R-10-09-09-11B1 - 9/9/2010RESOLUTION NO. R -10-09-09-11B1
WHEREAS, the City of Round Rock desires to retain professional services for the installation
and use of an automated land management software system and related subsystems, and for associated
goods and services, and
WHEREAS, CRW Systems, Inc. has submitted an Agreement to provide said services, and
WHEREAS, the City Council desires to enter into said agreement with CRW Systems, Inc.,
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Installation and Use of Land Management Software With CRW Systems, Inc., a copy
of same being attached hereto as Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 9th day of September, 2010.
t(
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
KUtt
SARA L. WHITE, City Secretary
O:\wdox\SCC1nts\0112\1005\MUNICIPAL\00201321.DOC/rmc
CITY OF ROUND ROCK AGREEMENT FOR
INSTALLATION AND USE OF LAND MANAGEMENT SOFTWARE
WITH CRW SYSTEMS, INC.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
THIS AGREEMENT for services relating to the installation and use of an automated land
management software system and related subsystems, and for associated goods and services (the
"Agreement"), is made by and between the CITY OF ROUND ROCK, TEXAS, a home -rule
municipality with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the
"City") and CRW SYSTEMS, INC., with offices located at 16980 Via Tazon, Suite 320, San
Diego, California 92127 ("CRW").
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date it has been signed by each party hereto, and
shall remain in full force and effect unless and until it expires by operation of the term stated
herein, or until terminated or extended as provided herein.
The initial term of this Agreement shall be until full and satisfactory completion of the
work specified herein is achieved, but in no event later than twelve (12) months from the date of
issuance by City of its Notice to Proceed. After that initial term, this Agreement may be
renewed for one (1) term of twelve (12) months, with such renewal to occur on or before the
expiration date of the preceding term, and with such renewal being absolutely predicated upon
the express written agreement of both parties. Such renewal is permitted only provided CRW
has performed each and every contractual obligation specified in this original Agreement.
I99353rkg/revision 8/21/10
EXHIBIT
«A„
CRW shall not be obligated to perform any work on the project, including the provision
of labor or materials, prior to commencement of this Agreement as initiated by City's issuance of
its Notice to Proceed.
2.01 CONTRACT AMOUNT
In consideration for the services to be performed by CRW, City agrees to pay CRW for
actual work performed the not -to -exceed sum of Two Hundred Forty Thousand Six Hundred
Fifty and No/100 Dollars ($240,650.00), in payment for services and the Scope of Work
deliverables as delineated herein and in attached exhibits. No additional reimbursable expenses
not included in attached exhibits shall be allowed or owed under this Agreement.
3.01 EXHIBITS
This Agreement contains the following exhibits, all of which are attached hereto and
incorporated herein by reference for all purposes:
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
4.01 SCOPE OF WORK
Project Scope of Work
Project Milestone and Payment Schedule
Project Cost Summary
Software License Agreement
System Acceptance Testing
Software Escrow Agreement, with exhibits
City of Round Rock Request for Proposals for Land Management
Software, RFP 10-018, Specification No. 10-208-53, dated March
2010, including Attachment A "City of Round Rock Insurance
Requirements;" and CRW's Response dated April 16, 2010
For purposes of this Agreement, CRW has issued its Scope of Work for the assignments
delineated herein, and such Scope of Work is recited in Exhibit "A." This Agreement shall
evidence the entire understanding and agreement between the parties and shall supersede any
prior proposals, correspondence or discussions. CRW shall satisfactorily provide all services and
deliverables described under the referenced Scope of Work within the contract term specified
herein. CRW's undertakings shall be limited to performing services for City and/or advising City
concerning those matters on which CRW has been specifically engaged. CRW shall perform its
services in accordance with this Agreement and in accordance with the referenced Scope of
Work. CRW shall perform its services in a professional and workmanlike manner.
CRW's services shall generally cover the following:
A. Scope of Work. After commencement date, CRW shall:
1. Install Permit Management, Code Enforcement, Project Tracking, Citizen -
access, Mobile laptop, and TRAKiT GIS (support for ArcGIS Server)
software.
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2. Provide data conversion of City's existing data and incorporate data into
CRW system.
3. Provide hands-on Administrator Training, as specified in exhibits.
4. Provide on-site, hands-on User Training, as specified in exhibits.
5. Provide remote access support during Annual Maintenance period, with
City to provide local workstation with remote connection and appropriate
remote access software.
Services provided by CRW shall not include hardware. CRW shall obtain and
maintain all business licenses as may be required by law.
B. Maintenance and Support. CRW shall provide the following maintenance and
support services to City immediately following completion of System Acceptance
Testing. Annual Maintenance and Technical Support fees are payable upon
System Acceptance, and are renewable on the anniversary date of this Agreement
by express written authorization of City:
1. TRAKiT software modifications to correct bugs or errors that are reported
to CRW by City.
2. TRAKiT software updates that are posted from time to time by CRW on
the following CRW web site (www.crw.corn/support/customer_support).
Updates may be downloaded and installed by City onto City's network.
3. Technical support via telephone. CRW reserves the right to restrict phone
access to City -designated System Administrators. Toll-free phone access
is provided by CRW (888-279-2043).
4. Technical support via web forrn on the following CRW web site
(www.crw.com/support).
5. TRAKiT software enhancement requests may be submitted by City to
CRW. Enhancement requests will be reviewed by CRW and may be
incorporated into future releases. City understands that submittal of
enhancement request does not obligate CRW to provide software
modification.
6. City may register for and enroll in CRW training classes for System
Administrators or Users. Registration fees may vary from time to time.
CRW shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A"
and elsewhere herein and in accompanying exhibits. However, either party may make written
requests for changes to the Scope of Work. To be effective for a non -substantive change, a
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change to the Scope of Work must be negotiated and agreed to in all relevant details as
delineated herein; and to be effective for a substantive change, such change must be embodied in
a valid Supplemental Agreement as described herein.
5.01 PAYMENT FOR SERVICES; NO REIMBURSABLE EXPENSES
Payment for Services: In consideration for the services to be performed by CRW, City
agrees to pay CRW the following:
Fees for the listed deliverables in the total amount of $240,650.00 shall be paid by City in
accordance with the payment schedule contained in Exhibit "B," and specifically not in
accordance with Exhibit "C," as follows, to -wit:
First Payment $117,500.00 to be due and payable following completion by CRW
of Tasks 1 - 5 delineated in Exhibit "B"
Second Payment $ 30,787.50 to be due and payable following completion by CRW
of Tasks 7 - 13 delineated in Exhibit "B"
Third Payment $ 30,787.50 to be due and payable following completion by CRW
of Tasks 15 - 19 delineated in Exhibit "B"
Fourth Payment $ 30,787.50 to be due and payable following completion by CRW
of Tasks 21 - 24 delineated in Exhibit "B"
Fifth/Final Payment $ 30,787.50 to be due and payable following completion by CRW
of Tasks 26 - 28 delineated in Exhibit "B"
The approximate loading of CRW's time and costs by segment is as is delineated in
exhibits attached hereto.
No Reimbursable Expenses: No additional reimbursable expenses not included in
attached exhibits shall be allowed or owed under this Agreement.
Not -to -Exceed Total Payment for Services: Unless subsequently changed by
Supplemental Agreement, CRW's total compensation for services hereunder shall not exceed
$240,650.00. This amount represents the absolute limit of City's liability to CRW hereunder
unless same shall be changed by Supplemental Agreement, and City shall pay, strictly within the
not -to -exceed sum recited herein, CRW's fees for work done on behalf of City.
Deductions: No deductions shall be made for CRW's compensation on account of
penalty, liquidated damages or other sums withheld from payments to CRW.
Additions: No additions shall be made to CRW's compensation based upon project
claims, whether paid by City or denied.
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6.01 NON -SUBSTANTIVE CHANGES AND ADDITIONS TO SCOPE OF WORK
Changes or additions to the Scope of Work which are not deemed by City to be
substantive changes may be handled in the following manner without a Supplemental
Agreement: City may request that CRW perform additional services not covered in the Scope of
Work, and such request must be submitted in writing by City's Designated Representative, and
must be counter -signed by CRW's Designated Representative. Such signed request shall include
both a description of the additional services to be performed, and the agreed-upon price for such
services. Any such additional work performed by CRW pursuant to such request shall be added
to the contract price and billed in accordance with the "Project Cost Summary" contained herein
in Exhibit C. CRW shall not commence any additional services for City unless and until written
authorization has been given by City and counter -signed by CRW.
7.01 SUBSTANTIVE CHANGES REQUIRING SUPPLEMENTAL AGREEMENTS
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. CRW shall
not perform any work or incur any additional costs prior to the execution, by both parties, of
such Supplemental Agreement. CRW shall make no claim for extra work done or materials
furnished unless and until there is full execution of any Supplemental Agreement, and City shall
not be responsible for actions by CRW nor for any costs incurred by CRW relating to additional
work not directly authorized by Supplernental Agreement.
8.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment following delivery of all deliverables, CRW shall prepare
and submit detailed progress invoices to City, in accordance with the delineation contained
herein, for services rendered. Such invoices for services shall track the referenced Scope of
Work, and shall detail the services performed, along with documentation for each service
performed. Payment to CRW shall be made on the basis of the invoices submitted by CRW and
approved by City. Such invoices shall conform to the schedule of services and costs in
connection therewith.
Should additional backup material be requested by City relative to service deliverables,
CRW shall comply promptly. In this regard, should City determine it necessary, CRW shall
make all records and books relating to this Agreement available to City for inspection and
auditing purposes.
Payment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to CRW and to adjust same to meet the requirements of
this Agreement. Following approval of an invoice, City shall endeavor to pay CRW promptly,
but no later than the time period required under the Texas Prompt Payment Act described herein.
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Under no circumstances shall CRW be entitled to receive interest on payments which are late
because of a good faith dispute between CRW and City or because of amounts which City has a
right to withhold under this Agreement or state law. City shall be responsible for any sales,
gross receipts or similar taxes applicable to the services, but not for taxes based upon CRW's net
income.
9.01 REQUIRED DRAFT REPORTS AND FINAL REPORT
CRW agrees to provide City with draft reports and a detailed final written report, together
with all information gathered and materials developed during the course of the project.
CRW agrees to provide City with additional bound copies of the final written report, if
and as requested, with the right to make additional copies being at the sole election of City. All
copies of the written final report will be to specifications as delineated by City.
10.01 LIMITATION TO SCOPE OF WORK
CRW and City agree that the Scope of Work to be performed is enumerated in Exhibit
"A" and elsewhere herein and in accompanying exhibits, and may not be changed without the
express written agreement of the parties. Notwithstanding anything herein to the contrary, the
parties agree that City retains absolute discretion and authority for all funding decisions, such to
be based solely on criteria accepted by City which niay be influenced by but not be dependent on
CRW's work.
11.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City inay effect such termination by
giving CRW a written notice of termination at the end of its then -current fiscal year.
12.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Govermnent Code, any payment to be
made by City to CRW will be made within thirty (30) days of the date City receives goods under
this Agreement, the date the performance of the services under this Agreement are completed, or
the date City receives a correct invoice for the goods or services, whichever is later. CRW inay
charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in
which the payment becomes overdue, in accordance with V.T.C.A., Texas Govermnent Code,
Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in
the event:
A. There is a bona fide dispute between City and CRW, a contractor, subcontractor,
or supplier about the goods delivered or the service performed that causes the
payment to be late; or
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B. There is a bona fide dispute between CRW and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
13.01 TERMINATION; DEFAULT
Termination for Convenience: It is agreed and understood by CRW that City may
terminate this Agreement for the convenience of City, upon fifteen (15) days' written notice to
CRW, with the understanding that immediately upon receipt of said notice all work being
performed under this Agreement shall cease. CRW shall invoice City for work satisfactorily
completed and shall be compensated in accordance with the terms hereof for work accomplished
prior to the receipt of said notice of termination. CRW shall not be entitled to any lost or
anticipated profits for work terminated under this Agreement. Unless otherwise specified in this
Agreement, all data, information, and work product related to this project shall become the
property of City upon termination of this Agreement, and shall be promptly delivered to City in a
reasonably organized form without restriction on future use, subject to the conditions set forth
herein. Should City subsequently contract with a new CRW for continuation of service on the
project, CRW shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory or which is not performed in compliance with the terms of this Agreement.
In the event City terminates this Agreement for convenience, City agrees to immediately
return all source code and related materials provided to City by CRW, and to destroy, erase, and
purge all software provided by CRW from any and all of City's computers.
Within thirty (30) days of termination for convenience, City agrees to provide CRW with
written confirmation that all CRW software has been removed or destroyed. Within its sole
discretion, and upon reasonable notice to City, CRW shall have the right to verify that CRW
software has in fact been removed or destroyed by personal inspection of City's computers.
Any use by City of any CRW software after termination of this Agreement for
convenience by City, without the express written authorization of CRW, shall be deemed to be a
breach of this Agreement.
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Termination for Default: Either party may terminate this Agreement, in whole or in
part, for default if the party provides the other party with written notice of such default and the
other fails to satisfactorily cure such default within ten (10) business days of receipt of such
notice (or a greater time if agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to
the actual costs incurred by CRW in performing work to date of default. The cost of the work
that is useable to City, the cost to City of employing another firm to complete the work, and
other factors will affect the value to City of the work performed at the time of default. Neither
party shall be entitled to any lost or anticipated profits for work terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating party and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
14.01 INDEPENDENT CONTRACTOR STATUS
CRW is an independent contractor, and is not City's employee. CRW's employees or
subcontractors are not City's employees. This Agreement does not create a partnership,
employer-employee, or joint venture relationship. No party has authority to enter into contracts
as agent for the other party. CRW and City agree to the following rights consistent with an
independent contractor relationship:
A. CRW has the right to perform services for others during the term hereof.
B. CRW has the sole right to control and direct the means, manner and method by
which it performs its services required by this Agreement.
C. CRW has the right to hire assistants as subcontractors, or to use employees to
provide the services required by this Agreement.
D. CRW or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help CRW.
E. Neither CRW nor its employees or subcontractors shall receive training from City
in skills necessary to perform services required by this Agreement.
F. City shall not require CRW or its employees or subcontractors to devote full time
to performing the services required by this Agreement.
G. Neither CRW nor its employees or subcontractors are eligible to participate in any
employee pension, health, vacation pay, sick pay, or other fringe benefit plan of
City.
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15.01 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither City nor CRW shall offer employment to or shall employ
any person employed then or within the preceding twelve (12) months by the other or any
affiliate of the other if such person was involved, directly or indirectly, in the performance of this
Agreement. This provision shall not prohibit the hiring of any person who was solicited solely
through a newspaper advertisement or other general solicitation.
16.01 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing CRW with such documentation and information as
is reasonably required to enable CRW to provide the services called for. City shall require its
employees and any third parties who are otherwise assisting, advising or representing City to
cooperate on a timely basis with CRW in the provision of its services. CRW may rely upon
written information provided by City and its employees and agents as accurate and complete.
CRW may rely upon any written directives provided by City or its designated representative
concerning provision of services as accurate and complete.
City acknowledges that timely completion of the project is dependent in significant part
upon the timely cooperation of City in providing information to CRW necessary to complete the
project, including but not limited to the following: (a) data obtained from City'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.
Information to be provided by City:
A. City shall provide all information necessary for CRW to establish the permit
software control files, including but not limited to the following:
1. Current valuation and fee structures.
2. Current Permit, Project, License, and
categories.
Case types designations and
3. Examples of all current reports used by City relating to permit
management.
4. Any exceptions to the typical permit
processing requirements.
B. City shall provide CRW with access to City's
installation of the software.
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process, or any special permit
workstations and disk space for
C. City will ensure that staff to be trained in the use of CRW software will have
sufficient basic knowledge of permit processing and MS -Windows functions.
17.01 CONFIDENTIALITY
Any and all programs, data, or other materials furnished by City for use by CRW in
connection with services to be performed under this Agreement, and any and all data and
information gathered by CRW, shall be held in confidence by CRW as set forth hereunder. Each
party agrees to take reasonable measures to preserve the confidentiality of any proprietary or
confidential information relative to this Agreement, and to not make any use thereof other than
for the performance of this Agreement, provided that no claim may be made for any failure to
protect information that occurs more than three (3) years after the end of this Agreement.
The parties recognize and understand that City is subject to the Texas Public Information
Act and its duties run in accordance therewith.
All data relating specifically to City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
CRW's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions,
know-how, and any other information which reasonably should be understood to be confidential
to CRW is confidential information of CRW. City's confidential information and CRW's
confidential information is collectively referred to as "Confidential Information." Each party
shall use Confidential Information of the other party only in furtherance of the purposes of this
Agreement and shall not disclose such Confidential Information to any third party without the
other party's prior written consent, which consent shall not be unreasonably withheld. Each
party agrees to take reasonable measures to protect the confidentiality of the other party's
Confidential Information and to advise their employees of the confidential nature of the
Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
govermnental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to CRW's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit CRW from providing similar services for other clients.
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Neither the City nor CRW will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
18.01 OWNERSHIP OF DOCUMENTS
Ownership of Documents: Notwithstanding anything to the contrary in this Agreement,
City will own as its sole property all written materials created, developed, gathered, or originally
prepared expressly for City and delivered to City under the terms of this Agreement (the
"Deliverables"); and CRW shall own any general skills, know-how, expertise, ideas, concepts,
methods, techniques, processes, software, or other similar information which may have been
discovered, created, developed or derived by CRW either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). CRW's working papers and CRW's
Confidential Information (as described herein) shall belong exclusively to CRW. City shall have
a non-exclusive, non -transferable license to use CRW's Confidential Information for City's own
internal use and only for the purposes for which they are delivered to the extent that they form
part of the Deliverables.
All source code for computer programs or modifications to programs which are produced
pursuant to this Agreement shall be deemed, and shall remain, the intellectual property of CRW
and as such are protected under the copyright, patent, or other laws of the United States as well
as other jurisdictions where such programs are being used.
City 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 City 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.
Source Code Escrow: CRW shall maintain a software escrow account, as described in
Exhibit "F." A copy of the latest source code for the software being installed by CRW pursuant
to this Agreement shall be deposited in such source code escrow account.
CRW shall pay the entire cost of such source code escrow account.
City shall be registered as a Registered Beneficiary of the Software Escrow Agreement,
as delineated in Exhibit "F."
19.01 WARRANTIES
Services Warranty: CRW represents that all services performed hereunder shall be
performed in a correct and competent manner consistent with generally prevailing professional
or industry standards, and shall be performed in a professional and workmanlike manner. Any
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error or defect in the services provided hereunder by CRW shall be re -performed and corrected
by CRW at no additional cost to City.
Application Software Warranty: CRW warrants that its software will perform in the
manner described herein and in related documents, including CRW's Proposal for a Land
Management Software System, hereby incorporated by reference as if fully contained herein, and
in any other written user documentation for the version installed. This Application Software
Warranty shall commence upon date of acceptance by City as defined by Exhibit "E."
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 City free of any proprietary rights of any other party or
any other encumbrance.
20.01 LIMITATION OF LIABILITY
Should any of CRW's services not conform to the requirements of City or of this
Agreement, then and in that event City shall give written notification to CRW; thereafter, (a)
CRW shall either promptly re -perform such services to City's satisfaction at no additional
charge, or (b) if such deficient services cannot be cured within the cure period set forth herein,
then this Agreement may be terminated for default.
In no event will CRW be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by City, its directors, employees or agents.
In no event shall CRW be liable to City, by reason of any act or omission relating to the
services provided under this Agreement (including the negligence of CRW), whether a claim be
in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or
similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for
any atnount in excess of the total professional fees paid by City to CRW under this Agreement,
except to the extent determined to have resulted from CRW's gross negligence, willful
misconduct or fraudulent acts relating to the service provided hereunder.
21.01 SUCCESSORS BOUND; NO ASSIGNMENT
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement, and acknowledge that
all of the terms, provisions and conditions of this Agreement shall inure to the benefit of the
parties hereto and their successors, assigns and legal representatives.
Neither party may assign any rights or delegate any duties under this Agreement without
the other party's prior written approval and consent.
22.01 LOCAL, STATE AND FEDERAL TAXES
CRW shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred
while perforrning services under this Agreement. City will not do the following:
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A. Withhold FICA from CRW's payments or make FICA payments on its behalf;
B. Make state and/or federal unemployment compensation contributions on CRW's
behalf; or
C. Withhold state or federal income tax from any of CRW's payments.
If requested, City shall provide CRW with a certificate from the Texas State Comptroller
indicating that City is a non-profit corporation and not subject to State of Texas Sales and Use
Tax. Sales, Use, Excise, or any state or local taxes and/or licenses which may apply to this
project shall not be the responsibility of CRW.
23.01 INSURANCE
Insurance. CRW, at CRW's sole cost, shall purchase, keep, and maintain during the
term of this Agreement such insurance as is set forth in this subsection. All insurance policies
provided under this Agreement shall be written on an "occurrence" basis. All insurance
requirements shall remain in effect throughout the term of this Agreement. All insurance
policies shall be from companies authorized to do insurance business in Texas and otherwise
acceptable to City.
A. Worker's Compensation Insurance as required by law and by the City of Round
Rock specifications which elicited CRW's proposal response;
B. 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;
C. Commercial General Liability Insurance - $1,000,000.00 limit;
D. Professional Liability Insurance - $1,000,000.00 limit. Professional Liability
Insurance will be in force for the entire term of this Agreement. Professional
Liability Insurance shall apply to services performed by CRW only. Professional
Liability Insurance shall not apply to third -party services or services of
subcontractors.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
A. Each policy shall require that insurer endeavor to provide notice to City thirty
(30) days prior to expiration, cancellation, non -renewal or any material change in
coverage, and such notice shall be given to:
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
13
CRW shall also notify City, within ten (10) days of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives
from its insurer.
B. Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the
sole responsibility and risk of CRW.
C. Terms "City" or "Round Rock" shall include all authorities, boards, commissions,
departments and officers of City and individual members, employees and
designated agents in their official capacities or while acting on behalf of the City.
D. City, and its officers and agents, shall be endorsed as an additional insured under
CRW's insurance.
E. CRW shall not modify or cancel its insurance without prior written notification to
City and approval from City.
F. The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self -Insured
Retentions of whatever nature.
G. CRW and City mutually waive subrogation rights each inay have against the other
for loss or damage, to the extent same is covered by the proceeds of insurance.
Insurers shall have no right of recovery or subrogation against the City of Round
Rock, it being the intention that the insurance policies shall protect all parties to
this Agreement and be primary coverage for all losses covered by the policies.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by CRW shall be borne solely by CRW, with certificates of insurance evidencing
such minimum coverage in force to be filed with City. Exhibits to this Agreement shall contain a
Certificate of Insurance for all items under this subsection, as proof that said insurance is in full
force as of the date of this Agreement. Additionally, CRW shall deliver to City an updated
Certificate of Insurance with every invoice submitted during the term of this Agreement.
24.01 INDEMNIFICATION
CRW shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of CRW,
or CRW's agents, employees or subcontractors, in the performance of CRW's obligations under
this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or CRW (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
14
CRW shall indemnify, defend and hold harmless City from and against any claims, based
upon infringement of any United States copyright, trademark, or patent by the software. City
agrees to notify CRW of any such claim promptly in writing. City 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.
25.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
CRW, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
26.01 FINANCIAL INTEREST PROHIBITED
CRW covenants and represents that CRW, its officers, employees, agents, CRWs and
subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any
product, materials or equipment that will be recommended or required hereunder.
27.01 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf:
Mr. Christian Collier
GIS Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
Telephone: (512) 218-5423
E -Mail: ccollier@round-rock.tx.us
CRW hereby designates the following representative authorized to act in its behalf:
Mr. Christopher R. Wuerz, P.E.
President, CRW Systems, Inc.
16980 Via Tazon, Suite 320
San Diego, CA 92127
Telephone: (858) 451-3030
Facsimile: (858) 451-3870
E -Mail: chris@crw.com
All communications relating to project status shall be exchanged between the Designated
Representatives. If the Designated Representative or his/her respective addresses/contact
information changes during the term of this Agreement, a written notice shall be given to the
other party as soon as is practicable.
15
Designated System Administrator(s): City's Designated Representative shall identify
and designate System Administrator(s). All communications related to day-to-day operations of
the system, including system maintenance, system problems, and/or troubleshooting, shall be
made to CRW only through City's Designated Representative or System Administrator(s).
City's System Administrator(s) 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. City acknowledges that CRW has recommended that
designated System Administrator(s) be experienced and competent with personal computers.
28.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
A. When delivered personally to recipient's address as stated herein; or
B. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to CRW:
CRW Systems, Inc.
Attention: Christopher R. Wuerz, P.E., President
16980 Via Tazon, Suite 320
San Diego, CA 92127
Notice to City:
City of Round Rock
Attention: City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and CRW.
29.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
16
herein, exclusive venue for same shall lie in Williamson County, Texas, and both parties to this
Agreement hereby specifically waive any "venue privilege" they may have in any other
jurisdiction. This Agreement shall be governed by and construed in accordance with the laws
and court decisions of Texas.
30.01 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duty authorized governing body or
representative for each party.
31.01 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try in good faith to
resolve the dispute internally or with the help of a mutually selected mediator. If the parties
cannot agree on a mediator, City shall select one mediator and CRW shall select one mediator
and those two mediators shall agree upon a third mediator. Any costs and fees, other than
attorney fees, associated with the mediation shall be shared equally by the parties. Such
mediation shall be non-binding.
City and CRW hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
32.01 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default
in performance of any obligation hereunder shall constitute an event of default or breach of this
Agreement, only to the extent that such failure to perform, delay or default arises out of causes
beyond control and without the fault or negligence of the party otherwise chargeable with failure,
delay or default; including but not limited to acts of God, acts of public enemy, civil war,
insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other
casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
CRW shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for CRW to perform its
obligations hereunder.
17
33.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
34.01 STANDARD OF CARE
CRW represents that it is specially trained, experienced and competent to perform all of
the services, responsibilities and duties specified herein and that such services, responsibilities
and duties shall be performed, whether by CRW or designated subconsultants, in a manner
acceptable to City and according to generally accepted business or industry practices.
35.01 GRATUITIES AND BRIBES
City may, by written notice to CRW, cancel this Agreement without incurring any
liability to CRW if it is determined by City that gratuities or bribes in the form of entertainment,
gifts, or otherwise were offered or given by CRW or its agents or representatives to any City
officer, employee or elected representative with respect to the performance of this Agreement.
In addition, CRW may be subject to penalties stated in Title 8 of the Texas Penal Code.
36.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
37.01 DUE AUTHORITY
City represents and warrants that the person executing this Agreement on behalf of City
is an agent of City and has full and complete authority to execute this Agreement and enter into
the terms and covenants provided herein, and has been designated by City to execute this
Agreement on behalf of City.
CRW represents and warrants that the person executing this Agreement on behalf of
CRW is an agent of CRW and has fill and complete authority to execute this Agreement and
enter into the terms and covenants provided herein, and -has been designated by CRW to execute
this Agreement on behalf of CRW.
18
38.01 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, any one of which shall be
considered an original of this document; and all of which, when taken together, shall constitute
one and the same instrument. City agrees to provide CRW with one fully executed original.
IN WITNESS WHEREOF, City and CRW have executed this Agreement on the dates
indicated.
City of Round Rock, Texas CRW Systems, Inc.
By: By: C
Printed Name: Printed Name: C sgt ,1 9- l2, WVirP-t
Title: Title: f fL es, 004
Date Signed: Date Signed: 612-3/ 2010
For City, Attest:
By:
Sara L. White, City Secretary
For City, Approved as to Form:
By:
Stephan L. Sheets, City Attorney
19
EXHIBIT A
PROJECT SCOPE OF WORK
Upon receipt of a written Notice to Proceed from CLIENT, CRW shall perform the following services:
A. On -Site attendance and participation in project meetings.
Meetings: Project kick-off meeting; software installation; database installation; project implementation meetings.
On Site Days: CLIENT changes to scheduled travel days within 14 days of project schedule may incur Increased travel
expenses.
B. Deliver computer software (TRAKIT) and database structures for SQL/Server database.
Deliverable: CD containing computer software; installation instructions; services to install software on CLIENT
network and up to three workstations; services to train CLIENT IT staff for installation of remaining
CLIENT workstations; services to install SQL/Server database and tables.
8.1. Provide eTRAKIT modules for web -based permit processing.
Deliverable: ASP and HTML pages (source code) to provide the following functions:
(1) Purchase & print permits
(2) Request inspections
(3) Review inspection status and comments
(4) Pay fees
(5) Show plan status
(6) Search general license information
(7) Assign appropriate inspectors
(8) Create user logins
(9) Inspector login to change/Input results
B.2. Provide MobileTRAK module for field -ready Laptop Sync interface.
Deliverable: TRAKIT module for Interface to either field -ready laptop/tabtetPC.
C. Provide data conversion services.
Deliverable: Electronic transfer (via FTP or email) of converted database; services to develop conversion software for
translation; services to perform data conversion; services to install converted data; services to
investigate and correct any errors uncovered during conversion balancing and/or system testing.
Applies to: GIS, Assessor data, and Permits/Inspection data from DataQuest, Excel Spreadsheets, and SQL
databases.
CLIENT will provide to CRW all tables and files that are necessary for historical data conversion. CLIENT agrees to provide all
necessary fifes and data to CRW within thirty (30) days of project commencement date.
D. Provide software training.
Page 8
Deliverable: Provide System Administrator training for up to two (2) CLIENT staff during scheduled training at CRW
designated facilities.
Land Management Software
City of Round Rock, TX
Deliverable: Provide Report Writing training for up to two (2) CLIENT staff during scheduled training at CRW
designated facilities.
Deliverable: Conduct three (3) days of on-site, hands-on System Acceptance training at CLIENT office. Class slze is
limited to eight (8) students per day.
Deliverable: Conduct five (5) days of on-site, hands-on End User training at CLIENT office. Class size Is limited to eight
(8) students per day.
CRW to provide workstations (laptops) and networked server for all on-site classes. CLIENT to provide classroom space at
CLIENT facilities.
E. Provide Project Implementation services.
Deliverable: Develop up to four (4) custom forms, two (2) custom scripts, and up to three (3) custom reports, as
directed by CLIENT staff; provide standard (ICC or other) Valuation tables; develop custom valuations
and fee formulas as directed by CLIENT staff, using information provided by CLIENT.
Deliverable: Installation of permit forms, fee tables and valuations tables in TRAKIT database.
Deliverable: Data import specification (using standard TRAKIT Import function) for monthly updates of assessor
records.
CLIENT to provide information regarding fee formulas, usage, permit, project, and code forms.
CLIENT agrees to provide all necessary custom report and custom form definitions to CRW within thirty (30) days of project
commencement date.
F. Provide Twelve (12) months technical support and software updates/upgrades.
Applies to: TRAKIT software. Time period for no -charge technical support to begin upon completion of System
Acceptance, as defined in Exhibit E.
