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R-99-06-24-10G5 - 6/24/1999RESOLUTION NO. R- 99- 06- 24 -10G5 WHEREAS, the Round Rock Independent School District has acquired title in trust for itself and the City of Round Rock, through judicial foreclosure of the tax liens pursuant to terms of the Texas Tax Code, and WHEREAS, the Texas Tax Code authorizes the Round Rock Independent School District to resell such properties, and WHEREAS, the Round Rock Independent School District has received bids for the purchase of Lot 6, Block E, The Hermitage, as recorded in Plat Cabinet D, Slide 118, Plat Records of Williamson County, Texas, and WHEREAS, the City Council wished to authorize the Mayor to execute a Tax Resale Deed conveying said property, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed on behalf of the City of Round Rock to execute the attached Tax Resale Deed conveying the above - described property acquired by the Round Rock Independent School District as a result of previous tax sales. 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 K: \wP rocs \KESOLurI \R90624G5.wPr /scg Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 24th day of June, 1999. ATTEST: E LAND, City Secretary 2. City of Round Rock, Texas TAX RESALE DEED STATE OF TEXAS X X KNOW ALL MEN BY THESE PRESENTS COUNTY OF WILLIAMSON X That ROUND ROCK INDEPENDENT SCHOOL DISTRICT, TRUSTEE, CITY OF ROUND ROCK AND WILLIAMSON COUNTY acting through the presiding officer of its governing bodies, hereunto duly authorized by resolution and order of each respective governing body and duly recorded in their official Minutes, hereinafter called grantors, for and in consideration of the sum of $125.00 cash in hand paid by DONALD GRUNDY MARIE GRUNDY 1902 HERMITAGE DRIVE ROUND ROCK TX 78681 hereinafter called grantee(s), the receipt of which is acknowledged and confessed, have quitclaimed and by these presents do quitclaim unto said grantee(s) all of the right, title and interest of the grantors, they being all of the taxing units interested in the tax foreclosure judgment against the property herein described, acquired by tax foreclosure sale heretofore held under Cause No. 94- 140 -T277, in the district court of said county, said property being located in Williamson County, Texas, and described as follows: Lot 6, Blk. E, The Hermitage, according to the map or plat thereof, recorded in Plat Cabinet D, Slide 118, Plat Records of Williamson County, Texas TO HAVE AND TO HOLD the said premises, together with all and singular the rights, privileges, and appurtenances thereto in any manner belonging unto the said grantee(s), their heirs and assigns forever, so that neither the grantors, nor any other taxing unit interested in said tax foreclosure judgment, nor any person claiming under it and them, shall at any time hereafter have, claim or demand any right or title to the aforesaid premises or appurtenances, or any part thereof. SUBJECT however to the following covenants, conditions and restrictions: (a) The above described realty, or any part thereof, shall not be used in the operation of, or in conjunction with, any school or other institution of learning, study or instruction which discriminates against any person because of race, color or national origin, regardless of whether such discrimination be effected by design or otherwise. (b) The above described realty, or any part thereof, shall not be used in the operation of, or in conjunction with, any school or other institution of learning, study or instruction which creates, maintains, reinforces, renews or encourages, or which tends to create, maintain, reinforce, renew or encourage a dual school system. These restrictions and conditions shall be binding upon grantee and grantee's successors, assigns, heirs and personal representatives for a period of fifty (50) years from the date hereof. The foregoing restrictions and the other covenants hereafter set out are covenants running with the land, and each and every parcel thereof, and shall be fully binding upon any person, firm, partnership, corporation, trust, church, club, governmental body, or other organization entity whatever (whether private or governmental in nature), without limitation, hereafter acquiring any estate, title, interest or property in said land, whether by descent, devise, purchase or otherwise; and no act or omission upon the part of grantor herein, its successors and assigns, shall be a waiver of the operation or enforcement of such restrictions; but neither restriction shall be construed to be a condition subsequent or special limitation on the estate thereby conveyed. It is further covenanted that third party beneficiaries of the restrictions set forth above shall be as follows: (1) As to the restrictions set out in (a) above, any person prejudiced by its violation; (2) As to the restriction set out in (b) above, any public school district or any person prejudiced by its violation; and (3) As to either or both of the restriction set out in (a) and (b) above, the United States of America, as plaintiff, and the America G.I. Forum, the League of United Latin American Citizens (LULAC), and the National Association for the Advancement of Colored People (NAACP), as intervenors, in U.S. v. Texas, Civil Action No. 5281, Tyler Division, U.S. District County, Eastern District of Texas; reported in U.S. v. Texas, 321 F. Supp. 1043 (E.D. Tex. 1970); U.S. v. Texas, 330 F. Supp. 235 (E.D. Tex 1971); aff'd with modifications sub nom U.S. v. State of Texas and J.W. Edgar, et al., 447 F2d 441 (5 Cir. 1971); stay den. sub nom. Edgar v. U.S., 404 U.S. 1206 (1971); cert den.404 U.S. 1016 (1972). It is further covenanted that in case of violation of either or both of the above restrictions, any of the third party beneficiaries above alluded to is authorized and empowered to prosecute proceedings at law or in equity against any person, firm, partnership, corporation, trust, church, club, governmental body or other organization or entity whatever (whether private or governmental in nature), without limitation: (A) To enforce either or both of such restrictions relating to the use of the above- described realty; (B) To abate or prevent violations of either or both of such restrictions; and (C) To recover damages for a breach of either or both of such restrictions. It is further covenanted, that any third party beneficiary referred to above shall prosecute proceedings at law or in equity for the aforesaid purposes, such third party beneficiary may recover reasonable attorney's fees from the violator or violators of either or both of such restrictions, if the Court finds that the proceedings were necessary to bring about compliance therewith. Taxes for the present year are to be paid by grantee(s) herein. This deed is given expressly subject to recorded restrictive covenants running with the land, and valid easements of record as of the date of this sale, if such covenants or easements were recorded prior to January 1 of the year the tax lien(s) arose. IN TESTIMONY OF has caused these presents to be executed this ley- of �Aa/YU1� , 19� STATE OF TEXAS COUNTY OF :g y°i: Ggs, CHpISTINE ft. Mp RTINF MY COM August 5, 001 After recording return to: Mayor City of Round Rock, Texas X X A lark ) Notary Public, State of Texas �J Commission Expires: gC -S - Before me, the undersigned authority, on this day personally appeared Robert Stluka, Mayor, City of Round Rock, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that executed the same for the purposes and consideration, therein expressed and in the capacity therein stated. }{� GI UNDER MY AND SEAL OF OFFICE THIS THE �'l = DAY OF ,19 IN TESTIMONY WHEREOF has caused these presents to be executed this day of 19 . STATE OF TEXAS COUNTY OF WILLIAMSON BY: Raymond Hartfield, President Board of Trustees Round Rock Independent School District X X Before me, the undersigned authority, on this day personally appeared Raymond Hartfield, President, Board of Trustees, Round Rock Independent School District, Williamson County, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that executed the same for the purposes and consideration, therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS THE DAY OF , 19 . Notary Public, State of Texas Commission Expires: IN TESTIMONY WHEREOF has caused these presents to be executed this day of , 19 . STATE OF TEXAS X COUNTY OF X BY: John Doerfler County Judge Williamson County, Texas Before me, the undersigned authority, on this day personally appeared John Doerfler, County Judge, Williamson County, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that executed the same for the purposes and consideration, therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS THE DAY OF ,19 Notary Public, State of Texas Commission Expires: Item Legal description 1998 CAD Value Judgment Amount Highest Bid High Bidder's Name and Address 1 Lot 6, Bk. E, Hermitage $7,500.00 $7,500.00 $125.00 Donald and Marie Grundy, 1902 Hermitage DR., Round Rock TX 78681 2 Pt. of Lot 7, Bk. C, Acres West $10,000.00 $10,000.00 $12,555.00 John McConnell, 3307 Northland Dr., Austin Tx 78731 3 88,700.36 sq. ft., W. Harris Survey $56,755.00 $37,530.00 $15,000.00 Vernon O'Rourke, 13110 Bidwell, Austin Tx 78731 4 Lot 1 -A, Bk A, Canyon Creek $10,515 $8,518.00 $2,001.02 Enrique Perez, 8506 Dunsmore, Austin Tx 78749 5 Lot 4, Bk A, Lake Creek Subd. $3,000.00 $4,273.00 $854.00 Renita Mitchell, 710 Thrush Dr., Leander Tx 78641 ROUND ROCK INDEPENDENT SCHOOL DISTRICT 1999 SEALED BID AUCTION HIGHEST BIDS RECEIVED The Hermitage Subdivision DATE: June 21, 1999 SUBJECT: City Council Meeting — June 24, 1999 ITEM: 10.G.5. Consider a resolution authorizing the Mayor to execute a Tax Resale deed to Donald and Marie Grundy for property described as Lot 6, Block E, The Hermitage, Round Rock, Williamson County, Texas. The Round Rock Independent School District recently conducted a sealed bid auction of the properties it had acquired as a result of previous tax sales where no bids were received. The highest bid for this property was $125. Staff Resource Person: David Kautz, Finance Director. New - ax esa e ee to enita tchel. .ot 4, BlockA, Lake Creek Subdivision, Round.+ Williamson Co., TX. 6/24/99 BAKER- AICKLEN & ASSOCIATES, INC. Engineers /Surveyors July 15, 2003 Mr. Jim Nuse, City Manager City of Round Rock 221 East Main Street Round Rock, TX 78664 RE: OWNER'S AFFIDAVIT FOR SUBDIVISION PLAT RECORDING Dear Mr. Nuse: I am enclosing the owner's affidavit form that is required for recording the final plat of Lake Creek Addition, including Replat of Lot 4, Lake Creek Subdivision. The City of Round Rock Planning and Zoning Commission approved this plat on July 2nd, 2003. If you will notify me when this is signed, I will turn the form in to the Planning Department so that they can begin the recordation process. If you have any questions, please call me at 244 -9650 x 490. Thank you. Sincerely, David H. Hutton, AICP Senior Project Planner DHH /vmb Enc. O: \601- 2 -091- 23'Ownen Affidavit 7 -15 -03 203 E- Main St -, Suite 201 • Round Rock. Texas 76664 • 512/244 -9620 • FAX 512/244 -9623 The State of Texas County of Williamson Acknowledged and sworn before me on i CHRISTINE R. MARTINEZ MY COMMISSION EXPIRES August at 2005 o: \Forms \CORR Planning \Owners Affidavitdoc Form A Typed Name Check # Now comes the City of Round Rock, the subdivider of a subdivision to be knows as Lake Creek Addition Including Replat of Lot 4, Lake Creek Subdivision, and states under oath or affirmation and subject to penalties of law that the original tax certificates attached to the plat of the subdivision describe all of the property contained within the subdivision and all taxing entities with jurisdiction over the property. James R. Nuse, P.E. Notary Public My commission expires Issue Date : 05/29/2003 Property ID R055911 Cross Ref : R -16- 0298 -EX00 -0007 Value Information Mays N Rr Land HS $0 Round Rock, Tx 78664 Land NHS • $47,994 AW0298 HARRIS, W. Imp H5 $0 SUR., ACRES .6296 Imp NHS $0 Ag Mkt $0 Ag Use $0 HS Cap Adj $0 Assessed $47,994 GWI RFM W09 taw-- ,e AlCl 2002 99644.1 2002 99644.1 2002 99644 lure of Au d Officer of file Tax Office 0 Ilea, Tie Software Creep, is TAX CERTIFICATE liR 3 Bala uir� e ARM ,, - Deborah M. Hunt, C T A 710 South Main Street, Suite 102 Georgetown, Texas 78626 This certificate includes tax years up to 2002 Entities to which this certificate applies GWI - WILLIAMSON COUNTY GENERAL RFM - FM /RD WMSN CO W09 - UPPER BRUSHY CREEK WCID # 0 00 0.00 0.00 Total for Total Page 1 of 1 gknerI Owner ID 011710 ROUND ROCK CITY OF PO BOX 236 ROUND ROCK, TX 76683 Certificate # 8373 This Document Is To Certify That After A Careful Check Of The Tax Records Of This Offi The Following Cerrent Or Delinqu Taxes, Penalties, And Interest Are Due On The Property Pot The Taxing Entities Described Above: 0.00 0.00 0 00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 current bills if paid by 05/31/2003 : $0.00 due on all bills 05/31/2003 : $0.00 2002 taxes paid for entity GWI $0.00 2002 taxes paid for entity RFM $0.00 2002 taxes paid for entity W09 $0.00 i [ If Applicable. The Above Described Property Is Receiving Special Valuation eased On Ito use. Additional Rollback Taxes Which May Become Due Based On The Provisions Of The The Special Valuation Are Not Indicated In This Document [ i Mi. Certificate Doe. Mot Clear Abuse Of Granted Exemptions As Defined In Section 11.43, Paragraph (4) Of The Texas Property Tax Code. Date of Issue : 05/29/2003 Requestor : Baker Aicklen Ref. Number : 244 -9620 Fee Paid $10.00 Payer : Baker Aicklen Issue Date : 05/29/2003 TAX CERTIFICATE � v Deborah M Hunt C T A 710 South Main Street, Suite 102 Georgetown, Texas 78626 This certificate includes tax years up to 2002 Entities to which this certificate applies GWI - WILLIAMSON COUNTY GENERAL RFM - FM /RD WMSN CO W09 - UPPER BRUSHY CREEK WCID # Property ID Cross Ref R333190 R -16- 4370 -EX0A -0004 Value Information 300 Burnet St Rr Land HS $0 Round Rock, Tx 78664 Land NHS $6,000 LAKE CREEK, BLOCK A, LOT 4 Ilia Document fa To Certify That After A Careful Check Of The Tax Records Of eat Are Due On The Property For The Taxing Entities Described Above. GWI 2002 99726.1 RPM 2002 99726.1 W09 2002 99726 1 If Applicable, The Above Desctibed Property la Receiving Special Valuation Based On Its Use Based On The Provisions Of The The Special Valuation Are not Indicated In This Document of Autheied Officer of the Tax Office 1999, Ile Software Group Inc Imp HS $0 Imp NHS $0 Ag Mkt $0 Ag Use $0 HS Cap Adj $0 Assessed $6,000 Page 1 of 1 O 00 O 00 O 00 Total for Total Owner ID ROUND ROCK 2002 2002 2002 Owner 011710 CITY OF PO BOX 236 ROUND ROCK, TX 78683 �i�coyFtl: 0.00 0.00 0.00 current bill due on all taxes taxes taxes Certificate # 8372 0. 1 is Office. The Following Current or Delinquent Taxes, Penaltie Date of Issue : 05/29/2003 Requestor : Baker Aicklen Ref. Number 244 -9620 Fee Paid : $10.00 Payer : Baker Aicklen And &i A lt ee - MAIM 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 s if paid by 05/31/2003 : $0.00 bills 05/31/2003 : $0.00 paid for entity GWI $0.00 paid for entity RFM $0.00 paid for entity W09 $0.00 Additional Rollback Taxes Which May 1 This Certificate Doe. Sot Clear Abuse Of Granted Exemptions As Defined In Section 11.43, Paragraph 111 Of The Texas Property Tax Cade. come Due Issue Date : 05/29/2003 Property ID AW0298 HARRIS, W. SUR., ACRES 1.38 0 1999, The Software Grasp, lac F r pert inrM R056021 Cross Ref : R- 16- 0298 -0000 - 012 0 Value Information Burnet St Rr Land HS Round Rock, Tx 78664 Land NHS /hie Document Is To Certify That After A Careful Check Of The Tax Records Of I nterest Are DOS On The Property For The Taxing entities Described Aboveg GWI 2002 136148.1 RFM 2002 136148.1 1409 2002 136148.1 ture of AuU1 Officer of the Tax Office TAX CERTIFICATE , 13. Debora M. Bunt, C T 710 South Main Street, Suite 102 Georgetown, Texas 78626 This certificate includes tax years up to 2002 Entities to which this certificate applies GWI - WILLIAMSON COUNTY GENERAL RFM - FM /RD WMSN CO W09 - UPPER BRUSHY CREEK WCID # Imp HS Imp NHS Ag Mkt Ag Use HS Cap Adj Assessed $0 $60,113 $0 $0 $0 $0 $0 $60,113 Page 1 of 1 Owner ID : 020503 UNION PACIFIC RR CO TRANSPORTATION PROP TAXES 1700 FARNAM ST 10TH FL S OMAHA, NE 68102 -2002 Certificate # 8371 e 011 ice, The Fo1loving Current Or Delinquent Taxes, Penalties, And c J i$ o 0 00 0.00 0 00 0.00 0.00 0.00 Date of Issue Requester Ref. Number Fee Paid Payer 0.00 0.00 0.00 0.00 0.00 0.00 Total for current bills if paid by 05/31/2003 : $0.00 Total due on all bills 05/31/2003 : $0.00 2002 taxes paid for entity GWI $0.00 2002 taxes paid for entity RFM $0.00 2002 taxes paid for entity W09 $0.00 [ 1 If Applicable, The Above Described Property Is Receiving special Valuation Based On Its Use Additional Rollback Taxes Which May Be Based On The Provisions OE The The Special Valuation Are Not Indicated In This Document [ 1 This Certificate Does Not Clear Abuse of Granted exemptions ha Defined In Section 11.43. Paragraph 11) Of The Texas Property Tax Code. : 05/29/2003 : Baker Aicklen 244 -9620 $10.00 Baker Aicklen Due 0.00 0.00 0.00 NONE TAX CERTIFICATE FOR ACCOUNT: 0298 -EX00 -0007 ROUND ROCK TAX OFFICE FORREST C CHILD JR TAX A/C 1311 ROUND ROCK AVE ROUND ROCK TX 78681 ISSUED TO LEGAL ROUND ROCK CITY OF AW0298 HARRIS, W. SUR., ACRES PO BOX 236 .6296 ROUND ROCK TX 78683- THIS IS TO CERTIFY THAT ALL TAXES DUE THE ROUND ROCK TAX OFFICE ON THE ABOVE DESCRIBED PROPERTY HAVE BEEN PAID UP TO AND INCLUDING 2002 WITH THE FOLLOWING EXCEPTIONS: EXCEPTIONS YEAR YEAR I YEAR YEAR YEAR LEGAL OWNER ROUND ROCK CITY OF PO BOX 236 ROUND ROCK 0.6296 ACRES TX 78683- TOTAL TAX DUE: CURRENT VALUE: 47,994 (IF PAID BY 05/31/2003) CURRENT YEAR LEVY: .00 APPLIED TAX UNIT: 01 02 11 PARENT: CERTIFICATE NO: 3310 THE ABOVE PROPERTY HAS RECEIVED SPECIAL VALUATION BASED ON ITS USE, AND ADDITIONAL ROLLBACK TAXES MAY BECOME DUE BASED ON THE PROVISIONS OF THE SPECIAL VALUATION. ISSUED TO: ROUND ROCK CITY OF GF # N / A BY j� d p Ql , ,ROUND ROCK TAX OFFICE 05/29/2003 FEE $ 10.00 OPERATOR CODE: IREN CAUSE#: 01 ROUND ROCK I.S.D. 02 CITY OF ROUND ROCK 11 ROUND ROCK C.E.D. TAX CERTIFICATE FOR ACCOUNT: 4370 -EXOA -0004 ROUND ROCK TAX OFFICE FORREST C CHILD JR TAX A/C 1311 ROUND ROCK AVE ROUND ROCK TX 78681 ISSUED TO LEGAL ROUND ROCK CITY OF LAKE CREEK, BLOCK A, LOT 4 PO BOX 236 ROUND ROCK TX 78683- THIS IS TO CERTIFY THAT ALL TAXES DUE THE ROUND ROCK TAX OFFICE ON THE ABOVE DESCRIBED PROPERTY HAVE BEEN PAID UP TO AND INCLUDING 2002 WITH THE FOLLOWING EXCEPTIONS: YEAR 1 YEAR 1 YEAR YEAR YEAR NONE EXCEPTIONS 1 1 1 LEGAL OWNER ROUND ROCK CITY OF PO BOX 236 ROUND ROCK 0.0000 ACRES TX 78683- TOTAL TAX DUE: CURRENT VALUE: 6,000 (IF PAID BY 05/31/2003) CURRENT YEAR LEVY: .00 APPLIED TAX UNIT: 01 02 11 PARENT: CERTIFICATE NO: 3309 THE ABOVE PROPERTY HAS RECEIVED SPECIAL VALUATION BASED ON ITS USE, AND ADDITIONAL ROLLBACK TAXES MAY BECOME DUE BASED ON THE PROVISIONS OF THE SPECIAL VALUATION. ISSUED TO: ROUND ROCK CITY OF GF # N / A BY �� V h-C Q .P, ,ROUND ROCK TAX OFFICE 05/29/2003 FEE $ 10.00 OPERATOR CODE: IREN CAUSE#: 01 ROUND ROCK I.S.D. 02 CITY OF ROUND ROCK 11 ROUND ROCK C.E.D. NONE TAX CERTIFICATE FOR ACCOUNT: 0298 -0000 -0120 ROUND ROCK TAX OFFICE FORREST C CHILD JR TAX A/C 1311 ROUND ROCK AVE ROUND ROCK TX 78681 BY ISSUED TO LEGAL UNION PACIFIC RR CO TRANSPORTATION PROP TAXES 1700 FARNAH ST 10TH FL S OMAHA NE 68102 -2002 EXCEPTIONS YEAR ( YEAR 1 YEAR ( YEAR YEAR 05/29/2003 FEE $ 10.00 AW0298 HARRIS, W. SUR., ACRES 1.38 1.3800 ACRES THIS IS TO CERTIFY THAT ALL TAXES DUE THE ROUND ROCK TAX OFFICE ON THE ABOVE DESCRIBED PROPERTY HAVE BEEN PAID UP TO AND INCLUDING 2002 WITH THE FOLLOWING EXCEPTIONS: LEGAL OWNER UNION PACIFIC RR CO TRANSPORTATION PROP TAXES 1700 FARNAM ST 10TH FL S OMAHA NE 68102 -2002 TOTAL TAX DUE: CURRENT VALUE: 0 (IF PAID BY 05/31/2003) CURRENT YEAR LEVY: .00 APPLIED TAX UNIT: 01 02 PARENT: CERTIFICATE NO: 3308 THE ABOVE PROPERTY HAS RECEIVED SPECIAL VALUATION BASED ON ITS USE, AND ADDITIONAL ROLLBACK TAXES MAY BECOME DUE BASED ON THE PROVISIONS OF THE SPECIAL VALUATION. ISSUED TO: UNION PACIFIC RR CO GF # N / A ,ROUND ROCK TAX OFFICE OPERATOR CODE: IREN CAUSE #: 01 ROUND ROCK I.S.D. 02 CITY OF ROUND ROCK RESOLUTION NO. R- 99- 06- 24 -10G6 WHEREAS, the Round Rock Independent School District has acquired title in trust for itself and the City of Round Rock, through judicial foreclosure of the tax liens pursuant to terms of the Texas Tax Code, and WHEREAS, the Texas Tax Code authorizes the Round Rock Independent School District to resell such properties, and WHEREAS, the Round Rock Independent School District has received bids for the purchase of Lot 4, Block A, Lake Creek Subdivision, as recorded in Volume 7, Pages 33 through 34, Plat Records of Williamson County, Texas, and WHEREAS, the City Council wished to authorize the Mayor to execute a Tax Resale Deed conveying said property, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed on behalf of the City of Round Rock to execute the attached Tax Resale Deed conveying the above - described property acquired by the Round Rock Independent School District as a result of previous tax sales. 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 %:\ WPDOCS \RRSOLUTI \R90629G6.WPD /acg Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 24th day of June, 1999. ATTEST: E LAND, City Secretary 2. ROBERT A. STLUKA, ., Mayor City of Round Rock, Texas TAX RESALE DEED STATE OF TEXAS X X KNOW ALL MEN BY THESE PRESENTS COUNTY OF WILLIAMSON X That ROUND ROCK INDEPENDENT SCHOOL DISTRICT, TRUSTEE, CITY OF ROUND ROCK AND WILLIAMSON COUNTY acting through the presiding officer of its governing bodies, hereunto duly authorized by resolution and order of each respective governing body and duly recorded in their official Minutes, hereinafter called grantors, for and in consideration of the sum of $854.00 cash in hand paid by RENITA MITCHELL 710 THRUSH DRIVE LEANDER TX 78641 hereinafter called grantee(s), the receipt of which is acknowledged and confessed, have quitclaimed and by these presents do quitclaim unto said grantee(s) all of the right, title and interest of the grantors, they being all of the taxing units interested in the tax foreclosure judgment against the property herein described, acquired by tax foreclosure sale heretofore held under Cause No. 90- 068 -T277, in the district court of said county, said property being located in Williamson County, Texas, and described as follows: Lot 4, Block A, Lakecreek Subdivision, an addition to the City of Round Rock, according to the map or plat thereof recorded in Volume 7, Page 33 through 34, Plat Records of Williamson County, Texas TO HAVE AND TO HOLD the said premises, together with all and singular the rights, privileges, and appurtenances thereto in any manner belonging unto the said grantee(s), their heirs and assigns forever, so that neither the grantors, nor any other taxing unit interested in said tax foreclosure judgment, nor any person claiming under it and them, shall at any time hereafter have, claim or demand any right or title to the aforesaid premises or appurtenances, or any part thereof. SUBJECT however to the following covenants, conditions and restrictions: (a) The above described realty, or any part thereof, shall not be used in the operation of, or in conjunction with, any school or other institution of learning, study or instruction which discriminates against any person because of race, color or national origin, regardless of whether such discrimination be effected by design or otherwise. (b) The above described realty, or any part thereof, shall not be used in the operation of, or in conjunction with, any school or other institution of learning, study or instruction which creates, maintains, reinforces, renews or encourages, or which tends to create, maintain, reinforce, renew or encourage a dual school system. These restrictions and conditions shall be binding upon grantee and grantee's successors, assigns, heirs and personal representatives for a period of fifty (50) years from the date hereof. G� i I �' The foregoing restrictions and the other covenants hereafter set out are covenants running with the land, and each and every parcel thereof, and shall be fully binding upon any person, firm, partnership, corporation, trust, church, club, governmental body, or other organization entity whatever (whether private or governmental in nature), without limitation, hereafter acquiring any estate, title, interest or property in said land, whether by descent, devise, purchase or otherwise; and no act or omission upon the part of grantor herein, its successors and assigns, shall be a waiver of the operation or enforcement of such restrictions; but neither restriction shall be construed to be a condition subsequent or special limitation on the estate thereby conveyed. It is further covenanted that third party beneficiaries of the restrictions set forth above shall be as follows: (1) As to the restrictions set out in (a) above, any person prejudiced by its violation; (2) As to the restriction set out in (b) above, any public school district or any person prejudiced by its violation; and (3) As to either or both of the restriction set out in (a) and (b) above, the United States of America, as plaintiff, and the America G.I. Forum, the League of United Latin American Citizens (LULAC), and the National Association for the Advancement of Colored People (NAACP), as intervenors, in U.S. v. Texas, Civil Action No. 5281, Tyler Division, U.S. District County, Eastern District of Texas; reported in U.S. v. Texas, 321 F. Supp. 1043 (E.D. Tex. 1970)• U.S. v. Texas, 330 F. Supp. 235 (E.D. Tex 1971); aff'd with modifications sub nom, U.S. v. State of Texas and J.W. Edgar, et al., 447 F2d 441 (5 Cir. 1971); stay den. sub nom. Edgar v U S , 404 U.S. 1206 (1971); cert den.404 U.S. 1016 (1972). It is further covenanted that in case of violation of either or both of the above restrictions, any of the third party beneficiaries above alluded to is authorized and empowered to prosecute proceedings at law or in equity against any person, firm, partnership, corporation, trust, church, club, govemmental body or other organization or entity whatever (whether private or governmental in nature), without limitation: (A) To enforce either or both of such restrictions relating to the use of the above - described realty; (B) To abate or prevent violations of either or both of such restrictions; and (C) To recover damages for a breach of either or both of such restrictions. It is further covenanted, that any third party beneficiary referred to above shall prosecute proceedings at law or in equity for the aforesaid purposes, such third party beneficiary may recover reasonable attorney's fees from the violator or violators of either or both of such restrictions, if the Court finds that the proceedings were necessary to bring about compliance therewith. Taxes for the present year are to be paid by grantee(s) herein. This deed is given expressly subject to recorded restrictive covenants running with the land, and valid easements of record as of the date of this sale, if such covenants or easements were recorded prior to January 1 of the year the tax lien(s) arose. IN TESTIMONY REOF has caused these presents to be executed this 2f day of lint/ , 19. STATE OF TEXAS COUNTY OF CHRISTINE R. MARTINEZ MY COMMISSION EXPIRES August 5, 2001 After recording return to: Ro ert Stluka Mayor City of Round Rock, Texas X X Before me, the undersigned authority, on this day personally appeared Robert Stluka, Mayor, City of Round Rock, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that executed the same for the purposes and consideration, therein expressed and in the capacity therein stated. �/ G N UNDER MY EYLQ-. , 19 16tD AND SEAL OF OFFICE THIS THE ` DAY OF { 1 . Notary Public, State of Twa$._,-, Commission Expires: d JJ IN TESTIMONY WHEREOF has caused these presents to be executed this day of , 19 . BY: STATE OF TEXAS X COUNTY OF WILLIAMSON X Raymond Hartfield, President Board of Trustees Round Rock Independent School District Before me, the undersigned authority, on this day personally appeared Raymond Hartfield, President, Board of Trustees, Round Rock Independent School District, Williamson County, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that executed the same for the purposes and consideration, therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS THE DAY OF ,19 . Notary Public, State of Texas Commission Expires: IN TESTIMONY WHEREOF has caused these presents to be executed this day of 19 . STATE OF TEXAS X COUNTY OF X BY: John Doerfler County Judge Williamson County, Texas Before me, the undersigned authority, on this day personally appeared John Doerfler, County Judge, Williamson County, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that executed the same for the purposes and consideration, therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS THE DAY OF , 19 . Notary Public, State of Texas Commission Expires: DATE: June 21, 1999 SUBJECT: City Council Meeting — June 24, 1999 ITEM: 10.G.6. Consider a resolution authorizing the Mayor to execute a Tax Resale Deed to Renita Mitchell for property described as Lot 4, Block A, Lake Creek Subdivision, Round Rock, Williamson County, Texas. The Round Rock Independent School District recently conducted a sealed bid auction of the properties it had acquired as a result of previous tax sales where no bids were received. The highest bid for this property was $854. Staff Resource Person: David Kautz, Finance Director. New R-99-07-08-10A1 Contract w /Incode, Inc. for Municipal Court software. 7/8/99 ON Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES purcnase me rauowmg rums rrom uNLUVC. DESCRIPTION QUANTITY PRICE Epson TM -95011 Receipt Validation Printer 3 3,450.00 Installation and Configuration of System (# of Hours) 4 Hours 400.00 Estimated Travel Expenses 1 327.00 THE HARDWARE & SYSTEM SOFTWARE TO BE PROVIDED HEREIN IS SUBTOTAL 4,177.00 SUBJECT TO THE ATTACIIED TERMS AND CONDITIONS. SALES TAX ACCEPTED BY: ACCEPTED BY: TOTAL 4,177.00 CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. DATE DU E 06,30/99 'WED 14:31 FAX 8067830767 This agreement is entered into by and between Interactive Computer Designs. Inc.. hereinafter referred to as INCODE. located at 6102 Chicago, Lubbock. Texas: and CITY OF ROUND ROCK, hereinafter refened to as CUSTOMER on, 1999, Pursuant to the terms and conditions of this agreement which are contained on these pages. the CUSTOMER agrees to Customer Name Signature Title Date BY INCODE HARDWARE AND SYSTEM SOFTWARE SALES AGREEMENT Signature Vice President Title 6/30/99 Date hwsw11032594 U002 tWacktrl Lluzwizooicci Yor, l.«Qrn Fo ecx - 06430/99 WED 14:31 FAX 8067830767 INCODE IQ 003 HARDWARE SALES & SYSTEM SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS The following terms and conditions are incorporated into the Hardware Sales and System Software License Agreement between INCODE and the CUSTOMER. HARDWARE AND SYSTEM SOFTWARE PURCHASE. INCODE agrees to sell and CUSTOMER agrees to buy the Hardware and acquire a non- exclusive perpetual license to the System Software specified in this Agreement. PRICE. For the purchase of the Hardware and the license of the System Software. CUSTOMER agrees to pay the total amount specified in this Agreement. PAYMENT. CUSTOMER agrees to pay INCODE in accordance with the following: A. Twenty -five percent (25 %) upon delivery of the hardware. B. Seventy-five percent (75 %) upon acceptance of the hardware. The hardware will be considertxl accepted when appropriate hardware functions are demonstrated by INCODE. Payment does not in and of itself constitute acceptance, ESTIMATED HARDWARE DELIVERY DATE. Unless otherwise agreed upon by INCODE and the CUSTOMER. the date of the Hardware and System Software's delivery is approximate. INCODE and CUSTOMER shall agree upon scheduled delivery date(s).. TITLE. Title to the Hardware shall pass from INCODE to the CUS'T'OMER upon payment in full by the CUSTOMER to INCODE in accordance with this Agreement. Risk of loss passes with title. INSTALLATION AND SITE PREPARATION. The CUSTOMER agrees to prepare the installation site prior to the delivery of the Hardware and INCODE agrees to instal the Hardware in accordance with the following: A. INCODE shall provide CUSTOMER with a copy of all relevant site preparation instructions. B. CUSTOMER shall prepare the installation site in accordance with the site preparation instructions. C. Unless otherwise specified in this Agreement. CUSTOMER shall be solely responsible for and will fumish all necessary labor and material to install all associated electrical lines, CRT cables, and telephone lines for communication modems. D. The date INCODE installs the Hardware shall be defined as the Hardware Installation Date, However, if the CUSTOMER has not prepared the Hardware site in accordance with the site preparation instructions and /or the Hardware site is not available for installation, then the tenth day after delivery of the Hardware shall be deemed to be the Hardware Installation Date, regardless of when actual installation occurs. (2) CUSTOMER agrees to compensate INCODE, at INCODE's then standard rates. for all time and materials expended because of CUSIOMER's delays in preparing the Hardware site and /or because of the unavailability of the hardware site. HARDWARE ACCEPTANCE. The acceptance of the Hardware shall be determined as follows: A. On or atter the Hardware Installation Date, INCODE shall perform INCODE's and manufacturer's standard diagnostic tests to determine that the Hardware is functioning in accordance with the Hardware's specifications. B. When INCODE's standard diagnostic tests indicate that the Hardware is functioning in accordance with the Hardwares specifications, INCODE shall inform the CUSTOMER and INCODE and CUSTOMER must mutually agree that the hardware is functioning properly. Upon such mutual agreement the Hardware shall be deemed accepted by CUSTOMER (the "Hardware Acceptance Date "). SECURITY INTEREST. INCODE shall retain a Security Interest in all Hardware, related products. and in any proceeds for as long as any amount is owed to INCODE by the CUSTOMER under this Agreement. WARRANTIES. ALL WARRANTIES RELATING TO THE HARDWARE AND SYSTEM SOFTWARE ARE PROVIDED DIRECTLY FROM THE HARDWARE MANUFACTURERS AND /OR SOFTWARE PUBLISHERS UNDIIR l}IE TERMS AND CONDI'T'IONS OF THEIR RESPEC'T'IVE WARRANTIES. INCODE HEREBY DISCLAIMS ANY AND ALI, WARRANTIES WHETHER EXPRESS OR IMPLIED RELATING TO THE HARDWARE AND SYSTEM SOFTWARE. WARRANTY AND /OR MAINTENANCE. There is no hardware maintenance provided pursuant to this Agreement. Hardware warranty and/or maintenance are typically provided by the manufacturer or a Third Party. In situations where INCODE and the CUS'T'OMER agree that INCODE will provide hardware maintenance. such hardware maintenance shall he governed by the teens of tNCODE's hardware maintenance agreement. Notwithstanding any of the other provisions of this Agreement. INCODE warrants that the Software is fit for the purpose(s). ASSIGNMENT. Neither party shall assign this Agreement without the prior written consent of the other. No subsequent transfer of this Agreement by INCODE shall have any effect upon CUSTOMER's right to use the Software in accordance with this Agreement, and any assignee shall be bound by the terms of this Agreement as if it had executed the Agreement. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid. illegal or unenforceable in any respect, such invalidity. illegality, or unenforceability shall not atTect any other provision thereof, and this Agreement shall be construed as it'such invalid, illegal, or unenforceable provisions had never been contained therein. BINDING EFFECT. This Agreement shall inure to the benefit of and hind the parties hereto, their successors and their permitted assignees. LIMITATION OF LIABILITY. EXCEPT FOR VIOLATIONS OF INCODE'S INTELLECTUAL OR PROPRIETARY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT. INCIDENTAL. SPECIAL OR CONSEQUENTIAL DAMAGES. INCLUDING BUT NOT 06430/99 ' WED 14:32 FAX 8067830767 INCODE 4 004 HARDWARE SALES & SYSTEM SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARIISING. EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCODE'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER TO INCODE FOR THE SOFTWARE, HARDWARE AND THE SERVICES AS 1'O WHICH THE CLAIM AROSE. EXCEPT FOR: (1) DAMAGES INCURRED UNDER THE ARTICLE ENTITLTED "PATENT AND COPYRIGHT INDEMNITY ": AND (2) CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGED TO THE EXTENT CAUSED BY INCODE. THE PARTIES AGRETO I HE ALLOCATION OF LIABILITY RISK SET FORTH IN THIS SECTION. FORCE MAJEURE. INCODE shall not be liable to Customer for any delay or failure by INCODE to perform its obligations under this Agreement or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of INCODE, including, but not limited to. labor disputes, strikes, other labor or industrial disturbances. acts of God. floods, lightning, shortages of materials, rationing, utility or communication Failures. earthquakes. casualty, war. acts of public enemy. riots, insurrections., embargoes, blockages. actions. restrictions. regulations, or orders of any government, agency or subdivision thereof WAIVER. The terms, covenants, representations, warranties and conditions of this Agreement may be waived only in a written agreement signed by the party waiving compliance therewith. No waiver by any party of any condition, or the breach of any term, covenant, representation. warranty or condition set forth herein, whether by conduct or otherwise. in any one or more instances, shall be construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term, covenant, representation, warranty or condition set forth. GENERAL This Agreement is made and shall be governed by the laws of the State of Texas. excluding choice of law principles. Venue shall be in Williamson County. Texas, The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CIJSTOMER's obligation to pay INCODE. neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may he amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing. 