: Start:10/1/2019, End: 9/30/2020 34 ONESolution CAD Map Display & Map Maint Software Lic - Annual Maintenance Fee ONESolution CAD Map Display and Map Maintenance Software License Maintenance: Start:10/1 /2019, End: 9/30/2020 1 3 1 Currency USD Terms Net 30 Rate $11,239.34 Due Date 9/28/2019 Extended $11,239.34 $9,568.63 $9,568.63 $3,037.65 $3,037.65 $7,087.88 $7,087.88 $797.39 $797.39 $1,721.34 $1,721.34 $455.67 $1,367.00 $1,253.03 $1,253.03 CENTRALSQUARE 1 LLPINULUUU.0 Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland (OSSI) Police Department 2555 Cullen Parkway PEARLAND TX 77581 United States Attn. John Knight Invoice Invoice No Date Page 249918 8/29/2019 5 of 8 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Customer No Customer Name Customer PO # Currency Terms Due Date 6025LG Pearland Police Department USD Net 30 9/28/2019 Description Units Rate Extended 35 ONESolution Link Analysis - Annual Maintenance Fee 1 $3,543.93 $3,543.93 OSSI - Link Analysis Module Maintenance: Start:10/1/2019, End: 9/30/2020 36 ONESolution Accident - Annual Maintenance Fee 1 $911.28 $911.28 OSSI Basic Accident Module - 30 Workstation Maintenance: Start:10/1 /2019, End: 9/30/2020 37 ONESolution MCT Client -MAPS - Annual Maintenance Fee 101 $40.51 $4,091.09 OSSI Mobile Client Maps Maintenance: Start:10/1 /2019, End: 9/30/2020 38 ONESolution CAD OpCenter - Annual Maintenance Fee 1 $5,062.75 $5,062.75 OSSI - OPS CAD Maintenance: Start:10/1 /2019, End: 9/30/2020 39 ONESolution RMS Training Module - Annual Maintenance Fee 1 $708.80 $708.80 OSSI Training Module - 5 Workstation Maintenance: Start:10/1 /2019, End: 9/30/2020 40 ONESolution Notification -Annual Maintenance Fee 1 $1,964.35 $1,964.35 OSSI Notification Module - 30 Workstation Maintenance: Start:10/1 /2019, End: 9/30/2020 41 ONESolution CAD to CryWolf Interface -Annual Maintenance 1 $1,708.69 $1,708.69 Fee OSSI - CAD Interface to CryWolf Maintenance: Start:10/1 /2019, End: 9/30/2020 42 ONESolution Pawn Shop/Pawn Watch - Annual Maintenance Fee 1 $506.29 $506.29 OSSI Pawn Shop/Pawn Watch - 5 Workstation Maintenance: Start:10/1 /2019, End: 9/30/2020 43 ONESolution RMS OpCenter - Annual Maintenance Fee OSSI - OPS RMS Maintenance: Start:10/1 /2019, End: 9/30/2020 44 ONESolution Police -to -Citizen - Annual Maintenance Fee OSSI Police to Citizen Maintenance: Start:10/1 /2019, End: 9/30/2020 1 1 $5,062.75 $5,062.75 $2,531.39 $2,531.39 r4; CENTRALSQUARE 1 LLN NULU UILU Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland (OSSI) Police Department 2555 Cullen Parkway PEARLAND TX 77581 United States Attn. John Knight Invoice Invoice No Date Page 249918 8/29/2019 6 of 8 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Customer No Customer Name Customer PO # Currency Terms Due Date 6025LG Pearland Police Department USD Net 30 9/28/2019 Description Units Rate Extended 45 ONESolution MFR Client -Accident Reporting - Annual 35 $101.26 $3,544.26 Maintenance Fee OSSI - MFR Client - Accident Reporting + 5 for Moblan Maintenance: Start:10/1 /2019, End: 9/30/2020 46 ONESolution MFR Client -Arrest - Annual Maintenance Fee OSSI Mobile Arrest Module + 5 for Moblan Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 120076 35 $60.76 $2,126.55 47 ONESolution CAD Client AVL License - Annual Maintenance Fee 4 $455.66 $1,822.65 ONESolution CAD Client AVL License Maintenance: Start:10/1 /2019, End: 9/30/2020 48 ONESolution MCT Client License for Message Switch - Annual 4 $68.34 $273.38 Maintenance Fee OSSI - LAN Client License for Message Switch Maintenance: Start:10/1 /2019, End: 9/30/2020 49 ONESolution CAD Console License - Annual Maintenance Fee 4 $844.20 $3,376.82 OSSI Additional CAD Console License Maintenance: Start:10/1/2019, End: 9/30/2020 50 ONESolution CAD Map Display & Map Maint Software Lic - 4 $432.88 $1,731.50 Annual Maintenance Fee ONESolution Additional CAD Map Display & Map Maintenance Client License Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 17643 51 ONESolution Computer -Aided Dispatch Sys Enterprise Lic Upgr - 1 $2,646.00 $2,646.00 Annual Maintenance Fee ONESolution Computer -Aided Dispatch System Enterprise License Upgrade Maintenance: Start:10/1 /2019, End: 9/30/2020 CENTRALSQUARE 1 LLI1 NU LU L ILS Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland (OSSI) Police Department 2555 Cullen Parkway PEARLAND TX 77581 United States Attn. John Knight Invoice Invoice No Date 249918 8/29/2019 Page 7 of 8 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Customer No Customer Name Customer PO # Currency Terms Due Date 6025LG Pearland Police Department USD Net 30 9/28/2019 Description Units Rate Extended 52 ONESolution Jail Management System Site License Upgrade - 1 $1,323.00 $1,323.00 Annual Maintenance Fee ONESolution Jail Management System Enterprise License Upgrade Maintenance: Start:10/1 /2019, End: 9/30/2020 53 ONESolution Mobile Server Software Site License Upgrade - 1 S11,465.99 $11,465.99 Annual Maintenance Fee ONESolution Mobile Server Software Enterprise License Upgrade Maintenance: Start:10/1 /2019, End: 9/30/2020 54 ONESolution Mobile Field Reporting Server Site License Upgr - 1 $21,697.20 $21,697.20 Annual Maintenance Fee ONESolution Mobile Field Reporting Server Enterprise License Upgrade Maintenance: Start:10/1 /2019, End: 9/30/2020 55 ONESolution Records Management System Site License 1 $6,879.60 $6,879.60 Upgrade - Annual Maintenance Fee ONESolution Records Management System Enterprise License Upgrade Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. Q-00000520 56 ONESolution Pagegate Interface - Annual Maintenance Fee 1 $168.00 $168.00 ONESolution Pagegate Interface Maintenance: Start:10/1 /2019, End: 9/30/2020 57 ONESolution Alpha Numeric Paging - Annual Maintenance Fee 1 $756.00 $756.00 ONESolution Alpha Numeric Paging Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. Q-00000516 58 ONESolution Incode Courts System Interface - Annual Maintenance Fee ONESolution Incode Courts System Interface Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 90938 1 $1,680.00 $1,680.00 CENTRALSQUARE ILL INULUUIL:. Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland (OSSI) Police Department 2555 Cullen Parkway PEARLAND TX 77581 United States Attn. John Knight Customer No Customer Name 6025LG Pearland Police Department Description Invoice Invoice No 249918 Date 8/29/2019 Page 8 of 8 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Customer PO # Currency USD 59 ONESolution MFR Client -Canine - Annual Maintenance Fee OSSI Canine Module in MFR Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 141904 60 ONESolution Gang - Annual Maintenance Fee Gang Profile Module Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 100445 61 ONESolution TDEX Interface - Annual Subscription Fee OSSI - Interface to TDEX Maintenance: Start:10/1 /2019, End: 9/30/2020 Please include invoice number(s) on your remittance advice, made payable to Superion, LLC ACH / EFT: Routing Number 0710-000-39 Account Number 81880-15335 Bank of America (Phone 800-432-1000) E-mail payment details to: Accounts.Receivable@centralsquare.com Check: 12709 Collection Center Drive Chicago, IL 60693 Units 2 1 1 Subtotal Tax Invoice Total Payments Applied Balance Due Terms Net 30 Rate $63.80 Due Date 9/28/2019 Extended $127.61 $748.58 $748.58 $303.75 $303.75 $217,696.67 $0.00 $217,696.67 $0.00 $217,696.67 CENTRALSQUARE 1 LL11 N U LU U Itt1 Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland Fire Marshall's Office Attn: Justin Arnold 2703 Veteran's Drive PEARLAND TX 77584 United States Invoice Invoice No Date Page 249917 8/29/2019 1 of 1 Ship To Pearland Police Department Attn: Justin Arnold, IT Infrastructure Architec 2703 Veterans Drive, Pearland TX 77584 United States Customer No Customer Narne