HomeMy WebLinkAboutOrdinance No. 02-1382 CITY OF THE COLONY, TEXAS
ORDINANCE NO. ~ -''''/~
AN ORDINANCE OF THE CITY OF THE COLONY, TEXAS,
AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT
WITH CRW ASSOCIATES FOR THE PURCHASE OF BUILDING
INSPECTIONS AND CODE ENFORCEMENT COMPUTER SOFTWARE;
ATTACHING THE APPROVED FORM OF CONTRACT AS EXHIBIT "A";
AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY,
TEXAS:
SECTION 1. That the City Manager of the City of The Colony, Texas is hereby authorized
to execute on behalf of the City a contract with CRW Associates for the purchase of Building
Inspections and Code Enforcement computer software. The approved form of contract is attached
hereto as Exhibit "A", and made a part hereof for such purposes.
SECTION 2. This Ordinance shall take effect immediately from and after its passage by the
City Council of the City of The Colony, Texas.
DULY PASSED AND APPROVED by the City Council of the City of The Colony, Texas
this 17th day of June, 2002.
APPROVED:
Bernetta Henville-Shannon, Mayor
Patti A. Hicks,~llllll~.City Secretary
APPROVED AS TO FORM:
Gor~5~el, City Allff/~me~y
AGREEMENT
FOR THE INSTALLATION AND USE OF
COMMUNITY DEVELOPMENT SOFTWARE AND SERVICES
This Agreement is entered into this / '-~ day of -~" t.c- c__ ,2002, by and between the City of The
Colony, TX, (hereinafter "CLIENT") and CRW Systems, Inc, (dba CRW ASSOCIATES, hereafter "CRW")
for the installation of permit, inspection, code compliance, and planning and zoning software, and other
services, as specifically provided herein (hereafter referred to as "the Project").
IN CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows:
A. SCOPE OF SERVICES / SCHEDULE OF WORK
A.1. PROJECT DESCRIPTION:
The Project is more specifically defined as follows: Installation of an automated permits and inspection
management software system.
A.2. COMMENCEMENT DATE / SCHEDULE OF WORK:
A.2.1. The commencement date of this Agreement shall be the date upon which CRW is in receipt of all of
the following: (a) a fully executed original of this Agreement, (b) written notice to proceed provided by
CLIENT. CRW shall not be obligated to perform any work pursuant to the Project, including labor or
materials, prior to the commencement date as defined herein.
A.2.2. A Schedule of Work, with itemized pricing of various items associated with the Project is attached
hereto as Exhibit A and incorporated herein by this reference. The time periods indicated are provided as a
general understanding of the estimated time period in which various Project items will be completed. It is not
intended to impose strict deadlines for completion of all or any part of the work.
B. DUTIES AND OBLIGATIONS OF CRW
B.1. SCOPE OF WORK:
B.I.1 After the commencement date, CRW shall perform the following services:
(1) Install Permit Tracking, Inspection Management, Code Compliance Management and
Planning and Zoning Management software.
(2) Provide data conversion of CLIENT'S existing data and incorporate data into TrakIt database.
(3) Provide hands-on, Administrator Training, as specifically provided herein.
(4) Provide on-site, hands-on, User Training, as specifically provided herein.
(5) Provide telephone technical support during Annual Maintenance period as provided herein.
B.1.2. CRW shall install software and provide all services in a good and workmanlike manner in accordance
with the Schedule of Work, subject to the terms and conditions as stated in the Agreement. Any additional
services must be evidenced by a written modification of this Agreement, or change request pursuant to Section
C of the Agreement. Services to be provided do not include hardware.
B.2. IMPLEMENTATION:
CRW shall perform implementation services including setup of fee formulas, valuation schedules, and
reports/forms. The number of fee items shall not exceed fifteen (15), the number of valuations shall not
exceed twenty (20), and the number of customized reports/forms shall not exceed three (3).
B.3. DATA CONVERSION:
CRW shall provide database conversion services necessary to convert the CLIENT's existing permit database
to CRW system format. To accomplish this conversion, the CLIENT will provide a copy of the existing
database in standard format (ASCII, dbase, Excel, or Access) within two (2) weeks of commencement date.
