HomeMy WebLinkAboutCRW Associates - Trakit Permit, Planning and Code Enforcement Software AgreementJ�YZAssociates
AGREEMENT
FOR THE INSTALLATION AND USE OF
PERMIT, PLANNING, AND CODE ENFORCEMENT SOFTWARE
05
nd between city
f Pasco, Washington,
°CLIENT") and CRW ASSOCIATES, ' d baa. of CRW Systy of June ems, Inca (hereafter "CRW") for the nstallat on ofa permit (hereinafter
and code enforcement software, and other services, as specifically provided herein (hereafter referred to as "the Project").
IN CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows:
A, SCOPE OF SERVICES / SCOPE OF WORK
A.1. PROJECT DESCRIPTION:
The Project is more t management,
tracking, code enforcement, al
end/or business license tracking software syst mtand relaproject
specificly defined as follows: installation of an t d subsystems.
A.2. AGREEMENT CONTENTS:
This Agreement includes the following Exhibits:
Exhibit A. Project Scope of Work.
Exhibit B. Project Milestone and Payment Schedule,
Exhibit C. Project Cost Summary
Exhibit D. Software License
Exhibit E. System Acceptance Testing
Exhibit F. Software Escrow Agreement
A.3. COMMENCEMENT DATE /SCOPE OF WORK:
ices to be provided by CRW shall be the date upon w
A.2.1. The commencement date for the seryhich CRW is
(b) written notice to proceed
in receipt of all of the following: (a) a fully executed original of this Agreement,
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 Scope of Work, with itemized pricing of various items associated with the Project is attached hereto
as Exhibits A, B and C, and incorporated herein by this reference. Subject to CLIENT'S duties and
responsibilities provided in Section C below, the time periods set to in Exhibits A and B shall n adhered to.
pe
The time periods indicated are provided as a general understanding of the estimated time period in which various
Project items will be completed. It is not intended to impose strict deadlines for completion of all or any part of
the work.
A.2.3. The time schedule provided in Exhibit B, Project Milestone, is based in large part on the assumption
that CLIENT will provide all necessary information to CRW in a timely manner in accordance with Section C of
this Agreement.
B, DUTIES AND OBLIGATIONS OF CRW
B.1. SCOPE OF WORK:
B. L 1 After the commencement date, CRW shall perform the following services:
Page 1 of 25
Install Permit Management, Code Enforcement, Business License Tracking, and Project
Tracking software.
Provide data conversion of CLIENT'S existing data and incorporate data into CRW sYstem.
(2) Provide hands-on, Administrator Training, as specifically provided herein.
(4) Provide on-site, hands-on, User Training, as specifically provided herein, rovide local
Provide remote access support during Annual Maintenance period. CLIENT to p
workstation with remote connection and appropriate remote access software.
additional services must be
13.1.2. CRW shall install software and provide all services in a workmanlike manner in accordance with the
Scope of Work, subject to the terms and conditions as stated in the Agreement. Any
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 l rov droustomse types, fee formulas, valuation
schedules, using data provided by CLIENT to CRW. CRW shall provide custom report development for up to
three (3) custom reports and up to three (3) custom forms as designed by CLIENT•
B,3, DATA CONVERSION: permit database to
CRW shall provide database conversion services necessary to convert the CLIENT'S existing
CRW system format. The soCLIENTor CRW within conversion days of pxoJelctcommencement de limited to aAccess or dBase-
or data t
formatted data provided by
B.4, ADMINISTRATOR TRAINING:
CLIENT staff are included in Exhibit
to be determined by C, Cost Summary
CRW shall provide trCaiRn`iVngRfegatra[gion forsonee(1)Adminishators. The training will be conducted at a location
B.5. USER TRAINING:
vgll be ether define
cted at herein for CLIENT Offices't Trak, Code Trak, Business Trak, and project
CRW shall provide trains
Trak software. Training
B,6, MAINTENANCE AND SUPPORT: ort services to CLIENT during the twelve (12) month
of Annual Maintenance and Technical Support fees. Annual Maintenance and
CRW shall provide the following maintenance and Supp stem Acceptance of
time period following payment month period following SY
Technical Support fees are waived for the first twelve (12)
software, as defined in Exhibit E. CLIENT.
B.6.1. Trakit software modifications to correct bugs or errors that are reported to CRW by
B.6.2. Trakit software updates that are In from time to time by CRW on web site
(www.crwassoc.com/support). Updates maybe downloaded and installed by CLIENT onto CLIENT'S network.
B.6.3. Technical support via telephone. CRW reserves the right (888 phone
79 2043) ss to CLIENT -designated
System Administrators. Toll-free phone access is provided by
CRW B.6A. Technical support via web form on CRW web site (www.crwassoc.com/support).
Page 2 of 25
zNT to
. Enhancement
ests may be submitted by
LIE
B.6.5. Trakit Software enhancebe quit
future releases. CLIENT under tands that submittal offs will
be reviewed by CRW and may incorporated
enhancement request does not obligate CRW to provide software modification.
B.6.6. CLIENT may register for and enroll in ClW training classes for System Administrators or Users.
Registration fees may vary from time to time. Registration for two (2) CLIENT staff are included n Exhibit C
Cost Summary,
B,70 NOT RESPONSIBLE FORDAMAGES DUE TO UNFORESEEN DELAYS:
failure for
CLIENT to famish timely information; (b) failure of CLIENT
Neither CLIENT nor CRW shall be responsible for any damages resulting from delays outside of its reasonable
control, including, but not limited to, or .
to approve or disapprove of CRW's work, and/or (c) strikes, lockouts, accidents, or acts of G
C, DUTIES AND RESPONSHIILITIES OF CLIENT:
C.1. INFORMATION TO BE PROVIDED BY CLIENT:
C.1.1. CLIENT will provide all information necessary for CRW to establish the permit software control files,
including but not limited to:
1, Current valuation and fee structures
2 Current Permit, Project, License, and Case types designations and categories
3, Examples of all current reports used by the CLIENT relating to permit management.
q Any exceptions to the typical permit process, or any special permit processing requirements.
C,L2. The CLIENT will provide CRW with access to CLIENT workstations and disk space for installation of
the software.
C.1.3. The CLIENT will ensure andr nui P ocessingaand MS Windows functionsff who wilt be trained in ,
use of CRW software will
have sufficient basic knowledge of p
CLIENT COOPERATION:
C.2.1. CLIENT understands that timely completion of the Project is dependent in significant part
upon the
resents stem to be incorporated into the new CRW
timely cooperation of CLIENT n provid ng information to CRW necessary to complete the project, nclu mg,
but not limited to: (a)
Data obtained from CLIENT'S p Y stem.
system; and (b) information relative to desired permit forms to be incorporated into the CR sy
D, COMPENSATION
D1, CRW COMPENSATION AND FEES:
CLIENT agrees to compensate CRW for professional services rendered under this Agreement for the total
contract price of $156,000 (one Hundred Fifty -Six Thousand Dollars), which amount shall include all labor,
materials, taxes, insurance, travel costs and related out-of-pocket expenses, and all other costs associated with the
Project. Travel costs for City staff are not includedCLIENT and incorporated into� he project pursuant to a ce does not incwr`itteny
changes to the work as may be requested by
request by CLIENT as provided in section E of agghis Agreement,
fe 3
D.2. TERMS OF COMPENSATION
CER will submit invoices for work performed according to the payment schedule shown in Exhibit C, Cost
Summary. CLIENT agrees to notify CRW of any disputed invoice within ten (10) business days of receipt of
such invoice. Failure of CLIENT to pay undisputed invoices within 30 days of receipt will subject CLIENT to a
late payment fee computed at a periodic rate of 1.0 % per month of the amount past due, representing an annual
percentage rate of 12%, which late fee shall be applied to any unpaid balance.