Customer PO # Currency Terms Due Date 6025LG Pearland Police Department USD Net 30 9/28/2019 Description Units Rate Extended Contract No. 130872 1 ONESolution RMS Workstation - Annual Maintenance Fee 7 $289.14 $2,023.99 OSSI Additional RMS Workstation License Maintenance: Start:10/1 /2019, End: 9/30/2020 2 ONESolution RMS Map Display & Pin Mapping License - Annual 7 $38.55 $269.88 Maintenance Fee OSSI Additional RMS Map Display and Pin Mapping License Maintenance: Start:10/1 /2019, End: 9/30/2020 3 ONESolution Multi -Jurisdictional RMS Option - Annual 1 $796.32 $796.32 Maintenance Fee OSSI Multi -Jurisdictional RMS Option Maintenance: Start:10/1 /2019, End: 9/30/2020 Please include invoice number(s) on your remittance advice, made payable to Superion, LLC ACH / EFT: Routing Number 0710-000-39 Account Number 81880-15335 Bank of America (Phone 800-432-1000) E-mail payment details to: Accounts.Receivable@centralsquare.com Check: 12709 Collection Center Drive Chicago, IL 60693 Subtotal $3,090.19 Tax $0.00 Invoice Total $3,090.19 Payments Applied $0.00 Balance Due $3,090.19 CENTRALSQUARE I L U N N U L U U I L Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Invoice Invoice No 247515 Date 8/6/2019 Page 1 of 3 Ship To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Customer No Customer Name Customer PO # Currency Terms Due Date 2101 LG City of Pearland USD Net 30 9/5/2019 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 /2019, End: 9/30/2020 2 iTRAKiT Suite - Annual Maintenance Fee 1 $0.00 $0.00 Mobility Suite - iTRAKiT Maintenance: Start:10/1 /2019, End: 9/30/2020 3 LicenseTRAK - Annual Maintenance Fee 1 $0.00 $0.00 LicenseTRAK Maintenance: Start:10/1 /2019, End: 9/30/2020 4 PermitTRAK - Annual Maintenance Fee 1 $0.00 $0.00 PermitTRAK Maintenance: Start:10/1/2019, End: 9/30/2020 5 ProjectTRAK - Annual Maintenance Fee 1 $0.00 $0.00 ProjectTRAK Maintenance: Start:10/1/2019, End: 9/30/2020 6 TRAKiT End User License - Annual Maintenance Fee 1 S45,753.75 S45,753.75 TRAKiT(30 USERS) Maintenance: Start:10/1 /2019, End: 9/30/2020 7 TRAKiT Community Development Core - Annual Maintenance 1 $0.00 $0.00 Fee AEC TRAK Maintenance: Start:10/1/2019, End: 9/30/2020 8 TRAKiT eMarkup Server - Annual Maintenance Fee 1 $0.00 $0.00 eMarkup Maintenance: Start:10/1/2019, End: 9/30/2020 9 LandTRAK - Annual Maintenance Fee 1 $0.00 $0.00 LandTrak Maintenance: Start:10/1/2019, End: 9/30/2020 10 iTRAKiT Mobile PDA - Annual Maintenance Fee 1 $0.00 $0.00 MobileTRAK Maintenance: Start:10/1/2019, End: 9/30/2020 +, CENTRALSQILIARE 1 L 1: 11 N U L U Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Invoice Invoice No 247515 Date 8/6/2019 Page 2 of 3 Ship To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Customer No Customer Name 2101 LG City of Pearland Customer PO # Currency Terms USD Net 30 Due Date 9/5/2019 Description 11 CodeTRAK Annual Maintenance Fee CodeTRAK Maintenance: Start:10/1 /2019, End: 9/30/2020 12 CRM TRAK - Annual Maintenance Fee CRM TRAK Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 150783 13 TRAKiT Laserfiche API - Annual Maintenance Fee TRAKiT Laserfiche Integration Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 20009 14 TRAKiT End User License - Annual Maintenance Fee TRAKiT User Licenses Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 150839 15 Bluebeam Server API for TRAKiT - Annual Maintenance Fee TRAKiT Bluebeam API Interface Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 20367 16 TRAKiT Credit Card Reader Interface - Annual Maintenance Fee TRAKiT Credit Card Reader Interface Maintenance: Start:10/1 /2019, End: 9/30/2020 Units Rate 1 $0.00 1 $0.00 1 $1,736.44 1 $4,410.00 1 $0.00 1 $1,653.75 Extended $0.00 $0.00 $1,736.44 $4,410.00 $0.00 $1,653.75 CENTRALSQUARE I L L II N UL ULIL:: Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Customer No Customer Name 2101 LG City of Pearland Please include invoice number(s) on your remittance advice, made payable to Superion, LLC ACH / EFT: Routing Number 0710-000-39 Account Number 81880-15335 Bank of America (Phone 800-432-1000) E-mail payment details to: Accounts.Receivable@centralsquare.com Check: 12709 Collection Center Drive Chicago, IL 60693 Invoice No 247515 Invoice Date 8/6/2019 Ship To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Customer PO # Currency Terms USD Net 30 Subtotal Tax Invoice Total Payments Applied Balance Due Page 3 of 3 Due Date 9/5/2019 $53,553.94 $0.00 S53,553.94 $0.00 $53,553.94 CENTRALSQLIARE I t. C., n U LU❑IL:: Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Invoice Invoice No Date Page 249849 8/28/2019 1 of 2 Ship To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Customer No Customer Name Customer PO # Currency Terms Due Date 2101 LG City of Pearland USD Net 30 9/27/2019 Description Units Rate Extended Contract No. 20020784 1 NaviLine Document Management Services - Annual Maintenance Fee DMS - Document Management Services Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 9612129 2 NaviLine Land/Parcel Mgmt-Annual Maintenance Fee -NSP - Annual Maintenance Fee LAND/PARCEL MANAGEMENT Maintenance: Start:10/1 /2019, End: 9/30/2020 3 NaviLine Work Orders/Facility Management - Annual Maintenance Fee Work Orders/Facilites Management Maintenance: Start:10/1 /2019, End: 9/30/2020 Contract No. 70488 1 1 1 $1,277.36 $1,277.36 $4,399.83 $4,399.83 $9,277.01 $9,277.01 4 NaviLine Asset Management II - Annual Maintenance Fee 1 $3,864.36 $3,864.36 Asset Management II Maintenance: Start:10/1 /2019, End: 9/30/2020 5 NaviLine Continuing Property Records - Annual Maintenance 1 $2,457.95 $2,457.95 Fee Continuing Property Records Maintenance: Start:10/1 /2019, End: 9/30/2020 CENTRALSQUARE I LC HN U LUUIL6 Superion, LLC, a CentralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 www.centralsquare.com Toll free 800-727-8088 Billing Inquiries: Accounts.Receivable@centralsquare.com Bill To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Invoice Invoice No 249849 Date 8/28/2019 Page 2 of 2 Ship To City of Pearland John Knight PO Box 2719 PEARLAND TX 77588-2719 United States Customer No Customer Name 2101 LG City of Pearland Customer PO # Currency Terms Due Date USD Net 30 9/27/2019 Please include invoice number(s) on your remittance advice, made payable to Superion, LLC ACH / EFT: Routing Number 0710-000-39 Account Number 81880-15335 Bank of America (Phone 800-432-1000) E-mail payment details to: Accounts.Receivable@centralsquare.com Check: 12709 Collection Center Drive Chicago, IL 60693 Subtotal Tax Invoice Total Payments Applied Balance Due S21,276.51 $0.00 S21,276.51 $0.00 $21,276.51 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 signatures of 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: PRINT NAME: N \ PRINT TITLE: @,;tA s\nci DATE SIGNED: \13\5\C,; BY: PRINT NAME_ Thomas V. Huber AND TITLE: resident, SunGard Public Sector Inc DATE SIGNED: Al'U4)in Qr' I ;04 THIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution Date The parties agree as follows: 1. Definitions. "Baseline" means the general release version of a Component System as updated to the particular time in question through both SunGard Public Sector's warranty services and SunGard Public Sector's Maintenance Program, but without any other modification whatsoever. "Component System" means any one of the computer software programs which is identified in Exhibit 1 as a Component System, including all copies of Source Code (if provided), Object Code and all related specifications, documentation, technical information, and all corrections, modifications, additions, improvements and enhancements to and all Intellectual Property Rights for such Component System "Confidential Information" means non-public information of a party to this Agreement. Confidential