B.4. ADMINISTRATOR TRAINING:
CRW Associates shall provide three (3) days of training for System Administrators. Training will be
conducted at CRW offices for two (2) CLIENT staff members. It is the CLIENT's responsibility to provide
travel and lodging arrangements for the CLIENT staff members. CRW will provide equipment for this
training.
B.5. USER TRAINING:
CRW Associates will provide four (4) days of training for System Users, for Permit Trak, Code Trak, and
Project Trak software. Training will be conducted at CLIENT offices for up to eight (8) staff members. It is
assumed by CRW that the staff to be trained for the software will have a basic knowledge in the use of
personal computers and MS-Windows. It is the CLIENT's responsibility to provide adequate training facilities
for this training. CRW will provide equipment for this training.
B.6. MAINTENANCE AND SUPPORT:
Software maintenance and support will be provided as outlined in Exhibit B attached hereto and incorporated
herein for all purposes.
B.7. NOT RESPONSIBLE FOR DAMAGES DUE TO UNFORESEEN DELAYS:
CRW shall NOT be responsible for any damages resulting from (a) failure of CLIENT to furnish information
and access in accordance with paragraph C. 1; (b) failure of CLIENT to approve or disapprove of CRW's
work, (c) failure to cooperate as provided in paragraph C.2, and/or (d) strikes, lockouts, accidents, or acts of
GOD.
C. DUTIES AND RESPONSIBILITIES OF CLIENT:
C.1. INFORMATION TO BE PROVIDED BY CLIENT:
C.I.1. CLIENT will provide all information necessary for CRW to establish the permit software control files,
including but not limited to:
1. Current valuation and fee structures
2. Current Permit, Project and Violation Type designations and categories
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3. Historical data in standard electronic format (dBase, ACCESS, ASCII or EXCEL).
4. Examples of all current reports used by the CLIENT relating to permit management.
5. Any exceptions to the typical permit process, or any special permit processing requirements.
C.1.2. The CLIENT will provide CRW with access to CLIENT workstations and disk space for installation
of the software.
C.1.3. The CLIENT understands that the intended audience of the user training is computer users with a basic
knowledge of permit processing and MS Windows functions. The CLIENT understands that users without this
knowledge will not receive the full benefit of the training.
C.2. CLIENT COOPERATION:
C.2.1. The parties understand that timely completion of the Project is dependent in significant part upon the
timely cooperation of CLIENT in providing information to CRW necessary to complete the Project, including,
but not limited to: (a) Data obtained from CLIENT'S present system to be incorporated into the new CRW
system; and (b) information relative to desired permit forms to be incorporated into the CRW system.
C.2.2. CLIENT further understands that timely completion of the Project is dependant in significant part on
effective and timely communication between CRW and the CLIENT Representative and/or System
Administrator, as designated in this Agreement. The CLIENT agrees to provide available information within
two working days of a written request.
D. COMPENSATION
D.1. CRW COMPENSATION AND FEES:
CLIENT agrees to compensate CRW for professional services rendered products provided under this
Agreement for the total contract price of $ 61,000 (Sixty-One Thousand Dollars), which amount shall
include all labor, materials, products, taxes, insurance and all other costs associated with the Project, except
any specific optional items identified in Exhibit C "Summary of Project Fee." Contract price shall not include
the price of any hardware associated with the Project, which shall remain the responsibility of CLIENT. In
addition, this fee shall not include any changes to the work as may be requested by CLIENT and incorporated
into the Project pursuant to a written request by CLIENT as provided in section E of this Agreement.
D.2. TERMS OF COMPENSATION
CRW will submit invoices for work performed according to the payment schedule shown in Exhibit C
"Summary of Project Fee." CLIENT shall pay all invoices within thirty (30) days of receipt of the invoice.
Failure of CLIENT to pay invoices within forty-five (45) days of the date of receipt will subject CLIENT to a
late payment fee computed at a periodic rate of 1.0% per month of the amount past due, representing an annual
percentage rate of 12%, which late fee shall be applied to any unpaid balance.
