R2020-201 2020-10-12RESOLUTION NO. R2020-201
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 $321,706.90, for the
period of October 1, 2020 through September 30, 2021.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the City previously awarded a contract for software maintenance
services associated with the OSSI, H.T.E \ Naviline Software and the TRAKIT Software.
Section 2. That the City Manager or his designee is hereby authorized to renew a
Software Maintenance Contract with Central Square Technologies, including the Maintenance
Cost Schedule, a copy of which is attached hereto as Exhibit "A".
PASSED, APPROVED and ADOPTED this the 12th day of October, A.D 2020.
TOM REID
MAYOR
AT S
STAL ROAN, TRMC, CMC
CITY SECRETARY
APPROVED AS TO FORM:
4() 4---
a,
DARRIN M. COKER
CITY ATTORNEY
Bill To
Accounts Payable
P.O. Box 2719
Pearland, TX 77588-2719
accountspayable@pearlandtx.gov
Vendor Superion, LLC
Vendor No. 11437
Contact
Jenna Mullins
12709 Collection Center Dr
Chicago, IL 60693
Ship To
3519 Liberty Drive
PEARLAND, TX 77581
Deliver by
Ship Via
Freight Terms
Originator
Resolution Number
City of Pearland
Reprint Purchase Order
No. 2021-00000206
10/19/20
Eliana Fuentes
R2020-201
Special Instructions
Level Description
Date
Quantity U/M Description
Unit Cost
Total Cost
1.0000 EACH Computer - Software Maintenance
$299,366.5600
$299,366.56
Item Description CentralSquare Software Renewal
10/19/2020
Daniel McGhinnis
GIL Account Project
Amount
Percent
100-140-100.5300.092 (Repair & Maintenance
6
100.00%
Software Annual Maintenance)
Jon Branson
7
1.0000 EACH Computer - Software Maintenance
$22,340.3400
$22,340.34
Item Description CentralSquare Software Renewal
9th Level Buyer
10/19/2020
GIL Account Project
Amount
Percent
600-140-100.5300.092 (Repair & Maintenance
100.00%
Software Annual Maintenance)
Level
Level Description
Date
Approval User
1
1 st Level
10/16/2020
Eliana Fuentes
4
5th Level Dir/AD
10/19/2020
Daniel McGhinnis
5
6th Level Budget
10/19/2020
Rachel Wynslow
6
7th Level ACM/DCM
10/19/2020
Jon Branson
7
8th Level Purch Off
10/19/2020
Julie Blackmore
8
9th Level Buyer
10/19/2020
Nylia Carbone
Total Due21,706_90
Purchase Order Terms & Conditions
1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be
bound by any different or additional terms and conditions contained in the acceptance unless each such different or
additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering
materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions
below on this order.
2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the
city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the
means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work
performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor
will take proper care and precautions to ensure the safety of Vendor's officers and employees.
3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order.
Vendor is responsible for keeping required insurance current until service is complete.
4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show:
Vendor company name and address
Name and address of the city department to which the shipment is being made
City Purchase Order number
- Descriptive information as to the items delivered, including quantity and part numbers
5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the
Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for
Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588-
2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or
satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in
the contract have been fulfilled.
6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the
City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These
taxes must not be included on invoice.
7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of
interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government
Code.
8. Changes / Quantities: No changes may be made to this order without written authorization from a City
Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical
such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified
quantity is acceptable.
9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and
must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications
shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods
failing to meet specifications is not due until 30 days after satisfactory replacement has been made.
10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all
warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title.
11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall
render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform
to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order
12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right
infringements, copyrights, or sale franchises.
13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless
specifically authorized on the face of this order.
14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point,
shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted
by the city or city's nominee.
15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order,
except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the
Vendor.
16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to
deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of
delay is given to the city by the Vendor.
17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for
all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be
performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and
employees, from all claims, demands, and causes of action of every kind and character including the cost of defense
thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an
employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the
parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the
issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are
covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability,
Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance.
18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts
provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city
contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including
Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information
on file with the City Purchasing Department as appropriate throughout the term of this contract.
19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do
business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of
the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and
post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of
Pearland's website, http://peariandtx.gov/
20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State
of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and
regulations.
21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria
County, Texas.