G. Deliver Integration to PeopleSoft 91 financial system.
Deliverable: Create a stored procedure/batch script routine to export financial details nightly from the TRAKiT
system into PeopleSoft.
H. Deliver Integration to FireHouse system.
Deliverable: Create a stored procedure/batch script routine to export and import inspection data nightty from the
TRAKIT system into the FireHouse system.
Page 9
Land Management Software
City of Round Rock, TX
Task
L. °.Contract Execution /
Notice to Proceed
EXHIBIT B
PROJECT MILESTONE AND PAYMENT SCHEDULE
CLIENT Responsibilities
CLIENT signs contract and
provides Notice to Proceed.
CRW Responsibilities
CRW signs final contract.
Target Date
September 1, 2010
2. Review Project Milestone
Dates & Deliver Kick -Off
Workbook
CLIENT reviews and sets Project
Milestone dates with CRW.
CRW & CLIENT review Project September 2010
Milestone dates; CRW delivers
electronic copies of Workbook.
3. Confirm Hardware &
Required Systems
CLIENT provides confirmation
that all required hardware,
servers, database systems, and
related components are ready.
CRW reviews hardware
specifications with CLIENT; CRW
installs and confirms GoToMyPC
remote access.
September 2010
4. Kick -Off Meeting / Project
Commencement
CLIENT attends and participates
in Kick -Off Meeting; CLIENT
prepares first extract of data to
be converted.
CRW conducts Kick -Off meeting; September 2010
CRW Installs all TRAKiT software
on CLIENT server.
• Source Data List Due
CLIENT submits list of all sources
of data to be converted; including
file type, name, format, and
approx. number of records.
CRW reviews source data with September 2010
CLIENT.
• First Payment Due
Total Software = $117,500
Customer provides 1st payment
for software licensing.
September 2010
• :Business Process Review
Meeting
CLIENT provides information and
participates in preliminary
business process discussion.
CRW assists the CLIENT with October 2010
Project Workbook and identifies
process adaptation.
8. Screenshots of Existing
Software
CLIENT provides subset of source
data and screenshots of existing
software that relate to the data
conversion process.
CRW reviews screenshots and October 2010
begins mapping of data; CRW
prepares data mapping
document to submit to CLIENT.
9. Data Mapping Document
10. Workbook / Data
Collection Meeting
CLIENT to review data mapping
document provided by CRW.
CLIENT provides completed
Workbooks and copies of needed
forms/reports; CLIENT attends
department meetings to offer
insight into workflow; CLIENT
provides complete set of source
data for conversion.
CRW to submit data mapping October 2010
document for CLIENT approval.
CRW collects CLIENT responses October 2010
to Workbooks; CRW conducts
Department meetings to ensure
understanding of responses and
discuss procedural needs; CRW
reviews data to convert with
CLIENT.
11. Data Mapping Signoff
CLIENT approves data mapping
document after a review with
CRW's data conversion specialist.
CRW to provide data mapping November 2010
documents, layouts, and
explanations.
12. System. Configuration
CLIENT participates and provides
additional information as needed
by CRW.
CRW configures system
according to Workbook 2010
responses and meeting
discussions; CRW converts
historical data; CRW
creates/customizes reports
and/or forms (e.g. Permit Form).
November - December
13. initial Delivery
CLIENT will attend the
demonstration of the delivery.
CRW installs and demonstrates January 2011
configured system.
Page 10
Land Management Software
City of Round Rock, TX
Task
14. Second Payment Due
$30,787.50
CLIENT Responsibilities
Customer provides 2" payment
for services.
CRW Responsibilities
Target Date
January 2011
15. System Acceptance Users
Trained
CLIENT will provide meeting
space and provide up to eight (8)
staff for training.
CRW provides training materials January 2011
and laptops with initial system
configuration.
16. System Acceptance Testing
Begins
CLIENT "System Acceptance"
Users verify accuracy and
placement of converted data,
forms & reports; CLIENT tests
software configuration; CLIENT
tests program interfaces; CLIENT
tests software customizations;
CLIENT notifies CRW of desired
changes.
CRW receives change requests January 2011
from CLIENT and makes
necessary revisions.
17. Initial Delivery Revisions CLIENT delivers revision list to
CRW.
CRW receives review comments January 2011
from CLIENT and begins
adjusting configured system.
18. Revised Delivery
CLIENT continues review of
system.
CRW delivers revisions to
CLIENT.
February 2011
19. System Acceptance Testing CLIENT reviews data with project
Review manager via remote sessions.
CRW schedules weekly remote February 2011
meetings with each department
to review system configuration.
20. Third Payment Due
$30,787.50
Customer provides 3rd payment
for services.
February 2011
21. Final Revisions List
CLIENT delivers final revision list
to CRW.
CRW receives review comments February 2011
from CLIENT and makes final
adjustments.
22. System. Acceptance Testing
Review
CLIENT reviews data with project
manager via remote sessions.
CRW schedules weekly remote February 2011
meetings with each department
to review system configuration.
23. Final Delivery
CRW installs modified system. March 2011
24. System Acceptance Testing
Ends
CLIENT approves final system
before User Training commences.
March 2011
25. Fourth Payment Due ,
$30,787.50
CLIENT provides 4th payment for
services.
March 2011
26. End User Training
CLIENT provides meeting space
for up to eight (8) staff.
CRW provides training materials April 2011
and laptops with configured
system.
27. Transition to Live
CLIENT provides final extract of
historical data to CRW.
CRW converts data and Toads April 2011
onto CLIENT's server.
28. Go Live
CLIENT Goes Live with TRAKIT.
CRW provides Go -Live support April 2011
onsite.
29. Final Payment
$30,787.50
CLIENT provides final payment.
May 2011
**System Administrator/
Report Writing Training
CLIENT provides System
Administrators for training at a
remote location.
CRW trains CLIENT staff at any
of the following locations &
dates.
Date and location to
be determined based
on availability.
Target dates on this schedule are intended to reflect projected completion dates for the respective milestone.
Page 11
land Management Software
City of Round Rock, TX
EXHIBIT C
PROJECT COST SUMMARY
A. Software & Licensing Fees
LandTRAK, TRAKiT GIS (ArcGIS Server 9.3.1 version) $ 10,000 module
PermitTRAK $ 7,500 module
ProjectTRAK $ 7,500 module
AEC TRAK $ 0 module
CodeTRAK $ 7,500 module
MobileTRAK (LaptopSync) - unlimited users $ 10,000 module
eTRAKIT $ 15,000 module
End -User Licensing (concurrent) $ 60,000 30 users
Sub -total:
$ 117,500
B. Implementation & Project Management
System Configuration $ 15,000 20 class. types
Control Tables Setup $ 18,000
MobileTRAK Configuration $ 3,500
eTRAKIT Configuration $ 5,000
TRAKIT System Installation - Support $ 1,500 1 remote day
Kick-off Meeting $ 2,500 - 1 day
Business Process Review (BPR Meeting) $ 5,000 - 2 day
Project Meetings (on-site) $ 17,500 - 7 days
CRW Go -Live Support $ 7,500 3 days
Sub -total:
$ 75,500
C. Data Conversion
Assessor, GIS
Permits, Inspections
Sub -total:
$ 5,000 - Assessor/GIS sync
$ 17,500 - Multiple systems
$ 22,500
D. Training Services
End User Training
System Acceptance Training
System Admin/Report Writing Training
Sub -total:
$ 12,500 - 5 days
$ 7,500 - 3 days
$ 3,000 - 2 seats
$ 23,000
E. Travel & Expenses $ 13,650
F. Contingencies / Customizations
Financial System Integration
Fire Management System
Custom Reports
Custom Forms
Custom Scripts
Sub -total:
$ 2,500 PeopleSoft 9i (batch script)
$ 2,500 FireHouse (batch script)
$ 4,500 - 3 reports
$ 6,000 - 4 forms
$ 3,000 - 2 scripts
$ 18,500
G. Discounts
More than 6 modules
More than 30 concurrent users
Sub -total:
($ 15,000)
($ 15,000)
($ 30,000)
Total of TRAKIT Installation: $ 240,650
Page 12
Land Management Software
City of Round Rock, TX
�eli'ance
TRAKiT Annual Maintenance Fee —Year 1 $ 23,500
TRAKIT Annual Maintenance fee —Year 2 $ 23,500
TRAKIT Annual Maintenance Fee — Year 3 $ 24,675
TRAM Annual Maintenance Fee — Year 4 $ 24,675
TRAKIT Annual Maintenance Fee — Year 5 $ 25,909
Page 13
- 30 users
- 30 users
- 30 users
- 30 users
- 30 users
Land Management Software
City of Round Rock, TX
EXHIBIT D
SOFTWARE LICENSE AGREEMENT
This perpetual License Agreement for the use of "Community Development Software" (Software) developed and marketed by CRW Is
granted to CLIENT by CRW as of the date of this Agreement.
SUMMARY OF LICENSE TERMS
1. Software is marketed by CRW under the title of "TRAKIT".
2. Software provided to the CLIENT under this License allows the CLIENT to perpetually use, not own, the software.
3. Software is provided to the CLIENT as a multi-user, concurrent access license. The designated number of concurrent
Users/Administrators/Observers for this license is thirty (30). CLIENT is permitted to install Software on any and all
workstations owned or controlled by the CLIENT. Software will allow a designated number of concurrent users to access
the databases maintained by Software. Users attempting to access the system databases with Software after the
designated number of concurrent users is logged on will be prohibited from logging on.
4. This software license shall not be sub -licensed, re -sold, assigned, transferred or otherwise distributed by the CLIENT to any
other person, company or organization without the written authorization of CRW.
S. This Software, Including any and all modifications, upgrades and bug fixes, is protected by the copyright laws of the United
States and international copyright treaties. Unauthorized copying of the Software, including software that has been
modified, merged or included with the Software, or the associated written materials (the' Documentation") is expressly
forbidden. CLIENT may not remove, obscure, or alter any notice of patent, copyright, trademarks, trade secret or other
proprietary rights in the Software. The Title, ownership rights, and intellectual property rights in and to this Software shall
remain with CRW.
6. CRW has made reasonable checks of the Software to confirm that it will perform in normal use on compatible equipment
substantially as described in the specifications for the Software. However, due to the inherent nature of computer
software, neither CRW nor any individuals involved in the development or installation of the Software warrant that the
Software or the Documentation is completely error free, will operate without interruption, is compatible with all equipment
and software configurations, or will otherwise meet your needs.
7. 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.
8. CRW warrants that its Software will perform in the manner described in the Agreement documents including CRW's
Response to the CLIENT's RFP, hereby incorporated by reference as If fully contained herein and any other written user
documentation for the version installed.
9. This Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit F attached hereto.
10. Neither CRW nor any of the people or companies involved in providing this license to the CLIENT may be held liable for any
incidental or consequential damages caused by failures or faults of the software or its functions.
11. CRW's sole responsibilities with respect to error corrections will be to correct any defects or errors in the Software or its
functions, which are brought to the attention of CRW by the CLIENT.
12. This License Agreement will remain in effect until CLIENT returns Software to CRW, or until CUENT destroys Software.
EXHIBIT E
Page 14
Land Management Software
City of Round Rock, TX
SYSTEM ACCEPTANCE TESTING
1. CLIENT shall commence System Acceptance tests upon written notification from CRW that system software and database
conversion has been Installed and is ready for System Acceptance testing. Testing shall be conducted at CLIENT site, using
CLIENT computer hardware. CLIENT staff will conduct all System Acceptance Testing.
2. CLIENT shall be allowed a period of thirty (30) business days for System Acceptance Testing, beginning from the date of
notification as provided in paragraph 1 above, and continuing, and completed, as provided in paragraphs 3 and 4 below.
CLIENT shall Immediately advise CRW, in writing, of any error, or perceived error, discovered at any time during the testing
period.
3. Upon delivery of written notification from CLIENT to CRW of a software system or database conversion error, or other
problem, has occurred, CRW shall have ten (10) business days to address and correct such error so as to render the system
operable. CRW shall provide written notice to CLIENT that the error has been corrected. During the time period between
notification of any error until to such time that CRW advises CLIENT of correction of such error the thirty (30) day System
Acceptance test period shall be suspended. The thirty (30) day System Acceptance test period shall resume upon notice by
CRW that the previously noticed errors have been corrected and once the corrections have been made available to the
CLIENT.
4. CRW shall provide written notice to CLIENT when the thirty (30) day System Acceptance test period has expired.
Thereafter, CLIENT shall have five (5) business days to provide CRW with written notice of any remaining errors or
problems. ACCEPTANCE SHALL BE DEEMED TO HAVE OCCURRED AT THE LATEST OF THE FOLLOWING DATES: (a) THE DATE
WRITTEN NOTICE IS PROVIDED BY CRW TO CLIENT THAT THE FINAL PROBLEMS IDENTIFIED BY CLIENT PURSUANT TO THIS
SECTION HAVE BEEN CORRECTED, OR (b) THE DATE OF NOTICE BY CRW TO CLIENT INDICATING THAT THE ACCEPTANCE
TESTING PERIOD HAS EXPIRED.
5. CLIENT may begin using the software for productive use following completion of the System Acceptance tests. "Productive
Use" shall include the issuance of any building permits, inspections and/or fee collection from the general public.
6. CLIENT may not begin to use the software for productive use prior to completion of the System Acceptance tests. If CLIENT
begins using software for productive use prior to completion of the System Acceptance test, then the system acceptance
test will be deemed completed and satisfactory.
Page 15
Land Management Software
City of Round Rock, TX
EXHIBIT F
SOFTWARE ESCROW AGREEMENT
Date of Agreement: November 21, 2003
Escrow No. 5794 -MB
EscrowTech:
EscrowTech international, Inc.
C7 Data Center Building
333 South 520 West, Suite 230
Lindon, UT 84042
Tel.: (801) 852-8202
Fax: (801) 852-8203
Owner:
CRW Systems, Inc.
16980 Via Tazon, Suite 320
San Diego, CA 92127
Tel.: (858) 451-3030
Fax: (858) 451-3870
1. Software and Establishment of Escrow. Owner owns,
or has the right to license or distribute, the "Software"
identified in Exhibit A. By this Agreement, Owner
establishes an escrow of "Deposit Materials" (see
Exhibit A) for the Software (the "Escrow").
2. Beneficiaries. Each licensee of the Software who
registers under Section 3 shall be a "Beneficiary."
3. Registration. To register a licensee as a Beneficiary
with EscrowTech:
(a) Owner and the licensee will complete and
execute EscrowTech's then -current
Beneficiary Registration Form.
(b) The completed and executed Beneficiary
Registration Form will be submitted to
EscrowTech.
(c) EscrowTech will give written notice to Owner
and the licensee of receipt of the Beneficiary
Registration Form.
4. Deposit Materials. Owner shall deposit the "Deposit
Materials" (including "Updates") into the Escrow by
delivering to EscrowTech the Deposit Materials
described in Exhibit A. Owner warrants that it has the
right to provide the Deposit Materials to EscrowTech
for the purposes of this Agreement and shall indemnify
EscrowTech against, and hold it harmless from, any
claim to the contrary by a third party.
Duplicate copies (i.e., two sets) of all Deposit Materials
in reliable storage media should be delivered by
Owner, but EscrowTech is not responsible if Owner
Page 16
5. Encryption and Reproduction. Owner warrants that
none of the Deposit Materials will be encrypted or
password protected and that all of the Deposit
Materials will be in a readable and useable form (for
purposes of the Permitted Use - see Section 14) and
will be readily reproducible by EscrowTech for copying
as needed under this Agreement (see, e.g., Section 13).
Exception: if Deposit Materials are transmitted
electronically to EscrowTech via FTP or other electronic
transmission method accepted by EscrowTech, then
such Deposit Materials may be in an encrypted format
that is acceptable to EscrowTech and that can be
decrypted by EscrowTech and stored in an
unencrypted format on physical media (e.g., a CO
ROM). It Is Owner's responsibility to provide any
decryption tools/keys, passwords, and information
needed for decryption. It is not EscrowTech's
responsibility to discover if any of the Deposit
Materials are encrypted or password protected or to
provide de -encryption tools/keys, passwords or
information needed for decryption.
6. Updates. Owner shall update the Escrow by delivering
to EscrowTech Updated Deposit Materials ("Updates")
as described in Exhibit A. Updates shall be part of the
"Deposit Materials."
7. Deposit Procedure. Deposit Materials shall be
delivered by Owner to EscrowTech in accordance with
EscrowTech's then -current deposit procedures.
only for that Beneficiary. In making a given
deposit of Deposit Materials, Owner may
designate the Beneficiary in the Deposit
Land Management Software
City of Round Rock, TX
fails to comply with this.
(a)
Deposit Inventory Form. Owner will submit
with the Deposit Materials a completed
Deposit Inventory Form. Such Deposit
Inventory Form shall be a representation by
Owner to each Beneficiary and EscrowTech
that the Deposit Materials conform to the
descriptions and identifications in the
Deposit Inventory Form.
(b) Confirmation. To confirm receipt of the
Deposit Materials, EscrowTech will mail or
otherwise deliver a copy of the Deposit
Inventory Form to Owner and each
Beneficiary.
(c) Deficiency. If a Beneficiary believes that the 8.
Deposit Materials, as identified in the Deposit
inventory Form, are deficient (e.g.,
incomplete or inadequate) or if there is some
other problem, then the Beneficiary shall
notify Owner and resolve the matter with
Owner. It is Owner's responsibility to deposit
all required Deposit Materials.
(d) Reproducible. It is Owner's responsibility to
ensure that the Deposit Materials provided
by Owner (including, without limitation those
on any electronic media - e.g., CD-ROMs,
magnetic tapes, etc.) are provided in a
reproducible form.
(e) Verification. EscrowTech is not responsible
for verifying the completeness, accuracy,
suitability, state, format, safety, quality, or 9.
content of the Deposit Materials. However,
at the request of any Beneficiary or
Beneficiaries, EscrowTech may conduct
technical verifications of Deposit Materials
for such Beneficiary or Beneficiaries in
accordance with a Technical Verification
Addendum to this Agreement. The
requesting Beneficiary or Beneficiaries must
pay EscrowTech's then -current fees plus
expenses for the technical verifications.
(f) Designated Beneficiary Option. If certain
Deposit Materials apply only to one
Beneficiary (e.g., the Software is customized
for a given Beneficiary), then Owner has the
option of depositing such Deposit Materials
nature in any state or foreign jurisdiction) will impede,
delay or prevent the release of Deposit Materials to a
Beneficiary in accordance with the provisions of this
Agreement, and Owner hereby conveys and licenses to
EscrowTech such rights (including intellectual property
Page 17
Inventory Form. Only the designated
Beneficiary will have escrow rights (and
potentially release rights) with respect to
these Deposit Materials. Except for this
restriction, the other terms and conditions of
this Agreement shall apply thereto. It is the
responsibility of Owner to clearly indicate the
designated Beneficiary. Owner may
designate more than one Beneficiary, and in
such case each of the designated
Beneficiaries will be a designated Beneficiary
as described above. The Beneficiary Fee for
each designated Beneficiary will be increased
as provided in Exhibit 13.
Replacement of Obsolete Deposit Materials. Owner
may identify for EscrowTech any Deposit Materials
which become obsolete, outdated or redundant and
instruct EscrowTech to destroy or return the identified
Deposit Materials. Such identification shall be made in
writing and must be consistent with the labeling and
identification used by Owner when the Deposit
Materials were delivered to EscrowTech or be
otherwise understandable to EscrowTech. The
instructions to EscrowTech must be accompanied by
written permission from each affected Beneficiary for
EscrowTech to destroy or return the identified Deposit
Materials in accordance with Owner's instructions.
The "Deposit Materials" shall cease to include any
destroyed or returned Deposit Materials.
License Agreement. Owner and each Beneficiary have
entered into one or more agreements identified in the
Beneficiary's Registration Form that relate to the
Software. For that Beneficiary, such agreement(s) is
(are) referred to herein as the "License Agreement"
This Software Escrow Agreement is "supplementary" to
the License Agreement within the meaning of Section
365(n) of the U.S. Bankruptcy Code (11 U.S.C. 365(n)).
If this Agreement and/or the License Agreement are/Is
rejected by Owner as a debtor in possession or a
trustee or by any other person or entity under the U.S.
Bankruptcy Code, then the Beneficiary may elect to
retain its rights as provided in Section 365(n). The
Parties intend that no bankruptcy or bankruptcy
proceeding, petition, law or regulation (and no other
proceeding, petition, law or regulation of a similar
(d) Dispute. If Owner disputes the Beneficiary's
right to the Deposit Materials or otherwise
objects to their release, then Owner must
give written notice of such dispute or
objection to EscrowTech prior to the
Land Management Software
City of Round Rock, TX
rights) as are necessary to allow EscrowTech to lawfully
make such release and perform this Agreement. This
license Is granted as of the date of this Agreement and
shall predate any bankruptcy petition subsequent to
such date.
10. Embodiments of intellectual Property. The Parties
agree that the Deposit Materials are an "embodiment"
of "intellectual property" as those terms are used in
Section 365(n) of the U.S. Bankruptcy Code (11 U.S.C.
365(n)). The tangible Deposit Materials and any copies
thereof made by EscrowTech in accordance with this
Agreement are owned by EscrowTech, but such
ownership does not include ownership of any
copyrights or other intellectual property in or to the
Deposit Materials.
11. Release of Deposit Materials - Request of Beneficiary.
A Beneficiary will be entitled to receive the Deposit
Materials if the "Release Condition" described in the
applicable Beneficiary Registration Form occurs. The
following release procedure shall apply:
(a) Notice to EscrowTech. The Beneficiary shall
give written notice to EscrowTech Informing
EscrowTech that the Release Condition has
occurred, and shall request EscrowTech in
writing to release the Deposit Materials to
Beneficiary.
(b) Notice to Owner. EscrowTech shall then
promptly send written notice to Owner of the
Beneficiary's notice and request for release.
Such notice will be sent by a "next day" or
"overnight" or "priority" or "express"
delivery service (e.g., Federal Express, UPS,
U.S. Express Mail, etc.) or will be delivered
personally.
(c) Release and Waiting Period. Unless there is
a timely dispute or objection as provided in
Section 11 (d) below, EscrowTech shall
release the Deposit Materials to the
Beneficiary promptly after expiration of the
Waiting Period. The "Waiting Period" shall
be two weeks, beginning on the date that the
notice is sent by EscrowTech to Owner.
Beneficiary under (a) above.
12. Release of Deposit Materials - Owner's Instruction.
Upon receipt of notice and instruction from Owner and
the receipt of the Release Fee, EscrowTech shall
release the Deposit Materials to the Beneficiary
designated in the instruction.
Page 18
conclusion of the Waiting Period. If
EscrowTech receives such timely notice of
dispute or objection, EscrowTech will not
release the Deposit Materials to the
Beneficiary until the dispute is resolved by
Owner and the Beneficiary in accordance
with Section 19 or by court order. Such
resolution will determine whether or not the
Beneficiary is entitled to receive the Deposit
Materials. EscrowTech has no obligation to
determine whether or not the Beneficiary is
entitled to the Deposit Materials.
(e) Partial Release. If Owner believes that the
Beneficiary is entitled to a release of only a
portion of the Deposit Materials (e.g.,
Deposit Materials corresponding to
unlicensed versions - see (f) below), it is the
responsibility of Owner to indicate this in a
written notice to EscrowTech and to clearly
identify in such notice the portion of the
Deposit Materials that should be released to
the Beneficiary and what should not be
released. This notice must be given promptly
and must be received by EscrowTech within
the above Waiting Period. If the Beneficiary
believes that it is entitled to more than said
portion of the Deposit Materials, then this
dispute shall be resolved in accordance with
Section 19.
(f) Unlicensed Versions. A Beneficiary Is not
entitled to receive Deposit Materials
corresponding to Software versions not
licensed or provided by Owner to Beneficiary.
[For example, if the Deposit Materials
correspond to versions 1.0, 2.0, 2.1 and 3.0 of
the Software, but only versions 2.0 and 2.1
are licensed to the Beneficiary, then the
Beneficiary is only entitled to a release of the
Deposit Materials corresponding to versions
2.0 and 2.1.1 If applicable, it Is the
responsibility of Owner under (e) above to
inform EscrowTech of the specific Deposit
Materials which should not be released to
the Beneficiary. In the absence of such
information, EscrowTech may release all of
the Deposit Materials requested by the
The Beneficiary Fee is first payable at the
time of registration. This entitles the
Beneficiary to registration for the remainder
of the contract year In which the Beneficiary
Fee is paid. Thereafter and until the
Beneficiary ceases to be a "Beneficiary" (see
Section 16), the Beneficiary Fee will be paid
Land Management Software
City of Round Rock, TX
13. Copies. Because there are multiple Beneficiaries under
this Escrow, any Deposit Materials released to
Beneficiaries under this Agreement may be in the form
of copies of the Deposit Materials. EscrowTech may
copy the Deposit Materials for the purposes of this
Agreement. Such copies shall be considered Deposit
Materials for the purposes of this Agreement.
14. Use of Released Deposit Materials. Deposit Materials
released to a Beneficiary under this Agreement may
only be used by the Beneficiary as permitted In its
Beneficiary Registration Form ("Permitted Use").
Owner hereby licenses the Beneficiary to practice the
Permitted Use. Although Beneficiary is not entitled to
receive any Deposit Materials until after a release
under this Agreement, this Permitted Use license is
granted as of the date the applicable Beneficiary
Registration Form is first signed by Beneficiary or
Owner and shall predate any bankruptcy petition
subsequent to such date. If this Agreement and/or the
License Agreement are/Is rejected by Owner as a
debtor In possession or by a trustee or by any other
person or entity under the U.S. Bankruptcy Code, then
the Beneficiary may elect to retain this Permitted Use
license as part of the rights it may retain in accordance
with Section 365(n) of the U.S. Bankruptcy Code. This
shall not negate, prejudice or limit any other rights
which the Beneficiary may have.
15. Fees. EscrowTech shall receive the following fees and
payments:
(a) Annual Fee. Beginning on the date of this
Agreement and on each anniversary thereafter
until termination of the Escrow, Owner shall pay
an Annual Fee to EscrowTech in accordance with
the Fee Schedule (Exhibit B). The Annual Fee is
payable at the beginning of the contract year to
which It is applicable.
(b) Beneficiary Fees. For each Beneficiary, the
Benefidary Fee will be paid to EscrowTech in
accordance with the Fee Schedule (Exhibit B).
16. Termination of Beneficiary's Registration. A
Beneficiary's registration will terminate and the
Beneficiary will cease to be a "Beneficiary" under this
Agreement if any of the following occurs:
(a) The Beneficiary gives written notice of such
termination to EscrowTech.
(b) The Beneficiary's License Agreement
terminates. Elf the License Agreement
Page 19
to EscrowTech in advance for each
subsequent contract year. "Contract years"
are based on the date of this Agreement and
anniversaries thereof.
(c) Excess Update Fee. Four Updates to the
Escrow per contract year are included at no
extra charge. If more than four Updates are
made in a contract year, Owner shall pay the
Excess Update Fee (see Exhibit B) to
EscrowTech for each extra Update. Any
deposits of Deposit Materials for designated
Beneficiaries under Section 7(f) shall be
deemed Updates for the purpose of this
Excess Update Fee.
(d) Release Fees. Each Beneficiary requesting a
release of any Deposit Materials under
Section 11 shall pay the Release Fee (see
Exhibit B) to EscrowTech. If any Deposit
Materials are released to a Beneficiary at the
instruction of Owner under Section 12,
Owner shall pay the Release Fee to
EscrowTech.
(e) Excess Storage Charges. If the storage
requirement for the Deposit Materials
exceeds two cubic feet, then Owner will pay
the Excess Storage Charge (see Exhibit B).
(f) Increases. The fees set forth in Exhibit B are
fixed for the first three years of this
Agreement. Thereafter, fees are subject to
reasonable increase by EscrowTech upon
written notice. EscrowTech's then -current
fees shall be payable.
(g) Costs. Each Beneficiary shall pay EscrowTech
for reasonable costs incurred by EscrowTech
in releasing, copying and delivering the
Deposit Materials to the Beneficiary. All
other out-of-pocket costs reasonably
incurred by EscrowTech in connection with
this Agreement are reimbursable by the
applicable Beneficiary and Owner to
EscrowTech. Costs are not included in the
above fees and are payable in addition to the
above Fees.
(a) EscrowTech shall either return the Deposit
Materials to Owner or destroy the Deposit
Materials, whichever Owner requests. If
destruction is requested, EscrowTech will
certify in writing to Owner that such
destruction has occurred.
(b) EscrowTech shall have no obligation or
liability to Owner or any Beneficiary after
termination.
Land Management Software
City of Round Rock, TX
consists of more than one agreement and if
less than all such agreements terminate, then
the License Agreement shall consist of the
unterminated agreements and the
Beneficiary shall continue as a "Beneficiary"
under this Agreement.) In the event of such
termination, the Beneficiary and Owner will
give written notice thereof to EscrowTech. If
such notice is given by Owner, but not the
Beneficiary, then EscrowTech may send
notice thereof to Beneficiary and if
EscrowTech does not receive a written
objection from Beneficiary within three
weeks after the date of EscrowTech's notice,
then EscrowTech may terminate the
Beneficiary's registration.
(c) The Beneficiary breaches this Agreement and
does not cure such breach within 30 days of
written notice of such breach, and
EscrowTech gives notice of termination to
the Beneficiary.
(d) The Escrow terminates.
EscrowTech will have no obligation or liability to the
Beneficiary after termination of its registration.
Termination of a Beneficiary's registration shall not
affect the other Beneficiaries.
17. Termination of Escrow. Subject to Section 18, this
Escrow may be terminated by either Owner or
EscrowTech upon 90 days advance written notice of
termination to the other Party and to the Beneficiaries.
Termination will not be effective until the end of the 90
day period (and any extension pursuant to Section 18).
If a Release Condition occurs and EscrowTech is given
written notice thereof under Section 11(a) prior to the
date of termination, then the Escrow will not terminate
without the written consent of the affected
Beneficiaries. Upon termination of the Escrow, the
following shall apply:
finally settled by arbitration conducted in accordance
with the commercial arbitration rules of the American
Arbitration Association or its successor. The disputing
Parties shall attempt to mutually agree upon a neutral
arbitrator. If the disputing Parties cannot reach such
agreement, they shall request the American Arbitration
Association or its successor to designate a neutral
arbitrator. Any arbitration involving EscrowTech as a
party shall be conducted in Salt Lake City, Utah. Any
arbitration to which EscrowTech is not a party shall be
conducted in Owner's city as indicated at the beginning
Page 20
(c) Termination of the Escrow shall not affect
any rights and licenses granted to
EscrowTech or a Beneficiary with respect to
Deposit Materials released to (or which
should be released to) the Beneficiary
because of a Release Condition occurring
prior to the date of termination.
18. Establishment of Substitute Escrow. During
the 90 day period under Section 17, Owner
shall establish a substitute escrow of the
Deposit Materials with a third party escrow
agent for the benefit of each Beneficiary.