'transmitted Copies are considered documents equivalent to original documents, however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) are dependent on each other to create the Municipal Court System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement, including the documents listed below. constitute the entire agreement between the parties concerning CUSTOMER'S acquisition and use ol'the Software. This Agrecmenl replaces and supersedes any prior verbal Or written understandings, communications, and representations between the parties. This Agreement may he executed in counterparts, which taken together shall he considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Parts Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. 2 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glasser Phone Number (512) 218-5480 PO Number Tax Exempt YES purcnasc Inc ronawmg items Iram avwvc. DESCRIPTION QUANTITY PRICE InCodel2000 unicipal Court Please note the software license fees stated in this agreement include an upgrade to InViston for each application listed herein. 1 35,000.00 THE APPLICATION SOFTWARE TO BE PROVIDED HEREIN IS SUBJECT TO TILE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS. MC. SUBTOTAL SALES TAX TOTAL DATE DUE 35,000.00 35,000.00 06/30/99 -WED 14:33 FAX 8067830767 INCODE This agreement is entered into by and between Interactive Computer Designs. Inc.. hereinafter referred to as INCODE. located at 6102 Chicago. Lubbock, Texas: and: CITY OF ROUND ROCK hereinafter referred to as COS TOMh:R on, Pursuant to the terms and conditions of this agreement which are contained on these pages. the CUSTOMER agrees ro Customer Name By: Signature Title Date SOFTWARE LICENSE SALES AGREEMENT 1999. 9y: Signature Vice President Title 6/30/99 Date hwswa032594 IQ 005 06/30/99 • WED 15:59 FAX 8067830767 INCODE SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF the terms and conditions of the Agreement and other good and valuable consideration. the parties hereto agree as follows: LICENSED SOFTWARE. INCODE agrees to provide CUSTOMER with a nonexclusive, perpetual, non- transferable license to the INCODE Software described in this Agreement (the "Software"). INCODE will provide CUSTOMER with one set of Existing & New Software documentation as it becomes available at no charge. Additional copies are available for an extra charge. MODIFICATIONS OF SOFTWARE. Any INCODE Software modifications requested by CUSTOMER and agreed upon by INCODE shall be billable at the fee agreed upon by both parties in writing. PRICE. CUSTOMER agrees to pay the total ENCODE Software License Fee amount specified in this Agreement. PAYMENT. CUSTOMER agrees to pay for the INCODE Software in accordance with the following: A. Twenty -five percent (25 %) upon delivery of the Software. B. Fifty percent (50 %) upon installation of the Software, C. Twenty -five percent (25 %) upon acceptance of the Utility System. NOTICE: Payment does not in and of itself constitute acceptance. SOFTWARE ACCEPTANCE. Software will be considered to be accepted by the CUSTOMER when the software has been in use with the CUSTOMER's "live" data for a period of thirty working days and is performing substantially in accordance with INCODE's stated specifications together with any modifications. enhancements. changes or any other mutually agreed alterations. OTHER SERVICES. CUSTOMER agrees to pay INCODE for any reasonable services and related travel expenses provided at CUSTOMER's request and not otherwise specified in this Agreement. Unless otherwise specified in this Agreement, these services include. but Fife not limited to, customized form printing programs and any other software modifications requested by the CUSTOMER. and INCODId's services will be billed in accordance with INCODE's standard fee schedule attached hereto and made a part hereof by reference. INCODE shall use its best efforts to schedule any of the travel, accommodations and related services to coincide with other installations in the general location of CUSTOMER so the expenses may be shared between CUSTOMER and any other installation site(s). INCODE's current standard fee schedule is $97.50 per hour and will remain in eftcct until the completion of the delivery of the products and services purchased herein. SOFTWARE ENVIRONMENT. In order for the INCODE Software to function properly, CUSTOMER must provide a hardware and software environment in accordance with INCODE's specifications. Such environment includes, but is not limited to. use of the appropriate operating system at the version and release levels specified by INCODE. CUSTOMER will be responsible for all additional costs incurred to the extent such hardware and software does not conform to INCODE's specifications. LICENSED SOFTWARE OWNERSHIP. CUSTOMER agrees that ENCODE., possesses exclusive title to and ownership of the INCODE Software. A. CUSTOMER agrees that CUSTOMER acquires neither ownership nor any other interest in the INCODE Software, except for the right to use and possess the INCODE Software in accordance with the terms and conditions of this Agreement B. All rights not expressly granted to CUSTOMER in this Agreement are retained by ENCODE. C. Customer agrees that INCODE Software including. but not limited to. systems designs, programs in source and /or object code format. applications. techniques. ideas, and/or know -how utilized and /or developed by INCODE are and shall remain the exclusive property of INCODE. CUSTOMER agrees that the ENCODE Software consists of INCODE's trade secrets. INCODE shall retain all copyrights in the INCODE Software, whether published or unpublished. SOFTWARE LICENSE. ENCODE hereby grants to CUSTOMER a non - transferable and non-exclusive license for the use and possession o1'a single copy of the ENCODE Software. A. ENCODE shall not he responsible for problems related to transferring the INCODE Software from one Computer Hardware configuration to another unless ENCODE. transfers the INCODE Software. B. CUSTOMER agrees that if CUSTOMER modifies the ENCODE Software, INCODE will not be responsible for providing support and /or new Software releases or upgrades. C. CUSTOMER shall not use the INCODE Software in service bureau or time sharing without the express written consent of INCODE and payment of additional fees determined by ENCODE. D. CUSTOMER shall not use the INCODE Software to perform services for any other entity or person acquired through expansion or merger. if the acquired entity or person creates a substantial increase in the usage of ENCODE software. without the express written consent of INCODE and payment of additional fees mutually agreed upon by INCODE and CUSTOMER. E. CUSTOMER agrees that INCODE may enter CUSTOMER's business premises during regular business hours to determine CUSTOMER's compliance with this Section with minimal interruption of business activities. USE OF' SOFTWARE CUSTOMER may: A. Use the Software temporarily on n back -up machine in the event that the Server is inoperable; B. Make a reasonable number of copies of the Software. solely for archive or emergency back -up puposes and /or disaster recovery testing purposes; C. Make a reasonable number of copies of Documentation solely for CUSTOMER'S internal use with the Software provided all copyright notices are reproduced. IQ 002 06,'30/99 •WED 14:34 FAX 8067830767 INCODE 4 007 SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS SOFTWARE MAINTENANCE. This License Agreement entitles the CUSTOMER to twelve month's free INCODE software maintenance and support beginning with the Software Installation Date. At the end of this period an INCODE Software Maintenance Agreement may be purchased by the CUSTOMER. The INCODE Software Maintenance Agreement includes unlimited telephone support. support by communication modem, and all software upgrades, enhancements and new releases. This License Agreement provides no Software maintenance beyond twelve months from the Software Installation Date. INCODE shall provide extended software maintenance only if INCODE and CUSTOMER have so agreed in writing. PROPRIETARY INFORMATION. A. Distribution of INCODE Software. CUSTOMER may not sell- assign, transfer, disclose. or otherwise make available, either directly or indirectly, any object code. documentation or other material relating to the Software in whole or in part, or any copy of the same in any form, to any other person or entity. B. Software as Trade Secret. CUSTOMER shall maintain the confidentiality of the Software and unless specifically authorized by INCODE or except for ordinary and necessary backup purposes. CUSTOMER may not make or have made any copies of the Software CH' any part thereof. CUSTOMER shall include INCODE's proprietary notice or other legend on any copies made by CUSTOMER as permitted hereunder. C. Notwithstanding the above, the parties recognize and understand that CUSTOMER is subject to the Texas Public Information Act and its duties run in accordance therewith. PATENT AND COPYRIGHT INDEMNITY INCODE shall indemnify and defend CUSTOMER against any claims that the Software infringes any foreign or domestic patent or copyright: provided that INCODE is given prompt notice of such claim and is given information, reasonable assistance. and sole authority to defend or settle the claim. In the defense or settlement of the claim, INCODE shall, in its reasonable judgment and at its option and expenses: (i) obtain for CUSTOMER the right to continue using the Software; (ii) replace or modify the Software so that it becomes non - infringing while giving equivalent performance. In the event of litigation, CUSTOMER shall have the right to have such litigation monitored by its counsel. at CUSTOMER'' expense. LIMITATION OF LIABILITY EXCEPT FOR VIOLATIONS OF INCODE'S INTELECTUAL OR PROPIRETARY RIGHTS. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT. INCIDENTAL, SPECIAL. OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INCODF'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED 'THE AMOUNT PAID BY CUSTOMER TO INCODE FOR THE SOFTWARE, HARDWARE AND THE SERVICES AS TO WHICH THE CLAIM AROSE. EXCEPT FOR (i) DAMAGES INCURRED UNDER THE ARTICLE ENTI'T'LED "PATENT AND COFYRIGI IT INDEMNITY "_ AND (ii) CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGED TO TE EXTENT CAUSED BY INCODE. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK SET FORTI I IN TI -IIS SECTION. WARRANTY INCODE warrants that the Software will substantially conform to documentation delivered by INCODE to CUSTOMER pursuant to this Agreement. for twelve (12) months following installation; provided, however. that INCODE's warranty hereunder shall not cover or apply to any software. or par thereof that is not developed or designed by INCODE. In the event that the Software is found to be defective in such respect and CUSTOMER notifies tNCODE in writing within twelve 112) months after its receipt of the Software of any substantial non - conformity of the Software with such specifications. INCODE's sole obligation under this warranty is to remedy such detect within sixty (60) working days of the reported error. If INCODE is unable to provide CUSTOMER with a remedy within sixty (60) working days of the reported error, CUSTOMER reserves the right to cancel this Agreement without further obligation. In the event of such cancellation, INCODE shall he liable to pay CUSTOMER all monies paid by CUSTOMER for the software license tees. 'HIE FOREGOING WARRANTY IS EXCLUSIVE AND IS MADE IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS. WFIF.THER EXPRESS OR IMPLIED. IN FACE OR IN LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.. INCODE SHALL IN NO EVENT BE LIABLE FOR DAMAGES THAT EXCEED THE AMOUNT OF THE CHARGES PAID BY CUSTOMER HEREUNDER FOR THE DEVELOPMENT AND LICENSE OF THE SOFTWARE. IN NO EVENT SHALL INCODE BE LIABLE FOR SPECIAL. INCIDENTAL. EXEMPLARY. INDIRECT OR CONSEQUENTIAL, DAMAGES OR FOR LOSS OF PROFITS, REVENUES OR DATA, EVEN IF INCODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding any of the other prov isions of this Agreement INCODE warrants that the Software is tit for the purpose(s) slated in INCODE Software Specifications. INCODE warrants that the current version of its product will he supported and maintained for a period of five (5) years from the date of installation. However. it is the intent of CUSTOMER to upgrade to INCODE's new release of its Windows -based product. InVision, as soon as practical. HOLD HARMLESS CUSTOMER agrees that it will hold INCODE harmless against any claims. damages, liabilities. costs and expenses, including reasonable attorneys' fees, arising out of or relating to (1) CUSTOMER's failure to implement any corrections, improvements and new releases relating to the Software, or any Twat thereof. (ii) CUSTOMER's unauthorized alterations to or use of the Software. or (iii) CUSTOMER's breach of any of Its obligations to maintain the confidentiality of the Software or CUSTOMER's unauthorized copying thereof 2 06/30/99 •WED 14:35 FAX 8067830767 INCODE Id 008 SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS INDEMNITY INCODE shall indemnify, save harmless and exempt CUSTOMER, its officers, agents, servants, and employees from and against any and all suits, actions. legal proceedings. claims. demands, damages. costs, expenses, attorney fees and any and all other costs or tees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its oftcers. agents. servants. and employees; provided, however. that INCODE shall not he liable for any suits . actions. legal proceedings, claims, demands. damages. costs. expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER. its officers. agents, servants and employees, or third parties. TERMINATION. This Agreement or any license referenced hereunder may be terminated by either party upon written notice if either party performs any breach of the terms of this Agreement. At the date of termination of this Agreement. CUSTOMER shall promptly return to INCODE any Software. related documentation, materials and other property of INCODE then in its possession, and any copies thereof wherever located. Notwithstanding the foregoing, all provisions hereof relating to confidentiality of the Software shall survive the termination of this Agreement. ASSIGNMENT Neither party shall assign this Agreement without the prior written consent of the other. No subsequent transfer of this Agreement by INCODE shall have any effect upon CUSTOMER's right to use the Software in accordance with this Agreement. and any assignee shall be bound by the terms of this Agreement as if it had executed the Agreement. GENERAL. This Agreement is made and shall be governed by the laws of the State of Texas, excluding choice of law principles. Venue shall he in Williamson County, Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except tnr CUSTOMER's obligation to pay INCODE. neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such tight or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing, 'Transmitted Copies are considered documents equivalent to original documents, however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Utility Billing System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement, including the documents listed below, constitute the entire agreement between the parties concerning CUSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the parties. This Agreement may be executed fn counterparts. which taken together shall be considered original. A. Hardware And System Software Sales Agreement 0. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement 0. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUA PRECENDENCE. YEAR 2000 As part of the wananty of substantial conformity to Documentation contained in this Agreement, INCODE warrants that the Software is Year 2000 compliant and will correctly address and operate accurately: (i) the change of the century fn a standard compliant manner, including both Year 2000 and beyond; Hi) the existence and absence of leap years: and (iii) date related operations. Compliance means that the Software operates and correctly processes in a manner that: (1) calculations using dates execute utilizing a four digit year; 1 ii) the Software functionality, including but not limited to, entry. inquiry, maintenance and update (whether on -line. batch. or otherwise) supports four digit processing; (iii) without human intervention; (iv) after transition of Year 2000, processing with a four digit year shall occur without human intervention: (v) all leap years shall be calculated correctly: and (vi) correct results shall be produced in forward and backward date calculation spanning century boundaries (there are no years stored as two digits.) INSURANCE INCODE will furnish CUSTOMER with evidence of (ft General Liability Policy. (ii) Worker's Compensation Policy. and (iii) Professional Liability Policy. SURETY INCODE shall furnish CUSTOMER with a Performance Rood in the amount of one hundred percent (100%) of the Contract amount. RELATIONSHIP OF THE PARTIES The parties acknowledge that INCODE is an independent contractor performing duties on behalf of CUSTOMER. Neither this Agreement, nor the parties' efforts hereunder shall create any relationship of employer- employee, partnership, or,joinl venture. ESCROW In order to protect the rights of the CUSTOMER pursuant to the agreement. INCODE shall keep and maintain a current copy of the source code for any product licenses held by CUSTOMER with a commercial escrow agency. INCODE shall provide evidence as to the establishment of the escrow account within thirty (30) days after the execution of the agreement. Such escrow agreement shall authorize the escrow agent to release such source code to the CUSTOMER Wand when the CUSTOMER shall have a right thereto pursuant to the escrow agreement or if INCODE fails to 3 06/30/99 WED 14:36 FAX 8067830767 INCODE SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS maintain the escrow as agreed herein. CUSTOMER shall have the right at any time to verify that the copy of the source code placed in escrow shall be reproduced and maintained on machine readable media compatible with CUSTOMER's equipment and shall be accompanied by full documentation thereof. Copies of the revised source code and the source code prior to the then - latest revision shall be maintained in escrow as provided hereunder. 4 X 009 DESCRIPTION QUANTITY PRICE • cuCorp Run Time (# users) 7 425,00 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES 06/30/99 WED 14:36 FAX 8067830767 THIRD PARTY APPLICATION SOFTWARE SALES AGREEMENT This agreement is entered into by and between Interactive Computer Designs, Inc.. hereinafter referred to as IN CODE, located at 6102 Chicago, Lubbock, Texas; and; CITY OF ROUND ROCK, hereinafter referred to as CUSTOMER on, ,1999. Pursuant to the terms and conditions of this agreement which are contained on these pages. the CUSTOMER agrees to THE THIRD PARTY SOFTWARE TO BE PROVIDED HEREIN IS SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. Customer Name ey: Signature Title Date By: INCDDE Signature Vice President Title 6/30/99 Date hwswa032594 SALES TAX TOTAL DATE DUE 14J010 425.00 06/30/99- WED 14:46 FAX 8067830767 INCODE THIRD PARTY APPLICATION SOFTWARE AGREEMENT TERMS AND CONDITIONS IN CONSIDERA'f ION OF the terms and conditions of the Agreement and other good and valuable consideration. the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: THIRD PARTY APPLICATION SOFTWARE PURCHASE. INCODE agrees to sell and CUSTOMER agrees to buy the Third Party Application Software specified in this Agreement. The rights to use the Third Party Application Software is based exclusively on the terms and conditions of the license from the publisher of the Third Party Application Software to the CUSTOMER. CUSTOMER agrees to be subject to and is bound by all of the terms and conditions of the license agreement relating to such software. ALL WARRANTIES RELATING TO THE THIRD PARTY APPLICATION SOFTWARE ARE PROVIDED DIRECTLY FROM LICENSOR OF THE SOFTWARE UNDER THE TERMS AND CONDITIONS OF THE LIMITED WARRANTY GRANTED THEREBY. INCODE DISCLAIMS RESPONSIBILITY FOR ANY AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED RELATING TO THE THIRD PARTY APPLICATION SOFTWARE, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PRICE. For the right to use the Third Party Application Software, CUSTOMER agrees to pay the total amount specified in this Agreement PAYMENT. CUSTOMER agrees to pay for the Third Party Application Software in accordance with the following terms: A. Upon execution of this agreement an invoice for twenty - five percent of the total amount specified in this agreement will be issued and payment is due and payable after the Customer secures financing/leasing arrangements. B. Within ten days of the date the Third Party Software is delivered to CUSTOMER, and installed if applicable, the balance of the total amount specified in this Agreement is immediately due and payable. C. All purchases of the rights to use the Third Party Application Software following installation are final. Returns of unopened. uninstalled Third Party Application Software must be made within thirty (30) days from the date of this Agreement. SOFTWARE SUPPORT. Support for Third Party Application Software is not provided by INCODE unless otherwise specified in this Agreement. INCODE's responsibility is limited to delivering the Third Party Application Software and installing the software if installation services are specified in this Agreement. LIMITATION OF LIABILITY. A. INCODE shall not be liable for failure to provide. or delays in providing, any services under this Agreement if due to any cause beyond INCODE's reasonable control. B. INCODF. SI -IALL NOT 130 LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING. BUT NOT LIMITED TO. LOSS OF ANTICIPATED PROFITS. OR OTHER ECONOMIC LOSS IN CONNECTION WITH, OR ARISING OUT OF ANY SOFTWARE OR SERVICES PROVIDED IN THIS AGREEMENT. INCODE SHALL NOT BE LIABLE FOR DAMAGES AS INDICATED ABOVE. EVEN IF INCODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. C. In no event shall INCODE be liable for any amount in excess of the monies paid by CUSTOMER to INCODE pursuant to this Agreement. ADDENDUM. Any additional terns that constitute part of this Agreement shall he set forth on the Addendum hereto. GENERAL. This Agreement is made and shall be governed by the laws of the State of Texas. excluding choice of law principles. Venue shall be in Williamson County, Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to ur vary the terms of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER's obligation to pay INCODE, neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall he construed without such provision. The failure of a party to exercise any right hereunder shall not operate EIS a waiver of such party's right to exercise such right or any other right in the future. This Agreement may he amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may he executed in counterparts. To expedite order processing. Transmitted Copies are considered documents equivalent to original documents, however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below Lin order of precedence) is dependent on each other to create the Utility Billing System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement, including the documents listed below. constitute the entire agreement between the parties concerning CUSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings, communications. and representations between the parties. 'Ibis Agreement may be executed in counterparts, which taken together shall he considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement 1 IQ 002 06/30/99 'WED 14:46 FAX 8067830767 INCODE THIRD PARTY APPLICATION SOFTWARE AGREEMENT TERMS AND CONDITIONS F. Software Conversion Agreement G. Software Training Agreement I I. Annual Software Maintenance Agreement 2 VI 003 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street InCode /2000 City Round Rock State TX Zip 78664 Contact Person Tracio Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES DESCRIPTION QUANTITY PRICE InCode /2000 ,, ,-I ,-I Municipal Court Ticket Master File 4,000.00 Warrant Master File 1,000.00 Docket Master File 1,000.00 Please Note: Customer must supply data in ASCII file format on either 3.5" diskette, or 1/4.. tape. Record layout and description must be provided. THE CONVERSION SERVICES TO BE PROVIDED HEREIN ARE SUBTOTAL 6,000.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. SALES TAX ACCEPTED BY: ACCEPTED BY: TOTAL 6,000.00 CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. DATE DUE 06/30/99• WED 14:47 FAX 8067830767 This agreement is entered into by and between nteractive Computer hereinafter referred to as INCODE. located at 6102 Chicago, Lubbock.. Texas: and; CITY OF ROUND referred to as CUSTOMER on. Pursuant to the terms and conditions of this agreement which are contained on these pages, the CUSTOMER agrees to purchase the following items from INCODE. Customer Name By: Signature Title Date 1999. RV: INCODE SOFTWARE CONVERSION AGREEMENT Signature Vice President Tide 6/30/99 Date hwswa032594 I&J 004 06/30/99 WED 14:47 FAX 8067830767 INCODE 111 005 SOFTWARE CONVERSION AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF good and valuable consideration. the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: CONVERSION SERVICES. INCODE agrees to provide the conversion services described on the first page of this Agreement (the "Services "), and CUSTOMER agrees to pay the amounts set forth herein for the Services. INCODE warrants that the conversion services stated herein will not negatively impact the CUSTOMER's ability to receive future enhancements and will not effect system performance. PRICE. For the purchase of the Services. CUSTOMER agrees to pay the total amount specified on the first page of this Agreement. Estimated costs shall be paid based on actual usage and may not exceed the estimated amount without consent of CUSTOMER. PAYMENT. CUSTOMER agrees to pay for the Services in accordance with the following: A. Upon execution of this Agreement, CUSTOMER will he invoiced and agrees to pay twenty -five percent (25 %) of the total amount specified in this Agreement after securing lease/financing arrangements. B. Within fifteen days after the acceptance of converted data for each application listed in this Agreement, CUSTOMER agrees to pay the balance of the total amount specified in this Agreement for such conversion. CONVERSION ACCEPTANCE Data conversion activities described on page 1 of the Agreement will be considered accepted by the CUSTOMER when the converted data is accurate and compli with this document and /or any addendum to this Agreement. INCODE shall notify CUSTOMER upon successful completion of all conversion routines. CUSTOMER shall have fifteen (15) working days to verify the conversion and notify INCODE of acceptance or non - acceptance of the converted data. Payment will be made in accordance with the payment provisions stated herein above. CUSTOMER'S OBLIGATIONS. As a condition to INCODE's obligations hereunder, CUSTOMER agrees to the following: A. To provide INCODE with sufficient file descriptions and layout information for the data to be converted for each software application. B. To provide INCODE with data in an ASCII unpacked format on either UNIX 1/4 inch streaming tape or 00 industry standard 9 track tape, DAT tape, or 4nnn tape. C. To provide INCODE with data that is current as of the dates agreed upon between the CUS'T'OMER and INCODE. D. '1'o pay for any charges or fees billed by a third party for the purpose of providing data to INCODE in the required format set forth in B. above. E. To promptly review necessary reports to verity accuracy of the conversion. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal. or unenforceable in any respect. such invalidity. illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall he construed as if such invalid, illegal, or unenforceable provisions had never been contained herein BINDING EFFECT AND ASSIGNMENT This agreement shall inure to the benefit of and bind the parties hereto. their successors and assigns. Neither party shall assign this Agreement without the prior written consent of the other. No subsequent transfer of this Agreement by INCODE shall have any effect upon CUSTOMER's right to use the Software in accordance with this Agreement. and any assignee shall be bound by the terms of this Agreement as if it had executed the Agreement. CUSTOMER DELAYS. If any act of failure to act by the CUSTOMER delays INCODE's performance, INCODE shall be excused from performance for an amount of time commensurate with the delay caused by CUSTOMER. CUSTOMER acknowledges that its delay may excuse INCODE from performance for an amount of time greater than the delay caused by CUSTOMER. Such delays by CUSTOMER that may cause INCODE to delay performance include, but are not limited to. the following: A. CUS'I'OMER's failure to adequately prepare in advance for the conversion Services as specified by INCODE. B. CIISTOMER's failure to provide accurate data Tor use by INCODE in any respect, on the date and in the format required by INCODE. INDEMNITY 1NCODE shall indemnify, save harmless and exempt CUSTOMER, its officers, agents, servants, and employees ti and against any and all suits, actions. legal proceedings, claims. demands. damages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out or a willful or negligent act or omission of INCODE, its officers. agents, servants. and employees: provided. however. that INCODE shall not be liable for any suits , actions- legal proceedings, claims. demands, damages. costs. expenses. and attorneys' fees arising out ora willful or negligent act or omission of CUSTOMER, its officers. agents, servants and employees, or third parties. LIMITATION OF LIABILITY. A. INCODE shall not be liable for failure to provide or delays in providing, Services under this Agreement if due to any cause beyond INCODE's reasonable control. B. CUSTOMER assumes sole responsibility for making complete up- to -date backups of existing data prior to conversion of the data. C. INCODE shall not be liable far inaccurate data in INCODE's application software which is the result of conversion of inaccurate data from the previous system. D. INCODE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND. INCLUDING, BUT NOT LIMITED 10, ANY EXPRESS WARRANTIES NOT INCORPORATED INTO THIS AGREEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IMPOSED BY LAW Olt WI !ICI I COULD OTHERWISE ARISE IN CONNECTION WITH INCODE'S PERFORMANCE UNDER THIS AGREEMENT. E INCODE AND CUSTOMER ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR ANY DAMAGES CLAIMED BY CUSTOMER AND FINALLY AWARDED AGAINST INCODE IN CONNECTION WITH PERSONAL INJURY TO CUSTOMER PERSONNEL RESULTING FROM INCODE'S NEGLIGENT BEHAVIOR WFIII..E PERFORMING SERVICES HEREUNDER, IN NO EVENT WILL INCODE'S LIABILITY 10 THE CUSTOMER, IF ANY FOR ANY CLAIM OR REASON WHATSOEVER RELATING 'I'O TIIE SUBJECT MATTER OF THIS AGREEMENT EXCEEDTI -IE FEES PAID BY CUSTOMER TO INCODE. CUSTOMER AND INCODE ACKNOWLEDGE AND AGREE THAT INCODE WILL NOT BE LIABLE FOR ANY SPECIAL. INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS. LOSS OF DATA, AND LOSS OF REVENUES, EVEN IF INFORMED OF THE POSSIBILITY THEREOF M ADVANCE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE 1 06/30/99 WED 14:48 FAX 8067830767 INCODE 10 006 SOFTWARE CONVERSION AGREEMENT TERMS AND CONDITIONS AGGREGATE. INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT. BREACH OF WARRANTY, INCODE'S NEGLIGENCE. STRICT LIABILITY, MISREPRESENTATION, AND OTHER CAUSES OF ACTION BASED ON SIMILAR LEGAL THEORIES. INCODE AND CUSTOMER FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO THIS AGREEMENT ON THE UNDERSTANDING THAT THE FEES FOR TI IE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT IIAVE BEEN SET TO REFLECT THE FACT THAT CUSTOMER'S REMEDIES. AND INCODE'S LIABILITY, SHALL BE LIMITED AS EXPRESSLY SET FORTH IN THIS AGREEMENT. AND IF NOT SO LIMITED, THE FEES FOR THE SAME WOULD HAVE BEEN SUBSTANTIALLY HIGHER. F. In no event shall ENCODE be liable for any amount in excess oldie amount paid by CUSTOMER to INCODE pursuant to this Agreement. FORCE MAJEURE. The parties to this Agreement shall not be liable to each other for any delay or failure of the other party to perform its obligations under this Agreement or otherwise if such delay of failure arises from any cause or causes beyond the reasonable control of either party. including, Ma not limited to. labor disputes. strikes, other labor or industrial disturbances. acs of God, floods, lightning, shortages of materials. rationing, utility or communication failures, earthquakes. casualty, war. acts of public enemy. riots. insuneclions, embargoes, btockages, actions, restrictions. regulations, or orders of any government, agency or subdivision thereof. GENERAL. This Agreement is made and shall be governed by the laws of the State of Texas. excluding choice of law principles. Venue shall be in Williamson County. Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the lens of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOML R's obligation to pay INCODE. neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable. this Agreement shall he construed without welt provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of tie parties. 'This Agreement may be executed in counterparts. To expedite order processing, Transmitted Copies are considered documents equivalent to original documents. however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Municipal Court System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement including the documents listed below, constitute the entire agreement between the parties concerning CUS'r0MER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings, communications. and representations between the parties. This Agreement may be executed in counterparts, which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement INSURANCE ENCODE will furnish CUSTOMER with evidence of (it General Liability Policy. (ii) Worker's Compensation Policy. and (iv) Professional Liability Policy. SURETY INCODE shall furnish CUSTOMER with a Performance Bond in the amount of one hundred percent (100 %) of the Contract amount. RELATIONSHIP OF THE PARTIES The parties acknowledge that INCODE is an independent contractor perform duties on behalf of CUSTOMER. Neither this Agreement, nor the parties' efforts hereunder shall create any relationship of employer- employee. partnership, or joint venture. 2 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number 'fax Exempt YES purcnase Inc rmrowmg I10111S 00111 1rv1,./uc. DESCRIPTION I QUANTITY PRICE ON -SITE TRAINING EXPRESSED IN HOURS I nCode /2000 Municipal Court 80 Hours 7,500.00 Estimated On -Site Travel Expenses 1 2,506.00 Please note training fees will be invoiced as incurred at the (following rates, based on the INCODE personnel assigned to your installation. Senior Project Manager $150.00/hr Project Manager $106.25/hr Senior Software Specialist $93.76/hr Software Specialist $87.50/hr INCODE bills travel expenses as incurred in addition to the fees outlined above. Travel expenses include the actual cost of airfare, hotel, parking, gas, and a $28,00 per day per diem, plus a 10% processing fee. THE TRAINING SERVICES TO BE PROVIDED HEREIN ARE SUBTOTAL 10,006,00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. SALES TAX ACCEPTED BY: ACCEPTED BY: TOTAL 10,006.00 CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS. INC. DATE DUE 06/30/99 WED 14:49 FAX 8067830767 This agreement is entered into by and between Interactive Computer D signs, Inc.. hereinafter referred to as INCODE. located at 6102 Chicago, Lubbock. Texas: and; CITY OF ROUND ROCK. hereinafter referred to as CUSTOMER 011, Pursuant to the terms and conditions of this agreement which arc contained on these pages, the CUSTOMER agrees to Customer Name By: Signature Title Date INCODE SOFTWARE TRAINING AGREEMENT 1999. By: Signature Vice President Title 6/30199 Date hwswaO32594 ht 007 06/30/99 WED 14:49 FAX 8067830767 INCODE IQ 008 SOFTWARE TRAINING AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF the terms and conditions of the Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. the parties hereto agree as follows: INCODE TRAINING. INCODE agrees to provide the CUSTOMER with the training described in this Agreetnenl Additional training may he provided by INCODE upon the request of the Customer. Additional training will be billed on a time and materiel basis on the basis of the fees schedule provided to Customer, or on terms agreed to prior to the time such services are provided by INCODE. PRICE CI ISTOMRR agrees to pay INCODE for the aelual amount of training provided. This Agreement reflects the estimated cost for the training proposed to be furnished by INCODE. FEES AND PAYMENT. CUSTOMER agrees to pay for INCODE training in accordance with the following: A. CUSTOMER will be billed for reasonable travel and other reasonahle expenses as incurred by INCODE. B. CUSTOMER is not charged for travel time to and from the CUSTOMER'S site. Only time spent on -site is billed as training time. C. If training fees and/or travel expenses are financed by the CUSTOMER and INCODE is paid in advance for training, INCODE will provide invoices to the CUSTOMER as training fees and travel expenses are incurred, showing a credit on the invoice until such lime the credit becomes exhausted. Any charges for training over and above the amount paid in advance will be billed to the CUSTOMER and will he due and payable upon receipt. D. CUSTOMER agrees to pay all expenses related to transportation of CUSTOMER's employees. TRAINING ENVIRONMENT. If training is being conducted at the CUST'OMER'S site, the CUSTOMER is responsible for providing a productive environment to conduct training. INCODE is not responsible for its inability to conduct training or for inadequate training arising due to interruptions and /or unavailability of CUSTOMER personnel to be trained. 