22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account
owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount
of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are
due shall affect the right of the City to offset the said taxes against the same
OSSI Police to Police Annual Subscription Fee
1
$
-
$
-
OSSI - Interface to TDEX
1
$
303.75
$
318.94
ONESolution Crash Export Interface
1
N/A
$
3,000.00
OSSI Base Computer Aided Dispatch System Tier 3
1
$
15,845.17
$
16,637.43
ONESolution CAD Map Display and Map Maintenance Software Lic
1
$
1,253.03
$
1,315.68
ONESolution Additional CAD Map Display & Map Maintenance
3
$
1,367.00
$
1,435.35
OSSI Map Converter Software
1
$
797.39
$
837.26
ONESolution CAD Client AVL License
4
$
1,822.65
$
1,913.78
OSSI E911 Interface Module
1
$
1,253.03
$
1,315.68
OSSI - CAD Interface to CryWolf
1
$
1,708.69
$
1,794.12
OSSI Client Base Records Management System - 30 Workstation
1
$
11,239.34
$
11,801.31
OSSI RMS Map Display and Pin Mapping License - 30 Workstation
1
$
1,215.08
$
1,275.83
OSSI Basic Accident Module - 30 Workstation
1
$
911.28
$
956.84
OSSI Accident Wizard Base Server License
1
$
1,012.55
$
1,063.18
OSSI Accident Wizard Workstation License Client + 5 for Moblan
43
$
1,306.07
$
1,371.37
OSSI Bar Coding Server License - 30 Workstation
1
$
1,113.82
$
1,169.51
OSSI Bar Coding Hand -Held Client License (Each)
1
$
322.99
$
339.14
OSSI Notification Module - 30 Workstation
1
$
1,964.35
$
2,062.57
OSSI- Remote Lineup Application - 30
1
$
1,518.84
$
1,594.78
OSSI Residential Security Watch Module - 30 Workstation
1
$
708.80
$
744.24
OSSI Training Module - 5 Workstation
1
$
708.80
$
744.24
OSSI RMS Canine Tracking Module
1
$
1,113.82
$
1,169.51
OSSI Crime Analysis Module - Client License
1
$
2,531.39
$
2,657.96
OSSI - Link Analysis Module
1
$
3,543.93
$
3,721.13
OSSI Professional Standards (Internal Affairs) Module Client
1
$
3,543.93
$
3,721.13
OSSI - QuarterMaster Module - 5
1
$
1,113.82
$
1,169.51
OSSI Pawn Shop/Pawn Watch - 5 Workstation
1
$
506.29
$
531.60
OSSI - Intelligence Module
1
$
1,518.84
$
1,594.78
OSSI Client Jail Management System Module - 5 Workstation
1
$
3,037.65
$
3,189.53
OSSI Client Mugshot Display Software License - 30 Workstation
1
$
2,227.63
$
2,339.01
OSSI Mugshot Capture Station Software Only
1
$
1,113.82
$
1,169.51
OSSI State Livescan Interface
1
$
1,721.34
$
1,807.41
OSSI's Integrated Messaging Software Switch
1
$
4,556.48
$
4,784.30
OSSI - LAN Client License for Message Switch
4
$
273.38
$
287.05
OSSI Base Mobile Server Software Client Up to 150 Workstations
1
$
9,568.63
$
10,047.06
OSSI Review Module for Field Reporting Up to 150 Workstions
1
$
7,087.88
$
7,442.27
OSSI MCT Client for Digital Dispatch
101
$
20,350.79
$
21,368.33
OSSI Mobile Arrest Module + 5 for Moblan
35
$
2,126.55
$
2,232.88
OSSI - MFR Client - Accident Reporting + 5 for Moblan
35
$
3,544.26
$
3,721.47
ONESolution MFR Client
80
$
16,119.43
$
16,925.40
OSSI - MFR Client - MOBLAN Version (Report Writing Room)
5
$
506.32
$
531.64
OSSI Client AVL Mobile License - For Fire
18
$
546.74
$
574.08
OSSI - MCT Interface to Firehouse
1
$
1,708.69
$
1,794.12
OSSI Police to Citizen
1
$
2,531.39
$
2,657.96
OSSI - OPS CAD
1
$
5,062.75
$
5,315.89
OSSI - OPS RMS
1
$
5,062.75
$
5,315.89
OSSI Mobile Client Maps
101
$
4,091.09
$
4,295.64
OSSI Canine Module in MFR
2
$
127.61
$
133.99
OSSI Additional CAD Console License
4
$
3,376.82
$
3,545.66
ONESolution Additional CAD Map Display & Map Maintenance
4
$
1,731.50
$
1,818.08
ONESolution CAD Client AVL License
4
$
1,822.65
$
1,913.78
OSSI - LAN Client License for Message Switch
4
$
273.38
$
287.05
Gang Profile Module
1
$
748.58
$
786.01
ONESolution Records Management System Enterprise License
1
$
6,879.60
$
7,223.58
ONESolution Computer -Aided Dispatch System Enterprise License
1
$
2,646.00
$
2,778.30
ONESolution Mobile Server Software Enterprise License Upgrade
1
$
11,465.99
$
12,039.29
ONESolution Mobile Field Reporting Server Enterprise License
1
$
21,697.20
$
22,782.06
ONESolution Jail Management System Enterprise License Upgrade
1
$
1,323.00
$
1,389.15
OSSI Multi -Jurisdictional RMS Option
1
$
796.32
$
836.14
OSSI Additional RMS Workstation License
7
$
2,023.99
$
2,125.19
OSSI Additional RMS Map Display and Pin Mapping License
7
$
269.88
$
283.37
ONESolution Incode Courts System Interface
1
$
1,680.00
$
1,764.00
ONESolution Pagegate Interface
1
$
168.00
$
176.40
ONESolution Alpha Numeric Paging
1
$
756.00
$
793.80
Total
A 5% increase has been applied to your 2020 - 2021
maintenance support. Please budget accordingly.