The substitute escrow must be approved by
the Beneflciary, but such approval will not be
unreasonably withheld or delayed. If
necessary, this matter shall be resolved in
accordance with Section 19. if more than 90
days is needed to establish the substitute
escrow and if EscrowTech receives written
notice from Owner or a Beneficiary of such
need prior to the end of such 90 days, then
the 90 day period under Section 17 shall be
extended as reasonably necessary and the
Escrow shall not terminate until EscrowTech
receives written notice from Owner that the
substitute escrow has been established and
approved. Owner has no obligation to
establish a substitute escrow if all license
Agreements for all Beneficiaries have
terminated or if none of the Beneficiaries
request a substitute escrow within three
weeks after an written inquiry thereof from
Owner to each Beneficiary.
19. Dispute Resolution. In the event of any dispute
between any two or more of the Parties relating to this
Agreement or the Escrow, they shall first seek to settle
the dispute by mutual agreement. If they have not
reached a settlement within one week, then any
disputing Party may thereafter submit the dispute to
arbitration, and if so submitted, such dispute shall be
depository only and is not responsible or liable for the
completeness, accuracy, suitability, state, format,
safety, quality, content, sufficiency, correctness,
genuineness or validity of the Deposit Materials or any
document submitted to EscrowTech or the execution
of the same or the identity, authority, or rights of any
person executing or depositing the same. EscrowTech
is not responsible for any loss of Deposit Materials due
to defective, outdated, or unreliable storage media
(e.g., CD ROMs, magnetic tape, disks, etc.) or for the
degradation of storage media.
Land Management Software
City of Round Rock, TX
of this Agreement. This Section does not apply to any
dispute between two Beneficiaries that does not
include EscrowTech or Owner as a party to such
dispute. The institution of any arbitration proceeding
hereunder shall not relieve any Party of its obligation
to make payments under this Agreement. The decision
by the arbitrator shall be binding and conclusive upon
the Parties, their successors, assigns and trustees and
they shall comply with such decision in good faith, and
each Party hereby submits itself to the Jurisdiction of
the courts of the place where the arbitration is held,
but only for the entry of Judgment or for the
enforcement of the decision of the arbitrator
hereunder. Judgment upon the award may be entered
in any court having jurisdiction.
20. Protection of Deposit Materials. EscrowTech shall
keep the Deposit Materials delivered to it in secure
storage and shall keep the contents thereof
confidential. If any of the Deposit Materials are
damaged, destroyed or lost by fire, theft, accident, or
other mishap or cause, Owner shall promptly submit to
EscrowTech such Updates or replacements as are
necessary to replace the damaged, destroyed or lost
Deposit Materials. There shall be no Excess Update
Fees charged for such Updates or replacements.
21. Indemnification. In the event that EscrowTech takes
any action or inaction at the request or demand of
Owner or a Beneficiary, then the Owner or Beneficiary
making such request or demand shall indemnify and
hold harmless EscrowTech and its directors, officers,
employees, shareholders, and representatives from
and against any and all liabilities, claims, judgments,
damages, losses and expenses, including attorneys'
fees, arising out of or relating to such action or
inaction.
22. Depository Only. EscrowTech acts hereunder as a
LIABILITY TO OWNER AND THE BENEFICIARIES SHALL
NOT EXCEED THE TOTAL FEES PAiD TO ESCROWTECH
UNDER THIS AGREEMENT. IN NO EVENT SHALL
ESCROWTECH BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES OR LOSS OF PROFITS, REVENUES OR
BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
28. Interpretation. The wording used in this Agreement is
the wording chosen by the Parties to express their
mutual Intent, and no rule of strict construction shall
be applied against or in favor of any Party. Section
Page 21
23. Uncertainty. Notwithstanding anything in this
Agreement to the contrary, if EscrowTech is uncertain
as to any duty, obligation, demand, or right,
EscrowTech may hold the Deposit Materials and refrain
from taking any action and wait for a final resolution
under Section 19 or a court order.
24. Reliance. EscrowTech shall not incur any liability in
acting upon any notice, request, waiver, consent,
receipt or other paper or document believed by
EscrowTech to be genuine and to be signed by the
proper party or parties, or in acting upon any
resolution under Section 19 or any court order.
25. Extraordinary Services. In addition to the fees and
charges for the usual services of EscrowTech under
this Agreement (see Section 15 and Exhibit B),
EscrowTech shall be entitled to additional reasonable
compensation should EscrowTech be requested or
required to perform any additional or extraordinary
service; and EscrowTech shall be reimbursed for any
out-of-pocket expenses (including, without limitation,
travel expenses and fees of counsel) reasonably
incurred in connection with such additional or
extraordinary services. Extraordinary services include,
but are not limited to, any involvement of EscrowTech,
at the request or demand of Owner or a Beneficiary, in
any arbitration or litigation between Owner and the
Beneficiary.
26. Disclaimer. ESCROWTECH MAKES NO WARRANTY NOT
EXPRESSLY SET FORTH HEREIN. ANY IMPLIED
WARRANTIES ARE DISCLAIMED AND EXCLUDED BY
ESCROWTECH.
27. Limitation on Liability. FOR ANY AND ALL CLAIMS
AND CAUSES OF ACTION (INCLUDING WITHOUT
LIMITATION BREACH OF CONTRACT, TORT,
MALPRACTICE, ETC.), ESCROWTECH'SAGGREGATE
32. Notices. All notices under thls Agreement shall be in
writing and shall be delivered to the address indicated
for the intended Party at the beginning of this
Agreement or, in the case of a Beneficiary, on
Beneficiary's Registration Form, or to such substitute
address as any Party may designate for itself by proper
notice to the other Parties. It is the responsibility of
each Party to keep the other Parties Informed of its
address and telephone and fax numbers (except that a
Beneficiary is not obligated to keep other Beneficiaries
informed of this information).
33. Modification. This Agreement may only be modified,
Land Management Software
City of Round Rock, TX
headings are for convenience only, and do not limit or
affect the provisions of this Agreement or their
interpretation.
29. Entire Agreement. This Agreement constitutes the
entire agreement of the Parties relating to the Escrow.
This Agreement sets forth all the duties and obligations
of EscrowTech with respect to any and all matters
relating to this Agreement, the Escrow or the Deposit
Materials. EscrowTech has no implied duties or
obligations.
30. Force Majeure. Except for obligations to make
payment, no Party shall be liable for any failure to
perform arising from causes beyond its control,
including, but not limited to, fire, storm, flood,
earthquake, explosion, accident, theft, terrorism, acts
of public enemies, war, insurrection, sabotage, illness,
labor disputes or shortages, product shortages, failure
or delays in transportation, inability to secure
materials, parts or equipment, acts of God, or acts of
any governmental authority or agency thereof.
31. Governing Law. This Agreement, the Escrow and the
relationship of EscrowTech with Owner and each
Beneficiary shall be governed and construed under
and in accordance with the laws of the state of Utah
without regard to conflict of laws principles.
Furthermore, In the event of any litigation or
arbitration between EscrowTech and Owner or
between EscrowTech and any Beneficiary, such
litigation or arbitration shall be conducted exclusively
in Salt Lake City, Utah and the Parties hereby agree
and submit to such jurisdiction and venue.
Page 22
amended or rescinded by a writing signed by all
affected Parties.
34. Assignment. This Agreement may be assigned by a
Party to a successor who acquires substantially all of
such Party's business assets relevant to the subject
matter of this Agreement. The assigning Party shall
give notice thereof to the other affected Parties and
shall deliver to such other affected Parties a copy of
the successor's written agreement to accept or assume
this Agreement.
35. Execution. This Agreement may be executed in any
number of counterparts, each of which shall be
deemed an original, but all of which taken together
shall constitute one and the same instrument. The
persons signing below represent that they are duly
authorized to execute this Agreement for and on
behalf of the Party for whom they are signing.
Land Management Software
City of Round Rock, TX
A. SOFTWARE
Name of "Software":
SOFTWARE ESCROW AGREEMENT (EXHIBITS)
EXHIBIT A
TRAKiT (includes all modules of TRAKIT, including eTRAKIT and MobileTRAK)
B. DEPOSIT MATERIALS
Owner shall deliver to EscrowTech the following "Deposit Materials" to be held in the Escrow:
Source code for the Software and electronic version of documentation.
C. UPDATES
if and as any new version of, update to, or replacement for any Software is released, licensed or provided under a License
Agreement to a Beneficiary, Owner shall update the Deposit Materials by delivering to EscrowTech the corresponding new
version of, update to, or replacement for the Deposit Materials ("Updated Deposit Materials" or "Updates"). Owner shall
keep the Deposit Materials In the Escrow current with the Software licensed or provided by Owner under the License
Agreements. However, Owner shall not be obligated to provide Updates more frequently than two (2) times per contract
year.
EXHIBIT B
Release Fee
(only if release occurs)
Fee Schedule3
$100 per Beneficiary See Section 15 (d)
1 These fees are fixed for the first three years of this Agreement. Thereafter, these fees are subject to reasonable Increase by
EscrowTech upon written notice.
Page 23
Land Management Software
City of Round Rock, TX
SOFTWARE ESCROW AGREEMENT
BENEFICIARY REGISTRATION FORM
Owner: CRW Systems, Inc. Escrow No. 5794 -MB
Beneficiary: City of Round Rock, TX
Carolyn Brooks, Purchaser
221 E. Main Street
Round Rock, TX 78664
Phone: (512) 218-5457
Fax: (512) 218-7028
Email: cmb@round-rock.tx.us
This Beneficiary Registration Form applies to the above -Identified Escrow and the Software Escrow Agreement dated November 21,
2003 to which Owner and EscrowTech International, Inc. ("EscrowTech") are parties (the "Escrow Agreement").
Owner and Beneficiary have entered into one or more other agreements identified below:
AGREEMENT FOR THE INSTALLATION AND USE OF
PERMIT, PLANNING and CODE ENFORCEMENT SOFTWARE
Such agreement(s) (including addendums or amendments thereto, if any) is (are) referred to In the Escrow Agreement as the "License
Agreement."
Beneficiary has received and reviewed a copy of the Escrow Agreement. Beneficiary agrees to the terms and conditions of the Escrow
Agreement and is hereby made a Party thereto. Beneficiary is entitled to the rights and benefits of a "Beneficiary" under the Escrow
Agreement and accepts the obligations of a "Beneficiary" under the Escrow Agreement.
Appendix 1, attached hereto, is part of this Beneficiary Registration Form and describes the Release Condition and Permitted Use
applicable to the Beneficiary under the Escrow Agreement.
Date of this Benefkiary Registration: October 1, 2010
ACCEPTED AND AGREED TO BY BENEFICIARY AND OWNER:
Beneficiary: City of Round Rock, Texas
Owner: CRW Systems, Inc.
Authorized Signature
Authorized Signature
For EscrowTech Only!
Date Received by EscrowTech: EscrowTech Signature:
Page 24
Land Management Software
City of Round Rock, TX
SOFTWARE ESCROW AGREEMENT
BENEFICIARY REGISTRATION FORM
APPENDIX 1
RELEASE CONDITION
The Release Condition shall be deemed to have occurred if any of the following is satisfied:
a. Owner files a petition for protection under the U.S. Bankruptcy Code, or an involuntary petition in bankruptcy is filed
against Owner and is not dismissed within 60 days thereafter.
b. Owner defaults in its obligation to provide maintenance and support services as required by the License Agreement (or any
other contract with Beneficiary), and fails to cure such default within 10 days after receiving written notice of the default
from Beneficiary. The notice must describe the default and state the action which Beneficiary believes is necessary to cure
the default.
c. Beneficiary becomes entitled to a release of the Deposit Materials (Le., source code for the Software) pursuant to the terms
of the License Agreement.
PERMITTED USE OF RELEASED DEPOSIT MATERIALS
In the event that the Deposit Materials are released to Beneficiary, the following shall apply:
a. Beneficiary may only use the Deposit Materials to maintain, modify and enhance the Software. The maintained, modified
and enhanced Software may only be used in accordance with the License Agreement.
b. Beneficiary may not disclose the Deposit Materials to any third party and shall keep the Deposit Materials confidential,
except as provided below.
c. Beneficiary may engage the services of independent contractors (e.g., computer programmers or an outsourced
maintenance service) to assist Beneficiary in exercising its Permitted Use rights. Each such independent contractor must
agree in writing that it/he/she will not disclose or transfer the Deposit Materials to any other person, and will not use the
Deposit Materials for any purpose other than to assist Beneficiary In exercising its Permitted Use rights. These restrictions
shall not limit or negate the rights, if any, of the independent contractor with respect to materials that are similar or
identical to the Deposit Materials and are lawfully received by the Independent contractor from a source other than
Beneficiary (e.g., a maintenance service that receives similar or identical materials from other beneficiaries or licensees).
d. Items a., b. and c. above are subject to such additional rights or limitations as may be set forth in a provision, if any, in the
License Agreement which addresses use of the released Deposit Materials by Beneficiary.
The Permitted Use is a fully paid-up license and may not be revoked, terminated or rejected without Beneficiary's written consent.
This Permitted Use license also includes the right to use and copy the binary, executable and object code versions of the Software
and the maintained, modified and enhanced versions of Software created from or with the Deposit Materials.
Page 25
Land Management Software
City of Round Rock, TX
EXHIBIT
VVI
City of Round Rock
REQUEST FOR PROPOSALS
LAND MANAGEMENT SOFTWARE
PART I
GENERAL INFORMATION
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
1. PURPOSE:
1.1. The City of Round Rock requests proposals from qualified firms capable of providing a Land Management Software
(LMS) solution for the City based on best practice requirements, benchmark standards, and stakeholder input.
2. BACKGROUND:
In 2008-09, the City hired a consultant, Plante & Moran, to review the major information systems and processes throughout
the City and make recommendations based on best practice and current technology. Plante & Moran identified Land
Management as a City business area that could benefit most from the application of an integrated technology solution. The
Land Management Project has been divided into two distinct phases: Land Development and Infrastructure Management.
Each phase will be addressed by separate RFP's. This RFP addresses Phase I — Land Development.
2.1. The requirements listed in this document were developed through a series of workshops and meetings held by the
LMS project team with City employees and members of the development community that participate in the land
development process. Separate workshops and meetings were held for internal (City employees) and external
(development community) stakeholders. External participants included developers, engineers, surveyors, planners,
and several other disciplines that are involved in the land development process.
3. pEFINITIONS: The following definitions will be used for identified terms throughout the specification and proposal
document:
3.1. Agreement— a mutually binding legal document obligating the Vendor to furnish the goods, equipment or services,
and obligating the City to pay for it.
3.2. City — identifies the City of Round Rock, Travis and Williamson Counties, Texas.
3.3. Critical Requirements — mandatory elements of system functionality as identified by the City.
3.4. Deliverables - the goods, products, materials, and/or services to be provided to the City by Proposer if awarded the
agreement.
3.5. Goods - represent materials, supplies, commodities and equipment.
3.6. Land Development System — for the purposes of this RFP, the term refers to a subsection of Land Management.
Specifically, the processes involved in Land Development from the time of annexation through the point at which a
Certificate of Occupancy is issued. This includes the Development, Permitting, Inspections, Planning, Annexation,
Zoning, Platting, and Code Enforcement processes.
3.7. Land Management System — for the purposes of this RFP, the term refers to a software system covering
Development, Permitting, Inspections, Planning (Zoning, Annexation, Platting, etc),Code Enforcement, CRM, Land
Asset Management, and Work Order Processes.
3.8. Preferred Features and Functionality - features and/or functionality that may present desirable enhancements to the
planned project.
3.9. Proposal - complete, properly signed response to a Solicitation that if accepted, would bind the Proposer to perform
the resulting agreement.
3.10. Proposer - identifies persons and entities that submit a proposal.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
3.11. Purchase Order - an order placed by the Purchasing Office for the purchase of Goods or Services written on the
City's standard Purchase Order form and which, when accepted by the Proposer, becomes an agreement. The
Purchase Order is the Proposer's authority to deliver and invoice the City for Goods or Services specified, and the
City's commitment to accept the Goods or Services for an agreed upon price.
3.12. Services - work performed to meet a demand. The furnishing of labor, time, or effort by the vendor and their ability
to comply with promised delivery dates, specification and technical assistance specified.
3.13. Subcontractor - any person or business enterprise providing goods, labor, and/or services to a Vendor if such goods,
equipment, labor, and/or services are procured or used in fulfillment of the Vendor's obligations arising from an
agreement with the City.
3.14. Vendor (sometimes referred to as Contractor] - a person or business enterprise providing goods, equipment, labor
and/or services to the City as fulfilltnent of obligations arising from an agreement or purchase order.
4. CONFLICT OF INTEREST
4.1. Effective March 1, 2006, Chapter 176 of the Texas Local Government Code (House Bill 914) requires that any
vendor or person considering doing business with a local government entity disclose the vendor or person's
affiliation or business relationship that might cause a conflict of interest with a local government entity. The
Conflict of Interest Questionnaire form is available from the Texas Ethics Commission at www.ethies.state.tx.us.
Completed Conflict of Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing
a completed form, please snail to:
City of Round Rock
City Secretary
221 East Main Street
Round Rock, Texas 78664-5299
4.2. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically result in
the disqualification of the vendor's proposal.
5. CITY CONTACT: All responses for Request for Proposals (RFP), as well as any questions, clarifications or requests for
general information are to be directed to:
Randy Barker
Purchasing Supervisor
221 East Main Street
Round Rock, TX 78664-5299
Telephone (512) 218-3295
Fax (512) 218-7028
rbarker(li round-rock.txars
5.1. The individual above may be contacted for clarification of the specifications of this Request for Proposals only. No
authority is intended or implied that specifications may be amended or alternates accepted prior to closing date
without written approval of the City. Under no circumstances will private meetings be scheduled between Proposer
and City stall.
6. EX PARTE COMMUNICATION:
6.1. Please note that to insure the proper and fair evaluation of a proposal, the City prohibits ex parte communication
(e.g., unsolicited) initiated by the Proposer to a City Official or Employee evaluating or considering the proposals
prior to the time a formal decision has been made. Questions and other communication from vendors will be
permissible until 5:00 pm on the day specified as the deadline for questions. Any communication between Proposer
and the City after the deadline for questions will be initiated by the appropriate City Official or Employee in order to
obtain information or clarification needed to develop a proper and accurate evaluation of the proposal. Ex parte
communication may be grounds for disqualifying the offending Proposer from consideration or award of the
solicitation then in evaluation, or any future solicitation.
Page 2 of 16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
7. PROPOSAL SCHEDULE:
7.1. It is the City's intention to comply with the following proposal timeline:
7.1.1. Request for Proposals released March 13, 2010
7.1.2. Pre -Proposal Conference Call March 24, 2010
7.1.3. Deadline for questions April 2, 2010
7.1.4. City response to all questionsladdendums April 9, 2010
7.1.5. Responses to RFP due by 3:00 p.m. CDT April 16, 2010
NOTE: These dates represent a tentative schedule of events. The City reserves the right to modify these dates at
any time, with appropriate notice to prospective Proposer.
7.2. Ali questions regarding the RFP shall be submitted in writing (either electronically, fax, or regular mail) by 5:00 pm
CDT on April 2, 2010 to above named City Contact. All interested firms will be provided with a copy of the
questions submitted and the City's response. Questions shall be submitted to the contact named above.
8. PRE -PROPOSAL CONFERENCE CALL:
8.1 The City will conduct a Pre -Proposal Conference Call for all interested Proposers to familiarize them with the
requested services and to give all potential Proposers an opportunity to ask questions they may have concerning this
service. Proposers desiring to participate in the Pre -Proposal Conference Call shall furnish an email address to the
above named City Contact no later than 5:00 p.ni. CDT, March 22, 2010. Participants will be notified by email
with access instructions prior to the event. A summary of the Pre -Proposal Conference Call will be sent to all known
interested vendors and posted on the City website www.roundrocktexas.gov/bids as soon as possible after the event.
Date:
Time:
Wednesday, March 24, 2010
2:30 — 4:00 p.m., CDT
9. RROPOSAL DUE DATE:
9.1. Sealed proposals are due no later than 3:00 p.m. CDT, Aprll 16, 2010 to the office of the Purchasing Department.
Mail or carry sealed proposals to:
City of Round Rock
Attn: Randy Barker
221 East Main Street
Round Rock, Texas 78664-5299
9.2. Proposals received after this time and date will not be considered.
9.3. Sealed proposals shall be clearly marked "DO NOT OPEN — RFP 10-018 Land Management Software".
9.4. Facsimile or electronically transmitted proposals are not acceptable.
9.5. Each proposal and each proposal variation shall be submitted in one (1) original and three (3) copies.
10. PROPOSAL SUBMISSION REOUIREMENTS: Interested and qualified firms or teams shall:
10.1. Submit one (1) original and three (3) copies of materials that demonstrate their experience in performing projects of
this scale and complexity.
10.1.1. Additionally, the City requests inclusion of an electronic copy of the proposal in PDF format identical to
original submittal. Electronic copy is preferred in CD/DVD media.
10.2. Proposal Format - To assist in a consistent and thorough evacuation of submittal content, all proposals shall include
sectional information identified and sequenced in the following format:
10.2.1. Understanding of Scope of Work and Phase I components
10.2.2. Project Management Plan
10.2.2.1.1. Project timeline outlining the steps the firm would take in the implementation of the project.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
10.2.2.1.2. A representative list of projects of a scale and complexity similar to the project being
considered by the City. The fist shall include the project location, client, services provided by
your firm for the project, term of sponsorship and an owner contact name.
10.2.2.2. Project Team
10.2.2.2.1. Identification of the firm/team responding to the RFP to include a brief summary
of team member experiences.
10.2.2.2.2. A summary demonstrating the finn's/team's qualifications to satisfy all the
technical areas identified in the specification.
10.2.23. Subcontractors: Identify any subcontractors to be used for this project. Experience,
qualifications and references of the subcontractors shall be submitted. The City reserves the
right to approve or disapprove all subcontractors prior to any work being performed.
10.2.3. Functional Requirements as per specification
10.2.4. Technical Proposal
10.2.4.1. Proposed integration with existing GIS
10.2.5. Cost Proposal
10.2.6. Testing
10.2.7. Training
10.2.8. Post -Implementation Support
10.2.9. Phase I1 information if applicable or available
10.2.10. References: Provide the name, address, telephone number and point of contact of at least three clients that
have utilized the same or similar product and services within the last 3 years. References may be checked
prior to award. Any negative responses received may result in disqualification from consideration for
award. Failure to include references with submittal may result in disqualification from
consideration for award.
11. )PROPOSER PROFILE
11.1. Provide the following information about your firm:
11.1.1. Firm name and business address, including telephone number.
11.1.2. Year established (include former firm names and year established, if applicable).
11.1.3. The number of installations your company has dealt with involving the proposed software solution.
11.1.4. Office locations (relative to this project).
11.1.5. Number of current contracts and contract amounts.
11.1.6. Current limits of professional liability insurance.
12. STAFFING:
12.1. Project Organization
12.1.1. Vendor shall describe project organization for planning, implementation, and post -implementation
operations.
12.1.2. Vendor shall include organizational structure resources available, including number of staff and locations.
12.2. Key Personnel
12.2.1. Project manager's name, mailing address, email address, telephone number, and resume. The project
manager shall have the responsibility and authority to act on behalf of the firm in matters relating to the
proposed project.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
12.2.2. Proposer shall include the names and resumes for all key personnel who will be involved in this project.
Each member of the project team shalt be described in terms of position in the firm and on the project
team, relevant projects the person has worked on in the past and their particular responsibilities for this
project, along with their resumes. Describe the GIS experience of key team members that will be
responsible for integrating the LMS with GIS.
12.3. Change of Project Personnel
12.3.1. Any change of assignment or responsibility for employees identified as key personnel in this project are
subject to prior notification and approval by the City.
13. ASSURANCES. ERRORS. AND OMISSIONS:
13.1. A brief statement providing assurances that the Proposer shall be cognizant of, comply with and enforce all
applicable Federal, State and Local statutes and ordinances and a description of the proponent's methodology for
handling errors and omissions in the project management and implementation as part of this project.
14. CONFIDENTIALITY OF PROPOSAL CONTENT:
14.1. All proposals submitted in response to this RFP shall be held confidential until an agreement is awarded. Following
the agreement award, proposals are subject to release as public information unless the proposal or specific parts of
the proposal can be shown to be exempt from the Texas Public Information Act. Proposers are advised to consult
with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or
any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on
behalf of potential Proposers.
14.2. If a Proposer believes that a proposal or parts of a proposal are confidential, then the Proposer shall so specify. The
Proposer shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the proposal, which the
Proposer believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All
proposals and parts of proposals that are not marked as confidential will be automatically considered public
information after the agreement is awarded.
15. CLARIFICATION OF PROPOSALS:
15.1. The City reserves the right to request clarification or additional information specific to any proposal after all
proposals have been received.
16. EVALUATION CRITERIA: All proposals received shall be evaluated based on the best value for the City by considering
all or part of the criteria listed below, as well as any relevant criteria specifically listed in the solicitation:
16.1. Price;
16.2. Long-term cost to the City to acquire Proposer's goods and services;
16.3. The extent to which the goods or services meet the City's needs;
16.4. Completeness, technical competence and clarity of the proposal;
16.5. Project process and outline;
16.6. Compliance with requested form and information;
16.7. Reputation of the Proposer and the Proposer's services;
16.8. Technical expertise;
16.9. Client list/sponsor reference and experience;
16.10. Proposer's past relationship with the City. All vendors will be evaluated on their past performance and prior
dealings with the City to include, but not limited to, failure to meet specifications, poor quality, poor workmanship,
late delivery.
Page 5 of 16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
17. EVALUATION PROCESS:
17.1. A committee comprised of City Staff and others as appropriate will review the responses to the RFP and may
develop a short list of firms/teams.
17.2. Interviews and/or demonstrations may be conducted with any responding firms/teams to discuss their qualifications,
resources, and availability to provide the services requested.
17.2.1. Upon completion of the evaluation, the selection committee may recommend a firm/team for the project
identified.
17.2.2. An agreement with the recommended firm/team for the project will then be negotiated. This process will
be completed with the City Council's authorization to the Mayor for the execution of the agreement or the
execution of the agreement by the City Manager.
173. The City will not provide compensation or defray any cost incurred by any firm related to the response to this
request. The City reserves the right to negotiate with any and all persons or firths. The City also reserves the right
to reject any or all proposals, or to accept any proposal deemed most advantageous, or to waive any irregularities or
informalities in the proposal received, and to revise the process and/or schedule as circumstances require.
PART II
GENERAL TERMS AND CONDITIONS
1. AGREEMENT:
1.1. The teen of the Agreement resulting from the solicitation shall be until full and satisfactory completion of the work
specified herein is achieved.
1.2. The Agreetnent shall remain in full force and effect unless and until it expires by operation of the term negotiated
between the City and Vendor during the contractual process or until terminated or extended as provided.
1.3. The City Manager reserves the right to:
1.3.1. Review the following at the end of each twelve-month review period or renewal:
1.3.1.1. Vendor performance;
1.3.1.2. Price;
1.3.1.3. Continuing need;
1.3.1.4. Advancements in technologies and/or service;
1.3.1.5. Funding as appropriated by governing body.
1.3.2. The City may terminate the Agreement with or without cause or may continue through the next twelve-
month review or renewal period.
1.3.3. Proposer shall include expected Agreement term relative to cost elements in proposal.
2. ?RICE: The agreement price shall be firm for the duration of the agreement or extension periods.
2.1. In the event of anticipated cost increase, vendor may submit request to City in written format at least 30 days prior
to effective increase. Such requests shall include documentation of increased costs contributing to request.
2.1.1. The City reserves right of final approval of submitted cost increases. If approved, vendor will be notified
in written format by City representative.
2.2. No separate line item charges shall be permitted for either proposal or invoice purposes, which shall include
equipment rental, demurrage, costs associated with obtaining permits or any other extraneous charges.
3. INTERLOCAL, COOPERATIVE CONTRACTING: Other govemmental entities within the State of Texas may be extended
the opportunity to purchase off of the City's solicitation, with the consent and agreement of the successful vendor(s) and the City.
Such consent and agreement shall be conclusively inferred from tack of exception to this clause in vendor's response. However,
Page 6 of 16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
all parties indicate their understanding and all parties hereby expressly agree that the City is not an agent of, partner to, or
representative of those outside agencies or entities and that the City is not obligated or liable for any action or debts that may arise
out of such independently -negotiated "piggyback" procurements.
4. INDEMNIFICATION: The successful Proposer shall indemnify, save harmless and exempt the City, its officers, agents,
servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs,
expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this quote and arising out
of a willful or negligent act or omission of the successful Proposer, its officers, agents, servants, and employees; provided,
however, that the successful Proposer shall not be liable for any suits, actions, legal proceedings, claims, demands, damages,
costs, expenses and attorney fees arising out of a willful or negligent act or omission of the City, its officers, agents, servants
and employees, or third parties.
5. INSURANCE: The successful Proposer shall meet or exceed ALL insurance requirements set forth by the City as identified
in Attachment A to the specifications. Any additional insurance requirements of participating or cooperative parties will be
included as subsequent Attachments and shall require mandatory compliance.
6. VENUE: The agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue shall
be in the applicable court, Williamson County, Texas.
7. DISCLOSURE OF LITIGATION;
7.1. Each Proposer shall include in its proposal a complete disclosure of any civil or criminal litigation or investigation
pending which involves the Proposer or in which the Proposer has been judged guilty.
8. RIGHT TO REPRODUCE DOCUMENTATION AND OTHER INFORMATION:
8.1. The City shall have the right to reproduce any and all manuals, documentation, software or other information stored
on electronic media supplied pursuant to the agreement at no additional cost to the City, regardless of whether the
same be copyrighted or otherwise restricted as proprietary information; provided, however, that such reproductions
shall be subject to the same restrictions on use and disclosure as are set forth in the agreement.
8.2. The Awarded Proposer agrees to execute any non-exclusive copyright assignments or reproduction authorizations
that may be necessary for the City to utilize the rights granted in this subparagraph.
9. INDEPENDENT CONTRACTOR:
9.1. It is understood and agreed that the Contractor shall not be considered an employee of the City.
9.2. The Contractor shall not be within protection or coverage of the City's Worker Compensation insurance, Health
Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect.
PART III
SPECIFICATIONS
1. SCOPE OF WORK:
1.1. The City of Round Rock Land Management System (LMS) Project Phase I will evaluate, select and implement an
automated system to help the City manage the process of land annexation, zoning, platting, site development,
permitting, inspections, and code enforcement. The proposed system will track the land management activities,
assist with a structured workflow, and record significant milestones and documentation.
1.2. The proposed scope of the project includes:
1.2.1. Project planning and management;
1.2.2. Land Development process review and any module customizations;
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
1.2.3. Software installation and implementation to include mobile technologies as required for field personnel
1.2.4. Providing report development and customizations;
1.2.5. Conduct Beta Testing before delivery;
1.2.6. Providing knowledge transfer to the City's functional and technical Subject Matter Experts (SMEs);
1.2.7. Providing post -implementation support;
1.2.8. Vendor shall provide data migration and conversion of existing Excel spreadsheets, Access databases, SQL
databases, Word documents, and paper documents.
