R-02-01-24-9B2 - 1/24/2002RESOLUTION NO. R- 02- 01- 24 -9B2
WHEREAS, the City of Round Rock desires to retain professional
services for the purchase, installation and support of an electronic
document management system, and
WHEREAS, Southwest Information Technologies, Inc. and Liberty
Information Management System have submitted an Agreement for the
Purchase, Installation and Support of Electronic Document Management
System to provide said services, and
WHEREAS, the City Council desires to enter into said Agreement
with Southwest Information Technologies, Inc. and Liberty Information
Management System, 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 the Purchase, Installation and
Support of Electronic Document Management System with Southwest
Information Technologies, Inc. and Liberty Information Management
System, a copy of said Agreement 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
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upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code.
RESOLVED this 24th day of Jan
ST:
CHRISTINE R. MARTINEZ, City Secretar,g
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RO . STLUKA, JR., 'E or
City of Round Rock, Texas
CITY OF ROUND ROCK AGREEMENT
FOR THE PURCHASE, INSTALLATION, AND SUPPORT
OF ELECTRONIC DOCUMENT MANAGEMENT SYSTEM
THIS AGREEMENT for the purchase, installation, and support of an electronic document
management system ( "Agreement ") is made by and between the City of Round Rock, a Texas home
rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas
78664 -5299, ( "City /Licensee ") and Southwest Information Technologies, Inc., ( "SIT "), a Value
Added Reseller , whose offices are located at 600 Round Rock West, Suite 102, Round Rock, Texas
78681, and Liberty Information Management Systems ( "Liberty IMSTM "), whose offices are located
at 3158 Red Hill Avenue, Suite 100, Costa Mesa, California 92626.
WHEREAS, City /Licenseehas determined that there is aneed for a system which will enable
the conversion of paper documents to an electronic storage and retrieval format, and
WHEREAS, City/Licensee desires to contract for the purchase, installation, and support of
an electronic document management system, and
WHEREAS, City/Licensee desires to contract with SIT and Liberty IMSTM for assistance in
the purchase, installation, and support of such electronic document management system which will
enhance staff efficiency by enabling automated storage, indexing and retrieval of documents; and
additionally will reduce storage, retrieval and copying costs; and additionally will standardize the
system in order to make documents available to all users on a uniform basis by centralizing security
and management of the system, 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:
1.01 RELATIONSHIPS OF PARTIES
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RECITALS:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
It is understood and agreed by and between all parties hereto that SIT is a Liberty IMSTM
authorized Value Added Reseller, and any and all payments made hereunder to SIT shall be accepted
by all parties as payment to Liberty IMSTM
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EXHIBIT
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It is understood and agreed by and between all parties hereto that in the event SIT defaults
in its obligations hereunder, or ceases to be a Value Added Reseller, or otherwise does not perform
its obligations, then and in that event Liberty IMSTM shall immediately either assume SIT's
contractual responsibilities or designate another Value Added Reseller which is acceptable to
City /Licensee.
1.02 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on either January 10, 2002, or the date this Agreement has
been signed by every party hereto, whichever is later, and shall remain in full force and effect unless
and until it expires by operation of the term indicated herein, or is terminated or extended as
provided herein.
hereof.
The term of this Agreement shall be for twelve (12) months beginning from the effective date
City /Licensee reserves the right to review the project at any time, including at the end of any
deliverable or phase, and may elect to terminate the project with or without cause or may elect to
continue with the next deliverable or phase.
1.03 CHANGE IN CHARGES
In the event that SIT or Liberty IMSTM seeks to change the software charges after the initial
twelve (12) month Agreement term, then SIT or Liberty IMSTM shall give City/Licensee ninety (90)
days notification of such change in charges prior to the beginning of the next twelve (12) month term
of the Agreement. City /Licensee retains the right to either accept the changed charges, negotiate the
changed charges, or terminate the Agreement. Such change in charges may only be initiated by SIT
or Liberty IMSTM at the beginning of each twelve (12) month renewal of any Agreement term.
1.04 PAYMENT
In consideration for the professional services to be performed by SIT and Liberty IMSTM
City/Licensee agrees to pay SIT and LibertyIMSTM a not -to- exceed total sum of Forty -six Thousand
Four Hundred Twenty-four and 60 /100 Dollars ($46,424.60), in accordance with the fixed -fee
delineation enumerated on Exhibit A attached hereto and made a part hereof for all purposes.
In addition, City /Licensee agrees to pay specified expenses only as enumerated on Exhibit
B attached hereto and made a part hereof for all purposes.
SIT and Liberty IMSTM's compensation for professional services shall not exceed, without
written consent, the amounts indicated in this Agreement and exhibits.
City /Licensee shall pay, strictly within the confines of the not -to- exceed sum recited herein,
SIT and Liberty IMSTM's professional fees for work done on behalf of City/Licensee.
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City /Licensee shall pay the actual expenses of necessary travel associated with this
Agreement, but City /Licensee shall not pay any markup for travel expenses. SIT and Liberty IMSTM
shall ensure that travel expenses are reasonable, and SIT and Liberty IMSTM agree that City /Licensee
shall not reimburse any travel expenses for travel within two (2) hours travel -time to and from
Round Rock, Texas.
1.05 TERMS OF PAYMENT
To receive its lump -sum payment at the conclusion of the project, SIT shall prepare and
submit proper invoice(s) to City /Licensee at the time its work on such project is complete. If
City /Licensee has any dispute with work performed by SIT, then City /Licensee shall notify SIT
within thirty (30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event SIT shall either (a) satisfactorily re- perform the disputed service
or (b) provide City /Licensee with a full credit for the work covered.
1.06 OBJECTIVES AND SCOPE OF WORK
SIT and Liberty IMSTM contract to work with City/Licensee to purchase, install, and support
an electronic document management system which will be utilized initially as a pilot program in
City /Licensee's Finance Department and later will be expanded to other departments.
Objectives: SIT and Liberty IMSTM agree to provide, by way of inclusion but not
limitation, the following services:
1. Perform installation of the software;
2. Develop and present a Project Plan detailing number of personnel and hours required
to complete implementation;
3. Perform a Needs Assessment;
4. Provide daily management of implementation activities;
5. Submit regularly - scheduled status reports on implementation to appropriate
personnel;
6. Provide functional and technical implementation support;
7. Complete database integration with SQL server 2000 and Oracle to provide ability
to create indexes from data exported from database after image has been scanned;
8. Perform testing of software;
9. Provide end -user training;
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10. Provide end -user electronic documentation;
11. Provide post - implementation support; and
12. Recommend scanner and server (hardware)
Scope: City /Licensee requires of SIT and Liberty IMSTM functional and technical
assistance for the implementation of an electronic document management system. The
implementation will incorporate several components such as, by way of inclusion and not limitation,
document capture, retrieval, storage management, and security.
SIT and Liberty IMSTM acknowledge the essential nature of and agree to City/Licensee's
requirement that the system must have the ability to evolve and meet the growing needs of other
departments.
Additionally, SIT and Liberty IMSTM agree to insure that the system is compatible with
City/Licensee's current network infrastructure. In the event that current practices are no longer
relevant and/or are improved upon by additional functionality, then and in that event SIT and Liberty
IMSTM shall use reasonable judgment to incorporate alternative or new business processes.
1.07 LIMITATION TO SCOPE OF WORK
SIT, Liberty IMSTM, and City /Licensee agree that the scope of work to be performed is
generally enumerated in Section 1.06 herein. Notwithstanding anything in this Agreement to the
contrary, all parties further agree that City /Licensee retains full and absolute discretion and authority
for all funding decisions, and all such decisions will be based solely on criteria accepted by
City/Licensee which may be influenced by but shall not be dependent on SIT and Liberty IMSTM's
work.
1.08 LOCATION OF SERVICES
All services are to be performed by SIT and Liberty IMSTM at City /Licensee's office(s)
locations in Round Rock, Williamson County, Texas.
1.09 OBLIGATIONS OF CITY/LICENSEE
1. City/Licensee shall provide systems administrator and web administrator;
2. City/Licensee shall provide necessary workspace and network access; and
3. City/Licensee shall provide scanner, interface, PCs, servers, and other hardware or
non- LibertyNETTM software as required.
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Project Role
Consulting Resource(s)
Functional Consultant
Cyndi Gibson
(512) 246 -1220
Todd Panter
(512) 246 -1220
Technical Consultant
Mike Callen
(512) 246 -1220
Bryan Schmidt
(714) 751 -6900
On -Call Consultant
Todd Bednar
(218) 540 -4007
City of Round Rock
Daniel Saucedo
(512) 218 -5439
1.10 PROJECT PERSONNEL
SIT and Liberty IMSTM commit the following resources personnel to this project:
In the event that any of the above resources change, then and in that event SIT and Liberty
IMSTM shall provide City /Licensee with the name and telephone number of the replacement resource.
1.11 EMPLOYEES QUALIFICATIONS
Under this Agreement, all parties will depend on the performance of the personnel of the
other parties for successful completion of the project. Therefore, each party shall retain the right to
make a written request within a reasonable time period for the replacement of any of the other
parties' project employees whose qualifications or performance, in the professional judgement of
another party, do not meet the standards or qualifications necessary for the successful completion
of the project. Upon receipt of such written request, the other party or parties shall comply as soon
as is reasonably possible. In considering the other parties' employee's qualifications and
professionalism, the parties shall act reasonably and in good faith.
1.12 PERFORMANCE
SIT and Liberty IMSTM agree to perform services on behalf of City/Licensee as set forth in
this Agreement, the Liberty IMSTM Master Software License Agreement, and LibertyNETTM
Software Subscription Agreement. The various tasks to be performed by the parties under this
Agreement shall be reasonably designated by City/Licensee. The parties shall complete these tasks
in a timely and professional manner.
1.13 NON - APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City/Licensee's current revenues only. It is agreed that
City/Licensee shall have the right to terminate this Agreement at the end of any fiscal year if its
goveming body does not appropriate funds sufficient to purchase the services as determined by its
budget for the fiscal year in question. City /Licensee may effect such termination by giving SIT and
Liberty IMSTM written notice of termination at the end of its then current fiscal year.
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City /Licensee's ability to commit funds for payment in future fiscal years is subject to
allocation of funds by its goveming body. City /Licensee's fiscal year ends September 30 1 '.
City /Licensee agrees that it will not execute any renewals of this Agreement unless the funds to pay
for the license are appropriated for payment of the software license fee, regardless of timing of
payment. At City/Licensee's request, all parties hereto agree to work together to align the Licensee
Agreement and Subscription Agreement with City/Licensee's fiscal year, so that City/Licensee will
not have an Agreement term which falls into more than one fiscal year. City/Licensee may terminate
this Agreement due to non - allocation of funding. If the term falls into more than one fiscal year, and
if City/Licensee must terminate due to non - allocation of funding during a term other than the initial
included year, then City /Licensee shall be entitled to a partial refund of the prepaid fees or a partial
abatement if fees have not been prepaid. Because Subscription Services are not delivered in equal
increments and delivery of new releases are a significant part of the value of the services,
City /Licensee shall receive a refund or abatement in accordance with the following:
1. If City/Licensee has not received a new release or update during the Agreement term,
the refund shall be a pro -rata refund or abatement based upon the proportionate
period of the remaining term of the Agreement after the date of termination;
2. If City /Licensee has received a new release (including significant new functionality,
designated by a single numeral to the left of the decimal point, e.g. XXX 5.0) during
the term of the Agreement, then the refund or abatement shall be pro -rata in
accordance with the proportionate period of time remaining after the date of
termination, but based upon sixty percent (60 %) of the annual fee;
3. If City /Licensee has not received anew release, but has received an update (including
new features or functions designated by a single numeral to the right of the decimal
point, e.g. XXX 5.1) during the Agreement term, then the refund or abatement shall
be pro -rata in accordance with the proportionate period of the Agreement remaining
after the date of termination, but based upon ninety percent (90 %) of the annual fee.
