AMENDMENT TO SHARED SERVICE CENTER COOPERATIVE OF NORTH TEXAS INTERLOCAL AGREEMENT

Transcription

1 AMENDMENT TO SHARED SERVICE CENTER COOPERATIVE OF NORTH TEXAS INTERLOCAL AGREEMENT THIS AMENDMENT IS ENTERED INTO BY AND BETWEEN the North Central Texas Council of Governments ( NCTCOG ), City of Arlington, City of Carrollton and City of Grand Prairie. The purpose of this Amendment is to revise the Shared Service Center Cooperative of North Texas Interlocal Agreement to account for changes that have occurred since its formation. WITNESSETH WHEREAS, NCTCOG; City of Arlington, City of Carrollton and City of Grand Prairie executed the Shared Service Center Cooperative of North Texas Interlocal Agreement in 2004; and, WHEREAS, it has become necessary to amend that Agreement; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, NCTCOG, City of Arlington, City of Carrollton and City of Grand Prairie do agree that these amendments shall be incorporated into the Agreement: Replace the existing like paragraphs with the following: Section 2.1 Administrative Agency Duties (a) Draft proposed budget for the SSB to consider annually. (b) Assign a Project Director to the SSC. (c) Staff SSB meetings, and draft and finalize SSB meeting minutes. (d) Recruit additional Participants and be responsible for negotiating an implementation agreement with any additional Participants; said implementation agreement to become part of the interlocal agreement between NCTCOG and the new Participant. (e) Collect membership dues and charges for its services to Participants. (f) Provide assistance to Participants resolving service issues or other disputes with vendors providing products and services to the SSC. Section 2.2 Administrative Agency Services (a) Provide Computer Data Center services and access to approved software and associated functionality. Initial functionality is defined in documents contained in Lawson Software End User Agreement entered into between NCTCOG and Lawson Software, Inc. in 2004 relative to the Shared Services Project, as amended by mutual agreement of the parties thereto; said agreement is incorporated herein by reference as if written word for word. Additional Functionality may be added in the future subject to approval to the SSB. The detailed products available to Participants are identified in Exhibit B, Products List. (b) Services provided and performance requirements of the SSC shall be in accordance with contract in effect with the vendor providing hosting and support services for the program.

2 Section 4.1 Participants Obligations (a) Each Participant will be responsible for paying its allocated portion of the operating cost for the SSC. The cost will cover the Administrative Agency s license fee, maintenance costs and the costs associated with operating the Shared Service Center. The methodology appears in Exhibit C, Budget Allocation Methodology. (b) Each Participant agrees to pay an annual SSC membership fee. This fee may be amended from time to time based on a vote of the SSB. (c) The Participants will strive to standardize processes, structures and data when it makes sense to do so. (d) Participants agree to perform their obligations as required by this Agreement. The success of the SSC is dependent upon the Participants fulfilling their obligations under this Agreement and each of the Participants recognizes that damages may result if contractual obligations are not met. (e) Participants acknowledge and recognize that the Administrative Agency will enter into various software licensing, services and support agreements (hereinafter referred to as "software agreement") in order to provide services to the Participants under this Agreement. The Participants agree that in the performance of their obligations under this Agreement, or in the receipt of services under this Agreement, that none of them, either individually or collectively, will take any action which would cause or result in the Administrative Agency being in default under any software agreement. Section 4.3 Termination and Withdrawal (a) A Participant may voluntarily withdraw from this Agreement with or without cause; provided that said Participant provides the Administrative Agency, at the address set forth under its signature below, a minimum of 180 days notice prior to the beginning of the next fiscal year. In addition, the following provisions will apply to a withdrawing Participant: (i) Participant must pay their allocated portion of budgeted fees related to the current budget year plus any costs associated with developing and implementing a transition plan. (ii) Participant shall be responsible for its financial commitments incurred under this Agreement until fully satisfied. (iii) AlI agreements with service vendors or other providers entered into as a result of Participant's membership in the SSC shall terminate on the effective date of withdrawal. (iv) Participant shall, on the effective date of withdrawal, forfeit all benefits of SSC membership, including access to website, software, resources and materials. (v) A Participant withdrawing from membership at a time when such withdrawal does not result in dissolution of the organization shall forfeit its claim to any assets of the organization. (b) At any time, and at the discretion of the SSB, a Participant may be involuntarily removed from SSC membership if: (i) the Participant fails to pay its financial obligations as a SSC Participant as described in Section 6.4; or (ii) after the conflict resolution process in Section 7.4 has been exhausted, for any of the reasons stated below: (01) Failure to commit necessary resources to implement software systems (02) Failure to abide by any material terms of this Agreement.