The CLIENT shall notify CRW of any disputed invoices within fifteen (15) days of receipt of invoice. The
CLIENT shall pay all undisputed invoices within thirty (30) days of receipt. In the event CLIENT fails to pay
any invoice within forty-five (45) days of the date of receipt, and CRW has, in CLIENT'S discretion
satisfactorily performed its obligations under this Agreement as of the date of invoice, CRW shall have the
right, within its sole and exclusive discretion, to either suspend all further work on the Project until any
outstanding invoices have been paid, or terminate this Agreement upon written notice. Failure to exercise any
right provided by this paragraph shall not be deemed as a waiver of the late payment fee provided above, or a
waiver of any right to suspend or terminate the Agreement in the future due to failure of CLIENT to timely
pay CRW invoices.
E. CHANGES AND ADDITIONS TO THE WORK
E.1 REQUIREMENT OF WRITTEN CHANGE ORDERS:
CLIENT may request CRW to perform additional services not covered by the specific Scope of Work as set
forth in Exhibit A of this Agreement. Any such requests shall be submitted in writing, and shall be signed by
the CLIENT Representative, as identified in I1.1 of this Agreement, and an authorized representative of CRW.
Such signed requests shall include (a) a description of the additional services to be performed, and (b) the
agreed upon price for such services evidenced by the signatures of CLIENT and CRW. Any such requests
signed by the CLIENT Representative, or other authorized agent of CLIENT, and signed by an authorized
representative of CRW, shall be deemed authorized by CLIENT and shall bind CLIENT to its terms.
E.2. PAYMENT FOR ADDITIONAL WORK:
Any additional work approved as set forth in paragraph E. 1 and performed by CRW shall be added to the
contract price and billed in accordance with the "Summary of Project Fee" as outlined in Exhibit C of this
~greement. CRW will not commence any additional services for the CLIENT until written authorization has
been given by CLIENT and approved by CRW, as provided above.
F. INSURANCE
F.I. WORKERtS COMPENSATION INSURANCE:
CRW maintains, and will continue to maintain, Workers' Compensation and Employer's Liability Insurance of
a form and in an amount as required by state law.
F.2. GENERAL LIABILITY
CRW maintains, and will continue to maintain, Comprehensive General Bodily Injury and Property Damage
Liability, including Automobile (non-owned or hired), in the amount of One Million Dollars ($1,000,000),
combined single limits per occurrence and annual aggregate.
F.3. PROOF OF INSURANCE
Within thirty (30) days of CRW's execution of this Agreement, CRW shall deliver to CLIENT a Certificate of
Insurance for Items F. 1 and F.2 above as proof that said insurance will remain in full force throughout thc term
of this Agreement.
Within thirty (30) days of CRW's execution of this Agreement, CRW shall provide CLIENT written proof
that, CLIENT, its officers, representatives, agents, and employees agents, have been added as an additional
insured under CRW's General Liability Insurance. CRW will not modify or cancel its General Liability
Insurance without written notification and approval from thc CLIENT any failure to comply with this
provision shall result in a default of this Agreement by CRW, entitling CLIENT to terminate this Agreement
with out further notice to CRW.
G. TERMINATION
G. 1. TERMINATION OF AGREEMENT
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G.I.1. This Agreement may be terminated by CLIENT at any time, with or without cause, upon written
notice to CRW. Notwithstanding the date of such notice, termination shall be effective as set forth in the
notice provision contained in paragraph J.9 herein. In the event of termination by CLIENT, CLIENT shall pay
CRW for all services and materials satisfactorily provided to CLIENT pursuant to this Agreement up to and
including the date of receipt by CRW of notice of termination. In addition, CLIENT shall remain liable to
CRW for any and all expenses directly attributable to such termination, including, but not limited to, any
cancellation charges, or other fees, charged by subcontractors and/or consultants retained by CRW to perform
work on the Project; provided, however, CLIENT shall not be liable for said services, materials and expenses
if CRW is in breach of the Agreement.
Id. OWNERSIdIP OF DOCUMENTS
H.1. OWNERSHIP OF DOCUMENTS
H.I.1. All plans, specifications, reports, and other design documents prepared by CRW pursuant to this
Agreement shall become the sole property of CLIENT after completion of the Project.