1.14 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to SIT and
Liberty IMSTM will be made within thirty (30) days of the day on which City/Licensee receives the
performance, supplies, materials, equipment, and /or deliverables, or within thirty (30) days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City/Licensee receives a correct invoice for the performance and/or deliverables or services,
whichever is later. SIT and Liberty IMSTM may charge a late fee of one percent (1 %) for payments
not made in accordance with this prompt payment policy; however, this policy does not apply to
payments made by City /Licensee in the event:
1. There is a bona fide dispute between City /Licensee and SIT or Liberty IMSTM
conceming the supplies, materials, or equipment delivered or the services performed
which causes the payment to be late; or
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2. The terms of a federal contract, grant, regulation, or statute prevent City /Licensee
from making a timely payment with federal funds; or
3. There is a bona fide dispute between any of the parties and subcontractors or between
a subcontractor and its suppliers conceming supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
4. Invoices are not mailed to City/Licensee in strict accordance with instructions, if any,
on the purchase order or the Agreement or other such contractual agreement.
1.15 TERMINATION
This Agreement may be terminated for any of the following conditions:
1. By City/Licensee for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to the
other parties not less than thirty (30) days prior to termination.
2. By mutual agreement and consent of all parties, such agreement to be in writing.
3. By City /Licensee for failure by the other party or parties to perform the services set
forth herein in a satisfactory manner, such termination notice to be given in writing
to the other parties.
4. By any party for failure by any other party to fulfill its obligations as set forth herein.
5. By satisfactory completion of all services and obligations described herein.
Should City /Licensee terminate this Agreement as herein provided, no fees other than fees
due and payable at the time of termination shall thereafter by paid to any other party. In determining
the value of the work performed by any other party prior to termination, City /Licensee shall be the
sole judge. Compensation for work at termination shall be based on percentage of work
satisfactorily completed to that time. Should City /Licensee terminate this Agreement under this
Section 1.15 (1), the amount charged during the thirty (30) day notice period shall not exceed the
amount charged during the preceding thirty (30) days.
If any party defaults in performance of this Agreement or if City /Licensee terminates this
Agreement for default on the part of one of the other parties, then City /Licensee shall give
consideration to the actual costs incurred by the other parties in performing the work to the date of
default. The cost of the work that is useable to City /Licensee, the cost to City /Licensee of employing
another firm to complete the useable work, and other factors will affect the value to City /Licensee
of the work performed at the time of default.
The termination of this Agreement and payment of an amount in settlement as set forth above
shall extinguish all rights, duties, and obligations of City/Licensee and the terminated party to fulfill
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contractual obligations. Termination under this section shall not relieve the terminated party of any
obligations or liabilities which occurred prior to cancellation.
1.16 INDEPENDENT CONTRACTOR STATUS
SIT and Liberty IMSTM are independent contractors, and are not City /Licensee's employees.
SIT and Liberty IMSTM's employees or subcontractors are not City/Licensee'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 parties. SIT and Liberty IMSTM and
City /Licensee agree to the following rights consistent with an independent contractor relationship:
1. SIT and Liberty IMSTM have the right to perform services for others during the term hereof.
2. SIT and Liberty IMSTM have the sole right to control and direct the means, manner and
method by which services required by this Agreement will be performed.
3. SIT and Liberty IMSTM have the right to hire assistants as subcontractors, or to use
employees to provide the services required by this Agreement.
4. SIT and Liberty IMSTM or their employees or subcontractors shall perform the services
required hereunder, and City/Licensee shall not hire, supervise, or pay any assistants to help
SIT and Liberty IMSTM.
5. Neither SIT and Liberty IMSTM nor their employees or subcontractors shall receive training
from City/Licensee in skills necessary to perform services required by this Agreement.
6. City/Licensee shall not require SIT and Liberty IMSTM or their employees or subcontractors
to devote full time to performing the services required by this Agreement.
7. Neither SIT and Liberty IMSTM nor their employees or subcontractors are eligible to
participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City/Licensee.
1.17 NON - SOLICITATION
All parties hereto agree that they shall not directly or indirectly solicit for employment,
employ, or otherwise retain staff of the others during the term of this Agreement.
1.18 CONFIDENTIALITY
Any programs, data, or other materials furnished by City/Licensee for use by the parties in
connection with services to be performed under this Agreement shall remain the sole property of
City/Licensee and shall be held in confidence by the parties as set forth hereunder.
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All parties agree to hold all confidential information in the strictest confidence and not make
any use thereof other than for the performance of this Agreement. Notwithstanding the foregoing,
the parties recognize and understand that City /Licensee is subject to the Texas Public Information
Act and its duties run in accord therewith.
1.19 SERVICES WARRANTIES
SIT and Liberty IMSTM warrant that all services performed hereunder shall be performed
consistent with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. SIT and Liberty IMSTM shall re- perform any work not in
compliance with this warranty. City /Licensee shall report any deficiencies in SIT and Liberty
IMSTM's services to SIT and Liberty IMSTM in writing within 120 days from successful
implementation and acceptance testing of the work to the production system to receive warranty
remedies.
1.20 INDEMNIFICATION
SIT agrees to hold harmless, exempt, and indemnify City /Licensee, its officers, agents,
servants and employees, from and against all suits, actions, legal proceedings, demands, costs,
expenses, losses, damages, attorneys fees, and claims, and any and all other costs and fees incident
to any work done as a result of this Agreement arising out of any willful or negligent act or omission
as a result of actions by it and its agents during its performance pursuant to this Agreement.
Liberty IMSTM agrees to hold harmless, exempt, and indemnify City /Licensee, its officers,
agents, servants and employees, from and against all suits, actions, legal proceedings, demands,
costs, expenses, losses, damages, attorneys fees, and claims, and any and all other costs and fees
incident to any work done as a result of this Agreement arising out of any willful or negligent act or
omission as a result of actions by it and its agents during its performance pursuant to this Agreement.
1.21 PATENT AND COPYRIGHT INDEMNIFICATION
SIT and Liberty IMSTM shall indemnify and defend City/Licensee against claims that the
software infringes any United States or Canadian patent or copyright, provided that SIT and Liberty
IMSTM are given prompt notice of such claim and are given information, reasonable assistance, and
sole authority to defend or settle the claim. In the defense or settlement of the claim, SIT and
Liberty IMSTM shall, in their reasonable judgment and at their option and expense: (a) obtain for
City/Licensee the right to continue using the software; or (b) replace or modify the software so that
it becomes non - infringing while giving equivalent performance. SIT and Liberty IMSTM shall have
no liability to indemnify or defend City/Licensee to the extent the alleged infringement is based
upon: (a) a modification of the software by anyone other than SIT or Liberty IMSTM ; or (b) use of
the software other than in accordance with the documentation. In the event of litigation,
City /Licensee shall have the right to have such litigation monitored by its counsel, at City /Licensee's
expense. City/Licensee's right to monitor does not include any right to participate in scheduling or
to object to the date or place that a given litigation - related activity will take place.
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1.22 LIMITED LIABILITY
Liberty IMSTM warrants that software products developed and licensed to City/Licensee by
Liberty IMSTM will perform substantially in accordance with Liberty IMSTM specifications and
City/Licensee's intended use as described in Request for Offers for a period of not less than one (1)
year from initial installation, and that the software media is free from material defects.
SIT and/or Liberty IMSTM shall offer software support to City /Licensee at its then - current
terms for at least five (5) years from initial installation, assuming City /Licensee maintains software
and software subscription services continuously throughout the period, is using a then - supported
version of the system, and pays for software subscription and support services.
1.23 LIMITATION OF TOTAL LIABILITY
EXCEPT FOR VIOLATIONS OF LIBERTY IMSTM's INTELLECTUAL OR
PROPRIETARY RIGHTS, LIBERTY IMSTM WILL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA OR
LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. LIBERTY IMSTM's LIABILITY FOR DAMAGES UNDER
THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CITY/LICENSEE
TO SIT AND LIBERTY IMSTM FOR THE SOFTWARE OR THE SERVICES AS TO WHICH THE
CLAIM AROSE, EXCEPT FOR: (1) DAMAGES INCURRED UNDER ARTICLE ENTITLED
"PATENT AND COPYRIGHT INDEMNITY "; (2) CLAIMS FOR BODILY INJURY OR TANGIBLE
PROPERTY DAMAGE TO THE EXTENT CAUSED BY LIBERTY IMS; AND (3) COST OF THE
HARDWARE PURCHASED TO USE THE SOFTWARE. THE PARTIES AGREE TO THE
ALLOCATION OF LIABILITY RISK SET FORTH IN THIS SECTION.
EXCEPT FOR VIOLATIONS OF SIT's INTELLECTUAL OR PROPRIETARY RIGHTS,
SIT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA OR LOST PROFITS, HOWEVER
ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIT's
LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE
AMOUNT PAID BY CITY/LICENSEE TO SIT AND LIBERTY IMSTM FOR THE SOFTWARE
OR THE SERVICES AS TO WHICH THE CLAIM AROSE, EXCEPT FOR: (1) DAMAGES
INCURRED UNDER ARTICLE ENTITLED "PATENT AND COPYRIGHT INDEMNITY"; (2)
CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGE TO THE EXTENT
CAUSED BY SIT; AND (3) COST OF THE HARDWARE PURCHASED TO USE THE SOFTWARE.
THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK SET FORTH IN THIS
SECTION.
1.24 INSURANCE
SIT and/or Liberty IMSTM shall furnish City/Licensee with evidence of the following
insurance, all in the amounts required by City /Licensee and on forms furnished by and required to
be used by City/Licensee:
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I . General Liability;
2. Automobile Liability;
3. Workers' Compensation; and
4. Professional Liability.
1.25 ASSIGNMENT AND DELEGATION
No party may assign any rights or delegate any duties under this Agreement without the other
parties' prior written approval.
1.26 LOCAL, STATE AND FEDERAL TAXES
SIT and Liberty IMSTM shall pay all income taxes, FICA (Social Security and Medicare)
taxes, sales taxes, property taxes, use taxes, or other taxes levied by any taxing entities in the areas
in which they operate which are incurred while performing services under this Agreement.
City /Licensee will not do the following:
1. Withhold FICA from SIT and Liberty IMSTM's payments or make FICA payments
on their behalf;
2. Make state and/or federal unemployment compensation contributions on SIT and
Liberty IMSTM's behalf; or
3. Withhold state or federal income tax from any of SIT and/or Liberty IMSTM's
payments.
1.27 NOTICES
All notices and other communications in connection with this Agreement shall be in writing
and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement.