3 (c) (d) Upon involuntary removal, the Administrative Agency shall notify the Participant in writing, at the address set forth under its signature below, that it has been involuntarily removed. All agreements with service vendors or other providers entered into as a result of Participant's membership in the SSC shall terminate on date of receipt of notice of such involuntary removal. A Participant which is involuntarily removed shall: (i) Pay its allocated portion of budgeted fees related to the current budget year plus any costs associated with developing and implementing a transition plan : (ii) Be responsible for its financial commitments incurred under this Agreement until fully satisfied. (iii) On the effective date of removal, forfeit all benefits of SSC membership, including access to website, software, resources and materials. (iv) Forfeit its claim to any assets of the organization. Each Participant shall have the post termination right to separately contract with third parties for software and services to provide the functions which would have been provided by the SSC. Section 5.3 Distribution of Assets DELETED Section 6.3 Project Cost/Allocation DELETED Section 6.4 Billing for Charges (a) Charges billed directly to Administrative Agency by contracted vendor (i) Billings for all charges shall be made by the Administrative Agency and shall be due 30 days after the invoice is received by each Participant. Any payment or performance by the Participants will utilize current revenues legally available to the Participants. Any Participant whose charges have not been paid within 30 days after billing shall be in default and shall not be entitled to further voting privileges nor to use any SSC facilities or programs until such time as no longer in default. (ii) In the event that such charges have not been paid within 10 days after notice of such default, such defaulting Participant shall be deemed to have given, on such 10th day, notice of withdrawal from membership and shall comply with Section 4.3 (a) and (c). In the event of a bona fide dispute between the Participant and the SSB as to the amount which is due and payable, the Participant shall nevertheless make such payment in order to preserve its status as a Participant, but such payment may be made under protest and without prejudice to its right to dispute the amount of the charge and to pursue any legal remedies available to it. (b) Charges billed directly to Participant (i) Billings for all charges directly to the Participant under the authority of this agreement and contract Administrative Agency has with vendor shall fall under the terms of the vendor contracts. Section 7.1 Ownership of Property The parties agree that the Participants' provided databases and information developed for the services under this Agreement, including intellectual rights, shall belong wholly to the individual Participant which provided such information, for its use, reuse, and transfer notwithstanding the termination of this Agreement. Unless required under the Texas

4 Public Information Act or when ordered by a Court, the Administrative Agency agrees not to provide or otherwise make available such property to any other person, business, or entity without the prior express written permission of the appropriate Participant. Section 8.1 Entirety of Agreement The terms and provisions of this Interlocal Agreement constitute the entire agreement of the undersigned parties and by the lawfully authorized representative with the stipulation that various agreements will be approved to carry out the mission of the SSC and such agreements may supplement provisions in this Agreement. If there is a conflict between the terms of this Agreement and any other agreement between two or more of the Participants, the terms of this Agreement shall prevail unless the other agreement expressly provides otherwise. The exhibits which make up this Agreement are: EXHIBIT A - SHARED SERVICE CENTER DESCRIPTION EXHIBIT B - PRODUCTS LIST EXHIBIT C - BUDGET ALLOCATION METHODOLOGY Each of the above exhibits is incorporated herein by reference as if written word for word. Exhibits to this Agreement may be revised as necessary by the SSB without formal modification or amendment of this Agreement and the revised exhibits will be substituted for the then current exhibits and shall be attached hereto and made a part hereof for all purposes; provided such revised exhibits have been executed and dated by all the parties to this Agreement. Such substitutions shall be effective as of the date written on the exhibit. Except as otherwise provided herein, this Agreement cannot be modified except by written agreement of the parties. Section 8.10 Certification DELETED ADDITIONAL AMENDMENT TERMS A complete copy of the Shared Service Center Cooperative of North Texas Interlocal Agreement with the aforementioned revisions incorporated is provided as Attachment A. Consistent with Section 8.1 of the Agreement, the Parties agree that Attachment A shall supersede and control in the event of conflict with any other terms. Attachment A also contains Exhibits A C, which are revised and substituted for previous versions without the need for formal amendment.

5 IN WITNESS HEREOF, the Parties hereto have executed this Amendment on this day of, NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS CITY OF ARLINGTON Mike Eastland Executive Director NAME TITLE CITY OF CARROLLTON CITY OF GRAND PRAIRIE NAME TITLE NAME TITLE

6 ATTACHMENT A SHARED SERVICE CENTER COOPERATIVE OF NORTH TEXAS INTERLOCAL A G R E E M E N T This SHARED SERVICE CENTER C OOPERATIVE OF NORTH TEXAS INTERLOCAL AGREEMENT (hereinafter referred to as "Agreement "), is made and entered into as of the date specified herein by and among the Cities of Arlington, Carrollton and Grand Prairie (hereinafter referred to as "Participants") and the North Central Texas Council of Governments (NCTCOG). Other government units may participate in the Shared Service Center as set forth below. The NCTCOG is designated as the Administrative Agency for the Shared Service Center Cooperative of North Texas (hereinafter referred to as the "SSC"). The SSC is described in Exhibit A, Shared Service Center Description. WITNESSETH: WHEREAS, the Participants believe that a shared services center for technology, software and hosting services is necessary to reduce and control operational and capital costs for all participants through the joint purchase and centralized management of technology, software and related professional services (hereinafter referred to as the "Shared Services Project"); and WHEREAS, the Interlocal Cooperation Act (the Act), Chapter 791 of the Texas Government Code, as amended, authorizes local governments, as defined by the Act, to develop regional cooperative programs and to enter into interlocal agreements for the joint performance of services and activities that each party thereto is authorized to perform separately, all to be done for benefit of the parties thereto; and WHEREAS, the Act authorizes the establishment of an administrative agency for the pu rpose of managing and implementing the affairs of the parties under the interlocal agreement; and WHEREAS, the Participants recognize that NCTCOG relies on funding o f t h e Participants as its sole source of funding for the Shared Services Project; and WHEREAS, the governing bodies of the Participants find (1) that any payment or performance by the Participants will utilize current revenues legally available to the parties; that this Agreement will benefit the public by creating a regional service center for technology and related professional services; (2) that centralized management and standardized processes enable Participants to better control operational costs; and (3) the division of duties between the Participants constitutes adequate consideration; NOW, THEREFORE, the parties in consideration of the premises and other good and valuable consideration hereby contract and agree one with the other as follows:

7 ARTICLE I PARTICIPANTS, ADMINISTRATIVE AGENCY Section 1.1 Participants (a) (b) (c) The Participants in the SSC shall initially be the cities of Arlington, Carrolton, and Grand Prairie. The Participants shall not contract with another entity to provide or receive service under this Agreement without the review and approval of the Shared Services Board (hereinafter referred to as the "SSB"). Other governmental units may execute separate interlocal agreements with NCTCOG to become Participants in the SSC without amendment of this Agreement. Section 1.2 Administrative Agency (a) (b) (c) The Participants hereby create the SSC utilizing NCTCOG as the Administrative Agency. The Administrative Agency shall designate staff (including a Project Director) to manage and direct the business of the SSC. Services of the Administrative Agency will include staffing the SSC and aiding the SSC in their duties and responsibilities. The Administrative Agency shall cause an annual independent audit of the books to be made and shall make an annual financial accounting and report in writing to the Participants. ARTICLE II ADMINISTRATIVE AGENCY OBLIGATIONS Section 2.1 Administrative Agency Duties (g) (h) (i) (j) (k) (l) Draft proposed budget for the SSB to consider annually. Assign a Project Director to the SSC. Staff SSB meetings, and draft and finalize SSB meeting minutes. Recruit additional Participants and be responsible for negotiating an implementation agreement with any additional Participants; said implementation agreement to become part of the interlocal agreement between NCTCOG and the new Participant. Collect membership dues and charges for its services to Participants. Provide assistance to Participants resolving service issues or other disputes with vendors providing products and services to the SSC. Section 2.2 Administrative Agency Services (c) Provide Computer Data Center services and access to approved software and associated functionality. Initial functionality is defined in documents contained

8 (d) in Lawson Software End User Agreement entered into between NCTCOG and Lawson Software, Inc. in 2004 relative to the Shared Services Project, as amended by mutual agreement of the parties thereto; said agreement is incorporated herein by reference as if written word for word. Additional Functionality may be added in the future subject to approval to the SSB. The detailed products available to Participants are identified in Exhibit B, Products List. Services provided and performance requirements of the SSC shall be in accordance with the current contract in effect with the vendor providing hosting and support services for the program. ARTICLE III SHARED SERVICES BOARD, POWER AND DUTIES Section 3.1 Creation and Selection of SSB Members (a) (b) (c) (d) The SSB will govern the affairs of the SSC. The SSB is hereby designated and appointed by the Participants as the "Administrative Agent" for the SSC as permitted by Chapter 791, Government Code. The SSB will be comprised of a representative of each Participant up to a total of five members. The three original Participants (Arlington, Carrollton and Grand Prairie) shall be permanent members of the SSB, regardless of the number of members on the SSB. Once there are six Participants in the SSC, then the other two member positions of the SSB will be elected by the other Participants (excluding the original Participants). The two elected positions will hold their positions for terms as set in the SSB bylaws. A majority of the SSB members shall constitute a quorum of the SSB. Each member of the SSB shall have one (1) vote. The Chief Executive of each Participant on the SSB shall appoint its SSB member. Each SSB member shall be entitled to an alternate who shall be entitled to attend meetings of the SSB and who may vote in the absence of said member. The Chief Executive of each Participant on the SSB shall appoint its SSB alternate. A SSB member (or an alternate) shall not be eligible to vote on behalf of their governmental unit during the time that such governmental unit is in default on any contribution or payment to the SSC or the Administrative Agency, or in default under any contract with the Administrative Agency. Section 3. 2 Powers and Duties of the SSB (a) (b) Shall approve operational and administrative policies of the SSC. May obtain operational, technical, consulting and other support to assist in carrying out the duties and purposes of the SSC. Such support, if paid, is subject to funding and/or funding authority provided and/or delegated by the Participants.

9 (c) (d) (e) (f) (g) May accept gifts, apply for and use grants or loans of money or other property from the state, or any other governmental units or organizations, and may enter into agreements required in connection therewith, and may hold, use and dispose of such moneys or property in accordance with the terms of the gift, grant, loan or agreement relating thereto. Shall adopt the annual SSC budget as provided i n this Agreement. May accumulate and maintain reasonable working capital reserves and may invest and reinvest funds not currently needed for the purposes of the SSC. Such investment and reinvestment shall be in accordance with and subject to the laws applicable to the investment of municipal funds. Review and approve or deny requests from Participants to contract with another entity to provide or receive services under this Agreement. The SSB shall have the following specific responsibilities: (i) Establish a common technology platform with software and related professional services to meet the combined requirements of the Participants. (ii) Review, evaluate and monitor technology utilization and recommend changes to existing systems and/or additional requirements to the Participants. (iii) Establish and oversee the procurement process for the contracting of service providers that may be needed for services delivered through the SSC. (iv) Approve the renewal of contracts. Oversee contractual responsibilities. (v) Establish membership dues and charges for SSC services to Participants and others. (vi) Advocate new services and programs that are consistent with the SSC's mission and responsibility to each Participant. (vii) Perform other activities that may, from time to time, be necessary to carry out the purpose of the SSC. (viii) Appoint and oversee committees for IT Technical Support, End Users Group, and other committees as deemed necessary to effectively carry out the mission of the SSC. All SSC Participants shall be eligible for representation on any of these committees. (ix) Develop bylaws for the SSB including meeting time, dates and location.

10 ARTICLE IV PARTICIPANTS OBLIGATIONS, TERM, WITHDRAWAL, TERMINATION Section 4.1 Participants Obligations (a) (b) (c) (d) Each Participant will be responsible for paying its allocated portion of the operating cost for the SSC. The cost will cover the Administrative Agency s license fee, maintenance costs and the costs associated with operating the SSC. The methodology appears in Exhibit C, Budget Allocation Methodology. Each Participant agrees to pay an annual SSC membership fee. This fee may be amended from time to time based on a vote of the SSB. The Participants will strive to standardize processes, structures and data when it makes sense to do so. Participants agree to perform their obligations as required by this Agreement. The success of the SSC is dependent upon the Participants fulfilling their obligations under this Agreement and each of the Participants recognizes that damages may result if contractual obligations are not met. (e) (f) Participants acknowledge and recognize that the Administrative Agency will enter into various software licensing, services and support agreements (hereinafter referred to as "software agreement") in order to provide services to the Participants under this Agreement. The Participants agree that in the performance of their obligations under this Agreement, or in the receipt of services under this Agreement, that none of them, either individually or collectively, will take any action which would cause or result in the Administrative Agency being in default under any software agreement. Section 4.2 Term This Agreement shall become effective upon the date of the last signature hereto. This Agreement will be in full force and effect for one (1) year from the effective date and shall thereafter be automatically renewed from year to year unless terminated earlier in accordance with the terms of this Agreement. Section 4.3 Termination and Withdrawal (a) A Participant may voluntarily withdraw from this Agreement with or without cause; provided that said Participant provides the Administrative Agency, at the address set forth under its signature below, a minimum of 180 days notice prior to the beginning of the next fiscal year. In addition, the following provisions will apply to a withdrawing Participant: (i) Participant must pay their allocated portion of budgeted fees related to the current budget year plus any costs associated with developing and

11 (ii) (iii) (iv) (v) implementing a transition plan. Participant shall be responsible for its financial commitments incurred under this Agreement until fully satisfied. All agreements with service vendors or other providers entered into as a result of Participant's membership in the SSC shall terminate on the effective date of withdrawal. Participant shall, on the effective date of withdrawal, forfeit all benefits of SSC membership, including access to website, software, resources and materials. A Participant withdrawing from membership at a time when such withdrawal does not result in dissolution of the organization shall forfeit its claim to any assets of the organization. (e) (f) (g) At any time, and at the discretion of the SSB, a Participant may be involuntarily removed from SSC membership if: (i) the Participant fails to pay its financial obligations as a SSC Participant as described in Section 6.4; or (ii) after the conflict resolution process in Section 7.4 has been exhausted, for any of the reasons stated below: (01) Failure to commit necessary resources to implement software systems (02) Failure to abide by any material terms of this Agreement. Upon involuntary removal, the Administrative Agency shall notify the Participant in writing, at the address set forth under its signature below, that it has been involuntarily removed. All agreements with service vendors or other providers entered into as a result of Participant's membership in the SSC shall terminate on date of receipt of notice of such involuntary removal. A Participant which is involuntarily removed shall: (i) Pay its allocated portion of budgeted fees related to the current budget year plus any costs associated with developing and implementing a transition plan : (ii) Be responsible for its financial commitments incurred u n d e r t h i s Agreement until fully satisfied. (iii) On the effective date of removal, forfeit all benefits of SSC membership, including access to website, software, resources and materials. (iv) Forfeit its claim to any assets of the organization. Each Participant shall have the post termination right to separately contract with third parties for software and services to provide the functions which would have been provided by the SSC.

12 ARTICLE V DISSOLUTION Section 5.1 Terms The SSC shall be dissolved whenever (a) a sufficient number of Participants withdraw from the organization to reduce its practicality and effectiveness, or (b) by two-thirds vote of all members of the SSB. Section 5.2 Measures to Affect Dissolution In the event of dissolution, the SSB shall determine the measures necessary to affect the dissolution and shall provide for talking of such measures as promptly as circumstances permit and subject to the provisions 9f this Agreement. Section 5.3 Organizational Deficit If, upon dissolution, there is an SSC deficit, such deficit shall be charged to and paid by the participants on a pro rata basis, based upon the charges incurred by such Participants. Under no conditions or circumstances, shall the NCTCOG, its employees or agents have a financial responsibility to satisfy said deficit. Section 5.4 Termination of Agreement In the event that dissolution of the SSC occurs, and after the SSB has made a final accounting of the assets, debts and liabilities, and such, if any, have been distributed to the appropriate Participants as provided in this Agreement, then this Agreement shall terminate. ARTICLE VI FINANCIAL MATTERS Section 6.1 Fiscal Year The fiscal year of SSC shall be the fiscal year beginning October 1st thru September 30th. Section 6.2 Annual Budget The ann ual budget of SSC must be adopted in the following manner: (a) Annually prior to March 1 of each year, the Administrative Agency Project Director will supply each Participant with a proposed preliminary budget adjusted for withdrawal notifications received pursuant to Article IV; (b) The SSB will consider and adopt the annual budget at least 120 days prior to the beginning of the SSC's fiscal year. Section 6.3 Billing for Charges (c) Charges billed directly to Administrative Agency by contracted vendor (i) Billings for all charges shall be made by the Administrative Agency and