H.1.2. All source code for computer programs or modifications to programs, which are produced pursuant to
this Agreement shall be deemed, and remain, the intellectual property of CRW and are protected under the
copyright, patent, or other laws, of the United States as well as other jurisdictions where such programs are
being used.
H.1.3 Upon payment in full as provided in this Agreement, the CLIENT shall have a perpetual license to use
the software.
H.2. SOURCE CODE ESCROW
H.2.1. CRW shall &posit into a software escrow account, as described below, a copy of the latest source
code for the software being installed by CRW pursuant to this Agreement.
H.2.2. The escrow account will be at any bank or legal office chosen by CRW. CRW will deliver the source
code on floppy diskette to the bank or legal office for escrow, and CRW will provide updated source code to
the bank or legal office semi-annually (or as long as the CLIENT maintains technical support). CRW will
provide to client name and location and account number of software escrow.
H.2.3. CRW will pay the entire cost of this source code escrow account.
H.2.4. In the event that CRW ceases to do business or ceases to offer or provide support for the software it
has provided to CLIENT pursuant to this Agreement, CLIENT will have the immediate right to access and use
the source code and CRW shall take all necessary action to ensure, client's access and use.
I. COMMUNICATION THROUGH CLIENT / CRW DESIGNATED
REPRESENTATIVES:
All communication relating to project status shall be exchanged between a designated representative of the
CLIENT and a designated representative of CRW as identified below.
L1. DESIGNATED CONTRACT REPRESENTATIVES:
I.l.1. The designated representative of CLIENT and CRW Associates is as follows:
CLIENT CRW
Harry Persaud
Director, Development Services Christopher R. Wuerz
President, CRW Systems, Inc.,
City of The Colony
6800 Main Street d.b.a. CRW Associates
The Colony, TX 75056 16980 Via Tazon, Suite 320
[Phone] (972) 625-1756 San Diego, CA 92127
Phone: (858) 451-3030 ext 11
[Facsimile](972) 624-2273
Facsimile: (858) 451-3870
[Email] hpersaud~ci.the-colony.tx.us
Email: chris~crwassoc.com
1.1.2. If the designated representative or address of either party changes during the term of this Agreement, a
written notice shall be given to the other party in accordance with paragraph J.9 herein prior to the effective
date of change.
1.2 DESIGNATED SYSTEM ADMINISTRATOR:
1.2.1. The CLIENT Representative shall identify and designate a System Administrator. All communication
related to day-to-day operations of the system, including system maintenance, systems problems and/or
troubleshooting, shall be made to CRW only through either the designated representative of CLIENT as
identified in I. 1.1. above, or the System Administrator as identified below.
1.2.2. The System Administrator shall participate in all training sessions conducted by CRW as required by
this Agreement, and shall become fully knowledgeable and competent to use all aspects of the system
software. (It is highly recommended that the designated System Administrator be someone with experience
and competence with personal computers.)
1.2.2. The System Administrator for CLIENT is designated as follows:
Linda Camerlin (lcamerlin~ci.the-colony.tx.us)
1.3 ONE CLIENT REPRESENTATIVE AND ONE SYSTEM ADMINISTRATOR:
There shall be only one designated CLIENT representative and one System Administrator at any one time.
However, CLIENT may at any time designate a new representative or system administrator upon written
notice to CRW as provided in paragraph J.9 herein.
J. MISCELLANEOUS GENERAL PROVISIONS
J. 1. LICENSES
CRW shall maintain all business licenses as may be required by law.
J.2. STATUS OF CRW AS CONSULTANT
Throughout the term of this Agreement, CRW, its employees, representative, officers, directors,
subcontractors, consultants, and agents shall be considered as an independent contractor(s). Nothing in this
Agreement shall be interpreted to imply an employee-employer relationship between CLIENT and CRW.
J.3. MEDIATION OF DISPUTES
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Both CRW and CLIENT agree to participate in good faith in non-binding mediation of any dispute or claim,
which remains unresolved after informal discussions. Both CRW and CLIENT shall negotiate in good faith to
select a qualified mediator.
J.4. APPLICABLE LAW
This Agreement, its interpretation and all work performed hereunder shall be governed by the laws of the State
of Texas and venue shall lie exclusively in Denton County, Texas.
J.5. BINDING ON SUCCESSORS
All the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal representatives, to the extent applicable by law
J.6. DUE AUTHORITY
The individuals executing this Agreement on behalf of the respective parties below represent to each other and
to others that all appropriate and necessary action has been taken to authorize the individual who is executing
this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no
other parties or entities required to execute this Agreement in order for the same to be an authorized and
binding agreement on the party for whom the individual is signing this Agreement and that each individual
affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the
date hereof.
J.7. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement between CRW and CLIENT. Any prior
agreements, promises, proposals, negotiations or representations--oral or written--not expressly set forth
herein shall be of no force or effect. This Agreement may be modified or amended only by written agreement
signed by both CRW and the CLIENT.
J.9. Notice
Any notice, payment, statement demand or correspondence and/or other communication required or permitted
to be given hereunder by either party to the other must be in writing and may be served by depositing same in
the United States Mail, addressed to the party to be notified, postage pre-paid. Notwithstanding the above, any
notice addressing issues related to termination of contract or failure to make timely payments shall be made by
registered or certified mail with return receipt requested, or by delivering the same in person to such party via
a hand-delivery service, Federal Express or any courier service that provides a return receipt showing the date
of actual delivery of the same to the addressee thereof. Notice given in accordance herewith shall be effective
upon receipt at the address of the addressee. For the purpose of notification, the addresses of the parties shall
be as follows:
If intended for CLIENT, to · Harry Persaud
Director, Development Services
6800 Main Street
The Colony, TX 75056
If intended for CRW, to Christopher R. Wuerz
President, CRW Systems, Inc., d.b.a. CRW Associates
16980 Via Tazon, Suite 320
San Diego, CA 92127
J. 10 Assignment
This Agreement may not be assigned without the prior written consent of the other party.
J.11 Counterparts
This Agreement may be executed in a number of identical counterparts, each of which shall be deemed as an
original for all purposes.
J.12 Severability
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
provision had never been contained herein.
J.13 Immunity
The parties agree that CLIENT has not waived its sovereign immunity by entering into and performing its
obligations under this Agreement.
For the City of The Colony, Texas For CRW Systems, Inc.
Dated: '~k~ ~..~_ (~) ~ Dated:
By:Dale ~j~Cheatham(-ff''~'~''~''' BY: Christopher ~.Wuerz /
City Manager, City of The Colony CRW Systems, Inc.
dba CRW Associates
APPROVED AS TO FORM
.o~/d/on Hikel ~' - v - ,
Attorney
EXHIBIT "A"
SCHEDULE OF WORK
Task Item: Projected Target
Date
1. Contract Execution July 1, 2002
2. Initial software delivery. Upon CLIENT approval of contract and signature of all documents
by CRW and CLIENT, CRW delivers standard version of proposed Licensed Software Product Within two (2) weeks of
on CD computer media. CRW begins to modify software product to meet contract commitments contract execution
and customize screen displays and reports to meet CLIENT requirements.
3. Project kick-off meeting. CRW reviews project timetable and training schedule with CLIENT Within three (3) weeks
Computer Services and Community Development Dept. personnel. CRW adjusts schedule as of contract execution
required. CRW installs standard software with demonstration database for initial testing by
CLIENT. CLIENT provides copy of existing data to CRW for preliminary conversion.
4. System Administrator Training. CRW trains up to three (3) CLIENT staff. July 2002
5. Data Delivery. CRW delivers initial data conversion in TrakIt database format. CRW delivers August 2002
initial configuration of system based on system requirements provided by CLIENT
6. System Acceptance testing begins. Client begins System Acceptance Testing. August 1, 2002
7. System Acceptance testing ends. CLIENT completes Acceptance Testing, and certifies September 1, 2002
Permit and Inspection System delivered as specified and proposed.
8. User Training. CRW trains end users (front counter staff, inspectors, planning staff) September 2002
Dates to be determined
9. Final Data Conversion and System Deployment. CRW provides final data conversion using October 1, 2002
information provided by CLIENT. CLIENT begins using TrakIt software for Permit issuance,
Inspection Tracking, and Planning.