Information of SunGard Public Sector includes the Software, all software provided with the Software, and algorithms, methods, techniques and processes revealed by the Source Code of the Software and any software provided with the Software. Confidential Information does not include information that (1) is or becomes known to the public without fault or breach of the Recipient, (ii) the Discloser regularly discloses to third parties without restriction on disclosure; or (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non -disclosure obligation "Delivery Address" means the Customer shipping address set forth in Exhibit 1 as the Delivery Address. "Delivery Date" means, for each Component System, the date on which SunGard Public Sector first ships the Component System to the Delivery Address F.O B SunGard Public Sector's place of shipment. "Discloser" means the party providing its Confidential Information to the Recipient. "Defect" means a material deviation between the Baseline Component System and its documentation, for which Defect Customer has given SunGard Public Sector enough information to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both comparable to the Equipment and that is under SunGard Public Sector's control. "Execution Date" means the latest date shown on the signature page of this Agreement. "Equipment" means a hardware and systems software configuration meeting the "Equipment" criteria set forth in Exhibit 1. "Exhibit 1" means, collectively (i) The schedule attached to this Agreement which is marked as "Exhibit 1," including all attached Software Supplements; and (ii) any schedule also marked as "Exhibit 1" (also including any attached Software Supplements) that is attached to any amendment to this Agreement. Other appendices to this Agreement are numbered sequentially and are also "Exhibits." "Intellectual Property Rights" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confidential Information. "Software" means the Component Systems listed in Exhibit 1 "Customer Employees" means (i) Customer's employees with a need to know, and (ii) third party consultants engaged by Customer who have a need to know, who have been pre - approved by SunGard Public Sector, and who, prior to obtaining access to the Software, have executed a SunGard Public Sector -approved non- disclosure agreement. "Object Code" means computer programs assembled, compiled, or converted to magnetic or electronic binary form on software media, which are readable and usable by computer equipment. "Recipient" means the party receiving Confidential Information of the Discloser. "Software Supplement" means, with respect to a Component System, the addendum provided as part of Exhibit 1 that contains additional terms, conditions, limitations and/or other information pertaining to that Component System If any terms of a Software Supplement conflicts with any other terms of this Agreement, the terms of the Software Supplement will control. "Source Code" means computer programs written in higher-level programming languages, sometimes accompanied by English language comments and other programmer documentation 2. Right to Grant License and Ownership. SunGard Public Sector has the right to grant Customer this license to use the Software. Except as otherwise indicated in a Software Supplement, SunGard Public Sector owns the Software. 3. License. Subject to the terms and conditions of this Agreement, SunGard Public Sector grants Customer a perpetual, non-exclusive, non- transferable license to use and copy for use the Software on the Equipment within the United States of America for Customer's own, non- commercial computing operations. Any rights not expressly granted in this Agreement are expressly reserved. (a) Source Code. If Exhibit 1 to this Agreement does not otherwise provide that Customer has a license to use Source Code for a particular Component System, then Customer has no rights in or to the Source Code for that Component System Only with respect to the Component Systems for which the Source Code is so licensed, Customer has the right to compile, modify, improve and enhance the Software. Customer will not disclose all or any part of the Source Code for the Software to any person except Customer Employees who, before obtaining access to the Source Code, have been informed by Customer in writing of the non- disclosure obligations imposed on both Customer and such Customer Employees under this Agreement. (b) Object Code. Customer has right to use the Software in Object Code form. Customer also has the right to use the Software in Object Code form temporarily on another SunGard Public Sector -supported configuration, for disaster recovery of Customer's computer operations. (c) Documentation. Except as otherwise provided for in the applicable Software Supplement, Customer can make a reasonable number of copies of the documentation for each Component System for its use in accordance with the terms of this Agreement. (d) Restrictions on Use of the Software. Customer is prohibited from causing or permitting the reverse engineering, disassembly or decompilation of the Software. Customer is prohibited from using the Software to provide service bureau data processing services or to otherwise provide data processing services to third parties. Customer will not allow the Software to be used by, or disclose all or any part of the Software to, any person except Customer Employees. Without limiting the foregoing, Customer is permitted to allow use of the input and/or output sensory displays of or from the Software by third parties on a strict "need to know" basis, and such use will not be deemed a non - permitted disclosure of the Software. Customer will not allow the Software, in whole or in part, to be exported outside of the United States of America, in any manner or by any means, without in each instance obtaining SunGard Public Sector's prior written consent and, if required, a validated export license from the Office of Export Administration within the U.S. Department of Commerce and such other appropriate United States governmental authorities. (e) Intellectual Property Rights Notices. Customer is prohibited from removing or altering any of the Intellectual Property Rights notice(s) embedded in or that SunGard Public Sector otherwise provides with the Software. Customer must reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that Customer makes of the Software. 4. Services. (a) Generally. SunGard Public Sector will provide Customer with the information services identified in Exhibit 1, for the fees provided in Exhibit 1. (b) Additional Services. SunGard Public Sector can also provide Customer with additional information services, at SunGard Public Sector's then -current rates, or at such other rates as are agreed to by the parties in an amendment to this Agreement (c) Workmanlike Skills. SunGard Public Sector will render all services under this Agreement in a professional and workmanlike manner. SunGard Public Sector will promptly replace any SunGard Public Sector personnel that are rendering services on-site at a Customer facility if Customer reasonably considers the personnel to be unacceptable and provides SunGard Public Sector with notice to that effect, provided that such replacement does not violate any law or governmental regulation applicable to such personnel replacement (d) Conditions On Providing Services. In each instance in which SunGard Public Sector is providing Customer with services, SunGard Public Sector and Customer will develop a project plan that identifies each party's responsibilities for such services. The project plan will describe in detail the tentative schedule and the scope of services that SunGard Public Sector will provide. Customer will establish the overall project direction, including assigning and managing the Customer's project personnel team. Customer must assign a project manager who will assume responsibility for management of the project Customer must ensure that the Equipment is operational, accessible and supported at the times agreed to by the parties in the project plan. While SunGard Public Sector is providing such services, Customer must provide SunGard Public Sector with such facilities, equipment and support as are reasonably necessary for SunGard Public Sector to perform its obligations, including remote access to the Equipment. 