2. 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 SIT:
SIT
Attention: Todd Panter
600 Round Rock West, Suite 102
Round Rock, Texas 78681
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Notice to Liberty IMSTM:
Liberty IMSTM
3158 Red Hill Avenue, Suite 100
Costa Mesa, Califomia 92626
Notice to City/Licensee:
City of Round Rock
Attention: Robert L. Bennett, City Manager
221 East Main Street
Round Rock, Texas 78664 -5299
All parties hereto understand and agree that notice given by City /Licensee to SIT shall also
constitute notice to Liberty IMSTM
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City /Licensee and SIT and Liberty IMSTM
1.28 APPLICABLE LAW
The laws of the State of Texas shall govem this Agreement. Venue shall lie in Williamson
County, Texas.
1.29 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including the exhibits listed below, 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. No
modifications of this Agreement will be binding on any of the parties unless acknowledged in
writing by the duly authorized representative for each party. This following is the entire Agreement
between City/Licensee and SIT and Liberty IMSTM:
1. Request for Offers (RFO) for Electronic Document Management System;
2. SIT's Response to RFO;
3. Project Work Plan (mutually agreed -upon and approved);
4. Liberty IMSTM Master Software License Agreement;
5. LibertyNETTM Software Subscription Agreement; and
6. This Agreement and all exhibits.
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Order of precedence shall be as follows:
1. This Agreement, with the explicit agreement of all parties that the terms and
provisions contained within the main body of the Agreement itself shall prevail in the
event of any conflict within attached exhibits;
2. Liberty IMSTM Master Software License Agreement;
3. LibertyNETTM Software Subscription Agreement;
4. Project Work Plan (mutually agreed -upon and approved);
5. RFO; and
6. SIT's Response to RFO.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered as one original.
1.30 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute
with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City /Licensee shall select one mediator and SIT /Liberty IMSTM shall jointly 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.
City /Licensee and SIT and Liberty IMSTM 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.
1.31 ATTORNEY FEES
In the event that any lawsuit is brought by one party against any of the other parties in
connection with this Agreement, the prevailing party shall be entitled to seek to recover its
reasonable costs and reasonable attomey fees.
1.32 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or
default in performance of any obligation hereunder shall constitute an event of default or a 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,
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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
any one or all of the parties.
1.33 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 of 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 Article shall not prevent this entire Agreement from being void should a provision
which is of the essence of this Agreement be determined void.
1.34 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 purchase order or other ordering document that purports to modify or supplement the
printed text of this Agreement or any schedule, exhibit or addendum shall add to or vary the terms
of this Agreement. All such proposed variations or additions (whether submitted by SIT, Liberty
IMSTM, or City /Licensee) are objected to and deemed material unless properly agreed to in writing.
Except for contractual obligations recited herein, no party shall be liable for any failure due
to causes beyond its control.
The failure of a party to exercise any right hereunder shall not operate as a waiver of said
party's right to exercise such right or any other right in the future.
To expedite order processing, transmitted copies are considered documents equivalent to
original documents; however, City /Licensee agrees to provide the other parties with one fully
executed original Agreement.
IN WITNESS WHEREOF, all parties have executed this Agreement on the dates indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Robert A. Stluka, Jr., Mayor Christine R. Martinez, City Secretary
Date Signed: Date Signed:
14
SOUTHWEST INFORMATION TECHNOLOGIES, INC. (SIT)
By:
Signature
Printed Name:
Title:
Date Signed:
LIBERTY INFORMATION MANAGEMENT SYSTEMS (IMST"')
By:
Signature
Printed Name:
Title:
Date Signed:
15
LibertyNET System Pricing:
City of Round Rock, Texas
5 Concurrent User- 19 Web User System _
F [,MCI Saucedo
Libertvv6T Base software: 1
Stand -algae Software including sp r te scan, print, and the 89,950 .00
management of electronic documents. Includes Liberty Application juer
Symons 3 tmrcnrentlicens es in a networked environment
Additional Concurrent Software License 2
Allows adit(anal concurrent seat license in a networked LiberlyNET
Prerequisites Lib lyN TBaseSystem, AutomationModule
LibertvWEB Server
Allows a LibertyNET System to provide Internet and Intranet access
to LibertyNETdocumans through a browser. Provid up to 2 connections
1'as debuted by Mrcro oft a connection exists for IOminutes tfter a node
last accesses the server). Windows NT is required (firorhtaiion for up to
10 connection Server for over 10connectiwu). MrdtipleSreer. may
be purchased
Prerequisites: LibertyNET'Base System
Libertv'WEB Additional Connections
Increases the number of connections supported by the LibertywE8 Server.
Prerequisites: LibertyWEBServer
8
Schedule A
53,590.00
56,995.00
811,196.00
MertvOCR (ne r workstation)
Based upon the industry lea Care Optima � 1 8539.00
in
(OCR) technology, this option allows document images of typed
information to be converted to test SrepportforfedI page zone, and Drag
pnd -drop are &whaled nag' option is licensed on a perworksfaaaa basic
Prereguzs' ism LibertyNET BaseSystemt
Software SabTofal 53 454.
aty Government Discount of 20%
Software Total (6,454.00)
525,816.00
Services
Needy Analysis, Configuration, Installation and Ent! User Training('
da}ss @ 0400/day). Plus travel and eipensec
Oracle Database Lookup Anulkatioa
Allows a°m#adessegfront an existing Oracle Database_
*Will regdredeuafopneent and access to existbgdsabas ,eWon/orlon
Subscription and Telephone Support, (IS% of Software List).
Total Project Cost
1
$9,80100
SS,00O.00
$5,808:60
$46,424.60
City shall reimburse SIT at actual cost for the following expenses that are directly attributable to
authorized work performed under this Agreement:
•
•
•
•
•
•
CONINDOW.TENIPOR Y INTERNET FILESOLK11 517- LIBERT I DOGA,
Exhibit B
Expenses
Travel expenses other than normal commuting, including airfares, rental vehicles,
and highway mileage in company or personal vehicles at 50.31 cents per mile. All
travel must be approved by City prior to incurring travel expenses. It is agreed that
City shall not reimburse any travel expenses for travel within two (2) hours travel
time to and from Round Rock, Texas.
Meals, not to exceed City's travel per diem.
Lodging.
Telephone, fax, online and telegraph charges.
Postage and courier services.
Printing and reproduction.
RC- H-Master SW License.DOC 990125
Page:1
LIBERTY IMS.
MASTER SOFTWARE LICENSE
AGREEMENT
Exhibit C
MASTER SOFTWARE LICENSE AGREEMENT
(.License Agreement.) made as of
, 19
by and between Liberty Information Management
Systems (.Liberty IMS.), having its place of
business at 3158 Red Hill Ave., Suite 100, Costa
Mesa, CA 92626 and
having its place of business at
(.Licensee.).
1. SOFTWARE LICENSE.
Subject to the terms and conditions set forth in this License
Agreement, Liberty IMS hereby grants to Licensee a
personal, nontransferable, nonexclusive license to use the
Software (including related materials thereto, such as
operating instructions, user manuals, and other such
documentation) identified on Schedule A. Schedule A is the
attached Request for Password, and any subsequent Requests
for Password submitted on behalf of the licensee.
2. USE OF SOFTWARE.
(a) In accordance with this license grant, Licensee may use
all or any portion of the Software or transmit all or any
portion of the Software or utilize all or any portion of the
Software in the course of operations.. Licensee may not copy
the Software except that it may make up to two back-up
copies of the Software for archival purposes only.
(b) Software is licensed for use only with and shall only be
installed as specified on the attached Schedule A. Unless
otherwise specified, Software is licensed for use only at the
address identified with the Software and Equipment on the
attached Schedule A.
(c) Licensee may use the Software for its own internal
purposes only. Licensee may not assign, sell, convey,
relicense or sublicense or otherwise permit the use of,
transfer, or make available to third party the Software
without the express written permission of Liberty IMS.
Licensee may not use the Software in connection with any
service bureau, time-sharing service or other data processing
service.
(d) Licensee, its employees and agents and contractors of
Licensee may use the Software provided that with respect to
its employees: (1) Licensee advises them of their obligations
hereunder, and (2) with respect to such agents and
contractors, such parties agree in writing to be bound by the
terms of this License Agreement.
(e) Licensee may not use the programs constituting part of
the Software except in machine - readable form. Licensee
agrees not to reverse compile or disassemble the Software
and will not either itself or permit others to create or attempt
to create, by reverse compiling or disassembling or
otherwise, the source programs or any part thereof from the
object programs or from other information made available by
Liberty IMS under this License Agreement or otherwise
(whether oral, written, tangible or intangible).
(f) All copies of the programs constituting part of the
Software or any part of such programs, whether in printed or
machine readable form and whether on storage media or
otherwise, shall be part of the Software subject to this
License Agreement, and shall include all legends in full in
the form contained in the Software as delivered to Licensee
by Liberty IMS.
(g) Licensee may not remove from or deface any decal or
imprint on the Software naming Liberty IMS or any other
party as proprietor thereof or do any other act inconsistent
with such proprietorship.
3. PROPRIETARY RIGHTS & CONFIDENTIALITY.
Licensee acknowledges that the Software is a proprietary
product and process of Liberty IMS that embodies certain
valuable trade secrets of Liberty IMS; that Liberty IMS has
rights of copyright therein; that Liberty IMS. rights extend to
both the intellectual processes and to the actual expressions
and articulations contained in the Software; and that no rights
of ownership or title to the intellectual property in the
Software is transferred to Licensee. Unauthorized use,
reproduction, disclosure and transfer of the Software is
strictly prohibited.
4. LIMITED WARRANTY.
Liberty IMS warrants that Software products developed and
licensed directly by Liberty IMS, will perform substantially
in accordance with Liberty IMS specifications for a period of
ninety (90) days from the original date of shipment of the
licensed software. In the event of a failure to so perform is
made known to Liberty IMS within the said 90 -day period,
Liberty IMS will at its option repair the defect or replace the
defective product; Liberty IMS. obligation hereunder will be
limited to such repair or replacement.
Liberty IMS has performed testing for Year 2000. All
internal dates are stored and processed as four-digit years.
Since Year 2000 issues involve both the Liberty IMS product
as shipped, modifications using the LibertyNET.
Application Builder (LAB) by the integrator or licensee, and
interaction with other hardware and software, Liberty IMS
recommends testing by the Licensee in the Licensee.s
specific environment. Liberty IMS makes no specific
warranties regarding Year 2000.
This warranty does not apply if the Products or database
includes changes made by third parties or software provided
by third parties. If Liberty IMS determines that a reported
problem is not covered by the warranty (including but not
limited to improper use of the computer system or an
equipment malfunction, where Liberty IMS did not provide
Appendix H
RC-H- Master SW License.DOC 990125
Page:2
the equipment which malfunctioned), then Customer agrees
to reimburse Liberty IMS for all time, materials and expenses
spent in investigating such problem.
THE WARRANTIES SPECIFICALLY GRANTED IN
THIS AGREEMENT ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FOR A
PARTICULAR PURPOSE. CUSTOMER AGREES
THAT THE EQUIPMENT COMPONENT.S AND
SOFTWARE SYSTEM HAVE BEEN SELECTED BY
CUSTOMER AND ARE OF A DESIGN, SIZE,
PERFORMANCE, FITNESS AND CAPACITY
SELECTED BY CUSTOMER AND THAT CUSTOMER
IS SATISFIED THAT THE SAME ARE SUITABLE
AND FIT FOR ITS PURPOSES.