E CHANGES AND ADDITIONS TO THE WORK
E.1 REQUIREMENT OF WRITTEN CHANGE ORDERS:
�d by the
CLIENT may request CRW to perform such ore ue is shall be submitted in writing specific t forth
and shall be signed by the
in Exhibit A of this Agreement. Any q
Client Representative, as identified in II.1 of this Agreement, and an authorized representative) the agreed CRW. Such
signed requests shall include such description
signed e additional
services the Represents iiveeoro her authorized agent of
upon
price for such services. Anyrequests
CLIENT, shall be deemed authorized by CLIENT and shall bind CLIENT to its terms.
Ei ,2, PAYMENT FOR ADDITIONAL WORK:
Any such additional work performed by CRW shall be added to the contract price and billed is accordance with
CLIENT and approved by CRW, as provided
the Cost Summary as Outlined n Exhibit C of this Agreement. CRW will not commence any additional services
for the CLIENT until written authorization has been given by
above.
F, INDEMNIFICATION AND INSURANCE
F.1. INDEMNIFICATION: claims, based upon
FJ A CRW shall indemnify, defend and hold harmless CLIENT from and against any
trademark or patent by the Software. CLIENT agrees
to notily proceedings, W
infringement of any United States ting.copyrightIn the event of such
of any such claim promptly in writing. CLIENT agrees to cooperate fully with CRW during P
Software with a substantially compatible and functionally
CRW shall defend at its sole' all proceedings arising out of the foregoing.
infringement, CRW may replace, in whole or in part,
equivalent computer program or modify Software to avoid the infringement.
F.2. INSURANCE:
CRW, shall at CRW's own expense, purchase, maintain and keep in force during the term of this Agreemen
stated below) such insurance as set forth below. All nsurance policies provided under th s
emch"Oecurrence" basis. The insurance requirements
(unless otherwise stshall remain in effect
Agreement shall st written Oil an
throughout the term of this Agr
nce of not
00 for each ock dent, $100 000.00 disease -each employee,ent-
l$500,OOoyers rob00tdisea eapolicy limiters than $100,000.00
F 2 2. Commercial General Liability Insurance - $1500000.00 Lunn
p to services
F.2.3. Professional Liability Insurance - $500,000.00 Limit. Professional Liability in
will be in force
for twelve (12) services is services
months from commencement date. Professional Liabilityinsurance shall apply y
performed by CRW staff only. Professional Liability insurance shall not apply to third -party
of subcontractors.
Page 4 of 25
F.2.4. All policies are to be written through companies duly approved to transact that class of insurance in the
State of Washington.
State
is to be placed with carriers with a Best rating of A:VII or better.
17,25,
F.2.6. CRW hereby waives subrogation rights for loss or damage to the extent same are covered by insurance.
Covera e for all losses covered by the policies
Insurers shall have no right of recovery or subrogation against CLIENT, it being the intention that the insurance
policies shall protect all parties to the Contract and be primary g
F.3. PROOF OF INSURANCE
NT a
aWithin 30 days of the cO bove as proof that said insurance willencoment date CRW shall deliver to remam n full force throughout he term of this Agreement,gte of insurance for Items F.2
sed as an additional insured under CRWen notification and
General Liability
CLIENT, its officers and agents, shall be endor
Insurance. CRW will not modify or cancel its General Liability Insurance without written
approval from the CLIENT.
G TERMINATION
G.1. TERMINATION OF AGREEMENT
CRW of such
This Agreentent may be terminated by to CRW. Notwithstanding the date of such noticeLterminat on shall b effect effective uponreceiptby written notice
In the event of termination by CLIENT, CLIENT shall pay CRW for all services and
notice of termination.
Agreement up to and including the date of receipt by CRW of
materials provided to CLIENT pursuant to this
notice of termination.
CRW, and to destroy, erase, and purge all software provided by
G.1.2. In the event CLIENT terminates this Agreement, the CLIENT agrees to immediately return al source
code or other materials provided to CLIENT by
CRW from any and all CLIENT computers.
G.1.3. Within 30 days of termination CLIENT agrees to provide CRW with written confirmation that all CRW
Personal inspection
of CLIENT
software has been destroyed. W ihin its sole discretion, and upon reasonable notice to CLIENT, CRW shall have
the right to verify that CRW software has n fact been removed or destroyed by p
computers,
tion of this agreement by CLIENT without the
G.1.4. Any use by CLIENT of any CRW software after termina
express written authorization of CRW shall be a breach of this agreement and subject CLIENT to substantial
damages.
j;, OWNERSHIP OF DOCUMENTS
g,j, OWNERSHIP OF DOCUMENTS
H. L I . All plans, specifications, of CLIENT only after completion of the Project. CRW pursuant to this
y p
Agreement shall become property
ns
this Agreemesource code for Computer proms r moo
nt shall be deemed, and remain he intellecrtualtproperty of CRW anwhich
are prote are proed under he pursuantduced to
Page 5 of 25
copyright, patent, or other laws, of the United States as well as other jurisdictions where such programs are being
used.
H.1.3. CLIENT agrees to respect CRW,s purported ownership of any such proprietary rights which may exist,
other
ary
s, in and
orreet onsabug fixes, enhancemeentsrupdates or trademark herdmodificaf onst including customto So
modifications, fiWare to
Software, whether made by CRW or any third party. Under no Software or any copy thereofsicircumstances shall CLIENT t, whole or in part,
publish, display, distribute or otherwise transfer to a third party
without CRW ,s prior written consent.
H.2. SOURCE CODE ESCROW
H,2.1. cw shall maintain a software escrow account, as described in ode for he software being installed by CRW Pursuant t this Agreement hall be d posiitted in thiof the s source
escrow
account.
H 2 2, CRW will pay the entire cost of this source code escrow account.
11.2.3. CLIENT will be registered as a Registered Beneficiary of the Software Escrow Agreement, as defined in
Exhibit F.
I, COMMUNICATION THROUGH CLIEAll NT /CRW DESIGNATED REPRESENTATIVES:
on relating
el tinrepresentative to project
us CshallRW as identified beexchanged ween a designated representative of the
CLIENT and a d
Ll. DESIGNATED CONTRACT REPRESENTATIVES:
1.1.1. The designated representative of CLIENT and CRW Associates is as follows:
CLIENT
City of Pasco, W asntngron
525 N 3rd Ave
Pasco, WA 99301
Phone: (509) 545-3419
Fax: (509) 543-5758
email: wordenm@ci.pasco.wa.us
CRW
Christopher R. Wuerz, P.E.
President, CRW Systems, Inc.,
d.b,a. CRW Associates
16980 Via Tazon, Suite 320
San Diego, CA 92127
Phone: (858)451-3030
Facsirmle: (858) 451-3870
I.1.
writte2. If the designated representative or address of either party changes during the term of this Agreement, a
n notice shall be given to the other party prior to the effective date of change.
I.2 DESIGNATED SYSTEM ADMINISTRATOR:
L2.1, The CLIENT Representative shall identify and designate System Administrators. All communication
related to day-to-day operations of the system, including system maintenance, systems problems and/or
troubleshooting, shall be made to CRW only through either the designated representative of CLIENT as
identified in 1.1.1 above, or the System Administrators as identified below.
1.2.2, The System Administrators shall participate in all training sessions conducted by CRW as required by
petent to use all asp
Ib s uglily recommended that he designatel become fully dlSystemle and Administrators be someone withts of experliencestem and software.
Page 6 of 25
competence with personal computers and with the business processes of the Community Development
Department,
1.2.3, The System Administrator for CLIENT is designated as follows:
Name: TBD
J, MISCELLANEOUS GENERAL PROVISIONS
J.1. LICENSES
CRW shall obtain and maintain all business licenses as may be required by law.