Please note the above fees provided are an estimate only
and that rounding issues do occur so actual fees invoiced
could be slightly different.
IPERION
ner
Contract #
Application
Qty
10/1/19 - 9/30/20
10/1/20 - 9/30/21
Pearland
9612129
Work Orders/Facilites Management
1
$
9,277.01
$
9,740.86
Pearland
70488
Navil-ine Continuing Property Records
1
$
2,457.95
$
2,580.85
Pearland
9612129
LAND/PARCEL MANAGEMENT
1
$
4,399.83
$
4,619.82
Pearland
20020784
DMS - Document Management Services
1
$
1,277.36
$
1,341.23
Pearland
070488
Asset Management II
1
$
3,864.36
$
4,057.58
$
Total
PEARLAND-1
1 $
21,276.51
$
$
'ner
Contract #
Application
Qty 2/1/20 -1/31/21
2/1/21 - 1/31/22
Pearland
080868
GTG LG GeoBlade Viewer
10 $
3,779.18
$ 3,968.14
Pearland
071069
Looking Glass - Centralized Address Manager
1 $
1,638.81
$ 1,720.75
Pearland
20021118
Looking Glass - Centralized Address Manager
1 $
2,495.08
$ 2,619.83
1
$ 45,753.75
Total
$
7,913.07
PEARLAND-1
mer
Contract #
Application
Qty
10/1/19 - 9/30/20
10/1/20 - 9/30/21
Pearland
00020009
TRAKiT User Licenses
10
$ 4,410.00
$
4,630.50
Pearland
00020367
TRAKiT Credit Card Reader Interface
1
$ 1,653.75
$
1,736.44
Pearland
PEARLAND-1
TRAKiT(30 USERS)
1
$ 45,753.75
$
48,041.44
Pearland
PEARLAND-1
AEC TRAK
1
$ -
$
-
Pearland
PEARLAND-1
CodeTRAK
1
$
$
Pearland
PEARLAND-1
CRM TRAK
1
$
$
Pearland
PEARLAND-1
eMarkup
1
$
$
Pearland
PEARLAND-1
Mobility Suite - iTRAKiT
1
$
$
Pearland
PEARLAND-1
LandTrak
1
$
$
Pearland
PEARLAND-1
LicenseTRAK
1
$
$
Pearland
PEARLAND-1
MobileTRAK
1
$
$
Pearland
PEARLAND-1
PermitTRAK
1
$
$
Pearland
PEARLAND-1
ProjectTRAK
1
$
$
Pearland
PEARLAND-1
TRAKiT GIS STD
1
$
$
Pearland
150839
TRAKiT Bluebeam API Interface
1
$ -
$
-
Pearland
1150783
ITRAKiT Laserfiche Integration
1
$ 1,736.44
$
1,823.26
Total
$ 53,553.94
19
fk=444
NOTES:
A 5% increase has been applied to your maintenance
support for 2021. Please budget accordingly. $ 82,743.52 $ 86,880.70
The above fees provided are an estimate only and rounding
issues do occur; therefore actual fees invoiced are subject
to change.
08/20/20 Created by Steve Castle and sent to John Knight
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
PRINT NAME: lh,�\ rs 4
SunGard Public Sector Inc.