5. Delivery. Except as otherwise provided in Exhibit 1, SunGard Public Sector will deliver all Component Systems to Customer at the Delivery Address. 6. Payment and Taxes. (a) Payment. (i) License Fees. Fees for the Software will be due to SunGard Public Sector as provided for in Exhibit 1 (ii) Professional Services Fees. Except as otherwise provided in Exhibit 1, fees for professional services will be invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice. Customer will reimburse SunGard Public Sector for actual travel and living expenses that SunGard Public Sector incurs in providing Customer with services under this Agreement. Such travel and living expenses will be invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice. SunGard Public Sector will use reasonable efforts to limit travel and living expenses by using coach air fare, booked in advance when available, staying at hotels identified in advance by Customer as offering Customer's contractors a discounted rate, and sharing rental cars. Reimbursement is subject to any statutory reimbursement limitations imposed on Customer contractors, and Customer will provide SunGard Public Sector with a copy of such limitations before SunGard Public Sector incurs expenses. (iii) Late Charge. SunGard Public Sector will have the right to charge a late fee to the extent that payment is received later than thirty (30) days from the date of invoice Late fees will be calculated based on a per annum rate equal to the lesser of: (i) the prime lending rate established from time to time by Citizens Bank, Philadelphia, Pennsylvania plus three percent (3%), and (ii) the highest rate permitted by applicable law, and will be payable to SunGard Public Sector on demand (b) Taxes. Customer is responsible for paying all taxes (except for taxes based on SunGard Public Sector's net income or capital stock) relating to this Agreement, the Software, any services provided or payments made under this Agreement Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. (c). Scheduled Resource Changes For training and on-site project management sessions which are cancelled at the request of Customer within fourteen (14) days of the scheduled start date, Customer is responsible for entire price of the training or on-site project management plus incurred expenses. 7. Limited Warranty, Disclaimer of Warranty and Election of Remedies. (a) Limited Software Warranty by SunGard Public Sector and Remedy For Breach. For each Component System, SunGard Public Sector warrants to Customer that, for a period of twelve (12) months after the Delivery Date, the Baseline Component System,_as used by Customer on the Equipment for its own, non-commercial computing operations, will operate without Defects. For each Defect, SunGard Public Sector, as soon as reasonably practicable and at its own expense, will provide Customer with an avoidance procedure for or a correction of the Defect. If, despite its reasonable efforts, SunGard Public Sector is unable to provide Customer with an avoidance procedure for or a correction of a Defect, then, subject to the limitations set forth in Section 16 of this Agreement, Customer may pursue its remedy at law to recover direct damages resulting from the breach of this limited warranty These remedies are exclusive and are in lieu of all other remedies, and SunGard Public Sector's sole obligations for breach of this limited warranty are contained in this Section 7(a) (b) Disclaimer of Warranty. The limited warranty in Section 7(a) is made to Customer exclusively and is in lieu of all other warranties. SUNGARD PUBLIC SECTOR MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR THE SOFTWARE, IN WHOLE OR IN PART. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. SUNGARD PUBLIC SECTOR EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. CUSTOMER WAIVES ANY CLAIM THAT THE LIMITED WARRANTY SET FORTH IN SECTION 7(A) OR THE REMEDY FOR BREACH OF SUCH LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. (c) Abrogation of Limited Warranty. The limited warranty in Section 7(a) will be null and void if (i) anyone (including Customer) other than SunGard Public Sector modifies the Baseline Component System; or (ii) Customer does not implement changes that SunGard Public Sector provides to correct or improve the Baseline Component System. If despite any modification of the Component System, SunGard Public Sector can replicate the reported problem in the Baseline Component System as if the problem were a Defect, then SunGard Public Sector will nonetheless provide Customer with an avoidance procedure for or a correction of that reported problem for use in the Baseline Component System as though the reported problem were a Defect (d) FAILURE OF ESSENTIAL PURPOSE. THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN SECTIONS 7 AND 16 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER CUSTOMER HAS ACCEPTED ANY SOFTWARE OR SERVICE UNDER THIS AGREEMENT. 8. Confidential Information. Except as otherwise permitted under this Agreement, the Recipient will not knowingly disclose to any third party, or make any use of the Discloser's Confidential Information. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information of equal importance. Except in connection with the Software and any software provided with the Software, the non -disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Recipient's receipt of that item. However, Customer's obligations to maintain both the Software and any software provided with the Software as confidential will survive in perpetuity 9. Indemnity by SunGard Public Sector. SunGard Public Sector will defend, indemnify and hold Customer harmless from and against any loss, cost and expense that Customer incurs because of a claim that use of a Baseline Component System infringes any United States copyright of others. SunGard Public Sector's obligations under this indemnification are expressly conditioned on the following: (i) Customer must promptly notify SunGard Public Sector of any such claim, (ii) Customer must in writing grant SunGard Public Sector sole control of the defense of any such claim and of all negotiations for its settlement or compromise (if Customer chooses to represent its own interests in any such action, Customer may do so at its own expense, but such representation must not prejudice SunGard Public Sector's right to control the defense of the claim and negotiate its settlement or compromise); (iii) Customer must cooperate with SunGard Public Sector to facilitate the settlement or defense of the claim; (iv) the claim must not arise from modifications or (with the express exception of the other Component Systems and third party hardware and software specified by SunGard Public Sector in writing as necessary for use with the Software) from the use 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 become, the subject of a United States copyright infringement claim, then SunGard Public Sector, at its sole option and expense, will either (A) obtain for Customer the right to continue using the Component System under the terms of this Agreement; (B) replace the Component System with products that are substantially equivalent in function, or modify the Component System so that it becomes non -infringing and substantially equivalent in function; or (C) refund to Customer the portion of the license fee paid to SunGard Public Sector for the Component System(s) giving rise to the infringement claim, less a charge for use by Customer based on straight line depreciation assuming a useful life of five (5) years. THE FOREGOING IS SUNGARD PUBLIC SECTOR'S EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 10. Term and Termination. (a) Right of Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking termination must give the other party notice that describes the event or condition of termination in reasonable detail. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination If the event or condition giving rise to the right of termination is not cured within that period, this Agreement will automatically be deemed terminated at the end of that period. However, notice to SunGard Public Sector of a suspected Defect will not constitute a notice of termination of this Agreement. (b) Effect of Termination. Upon termination of this Agreement by either party, Customer will promptly return to SunGard Public Sector or (at SunGard Public Sector's request) will destroy all copies of the Software, and will certify to SunGard Public Sector in writing, over the signature of a duly authorized representative of Customer, that it has done so (c) Survival of Obligations. All obligations relating to non-use and non -disclosure of Confidential Information and indemnity will survive termination of this Agreement. (d) Termination Without Prejudice to Other Rights and Remedies. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when: Delivered personally; sent by United States registered or certified mail, return receipt requested; transmitted by facsimile confirmed by United States first class mail; or sent by overnight courier. Notices must be sent to a party at its address shown on the first page of this Agreement, or to such other place as the party may subsequently designate for its receipt of notices. 12. Force Majeure. Neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including Acts of God, acts of war, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance. 13. Assignment. Neither party may assign any of its rights or obligations under this Agreement, and any attempt at such assignment will be void without the prior written consent of the other party. For purposes of this Agreement, "assignment" will include use of the Software for benefit of any third party to a merger, acquisition and/or other consolidation by, with or of Customer, including any new or surviving entity that results from such merger, acquisition and/or other consolidation. However, the following will not be considered "assignments" for purposes of this Agreement: SunGard Public Sector's assignment of this Agreement or of any SunGard Public Sector rights under this Agreement to SunGard Public Sector's successor by merger or consolidation or to any person or entity that acquires all or substantially all of its capital stock or assets; and SunGard Public Sector's assignment of this Agreement to any person or entity to which SunGard Public Sector transfers any of its rights in the Software. 14. No Waiver A party's failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. 15. Choice of Law; Severability. This Agreement will be governed by and construed under the laws of the State of Florida, without reference to the choice of laws provisions thereof If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. 16. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH THE SOFTWARE, ANY SERVICES, THIS LICENSE OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEE THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR (OR, IF NO DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1, THE FEE REASONABLY ASCRIBED BY SUNGARD PUBLIC SECTOR) FOR THE COMPONENT SYSTEM OR SERVICES GIVING RISE TO THE LIABILITY. (b) EXCLUSION OF DAMAGES. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 17. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Customer in connection with this Agreement does not modify this Agreement No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. Resolution No. R2015-51 Exhibit "A" AGREEMENT FOR THE INSTALLATION AND USE OF COMMUNITY DEVELOPMENT SOFTWARE SOLUTION This Agreement is entered into this ,4"� day of 0,� , by and between CITY OF PEARLAND, TX, (hereinafter "CLIENT") and CRW SYSTEMS, INC., (hereafter "CRW") the installation of a permit and code enforcement software, and other services, as specifically provided herein (hereafter referred to as "the Project"). IN CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows: A. SCOPE OF SERVICES / SCOPE OF WORK A.1. PROJECT DESCRIPTION: The Project is more specifically defined as follows: Installation of an automated community development platform solution, and related subsystems. A.2. AGREEMENT CONTENTS: This Agreement includes the following Exhibits: Exhibit A. Project Scope of Work. Exhibit B. Project Milestone and Payment Schedule. Exhibit C. Project Cost Summary Exhibit D. Software License Exhibit E. System Acceptance Testing Exhibit F. Recommended System Specification Requirements A.3. COMMENCEMENT DATE: A.3.1. The commencement date for the services to be provided by CRW shall be the date upon which CRW is in receipt of all of the following: (a) a fully executed original of this Agreement, (b) written notice to proceed provided by CLIENT. CRW shall not be obligated to perform any work pursuant to the Project, including labor or materials, prior to the commencement date as defined herein. A.3.2. A Scope of Work, with itemized pricing of various items associated with the Project is attached hereto as Exhibits A and B, and incorporated herein by this reference. Subject to CLIENT'S duties and responsibilities provided in Section 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 the estimated time period in which various Project items will be completed. It is not intended to impose strict deadlines for completion of all or any part of the work. A.2.3. The time schedule provided in Exhibit A, 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 C of this Agreement. B. DUTIES AND RESPONSIBILITIES OF CRW B.1. SCOPE OF WORK: B.1.1. After the commencement date, CRW shall perform the following services: (1) Install TRAKiT software, along with the following modules: a) GeoTRAK b) PermitTRAK c) ProjectTRAK d) AECTRAK e) CodeTRAK f) CRM TRAK g) LicenseTRAK h) Standard Level TRAKiT GIS License i) iTRAKiT j) eTRAKiT k) eMarkup I) Selectron IVR API (2) Provide data conversion of CLIENT'S existing data and incorporate data into CRW system. (3) Provide configuration assistance in accordance with work processes and business rules established prior to the Workbook Collection meeting. (4) Provide hands-on, Administrator Training, as specifically provided herein. (5) Provide on-site, hands-on, User Training, as specifically provided herein. B.1.2. 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. B.2. 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 control, including, but not limited to, (a) failure of CLIENT to furnish timely information; (b) failure of CLIENT to approve or disapprove of CRW's work, avid/or (c) strikes, lockouts, accidents, or acts of GOD. C. DUTIES & RESPONSIBILITIES OF CLIENT C.1. INFORMATION TO BE PROVIDED BY CLIENT: C.1.1. CLIENT will provide all information necessary for CRW to establish the permit software control files, including but not limited to: (1) Current valuation and fee structures (2) Current Permit, 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 requirements. C.1.2. The CLIENT will provide CRW with access to CLIENT workstations and disk space for installation of the software. C.1.3. 