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Home My WebLink About1999-038ORDINANCE NO 7 -03 AN ORDINANCE AUTHORIZING THE EXECUTION OF A CHANGE ORDER #6 TO A LEASE AGREEMENT FOR PC'S, MONITORS AND PERIPHERAL EQUIPMENT BETWEEN THE CITY OF DENTON AND IBM CORPORATION, PROVIDING FOR AN INCREASE IN THE QUANTITY OF ITEMS AND AN INCREASE IN THE ANNUAL LEASE PAYMENT AMOUNT, BASED ON EQUIPMENT SUPPLIED BY A QUALIFIED INFORMATION SERVICES VENDOR (QISV) FOR THE GENERAL SERVICES COMMISSION OF THE STATE OF TEXAS, AND PROVIDING AN EFFECTIVE DATE (LEASE #2045 TO IBM CORPORATION IN THE AMOUNT OF $1,259,399 26 + CHANGE ORDER #6 IN THE AMOUNT OF $2,305,848) WHEREAS, on 4-15-97, the City awarded a 36-Month Master Lease Agreement for PC's, MONITORS, LAPTOP, DOCKING STATIONS AND PERIPHERAL EQUIPMENT TO IBM CORPORATION in the amount of $897,268 total, and WHEREAS, on 4-7-98, the City Council approved Change Order #1 in the annual amount of $68,422 42 plus a one time payment of $7,250 for a total of $75,672 50, $212,517 26 master lease increase, and WHEREAS, on 11-17-98, the City Council approved Change Order #3 in the total amount of $14,276, and WHEREAS, on 12-8-98 the City Council approved Change Order #4 in the total amount of $85,038, and WHEREAS, on 2-16-99 the City Council was presented Change Order #5 in the amount of $29,811 for approval, and WHEREAS, the City Manager having recommended to the Council that a Change Order #6 be authorized to amend such agreement with respect to the scope of price and said change order being in compliance with the requirements of Chapter 252 022 of the Local Government Code since the equipment being added to the master lease is listed on a proposal approved by the State of Texas General Services Commission and prices are from a Qualified Information Services Vendor's Catalogue (Integrated Computer Systems, Inc), NOW, THEREFORE, THE COUNCIL FOR THE CITY OF DENTON HEREBY ORDAINS SECTION I That Change Order #6 increasing the quantity of items and the amount of the annual lease payment in the agreement between the City and IBM Corporation, a copy of which is attached hereto, and made part hereof for all purposes, in the amount of TWO MILLION THREE HUNDRED FIVE THOUSAND EIGHT HUNDRED FORTY EIGHT and no/100 ($2,305,848), relating to equipment supplied by Integrated Computer Systems, Inc , a Qualified Information Services Vendor (QISV) for the State of Texas General Services Commission is hereby approved and the expenditure of finds therefor is hereby authorized The master lease amount is amended to read $3,565,247 26 SECTION II That this ordinance shall become effective immediately upon its passage and approval ff� PASSED AND APPROVED this the W day ofAkwzz 1999 JA LLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY PO# 92724-CHANGE ORDER #6 ORDINANCE CITY OF DENTON MANAGEMENT INFORMATION SYSTEM Section 1: Executive Overview ICS is delighted to present the City of Denton a revised proposal for the Phase II Public Safety Management Information System as requested in RFP #1738 in November 1994 Based on the conversations with the City of Denton, Integrated Computer Systems (ICS), believes that this Statement of Work clearly addresses the implementation tasks required for Phase II ICS's experience confirms that successful completion of this type of project depends upon these basic elements ♦ A sound technical approach ♦ Proven project management techniques ♦ A team of skilled ICS consultants with required technical skills ♦ A high degree of participation by the City of Denton user personnel ICS proposes to provide the City of Denton the Phase II Public Safety Management Information System The key benefit to be realized by the City of Denton in accepting this proposal is in procuring a system which functionally meets the specifications of RFP #1738 Management Approach To implement the City of Denton Phase II Public Safety Management Information System, ICS recommends a project team, managed by the City of Denton's MIS Project Manager Both ICS and the City of Denton personnel would be active members of the team Our objective is to organize a project team that will ♦ Provide for the participation of the City of Denton user personnel during the installation and system testing stages of the project ♦ Enable clear definition of tasks and responsibilities of ICS and the City of Denton February 23. 1999 1 Material contained within is con£idea tial to the City of Denton and ICS M I I __ -=,A The remainder of this section discusses the planned approach, which we believe meets these objectives Project Organization The implementation phase of the City of Denton Phase II Management Information System Project will be directed by the City of Denton MIS Project Manager The City of Denton Project Manager will have overall responsibility for the Phase II Management Information System Project The City of Denton will also be responsible for coordination of the user and technical support departments and administrative management of the City of Denton personnel assigned to the City of Denton Phase II Management Information System Project This structure establishes a clear interface with the City of Denton management responsible for the system, and provides clear lines of authority to facilitate decision - making and the early resolution of problems Finally, the most important aspect of this organization is