J,2, STATUS OF CRW AS CONSULTANT
s, and agents
Throughout the term of this Agreement, CRW, its employees, Agreement shall be nterpretted to imply an all be
considered as an independent contractor(s), teeCLNENIT and CRW.
employee -employer relationship
J.3. MEDIATION OF DISPUTES:
Prior to rec,mcnt� both
ecommencement of any litigation arising out of this oon non binding mediation of any dispute gor claim, which es
main u
participate in good faith esolved after
shall negotiate in good faith to select a qualified mediator.
informal discussions. Both CRW and CLIENT
J.4. ATTORNEY'S FEES:
In the event that any legal proceeding is instituted by either CRW or CLIENT g party in said legal proceeding shall be
to enforce the terms of is
Agreement or to determine the rights of CRW or CLIENT, the prevailin
entitled to recover its reasonable costs and attorney's fees.
J.S. APPLICABLE LAW:
on and all work
This
Washington. Venue or the enforcement
enfor ement of this agreement of shaliIle exclusively n Franklin Cou rryf the State
Washington.
All claims, disputes, and other matters in question arising out of, or relating to, this agreement or the breach
thereof shall be resolved in the Superior Court of Franklin County, Washington, and all parties hereto specifically
, g
waive any "venue privilege" they may have in any other jurisdiction.
J,6, BINDING ON SUCCESSORS:
All the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal representatives.
17. DUE AUTHORITY:
on
CLIENT represents and warrants that the CLIENT and has full and complete authof of CLIENT is an agent of
rity to execute this Agerson executing this A reemen antd enter into the terms and covenants
by CLIENT to execute this Agreement on behalf of CLIENT.
provided herein, and has been designated
s Agreement on
f of CRW is an
aCRW represents and nd has full and complete aof CRW
uthoriity to execute thisson s that the peruAgreement iand enter into the terms and covenants tp ovid d
herein, and has been designated by CRW to execute this Agreement on behalf of CRW.
Page 7 of 25
Me WARRANTY OF TITLE
CRW warrants that it has good title and all proprietary rights to the Software to enable it to license its use to
CLIENT free of any proprietary rights of any other party or any other encumbrance.
J.9 SERVICES WARRANTY
CRW warrants that the services provided hereunder shall be executed in a correct and competent manner
consistent with the professional standards of the industry. Any error or defect in the services provided hereunder
shall be corrected by CRW at no additional cost to the CLIENT.
J.10. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement between CRW and CLIENT. Any prior
agreements, promises, proposals, negotiations or representations—oral or written—not expressly set forth herein
shall be of no force or effect. In the event of a conflict between the terms and conditions of this Agreement and
any document incorporated by reference, the terms and conditions of this Agreement shall prevail. This
Agreement may be modified or amended only by written agreement signed by both CRW and the CLIENT.
J.12. AGREEMENT AS OFFER
This Agreement shall be valid only if it is signed by both CLIENT and CRW, and a signed original has been
received by both parties on or before June 30, 2005,
CLIENT
City of Pasco, WA
By:
Gary field, ityMa ager
City fp
CRW SYSTEMS, INC.
dba. CRW ASSOCIATES
San Diego, California
Dated: � c� C /0
3
Christopher R. Wuerz, Presideno
CRW Systems, Inc.
d.b.a. CRW Associates
Page 8 of 25
EXHIBIT A
PROJECT SCOPE OF WORK
Upon receipt of a written Notice to Proceed from CLIENT, CRW shall perform the following services:
A. On -Site attendance and participation in project meetings.
Meetings: Project kick-off meeting; software installation; database installation; project implementation meetings.
B. Deliver computer software (TRAKIT) and database structures for SQL/Server database.
Deliverable: CD containing computer software; installation instructions; services to install software on CLIENT
network and up to three workstations; services to train CLIENT IT staff for installation of remaining CLIENT
workstations; services to install SQL/Server database and tables.
C. Provide data conversion services.
Deliverable: CD and electronic transfer (via FTP or email) of converted database; services to develop conversion
software for translation; services to perform data conversion; services to install converted data; services to investigate and
correct any errors uncovered during conversion balancing and/or system testing.
Applies to: Permits and Inspections; Project applications; Code Enforcement; Business Licenses.
CLIENT will provide to CRW all tables and files that are necessary for historical data conversion. CLIENT
agrees to provide all necessary files and data to CRW within thirty (30) days of project commencement date.
D. Provide software training.
Deliverable: Provide System Administrator training for one (1) CLIENT staff during scheduled training at CRW
office.
Deliverable: Conduct eight (8) days of on-site, hands-on End User training at CLIENT office. Class size is
limited to eight (8) students per day. Classes shall be conducted on two (2) separate weeks; each consisting of
four (4) days of instruction.
CRW to provide workstations (laptops) and networked server for all on-site classes. CLIENT to provide
classroom space at CLIENT facilities.
E. Provide Project Implementation services.
Deliverable: Develop up to three (3) custom forms, and up to three (3) custom report
s, as directed by CLIENT
staff; provide standard (ICBOBOCA/SBCCI or other) Valuation tables; develop custom valuations and fee
formulas as directed by CLIENT staff, using information provided by CLIENT.
Deliverable: Installation of permit forms, fee tables and valuations tables in TrakIt database.
Deliverable: Data import specification (using standard TrakIt import function) for monthly updates of assessor
records.
CLIENT to provide information regarding fee formulas, usage, permit and business license forms.
CLIENT agrees to provide all necessary custom report and custom form definitions to CRW within thirty (30)
days of project commencement date.
Page 9 of 25
F. Provide eTraklt modules for web -based permit processing.
Deliverable: ASP and HTML pages (source code) to provide the following functions:
1. User/password logon.
2. User logon verification.
3. Permit lookup (by Permit Number, Site address, APN, Owner name)
4. Permit status information.
5. New Inspection request.
6. New Permit application.
7. Inspection result posting (CRW to work with CLIENT to design and develop appropriate
ASP/HTML web screens for real-time posting of inspection results)
G. Provide Mobile Trak module for field -ready interface.
Deliverable: TrakIt module for interface to either field -ready laptop/tabletPC.
H. Provide Twelve (12) months technical support and software updates/upgrades.
Applies to: TrakIt software. Time period for no -charge technical support to begin upon completion of System
Acceptance, as defined in Exhibit E.
Page 10 of 25
EXH11311 B
PROJECT MILESTONE AND PAYMENT SCHEDULE
June 2005
1. Contract Execution and Notice to Proceed
2. Project kick-off meeting. CRW reviews project timetable and train ng schCdRu June 2005
with CLIENT. CRW and CLIENT mutually adjusts schedule as necessary.
installs standard software with demonstration database for initial testing by
CLIENT.
3. First Payment Due. 20 % of total Phase 1 contract = $ 31,200
June 2005
4. In Configuration and Data Conversion. CRW delivers initial, preliminary Date to be determined at
configuration of system based data system convey ion
forlenuiren CLIENT by CLIENT
begm review,ick-off meeting
delivers initial, prelhninary
Subsequent deliveries of configuration and data conversion will cont nue as
necessary during the remainder of the project implementation.
5. System Administrator Training. CRW trains CLIENT staff. One (1) Date o be determined at
kick-off meeting
registration is provided in this Agreement
Date to be determined at
6. Second Payment Due. 20% of total contract = $ 315200 kick-off meeting
7. System Acceptance testing beghrs. CLIENT begins System Acceptance Date to be determined at
kick-off meeting
Testing.
Date to be determined at
8. User Training Weeks 1. kick-off meeting
Date to be determined at
9. Third Payment Due. 20% of total contract = $ 31,200 kick-off meeting
kick-off meeting
10. System Acceptance testing ends. CLIENT completes System Acceptance Date to be determine at
Testing.
Date to be determined at
11. User Training Weeks 2 kick-off meeting
Date to be determined at
12. Fourth Payment Due. 20% of total contract = $ 31,200 kick-off meeting
13. Go -Live support. CRW assists CLIENT in cut.over t e operation.
Date to be determined at
Page of
I— $ 31,200 145 Days after the completion
14. Final Payment Due. 20% of total contract of item 13 above
Target dates on this schedule are intended to reflect projected completion dates for the respective milestone, not
contractual date deadlines.