IN NO EVENT WILL THE TOTAL LIABILITY OF
LIBERTY IMS HEREUNDER, WHETHER IN
CONTRACT OR TORT (INCLUDING NEGLIGENCE)
EXCEED THE TOTAL AMOUNT PAID BY LICENSEE
FOR THE PARTICULAR PRODUCTS OR SERVICES
WHICH ARE THE SUBJECT OF A SPECIFIC CLAIM.
IN NO EVENT WILL LIBERTY IMS BE LIABLE TO
LICENSEE OR ANY THIRD PARTY INCLUDING
BUT NOT LIMITED TO ANY SUBSEQUENT
PURCHASER OR USER FOR ANY DAMAGES,
INCLUDING ANY LOST PROFITS, LOST SAVINGS
OR OTHER INCIDENTAL, SPECIAL, INDIRECT,
COVER OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THE USE OF OR INABILITY TO USE THE
PRODUCT EVEN IF LIBERTY IMS OR AN
AUTHORIZED AGENT HAS BEEN APPRISED OF
THE POSSIBILITY OF SUCH DAMAGES.
5. TERMINATION
In the event of a material breach of this License Agreement
by Licensee not cured within thirty (30) days after notice
thereof, Liberty IMS shall have the right to terminate this
License Agreement and the license herein granted. Upon
termination or cancellation of the License Agreement.
Licensee shall forthwith return to Liberty IMS, at existing
copies of the Software, accompanied by a certification by an
officer of Licensee that the items so returned constitute all the
existing copies or counterparts (whole or partial,) of the
Software and that Licensee has not retained or disposed of
any copies or counterparts thereof.
6. GENERAL
(a) Licensee will not export or re-export the Software,
directly or indirectly, without the appropriate United States or
Foreign government licenses.
(b) This License Agreement shall be governed by the laws of
the State of California.
(c) THE TERMS OF THIS MASTER SOFTWARE
LICENSE AGREEMENT SHALL GOVERN THE
LICENSE AND USE OF ALL SOFTWARE BY THE
LICENSEE. All Schedules executed by Licensee and
Liberty IMS shall be governed by this License Agreement.
Any contract, agreement or arrangement of which this
License Agreement is a part of shall become a part by
reference, shall be governed by the terms of this License
Agreement, except to the extent that any of such provisions
are expressly waived or modified in writing by Liberty IMS.
Liberty IMS expressly rejects any contrary or inconsistent
provisions herein to the contrary,
AGREED:
Liberty Information Management Systems
By:
(Signature)
Name (Type or Print)
Title
Date of Execution
LICENSEE
By:
(Signature)
Name (Type or Print)
Title
Date of Execution
Exhibit D
RC- D2- Subscription.DOC 990317
Page:1
LIBERTYNETTm SOFTWARE SUBSCRIPTION AGREEMENT
This Agreement is between Liberty Information Management Systems., A California Corporation,
herein referred to as
Liberty IMS, and
to as
"Customer".
Agreement Number :
Effective Date:
Customer Billing Address:
Contact:
Phone:
PO #:
Reseller (if applicable):
Send Invoices to: ® Reseller (default) ® Customer
Deliver updates to: ® Reseller (default) ® Customer
Software Location:
Primary
Contact:
Phone:
Fax:
E -mail:
Secondary Contact:
Phone:
Fax:
E -mail:
Liberty IMS agrees to provide and the Customer agrees to
accept software subscription services on the software listed
on the attached Schedule A for the prices indicated under
the terms and conditions of this agreement.
1. TERM
1.1 This Agreement is effective as dated on the face of this contract when
signed by authorized representatives of Customer and Liberty IMS.
This Agreement shall remain in full force and effect for a minimum
period of one (1) year and automatically renew thereafter, subject to
change in prices and payment of charges, until terminated by either
party upon ninety (90) days written notification.
herein referred
2. DEFINITIONS
2.1 .Software Product. is LibertyNET software manufactured by Liberty
IMS.
2.2 "Designated System(s). is the authorized system on which the
Customer intends to use the product.
2.3 "System Support Site. is the location at which one or more Designated
Systems are installed.
2.4 "Service Fee. is the fee currently charged for software subscription with
respect to a particular Software Product as configured for a particular
Designated System. If the Software Product is specified by number of
users, then the .Service Fee. for the Principal System will be for the
largest number of users ordered by Customer.
2.5 "Updates. are all error corrections, extensions and other changes
made by Liberty IMS to a Software Product.
2.6 "Major Update. is a new version of the Software Product offering
extended capabilities or enhanced performance.
2.7 "Non- Update Product. is a Software Product developed and
manufactured by a Third Party and distributed by Liberty IMS to which
liberty IMS may provide general operational support and service, but
updates are available through the Third Party exclusively.
2.8 Primary Contact. is the person authorized by Customer to request
service from Liberty IMS and to whom all updates will be sent on behalf
of Customer. Customer will provide Liberty IMS written notification of
any change in the Primary Contact.
2.9 "Secondary Contact. is a Customer- designated alternate to the Primary
Contact.
2.10 .Reseller. is the Liberty IMS authorized organization which provides
software and services to the Customer.
3. LIBERTY IMS RESPONSIBILITIES
3.1 Liberty IMS will provide software subscription services for each
Software Product listed on Schedule A
3.2 Liberty IMS will periodically deliver one (1) copy of the updates for
each Software Product to the Primary Contact for the Designated
System(s). This service is not available for Non - Update Products.
3.3 Under this Agreement, Liberty IMS is unable to provide updates on
specific Third Party package software (e.g. Microsoft products:
Windows, DOS, etc.). ft is the end - user.s responsibility to register all
Third Party products with the appropriate vendor.
3A Liberty IMS will continue to provide support for the previous revision of
a Software Product for a period of 120 days following release of a
Software Product Update.
3.5 Liberty IMS will ship software updates, documentation and general
support material using standard surface priority. Liberty IMS will bill all
expedited shipping charges to Customer.
4. SERVICE LIMITATION
4.1 In no event will Liberty IMS be liable for any loss of data, loss of profits,
or any special, indirect or consequential damages in connection with
providing or failing to provide the services described herein.
5. CUSTOMER RESPONSIBILITIES
5.1 Customer shall be licensed for all Software Products for which support
services are requested.
5.2 Customer shall load and test new revisions of the Software Product
within four (4) months of their release date.
5.3 Customer shall perform reasonable software/hardware tests upon
request from the Liberty IMS National Customer Support Center
personnel.
5.4 Customer shall agree to automatic amendment to attached Schedule A
to reflect shipment of Software Products not previously shipped to
Customer and additional copies of Software Products for use on
Designated System(s).
5.5 Customer agrees to implement each patch, bypass or work around
update or other solution to such problem provided by Liberty IMS.
Failure to do so releases Liberty IMS from any obligation to further
support the software.
Appendix D2
RC- D2- Subscription.DOC 990317
Page:2
5.6 Customer agrees to return upon request and at Customers expense,
any loaned media or equipment.
5.7 Customer is responsible for acquiring and maintaining current release
levels of Non - Update Products as recommended by Liberty IMS.
6. CHARGES
6.1 Annual Agreement charges will be invoiced for one (1) year in advance
and are due and payable as specified in the terms of the invoice.
6.2 Liberty IMS may change the software charges after the initial one (1)
year Agreement period given ninety (90) days written notification. The
new charges will not exceed the then current published Liberty IMS
prices for software support on the effective date.
6.3 Charges for software added to this Agreement will be at the current
published prices at the time the software is added.
6.4 All charges are exclusive of any installation fees, customs, import
duties, federal, state, municipal, or other government excise, sales,
use, occupational or like taxes now in force or enacted in the future,
and all such taxes if pald by Liberty IMS shall be added to the charges
outlined herein.
6.5 Liberty IMS may, at its sole option, immediately terminate or
temporarily suspend all of its responsibilities stated in this Agreement
in the event Customer is delinquent in the payment of any invoice from
Liberty IMS for a period in excess of thirty (30) days.
6.6 Liberty IMS may assess a lapse charge for any periods which the
Customer is not covered by this Software Subscription Agreement.
6/ Liberty IMS may charge a service fee of 5% plus interest of 1.5% per
month on past due invoices.
7. GENERAL
7.1 If any provision of this Agreement shall be held invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.
7.2 Liberty IMS shall retain the right to publish problems, questions,
resolutions and responses.
7.3 Failure to make payment of any invoices past due more than thirty (30)
days shall constitute default. Failure to perform an obligation or
covenant under this Agreement shall constitute default. Upon default,
Liberty IMS at its sole discretion, may terminate this Agreement by
written notification to Customer.
7.4 It is expressly understood that if either party on any occasion fails to
perform any term of this Agreement and the other party does not force
that term, the failure to enforce on that occasion shall not prevent
enforcement on any other occasion.
7.5 The Agreement shall not be assigned by either party without prior
written approval of the other.
7.6 This Agreement shall be governed by the laws of the State of
California.
7.7 From time to time, Liberty IMS will release new features for their
software, which are sold as Options. These Options are available for
purchase by the Customer.
8. FORCE MAJEURE
8.1 Except with respect to Customer.s obligation to make timely payments,
neither party shall be held responsible for any delay or failure in
performance to the extent that such delay or failure is caused by fires,
strikes, embargoes, explosions, earthquakes, floods, wars, water, the
elements, labor disputes, government requirements, civil or military
authorities, Acts of God or the Public Enemy, inability to secure raw
materials or transportation failures, acts of omissions of carriers or
suppliers or other causes beyond the control whether or not similar to
the foregoing.
9. ACCEPTANCE
9.1 Signing of this Agreement and attached Schedule A constitutes
acceptance of each provision of this LibertyNET Software Subscription
Agreement.
AGREED: Liberty IMS
By
Name (please pnnt)
Title
Date
CUSTOMER
By
Name (please print)
Title
Date
Initial as appropriate:
The annual Agreement charge is being
paid through the designated Reseller
Schedule A
LIBERTYNET SOFTWARE SUBSCRIPTION AGREEMENT
The following software is covered by this agreement:
The annual Agreement charge for the above specified software shall be $
DATE: January 17, 2002
SUBJECT: City Council Meeting — January 24, 2002
ITEM: 9.B.2. Consider a resolution authorizing the Mayor to execute an
Agreement with Southwest Information Technologies, Inc. and
Liberty Information Management System for the Purchase,
Installation, and Support of an Electronic Document Management
System.
Resource: David Kautz, Finance Director
History: The Document Management system will enable the conversion of paper
documents such as invoices and purchase orders to an electronic storage and
retrieval format. The system will be implemented as a pilot program in the
Finance Department and later expanded to other departments.
Funding:
Cost: $46,424.60
Source of funds: Capital Projects Funding
Outside Resources: N/A
Impact/Benefit: The system will enhance staff efficiency by enabling automated storage,
indexing and retrieval of documents. Centralized security and management
of the system will standardize the system, making documents available to all
users on a uniform basis. This means that the system only needs to be
learned once and will have cross - department benefits. Storage, retrieval and
copying costs will be reduced by this electronic system.
Public Comment: N/A
Sponsor: N/A
I' r 4
CITY OF ROUND ROCK AGREEMENT
FOR THE PURCHASE, INSTALLATION, AND SUPPORT
OF ELECTRONIC DOCUMENT MANAGEMENT SYSTEM
RECITALS:
'ORIGINAL
THIS AGREEMENT for the purchase, installation, and support of an electronic document
management system ( "Agreement ") is made by and between the City of Round Rock, a Texas home
rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas
78664 -5299, ( "City /Licensee ") and Southwest Information Technologies, Inc., ( "SIT "), a Value
Added Reseller , whose offices are located at 600 Round Rock West, Suite 102, Round Rock, Texas
78681, and Liberty Information Management Systems ( "Liberty IMSTM "), whose offices are located
at 3158 Red Hill Avenue, Suite 100, Costa Mesa, California 92626.