Target dates on this schedule are intended to reflect projected completion dates for the respective milestone, not
contractual date deadlines.
EXHIBIT "B"
SOFTWARE MAINTENANCE~ UPDATE AND PROBLEM RESOLUTION
CRW will provide:
1. Telephone Support.
CRW provides toll-free access for technical support via telephone. 1-888-279-2043
2. Response to written problem reports:
For lower priority issues and questions, CRW provide a fax-in, e-mail or mail-in problem report. CRW
encourage the CLIENT to submit these reports at any time. CRW's policy is to acknowledge receipt of
all reports within two (2) days with a telephone call to the client, and to provide a resolution to the
problem within ten (10) days of any report.
3. Monthly telephone follow-up call from CRW.
CRW will contact the CLIENT by phone at least once per month to check up on system performance,
unanswered questions, etc. This monthly contact will be at no additional charge to the CLIENT.
4. All software upgrades, modifications
CRW will provide the CLIENT with all software upgrades and modifications. These new versions
will be transferred to the client via diskette (if requested; limited to one update per month) or via
modem through the Internet (unlimited number of updates). It is anticipated that at least one (!)
software upgrade per month will be provided.
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EXHIBIT "C"
SUMMARY OF PROJECT FEE
COST SUMMARY
Item 1 Traklt software - 10 concurrent user license $ 25,000
Item 2 Data Conversion $ 6,000
Item 3 Implementation and Project Management $14,000
Item 4 System Administrator and End User Training $11,000
Based on four days of on-site training.
Based on System Admin training at CRW offices (July 23-25, 2002)
Item 5 Technical Support No Charge through Sept 2003.
Item 6 Travel costs $ 5,000
GRAND TOTAL $ 61,000
Optional Items:
Item 1 Field-Ready Laptop Interface $ 5,000
Item 2 eTraklt Web modules $ 7,500
Online permit status checking
Online inspection requesting
Online permit application processing
(web-hosted by City)
Item 3 IVR Interface $ 5,000
The City, at its sole discretion, may select or decline each of the above optional items individually prior to Dec. 1, 2002.
The completion time for optional items will be mutually agreed upon by CRW and CLIENT at time of selection by CLIENT
of any of the above optional items.
Annual Maintenance and Technical Support:
Following the twelve (12) month period of no-charge technical support, the City may select Annual
Maintenance and Technical Support services, according to the following fee schedule:
First year (Oct 2003 - Sept 2004: $ 6,000
Second Year (Oct 2004- Sept 2005): $ 6,000
Third Year (Oct 2005 - Sept 2006): $ 7,500
Fourth Year (Oct 2006 - Sept 2007: $ 7,500
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PAYMENT SCHEDULE
Percentage Amount Due Upon
30% $ 18,300.00 Upon Initial Software Delivery.
(Exhibit A, Task Item 2)
30% $ 18,300.00 Upon Data Delivery
(Exhibit A, Task Item 5)
30% $ 18,300.00 Upon completion of System Acceptance
(Exhibit A, Task Item 7)
(See Exhibit "E")
10% $ 6,100.00 30 days following completion of System Acceptance
Total: $ 61,000.00
Payment for additional work, including Optional items listed above, shall be paid as
50% upon authorization of notice to proceed with additional work.
50% upon completion of additional work.
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EXHIBIT "D"
SOFTWARE LICENSE AGREEMENT
This License Agreement for the use of "Communi*,, Develo-m^-' ° ..........
. ~ ~.z p writ ~9~[~/are I.~mtware)
marl{eted by CRW is granted to CLIENT by CRW as of this date 7/~f~'O°' Z . developed and
SUMMARY OF LICENSE TERMS
1. Software is marketed by CRW under the title of "Trak It".
2. Software provided to the CLIENT under this License allows the CLIENT the use, not own, the software.
3. Software is provided to the CLIENT as a multi-user, concurrent access license. The designated number of
concurrent users for this license is ten (10). CLIENT is permitted to install Software on any and all
workstations owned or controlled by the CLIENT. Software will allow a designated number of concurrent
users to access the databases maintained by Software. Users attempting to access the system databases with
Software after the designated number of concurrent users is logged on will be prohibited from logging on.