Page 12 of 25
EXHIBIT C
PROJECT COST SUMMARY
Trakit
1. Application Module Name:
Includes: PermitTrak, CodeTrak, BusinessTrak, ProjectTrak,
CRM, LandTrak, AECTrak, and Reports
2, Software Costs: Fifteen (15) Concurrent Users — End Users $ 50,000
& Administrators .................
3. Installation, Implementation and Project Management Costs .................................$ 35,000
Installation of PemutTrak, ProjectTrak, CodeTrak,
BusinessTrak & ProjectTrak, CRM Trak, inspections,
LandTrak and Reports modules
Implementation of all Trakit Modules
Configuration of all Trakit Modules
a. Kick-off Meeting ($ 2,000)
b. Project meetings on- site ($45000)
c. System Configuration and Setup Of
basic control tables ($20,000)
d. System installation (Included)
e. Software Customization ($ 6,000)
I. Go -Live Support ($ 3,000)
$ 7,500
4. Data Conversion
5. End -User Training
8 days $20,000
6. System Administrator Training (Registration for 1 CLIENT Staff) $ 15500
7, Report Writing Training (Registration for 1 CLIENT Staff)
included in (6)
8. eTrakit Web -Access License, installation, and Configuration
$15,000
9. MobileTrak License, Installation and Configuration
$15,000
10. Travel and other expenses for CRW Staff
$ 12,000
TOTAL PROJECT COST.......................................................................... $156,000
Page 13 of 25
ANNUAL MAINTENANCE, AND UPGRADE/UPDATE COSTS FOR TRAKIT
1. First 12 months following System Acceptance ............................................. No Cost
2. Second 12 months following System Acceptance ......................................... $ 10,000
3. Third 12 months following System Acceptance ......1111...6104 ........................... $ 10,000
ANNUAL MAINTENANCE, AND UPGRADE/UPDATE COSTS FOR eTRAKIT
1. First 12 months following System Acceptance 1. 1 1 11 11 1 1 1 11 1 * 1 11 1 %, No Cost
2. Second 12 months following System Acceptance ...6111...1111 ........................... $ 1,000
3, Third 12 months following System Acceptance.....................6...................... $ 1,000
ANNUAL MAINTENANCE, AND UPGRADE/UPDATE COSTS FOR MobileTrak
1. First 12 months following System Acceptance ............................................. No Cost
2. Second 12 months following System Acceptance....................................1.... $ 100
3. Third 12 months following System Acceptance ............................................ $ 15000
Page 14 of 25
EXHIBIT D
SOFTWARE LICENSE AGREEMENT
market d by CRW sgranted o
License
Agreement
CLIENT by CRW as of tl e datte of the Agreement, Software"(Software) 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 to perpetually use, not own, the software.
3. Software is provided to the CLIENT as a multi-user, concurrent access license. The designated number of concurrent
Users/Administrators/Observers for this license is 15. 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
copyright treaties. Unauthorized copying of the Software, including software that has been
United States and international
associated written materials (the "Documentation") is expressly
modified, merged or included with the Software, or the
forbidden. CLIENT may not remove, obscure, or alter any not ce 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.
remain
of the Software to confirm that it will perform in normal use on compatible
6. CRW has made reasonable
equipment substantially as described in thepec tions Isainvolved rin the development orthe Software, einstallation of the Software warrant
computer software, neither CRW nor any d
that the Software or the Documentation is completely error free, will operate without interruption, is compatible with al
equipment and software configurations, or will otherwise meet your needs.
7. CRW warrants that it has good title and all proprietary rights to the Software o enable it to license its use to CLIENT
free of any proprietary rights of any other party or any other encumbrance.
8. CRW warrants that its Software will perform in the manner described in the Agreement documents including CRW's
Response to the CLIENT's RFP, hereby incorporated by reference as if fully contained herein and any other written user
documentation for the version installed.
9. This Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit F attached hereto.
10. Neither CRW nor any of the people or companies involved in providing this license to the CLIENT may be held liable
for any incidental or consequential damages caused by failures or faults of the software or its functions.
11. CRW's sole responsibilities with respect to error corrections will be to correct any defects or errors in the Software or
its functions, which are brought to the attention of CRW by the CLIENT.
12. This License Agreement will remain in effect until CLIENT returns Software to CRW, or until CLIENT destroys
Software.
Page 15 of 25
EXHIBIT E
SYSTEM ACCEPTANCE TESTING
1. CLIENT shall commence System Acceptance tests upon written notification from CRW that system software and
database conversion has been installed and is ready for System Acceptance testing. Testing shall be conducted at CLIENT
site, using CLIENT computer hardware. CLIENT staff will conduct all System Acceptance Testing.
2. CLIENT shall be allowed a period of thirty (30) business days for System Acceptance Testing, beginning from the date
graph 1 above, and continuing, and completed, as provided in paragraphs 3 and 4 below,
of notification as provided in para
any error, or perceived error, discovered at any time during the
CLIENT shall immediately advise CRW, in writing, of
testing period.
3. Upon delivery of written notification from CLIENT to CRW of a software system or database conversion error, or other
problem, has occurred, CRW shall have ten (10) business days to address and correct such error so as to render the system
operable. CRW shall provide written notice to CLIENT that the error has been corrected. During the time period
between notification of any error until to such time that CRW advises CLIENT of correction of such error the thirty (30)
day System Acceptance test period shall be suspended. The thirty (30) day System Acceptance test period shall resume
upon notice by CRW that the previously noticed errors have been corrected and once the corrections have been made
available to the CLIENT.
4. CRW shall provide written notice to CLIENT when the thirty (30) day System Acceptance test period has expired.
Thereafter, CLIENT shall have five (5) business days to provide CRW with written notice of any remaining errors or
problems. ACCEPTANCE SHALL BE DEEMED TO HAVE OCCURRED AT THE LATEST OF THE FOLLOWING
DATES: (a) THE DATE WRITTEN NOTICE IS PROVIDED BY CRW TO CLIENT THAT THE FINAL PROBLEMS
IDENTIFIED BY CLIENT EEN
NOTICE BY CRW TO CLIENT INDICATING THAT THE ASUANT TO THIS SECTION CCEPTANCE TAN E TEST NG PERIODbHAS EXPIRED.) THE DATE F
5. CLIENT may begin using the software for productive use following completion of the System Acceptance tests.
"Productive Use" shall include the issuance of any building permits, inspections and/or fee collection from the general
public for Phase 1 work. "Productive Use" shall include the receipt of any citizen complaint or incident record from the
general public for Phase 3 work.
6. CLIENT may not begin to use the software for productive use prior to completion of the System Acceptance tests. If
CLIENT begins using software for productive use prior to completion of the System Acceptance test, then the system
acceptance test will be deemed completed and satisfactory.
Page 16 of 25
EXHIBIT F
SOFTWARE ESCROW AGREEMENT
Date of Agreement: November 21, 2003 Escrow No. 5794 -MB
EscrowTech: EscrowTech International, Inc. Tel.: (801) 852-8202
C7 Data Center Building Fax: (801) 852-5203
333 South 520 West - Suite 230
Lindon, UT 84042
1. Software and Establisluaen[ of Escrow.
Owner owns, or has the right to license or distribute,
the "Software" identified in Exhibit A. By this
Agreement, Owner establishes an escrow of "Deposit
Materials" (see Exhibit A) for the Software (the
"Escrow").
2. Beneficiaries. Each licensee of the
Software who registers under Section 3 shall be a
"Beneficiary."
3. Registration. To register a licensee as a
Beneficiary with EscrowTech:
(a) Owner and the licensee will complete and
execute EscrowTech's then -current Beneficiary
Registration Form.