'Time spent on -site by INCODE that results in non- productive training lime beyond INCODE's control will be billed as training time. INCODE will make reasonable efforts to schedule training on dates requested by the CUSTOMER. INCODE's training effort shall be staffed with professional personnel with standards and qualifications necessary for a successful training program. If in the opinion of CUSTOMER the assigned training personnel do not or cannot successfully co replete the training project, CUSTOMER may. at its sole option, request replacement personnel to complete the training and CUSTOMER shall not be charged for the time spent by the removed personnel. TRAVEL EXPENSES. In addition to other reimbursable expenses incurred by INCODE, CUSTOMER agrees to pay INCODE's travel expenses related to the on -site training services to be provided hereunder. INCODE and CUSTOMER shall mutually establish the training date(s). A. Travel expenses may include but is not limited to airfare, automobile rental, lodging. gasoline. parking fns and mileage (if a personal automobile is used for travel to the CUSTOMER's silt). INCODE will not charge the CUSTOMER t'or actual travel time. R. CUSTOMER understands and agrees that any estimate of travel expense stated in this Agreement is an estimate and that the CUSTOMER will he billed the actual amount. of expense incurred by INCODE. The estimated expenses shall not he exceeded unless approved in writing by CUSTOMER. PREREQUISITES. The CUSTOMER agrees that the Training does not include training the CI ISTOMER'S personnel in their job skills. INCODE's training is intended to provide instruction on the basic skills required to operate INCODE's application software. A. The CUSTOMER represents that the personnel that will receive training are competent and possess the necessary skills required to execute the responsibilities of their position. B. The CUSTOMER acknowledges that any additional training that may be required due to personnel who do not possess the necessary skills required to execute the responsibilities of their position will be billed on a time and material basis if requested by CUSTOMER, C. INCODE HEREBY DISCLAIMS ALL WARRANTIES OP ANY KIND, INCLUDING. BUT LIMITED TO, ANY EXPRESS WARRANTIES NOT INCORPORATED INTO THIS AGREEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IMPOSED BY LAW OR WHICH COULD OTHERWISE ARISE IN CONNECTION W ITT l INCODE'S PERFORMANCE UNDER THIS AGREEMENT. D. INCODE AND CUSTOMER ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR ANY DAMAGES CLAIMED BY CUSTOMER AND FINALLY AWARDED AGAINST INCODE IN CONNECTION WITH PERSONAL INJURY TO CUSTOMER PERSONNEL RESULTING FROM INCODE'S NEGLIGENT BEHAVIOR WHILE PERFORMING SERVICES HEREUNDER. IN NO EVENT WILL INCODE'S LIABILITY TO THE CUSTOMER, IF ANY FOR ANY CLAIM OR REASON WHATSOEVER RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO INCODE. CUSTOMER AND INCODE ACKNOWLEDGE AND AGREE THAT INCODE WILL NOT BE LIABLE TO CUSTOMER IN EXCESS OF THE AMOUNT OF THIS AGREEMENT. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, INCODE'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTFIER CAUSES OF ACTION BASED ON SIMILAR LEGALTHEORIES. INCODE AND CUSTOMER FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO THIS AGREEMENT ON THE UNDERSTANDING THAT THE FEES FOR THE SERVICES TO BE PROVIDED UNDER THIS 06/30/99 WED 14:50 FAX 8067830767 INCODE 4 009 SOFTWARE TRAINING AGREEMENT TERMS AND CONDITIONS AGREEMENT HAVE BEEN SET TO REFLECT THE FACT THAT CUSTOMER'S REMEDIES, AND INCODF'S LIABILITY, SHALL BE LIMITED AS EXPRESSLY SET FORTH IN THIS AGREEMENT. AND IF NOT SO LIMITED. THE FEES FOR THE SAME, WOULD HAVE BEEN SUBSTANTIALLY HIGHER. FORCE. MAJEIIRE. The parties to this Agreement shall not be liable to each other for any delay or failure of the other party to perform its obligations under this Agreement or otherwise if such delay of failure arises from any cause or causes beyond the reasonable control of either party, including. but not limited to, labor disputes, strikes, other labor or industrial disturbances. acts of God, floods, lightning, shortages of materials. rationing, utility or communication failures, earthquakes, casualty, war. acts of public enemy, riots, insurrections, embargoes, blockages., actions, restrictions, regulations. or orders of any government, agency or subdivision thereof INDEMNITY INCODE shall indemnify. save harmless and exempt CUSTOMER, its officers, agents, servants, and employees from and against any and all suits. actions. legal proceedings, claims. demands, damages, costs. expenses. attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its officers, agents. servants, and employees: provided, however, that INCODE shall not be liable for any suits , actions, legal proceedings, claims, demands. damages. costs. expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER, its officers, agents. servants and employees, or third parties. GENERAL. 'Phis Agreement is made and shall be governed by the laws of the State of Texas. excluding choice of law principles. Venue shall be in Williamson County, Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agrcemcnt. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the Icons of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER's obligation to pay INCODE. neither party shall be liable for any failure clue to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable. this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may he amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing. Transmitted Copies are considered documents equivalent to original documents. however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Municipal Court System which INCODE proposes to furnish CUSTOMER, The terms and conditions of this Agreement. including the documents listed below, constitute the entire agreement between the parties concerning CUSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the parties. This Agreement may be executed in counterparts, which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. INSURANCE INCODE will furnish CUSTOMER with evidence of (i) General Liability Policy. (ii) Workers Compensation Policy. and (iii) Professional Liability Policy. SURETY INCODE shall furnish CUSTOMER with a Performance Bond in the amount of one hundred percent (10091) of the Contract amount. RELATIONSHIP OF THE PARTIES The parties acknowledge that INCODE is an independent contractor performing duties on behalf of CUSTOMER. Neither this Agreement nor the parties' efforts hereunder shall create any relationship of employer •employee, partnership, or joint venture. 2 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-6480 PO Number Tax Exempt YES purcnase me following Items from IINLUVC. DESCRIPTION QUANTITY PRICE InCodel2000 Municipal Court Please note: INCODE provides maintenance and support for six (6) months at no charge as per the Software License Agreement. You will be invoiced for the amount in this agreement on the seventh month following the installation of your software. 1 8,850.00 THE MAINTENANCE SERVICES TO BE PROVIDED HEREIN ARE SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. SUBTOTAL SALES TAX TOTAL DATE DUE 8,850.00 8,850.00 06/30/99- WED 14:51 FAX 8067830767 This agreement is entered into by and between 1 iteractive Computer Designs, Inc. hereinafter refen'ed to as INCODE, located at 6102 Chicago, Lubbock, Texas; and; CITY OF ROUND ROCK, hereinafter referred to as CUSTOMER on. .1999. Pursuant to the terns and conditions of this agreement which are contained on these pages. the CUSTOMER agrees to Customer Name ay. Signature Title Date 6y: INCODE ANNUAL SOFTWARE MAINTENANCE AGREEMENT Signature Vice President Title 6/30/99 Date hwswa032594 tt J 010 06/30/99 .WED 14 :55 FAX 8067830767 INCODE lM002 SOFTWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF the tears and conditions of the Agreement and other good and valuable consideration, the parties hereto agree as follows: SOFTWARE SUPPORT. INCODE shall provide CUSTOMER with software support for the INCODE Software and Sublicensed Software specified on the first page of this Agreement. ERROR CORRECTION. An error correction is defined as a change made to the INCODE Software so that the INCODE Software functions in accordance with its specifications. As part of the maintenance services provided herein. INCODE shall provide error conections in accordance with the following: A. INCOI3E shall provide reasonable systems analysis and programming services to correct documented errors which in INCODE's opinion are caused by a detect in an unaltered version attic INCODE Software. B. lithe CUSTOMER notifies INCODE that an error exists and INCODE's investigation reveals that the error is due to some cause other than a maltimetion of the (NCODE Software, then the CUSTOMER agrees to compensate INCODE for its effsMs a[ INCODE's then standard rates. Examples of causes of this type errors include but are not limited to, errors caused by CIISTOMER's personnel, erroneous dates. and hardware mathmctions. ENHANCEMENTS. INCODE shall at its sole discretion make Enhancements to the INCODE Software. INCODE shall provide CUSTOMER these Enhancements as and when they are made generally available. An Enhancement as used in this Agreement is defined as an improvement to the Software, such as but not limited to adding a report, adding a function, or a new program. INCODF. shall use its lest efforts to insure that Enhancements shall be compatible with hardware that INCODE has recommended the CUSTOMER to use. A. CUSTOMER acknowledges that the Enhancements may not be compatible with CUSTOMER'S particular hardware configuration or operating system. CUSTOMER acknowledges that additional hardware and software may be required at the CUSTOMER's expense in order to utilize the Enhancements. B. If the vendor of Sublicensed Software distributes software Enhancements without charge to INCODE, INCODE shall notify CUSTOMER of such distribution and offer said Enhancements to CUSTOMER for a reasonable shipping charge. INCODE shall advise CUSTOMER if it Is In the best interest of CUSTOMER to instal such Enhancements. UPDATES An update is defined as a change made in the INCODE Software which is required in order for the software to function according to INCODE's software specifications. Updates of the INCODE Software are provided to CUSTOMER as part of the maintenance services provided by this Agreement. Updates would include, but arc not necessarily limited to the following: A. Installation of an Error Correction. B. Any change in the INCODE Software that does not add a )Union. C. A change made necessary because of legislative clomps to CUSTOMER's State or other governmental statutes or by procedural changes directed by governmental agencies having control over CUSTOMER's operations. (1) CUSTOMER will pmvide INCODE with the necessary information required in order to make the changes necessitated. (21 It is the CUSTOMER'S responsibility to notify INCODE of such legislative changes. (3) CUSTOMER acknowledges that if such changes would in INCODE's sole determination require a major rewrite attic (NCODE Software. or if such changes are not required by any other INCODE CUSTOMERS in that state, INCODE would make such changes for a reasonable mutually agreed cost. (41 CUSTOMER acknowledges that INCODE will have a reasonable amount of time to make any such changes to the INCODE. Software. However. INCODE shall use its best efTorts to meet any effective date ofany such legislation. NEW RELEASES INCODE shall pmvide CUSTOMER with all new releases of the 1NCODE software applications. A New Release is defined as a major rewrite of an INCODE Software application and which replaces the old release. INCODE shall use its best eftbrls to insure that Enhancements shall be compatible with hardware that INCODE has recommended the CUSTOMER to use A. CUSTOMER acknowledges that the New Release may not be compatible with CUSTOMER's particular hardware configuration or operating system. CUSTOMER acknowledges that additional hardware and software may be acquired at the CUSTOMER'S expense in order to utilize the New Release, B. CUSTOMER acknowledges that INCODE shall he given a reasonable amount of time to install such New Releases after the date the New Release becomes generally available to INCODE's customers. TELEPHONE SUPPORT. INCODE shall provide CUSTOMER telephone support for answering questions concerning use of INCODE Software. This service shall be provided between the hours of 8:00 a.m. and 5:00 p.m., Central Time. Monday through Friday, excluding INCODE holidays. ON -LINE SUPPORT. INCODE shall provide CUSTOMER with on -line support through the use of communications modem and software. On -line support shall include the following services: A. INCODE shall provide software Updates and Enhancements either by means of on -line support or on diskette. B. INCODE is responsible for all on -line support long distance charges originated from INCODE's offices incurred while providing Updates and Enhancements. C. CUSTOMER shall provide telephone lines. communications software specified by INCODE and all equipment necessary at CUSTOMER location to use INCODE's on -line support. SOFTWARE COVERED. this Agreement applies to all licensed INCODE Software listed on this Agreement. if CUSTOMER acquires additional INCODE Software in the future.. such software shall be subject to this Agreement. The additional INCODE Software shall he subject to the annual maintenance fees already being charged to CUSTOMER. The Software Maintenance Agreement must include all INCODE Software applications licensed to CUSTOMER. FEES AND PAYMENT. For the services provided herein. CUSTOMER agrees to pay the annual maintenance fee as specified in this Agreement in accordance with the following: A. The Licensing Fee of the INCODE Software includes twelve months maintenance from the lime the Software is installed, B. The annual maintenance fees will become due the first of the month following twelve months after the installation of the INCODE Software. ff Customer tails to pay the maintenance fee when due, INCODE shall have the right in its sole discretion to suspend its performance or terminate this Agreement. EXPENSES. CUSTOMER is responsible for the reasonable expenses incurred by INCODE in Rs performance of this Agreement such as travel. lodging, and transportation. TERM. This Agreement shall become effective on the date exectned by an officer of INCODE and shall have a term beginning upon the first of the month, six months after the installation of the INCODE Software and ending upon the last day of the month six months following that date. 1 06430/99• WED 14:56 FAX 8067830767 INCODE l¢J003 SOFTWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS A. This Agreement will automatically renew for subsequent one year terms unless either party gives the other party at least thirty days prior written notice of its intent not to renew. B. INCODE will not increase maintenance fees more than 10% per year and will furnish CUSTOMER a schedule of fees not less than forty -five (45) days prior to the expiration of the then current agreement. C. If CUSTOMER has not elected to participate in the INCODE Software Maintenance Agreement, or elects not to renew the Agreement the CUSTOMER may acquire Software maintenance in accordance to the Section entitled "SUPPORT FOR CUSTOMERS NOT PARTICIPATING ". SUPPORT FOR CUSTOMERS NOT PARTICIPATING. The Software License Agreement includes twelve months free maintenance. IfCUSTOMER elects not participate in the INCODE Software Maintenance Agreement CUSTOMER shall receive support on a Time and Materials basis following twelve months after the INCODE Software is installed in accordance with the following terms: A. Support telephone and modem calls and related work and/or expenses will be billed at INCODE's then current hourly rate with a fifteen minute minimum. R. Updates, Enhancements and New Releases shall be provided to CUSTOMER at CUSTOMER's request. The fee for said Updates. Enhancements and New Releases shall be determined solely by INCODE at the time the request is made by CUSTOMER. C. If CUSTOMER elects not to have Updates, Enhancements and New Releases to the INCODE Software installed. INCODE shall not be responsible for its inability to support the INCODE Software. ADDITIONAL SERVICES. The Services listed below are not included in the INCODE Software Maintenance Agreement. These services, if requested by CUSTOMER. shall he provided at INCODE's discretion and will be killed on a Time and Materials basis at INCODE's current rates. A. Changes in print programs. B. Software modification unique to particular CUSTOMER installation. C. Responding to problems caused by CUSTOMER's personnel. including but not limited to operator errors. D. Providing operator training. E. Responding to problems caused by had data. F. Performing hardware maintenance or hardware diagnostics. G. Responding to problems caused by hardware. H. Responding to problems caused by software that is not ENCODE Software or software specifically covered by this Agreement. I. Responding to problems resulting from misuse, accidents. CUSTOMER neglect, fire, or any other cause not Within INCODE's reasonable control. J. Changes made to the ENCODE Software by someone other than INCODE personnel. K. Any other services performed by INCODE not otherwise specifically provided for in this Agreement. FORCE MAJEURE The parties to this Agreement shall not be liable to each other for any delay or failure of the other party to perform its obligations under this Agreement or otherwise if such delay of failure arises from any cause or causes beyond the reasonable control of either party. including. but not limited to. labor disputes, strikes. other labor or industrial disturbances, acts of God. floods. lightning. shortages of materials, rationing. utility or communication failures, earthquakes, casualty, war. acts of public enemy, riots, insurrections, embargoes. blockages, actions. restrictions. regulations. or orders of any government. agency or subdivision thereof. INDEMNITY INCODE shall indemnify. save harmless and exempt CUSTOMER. its officers, agents. servants. and employees from and against any and all suits, actions. legal proceedings, claims. demands. damages. costs. expenses, attorney fees and any and all other costs or tees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its officers. agents. servants. and employees: provided, however, that ENCODE shall not be liable for any suits , actions, legal proceedings, claims, demands. damages. costs. expenses. and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER. its officers, agents. servants and employees. or third parties. REMEDIES. A. INCODE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMI'T'ED TO. ANY EXPRESS WARRANTIES NOT INCORPORATED INTO THIS AGREEMENT AND ANY IMPLIED WARRANTIES OF MERCILANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IMPOSED BY LAW OR WHICH COULD OTHER WISE ARISE IN CONNECTION WITH INCODE's PERFORMANCE LENDER THIS AGREEMENT. B. INCODE AND CUSTOMER ACKNOWLEDGE AND AGREE THAT. EXCEPT FOR ANY DAMAGES CLAIMED BY CUSTOMER AND FINALLY AWARDED AGAINST INCODE IN CONNECTION WITH PERSONAL INJURY TO CUSTOMER PERSONNEL, RESULTING FROM INCODE's NEGLIGENT BEHAVIOR WHILE PERFORMING SERVICES HEREUNDER IN NO EVENT WILL INCODE's LIABILITY TO THE CUSTOMER, IF ANY FOR ANY CLAIM 012 REASON WHATSOEVER RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED ONE YEAR'S MAINTENANCE FEES PAID BY CUSTOMER. CUSTOMER AND INCODE ACKNOWLEDGE: AND AGREE THAT INCODE WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQLIENTIAI. DAMAGES. INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, AND LOSS OF REVENUES, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. TI'IESE LIMITATIONS APPLY r0 ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDIN0 WITHOUT LIMP TA'TION BREACH OF CONTRACT, BREACH OF WARRANTY, INCODE's NEGLIGENCE. STRICT LIABILITY. MISREPRESENTATION, AND OTHER CAUSES OF ACTION BASED ON SIMILAR LEGAL THEORIES. INCODE AND CUSTOMER FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO THIS AGRFEM ENT ON THE UNDERSTANDING THATTIIE FE- -.ES FOR THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT HAVE BEEN SET TO REFLECT TFIE FACT THAT CUS'TOMER'S REMEDIES, AND INCODE's LIABILITY, SHALL BE LIMITED AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND IF NOT SO LIMITED. THE FEES FOR THE SAME WOULD HAVE BEEN SUBSTANTIALLY HIGHER. FISCAL FUNDING This Agreement is a commitment of CUSTOMER's current revenues only. It is understood and agreed that CUSTOMER shall have the right to terminate this Agreement at the end of any CUSTOMER's fiscal year (October 1 through 2 06/20/99 WED 14:57 FAX 8067830767 INCODE SOFTWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS September 30) i the governing body of the City of Round Rock does not appropriate funds sufficient to pay the contractual charges as stated herein or attached hereto coming due in the CUSTOMER's next fiscal year. as determined by CUSTOMER's budget for the fiscal year in question. CUSTOMER may elect to terminate this Agreement at the end of the Agreement term and before the end of the then current fiscal year without incurring any financial liability. CUSTOMER shall endeavor to pay any charges which are due and have not been paid from those funds remaining which are appropriated for said charges at or before the end of its then current fiscal year. In the event Hardware Support Services tenn falls into more than one fiscal year, and if CUSTOMER must terminate Software Support Services due to nonappropriation of funds during the term other than the initial included year. CUSTOMER shall be entitled to a partial refund of the prepaid Software Support Services fee or a partial abasement if fees have not been paid. GENERAL. This Agreement is made and shall be governed by the laws of the State of Texas. excluding choice of law principles. Venue shall he in Williamson County. Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the tens of this Agreement All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER's obligation to pay INCODE, neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure ofa party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a wtitten document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing, Transmitted Copies are considered documents equivalent to original document:, however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Utility Billing System which INCODE proposes to furnish CUSTOMER. The terns and conditions of this Agreement. including the documents listed below, constitute the entire agreement between the parties concerning CUSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings. communications. and representations between the parties. This Agreement may he executed in counterparts. which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. INDEMNITY INCODE shall indemnify. save harmless and exempt CUSTOMER. its officers. agents. servants. and employees from and against any and all suits. actions. legal proceedings. claims. demands, damages. costs. expenses. attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of willful or negligent act or omission of INCODE, its officers, agents, servants, and employees: provided. however, that INCODE shall tint be liable for any suits . actions. legal proceedings, claims. demands. damages. costs, expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER. its officers. agents, servants and employees. or third parties. RELATIONSHIP OF THE PARTIES The parties acknowledge that INCODE is an independent contractor performing duties on behalf ofCUSTOMER. Neither this Agreement. nor the parties' efforts hereunder shall create any relationship of employer- employee. partnership. or joint venture, BINDING EFFECT AND ASSIGNMENT This Agreement shall inure to the benefit of and hind the parties hereto, their successors and assigns. Neither party shall assign this Agreement without the prior written consent of the other. No subsequent transfer of This Agreement by INCODE shall have any effect upon CLISTOMEIi's right to use the Software in accordance with this Agreement. and any assignee shall be bound by the lens of this Agreement as irk had executed the Agreement. 3 4 004 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES pumnasemulunowulgImm.numirm. DESCRIPTION QUANTITY PRICE Epson TM -950II Receipt Validation Printer Please note: The manufacturer's warranty provides maintenance for twelve (12) months at no charge. You will be invoiced for the amount in this agreement one year following the installation of your hardware. Loaner services are provided under this agreement during the 3 690.00 first twelve months at no extra charge. THE HARDWARE MAINTENANCE TO BE PROVIDED HEREIN 1S SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. SUBTOTAL SALES TAX TOTAL DATE DU E 690.00 690.00 06/30/99' WED 14:58 FAX 8067830767 This agreement is entered into by and between Interactive Computer Designs. Inc.. hereinafter referred to as INCODI, located at 6102 Chicago. Lubbock. Texas: and: CITY OF ROUND ROCK. hereinafter referred to as CUSTOMER on. . 1999. Pursuant to the terms and conditions of this agreement which are contained on these pages the CUSTOMER agrees to Customer Name ey: Signature Title Date By: INCODE ANNUAL HARDWARE MAINTENANCE AGREEMENT Signature Vice President Title 6/30/99 Date hwswa032594 I¢J005 06/30/99- WED 15:59 FAX 8067830767 INCODE ANNUAL HARDWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF the terms and conditions of the Agreement and other good and valuable consideration, the premises contained herein. the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: EQUIPMENT TO BE COVERED. CUSTOMER requests to cover and INCODE agrees cover the equipment specified in this agreement. PURPOSE. The pu of this Agreement is to: A. Outline the services provided by INCODE during the stated warranty period for each piece of equipment covered under the Agreement. B. Outline the services to be provided for extended periods of time agreed upon by INCODE and the Customer. C. Indicate the rate that will he charged by INCODE for the first period (twelve months, unless stated othenvisc in this Agreement) of optional extended maintenance. PRICE. The CUSTOMER agrees to pay the Maintenance fee specified in this Agreement. INCODE guarantees this the for the term of the Maintenance Agreement which is twelve months. Any increase will be limited to ten percent 110%). INCODE shall furnish a schedule of fees not less than forty -five (d5) days prior to the expiration of the then current agreement PAYMENT. CUSTOMER agrees to pay the Maintenance Agreement fee in accordance with the following terms: A. The CUSTOMER will be invoiced for the first period of extended maintenance upon the one year anniversary of the installation of the hardware. B. In order for equipment to be eligible to be covered under this Agreement. the equipment must be covered beginning will) the date of purchase of the equipment and must remain under continuous coverage on the Agreement. FISCAL FUNDING This Agreement is a commitment of CUSTOMER'S current revenues only. It is understood and agreed that CUSTOMER shall have to right to terminate this Agreement at th'e end of any CUSTOMER's fiscal year (October I through September 30) if the governing body of the City of Round Rock does not appropriate funds sufficient to pay the contractual charges as stated herein or attached hereto coming due in the CUSTOMER's next fiscal year. as determined by CUSTOMER's budget for the fiscal year in question. CUSTOMER may elect to terminate this Agreement at the end of'the Agreement teat and before the end of the then current fiscal year without incurring any financial liability. CUSTOMER shall endeavor to pay any charges which are due and have not been paid from those funds remaining which are appropriated for said charges at or before the end of its then current fiscal year. In the event Hardware Support Services term falls into more than one fiscal year, and if CUSTOMER must terminate Software Support Services due nonappropriation of funds during the term other than the initial included year. CUSTOMER shall be entitled to a partial refund of the prepaid Software Support Services fee or a partial abatement if fees have not been paid. EQUIPMENT MAINTENANCE PROGRAM TERMS. INCODE agrees to provide the maintenance on the equipment specified under this agreement in accordance to the following terms: A. In the event o1'equipment failure, INCODE will repair the defective equipment and provide the CUSTOMER with "like or near like" equipment while the detective equipment is being repaired. B. CUSTOMER shall notify INCODE of equipment failure. Upon notification, INCODE will ship via over- night service to the CUSTOMER the appropriate loaner equipment. The CUSTOMER shall package the defective equipment in its appropriate container and ship the equipment to INCODE. C. Once the equipment is repaired- it will he shipped to the CUSTOMER. Upon receipt of the repaired equipment the CUSTOMER shall ship the loaner equipment back to INCODE. The loaner equipment should be shipped back to INCODE Within five working days of receiving the repaired equipment. The CUSTOMER agrees to pay mutually agreed upon daily rental fees to INCODE if the loaner equipment is not shipped back to INCODE within the time frame specified. D. The CUSTOMER is responsible for shipping cost related to shipping equipment to INCODE. INCODE is responsible for shipping cost related to shipping equipment to the CUSTOMER. DEFINITIONS. The following definitions apply to the terms of this Agreement: A. Loaner Equipment. Equipment loaned to the CUSTOMER by INCODE for use while the CUSTOMER's equipment is being repaired. B. Like or Near -Like Equipment. Equipment compatible with the CUSTOMER'S computer system and capable of performing the tasks perforated by the equipment being repaired. EQUIPMENT NOT COVERED. INCODE is not responsible for maintenance related problems on equipment not covered under this Agreement. BINDING EFFECT AND ASSIGNMENT This Agreement shall inure to the benefit of and bind the parties hereto. their successors and assigns. Neither party shall assign this Agreement without the prior written consent of the other. NO su bsequent transfer of this Agreement by INCODE shall have any effect upon CUSTOMER's right to use the Hardware in accordance with this Agreement. and any assignee shall be bound by the terns of the Agreement as if it had executed the Agreement. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason he held to be invalid, illegal, or unenforceable in any respect, such invalidity. illegality. or unenforceability shall not altcct any other provision thereof. and this Agreement shall be construed as if such invalid. illegal. or unenforceable provisions had never been contained herein. Lig 003 06130/99• WED 14:59 FAX 8067830767 INCODE 4 007 ANNUAL HARDWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS FORCE MAJEURE The parties to this Agreement shall not he liable to each other for any delay or failure of the other party to perform its obligations under this Agreement or otherwise if such delay of failure arises from any cause or causes beyond the reasonable control of either party. including, but not limited to. labor disputes, strikes, other labor or industrial disturbances. acts of God, floods, lightning, shortages of materials. rationing. utility or communication failures, earthquakes. casualty, war, acts of public enemy, riots, insurrections. embargoes. blockages. actions, restrictions. regulations. or orders of any government. agency or subdivision thereof. RISK OF LOSS. Risk of loss or damage to equipment being shipped to INCODE is the responsibility of the CUSTOMER. Risk of loss or damage to equipment being shipped to the CUSTOMER is the responsibility of INCODE. LIMITATION OF LIABILITY, This Agreement is subject to the following provisions: A. INCODE shall not be liable for failure to provide. or delays in providing , services under this agreement if due to any cause beyond INCODE's control. B. CUSTOMER expressly assumes all responsibility for the selection and use of the hardware. licensed software. and products. C. INCODE shall not be liable for any incidental, special or consequential damages of any nature whatsoever, such as. but not limited to. loss of anticipated profits, or other economic loss in connection with. or arising out of the existence of the furnishing, functioning. or CUSTOMER's use of any services or goods provided in this agreement, INCODE will not be liable for damages as indicated above, even if INCODE has been advised of the possibility of such damages. D. In no event shall INCODE be liable for any amount in excess of the moneys paid by CUSTOMER to INCODE pursuant to this Agreement. INDEMNITY INCODE shall indemnify, save harmless and exempt CUSTOMER, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of a willful or negligent actor omission of INCODE, its officers. agents, servants, and employees; provided, however, that INCODE shall not be liable for any suits , actions, legal proceedings, claims, demands, damages, costs, expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER, its officers, agents, servants and employees, or third parties. RELATIONSHIP OF THE PARTIES The patties acknowledge that INCODE is an independent contractor performing duties on behalf of CUSTOMER. Neither this Agreement, nor the parties' efforts hereunder shall crate any relationship of employer - employee, partnership, or joint venture. GENERAL This Agreement is made and shall be governed by the laws or the State of Texas. excluding choice of law principles. Venue shall be in Williamson County. Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER'S obligation to pay INCODE, neither party shall he liable for any failure due ur causes beyond its reasonable control. Ifany provision of this Agreement is held to be unenforceable. this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may he executed in counterparts. To expedite order processing, Transmitted Copies are considered documents equivalent to original documents. however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) are dependent on each other to create the Utility Billing System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement including the documents listed below. constihne the entire agreement between the parties concerning CUSTOMER'S acquisition and use of the Software. 'Ibis Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the parties. This Agreement may be executed in counterparts, which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. 2 WHEREAS, the City has a need to upgrade the Municipal Court computer system to a Windows NT operating system and more efficient software, and WHEREAS, INCODE (Interactive Computer Designs, Inc.) has submitted an agreement to provide said software, and WHEREAS, the City Council desires to enter into said agreement with INCODE (Interactive Computer Designs, Inc.), Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an agreement with INCODE (Interactive Computer Designs, Inc.) to upgrade the Municipal Court computer system to a Windows NT operating system and more efficient software, a copy of said agreement being attached hereto and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 8th day of Ju E LAND, City Secretary K:\ WPOOCS \RESOLITTI \R9O7O9AJ.WPD /SC9 RESOLUTION NO. R- 99- 07- 08 -10A1 t ialp RO:P STLUKA, JR City of Round Rock, Mayor xas • 4[11 4 U- CUSTOMER AGREEMENTS FOR THE CITY OF ROUND ROCK, TEXAS CUSTOMER COPY Prepared June 30, 1999 V INCODE 6102 Chicago Avenue Lubbock, TX 79424 806 - 783 -0761 FAX: 806 - 783 -0767 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street PD. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218 -5480 PO Number Tax Exempt YES purenase rue iuuuw mg news 110111 I ,wr.. DESCRIPTION QUANTITY PRICE' Epson TM -950II Receipt Validation Printer 3 3,450.00 Installation and Configuration of System (# of Hours) 4 Hours 400.00 Estimated Travel Expenses - 1 327.00 TIIE HARDWARE & SVSTEM SOFTWARE TO BE PROVIDED HEREIN IS SUBTOTAL 4,177.00 SUBJECT TO TIIE ATTACHED TERMS AND CONDITIONS. SALES TAX ACCEPTED BY: ACCEPTED BY: TOTAL 4,177.00 CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. DATE DUE HARDWARE AND SYSTEM'SOFTWARE SALES AGREEMENT This agreement is entered into by and between Interactive Computer Designs, Inc., hereinafter referred to as INCODE, located at 6102 Chicago, Lubbock, Texas; and: CITY OF ROUND ROCK. hereinafter referred to as CUSTOMER on, .1999. Pursuant to the terms and conditions of this agreement which are contained on these pages. the CUSTOMER agrees to Sig Vice President 'rit Ti 6/30/99 Date Date Bv matur hwswx042594 • HARDWARE SALES & SYSTEM SOFTWARE LICENSE ' AGREEMENT TERMS AND CONDITIONS The following terms and conditions are incorporated into the 1 lardware Sales and System Software I,icense Agreement between INCODE and the CUSTOMER. HARDWARE AND SYSTEM SOFTWARE PURCHASE. INCODE agrees to sell and CUSTOMER agrees to buy the Hardware and acquire a non - exclusive perpetual license to the System Software specified in this Agreement. PRICE. For the purchase of the Hardware and the license of the System Software, CUSTOMER agrees to pay the total amount specified in this Agreement. PAYMENT. CUSTOMER agrees to pay INCODE in accordance with the following: A. Twenty -live percent (25 %) upon delivery of the hardware. B. Seventy-five percent (75 %) upon acceptance of the hardware. The hardware will be considered accepted when appropriate hardware functions are demonstrated by INCODE. Payment does not in and of itself constitute acceptance. ESTIMATED HARDWARE DELIVERY DATE. Unless otherwise agreed upon by INCODE and the CUSTOMER, the date of the Hardware and System Software's delivery is approximate. INCODE and CUSTOMER shall agree upon scheduled delivery date(s).. TITLE. Title to the Hardware shall pass from INCODE to the CUSTOMER upon payment in full by the CUSTOMER to INCODE in accordance with this Agreement. Risk of loss passes with title. INSTALLATION AND SITE PREPARATION. The CUSTOMER agrees to prepare the installation site prior to the delivery of the Hardware and INCODE agrees to install the Hardware in accordance with the following: A. INCODE shall provide CI ISTOMER with a copy of all relevant site preparation instructions. B. CUSTOMER shall prepare the installation site in accordance with the site preparation instructions. C. Unless otherwise specified in this Agreement, CUSTOMER shall he solely responsible for and will furnish all necessary labor and material to install all associated electrical lines, CRT cables, and telephone lines for communication modems. D. The date INCODE installs the Hardware shall be defined as the I lardware Installation Date. However. if the CUSTOMER has not prepared the Hardware site in accordance with the site preparation instructions and /or the Hardware site is not available for installation, then the tenth day after delivery of the Hardware shall be deemed to be the Hardware Installation Date, regardless of when actual installation occurs. (2) CUSTOMER agrees to compensate INCODE, at INCODE's then standard rates, for all time and materials expended because of CUSTOMER's delays in preparing the Hardware site and /or because of the unavailability of the hardware site. HARDWARE ACCEPTANCE. The acceptance of the I lardware shall be determined as follows: A. On or after the 1 tardware Installation Date, INCODE shall perform INCODE's and manufacturer's standard diagnostic tests to determine that the Hardware is functioning in accordance with the Hardware's specifications. B. When INCODE's standard diagnostic tests indicate that the Hardware is functioning in accordance with the I lardware's specifications. INCODE shall inform the CUSTOMER and INCODE and CUSTOMER must mutually agree that the hardware is functioning properly. Upon such mutual agreement the Hardware shall he deemed accepted by CUSTOMER (the "I lardware Acceptance Date "). SECURITY INTEREST, INCODE shall retain a Security Interest in all Hardware, related products, and in any proceeds for as long as any amount is owed to INCODE by the CUSTOMER under this Agreement. WARRANTIES. ALI, WARRANTIES RELATING TO THE HARDWARE AND SYSTEM SOFTWARE ARE PROVIDED DIRECTLY FROM THE HARDWARE MANUFACTURERS AND /OR SOFTWARE PUBLISHERS UNDER THE TERMS AND CONDITIONS OF THEIR RESPECTIVE WARRANTIES. INCODF. HEREBY DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED RELATING 'fOTI IE HARDWARE AND SYSTEM SOFTWARE. WARRANTY AND /OR MAINTENANCE. There is no hardware maintenance provided pursuant to this Agreement. Hardware warranty and/or maintenance are typically provided by the manufacturer or a Third Party. In situations where INCODE and the CUSTOMER agree that INCODE will provide hardware maintenance, such hardware maintenance shall be governed by the terms of INCODE's hardware maintenance agreement. Notwithstanding any of the other provisions of this Agreement. INCODE warrants that the Software is fit for the pprposse(s). ASSIGNMENT. Neither party shall assign this Agreement without the prior written consent of the other. No subsequent transfer of this Agreement by INCODE shall have any effect upon CUSTOMER's right to use the Software in accordance with this Agreement, and any assignee shall be bound by the terms of this Agreement as if it had executed the Agreement. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to he invalid, illegal or unenforceable in any respect. such invalidity, illegality. or unenforccability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained therein. BINDING EFFECT. This Agreement shall inure to the benefit of and bind the parties hereto, their successors and their permitted assignees. - LIMITATION OF LIABILITY. EXCEPT FOR VIOLATIONS OF INCODE'S INTELLECTUAL OR PROPRIETARY RIGHTS, NEITHER PARTY SHALL, 13E 1 „TABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAI., OR CONSEQUENTIAL DAMAGES. INCLUDING BUT NOT • HARDWARE SALES & SYSTEM SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARIISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INCODE'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER TO INCODE FOR TFIE SOFTWARE, HARDWARE AND THE SERVICES AS TO WHICH THE CLAIM AROSE. EXCEPT FOR: (1) DAMAGES INCURRED UNDER THE ARTICLE ENTITLT£D "PATENT AND COPYRIGHT INDEMNITY" AND (2) CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGED TO THE EXTENT CAUSED BY INCODE. THE PARTIES AGRE TO THE ALLOCATION OF LIABILITY RISK SET FORTH IN THIS SECTION. FORCE MAJEURE. INCODE shall not be liable to Customer for any delay or failure by INCODE to perform its obligations under this Agreement or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of INCODE, including, but not limited to, labor disputes, strikes, other labor or industrial disturbances, acts of God, floods, lightning, shortages of materials. rationing, utility or communication failures, earthquakes„ casualty, war, acts of public enemy, riots, insurrections. embargoes. blockages, actions, restrictions, regulations, or orders of any government. agency or subdivision thereof. WAIVER. The terms, covenants, representations, warranties and conditions of this Agreement may be waived only in a written agreement signed by the party waiving compliance therewith. No waiver by any party of any condition. or the breach of any term. covenant, representation, warranty or condition set forth herein, whether by conduct or otherwise, in any one or more instances, shall be construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other teen, covenant, representation, warranty or condition set forth. GENERAL This Agreement is made and shall be governed by the laws of the State of Texas, excluding choice of law principles. Venue shall be in Williamson County, Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER's obligation to pay INCODE, neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing, Transmitted Copies are considered documents equivalent to original documents. however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) are dependent on each other to create the Municipal Court System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement, including the documents listed below, constitute the entire agreement between the parties concerning CUSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings., communications. and representations between the parties. This Agreement may be executed in counterparts, which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement - D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. 2 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES DESCRIPTION QUANTITY PRICE InCode /2000 Municipal Court 1 35,000.00 Please note the software license fees stated in this agreement include an upgrade to InVision for each application listed herein. THE APPLICATION SOFTWARE TO BE PROVIDED HEREIN IS SUBTOTAL 35,000.00 SUBJECT TO TIIE ATTACHED TERMS AND CONDITIONS. SALES TAX ACCEPTED BY: ACCEPTED BY TOTAL 35,000.00 CTOV nF ROUND ROCK INTERACTIVE COMPUTER DESIGNS. INC. DATE DUE • on SOFTWARE LICENSE SALES AGREEMENT This agreement is entered into by and between Interactive Computer Designs, Inc., hereinafter referred to as INCODE. located at 6102 Chicago, Lubbock, Texas; and; CITY OF ROUND ROCK, hereinafter referred to as CUSTOMER 1999. Pursuant to the terms and conditions of this agreement which are contained on these pages, the CUSTOMER agrees to urchase the following items from INCODE. Title I � ) 1 1 Date // S ignature Vice President Title 6/30/99 Date hwswa032594 • • SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF the terms and conditions of the Agreement and other, good and valuable consideration, the parties hereto agree as follows: LICENSED SOFTWARE. INCODE agrees to provide CUSTOMER with a non - exclusive, perpetual, non- transferable license to the INCODE Software described in this Agreement (the "Software "). INCODE will provide CUSTOMER with one set of Existing & New Software documentation as it becomes available at no charge. Additional copies are available for an extra charge. MODIFICATIONS OF SOFTWARE. Any INCODE Software modifications requested by CUSTOMER and agreed upon by INCODE shall be billable at the fee agreed upon by both parties in writing. PRICE. CUSTOMER agrees to pay the total INCODE Software License Fee amount specified in this Agreement. PAYMENT. CUSTOMER agrees to pay For the INCODE Software in accordance with the following: A. Twenty-five percent (25 %) upon delivery of the Software. B. Fifty percent (50 %) upon installation of the Software. C. Twenty-five percent (25 %) upon acceptance of the Utility System. NOTICE: Payment does not in and of itself constitute acceptance. SOFTWARE ACCEPTANCE. Software will be considered to be accepted by the CUSTOMER when the software has been in use with the CUSTOMER's "live" data for a period of thirty working days and is performing substantially in accordance with INCODE's stated specifications together with any modifications. enhancements, changes or any other mutually agreed alterations. OTHER SERVICES. CUSTOMER agrees to pay INCODE for any reasonable services and related travel expenses provided at CUSTOMER's request and not otherwise specified in this Agreement. Unless otherwise specified in this Agreement. these services include, but are not limited to, customized form printing programs and any other software modifications requested by the CUSTOMER, and INCODE's services will be billed in accordance with INCODE's standard fee schedule attached hereto and made a part hereof by reference. INCODE shall use its best efforts to schedule any of the travel, accommodations and related services to coincide with other installations in the general location of CUSTOMER so the expenses may be shared between CUSTOMER and any other installation site(s). INCODE's current standard fee schedule is $97.50 per hour and will remain in effect until the completion of the delivery of the products and services purchased herein. SOFTWARE ENVIRONMENT. In order for the INCODE Software to function properly, CUSTOMER must provide a hardware and software environment in accordance with INCODE's specifications. Such environment includes, but is not limited to, use of the appropriate operating system at the version and release levels specified by INCODE. CUSTOMER will be responsible for all additional costs incurred to the extent such hardware and software does not conform to INCODE's specifications. LICENSED SOFTWARE OWNERSHIP. CUSTOMER agrees that INCODE possesses exclusive title to and ownership of the INCODE Software. A. CUSTOMER agrees that CUSTOMER acquires neither ownership nor any other interest in the INCODE Software, except for the right to use and possess the INCODE Software in accordance with the tens and conditions of this Agreement. B. All rights not expressly granted to CUSTOMER in this Agreement are retained by INCODE. C. Customer agrees that INCODE Software including, but not limited to, systems designs, programs in source and/or object code format. applications. techniques, ideas, and /or know -how utilized and/or developed by INCODE are and shall remain the exclusive property of INCODE. CUSTOMER agrees that the INCODE Software consists of INCODE's trade secrets. INCODE shall retain all copyrights in the INCODE Software, whether published or unpublished. SOFTWARE LICENSE. INCODE hereby grants to CUSTOMER a non - transferable and non - exclusive license for the use and possession of a single copy of the INCODE Software. A. INCODE shall not be responsible for problems related to transferring the INCODE Software from one Computer Hardware configuration to another unless INCODE transfers the INCODE Software. B. CUSTOMER agrees that if CUSTOMER modifies the INCODE Software, INCODE will not be responsible for providing support and /or new Software releases or upgrades. C. CUSTOMER shall not use the INCODE Software in service bureau or time sharing without the express written consent of INCODE and payment of additional fees determined by INCODE. D. CUSTOMER shall not use the INCODE Software to perform services for any other entity or person acquired through expansion or merger, if the acquired entity or person creates a substantial increase in the usage of INCODE software, without the express written consent of INCODE and payment of additional fees mutually agreed upon by INCODE and CUSTOMER. E. CUSTOMER agrees that INCODE may enter CUSTOMER's business premises during regular business hours to determine CUSTOMER's compliance with this Section with minimal interruption of business activities. USE OF SOFTWARE CUSTOMER may: A. Use the Software temporarily on a back -up machine in the event that the Server is inoperable; B. Make a reasonable number of copies of the Software, solely for archive or emergency back -up puposes and/or disaster recovery testing purposes; C. Make a reasonable number of copies of Documentation solely for CUSTOMER's internal use with the Software provided all copyright notices arc reproduced. 1 • • SOFTWARE LICENSE AGREEMENT TERMS AND CONDITI,ONS SOFTWARE MAINTENANCE. This License Agreement entitles the CUSTOMER to twelve month's free INCODE software maintenance and support beginning with the Software Installation Date. At the end of this period an INCODE Software Maintenance Agreement may be purchased by the CUSTOMER. "1'he INCODE Software Maintenance Agreement includes unlimited telephone support, support by communication modem, and all software upgrades, enhancements and new releases. This License Agreement provides no Software maintenance beyond twelve months from the Software Installation Date. INCODE shall provide extended software maintenance only if INCODE and CUSTOMER have so agreed in writing. PROPRIETARY INFORMATION. A. Distribution of INCODE Software. CUS'T'OMER may not sell, assign, transfer, disclose. or otherwise make available, either directly or indirectly, any object code, documentation or other material relating to the Software, in whole or in part, or any copy of the same in any form, to any other person or entity. B. Software as Trade Secret. CUSTOMER shall maintain the confidentiality of the Software and unless specifically' authorized by INCODE or except for ordinary and necessary backup purposes, CUSTOMER may not make or have made any copies of the Software or any part thereof. CUSTOMER shall include INCODE's proprietary notice or other legend on any copies made by CUSTOMER as permitted hereunder. C. Notwithstanding the above, the parties recognize and understand that CUSTOMER is subject to the Texas Public Information Act and its duties run in accordance therewith. PATENT AND COPYRIGHT INDEMNITY INCODE shall indemnity and defend CUSTOMER against any claims that the Software infringes any foreign or domestic patent or copyright: provided that INCODE is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. In the defense or settlement of the claim, INCODE shall, in its reasonable judgment and at its option and expenses: (i) obtain for CUSTOMER the right to continue using the Software; (ii) replace or modify the Software so that it becomes non - infringing while giving equivalent performance. In the event of litigation, CUSTOMER shall have the right to have such litigation monitored by its counsel, at CUSTOMER's expense. LIMITATION OF LIABILITY EXCEPT FOR VIOLATIONS OF INCODE'S'INTELECTUAL OR PROPIRETARY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT. INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 1NCODE'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SI IALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER '1 INCODE FOR THE SOFTWARE.1 IARDWARE AND THE SERVICES AS TO WHICH THE CLAIM AROSE. EXCEPT FOR (i) DAMAGES INCURRED UNDER THE ARTICLE ENTITLED "PATENT AND COPYRIGHT INDEMNITY "; AND (ii) CLAIMS FOR BODILY INJURY OR TANGIBLE PROPERTY DAMAGED TO TE EXTEN "1' CAUSED BY INCODE. THE PARTIES AGREE TO TI 1E ALLOCATION OF LIABILITY RISK SET FORTH IN THIS SECTION. WARRANTY INCODE warrants that the Software will substantially conform to documentation delivered by INCODE to CUSTOMER pursuant to this Agreement, for twelve (12) months following installation: provided, however. that 1NCODE's warranty hereunder shall not cover or apply to any software, or part thereof. that is not developed or designed by INCODE. In the event that the Software is found to be defective in such respect and CUSTOMER notifies INCODE in writing within twelve (12) months after its receipt of the Software of any substantial non - conformity of the Software with such specifications, INCODE's sole obligation under this warranty is to remedy such defect within sixty (60) working days of the reported error. If INCODE is unable to provide CUSTOMER with a remedy within sixty (60) working days of the reported error. CUSTOMER reserves the right to cancel this Agreement without further obligation. In the event of such cancellation, INCODE shall be liable to pay CUSTOMER all monies paid by CUSTOMER for the software license fees. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS MADE IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INCODE SHALL IN NO EVENT BE LIABLE FOR DAMAGES THAT EXCEED THE AMOUNT OF'1'HE CHARGES PAID BY CUSTOMER HEREUNDER FOR THE DEVEI,OPMENT AND LICENSE OF THE SOFTWARE. IN NO EVENT SHALL INCODE BE LIABLE FOR SPECIAL, INCIDENTAL„ EXEMPLARY. INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, REVENUES OR DATA, EVEN IF INCODE HAS BEEN ADVISED OF'HIE POSSIBILITY OF SUCH DAMAGES. Notwithstanding any of the other provisions of this Agreement, 1NCODE warrants that the Software is fit for the purpose(s) stated in INCODE Software Specifications. INCODE warrants that the current version of its product will be supported and maintained for a period of five (5) years from the date of installation. However. it is the intent of CUSTOMER to upgrade to INCODE's new release of its Windows -based product, InVision, as soon as practical. HOLD HARMLESS CUSTOMER agrees that it will hold INCODE harmless against any claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or relating to (i) CUSTOMER's failure to implement any corrections, improvements and new releases relating to the Software. or any part thereof, (ii) CUSTOMER's OMER's unauthorized alterations to or use of the Software, or (nit CUSTOMER's breach of any of its obligations to maintain the confidentiality of the Software or CUS'I'OMER's unauthorized copying thereof 2 • SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS INDEMNITY INCODE shall indemnify, save harmless and exempt CUSTOMER, its officers. agents. servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its officers. agents, servants, and employees; provided, however, that INCODE shall not be liable for any suits , actions, legal proceedings, claims, demands, damages. costs. expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER, its officers. agents, servants and employees, or third parties. TERMINATION. This Agreement or any license referenced hereunder may be terminated by either party upon written notice if either party performs any breach of the terms of this Agreement At the date of termination of this Agreement. CUSTOMER shall promptly retum to INCODE any Software. related documentation. materials and other property of INCODE then in its possession, and any copies thereof wherever located. Notwithstanding the foregoing, all provisions hereof relating to confidentiality of the Software shall survive the termination of this Agreement. ASSIGNMENT Neither party shall assign this Agreement without the prior written consent of the other. No subsequent transfer of this Agreement by INCODE shall have any effect upon CUSTOMER'S right to use the Software in accordance with this Agreement. and any assignee shall be bound by the terms of this Agreement as if i1 had executed the Agreement. GENERAL. This Agreement is made and shall be governed by the laws of the State of Texas. excluding choice of law principles. Venue shall he in Williamson County. Texas. The section headings herein arc provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER's obligation to pay INCODE, neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may he executed in counterparts. To expedite order processing. Transmitted Copies are considered documents equivalent to original documents. however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Utility Billing System which INCODE. proposes to furnish CUSTOMER. The tennis and conditions of this Agreement, including the documents listed below, constitute the entire agreement between the parties concerning CUSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the parties. This Agreement may be executed in counterparts, which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement 1). Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement 11. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. YEAR 2000 As part of the warranty of substantial conformity to Documentation contained in this Agreement, INCODE warrants that the Software is Year 2000 compliant and will correctly address and operate accurately: (i) the change of the century in a standard compliant manner, including both Year 2000 and beyond; (ii) the existence and absence of leap years; and (iii) date related operations. Compliance means that the Software operates and correctly processes in a manner that: (1) calculations using dates execute utilizing a lour digit year; (ii) the Software functionality. including but not limited to. entry, inquiry. maintenance and update (whether on -line, batch, or otherwise) supports four digit processing: (iii) without human intervention: (iv) after transition of Year 2000, processing with a four digit year shall occur without human intervention; (v) all leap years shall be calculated correctly; and (vi) correct results shall be produced in forward and backward date calculation spanning century boundaries (there are no years stored as two digits.) INSURANCE INCODE will furnish CUSTOMER with evidence of (i) General Liability Policy. (ii) Worker's Compensation Policy, and (iii) Professional Liability Policy. SURETY INCODE shall furnish CUSTOMER with a Performance Bond in the amount of one hundred percent (100%) of the Contract amount. RELATIONSHIP OF THE PARTIES The parties acknowledge that INCODE is an independent contractor performing duties on behalf of CUSTOMER. Neither this Agreement, nor the parties' efforts hereunder shall create any relationship of employer - employee, partnership, or joint venture. ESCROW In order to protect the rights of the CUSTOMER pursuant to the agreement, INCODE shall keep and maintain a current copy of the source code for any product licenses held by CUSTOMER with a commercial escrow agency. INCODE shall provide evidence as to the establishment of the escrow account within thirty (30) days after the execution of the agreement. Such escrow agreement shall authorize the escrow agent to release such source code to the CUSTOMER if and when the "CUSTOMER shall have a right thereto pursuant to the escrow agreement or if 1NCODE fails to 3 • SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS maintain the escrow as agreed herein. CUSTOMER shall have the right at any time to verify that the copy of the source code placed in escrow shall he reproduced and maintained on machine readable media compatible with CUSTOMFR's equipment and shall be accompanied by full documentation thereof. Copies of the revised source code and the source code prior to the then - latest revision shall be maintained in escrow as provided hereunder. 4 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.0, Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218 -5480 PO Number Tax Exempt YES purcnase the rouowing 'terns from Irrwun. DESCRIPTION QUANTITY PRICE AcuCorp Run Time (# users) 7 425.00 THE THIRD PARTY SOFTWARE TO BE PROVIDED HEREIN IS SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: SUBTOTAL SALES TAX TOTAL DATE DUE 425.00 425.00 CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. THIRD PARTY APPLICATION SOFTWARE SALES AGREEMENT This agreement is entered into by and between Interactive Computer Designs. Inc., hereinafter referred to as INCODE, located at 6102 Chicago. Lubbock, Texas; and: CITY OF ROUND ROCK. hereinafter referred to as CUSTOMER on, 1999. Pursuant to the terms and conditions of this agreement which are contained on these pages, he CUSTOMER agrees to Signature Gusto • Tit , l y d 1 9 1 d l Date By Z:SeLIA - Signature Vice President Tide 6/30/99 Date hwswa032594 • THIRD PARTY APPLICATION SOFTWARE AGREEMENT TERMS AND CONDITIONS IN CONSIDERA PION OF the terms and conditions of the Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: THIRD PARTY APPLICATION SOFTWARE PURCHASE. INCODE agrees to sell and CUSTOMER agrees to buy the Third Party Application Software specified in this Agreement. The rights to use the Third Party Application Software is based exclusively on the terms and conditions of the license from the publisher of the Third Party Application Software to the CUS'T'OMER. CUSTOMER agrees to he subject to and is bound by all of the terms and conditions of the license agreement relating to such software. ALL WARRANTIES RELATING TO THE THIRD PARTY APPLICATION SOF'T'WARE PROVIDED DIRECTLY FROM LICENSOR OF THE SOFTWARE UNDER' THE TERMS AND CONDITIONS OF TI IE LIMITED WARRANTY GRANTED THEREBY. 1NCODE DISCLAIMS RESPONSIBILITY FOR ANY AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED RELATING TO THE THIRD PARTY APPLICATION SOFTWARE, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PRICE. For the right to use the Third Party Application Software, CUSTOMER agrees to pay the total amount specified in this Agreement. PAYMENT. CUSTOMER agrees to pay for the Third Party Application Software in accordance with the following terms: A. Upon execution of this agreement an invoice for twenty - live percent of the total amount specified in this agreement will be issued and payment is due and payable after the Customer secures financing /leasing arrangements. B. Within ten days of the date the Third Party Software is delivered to CUSTOMER, and installed if applicable, the balance of the total amount specified in this Agreement is immediately due and payable. C. All purchases of the rights to use the Third Party Application Software following installation are final. Returns of unopened. uninstalled Third Party Application Software must be made within thirty (30) days from the date of this Agreement. SOFTWARE SUPPORT. Support for Third Party Application Software is not provided by INCODE unless otherwise specified in this Agreement. INCODE's responsibility is liinited to delivering the Third Party Application Software and installing the software if installation services are specified in this Agreement. (..IMITATION OF LIABILITY. A. INCODE shall not he liable for !failure to provide, or delays in providing, any services under this Agreement if due to any cause beyond INCODE's reasonable control. 13. INCODE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL. DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED' T0, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS IN CONNECTION WITH, OR ARISING OUT OF ANY SOFTWARE OR SERVICES PROVIDED IN THIS AGREEMENT. INCODE SHALL NOT BE LIABLE FOR DAMAGES AS INDICATED ABOVE. EVEN IF INCODE. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. C. In no event shall INCODE be liable for any amount in excess of the monies paid by CUSTOMER to INCODE pursuant to this Agreement. ADDENDUM. Any additional terms that constitute part of this Agreement shall be set forth on the Addendum hereto. GENERAL. This Agreement is made and shall be governed by the laws of the State of Texas. excluding choice of law principles. Venue shall be in Williamson County, Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER'S obligation to pay INCODE, neither party shall he liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing. Transmitted Copies are considered documents equivalent to original documents, however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement This Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Utility Billing System which INCODE proposes to 'furnish CUSTOMER. The terms and conditions of this Agreement, including the documents listed below, constitute the entire agreement between the parties concerning CUSTOMF.R's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings. communications, and representations between the parties. 'this Agreement may be executed in counterparts, which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual I lardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agreement 1 • • THIRD PARTY APPLICATION SOFTWARE AGREEMENT TERMS AND CONDITIONS F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement 2 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES SOFTWARE CONVERSION AGREEMENT This agreement is entered into by and between Interactive Computer Designs, Inc.. hereinafter referred to as INCODE, located at 6102 Chicago, Lubbock, Texas; and: CITY OF ROUND ROCK, hereinafter referred to as CUSTOMER on. ,1999. Pursuant to the terms and conditions of this agreement which are contained on these pages, the CUSTOMER agrees to purchase the following items from INCODE. CITY OFROUND ROCK DESCRIPTION InCode /2000 Municipal Court Ticket Master File Warrant Master File Docket Master File Please Note: Customer must supply data in ASCII file format on either 3.5' diskette, or 1/4" tape. Record layout and description must be provided. 4,000.00 1,000.00 1,000.00 THE CONVERSION SERVICES TO BE PROVIDED HEREIN ARE SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: INTERACTIVE COMPUTER DESIGNS, INC. BY.. lX Signature Vice President Title 6/30/99 Date hwswa032594 QUANTITY PRICE SUBTOTAL SALES TAX TOTAL DATE DUE 6,000.00 6,000.00 SOFTWARE CONVERSION AGREEMENT TERMS AND CONDITIONS N CONSIDERATION OF good and valuable consideration. the ' ipt and sufficiency of which is hereby acknowledged. the parties treto agree as follows: CONVERSION SERVICES. 1NCODE agrees to provide the conversion services described on the first page of this Agreement (the "Services "). and CUSTOMER agrees to pay the amounts set forth herein for the Services. INCODE warrants that the conversion services stated herein will not negatively impact the CUSTOMER's ability to receive future enhancements and will not effect system performance. PRICE. For the purchase of the Services, CUSTOMER agrees to pay the total amount specified on the first page of this Agreement. Estimated costs shall be paid based on actual usage and may not exceed the estimated amount without consent of CUSTOMER. PAYMENT. CUSTOMER agrees to pay for the Services in accordance with the following: A Upon execution of this Agreement. CUSTOMER will be invoiced and agrees to pay twenty -five percent (25 %) of the total amount specified in this Agreement after securing lease /financing arrangements. B. Within fifteen days atter the acceptance of converted data for each application listed in this Agreement CUSTOMER agrees to pay the balance of the total amount specified in this Agreement for such conversion. CONVERSION ACCEPTANCE Data conversion activities described on page I of the Agreement will be considered accepted by the CUSTOMER when the converted data is accurate and complies with this document and/or any addendum to this Agreement. INCODE shall notify CUSTOMER upon successful completion of all conversion routines. CUSTOMER shall have fifteen (15) working days to verify conversion and notify INCODE of acceptance or non - acceptance of e converted data. Payment will be made in accordance with the payment provisions stated herein above. CUSTOMER'S OBLIGATIONS. As a condition to INCODE's obligations hereunder. CUSTOMER agrees to the following: A. To provide INCODE with sufficient file descriptions and layout information for the data to be converted for each software application. B. 'fo provide INCODE with data in an ASCII unpacked format on either UNIX 1/4 inch streaming tape or on industry standard 9 track tape, DAT tape, or 4mm tape. C. To provide INCODE with data that is current as of the dates agreed upon between the CUSTOMER and INCODE. D. To pay for any charges or fees billed by a third party for the purpose of providing data to INCODE in the required format set forth in B. above. E. To promptly review necessary reports to verify accuracy of the conversion. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to he invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall he construed as if such invalid, illegal. or unenforceable provisions had never been contained herein. BINDING EFFECT AND ASSIGNMENT This agreement shall inure to the benefit of and bind the parties hereto, their successors and assigns. Neither party shall assign this Agreement without the prior written consent of the other. No subsequent transfer of this Agreement ill INCODE shall have any effect upon CUSTOMER's right to use the ftware in accordance with this Agreement, and any assignee shall be bound by the terms of this Agreement as if it had executed the Agreement. CUSTOMER DELAYS. If any act of failure to act by the CUSTOMER delays INCODE's performance, INCODE shall be excused from performance for an amount of time commensurate with the delay caused by CUSTOMER. CUSTOMER acknowledges that its delay may excuse INCODE from perfomiancc for an amount of time greater than the delay caused by CUSTOMER. Such delays by CUSTOMER that may cause INCODE to delay performance include, but are not limited to, the following: A. CUSTOMER's failure to adequately prepare in advance for the conversion Services as specified by INCODE. B. CUSTOMER's failure to provide accurate data for use by INCODE in any respect, on the date and in the format required by INCODE. INDEMNITY INCODE shall indemnify. save harmless and exempt CUSTOMER, its officers, agents, servants. and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its officers. agents, servants, and employees; provided, however, that INCODE shall not be liable for any suits , actions, legal proceedings, claims. demands, damages, costs, expenses, and attorneys' fees arising out Ma willful or negligent act or omission of CUSTOMER, its officers. agents, servants and employees, or third parties. LIMITATION OF LIABILITY. A. INCODE shall not be liable for failure to provide, or delays in providing. Services under this Agreement if due to any cause beyond INCODE's reasonable control. B. CUSTOMER assumes sole responsibility for making complete up- lo -date backups of existing data prior to conversion of the data. C. INCODE shall not be liable for inaccurate data in INCODE's application software which is the result of conversion of inaccurate data from the previous system. D. INCODE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND. INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTIES NOT INCORPORATED INTO THIS AGREEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IMPOSED BY LAW OR WHICH COULD OTHERWISE ARISE IN CONNECTION WITH INCODE'S PERFORMANCE UNDER THIS AGREEMENT, E INCODE AND CUSTOMER ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR ANY DAMAGES CLAIMED BY CUSTOMER AND FINALLY AWARDED AGAINST INCODE IN CONNECTION WITH PERSONAL INJURY TO CUSTOMER PERSONNEL RESULTING FROM INCODE'S NEGLIGENT BEHAVIOR WHILE PERFORMING SERVICES HEREUNDER, IN NO EVENT WILL INCODE'S LIABILITY TO THE CUSTOMER, IF ANY FOR ANY CLAIM OR REASON WHATSOEVER RELATING TO TI IE SUBJECT MATTER OF THIS AGREEMENT EXCEED TI 1E FEES PAID BY CUSTOMER TO INCODE. CUSTOMER AND INCODE ACKNOWLEDGE AND AGREE: THAT INCODE WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WTIHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, AND LOSS OF REVENUES, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE 1 SOFTWARE CONVERSION AGREEMENT TERMS AND CONDITIONS AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRAC f, BREACH OF WARRANTY, INCODE'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTIIER CAUSES OF ACTION BASED ON SIMILAR LEGAL THEORIES. INCODE AND CUSTOMER FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO THIS AGREEMENT ON THE UNDERSTANDING THAT THE FEES FOR THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT HAVE BEEN SET TO REFLECT THE FACT THAT CUSTOMER'S REMEDIES, AND INCODE'S LIABILITY. SHALL BE LIMITED AS EXPRESSLY SET FORTH IN THIS AGREEMENT. AND IF NOT SO LIMITED, THE FEES FOR THE SAME WOULD HAVE BEEN SUBSTANTIALLY HIGHER. F. In no event shall INCODE be liable for any amount in excess of the amount paid by CUSTOMER to INCODE pursuant to this Agreement. FORCE MAJEURE. The parties to this Agreement shall not be liable to each other for any delay or failure of the other party to perform its obligations under this Agreement or otherwise if such delay of failure arises from any cause or causes beyond the reasonable control of either party. including. but not limited to labor disputes, strikes, other labor or industrial disturbances, acts of God, floods, lightning, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war. acts of public enemy, riots, insurrections, embargoes, blockages, actions. restrictions. regulations, or orders of any govemment, agency or subdivision thereof. GENERAL. This Agreement is made and shall be governed by the laws of the Slate of Texas. excluding choice of law principles. Venue shall he in O itliamson County, Texas. The section headings herein are provided r convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text ofthis .Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER's obligation to pay INCODE, neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may he executed in counterparts. To expedite order processing. Transmitted Copies are considered documents equivalent to original documents, however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement This Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Municipal Court System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement. including the documents listed below, constitute the entire agreement between the parties concerning CUSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings mmunications, and representations between the parties. This reement may be executed in counterparts, which taken together shall be considered original. A. Ilardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Application Software Sales Agrecmcnt F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement INSURANCE INCODE will furnish CUSTOMER with evidence of (i) General Liability Policy, (ii) Worker's Compensation Policy, and (iv) Professional Liability Policy. SURETY INCODE shall furnish CUSTOMER with a Performance Bond in the amount of one hundred percent (100 %) of the Contract amount. RELATIONSHIP OF THE PARTIES The parties acknowledge that INCODE is an independent contractor performing duties on behalf of CUSTOMER. Neither this Agreement, nor the parties' efforts hereunder shall create any relationship of employer - employee, partnership. or joint venture. 2 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES DESCRIPTION QUANTITY PRICE ON -SITE TRAINING EXPRESSED IN HOURS InCode /2000 Municipal Court 80 Hours 7,500.00 Estimated On -Site Travel Expenses 1 2,506.00 Please note training fees will be invoiced as incurred at the following rates, based on the INCODE personnel assigned to your installation. Senior Project Manager $150.00/hr Project Manager $106.25/hr Senior Software Specialist $93.75/hr Software Specialist $87.50/hr INCODE bills travel expenses as incurred in addition to the fees outlined above. Travel expenses include the actual cost of airfare, hotel, parking, gas, and a $28.00 per day per diem, plus a 10% processing fee. THE TRAINING SERVICES TO BE PROVIDED HEREIN ARE - SUBTOTAL 10,006.