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 -Windows functions. C.2. CLIENT COOPERATION: C.2.1. CLIENT understands that timely completion of the Project is dependent in significant part upon the timely cooperation of CLIENT in providing information to CRW necessary to complete the project, including, but not limited to: (a) Data obtained from CLIENT'S present system to be incorporated into the new CRW system; and (b) information relative to desired permit forms to be incorporated into the CRW system. C.2.1.1. Should substantial changes occur that affect the project timeline, 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 workstations and servers upon CRW's request. C.2.3. CLIENT workstations and servers must be compatible with software configurations requested by CRW. C.2.3.1. CRW may, at its discretion, provide a workstation to be deployed on the CLIENT's network for the purpose of demonstrating the configuration of the acquired Software. D. COMPENSATION D.1. CRW COMPENSATION & FEES: CLIENT agrees to compensate CRW for professional 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 Tabor, materials, and travel associated with this Project as specified in Exhibit C "Project Cost Summary". 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 provided in 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 WORK 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 11.1 of this Agreement, and an authorized representative of CRW. Such signed requests shall include (a) a description of the 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 for 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 equivalent computer program or modify Software to avoid the infringement. F.2. INSURANCE: CRW, shall at CRW's own expense, purchase, maintain and keep in force during the term of this Agreement (unless otherwise stated below) such insurance as set forth 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.2.1. 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 from 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 A:VII or better. F.2.6. CRW hereby waives subrogation rights for loss or damage to the extent same are covered by insurance. Insurers shall have no right of recovery or subrogation against CLIENT, it being the intention that the insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered by the policies. F.3. PROOF OF INSURANCE: Exhibit G contains a Certificate of Insurance for Items F.2 above as proof that said insurance is in full force as of the date of this Agreement. Additionally, CRW shall deliver to CLIENT an updated Certificate of Insurance for Items F.2 with every invoice submitted during the term of this Agreement. 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. G. TERMINATION G.1. TERMINATION OF AGREEMENT G.1.1. This Agreement may be terminated by CLIENT at any time, 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 termination. 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 computers. G.1.3. Within 30 days of termination CLIENT agrees to provide CRW with written confirmation that all CRW software has been destroyed. Within its sole discretion, and upon reasonable 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: 11.1.1. All plans, specifications, reports, and other design documents prepared by CRW pursuant to this Agreement shall become property of CLIENT only after completion of the Project. H.1.2. All source code for computer programs or modifications to programs, which are produced pursuant to this Agreement shall be deemed, and remain, 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.1.3. 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 modifications, 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, without CRW 's prior written consent. H.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. H.2.3. CLIENT will be registered as a Registered Beneficiary of the Software Escrow Agreement. I. • COMMUNICATION THROUGH CLIENT / CRW DESIGNATED REPRESENTATIVES All communication relating to project status shall be exchanged between a designated representative of the CLIENT and a designated representative of CRW as identified below. 1.1. DESIGNATED CONTRACT REPRESENTATIVES: 1.1.1. The designated representative of CLIENT and CRW Systems is as follows: CLIENT CRW 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 Phone: (281) 652-1601 Phone: (858) 451-3030 Fax: (281) 652-1700 Fax: (760) 438-2060 Email: jknight@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. 1.2 DESIGNATED SYSTEM ADMINISTRATOR: 1.2.1. 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 in 1.1.1 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 Agreement, 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.) 1.2.3. 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 required by law. J.2. STATUS OF CRW AS CONSULTANT: Throughout the term of this Agreement, CRW, its employees, subcontractors, consultants, and agents shall be considered as an independent contractor(s). Nothing in this Agreement shall be interpreted to imply an employee -employer relationship between CLIENT and CRW. 1.3. MEDIATION OF DISPUTES: Prior to the commencement of any litigation arising out of this Agreement, both CRW and CLIENT agree to participate in good faith in non-binding mediation of any dispute or claim, which remains unresolved after informal discussions. Both CRW and CLIENT shall negotiate in good faith to select a qualified mediator. J.4. ATTORNEY'S FEES: In the event that any legal proceeding is instituted by either CRW or CLIENT to enforce the terms of this Agreement or to determine the rights of CRW or CLIENT, the prevailing party in said legal proceeding shall be entitled to recover its reasonable costs and attorney's fees. 1.5. APPLICABLE LAW: This Agreement, its interpretation and all work performed thereunder shall be governed by the laws of the State of Texas. Venue for the enforcement of this agreement shall lie exclusively in Brazoria County, Texas. All claims, disputes, and other matters in question arising out of, or relating to, this agreement or the breach thereof shall be resolved in the Court of Brazoria County, Texas, and all parties hereto specifically waive any "venue privilege" they may have in any other jurisdiction. 1.6. BINDING ON SUCCESSORS: All the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. 1.7. DUE AUTHORITY: CLIENT represents and warrants that the person executing this Agreement on behalf of CLIENT is an agent of CLIENT and has full and complete authority to execute this Agreement and enter into the terms and covenants provided herein, and has been designated by CLIENT to execute this Agreement on behalf of CLIENT. CRW represents and warrants that the person executing this Agreement on behalf of CRW is an agent of CRW and has full and complete authority to execute this Agreement and enter into the terms and covenants provided herein, and have been designated by CRW to execute this Agreement on behalf of CRW. J.B. WARRANTY ON TITLE: CRW warrants that it has good title and all proprietary rights to the Software to enable it to license its use to CLIENT free of any proprietary rights of any other party or any other encumbrance. 