(b) The completed and executed Beneficiary
Registration Form will be submitted to EscrowTech.
(c) EscrowTech will give written notice to
Owner and the licensee of receipt of the Beneficiary
Registration Form.
4,
Deposit Materials. Owner shall deposit
the "Deposit Materials" (including "Updates") into
the Escrow by delivering to EscrowTech the Deposit
Materials described in Exhibit A. Owner warrants
that it has the right to provide the Deposit Materials
to EscrowTech for the purposes of this Agreement
and shall indemnify EscrowTech against, and hold it
harmless from, any claim to the contrary by a third
Page 17 of 25
party.
5. Encryption and Reproduction. Owner
warrants that none of the Deposit Materials will be
encrypted or password protected and that all of the
Deposit Materials will be in a readable and useable
form (for purposes of the Permitted Use - see Section
14) and will be readily reproducible by EscrowTech
for copying as needed under this Agreement (see,
e.g., Section 13). Exception: If Deposit Materials
are transmitted electronically to EscrowTech via FTP
or other electronic transmission method accepted by
EscrowTech, then such Deposit Materials may be in
an encrypted format that is acceptable to EscrowTech
and that can be decrypted by EscrowTech and stored
in an unencrypted format on physical media (e.g., a
CD ROM). It is Owner's responsibility to provide
any decryption tools/keys, passwords, and
information needed for decryption. It is not
EscrowTech's responsibility to discover if any of the
Deposit Materials are encrypted or password
protected or to provide de -encryption tools/keys,
passwords or information needed for decryption.
6. Updates. Owner shall update the Escrow
by delivering to EscrowTech Updated Deposit
Materials ("Updates") as described in Exhibit A.
Updates shall be part of the "Deposit Materials."
7,
Deposit Procedure. Deposit Materials
shall be delivered by Owner to EscrowTech in
accordance with EscrowTech's then-curent deposit
procedures. Duplicate copies (i.e., two sets) of all
Owner: MW Systems Ine. (dba CRW Associates) Tel.: (858)451-3030
16980 Via Tazon #320 Fax: (858)451-3870
San Diego, CA 92127
ml
1. Software and Establisluaen[ of Escrow.
Owner owns, or has the right to license or distribute,
the "Software" identified in Exhibit A. By this
Agreement, Owner establishes an escrow of "Deposit
Materials" (see Exhibit A) for the Software (the
"Escrow").
2. Beneficiaries. Each licensee of the
Software who registers under Section 3 shall be a
"Beneficiary."
3. Registration. To register a licensee as a
Beneficiary with EscrowTech:
(a) Owner and the licensee will complete and
execute EscrowTech's then -current Beneficiary
Registration Form.
(b) The completed and executed Beneficiary
Registration Form will be submitted to EscrowTech.
(c) EscrowTech will give written notice to
Owner and the licensee of receipt of the Beneficiary
Registration Form.
4,
Deposit Materials. Owner shall deposit
the "Deposit Materials" (including "Updates") into
the Escrow by delivering to EscrowTech the Deposit
Materials described in Exhibit A. Owner warrants
that it has the right to provide the Deposit Materials
to EscrowTech for the purposes of this Agreement
and shall indemnify EscrowTech against, and hold it
harmless from, any claim to the contrary by a third
Page 17 of 25
party.
5. Encryption and Reproduction. Owner
warrants that none of the Deposit Materials will be
encrypted or password protected and that all of the
Deposit Materials will be in a readable and useable
form (for purposes of the Permitted Use - see Section
14) and will be readily reproducible by EscrowTech
for copying as needed under this Agreement (see,
e.g., Section 13). Exception: If Deposit Materials
are transmitted electronically to EscrowTech via FTP
or other electronic transmission method accepted by
EscrowTech, then such Deposit Materials may be in
an encrypted format that is acceptable to EscrowTech
and that can be decrypted by EscrowTech and stored
in an unencrypted format on physical media (e.g., a
CD ROM). It is Owner's responsibility to provide
any decryption tools/keys, passwords, and
information needed for decryption. It is not
EscrowTech's responsibility to discover if any of the
Deposit Materials are encrypted or password
protected or to provide de -encryption tools/keys,
passwords or information needed for decryption.
6. Updates. Owner shall update the Escrow
by delivering to EscrowTech Updated Deposit
Materials ("Updates") as described in Exhibit A.
Updates shall be part of the "Deposit Materials."
7,
Deposit Procedure. Deposit Materials
shall be delivered by Owner to EscrowTech in
accordance with EscrowTech's then-curent deposit
procedures. Duplicate copies (i.e., two sets) of all
Deposit Materials in reliable storage media should be
delivered by Owner, but EscrowTech is not
responsible if owner fails to comply with this.
(a) Deposit Inventory rin. Owner will
submit with the Deposit Materials a completed
Deposit Inventory Form. Such Deposit Inventory
Form shall be a representation by Owner to each
Beneficiary and EscrowTech that the Deposit
Materials conform to the descriptions and
identifications in the Deposit Inventory Form.
(b) Confirmation. To confirm receipt of the
Deposit Materials, EscrowTech will mail or otherwise
deliver a copy of the Deposit Inventory Form to
Owner and each Beneficiary.
(c) Deficiency. If a Beneficiary believes that
the Deposit Materials, as identified in the Deposit
Inventory Form, are deficient (e.g., incomplete or
nadequate) or if there is some other problem, then
the Beneficiary shall notify Owner and resolve the
matter with Owner. It is Owner's responsibility to
deposit all required Deposit Materials.
(d) Reproducible. It is Owner's responsibility
to ensure that the Deposit Materials provided by
Owner (including, without limitation those on any
electronic media - e.g., CD-ROMs, magnetic tapes,
etc.) are provided in a reproducible form.
(e) Verification. EscrowTech is not
responsible for verifying the completeness, accuracy,
suitability, state, format, safety, quality, or content of
the Deposit Materials. However, at the request of any
Beneficiary or Beneficiaries, EscrowTech may
conduct technical verifications of Deposit Materials
for such Beneficiary or Beneficiaries in accordance
with a Technical Verification Addendum to this
Agreement. The requesting Beneficiary or
Beneficiaries must pay EscrowTech's then -current
fees plus expenses for the technical verifications.
these
(f) Designated Beneficiary Option. If certain
Deposit Materials apply only to one Beneficiary (e.g.,
the Software is customized for a given Beneficiary),
then Owner has the option of depositing such Deposit
Materials only for that Beneficiary. In making a
given deposit of Deposit Materials, Owner may
designate the Beneficiary in the Deposit Inventory
Form. Only the designated Beneficiary will have
escrow rights (and potentially release rights) with
h Deposit Materials Except for this
restriction, the other terms and conditions of this
Agreement shall apply thereto. Itis the responsibility
Beneficiary. Owner may designate more than one
Beneficiary, and in such case each of the designated
Beneficiaries will be a designated Beneficiary as
described above. The Beneficiary Fee for each
designated Beneficiary will be increased as provided
in Exhibit B.
8. Replacement of Obsolete Deposit
Materials. Owner may identify for EscrowTech any
Deposit Materials which become obsolete, outdated
or redundant and instruct EscrowTech to destroy or
return the identified Deposit Materials. Such
identification shall be made in writing and must be
consistent with the labeling and identification used by
Owner when the Deposit Materials were delivered to
EscrowTech or be otherwise understandable to
EscrowTech. The instructions to EscrowTech must
be accompanied by written permission from each
affected Beneficiary for EscrowTech to destroy or
return the identified Deposit Materials in accordance
with Owner's instructions. The "Deposit Materials"
shall cease to include any destroyed or returned
Deposit Materials.
9. License Agreement Owner and each
Bene£ciary have entered into one or more agreements
identified in the Beneficiary's Registration Form that
relate to the Software. For that Beneficiary, such
agreement(s) is (are) referred to herein as the
cense Agreement" This Software Escrow
Agreement is "supplementary' to the License
Agreement within the meaning of Section 365(n) of
the U.S. Bankruptcy Code (11 U.S.C. 365(n)). If this
Agreement and/or the License Agreement are/is
rejected by Owner as a debtor in possession or a
trustee or by any other person or entity under the U.S.