that, while individual responsibilities are delineated, ICS and the City of Denton personnel will work closely as a team directed toward a common goal The key responsibilities in the organization will be ♦ The City of Denton Project Manager will be the focal point for communications and decision -making between ICS and the City of Denton The City of Denton Project Manager will interface with the ICS Project Manager and will be responsible to the City of Denton management for the project ♦ The ICS Project Manager will have responsibility for direction of the ICS Project Team and will interface with the City of Denton Project Manager ♦ The ICS Project Team members will be responsible to the ICS Project Manager for assigned implementation tasks The elements of Phase II have been included in a detailed Statement of Work on the next page February 23 1999 2 Material contained within 1. onfiaentiai to the City of Denton and ICS Section II: Statement Of Work -- Phase II This section defines the scope of work to be accomplished by ICS in Phase II of the City of Denton Management Information System under the terms and conditions of the ICS General Terms and Conditions Agreement, Software License Addendum, Hardware Sales Addendum, Software Support Addendum, Training Addendum and Equipment Maintenance Addendum (ICS Agreement) The tasks to be performed by ICS are defined In addition, the responsibilities of the City of Denton are listed Changes to this Statement of Work will be processed in accordance with the procedure described in "Appendix B Project Change Control Procedure " The investigation and the implementation of changes may result in modifications to the Estimated Schedule, Charges, and/or other terms of the (ICS Agreement) The following are incorporated in and made part of this Statement of Work ♦ Appendix A Customer Agreement's ♦ Appendix B Project Change Control Procedures ♦ Appendix C Phase II Hardware and Software Project Scope The scope of this Statement of Work is to install and demonstrate the hardware and software listed in Appendix C which will make up the Phase II installation of the Phase II Management Information System for the City of Denton ICS will be responsible for delivering and installing the items specified in this SOW so that they operate according to the manufacturer's specifications Upon completion of this project all ICS responsibilities will be considered complete and the City will operate according to the appropriate ICS hardware maintenance and software support agreements Assumptions This Statement of Work and ICS's estimates to perform the Statement of Work are based on the following key assumptions February 23 1999 3 Material contained within ie confidential to the C1[y of "enton and ICS I This Statement of Work addresses Phase II activities 2 No cabling, electrical work, construction or other activities to prepare the system environment are proposed 3 The City of Denton will supply suitable physical environment for all the items proposed 4 All training will be to "teach the teachers " Training prices are based on a per person rate 5 ICS will only be responsible for the hardware and software functionality that has been proposed 6 Installation of all MDC units and software installation will be the responsibility of the City 7 All•on-going software and hardware maintenance support are covered under the ICS software support and hardware depot maintenance agreement 8 Any project delays caused by the City of Denton may cause a delay in the entire project schedule The impact of any delays will be addressed in accordance with the procedure described in "Appendix B Project Change Control Procedure " ICS Responsibilities The tasks ICS will perform are described below Task 1 Project Management Assistance The objective of this task is to establish a framework for project communications, reporting, procedural and contractual activity The ICS Project Manager will be responsible for this task on ICS' behalf The following subtasks will be performed ♦ Project Planning ✓ Review the Statement of Work and the contractual responsibilities of both parties with the City of Denton Project Manager ✓ Assist the City of Denton Project Manager with the Preparation of a detailed project plan that identifies and assigns tasks, major milestones for the efforts of the project team, the estimated dates on which they 1999 Q Material contained within is onfidentiai to the City of Denton and IC8 occur and indications of critical path ✓ Assist the City of Denton Project Manager in coordinating the establishment of the project environment ✓ Develop a change control plan ♦ Project Tracking and Reporting ✓ Assist the City of Denton Project Manager measure, track and evaluate progress against the project plan ✓ Assist the City of Denton Project Manager review project tasks, schedules, and resources and make changes or additions, as appropriate ✓ Attend regularly scheduled meetings with the City of Denton project team to review project status ✓ Review the project progress with the City of Denton Project Manager during the regularly scheduled status meetings ✓ Administer the project change control procedure ✓ Review and analyze project change requests Completion Criteria This task will be complete when the ICS tasks described in this section have been completed, according to their completion criteria Deliverables None Task 