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. SAI,ES TAX ACCEPTED BY: ACCEPTED BY: TOTAL 10,006.00 CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. DATE DUE This agreement is entered into by and between Interactive Computer Designs. Inc., hereinafter referred to as INCODE, located at 6102 Chicago, Lubbock, Texas; and; CITY OF ROUND ROCK, hereinafter referred to as CUSTOMER on, 1999. Pursuant to the terms and conditions of this agreement which are contained on these pages, the CUSTOMER agrees to purchase the following items from INCODE. SOFTWARE TRAINING AGREEMENT Signature Vice President Title 6/30/99 Date hwswa032594 • SOFTWARE T RAINING AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF the terms and conditions of the Agreement and other good and valuable consideration, - the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: INCODE TRAINING. INCODE agrees to provide the CUSTOMER with the training described in this Agreement. Additional training may be provided by INCODE upon the request of the Customer. Additional training will be billed on a time and material basis on the basis of the fees schedule provided to Customer, or on terms agreed to prior to the time such services are provided by INCODE. PRICE. CUSTOMER agrees to pay INCODE for the actual amount of training provided. This Agreement reflects the estimated cost for the training proposed to be fumished by INCODE. FEES AND PAYMENT. CUSTOMER agrees to pay for INCODE training in accordance with the following: A. CUSTOMER will be billed for reasonable travel and other reasonable expenses as incurred by INCODE. B. CUSTOMER is not charged for travel time to and from the CUSTOMER'S site. Only time spent on -site is billed as training time. C. If training fees and/or travel expenses are financed by the CUSTOMER and INCODE is paid in advance for training. INCODE will provide invoices to the CUSTOMER as training fees and travel expenses are incurred, showing a credit on the invoice until such time the credit becomes exhausted. Any charges for training over and above the amount paid in advance will be billed to the CUSTOMER and will he Inc and payable upon receipt. D. CUSTOMER agrees to pay all expenses related to transportation of CUSTOMER's employees. TRAINING ENVIRONMENT. If training is being conducted at the CUSTOMER'S site, the CUSTOMER is responsible for providing a productive environment to conduct training. INCODE is not responsible for its inability to conduct training or for inadequate training arising due to interruptions and /or unavailability of CUS "TOMER personnel to be trained. "Time spent on -site by INCODE that results in non - productive training time beyond INCODE's control will be billed as training time. INCODE will make reasonable efforts to schedule training on dates requested by the CUSTOMER. INCODE's training effort shall be staffed with professional personnel with standards and qualifications ' necessary for a successful training program. If in the opinion of CUSTOMER the assigned training personnel do not or cannot successfully complete the training project, CUSTOMER may, at its sole option, request replacement personnel to complete the training and CUSTOMER shall not be charged for the time spent by the removed personnel. TRAVEL EXPENSES. In addition to other reimbursable expenses incurred by INCODE, CUSTOMER agrees to pay INCODE's travel expenses related to the on -site training services to he provided hereunder. INCODE and CUSTOMER shall mutually establish the training date(s). A. Travel expenses may include but is not limited to airfare, automobile rental, lodging, gasoline, parking fees and mileage (if a personal automobile is used for travel to the CIISTOMER's site). INCODE will not charge the CUSTOMER for actual travel time. B: CUSTOMER understands and agrees that any estimate of travel expense stated in this'Agreement is an estimate and that the CUSTOMER will be billed the actual amount of expense incurred by INCODE. The estimated expenses shall not be exceeded unless approved in writing by CUSTOMER. PREREQUISITES. The CUSTOMER agrees that the Training does not include training the CUSTOMER'S personnel in their job skills. INCODE's training is intended to provide instruction on the basic skills required to operate INCODE's application software. A. The CUSTOMER represents that the personnel that will receive training are competent and possess the necessary skills required to execute the responsibilities of (heir position. B. The CUSTOMER acknowledges that any additional training that may be required due' to personnel who do not possess the necessary skills required to execute the responsibilities of their position will be billed on a time and material basis if requested by CUSTOMER. C. INCODE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTIES NOT INCORPORATED INTO 'THIS AGREEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IMPOSED BY LAW OR WHICH COULD OTI IERW ISE ARISE IN CONNECTION WfFH INCODE'S PERFORMANCE TINDER THIS AGREEMENT. D. INCODE AND CUSTOMER ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR ANY DAMAGES CLAIMED BY CUSTOMER AND FINAI,LY AWARDED AGAINST INCODE IN CONNECTION WITH PERSONAL INJURY TO CUSTOMER PERSONNEL, RESULTING FROM INCODE'S NEGLIGENT BEHAVIOR WHILE PERFORMING SERVICES HEREUNDER, IN NO EVENT WILL INCODE'S LIABILITY 10 THE CUSTOMER, IF ANY FOR ANY CLAIM OR REASON WHATSOEVER RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO INCODE. CUSTOMER AND INCODE ACKNOWLEDGE AND AGREE THAT INCODE WILL NOT BE LIABLE TO CUSTOMER IN EXCESS OF THE AMOUNT OF THIS AGREEMENT. THESE LIMITATIONS APPLY TO ALL CAUSES 01' ACTION IN THE AGGREGATE, INCLUDING WII'I TOUT LIMITATION BREACH OF CONTRACT. BREACH OF WARRANTY, INCODE'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER CAUSES OF ACTION BASED ON SIMILAR LEGALTHEORIES. 1NCODE AND CUSTOMER FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO THIS AGREEMENT ON THE UNDERSTANDING THAT THE FEES FOR TI IE SERVICES TO BE PROVIDED UNDER THIS • SOFTWARE TRAINING AGREEMENT TERMS AND CONDITIONS AGREEMENT HAVE BEEN SET TO REFLECT THE FACT THAT CUSTOMER'S REMEDIES, AND INCODE'S LIABILITY, SHALL BE LIMITED AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND IF NOT SO LIMITED. THE FEES FOR TI -IE SAME WOULD HAVE BEEN SUBSTANTIALLY HIGHER. FORCE MA.IEURE. The parties to this Agreement shall not he liable to each other for any delay or failure of the other party to perform it obligations under this Agreement or otherwise if such delay of failure arises from any cause or causes beyond the reasonable control of either party, including, but not limited to. labor disputes, strikes, other labor or industrial disturbances, acts of Cod, Floods, lightning. shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of public enemy, riots, insurrections, embargoes, blockages, actions, restrictions, regulations, or orders of any government, agency or subdivision thereof INDEMNITY INCODE shall indemnify, save harmless and exempt CUSTOMER. its officers, agents, servants. and employees from and against any and all suits, actions, legal proceedings, claims. demands, damages. costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its officers, agents, servants, and employees; provided, however, that INCODE shall not be liable for any suits actions, legal proceedings, claims. demands. damages, costs, expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER. its officers, agents, servants and employees, or third parties. GENERAL. This Agreement is made and shall he governed by the laws of the State of Texas, excluding choice of law principles. Venue shall be in Williamson County. Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purpotts to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER'S obligation to pay INCODE, neither party shall be liable for any failure due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing, 'Transmitted Copies are considered documents equivalent to original documents, however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Municipal Court System which INCODE proposes to famish CUSTOMER. The terms and conditions of this Agreement, including the documents listed below, constitute the entire agreement between the parties concerning CIISTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings. communications, and representations between the parties. This Agreement may be executed in counterparts, which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification /Required Interfaces Agreement E. Third Party Applicatioh Software Sales Agreement F. - Software Conversion Agreement G. Software Training Agreement H: Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. INSURANCE INCODE will furnish CUSTOMER with evidence of (i) General Liability Policy, (ii) Worker's Compensation Policy, and (iii) Professional Liability Policy. SURETY INCODE shall famish CUSTOMER with a Performance Bond in the amount of one hundred percent (100 %) of the Contract amount. • RELATIONSHIP OF THE PARTIES The parties acknowledge that INCODE is an independent contractor performing duties on behalf of CUSTOMER. Neither this Agreement, nor the parties' efforts hereunder shall create any relationship of employer - employee, partnership. or joint venture. 2 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES purchase the following items 1101111 , ,,U/Jr. DESCRIPTION QUANTITY PRICE InCode12000, Municipal Court Please note: INCODE provides maintenance and support for six (6) months at no charge as per the Software License Agreement. You will be invoiced for the amount in this agreement on the seventh month following the installation of your software. 1 8,850.00 THE MAINTENANCE SERVICES TO BE PROVIDED HEREIN ARE SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. SUBTOTAL SALES. TAX TOTAL DATE DUE 8,850.00 8,850.00 ANNUAL SOFTWARE MAINTENANCE AGREEMENT This agreement is entered into by and between Interactive Computer Designs, Inc., hereinafter referred to as INCODE, located at 6102 Chicago. Lubbock, Texas: and: CITY 00 ROUND ROCK. hereinafter referred to as CUSTOMER on, , 1999. Pursuant to the terms and conditions of this agreement which are contained on these pages, the CUSTOMER agrees to Signature Vice President Title 6/30/99 Date hwswa032594 • SOFTWARE MAINTENANCE- AGREEMENT ' TERMS AND CONDITIONS IN CONSIDERATION OF the terms and conditions of the Agreement and other good and valuable consideration, the parties hereto agree as follows: SOFTWARE SUPPORT. INCODE shall provide CUSTOMER with software support for the INCODE Software and Sublicensed Software specified on the first page of this Agreement. ERROR CORRECTION. An error correction is defined as a change made to the INCODE Software so that the INCODE Software functions in accordance with its specifications. As part of the maintenance services provided herein, INCODE shall provide error corrections in accordance with the following: A. INCODE shall provide reasonable systems analysis and programming services to correct documented errors which in INCODE's opinion arc caused by a defect in an unaltered version of the INCODE Software. 13. If the CUSTOMER notifies INCODE that an error exists and INCODE's investigation reveals that the error is due to some cause other than a malfunction of the INCODE Software, then the CUSTOMER agrees to compensate 1NCODE for its efforts at INCODE's then standard rates. Examples of causes of this type errors include but are not limited lo, errors caused by CUSTOMER's personnel, erroneous dates, and hardware malfunctions. ENHANCEMENTS. INCODE shall at its sole discretion make Enhancements to the INCODE Software. INCODE shall provide CUSTOMER these Enhancements as and when they are made generally available. An Enhancement as used in this Agreement is defined as an improvement to the Software. such as but not limited to adding a report, adding a function. or a new program. INCODE shall use its best efforts to insure That Enhancements shall be compatible with hardware that INCODE has recommended the CUSTOMER to use. A. CUSTOMER acknowledges that the Enhancements may not be compatible with CUSTOMER's particular hardware configuration or operating system. CUSTOMER acknowledges that additional hardware and software may he required al the CUSTOM ER's expense in order to utilize the Enliancemenls_ B. lithe vendor of Sublicensed Software distributes software Enhancements without charge to INC'ODE, INCODE shall notify CUSTOMER of such distribution and offer said [enhancements to CUSTOMER for a reasonable shipping charge. INCODE shall advise CUSTOMER if it is in the best interest of CUSTOMER to install such Enhancements. UPDATES. An update is defined as a change made in the INCODE Software which is required in order for the software to function according to INCODE's software specifications. Updates of the INCODE Software are provided to CUSTOMER as part of the maintenance services provided by this Agreement. Updates would include, but are not necessarily limited to the following: A. Installation of an Error Correction. B. Any change in the INCODE Software that does not add a function. C. A change made necessary because of legislative changes to CUSTOMER' State or other governmental statutes or by procedural changes directed by governmental agencies having control over CIISTOMER's operations. (1) CUSTOMER will provide INCODE with the necessary information required in order to make the changes necessitated. (2) It is the CUSTOMER'S responsibility to notify INCODE of such legislative changes. (3) CUSTOMER acknowledges that if such changes would in INCODE's sole determination require a major rewrite of the INCODE Software. or if such changes are not required by any other INCODE CUSTOMERS in that state, ENCODE would make such changes for a reasonable mutually agreed cost. (4) CUSTOMER acknowledges that INCODE will have a reasonable amount of time to make any such changes to the INCODE Software. I lowever, INCODE shall use its hest efforts to meet any effective date of any such legislation. NEW RELEASES. INCODE shall provide CUSTOMER with all new releases of the INCODE software applications. A New Release is defined as a major rewrite of an INCODE Software application and which replaces the old release. INCODE shall use its best efforts to insure that Enhancements shall be compatible with hardware that INCODE has recommended the CUSTOMER to use. A. CUSIOME R acknowledges that the New Release may not he compatible with CUSTOMER's particular hardware configuration or operating system. CUSTOMER acknowledges that additional hardware and software may he required at the CIJSTOMER's expense in order to utilize the New Release. B. CUSTOMER acknowledges That INCODE shall he given a reasonable amount of time to install such New Releases after the date the New Release becomes generally available to INCODE's customers. TELEPHONE SUPPORT. INCODE shall provide CUSTOMER telephone support for answering questions concerning use of INCODE Software. This service shall be provided between the hours of 8:00 a.m. and 5:1)0 p.m., Central Time, Monday through Friday. excluding INCODE holidays. ON -LINE SUPPORT. INCODE shall provide CUSTOMER with on -line support through the use of communications modem and software. On -line support shall include the following services_ A. INCODE shall provide software Updates and Enhancements either by means of on -line support or on diskette. B. INCODE is responsible for all on -line support long distance charges originated from INCODE's offices incurred while providing Updates and Enhancements. C. CUSTOMER shall provide telephone lines. communications software specified by INCODE and all equipment necessary at CUSTOMER location to use INCODE's on -lint support. SOFTWARE COVERED. This Agreement applies to all licensed INCODE Software listed on this Agreement. IfCUSTOMER acquires additional INCODE Software in the future. such software shall be subject to this Agreement The additional INCODE Software shall be subject to the annual maintenance fees already being charged to CUSTOMER. The Software Maintenance Agreement must include all INCODE Software applications licensed to CUSTOMER. FEES AND PAYMENT. For the services provided herein, CUSTOMER agrees to pay the annual maintenance fee as specified in this Agreement in accordance with the following: A. The Licensing Fee of the INCODE Software includes twelve month's maintenance from the time the Software is installed. B. The annual maintenance fees will become due the first of the month following twelve months atter the installation of the 1NCODE Software. If Customer fails to pay the maintenance fee when due. INCODE shall have the right in its sole discretion to suspend its performance or terminate this Agreement. EXPENSES. CUSTOMER is responsible for the reasonable expenses incurred by INCODE in its performance of this Agreement such as travel, lodging, and transportation. TERM. .this Agreement shall become effective on the date executed by an officer of INCODE and shall have a term beginning upon the first of the month, six months after the installation of the INCODE Software and ending upon the last day of the month six months following that date. 1 • SOFTWARE MAINTENANCE , AGREEMENT TERMS AND CONDITIONS A. This Agreement will automatically renew for subsequent one year temts unless either party gives the other party at least thirty days prior written notice of its intent not to renew. 13. INCODE will not increase maintenance fees more than 10% per year and will furnish CUSTOMER a schedule of fees not Icss than forty -five (45) days prior to the expiration of the then current agreement C. If CUSTOMER has not elected to participate in the INCODE Software Maintenance Agreement, or elects not to renew the Agreement the CUSTOMER may acquire Software maintenance in accordance to the Section entitled "SUPPORT FOR CUSTOMERS NOT PARTICIPATING ". SUPPORT FOR CUSTOMERS NOT PARTICIPATING. The Software License Agreement includes twelve months free maintenance. If CUSTOMER elects not to participate in the INCODE Software Maintenance Agreement CUSTOMER shall receive support on a Time and Materials basis following twelve months after the INCODE Software is installed in accordance with the following temurs: A. Support telephone and modem calls and related work and /or expenses will be billed at INCODE's then current hourly rate with a fifteen minute minimum. B. Updates, Enhancements and New Releases shall be provided to CUSTOMER at CUSTOMER's request The fee for said Updates, Enhancements and New Releases shall be determined solely by INCODE at the time the request is made by CUSTOMER. C. If CUSTOMER elects not to have updates. Enhancements and New Releases to the INCODE Software installed. INCODE shall not be responsible for its inability to support the INCODE Software. ADDITIONAL SERVICES. The Services listed below am not included in the INCODE Software Maintenance Agreement These services, if requested by CUSTOMER, shall be provided at INCODE's discretion and will be billed on a Time and Materials basis at INCODE's current rates. A. Changes to print programs. B. Software modification unique to particular CUSTOMER installation. C. Responding to problems caused by CUSTOMER' personnel, including but not limited to operator errors. D. Providing operator training. E. Responding to problems caused by had data F. Perf rrning hardware maintenance or hardware diagnostics. G. Responding to problems caused by hardware. H. Responding to problems caused by software that is not INCODE Software or software specifically covered by this Agreement. I. Responding to problems resulting from misuse, accidents. CUSTOMER neglect, fire, or any other cause not within INCODE's reasonable control. J. Changes made to the INCODE Software by someone other than INCODE personnel. K. Any other. services performed by INCODE not otherwise specifically provided for in this Agreement. FORCE MAJEURE The parties to this Agreement shall not be liable to each other for any delay or failure of the other party to perform its obligations under this Agreement or otherwise if such delay of failure arises from any cause or causes beyond the reasonable control of either party, including, but not limited to, labor disputes, strikes. other labor or industrial disturbances, acts of God, floods, lightning, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of public enemy, riots, insurrections, embargoes, blockages, actions, restrictions, regulations, or orders of any government, agency or subdivision thereof. INDEMNITY INCODE shall indemnify- save harmless and exempt CUSTOMER. its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages. costs. expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its officers, agents, servants, and employees; provided, however, that INCODE shall not be liable for any suits actions, legal proceedings. claims, demands, damages, costs. expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER, its officers, agents, servants and employees, or third parties. REMEDIES A. INCODE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND. INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTIES NOT INCORPORATED INTO THIS AGREEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IMPOSED BY LAW OR W HICI I COULD OTHERWISE ARISE IN CONNECTION WITH INCODE's PERFORMANCE UNDER THIS AGREEMENT. B. INCODE AND CUSTOMER ACKNOWLEDGE AND AGREE TIIAT, EXCEPT FOR ANY DAMAGES CLAIMED BY CUSTOMER AND FINALLY AWARDED AGAINST INCODF IN CONNECTION WITH PERSONAL INJURY TO CUSTOMER PERSONNEL RESULTING FROM INCODE's NEGLIGENT BEHAVIOR WHILE PERFORMING SERVICES HEREUNDER, IN NO EVENT WILL INCODE's LIABILITY TO THE CUSTOMER, IF ANY FOR ANY CLAIM OR REASON WHATSOEVER RELATING TO 'THE SUBJECT MATTER OF 'THIS AGREEMENT EXCEED ONE YEAR'S MAINTENANCE FEES PAID BY CUSTOMER. CUSTOMER AND INCODE ACKNOWLEDGE AND AGREE THAT INCODE WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, AND LOSS OF REVENUES, EVEN IF INFORMED 01- THE POSSIBILITY THEREOF IN ADVANCE. THESE LIMITATIONS APPI,Y TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, INCODE's NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER CAUSES OF ACTION BASED ON SIMILAR LEGAL THEORIES. INCODE AND CUSTOMER FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE ENTERING INTO THIS AGREEMENT ON THE UNDERSTANDING THAT THE FEES FOR THE SERVICES IO BE PROVIDED UNDER THIS AGREEMENT HAVE BEEN SET '1 fJ REFLECT THE FACT THAT CUSTOMER'S REMEDIES, AND INCODE's LIABILITY, SHALL BE LIMITED AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND IF NOT SO LIMITED, THE FEES FOR THE SAME WOULD FIAVE BEEN SUBSTANTIALLY I -0GHER. FISCAL FUNDING This Agreement is a commitment of CUSTOM ER's current revenues only. It is understood and agreed that CUSTOMER shall have the right to terminate this Agreement at the end of any CUSTOMER's fiscal year (October I through 2 Customer Name City of Round Rock Salesman LM Street Address 221 E. Main Street P.O. Box City Round Rock State TX Zip 78664 Contact Person Tracie Glaeser Phone Number (512) 218-5480 PO Number Tax Exempt YES purcnase me rouow mg uerns Iron] IINI,VVL DESCRIPTION QUANTITY PRICE Epson TM -950II Receipt Validation Printer Please note: The manufacturer's warranty provides maintenance for twelve (12) months at no charge. You will be invoiced for the amount in this agreement one year following the installation of your hardware. Loaner services are provided under this agreement during the first twelve months at no extra charge. 3 690.00 THE HARDWARE MAINTENANCE TO BE PROVIDED HEREIN IS SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: CITY OF ROUND ROCK INTERACTIVE COMPUTER DESIGNS, INC. SUBTOTAL SALES TAX TOTAL DATE DUE 690.00 690.00 • ANNUAL HARDWA1 E MAINTENANCE AGREEMENT phis agreement is entered into by and between Interactive Computer Designs. Inc., hereinafter referred to as INCODE, located at 6102 Chicago, Lubbock. Texas: and; CITY OF ROUND ROCK. hereinafter referred to as CUSTOMER on, . 1999. Pursuant to the terms and conditions of this agreement which are contained on these pages, the CUSTOMER agrees to Sig (?c I (� Y Title / Date 3 `A Y I7 By " lQ + Signature Vice President Title 6/30/99 Date M wswa032594 • • SOFTWARE MAINTENANCE- AGREEMENT TERMS AND CONDITIONS September 30) if the governing body of the City of Round Rock does not appropriate funds sufficient to pay the contractual charges as stated. herein or attached hereto coming due in the CUSTOMER's next fiscal year, as determined by CUSTOMER's budget for the fiscal year in question, CUSTOMER may elect to terminate this Agreement at the end of the Agreement term and before the end of the then current fiscal year without incurring any financial liability. CUSTOMER shall endeavor to pay any charges which are due and have not been paid from those funds remaining which are appropriated for said charges at or before the end of its then current fiscal year. In the event Hardware Support Services term falls into more than one fiscal year, and if CUSTOMER must terminate Software Support Services due to nonappropriation of funds during the term other than the initial included year, CUSTOMER shall be entitled to a partial refund of the prepaid Software Support Services fee or a partial abatement if fees have not been paid. GENERAL. This Agreement is made and shall be governed by the laws of the State of Texas, excluding choice of law principles. Venuc shall be in Williamson County, Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except Tor CUSTOMER'S obligation to pay INCODE. neither party shall be liable for any failure due to causes beyond its reasonable control. Han) provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not Operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing, Transmitted Copies are considered documents equivalent to original documents, however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This .Agreement together with documents listed below (in order of precedence) is dependent on each other to create the Utility Billing System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement including the documents listed below, constitute the entire agreement between the parties concerning CUSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the parties. This Agreement may he executed in counterparts. which taken together shall he considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification/Required Interfaces Agreement E. Third Party Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. INDEMNITY INCODE shall indemnify, save harmless and exempt CUSTOMER. its officers. agents, servants. and employees from and against any and all suits. actions, legal proceedings, claims. demands, damages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its officers, agents, servants, and employees; provided, however, that INCODE shall not be liable for any suits . actions, legal proceedings. claims, demands, damages. costs, expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER, its officers, agents, servants and employees. or third parties. RELATIONSHIP OF THE PARTIES The parties acknowledge that INCODE is an independent contractor performing duties on behalf of CUSTOMER. Neither this Agreement. nor the parties' efforts hereunder shall create any relationship of employer - employee, partnership, or joint venture. BINDING EFFECT AND ASSIGNMENT This Agreement shall inure to the benefit of and hind the parties hereto, their successors and assigns. Neither party shall assign this Agreement witheur the prior written consent of the other. No subsequent transfer of this Agreement by INCODE shall have any effect upon CUSTOMER's right to use the Software in accordance with this Agreement, and any assignee shall be bound by the terns of this Agreement as if it had executed the Agreement. 3 • • ANNUAL HARDWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS IN CONSIDERATION OF the terms and conditions of the Agreement and other good and valuable consideration, the premises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: EQUIPMENT TO BE COVERED. CUSTOMER requests to cover and INCODE agrees cover the equipment specified in this agreement. PURPOSE. The purpose of this Agreement is to: A. Outline the services provided by INCODE during the stated warranty period for each piece of equipment covered under the Agreement. B. Outline the services to he provided for extended periods of time agreed upon by INCODE and the , Customer. C. Indicate the rate that will be charged by INCODE for the first period (twelve months, unless stated otherwise in this Agreement) of optional extended maintenance. PRICE. The CUSTOMER agrees to pay the Maintenance fee specified in this Agreement. INCODE guarantees this fee for the term of the Maintenance Agreement which is twelvemonths. Any increase will he limited to ten percent (10 %). INCODE shall furnish a schedule of fees not less than forty-five (45) days prior to the expiration of the then current agreement PAYMENT. CUSTOMER agrees to pay the Maintenance Agreement fee in accordance with the following terms: A. The CUSTOMER will be invoiced for the first period of extended maintenance upon the one year anniversary of the installation of the hardware. B. In order for equipment to be eligible to be covered under this Agreement, the equipment must be covered beginning with the date of purchase of the equipment and must remain under continuous coverage on the Agreement. FISCAL FUNDING This Agreement is a commitment of CUSTOMER's current revenues only. It is understood and agreed that CUSTOMER shall have to right to terminate this Agreement at the end of any CUSTOMER's fiscal year (October 1 through September 30) if the governing body of the City of Round Rock does not appropriate funds sufficient to pay the contractual charges as stated herein or attached hereto coming due in the CUSTOMER's next fiscal year, as determined by CUSTOMER's budget for the fiscal year in question, CUSTOMER may elect to terminate this Agreement at the end of the Agreement term and before the end of the then current fiscal year without incurring any financial liability. CUSTOMER shall endeavor to pay any charges which are due and have not been paid from those funds remaining which are appropriated for said charges at or before the end of its then current fiscal year. In the event Hardware Support Services term falls into more than one fiscal year, and if CUSTOMER must terminate Software Support Services due nonappropriation of funds during the term other than the initial included year, CUS'T'OMER shall be entitled to a partial refund of the prepaid Software Support Services fee or a partial abatement if fees have not been paid. EQUIPMENT MAINTENANCE PROGRAM TERMS. INCODE agrees to provide the maintenance,on the equipment specified under this agreement in accordance to the following terms: A. In the event of equipment failure. INCODE will repair the defective equipment and provide the CUSTOMER with "like or near like" equipment while the defective equipment is being repaired. B. CUSTOMER shall notify INCODE of equipment failure. Upon notification. INCODE will ship via over - night service to the CUSTOMER the appropriate loaner equipment. The CUSTOMER shall package the defective equipment in its appropriate container and ship the equipment to INCODE. C. Once the equipment is repaired, it will be shipped to the CUSTOMER. Upon receipt of the repaired equipment the CUSTOMER shall ship the loaner equipment back to INCODE. The loaner equipment should be shipped back to INCODE within five working days of receiving the repaired equipment. The CUSTOMER agrees to pay mutually agreed upon daily rental fees to INCODE if the loaner equipment is not shipped back to INCODE within the time frame specified. D. The CUSTOMER is responsible for shipping cost related to shipping equipment to INCODE. INCODE is responsible for shipping cost related to shipping equipment to the CUSTOMER. DEFINITIONS. The following definitions apply to the terms of this Agreement_ A. Loaner Equipment. Equipment loaned to the CUSTOMER by INCODE for use while the CUSTOMER's equipment is being repaired. B. Like or Near -Like Equipment. Equipment compatible with the CUSTOMER'S computer system and capable of performing the tasks performed by the equipment being repaired. EQUIPMENT NOT COVERED. INCODE is not responsible for maintenance related problems on equipment not covered under this Agreement. BINDING EFFECT AND ASSIGNMENT This Agreement shall inure to the benefit of and bind the parties hereto, their successors and assigns. Neither party shall assign this Agreement without the prior written consent of the other. No subsequent transfer of this Agreement by INCODE shall have any effect upon CUSTOMER's right to use the Hardware in accordance with this Agreement, and any assignee shall be bound by the terms of the Agreement as if it had executed the Agreement. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason he held to be invalid, illegal. or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof. and this Agreement shall be construed as if such invalid. illegal, or unenforceable provisions had never been contained herein. 1 • ANNUAL HARDWARE MAINTENANCE AGREEMENT TERMS AND CONDITIONS FORCE MAJEURE The parties to this Agreement shall not be liable to each other for any delay or failure of the other party to perform its obligations under this Agreement or otherwise if such delay of failure arises from any cause or causes beyond the reasonable control of either party, including, but not limited to, labor disputes, strikes, other labor or industrial disturbances, acts of God Iloods, lightning, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of public enemy, riots, insurrections. embargoes, blockages, actions, restrictions, regulations, or orders of any government, agency or subdivision thereof. RISK OF LOSS. Risk of loss or damage to equipment being shipped to INCODE is the responsibility of the CUSTOMER. Risk of loss or damage to equipment being shipped to the CUSTOMER is the responsibility of INCODE. LIMITATION OF LIABILITY. This Agreement is subject to the following provisions: A. INCODE shall not be liable for failure to provide, or delays in providing , services under this agreement if due to any cause beyond INCODE's control. 13. CUSTOMER expressly assumes all responsibility for the selection and use of the hardware, licensed software, and products. C. INCODE shall not be liable for any incidental. special or consequential damages of any nature • whatsoever, such as. but not limited to. loss of anticipated profits. or other economic loss in connection with. or arising out of the existence of the furnishing, functioning. or CUSfOMER's use of any services or goods provided in this agreement, INCODE will not be liable for damages as indicated above, even if INCODE has been advised of the possibility of such damages. D. In no event shall INCODE he liable for any amount in excess of the moneys paid by CUSTOMER to INCODE pursuant to this Agreement. INDEMNITY INCODE shall indemnify, save harmless and exempt CUSTOMER, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, datnages, costs, expenses, attorney fees and any and all other costs or fees incident to any work done as a result of this agreement and arising out of a willful or negligent act or omission of INCODE, its officers, agents, servants, and employees; provided, however, that INCODE shall not be liable for any suits , actions, legal proceedings, claims, demands, damages, costs, expenses, and attorneys' fees arising out of a willful or negligent act or omission of CUSTOMER, its officers, agents, servants and employees, or third parties. RELATIONSHIP OF THE PARTIES The parties 1111/ acknowledge that INCODE is an independent contractor performing duties on behalf of CUSTOMER. Neither this Agreement, nor the parties' efforts hereunder shall crate any relationship of employer- employee, partnership, or joint venture. GENERAL This Agreement is made and shall be governed by the laws of the State of Texas. excluding choice of law principles. Venue shall be in Williamson County. Texas. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. No purchase order or other ordering document that purports to modify of supplement the printed text of this Agreement or any Schedule shall add to or vary the terns of this Agreement. All such proposed variations or additions (whether submitted by INCODE or CUSTOMER) are objected to and deemed material unless agree to in writing. Except for CUSTOMER's obligation to pay INCODE, neither party shall be liable for any failure due to causes beyond its reasonable control. Batty provision of this Agreement is held to be unenforceable. this Agreement shall be construed without such provision. The failure of a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. This Agreement may he amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement may be executed in counterparts. To expedite order processing. Transmitted Copies are considered documents equivalent to original documents. however CUSTOMER and INCODE agree to provide each other with one fully executed original and complete Agreement. This Agreement together with documents listed below (in order of precedence) are dependent on each other to create the Utility Billing System which INCODE proposes to furnish CUSTOMER. The terms and conditions of this Agreement, including the documents listed below, constitute the entire agreement between the parties concerning CIJSTOMER's acquisition and use of the Software. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the parties. This Agreement may be executed in counterparts, which taken together shall be considered original. A. Hardware And System Software Sales Agreement B. Annual Hardware Maintenance Agreement C. Software License Sales Agreement D. Software Modification/Required Interfaces Agreement E. Third Party Application Software Sales Agreement F. Software Conversion Agreement G. Software Training Agreement H. Annual Software Maintenance Agreement NOTE: A THROUGH H ARE OF EQUAL PRECENDENCE. 