ORDER N0.29145
KERR COUNTY ATTORNEY
Hot Check Collections
Came to be heard this the 25`" day of April 2005, with a motion made by Commissioner
Letz, seconded by Commissioner Baldwin. The Court unanimously approved by vote of
4-0-0 the Papcon Software Contract used in association with the hot checks collection.

' ~` COMMISSIONERS' COURT AGENDA REQUEST
l~
PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS
REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT.
MADE BY: Rex Emerson
MEETING DATE: April 25, 2005
OFFICE: County Attorney
TIME PREFERRED:
SUBJECT: Seeking approval of the Papcon software contract used in association with the
hot checks collection department.
EXECUTIVE SESSION REQUESTED:
NAME OF PERSON ADDRESSING THE COURT: Rex Emerson
ESTIMATED LENGTH OF PRESENTATION: 5 minutes
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in
accordance with Title 5, Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays:
5:00 P.M. previous Tuesday.
THIS REQUEST RECEIVED BY:
THIS REQUEST RECEIVED ON:

All Agenda Requests will be screened 6y the County Judge's Office to determine if adequate
information has been prepared for the Court's formal consideration and action at time of Court
Meetings. Your cooperation will be appreciated and contribute towards you request being
addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners'
Court.
Software Support Agreement
THIS AGREEMENT by and between PAPCON (hereinafter "Licensor") and Kerr County
(hereinafter "Client") is made and entered into this date of
1. SCOPE. This Agreement covers support services that Client hereby request Licensor provide
for the Program(s) licensed from Licensor under the terms and conditions of the End-User License
Agreement.
2. QUALIFICATION FOR SERVICE. Licensor will provide the support described in this
Agreement for Licensed Programs if: (1) Licensor has an executed copy of this agreement on file,
(2) Licensor has an executed copy of the End-User Agreement on file and that Agreement is still in
effect, (3} Client's computer(s) contain a modem and remote support software (as specified by the
Licensor) which allows Client's computer to be remotely accessed, and (4) Client's account balance
with the Licensor is current at any time that support services are required or Program updates become
available.
3. SUPPORT SERVICES. For each Program covered under the End-User Agreement, Licensor
currently provides the following support services:
a) Telephone assistance from 8:OOam to S:OOpm CST Monday through Friday,
excluding regularly scheduled holidays observed by the Licensor.
b) Modem assistance, during the times described above, on a toll basis.
c) All updates and new releases, at no additional cost, for the Programs covered by this
Agreement.
4. EXCLUSIONS. The following are expressly excluded from the support services:
a) Support for a release of a Program which has been declazed non-supported by the
Licensor. Client will be notified 90 days prior to any such declaration by Licensor. If
the Client account with Licensor is current, Client will have been shipped any new
releases (current releases), if the Client has let support lapse and thereby not kept
current on releases, Client will be permitted to resubscribe to support at current fees
and thereby receive an upgrade to the current supported release of a program.
Nothing in this subsection gives the Licensor the right to declare a current release of
a program non supported.
b) Custom developed software and/or modifications to Licensor's Program executed by
anyone other than Licensor.
c) Rights to separately priced and marketed programs which Licensor develops. Such
programs will be offered as options which Client may choose to license.
d) This Agreement covers only ongoing support of the Programs. Training services are
available separately.
Support Agreement per?
5. SPECIAL SITUATIONS. Licensor may charge an additional fee $8'7.50 per hour plus
travel expenses (if incurred) for providing support services in the following instances:
a) Client support request is due to the Program being run on equipment or in
combination with other software not approved by Licensor.
b) Program's data files have been modified by personnel other than those of Licensor by
using programs other than standard application programs licensed by Licensor.
c) A reinstallation of the Program and/or data files is required and either current
functioning backup does not exist or the original Program media is not available.
6. CONFIDENTIALITY. Subject to the requirements of the Tex. Gov't Code Chap. 552 et seq.,
as amended (the "Public Information Act"), all support material received from Licensor is subject to
the confidentiality and proprietary rights provisions described within the End-User Agreement. Use
of the support materials Client receives will be subject to the terms and conditions of the End-User
Agreement. All support material is the property of the Licensor.