2: Orient Project Team The objective of this task is to orient the project participants to the City of Denton goals and environment The orientation consists of the following subtasks ♦ Orient the project team to the project objectives and approach ♦ Review the Statement of Work and provide clarification, as required ♦ Review the project plan, estimated schedule, ICS's and the City of Denton contractual responsibilities February 23 1999 5 Material contained within 1s confidential to the City of Denton and ICS ♦ Review the project change control procedure ♦ Orient the project team to project management methodology Completion Criteria This task will be complete when the orientation sessions for project staff are complete Deliverables None INSTALL SYSTEM The purpose of Tasks 3 through 10 in this section are to deliver, install and test, hardware and software for the Phase II Management Information System The system design was presented as part of the RFP #1738 submitted on March 16, 1995 The specific hardware and software to be delivered and installed by ICS have been amended, as reflected in Appendix C of this document The tasks are listed below Task 3. Order And Deliver Phase II Hardware ICS will order and deliver all hardware listed on Appendix C ICS Phase II "Hardware Sales Addendum" Completion Criteria This task will be considered complete when equipment listed in Appendix C "Hardware Sales Addendum" has been delivered to the City of Denton Deliverables Phase II Hardware Task 4. Application Module Installation ICS will install the Police Records and Fire and EMS Records Application modules and up -grade licenses for item # 2 through 20 listed in Appendix C ICS Phase II "Software License Addendum" Completion Criteria This task will be considered complete when Police Records and Fire and EMS Records application modules item 2 through 20 listed in Appendix C "Software License Addendum" have been installed on the servers Deliverables None Task 5. CAD Software Installation ICS will install the Level 3 Mapping Interface on the CAD February 23 1999 6 Nat.,1.1 contained within Csconfidential to the ty of Denton and ICS server Item # 1 listed in Appendix C ICS Phase II Software Completion Criteria This task will be considered complete when the level 3 Mapping Interface Software has been delivered, installed, tested and demonstrated to the City of Denton Project Manager Deliverables None Task 6 MDC Gateway Software ICS will install and configure the MDC Gateway Software item # 21 through 24 listed in "Appendix C ICS Phase II "Software License Addendum" Subtasks include ♦ Install and configure CDPD Network Controller Software Licenses, Controller Software and IP addresses ♦ Install and configure Messaging Software licenses ♦ Install and configure NCIC Interface Software licenses ♦ Install and configure DCAD Interface Software licenses Completion Criteria This task will be considered complete when the level item 21 through 25 have been delivered, installed, tested and demonstrated to the City of Denton Project Manager Deliverables None Task 7 MDC Gateway Software Interface ICS will install and configure the MDC Gateway Software Interface item 28, and 29 listed in "Appendix C ICS Phase II "Software License Addendum" Subtasks include ♦ Install and configure DCAD MDC Mapping Interface and Premise Drawing Interface software on the MDC Gateway (premise file look -up and premise drawings, alerts, geo-file, prior calls for service, and officer initiated calls) ♦ Configure software to establish connectivity between MDC's, CAD workstations and servers Completion Criteria The task will be considered complete February 23, 1999 7 Material contained within is confidential to the City of Denton and ICS when communications have been established between the MDC's, gateway, CAD workstations and the servers and demonstrated to the City of Denton Project Manager Deliverables None Task 8: MDC Field Entry Software Installation ICS will install and configure the server with the MDC field entry software item 26, 27, 30 through 39 and 44 listed in "Appendix C ICS Phase II "Software License Addendum" Subtasks include ♦ Install and configure the Mobil Data Computer (MDC) software item 26, 27,30 through 39 and 44 on the server ♦ Set up the software and network connection for the MDC field software to be down -loaded to the MDC's Completion Criteria ICS will bill for each software module upon the following This task and or each item will be considered complete when ICS has delivered, installed, tested and demonstrated the field entry item module to the Project Manager Deliverables None Task 9: MDC Field Entry Software Installation ICS will install and configure the server with the MDC field entry software item 40, through 43 and 47 listed in "Appendix C ICS Phase II "Software License Addendum" Subtasks include ♦ Install and configure the Mobil Data Computer (MDC) software item 40 through 43 and 47 on the server ♦ Set up the software and network connection for the MDC field software to be down -loaded to the MDC's Completion Criteria ICS will bill for each software module upon the following This task and or each item will be considered complete when ICS has delivered, installed, tested and demonstrated the field entry item module to the Project Manager Deliverables None 23 1999 8 "ate,aal contained within 1e confidon ti.1 to the C 1 by of Denton and ICS Task 10.