1.2.8.1. The amount of data to be converted by the City is undetermined at release of the RFP.
Selected vendor shall provide cost options in proposal for data conversion. The City will
determine extent of desired data to be migrated through consultation with selected vendor.
1.3. The City recognizes that multiple options exist to meeting the project scope. Please outline in detail all options you
can provide and indicate your preferred solution. Possible solutions include but are not limited to:
1.3.1. City hosts hardware and software;
1.3.1.1. Virtual environment using VMWare
1,3.1.2. Physical server environment
1.3.2. Vendor hosts hardware and software.
1.4. Proposers are encouraged to provide alternatives and options in their proposals that may create operational
efficiencies, cost savings, or service improvements for the City.
1.4.1. All alternatives and options may be considered;
1.4.2. Alternative pricing shall also be included.
2. PHASE I:
2.1. Phase 1 is intended to include selection, procurement and implementation of software to support the following
business functions. Cost estimates for this RFP will be based on Phase I functionality only:
2.1.1. Land Annexation
2.1.2. Zoning
2.1.3. Site Development
2.1.4. Permitting
2.1.5. Platting
2.1.6. Inspections
2.1.7. Code Enforcement
3. PHASE II:
3.1. Phase II will be conducted as a separate project and is intended to include selection, procurement and
implementation of software to support the following business functions. Detailed proposals for this phase will be
addressed in a separate Phase II RFP. Vendors are encouraged to submit with their Phase I proposal any relevant
information and pricing structure on the following modules which may be considered as value added elements in the
evaluation:
3.1.1. Asset Management
3.1.1. Customer Relations Management (CRM)
3.1.2. Work Orders
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
4. OPERATING ENVIRONMENT:
4.1. Current Environment
4.1.1. Software
4.1.1.1. Windows Server 2008
4.1.1.2. Microsoft Exchange Server 2k7
4.1.1.3. Client Operating System XP or higher
4.1.1.4. McAfee 8.5i or 8.7i
4.1.1.5. SQL Server 2005 or higher
4.1.1.6. ESRI Arc GIS/Arc SDE/ ARC Server 9.3.1 or higher
4.1.1.7. Microsoft Office 2003 or higher
4.1.2. Hardware
4.1.2.1. Combination of Physical Server environment and VMWare Clustered Host with High
Availability (HA) and Dynamic Resource Scheduling (DRS). Each host has 2 quad core
processors and 32 GB of Memory, 6 Network Interface Connectors (NICs) and a Host Bus
Adapter (HBA) connection to a Compellent Storage Array Network (SAN. Preference is for a
virtual environment
5. SYSTEM FUNCTIONAL REQUIREMENTS
5.1. Proposers shall outline in detail how or if the proposed system satisfies the following requirements. This is the
Vendor's opportunity to explain their approach to the City's requirements as described in the RFP. Careful
consideration will be given to each separate response to gauge the Vendor's grasp of the unique needs of the City.
5.1.1. Critical Requirements — Proposers shall address all identified mandatory elements in response to the
RFP.
5.1.2. Preferred Features and Functionality - The City has determined features and/or functionality that may
present desirable enhancements to the planned project. Proposers are encouraged to address the approach
offered by their solution in the response.
5.2. Tracking
5.2.1. Critical Requirements
5.2.1.1. Parcel Based Tracking (with project cross reference)
5.2.1.1.1. Examples: The ability to track the history of a parcel across multiple development
projects or identify a development project despite numerous re -plats.
5.2.1.2. Applications Under Review— Status from All Departments & Review Agencies from Pre -
submittal Requirements (e.g., approved TIA) through Plat Recordation
5.2.1.3. Shared input and viewing of comments
5.2.1.4. Archive of All Activities on a Parcel (e.g., Notes from Pre -Development Meetings, Previous
Zoning Status, Development Agreements, PUDs, Building Permit, etc.)
5.2.1.5. Ability to link multiple permits, cases, plans, etc. to a single master project
5.2.1.6. Ability to link multiple projects to a single parcel
5.2.1.7. Ability to imbed a hyperlink in user comments
5.2.1.8. Ability to reference documents associated with a project and/or location
5.2.2. Preferred Features and Functionality
5.2.2.1. Pull Down/Check Menu of Standard Templates for Review Comments (editable) that cites
code reference and ideally is connected to Municode
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Specification No. 10-208-53
DATE: March 2010
5.3. Workflow
5.3.1. Critical Requirements:
5.3.1.1. Ability to create workflows (including functionality) for:
5.3.1.2. Triggers (i.e., next step cannot happens until previous step completed and/or rule that when A
happens, B must happen)
5.3.1.3. Deadline/Expiration alerts
5.3.1.4. Project Status
5.3.1.5. Tickler/Reminder alerts
5.3.1.6. Any email/calendaring functionality shall be compatible with Microsoft Exchange
5.3.2. 'referred Features and Functionality:
5.3.2.1. Ability to work with Microsoft Exchange Server and configure calendaring functions to plan,
schedule and track work activities
5.3.2.2. Per Review Cycle (Deadlines & Due Dates — Tracking Activities) Needs to be flexible and
allow date modifications.
5.3.2.3. Workflows can be tied to City adopted calendars
5.3.2.4. Ability to include entities outside of our network in system workflows
5.4. Online Public Interface
5.4.1. Critical Requirements:
5.4.1.1. Public Interface
5.4.1.2. Ability to designate varying levels of access control for public (i.e. developer /general public)
5.4.1.3. Ability for developer to access Project status and reviewer comments
5.4.1.4. Ability to digitally submit documents /plans tied to an application, project, land etc.
5.4.1.5. Ability to submit applications online
5.4.1.6. Ability to submit payments online
5.4.2. Preferred Features and Functionality:
5.4.2.1. Ability for public to generate reports from Public Interface
5.4.2.2. Ability to schedule inspections online
5.5. Reporting
5.5.1. Critical Requirements:
5.5.1.1. Ad-hoc and standard reports
5.5.1.2. Field based querying capabilities
5.5.1.3. Metrics based internal reporting (i.e. how long a particular process took in individual instances
and on average)
5.5.2. Preferred Features and Functionality:
5.5.2.1. Ability for public to generate select reports from Public hnterface
5.6. Document Management and Correspondence
5.6.1. Critical Requirements:
5.6.1.1. Ability to generate standard letters / memos
5.6.1.2. Archive of ALL documents related to a property (from council -approved items such as PID,
annexation and consent agreements or zoning ordinances, to purely supportive materials such
as deeds, associated easements, drainage studies, or correspondence from the applicant)
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Specification No. 10-208-53
DATE: March 2010
5.6.1.3. Ability to attach indexed photos and documents to record
5.6.2. Preferred Features and Functionality:
5.6.2.1. Method to record/manage certified mail receipts when returned
5.7. Payments
5.7.1. Critical Requirements:
5.7.1.1. Ability to accept online payments
5.7.1.2. Ability to interface/integrate with existing City Financial System (PeopleSoft 9i)
5.7.2. Preferred Features and Functionality:
5.7.2.1. Ability to schedule when a payment is processed
5.7.2.2. Ability to accept multiple fee types to be applied to different applications/permits/inspections
in one transaction
5.7.2.3. Ability to define fee calculations based on a variety of parameters
5.7.2.4. Able to change calculations on an as needed basis
5.7.2.5. Ability for end user to access project record and determine outstanding fees and when they are
due
5.7.2.6. Ability to issue and track invoices\payments
5.7.2.7. Ability to issue an electronic receipt when fee is received
5.7.2.8. Ability to write comments on receipt
5.7.2.9. Ability to print receipts
5.7.2.10. Ability to convert check payment to ACH
5.7.2.11. Ability to link payment type and amount to project records
5.7.2.12. Ability to upload documents along with payment
5.7.2.13. Ability to tie in appropriate ordinance to fee type
5.7.2.14. Ability to enforce fee payment as mandatory within workflow processes
5.7.2.15. Ability to track performance bonds
5.7.2.16. Ability to hold payment processing for a pre determined period of time — scheduled payments
5.8. Technical
5.8.1. Critical Requirements:
5.8.1.1. SQL Server 2005 or higher (if hosted internally by the City)
5.8.1.2. Microsoft Windows Based (if hosted internally by the City)
5.8.1.3. Shall integrate with a versioned ESRI ArcSDE database
5.8.1.4. Public interface shall be Platform independent — IE , Mozilla, Firefox, Safari
5.8.2. Preferred Features and Functionality:
5.8.2.1. Ability to run in a virtualized (VMWare) environment
5.8.2.2. Interface/Integration with industry standard Document Management Systems
5.8.2.3. Interface/lntegration with Firehouse
5.8.2.4. Interface/Integration with Pcoplesoft 9i
5.8.2.5. Integrate with Active Directory
5.8.2.6. "On -the -fly" backup capabilities (no downtime)
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
5.8.2.7. Easy Password maintenance
5.9. Security
5.9.1. Critical Requirements:
5.9.1.1. Ability to define and assign user roles
5.10. Miscellaneous
5.10.1. Critical Requirements:
5.10.1.1. Ability to have complete mobile access
5.10.2. Preferred Features and Functionality:
5.10.2.1. Real-time mobile access
6. PROJECT MANAGEMENT:
6.1. The selected Vendor shall provide a project manager for the duration of the project. The duties of the project
manager include general administrative duties associated with the Project Management Body of Knowledge
(PMBOK) methodology. The project manager shall work closely with the designated City Project Managers to
develop a , project plan, statement of work, detailed work breakdown structure, task durations and dependencies
matrix and risk management plan.
6.1.1. Project reports: Prepare and submit weekly progress reports to the City. Progress reports shall briefly
summarize progress of work tasks, key decisions which require input from or discussion with the City
staff, project adherence to schedule, and a list of problems or unresolved issues. Vendor staff shall
maintain an issues list, identifying the issue, date it was known as an issue, person responsible for
solution, date solution required, and date solution implemented.
6.1.2. Meetings and presentations: Participate in meetings with City staff including an initial meeting,
monthly progress meetings (at a minimum), and follow up meetings as required.
6.1.3. Utilization of all features of the system: Vendor shall recommend Best Practices in utilization of system
features as well as ways to streamline any process using the software. Based upon recommendations, the
City will decide whether to proceed with the recommendations. The Project Manager shall include
recommended changes into the project scope.
7. PROJECT PLANNING ACTIVITIES:
7.1. Project Planning and Organization
7.1.1. Selected Vendor shall work with City Project Managers to establish a framework to ensure success. The
following activities shall be performed:
7.1.1.1. Provide a Project Implementation Plan showing key milestones that support a critical Go -Live
date.
7.1.1.2. Complete and refine the project management materials, including the project implementation
plan, staffing plan, and other transition plans.
7.1.1.3. Clarify basic project structure, to include expected roles and responsibilities for both the
Vendor and the City.
7.1.1.4. Conduct kickoff meeting to brief team members on their expected roles. Vendor shall provide
City staff with a detailed project schedule prior to conclusion of the second week of Planning
Phase that indicates required levels of participation to facilitate involvement of key resources.
7.1.1.5. Meet with the City's Project Managers, Project Team and/or other management stakeholders to
brief them on the project objectives and strategy.
7.1.1.6. Confirm all technical assumptions and determine the key technical architecture prior to
reviewing functional requirements.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
7.2. Land Development Process Review
7.2.1. The City has high level business process documentation and detailed functional requirements. The
business process review will take place immediately after the project implementation plan is in place.
7.2.2. During the business process review, Vendor shall lead the project team in the following activities:
7.2.2.1. Review of existing documentation;
7.2.2.2. Review and recommend new functionality and customizations that may enhance business
processes.;
7.2.2.3. Identify potential functionality and process gaps
7.3. To Be Scenarios
7.3.1. Vendor shall lead the project team in developing and running iterative scenarios of Land Development
workflows on the new system. From this activity, the Vendor team shall document any new "to be"
processes, and make note of any additional functionality gaps that emerge. The Vendor team shall then
conduct another review of the identified gaps, and the City will determine if workflow modification or
system customization is warranted.
7.4. Knowledge Transfer and Change Management
7.4.1. Vendor shall assist the City in adapting to the cultural, procedural, and technology changes by beginning
knowledge transfer from start date. The Change Management Plan is a deliverable that includes the
following information:
7.4.1.1. List of individuals affected by change (stakeholders);
7.4.1.2. List of changes these individuals will undergo to support new processes, and any gaps they
have in undertaking the Land Development transformation; and
7.4.1.3. A plan to target how to fill gaps, through knowledge transfer, training, communications, , etc.
8. TECHNICAL PROPOSAL:
8.1. The technical proposal shall describe the proposed operating environment: (i.e. virtual vs. physical, hosted vs. in
house, etc.) If the proposed environment is to be maintained by the City, describe in detail the technical
environment configuration including; operating system, required storage and server capacities, processor and RAM
requirements, supporting software and integration, if any, with document management or scheduling software.
8.2. The technical proposal shall describe in detail how the proposed software solution will integrate with the City's GIS.
8.3. Proposal shall include detailed explanation of licensing structure.
9. COST PROPOSAL:
9.1. The cost proposal shall be identified in summary page(s) or section of the proposal for clear identification.
9.2. The cost proposal shall include an official offer to undertake the proposed work at the quoted price and a detailed
explanation of the quoted price which shall include a cost break down by each module or deliverable.
9.3. The cost shall include an estimate of the number of hours to be spent by the Proposer on the project, an estimate of
miscellaneous expenses such as telephone costs and travel expenses, and a proposed project schedule.
9.4. The official offer shall include a commitment to perform all financial responsibilities relative to the performance of
the proposed contract including submitting all invoices and accounting for all funds.
10. TESTING:
10.1. During this phase, the business process scenarios developed in the Land Development process review are used again
for comprehensive system testing. The Vendor's functional analyst shall coordinate the testing process with the City,
but the entire project team will be involved in this activity.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
10.2. The Vendor, with City assistance, shall develop test scripts based on best practices and functionality requirements of
the City. A set of the test scripts shall become the property of the City. Detailed testing results shall be reported to
the City.
10.3. When system testing is complete and the results verified, Vendor shall initiate the final round of acceptance testing
prior to moving over to production. The endpoint of this final round of testing is acceptance of the system by the
City. When this has been accomplished, Vendor shall begin full implementation. Implementation shall be
coordinated with City staff to minimize disruption to ongoing development activities.
11. TRAINING AND POST IMPLEMENTATION SUPPORT:
11.I. The selected Vendor shall provide training as follows:
11.1.1. Vendor shall train City employees who inay be required to use the software, all training classes shall be
conducted onsite at the City of Round Rock:
11.1.1.1. If system is hosted by the City, IT staff shall be trained on administration and maintenance.
11.1.1.2. Vendor shall provide examples of training provided for previous similar projects.
11.1.1.3. Vendor shall outline in detail all post implementation support and maintenance agreement
options.
12. PROJECT ASSUMPTIONS:
12.1. The following assumptions apply to the scope, execution, and deliverables for this project:
12.1.1. The City will share project management responsibilities with Vendor and jointly manage the tasks
according to the detailed project implementation plans. The City will identify the internal project
management team that will work with the Vendor to achieve the objectives of this project, to include but
not limited to:
12.1.1.1. Make key decisions regarding the overall direction of the project, including but not limited to
decisions concerning system design; controls and system procedures to be implemented;
project scope and timetable;
12.1.1.2. Provide guidance and ongoing support to the teams;
12.1.1.3. Participate in regular project leadership and team meetings;
12.1.1.4. Assess and manage project risk;
12.1.1.5. Resolve escalated issues;
12.1.1.6. Assess the impact of proposed changes in scope and snake final decision on change requests;
and
12.1.1.7. Facilitate availability of proper resources to achieve implementation capabilities.
12.1.2. Management involvement: The City has identified an executive level Steering Committee that will be
actively involved in the project. They will participate in all significant decisions affecting the project,
and, where appropriate, ensure that resources are available to complete necessary tasks
12.1.3. Resource commitment: The City will have fulltime and part-time resources (the City Project Managers,
network administrators, GIS Specialists and business users) available as required. In order to support the
new systems after implementation, the City will designate team leads/super users as needed that will
participate throughout the initiative.
12.1.4. Hardware/software installation: Vendor (with assistance from the City) shall be responsible for
software installation and configuration, mobile device recommendations, installation and configuration..
The City (with assistance from the Vendor) wilt be responsible for physical infrastructure tasks including
set-up of any new hardware, connectivity to the user desktops, cabling and configuration of user
workstations.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
12.1.5. Help Desk: The City will provide a central point -of -contact responsible for all Help Desk issues during
the testing and post go -live support phase of the project in order to centrally control issues. Vendor shall
utilize the City's internal Help Desk.
12.1.6. Data protection:
12.1.6.1. Proposer acknowledges that the City and/or its affiliates:
12.1.6.1.1. Are the controller(s) of any City, affiliate, or third party data or databases
accessed and/or processed by Vendor in the course of perfonning the Services,
including, but not limited to, data relating to individuals (the "Data"); and
12.1.6.1.2. Will be solely responsible to third parties for such Data, including, but not
limited to, the individuals to whom the Data relate and City and affiliate
personnel.
12.1.6.2. The City represents and warrants to Proposer that all Data processing and
transfers between the City, its affiliates and selected Vendor will be conducted in
full compliance with any laws or regulations applicable to the protection of data.
12.1.6.3. It is further acknowledged that the City and its affiliates are solely responsible
for providing Vendor with directions and instructions relating to any laws or
regulations applicable to the protection of data, upon which directions and
instructions Vendor shall rely exclusively when accessing and processing Data in
performing the Services.
12.1.6.4. In addition, the City shall be solely responsible for determining the existence of,
and complying with, any laws or regulations applicable to the protection of data
as they may apply to Vendor deliverables.
12.1.7. Process redesign: The project shall utilize industry best practices for process redesign. In essence, much
of what is currently best practice will become the base specification for the new Land Development
system.
12.1.8. Issue resolution: Timely resolution of project issues shall be a critical success factor given the project
timeframe. Selected Vendor and the City will work together to identify, document and resolve any
potential functional, technical or other project related issues. The City will snake final decisions regarding
outstanding project issues in no more than five business days.
12.1.9. Material business changes: No City acquisitions, mergers or reorganizations will occur during the
project other than what is discussed with the project planning team The City does not foresee changes in
their core business, significant deviation from current markets serviced, production or distribution patterns
that may impact the validity or appropriateness of the project estimates.
12.1.10. Access to management and staff: The project team will have timely access to all appropriate City
management and staff personnel (both functional and technical) on an as -needed basis.
12.1.11. User training: The City will provide baseline computer training (e.g., Windows, Excel, etc.) prior to the
rollout of the Land Development System to all employees who will utilize the system and who lack
proficiency in these areas. Vendor is not responsible for delivery of such training.
12.1.12. Hardware acquisition and installation: There will be no delays in the availability of hardware and
software necessary to perform installation and upgrade.
12.1.13. Access to facilities: Vendor project personnel will have reasonable access to City facilities during both
normal business hours and outside normal business hours, as the project requires.
12.1.14. Change request process: Any scope changes shall be documented through a change order process and
signed by both Vendor and City. Additional work shall not be performed in advance without authorization
from the City.
12.1.15. Service Packs, Bundles and Patches: The City will provide for the installation of all service packs,
required bundles, and patches for related or supporting software to meet needs of the proposed software as
long as they fall within the bounds of the approved IT architecture.
12.1.16. Production Support: Proposer shall provide production support following the Go -live period over a two-
week period. Should the City require additional support, Vendor shall provide additional services at the
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
bill rate identified in proposal. The support shall be by telephone or onsite as needed, and can be used for
the following issues:
12.1.16.1. Technical Errors;
12.1.16.2. Questions regarding the tools set for building the interfaces and customizations;
12.1.16.3. Hardware and Performance Issues;
12.1.16.4. Connectivity; and/or
12.1.16.5. Patches and fixes.
PART IV
INVOICE AND PAYMENT
1. ACCEPTANCE: City will determine successful completion of deliverables as specified. Vendor will be notified if service
provided is not in full compliance with the project scope for corrective action. if any service is canceled for non-acceptance,
the needed service may be procured elsewhere and Vendor may be charged full increase, if any, in cost.
2. INVOICING:
2.1. Vendor shall submit one original and two copies of each invoice referencing the assigned Purchase Order nutnber to
the following address:
City of Round Rock
Attn: Accounts Payable
221 East Main Street
Round Rock, TX 78664-5299
3. PROMPT PAYMENT POLICY:
3.1. Payments will be made within thirty days after the City receives the supplies, materials, equipment, or the day on
which the performance of services was completed, or the day on which the City receives a correct invoice for the
service, whichever is later. The Contractor may charge a late fee (fee shall not be greater than that which is
permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this
policy does not apply to payments made by the City in the event:
11.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services
or equipment delivered or the services performed that causes the payment to be late; or
3.1.2. The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely
payment with Federal Funds; or
3.1.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its
suppliers concerning supplies, material, or equipment delivered or the services performed which caused
the payment to be late; or
3.1.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or
agreement or other such contractual agreement.
4. OVERCHARGES:
4.1. Contractor hereby assigns to purchaser any and all claims for overcharges associated with this purchase which arise
under the antitrust laws of the United States, 15 USGA Section 1 et ec�q., and which arise under the antitrust laws of
the State of Texas, Bus. and Com. Code, Section 15.01, etem.
Page 16 of 16
ATTACHMENT A
City of Round Rock
Insurance Requirements
ATTACHMENT A
CITY OF ROUND ROCK
INSURANCE REQUIREMENTS
1. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense for the duration
of the contract or purchase order resulting from a response to this bid/Soecification insurance
against claims for iniuries to persons or damages to property which may arise from or in
connection with the performance of the work as a result of this bid by the successful bidder. its
agents, representatives. volunteers. employees or subcontractors.
1.1. Certificates of insurance and endorsements shall be furnished to the City and approved
by the City before work commences.
1.2. The following standard insurance policies shall be required:
1.2.1. General Liability Policy
1.2.2. Automobile Liability Policy
1.2.3. Worker's Compensation Policy
1.3. The following general requirements are applicable to all policies:
1.3.1. Only insurance companies licensed and admitted to do business in the State of
Texas shall be accepted.
1.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable
only on a per occurrence basis for property damage only,
1.3.3. Claims made policies shall not be accepted, except for Professional Liability
Insurance.
1.3.4. Upon request, certified copies of all insurance policies shall be furnished to the
City
1.3.5. Policies shall include, but not be limited to, the following minimum limits:
1.3.5.1. Minimum Bodily Injury Limits of $300,000.00 per occurrence.
1.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for
each occurrence.
1.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired
vehides with minimum limits for Bodily Injury of $100,000.00 each
person, and $300,000.00 for each occurrence, and Property
Damage Minimum limits of $50,000.00 for each occurrence.
1.3.5.4. Statutory Worker's Compensation insurance and minimum
$100,000.00 Employers Liability Insurance.
1.3.6. Coverage shall be maintained for two years minimum after the termination of the
Contract.
1.4. The City shall be entitled, upon request, and without expense to receive copies of
insurance policies and all endorsements thereto and may make reasonable request for
deletion, revision, or modification of particular policy terms, conditions, limitations, or
exclusions (except where policy provisions are established by law or regulation binding
either of the parties hereto or the underwriter of any of such policies). Upon such request
by the City, the Vendor shall exercise reasonable efforts to accomplishsuch changes In
policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the
requirements of the bid specification and theinsurance endorsements stated below.
1.5. Vendor agrees that with respect to the required insurance, all insurance contracts and
certificates) of insurance will contain and state, in writing, on the certificate or its
attachment, the following provisions:
Page 1 of 4
1.5.1. Provide for an additional insurance endorsement clause declaring the Vendor's
insurance as primary.
1.5.2. Name the City and its officers, employees, and elected officials as additional
insured's, (as the interest of each insured may appear) as to all applicable
coverage.
1.5.3. Provide thirty days notice to the City of cancellation, non -renewal, or material
changes
1.5.4. Remove all language on the certificate of insurance indicating:
1.5.4.1. That the insurance company or agent/broker shall endeavor to notify
the City; and,
1.5.4.2. Failure to do so shall impose no obligation of liability of any kind
upon the company, its agents, or representatives.
1.5.5. Provide for notice to the City at the addresses listed below by registered mail:
1.5.6. Vendor agrees to waive subrogation against the City, its officers, employees,
and elected offidats for Injuries, Including death, property damage, or any other
loss to the extent same may be covered by the proceeds of insurance.
1.5.7. Provide that all provisions of this contract concerning liability, duty, and standard
of care together with the indemnification provision, shall be underwritten by
contractual liability coverage sufficient to include such obligations within
applicable polities.
1.5.8. All copies of the Certificate of Insurance shall reference the project name, bid
number or purchase order number for which the insurance is being supplied.
1.5.9. Vendor shall notify the City in the event of any change in coverage and shall
give such notices not less than thirty days prior notice to the change, which
notice shall be accomplished by a replacement Certificate of Insurance.
1.5.10. All notices shall be mailed to the City at the following addresses:
Assistant City Manager City Attorney
City of Round Rock City of Round Rock
221 East Main 309 East Main
Round Rock, TX 78664-5299 Round Rock, TX 78664
2. WORKERS COMPENSATION INSURANCE
2.1. Texas Labor Code, Section 406.098 requires workers' compensation insurance coverage
for all persons providing services on building or construction protects for a governmental
entity.
2.1.1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a
certificate of authority to self -insure issued by the Texas Workers' Compensation
Commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or
TWCC-84), showing statutory workers' compensation insurance coverage for
the person's or entity's employees providing services on a project, for the
duration of the project.
2.1.2. Duration of the project - includes the time from the beginning of the work on the
project until the CONTRACTOR'S /person's work on the project has been
completed and accepted by the OWNER.
2.2. Persons providing services on the project (-subcontractor") in Section 406.096 - indudes
all persons or entities performing alt or part of the services the CONTRACTOR has
undertaken to perform on the project, regardless of whether that person contracted
directly with the CONTRACTOR and regardless of whether that person has employees.
This indudes, without limitation, independent contractors, subcontractors, teasing
companies. motor carriers, owner -operators, employees of any such entity, or employees
of any entity, which furnishes persons to provide services on the project. "Services"
include, without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services" does not
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Include activities unrelated to the protect, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
2.3. The CONTRACTOR shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements, that meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the
CONTRACTOR providing services on the project, for the duration of the project.
2.4. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being
awarded the contract.
2.5. If the coverage period shown on the CONTRACTOR'S current certificate of coverage
ends during the duration of the project, the CONTRACTOR must, prior to the end of the
coverage period, file a new certificate of coverage with the OWNER showing that
coverage has been extended.
2.6. The CONTRACTOR shall obtain from each person providing services on a project, and
provide to the OWNER:
2.6.1. a certificate of coverage, prior to that person beginning work on the project, so
the OWNER will have on file certificates of coverage showing coverage for all
persons providing services on the project; and
2.6.2. no later than seven calendar days after receipt by the CONTRACTOR, a new
certificate of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of the
project.
2.7. The CONTRACTOR shall retain all required certificates of coverage for the duration of
the project and for one year thereafter.
2.8. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal
delivery, within 10 calendar days after the CONTRACTOR knew or should have known,
or any change that materially affects the provision of coverage of any person providing
services on the project.
2.9. The CONTRACTOR shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how a
person may verify coverage and report lack of coverage.
2.10. The CONTRACTOR shall contractually require each person with whom it contracts to
provide services on a project, to:
2.10.1. provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, that meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all its employees
providing services on the project, for the duration of the project;
2.10.2. provide to the CONTRACTOR, prior to that person beginning work on the
project, a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on a project, for the duration of the
project;
2.10.3. provide the CONTRACTOR, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of the
project;
2.10.3.1. obtain from each other person with whom It contracts, and provide to
the CONTRACTOR:
2.10.3.1.1.
2.10.3.1.2.
a certificate of coverage, prior to the other person
beginning work on the project; and
a new certificate of coverage showing extension of
coverage, prior to the end of the ooverage period, if
the coverage period shown on the current certificate
of coverage ends during the duration of the project
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2.10.3.2. retain all required certificates of coverage on file for the duration of
the project and for one year thereafter;
2.10.3.3. notify the OWNER in writing by certified mail or personal delivery,
within 10 calendar days after the person knew or should have
known, of any change that materially affects the provision of
coverage of any person providing services on the project; and
2.10.3.4. contractually require each person with whom It contracts, to perform
as required by paragraphs (A thru G), with the certificates of
coverage to be provided to the person for whom they are providing
services.
2.10.3.5. By signing the solicitation associated with this specification, or
providing, or causing to be provided a certificate of coverage, the
Contractor is representing to the Owner that all employees of the
Contractor who will provide services on the project will be covered
by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification
codes and payroll amounts, and that all coverage agreements will
be filed with the appropriate Insurance carrier or, in the case of a
self-insured, with the Commission's Division of Self -Insurance
Regulation. Providing false or misleading information may subject
the Contractor to administrative penalties, criminal penalties, civil
penalties, or other civil actions.
2.10.3.6. The Contractor's failure to comply with any of these provisions Is a
breach of contract by the Contractor that entitles the Owner to
declare the contract void if the Contractor does not remedy the
breach within ten calendar days after receipt of notice of breach
from the owner.
Page 4 of 4
IFB No. 10-018
CITY OF ROUND ROCK, TEXAS
REQUEST FOR PROPOSALS ADDENDUM
LAND MANAGEMENT SOFTWARE
Addendum No. 1 Date of Addendum: April 1, 2010
The following items in the RFP identified above have been changed as noted:
PART III, SPECIFICATIONS: 1. Scope of Work; Page 8 of 16
Add:
1.2.8.2 Proposal shall include hourly pricing for data migration.
1.2.8.3 Proposal shall include a clearly defined narrative explaining the approach and
solution of data imports.
All other terms and conditions of this RFP and the specification remain unchanged.
Approved by `lf D
By the signatures affixed below, Addendum No. 1 is hereby incorporated into and made a part
of the above referenced IFB.
ACKNOWLEDGED
Vendor
Authorized Signature Date
Return one copy of this Addendum to the Purchasing Office, City of Round Rock with
your sealed proposal. Failure to do so may constitute grounds for rejection of your
proposal.
EXHIBIT "G"
CRW RESPONSE TO REQUEST FOR PROPOSAL
ROUND ROCK, TEXAS
LAND MANAGEMENT SOFTWARE
RFP #10-018
APRIL 16, 2010
Please note that the above -referenced portion:
of Exhibit "G" is contained in binder form
located in: the office of the City Secretary
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
Agenda Item No. 1161.
City Council Agenda Summary Sheet
Consider a resolution authorizing the Mayor to execute an Agreement for Installation and
Agenda Caption: Use of Land Management Software with CRW Systems, Inc.
Meeting Date: September 9, 2010
Department: Administration
Staff Person making presentation: Chris Collier
GIS Manager
Item Summary:
This contract with CRW Systems is to provide software and implementation services to help the City manage the
process of land annexation, zoning, platting, site development, permitting, inspections, and code enforcement. The
system will track the land management activities; assist with a structured workflow, and record significant
milestones and documentation.
Strategic Plan Relevance:
The Land Management System Project will support the following initiatives by providing a vehicle for process
transparency and efficiency gains, and enabling mobile solutions and timely access to project information for
internal and external constituents. Enabling a more efficient and transparent Land Development process (and
eventually all Land Management processes) will positively impact the City's business relationship with the
development community as well as encourage economic growth and community vitality.
Cost: $240,650
Source of Funds: General Self Financed Construction
Date of Public Hearing (if required): N/A
Recommended Action: Staff recommends approval
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK AGREEMENT FOR
INSTALLATION AND USE OF LAND MANAGEMENT SOFTWARE
WITH CRW SYSTEMS, INC.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
THIS AGREEMENT for services relating to the installation and use of an automated land
management software system and related subsystems, and for associated goods and services (the
"Agreement"), is made by and between the CITY OF ROUND ROCK, TEXAS, a home -rule
municipality with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the
"City") and CRW SYSTEMS, INC., with offices located at 16980 Via Tazon, Suite 320, San
Diego, California 92127 ("CRW").
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date it has been signed by each party hereto, and
shall remain in full force and effect unless and until it expires by operation of the term stated
herein, or until terminated or extended as provided herein.
The initial term of this Agreement shall be until full and satisfactory completion of the
work specified herein is achieved, but in no event later than twelve (12) months from the date of
issuance by City of its Notice to Proceed. After that initial term, this Agreement may be
renewed for one (1) term of twelve (12) months, with such renewal to occur on or before the
expiration date of the preceding tern, and with such renewal being absolutely predicated upon
the express written agreement of both parties. Such renewal is permitted only provided CRW
has performed each and every contractual obligation specified in this original Agreement.
199353/jkg/revision 8/21/10
k- tC- £'I -L1 -I(11
CRW shall not be obligated to perform any work on the project, including the provision
of labor or materials, prior to commencement of this Agreement as initiated by City's issuance of
its Notice to Proceed.
2.01 CONTRACT AMOUNT
In consideration for the services to be performed by CRW, City agrees to pay CRW for
actual work performed the not -to -exceed sum of Two Hundred Forty Thousand Six Hundred
Fifty and No/100 Dollars ($240,650.00), in payment for services and the Scope of Work
deliverables as delineated herein and in attached exhibits. No additional reimbursable expenses
not included in attached exhibits shall be allowed or owed under this Agreement.
3.01 EXHIBITS
This Agreement contains the following exhibits, all of which are attached hereto and
incorporated herein by reference for all purposes:
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
4.01 SCOPE OF WORK
Project Scope of Work
Project Milestone and Payment Schedule
Project Cost Summary
Software License Agreement
System Acceptance Testing
Software Escrow Agreement, with exhibits
City of Round Rock Request for Proposals for Land Management
Software, RFP 10-018, Specification No. 10-208-53, dated March
2010, including Attachment A "City of Round Rock Insurance
Requirements;" and CRW's Response dated April 16, 2010
For purposes of this Agreement, CRW has issued its Scope of Work for the assignments
delineated herein, and such Scope of Work is recited in Exhibit "A." This Agreement shall
evidence the entire understanding and agreement between the parties and shall supersede any
prior proposals, correspondence or discussions. CRW shall satisfactorily provide all services and
deliverables described under the referenced Scope of Work within the contract term specified
herein. CRW's undertakings shall be limited to performing services for City and/or advising City
concerning those matters on which CRW has been specifically engaged. CRW shall perform its
services in accordance with this Agreement and in accordance with the referenced Scope of
Work. CRW shall perform its services in a professional and workmanlike manner.
CRW's services shall generally cover the following:
A. Scope of Work. After commencement date, CRW shall:
1. Install Permit Management, Code Enforcement, Project Tracking, Citizen -
access, Mobile laptop, and TRAKiT GIS (support for ArcGIS Server)
software.
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2. Provide data conversion of City's existing data and incorporate data into
CRW system.
3. Provide hands-on Administrator Training, as specified in exhibits.
4. Provide on-site, hands-on User Training, as specified in exhibits.
5. Provide remote access support during Annual Maintenance period, with
City to provide local workstation with remote connection and appropriate
remote access software.
Services provided by CRW shall not include hardware. CRW shall obtain and
maintain all business licenses as may be required by law.
B. Maintenance and Support. CRW shall provide the following maintenance and
support services to City irrunediately following completion of System Acceptance
Testing. Annual Maintenance and Technical Support fees are payable upon
System Acceptance, and are renewable on the anniversary date of this Agreement
by express written authorization of City:
1. TRAKiT software modifications to correct bugs or errors that are reported
to CRW by City.
2. TRAKiT software updates that are posted from time to time by CRW on
the following CRW web site(www.crw.com/support/customer_support).
Updates may be downloaded and installed by City onto City's network.
3. Technical support via telephone. CRW reserves the right to restrict phone
access to City -designated System Administrators. Toll-free phone access
is provided by CRW (888-279-2043).
4. Technical support via web form on the following CRW web site
(www.crw.com/support).
5. TRAKiT software enhancement requests may be submitted by City to
CRW. Enhancement requests will be reviewed by CRW and may be
incorporated into future releases. City understands that submittal of
enhancement request does not obligate CRW to provide software
modification.
6. City may register for and enroll in CRW training classes for System
Administrators or Users. Registration fees may vary from time to time.
CRW shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A"
and elsewhere herein and in accompanying exhibits. However, either party may make written
requests for changes to the Scope of Work. To be effective for a non -substantive change, a
3
change to the Scope of Work must be negotiated and agreed to in all relevant details as
delineated herein; and to be effective for a substantive change, such change must be embodied in
a valid Supplemental Agreement as described herein.
5.01 PAYMENT FOR SERVICES; NO REIMBURSABLE EXPENSES
Payment for Services: In consideration for the services to be performed by CRW, City
agrees to pay CRW the following:
Fees for the listed deliverables in the total amount of $240,650.00 shall be paid by City in
accordance with the payment schedule contained in Exhibit "B," and specifically not in
accordance with Exhibit "C," as follows, to -wit:
First Payment $117,500.00 to be due and payable following completion by CRW
of Tasks 1 - 5 delineated in Exhibit "B"
Second Payment $ 30,787.50 to be due and payable following completion by CRW
of Tasks 7 - 13 delineated in Exhibit "B"
Third Payment $ 30,787.50 to be due and payable following completion by CRW
of Tasks 15 - 19 delineated in Exhibit "B"
Fourth Payment $ 30,787.50 to be due and payable following completion by CRW
of Tasks 21 - 24 delineated in Exhibit "B"
FifthlFinal Payment $ 30,787.50 to be due and payable following completion by CRW
of Tasks 26 - 28 delineated in Exhibit "B"
The approximate loading of CRW's time and costs by segment is as is delineated in
exhibits attached hereto.
No Reimbursable Expenses: No additional reimbursable expenses not included in
attached exhibits shall be allowed or owed under this Agreement.
Not -to -Exceed Total Payment for Services: Unless subsequently changed by
Supplemental Agreement, CRW's total compensation for services hereunder shall not exceed
$240,650.00. This amount represents the absolute limit of City's liability to CRW hereunder
unless same shall be changed by Supplemental Agreement, and City shall pay, strictly within the
not -to -exceed sum recited herein, CRW's fees for work done on behalf of City.
Deductions: No deductions shall be made for CRW's compensation on account of
penalty, liquidated damages or other sums withheld from payments to CRW.
Additions: No additions shall be made to CRW's compensation based upon project
claims, whether paid by City or denied.
4
6.01 NON -SUBSTANTIVE CHANGES AND ADDITIONS TO SCOPE OF WORK
Changes or additions to the Scope of Work which are not deemed by City to be
substantive changes may be handled in the following manner without a Supplemental
Agreement: City may request that CRW perforin additional services not covered in the Scope of
Work, and such request must be submitted in writing by City's Designated Representative, and
must be counter -signed by CRW's Designated Representative. Such signed request shall include
both a description of the additional services to be performed, and the agreed-upon price for such
services. Any such additional work performed by CRW pursuant to such request shall be added
to the contract price and billed in accordance with the "Project Cost Summary" contained herein
in Exhibit C. CRW shall not commence any additional services for City unless and until written
authorization has been given by City and counter -signed by CRW.
7.01 SUBSTANTIVE CHANGES REQUIRING SUPPLEMENTAL AGREEMENTS
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. CRW shall
not perform any work or incur any additional costs prior to the execution, by both parties, of
such Supplemental Agreement. CRW shall make no claim for extra work done or materials
furnished unless and until there is full execution of any Supplemental Agreement, and City shall
not be responsible for actions by CRW nor for any costs incurred by CRW relating to additional
work not directly authorized by Supplemental Agreement.
8.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment following delivery of all deliverables, CRW shall prepare
and submit detailed progress invoices to City, in accordance with the delineation contained
herein, for services rendered. Such invoices for services shall track the referenced Scope of
Work, and shall detail the services performed, along with documentation for each service
performed. Payment to CRW shall be made on the basis of the invoices submitted by CRW and
approved by City. Such invoices shall conform to the schedule of services and costs in
connection therewith.
Should additional backup material be requested by City relative to service deliverables,
CRW shall comply promptly. In this regard, should City determine it necessary, CRW shall
make all records and books relating to this Agreement available to City for inspection and
auditing purposes.
Payment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to CRW and to adjust same to meet the requirements of
this Agreement. Following approval of an invoice, City shall endeavor to pay CRW promptly,
but no later than the time period required under the Texas Prompt Payment Act described herein.
5
Under no circumstances shall CRW be entitled to receive interest on payments which are late
because of a good faith dispute between CRW and City or because of amounts which City has a
right to withhold under this Agreement or state law. City shall be responsible for any sales,
gross receipts or similar taxes applicable to the services, but not for taxes based upon CRW's net
income.
9.01 REQUIRED DRAFT REPORTS AND FINAL REPORT
CRW agrees to provide City with draft reports and a detailed final written report, together
with all information gathered and materials developed during the course of the project.
CRW agrees to provide City with additional bound copies of the final written report, if
and as requested, with the right to make additional copies being at the sole election of City. All
copies of the written final report will be to specifications as delineated by City.
10.01 LIMITATION TO SCOPE OF WORK
CRW and City agree that the Scope of Work to be performed is enumerated in Exhibit
"A" and elsewhere herein and in accompanying exhibits, and may not be changed without the
express written agreement of the parties. Notwithstanding anything herein to the contrary, the
parties agree that City retains absolute discretion and authority for all funding decisions, such to
be based solely on criteria accepted by City which may be influenced by but not be dependent on
CRW's work.
11.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving CRW a written notice of termination at the end of its then -current fiscal year.
12.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Govermnent Code, any payment to be
made by City to CRW will be made within thirty (30) days of the date City receives goods under
this Agreement, the date the performance of the services under this Agreement are completed, or
the date City receives a correct invoice for the goods or services, whichever is later. CRW may
charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in
which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code,
Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in
the event:
A. There is a bona fide dispute between City and CRW, a contractor, subcontractor,
or supplier about the goods delivered or the service performed that causes the
payment to be late; or
6
B. There is a bona fide dispute between CRW and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
13.01 TERMINATION; DEFAULT
Termination for Convenience: It is agreed and understood by CRW that City may
terminate this Agreement for the convenience of City, upon fifteen (15) days' written notice to
CRW, with the understanding that immediately upon receipt of said notice all work being
performed under this Agreement shall cease. CRW shall invoice City for work satisfactorily
completed and shall be compensated in accordance with the terms hereof for work accomplished
prior to the receipt of said notice of termination. CRW shall not be entitled to any lost or
anticipated profits for work terminated under this Agreement. Unless otherwise specified in this
Agreement, all data, information, and work product related to this project shall become the
property of City upon termination of this Agreement, and shall be promptly delivered to City in a
reasonably organized form without restriction on future use, subject to the conditions set forth
herein. Should City subsequently contract with a new CRW for continuation of service on the
project, CRW shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory or which is not performed in compliance with the terms of this Agreement.
In the event City terminates this Agreement for convenience, City agrees to immediately
return all source code and related materials provided to City by CRW, and to destroy, erase, and
purge all software provided by CRW from any and all of City's computers.
Within thirty (30) days of termination for convenience, City agrees to provide CRW with
written confirmation that all CRW software has been removed or destroyed. Within its sole
discretion, and upon reasonable notice to City, CRW shall have the right to verify that CRW
software has in fact been removed or destroyed by personal inspection of City's computers.
Any use by City of any CRW software after termination of this Agreement for
convenience by City, without the express written authorization of CRW, shall be deemed to be a
breach of this Agreement.
7
Termination for Default: Either party may terminate this Agreement, in whole or in
part, for default if the party provides the other party with written notice of such default and the
other fails to satisfactorily cure such default within ten (10) business days of receipt of such
notice (or a greater time if agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to
the actual costs incurred by CRW in performing work to date of default. The cost of the work
that is useable to City, the cost to City of employing another firm to complete the work, and
other factors will affect the value to City of the work performed at the time of default. Neither
party shall be entitled to any lost or anticipated profits for work terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating party and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
Iiabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
14.01 INDEPENDENT CONTRACTOR STATUS
CRW is an independent contractor, and is not City's employee. CRW's employees or
subcontractors are not City's employees. This Agreement does not create a partnership,
employer-employee, or joint venture relationship. No party has authority to enter into contracts
as agent for the other party. CRW and City agree to the following rights consistent with an
independent contractor relationship:
A. CRW has the right to perform services for others during the term hereof.
B. CRW has the sole right to control and direct the means, manner and method by
which it performs its services required by this Agreement.
C. CRW has the right to hire assistants as subcontractors, or to use employees to
provide the services required by this Agreement.
D. CRW or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help CRW.
E. Neither CRW nor its employees or subcontractors shall receive training from City
in skills necessary to perform services required by this Agreement.
F. City shall not require CRW or its employees or subcontractors to devote full time
to performing the services required by this Agreement.
G. Neither CRW nor its employees or subcontractors are eligible to participate in any
employee pension, health, vacation pay, sick pay, or other fringe benefit plan of
City.
8
15.01 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither City nor CRW shall offer employment to or shall employ
any person employed then or within the preceding twelve (12) months by the other or any
affiliate of the other if such person was involved, directly or indirectly, in the performance of this
Agreement. This provision shall not prohibit the hiring of any person who was solicited solely
through a newspaper advertisement or other general solicitation.
16.01 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing CRW with such documentation and information as
is reasonably required to enable CRW to provide the services called for. City shall require its
employees and any third parties who are otherwise assisting, advising or representing City to
cooperate on a timely basis with CRW in the provision of its services. CRW may rely upon
written information provided by City and its employees and agents as accurate and complete.
CRW may rely upon any written directives provided by City or its designated representative
concerning provision of services as accurate and complete.
City acknowledges that timely completion of the project is dependent in significant part
upon the timely cooperation of City in providing information to CRW necessary to complete the
project, including but not limited to the following: (a) data obtained from City'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.
Information to be provided by City:
A. City shall provide all information necessary for CRW to establish the permit
software control files, including but not limited to the following:
1. Current valuation and fee structures.
2. Current Permit, Project, License, and Case types designations and
categories.
3. Examples of all current reports used by City relating to permit
management.
4. Any exceptions to the typical permit process, or any special permit
processing requirements.
B. City shall provide CRW with access to City's workstations and disk space for
installation of the software.
9
C. City will ensure that staff to be trained in the use of CRW software will have
sufficient basic knowledge of permit processing and MS -Windows functions.
17.01 CONFIDENTIALITY
Any and all programs, data, or other materials furnished by City for use by CRW in
connection with services to be performed under this Agreement, and any and all data and
information gathered by CRW, shall be held in confidence by CRW as set forth hereunder. Each
party agrees to take reasonable measures to preserve the confidentiality of any proprietary or
confidential information relative to this Agreement, and to not make any use thereof other than
for the performance of this Agreement, provided that no claim may be made for any failure to
protect information that occurs more than three (3) years after the end of this Agreement.
The parties recognize and understand that City is subject to the Texas Public hrformation
Act and its duties run in accordance therewith.
All data relating specifically to City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
CRW's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions,
know-how, and any other information which reasonably should be understood to be confidential
to CRW is confidential information of CRW. City's confidential information and CRW's
confidential information is collectively referred to as "Confidential Information." Each party
shall use Confidential Information of the other party only in furtherance of the purposes of this
Agreement and shall not disclose such Confidential Information to any third party without the
other party's prior written consent, which consent shall not be unreasonably withheld. Each
party agrees to take reasonable measures to protect the confidentiality of the other party's
Confidential Information and to advise their employees of the confidential nature of the
Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
govermnental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to CRW's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit CRW from providing similar services for other clients.
10
Neither the City nor CRW will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
18.01 OWNERSHIP OF DOCUMENTS
Ownership of Documents: Notwithstanding anything to the contrary in this Agreement,
City will own as its sole property all written materials created, developed, gathered, or originally
prepared expressly for City and delivered to City under the terms of this Agreement (the
"Deliverables"); and CRW shall own any general skills, know-how, expertise, ideas, concepts,
methods, techniques, processes, software, or other similar information which may have been
discovered, created, developed or derived by CRW either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). CRW's working papers and CRW's
Confidential Information (as described herein) shall belong exclusively to CRW. City shall have
a non-exclusive, non -transferable license to use CRW's Confidential Information for City's own
internal use and only for the purposes for which they are delivered to the extent that they form
part of the Deliverables.
All source code for computer programs or modifications to programs which are produced
pursuant to this Agreement shall be deemed, and shall remain, the intellectual property of CRW
and as such are protected under the copyright, patent, or other laws of the United States as well
as other jurisdictions where such programs are being used.
City 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 City 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.
Source Code Escrow: CRW shall maintain a software escrow account, as described in
Exhibit "F." A copy of the latest source code for the software being installed by CRW pursuant
to this Agreement shall be deposited in such source code escrow account.
CRW shall pay the entire cost of such source code escrow account.
City shall be registered as a Registered Beneficiary of the Software Escrow Agreement,
as delineated in Exhibit "F."
19.01 WARRANTIES
Services Warranty: CRW represents that all services performed hereunder shall be
performed in a correct and competent manner consistent with generally prevailing professional
or industry standards, and shall be performed in a professional and workmanlike manner. Any
11
error or defect in the services provided hereunder by CRW shall be re -performed and corrected
by CRW at no additional cost to City.
Application Software Warranty: CRW warrants that its software will perform in the
manner described herein and in related documents, including CRW's Proposal for a Land
Management Software System, hereby incorporated by reference as if fully contained herein, and
in any other written user documentation for the version installed. This Application Software
Warranty shall commence upon date of acceptance by City as defined by Exhibit "E."
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 City free of any proprietary rights of any other party or
any other encumbrance.
20.01 LIMITATION OF LIABILITY
Should any of CRW's services not conform to the requirements of City or of this
Agreement, then and in that event City shall give written notification to CRW; thereafter, (a)
CRW shall either promptly re -perform such services to City's satisfaction at no additional
charge, or (b) if such deficient services cannot be cured within the cure period set forth herein,
then this Agreement may be terminated for default.
In no event will CRW be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by City, its directors, employees or agents.
In no event shall CRW be liable to City, by reason of any act or omission relating to the
services provided under this Agreement (including the negligence of CRW), whether a claim be
in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or
similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for
any amount in excess of the total professional fees paid by City to CRW under this Agreement,
except to the extent determined to have resulted from CRW's gross negligence, willful
misconduct or fraudulent acts relating to the service provided hereunder.
21.01 SUCCESSORS BOUND; NO ASSIGNMENT
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terns of this Agreement, and acknowledge that
all of the terms, provisions and conditions of this Agreement shall inure to the benefit of the
parties hereto and their successors, assigns and legal representatives.
Neither party may assign any rights or delegate any duties under this Agreement without
the other party's prior written approval and consent.
22.01 LOCAL, STATE AND FEDERAL TAXES
CRW shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred
while performing services under this Agreement. City will not do the following:
12
A. Withhold FICA from CRW's payments or make FICA payments on its behalf;
B. Make state and/or federal unemployment compensation contributions on CRW's
behalf; or
C. Withhold state or federal income tax from any of CRW's payments.
If requested, City shall provide CRW with a certificate from the Texas State Comptroller
indicating that City is a non-profit corporation and not subject to State of Texas Sales and Use
Tax. Sales, Use, Excise, or any state or local taxes and/or licenses which may apply to this
project shall not be the responsibility of CRW.
23.01 INSURANCE
Insurance. CRW, at CRW's sole cost, shall purchase, keep, and maintain during the
term of this Agreement such insurance as is set forth in this subsection. All insurance policies
provided under this Agreement shall be written on an "occurrence" basis. All insurance
requirements shall remain in effect throughout the term of this Agreement. All insurance
policies shall be from companies authorized to do insurance business in Texas and otherwise
acceptable to City.
A. Worker's Compensation Insurance as required by law and by the City of Round
Rock specifications which elicited CRW's proposal response;
B. 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;
C. Commercial General Liability Insurance - $1,000,000.00 limit;
D. Professional Liability Insurance - $1,000,000.00 limit. Professional Liability
Insurance will be in force for the entire term of this Agreement. Professional
Liability Insurance shall apply to services performed by CRW only. Professional
Liability Insurance shall not apply to third -party services or services of
subcontractors.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
A. Each policy shall require that insurer endeavor to provide notice to City thirty
(30) days prior to expiration, cancellation, non -renewal or any material change in
coverage, and such notice shall be given to:
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
13
CRW shall also notify City, within ten (10) days of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives
from its insurer.
B. Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the
sole responsibility and risk of CRW.
C. Terms "City" or "Round Rock" shall include all authorities, boards, commissions,
departments and officers of City and individual members, employees and
designated agents in their official capacities or while acting on behalf of the City.
D. City, and its officers and agents, shall be endorsed as an additional insured under
CRW's insurance.
E. CRW shall not modify or cancel its insurance without prior written notification to
City and approval from City.
F. The policy clause "Other hnsurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self -Insured
Retentions of whatever nature.
G. CRW and City mutually waive subrogation rights each may have against the other
for loss or damage, to the extent same is covered by the proceeds of insurance.
Insurers shall have no right of recovery or subrogation against the City of Round
Rock, it being the intention that the insurance policies shall protect all parties to
this Agreement and be primary coverage for all losses covered by the policies.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by CRW shall be borne solely by CRW, with certificates of insurance evidencing
such minimum coverage in force to be filed with City. Exhibits to this Agreement shall contain a
Certificate of Insurance for all items under this subsection, as proof that said insurance is in full
force as of the date of this Agreement. Additionally, CRW shall deliver to City an updated
Certificate of Insurance with every invoice submitted during the term of this Agreement.
24.01 INDEMNIFICATION
CRW shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of CRW,
or CRW's agents, employees or subcontractors, in the performance of CRW's obligations tinder
this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or CRW (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
14
CRW shall indemnify, defend and hold harmless City from and against any claims, based
upon infringement of any United States copyright, trademark, or patent by the software. City
agrees to notify CRW of any such claim promptly in writing. City 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.
25.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
CRW, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
26.01 FINANCIAL INTEREST PROHIBITED
CRW covenants and represents that CRW, its officers, employees, agents, CRWs and
subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any
product, materials or equipment that will be recommended or required hereunder.
27.01 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf:
Mr. Christian Collier
GIS Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
Telephone: (512) 218-5423
E -Mail: ccollier@round-rock.tx.us
CRW hereby designates the following representative authorized to act in its behalf:
Mr. Christopher R. Wuerz, P.E.
President, CRW Systems, Inc.
16980 Via Tazon, Suite 320
San Diego, CA 92127
Telephone: (858) 451-3030
Facsimile: (858) 451-3870
E -Mail: chris@crw.com
All communications relating to project status shall be exchanged between the Designated
Representatives. If the Designated Representative or his/her respective addresses/contact
information changes during the term of this Agreement, a written notice shall be given to the
other party as soon as is practicable.
15
Designated System Administrator(s): City's Designated Representative shall identify
and designate System Administrator(s). All communications related to day-to-day operations of
the system, including system maintenance, system problems, and/or troubleshooting, shall be
made to CRW only through City's Designated Representative or System Administrator(s).
City's System Administrator(s) 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. City acknowledges that CRW has recommended that
designated System Administrator(s) be experienced and competent with personal computers.
28.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
A. When delivered personally to recipient's address as stated herein; or
B. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to CRW:
CRW Systems, Inc.
Attention: Christopher R. Wuerz, P.E., President
16980 Via Tazon, Suite 320
San Diego, CA 92127
Notice to City:
City of Round Rock
Attention: City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and CRW.
29.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
16
herein, exclusive venue for same shall lie in Williamson County, Texas, and both parties to this
Agreement hereby specifically waive any "venue privilege" they may have in any other
jurisdiction. This Agreement shall be governed by and construed in accordance with the laws
and court decisions of Texas.
30.01 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
31.01 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try in good faith to
resolve the dispute internally or with the help of a mutually selected mediator. If the parties
cannot agree on a mediator, City shall select one mediator and CRW shall select one mediator
and those two mediators shall agree upon a third mediator. Any costs and fees, other than
attorney fees, associated with the mediation shall be shared equally by the parties. Such
mediation shall be non-binding.
City and CRW hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
32.01 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default
in performance of any obligation hereunder shall constitute an event of default or breach of this
Agreement, only to the extent that such failure to perform, delay or default arises out of causes
beyond control and without the fault or negligence of the party otherwise chargeable with failure,
delay or default; including but not limited to acts of God, acts of public enemy, civil war,
insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other
casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
CRW shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for CRW to perform its
obligations hereunder.
17
33.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
34.01 STANDARD OF CARE
CRW represents that it is specially trained, experienced and competent to perform all of
the services, responsibilities and duties specified herein and that such services, responsibilities
and duties shall be performed, whether by CRW or designated subconsultants, in a manner
acceptable to City and according to generally accepted business or industry practices.
35.01 GRATUITIES AND BRIBES
City may, by written notice to CRW, cancel this Agreement without incurring any
liability to CRW if it is determined by City that gratuities or bribes in the form of entertainment,
gifts, or otherwise were offered or given by CRW or its agents or representatives to any City
officer, employee or elected representative with respect to the performance of this Agreement.
In addition, CRW may be subject to penalties stated in Title 8 of the Texas Penal Code.
36.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
37.01 DUE AUTHORITY
City represents and warrants that the person executing this Agreement on behalf of City
is an agent of City and has full and complete authority to execute this Agreement and enter into
the terms and covenants provided herein, and has been designated by City to execute this
Agreement on behalf of City.
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 has been designated by CRW to execute
this Agreement on behalf of CRW.
18
38.01 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, any one of which shall be
considered an original of this document; and all of which, when taken together, shall constitute
one and the same instrument. City agrees to provide CRW with one fully executed original.
IN WITNESS WHEREOF, City and CRW have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By:
Printed Name:
Title:
Date Signe.:
For City, Attest:
By:
Sara . hite, City Secretary
For City A proved as to Form:
By:
Stephan Sheets, City Attorney
19
CRW Systems, Inc.
By:
Printed Name:
Title:
Date Signed:
EXHIBIT A
PROJECT SCOPE OF WORK
Upon receipt of a written Notice to Proceed from CLIENT, CRW shall perform the following services:
A. On -Site attendance and participation in project meetings.
Meetings: Project kick-off meeting; software installation; database installation; project implementation meetings.
On Site Days: CLIENT changes to scheduled travel days within 14 days of project schedule may incur increased travel
expenses.
B. Deliver computer software (TRAKIT) and database structures for SQL/Server database.
Deliverable: CD containing computer software; Installation instructions; services to install software on CLIENT
network and up to three workstations; services to train CLIENT IT staff For installation of remaining
CLIENT workstations; services to install SQL/Server database and tables.
8.1. Provide eTRAK1T modules for web -based permit processing.
Deliverable: ASP and HTML pages (source code) to provide the following functions:
(1) Purchase & print permits
(2) Request inspections
(3) Review inspection status and comments
(4) Pay fees
(5) Show plan status
(6) Search general license information
(7) Assign appropriate inspectors
(8) Create user logins
(9) Inspector login to change/Input results
B.2. Provide MobileTRAK module for field -ready Laptop Sync interface.
Deliverable: TRAKIT module for interface to either field -ready laptop/tabletPC.
C. Provide data conversion services.
Deliverable: Electronic transfer (via FTP or email) of converted database; services to develop conversion software for
translation; services to perform data conversion; services to Install converted data; services to
investigate and correct any errors uncovered during conversion balancing and/or system testing.
Applies to: GIS, Assessor data, and Permits/Inspection data from DataQuest, Excel Spreadsheets, and SQL
databases.
CLIENT will provide to CRW all tables and files that are necessary for historical data conversion. CLIENT agrees to provide all
necessary files and data to CRW within thirty (30) days of project commencement date.
D. Provide software training.
Deliverable: Provide System Administrator training for up to two (2) CLIENT staff during scheduled training at CRW
designated facilities.
Page 8 Land Management Software
City of Round Rock, TX
Deliverable: Provide Report Writing training for up to two (2) CLIENT staff during scheduled training at CRW
designated facilities.
Deliverable: Conduct three (3) days of on-site, hands-on System Acceptance training at CLIENT office. Class size is
limited to eight (8) students per day.
Deliverable: Conduct five (5) days of on -sate, hands-on End User training at CLIENT office. Class size is limited to eight
(8) students per day.
CRW to provide workstations (laptops) and networked server for all on-site classes. CLIENT to provide classroom space at
CLIENT facilities.
E. Provide Project Implementation services.
Deliverable: Develop up to four (4) custom forms, two (2) custom scripts, and up to three (3) custom reports, as
directed by CLIENT staff; provide standard (ICC or other) Valuation tables; develop custom valuations
and fee formulas as directed by CLIENT staff, using information provided by CLIENT.
Deliverable: Installation of permit forms, fee tables and valuations tables in TRAKIT database.
Deliverable: Data Import specification (using standard TRAKIT Import function) for monthly updates of assessor
records.
CLIENT to provide information regarding fee formulas, usage, permit, project, and code forms.
CLIENT agrees to provide all necessary custom report and custom form definitions to CRW within thirty (30) days of project
commencement date.
F. Provide Twelve (12) months technical support and software updates/upgrades.
Applies to: TRAKIT software. Time period for no -charge technical support to begin upon completion of System
Acceptance, as defined in Exhibit E.
G. Deliver integration to PeopleSoft 91 financial system.
Deliverable: Create a stored procedure/batch script routine to export financial details nightly from the TRAKiT
system into PeopleSoft.
H. Deliver integration to FireHouse system.
Page 9
Deliverable: Create a stored procedure/batch script routine to export and import inspection data nightly from the
TRAKiT system Into the FireHouse system.