1.9. APPLICATION SOFTWARE WARRANTY: CRW warrants that its Software will perform in the manner described in the Agreement documents including CRW's Proposal for a Software and Implementation Services for Enterprise Software Systems dated June 17, 2014, hereby incorporated by reference as if fully contained herein and any other written user documentation for the version installed. This Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit E attached hereto. J.10 SERVICES WARRANTY: CRW warrants that the services provided hereunder shall be executed in a correct and competent manner consistent with the professional standards of the industry. Any error or defect in the services provided hereunder shall be corrected by CRW at no additional cost to the CLIENT. ENTIRE AGREEMENT: This Agreement contains the entire understanding and agreement between CRW and CLIENT. Any prior agreements, promises, proposals, negotiations or representations—oral or written—not expressly set forth herein shall be of no force or effect. In the event of a conflict between the terms and conditions of this Agreement and any document incorporated by reference, the terms and conditions of this Agreement shall prevail. This Agreement may be modified or amended only by written agreement signed by both CRW and the CLIENT. J.12. AGREEMENT AS OFFER: This Agreement shall be valid only if it is signed by both CLIENT and CRW, and a signed original has been received by both parties on or before April 1, 2015. CITY OF PEARLAND, TX Dated: M Ch 23, 2015 By: Clay Pear.. n, City Manager CRW SYSTEMS, INC. Dated: , iff ' owitz, 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 A N D CITY OF PEARLAND, TEXAS ("Customer"), a with its principal place of business at 3519 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 defined 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. L 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. II. 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; 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 shall 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 compilation of 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 OSLO 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 of a Basic License shall be notice of discontinuance of all OSLO Licenses for that Basic License. III. 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 (1) 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 may be discontinued by the Customer upon one (1) month's written notice, except that, during the testing period, the Customer may discontinue any license at any time upon written notice effective immediately. 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 thezerms and conditions of this Agreement. (material —� Notice of discontinuance of any or all licenses shall not be considered notice of termination of this Agreement unless specifically stated. LJ ) 0 Commencement and Invoicing of Chargcs. Periodic charges will commence on thc day, Monday through Friday, following thc e of thc tcstm'od, or ten (10) days aftcr shipment of thc Liccnscd Program by H.T.E. if there is no testing period, cxccpt as set fo • : ow in this sub -section. C .• .- for a partial month's use will be prorated bascd on a thirty (30) day month. Other periodic char not be pro- rated and arc not rcfundab c' ole or in part. Periodic chargcs will bc invoiced in advance. Unless otherwise specified by H.T.E., on c charges, initial chargcs and Liccnscd Optio' .. ateriai charges will be duc on thc day, Monday through Friday, following the end of thc testm: - iod, or ten (10) days after s ' • nt of thc Liccnscd Program Materials by H.T.E. if there is no testing period, or if such period has expired, exec set forth •. . • in this sub-scction. For additional licenses for which thc Customcr has electecUke copics pu t to thc section entitled "Additional Licenses" and for which there is no testing period, periodic charges will be -dile upon thc cffcctivc date for -onal license dcsignatcd in thc Supplement. Process chargcs will be duc upon -receipt by the Customcr of the Liccnscd Program Materials to whic h charges apply and are not refundable even if thc Cust • • iscontinucs the Licensed Program prior to or during the testing period. Pa} 11 bc made as stated in the invoice, to the address of the principal place of business of H.T.E. as stated above, or to suc a as may be stated in the invoice. 4.03. Applicable Taxes. In addition to the charges duc under this Agreement, the Customcr agrees to pay amounts cqual to any taxes resulting from this Agreement, or any activities hereunder, exclusive of taxes bascd on H.T.E.'s net income. The City will provide proof of tax exemption. 4.04. Price Changes. Periodic charges arc subject to change by H.T.E. upon thirty (30) days written noticc to the Customer. Any changes in periodic charges become effective on thc first day of the period which commences on or after the effective date spccificd in the writtcn notice to Customer. Initial charges, one-time chargcs, process or upgrade chargcs, and charges for Liccnscd Optional Materials arc subject to change without prior noticc cxccpt that such chargcs shall not be increased if, prior to thc date of the noticc, (i) the Licensed Program Materials had been ship- ped by H.T.E., or (ii) thc Customer had copied Licensed Program Matcrials pursuant to the subsection entitled "Additional Licenses." In addition, if thc Customcr's writtcn ordcr was rcccivcd by H.T.E. prior to the announcement of such incrcasc in charges, such chargcs shall not bc increased if, within one (1) month after the date of noticc, shipment of the Liccnscd Program Materials occurs or thc Customer copies Liccnscd Program Materials pursuant to thc subsection entitled "Additional Licenses." If charges arc increased for any Licensed Program Matcrials, thc Customer may discontinuc them in accordance with the provisions of this Agreement; otherwise, the new charges will become effective. V. SHIPMENT Thc estimated shipmcnt date for the Liccnscd Programs will bc spccificd by H.T.E. H.T.E. docs not, howcvcr, represent or warrant that such shipment date will be met. H.T.E. will notify the Customcr of thc type of program storagc media required for shipment. Unless returnable or disposable media arc used, thc program storage media must be provided by Customcr or ordered from H.T.E. at thc applicable charge. Exccpt when otherwise spccificd by H.T.E., the Liccnscd Program Materials will be shipped to the Customer without shipping charge. Any special shipment requested by the Customcr will be at Customer's expense, unless othcrwisc specified by H.T.E.. VI. RISK OF LOSS If Liccnscd Program Matcrials arc lost or damagcd during shipment from H.T.E., H.T.E. will rcplacc them and program storage media at no additional charge to thc Customcr. If Liccnscd Program Materials arc lost or damaged while in thc possession of thc Customcr, H.T.E. will replace thcm at thc applicable charges to the Customcr, if any, for processing, distribution, and/or program storage media. VII. LICENSED PROGRAM TESTING For each Liccnscd Program, H.T.E. will specify the testing period, if any, during thc Licensed Program will be made availablc for non- productivc use. Thc purpose of thc testing period is to permit the Customcr to determine whether the Licensed Program functions selected by the Customcr operate together and to assist the Customcr in determining whether the Liccnscd Program meets the Customcr's requirements. The testing period will begin ten (10) days after shipmcnt of thc Liccnscd Program by H.T.E., or on the effective date for the additional license, unless othcrwisc specified. Thc Customer may discontinue the Licensed Program, upon written noticc effective immediately, at any time during thc testing period, in which event periodic chargcs, one-time charges, initial charges, upgradc and Liccnscd Optional Materials charges will not be duc. Process charges, howcvcr, will be payable and charges for shipment of the Liccnscd Program Matcrials will not be refunded. Unless such noticc of discontinuance is givcn, thc Customcr will bc deemed, at thc end of the testing period, to have decided to retain the Liccnscd Program under the provisions of this Agreement. In the event that the Liccnscd Program is uscd 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 Customcr commences productivc usc. Subsequent releases, if any, of the Licensed Program, which havc the same program number, will be made available to thc Customcr for productive usc and/or test on the designated Machineehilc the Customcr continues productivc use of a prcvious release on that Machine and ' pays applicable charges therefore. The Customcr has the right to decide whether to install any such release or continuc usc of a previous release 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 may be subject to the availability of personnel. This assistance may include, but not extend beyond, the following problem resolution activities: 1. 