Bankruptcy Code, then the Beneficiary may elect to
retain its rights as provided in Section 365(n), The
Parties intend that no bankruptcy or bankruptcy
proceeding, petition, law or regulation (and no other
proceeding, petition, law or regulation of a similar
nature in any state or foreign jurisdiction) will
impede, delay or prevent the release of Deposit
Materials to a Beneficiary in accordance with the
P
of this Agreement, and Owner hereby
conveys and licenses to EscrowTech such rights
(including intellectual property rights) as are
necessary to allow EscrowTech to lawfully make such
release and perform this Agreement. This license is
granted as of the date of thus Agreement and shall
P
any bankruptcy petition subsequent to such
date.
10. Embodiments of Intellectual Property
respect to
.
of Owner to clearly indicate the designated The Parties agree that the Deposit Materials are an
Page 18 of 25
"embodiment" of "intellectual property as those
terms are used in Section 365(n) of the U.S.
Bankruptcy Code (11 U.S.C. 365(n)). The tangible
Deposit Materials and any copies thereof made by
EscrowTech in accordance with this Agreement are
owned by EscrowTech, but such ownership does not
nclude ownership of any copyrights or other
intellectual property in or to the Deposit Materials.
11. Release of Deposit Materials -Request of
Beneficiary. A Beneficiary will be entitled to receive
the Deposit Materials if the "Release Condition"
described in the applicable Beneficiary Registration
Form occurs. The following release procedure shall
apply:
(a) Notice to EscrowTec/t. The Beneficiary
shall give written notice to EscrowTech informing
EscrowTech that the Release Condition has occurred,
and shall request EscrowTech in writing to release the
Deposit Materials to Beneficiary.
(b) Notice to Owner. EscrowTech shall then
promptly send written notice to Owner of the
Beneficiary's notice and request for release. Such
notice will be sent by a "next day" or "overnight" or
"priority" or "express" delivery service (e.g., Federal
Express, UPS, U.S. Express Mail, etc.) or will be
delivered personally.
(c) Release and
Waiting Period. Unless there
is a timely dispute or objection as provided in Section
11 (d) below, EscrowTech shall release the Deposit
Materials to the Beneficiary promptly after expiration
of the Waiting Period. The "Waiting Period" shall be
two weeks, beginning on the date that the notice is
sent by EscrowTech to Owner.
(d) Dispute. If Owner disputes the
Beneficiary's right to the Deposit Materials or
otherwise objects to their release, then Owner must
give written notice of such dispute or objection to
EscrowTech prior to the conclusion of the Waiting
Period. If EscrowTech receives such timely notice of
dispute or objection, EscrowTech will not release the
Deposit Materials to the Beneficiary until the dispute
s resolved by Owner and the Beneficiary in
accordance with Section 19 or by court order. Such
resolution will determine whether or not the
Beneficiary is entitled to receive the Deposit
Materials. EscrowTech has no obligation to
determine whether or not the Beneficiary is entitled to
the Deposit Materials.
Beneficiaryis entitled to a release of only a portion of
the Deposit Materials (e.g., Deposit Materials
corresponding to unlicensed versions - see (f) below),
it is the responsibility of Owner to indicate this in a
written notice to EscrowTech and to clearly identify
in such notice the portion of the Deposit Materials
that should be released to the Beneficiary and what
should not be released. This notice must be given
promptly and must be received by EscrowTech within
the above Waiting Period. If the Beneficiary believes
that it is entitled to more than said portion of the
Deposit Materials, then this dispute shall be resolved
in accordance with Section 19.
(f) Unlicensed Versions. A Beneficiary is not
entitled to receive Deposit Materials corresponding to
Software versions not licensed or provided by Owner
to Beneficiary. [For example, if the Deposit
Materials correspond to versions 1.0, 2.0, 2.1 and 3.0
of the Software, but only versions 2.0 and 2.1 are
licensed to the Beneficiary, then the Beneficiary is
only entitled to a release of the Deposit Materials
corresponding to versions 2.0 and 2. 1.] If applicable,
it is the responsibility of Owner under (e) above to
inform EscrowTech of the specific Deposit Materials
which should not be released to the Beneficiary. In
the absence of such information, EscrowTech may
release all of the Deposit Materials in the Escrow or
all of the Deposit Materials requested by the
Beneficiary under (a) above.
12. Release of Deposit Materials -Owner's
Ltstruction. Upon receipt of notice and instruction
from Owner and the receipt of the Release Fee,
EscrowTech shall release the Deposit Materials to the
Beneficiary designated in the instruction.
13. Copies. Because there are multiple
Beneficiaries under this Escrow, any Deposit
Materials released to Beneficiaries under this
Agreement may be in the form of copies of the
Deposit Materials. EscrowTech may copy the
Deposit Materials for the purposes of this Agreement.
Such copies shall be considered Deposit Materials for
the purposes of this Agreement.
14. Use of Released Deposit Materials.
Deposit Materials released to a Beneficiary under this
Agreement may only be used by the Beneficiary as
pe mitted in its Beneficiary Registration Form
("Permitted Use"). Owner hereby licenses the
Beneficiary to practice the Permitted Use. Although
Beneficiary is not entitled to receive any Deposit
Materials until after a release under this Agreement,
this Permitted Use license is granted as of the date the
applicable
Beneficiary Registration Form is first
(e) Partial Release. If Owner believes that the
Page 19 of 25
signed by Beneficiary or Owner and shall predate any
bankruptcy petition subsequent to such date. If this
Agreement and/or the License Agreement are/is
rejected by Owner as a debtor in possession or by a
trustee or by any other person or entity under the U.S.
Bankruptcy Code, then the Beneficiary may elect to
retain this Permitted Use license as part of the rights
it may retain in accordance with Section 365(n) of the
U.S. Bankruptcy Code. This shall not negate,
prejudice or limit any other rights which the
Beneficiary may have.
I5. Fees. EscrowTech shall receive the
following fees and payments:
(a) Annual Fee. Beginning on the date of
this Agreement and on each anniversary thereafter
until termination of the Escrow, Owner shall pay an
Annual Fee to EscrowTech in accordance with the
Fee Schedule (Exhibit B). The Annual Fee is payable
at the beginning of the contract year to which it is
applicable.
(b) Beneficiary Fees. For each Beneficiary,
the Beneficiary Fee will be paid to EscrowTech in
accordance with the Fee Schedule (Exhibit B). The
Beneficiary Fee is first payable at the time of
registration. This entitles the Beneficiary to
registration for the remainder of the contract year in
which the Beneficiary Fee is paid. Thereafter and
until the Beneficiary ceases to be a "Beneficiary" (see
Section 16), the Beneficiary Fee will be paid to
EscrowTech in advance for each subsequent contract
year. "Contract years" are based on the date of this
Agreement and anniversaries thereof.
(c) Excess Update Fee. Four Updates to the
Escrow per contract year are included at no extra
charge. If more than four Updates are made in a
contract year, Owner shall pay the Excess Update Fee
(see Exhibit B) to EscrowTech for each extra Update.
Any deposits of Deposit Materials for designated
Beneficiaries under Section 7(f) shall be deemed
Updates for the purpose of this Excess Update Fee.
(d) Release Fees. Each Beneficiary
requesting a release of any Deposit Materials under
Section 11 shall pay the Release Fee (see Exhibit B)
to EscrowTech. If any Deposit Materials are released
to a Beneficiary at the instruction of Owner under
Section 12, Owner shall pay the Release Fee to
EscrowTech.
(e) Excess Storage Charges. If the storage
requirement for the Deposit Materials exceeds two
Charge (see Exhibit B).