13 (ii) shall be due 30 days after the invoice is received by each Participant. Any payment or performance by the Participants will utilize current revenues legally available to the Participants. Any Participant whose charges have not been paid within 30 days after billing shall be in default and shall not be entitled to further voting privileges nor to use any SSC facilities or programs until such time as no longer in default. In the event that such charges have not been paid within 10 days after notice of such default, such defaulting Participant shall be deemed to have given, on such 10th day, notice of withdrawal from membership and shall comply with Section 4.3 (a) and (c). In the event of a bona fide dispute between the Participant and the SSB as to the amount which is due and payable, the Participant shall nevertheless make such payment in order to preserve its status as a Participant, but such payment may be made under protest and without prejudice to its right to dispute the amount of the charge and to pursue any legal remedies available to it. (d) Charges billed directly to Participant (i) Section 6.4 Billings for all charges directly to the Participant under the authority of this agreement and contract Administrative Agency has with the vendor shall fall under the terms of the vendor contracts. Charging Nonmembers for Services The Administrative Agency may charge non-participants for services rendered by SSC, on such basis as the SSB shall deem appropriate. Section 6.5 Special Financial Assistance It is anticipated that certain Participants may be in a position to extend special financial assistance to SSC in the form of grants. The SSB may credit any such grants against any charges which the granting Participant would otherwise have to pay. The SSB may also enter into an agreement, as a condition to any such grant, that it will credit all or a portion of such grant towards charges which have been made or in the future may be made against one or more specified Participants. Section 6.6 Expending SSC Funds SSC funds may be expended in accordance with procedures established by law for the expenditure of funds by governmental entities. Section 6.7 Contracts Contracts shall be let and purchases shall be made in accordance with the legal requirements applicable to contracts and purchases by Texas governmental entities. Section 6.8 Liability

14 Except as specifically provided otherwise in this Agreement, any SSC liabilities shall be covered as follows: (a) (b) (c) (d) First Priority: recover funds from the vendors or service providers incurring the liability (either directly or through insurance or bond issuers); Second Priori ty: recover funds from insurance, as applicable; Third Priority: cover liabilities from available SSC funds to the extent allowed by law; and, Fourth Priority: to the extent allowed by law, allocate liability equally to the Participants. The Participants shall, to the extent allowed by law, be the source of last resort for uncovered SSC liabilities. ARTICLE VII OWNERSHIP OF PROPERTY Section 7.1 Ownership of Property The parties agree that the Participants' provided databases and information developed for the services under this Agreement, i ncluding intellectual rights, shall belong wholly to the individual Participant which provided such information, for its use, reuse, and transfer notwithstanding the termination of this Agreement. Unless required u nder the Texas Public Information Act or when ordered by a Court, the Administrative Agency agrees not to provide or otherwise make available such p r o p e r t y to any other person, business, or entity without the prior express written permission of the appropriate Participant. ARTICLE VIII MISCELLANEOUS Section 8.1 Entirety of Agreement The terms and provisions of this Interlocal Agreement constitute the entire agreement of the undersigned parties and by the lawfully authorized representative with the stipulation that various agreements will be approved to carry out the mission of the SSC and such agreements may supplement provisions in this Agreement. If there is a conflict between the terms of this Agreement and any other agreement between two or more of the Participants, the terms of this Agreement shall prevail unless the other agreement expressly provides otherwise. The exhibits which make up this Agreement are: EXHIBIT A - S H A R E D SERVICE CENTER DESCRIPTION EXHIBIT B - PRODUCTS LIST EXHIBIT C - BUDGET ALLOCATION METHODOLOGY

15 Each of the above exhibits is incorporated herein by reference as if written word for word to this Agreement may be revised as necessary by the SSB without formal modification or amendment of this Agreement and the revised exhibits will be substituted for the then current exhibits and shall be attached hereto and made a part hereof for all purposes; provided such revised exhibits have been executed and dated by all the parties to this Agreement. Such substitutions shall be effective as of the date written on the exhibit. Except as otherwise provided herein, this Agreement cannot be modified except by w r i t t e n agreement of the parties. Section 8.2 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and venue shall lie exclusively in Tarrant County, or Dallas County, Texas. In performing its obligations hereunder, each party shall operate and perform in accordance with all applicable State and federal law. Section 8.3 Severability In the event that one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or u nenforceable in any respect, such invalidity, illegality or unenforceability of the Agreement shall be construed as if such invalid, illegal or unenforceable provision has never been contained herein, but shall not affect the remaining provisions of this Agreement, which shall remain in force and effect. Section 8.4 Conflict Resolution The parties shall make all reasonable efforts to resolve all disputes without resorting to litigation. Section 8.5 Force Majeure To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Section 8.6 Non-appropriation Provision The parties recognize that this Agreement shall commence upon its effective date and continue in full force and effect until termination in accordance with its provisions. The parties herein also recognize that the continuation of any contract after the close of any given fiscal year of the each party, which fiscal years end on September 30th of each year, shall be subject to council or governing board budget approval of each party providing for or covering such contract item as an expenditure there in. None of the

16 parties represent that said budget item will actually be adopted as this determination is within the sole discretion of the respective city councils or governing bodies. Section 8.7 Indemnity To the extent allowed by J aw, each party covenants and agrees to indemnify and hold harmless and defend the each other, and their officers and employees, from and against any and all suits or claims for damages or bodily injuries, including death, to persons or tangible property, whether real or asserted, a listing out of any negligent act or omission on the part of any such party, its officers, agents, employees, or subcontractors. Section 8.8 Assignment No party to this Agreement may assign any interest in this Agreement without the written consent of the other parties. Section 8.9 Immunity It is expressly understood and agreed that in the execution of this Agreement, that the parties, either individually or jointly, do not waive, nor shall they be deemed to waive, any immunity or defense that would otherwise be available to each against claims arising in the exercise of governmental powers and functions. Section 8.10 Execution in Counterparts This Agreement may be executed in counterparts by the execution of a separate signature page by each Participant, indicating the date of actual execution by each Participant, and, after full execution hereof in such manner, the same shall be deemed to be one and the same instrument. The undersigned officers are properly authorized to execute this Agreement on behalf of the parties, and each party certifies to the others that any necessary resolutions extending such authority have been full y passed and are now in full force and effect.

17 IN W IT N E S S W H E R E O F, the undersigned governmental u n i t s h a v e caused t h i s Agreement to be signed and delivered on its behalf on the dates of their respective signatures. NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS CITY OF Mike Eastland Executive Director NAME TITLE

18 EXHIBIT A SHARED SERVICE CENTER DESCRIPTION The Shared Service Center (SSC) will be located at the North Central Council of Governments (NCTCOG). The vision of this operation is to provide computer-related, and potentially business process services in a shared environment to create cost saving and process improvement opportunities for the participants. This vision includes extending the services of the SSC to other governmental entities to further extend savings opportunities. The main purpose of the SSC initially is to provide Enterprise Resource Planning functionality for governmental entities. At this time Enterprise Resource Planning (ERP) i ncludes the provision of financial, procurement, payroll and human resource computer services. However additional services may be added in the future. The NCTCOG will provide the software and ongoing maintenance of the ERP system. NCTCOG will provide for the hosting, support and maintenance of the software by contracting with vendor(s) with expertise providing the services. NCTCOG will contract with third party providers Shared Service Center services. The known partners at this time include the following. Infor: NCTCOG has contracted with Infor to provide the Software Licenses. Ciber, Inc. NCTCOG has contracted with Ciber, Inc. to provide hosting and support services for Infor software.

19 Financials Applications Lawson General Ledger Lawson Budgeting & Planning Lawson Accounts Payable Lawson Grant Management Lawson Asset Management Lawson Accounts Receivable Lawson Project & Activity Lawson Business Intelligence Purchasing Applications Lawson Purchase Order Lawson Requisitions Lawson Inventory Control Lawson Requisition Self-Service Lawson Strategic Sourcing Human Resources Applications EXHIBIT B PRODUCTS LIST Lawson Human Resources Lawson Personnel Administration Lawson Benefits Administration Lawson Payroll Lawson Absence Management Lawson Event Management Lawson e-recruiting Lawson Employee & Manager Self-Service Extensions & Environment Lawson Business Component Integrator Lawson Process Flow Professional Lawson Add-Ins for Microsoft Office Lawson Design Studio Lawson Smart Notification Lawson Smart Office Microfocus Cobol Business Software Inc MHC Printing Solution

20 EXHIBIT C BUDGET ALLOCATION METHODOLOGY Costs will be allocated as follows: Software Licenses based on number of fulltime, part-time and contractual employees or original customers (Arlington, Carrollton, Grand Prairie). Costs for new customers will be allocated based on vendor charge model. NCTCOG Administrative Costs based on number of fulltime, part-time and contractual employees. SSC Membership Fee Flat fee per customer Hosting and support based on vendor charge model (pass through) 20