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 date 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 Program 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 renrociner and XII. WARRANTY Each Licensed Program which is designated in a Supplement as warranted will conform, when shipped 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 Liccnscd Program such that it docs not meet its Liccnscd 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. All other Licensed Programs will be distributed on an "AS IS" and WITH ALL FAULTS" basis without warranty of any kind tither express or implied. HTE will use its best efforts to correct any defects or errors. —/l 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 the environ- ment in which thc Liccnscd Program is designated to operate. For Licensed Programs distributed on an "AS IS': 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: 1. 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 thc 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 Operating Environment. 1/21V. LIMITATION OF REMEDIES See Schedule A for alternative language. entire liability and thc 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 correctton�bxj:H.T.E. of Licensed Program defects, or (2) if, after repeated efforts, H.T.E. is unable to make • icensed Program operate as warranted, the Customer shall be entitled to recover damages to the limits set forth in this section For any other claim concerning perf� e-or_lionperformance by H.T.E. pursuant to, or in any of. ' ay related to, the subject matter of this Agreement and any Supplement hereto, the Cu - a cr 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 including negligence, shall be limited to an amount equal to the one-tim months' use of, the Licensed Program that caused the damages . at is the subje Such charges shall be those in effect when the cause of a arose and shall include any int tion of liability will not apply to claims for copy nfringement of for personal injury or damage by H.T.E.'s negligence. css of the form of action, whether in contract or in tort aid for, or any charges which would be due for twelve (12) atter of, or is directly related to, the cause of action. r proccss charges paid to H.T.E.. This !Unita - or tangible personal property caused In no event will U.T-.:E".—be liable for any damages arising from performance or non-performance of the License • • ram during thc Licensed Program--rt—sting period or for any damages caused by the Customer's failure to perform the Customer's responsibilitte , • 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 N.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 Of" When thc Customer has licensed a new version of a Liccnscd Program, which carrics a different program number, thc Customer may retain the prior version of the Liccnscd Program for a period not to cxcccd three (3) months following its date of discontinuance, to bc used only if a defect in thc new version prevents its usc. During this period, the Customer will pay only thc applicablc chargcs for the new version of thc Liccnscd Program. Within one (1) month following this three (3) month period, the Customcr 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 Liccnscd Program Materials and program services providcd under this Agrccmcnt, H.T.E. offcrs othcr products and scrviccs at separate chargcs undcr applicablc writtcn H.T.E. agreements. H.T.E. and the Customcr agrcc that such products and services can- not be the subjcct of an oral agrccmcnt. XVIII. MISCELLANEOUS 18.01. Binding Agreement. The individual signing this Agrcemcnt and any Supplcmcnt thereto on behalf of Customcr and Customcr war- rant that the execution and delivery of this Agreement and any Supplement havc been duly authorizcd by all necessary action, that thc Agree- ment and any Supplcmcnt thcrcto arc valid and binding obligations of Customcr and that the execution dclivcry and performance of this Agreement will not constitutc a breach, violation or default undcr any articles of incorporation, by laws, dccrcc, order, governmental permit, license, agrccmcnt, indcnturc or instrument to which Customcr is subjcct. ither. party � 18.02. Assignment. This Agrccmcnt is not assignable by theerone of thcliccnses granted hcrcundcr nor thc Liccnscd Program or conics thereof may be subiicenscd, assigned or transferred by thc C-ustetner without thc prior writtcn conscnt of4hT-E.. Any attempt to sublicense, assign or transfcr any of thc rights, duties or obligations under this Agrccmcnt by thc Customcr is void.t'tfte other party. 18.03. Notices. Any notice required or permitted hcrcundcr shall bc dccmcd properly given at thc time it is personally dclivcrcd or mailed by certilicd mail, return receipt requested, to thc address spccificd hereinabove of the party to be notified. Eithcr party may change its address for receiving notices by giving notice thcrcof in compliance with thc terms of this sub -section. 18.04. Entire Agrccmc s . This Agrcement constitutes thc entire Agrccmcnt and there arc no representatives, conditions, warranties or col- lateral agrccmcnts, exprc . or implied, statutory or otherwise, with respect to this Agrecmcnt othcr than as contained hcrcin. This Agrccmcnt may not be modified, • nittcd or changed in any way except by written agrccmcnt duly signed by persons authorizcd to sign agrccmcnts on behalf of the Cu$. and of H.T.E. arties 18.05. Force , c."f�-�t -ts not responsible for failure to havc fulfilled utig�ations under this Agrecmcnt due to causes bcyondla.heiz control, which could not be avoided by the exercise of due care. 18.06. Gender. Terms referred to in the masculine shall include thc fcmininc and the singular shall include plural, unless otherwise �spccilicd. See Schedule A for alternative language. nty, Florida a fever rights he may have in the selection of venue. -1,8-;O9-- uig•-Trial- t-rrthe-event-of-suit-by-er-against the G isfot*er-wider this At, atcver rights he may have -to -a trial by jury. et,,,,{, •f8:-1-0 1-torncys-Rees:-The-C-usterne allia pFly pa5`akl•costs-of-�1 ;-ea;Ueet•ie a bligations-under-his-Agree Hent. ancluding-reasonable at tor 18.11. Severability. If any of thc provisions of this Agrccmcnt shall be dccmcd illegal, invalid, unconstitutional or unenforceable by any court of law having competent jurisdiction, such decisions shall not invalidate or negate thc othcr remaining provisions of this Agrecmcnt. 18.12.'Section headings. The section headings providcd in this Agreement arc for convenience only and shall not be dccmcd a part of this Agrecmcnt. THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO 13E BOUND BY THE TERMS AND CONDITIONS. Signed, scaled and delivered in thc presence of the following two witnesses: As to H.T.G., INC. By- I1.T.E., INC. an is ^ ipper, ' ice- President