2 DATE: July 2, 1999 SUBJECT: City Council Meeting — July 8, 1999 ITEM: 10.A.1. Consider a resolution authorizing the mayor to execute a contract with Incode, Inc. (Interactive Computer Designs, Inc.) for Municipal Court software. Municipal Court is upgrading its system to a Windows NT operating system and more efficient software. This upgrade will allow Court to become compatible with the rest of the City computer systems. In addition, the upgrade answers any potential Y2K problems with the current "Cisco" software and automates many new processes in the Court system. Incode has the ability to support the needs of a Court system the size of Round Rock and will continue to develop new technology to further improve the efficiency of court processes. The total cost including software and training is $48,458.00. Staff Resource Person: Joanne Land, Assistant City Manager. Incode (Interactive Computer Designs, Inc.) is a software corporation located out of Lubbock, Texas. The corporation was founded in 1981 and began specializing in software for municipal government in 1984. Incode currently service over 175 Municipal Courts in Texas, Oklahoma, Missouri and Kansas. The Municipal Court Clerk made a comparison for other software capable of performing functions that are required for the completion of tasks within the Municipal Court. The available software ranged from extremely large packages designed to be purchased as a "Citywide" system to PC driven packages which have not been proven as efficient multi -user systems. The Incode software has been tested on larger court systems such as North Richland Hills and Abileen. In addition the system is running on Windows NT which is compatible with the platform of choice by the Information Technology department. Court specialist claimed to have comparable software although during my research, I found that Incode is currently converting 7 of the Court Specialist sites. Rockport, Freeport, Tomball and Webster are among those 7 cities. All of which are multi -user Municipal Courts. Court Specialist does not have payment lock and will allow two (2) clerks to make changes at the same time and could possible cause end of day audit problems. This is also a problem with the existing software. Incode answers this problem by supplying a record lock that notifies the clerk that another person is using that record. In addition Incode provides exclusive citation number usage. This means that the entry clerk can not assign a previously used number to a new case. These features tighten up the audit trail of the software narrowing potential losses. Incode provides additional features such as citation tracking, master name database, automatic warrants, automated fees, interfacing with the Omni Base/DPS Fail to appear program, and time saving defaults. This system is also Y2K compliant. Incode also is developing an interface program to make automatic ticket books compatible to the Court program allowing police officers to download their citations directly into the Court computer. This alone will save many employee hours in data entry. A jury selection program is also provided allowing automatic jury pools and jury notifications. Incode also provides all state mandated reports and upgrades for new legislation. New R- 99 -07 -08 -1081 Contract with Ameritech Library Services for library system software upgrade from Dynix to Horizon. 7/8/99 07/08/99 THU 14:24 FAX 1 801 223 5226 ALS Systems Engineering Cj 002 LICENSE AGREEMENT BETWEEN AMERITECH LIBRARY SERVICES AND THE CITY OF ROUND ROCK 07/08/99 THU 14:25 FAX 1 801 223 5226 ALS Systems Engineering fj00 Section TABLE OF CONTENTS Pe 1. FURNISHING OF SOFTWARE 1 2. CONTRACT DOCUMENTS 3. DEFINITION OF TERMS 1 4. WARRANTY 2 5. PAYMENTSCHEDL7-E 2 6. TAXATION 3 7. SOFTWARE LICENSE 3 8. PATENT AND COPYRIGHT PROTECTION - 5 9. INDEMNIFICATION AND LIMITATION OF LIABILITY........... ..................... 10. INSURANCE 6 11. LIBRARY RESPONSIBILITIES 7 12. ASSIGNMENT 7 13. NO WAIVER 7 14. FORCE MAIEURE 7 15. NOTICES 7 16. SEVEItABILITY 8 17. GOVERNING LAW 8 18. NONDISCRIMINATION 8 19. AGREEMENT EXTENSION AND MODIFICATION CLAUSE 8 20. RETURNS 8 21, NON - COLLUSION COVENANT 8 22. HEADINGS NOT CONTROLLING 8 23. STATEMENT OF CONFIDENTIALITY 9 24. ENTIRE AGREEMENT 9 25. DUPLICATE ORIGINALS 9 RIDERS A. CONFIGURATION R -1 B. OPERATING SYSTEM LICENSE R•3 C. TESTING PROCEDURES .. R-4 D. TAXES R -I5 E. WORKSTATION REQUIREMENTS R -16 07/08/99 THU 14:26 FAX 1 801 223 5226 ALS Systems Engineering a 004 PURCHASE AGREEMENT This Agreement is made and entered into by and between Ameritech Library Services, Inc. (hereinafter referred to as "AMERITECH"), having is offices at 400 Dynix Drive, Provo, Utah 84604 and the City of Round Rock (hereinafter referred to as THE CITY "), having its offices at 221 East Main, Round Rock, Texas 78664. The term "AMERITECH" shall also refer to the company, its agents, and its subcontractors. RECITALS WHEREAS, THE CITY is currently licensed to use AMERITECH software in the UniVerse database env and is desirous of changing to an SQL -based database env and WHEREAS, THE CITY desires to contract with AMERITECH to obtain the licenses to the Software and other services described herein to migrate to a SQL -based database environment, and AMERITECH desires to contract with THE CITY to provide said license to the Software and the services described herein; NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings contained herein, the parties hereto hereby agree as follows: 1. FURNISHING OF SOFTWARE Subject to the terms and conditions set forth herein, AMERITECH agrees to provide at locations specified by THE CITY, and THE CITY hereby agrees to purchase the goods and services described in Rider A. 2. CONTRACT DOCUMENTS The contract documents are this Agreement, including the following Riders attached hereto: Rider A. Configuration Rider B. Operating system License Rider C. Testing Procedures Rider D. Taxes Rider E. Workstation Requirements Each of these documents is incorporated herein by this reference as if set forth in full, and shall constitute a part of this Agreement The failure of this Agreement to include reference to any matter contained in any other contract document shall not be deemed to constitute a conflict 3. DEFINITION OF TERMS R. Licensed Software (or Software): Each Licensed Software product listed in Rider A under the subheading Core Software, including machine- readable object code (not source code) for such product, any user documentation for such product, and any other related materials which are furnished to THE CITY by AMERITECH for use in connection with such product. C[TY OF ROUND ROCK - PAOF.1 mwgmswnAL ww morazr. av 07/08/80 THU 14:27 FAX 1 801 223 5226 ALS Systems Englneering B. Database Server. The computer acquired and operated by THE CITY to provide database management services in connection with the Licensed Software. C. Access Server: The computer acquired and operated by THE CITY to provide web access and gateway services to the Database Server in connection with the Licensed Software. D. Workstation: An end user machine provided by THE CITY on which client software operates to access the Database Server and which meets or exceeds the specifications required for operation of the Licensed Software. 4. WARRANTY 1. AMERITECH warrants that AMERITECH has the right to license the Licensed Software and to sell the other products which are described in Rider A of this Agreement. 2. AMERITECH warrants that the Licensed Software delivered will comply with the functions defined by the user manuals. 3. AMERITECH warrants that the Licensed Software will be maintained by AMERITECH at AMERITECH's expense for a period of one (1) year from installation. 4. AMERITECH warrants that it is an authorized distributor for the sublicensed software and that with the execution of the Sublicense Agreement, THE CITY will have the right to use the sublicensed software needed for operation of the Software. The warranties specified above do not cover damage, defect malfunctions or failure caused by (1) failure by THE CITY to follow AMERITECH's and the manufacturer's installation, operation, or maintenance instructions or its failure to fulfill its obligations under this Agreement, (it) THE CITY's modification or relocation of the Database Server, (iii) THE CITY's abuse, misuse or negligent acts, (iv) power failures or surges, lightning, fire, flood, accident, actions of third parties and other events (including those described in Paragraph 14), outside AMERITECH's reasonable control, and (v) improper operating environment for the Database Server, including insufficient electrical and telecommunications connections. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES OF ANY TYPE WHETHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PLRPOSE. 5. PAYMENT SCHEDULE A Invoices shall be submitted to THE CITY at the address contained in the first paragraph of this Agreement B. Invoices shall be considered past due 30 days after the date shown thereon. Late invoices are subject to 1% % per month interest charge (18% per annum). C. Payment is due upon invoice for successful completion of contract milestones as shown below: CITY OF ROUND ROCK - PAGE -2 COIJPIDta.AL AND FROW ETARY Z005 07/08/99 THU 14:28 FAX 1 801 223 5226 ALS Systems Engineering Roos *MILESTONE % PAYMENT AMOUNT Contract Signing I5% 8,314.41 Delivery of Licensed Software Modules 65% 36,029.10 Completion of Data Load Test 10% 5,542.94 Completion of Module Functionality Tests** 10% 5,542.93 TOTAL 100 % 555,429.38 • Any applicable sales taxes will be added to your invoice. * * Must be completed or waived within 30 days of training. 6. TAXATION THE CITY shall identify to AMERITECH all sales and use taxes which it may be required to pay in the execution of this Agreement THE CITY agrees to indemnify AMERITECH for all taxes which AMERITECH may be required to collect and pay or have not been paid by THE CITY, together with any legal fees, penalties, interest and/or other charges which may be incurred by AMERITECH in relation to the assessment and payment of taxes in the evert THE CITY fails to identify all such taxes. If THE CITY is exempt from taxes, photocopies of applicable certificates demonstrating exemption shall be provided by THE CITY prior to the execution of this Agreement. 7. SOFTWARE LICENSE 4 GENERAL Subject to the terms and conditions hereinafter set forth, AMERITECH hereby grants to THE CITY a nontransferable, nonassignable, nonsublicenseable, nonexclusive and royalty -free license (the 'License ") to use the Licensed Software solely in the conduct of the business of THE CITY on the Database Server, Access Server, and Workstations for the number of users shown in Rider A. Licensed Software will be provided by AMERITECH to THE CITY pursuant to the terns of this Agreement, only in machine-readable object code. THE CITY acknowledges that by virtue of this License, THE CITY acquires only the right to use the original and permitted duplicate copy of the Licensed Software as described herein and does not acquire any rights of ownership in the Licensed Software which rights shall remain exclusively with AMERITECH. The term of License shall commence upon delivery of the first module of Licensed Software and shall remain in force as long as THE CITY is in compliance with all the provisions of the Agreement. B. RIGHT TO COPY No portion of the Licensed Software or any updates or enhancements to the Licensed Software may be duplicated by THE CITY except that THE CITY may make one copy of the machine - readable portion thereof for normal security backup purposes, provided that THE CITY properly reproduces on such copy all notices of AMERITECH's patent, copyright, trademark, and/or trade secret rights. CITY OF ROUND ROCK - PAGE-3 CONFIDEVIAL AND PROPRIETARY 07/08/99 THU 14:29 FAX 1 801 223 5228 ALS Systems Engineering C TITLE TO SOFTWARE AMERITECH retains ownership of all Licensed Software and related documentation. Within thirty (30) days from the date of THE CHTY's discontinuance of the use of any portion of the Licensed Software licensed hereunder, THE CITY shall finnish AMERITECH with written notice certifying that through its best efforts and to the best of its knowledge, all machine - readable code, user documentation or other related materials provided to THE CITY with such Licensed Software, including any copy thereof, whether in whole or in part' have been destroyed or returned as follows: I. All documents relating to such discontinued portion of the Licensed Software shall be returned to AMERITECH; and Z The originals and all copies of any machine - readable materials containing all or any portion of the discontinued Licensed Software shall be destroyed or purged so as to totally remove from such machine - readable materials all codes relating to the discontinued portion of the Licensed Software. D. MATERIALS DEVELOPED BY AMERITECH OR THE CITY THE CITY agrees that all training and procedural materials developed by AMERITECH in conjunction with the Licensed Software shall be the property of AMERITECH. THE CITY further agrees that additions and supplements to the Licensed Software which may be developed for THE CITY through the reimbursed or =reimbursed efforts of AMERITECH employees or agents shall be the exclusive property of AMERITECH. All software, training mad procedural materials developed by THE CITY acting without AMERITECH shall be the exclusive property of THE CITY. E PROPRIETARY RIGHTS AMERITECH retains for itself and THE CITY acknowledges that AMERITECH so retains, all proprietary rights in and to all designs, engineering details, and other software pertaining to the system, and any and all such systems. The Licensed Software shall be deemed to be the trade secrets of AMERITECH. THE CITY shall not reverse assemble, reverse compile or translate any portion of the Licensed Software. R PROTECTION OF PROPRIETARY INFORMATION THE CITY recognizes and agrees that all Licensed Software and updates of Licensed Software which are provided to THE CITY: 1. are considered by AMERITECH to be trade secrets of AMERITECH; 2. are tivnished by AMERITECH to THE CITY in confidence; and 3. contain proprietary and confidential information. AMERITECH's placement of a copyright notice on any portion of any Licensed Software or any update to such Licensed Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion is a trade secret or contains proprietary and confidential information of AMERITECH. THE CITY agrees to hold all such Licensed Software and updates and enhancements to the Licensed Software, in confidence at least to the extent that it protects its own similar confidential information and to take all reasonable precautions consistent with general accepted standards in the data processing industry to safeguard the confidentiality of such information. No portion of any update or enhancement to the C1TY OF ROUND ROCK - PAGE4 mvr+m>arrfAL AND ,ROpsa TARy IM 007 07/08/99 THU 14:30 FAX 1 801 223 5228 ALS Systems Engineering Licensed Software may be disclosed, furnished, transferred or otherwise made available by THE CITY to any person except to those of its employees who need to use such information in accordance with this Software License. THE CITY agrees to take appropriate action by instruction, agreement and otherwise with its employees to inform them of the trade secret, proprietary, and confidential nature of the Licensed Software and the updates and enhancements disclosed to THE CITY under this Agreement, and to obtain their pli with the terms hereof. The obligations of this paragraph will survive the termination of Agreement this G. ACCESS TO SOURCE CODE Copies of the Licensed Software in machine - readable source code along with necessary documentation for installing, maintaining or modifying the Licensed Software have been deposited with Data Securities International, Inc., of San Diego, California, under a Deposit Agreement. AMERITECH shall maintain in good force for the duration of this Agreement an Deposit Agreement and will not cancel or modify said Deposit Agreement without thirty days notice to THE CITY. As a registered licensee THE CITY shall be entitled to access the materials in escrow if it is covered at the time of request by software maintenance and according to the terms of the Deposit Agreement essential services cannot be made available to THE CITY by AMERITECH. The Software Users' Group is, for purposes of the Deposit Agreement, a registered licensee through which THE CITY, as a users' group member in good standing, shall be able to make request for the materials in escrow. By paying an annual fee to become a registered licensee, THE CITY becomes eligible to request escrow materials independently of the Software Users' Group under the conditions described in the Deposit Agreement 8. PATENT AND COPYRIGHT PROTECTION AMERITECH will: (1) assume the defense of any suit brought against THE CITY for infringement of any United States patent or copyright to the extent it is based upon the Licensed Software provided under this Agreement; (2) defray the expense of such defense; and (3) indemnify THE CITY against any monetary damages and/or costs in such suit; provided that: (1) AMERITECH is given sole and exclusive control of the defense of such suit and sole and exclusive control of negotiations relative to the settlement thereof; (2) the liability claimed shall have arisen solely because of AMERITECH's selection as to the design or composition of the Licensed Software, and that the Licensed Software is used by THE CITY in the form, state or condition as delivered by AMERITECH; (3) that THE CITY shall have substantially performed all of its obligations under this Agreement; and (4) that THE CITY provides AMERITECH with written notice of any claim with respect to which THE CITY asserts that AMERITECH assumes responsibility under this Article within 10 days of receipt of notice of such a claim by THE CITY. Should any Licensed Software which has not incurred any unauthorized modifications or combinations become, or m AMERITECH's opinion be likely to become, the subject of a claim of infringement, then THE CITY shall permit AMERITECH, at AMERITECH's option and expense, either to: (i) procure for THE CITY the right to continue using the Licensed Software, or (ii) replace or modify the Licensed Software so that it becomes non- infringing and functionally equivalent, or upon failure of (i) and (ii), despite the reasonable efforts of AMERITECH, (iii) buy back the Licensed Software at THE CITY'a net book value. THIS ARTICLE STATES THE ENTIRE LIABILITY OF AMERITECH FOR PATENT OR COPYRIGHT INFRINGEMENT BY THE LICENSED SOFTWARE OR ANY PORTIONS THEREOF. GTY OF ROUND ROCK - PAOE -S CONTIDENTAL .um PROMETAnY ® 006 07/08/08 THU 14:31 FAX 1 801 223 5226 ALS Systems Englneering 9. INDEMNIFICATION AND LIMITATION OF LIABILITY AMERITECH will assume the defense of, and indemnify and save harmless, THE CITY, its officers and employees from and against all damages and liability resulting directly from gross negligence or willful misconduct of AMERITECH in the performance of this Agreement. AMERITECH will effect the repair or replacement of the Licensed Software or correct the performance of its services in accordance with Section 4, and this will constitute its and its suppliers' sole liability for any failure or defects of such Software or services; AMERITECH's and its suppliers' liability on any claims for damages, losses or expenses arising out of this Agreement will be limited to direct damages and will not exceed the purchase price, except as provided in Section 10, the preceding paragraph, or for personal injury and damage to tangible personal property claims; NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER AMERITECH, ITS AFFILIATES, SUBSIDIARIES, PARENT CORPORATION, ANY OF ITS PARENT CORPORATION'S AFFILIATES OR SUBSIDIARIES, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR AMERITECH SUPPLIERS, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS NOR THEIR SUBSIDIARIES, SHALL BE LIABLE TO OR THROUGH THE CITY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS) SUSTAINED OR INCURRED IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORIC UNDER THIS AGREEMENT AND ANY AMENDMENTS THERETO, OR THE PROVISION, USE OR OPERATION OF THE SYSTEM OR SERVICES PROVIDED OR SOLD HEREUNDER, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE; THIS SECTION 9 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY. 10. INSURANCE During the performance of this Agreement, AMERITECH will maintain in full force and effect the following insurance coverage: A. WORKERSCOMPBASAT/ON Full Worker's Compensation in full compliance with applicable state statutes. B. GENERAL LI4BLUTY INSURANCE AMERITECH shall provide sufficiently broad coverage to include: General Liability Insurance Personal Injury Liability The amount of the policy shall be no less then $1,000,000 Single Limit per occurrence, issued by an insurer licensed to do business within the State of Texas. AMERITECH will have a certificate of insurance completed and filed with the director of THE CITY within thirty (30) days of the execution of this Agreement No cancellation, change in coverage, or CITY OF ROUND ROCK - PAGE-6 ooNnoENTIAL IO PROPRIETARY 009 07/08/99 THU 14:32 FAX 1 801 223 6226 ALS Systems Engineering expiration by the insurance company or the insured shall occur during the term of this contract, without thirty (30) days written notice to THE CITY prior to the effective date of such cancellation or change in coverage. 11. LIBRARY RESPONSIBILITIES THE CITY will, at its own expense, prepare the site or sites for installation of the Database Server, Workstations, and network it has acquired to run the AMERITECH Software. THE CITY will provide AMERITECH with adequate and timely support or information with regard to its administrative, operational and management procedures, and any data necessary to effectively complete installation or implementation of the system and other products. Once the installation has been completed, THE CITY will manage and operate the system and other products. 12. ASSIGNMENT No assignment of this Agreement or any right or interest herein by either party will be effective fatless the other party has given its written consent to such assignment. However, AMERITECH may assign this Agreement to an affiliate or subsidiary of AMERITECH or its parent corporation within Es corporate structure, including its affiliates, subsidiaries and parent corporation, or assign its rights to receive payments hereunder without THE CITY's consent 13. NO WAIVER No waiver of any breach of any term or condition of this Agreement shall be construed to waive any subsequent breach of the same or any other term or condition of this Agreement. 14. FORCE MAJEURE The parties will exercise every reasonable effort to meet their respective obligations hereunder but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, transportation problems and/or any other cause whatsoever beyond the reasonable control of the parties. 15. NOTICES All notices given hereunder will be sent registered, certified or overnight delivery, addressed to the other party at the addresses shown in the first pmngreph of this Agreement or such other address as either party may specify in writing. CITY OF ROUND ROCK - PAGE -7 CDNFU MIALAim MUMM ARY ® 01 07/08/99 TIN 14:33 FAX 1 801 223 5228 ALS Systems Engineering 16. SEVERABILITY limy provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 17. GOVERNING LAW This Agreement shall be governed by the laws of the State of Texas. 18. NONDISCRIMINATION Neither AMERITECH, nor any officer, agent, employee, servant or subcontractor of AMERITECH shall discriminate in the treatment or employment of an individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex or disability unrelated to job performance, either directly, indirectly or through contractual or other arrangements. 19. AGREEMENT EXTENSION AND MODIFICATION CLAUSE The Agreement may be modified or extended in accordance with the following procedures: In the event that all parties to the Agreement agree that such changes would be of a minor and nonmaterial nature, such changes may be effected by a written statement which describes the situation and is signed, prior to the effectiveness, by both parties. In the event that the changes are determined by either or both parties to the Agreement to be of a major or complex nature, then the change shall be by formal amendment of the Agreement signed by the parties and made a permanent part of the Agreement 20. RETURNS THE CITY may incur restocking fees and other like assessments if it changes the types and quantities of items purchased under this Agreement after the items have been ordered. 21. NON - COLLUSION COVENANT AMERITECH hereby represents and agrees that it has in no way entered into any contingent fee arrangement with any firm or person concerning the obtaining of this Agreement with THE CITY. AMERITECH has received from THE CITY no incentive or special payments, or considerations not related to the provision of automation systems and services described in this Agreement 22. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement CrrY OF ROUND ROCK • PAGEa CONFIDENTIAL AND PROPRIETARY Z011 07/08/90 THU 14:34 FAX 1 801 223 5228 ALS Systems Englneering 23. STATEMENT OF CONFIDENTIALITY The contents of this document are unpublished, proprietary and confidential and may not be copied, disclosed, or used, in whole or in part, without the express written permission of AMERITECH, except to the extent required by law and insofar as is reasonably necessary in order to review and evaluate the information contained herein. 24. ENTIRE AGREEMENT This Agreement, including the documents incorporated by reference, contains the entire understanding of the parties hereto and neither it nor the rights and obligations hereunder may be changed, modified or waived except by an instrument in writing signed by the parties hereto. 25. DUPLICATE ORIGINALS This Agreement may be executed in duplicate originals. Each duplicate signed by both AMERITECH and THE CITY shall be deemed an original copy of the Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement, which shall inure to the benefit of and be binding upon the successors of the respective parties, to be signed and entered as of the last date indicated below. AMERITECH LIBRARY SERVICES, INC. CITY OF ROUND ROCK Date: JuL y S CITY OF ROUND ROCK - PAGE -9 commmgNrua. ANDPAOPay7ARY lit 012 07/08/99 THU 14:35 FAX 1 801 223 5228 ALS Systems Enelneering 11013 SOFTWARE CORE SOFTWARE IMPLEMENTATION SERVICES RIDER A CONFIGURATION ii 28653 Unit Total Annual ate, Item Description Edo int. 1 CorePak License 26 -50 Seats Tier CorePak includes Cataloging, Circulation, PAC and WebPAC NOTE: CorePak includes training for all selected CorePak nodules 50 Per Seat License 26 -50 Seats Tier DATABASE SOFTWARI 1 Database Software (30% list) PERIPHERAUACCESS SOFTWARE 29,900.00 29,900.00 4,485.00 450.00 22,500.00 3,375.00 15,720.00 15,720.00 2,358.00 1 ReportSmith 3.0 395 395 0 1 ReportSmith Documentation 90 90 0 SUBTOTAL - Software 68,605.00 10,218.00 SERVICES DATA SERVICES DATA CONVERSION SERVICES 1 System Re- implementation Services 26-50 Seats Tier _ 10,000.00 10,000.00 2 Pre - installation and Database Design Planning Days 1,500 3,000 0 Profile and map system, determine indexes and MARC maps, decide collection and location codes, circulation privileges, borrower types and barcodes (to be held at Ameritech) on- site-visit/conference -call with project lead to layout project plan 1 WebPAC Staging Fee 2,000 2,000 0 Includes: Installation of default WebPAC templates and configuration files. C17Y CT ROUND ROCK - PAOE -R t CnM EMIALAND pap., rav 07/08/99 THU 14:36 FAX 1 801 223 5226 TRAINING SERVICES Training materials and tuition for up to 6 people is included in the CorePakSoftware Price Note: travel expenses are separate 1 Training - Travel Fee" "Estimate of expected travel casts SUBTOTAL - Services SYSTEM TOTAL ALS Systems Engineering 21014 Shipping: Discount: 3,000 3,000 0 18,000.00 86,605.00 10,218.00 8.38 - 31,184.00 GRAND TOTAL 55,429.38 10,218.00 Limitation Notes to Configuration All products in this configuration are subject to availability. AMERITECH reserves the right to substitute products with products of equal or greater value without notification. Product substitution may affect maintenance pricing. 2. Maintenance figures are based on annual prepayment Payment on other terms will affect maintenance pricing. Any changes to the configuration will affect the maintenance pricing. 3. Newly purchased software modules include a one year from installation warranty. 4. AMERITECH will not be responsible for any degradation of system performance caused by adding additional users without first consulting with AMERITECH. 5. AMERITECH will provide training for all graphical modules with the purchase of a Software CorePak cilY GF ROUND ROCK - PAGE -R -2 m.aaEAT W. AND PROPRIETARY 07/08/99 THU 14:37 FAX 1 801 223 5226 ALS Systems Engineering e015 RIDER B OPERATING SYSTEM LICENSE The following terms apply to the sublicense of Sybase Software. 1. Only a non - exclusive, nontransferable right to use the related software on a single computer system (designated by serial number or equivalent) is granted to THE CITY and no right to use other Embedded Run -Time Version of the Sybase Program is granted; 2. AMERITECH and/or its licensor retain all title to the Licensed Copy, and all copies thereof, and no title to the Licensed Copy, or any intellectual property therein, is transferred to THE CITY; 3. THE CITY may not copy the Licensed Copy, except for backup and archival purposes only, and the licensee shall include on all copies of the Licensed Copy all copyright and other proprietary notices or legends included on the Licensed Copy when it was shipped to THE CITY; 4. THE CITY agrees not to reverse assemble, decampile, or otherwise attempt to derive source code from the Licensed Copy, 5. THE CITY agrees to comply with all export and re-export restrictions and regulations ( "Export Restrictions ") imposed by the governments of the United States. THE CITY will not commit any act or omission which will result in a breach of any such Export Requirements; THE CITY agrees that it will comply in all respects with any governmental laws, orders or other restrictions on the export of the Program and the Licensed Copy (and related information and documentation) which may be imposed from time to time by the governments of the United States and Canada ( "Export Requirements "). THE CITY will take all actions which may be reasonably necessary to assure that it does not contravene the Export Requirements. Without limiting the foregoing, THE CITY agrees that unless prior authorisation is obtained from the U.S. Office of Export Administration, it will not export, re-export or transship, directly or indirectly, to country groups Q, S, W, Y, or Z (as defined in the Export Administration Regulations) or Afghanistan or the People's Republic of China (excluding Taiwan), or disclose to any national or resident thereof; any of the technical data or software disclosed or provided to THE CITY or the direct product of such technical data or data described on the Control List with a letter "A" following its Export termination of the Licensed Copy license agreement. 6. Although copyrighted, the Licensed Copy is unpublished and contains proprietary and confidential : nformation of AMERITECH and its licensor and is considered by AMERITECH and its licensor to constitute valuable trade secrets. THE CITY will hold the Licensed Copy in confidence and shall protect the Licensed Copy with at least the same degree of care with which THE CITY protects its own similar confidential information; 7. AMERITECH's licensors of software included in the Licensed Copy are direct and Intended third party beneficiaries of the license agreement and may enforce it directly against THE CITY; provided however, that none of such licensors shall be liable to THE CITY for any general, special, direct, indirect, consequential, incidental, or other damages arising out of or related to the Licensed Copy, and 8. Upon termination of the license for the Licensed Copy, THE CITY shall return to AMERITECH all copies of the Licensed Copy, or cettlfy to AMERITECH that the licensee has destroyed all such copies. CITY OF ROUND ROCK • PAGE•R.3 cocamm+cut.wow.wa¢es, v 07/08/99 TRU 14:38 FAX 1 801 223 5228 ALS Systems Engineering (5) RIDER C Schedule 1 DATA LOAD TEST PURPOSE: The purpose of the Date Load Test is to demonstrate and verify that 771E CITY's data files will be properly processed. TIMING: This test will be performed after all test records have been loaded and processed This test may overlap other test. PERFORMED BY: Round Rock Public Library staff in conjunction with AMERITECH staff. TEST METHODOLOGY: (1) The library and AMERITECH will jointly develop data load specifications. These specifications (the "Load Specifications ") shall be set forth in writing by the library. AMERITECH will assist the library in identifying inaccuracies or deficiencies in the Load Specifications as revealed by actual loading and will work with the library to revise the Load Specification es appropriate. Revisions made as the result of inaccuracies in the Load Specifications may result in delays In record processing and additional charges. (2) The library shall identify by control number (e.g. ISBN, LCCN, OCLC) and provide on floppy disk for direct input up to two thousand (2,000) bibliographic records and matching authority records if applicable, (the "Teat Set ") that shall be used to verify that processing will be done according to specifications. The library is responsible for selecting an accurate and representative Teat Set. The records must include an identifiable match point (e.g. control number, ISBN, LCCN, OCLC # etc.) AMERITECH shall develop and/or modify programs on the library's system to process the data files according to the Load Specifications. The library will then load the Test Set from tape via all AMERITECH documentation described methods. Thereafter, the library will execute all appropriate searching commands as described by current AMERITECH documentation. (4) The library shall have five (5) working days from the time AMERITECH delivers the processed record information for examination to review the Test Set and identify any discrepancies between the processed data and the Load Specifications. Notwithstanding the preceding, the library shall commtmicate with AMERITECH within two (2) working days of receiving the processed record information in order to discuss the progress of the library's review. Examples of discrepancies shall be clearly reported to AMERITECH. (3) AMERITECH will correct all reported problems as identified in (4) above. Steps 3-4 will be repeated until the Test Set is properly loaded according to the Load Specifications. CITY OF ROUND ROCK - PAGE -R-4 CONFIDENTIAL FIDENTIAL AND rIesR16'ART CJ 016 07/08/99 THU 14:39 FAX 1 801 223 5228 ALS Systems Engineering ® 017 (6) AMERITECH and THE CITY agree that AMERITECH shall not be responsible for fixing problems not identified by the Load Specifications nor for correcting erroneous records supplied to AMERITECH by THE CITY. ACCEPTANCE: The Data Load Test shall be successfully completed when the Test Set has been processed to meet the Load Specifications. If AMERTTECH receives no notice of load discrepancies within seven (7) working days of delivering the processed records information for examination, the test shall be deemed successful. Upon successful completion of the Data Load Test THE CITY shall pay the applicable Invoice. REMEDIES: In the event that AMERITECH is unable to successfully complete the test within 60 days of delivery of the first set of processed records to the Round Rock Public Library then THE CITY may, at its option: (1) stipulate time extension in which AMERITECH must complete the Data Load Test and withhold all payments associated with the test which are due or may become due until the test is passed; or declare AMERITECH in breach of contract and require AMERITECH to refund all monies paid to AMERITECH under this Agreement AMERITECH shall have the right, at its expense, to remove all Licensed Software and supplies provided under this Agreement. (2) These remedies shall be THE CTTY's exclusive remedies in the event AMERITECH is unable to pass the Data Load Test within sixty (60) days of delivery of the fast set of processed records to THE CITY. CITY OF ROUND ROCK - PAGE -R -5 CO POnc AL ANDPROPAIETARY 07/08/90 THU 14:40 FAX 1 801 223 5226 ALS Systems Engineering ® 018 PURPOSE: The purpose of the Module Functionality Test is to verify that the required functional capabilities of the Licensed Software purchased have been delivered. TIMING: RIDER C Schedule 2 MODULE FUNCTIONALITY TEST Testing will coincide with the installation of the various modules and shall be completed or waived within thirty (30) days of training. PERFORMED BY: Round Rock Public Library staff. TEST METHODOLOGY: (1) Library staff shall initial the functional checklist for features observed and operational. (2) Functions which do not operate properly shall be noted and reported in writing to AMERITECH. (3) THE CITY shall have thirty (30) days from the completion of training for a module to verify other functions which AMERITECH documentation indicates the Licensed Software will perform and submit any exceptions to AMERITECH in writing. (4) AMERITECH shall clarify and resolve all reported problems within thirty (30) days of receipt of report. Within seven (7) days of receipt of notice of resolution from AMERITECH, the library shall retest the function and confirm that the function has or has not been resolved. (5) AMERITECH and THE CITY agree that not all aspects of the software are reasonably testable in the time frame given (e.g. "two-year cumulative statistics') and that certain aspects (e.g. "user friendliness ") are subjective. Untestable features or aspects of the Licensed Software shall not prevent the Module Functionality Test from being accepted. . -- ACCEPTANCE: The Module Functionality Test for a given module will be successfully completed and THE CITY obligated to pay the applicable invoice when: (1) Each function of the appropriate functional checklist is operational, and (2) Each problem properly reported in the thirty (30) day test period has been resolved. In the event that AMERITECH receives no notice regarding non•fltnctioning items within thirty (30) days of completion of installation, then the Module Functionality Test will be deemed to have been successfully completed and CRY OF ROUND ROCK -PAGE-R-6 CONFIDENTIAL AND PR WRISrARY 07/08/08 111U 14:41 FAX 1 801 223 5228 ALS Systems Engineering 611010 THE CITY shall pay the appropriate invoice. The foregoing does not relieve AMERITECH of any obligation to make operational each function as per the warranties of Section 4 of this Agreement. The thirty (30) day period will only be extended due to reasons of force majaure. REMEDIES: In the event that AMERITECH is unable to provide software to pass the Module Functionality Test within ninety (90) days of commencing the test, THE CITY may, at its option: (1) (3) grant AMERITECH limiter time to resolve the problem and accept the test when resolutions are satisfactorily reached; or (2) accept the Licensed Software as is and upon negotiating satisfactory terms pay the appropriate invoices; or during the first twelve (12) months following installation, reject the Software and require AMERITECH to refund monies paid to AMERITECH to date by THE CITY. AMERITECH shall have the right to remove, at its expense, ail Licensed Software and supplies provided under this Agreement These remedies shall be THE CITY's exclusive remedies in the event AMERITECH is unable to pass any Module Functionality Test within ninety (90) days of commencing the test CrrY OF ROUND ROCK-PAGE-R.7 Co.'AIDmn1AL AND PROPRIETARY 07/08/99 THU 14:41 FAX 1 801 223 5226 Accepted by: 1.0 _ 1.1- operates in real -time interactive mode with capability to create, update, index, access, and delete any data for Library materials or patrons by both online and batch mode (batch mode from MARC import or export and borrower import). 