4. This software license shall not be sub-licensed, re-sold, assigned, transferred or otherwise distributed by the
CLIENT to any other person, company or organization without the written authorization of CRW.
5. This Software, including any and all modifications, upgrades and bug fixes, is protected by the copyright
laws of the United States and international copyright treaties. Unauthorized copying of the Software,
including software that has been modified, merged or included with the Software, or the associated written
materials (the "Documentation") is expressly forbidden. You may not remove, obscure, or alter any notice of
patent, copyright, trademarks, trade secret or other proprietary rights in the Software. The Title, ownership
rights, and intellectual property rights in and to this Software shall remain with CRW.
6. CRW has made reasonable checks of the Software to confirm that it will perform in normal use on
compatible equipment substantially as described in the specifications for the Software. However, due to the
inherent nature of computer software, neither CRW nor any individuals involved in the development or
installation of the Software warrant that the Software or the Documentation is completely error free, will
operate without interruption, is compatible with all equipment and software configurations, or will otherwise
meet your needs.
7. Neither CRW nor any of the people or companies involved in providing this license to the Client may be
held liable for any incidental or consequential damages caused by failures or faults of the software or its
functions.
8. CRW's sole responsibilities with respect to error corrections will be to correct any defects or errors in the
Software or its functions, which are brought to the attention of CRW by the CLIENT.
9. This License Agreement will remain in effect until CLIENT returns Software to CRW, or until Software is
destroyed by client.
Agreed by CLIENT: 9-~ C ~~,~,,~,~, Date .~-~). ~ .~ 0 .)_
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EXHIBIT "E"
SYSTEM ACCEPTANCE and PROJECT SIGN-OFF
1. CLIENT shall commence System Acceptance tests upon written notification from CRW that system
software and database conversion has been installed and is ready for System Acceptance testing. Testing
shall be conducted at CLIENT site, using CLIENT computer hardware. CLIENT staff will conduct all
System Acceptance Testing.
2. CLIENT shall be allowed a period of thirty (30) days for System Acceptance Testing, beginning from the
date of notification as provided in 1 above, and continuing, and completed, as provided in paragraphs 3
and 4 below. CLIENT shall immediately advise CRW, in writing, of any error, or perceived error,
discovered at any time during the testing period.
3. Upon delivery of written notification from CLIENT to CRW of a software system or database conversion
error, or other problem, has occurred, CRW shall have ten (10) business days to address and correct such
error so as to render the system operable. CRW shall provide written notice to CLIENT that the error has
been corrected. During the time period between notification of any error until to such time that CRW
advises CLIENT of correction of such error the thirty (30) day System Acceptance test period shall be
suspended. The thirty (30) day System Acceptance test period shall resume upon notice by CRW that the
previously noticed errors have been corrected.
4. CRW shall provide written notice to CLIENT when the 30-day System Acceptance test period has
expired. Thereafter, CLIENT shall have five (5) business days to provide CRW with written notice of any
remaining errors or problems. ACCEPTANCE SHALL BE DEEMED TO HAVE OCCURRED AT THE
LATEST OF THE FOLLOWING DATES: (a) THE DATE WRITTEN NOTICE IS PROVIDED BY
CRW TO CLIENT THAT THE FINAL PROBLEMS IDENTIFIED BY CLIENT PURSUANT TO THIS
SECTION HAVE BEEN CORRECTED, OR (b) THE DATE OF NOTICE BY CRW TO CLIENT
INDICATING THAT THE ACCEPTANCE TESTING PERIOD HAS EXPIRED.
5. CLIENT may begin using the software for productive use following completion of the System Acceptance
tests. "Productive Use" shall include the issuance of building permits, inspections and fee collection from
the general public. CLIENT may not begin to use the software for productive use prior to completion of
the System Acceptance tests. If CLIENT begins using software for productive use prior to completion of
the System Acceptance test, then the system acceptance test will be deemed completed and satisfactory.
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