Nothing in this agreement shall require Client to violate the Public Information Act. To the
extent, if any, that any provision of this agreement is in conflict with the Public Information Act, the
same shall be of no force and effect. Furthermore, it is expressly understood and agreed that Client,
its officers and employees may request advice, decisions and opinions of the Attorney General of the
State of Texas in regard to the application of the Public Information Act to any items or data
furnished to Clientand/or whether or not the same are available to the public. It is fizrther understood
that Client, its officers and employees shall have the right to rely on the advice, decisions and
opinions of the Attorney General of the State of Texas, and that Client, its officers and employees
shall have no liability or obligations to licensor for the disclosure to the public, or to any person or
persons of any items or data furnished to Client by Licensor in reliance on any advice, decision or
opinion of the Attorney General of the State of Texas.
7. BILLING. Support fees are $412.00 per annum subject to reasonable inflation increases not to
exceed ten percent (10°fo).
8. REPRESENTATIONS. Licensor represents that for a period of 90 days from the installation
date of the Program, providing such installation is on hazdwaze approved by Licensor, new releases
of the Program will perform substantially in accordance with the specifications, features and
functions that are described in current Program documentation and in the standard user manual.
Upon written notification from Client that new releases do not perform as warranted, and Licensor
determines that to be the case, Licensor will modify the new release so that it does OR allow Client
to continue operation of the previous release of the Program.
Support Agreement page 3
9. DISCLAIMER. Licensor and its suppliers disclaim all other warranties of any kind, express or
implied, oral or written, regazding support services, including, but not limited to, the warranties of
MERCHANTABILITY or fitness for a specific purpose.
10. LIMITATION OF LIABILITY. The maximum liability of Licensor for breach of this
Agreement shall be the amounts paid by Client to Licensor for the previous 12 month period under
the terms hereof and in no event shall Licensor's liability to Client exceed the total of the license fees
paid to Licensor by the Client. Neither party shall be liable for indirect, consequential, or special
damages.
Neither party shall be liable or deemed to be in default for any delay or failure in performance under
this Agreement or for any interruption in service, for any reason beyond its reasonable commercial
control; however, specifically excluded from this limitation aze failures of either party to perform for
economic reasons or for reason's of a party's inability to attract and retain competent personnel.
11. TERMINATION. Licensor may terminate this Agreement if : (1) The End-User License
Agreement has been terminated, (2) Client breaches this Agreement and does not cure the breach
within 15 days after Licensor notifies Client in writing of the breach, (3) Licensor provides Client 6
months written notification of cancellation. Client may terminate this Agreement by notifying
Licensor in writing 0 days in advance. The termination date will be 90 days from the date on which
Licensor receives such notice. Regardless of the reason for the termination of this Agreement, any
outstanding account balance Client has with Licensor is due an payable immediately upon
termination.
Upon termination of this Agreement, the provisions of this Agreement relating to confidentiality,
disclaimer and limitation of liability will survive and remain in full force and effect.
12. EXCLUSIVITY. This Agreement is the complete and entire agreement of the parties
concerning support services for Programs.
Support Agreement Page 4
13. NIISCELLANEOUS.
a) Licensor will nat be in default if it fails in its performance under this Agreement if
the failure arises, directly or indirectly, out of causes beyond control or foreseeability
of Licensor.
b) Client may only transfer its rights and obligations under this Agreement if Client
transfers its rights to all Programs. Any and all such transfers must be approved by
Licensor in writing, prior to such transfer.
c) This Agreement will be governed, construed, and interpreted in accordance with the
laws of the State of Texas. The exclusive jurisdiction and venue over any action, suit
or other legal proceedings that may arise out of this agreement will be in the federal
ar state courts of Kerr County in the State of Texas.
d) Neither parry will not by mere lapse of time without giving notice or taking any other
action under this Agreement be deemed to have waived any breach by the other party
of any of the provisions of this Agreement.
e) All notices and other communications required or permitted to be given under this
Agreement will be in writing and will be considered effective when mailed by
registered or certified mail or hand delivered.