WHEREAS, City /Licensee has determined that there is aneed fora system which will enable
the conversion of paper documents to an electronic storage and retrieval format, and
WHEREAS, City /Licensee desires to contract for the purchase, installation, and support of
an electronic document management system, and
WHEREAS, City /Licensee desires to contract with SIT and Liberty IMSTM for assistance in
the purchase, installation, and support of such electronic document management system which will
enhance staff efficiency by enabling automated storage, indexing and retrieval of documents; and
additionally will reduce storage, retrieval and copying costs; and additionally will standardize the
system in order to make documents available to all users on a uniform basis by centralizing security
and management of the system, 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 sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
1.01 RELATIONSHIPS OF PARTIES
It is understood and agreed by and between all parties hereto that SIT is a Liberty IMSTM
authorized Value Added Reseller, and any and all payments made hereunder to SIT shall be accepted
by all parties as payment to Liberty IMSTM
(o PFOesk opl:ODN1A/W ORLOOX.O:NJOOX /CORRIGN UG ENE RAUMW IX Mi. WP Wjky
1
It is understood and agreed by and between all parties hereto that in the event SIT defaults
in its obligations hereunder, or ceases to be a Value Added Reseller, or otherwise does not perform
its obligations, then and in that event Liberty IMSTM shall immediately either assume SIT's
contractual responsibilities or designate another Value Added Reseller which is acceptable to
City /Licensee.
1.02 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on either January 10, 2002, or the date this Agreement has
been signed by every party hereto, whichever is later, and shall remain in full force and effect unless
and until it expires by operation of the term indicated herein, or is terminated or extended as
provided herein.
hereof.
The term of this Agreement shall be for twelve (12) months beginning from the effective date
City /Licensee reserves the right to review the project at any time, including at the end of any
deliverable or phase, and may elect to terminate the project with or without cause or may elect to
continue with the next deliverable or phase.
1.03 CHANGE IN CHARGES
In the event that SIT or Liberty IMSTM seeks to change the software charges after the initial
twelve (12) month Agreement term, then SIT or Liberty IMSTM shall give City /Licensee ninety (90)
days notification of such change in charges prior to the beginning of the next twelve (12) month term
of the Agreement. City /Licensee retains the right to either accept the changed charges, negotiate the
changed charges, or terminate the Agreement. Such change in charges may only be initiated by SIT
or Liberty IMSTM at the beginning of each twelve (12) month renewal of any Agreement term.
1.04 PAYMENT
In consideration for the professional services to be performed by SIT and Liberty IMSTM
City /Licensee agrees to pay SIT and Liberty IMSTM a not -to- exceed total sum of Forty -six Thousand
Four Hundred Twenty -four and 60/100 Dollars ($46,424.60), in accordance with the fixed -fee
delineation enumerated on Exhibit A attached hereto and made a part hereof for all purposes.
In addition, City /Licensee agrees to pay specified expenses only as enumerated on Exhibit
B attached hereto and made a part hereof for all purposes.
SIT and Liberty IMSTM's compensation for professional services shall not exceed, without
written consent, the amounts indicated in this Agreement and exhibits.
City /Licensee shall pay, strictly within the confines of the not -to- exceed sum recited herein,
SIT and Liberty IMSTM's professional fees for work done on behalf of City /Licensee.
2
City /Licensee shall pay the actual expenses of necessary travel associated with this
Agreement, but City /Licensee shall not pay any markup for travel expenses. SIT and Liberty IMSTM
shall ensure that travel expenses are reasonable, and SIT and Liberty IMSTM agree that City/Licensee
shall not reimburse any travel expenses for travel within two (2) hours travel -time to and from
Round Rock, Texas.
1.05 TERMS OF PAYMENT
To receive its lump -sum payment at the conclusion of the project, SIT shall prepare and
submit proper invoice(s) to City /Licensee at the time its work on such project is complete. If
City /Licensee has any dispute with work performed by SIT, then City /Licensee shall notify SIT
within thirty (30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event SIT shall either (a) satisfactorily re- perform the disputed service
or (b) provide City /Licensee with a full credit for the work covered.
1.06 OBJECTIVES AND SCOPE OF WORK
SIT and Liberty IMSTM contract to work with City /Licensee to purchase, install, and support
an electronic document management system which will be utilized initially as a pilot program in
City /Licensee's Finance Department and later will be expanded to other departments.
Objectives: SIT and Liberty IMSTM agree to provide, by way of inclusion but not
limitation, the following services:
1. Perform installation of the software;
2. Develop and present a Project Plan detailing number of personnel and hours required
to complete implementation;
3. Perform a Needs Assessment;
4. Provide daily management of implementation activities;
5. Submit regularly- scheduled status reports on implementation to appropriate
personnel;
6. Provide functional and technical implementation support;
7. Complete database integration with SQL server 2000 and Oracle to provide ability
to create indexes from data exported from database after image has been scanned;
8. Perform testing of software;
9. Provide end -user training;
3
10. Provide end -user electronic documentation;
11. Provide post- implementation support; and
12. Recommend scanner and server (hardware)
Scope: City /Licensee requires of SIT and Liberty IMSTM functional and technical
assistance for the implementation of an electronic document management system. The
implementation will incorporate several components such as, byway of inclusion and not limitation,
document capture, retrieval, storage management, and security.
SIT and Liberty IMSTM acknowledge the essential nature of and agree to City /Licensee's
requirement that the system must have the ability to evolve and meet the growing needs of other
departments.
Additionally, SIT and Liberty IMSTM agree to insure that the system is compatible with
City /Licensee's current network infrastructure. In the event that current practices are no longer
relevant and/or are improved upon by additional functionality, then and in that event SIT and Liberty
IMSTM shall use reasonable judgment to incorporate alternative or new business processes.
1.07 LIMITATION TO SCOPE OF WORK
SIT, Liberty IMSTM, and City /Licensee agree that the scope of work to be performed is
generally enumerated in Section 1.06 herein. Notwithstanding anything in this Agreement to the
contrary, all parties further agree that City /Licensee retains full and absolute discretion and authority
for all funding decisions, and all such decisions will be based solely on criteria accepted by
City /Licensee which may be influenced by but shall not be dependent on SIT and Liberty IMSTM's
work.
1.08 LOCATION OF SERVICES
All services are to be performed by SIT and Liberty IMSTM at City /Licensee's office(s)
locations in Round Rock, Williamson County, Texas.
1.09 OBLIGATIONS OF CITY/LICENSEE
1. City /Licensee shall provide systems administrator and web administrator;
2. City /Licensee shall provide necessary workspace and network access; and
3. City /Licensee shall provide scanner, interface, PCs, servers, and other hardware or
non- LibertyNETTM software as required.
4
Project Role
Consulting Resource(s)
Functional Consultant
Cyndi Gibson
(512) 246 -1220
Todd Panter
(512) 246 -1220
Technical Consultant
Mike Callen
(512) 246 -1220
Bryan Schmidt
(714) 751 -6900
On -Call Consultant
Todd Bednar
(218) 540 -4007
City of Round Rock
Daniel Saucedo
(512) 218 -5439
1.10 PROJECT PERSONNEL
SIT and Liberty IMSTM commit the following resources personnel to this project:
In the event that any of the above resources change, then and in that event SIT and Liberty
IMSTM shall provide City /Licensee with the name and telephone number of the replacement resource.
1.11 EMPLOYEES QUALIFICATIONS
Under this Agreement, all parties will depend on the performance of the personnel of the
other parties for successful completion of the project. Therefore, each party shall retain the right to
make a written request within a reasonable time period for the replacement of any of the other
parties' project employees whose qualifications or performance, in the professional judgement of
another party, do not meet the standards or qualifications necessary for the successful completion
of the project. Upon receipt of such written request, the other party or parties shall comply as soon
as is reasonably possible. In considering the other parties' employee's qualifications and
professionalism, the parties shall act reasonably and in good faith.
1.12 PERFORMANCE
SIT and Liberty IMSTM agree to perform services on behalf of City /Licensee as set forth in
this Agreement, the Liberty IMSTM Master Software License Agreement, and LibertyNETTM
Software Subscription Agreement. The various tasks to be performed by the parties under this
Agreement shall be reasonably designated by City /Licensee. The parties shall complete these tasks
in a timely and professional manner.
1.13 NON - APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City /Licensee's current revenues only. It is agreed that
City /Licensee shall have the right to terminate this Agreement at the end of any fiscal year if its
goveming body does not appropriate funds sufficient to purchase the services as determined by its
budget for the fiscal year in question. City /Licensee may effect such termination by giving SIT and
Liberty IMSTM written notice of termination at the end of its then current fiscal year.
5
City /Licensee's ability to commit funds for payment in future fiscal years is subject to
allocation of funds by its governing body. City /Licensee's fiscal year ends September 30 ".
City/Licensee agrees that it will not execute any renewals of this Agreement unless the funds to pay
for the license are appropriated for payment of the software license fee, regardless of timing of
payment. At City /Licensee's request, all parties hereto agree to work together to align the Licensee
Agreement and Subscription Agreement with City /Licensee's fiscal year, so that City /Licensee will
not have an Agreement term which falls into more than one fiscal year. City /Licensee may terminate
this Agreement due to non - allocation of funding. If the term falls into more than one fiscal year, and
if City /Licensee must terminate due to non - allocation of funding during a term other than the initial
included year, then City /Licensee shall be entitled to a partial refund of the prepaid fees or a partial
abatement if fees have not been prepaid. Because Subscription Services are not delivered in equal
increments and delivery of new releases are a significant part of the value of the services,
City /Licensee shall receive a refund or abatement in accordance with the following:
1. If City /Licensee has not received a new release or update during the Agreement term,
the refund shall be a pro -rata refund or abatement based upon the proportionate
period of the remaining term of the Agreement after the date of termination;
2. If City /Licensee has received a new release (including significant new functionality,
designated by a single numeral to the left of the decimal point, e.g. XXX 5.0) during
the term of the Agreement, then the refund or abatement shall be pro -rata in
accordance with the proportionate period of time remaining after the date of
termination, but based upon sixty percent (60 %) of the annual fee;
3. If City /Licensee has not received a new release, but has received an update (including
new features or functions designated by a single numeral to the right of the decimal
point, e.g. XXX 5.1) during the Agreement term, then the refund or abatement shall
be pro -rata in accordance with the proportionate period of the Agreement remaining
after the date of termination, but based upon ninety percent (90 %) of the annual fee.
1.14 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to SIT and
Liberty IMSTM will be made within thirty (30) days of the day on which City/Licensee receives the
performance, supplies, materials, equipment, and /or deliverables, or within thirty (30) days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City /Licensee receives a correct invoice for the performance and/or deliverables or services,
whichever is later. SIT and Liberty IMST"i may charge a late fee of one percent (1%) for payments
not made in accordance with this prompt payment policy; however, this policy does not apply to
payments made by City /Licensee in the event:
1. There is a bona fide dispute between City /Licensee and SIT or Liberty IMSTM
concerning the supplies, materials, or equipment delivered or the services performed
which causes the payment to be late; or
6
2. The terms of a federal contract, grant, regulation, or statute prevent City /Licensee
from making a timely payment with federal funds; or
3. There is a bona fide dispute between any of the parties and subcontractors or between
a subcontractor and its suppliers concerning supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
4. Invoices are not mailed to City /Licensee in strict accordance with instructions, if any,
on the purchase order or the Agreement or other such contractual agreement.