Land Management Software
City of Round Rock, TX
Task
Contract Execution /
Notice to Proceed
EXHIBIT B
PROJECT MILESTONE AND PAYMENT SCHEDULE
CLIENT Responsibilities
CLIENT signs contract and
provides Notice to Proceed.
CRW Responsibilities
CRW signs final contract.
Target Date
September 1, 2010
2. Review Project Milestone
Dates & Deliver Kick -Off
Workbook
CLIENT reviews and sets Project
Milestone dates with CRW.
CRW & CLIENT review Project September 2010
Milestone dates; CRW delivers
electronic copies of Workbook.
3. Confirm Hardware &
Required Systems
CLIENT provides confirmation
that all required hardware,
servers, database systems, and
related components are ready.
CRW reviews hardware
specifications with CLIENT; CRW
Installs and confirms GoToMyPC
remote access.
September 2010
4. Kick -Off Meeting / Project
Commencement
CLIENT attends and participates
in Kick -Off Meeting; CLIENT
prepares first extract of data to
be converted.
CRW conducts Kick -Off meeting; September 2010
CRW installs all TRAKiT software
on CLIENT server.
• Source Data List Due
CLIENT submits list of all sources
of data to be converted; including
file type, name, format, and
approx. number of records.
CRW reviews source data with September 2010
CLIENT.
First Payment Due
Total Software = $117,500
Customer provides ft payment
for software licensing.
September 2010
• Business Process Review
Meeting
CLIENT provides information and
participates in preliminary
business process discussion.
CRW assists the CLIENT with October 2010
Project Workbook and Identifies
process adaptation.
8. Screenshots of Existing
Software
CLIENT provides subset of source
data and screenshots of existing
software that relate to the data
conversion process.
CRW reviews screenshots and October 2010
begins mapping of data; CRW
prepares data mapping
document to submit to CLIENT.
9. Data Mapping Document CLIENT to review data mapping
document provided by CRW.
CRW to submit data mapping October 2010
document for CLIENT approval.
10. Workbook / Data
Collection Meeting
CLIENT provides completed
Workbooks and copies of needed
forms/reports; CLIENT attends
department meetings to offer
insight into workflow; CLIENT
provides complete set of source
data for conversion.
CRW collects CLIENT responses October 2010
to Workbooks; CRW conducts
Department meetings to ensure
understanding of responses and
discuss procedural needs; CRW
reviews data to convert with
CLIENT.
11. Data Mapping Signoff
CLIENT approves data mapping
document after a review with
CRW's data conversion specialist.
CRW to provide data mapping November 2010
documents, layouts, and
explanations.
12. System Configuration
CLIENT participates and provides
additional information as needed
by CRW.
CRW configures system
according to Workbook 2010
responses and meeting
discussions; CRW converts
historical data; CRW
creates/customizes reports
and/or forms (e.g. Permit Form).
November - December
13. Initial Delivery
CLIENT will attend the
demonstration of the delivery.
CRW installs and demonstrates January 2011
configured system.
Page 10
Land Management Software
City of Round Rock, TX
Task
14. Second Payment Due
530,787.50
CLIENT Responsibilities
Customer provides 2" payment
for services.
CRW Responsibilities
Target Date
January 2011
15. System Acceptance Users
Trained
CLIENT will provide meeting
space and provide up to eight (8)
staff for training.
CRW provides training materials
and laptops with initial system
configuration.
January 2011
16. System Acceptance Testing
Begins
CLIENT "System Acceptance"
Users verify accuracy and
placement of converted data,
forms & reports; CLIENT tests
software configuration; CLIENT
tests program interfaces; CLIENT
tests software customizations;
CLIENT notifies CRW of desired
changes.
CRW receives change requests
from CLIENT and makes
necessary revisions.
January 2011
17. Initial Delivery Revisions
CLIENT delivers revision list to
CRW.
CRW receives review comments
from CLIENT and begins
adjusting configured system.
January 2011
18. Revised Delivery
CLIENT continues review of
system.
CRW delivers revisions to
CLIENT.
February 2011
19. System Acceptance Testing
Review
CLIENT reviews data with protect
manager via remote sessions.
CRW schedules weekly remote
meetings with each department
to review system configuration.
February 2011
20. Third Payment Due
$30,787.50
Customer provides 3rd payment
for services.
February 2011
21. Final Revisions List
CLIENT delivers final revision list
to CRW.
CRW receives review comments
from CLIENT and makes final
adjustments.
February 2011
22. System Acceptance Testing
Review
CLIENT reviews data with project
manager via remote sessions.
23. Final Delivery
CRW schedules weekly remote
meetings with each department
to review system configuration.
CRW installs modified system.
February 2011
March 2011
24. System Acceptance Testing
Ends
CLIENT approves final system
before User Training commences.
March 2011
25. Fourth Payment Due
$30,787.50
CLIENT provides 4th payment for
services.
March 2011
26. End User Training
CLIENT provides meeting space
for up to eight (8) staff.
CRW provides training materials
and laptops with configured
system.
April 2011
27. Transition to Live
CLIENT provides final extract of
historical data to CRW.
CRW converts data and loads
onto CLIENT's server.
April 2011
28. Go Live
CLIENT Goes Live with TRAKiT.
CRW provides Go -Live support
onsite.
April 2011
29. Final Payment
$30,787.50
CLIENT provides final payment.
May 2011
" System Administrator /
Report Writing Training
CLIENT provides System
Administrators for training at a
remote location.
CRW trains CLIENT staff at any
of the following locations &
dates.
Date and location to
be determined based
on availability.
Target dates on this schedule are intended to reflect projected completion dates for the respective milestone.
Page 11
Land Management Software
City of Round Rock, TX
EXHIBIT C
PROJECT COST SUMMARY
A. Software & Licensing Fees
LandTRAK, TRAKIT GIS (ArcGiS Server 9.3.1 version) $ 10,000 - module
PermitTRAK $ 7,500 - module
ProjectTRAK $ 7,500 - module
AEC TRAK $ 0 - module
CodeTRAK $ 7,500 - module
MobileTRAK (LaptopSync) - unlimited users $ 10,000 - module
eTRAKiT $ 15,000 - module
End -User Licensing (concurrent) $ 60,000 - 30 users
Sub -total:
$ 117,500
B. implementation & Project Management
System Configuration $ 15,000 20 class. types
Control Tables Setup $ 18,000
MobileTRAK Configuration $ 3,500
eTRAKIT Configuration $ 5,000
TRAKiT System installation - Support $ 1,500 - 1 remote day
Kick-off Meeting $ 2,500 - 1 day
Business Process Review (BPR Meeting) $ 5,000 - 2 day
Project Meetings (on-site) $ 17,500 - 7 days
CRW Go -Live Support $ 7,500 - 3 days
Sub -total:
$ 75,500
C. Data Conversion
Assessor, GIS
Permits, Inspections
Sub -total:
$ 5,000 - Assessor/GIS sync
$ 17,500 - Multiple systems
$ 22,500
D. Training Services
End User Training
System Acceptance Training
System Admin/Report Writing Training
Sub -total:
$ 12,500 - 5 days
$ 7,500 - 3 days
$ 3,000 - 2 seats
$ 23,000
E. Travel & Expenses
$ 13,650
F. Contingencies / Customizations
Financial System Integration
Fire Management System
Custom Reports
Custom Forms
Custom Scripts
Sub -total:
$ 2,500 - PeopleSoft 9i (batch script)
$ 2,500 - FireHouse (batch script)
$ 4,500 - 3 reports
$ 6,000 - 4 forms
$ 3,000 - 2 scripts
$ 18,500
G. Discounts
More than 6 modules
More than 30 concurrent users
Sub -total:
(5 15,000)
($ 15,000)
($ 30,000)
Total of TRAKIT Installation:
$ 240,650
Page 12
Land Management Software
City of Round Rock, TX
nual
aintenana
TRAKIT Annual Maintenance Fee — Year 1
TRAKIT Annual Maintenance Fee — Year 2
TRAKIT Annual Maintenance Fee —Year 3
TRAM Annual Maintenance Fee — Year 4
TRAKIT Annual Maintenance Fee — Year 5
Page 13
$ 23,500
$ 23,500
$ 24,675
$ 24,675
$ 25,909
30 users
30 users
- 30 users
- 30 users
- 30 users
land Management Software
City of Round Rock, TX
EXHIBIT D
SOFTWARE LICENSE AGREEMENT
This perpetual License Agreement for the use of "Community Development Software" (Software) developed and marketed by CRW is
granted to CLIENT by CRW as of the date of this Agreement.
SUMMARY OF LICENSE TERMS
1. Software Is marketed by CRW under the title of "TRAKIT".
2. Software provided to the CLIENT under this License allows the CLIENT to perpetually use, not own, the software.
3. Software is provided to the CLIENT as a multi-user, concurrent access license. The designated number of concurrent
Users/Administrators/Observers for this license is thirty (30). CLIENT is permitted to install Software on any and all
workstations owned or controlled by the CLIENT. Software will allow a designated number of concurrent users to access
the databases maintained by Software. Users attempting to access the system databases with Software after the
designated number of concurrent users is logged on will be prohibited from logging on.
4. This software license shall not be sub -licensed, re -sold, assigned, transferred or otherwise distributed by the CLIENT to any
other person, company or organization without the written authorization of CRW.
5. This Software, including any and all modifications, upgrades and bug fixes, is protected by the copyright laws of the United
States and international copyright treaties. Unauthorized copying of the Software, including software that has been
modified, merged or included with the Software, or the associated written materials (the "Documentation") is expressly
forbidden. CLIENT may not remove, obscure, or alter any notice of patent, copyright, trademarks, trade secret or other
proprietary rights in the Software. The Title, ownership rights, and intellectual property rights in and to this Software shall
remain with CRW.
6. CRW has made reasonable checks of the Software to confirm that it will perform in normal use on compatible equipment
substantially as described in the specifications for the Software. However, due to the inherent nature of computer
software, neither CRW nor any individuals involved in the development or installation of the Software warrant that the
Software or the Documentation is completely error free, will operate without interruption, is compatible with all equipment
and software configurations, or will otherwise meet your needs.
7. 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.
8. CRW warrants that its Software will perform in the manner described in the Agreement documents including CRW's
Response to the CLIENT's RFP, hereby incorporated by reference as if fully contained herein and any other written user
documentation for the version installed.
9. This Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit F attached hereto.
10. Neither CRW nor any of the people or companies involved in providing this license to the CLIENT may be held liable for any
incidental or consequential damages caused by failures or faults of the software or its functions.
11. CRW's sole responsibilities with respect to error corrections will be to correct any defects or errors in the Software or its
functions, which are brought to the attention of CRW by the CLIENT.
12. This License Agreement will remain in effect until CLIENT returns Software to CRW, or until CLIENT destroys Software.
EXHIBIT E
Page 14
Land Management Software
City of Round Rock, TX
SYSTEM ACCEPTANCE TESTING
1. CLIENT shall commence System Acceptance tests upon written notification from CRW that system software and database
conversion has been installed and is ready for System Acceptance testing. Testing shall be conducted at CLIENT site, using
CLIENT computer hardware. CLIENT staff will conduct all System Acceptance Testing.
2. CLIENT shall be allowed a period of thirty (30) business days for System Acceptance Testing, beginning from the date of
notification as provided in paragraph 1 above, and continuing, and completed, as provided in paragraphs 3 and 4 below.
CLIENT shall immediately advise CRW, in writing, of any error, or perceived error, discovered at any time during the testing
period.
3. Upon delivery of written notification from CLIENT to CRW of a software system or database conversion error, or other
problem, has occurred, CRW shall have ten (10) business days to address and correct such error so as to render the system
operable. CRW shall provide written notice to CLIENT that the error has been corrected. During the time period between
notification of any error until to such time that CRW advises CLIENT of correction of such error the thirty (30) day System
Acceptance test period shall be suspended. The thirty (30) day System Acceptance test period shall resume upon notice by
CRW that the previously noticed errors have been corrected and once the corrections have been made available to the
CLIENT.
4. CRW shall provide written notice to CLIENT when the thirty (30) day System Acceptance test period has expired.
Thereafter, CLIENT shall have five (5) business days to provide CRW with written notice of any remaining errors or
problems. ACCEPTANCE SHALL BE DEEMED TO HAVE OCCURRED AT THE LATEST OF THE FOLLOWING DATES: {a} THE DATE
WRITTEN NOTICE IS PROVIDED BY CRW TO CLIENT THAT THE FINAL PROBLEMS IDENTIFIED BY CLIENT PURSUANT TO THIS
SECTION HAVE BEEN CORRECTED, OR (b) THE DATE OF NOTICE BY CRW TO CLIENT INDICATING THAT THE ACCEPTANCE
TESTING PERIOD HAS EXPIRED.
5. CLIENT may begin using the software for productive use following completion of the System Acceptance tests. "Productive
Use" shall include the issuance of any building permits, inspections and/or fee collection from the general public.
6. CLIENT may not begin to use the software for productive use prior to completion of the System Acceptance tests. If CLIENT
begins using software for productive use prior to completion of the System Acceptance test, then the system acceptance
test will be deemed completed and satisfactory.
Page 15
Land Management Software
City of Round Rock, TX
EXHIBIT F
SOFTWARE ESCROW AGREEMENT
Date of Agreement: November 21, 2003
Escrow No. 5794 -MB
EscrowTech:
EscrowTech International, Inc.
C7 Data Center Building
333 South 520 West, Suite 230
Undon, UT 84042
Tel.: (801) 852-8202
Fax: (801) 852-8203
Owner:
CRW Systems, Inc.
16980 Via Tazon, Suite 320
San Diego, CA 92127
Tel.: (858) 451-3030
Fax: (858) 451-3870
1. Software and Establishment of Escrow. Owner owns,
or has the right to license or distribute, the "Software"
identified in Exhibit A. By this Agreement, Owner
establishes an escrow of "Deposit Materials" (see
Exhibit A) for the Software (the "Escrow").
2. Beneficiaries. Each licensee of the Software who
registers under Section 3 shall be a "Beneficiary."
3. Registration. To register a licensee as a Beneficiary
with EscrowTech:
(a) Owner and the licensee will complete and
execute EscrowTech's then -current
Beneficiary Registration Form.
(b) The completed and executed Beneficiary
Registration Form will be submitted to
EscrowTech.
(c) EscrowTech will give written notice to Owner
and the licensee of receipt of the Beneficiary
Registration Form.
4. Deposit Materials. Owner shall deposit the "Deposit
Materials" (including "Updates") into the Escrow by
delivering to EscrowTech the Deposit Materials
described in Exhibit A. Owner warrants that it has the
right to provide the Deposit Materials to EscrowTech
for the purposes of this Agreement and shall indemnify
EscrowTech against, and hold it harmless from, any
claim to the contrary by a third party.
Duplicate copies (i.e., two sets) of all Deposit Materials
in reliable storage media should be delivered by
Owner, but EscrowTech is not responsible if Owner
Page 16
5. Encryption and Reproduction. Owner warrants that
none of the Deposit Materials will be encrypted or
password protected and that all of the Deposit
Materials will be in a readable and useable form (for
purposes of the Permitted Use - see Section 14) and
will be readily reproducible by EscrowTech for copying
as needed under this Agreement (see, e.g., Section 13).
Exception: If Deposit Materials are transmitted
electronically to EscrowTech via FTP or other electronic
transmission method accepted by EscrowTech, then
such Deposit Materials may be in an encrypted format
that is acceptable to EscrowTech and that can be
decrypted by EscrowTech and stored in an
unencrypted format on physical media (e.g., a CD
ROM). It Is Owner's responsibility to provide any
decryption tools/keys, passwords, and information
needed for decryption. It is not EscrowTech's
responsibility to discover if any of the Deposit
Materials are encrypted or password protected or to
provide de -encryption tools/keys, passwords or
information needed for decryption.
6. Updates. Owner shall update the Escrow by delivering
to EscrowTech Updated Deposit Materials ("Updates")
as described in Exhibit A. Updates shall be part of the
"Deposit Materials."
7. Deposit Procedure. Deposit Materials shall be
delivered by Owner to EscrowTech In accordance with
EscrowTech's then -current deposit procedures.
only for that Beneficiary. In making a given
deposit of Deposit Materials, Owner may
designate the Beneficiary in the Deposit
Land Management Software
City of Round Rock, TX
fails to comply with this.
(a) Deposit inventory Form. Owner will submit
with the Deposit Materials a completed
Deposit Inventory Form. Such Deposit
Inventory Form shall be a representation by
Owner to each Beneficiary and EscrowTech
that the Deposit Materials conform to the
descriptions and identifications in the
Deposit Inventory Form.
(b) Confirmation. To confirm receipt of the
Deposit Materials, EscrowTech will mail or
otherwise deliver a copy of the Deposit
Inventory Form to Owner and each
Beneficiary.
(c) Deficiency. if a Beneficiary believes that the
Deposit Materials, as identified in the Deposit
Inventory Form, are deficient (e.g.,
incomplete or inadequate) or if there is some
other problem, then the Beneficiary shall
notify Owner and resolve the matter with
Owner. It is Owner's responsibility to deposit
all required Deposit Materials.
(d) Reproducible. It is Owner's responsibility to
ensure that the Deposit Materials provided
by Owner (including, without limitation those
on any electronic media - e.g., CD-ROMs,
magnetic tapes, etc.) are provided in a
reproducible form.
(e) Verification. EscrowTech is not responsible
for verifying the completeness, accuracy,
suitability, state, format, safety, quality, or
content of the Deposit Materials. However,
at the request of any Beneficiary or
Beneficiaries, EscrowTech may conduct
technical verifications of Deposit Materials
for such Beneficiary or Beneficiaries in
accordance with a Technical Verification
Addendum to this Agreement. The
requesting Beneficiary or Beneficiaries must
pay EscrowTech's then -current fees plus
expenses for the technical verifications.
(f) Designated Beneficiary Option. If certain
Deposit Materials apply only to one
Beneficiary (e.g., the Software is customized
for a given Beneficiary), then Owner has the
option of depositing such Deposit Materials
nature in any state or foreign Jurisdiction) will impede,
delay or prevent the release of Deposit Materials to a
Beneficiary in accordance with the provisions of this
Agreement, and Owner hereby conveys and licenses to
EscrowTech such rights (including intellectual property
Page 17
Inventory Form. Only the designated
Beneficiary will have escrow rights (and
potentially release rights) with respect to
these Deposit Materials. Except for this
restriction, the other terms and conditions of
this Agreement shall apply thereto. It is the
responsibility of Owner to clearly indicate the
designated Beneficiary. Owner may
designate more than one Beneficiary, and in
such case each of the designated
Beneficiaries will be a designated Beneficiary
as described above. The Beneficiary Fee for
each designated Beneficiary will be increased
as provided in Exhibit B.
8. Replacement of Obsolete Deposit Materials. Owner
may identify for EscrowTech any Deposit Materials
which become obsolete, outdated or redundant and
instruct EscrowTech to destroy or return the identified
Deposit Materials. Such identification shall be made in
writing and must be consistent with the labeling and
identification used by Owner when the Deposit
Materials were delivered to EscrowTech or be
otherwise understandable to EscrowTech. The
Instructions to EscrowTech must be accompanied by
written permission from each affected Beneficiary for
EscrowTech to destroy or return the identified Deposit
Materials in accordance with Owner's instructions.
The "Deposit Materials" shall cease to include any
destroyed or returned Deposit Materials.
9. License Agreement. Owner and each Beneficiary have
entered Into one or more agreements identified in the
Beneficiary's Registration Form that relate to the
Software. For that Beneficiary, such agreement(s) is
(are) referred to herein as the "License Agreement."
This Software Escrow Agreement is "supplementary" to
the License Agreement within the meaning of Section
365(n) of the U.S. Bankruptcy Code (11 U.S.C. 365(n)).
If this Agreement and/or the License Agreement are/is
rejected by Owner as a debtor in possession or a
trustee or by any other person or entity under the U.S.
Bankruptcy Code, then the Beneficiary may elect to
retain its rights as provided in Section 365(n). The
Parties intend that no bankruptcy or bankruptcy
proceeding, petition, law or regulation (and no other
proceeding, petition, law or regulation of a similar
(d) Dispute. If Owner disputes the Beneficiary's
right to the Deposit Materials or otherwise
objects to their release, then Owner must
give written notice of such dispute or
objection to EscrowTech prior to the
Land Management Software
City of Round Rock, TX
rights) as are necessary to allow EscrowTech to lawfully
make such release and perform this Agreement. This
license is granted as of the date of this Agreement and
shall predate any bankruptcy petition subsequent to
such date.
10. Embodiments of Intellectual Property. The Parties
agree that the Deposit Materials are an "embodiment"
of "intellectual property" as those terms are used in
Section 365(n) of the U.S. Bankruptcy Code (11 U.S.C.
365(n)). The tangible Deposit Materials and any copies
thereof made by EscrowTech in accordance with this
Agreement are owned by EscrowTech, but such
ownership does not include ownership of any
copyrights or other intellectual property in or to the
Deposit Materials.
11. Release of Deposit Materials - Request of Beneficiary.
A Beneficiary will be entitled to receive the Deposit
Materials if the "Release Condition" described in the
applicable Beneficiary Registration Form occurs. The
following release procedure shall apply:
(a) Notice to EscrowTech. The Beneficiary shall
give written notice to EscrowTech informing
EscrowTech that the Release Condition has
occurred, and shall request EscrowTech in
writing to release the Deposit Materials to
Beneficiary.
(b) Notice to Owner. EscrowTech shall then
promptly send written notice to Owner of the
Beneficiary's notice and request for release.
Such notice will be sent by a "next day" or
"overnight" or "priority" or "express"
delivery service (e.g., Federal Express, UPS,
U.S. Express Mail, etc.) or will be delivered
personalty.
(c) Release and Waiting Period. Unless there is
a timely dispute or objection as provided in
Section 11 (d) below, EscrowTech shall
release the Deposit Materials to the
Beneficiary promptly after expiration of the
Waiting Period. The "Waiting Period" shall
be two weeks, beginning on the date that the
notice is sent by EscrowTech to Owner.
Beneficiary under (a) above.
12. Release of Deposit Materials - Owner's Instruction.
Upon receipt of notice and instruction from Owner and
the receipt of the Release Fee, EscrowTech shall
release the Deposit Materials to the Beneficiary
designated in the instruction.
Page 18
conclusion of the Waiting Period. If
EscrowTech receives such timely notice of
dispute or objection, EscrowTech will not
release the Deposit Materials to the
Beneficiary until the dispute is resolved by
Owner and the Beneficiary in accordance
with Section 19 or by court order. Such
resolution will determine whether or not the
Beneficiary is entitled to receive the Deposit
Materials. EscrowTech has no obligation to
determine whether or not the Beneficiary is
entitled to the Deposit Materials.
(e) Partial Release. If Owner believes that the
Beneficiary is entitled to a release of only a
portion of the Deposit Materials (e.g.,
Deposit Materials corresponding to
unlicensed versions - see (f) below), it Is the
responsibility of Owner to indicate this in a
written notice to EscrowTech and to clearly
identify in such notice the portion of the
Deposit Materials that should be released to
the Beneficiary and what should not be
released. This notice must be given promptly
and must be received by EscrowTech within
the above Waiting Period. If the Beneficiary
believes that it is entitled to more than said
portion of the Deposit Materials, then this
dispute shall be resolved in accordance with
Section 19.
(f) Unlicensed Versions. A Beneficiary is not
entitled to receive Deposit Materials
corresponding to Software versions not
licensed or provided by Owner to Beneficiary.
(For example, if the Deposit Materials
correspond to versions 1.0, 2.0, 2.1 and 3.0 of
the Software, but only versions 2.0 and 2.1
are licensed to the Beneficiary, then the
Beneficiary is only entitled to a release of the
Deposit Materials corresponding to versions
2.0 and 2.1.] If applicable, it Is the
responsibility of Owner under (e) above to
inform EscrowTech of the specific Deposit
Materials which should not be released to
the Beneficiary. In the absence of such
information, EscrowTech may release all of
the Deposit Materials requested by the
The Beneficiary Fee is first payable at the
time of registration. This entitles the
Beneficiary to registration for the remainder
of the contract year in which the Beneficiary
Fee is paid. Thereafter and until the
Beneficiary ceases to be a "Beneficiary" (see
Section 16), the Beneficiary Fee will be paid
Land Management Software
City of Round Rock, TX
13. Copies. Because there are multiple Beneficiaries under
this Escrow, any Deposit Materials released to
Beneficiaries under this Agreement may be in the form
of copies of the Deposit Materials. EscrowTech may
copy the Deposit Materials for the purposes of this
Agreement. Such copies shall be considered Deposit
Materials for the purposes of this Agreement.
14. Use of Released Deposit Materials. Deposit Materials
released to a Beneficiary under this Agreement may
only be used by the Beneficiary as permitted in its
Beneficiary Registration Form ("Permitted Use").
Owner hereby licenses the Beneficiary to practice the
Permitted Use. Although Beneficiary is not entitled to
receive any Deposit Materials until after a release
under this Agreement, thls Permitted Use license Is
granted as of the date the applicable Beneficiary
Registration Form is first signed by Beneficiary or
Owner and shall predate any bankruptcy petition
subsequent to such date. If this Agreement and/or the
License Agreement are/is rejected by Owner as a
debtor in possession or by a trustee or by any other
person or entity under the U.S. Bankruptcy Code, then
the Beneficiary may elect to retain this Permitted Use
license as part of the rights it may retain in accordance
with Section 365(n) of the U.S. Bankruptcy Code. This
shall not negate, prejudice or limit any other rights
which the Beneficiary may have.
15. Fees. EscrowTech shall receive the following fees and
payments:
(a) Annual Fee. Beginning on the date of this
Agreement and on each anniversary thereafter
until termination of the Escrow, Owner shall pay
an Annual Fee to EscrowTech in accordance with
the Fee Schedule (Exhibit B). The Annual Fee is
payable at the beginning of the contract year to
which it is applicable.
(b) Beneficiary Fees. For each Beneficiary, the
Beneficiary Fee will be paid to EscrowTech in
accordance with the Fee Schedule (Exhibit 8).
16. Termination of Beneficiary's Registration. A
Beneficiary's registration will terminate and the
Beneficiary will cease to be a "Beneficiary" under this
Agreement if any of the following occurs:
(a) The Beneficiary gives written notice of such
termination to EscrowTech.
(b) The Beneficiary's License Agreement
terminates. (If the License Agreement
Page 19
to EscrowTech in advance for each
subsequent contract year. "Contract years"
are based on the date of this Agreement and
anniversaries thereof.
(c) Excess Update Fee. Four Updates to the
Escrow per contract year are Included at no
extra charge. If more than four Updates are
made in a contract year, Owner shall pay the
Excess Update Fee (see Exhibit (i) to
EscrowTech for each extra Update. Any
deposits of Deposit Materials for designated
Beneficiaries under Section 7(f) shall be
deemed Updates for the purpose of this
Excess Update Fee.
(d) Release Fees. Each Beneficiary requesting a
release of any Deposit Materials under
Section 11 shall pay the Release Fee (see
Exhibit B) to EscrowTech. If any Deposit
Materials are released to a Beneficiary at the
instruction of Owner under Section 12,
Owner shall pay the Release Fee to
EscrowTech.
(e) Excess Storage Charges. If the storage
requirement for the Deposit Materials
exceeds two cubic feet, then Owner will pay
the Excess Storage Charge (see Exhibit B).
(f) Increases. The fees set forth in Exhibit13 are
fixed for the first three years of this
Agreement. Thereafter, fees are subject to
reasonable increase by EscrowTech upon
written notice. EscrowTech's then -current
fees shall be payable.
(g) Costs. Each Beneficiary shall pay EscrowTech
for reasonable costs incurred by EscrowTech
in releasing, copying and delivering the
Deposit Materials to the Beneficiary. All
other out-of-pocket costs reasonably
incurred by EscrowTech in connection with
this Agreement are reimbursable by the
applicable Beneficiary and Owner to
EscrowTech. Costs are not Included in the
above fees and are payable in addition to the
above Fees.
(a) EscrowTech shall either return the Deposit
Materials to Owner or destroy the Deposit
Materials, whichever Owner requests. If
destruction is requested, EscrowTech will
certify in writing to Owner that such
destruction has occurred.
(b) EscrowTech shall have no obligation or
liability to Owner or any Beneficiary after
termination.
Land Management Software
City of Round Rock, TX
consists of more than one agreement and if
less than all such agreements terminate, then
the License Agreement shall consist of the
unterminated agreements and the
Beneficiary shall continue as a "Beneficiary"
under this Agreement.) In the event of such
termination, the Beneficiary and Owner will
give written notice thereof to EscrowTech. If
such notice is given by Owner, but not the
Beneficiary, then EscrowTech may send
notice thereof to Beneficiary and if
EscrowTech does not receive a written
objection from Beneficiary within three
weeks after the date of EscrowTech's notice,
then EscrowTech may terminate the
Beneficiary's registration.
(c) The Beneficiary breaches this Agreement and
does not cure such breach within 30 days of
written notice of such breach, and
EscrowTech gives notice of termination to
the Beneficiary.
(d) The Escrow terminates.
EscrowTech will have no obligation or liability to the
Beneficiary after termination of its registration.
Termination of a Beneficiary's registration shall not
affect the other Beneficiaries,
17. Termination of Escrow. Subject to Section 18, this
Escrow may be terminated by either Owner or
EscrowTech upon 90 days advance written notice of
termination to the other Party and to the Beneficiaries.
Termination will not be effective until the end of the 90
day period (and any extension pursuant to Section 18).
If a Release Condition occurs and EscrowTech is given
written notice thereof under Section 11(a) prior to the
date of termination, then the Escrow will not terminate
without the written consent of the affected
Beneficiaries. Upon termination of the Escrow, the
following shall apply:
finally settled by arbitration conducted in accordance
with the commercial arbitration rules of the American
Arbitration Association or its successor. The disputing
Parties shall attempt to mutually agree upon a neutral
arbitrator. If the disputing Parties cannot reach such
agreement, they shall request the American Arbitration
Association or its successor to designate a neutral
arbitrator. Any arbitration involving EscrowTech as a
party shall be conducted In Salt Lake City, Utah. Any
arbitration to which EscrowTech is not a party shall be
conducted in Owner's city as indicated at the beginning
Page 20
(c) Termination of the Escrow shall not affect
any rights and licenses granted to
EscrowTech or a Beneficiary with respect to
Deposit Materials released to (or which
should be released to) the Beneficiary
because of a Release Condition occurring
prior to the date of termination.
18. Establishment of Substitute Escrow. During
the 90 day period under Section 17, Owner
shall establish a substitute escrow of the
Deposit Materials with a third party escrow
agent for the benefit of each Beneficiary.