CLIENT:
PAPCON:
BY' By' -
Title: ('t~ttn ~.u *~ie ~ Title:
End-User License Agreement
THIS AGREEMENT by and between PAPCON {hereinafter "Licensor") and Kerr County
(hereinafter "Client") is made and entered into this date of
I. LICENSE
Licensor hereby grants to Glient, and Client accepts on the terms and conditions set forth
herein, a personal, nontransferable, nonexclusive and perpetual license to use the program products
and related materials consisting of the PAPCON Hot Check Recovery Software (hereinafter
"PAPCON Software"). Licensor agrees to furnish both the Source Code and the Object Code Run
Time Module, however, Client has no right of airy nature or kind whatsoever pursuant to this
Agreement to distribute the Source Code or Object Code of said PAPCON Software. Licensor
agrees to provide standard program documentation for the PAPCON Software including but not
limited to standard user manuals.
II. COST and BILLING
In addition to payment of the license fees for the PAPCON Softwaze, Client shall pay to
Licensor during the term of this agreement the current established billing rate, eighty-seven and
SO/100 dollars {$87.50) pet hour, for any additional modifications, consulting, and training required
by Client, plus reasonable and necessary travel and living expenses incurred by the Licensor's
employees while traveling pursuant to this Agreement. lnnnn-emergency situations, Licensor sYiall
provide client a quotation ofestimated costs for the project. Licensor shall not move forward with
project until Licensor receives a purchase order from Client. Licensor shall invoice Client for any
said additional modifications, consulting, training, travel or other expenses weekly and payment of
said invoice shall be made by Client in full within terms stated on the invoice. Licensor shall submit,
at Client's request, documentation reasonably sufficient to support these charges.
In the event Licensor has scheduled a site visit of its representatives to any Client's sites to
perform its duties hereunder, Client shall notify licensor at least fifteen (1S) days in advance if
scheduled visits have to be cancelled or rescheduled. If the required notice is not given, Client shall
reimburse Licensor for all actual and reasonable expenses incurred by the Licensor in attempting to
make the scheduled visit.
Client shall be and remain responsible for all taxes imposed on it or on Licensor by reason of
the operation of this Agreement or in any way measured by this Agreement, the licensed PAPCON
Software, or any portion thereof, except for corporate or other income taxes imposed upon the
Licensor.
III. TERM
This License is a perpetual license which is effective from the date of its execution by the
parties hereto.
License Agreement Page 2
IV. WARRANTY
Licensor warrants that, for a period of twelve (12) months from delivery to Client, said
PAPCON software installed hereunder shall be free of defects, including but not limited to
programming errors and logic errors and that software will perform functions described in the
documentation for the applicable software package. Licensor warrants telephone response within two
(2) hours of the notification by Client of defect, error, or other malfunctioning of the softwaze.
In the event that a breach of the foregoing warranty occurs, Licensor shall correct the defect
giving rise to the breach at its own expense. Client agrees to provide, at its expense, telephone access
to its computer during the life of this warranty for Licensor's use to correct any said defect. Client
shall grant Licensor's employees with a reasonable amount of prime processing time on Client's
equipment to correct any said defects covered by this warranty. Such processing time shall be
provided reasonably promptly. Licensor shall have no responsibility for performance of its duties
hereunder if Client interferes with Licensor's ability to perform its duties hereunder. EXCEPT AND
TO THE EXTENT EXPRESSLY PROVIDED IN THIS PARAGRAPH AND IN LIEU OF ALL
OTHER WARRANTIES, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO ,ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE. Except as set forth herein this Paragraph, Licensor shall
have no other liability, including without limitation liability of any nature or kind for business
interruption, lost profits, special or consequential damages of Client, to Client with respect to the
performance of said PAPCON software,
Client shall itself be exclusively responsible for the supervision management and control of
its use of said PAPCON Software, including, but not limited to, assuring proper machine
configuration, audit controls and operating methods, establishing adequate backup-up plans in the
event of a licensed software malfunction, and implementing sufficient procedures and checkpoints to
satisfy Client's requirements for security and accuracy of input and output as well as restart and
recovery in the event of a malfunction. Client shall reimburse Licensor at Licensor's published rates
in effect at the time if the defect is the result of Client's failure or omission of said supervision and
control or Client's misuse of its computer system or erroneous Client programming.