1.15 TERMINATION
This Agreement may be terminated for any of the following conditions:
1. By City /Licensee for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to the
other parties not less than thirty (30) days prior to termination.
2. By mutual agreement and consent of all parties, such agreement to be in writing.
3. By City /Licensee for failure by the other party or parties to perform the services set
forth herein in a satisfactory manner, such termination notice to be given in writing
to the other parties.
4. By any party for failure by any other party to fulfill its obligations as set forth herein.
5. By satisfactory completion of all services and obligations described herein.
Should City /Licensee terminate this Agreement as herein provided, no fees other than fees
due and payable at the time of termination shall thereafter by paid to any other party. In determining
the value of the work performed by any other party prior to termination, City /Licensee shall be the
sole judge. Compensation for work at termination shall be based on percentage of work
satisfactorily completed to that time. Should City /Licensee terminate this Agreement under this
Section 1.15 (1), the amount charged during the thirty (30) day notice period shall not exceed the
amount charged during the preceding thirty (30) days.
If any party defaults in performance of this Agreement or if City/Licensee terminates this
Agreement for default on the part of one of the other parties, then City /Licensee shall give
consideration to the actual costs incurred by the other parties in performing the work to the date of
default. The cost of the work that is useable to City/Licensee, the cost to City/Licensee of employing
another firm to complete the useable work, and other factors will affect the value to City /Licensee
of the work performed at the time of default.
The termination of this Agreement and payment of an amount in settlement as set forth above
shall extinguish all rights, duties, and obligations of City /Licensee and the terminated party to fulfill
7
contractual obligations. Termination under this section shall not relieve the terminated party of any
obligations or liabilities which occurred prior to cancellation.
1.16 INDEPENDENT CONTRACTOR STATUS
SIT and Liberty IMSTM are independent contractors, and are not City /Licensee's employees.
SIT and Liberty IMSTM's employees or subcontractors are not City /Licensee'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 parties. SIT and Liberty IMSTM and
City /Licensee agree to the following rights consistent with an independent contractor relationship:
1. SIT and Liberty IMSTM have the right to perform services for others during the term hereof.
2. SIT and Liberty IMSTM have the sole right to control and direct the means, manner and
method by which services required by this Agreement will be performed.
3. SIT and Liberty IMSTM have the right to hire assistants as subcontractors, or to use
employees to provide the services required by this Agreement.
4. SIT and Liberty IMSTM or their employees or subcontractors shall perform the services
required hereunder, and City /Licensee shall not hire, supervise, or pay any assistants to help
SIT and Liberty IMSTM
5. Neither SIT and Liberty IMSTM nor their employees or subcontractors shall receive training
from City /Licensee in skills necessary to perform services required by this Agreement.
6. City /Licensee shall not require SIT and Liberty IMSTM or their employees or subcontractors
to devote full time to performing the services required by this Agreement.
7. Neither SIT and Liberty IMSTM nor their employees or subcontractors are eligible to
participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City /Licensee.
1.17 NON - SOLICITATION
All parties hereto agree that they shall not directly or indirectly solicit for employment,
employ, or otherwise retain staff of the others during the term of this Agreement.
1.18 CONFIDENTIALITY
Any programs, data, or other materials furnished by City /Licensee for use by the parties in
connection with services to be performed under this Agreement shall remain the sole property of
City /Licensee and shall be held in confidence by the parties as set forth hereunder.
8
All parties agree to hold all confidential information in the strictest confidence and not make
any use thereof other than for the performance of this Agreement. Notwithstanding the foregoing,
the parties recognize and understand that City /Licensee is subject to the Texas Public Information
Act and its duties run in accord therewith.
1.19 SERVICES WARRANTIES
SIT and Liberty IMSTM warrant that all services performed hereunder shall be performed
consistent with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. SIT and Liberty IMSTM shall re- perform any work not in
compliance with this warranty. City /Licensee shall report any deficiencies in SIT and Liberty
IMSTM's services to SIT and Liberty IMSTM in writing within 120 days from successful
implementation and acceptance testing of the work to the production system to receive warranty
remedies.
1.20 INDEMNIFICATION
SIT agrees to hold harmless, exempt, and indemnify City /Licensee, its officers, agents,
servants and employees, from and against all suits, actions, legal proceedings, demands, costs,
expenses, losses, damages, attorneys fees, and claims, and any and all other costs and fees incident
to any work done as a result of this Agreement arising out of any willful or negligent act or omission
as a result of actions by it and its agents during its performance pursuant to this Agreement.
Liberty IMSTM agrees to hold harmless, exempt, and indemnify City /Licensee, its officers,
agents, servants and employees, from and against all suits, actions, legal proceedings, demands,
costs, expenses, losses, damages, attorneys fees, and claims, and any and all other costs and fees
incident to any work done as a result of this Agreement arising out of any willful or negligent act or
omission as a result of actions by it and its agents during its performance pursuant to this Agreement.
1.21 PATENT AND COPYRIGHT INDEMNIFICATION
SIT and Liberty IMSTM shall indemnify and defend City /Licensee against claims that the
software infringes any United States or Canadian patent or copyright, provided that SIT and Liberty
IMSTM are given prompt notice of such claim and are given information, reasonable assistance, and
sole authority to defend or settle the claim. In the defense or settlement of the claim, SIT and
Liberty IMSTM shall, in their reasonable judgment and at their option and expense: (a) obtain for
City /Licensee the right to continue using the software; or (b) replace or modify the software so that
it becomes non - infringing while giving equivalent performance. SIT and Liberty IMSTM shall have
no liability to indemnify or defend City /Licensee to the extent the alleged infringement is based
upon: (a) a modification of the software by anyone other than SIT or Liberty IMSTM ; or (b) use of
the software other than in accordance with the documentation. In the event of litigation,
City /Licensee shall have the right to have such litigation monitored by its counsel, at City /Licensee's
expense. City /Licensee's right to monitor does not include any right to participate in scheduling or
to object to the date or place that a given litigation- related activity will take place.
9
1.22 LIMITED LIABILITY
Liberty IMSTM warrants that software products developed and licensed to City /Licensee by
Liberty IMSTM will perform substantially in accordance with Liberty IMSTM specifications and
City /Licensee's intended use as described in Request for Offers for a period of not less than one (1)
year from initial installation, and that the software media is free from material defects.
SIT and /or Liberty IMSTM shall offer software support to City /Licensee at its then - current
terms for at least five (5) years from initial installation, assuming City /Licensee maintains software
and software subscription services continuously throughout the period, is using a then- supported
version of the system, and pays for software subscription and support services.
1.23 LIMITATION OF TOTAL LIABILITY
EXCEPT FOR VIOLATIONS OF LIBERTY IMST " "s INTELLECTUAL OR
PROPRIETARY RIGHTS, LIBERTY IMST "' WILL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA OR
LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. LIBERTY IMSTM's LIABILITY FOR DAMAGES UNDER
THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CITY/LICENSEE
TO SIT AND LIBERTY IMSTM FOR THE SOFTWARE OR THE SERVICES AS TO WHICH THE
CLAIM AROSE, EXCEPT FOR: (1) DAMAGES INCURRED UNDER ARTICLE ENTITLED
"PATENT AND COPYRIGHT INDEMNITY"; (2) CLAIMS FOR BODILY INJURY OR TANGIBLE
PROPERTY DAMAGE TO THE EXTENT CAUSED BY LIBERTY IMS; AND (3) COST OF THE
HARDWARE PURCHASED TO USE THE SOFTWARE. THE PARTIES AGREE TO THE
ALLOCATION OF LIABILITY RISK SET FORTH IN THIS SECTION.
EXCEPT FOR VIOLATIONS OF SIT's INTELLECTUAL OR PROPRIETARY RIGHTS,
SIT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA OR LOST PROFITS, HOWEVER
ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIT's
LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE
AMOUNT PAID BY CITY /LICENSEE TO SIT AND LIBERTY IMSTM FOR THE SOFTWARE
OR THE SERVICES AS TO WHICH THE CLAIM AROSE, EXCEPT FOR: (1) DAMAGES
INCURRED UNDER ARTICLE ENTITLED "PATENT AND COPYRIGHT INDEMNITY"; (2)
CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGE TO THE EXTENT
CAUSED BY SIT; AND (3) COST OF THE HARDWARE PURCHASED TO USE THE SOFTWARE.
THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK SET FORTH IN THIS
SECTION.
1.24 INSURANCE
SIT and/or Liberty IMSTM shall furnish City /Licensee with evidence of the following
insurance, all in the amounts required by City /Licensee and on forms furnished by and required to
be used by City /Licensee:
10
1. General Liability;
2. Automobile Liability;
3. Workers' Compensation; and
4. Professional Liability.
1.25 ASSIGNMENT AND DELEGATION
No party may assign any rights or delegate any duties under this Agreement without the other
parties' prior written approval.
1.26 LOCAL, STATE AND FEDERAL TAXES
SIT and Liberty IMSTM shall pay all income taxes, FICA (Social Security and Medicare)
taxes, sales taxes, property taxes, use taxes, or other taxes levied by any taxing entities in the areas
in which they operate which are incurred while performing services under this Agreement.
City /Licensee will not do the following:
1. Withhold FICA from SIT and Liberty IMSTM's payments or make FICA payments
on their behalf;
2. Make state and/or federal unemployment compensation contributions on SIT and
Liberty IMSTM's behalf; or
3. Withhold state or federal income tax from any of SIT and /or Liberty IMSTM's
payments.
1.27 NOTICES
All notices and other communications in connection with this Agreement shall be in writing
and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement.
2. 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 SIT:
SIT
Attention: Todd Panter
600 Round Rock West, Suite 102
Round Rock, Texas 78681
11
Notice to Liberty IMSTM:
Liberty IMSTM
3158 Red Hill Avenue, Suite 100
Costa Mesa, California 92626
Notice to City/Licensee:
City of Round Rock
Attention: Robert L. Bennett, City Manager
221 East Main Street
Round Rock, Texas 78664 -5299
All parties hereto understand and agree that notice given by City /Licensee to SIT shall also
constitute notice to Liberty IMSTM.
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City /Licensee and SIT and Liberty IMSTM
1.28 APPLICABLE LAW
The laws of the State of Texas shall govern this Agreement. Venue shall lie in Williamson
County, Texas.
1.29 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including the exhibits listed below, 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. No
modifications of this Agreement will be binding on any of the parties unless acknowledged in
writing by the duly authorized representative for each party. This following is the entire Agreement
between City /Licensee and SIT and Liberty IMSTM:
1. Request for Offers (RFO) for Electronic Document Management System;
2. SIT's Response to RFO;
3. Project Work Plan (mutually agreed -upon and approved);
4. Liberty IMSTM Master Software License Agreement;
5. LibertyNETT Software Subscription Agreement; and
6. This Agreement and all exhibits.
12
Order of precedence shall be as follows:
1. This Agreement, with the explicit agreement of all parties that the terms and
provisions contained within the main body of the Agreement itself shall prevail in the
event of any conflict within attached exhibits;
2. Liberty IMSTM Master Software License Agreement;
3. LibertyNETT Software Subscription Agreement;
4. Project Work Plan (mutually agreed -upon and approved);
5. RFO; and
6. SIT's Response to RFO.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered as one original.
1.30 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute
with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City /Licensee shall select one mediator and SIT /Liberty IMSTM shall jointly 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.
City /Licensee and SIT and Liberty IMSTM 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.
1.31 ATTORNEY FEES
In the event that any lawsuit is brought by one party against any of the other parties in
connection with this Agreement, the prevailing party shall be entitled to seek to recover its
reasonable costs and reasonable attorney fees.
1.32 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or
default in performance of any obligation hereunder shall constitute an event of default or a 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,
13
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
any one or all of the parties.
133 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 of 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 Article shall not prevent this entire Agreement from being void should a provision
which is of the essence of this Agreement be determined void.
1.34 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 purchase order or other ordering document that purports to modify or supplement the
printed text of this Agreement or any schedule, exhibit or addendum shall add to or vary the terms
of this Agreement. All such proposed variations or additions (whether submitted by SIT, Liberty
IMSTM, or City /Licensee) are objected to and deemed material unless properly agreed to in writing.
Except for contractual obligations recited herein, no party shall be liable for any failure due
to causes beyond its control.
The failure of a party to exercise any right hereunder shall not operate as a waiver of said
party's right to exercise such right or any other right in the future.
To expedite order processing, transmitted copies are considered documents equivalent to
original documents; however, City /Licensee agrees to provide the other parties with one fully
executed original Agreement.
IN WITNESS WHEREOF, all parties have executed this Agreement on the dates indicated.
CI i OUND ' OCK, TEXAS ATTEST:
'' A. Stluka Jr. Ma or Christine A. Martinez City Secretary
Date Signed: I' `V 2-) Date Signed: 1" L i - 0 a.J
14
SOUTHWEST INF ATION TECHNOLOGIES, INC. (SIT)
By:
ature
Printed Name:10D1 > PA A.)
Title: 4(i°,Ot/■7r 6ceo i 7 ✓{a
Date Signed: / - a/7)-
o —
LIBERTY INFORMATION MANAGEMENT SYSTEMS (IMSTM)
By:
ignature
Printed Name:
Title:
Date Signed: /
15
LibertyNET System Pricing:
City of Round Rack, Texas
5 Conctarest User -10 Web User System
For Darnel Saucedo
FINEMEMENIMIIIMIMMINIIMEMINIREMEin
LibertpNET Base software:
Stand-alone Sofhsvreinch :ding support for scan, print, fax, and the
management r f electronic doom:ans Includes LibertyApplicotionBuilder
Supports 3 concurrent licenser in a networked environment
Additional Concurrent Software License
Allows aditiaaal concurrent license in a networked LibertyblET
system.
Prerequisites: LibatyNETBase System, Automation Module
LibertyWEB Server
Allows a LibertyNET System to provide Internet and Intranet access
to LibertyNET documents through a browser. Provides up to 2 connections
Tar defined by Microsoft a connection exists for 10 minutes after a node
last accesses the server). {Puulows NT is required (Workstation for up to
10 connections, Server for over 10 connections). Multiple Servers may
be purchased
Prerequisites: LibertyNET Base System
LibertyWEB Additional Connections
Increases the number of connections supported by the LibertyWEB Server.
Prerequisites_ LibertyWEB Server
Libert,OCR (per workstation)
Based upon the industry Matting Care Optico/ Character
(OCR) technology. this option allows document images of typed
information to be converted to test Support for fat pa8e zone, and Drag-
.and-drop are included This option is licensed on a per workstation basis.
Prerequisites: LibertyNET Bas eSystem
Software SubTotal
City Government Discount of 20%
Software Total
8
1
2
Schedule A
$9,950.00
$3 ,590.00
$6,995.00
$11,196.00
5539.00
$32,270.00
(6,454.00)
$25,816.00
Services
Needs Analysis, Configuration. Installation and End User Training (7
days ® $I400/day). Plus travel and expenses
Oracle Database Lookup Application
Allows auto-inderingfroni an existing Oracle Database.
*iYtll require development and access to existing database information.
Sabseriptioa and Telephone Support, (I$% of Software List).
Total Project Cost
$9,800.00
55,000.00
55,808.60
$46,424.60
Exhibit B
Expenses
City shall reimburse SIT at actual cost for the following expenses that are directly attributable to
authorized work performed under this Agreement:
• Travel expenses other than normal commuting, including airfares, rental vehicles,
and highway mileage in company or personal vehicles at $0.31 cents per mile. All
travel must be approved by City prior to incurring travel expenses. It is agreed that
City shall not reimburse any travel expenses for travel within two (2) hours travel
time to and from Round Rock, Texas.
•
Meals, not to exceed City's travel per diem.
Lodging.
Telephone, fax, online and telegraph charges.
Postage and courier services.
Printing and reproduction.
C.\WINBOWATEBIROt RY INTERNET FILENOLI t1IC?.51TLIBERTV- B-NOCIjk!
LIBERTY 1MSTm
MASTER SOFTWARE LICENSE
AGREEMENT •
MASTER SOFTWARE LICENSE AGREEMENT
( "License Agreement ") made as of
, 2002 by and
between Liberty Information Management Systems
( "Liberty 1MS "), having its place of business at
3158 Red Hill Ave., Suite 100, Costa Mesa, CA
92626 and City of Round Rock having its place
of business at 221 East Main Street, Round
Rock, TX 78664 -5299 ( "Licensee ").
1. SOFTWARE LICENSE.
Subject to the terms and conditions set forth is this License
Agreement, Liberty IMS hereby grants to Licensee a
personal, nontransferable, nonexclusive license to use the
Software (including related materials thereto, such as
operating instructions, user manuals, and other such
documentation) identified on Schedule A. Schedule A is the
attached Request for Password, and any subsequent Requests
for Password submitted on behalf of the licensee.
2. USE OF SOFTWARE.
(a) In accordance with this license grant, Licensee may use all
or any portion of the Software or transmit all or any portion of
the Software or utilize all or any portion of the Software in
the course of operations.. Licensee may not copy the
Software except that it may make up to two back -up copies of
the Software for archival purposes only.
(b) Software is licensed for use only with and shall only be
installed as specified on the attached Schedule A. 'Unless
otherwise specified, Software is licensed for use only at the
address identified with the Software and Equipment on the
attached Schedule A.
(c) Licensee may use the Software for its own internal
purposes only. Licensee may not assign, sell, convey,
relicense or sublicense or otherwise permit the use of,
transfer, or make available to third panty the Software without
the express written permission of Liberty 1MS. Licensee may
not use the Software in connection with any service bureau,
time - sharing service or other data processing service.
(d) Licensee, its employees and agents and contractors of
Licensee may use the Software provided that with respect to
its employees: (1) Licensee advises them of their obligations
hereunder, and (2) with respect to such agents and
contractors, such parties agree in writing to be bound by the
terns of this License Agreement.
(e) Licensee may not use the programs constituting part of the
Software except in machine - readable form. Licensee agrees
not to reverse compile or disassemble the Software and will
not either itself or permit others to create or attempt to create,
E%// // ; G
by reverse compiling or disassembling or otherwise, the
source programs or any part thereof from the object programs
or from other information made available by Liberty IMS
under this License Agreement or otherwise (whether oral,
written, tangible or intangible).
(f) All copies of the programs constituting part of the
Software or any part of such programs, whether in printed or
machine readable form and whether on storage media or
otherwise, shall be part of the Software subject to this License
Agreement, and shall include all legends in full in the forth
contained in the Software as delivered to Licensee by Liberty
IMS.
(g) Licensee may not remove from or deface any decal or
imprint on the Software naming Liberty IMS or any other
party as proprietor thereof or do any other act inconsistent
with such proprietorship.
3. PROPRIETARY RIGHTS & CONFIDENTIALITY.
Licensee acknowledges that the Software is a proprietary
product and process of Liberty IMS that embodies certain
valuable trade secrets of Liberty IMS; that Liberty 1MS has
rights of copyright therein; that Liberty IMS' rights extend to
both the intellectual processes and to the actual expressions
and articulations contained in the Software; and that no rights
of ownership or title to the intellectual property in the
Software is transferred to Licensee. Unauthorized use,
reproduction, disclosure and transfer of the Software is
strictly prohibited.
4. LIMITED WARRANTY.
Liberty IMS warrants that .Software products developed and
licensed directly by Liberty 1MS, will perform substantially in
accordance with Liberty IMS specifications for a period of
ninety (90) days limn the original date of shipment of the
licensed software. In the event of a failure to so perform is
made known to Liberty 1MS within the said 90 -day period,
Liberty IMS will at its option repair Me defect or replace the
defective product Liberty 1MS' obligation hereunder will be
limited to such repair or replacement.
Liberty 1MS has performed testing for Year 2000. All
internal dates are stored and processed as four-digit years.
Since Year 2000 issues involve both the Liberty IMS product
as shipped, modifications using the LibertyNETrM
Application Builder (LAB) by the integrator or licensee, and
interaction with other hardware and software, Liberty IMS
recommends testing by the Licensee in the Licensee's specific
environment. Liberty IMS makes no specific warranties
regarding Year 2000.
This warranty does not apply if the Products or database
includes changes made by third parties or software provided
by third parties. If Liberty IMS determines that a reported
problem is not covered by the warranty (including but not
limited to improper use of the computer system or an
equipment malfunction, where Liberty IMS did not provide
the equipment which malfunctioned), then Customer agrees to
RC -H -Masai SW Licelse.DOC 990125
reimburse Liberty IMS for all time, materials and expenses
spent in investigating such problem.
THE WARRANTIES SPECIFICALLY GRANTED IN
THIS AGREEMENT ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FOR A
PARTICULAR PURPOSE. CUSTOMER AGREES
THAT 'TIIE EQUIPMENT COMPONENT'S AND
SOFTWARE SYSTEM HAVE BEEN SELECTED BY
CUSTOMER AND ARE OF A DESIGN, SIZE,
PERFORMANCE, FITNESS AND CAPACITY
SELECTED BY CUSTOMER AND THAT CUSTOMER
1S SATISFIED THAT THE SAME ARE SUITABLE
AND FIT FOR ITS PURPOSES.
IN NO EVENT WILL THE TOTAL LIABILITY OF
LIBERTY IMS HEREUNDER, WHETHER IN
CONTRACT OR TORT (INCLUDING NEGLIGENCE)
EXCEED THE TOTAL AMOUNT PAID BY LICENSEE
FOR TILE PARTICULAR PRODUCTS Olt SERVICES
WHICH ARE THE SUBJECT OF A SPECIFIC CLAIM.
IN NO EVENT WILL LIBERTY IMS BE LIABLE TO
LICENSEE OR ANY THIRD PARTY INCLUDING BUT
NOT LIMITED TO ANY SUBSEQUENT PURCHASER
011 USER FOR ANY DAMAGES, INCLUDING ANY
LOST PROFITS, LOST SAVINGS OR OTHER
INCIDENTAL, SPECIAL, INDIRECT, COVER Olt
CONSEQUENTIAL DAMAGES ARISING OUT OF
THE USE OF OR INABILITY TO USE THE PRODUCT
EVEN IF LIBERTY IMS OR AN AUTHORIZED
AGENT HAS BEEN APPRISED OF THE POSSIBILITY
OF SUCH DAMAGES.