(f) Increases. The fees set forth in Exhibit B
are fixed for the first three years of this Agreement.
Thereafter, fees are subject to reasonable increase by
EscrowTech upon written notice. EscrowTech's then-
cmrent fees shall be payable.
(g) Costs. Each Beneficiary shall pay
EscrowTech for reasonable costs incurred by
EscrowTech in releasing, copying and delivering the
Deposit Materials to the Beneficiary. All other out-
of-pocket costs reasonably incurred by EscrowTech
in connection with this Agreement are reimbursable
by the applicable Beneficiary and Owner to
EscrowTech. Costs are not included in the above fees
and are payable in addition to the above Fees.
16. Termination of Beneficiary's
Registration. A Beneficiary's registration will
terminate and the Beneficiary will cease to be a
"Beneficiary" under this Agreement if any of the
following occurs:
(a) The Beneficiary
gives written notice of
such termination to EscrowTech.
(b) The Beneficiary's License Agreement
tenr»nates. [If the License Agreement consists of
more than one agreement and if less than all such
agreements terminate, then the License Agreement
shall consist of the unterminated agreements and the
Beneficiary shall continue as a "Beneficiary" under
th s Agreement.] In the event of such termination, the
Beneficiary and Owner will give written notice
thereof to EscrowTech. If such notice is given by
Owner, but not the Beneficiary, then EscrowTech
may send notice thereof to Beneficiary and if
EscrowTech does not receive a written objection
from Beneficiary within three weeks after the date of
EscrowTech's notice, then EscrowTech may
terminate the Beneficiary's registration.
(c) The Beneficiary
breaches this Agreement
and does not cure such breach within 30 days of
written notice of such breach, and EscrowTech gives
notice of termination to the Beneficiary.
(d) The Escrow terminates.
EscrowTech will have no obligation or liability to the
Beneficiary after termination of its registration.
Termination of a Beneficiary's registration shall not
affect the other Beneficiaries.
cubic feet,
then Owner will
pay the
Excess Storage
Page 20
of 25
17I Termination of Escrow. Subject to
Section 18, this Escrow may be terminated by either
Owner or EscrowTech upon 90 days advance written
notice of termination to the other Party and to the
Beneficiaries. Termination will not be effective until
the end of the 90 day period (and any extension
pursuant to Section 18). If a Release Condition
occurs and EscrowTech is given written notice
thereof under Section 11(a) prior to the date of
termination, then the Escrow will not terminate
without the written consent of the affected
Beneficiaries. Upon termination of the Escrow, the
following shall apply:
(a) EscrowTech shall either return the Deposit
Materials to Owner or destroy the Deposit Materials,
whichever Owner requests. If destruction is
requested, EscrowTech will certify in writing to
Owner that such destruction has occurred.
(b) EscrowTech shall have no obligation or
liability to Owner or any Beneficiary after
termination.
(c) Termination of the Escrow shall not affect
any rights and licenses granted to EscrowTech or a
Beneficiary with respect to Deposit Materials
released to (or which should be released to) the
Beneficiary because of a Release Condition occurring
prior to the date of termination.
18. Establishment of Substitute Escrow.
During the 90 day period under Section 17, Owner
shall establish a substitute escrow of the Deposit
Materials with a third party escrow agent for the
benefit of each Beneficiary. The substitute escrow
must be approved by the Beneficiary, but such
approval will not be unreasonably withheld or
delayed. If necessary, this matter shall be resolved in
accordance with Section 19. If more than 90 days is
needed to establish the substitute escrow and if
EscrowTech receives written notice from Owner or a
Beneficiary of such need prior to the end of such 90
days, then the 90 day period under Section 17 shall be
extended as reasonably necessary and the Escrow
shall not terminate until EscrowTech receives written
notice from Owner that the substitute escrow has been
established and approved. Owner has no obligation
to establish a substitute escrow if all License
Agreements for all Beneficiaries have terminated or if
none of the Beneficiaries request a substitute escrow
within three weeks after an written inquiry thereof
from Owner to each Beneficiary.
dispute between any two or more of the Parties
relating to this Agreement or the Escrow, they shall
first seek to settle the dispute by mutual agreement.
If they have not reached a settlement within one
week, then any disputing Party may thereafter submit
the dispute to arbitration, and if so submitted, such
dispute shall be finally settled by arbitration
conducted in accordance with the commercial
arbitration rules of the American Arbitration
Association or its successor. The disputing Parties
shall attempt to mutually agree upon a neutral
arbitrator. If the disputing Parties cannot reach such
agreement, they shall request the American
Arbitration Association or its successor to designate a
neutral arbitrator. Any arbitration involving
EscrowTech as a party shall be conducted in Salt
Lake City, Utah. Any arbitration to which
EscrowTech is not a party shall be conducted in
Owner's city as indicated at the beginning of this
Agreement. This Section does not apply to any
dispute between two Beneficiaries that does not
include EscrowTech or Owner as a party to such
dispute. The institution of any arbitration proceeding
hereunder shall not relieve any Party of its obligation
to make payments under this Agreement. The
decision by the arbitrator shall be binding and
conclusive upon the Parties, their successors, assigns
and trustees and they shall comply with such decision
in good faith, and each Party hereby submits itself to
the jurisdiction of the courts of the place where the
arbitration is held, but only for the entry of judgment
or for the enforcement of the decision of the arbitrator
hereunder. Judgment upon the award may be entered
in any court having jurisdiction.
20. Protection of Deposit Materials.
EscrowTech shall keep the Deposit Materials
delivered to it in secure storage and shall keep the
contents thereof confidential. If any of the Deposit
Materials are damaged, destroyed or lost by fire,
theft, accident, or other mishap or cause, Owner shall
promptly submit to EscrowTech such Updates or
replacements as are necessary to replace the
damaged, destroyed or lost Deposit Materials. There
shall be no Excess Update Fees charged for such
Updates or replacements.
21. Indemnification. In the event that
EscrowTech takes any action or inaction at the
request or demand of Owner or a Beneficiary, then
the Owner or Beneficiary making such request or
demand shall indemnify and hold harmless
EscrowTech and its directors, officers, employees,
shareholders, and representatives from and against
any and all liabilities, claims, judgments, damages,
19. Dispute Resolution. In the event of any losses and expenses, including attorneys' fees, arising
Page 21 of 25
out of or relating to such action or inaction.
22. Depository Only. EscrowTech acts
hereunder as a depository only and is not responsible
or liable for the completeness, accuracy, suitability,
state, format, safety, quality, content, sufficiency,
correctness, genuineness or validity of the Deposit
Materials or any document submitted to EscrowTech
or the execution of the same or the identity, authority,
or rights of any person executing or depositing the
same. EscrowTech is not responsible for any loss of
Deposit Materials due to defective, outdated, or
unreliable storage media (e.g., CD ROMs, magnetic
tape, disks, etc.) or for the degradation of storage
media.
23. Uncertainty. Notwithstanding anything in
this Agreement to the contrary, if EscrowTech is
uncertain as to any duty, obligation, demand, or right,
EscrowTech may hold the Deposit Materials and
refrain from taking any action and wait for a final
resolution under Section 19 or a court order.
24. Reliance. EscrowTech shall no[ incur any
liability in acting upon any notice, request, waiver,
consent, receipt or other paper or document believed
by EscrowTech to be genuine and to be signed by the
proper party or parties, or in acting upon any
resolution under Section 19 or any court order.
25. Extraordinary Services. In addition to
the fees and charges for the usual services of
EscrowTech under this Agreement (see Section 15
and Exhibit B), EscrowTech shall be entitled to
additional reasonable compensation should
EscrowTech be requested or required to perform any
additional or extraordinary service; and EscrowTech
shall be reimbursed for any out-of-pocket expenses
(including, without limitation, travel expenses and
fees of counsel) reasonably incurred in connection
with such additional or extraordinary services.