1.2- permits the restriction of specified functions to specified workstations or specified passwords. 13- moves between functions without logging off or on. 1.4 - accommodates searches of materials held In other locations of THE CITY's system. _1.5- logs transactions for continuous backup. 1.6 Z39.50 Features _1.6.1 The Server makes the database available to other systems' Z39.50 client software using their own user interface. _1.6.2 The Client: accesses other Z39.50- compatible databases using the Horizon user interface. 2.0 Searching Caoabi ities (All modules) 2.1 General Features _2.1.1- provides information on item availability and status. 2.1.2- excerpts brief bibliographic information from full MARC records. _2.1.3- supports formats for material types (monographs, serials, microform, maps, manuscripts, documents, and non -print media). _2.1.4- insensitive to upper and lower case or punctuation variations. 2.2 Display Features 2.3 Assistance Features ALS Systems Engineering 020 HORIZON FUNCTIONAL DESCRIPTION Genera] Features (All modules) _2.2.1- offers Library a choice of display formats. _2.2.2- offers a choice of the amount of information displayed, such as brief or full records. _2.2.3- displays call number, current status, and location of individual copies. _22.4- provides a summary screen of truncated bibliographic entries for multiple hits. _2.2.5- permits browsing or paging screens backward or forward. _2.3.1- does not require derived or algorithmic search keys _2.32- provides prompt messages to guide searches by patens. 2.3.3 - allows re- Initiation of a search or correction of typing errors 2.3.4- provides "help" messages with instructions for continuing a search. 23.5- allows Library to modify "hints" and "example" messages without programmer intervention. 23.6- allows display of all previous search strings used at a PAC client since login for reactivation of a particular search process. CTIY OF ROt1ND ROCK - PAGE -R.8 CONPID@RW.MID NtOn rAlef 07/08/69 THU 14:42 FAX 1 801 223 5228 2.4 Structural Features ALS Systems Engineering 021 _ 2.4. 1 - Access points searches the bibliographic file by author, title, subjects, as minimum search elements. keyword searches by specifying multiple search terms as well as by single term. additional access points can be selected by THE CITY. 2.4.2- Authority control allows patron to browse both name and subject authority files. 2.4.3- Data Base Access features provides access from all workstations in the system, staff workstations as well as the public access workstations. permits Library system -wide inquiry with branch specific holdings information provided. 2.4.4 Boolean searching permits Boolean searching; i.e., linking search terms with AND, OR, NOT, and XOR operators. _2.4.5- Keyword searching searches selected indexes by keyword. allows right or left truncation of search terms. permits browsing of keyword terms. 3.0 Biblionrauhic/Item File and Maintenance (Catalog Maintenance) 3.1- accepts any MARC formatted machine-readable records via file loading or manual entry. _ 3.2- supports standard MARC formats (Book, map, music, etc.) 3.3- includes item (copy - level) information such as: a) unique book identifier (barcode) b) item call number c) material type d) brands location e) price f) collection _3.4- allows search/retrieval by the following: a) ISBN b) ISSN c) Library of Congress card number d) bibliographic utility control number e) author I) title g) series h) Dewey or Library of Congress call number i) added entries, personal and corporate -. j) unique item number k) subjects 3.5- allows editing of any portion of the record without re- editing the entire record. 3.6- allows editing of any field in the record without re-editing the entire record. _3.7- links all copies of the same edition of a title to the bibliographic record for that title. 3.8- displays volume-specific data for serials and sets in number or date order without repeating title - level bibliographic data. _3.9- provides automatic duplicate check to identify matching records already existing in the bibliographic database whenever bibliographic records are added by MARC import. Matching records are overlaid - non - matches create new records. 3.10- allows expansion or replacement of a brief bibliographic record. CITY OF ROUND ROCK - PAGE -R -9 CONFaxavrur AND TROPRm rARY 07/08/00 THU 14:43 FAX 1 801 223 5226 ALS Systems Engineering 4022 _3.11- allows merging of duplicate bib records with transfer of all holdings records attached. _3.12- when creating initial holdings record for each title, system can supply defaults for item circulation type, collection, and location. _3.13- system automatically computes statistical assignment for new items based on Library- defined collection and call number groupings. _3.14- when creating multiple copies, system allows copying from first copy to minimize operator entry. _3.15- loads MARC communications format records in background mode. 3.16- includes the capability for input and output of bibliographic records in MARC communications format, including all tags, subfields, and indicators. 3.17 The MARC import function: 3.17.1- loads MARC II communications format bibliographic records from a file to the database. _3.17.2- automatically reformats and stores the source record in the database without further operator intervention. _3.17.3- allows THE CITY to specify record "match point" definitions. Matching records overlay existing records. _3.17.4- allows updates of a bibliographic record end does not lose linking to Bay holdings records attached. 4.0 Authority Control (Catalog Maintenance) _4.1- provides on -line authority files for author, subject, and series. 4.2- links each occurrence of a heading in the authority file to each occurrence in the bibliographic file so that all occurrences of that heading may be modified with a single "global" change. 4.3- maintains a list of additions to the authority files. 4.4- maintains an on -line listing of all records in the authority files. 4.5- permits creation of appropriate "see" and "see also" cross - references. �4.6- allows creation of authority records from within the general bibliographic file maintenance program. 4.7- permits merging of authority records. 4.8- allows import, creation and storage of MARC authority records. 5.0 Checkout (Circulation) 5.1- associates a unique book barcode with a unique patron identifier and stores the charge transaction in the circulation file. 5.2- automatically calculates loan period and due date/time according to: a) patron type b) item type c) library service hours (hourly checkouts only) 5.3- displays due date time on the charge workstation screen. 5.4- requires only one entry of patron identifier per batch of items to be charged to that patron. 5.5- provides clear audible and/or visual signals that identification labels have been read and the information accepted. 5.6- provides clear audible and visual signals when charge transactions are blocked (permits override). Visual message states the reason charge is blocked. 5.7- allows manual input of book and patron barcode labels. 5.8 accommodates a variety of loan periods which can be changed without programmer intervention. CRY OF ROUND ROCK - PAGE -R• 10 OFWMO A,ANDPROPREfARY 07/08/99 T1l1 14:44 FAX 1 801 223 0229 ALS systems engineering _5.9- allows operator to input a non - standard due date/loan period by overriding the system- calculated due date. _5.10- checks patron status and signals operator of any exception condition including excessive number of books charged, excessive fines owed, manual blocks placed, or expired registration, and permits override. 5.11- checks book status for hold(s)and "non - circulating" privilege settings. 5.12- provides for electronic scanning of barcode labels on patron cards and Library materials. 6.0 Renewal (Circulation) _6.1- prior to renewal, checks the book for overdue status, calculates any fine, permits immediate payment. 6.2- calculates and displays a new due date/time when a charged item is renewed. 6.3- permits record display and renewal even if book andior patron are remote or book or patron barcode number is unknown. 6.4- checks patron record for exception conditions (i.e., unpaid fines). _6.5- blocks renewal if outstanding requests for item & permits override. 7.0 Checlin (Circulation) _7.1- disengages a book barcode number from a patron barcode number and removes the record from the circulation file. 7.2- provides a completely interactive online cbeckin function. _7.3- permits checkin by scanning barcode identification label. _7.4- permits manual input of book barcode label where label is defective or missing. 7.5- allows operator to change date of checkin (for delayed checkin of a group of materials). 7.6- checks the book record for hold or other status conditions; provides clear, audible and visual signals if these are found; and prompts appropriate processing. _7.7- systems -wide ability to trap holds during cbeckin regardless of where the hold request was placed. 7.8- allows for a specified grace period during which no fine is assessed by type of material _7.9- checks a book for overdue status, calculates any fine, displays the patron's account, and automatically increments the account. _7.10- prints a fine notice or other billing document on demand 8.0 Fines and Fees (Circulation) 8.1- calculates fines at the time of checkin or renewal according to book type, patron type, loan period, and date/time of checkin. 8.2- blocks charge and renewal transactions for patrons with a specified number or dollar amount of unpaid fines and fees. _ 8.3- calculates fines according to specified minimum and maximum dollar amounts. 8.4- prints a patron notice giving bibliographic data, fine and fee amounts, and a library- specified message including payment instructions. _ 8.5- permits an operator to record partial or full payment(s) received and keeps a record of individual items against which partial payments have been made. 8.6- allows operator to waive patron's unpaid fines, fees, or other charges. QTY OF ROUND ROCK - PAGER -I1 CO.,meNt1AL AND PROPRIETARY at 023 07/08/99 THU 14:45 FAX 1 801 223 5226 ALS Systems Engineering t 024 9.0 Notice Production (Circulation) _ 9.1- permits staff to determine from the patron's record what notices have been sent and what action is to be taken next, _ 9.2- prints notices with Library- specified messages. _ 9.3- suppresses overdue notices on items "claimed returned." 9.4- uses a patron address from patron record for each type of notice. 9.5- separates notices by branch location. _ 9.6- produces the following kinds of notices: overdue (reminder) notices — number based on Library parameters billing notices hold pickup/cancellation notices 10.0 Holds (C _ 10.1- places holds at the title level, or itern- specific level at staff workstations. _102- allows placement of hold on any title from any workstation, _10.3- checks for hold tags an an item record at time of checldn and notes an operator of hold with visual and auditory signals. 10.4 - prints hold notices for 'nailing. _10.5- checks the hold queue at the time of charge and permits block of charge to a paten not at head of queue. Permits override of block. _10.6 - allows operator to remove names from any position in the hold queue. _10.7- blocks renewal of books with hold tags, perms override. _10,8- calculates the hold shelf clearance date and can produce report of expired hold requests. _109- detects duplicate hold requests made for a title by the same patron. 11.0 Patron File (Circulation) 11.1- permits development of system -wide patron file with all appropriate fields, including but not restricted to: a) name b) barcode number c) address d) telephone number e) patron type t) expiration date of registration g) activity date of lest transaction h) patron statistical categories - -. ri) note field 112- permits Library- specified parameters for patron types, patron status, and stat categories. 11.3- permits entry of patron registration online. _11.4 - permits patrons to charge materials on their initial visit to THE CITY. _11.6- allows automatic or manual placement of blocks or restrictions on charging of materials. _11,7- permits override of patron blocks. _ 11.8- provides access to the patron file by name, by keyword name, by patron barcode number and by identification number. 11.10- allows assigning patron a new barcode number without losing delinquencies, charges, holds, etc. 11.11- able to renew card w ithout issuing a new barcode number or entering any information into patron record, CITY OF ROUND ROCK- PAGE -R -12 cowmanmAL AND ,RDramr ay 07/08/96 1'HU 14:46 FAX 1 801 223 5226 _11.12- is able to declare card lost or stolen. ALS Systems Engineering Lill 025 12.0 Acquisitions Software (Acquisitions) _12.1- allows the creation of order records from: manual entry existing bibliographic records purchase requests (desiderata) _12.2- integrates all firm order records with bibliographic master files. _12.3- permits handling of single titles, open -ended orders, gifts, deposit accounts. _ 12.4- allows creation of a vendor file with locally defined fields. _12.5- at order entry, incorporates bibliographic and holdings file update, fund allocation against multiple budgets if needed, and copy distribution. 12.6- allows items on order to have bolds placed on them from circulation and PAC accounts. _12.7- handles foreign currency conversions. 12.8- accepts and tracks partial receipts. _ 12.9- allows processing of invoices before or after receipt of materials. _ 12.10- allows invoicing at time of receipt _12.11- automatically adjusts funds appropriately as actual costs are received. _12.12- allows access to on -order materials by title, author, ISXN, vendor and PO number. _12.13- permits Library to establish desiderata file of items to be considered for order or designated not to order. _12.I4- produces on demand report of finds showing budget, amount encumbered, amount expended and free balance. _12.15- allows multi-year funding. 13.0 Serials Control _13.1- integrates serials bibliographic and holdings record into the main bibliographic master file. 13.2- linlcs'multiple copies with associated holdings to a single bibliographic record _13.3- allows search and display of serial/bibliographic records along with summary of holdings display as part of the online catalog. _ 13.4 - allows identification of serials for checkin by rite, ISSN, and other search methods. 13.5- allows checkin for multiple copies of an issue as a single checkin action. _13.6- allows checkin of regular issues, supplements, indexes, etc.: all accessed through a common serials record. _13.7- permits identification and checkin of special unpredicted or irregular issues. _13.8- allows library to define publication patterns so enumeration, chronology and checkin dates are predicted for expected issues. - _ 13.9- permits "predicted checkin" of funtre issues which arrive before the next expected issue. _ 13.10- allows free text notes to be attached to checkin records. _ 13.11- allows alteration of enumeration or chronology, if the issue received varies from the issue predicted. _13.12- allows operator to indicate various receipt statuses; will not be published, not available, and damaged receipt. _13.13- upon checkin, processing notes can indicate appropriate action for each individual copy. 13.14- prints spine labels and work slips as appropriate. 13.15- prompts for barcode entry if copy is to have barcodes for circulation. _13.16- allows detailed review of checkin information of past receipts by specific issue or copy, including current status and date status set. CITY OF ROUND ROCK - PAGE•R -13 t0NT.DE. rw. AND PICPR@TAA V 07/08/99 TEL 14:47 FAX 1 801 223 5226 ALS Systems Engineering 13.17 - indicates destination for materials (e.g., routing, current periodicals, reference, discard, etc.) _13.18- allows automatic or manual claiming far predicted issues that have not arrived. 13.19- allows manual claiming for irregular items. 13.20- allows establishment of routing lists and printing of routing slips at checkin. CITY OF ROUND ROCK - PAOE -R-14 CONETUNTIAL AND PRnn,ErARY 2) 026 07/08/99 THU 14:48 FAX 1 801 223 5226 1. State Sales Tax O % 2. Local Sales Tax 0 % 3. Other 0 % ALS Systems Engineering 21027 RIDER D TAXES A. THE CITY represents that it is exempt from the payment of taxes. Photocopies of applicable certificates shall be provided by THE CITY prior to the execution of this Agreement. The certificate numbers are listed below. Cerificate Numbers '7y- Go otr B. THE CITY represents that it is otherwise exempt from taxes as per , statute of the State of Texas. Photocopies of applicable statutes, or other reasonable verification, shall be provided by THE CITY prior to the execution of this Agreement ' C. THE CITY represents that it is subject to taxation only as listed below. Applicable taxes shall be added to the milestone amounts shown in this Agreement if taxation rates are amended by any taxation authority at any time during the teen of this agreement, AMERITECH shall pass the change on to THE CITY. CITY OF ROUND ROCK • PAOE -R15 CONTIDEN:UL AND PROPRIETARY 07/08/99 THU 14:49 FAX 1 801 223 5226 ALS Systems Engineering a028 Minimum Specifications Staff Workstation Pentium 100 MHz 64 MB RAM 1 GB Hard Disk Network Interface Card (Intel or 3Com) Approved Network Package/Protocol Windows 95 or Windows NT Color VGA Monitor Minimum Specifications PAC Client Workstation 486/66 32 MB RAM 100 MB Hard Disk Network Software Driver (Intel or 3Com) Approved Network Package/Protocol Windows 95 or Windows NT Color VGA Monitor RIDER E WORKSTATION REOUIREMENTS Recommended Specifications Staff Workstation Pentium 150 MHz 128MB RAM I GB Hard Disk Network Interface Card (Intel or 3Com) Approved Network Package/Protocol Windows NT Color VGA Monitor Recommended Specifications PAC Client Workstation 486/66 64 MB RAM 100 MB Hard Disk Network Software Driver (Intel or 3Com) Approved Network Package/Protocol Windows NT Color VGA Monitor NOTE: Configurations of the Database Server must be explicitly approved by AMERITECH, including the Network Protocol Package to be used AMERITECH support staff can advise THE CITY on specific client workstation configurations if requested. CITY OF ROUND ROCK- PAGE -R -16 CONrmer:1e AND PROPRIETARY .meritech Jury 13, 1999 Dale Ricklefs City of Round Rock 221 East Main Street Round Rock, Texas 78664 Dear Ms. Ricklefs: Enclosed please find two signed copies of the contract for your records. Sincerely, Ian Forrest Contract Negotiations Enclosure Library Services 400 Dynix Drive Provo, UT 846045650 Office 801/223 -5200 Fax 801/223 -5202 RESOLUTION NO. R- 99- 07- 08 -10B1 WHEREAS, the City has a need to upgrade the library system software from a text -based Unix system to a graphical -based Windows NT system, and WHEREAS, Ameritech Library Services has submitted a contract to provide said software, and WHEREAS, the City Council desires to enter into said contract with Ameritech Library Services, 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 a contract with Ameritech Library Services to upgrade the library system software from a text -based Unix system to a graphical -based Windows NT system, a copy of said contract being attached hereto and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 8th day of Jul ROc� A. STLUKA, , Mayor ST: City of Round Rock, Texas 41.1 E LAND, City Secretary K,\ WPDOCS \RESOLUTI \R90700B1.WPD /SCg . 071Q8/80 THU 14:24 FAX 1 801 223 5228 ALS Systems Engineering a002 LICENSE AGREEMENT BETWEEN AMERITECH LIBRARY SERVICES AND THE CITY OF ROUND ROCK copy . 07/08/99 THU 14:25 FAX 1 801 223 5226 ALS Systems Engineering el 003 Section_ TABLE OF CONTENTS Ent 1. FURNISHING OF SOFTWARE 2. CONTRACT DOCUMENTS 1 3. DEFINITION OF TERMS 1 4. WARRANTY 2 5. PAYMENT SCHEDULE 2 6. TAXATION 3 7. SOFTWARE LICENSE 3 8. PATENT AND COPYRIGHT PROTECTION 5 9. INDEMNIFICATION AND LIMITATION OF LIABILITY 6 10. INSURANCE 6 11. LIBRARY RESPONSIBILITIES 7 12. ASSIGNMENT 7 13. NO WAIVER 7 14. FORCE MAJEURE 7 15. NOTICES 7 16. SEVERABILITY g 17. GOVERNING LAW 8 18. NONDISCRIMINATION g 19, AGREEMENT EXTENSION AND MODIFICATION CLAUSE 8 20. RETURNS - 8 21. NON -COLLUSION COVENANT 8 22. HEADINGS NOT CONTROLLING g 23. STATEMENT OF CONFIDENTIALITY 9 24. ENTIRE AGREEMENT - 9 25. DUPLICATE ORIGINALS .. 9 RIDERS A. CONFIGURATION R -I B. OPERATING SYSTEM LICENSE R -3 C. TESTING PROCEDURES R-4 D. TAXES R -I5 E. WORKSTATION REQUIREMENTS R -16 . 07/08/00 THIU 14:26 FAX 1 801 223 5226 1. FURNISHLNG OF SOFTWARE 2. CONTRACT DOCUMENTS 3. DEFINITION OF TERMS ALS Systems Engineering 11)004 PURCHASE AGREEMENT This Agreement is made and entered into by and between Ameritech Library Services, Inc. (hereinafter referred to as "AMERITECH"), having s ofoes at 400 Dyoix Drive, Provo, Ulah 84604 and the City of Round Rock (hereinafter referred to as "THE CITY "), having its offices at 221 East Main, Round Rock, Texas 78664. The term "AMERITECH" shall also refer to the company its agents, and its subcontractors. RECITALS WHEREAS, THE CITY is currently licensed to use AMERITECH software in the Universe database environment and is desirous of changing to an SQL -based database environment; and WHEREAS, THE CITY desires to contract with AMERITECH to obtain the licenses to the Software and other services described herein to migrate to a SQL -based database environment, and AMERITECH desires to contract with THE CITY to provide said license to the Software and the services described herein; NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings contained herein, the parties hereto hereby agree as follows: Subject to the terms and conditions set forth herein, AMERITECH agrees to provide at locations specified by THE CITY. and THE CITY hereby agrees to purchase the goods and services described in Rider A. The contract documents are this Agreement, including the following Riders attached hereto: Rider A. Configuration Rider B. Operating system License Rider C. Testing Procedures Rider D. Taxes Rider E. Workstation Requirements Each of these documents is incorporated herein by this reference as if set forth in full, and shall constitute a part of this Agreement. The failure of this Agreement to include reference to any matter contained in any other contract document shall not be deemed to constitute a conflict. A. Licensed Software (or Software): Each Licensed Software product listed in Rider A under the subheading Core Software, including machine - readable object code (not source code) for such product, any user documentation For such product, and any other related materials which are furnished to THE CITY by AMERITECH for use in connection with such product. CITY OF ROUND ROCK - PAOE - CONFIDENTIAL ANaPROPRIETARY 07/08/09 THU 14:27 FAX 1 801 223 5226 ALS Systems Engineering Q005 B. Database Server: The computer acquired and operated by THE CITY to provide database management services in connection with the Licensed Software. C Access Server: The computer acquired and operated by THE CITY to provide web access and gateway services to the Database Server in connection with the Licensed Software. D. Workstation: An end user machine provided by THE CITY on which client software operates to access the Database Server and which meets or exceeds the specifications required for operation of the Licensed Software. 4. WARRANTY 1. AMERITECH warrants that AMERITECH has the right to license the Licensed Software and to sell the other products which are described in Rider A of this Agreement. 2. AMERITECH warrants that the Licensed Software delivered will comply with the functions defined by the user manuals. 3. AMERITECH warrants that the Licensed Software will be maintained by AMERITECH at AMERITECH's expense for a period of one (1) year from installation. 4. AMERITECH warrants that it is an authorized distributor for the sublicensed software and that with the execution of the Sublicense Agreement, THE CITY will have the right to use the sublicensed software needed for operation of the Software. The warranties specified above do not cover damage, defect, malfunctions or failure caused by: (i) failure by THE CITY to follow AMERITECH's and the manufacturer's installation, operation, or maintenance instructions or its failure to fiulfdl its obligations under this Agreement, (i) THE CITY's modification or relocation of the Database Server, (Iii) THE CITY's abuse, misuse or negligent acts, (iv) power failures or surges, lightning, fire, flood, accident, actions of third parties and other events (including those described in Paragraph 14), outside AMERITECH's reasonable control, and (v) improper operating environment for the Database Server, including insufficient electrical and telecommunications connections. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES OF ANY TYPE WHETHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5. PAYMENT SCHEDULE A Invoices shall be submitted to THE CITY at the address contained in the first paragraph of this Agreement 8. Invoices shall be considered past due 30 days after the date shown thereon. Late invoices are subject to 1'A% per month interest charge (18% per annum). C. Payment is due upon invoice for successful completion ofconwact milestones as shown below: CITY OF ROUND ROCK- PAGE -2 murmermu. Awn rnor:s vase 07/08/99 THU 14:28 FAX 1 801 223 5226 6. TAXATION 'MILESTONE % PAYMENT AMOUNT Contract Signing 15% 8,314.41 Delivery of Licensed Software Modules 65% 36,029.10 Completion of Data Load Test 10% 5,542.94 Completion of Module Functionality Tests'• 10% 5,542.93 TOTAL 100 % 555,429.38 ▪ Any applicable sales taxes will be added to your invoice. • Must be completed or waived within 30 days of training. THE CITY shall identify to AMERITECH all sales and use taxes which it may be required to pay in the execution of this Agreement. THE CITY agrees to indemnify AMERITECH for all taxes which AMERITECH may be required to collect and pay or have not been paid by THE CITY, together with any legal fees, penalties, interest and/or other charges which may be incurred by AMERITECH in relation to the assessment and payment of taxes in the event THE CITY fails to identify all such taxes. If THE CITY is exempt from taxes, photocopies of applicable certificates demonstrating exemption shall be provided by THE CITY prior to the execution of this Agreement. 7. SOFTWARE LICENSE A. GENERAL., Subject to the terms and conditions hereinafter set forth, AMERITECH hereby grants to THE CITY a nontransferable, nonassignable, nonsublicenseable, nonexclusive and royalty -free license (the "License ") to use the Licensed Software solely in the conduct of the business of THE CITY on the Database Server, Access Server, and Workstations for the number of users shown in Rider A. Licensed Software will be provided by AMERITECH to THE CITY pursuant to the tens of this Agreement, only es machine - readable object code. THE CITY acknowledges that by virtue of this License, THE CITY acquires only the right to use the original and permitted duplicate copy of the Licensed Software as described herein and does not acquire any rights of ownership in the Licensed Software which rights shall remain exclusively with AMERTTECH. The term of License shall commence upon delivery of the fast module of Licensed Software and shall remain in face as long as THE CITY is in compliance with all the provisions of the Agreement B. RIGHT TO COPY ALS Systems Engineering 2006 No portion of the Licensed Software or any updates or enhancements to the Licensed Software may be duplicated by THE CITY except that THE CITY may make one copy of the machine - readable portion thereof for normal security backup purposes, provided that THE CITY properly reproduces on such copy all notices of AMERITECH's patent, copyright, trademark, and/or trade secret rights. CITY OF ROUND ROCK. PAGE -3 DONMDENrLLL ANDpaDn IETARY 07/08/99 THU 14:29 FAX 1 801 223 5228 ALS Systems Engineering C. TITLE TO SOFTWARE AMERITECH retains ownership of all Licensed Software and rebated documentation. Within thirty (30) days from the date of THE CITY's discontinuance of the use of any portion of the Licensed Software licensed hereunder, THE CITY shall furnish AMERITECH with written notice certifying that through its best efforts and to the best of its knowledge, all machine-readable code, user documentation or other related materials provided to THE CITY with such Licensed Software, including any copy thereof, whether in whole or in part, have been destroyed or retuned as follows: 1. All documents relating to such discontinued portion of the Licensed Software shall be retuned to AMERITECH; and 2. The originals and all copies of any madtlne- readable materials containing all or any portion of the discontinued Licensed Software shall be destroyed or purged so as to totally remove from such machine- readable materials all codes relating to the discontinued portion of the Licensed Software. D. MATERIALS DEVELOPED BY AMERITECH OR THE CITY THE CITY agrees that all training and procedural materials developed by AMERITECH in conjunction with the Licensed Software shall be the property of AMERITECH. THE CITY further agrees that additions and supplements to the Licensed Software which may be developed for THE CITY through the reimbursed or unreimbursed efforts of AMERITECH employees or agents shall be the exclusive property of AMERITECH. All software, training and procedural materials developed by THE CITY acting without AMERITECH shall be the exclusive property of THE CITY. E PROPRIETARY RIGHTS AMERITECH retains for itselt and THE CITY aclmowledges that AMERITECH so retains, all proprietary rights in and to all designs, engineering details, and other software pertaining to the system, and any and all such systems. The Licensed Software shall be deemed to be the trade secrets of AMERITECH. THE CITY shall not reverse assemble, reverse compile or translate any portion of the Licensed Software. F PROTECTION OF PROPRIETARY INFORMATION THE CITY recognizes and agrees that all Licensed Software and updates of Licensed Software which are provided to THE CITY: /. are considered by AMERITECH to be trade secrets of AMERITECH; 2. are fhmished by AMERITECH to THE CITY in confidence; and 3. contain proprietary and confidential infonnation. AMERITECH's placement of a copyright notice on any portion of any Licensed Software or any update to such Licensed Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion is a trade secret or contains proprietary and confidential information of AMERITECH. THE CITY agrees to hold all such Licensed Software and updates and enhancements to the Licensed Software, in confidence at least to the extent that it protects its own similar confidential information and to take all reasonable precautions consistent with general accepted standards in the data processing industry to safeguard the confidentiality of such information. No portion of any update or enhancement to the QTY OF ROUND ROCK • PAG94 mNrmsrn nLwrarpaovnwrAnr q1007 07/08/99 THU 14:30 FAX 1 801 223 5226 Licensed Software may be disclosed, furnished, transferred or otherwise made available by THE CITY to any person except to those of its employees who need to use such information in accordance with this Software License, THE CITY agrees to take appropriate action by instruction, agreement and otherwise with its employees to inform them of the trade secret, proprietary, and confidential nature of the Licensed Software and the updates and enhancements disclosed to THE CITY under this Agreement, and to obtain their compliance with the terms hereof. The obligations of this paragraph will survive the termination of this Agreement. G. ACCESS TO SOURCE CODE Copies of the Licensed Software in machine-readable source code along with necessary documetthaion for installing, maintaining or modifying the Licensed Software have been deposited with Data Securities International, Inc., of San Diego, California, under a Deposit Agreement. AMERITECH shall maintain in good force for the duration of this Agreement an Deposit Agreement and will not cancel or modify said Deposit Agreement without thirty days notice to THE CITY. As a registered licensee THE CITY shall be entitled to access the materials in escrow if it is covered at the time of request by software maintenance and according to the terms of the Deposit Agreement essential services cannot be made available to THE CITY by AMERITECH. The Software Users' Group is, for purposes of the Deposit Agreement, e registered licensee through which THE CITY, as a users' group member in good standing, shall be able to make request for the materials in escrow. By paying an annual fee to become a registered licensee, THE CITY becomes eligible to request escrow materials independently of the Software Users' Group under the conditions described in the Deposit Agreement 8. PATENT AND COPYRIGHT PROTECTION ALS Systems Engineering (?1008 AMERITECH will: (1) assume the defense of any suit brought against THE CITY for infringement of any United States patent or copyright to the extent it is based upon the Licensed Software provided under this Agreement; (2) defray the expense of such defense; and (3) indemnify THE CITY against any monetary damages and/or costs in such suit; provided that: (1) AMERITECH is given sole and exclusive control of the defense of such suit and sole and exclusive control of negotiations relative to the settlement thereof; (2) the liability clammed shall have arisen solely because of AMERITECH's selection as to the design or composition of the Licensed Software, and that the Licensed Software is used by THE CITY in the form, state or condition as delivered by AMERITECH; (3) that THE CITY shall have substantially performed all of its obligations under this Agreement; and (4) that THE CITY provides AMERITECH with written notice of any claim with respect to which THE CITY asserts that AMERITECH assumes responsibility under this Article within 10 days of receipt of notice of such a claim by THE CITY. Should any Licensed Software which has not incurred any unauthorized modifications or combinations become, or in AMERITECH's opinion be likely to become, the subject of a claim of infringement, then THE CITY shall permit AMERITECH, at AMERITECH's option and expense, either to: (1) procure for THE CITY the right to continue using the Licensed Software, or (ii) replace or modify the Licensed Software so that it becomes non - infringing and functionally equivalent, or upon failure of (1) and (ii), despite the reasonable efforts of AMERITECH, (iii) buy back the Licensed Software at THE CITY'S net book value. THIS ARTICLE STATES THE ENTIRE LIABILITY OF AMERITECH FOR PATENT OR COPYRIGHT INFRINGEMENT BY THE LICENSED SOFTWARE OR ANY PORTIONS THEREOF. CITY OF ROUND ROCK - PAOE -5 cnrsmEKO.L Ase PROPRIETARY 07/08/99 THU 14:31 FAX 1 801 223 5226 ALS Systems Enslneerintt 9. INDEMNIFICATION AND LIMITATION OF LIABILITY AMERITECH will assume the defense of and indemnify and save harmless, THE CITY, its officers and employees from and against all damages and liability resulting directly from gross negligence or willful misconduct of AMERITECH in the performance of this Agreement. AMERITECH will effect the repair or replacement of the Licensed Software or correct the performance of its services in accordance with Section 4, and this will constitute its and its suppliers' sole liability for any failure or defects of such Software or services; AMERITECH'e and its suppliers' liability on any claims for damages, losses or expenses arising out of this Agreement will be limited to direct damages and will not exceed the purchase price, except as provided in Section 10, the preceding paragraph, or for personal injury and damage to tangible personal property claims; NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER A.MERITECH, ITS AFFILIATES, SUBSIDIARIES, PARENT CORPORATION, ANY OF ITS PARENT CORPORATION'S AFFILIATES OR SUBSIDIARIES, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR AMERITECH SUPPLIERS, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS NOR THEIR SUBSIDIARIES, SHALL BE LIABLE TO OR THROUGH THE CITY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BLT NOT LIMITED TO LOST PROFITS, LOST REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS) SUSTAINED OR INCURRED IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORK UNDER THIS AGREEMENT AND ANY AMENDMENTS THERETO, OR THE PROVISION, USE OR OPERATION OF THE SYSTEM OR SERVICES PROVIDED OR SOLD HEREUNDER, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE; THIS SECTION 9 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY. 10. INSURANCE During the performance of this Agreement, AMERITECH will maintain in full force and effect the following insurance coverage: A. WORKERS COMPENSATION Full Worker's Compensation in full compliance with applicable state statutes. B. GENERAL LL4BILITYINSURANCE AMERITECH shall provide sufficiently broad coverage to include: General Liability Insurance Personal Injury Liability The amount of the polity shall be no less than S1,000,00D Single Limit per occurrence, issued by an insurer licensed to do business within the State of Texas. AMERITECH will have a certificate of insurance completed and filed with the director of THE CITY within thirty (3D) days of the execution of this Agreement. No cancellation, change in coverage, or CITY OF ROOND ROCK - PAG&e cox ommu.um raoramrna' aeon 07/08/99 THU 14:32 FAX 1 801 223 5228 ALS Systems Engineering exp by the insurance company or the insured shall occur during the term of this contract, without thirty (30) days written notice to THE CITY prior to the effective date of such cancellation or change in coverage. 