- Conduct one "Train the Trainer" Session ICS will conduct one training session for up to two City of Denton employees, designated by the City of Denton Project Manager for proper use and maintenance of the MDC Hardware and Field Reporting Software Training will be provided following installation and testing of each field module or module's Completion Criteria This task will be considered complete when the training session has occurred and the training of end users have begun Deliverables none City of Denton Responsibilities The responsibilities listed in this section are in addition to those responsibilities specified in the ICS Agreement and are to be provided at no charge to ICS ICS's performance is predicated upon the following responsibilities being fulfilled by the City of Denton PROJECT MANAGER Prior to the start of this Statement of Work under the ICA, City of Denton will designate a person, called the City of Denton Project Manager, to whom all ICS communications will be addressed and who has the authority to act for the City of Denton in all aspects of the contract The responsibilities of the City Of Denton Project Manager include ♦ Serve as the interface between the ICS project team and all the City of Denton departments participating in this project ♦ Project Manager will assist ICS in administering the Project Change Control in accordance with "Appendix B Project Change Control Procedure" ♦ Manage project status meetings ♦ Obtain and provide information, data, decisions and approvals, within three working days of ICS's request unless the City of Denton and ICS agree to an extended February 23 1999 9 Material Contained within i. confidential to the C i,y of Oenton and ICS response time ♦ Resolve deviations from project plans which may be caused by the City of Denton Help resolve project issues and escalate issues within the City of Denton organization, as necessary ♦ Determine and schedule the appropriate personnel to attend training sessions and/or meetings PROJECT PERSONNEL The City of Denton will make available appropriate personnel to participate in the ICS tasks described in this Statement of Work The City of Denton retains administrative and personnel responsibility for these people The following skill sets are anticipated to be required ♦ System Manager Call takers/ dispatchers Records Clerk Officers Administration Installation personnel PROJECT RESPONSIBILITIES City of Denton Responsibilities include ♦ Provide adequate network band width and access for implementation of the Police, Fire, EMS, Records and MDC System including communications lines, muxes, modems, etc ♦ Provide CDPD IP connections and appropriate frame relay's Prior to Task 3 ♦ Unpack and place hardware and discard packing material ♦ Provide power and space for the hardware being provided in the Statement of Work ♦ Provide hubs, lobase-T Ethernet cabling and connection hardware (RJ45 patch panels and bridges) Prior to Task 3 ♦ Provide hardware and software interfaces to host systems February 23 1999 10 Material contained within is confidential to the city of Denton and ICS Prior to Task 3 ♦ Determine and communicate the appropriate level of detail for each grid map and its size for use in the Geo-files and MDC's Prior to Task 3 ♦ Populate all code tables and other data fields required by the system Prior to Task 3 ♦ Provide room and equipment for training sessions ♦ Provide for all user and operations training after the "train the trainers" sessions ♦ Provide operation and maintenance of the production system including such activities as security, backup and recovery of DCAD, MDC, CJIS and FIRST modules and their data The City of Denton is responsible for the identification and interpretation of any applicable laws, regulations, and statutes that affect the City of Denton application systems or programs which ICS will implement or have access to during this project It is the responsibility of the City of Denton to assure that the systems and programs meet the requirements of those laws Completion Criteria The project will be considered complete when the ICS tasks described in this Statement of Work have been fulfilled, including delivery of the materials described in "Deliverable Materials" Estimated Schedule The MDC hardware delivery is estimated to take between 60 and 90 days Software will be installed over a period of approximately six months from date of order Charges February 23 1999 11 Material contained within is confidential to the C tty of Denton and ICS includes the tasks defined in the ICS Statement of Work and the hardware, software, and training plus the hardware and software maintenance as listed in Appendix C Phase II ICS "Hardware Sales, Software License, Training, Software Support and Equipment Depot Maintenance Addendums" The City of Denton will procure the ICS hardware, software and services list in appendix C ICS Hardware maintenance is a three year depot agreement billed annually in advance ICS Software support agreement will be billed monthly in advance The additional monies will be invoiced in milestone payments The City of Denton will be invoiced $2,150,556 upon delivery of the hardware If the City does not notify ICS in writing of its nonacceptance of the hardware within five working days after delivery, than the hardware will be considered accepted If the City of Denton does not accept