Extraordinary services include, but are not limited to,
any involvement of EscrowTech, at the request or
demand of Owner or a Beneficiary, in any arbitration
or litigation between Owner and the Beneficiary.
26. Disclaimer. ESCROWTECH MAKES
NO WARRANTY NOT EXPRESSLY SET
FORTH HEREIN. ANY IMPLIED
WARRANTIES ARE DISCLAIMED AND
EXCLUDED BY ESCROWTECH.
27. Limitation on Liability
. FOR ANY
AND ALL CLAIMS AND CAUSES OF ACTION
(INCLUDING WITHOUT LIMITATION
BREACH OF CONTRACT TORT,
MALPRACTICE, ETC.), ESCROWTECH'S
AGGREGATE LIABILITY TO OWNER AND
THE BENEFICIARIES SHALL NOT EXCEED
THE TOTAL FEES PAID TO ESCROWTECH
UNDER THIS AGREEMENT. IN NO EVENT
SHALL ESCROWTECH BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL,
EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES OR LOSS OF PROFITS,
REVENUES OR BUSINESS, EVEN IF ADVISED
OF THE POSSIBILITY THEREOF.
28. Literpretation. The wording used in this
Agreement is the wording chosen by the Parties to
express their mutual intent, and no rule of strict
construction shall be applied against or in favor of
any Party. Section headings are for convenience
only, and do not limit or affect the provisions of this
Agreement or their interpretation.
29. Entire Agreement. This Agreement
constitutes the entire agreement of the Parties relating
to the Escrow. This Agreement sets forth all the
duties and obligations of EscrowTech with respect to
any and all matters relating to this Agreement, the
Escrow or the Deposit Materials. EscrowTech has no
implied duties or obligations.
30. Force Majeure. Except for obligations to
make payment, no Party shall be liable for any Failure
to perform arising from causes beyond its control,
including, but not limited to, fire, storm, flood,
earthquake, explosion, accident, theft, terrorism, acts
of public enemies, war, insurrection, sabotage, illness,
or disputes or shortages, product shortages, failure
or delays in transportation, inability to secure
materials, parts or equipment, acts of God, or acts of
any governmental authority or agency thereof.
31. Governing Law.
This Agreement, the
Escrow and the relationship of EscrowTech with
Owner and each Beneficiary shall be governed and
construed under and in accordance with the laws of
the state of Utah without regard to conflict of laws
principles. Furthermore, in the event of any litigation
or arbitration between EscrowTech and Owner or
between EscrowTech and any Beneficiary, such
gation or arbitration shall be conducted exclusively
in Salt Lake City, Utah and the Parties hereby agree
and submit to such jurisdiction and venue.
32. Notices. All notices under this Agreement
shall be in writing and shall be delivered to the
address indicated for the intended Party at the
beginning of this Agreement or, in the case of a
Beneficiary, on Beneficiary's Registration Form, or to
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such substitute address as any Party may designate for
itself by proper notice to the other Parties. It is the
responsibility of each Parry to keep the other Parties
informed of its address and telephone and fax
numbers (except that a Beneficiary is not obligated to
keep other Beneficiaries informed of this
information).
33. Modification. This Agreement may only
be modified, amended or rescinded by a writing
signed by all affected Parties.
34. Assignment. This Agreement may be
assigned by a Party to a successor who acquires
substantially all of such Party's business assets
relevant to the subject matter of this Agreement. The
assigning Party shall give notice thereof to the other
affected Parties and shall deliver to such other
affected Parties a copy of the successor's written
agreement to accept or assume this Agreement.
35. Execution. This Agreement may be
executed in any number of counterparts, each of
which shall be deemed an original, but all of which
taken together shall constitute one and the same
instrument. The persons signing below represent that
they are duly authorized to execute this Agreement
for and on behalf of the Parry for whom they are
signing.
Page 23 of 25
SOFTWARE ESCROW AGREEMENT
BENEFICIARY REGISTRATION FORM
Owner: CRW Systems, Ilrc Escrow No. 5794 -MB
Beneficiary: City of Pasco, WA Tel.:
Fax:
Contact:
E -Mail:
This Beneficiary Registration Form applies to the above -identified Escrow and the Software Escrow Agreement dated
November 21, 2003 to which Owner and EscrowTech International, Inc. ("EscrowTech") are parties (the "Escrow
Agreement").
Owner and Beneficiary have entered into one or• more other agreements identified below:
AGREEMENT FOR THE INSTALLATION AND USE OF
PERMIT, PLANNING and CODE ENFORCEMENT SOFTWARE
Such agreements) (including addendums or amendments thereto, if any) is (are) referred to in the Escrow Agreement as
the "License Agreement."
Beneficiary has received and reviewed a copy of the Escrow Agreement. Beneficiary agrees to the terms and conditions
of the Escrow Agreement and is hereby made a Party thereto. Beneficiary is entitled to the rights and benefits of a
"Beneficiary" under the Escrow Agreement and accepts the obligations of a "Beneficiary" under the Escrow Agreement.
Appendix 1, att
ached hereto, is part of this Beneficiary Registration Fonn and describes the Release Condition and
Permitted Use applicable to the Beneficiary under the Escrow Agreement.
Date of this Beneficiary Registration: � '�� (j 7J!
ACCEPTED AND AGREED TO BY BENEFICIARY AND OWNER:
Benefrciary City o Pasco, Washington Owner: CRW Systems, Inc.
Author' e gn ore Authorized Signature
For EscrowTech Only!
Date Received by EscrowTech: EscrowTech Signature:
Page 24 of 25
SOFTWARE ESCROW AGREEMENT
BENEFICIARY REGISTRATION FORM
APPENDIX 1
RELEASE CONDITION
The Release Condition shall be deemed to have occurred if any of the following is satisfied:
a. Owner files a petition for protection under the U.S. Bankruptcy Code, or an involuntary petition in
bankruptcy is filed against Owner and is not dismissed within 60 days thereafter.
b. Owner defaults in its obligation to provide maintenance and support services as required by the License
Agreement (or any other contract with Beneficiary), and fails to cure such default within 10 days after
receiving written notice of the default from Beneficiary. The notice must describe the default and state
the action which Beneficiary believes is necessary to cure the default.
c. Beneficiary becomes entitled to a release of the Deposit Materials (i.e.source code for the Software)
pursuant to the terms of the License Agreement. ,
PERMITTED USE OF RELEASED DEPOSIT MATERIALS•
In the event that the Deposit Materials are released to Beneficiary, the following shall apply:
a. Beneficiary may only use the Deposit Materials to maintain, modify and enhance the Software. The
maintained, modified and enhanced Software may only be used in accordance with the License
Agreement.
b. Beneficiary may not disclose the Deposit Materials to any third party and shall keep the Deposit
Materials confidential, except as provided below.
C, Beneficiary may engage the services of independent contractors (e.g,, computer programmers or an
outsourced maintenance service) to assist Beneficiary in exercising its Permitted Use rights. Each such
independent contractor must agree in writing that it/he/she will not disclose or transfer the Deposit
Materials to any other person, and will not use the Deposit Materials for any purpose other than to assist
Beneficiary in exercising its Permitted Use rights. These restrictions shall not limit or negate the rights,
if any, of the independent contractor with respect to materials that are similar or identical to the Deposit
Materials and are lawfully received by the independent contractor from a source other than Beneficiary
(e.g., a maintenance service that receives similar or identical materials from other beneficiaries or
licensees).
d. Items a., b. and c. above are subject to such additional rights or limitations as may be set forth in a
provision, if any, in the License Agreement which addresses use of the released Deposit Materials by
Beneficiary.
The Permitted Use is a fully paid-up license and may not be revoked, terminated or rejected without
Beneficiary's written consent. This Permitted Use license also includes the right to use and copy the binary,
executable and object code versions of the Software and the maintained, modified and enhanced versions of
Software created from or with the Deposit Materials.
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