11. LIBRARY RESPONSIBILITIES THE CITY will, at its own expense, prepare the site or sites for installation of the Database Server, Workstations, and network it has acquired to run the AMERITECH Software. THE CITY will provide AMERITECH with adequate and timely support or information with regard to its administrative, operational and management procedures, and any data necessary to effectively complete installation or implementation of the system and other products. Once the installation has been completed, THE CITY will manage and operate the system and other products. 12. ASSIGNMENT No assignment of this Ageetent or any right or interest herein by either party will be effective unless the other party has given its written consent to such assignment. However. AMERITECH may assign this Agreement to an affiliate or subsidiary of AMERITECH or its parent corporation within its corporate structure, including its affiliates, subsidiaries and parent corporation, or assign its rights to receive payments hereunder without THE CITY's consent 13. NO WAIVER No waiver of any breach of any term or condition of this Agreement shall be construed to waive any subsequent breach of the same or any other term or condition of this Agreement. 14. FORCE MAJEURE The parties will exercise every reasonable effort to meet their respective obligations hereunder but shall not be liable for delays resulting from force majerre or other causes beyond their reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of God, acts of omission, fires, atrrkces, lockouts, national disasters, wars, riots, transportation problems and/or any other cause whatsoever beyond the reasonable control of the parties. 15. NOTICES All notices given hereunder will be sent registered, certified or overnight delivery, addressed to the other party at the addresses shown in the first paragraph of this Agreement or such other address as either patty may specify in writing. CITY OF ROUND ROCK - PAGE -7 CONFIDENTIAL AND PROPRIETARY 1aj 010 07/08/99 THU 14:33 FAX 1 801 223 5226 ALS Systems Engineering 16. SEVERABILITY If any provision of this Agreement shall be held to be invalid, illegal or =enforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 17. GOVERNING LAW This Agreement shall be govemed by the laws of the State of Texas. 18. NONDISCRIMINATION Neither AMERITECH, nor any officer, agent, employee, servant or subcontractor of AMERITECH shall discriminate in the treatment or employment of an individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex or disability unrelated to job performance, either directly, indirectly or through contractual or other arrangements. 19. AGREEMENT EXTENSION AND MODIFICATION CLAUSE The Agreement may be modified or extended in accordance with the following procedures: In the event that all parties to the Agreement agree that such changes would be of a minor and nonmaterial nature, such changes may be effected by a written statement which describes the situation and is signed, prior to the effectiveness, by both parties. In the event that the changes are determined by either or both parties to the Agreement to be of a major or complex nature, then the change shall be by formal amendment of the Agreement signed by the parties and made a permanent part of the Agreement. 20. RETURNS THE CITY may incur restocking fees and other like assessments if it changes the types and quantities of items purchased under this Agreement after the items have been ordered. 21. NON - COLLUSION COVENANT AMERITECH hereby represents and agrees that it has in no way entered into any contingent fee arrangement with any firm or person concerning the obtaining of this Agreement with THE CITY. AMERITECH has received from THE CITY no incentive or special payments, or considerations not related to the provision of automation systems and services described in this Agreement. 22. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. CITY OF ROUND ROCK. PAGE-8 CONFIDENTIAL AND PROMETART g) 011 07/08/99 THU 14:34 FAX 1 801 223 5228 23. STATEMENT OF CONFIDENTIALITY The contents of this document are unpublished, proprietary and confidential and may not be copied, disclosed, or used, in whole or in part, without the express written permission of AMERITECH, except to the extent required by law and insofar as is reasonably necessary in order to review and evaluate the information contained herein. 24. ENTIRE AGREEMENT This Agreement, including the documents incorporated by reference, contains the entire understanding of the parties hereto and neither it nor the rights and obligations hereunder may be changed, modified or waived except by an instrument in writing signed by the parties hereto. 25. DUPLICATE ORIGINALS This Agreement may be executed in duplicate originals. Each duplicate signed by both AMERITECH and THE CITY shall be deemed an original copy of the Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement, which shall inure to the benefit of and be binding upon the successors of the respective parties, to be signed and entered as of the last date indicated below. AMERITECH LIBRARY SERVICES, INC. ALS Systems Engineering a 012 CITY OF ROUND ROCK Tide: I i 11'7 y OR) (° �} � Date: i) U.L. y u� l l �7 "] CITY OF ROUND ROCK - FAGE -9 COM+mm,' W. AM PROPRETMY 07/08/88 THU 14:35 FAX 1 801 229 5226 Unit Total Annual Qty Item Description Price Price Sint. SOFTWARE CORE SOFTWARE 1 CorePak License 26 -50 Seats Tier CorePak includes Cataloging, Circulation, PAC and WebPAC NOTE: CarePak includes training for all selected CorePak modules 50 Per Seat License 26 -50 Seats Tier pATABASE SOFTWARE 1 Database Software (30% list) PERIPHERAL/ACCESS SOFTWARE IMPLEMENTATION SERVICES ALS Systems Engineering a013 RIDER A CONFIGURATION H 28653 29,900.00 29,900.00 4,485.00 450.00 22,500.00 3,375.00 15,720.00 15,720.00 2,358.00 1 ReportSmith 3.0 395 395 0 1 ReportSmith Documentation 90 90 0 SUBTOTAL - Software 68,605.00 10,218.00 SERVICES DATA SERVICES DATA CONVERSION SERVICES 1 System Re- implementation Services 26-50 Seats Tier _ 10,000.00 10,000.00 2 Pre - installation and Database Design Planning Days 1,500 3,000 0 Profile and map system, determine indexes and MARC maps, decide collection and location codes, circulation privileges, borrower types and barcodes (m be held at Ameritech) on- site- visit/conference -call with project lead to layout project plan 1 WebPAC Staging Fee 2,000 2,000 0 Includes: Installation of default WebPAC templates and configuration files. CRY OF ROUND ROCK - PAGE - R -t WNrmm,nas apo paommttmm 07/08/99 THU 14:36 FAX 1 801 223 5226 ALS Systems Engineering TRAINING SERVICES Training, materials and tuition for up to 6 people is included in the CorePak Software Price Note: travel expenses are separate 1 Training - Travel Fee* *Estimate of expected travel costs SUBTOTAL - Services SYSTEM TOTAL Shipping: Discount: 3,000 3,000 0 18,000.00 PAD 86,605.00 10,218.00 8.38 - 31,184.00 GRAND TOTAL 55,429.38 10,218.00 Limitation Notes to Configuration 1. All products in this configuration are subject to availability. AMERITECH reserves the right to substitute products with products of equal or greater value without notification. Product substitution may affect maintenance pricing. 2. Maintenance figures are based on annual prepayment. Payment on other terms will affect maintenance pricing. Any changes to the configuration will affect the maintenance pricing. 3. Newly purchased software modules include a one year from installation warranty. 4. AMERITECH will not be responsible for any degradation of system performance caused by adding additional users without first consulting with AMERITECH. 5. AMERITECH will provide training for all graphical modules with the purchase of a Software CorePak. CITY OF ROUND ROCK - PAGE -R -2 C 'wIoaNimAL AND PROPNmrARY f� 014 07/08/99 THU 14:37 FAX 1 801 223 5226 ALS Systems Engineering 21015 RIDER B OPERATING SYSTEM LICENSE The following terms apply to the sublicense of Sybase Software. 1. Only a non - exclusive, nontransferable right to use the related software on a single computer system (designated by serial number or equivalent) is granted to THE CITY and no right to use other Embedded Rum -Time Version of the Sybase Program is granted; 2. AMERITECH and/or its licensor retain all title to the Licensed Copy, and all copies thereof, and no title to the Licensed Copy, or any intellectual property therein, is transferred to THE CITY; 3. THE CITY may not copy the Licensed Copy, except for backup and archival purposes only, and the licensee shall include on all copies of the Licensed Copy all copyright and other proprietary notices or legends included on the Licensed Copy when it was shipped to THE CITY; 4. THE CITY agrees not to reverse assemble, decompile, or otherwise attempt to derive source code from the Licensed Copy; 5. THE CITY agrees to comply with all export and re- export restrictions Rod regulations ( "Export Restrictions ") imposed by the govertmtents of the United States. THE CITY will not commit any act or omission which will result in a breach of any such Export Requirements; THE CITY agrees that it will comply in all respects with any governmental laws, orders or other restrictions on the export of the Program and the Licensed Copy (and related information and documentation) which may be imposed from time to time by the governments of the United States and Canada ( "Export Requirements"). THE CITY will take all actions which may be reasonably necessary to assure that it does not contravene the Export Requirements. Without limiting the foregoing, THE CITY agrees that unless prior authorization is obtained from the U.S. Office of Export Administration, it will not export, re -export or transship, directly or indirectly, to cotmty groups Q, S, W, Y, or Z (as defined in the Expert Administration Regulations) or Afghanistan or the People's Republic of China (excluding Taiwan), or disclose to any national or resident thereof; any of the technical data or software disclosed or provided to THE CITY or the direct product of such technical data or date described on the Control List with a letter "A" fallowing its Export termination of the Licensed Copy license agreement 6. Although copyrighted, the Licensed Copy is unpublished and contains proprietary and confidential information of AMERITECH and its licensor and is considered by AMERITECH and its licensor to constitute valuable trade secrets. THE CITY will hold the Licensed Copy in confidence and shall protect the Licensed Capy with at least the same degree of care with which THE CITY protects its own similar confidential information; 7. AMERITECH's licensors of software included in the Licensed Copy are direct and intended third party beneficiaries of the license agreement and may enforce it directly against THE CITY; provided however, that none of such licensors shall be liable to THE CITY for any general, special, direct, indirect, consequential, incidental, or other damages arising out of or related to the Licensed Copy, and 8. Upon termination of the license for the Licensed Copy, THE CITY shall return to AMERITECH all copies of the Licensed Copy, or certify to AMERITECH that the licensee has destroyed all such copies. CITY OF ROUND ROCK - PAGER -3 WMICENII1 AMIPIOP mTA! 07/08/99 THU 14:38 FAX 1 801 223 5228 ALS Systems Engineering PURPOSE: RIDER C Schedule t DATA LOAD TEST The purpose of the Data Load Test is to demonstrate and verify that THE CITY's data files will be properly processed. TIMING: This test will be performed after all test records have been loaded and processed This test may overlap other tests. PERFORMED BY: Round Rock Public Library staff in conjunction with AMERITECH staff. TEST METHODOLOGY: (I) The library and AMERITECH will jointly develop data bad specifications. These specifications (the "Load Specifications ") shall be set forth in writing by the library. AMERITECH will assist the library in identifying inaccuracies or deficiencies in the Load Specifications as revealed by actual loading and will work with the library to revise the Load Specification as appropriate. Revisions made as the result of inaccuracies in the Load Specifications may result in delays in record processing and additional charges- ( The l shall identify by control number (e.g. ISBN, LCCN, OCLC) and provide on floppy disk for direct input up to two thousand (2,000) bibliographic records and matching authority records if applicable, (the "Test Set') that shall be used to verify that processing will be done according to specifications. The library is responsible for selecting an accurate and representative Test Set. The records must include an identifiable match point (e.g. control number, ISBN, LCCN, OCLC 4 etc.) (3) AMERITECH shall develop and/or modify programs on the library's system to process the data files according to the Load Specifications. The library will then load the Test Set from tape via all AMERITECH documentation described methods. Thereafter, the library will execute all appropriate searching commands as described by current AMERITECH documentation. (4) The library shall have five (5) working days from the time AMERITECH delivers the processed record infoimation for examination to review the Test Set and identify any discrepancies between the processed data and the Load Specifications. Notwithstanding the preceding, the library shall cornmumicate with AMERITECH within two (2) working days of receiving the processed record information in order to discuss the progress of the library's review. Examples of discrepancies shall be clearly reported to AMERITECH. (5) AMERITECH will correct all reported problems as identified in (4) above. Steps 3-4 will be repeated until the Test Set is properly loaded according to the Load Specifications. CITY OF ROUND ROCK . PAGE -R-0 CONFIDENTIAL AND paopaahrnar e016 016 07/08/09 THU 14:30 FAX 1 801 223 5228 • (6) AMERITECH and THE CITY agree that AMERITECH shall not be responsible for fixing problems not identified by the Load Specifications nor for correcting erroneous records supplied to AMERITECH by THE CITY. ACCEPTANCE: The Data Load Test shall be successfully completed when the Test Set has been processed to meet the Load Specifications. If AMERITECH receives no notice of load discrepancies within seven (7) working days of delivering the processed secords information for examination, the test shall be deemed suceessfisl. Upon successful completion of the Data Load Test THE CITY shall pay the applicable Invoice. REMEDIES: In the event that AMERITECH is unable to successfully complete the test within 60 days of delivery of the first set of processed records to the Round Rock Public Library then THE CITY may, at its option: (1) stipulate time extension in which AMERITECH must complete the Data Load Test and withhold all payments associated with the test which are due or may become due until the test is passed; or declare AMERITECH in breach of contract and require AMERITECH to refund all monies paid to AMERITECH under this Agreement. AMERITECH shall have the right, at its expense, to remove all Licensed Software and supplies provided under this Agreement. (2) ALS Systems Engineering 21017 These remedies shall be THE CITY's exclusive remedies in the event AMERITECH is unable to pass the Data Load Test within sixty (60) days of delivery of the fast set of processed records to THE CITY. CITY OF ROUND ROC K - PAGER -5 COIVIDETTAL As. nnDA TARP 07/08/99 THtI 14:40 FAX 1 801 223 5226 ALS Systems Engineering 21018 PURPOSE: The purpose of the Module Functionality Test is to verify that the required functional capabilities of the Licensed Software purchased have been delivered TIMING: Testing will coincide with the installation of the various modules and shall be completed or waived within thirty (30) days of training. PERFORMED BY: Round Rock Public Library staff. TEST METHODOLOGY: (1) (2) (3) (5) RIDER C Schedule ; MODULE FUNCTIONALITY TEST Library staff shall initial the functional checklist for features observed and operational. Functions which do not operate properly shall be noted and reported in writing to AMERITECH. THE CITY shall have thirty (30) days from the completion of training for a module to verify other functions which AMERITECH documentation indicates the Licensed Software will perform and submit any exceptions to AMERITECH in writing. (4) AMERITECH shall clarify and resolve all reported problems within thirty (30) days of receipt of report- Within seven (7) days of receipt of notice of resolution from AMERITECH, the library shall retest the function and confirm that the function has or has not been resolved. AMERITECH and THE CITY agree that not all aspects of the software are reasonably testable in the time frame given (e.g. "two-year cumulative statistics") and that certain aspects (e.g. "user friendliness ") are subjective. Untestable features or aspects of the Licensed Software shall not prevent the Module Functionality Test from being acxpted. - ACCEPTANCE: The Module Functionality Test for a given module will be successfully completed and THE CITY obligated to pay the applicable invoice when: (1) Each function of the appropriate functional checklist is operational, and (2) Each problem properly reported in the thirty (30) day test period has been resolved. In the event that AMERITECH receives no notice regarding non-functioning items within thirty (30) days of completion of installation, then the Module Functionality Test will be deemed to have been successfully completed and CITY OF ROUND ROCK - PAOE -R -6 CONFIDENTIAL AND PROM:MARY . 07/08/99 THU 14:41 VAX 1 801 020 0220 ALS SYetema Engineering (¢1 019 THE CITY shall pay the appropriate invoice. The foregoing does not relieve AMERITECH of any obligation to make operational each function as per the warranties of Section 4 of this Agreement. The thirty (30) day period will only be extended due to reasons of force majeure. REMEDIES: In the event that AMERITECH is unable to provide software to pass the Module Functionality Test within ninety (90) days of commencing the test, THE CITY may, at its option: (I) grant AMERITECH further time to resolve the problem and accept the test when resolutions are satisfactorily reached; or ( ( accept the Licensed Software as is and upon negotiating satisfactory terms pay the appropriate invoices; or during the first twelve (12) months following installation, reject the Software and require AMERITECH to refund monies paid to AMERITECH to data by THE CITY. AMERITECH shall have the right to remove, at its expense, all Licensed Software and supplies provided under this Agreement. These remedies shall be THE CITY's exclusive remedies in the event AMERITECH is unable to pass any Module Functionality Test within ninety (90) days of commencing the test. CITY OF ROUND ROCK . PAG&R. CW EMMALAISDntOA{@TARY 07/08/99 THU 14:41 FAX 1 801. 223 5226 Accepted by: 1.0 1.1- operates in real -time interactive mode with capability to create, update., index, access, and delete any data for Library materials or patrons by both online and batch mode (batch mode from MARC import or export and borrower import). I.2- permits the restriction of specified functions to specified workstations or specified passwords. 13- moves between functions without logging off or on. 1.4 - accommodates searches of materials held in other locations of THE CITY's system. _ 1.5- logs transactions for continuous backup. 1.6 23930 Features 1.6.1 The Server makes the database available to other systems' Z39.50 client software using their own user interface, 1.6.2 The Client: accesses other Z39.50-compatible databases using the Horizon user interface. 2.0 Searching Capabilities (All modules) 2.1 General Features _2.1.1- provides information on item availability and status. 2.1.2- excerpts brief bibliographic information from full MARC records. 2.1.3- supports formats for material types (monographs, serials, microforms, maps, manuscripts, documents, and non -print media). _2.1.4- insensitive to upper and lower case or punctuation variations. 2.2 Display Features ALS Systems Engineering lit 020 _2.2.1- offers Library a choice of display formats. _2.22- offers a choice of the amount of information displayed, such as brief or full records. _22.3- displays call number, current status, and location of individual copies. _22.4- provides a summary screen of truncated bibliographic entries for multiple hits. _2.2.5- permits browsing or paging screens backward or forward. 2.3 Assistance Features HORIZON FUNCTIONAL DESCRIPTION General Features (All modules) _2.3.1 - does not require derived or algorithmic search keys. 23.2- provides prompt messages to guide searches by patrons. _2.3.3- allows re- initiation of a search or correction of typing errors. _2.3.4- provides "help" messages with instructions for continuing a search. 2.3.5- allows Library to modify "hints" and "example" messages without programmer intervention 2.3.6- allows display of all previous search strings used at a PAC client since login for reactivation of a particular search process. CITY OF ROUND ROCK • PAGE -R-5 WNrmm,TIAL AND Ino.ssrAar 07/08/99 THU 14:42 FAX 1 801 223 5226 2.4 Structural Features 2.4.1- Access points searches the bibliographic file by author, title, subjects, as minimum search elements. keyword searches by specifying multiple search terms as well as by single term. additional access points can be selected by THE CITY. 2.4.2- Authority control allows patron to browse both name and subject authority files _2.4.3 - Data Base Access features • provides access from all workstations in the system, staff workstation as well as the public access workstations. • permits Library system -wide inquiry with branch specific holdings information provided. 2,4.4- Boolean searching permits Boolean searching; i.e., linking search terms with AND, OR, NOT, and XOR operators. 2.4.5- Keyword searching searches selected indexes by keyword. allows right or left truncation of search terms. permits browsing of keyword terms. 3.0 : ibiiokraphic/Item File and Maintenance (Catalog Maintenance) ALS Systems Engineering IJ021 3. l- accepts any MARC formatted machine - readable records via file loading or manual entry. _3.2- supports standard MARC formats (Book, map, music, etc) _3.3- includes item (copy - level) information such as: a) unique book identifier (barcode) b) item call number c) material type d) branch location e) price t) collection _3.4- allows search/retrieval by the following: a) ISBN b) ISSN c) Library of Congress card number d) bibliographic utility control number e) author I) title g) series h) Dewey or Library of Congress call number i) added entries, personal and corporate - j) unique item number k) subjects 3.5- allows editing of any portion of the record without re- editing the entire record. 3.6- allows editing of any field In the record without re- editing the entire record. 3.7- links all copies of the same edition of a title to the bibliographic record for that title. �3.8- displays volume - specific data for serials and sets in number or date order without repeating title - level bibliographic data. _3.9- provides automatic duplicate check to identify matching records already existing in the bibliographic database whenever bibliographic records are added by MARC import. Matching records are overlaid - non - matches cremate new records. _3.10- allows expansion or replacement of a brief bibliographic record. CI YOF ROUND ROCK- PAGE -RA CON}IDm.TIAL AND PROPRIETARY - 07/08/99 THU 14:43 FAX 1 801 223 5226 ALS Systems Engineering _3.11- allows merging of duplicate bib records with transfer of all holdings records attached. 3.12- when creating initial holdings record for each title, system can supply defaults for item circulation type, collection, and location. 3.13- system automatically computes statistical assignment for new items based on Library-defined collection and call number groupings. _3.14- when creating multiple copies, system allows copying from first copy to minimize operator entry. 3.15- loads MARC communications format records in background mode. _3.16- includes the capability for input and output of bibliographic records in MARC communications format, including all tags, subfields, and indicators. 3.17 The MARC import function: 3.17.1- loads MARC I1 communications format bibliographic records from a file to the database. 3.17.2- automatically reformats and stores the source record in the database without further operator intervention. _3.17.3- allows THE CITY to specify record "match point" definitions Matching records overlay existing records. 3.17.4- allows updates of a bibliographic record and does not lose linking to any holdings records attached. 4.0 Authority Control (Catalog Maintenance) 4.1- provides on -line authority files for author, subject, and series. 4.2- links each occurrence of a heading in the authority file to each occurrence in the bibliographic file so that all occurrences of that heading may be modified with a single "global" change. 4.3- maintains a list of additions to the authority files. _ 4.4- maintains an on -line listing of all records in the authority files. _4.5- permits creation of appropriate " see" and "see also" cross - references. 4.6- allows creation of authority records from within the general bibliographic file maintenance program. _4.7- permits merging of authority records. _4.8- allows import, creation and storage of MARC authority records. 5.0 Checkout (Circulation) 5.1- associates a unique book barcode with a unique patron identifier and stores the charge transaction in the circulation file. _5.2- automatically calculates loan period and due date/time according to: a) patron type b) item type c) library service hours (hourly checkouts only) 5.3- displays due date/time on the charge workstation screen. 5.4- requires only one entry of patron identifier per batch of items to be charged to that patron. _5.5- provides clear audible and/or visual signals that identification labels have been read and the information accepted. 5.6- provides clear audible and visual signals when charge transactions are blocked (permits override). Visual message states the reason charge is blocked. 5.7- allows manual input of book and patron barcode labels. 5.8- accommodates a variety of loan periods which can be changed without programmer intervention. CRY OF ROUND ROCK - PAGE -R -10 oornean Int. AND PROPnJeTARV id1022 . 07/09/96 '1HU 14:44 IAA 1 501 223 5226 ALS Systems Hngineering 5.9- allows operator to input a non - standard due date/loan period by overriding the system - calculated due date. 5.10- checks patron status and signals operator of any exception condition including excessive number of books charged, excessive fines owed, manual blocks placed, or expired registration, and permits override. 5.11- checks book status for hold(s) and "non - circulating" privilege settings. _5.12- provides for electronic scanning of barcode labels on patron cards and Library materials. 6.0 Renewal (Circulation) 6.1- prior to renewal, checks the book for overdue status, calculates any fine, permits immediate payment. _62- calculates and displays a new due date/time when a charged item is renewed. _6.3- permits record display and renewal even if book andlor patron are remote or book or patron barcode number is unknown. _6.4- checks patron record for exception conditions (i.e., unpaid fines). 6.5- blocks renewal if outstanding requests for item & permits override. 7.0 Checkm (Circulation) _7.1- disengages a book barcode number from a patron barcode number and removes the record from the circulation file. 7.2- provides a completely interactive online checkin function. _7.3- permits checkin by scanning barcode identification label. _7.4- permits mamal input of book barcode label where label is defective or missing. _7.5- allows operator to change date of checkin (for delayed checkin of a group of materials). 7.6- checks the book record for hold or other status conditions; provides clear, audible and visual signals if these are found; and prompts appropriate processing. _7.7- system -wide ability to trap holds during checkin regardless of where the hold request was placed. 7.8- allows for a specified grace period during which no fine is assessed by type of material. _7.9- checks a book for overdue status, calculates any fine, displays the patron's account, and automatically increments the account. 7.10- prints a fine notice or other billing document on demand 8.0 Fines and Fees (Circulation) _ 81- calculates fines at the time of checkin or renewal according to book type, patron type, loan period, and date/time of checkin. 8.2- blocks charge and renewal transactions for patrons with a specified number or dollar amount of unpaid fines and fees. _ 8.3- calculates fines according to specified minimum and maximum dollar amounts. 8.4- prints a patron notice giving bibliographic data, fine and fee amounts, and a library- specified message including payment instructions. _ 8.5- permits an operator to record partial or full payment(s) received and keeps a record of individual items against which partial payments have been made. 8.6- allows operator to waive patron's unpaid fates, fees, or other charges. CITY OF ROUND ROCK - PAGER -11 COMmmmAL AND mover@ run igi 020 • 07/08/98 THU 14:45 FAX 1 801 223 5226 9.0 Notice Production (Circulation) _ 9.1- permits staff to determine from the patron's record what notices have been sent and what action is to be taken next. _ 9.2- prints notices with Library- specified messages. _ 9.3- suppresses overdue notices on items "claimed returned" 9.4- uses a patron address from patron record for each type of notice. _ 9.5- separates notices by branch location. 9.6- produces the following kinds of notices: overdue (reminder) notices — number based on Library parameters - billing notices hold pickup /cancellation notices 10.0 }folds (Circulation) 10.1- places holds at the title level, or item- specific level at staff workstations. 10.2- allows placement of hold oa any tide from any workstation, _103- checks for hold tags on an item record at time of checldn and notifies an operator of hold with visual and auditory signals. _10.4- prints hold notices for mailing. _10.5- checks the hold queue at the time of charge and permits block of charge to a patron not at head of queue. Permits override of block. _10.6 - allows operator to remove names from any position in the hold queue. _10.7- blocks renewal of books with hold tags, permits override. _10.8- calculates the hold shelf clearance date and can produce report of expired hold requests. 10.9- detects duplicate hold requests made for a title by the same patron. 11.0 Patron File (Circulation) ALS Systems Engineering a 024 _ 11.1- permits development of system -wide patron file with all appropriate fields, including but not restricted to: a) name b) barcode number e) address d) telephone number e) patron type f) expiration date of registration g) activity date of last transaction h) patron statistical categories - i) tote field 11.2- permits Library- specified parameters for patron types, patron status, and stet categories. _113- permits entry of patron registration online. _11.4 - permits patrons to charge materials on their initial visit to THE CITY. _11.6- allows automatic or manual placement of blocks or restrictions on charging of materials. _11.7- permits override of patron blocks. _11.8- provides access to the patron file by name, by keyword name, by patron barcode number and by identification number. 11.10- allows assigning patron a new barcode number without losing delinquencies, charges, holds, etc. 11.11- able to renew card without issuing a new barcode number or entering any information into patron record. CITY OF ROUND ROCK- PAGEat -12 COMIDWML AND raOfAmr,aY - 07/08/99 1HU 19:96 PAX 1 801 223 5226 ALS Systems Engineering 1¢1025 _ 11.12- is able to declare card lost or stolen. 120 Acquisitions Software (Acquisitions) _12.1- allows the creation of order records from manual entry existing bibliographic records purchase requests (desiderata) 12.2- integrates all firm order records with bibliographic master files. _12.3- permits handling of single titles, open -ended orders, gifts, deposit accounts. 12.4- allows creation of a vendor file with locally defined fields. _12.5- at order entry, incorporates bibliographic and holdings fife update, fund allocation against multiple budgets if needed, and copy distribution. _12.6- allows items on order to have holds placed on them from circulation and PAC accounts. 12.7- handles foreign currency conversions. _12.8- accepts and tracks partial receipts. _12.9- allows processing of invoices before or after receipt of materials. _ 12.10- allows invoicing at time of receipt _12.11- automatically adjusts funds appropriately as actual costs are received. _12.12- allows access to on -order materials by title, author, ISXN, vendor and PO number. _12.13- permits Library to establish desiderata file of items to be considered for order or designated not to order. _12.14- produces on demand report of funds showing budget, amount encumbered, amount expended and free balance. 12.15- allows multiyear funding. 13.0 Serials Control _13.1- integrates serials bibliographic and holdings record into the main bibliographic master file. _13.2- links'multiple copies with associated holdings to a single bibliographic record. 13.3- allows search and display of serial/bibliographic records along with summary of holdings display as part of the online catalog. _ 13.4- allows identification of serials for checkin by title, ISSN, and other search methods. _13.5- allows checkin for multiple copies of an issue as a single checkin action. 13.6- allows checkin of regular issues, supplements, indexes, etc.; all accessed through a common serials record. _13.7- permits identification and checkin of special =predicted or irregular issues. _13.8- allows library to define publication patterns so enumeration, chronology and checkin dates are predicted for expected issues. -. _13.9- permits "predicted checkin" of future issues which arrive before the next expected issue. 13.10- allows free text notes to be attached to checkin records. 13.11- allows alteration of enumeration or chronology, if the issue received varies from the issue predicted. _13.12- allows operator to indicate various receipt statuses; will not be published, not available, and damaged receipt. _13.13- upon checkin, processing notes can indicate appropriate action for each individual copy. 13.14- prints spine labels and work slips as appropriate. 13.15- prompts for barcode entry if copy is to have barcodes for circulation. _13.16- allows detailed review of checkin information of past receipts by specific issue ur copy, including current status and date status set. CITY OF ROUND ROCK - PAGE -R -17 comme:tem. AwreowUZ'Axv 07/08/09 THU 14:47 FAX 1 801 223 5226 ALS Systems Engineering 13.17- indicates destination for materials (e.g., routing, current periodicals, reference, discard, etc.) 13.18- allows automatic or manual claiming for predicted issues that have not arrived. 13.19- allows manual claiming for irregular items. 13.20- allows establishment of routing lists and printing of routing slips at checkin. CITY OF ROUND ROCK - PAO6R.14 co omrgrIAL AVD nnn.rTARv 21026 • 07/88/99 THU 14:48 FAX 1 801 223 5228 ALS Systems Engineering m 027 1. State Sales Tax O % Local Sales Tax 0 % 3. Other G % RIDER D TAXES A. THE CITY represents that it is exempt from the payment of taxes. Photocopies of applicable certificates shall be provided by THE CITY prior to the execution of this Agreement. The certificate numbers are listed below. Cerifreste Numbers '7-l— Goo l-I 9 BS B. THE CITY represents that it is otherwise exempt from taxes as per statute of the State of Texas. Photocopies of applicable statutes, or other reasonable verification, shall be provided by THE CITY prior to the execution of this Agreement C. THE CITY represents that it is subject to taxation only es listed below. Applicable taxes shall be added to the milestone amounts shown in this Agreement If taxation rates are amended by any taxation authority at any time during the teen of this agreement, AMERITECH shall pass the change on to THE CITY. CITY OF ROUND ROCK - PAOE4t -15 CONFIDE T]AL AND PROPRIETARY 07/05./89 THU 14:49 FAX 1 801 223 5226 ALS Systems Engineering ® 028 Minimum Specifications Staff Workstation Pentium 100 MHz 64 MB RAM 1 GB Hard Disk Network interface Card (Intel or 3Com) Approved Network PaekageoProtocol Windows 95 or Windows NT Color VGA Monitor Minimum Specifications PAC Client Workstation 486/66 32 MB RAM 100 MB Hard Disk Network Software Driver (Intel or 3Com) Approved Network Package/Protocol Windows 95 or Windows NT Color VGA Monitor RIDER E WORKSTATION REQUIREMENTS Recommended Specifications Staff Workstation Pentium 150 MHz 128MB RAM 1 GB Hard Disk Network Interface Card (Intel or 3Com) Approved Network Package/Protocol Windows NT Color VGA Monitor Recommended Specifications PAC Client Workstation 486/66 64 MB RAM 100 MB Hard Disk Network Software Driver (Intel or 3Com) Approved Network Package/Protocol Windows NT Color VGA Monitor NOTE: Configurations of the Database Server must be explicitly approved by AMERITECH, including the Network Protocol Package to be used. AMERITECH support staff can advise THE CITY on specific client workstation configurations if requested. CITY OF ROUND ROCK - PAGE -R -l6 CO.NFmm ris. AND PROPRIETARY 0 DATE: July 2, 1999 SUBJECT: City Council Meeting — July 8, 1999 ITEM: 10.B.1. Consider a resolution authorizing the Mayor to execute a contract with Ameritech Library Services to provide a Library system software upgrade from the Dynix to Horizon product line. The Library is upgrading its system from a text -based Unix system to an NT based graphical system. This will bring the Library's system in line with the rest of the NT systems in the City, and also circumvent potential Y2K problems with the Library's 1994 IBM AIX system. Staff Resource Person: Dale Ricklefs, Library Director.