This warranty hereinabove set forth shall be null and void if the PAPCON Software or any
portion thereof included under this warranty is modified in any way during the warranty period or
otherwise by Client or any other party.
License Agreement Page 3
V. AUTHORITY
Licensor represents and warrants that it has the authority to perform its obligations hereunder,
and that such performance is not in violation of any law, or in breach of any agreement or covenant
to which it is a party or otherwise bound, and Licensor shall indemnify and hold Client harmless
from any losses or damages suffered as a result of a claim of infringement of a patent, copyright, or
other industrial or intellectual property right of another arising out of Client's use of PAPCON
Software pursuant to and in accordance with the terms and conditions of this License Agreement.
VI. CONFIDENTIALITY
Subject to the requirements of Tex. Govt Code Chap. 552 et seq., as amended (the "Public
Information Act"), Client hereby agrees and covenants that said PAPCON Software and each and
every portion thereof--including without limitation each and every program product and related
material, all documentation and related information supplied to Client pursuant to or in connection
with this License Agreement, all drawings, Source Code, computer program listings, techniques,
algorithms, and process and technical and marketing information (herein this Section referred to
collectively as "confidential material and information")--aze and remain the exclusive property of
Licensor, even though licensed to Client hereunder, and that said confidential material and
information is and shall be deemed to be trade secrets and proprietary data, even when not so
mazked, and shall be treated confidentially by Client and its employees, agents, assigns or
representatives and shall not be disclosed for any reason to any person without prior written consent
of Licensor or unless specifically and expressly authorized. by this License Agreement.
Nothing in this agreement shall require Client to violate the Public Information Act. To the
extent, if any, that any provision of this agreement is in conflict with the Public Information Act, the
same shall be of no force and effect. Furthermore, it is expressly understood and agreed that Client,
its officers and employees may request advice, decisions and opinions of the Attorney General of the
State of Texas in regard to the application of the Public Information Act to any items or data
furnished to Client and/or whether or not the same are available to the public. It is further understood
that Client, its officers and employees shall have the right to rely on the advice, decisions and
opinions of the Attorney General of the State of Texas, and that Client, its officers and employees
shall have no liability or obligations to licensor for the disclosure to the public, or tv any person or
persons of any items or data famished to Client by Licensor in reliance on any advice, decision or
opinion of the Attorney General of the State of Texas.
License Agreement Page 4
VII. LIMITATIONS OF LIABILITY
The maximum liability of Licensor for breach of this Agreement shall be the amounts paid by
Client to Licensor under the terms hereof and in no event shall Licensor's liability to Client
hereunder exceed the total of the license fees paid to Licensor hereunder by the Client. Neither parry
shall be liable to the other for indirect, consequential, or special damages.
Neither parry shall be liable or deemed to be in default for any delay or failure in performance
under this Agreement or for any interruption in service, for any reason beyond its reasonable
commercial control; however, specifically excluded from this limitation are failures of either parry to
perform for economic reasons or for reasons of a party's inability to attract and retain competent
personnel.
VIII. OWNERSHIP
Licensor has and retains full ownership rights to said PAPCON Softwaze furnished pursuant
to this License Agreement. Client shall have the right for its individual use, pursuant to the terms and
conditions of this License Agreement, of said PAPCON Software but shall have no right hereunder
or otherwise to assign, sub-license, or transfer in any manner whatsoever any portion or all its rights
of license under this Agreement, except to SUCCESSORS IN OFFICE. No right to print or copy, in
whole or in part, the licensed software hereunder is granted, except as expressly provided hereunder,
and Client agrees not to copy, in whole or in part, any licensed software provided hereunder. It is
expressly agreed and understood that Client is the Office of an elected official, and that a change in
the officeholder has no effect on the perpetual license granted hereunder to the Office.