PRINT NAMThomas V. Huber
AND TITLE: resident, SunGard Public Sector Inc
PRINT TITLE:1(`nllili\(1r�4r
DATE SIGNED: DATE SIGNED: /vbU Pit ►� laZ, �� 0
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 Sectors 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: (i) 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 FO 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
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
x nor+ of 1=vhihif 1 fhaf rnnfninc arlrlifinnal fnrmc
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 Aareement.
(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
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
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
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.
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
parry, 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
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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 indemnitv will survive
(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 Maieure. 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.
AGREEMENT
FOR THE INSTALLATION AND USE OF
Resolution No. R2015-51
Exhibit "A"
COMMUNITY DEVELOPMENT SOFTWARE SOLUTION
This Agreement is entered into this13M day of A0 , by and between CITY OF PEARLAND, TX, (hereinafter
"CLIENT") and CRW SYSTEMS, INC., (hereafter "CRW") for the installation of a permit and code enforcement software, and other
services, as specifically provided herein (hereafter referred to as "the Project").
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.
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
h) Standard Level TRAKiT GIS License
I) iTRAKiT
j) eTRAKiT
k) eMarkup
1) 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, and/or (c) strikes, lockouts, accidents, or acts of GOD,
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.
COMPENSATION
D.1. CRW COMPENSATION & FEES:
CLIENT agrees to compensate CRW for professional services rendered under this Agreement for the total contract
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
a bove.
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
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:
H.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.
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 desienated 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) 6S2-1601
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
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
J.5. APPLICABLE LAW:
This Agreement, its interpretation and all work performed thereunder shall be governed by the laws of the State
of Texas. Venue for the enforcement of this agreement shall lie exclusively in 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 thatthe 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.8. 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.
J.91 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.
J.11. 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: Mlqch 23, 2015
By:
Clay Pea#6nC tyManager
CRW SYSTEMS, INC.
Dated:
By:
Vice President
AGREEMENT FOR H.T.E.,INC. LICENSED PROGRAMS
This Agreement for Licensed Programs (the "Agreement") is made as of the later of the dates set forth opposite the executions appearing at
the end of this Agreement, by and between:
H.T.E., INC. (H.T.E.), a Florida Corporation, with its principal place of
business at 390 North Orange Avenue, Suite 2000 Orlando FL 32801
AND
CITY OF PEARLAND TEXAS
("Customer"), a
with its principal place of
busin�579 Liberty Drive, Pearland T% 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 fust occurs following receipt of the Supple-
ment, will constitute the Customer's acceptance of the supplemental terms specified in the Supplement. Any terns which this Agreement states
are to be specified by H.T.E. for a Licensed Program and/or related Licensed Optional Materials will be stated in the Supplement for that
Licensed Program.
I. DEFINITIONS
1.01. The term "Licensed Program" shall mean a licensed data processing program or set of programs or routines and subroutines, con-
sisting of a series of instructions or statements in machine readable form, and/or licensed data base consisting of a systematized collection of
data in machine readable form and any related licensed materials such as, but not limited to, flow charts, logic diagrams and listing provided
for use in connection with the program.
1.02. The term "Licensed Optional Materials" shall mean any machine readable or printed material not included in the Licensed program
and which is designated by H.T.E. as available under license to Customers who have licensed the program to which such optional materials
relate.
1.03. The term "Licensed Program Materials" shall mean both the Licensed Optional Materials and Licensed Program.
1.04. The term "Machine" shall mean that machine, or machines as the case may be, designated in an applicable Supplement.
1.05. The term "Restricted Materials" shall mean any Licensed Program Materials which are labeled "Restricted Materials of H.T.E.."
1.06. The term "use" shall mean copying any portion of the Licensed Program Materials into a machine and/or transmitting them to a
machine for processing of the machine instructions, statements or data contained in such materials.
11. LICENSE
2.01. General. Each license granted under this Agreement authorizes the Customer to:
a. Use the Licensed Program in machine readable form on the Machine or Machines and in conjunction
therewith to store the Licensed Program Materials in, transmit them through or display them on, units associated
with the Machine;
b. Utilize the Licensed Program Materials in printed form in support of the use of the Licensed Program;
and/or
c. Copy or translate the Licensed Program Materials in machine readable form into any machine readable
or printed form to provide sufficient copies to support the Customer's use of the Licensed Program as authoriz-
ed under this Agreement. Licensed Program Materials provided by H.T.E. in printed form, microfiche or other
non -machine readable form may not be copied. Additional copies may be obtained under license from H.T.E. at
the charges then in effect.