5. TERMINATION
In the event of a material breach of this License Agreement
by Licensee not cured within thirty (30) days alter notice
thereof, Liberty IMS shall have the right to terminate this
License Agreement and the license herein granted. Upon
termination or cancellation of the License Agreement.
Licensee shall forthwith return to Liberty IMS, all existing
copies of the Software, accompanied by a certification by an
officer of Licensee that the items so returned constitute all We
existing copies or counterparts (whole or partial,) of the
Software and that Licensee has not retained or disposed of
any copies or counterparts thereof.
G. GENERAL
(a) Licensee will not export or re- export the Software, directly
or indirectly, without the appropriate United States or Foreign
government licenses.
(b) This License Agreement shall be governed by the laws of
the State of California.
(c) THE TERMS OF THIS MASTER SOFTWARE
LICENSE AGREEMENT SHALL GOVERN THE
LICENSE AND USE OF ALL SOFTWARE BY THE
LICENSEE. All Schedules executed by Licensee and Liberty
IMS shall be governed by this License Agreement. Any
contract, agreement or arrangement of which this License
Agreement is a part of shall become a part by reference, shall
be governed by the terms of this License Agreement, except
to the extent that any of such provisions are expressly waived
or modified in writing by Liberty IMS. Liberty IMS
expressly rejects any contrary or inconsistent provisions
herein to the contrary,
AGREED:
Liberty Information Management Systems
By:
Steve Lehrer
Name (Type or Print)
VP Business Development
Title
(Signature)
Date of Execution
�
Oezer 4. 57Lir K4 712
Name (Type or Print)
034y02-'
Title
Date of Execution
RLC -H- Master SW Liccuse.DOC 990125
LIBERTYNET SOFTWARE SUBSCRIPTION AND SUPPORT AGREEMENT
This Agreement is between Liberty Information Management Systems, A California Corporation, herein referred to as Liberty
IMS, and City of Round Rock herein referred to as "Customer ".
Agreement Number :
Billing Address:
City of Round Rock
221 East Main Street
Round Rock, TX 78664 -5299
Contact: Daniel Saucedo
Phone: 512.218.5439
PO#
Liberty IMS agrees to provide and the Customer agrees to accept
software services on the software listed on the attached Schedule
A for the prices indicated under the terms and conditions of this
agreement.
1. TERM
1.1 This Agreement is effective as dated on the face of this contract when
signed by authorized representatives of Customer and Liberty IMS.
This Agreement shall remain in full force and effect for a minimum
period of one (1) year and continue thereafter, subject to change in
prices until terminated by either party upon ninety (90) days written
notification.
2. DEFINITIONS
2.1 "Software Product' is LibertyNET software manufactured by Liberty
IMS.
2.2 "Designated System(s)" is the authorized system on which the
Customer intends to use the product.
2.3 "System Support site is the location at which one or more Designated
Systems are Installed.
2.4 "Principal System' is the Designated System on which the Software
Product is installed, and must be located at the System Support Site.
There must be a Principle System designated for each Software
Product.
2.5 "Service Fee" is the fee currently charged for maintenance with
respect to a particular Software Product as configured for a particular
Designated System. If the Software Product is specified by number of
users, then the "Service Fee" for the Principal System will be for the
largest number of users ordered by Customer.
2.6 "Updates" are all error corrections, extensions and other changes
made by Liberty IMS to a Software Product.
2.7 "Major Update" is a new version of the Software Product offering
extended capabilities or enhanced performance.
2.8 "Non- Update Product" is a Software Product developed and
manufactured by a Third Party and distributed by Liberty IMS to which
Liberty IMS will provide general operational support and service, but
updates are available through the Third Party exclusively.
2.9 "Primary Contact" is the person authorized by Customer to request
service from Liberty IMS and to whom all updates will be sent on
behalf of Customer. Customer will provide Liberty IMS written
notification of any change in the Primary Contact.
2.10 "Secondary Contact" is a Customer- designated alternate to the
Primary Contact.
3. LIBERTY IMS RESPONSIBILITIES
3.1
3.1.1
3.1.2
3.1.3
3.1.4
3.1.5
Effective Date:
Equipment Location:
Same
Primary Contact: Daniel Saucedo
Phone: 512.218.5439
Secondary Contact:
Phone:
Ek', /c`5 /T .]]
Liberty IMS will provide telephone and remedial diagnostics and
support during Liberty IMS' normal working hours so that each
Software Product listed on Schedule A will operate on a Designated
System(s) substantially as described In the then current user
documentation for such product. Diagnostic maintenance for the
System Support Site will include action to verify the problem's
existence and to determine conditions under which such problems
may reoccur. This shall include problem isolation to hardware or
LlbertyNET software. After such verification and determination, that a
LlbertyNET software problem exists, Liberty IMS will, at its option and
expense, provide one of the following:
An immediate patch for the problem;
A temporary bypass or work around for the problem;
A statement that the problem will be corrected in the next update
release;
A statement that the problem will be reported to the Third Party of the
Non- Update Product;
A statement that more information about the problem is required;
3.1.6 A statement that the Software Product operates substantially as
described in its current user documentation or that the problem arises
when such product is used in a manner not intended for such product
design.
3.2 Liberty IMS will provide telephone support for up to H hours per month
for the Designated System(s). Telephone support in excess of H
hours per month will be billed to the Customer at the then current
Liberty IMS rates.
Liberty IMS will provide general consulting services which include
general support for standard operations, use of the Application Toolkit,
and application support as part of the H hours per month telephone
support. Liberty IMS will bill Customer at the then current rates for
support in excess of H hours per month.
The number H is specified in Schedule A.
3.3 Liberty IMS will periodically deliver one (1) copy of the updates for
each Software Product to the Primary Contact for the Designated
System(s). This service is not available for Non - Update Products,
3.4 Under this Agreement, Liberty IMS is unable to provide updates on
specific Third Party package software (e.g. Microsoft products;
Windows, DOS, etc.). It is the end - user's responsibility to register all
Third Party products with the appropriate vendor.
3.5 Liberty IMS will periodically deliver on (1) copy of the update notices
for the Software Products when received from Third Party to the
Primary Contact for the Designated System(s).
3.6 Liberty IMS will continue to provide support for the previous revision of
a Software Product for a period of 180 days following release of a
Software Product Update.
Page: 1 Subscription &Support.DOC 990125
3.7 Liberty IMS will ship software updates, documentation and general
support material using standard surface priority. Liberty IMS will bill all
expedited shipping charges to Customer.
4. SERVICE LIMITATION
4.1 In no event will Liberty IMS be liable for any loss of data, loss of
profits, or any special, indirect or consequential damages in
connection with providing or failing to provide the services described
herein.
5. CUSTOMER RESPONSIBILITIES
5.1 Customer shall be licensed for all Software Products for which support
services are requested.
5.2 Customer shall execute 'and have in force with Liberty IMS a
LibertyNET Hardware Maintenance and Support Agreement.
5.3 Customer shall load and lest new revisions of the Software Product
within six (6) months of their release date.
5.4 Customer shall maintain a remote dial -in support capability as
specified by Liberty IMS and not limit or otherwise restrict Liberty IMS
access to the system or information pertaining to the reported'
problem. All such information derived by Liberty IMS shall be kept in
strict confidence.
5.5 Customer shall perform reasonable software /hardware tests upon
request from the Liberty IMS National Customer Support Center
personnel.
5.6 Customer shall agree to automatic amendment to attached Schedule
A to reflect shipment of Software Products not previously shipped to
Customer and additional copies of Software Products for use on
Designated System(s).
5.7 Customer agrees to implement each patch, bypass or work around
update or other solution to such problem provided by Liberty IMS.
Failure to do so releases Liberty IMS from any obligation to further
support the software.
5.8 Customer agrees to return upon request and at Customer's expense,
any loaned media or equipment.
5,9 Customer is responsible for acquiring and maintaining current release
levels of Non - Update Products as recommended by Liberty IMS.
6. CHARGES
6.1 Annual Agreement charges will be invoiced one (1) year in advance
and are due and payable as specified in the terms of the invoice.
6.2 Liberty IMS may change the software charges after the initial one (1)
year Agreement period given ninety (90) days written notification. The
new charges will not exceed the then current published Liberty IMS
prices for software support on the effective date.
6.3 Charges for software added to this Agreement will be at the current
published prices at the time the software is added.
6.4 All charges are exclusive of any installation fees, customs, import
duties, federal, stale, municipal, or other government excise, sales,
use, occupational or like taxes now in force or enacted in the future,
and all such taxes if paid by Liberty IMS shall be added to the charges
outlined herein.
6.5 Liberty IMS may, at its sole option, immediately terminate or
temporarily suspend all of its responsibilities stated in this Agreement
in the event Customer is delinquent in the payment of any invoice from
Liberty IMS for a period in excess of thirty (30) days.
6.6 Liberty IMS may charge interest of 1.5% per month on past due
invoices.
7. GENERAL
7.1 If any provision of this Agreement shall be held invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.
7.2 Liberty IMS shall retain the right to publish problems, questions,
resolutions and responses.
7.3 Failure to make payment of any invoices past due more than thirty (30)
days shall constitute default. Failure to perform an obligation or
covenant under this Agreement shall constitute default. Upon default,
Liberty IMS at its sole discretion, may terminate this Agreement by
written notification to Customer.
7.4 It is expressly understood that if either party on any occasion fails to
perform any term of this Agreement and the other party does not force
that term, the failure to enforce on that occasion shall not prevent
enforcement on any other occasion.
7.5 The Agreement shall not be assigned by either party without prior
written approval of the other.
7.6 This Agreement shall be governed by the laws of the State of
California.
7.7 From time to time, Liberty IMS will release new features for their
software, which are sold as Options. These Options must be
purchased by the Customer from Liberty IMS.
8. FORCE MAJEURE
8.1 Except with respect to Customer's obligation to make timely
payments, neither party shall be held responsible for any delay or
failure in performance to the extent that such delay or failure is caused
by fires, strikes, embargoes, explosions, earthquakes, floods, wars,
water, the elements, labor disputes, govemment requirements, civil or
military authorities, Acts of God or the Public Enemy, inability to
secure raw materials or transportation failures, acts of omissions of
carriers or suppliers or other causes beyond the control whether or not
similar to the foregoing.
9. ACCEPTANCE
9.1 Signing of this Agreement and attached Schedule A constitutes
acceptance of each provision of this LibertyNET Software Subscription
and Support Agreement.
AGREED: Liberty Information Management Systems
B
Steve Lehrer
Name (please print)
VP Business Development
Title
B
Title
Date
- G/ G'
Date
SE;.
T )9. STL.II,IR a.
please �� p . n '( nt) dd ,, J
Page: 2 Subscription &Support.DOC 990125
Schedule A
LIBERTYNETTM SOFTWARE SUBSCRIPTION AND SUPPORT AGREEMENT
Agreement Number:
The following software is covered by this agreement:
LibertyNET Base System (without Automation Module)
LibertyWEB
LibertyOCR (one license)
Total of 5 concurrent LibertyNET users and 10 LibertyWEB users
The annual Agreement charge for the above specified software shall be $5,808.60.
H, the total number of hours per month for telephone support, shall be: 1.5hrs.
Page: 3 Subscription &Support.DOC 990125