The substitute escrow must be approved by
the Beneficiary, but such approval will not be
unreasonably withheld or delayed. If
necessary, this matter shall be resolved in
accordance with Section 19. If more than 90
days is needed to establish the substitute
escrow and If EscrowTech receives written
notice from Owner or a Beneficiary of such
need prior to the end of such 90 days, then
the 90 day period under Section 17 shall be
extended as reasonably necessary and the
Escrow shall not terminate until EscrowTech
receives written notice from Owner that the
substitute escrow has been established and
approved. Owner has no obligation to
establish a substitute escrow if all License
Agreements for all Beneficiaries have
terminated or if none of the Beneficiaries
request a substitute escrow within three
weeks after an written inquiry thereof from
Owner to each Beneficiary.
19. Dispute Resolution. In the event of any dispute
between any two or more of the Parties relating to this
Agreement or the Escrow, they shall first seek to settle
the dispute by mutual agreement. If they have not
reached a settlement within one week, then any
disputing Party may thereafter submit the dispute to
arbitration, and if so submitted, such dispute shall be
depository only and is not responsible or liable for the
completeness, accuracy, suitability, state, format,
safety, quality, content, sufficiency, correctness,
genuineness or validity of the Deposit Materials or any
document submitted to EscrowTech or the execution
of the same or the identity, authority, or rights of any
person executing or depositing the same. EscrowTech
is not responsible for any loss of Deposit Materials due
to defective, outdated, or unreliable storage media
(e.g., CO ROMs, magnetic tape, disks, etc.) or for the
degradation of storage media.
Land Management Software
City of Round Rock, TX
of this Agreement. This Section does not apply to any
dispute between two Beneficiaries that does not
include EscrowTech or Owner as a party to such
dispute. The institution of any arbitration proceeding
hereunder shall not relieve any Party of its obligation
to make payments under this Agreement. The decision
by the arbitrator shall be binding and conclusive upon
the Parties, their successors, assigns and trustees and
they shall comply with such decision in good faith, and
each Party hereby submits itself to the jurisdiction of
the courts of the place where the arbitration is held,
but only for the entry of judgment or for the
enforcement of the decision of the arbitrator
hereunder. Judgment upon the award may be entered
in any court having jurisdiction.
20. Protection of Deposit Materials. EscrowTech shall
keep the Deposit Materials delivered to it In secure
storage and shall keep the contents thereof
confidential. If any of the Deposit Materials are
damaged, destroyed or lost by fire, theft, accident, or
other mishap or cause, Owner shall promptly submit to
EscrowTech such Updates or replacements as are
necessary to replace the damaged, destroyed or lost
Deposit Materials. There shall be no Excess Update
Fees charged for such Updates or replacements.
21. Indemnification. In the event that EscrowTech takes
any action or inaction at the request or demand of
Owner or a Beneficiary, then the Owner or Beneficiary
making such request or demand shall Indemnify and
hold harmless EscrowTech and its directors, officers,
employees, shareholders, and representatives from
and against any and all liabilities, claims, judgments,
damages, losses and expenses, including attorneys'
fees, arising out of or relating to such action or
inaction.
22. Depository Only. EscrowTech acts hereunder as a
LIABILITY TO OWNER AND THE BENEFICIARIES SHALL
NOT EXCEED THE TOTAL FEES PAiD TO ESCROWTECH
UNDER THIS AGREEMENT. IN NO EVENT SHALL
ESCROWTECH BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES OR LOSS OF PROFITS, REVENUES OR
BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
28. Interpretation. The wording used In this Agreement is
the wording chosen by the Parties to express their
mutual Intent, and no rule of strict construction shall
be applied against or in favor of any Party. Section
Page 21
23. Uncertainty. Notwithstanding anything In this
Agreement to the contrary, if EscrowTech is uncertain
as to any duty, obligation, demand, or right,
EscrowTech may hold the Deposit Materials and refrain
from taking any action and wait for a final resolution
under Section 19 or a court order.
24. Reliance. EscrowTech shall not incur any liability in
acting upon any notice, request, waiver, consent,
receipt or other paper or document believed by
EscrowTech to be genuine and to be signed by the
proper party or parties, or in acting upon any
resolution under Section 19 or any court order.
25. Extraordinary Services. in addition to the fees and
charges for the usual services of EscrowTech under
this Agreement (see Section 15 and Exhibit B),
EscrowTech shall be entitled to additional reasonable
compensation should EscrowTech be requested or
required to perform any additional or extraordinary
service; and EscrowTech shall be reimbursed for any
out-of-pocket expenses (including, without limitation,
travel expenses and fees of counsel) reasonably
incurred in connection with such additional or
extraordinary services. Extraordinary services include,
but are not limited to, any involvement of EscrowTech,
at the request or demand of Owner or a Beneficiary, in
any arbitration or litigation between Owner and the
Beneficiary.
26. Disclaimer. ESCROWTECH MAKES NO WARRANTY NOT
EXPRESSLY SET FORTH HEREIN. ANY IMPLIED
WARRANTIES ARE DISCLAIMED AND EXCLUDED BY
ESCROWTECH.
27. Limitation on Liability. FOR ANY AND ALL CLAIMS
AND CAUSES OF ACTION (INCLUDING WITHOUT
LIMITATION BREACH OF CONTRACT, TORT,
MALPRACTICE, ETC.), ESCROWTECH'S AGGREGATE
32. Notices. All notices under this Agreement shall be in
writing and shall be delivered to the address indicated
for the intended Party at the beginning of this
Agreement or, in the case of a Beneficiary, on
Beneficiary's Registration Form, or to such substitute
address as any Party may designate for itself by proper
notice to the other Parties. It is the responsibility of
each Party to keep the other Parties informed of its
address and telephone and fax numbers (except that a
Beneficiary is not obligated to keep other Beneficiaries
informed of this information).
33. Modification. This Agreement may only be modified,
Land Management Software
City of Round Rock, TX
headings are for convenience only, and do not limit or
affect the provisions of this Agreement or their
interpretation.
29. Entire Agreement. This Agreement constitutes the
entire agreement of the Parties relating to the Escrow.
This Agreement sets forth all the duties and obligations
of EscrowTech with respect to any and all matters
relating to this Agreement, the Escrow or the Deposit
Materials. EscrowTech has no implied duties or
obligations.
30. Force Majeure. Except for obligations to make
payment, no Party shall be liable for any failure to
perform arising from causes beyond its control,
including, but not limited to, fire, storm, flood,
earthquake, explosion, accident, theft, terrorism, acts
of public enemies, war, Insurrection, sabotage, illness,
labor disputes or shortages, product shortages, failure
or delays in transportation, Inability to secure
materials, parts or equipment, acts of God, or acts of
any governmental authority or agency thereof.
31. Governing Law. This Agreement, the Escrow and the
relationship of EscrowTech with Owner and each
Beneficiary shall be governed and construed under
and in accordance with the laws of the state of Utah
without regard to conflict of laws principles.
Furthermore, in the event of any litigation or
arbitration between EscrowTech and Owner or
between EscrowTech and any Beneficiary, such
litigation or arbitration shall be conducted exclusively
in Salt Lake City, Utah and the Parties hereby agree
and submit to such jurisdiction and venue.
Page 22
amended or rescinded by a writing signed by all
affected Parties.
34. Assignment. This Agreement may be assigned by a
Party to a successor who acquires substantially all of
such Party's business assets relevant to the subject
matter of this Agreement. The assigning Party shall
give notice thereof to the other affected Parties and
shall deliver to such other affected Parties a copy of
the successor's written agreement to accept or assume
this Agreement.
35. Execution. This Agreement may be executed in any
number of counterparts, each of which shall be
deemed an original, but all of which taken together
shall constitute one and the same instrument. The
persons signing below represent that they are duly
authorized to execute this Agreement for and on
behalf of the Party for whom they are signing.
Land Management Software
City of Round Rock, TX
A. SOFTWARE
Name of "Software":
SOFTWARE ESCROW AGREEMENT (EXHIBITS)
EXHIBIT A
TRAKiT (includes all modules of TRAKiT, including eTRAK1T and MoblleTRAK)
B. DEPOSIT MATERIALS
Owner shall deliver to EscrowTech the following "Deposit Materials" to be held in the Escrow:
Source code for the Software and electronic version of documentation.
C. UPDATES
If and as any new version of, update to, or replacement for any Software is released, licensed or provided under a License
Agreement to a Beneficiary, Owner shall update the Deposit Materials by delivering to EscrowTech the corresponding new
version of, update to, or replacement for the Deposit Materials ("Updated Deposit Materials" or "Updates"). Owner shall
keep the Deposit Materials in the Escrow current with the Software licensed or provided by Owner under the License
Agreements. However, Owner shall not be obligated to provide Updates more frequently than two (2) times per contract
year.
EXHIBIT B
Release Fee
(only if release occurs)
Fee Schedule'
$100 per Beneficiary See Section 15 (d)
1 These fees are fixed for the first three years of this Agreement. Thereafter, these fees are subject to reasonable increase by
EscrowTech upon written notice.
Page 23
Land Management Software
City of Round Rock, TX
SOFTWARE ESCROW AGREEMENT
BENEFICIARY REGISTRATION FORM
Owner: CRW Systems, Inc. Escrow No. 5794 -MB
Beneficiary: City of Round Rock, TX
Carolyn Brooks, Purchaser
221 E. Main Street
Round Rock, TX 78664
Phone: (512) 218-5457
Fax: (512) 218-7028
Email: cmb@round-rock.tx.us
This Beneficiary Registration Form applies to the above -Identified Escrow and the Software Escrow Agreement dated November 21,
2003 to which Owner and EscrowTech International, Inc. ("EscrowTech") are parties (the "Escrow Agreement").
Owner and Beneficiary have entered Into one or more other agreements identified below:
AGREEMENT FOR THE INSTALLATION AND USE OF
PERMIT, PLANNING and CODE ENFORCEMENT SOFTWARE
Such agreement(s) (Including addendums or amendments thereto, if any) is (are) referred to In the Escrow Agreement as the "License
Agreement."
Beneficiary has received and reviewed a copy of the Escrow Agreement. Beneficiary agrees to the terms and conditions of the Escrow
Agreement and is hereby made a Party thereto. Beneficiary is entitled to the rights and benefits of a "Beneficiary" under the Escrow
Agreement and accepts the obligations of a "Beneficiary" under the Escrow Agreement.
Appendix 1, attached hereto, is part of this Beneficiary Registration Form and describes the Release Condition and Permitted Use
applicable to the Beneficiary under the'Escrow Agreement.
Date of this Beneficiary Registration: October 1, 2010
ACCEPTED AND AGREED TO BY BENEFICIARY AND OWNER:
Benej ry: City of Round Rock, Texas
pel
Authorized Signature
Owner: CRW Systems, Inc.
Authorized Signat
For EscrowTech Only!
Date Received by EscrowTech: EscrowTech Signature:
Page 24
Land Management Software
City of Round Rock, TX
SOFTWARE ESCROW AGREEMENT
BENEFICIARY REGISTRATION FORM
APPENDIX 1
RELEASE CONDITION
The Release Condition shall be deemed to have occurred if any of the following is satisfied:
a. Owner files a petition for protection under the U.S. Bankruptcy Code, or an involuntary petition in bankruptcy is filed
against Owner and is not dismissed within 60 days thereafter.
b. Owner defaults in its obligation to provide maintenance and support services as required by the License Agreement (or any
other contract with Beneficiary), and fails to cure such default within 10 days after receiving written notice of the default
from Beneficiary. The notice must describe the default and state the action which Beneficiary believes is necessary to cure
the default.
c. Beneficiary becomes entitled to a release of the Deposit Materials (i.e., source code for the Software) pursuant to the terms
of the License Agreement.
PERMITTED USE OF RELEASED DEPOSIT MATERIALS
In the event that the Deposit Materials are released to Beneficiary, the following shall apply:
a. Beneficiary may only use the Deposit Materials to maintain, modify and enhance the Software. The maintained, modified
and enhanced Software may only be used in accordance with the License Agreement.
b. Beneficiary may not disclose the Deposit Materials to any third party and shall keep the Deposit Materials confidential,
except as provided below.
c. Beneficiary may engage the services of independent contractors (e.g., computer programmers or an outsourced
maintenance service) to assist Beneficiary in exercising its Permitted Use rights. Each such independent contractor must
agree in writing that it/he/she will not disclose or transfer the Deposit Materials to any other person, and will not use the
Deposit Materials for any purpose other than to assist Beneficiary in exercising its Permitted Use rights. These restrictions
shall not limit or negate the rights, If any, of the independent contractor with respect to materials that are similar or
Identical to the Deposit Materials and are lawfully received by the independent contractor from a source other than
Beneficiary (e.g., a maintenance service that receives similar or identical materials from other beneficiaries or licensees).
d. Items a., b. and c. above are subject to such additional rights or limitations as may be set forth in a provision, if any, in the
License Agreement which addresses use of the released Deposit Materials by Beneficiary.
The Permitted Use is a fully paid-up license and may not be revoked, terminated or rejected without Beneficiary's written consent.
This Permitted Use license also includes the right to use and copy the binary, executable and object code versions of the Software
and the maintained, modified and enhanced versions of Software created from or with the Deposit Materials.
Page 25
Land Management Software
City of Round Rock, TX
City of Round Rock
REQUEST FOR PROPOSALS
LAND MANAGEMENT SOFTWARE
PART I
GENERAL INFORMATION
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
1. PURPOSE:
1.1. The City of Round Rock requests proposals from qualified firms capable of providing a Land Management Software
(LMS) solution for the City based on best practice requirements, benchmark standards, and stakeholder input.
2. BACKGROUND:
In 2008-09, the City hired a consultant, Plante & Moran, to review the major information systems and processes throughout
the City and make recommendations based on best practice and current technology. Plante & Moran identified Land
Management as a City business area that could benefit most from the application of an integrated technology solution. The
Land Management Project has been divided into two distinct phases: Land Development and Infrastructure Management.
Each phase will be addressed by separate RFP's. This RFP addresses Phase I — Land Development.
2.I. The requirements listed in this document were developed through a series of workshops and meetings held by the
LMS project team with City employees and members of the development community that participate in the land
development process. Separate workshops and meetings were held for intemal (City employees) and external
(development community) stakeholders. External participants included developers, engineers, surveyors, planners,
and several other disciplines that are involved in the land development process.
3. DEFINITIONS: The following definitions will be used for identified terms throughout the specification and proposal
document:
3.1. Agreement — a mutually binding legal document obligating the Vendor to furnish the goods, equipment or services,
and obligating the City to pay for it.
3.2. City — identifies the City of Round Rock, Travis and Williamson Counties, Texas.
3.3. Critical Requirements — mandatory elements of system functionality as identified by the City.
3.4. Deliverables - the goods, products, materials, and/or services to be provided to the City by Proposer if awarded the
agreement.
3.5. Goods - represent materials, supplies, commodities and equipment.
3.6. Land Develppment System — for the purposes of this RFP, the term refers to a subsection of Land Management.
Specifically, the processes involved in Land Development from the time of annexation through the point at which a
Certificate of Occupancy is issued. This includes the Development, Permitting, Inspections, Planning, Annexation,
Zoning, Platting, and Code Enforcement processes.
3.7. Land Management System — for the purposes of this RFP, the tern refers to a software system covering
Development, Permitting, Inspections, Planning (Zoning, Annexation, Platting, etc),Code Enforcement, CRM, Land
Asset Management, and Work Order Processes.
3.8. Preferred Features and Functionality - features and/or functionality that may present desirable enhancements to the
planned project.
3.9. Proposal - complete, properly signed response to a Solicitation that if accepted, would bind the Proposer to perform
the resulting agreement.
3.10. Proposer - identifies persons and entities that submit a proposal.
Page t of 16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
3.11. Purchase Order - an order placed by the Purchasing Office for the purchase of Goods or Services written on the
City's standard Purchase Order form and which, when accepted by the Proposer, becomes an agreement. The
Purchase Order is the Proposer's authority to deliver and invoice the City for Goods or Services specified, and the
City's commitment to accept the Goods or Services for an agreed upon price.
3.12. Services - work performed to meet a demand. The furnishing of labor, time, or effort by the vendor and their ability
to comply with promised delivery dates, specification and technical assistance specified.
3.13. Subcontractor - any person or business enterprise providing goods, labor, and/or services to a Vendor if such goods,
equipment, labor, and/or services are procured or used in fulfillment of the Vendor's obligations arising from an
agreement with the City.
3.14. Vendor (sometimes referred to as Contractor) - a person or business enterprise providing goods, equipment, labor
and/or services to the City as fulfillment of obligations arising from an agreement or purchase order.
4. CONFLICT OF INTEREST
4.1. Effective March 1, 2006, Chapter 176 of the Texas Local Government Code (House Bill 914) requires that any
vendor or person considering doing business with a local government entity disclose the vendor or person's
affiliation or business relationship that might cause a conflict of interest with a local government entity. The
Conflict of Interest Questionnaire form is available from the Texas Ethics Commission at wn w.etbics.state.tx.as.
Completed Conflict of Interest Questionnaires may be mailed or delivered by hand to the City Secretary. If mailing
a completed form, please mail to:
City, of Round Rock
City, Secretary
221 East Main Street
Round Rock, Texas 78664-5299
4.2. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest may automatically result in
the disqualification of the vendor's proposal.
5. CITY CONTACT: All responses for Request for Proposals (RFP), as well as any questions, clarifications or requests for
general information are to be directed to:
Randy Barker
Purchasing Supervisor
221 East Main Street
Round Rock, TX 78664-5299
Telephone (512) 2I8-3295
Fax (512) 218-7028
rbarkerarou nd-rock.tx.us
5.1. The individual above may be contacted for clarification of the specifications of this Request for Proposals only. No
authority is intended or implied that specifications may be amended or alternates accepted prior to closing date
without written approval of the City. Under no circumstances will private meetings be scheduled between Proposer
and City staff.
6. EX PARTE COMMUNICATION:
6.1. Please note that to insure the proper and fair evaluation of a proposal, the City prohibits ex parte cotmnunication
(e.g., unsolicited) initiated by the Proposer to a City Official or Employee evaluating or considering the proposals
prior to the time a formal decision has been made. Questions and other communication from vendors will be
permissible until 5:00 pm on the day specified as the deadline for questions. Any communication between Proposer
and the City after the deadline for questions will be initiated by the appropriate City Official or Employee in order to
obtain information or clarification needed to develop a proper and accurate evaluation of the proposal. Ex parte
communication may be grounds for disqualifying the offending Proposer from consideration or award of the
solicitation then in evaluation, or any future solicitation.
Page 2 of 16
7. PROPOSAL SCHEDULE:
7.1. It is the City's intention to comply with the following proposal timeline:
7.1.1. Request for Proposals released
7.1.2. Pre -Proposal Conference Call
7.1.3. Deadline for questions
7.1.4. City response to all questions/addendums
7.1.5. Responses to RFP due by 3:00 p.m. CDT
March 13, 2010
March 24, 2010
April 2, 2010
April 9, 2010
April 16, 2010
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
NOTE: These dates represent a tentative schedule of events. The City reserves the right to modify these dates at
any time, with appropriate notice to prospective Proposer.
7.2. All questions regarding the RFP shall be submitted in writing (either electronically, fax, or regular mail) by 5:00 pin
CDT on April 2, 2010 to above named City Contact. Ail interested firms will be provided with a copy of the
questions submitted and the City's response. Questions shall be submitted to the contact named above.
8. PRE -PROPOSAL CONFERENCE CALL;
8.1 The City will conduct a Pre -Proposal Conference Call for all interested Proposers to familiarize them with the
requested services and to give all potential Proposers an opportunity to ask questions they may have concerning this
service. Proposers desiring to participate in the Pre -Proposal Conference Call shall furnish an email address to the
above named City Contact no later than 5:00 p.ni. CDT, March 22, 2010. Participants will be notified by email
with access instructions prior to the event. A summary of the Pre -Proposal Conference Call will be sent to alt known
interested vendors and posted on the City website www.roundrocktexas.gov/bids as soon as possible after the event.
Date:
Time:
Wednesday, March 24, 2010
2:30 — 4:00 p.m., CDT
9. PROPOSAL DUE DATE:
9.1. Sealed proposals are due no later than 3:00 p.ni. CDT, Aprit 16, 2010 to the office of the Purchasing Department.
Mail or carry sealed proposals to:
City of Round Rock
Attn: Randy Barker
221 East Main Street
Round Rock, Texas 78664-5299
9.2. Proposals received after this time and date will not be considered.
9.3. Sealed proposals shall be clearly marked "DO NOT OPEN — RFP 10-018 Land Management Software".
9.4. Facsimile or electronically transmitted proposals are not acceptable.
9.5. Each proposal and each proposal variation shall be submitted in one (1) original and three (3) copies.
10. PROPOSAL SUBMISSION REOUIREMENTS: Interested and qualified firms or teams shall:
10.1. Submit one (1) original and three (3) copies of materials that demonstrate their experience in performing projects of
this scale and complexity.
10.1.1. Additionally, the City requests inclusion of an electronic copy of the proposal in PDF format identical to
original submittal. Electronic copy is preferred in CD/DVD media.
10.2. Proposal Format - To assist in a consistent and thorough evaluation of submittal content, all proposals shall include
sectional information identified and sequenced in the following format:
10.2.1. Understanding of Scope of Work and Phase I components
10.2.2. Project Management Plan
10.2.2.1.1. Project timeline outlining the steps the finn would take in the implementation of the project.
Page 3 of 16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
10.2.2.1.2. A representative list of projects of a scale and complexity similar to the project being
considered by the City. The list shall include the project location, client, services provided by
your firm for the project, term of sponsorship and an owner contact name.
10.2.2.2. Project Team
10.2.2.2.1. Identification of the firm/team responding to the RFP to include a brief summary
of team member experiences.
10.2.2.2.2. A summary demonstrating the finn's/team's qualifications to satisfy all the
technical areas identified in the specification.
10.2.2.3. Subcontractors: Identify any subcontractors to be used for this project. Experience,
qualifications and references of the subcontractors shall be submitted. The City reserves the
right to approve or disapprove all subcontractors prior to any work being performed.
10.2.3. Functional Requirements as per specification
10,2.4. Technical Proposal
10.2.4.1. Proposed integration with existing GIS
10.2.5. Cost Proposal
10.2.6. Testing
10.2.7. Training
10.2.8. Post -Implementation Support
10.2.9. Phase I1 information if applicable or available
10.2.10. References: Provide the name, address, telephone number and point of contact of at least three clients that
have utilized the same or similar product and services within the last 3 years. References may be checked
prior to award. Any negative responses received may result in disqualification from consideration for
award. Failure to include references with submittal may result in disqualification front
consideration for award.
11. PROPOSER PROFILE
11.1. Provide the following information about your firm:
11.1.1. Firm name and business address, including telephone number.
11.1.2. Year established (include former firm names and year established, if applicable).
11.1.3. The number of installations your company has dealt with involving the proposed software solution.
1I.1.4. Office locations (relative to this project).
11.1.5. Number of current contracts and contract amounts.
11.1.6. Current limits of professional liability insurance.
12. STAFFING:
12.1. Project Organization
12.1.1. Vendor shall describe project organization for planning, implementation, and post -implementation
operations.
12.1.2. Vendor shall include organizational structure resources available, including number of staff and Iocations.
12.2. Key Personnel
12.2.1. Project manager's naive, mailing address, email address, telephone number, and resume. The project
manager shall have the responsibility and authority to act on behalf of the firm in matters relating to the
proposed project.
Page 4 of 16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
12.2.2. Proposer shall include the names and resumes for all key personnel who will be involved in this project.
Each member of the project team shall be described in terms of position in the firm and on the project
team, relevant projects the person has worked on in the past and their particular responsibilities for this
project, along with their resumes. Describe the GIS experience of key team members that will be
responsible for integrating the LMS with GIS.
12.3. Change of Project Personnel
12.3.1. Any change of assignment or responsibility for employees identified as key personnel in this project are
subject to prior notification and approval by the City.
13. ASSURANCES. ERRORS. AND OMISSIONS:
13.1. A brief statement providing assurances that the Proposer shall be cognizant of, comply with and enforce all
applicable Federal, State and Local statutes and ordinances and a description of the proponent's methodology for
handling errors and omissions in the project management and implementation as part of this project.
14. CONFIDENTIALITY OF PROPOSAL CONTENT:
14.1. All proposals submitted in response to this RFP shall be held confidential until an agreement is awarded. Following
the agreement award, proposals are subject to release as public information unless the proposal or specific parts of
the proposal can be shown to be exempt from the Texas Public Information Act. Proposers are advised to consult
with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or
any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on
behalf of potential Proposers.
14.2. If a Proposer believes that a proposal or parts of a proposal are confidential, then the Proposer shall so specify. The
Proposer shall stamp in bold red letters the tern "CONFIDENTIAL" on that part of the proposal, which the
Proposer believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All
proposals and parts of proposals that are not marked as confidential will be automatically considered public
information after the agreement is awarded.
15. CLARIFICATION OF PROPOSALS:
15.1. The City reserves the right to request clarification or additional information specific to any proposal after all
proposals have been received.
16. EVALUATION CRITERIA: All proposals received shall be evaluated based on the best value for the City by considering
all or part of the criteria listed below, as well as any relevant criteria specifically listed in the solicitation:
16.1. Price;
16.2. Long-term cost to the City to acquire Proposer's goods and services;
16.3. The extent to which the goods or services meet the City's needs;
16.4. Completeness, technical competence and clarity of the proposal;
16.5. Project process and outline;
16.6. Compliance with requested form and information;
16.7. Reputation of the Proposer and the Proposer's services;
16.8. Technical expertise;
16.9. Client list/sponsor reference and experience;
16.10. Proposer's past relationship with the City. All vendors will be evaluated on their past performance and prior
dealings with the City to include, but not limited to, failure to meet specifications, poor quality, poor workmanship,
late delivery.
Page 5 of 16
RFP I0-018
Specification No. 10-208-53
DATE: March 2010
17. EVALUATION PROCESS;
17.1. A committee comprised of City Staff and others as appropriate will review the responses to the RFP and may
develop a short list of firms/teams.
17.2. Interviews and/or demonstrations may be conducted with any responding firms/teams to discuss their qualifications,
resources, and availability to provide the services requested.
17.2.1. Upon completion of the evaluation, the selection committee may recommend a firm/team for the project
identified.
17.2.2. An agreement with the recommended firm/team for the project will then be negotiated. This process will
be completed with the City Council's authorization to the Mayor for the execution of the agreement or the
execution of the agreement by the City Manager.
17.3. The City will not provide compensation or defray any cost incurred by any firm related to the response to this
request. The City reserves the right to negotiate with any and all persons or firms. The City also reserves the right
to reject any or all proposals, or to accept any proposal deemed most advantageous, or to waive any irregularities or
informalities in the proposal received, and to revise the process and/or schedule as circumstances require.
PART II
GENERAL TERMS AND CONDITIONS
1. AGREEMENT:
1.1. The tenn of the Agreement resulting from the solicitation shall be until full and satisfactory completion of the work
specified herein is achieved.
1.2. The Agreement shall remain in full force and effect unless and until it expires by operation of the term negotiated
between the City and Vendor during the contractual process or until terminated or extended as provided.
1.3. The City Manager reserves the right to:
1.3.1. Review the following at the end of each twelve-month review period or renewal:
1.3.1.1. Vendor performance;
1.3.1.2. Price;
1.3.1.3. Continuing need;
1.3.1.4. Advancements in technologies and/or service;
1.3.1.5. Funding as appropriated by governing body.
1.3.2. The City may terminate the Agreement with or without cause or may continue through the next twelve-
month review or renewal period.
1.3.3. Proposer shall include expected Agreement term relative to cost elements in proposal.
2. ?RICE: The agreement price shall be firm for the duration of the agreement or extension periods.
2.1. In the event of anticipated cost increase, vendor may submit request to City in written format at least 30 days prior
to effective increase. Such requests shall include documentation of increased costs contributing to request.
2.1.1. The City reserves right of final approval of submitted cost increases. If approved, vendor will be notified
in written format by City representative.
2.2. No separate line item charges shall be permitted for either proposal or invoice purposes, which shall include
equipment rental, demurrage, costs associated with obtaining permits or any other extraneous charges.
3. INTERLOCAL, COOPERATIVE CONTRACTING: Other governmental entities within the State of Texas may be extended
the opportunity to purchase off of the City's solicitation, with the consent and agreement of the successful vendor(s) and the City.
Such consent and agreement shall be conclusively inferred from lack of exception to this clause in vendor's response. However,
Page 6 of 16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
all parties indicate their understanding and all parties hereby expressly agree that the City is not an agent of, partner to, or
representative of those outside agencies or entities and that the City is not obligated or liable for any action or debts that may arise
out of such independently -negotiated "piggyback" procurements.
4. INDEMNIFICATION: The successful Proposer shall indemnify, save harmless and exempt the City, its officers, agents,
servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs,
expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this quote and arising out
of a willful or negligent act or omission of the successful Proposer, its officers, agents, servants, and employees; provided,
however, that the successful Proposer shall not be liable for any suits, actions, legal proceedings, claims, demands, damages,
costs, expenses and attorney fees arising out of a willful or negligent act or omission of the City, its officers, agents, servants
and employees, or third parties.
5. INSURANCE: The successful Proposer shall meet or exceed ALL insurance requirements set forth by the City as identified
in Attachment A to the specifications. Any additional insurance requirements of participating or cooperative parties will be
included as subsequent Attachments and shall require mandatory compliance.
6. VENUE: The agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue shall
be in the applicable couri, Williamson County, Texas.
7. DISCLOSURE OF LITIGATION:
7.1. Each Proposer shall include in its proposal a complete disclosure of any civil or critninal litigation or investigation
pending which involves the Proposer or in which the Proposer has been judged guilty.
8. RIGHT TO REPRODUCE DOCUMENTATION AND OTHER INFORMATION:
8.1. The City shall have the right to reproduce any and all manuals, documentation, software or other information stored
on electronic media supplied pursuant to the agreement at no additional cost to the City, regardless of whether the
same be copyrighted or otherwise restricted as proprietary information; provided, however, that such reproductions
shalt be subject to the same restrictions on use and disclosure as are set forth in the agreement.
8.2. The Awarded Proposer agrees to execute any non-exclusive copyright assignments or reproduction authorizations
that may be necessary for the City to utilize the rights granted in this subparagraph.
9. INDEPENDENT CONTRACTOR:
9.1. It is understood and agreed that the Contractor shall not be considered an employee of the City.
9.2. The Contractor shall not be within protection or coverage of the City's Worker Compensation insurance, Health
Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect.
1. SCOPE OF WORK:
1.2.
PART III
SPECIFICATIONS
The City of Round Rock Land Management System (LMS) Project Phase I will evaluate, select and implement an
automated system to help the City manage the process of land annexation, zoning, platting, site development,
permitting, inspections, and code enforcement. The proposed system will track the land management activities,
assist with a structured workflow, and record significant milestones and documentation.
The proposed scope of the project includes:
1.2.1. Project planning and management;
1.2.2. Land Development process review and any module customizations;
Page 7 of 16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
1.2.3. Software installation and impletnentation to include mobile technologies as required for field personnel
1.2.4. Providing report development and customizations;
1.2.5. Conduct Beta Testing before delivery;
1.2.6. Providing knowledge transfer to the City's functional and technical Subject Matter Experts (SMEs);
1.2.7. Providing post -implementation support;
1.2.8. Vendor shall provide data migration and conversion of existing Excel spreadsheets, Access databases, SQL
databases, Word documents, and paper documents.
1.2.8.1. The amount of data to be converted by the City is undetermined at release of the RFP.
Selected vendor shall provide cost options in proposal for data conversion. The City will
determine extent of desired data to be migrated through consultation with selected vendor.
1.3. The City recognizes that multiple options exist to meeting the project scope. Please outline in detail alt options you
can provide and indicate your preferred solution. Possible solutions include but are not limited to:
1.3.1. City hosts hardware and software;
1.3.1.1. Virtual environment using VMWare
1.3.1.2. Physical server environment
1.3.2. Vendor hosts hardware and software.
1.4. Proposers are encouraged to provide alternatives and options in their proposals that may create operational
efficiencies, cost savings, or service improvements for the City.
1.4.1. All alternatives and options may be considered;
1.4.2. Alternative pricing shall also be included.
2. PHASE I:
2.1. Phase I is intended to include selection, procurement and implementation of software to support the following
business functions. Cost estimates for this RFP will be based on Phase I functionality only:
2.1.1. Land Annexation
2.1.2. Zoning
2.1.3. Site Development
2.1.4. Permitting
2.1.5. Platting
2.1.6. Inspections
2.1.7. Code Enforcement
3. PHASE II:
3.1. Phase II will be conducted as a separate project and is intended to include selection, procurement and
implementation of software to support the following business functions. Detailed proposals for this phase will be
addressed in a separate Phase II RFP. Vendors are encouraged to submit with their Phase I proposal any relevant
information and pricing structure on the following modules which niay be considered as value added elements in the
evaluation:
3.1.1. Asset Management
3.1.1. Customer Relations Management (CRM)
3.1.2. Work Orders
Page 8of16
RFP 10-018
Specification No. 10-208-53
DATE: March 2010
4. OPERATING ENVIRONMENT:
4.1. Current Environment
4.1.1. Software
4.1.1.1. Windows Server 2008
4.1.1.2. Microsoft Exchange Server 2k7
4.1.1.3. Client Operating System XP or higher
4.1.1.4. McAfee 8.5i or 8.7i
4.1.1.5. SQL Server 2005 or higher
4.1.1.6. ESRI Arc GIS/Arc SDE/ ARC Server 9.3.1 or higher
4.1.1.7. Microsoft Office 2003 or higher
4.1.2. Hardware
4.1.2.1. Combination of Physical Server environment and VMWare Clustered Host with High
Availability (HA) and Dynamic Resource Scheduling (DRS). Each host has 2 quad core
processors and 32 GB of Memory, 6 Network Interface Connectors (NICs) and a Host Bus
Adapter (HBA) connection to a Compellent Storage Array Network (SAN. Preference is for a
virtual environment
5. SYSTEM FUNCTIONAL REOUIREMENTS
5.1. Proposers shall outline in detail how or if the proposed system satisfies the following requirements. This is the
Vendor's opportunity to explain their approach to the City's requirements as described in the RFP. Careful
consideration will be given to each separate response to gauge the Vendor's grasp of the unique needs of the City.
5.1.1. Critical Requirements — Proposers shall address all identified mandatory elements in response to the
RFP.
5.1.2. Preferred Features and Functionality - The City has determined features and/or functionality that may
present desirable enhancements to the planned project. Proposers are encouraged to address the approach
offered by their solution in the response.
5.2. Tracking
5.2.1. Critical RequirementsZ
5.2.1.1. Parcel Based Tracking (with project cross reference)
5.2.1.1.1. Examples: The ability to track the history of a parcel across multiple development
projects or identify a development project despite numerous re -plats.
5.2.1.2. Applications Under Review— Status from All Departments & Review Agencies from Pre -
submittal Requirements (e.g., approved TIA) through Plat Recordation
5.2.1.3. Shared input and viewing of comments
5.2.1.4. Archive of All Activities on a Parcel (e.g., Notes from Pre -Development Meetings, Previous
Zoning Status, Development Agreements, PUDs, Building Permit, etc.)
5.2.1.5. Ability to link multiple permits, cases, plans, etc. to a single master project
5.2.1.6. Ability to Zink multiple projects to a single parcel
5.2.1.7. Ability to imbed a hyperlink in user comments
5.2.1.8. Ability to reference documents associated with a project and/or location
5.2.2. Preferred Features and Functionality:
5.2.2.1. Pull Down/Check Menu of Standard Templates for Review Comments (editable) that cites
code reference and ideally is connected to Municode
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Specification No. 10-208-53
DATE: March 2010
5.3. Workflow
5.3.1. Critical Requirements:
5.3.1.1. Ability to create workflows (including functionality) for:
5.3.1.2. Triggers (i.e., next step cannot happen until previous step completed and/or rule that when A
happens, B must happen)
5.3.1.3. Deadline/Expiration alerts
5.3.1.4. Project Status
5.3.1.5. Tickler/Reminder alerts
5.3.1.6. Any email/calendaring functionality shall be compatible with Microsoft Exchange
5.3.2. Preferred Features and Functionality:
5.3.2.1. Ability to work with Microsoft Exchange Server and configure calendaring functions to plan,
schedule and track work activities
5.3.2.2. Per Review Cycle (Deadlines & Due Dates — Tracking Activities) Needs to be flexible and
allow date modifications.
5.3.2.3. Workflows can be tied to City adopted calendars
5.3.2.4. Ability to include entities outside of our network in system workflows
5.4. Online Public Interface
5.4.1. Critical Requirements:
5.4.1.1. Public Interface
5.4.1.2. Ability to designate varying Ievels of access control for public (i.e. developer /general public)
5.4.1.3. Ability for developer to access Project status and reviewer comments
5.4.1.4. Ability to digitally submit documents /plans tied to an application, project, land etc.
5.4.1.5. Ability to submit applications online
5.4.1.6. Ability to submit payments online
5.4.2. Preferred Features and Functionality:
5.4.2.1. Ability for public to generate reports from Public Interface
5.4.2.2. Ability to schedule inspections online
5.5. Reporting
5.5.1. Critical Requirements:
5.5.I.1. Ad-hoc and standard reports
5.5.1.2. Field based querying capabilities
5.5.1.3. Metrics based internal reporting (i.e. how long a particular process took in individual instances
and on average)
5.5.2. Preferred Features and Functionality:
5.5.2.1. Ability for public to generate select reports from Public Interface
5.6. Document Management and Correspondence
5.6.1. Critical Requirements:
5.6.1.1. Ability to generate standard letters / memos
5.6.1.2. Archive of ALL documents related to a property (from council -approved items such as PID,
annexation and consent agreements or zoning ordinances, to purely supportive materials such
as deeds, associated easements, drainage studies, or correspondence from the applicant)
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
5.6.1.3. Ability to attach indexed photos and documents to record
5.6.2. Preferred Features and Functionality:
5.6.2.1. Method to record/manage certified mail receipts when returned
5.7. Payments
5.7.1. Critical Requirements:
5.7.1.1. Ability to accept online payments
5.7.1.2. Ability to interface/integrate with existing City Financial System (PeopleSoft 9i)
5.7.2. Preferred Features and Functionality:
5.7.2.1. Ability to schedule when a payment is processed
5.7.2.2. Ability to accept multiple fee types to be applied to different applications/permits/inspections
in one transaction
5.7.2.3. Ability to define fee calculations based on a variety of parameters
5.7.2.4. Able to change calculations on an as needed basis
5.7.2.5. Ability for end user to access project record and determine outstanding fees and when they are
due
5.7.2.6. Ability to issue and track invoices\payments
5.7.2.7. Ability to issue an electronic receipt when fee is received
5.7.2.8. Ability to write comments on receipt
5.7.2.9. Ability to print receipts
5.7.2.10. Ability to convert check payment to ACH
5.7.2.11. Ability to link payment type and amount to project records
5.7.2.12. Ability to upload documents along with payment
5.7.2,13. Ability to tie in appropriate ordinance to fee type
5.7.2.14. Ability to enforce fee payment as mandatory within workflow processes
5.7.2.15. Ability to track performance bonds
5.7.2.16. Ability to hold payment processing for a pre determined period of time — scheduled payments
5.8. Technical
5.8.1. Critical Requirements:
5.8.1.1. SQL Server 2005 or higher (if hosted internally by the City)
5.8.1.2. Microsoft Windows Based (if hosted internally by the City)
5.8.1.3. Shall integrate with a versioned ESRI ArcSDE database
5.8.1.4. Public interface shall be Platform independent — IE , Mozilla, Firefox, Safari
5.8.2. Preferred Features and Functionality:
5.8.2.1. Ability to run in a virtualized (VMWare) environment
5.8.2.2. Interface/Integration with industry standard Document Management Systems
5.8.2.3. Interface/Integration with Firehouse
5.8.2.4. Interface/Integration with Peoplesoll 9i
5.8.2.5. Integrate with Active Directory
5.8.2.6. "On -the -fly" backup capabilities (no downtime)
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RFP 10.018
Specification No. 10-208.53
DATE: March 2010
5.8.2.7. Easy Password maintenance
5.9. Security
5.9.1. Critical Requirements:
5.9.1.1. Ability to define and assign user roles
5.10. Miscellaneous
5.10.1. Critical Requirements:
5.10.1.1. Ability to have complete mobile access
5.10.2. Preferred Features and Functionality:
5.10.2.1. Real-time mobile access
6. PROJECT MANAGEMENT:
6.1. The selected Vendor shall provide a project manager for the duration of the project. The duties of the project
manager include general administrative duties associated with the Project Management Body of Knowledge
(PMBOK) methodology. The project manager shall work closely with the designated City Project Managers to
develop a , project plan, statement of work, detailed work breakdown structure, task durations and dependencies
matrix and risk management plan.
6.1.1. Project reports: Prepare and submit weekly progress reports to the City. Progress reports shall briefly
summarize progress of work tasks, key decisions which require input from or discussion with the City
staff, project adherence to schedule, and a list of problems or unresolved issues. Vendor staff shall
maintain an issues list, identifying the issue, date it was known as an issue, person responsible for
solution, date solution required, and date solution implemented.
6.1.2. Meetings and presentations: Participate in meetings with City staff including an initial meeting,
monthly progress meetings (at a minimum), and follow up meetings as required.
6.1.3. Utilization of all features of the system: Vendor shall recommend Best Practices in utilization of system
features as well as ways to streamline any process using the software. Based upon recommendations, the
City will decide whether to proceed with the recommendations. The Project Manager shall include
recommended changes into the project scope.
7. PROJECT PLANNING ACTIVITIES:
7.1. Project Planning and Organization
7.1.1. Selected Vendor shall work with City Project Managers to establish a framework to ensure success. The
following activities shall be performed:
7.1.1.1. Provide a Project Implementation Plan showing key milestones that support a critical Go -Live
date.
7.1.1.2. Complete and refine the project management materials, including the project implementation
plan, staffing plan, and other transition plans.
7.1.1.3. Clarify basic project structure, to include expected roles and responsibilities for both the
Vendor and the City.
7.1.1.4. Conduct kickoff meeting to brief team members on their expected roles. Vendor shall provide
City staff with a detailed project schedule prior to conclusion of the second week of Planning
Phase that indicates required levels of participation to facilitate involvement of key resources.
7.1.1.5. Meet with the City's Project Managers, Project Team and/or other management stakeholders to
brief them on the project objectives and strategy.
7.1.1.6. Confirrn all technical assumptions and determine the key technical architecture prior to
reviewing functional requirements.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
7.2. Land Development Process Review
7.2.1. The City has high level business process documentation and detailed functional requirements. The
business process review will take place immediately after the project implementation plan is in place.
7.2.2. During the business process review, Vendor shall lead the project team in the following activities:
7.2.2.1. Review of existing documentation;
7.2.2.2. Review and recommend new functionality and customizations that may enhance business
processes.;
7.2.2.3. Identify potential functionality and process gaps
7.3. To Be Scenarios
7.3.1. Vendor shall lead the project team in developing and retuning iterative scenarios of Land Development
workflows on the new system. From this activity, the Vendor team shall document any new "to be"
processes, and inake note of any additional functionality gaps that emerge. The Vendor team shall then
conduct another review of the identified gaps, and the City will determine if workflow modification or
system customization is warranted.
7.4. Knowledge Transfer and Change Management
7.4.1. Vendor shall assist the City in adapting to the cultural, procedural, and technology changes by beginning
knowledge transfer from start date. The Change Management Plan is a deliverable that includes the
following information:
7.4.1.1. List of individuals affected by change (stakeholders);
7.4.1.2. List of changes these individuals will undergo to support new processes, and any gaps they
have in undertaking the Land Development transformation; and
7.4.1.3. A plan to target how to fill gaps, through knowledge transfer, training, communications, , etc.
8. TECHNICAL PROPOSAL:
8.1. The technical proposal shall describe the proposed operating environment: (i.e. virtual vs. physical, hosted vs. in
house, etc.) If the proposed environment is to be maintained by the City, describe in detail the technical
environment configuration including; operating system, required storage and server capacities, processor and RAM
requirements, supporting software and integration, if any, with document management or scheduling software.
8.2. The technical proposal shall describe in detail how the proposed software solution will integrate with the City's GIS.
8.3. Proposal shall include detailed explanation of licensing structure.
9. COST PROPOSAL:
9.1. The cost proposal shall be identified in summary page(s) or section of the proposal for clear identification.
9.2. The cost proposal shall include an official offer to undertake the proposed work at the quoted price and a detailed
explanation of the quoted price which shall include a cost break down by each module or deliverable.
9.3. The cost shall include an estimate of the number of hours to be spent by the Proposer on the project, an estimate of
miscellaneous expenses such as telephone costs and travel expenses, and a proposed project schedule.
9.4. The official offer shall include a commitment to perform all financial responsibilities relative to the performance of
the proposed contract including submitting all invoices and accounting for all funds.
10. TESTING:
10.1. During this phase, the business process scenarios developed in the Land Development process review are used again
for comprehensive system testing. The Vendor's functional analyst shall coordinate the testing process with the City,
but the entire project team will be involved in this activity.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
10.2. The Vendor, with City assistance, shall develop test scripts based on best practices and functionality requirements of
the City. A set of the test scripts shall become the property of the City. Detailed testing results shall be reported to
the City.
10.3. When system testing is complete and the results verified, Vendor shall initiate the final round of acceptance testing
prior to moving over to production. The endpoint of this final round of testing is acceptance of the system by the
City. When this has been accomplished, Vendor shall begin full implementation. Implementation shall be
coordinated with City staff to minimize disruption to ongoing development activities.
11. TRAINING AND POST IMPLEMENTATION SUPPORT:
11.1. The selected Vendor shall provide training as follows:
11.1.1. Vendor shall train City employees who may be required to use the software, all training classes shall be
conducted onsite at the City of Round Rock:
11.1.1.1. If system is hosted by the City, IT staffshall be trained on administration and maintenance.
11.1.1.2. Vendor shall provide examples of training provided for previous similar projects.
11.1.1.3. Vendor shall outline in detail all post implementation support and maintenance agreement
options.
12. PROJECT ASSUMPTIONS:
12.1. The following assumptions apply to the scope, execution, and deliverables for this project:
12.1.1. The City will share project management responsibilities with Vendor and jointly manage the tasks
according to the detailed project implementation plans. The City will identify the internal project
management team that will work with the Vendor to achieve the objectives of this project, to include but
not limited to:
12.1.1.1. Make key decisions regarding the overall direction of the project, including but not limited to
decisions concerning system design; controls and system procedures to be implemented;
project scope and timetable;
12.1.1.2. Provide guidance and ongoing support to the teams;
12.1.1.3. Participate in regular project leadership and team meetings;
12.1.1.4. Assess and manage project risk;
12.1.1.5. Resolve escalated issues;
12.1.1.6. Assess the impact of proposed changes in scope and make final decision on change requests;
and
12.1.1.7. Facilitate availability of proper resources to achieve implementation capabilities.
12.1.2. Management involvement: The City has identified an executive level Steering Committee that will be
actively involved in the project. They will participate in all significant decisions affecting the project,
and, where appropriate, ensure that resources are available to complete necessary tasks
12.1.3. Resource commitment: The City will have fulitime and part-time resources (the City Project Managers,
network administrators, GIS Specialists and business users) available as required. In order to support the
new systems after implementation, the City will designate team leads/super users as needed that will
participate throughout the initiative.
12.1.4. Hardware/software installation: Vendor (with assistance from the City) shall be responsible for
software installation and configuration, mobile device recommendations, installation and configuration..
The City (with assistance from the Vendor) will be responsible for physical infrastructure tasks including
set-up of any new hardware, connectivity to the user desktops, cabling and configuration of user
workstations.
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
12.1.5. Help Desk: The City will provide a central point -of -contact responsible for all Help Desk issues during
the testing and post go -live support phase of the project in order to centrally control issues. Vendor shall
utilize the City's internal Help Desk.
12.1.6. Data protection:
12.1.6.1. Proposer acknowledges that the City and/or its affiliates:
12.1.6.1.1. Are the controller(s) of any City, affiliate, or third party data or databases
accessed and/or processed by Vendor in the course of performing the Services,
including, but not limited to, data relating to individuals (the "Data"); and
12.1.6.1.2. Will be solely responsible to third parties for such Data, including, but not
limited to, the individuals to whom the Data relate and City and affiliate
personnel.
12.1.6.2. The City represents and warrants to Proposer that all Data processing and
transfers between the City, its affiliates and selected Vendor will be conducted in
full compliance with any laws or regulations applicable to the protection of data.
12.1.6.3. It is further acknowledged that the City and its affiliates are solely responsible
for providing Vendor with directions and instructions relating to any laws or
regulations applicable to the protection of data, upon which directions and
instructions Vendor shall rely exclusively when accessing and processing Data in
performing the Services.
12.1.6.4. In addition, the City shall be solely responsible for determining the existence of,
and complying with, any laws or regulations applicable to the protection of data
as they may apply to Vendor deliverables.
12.1.7. Process redesign: The project shall utilize industry best practices for process redesign. In essence, much
of what is currently best practice will become the base specification for the new Land Development
system.
12.1.8. Issue resolution: Timely resolution of project issues shall be a critical success factor given the project
timeframe. Selected Vendor and the City will work together to identify, document and resolve any
potential functional, technical or other project related issues. The City will make final decisions regarding
outstanding project issues in no more than five business days.
12.1.9. Material business changes: No City acquisitions, mergers or reorganizations will occur during the
project other than what is discussed with the project planning team The City does not foresee changes in
their core business, significant deviation from current markets serviced, production or distribution patterns
that may impact the validity or appropriateness of the project estimates.
12.1.10. Access to management and staff: The project team will have timely access to all appropriate City
management and staff personnel (both functional and technical) on an as -needed basis.
12.1.11. User training: The City will provide baseline computer training (e.g., Windows, Excel, etc.) prior to the
rollout of the Land Development System to all employees who will utilize the system and who lack
proficiency in these areas. Vendor is not responsible for delivery of such training.
12.1.12. Hardware acquisition and installation: There will be no delays in the availability of hardware and
software necessary to perforin installation and upgrade.
12.1.13. Access to facilities: Vendor project personnel will have reasonable access to City facilities during both
normal business hours and outside normal business hours, as the project requires.
12.1.14. Change request process: Any scope changes shall be documented through a change order process and
signed by both Vendor and City. Additional work shall not be performed in advance without authorization
from the City.
12.1.15. Service Packs, Bundles and Patches: The City will provide for the installation of all service packs,
required bundles, and patches for related or supporting software to meet needs of the proposed software as
long as they fall within the bounds of the approved IT architecture.
12.1.16. Production Support: Proposer shall provide production support following the Go -live period over a two-
week period. Should the City require additional support, Vendor shall provide additional services at the
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RFP 10-018
Specification No. 10-208-53
DATE: March 2010
bill rate identified in proposal. The support shall be by telephone or onsite as needed, and can be used for
the following issues:
12.1.16.1. Technical Errors;
12.1.16.2. Questions regarding the tools set for building the interfaces and customizations;
12.1.16.3. Hardware and Performance Issues;
12.1.16.4. Connectivity; and/or
12.1.16.5. Patches and fixes.
PART IV
INVOICE AND PAYMENT
1. ACCEPTANCE: City will determine successful completion of deliverables as specified. Vendor will be notified if service
provided is not in full compliance with the project scope for corrective action. Many service is canceled for non-acceptance,
the needed service may be procured elsewhere and Vendor may be charged full increase, if any, in cost.
2. INVOICING:
2.1. Vendor shall submit one original and two copies of each invoice referencing the assigned Purchase Order number to
the following address:
City of Round Rock
Attn: Accounts Payable
221 East Main Street
Round Rock, TX 78664-5299
3. PROMPT PAYMENT POLICY:
3.1. Payments will be made within thirty days after the City receives the supplies, materials, equipment, or the day on
which the perfonnance of services was completed, or the day on which the City receives a correct invoice for the
service, whichever is later. The Contractor may charge a late fee (fee shall not be greater than that which is
permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this
policy does not apply to payments made by the City in the event:
3.1.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services
or equipment delivered or the services performed that causes the payment to be Iate; or
3.1.2. The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely
payment with Federal Funds; or
3.1.3. There is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its
suppliers concerning supplies, material, or equipment delivered or the services performed which caused
the payment to be late; or
3.14. The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or
agreement or other such contractual agreement.
4. OVERCHARGES:
4.1. Contractor hereby assigns to purchaser any and all claims for overcharges associated with this purchase which arise
under the antitrust laws of the United States, 15 USGA Section 1 etsic ., and which arise under the antitrust laws of
the State of Texas, Bus. and Com. Code, Section 15.01, et
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ATTACHMENT A
City of Round Rock
Insurance Requirements
ATTACHMENT A
CITY OF ROUND ROCK
INSURANCE REQUIREMENTS
1. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense for the duration
of the contract or purchase order resulting from a response to this bid/Specification insurance
against claims for iniuries to persons or damaces to property which may arise from or in
connection with the performance of the work as a result of this bid by the successful bidder. its
agents. representatives. volunteers. employees or subcontractors.
1.1. Certificates of Insurance and endorsements shall be furnished to the City and approved
by the City before work commences.
1.2. The following standard insurance policies shall be required:
1.2.1. General Liability Policy
1.2.2. Automobile Liability Policy
1.2.3. Worker's Compensation Policy
1.3. The following general requirements are applicable to all policies:
1.3.1. Only insurance companies licensed and admitted to do business in the State of
Texas shall be accepted.
1.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable
only on a per occurrence basis for property damage only.
1.3.3. Claims made policies shall not be accepted, except for Professional Liability
Insurance.
1.3.4. Upon request, certified copies of all insurance policies shall be furnished to the
City
1.3.5. Policies shall include. but not be limited to, the following minimum limits:
1.3.5.1. Minimum Bodily Injury Limits of $300,000.00 per occurrence.
1.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for
each occurrence.
1.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired
vehicles with minimum limits for Bodily Injury of $100,000.00 each
person, and $300,000.00 for each occurrence, and Property
Damage Minimum limits of $50,000.00 for each occurrence.
1.3.5.4. Statutory Worker's Compensation Insurance and minimum
$100,000.00 Employers Liability Insurance.
1.3.6. Coverage shall be maintained for two years minimum after the termination of the
Contract.
1.4. The City shall be entitled, upon request, and without expense to receive copies of
insurance policies and all endorsements thereto and may make reasonable request for
deletion, revision, or modification of particular policy terms, conditions, limitations, or
exclusions (except where policy provisions are established by law or regulation binding
either of the parties hereto or the underwriter of any of such policies). Upon such request
by the City, the Vendor shall exercise reasonable efforts to accomplish such changes in
policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the
requirements of the bid specification and the insurance endorsements stated below.
1.5. Vendor agrees that with respect to the required insurance, all insurance contracts and
certificate(s) of insurance will contain and state, in writing, on the certificate or its
attachment, the following provisions:
Page 1 of 4
1.5.1. Provide for an additional insurance endorsement clause declaring the Vendor's
insurance as primary.
1.5.2. Name the City and its officers, employees, and elected officials as additional
insured's, (as the interest of each insured may appear) as to all applicable
coverage.
1.5.3. Provide thirty days notice to the City of cancellation, non -renewal, or material
changes
1.5.4. Remove all language on the certificate of insurance indicating:
1.5.4.1. That the insurance company or agent/broker shall endeavor to notify
the City; and,
1.5.4.2. Failure to do so shall impose no obligation of liability of any kind
upon the company, its agents, or representatives.
1.5.5. Provide for notice to the City at the addresses listed below by registered mail:
1.5.6. Vendor agrees to waive subrogation against the City, its officers, employees,
and elected ofticlals for injuries, including death, property damage, or any other
loss to the extent same may be covered by the proceeds of insurance.
1.5.7. Provide that all provisions of this contract concerning liability, duty, and standard
of care together with the indemnification provision, shall be underwritten by
contractual liability coverage sufficient to include such obligations within
applicable policies.
1.5.8. All copies of the Certificate of Insurance shall reference the project name, bid
number or purchase order number for which the insurance is being supplied.
1.5.9. Vendor shall notify the City in the event of any change in coverage and shall
give such notices not less than thirty days prior notice to the change, which
notice shall be accomplished by a replacement Certificate of Insurance.
1.5.10. All notices shall be mailed to the City at the following addresses:
Assistant City Manager City Attorney
City of Round Rock City of Round Rock
221 East Main 309 East Main
Round Rock, TX 78664.5299 Round Rock, TX 78664
2. WORKERS COMPENSATION INSURANCE
2.1. Texas Labor Code, Section 406.098 requires workers' compensation insurance coverage
for all persons providing services on building or construction projects for a governmental
entity.
2.1.1. Certificate of coverage ("certificate) - A copy of a certificate of insurance, a
certificate of authority to self -insure issued by the Texas Workers' Compensation
Commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or
TWCC-84), showing statutory workers' compensation insurance coverage for
the person's or entity's employees providing services on a project, for the
duration of the project.
2,1.2. Duration of the project - includes the time from the beginning of the work on the
project until the CONTRACTOR'S /person's work on the project has been
completed and accepted by the OWNER.
2.2. Persons providing services on the project ("subcontractor") in Section 406.096 - includes
all persons or entities performing all or part of the services the CONTRACTOR has
undertaken to perform on the project, regardless of whether that person contracted
directly with the CONTRACTOR and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner -operators, employees of any such entity, or employees
of any entity, which furnishes persons to provide services on the project. "Services"
include, without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services" does not
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Include activities unrelated to the project, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
2.3. The CONTRACTOR shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements, that meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the
CONTRACTOR providing services on the project, for the duration of the project.
2.4. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being
awarded the contract.
2.5. If the coverage period shown on the CONTRACTOR'S current certificate of coverage
ends during the duration of the project, the CONTRACTOR must, prior to the end of the
coverage period, file a new certificate of coverage with the OWNER showing that
coverage has been extended.
2.6. The CONTRACTOR shall obtain from each person providing services on a project, and
provide to the OWNER:
2.6.1. a certificate of coverage, prior to that person beginning work on the project, so
the OWNER will have on file certificates of coverage showing coverage for ail
persons providing services on the project; and
2.6.2. no later than seven calendar days after receipt by the CONTRACTOR, a new
certificate of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of the
project.
2.7. The CONTRACTOR shall retain all required certificates of coverage for the duration of
the project and for one year thereafter.
2.8. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal
delivery, within 10 calendar days after the CONTRACTOR knew or should have known,
or any change that materially affects the provision of coverage of any person providing
services on the protect.
2.9. The CONTRACTOR shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how a
person may verify coverage and report lack of coverage.
2.10. The CONTRACTOR shall contractually require each person with whom it contracts to
provide services on a project, to:
2.10.1. provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, that meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all its employees
providing services on the project, for the duration of the project;
2.10.2. provide to the CONTRACTOR, prior to that person beginning work on the
project, a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on a project, for the duration of the
project;
2.10.3. provide the CONTRACTOR, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of the
project;
2.10.3.1. obtain from each other person with whom it contracts, and provide to
the CONTRACTOR:
2.10.3.1.1.
2.10.3.1.2.
a certificate of coverage, prior to the other person
beginning work on the project; and
a new certificate of coverage showing extension of
coverage, prior to the end of the coverage period, if
the coverage period shown on the current certificate
of coverage ends during the duration of the project
Page 3 of 4
2.10.3.2. retain all required certificates of coverage on file for the duration of
the project and for one year thereafter;
2.10.3.3. notify the OWNER in writing by certified mail or personal delivery,
within 10 calendar days after the person knew or should have
known, of any change that materially affects the provision of
coverage of any person providing services on the project; and
2.10.3.4. contractually require each person with whom it contracts, to perform
as required by paragraphs (A thru G), with the certificates of
coverage to be provided to the person for whom they are providing
services.
2.10.3.5. By signing the solicitation associated with this specification, or
providing, or causing to be provided a certificate of coverage, the
Contractor is representing to the Owner that all employees of the
Contractor who will provide services on the project will be covered
by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification
codes and payroll amounts, and that all coverage agreements will
be filed with the appropriate insurance carrier or, in the case of a
self-insured, with the Commission's Division of Self -Insurance
Regulation. Providing false or misleading information may subject
the Contractor to administrative penalties, criminal penalties, civil
penalties, or other civil actions.
2.10.3.6. The Contractor's failure to comply with any of these provisions is a
breach of contract by the Contractor that entitles the Owner to
declare the contract void if the Contractor does not remedy the
breach within len calendar days after receipt of notice of breach
from the owner.
Page 4 of 4
IFB No. 10-018
ROUND ROCK. TEXAS
PURPOSE PASSMOf . PROSPERRY.
CITY OF ROUND ROCK, TEXAS
REQUEST FOR PROPOSALS ADDENDUM
LAND MANAGEMENT SOFTWARE
Addendum No. 1 Date of Addendum: April 1, 2010
The following items in the RFP identified above have been changed as noted:
PART III, SPECIFICATIONS: 1. Scope of Work; Page 8 of 16
Add;
1,2.8.2 Proposal shall include hourly pricing for data migration.
1.2.8.3 Proposal shall include a clearly defined narrative explaining the approach and
solution of data imports.
All other terms and conditions of this RFP and the specification remain unchanged.
Approved by .4--77)(1-41L//0
By the signatures affixed below, Addendum No. 1 is hereby incorporated into and made a part
of the above referenced IFB.
ACKNOWLEDGED
Vendor
Authorized Signature Date
Return one copy of this Addendum to the Purchasing Office, City of Round Rock with
your sealed proposal. Failure to do so may constitute grounds for rejection of your
proposal.
EXHIBIT "G"
CRW RESPONSE TO REQUEST FOR PROPOSAL
ROUND ROCK, TEXAS
LAND MANAGEMENT SOFTWARE
RFP #10-018
APRIL 16, 2010
Please note (hat the above -referenced portion
of Exhibit "G" is contained in binder forth
located in the office of the City Secretary