With respect to Restricted Materials, the authorizations granted under the preceding paragraphs of this section are limited solely to the
fnllnwina roirnnax-
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 DSLO License is requested.
For each DSLO License, the Customer will:
1. Copy those Licensed Program Materials previously distributed in machine readable form to the Customer by H.T.E. under the Basic
License and use such copies on the Machine designated in the Supplement;
2. Provide problem documentation to H.T.E. through the location of the Basic License;
3. At H.T.E.'s request, recreate any problems at the location of the Basic License, if Local Service or Local Assistance as specified by
H.T.E. is available for the Basic License; and
4. Distribute to, install and test on the DSLO designated Machine any new release, correction or bypass provided by H.T.E. to the Basic
License designated Machine.
Program services and the warranty, if any, for the Licensed Program will be provided for DSLO Licenses only through the Basic License
location and there will be no testing period for the DSLO Licenses.
Unless the Customer designates another Basic License, notice of discontinuance of a Basic License shall be notice of discontinuance of all
DSLO Licenses for that Basic License.
_I_I_Il_.. ul
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
Z��-th any of theterms 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.
Notice of discontinuance of any Licensed Program shall be notice of discontinuance of the license and of all Licensed Program Materials
�/ obtained in connect do therewith. — -- - -
6% IV'CHARGES See Supplement to Agreement and Schedule A for CHARGES and PAYMENT TERMS
4.01seneral. The charges applicable to each Licensed Program will be specified by H.T.E. and will consist of a one time an
upgrade charge, is charges and any initial charge and/or process charges.
Periodic charges, which may be quarterly, semi-annual or annual, will continue until tensed program is discontinued.
However, for certain Licensed Programs, H. specify a consecutive number of pa ter which further periodic charges will be
waived.
Commencement and Invoicing of Charges. Periodic charges will commence on the day, Monday through Friday, following the
c a testi 'od, or ten (l0) days after shipment of the Licensed Program by H.T.E. if there is no testing period, except as set fo ow in
this subsection. or a partial month's use will be prorated based on a thirty (30) day month. Other periodic char not be pro-
rated and arc not refundabR-in,40olc or in part. Periodic charges will be invoiced in advance.
Unless otherwise specified by H.T.E., onZrti a charges, initial charges and Licensed Optio al-fo(aterial charges will be due on the day,
Monday through Friday, following the end of the testi od. or ten (10) days after sl' nt of the Licensed Program Materials by H.T.E.
if there is no testing period, or if such period has expired, exec sct fortUiclavFin this sub -section.
For additional licenses for which the Customer has clectodle-Ka—kc copies p t to the section entitled "Additional Licenses" and for
which there is no testing period, periodic charges will edu upon the effcctivc laic for once1 license designated in the Supplement.
Process charges will be due u pt by the Customer of the Licensed Program Materials to whrc charges apply and are not
refundable even if the Cust iscontinucs the Licensed Program prior to or during the testing period.
mtrvM be made as stated in the invoice, to the address of the principal place of business of H.T.E. as stated above, or to
may be stated in the invoice.
4.03. Applicable Taxes. In addition to the charges due under this Agreement, the Customer agrees to pay amounts equal to any taxes
-/' resulting from this Agreement, or any activities hereunder, exclusive of taxes based on H.T.E.'s net income. The City will provide
proof of tax exemption.
4.04. Price Changes. Periodic charges are subject to change by H.T.E. upon thirty (30) days written notice to the Customer. Any changes
in periodic charges become effective on the first day of the period which commences on or after the effective date specified in the written notice
to Customer.
Initial charges, one-time charges, process or upgrade charges, and charges for Licensed Optional Materials arc subject to change without
prior notice except that such charges shall not be increased if, prior to the date of the notice, (i) the Licensed Program Materials had been ship-
ped by H.T.E., or (u) the Customer had copied Licensed Program Materials pursuant to the subsection entitled "Additional Licenses." In
addition, if the Customer's written order was received by H.T.E. prior to the announcement of such increase in charges, such charges shall not
be increased if, within one (1) month after the date of notice, shipment of the Licensed Program Materials occurs or the Customer copies
Licensed Program Materials pursuant to the subsection entitled "Additional Licenses."
If charges arc increased for any Licensed Program Materials, the Customer may discontinue them in accordance with the provisions of this
Agreement; otherwise, the new charges will become effective.
Y. SHIPMENT
The estimated shipment date for the Licensed Programs will be specified by H.T.E. H.T.E. does not, however, represent or warrant that
such shipment date will be met.