IX. TERMINATION AND CANCELLATION
Licensor may terminate/cancel Agreement and any license granted to Client hereunder if:
(a) Client fails to pay Licensor any license fees or charges
(b) Client is in default of any other material provision ofthis Agreement and such default is not
cured within fifteen (15) days after Licensor gives Client written notice thereof; or
(c) Client becomes insolvent or seeks protection, voluntarily or involuntarily, under any
bankruptcy law.
In the event of any termination/cancellation of this Agreement or any license granted to the Client
hereunder, Licensor may:
(a) Require that Client cease any further use of licensed Software hereunder or any portion
thereof and immediately return the same and all copies thereof, in whole or in part; and
(b) Cease performance of all of Licensor's obligations hereunder without liability to Client.
License Agreement Page 5
Licensor's foregoing rights and remedies shall be cumulative and in addition to all other
rights and remedies available to Licensor in law or in equity.
Client may terminate/cancel Agreement if:
{a) Licensor is in default of any other material provision of this agreement and such
default is not cured within fifteen (15) days after Client gives Licensor written notice
thereof; or
(b) Licensor becomes insolvent ar seeks protection, voluntarily or involuntarily, under
any bankruptcy law.
In the event ofany termination/cancellation of this Agreement, Client may cease performance
of all of Client's obligations hereunder without liability to Licensor.
Client's foregoing rights and remedies shall be cumulative and in addition to all other rights
and remedies available to Licensor in law or in equity.
X. EXCLUSIVITY
This License Agreement constitutes the complete and entire agreement of the parties
concerning the subject matter hereof, and superseded any and all other agreements and
understandings, whether written or oral, and all other communications between parties relating to the
subject matter hereof. Client acknowledges that it has read this Agreement, understands it and agrees
to be bound by its terms and conditions. No amendments, modifications, or additions to this License
Agreement shall be binding unless in writing and signed by both parties. No delay in enforcing this
agreement or detecting a breach hereof shall be deemed a waiver of the rights of the non-breaching
Part3'•
XI. SEVERABILITY OF PROVISIONS
if any of the provisions of this Agreement are held to be invalid, illegal or unenforceable for
any reason, the remaining provisions of this Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein.
XII. ENFORCEMENT
In the event this Agreement must be enforced by any parry hereto, the prevailing party shall
be entitled to recover in addition to any other recovery, all costs and expenses in enforcing this
agreement.
License Agreement Page 6
XIII. NOTICE
Any notice required or permitted by the terms of this Agreement shall be made in writing and
shall be deemed given, whether actually received or not, five (5) days after deposit in the United
States mail, certified mail, return receipt requested, postage prepaid, and addressed to the party to
which directed at the address of the office of said party at the time of execution hereof, or at such
other address as is set forth in a notice given under the terms hereof.
XIV. GOVERNING LAW
This Agreement shall be construed, governed and interpreted according to the laws of the
state of Texas. The exclusive jurisdiction and venue over any action, suit or other legal proceeding
that may arise out of this agreement will be in the federal or state courts of Collin County in the state
of Texas.
XV. DEFINITIONS
"CPU" shall mean the single licensed central processing unit, and its associated equipment,
for which the use of the PAPCON Software is licensed.
"Source Code" shall be defined as a complete copy of the Software. Such Source Code shall
allow the Client to create an executable version of the Software.
"Use" shall mean the reading into and out of the Licensed PAPCON Software and the
execution of such Software, in whole or in part, by the CPU and any other similar use of the
Software.
CLIENT: PAPCON
sy: sy:
Title: Title:
Licensor Certification
PAPCON (hereinafter "Licensor"}hereby certifies that it has inspected the hardware
and software utilized by the HotCheck Unit in the County Attorney's Office in Kerr
County, Texas. Licensor has installed and tested the PAPCON software, and hereby
certifies that the Hardware and Software as set forth below are approved for licensing
and use:
Server/CPU Requirements: IBM-Compatible, Pentium PC/Server
With Windows/NT/2000/XP
Location:
Kerr County, Texas
Workstation Requirements:
Workstation # 1:
Workstation #2:
Workstation #3:
Workstation #4:
Workstation #5:
Workstation #6:
Workstation #7:
PAPCON:
IBM-Compatible, Pentium PC
WindowslNT/2000/XP
By:
Date:
Title: