Res 2016-163/approving the procurement of NeoGov Applicant Tracking Software System licenses, support and maintenance from SHI Government Solutions through and in accordance with the State of Texas Department of Information Resources Contract #DIR-SDD-25

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correction may take the form of software or hardware agencies that have monitoring or auditing additions, modifications, or deletions, or the responsibilities for the Agreement will have access to provision of substitute software or hardware which any books, documents, papers and records of the meets the system functions as specified in the Contractor which are directly pertinent to the Agreement. All software and hardware additions, Agreement for the purpose of making audit, modifications, and substitution will integrate fully examination,excerpts,copying and transcriptions. with other software and hardware packages in the system. (c) The Contractor will furnish to the City at such time and in such form as the City may require, 5. Contractor as Independent Contractor financial statements including audited financial statements, records, reports, data and information, as It is expressly agreed that the Contractor is an the City may request pertaining to the matters covered independent contractor, and not an employee, agent, by the Agreement. Information provided pursuant to partner or joint venturer with the City. The this subsection will be held in strict confidence to the Contractor will not pledge or attempt to pledge the extent permitted by applicable law. credit of the City. 8. Ownership of Data and Use of Documents 6. City's Responsibilities (a) All documents prepared by the Contractor (a) The City will provide information to the specifically for the City in connection with the Contractor regarding the City's requirements for the Agreement are the property of the City whether any Contractor's services under this Agreement. The City project related to this Agreement is executed or not. will furnish the Contractor with copies of official City policies and procedures, and other data and (b) The City will maintain ownership and control of information pertinent to this Agreement and in the all data files generated by the City using any software City's possession as needed by the Contractor, at the provided by the Contractor. Contractor's request. (c) The Contractor will retain all of its records and (b) The City will designate an authorized supporting documentation relating to the Agreement, representative to act on the City's behalf with respect and not delivered to the City, for a period of three to this Agreement. years, except that in the event the Contractor goes out of business during that period, it will turn over to the (c) The City will provide all information; examine City all of its records relating to the Project for documents and information submitted by the retention by the City. Contractor and render responses and decisions to the Contractor on issues requiring a decision by the City 9. Patent Fees and Royalties as expeditiously as possible for the orderly progress of the Contractor's services. (a) If applicable, the Contractor will pay all license fees, royalties, and other costs incident to the use of (d) The City will be responsible for any other item any invention, design, process, product or device listed specifically as the City's responsibility under subject to a patent right or copyright held by others in Attachment A,scope of Work as applicable. performing the work or in the completed project. 7. Contractor's Records 10. Breach (a) All expense records of the Contractor related to the Agreement will be kept on a recognized The City will have the right to declare the Contractor accounting basis acceptable to the City and will be in breach of the Agreement for cause when the City available to the City at mutually convenient times. determines that this Agreement has not been (applies only if the Contractor is to be reimbursed for performed in accordance with its written terms and any expenses). conditions. (b) The City, its auditors and federal and state Ts&Cs High Tech Procurement 2015 2