H.T.E. will notify the Customer of the type of program storage media required for shipment. Unless returnable or disposable media arc
used, the program storage media must be provided by Customer or ordered from H.T.E. at the applicable charge. Except when otherwise
specified by H.T.E.. the Licensed Program Materials will be shipped to the Customer without shipping charge. Any special shipment requested
by the Customer will be at Customer's expense, unless otherwise specified by H.T.E..
VI. RISK OF LOSS
If Licensed Program Materials are lost or damaged during shipmcnt from H.T.E., H.T.E. will replace them and program storage media at
no additional charge to the Customer.
If Licensed Program Materials arc lost or damaged while in the possession of the Customer, H.T.E. will replace them at the applicable
charges to the Customer, if any, for processing, distribution, and/or program storage media.
VII. LICENSED PROGRAM TESTING
For each Licensed Program, H.T.E. will specify the testing period, if any, during the Licensed Program will be made available for non-
productive use. The purpose of the testing period is to permit the Customer to determine whether the Licensed Program functions selected by
the Customer operate together and to assist the Customer in determining whether the Licensed Program meets the Customer's requirements.
The testing period will begin ten (10) days after shipment of the Licensed Program by H.T.E., or on the effective date for the additional license,
unless otherwise specified.
The Customer may discontinue the Licensed Program, upon written notice effective immediately, at any time during the testing period, in
which event periodic charges, one-time charges, initial charges, upgrade and Licensed Optional Materials charges will not be due. Process
charges, however, will be payable and charges for shipment of the Licensed Program Materials will not be refunded. Unless such notice of
discontinuance is given, the Customer will be deemed, at the end of the testing period, to have decided to retain the Licensed Program under the
provisions of this Agreement.
In the event that the Licensed Program is used for productive purposes during the testing period, the Customer will notify H.T.E. and the
testing period will be deemed to have ended as of the date upon which the Customer commences productive usc.
Subsequent releases, if any, of the Licensed Program, which have the same program number, will be made available to the Customer for
1 productive use and/or test on the designated Machine, bile the Customer continues productive use of a previous release on that Machine and
IaRaopp acablc charges there orc. The Customer has the right to decide whether to install any such release or continue use ora previous release
ng given due regard to the provisions of the sections entitled "Program Services" and "Patent and Copyright Indemnity."
a
char e, _provide the Customer is covered under the HTE Service Agreement,
In the event of discontinuance of the Licensed Program and subsequent re -ordering of the same Licensed Program for the same machine
there will be no testing period for the subsequent license.
VIII. PROGRAM SERVICES
For each Licensed Program, H.T.E. will specify the type(s) and period(s) of program services, if any, to be provided without additional
charge for a current release of the Licensed Program. Program services will commence at the beginning of the Licensed Program testing period
or, if there is no testing period for that licetse, when periodic charges commence or other charges are due. Program services will be subject to
the provisions of the section entitled "Specified Operating Environment."
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 detennincs is caused by the use of a Licensed
Program and the diagnosis of the designated H.T.E. representative indicates the problem is caused by a defect in the unaltered portion Of a cur-
rent release of the Licensed Program, the H.T.E. representative will perform the following problem resolution activities:
1. attempt to correct or bypass the defect by providing the Customer with correction information issued by the Central Service, if
available; or
2. submit documentation to the Central Service, if specified as available; and, in any event
3. if the Licensed Program is inoperable, make a reasonable attempt to resolve the problem by applying a local fix or providing a
bypass.
c. Local Assistance—When Local Assistance is specified and the Customer encounters a problem, which the Customer's diagnosis in-
dicates is caused by a defect in the unaltered portion of a current release of the Licensed Program, the Customer may request H.T.E.'s
assistance in resolving the problem. Such assistance, if requested, will be provided by a designated H.T.E. representative and maybe subject to
the availability of personnel. This assistance may include, but not extend beyond, the following problem resolution activities:
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 -
grain Materials so as to enable the Customer to satisfy the Customer's obligation under this Agreement.
All copies of the Licensed Program Materials provided by H.T.E. or made by the Customer including translations, compilations, partial
copies within modifications, derivative works and updated works are the property of H.T.E. and may not be distributed by the Customer to
any other persons, including other licenses of the Licensed Program, without H.T.E.'s prior written consent. The Customer will reproduce and
include the H.T.E.'s prior written consent. The Customer will reproduce and include the H.T.E. copyright notice on any such copies. _
The Customer will maintain records of the number and location of all copies of the Licensed Program Materials and will notify H.T.E. in
writing if the original or any copy of the Licensed Program Materials will be kept at a location other than that of the Machine designated in an
applicable Supplement.
The Customer will insure, prior to disposing of any media, that any Licensed Program Materials contained thereon have been erased or
otherwise destroyed.
The Customer will not provide or otherwise make available Licensed Program Materials in any form without H.T.E.'s prior written con-
sent except to Customer's employees, H.T.E.'s employees, or other persons during the period they are on the Customer's premises for purposes
XII. WARRANTY
Each Licensed Program which is designated in a Supplement as warranted will conform, when shipped to the Customer, to the;Liccnsed
Program Specifications which are in effect for that Licensed Program at that time, provided the Licensed Program is properly used in a
Specified Operating Environment. If the Customer believes that there is a defect in a Licensed Program such that it does not meet its Licensed
Program Specifications, the Customer must notify H.T.E. while program services arc 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 ail program defects
will be corrected.
6� All other Licensed Programs will be distributed on an "AS IS" and WITH ALL FAULTS" basis without warranty of any kind either
express or implied. HTE will use its best efforts to correct any defects or errors.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
."L 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 the Licensed 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 the right to charge
for any additional effort required to perform these program services.
2. Central Service will only respond to defects which will occur when, Central Service operates the Licensed Program in a Specified
Operating Environment.
U XIV. LIMITATION OF REMEDIES See Schedule'A for alternative language.
H T\ e liability and the Customer's exclusive remedy shall be as follows:
In all sttuattotts involving performance or non-performance of Licensed Programs furnished under this Agreeement, the Costo
remedy is (1} the correcu y`H.T.E. of Licensed Program defects, or (2) if, after repeated efforts. H.T.E. is unable to maketcensed.
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 performanc nonperformance by H.T.E. pursuant to, or in any of y related to, the subject mattes
of this Agreement and any Supplement hereto, the C er shall be entitled to recover actual ges ro the limits set forth in this section.
H.T.E.'s liability for damages to the Customer for any cause whats r, and r ess o(the form of action, whether in contract or in tort
including negligence, shall be limited to an amount equal to the one-timaid for, or any charges which would be due for twelve (12)
months' use of, the Licensed Program that caused the damages at is the subl atter of, or is directly related to, the cause of action.
Such charges shall be those in effect when the cause of a ' arose and shall include any int 'r process charges paid to H.T.E.. This limita.
tion of liability will not apply to claims for copy . nfringement of for personal injury or damage or tangible personal property caused
by H.T.E.'s negligence.
In no event will 3-E.'be liable for any damages arising from performance or non-performance of the License ram during the
Licensed Pro sting period or for any damages caused by the Customer's failure to perform the Customer's responsibilin , for any
lost pro ost savings or other consequential damages, even if H.T.E. has been advised of the possibility of such damages, or for any
against the Customer by any other party except as provided in the section entitled "Patent and Copyright Indemnity."
XV. PATENT AND COPYRIGHT INDEMNITY
H.T.E. will, at its expense, defend the Customer against any claim that Licensed Program Materials supplied hereunder infringe a patent
or copyright in the United States or Puerto Rico and, subject to the limitation of liability set forth in the section entitled "Limitation of
Remedies," H.T.E. will pay all costs, damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such
defense and payment, the Customer must:
1. give H.T.E. prompt written notice of any such claim; and
2. allow H.T.E. to control, and fully cooperate with H.T.E. in the defense and all related settlement negotiations. However, if the
damages attributable to a claim of infringement of a patent in the United States or Puerto Rico may exceed such limitation of liability, the
Customer may elect to defend against the claim provided that H.T.E. may fully participate in the defense and/or agrees to any settlement of
such claim.
The Customer agrees to allow H.T.E•., at H.T.E.'s option and expense, if such claim has occurred or in H.T.E.'s judgment is likely to
occur, to procure the right for the Customer to continue using the Licensed Program Materials or to replace or to modify them so that they
become non -infringing; and, if neither of the foregoing alternatives is available on terms which are reasonable in H.T.E.'s judgment, upon
written request, the Customer will return the Licensed Program Materials to H.T.E.; and, for Licensed Programs whose total charges are fully
paid, the Customer may receive a credit as established by H.T.E..
H.T.E. shall have no obligation with respect to any such claim based upon the Customer's modification of the Licensed Program
Materials or their combination, operation or use with data or programs not furnished by H.T.E. or in other than the Specified Operating
Environment. This section states H.T.E.'s entire obligation to the Customer regarding infringement or the like.
XVI. RETURN OR DFSMUCIION OF LICENSED PROGRAM MATERIALS
Within one (1) month after the date of discontinuance of any licensed Granted hereunder_ unless the renttirement is waivers by R T P tt,e
When the Customer has licensed a new version of a Licensed Program, which carries a different program number, the Customer may
retain the prior version of the Licensed Program for a period not to exceed three (3) months following its date of discontinuance, to be used
only if a defect in the new version prevents its use. During this period, the Customer will pay only the applicable charges for the new version of
the Licensed Program. Within one (1) month following this three (3) month period, the Customer will certify in writing to H.T.E. that through
the Customer's best efforts, and to the best of the Customer's knowledge, the original and all topics of the prior vcrson received from H.T.E.
or made in connection with such prior version have been returned or destroyed as set forth above.
XVII. ADDITIONAL PRODUCTS AND SERVICES
In addition to the Licensed Program Materials and program services provided under this Agreement. H.T.E. offers other products and
services at separate charges under applicable written H.T.E. agreements. I-I.T.E. and the Customer agree that such products and services can.
not be the subject of an oral agreement.
XVIII. MISCELLANEOUS
18.01. Binding Agreement. The individual signing this Agreement and any Supplement thereto on behalf of Customcr and Customer war-
rant that the execution and delivery of this Agreement and any Supplement have been duly authorized by all necessary action, that the Agree-
mcnt and any Supplement thereto arc valid and binding obligations of Customer and that the execution delivery and performance of this
Agreement will not constitute a breach, violation or default under any articles of incorporation, by laws, decree, order, governmental permit,
cnsc, agreement, indenture or instrument to which Customer is subject.
itherparty
18.02. Assignment. This Agreement is not assignable by the Qwome ` one of thclrcenscs granted hereunder nor the Licensed Program
or topics thereof may be sublicenscd, assigned or transferred by the Enstet;+er without the prior written consent of -W. -T -E.. Any attempt to
sublicense, assign or transfer any of the rights, duties or obligations under this Agreement by the Customer is void. %the other party.
18.03. Notices. Any notice required or permitted hereunder shall be deemed properly given at the time it is personally delivered or mailed
by certified mail, return receipt requested, to the address specified hereinabove of the party to be notified. Either party may change its address
for receiving notices by giving notice thereof in compliance with the terms of this sub -section.
18.04. t nlire Agreeme . This Agreement constitutes the entire Agreement and there arc no representatives, conditions, warranties or col-
lateral agreements, expr or implied, statutory or otherwise, with respect to this Agreement other than as contained herein. This Agreement
may not be modiCeJ, ilted or changed in any way except by written agreement duly signed by persons authorized to sign agreements on
behalf of the Cu an�rdRRof H.T.E }
18.05. Force c.`,c-, ,, 9 not csponsiblc for failure to have fulfillcd-titts SSti,gmions under this Agreement due to causes beyondu�iheir
control. which could not be avoided by the exercise of due care.
/ 18.06. Gender. Terms referred to in the masculine shall include the feminine and the singular shall include plural, unless otherwise
J specified.
19.0;. Appliestble 69w- :Phis Agpeemeni shell be ge erned by the ittkys eF !he State OF Florida
U See Schedule A for alternative language.
FB:i�-tkHorncvrFccs: Itte-C-ustorner-s#taiN-graepayeHet?•stso�fl 'a.fR-:;a
bgga4ens4HWeF-this-Agreement.4nc4uding-rcasonabl. me} c-__ and l___, vipenses __ a:.,.. - ' r_Y. and - expense3 in
P-4�.-o
18.11. Severability. If any of the provisions of this Agreement shall be deemed illegal, invalid, unconstitutional or unenforccablc by any
court of law having competent jurisdiction, such decisions shall not invalidate or negate the other remaining provisions of this Agreement.
18.12. :Section Pleadings. The section headings provided in this Agreement arc for convenience only and shall not be deemed a part of this
Agreement.
THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE
BOUND BY THE TERMS AND CONDITIONS.
Signed, scaled and delivered
in the presence of the following
two witnesses:
As to H.T.E., INC.
As to Customer
H.T_E., INC.
By:
e is ipper, lee- President
Date: January 3, 1994
CITY OF PEARLAND
Name of uCor prin
By: —
PAUL GROHMAN, CITY MANAGER
Dale:-FFRRTTARV 72 r 1 qqd