the hardware the City agrees to return all hardware to the manufacturer within five working days after non acceptance invoices will be payable upon receipt Signature Sheet on the next page is the signature page for this Statement of Work Signature on this document will signify acceptance of this agreement id to er name City of Denton Customer address City of Denton 901 B Texas Street Denton, TX 76201 Agreed to Customer name Integrated Computer Systems Inc Date A�i iAai'��JJ4 N1r91 Jii TR Authori, zed rd AuthName (Print) ICS Office address Integrated Computer Systems 1651 North Collins Blvd Suite 100 Richardson, Texas 75080 Project name or identifier Management Information System March 4 1999 12 Material contained within s confident aI to the C.ty of Denton and ICS AUX APPENDIX A Customer Agreement Statement of Work for Support Services Custom Services Scope of Services, Completion Criteria, charges, and other applicable terms See the attached Statement of Work entitled City of Denton Management lnformation System, dated June 1,1998 Payment schedule, as reflected in the Statement of Work will be as follows The City of Denton will be invoiced $2,150,556 upon delivery of the hardware If the City does not notify ICS in writing of its nonacceptance of the hardware within five working days after delivery, than the hardware will be considered accepted If the City of Denton does not accept the hardware the City agrees to return all hardware to the manufacturer within five working days after non acceptance Invoices will be payable upon receipt Both of us agree that the complete agreement between us about these Services will consist of 1) this Statement of Work and 2) The ICS Agreement which includes the ICS General Terms and Conditions Agreement, Software License Addendum, Hardware Sales Addendum, Software Support Addendum, Training Addendum and Equipment Depot Maintenance Addendum (or any equivalent agreement signed by both of us) March 4 1999 13 Mate, at contained within is confidential to the city of Denton and Zas APPENDIX B. Project Change Control Procedure The following provides a detailed process to follow if a change to this Statement of Work (SOW) is required ♦ A Project Change Request (PCR) will be the vehicle for communicating change The PCR must describe the change, the rationale for the change and the effect the change will have on the project ♦ The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party ♦ Both Project Managers will review the proposed change and approve it for further investigation or reject it ICS will specify any charges for such investigation If the investigation is authorized, the Project Managers will sign the PCR which will constitute approval for the investigation charges ICS will invoice the City of Denton for any such charges The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the ICS agreement ♦ A written Change Authorization and/or Project Change Request (PCR) must be signed by both parties to authorize implementation of the investigated changes APPENDIX C: Phase II Hardware and Software on the following pages are the hardware and software components of the ICS proposal Software Notes Software listed here only includes application software requested by the City of Denton Other software may be included at an additional charge Prices for ICS software are fixed until December 1, 1998 Third party software March 3 1999 14 material contained within Cconfidential to the ity of Oenton and ICS prices (other than ICS) are subject to change ICS reserve the right to install current releases of proposed software and, when appropriate, substitute software for equal or better functionality Software prices do not include modifications Ongoing hardware depot maintenance and software support are being offered as part of this Statement The ICS maintenance and support options include the following Level III Software maintenance starts upon delivery and is billed monthly at $14,550 83 Software maintenance is approximately 15% annually of selected software and covers specified software enhancements, on -site support and telephone support from 8 a m to 5 p m Monday through Friday excluding major holidays Gateway software maintenance and MDC software maintenance starts 90 days after delivery and installation of software and is approximately 20% of the license fee annually More detail is available in the Software Support Agreements included in the original RFP response Third party level 2 software maintenance and operator support will be through the software manufacturer ICS support fee is for interface support only and ranges from 3% to 15% annually Hardware depot maintenance as proposed requires the City of Denton to remove the defective equipment and return to ICS for repair from 8 a m to 5 p m Monday through Friday excluding major holidays ICS will repair and return to the City Hardware Notes Hardware maintenance is billed annually in advance at $106,495 The price quoted reflects a three year depot maintenance agreement discount Maintenance billing will begin 90 days after delivery ICS service is from 8 a m to 5 p m Monday through Friday excluding holidays Early cancellation will have a cancellation penalty 15 Material contained .,th,n is o.fidential to the city of Denton and ICS CONTRACT MODIFICATION ADDENDUM AWAW IntegratedComputer Systems Inc 165t N Collins Boulevard Suite 100 Richichardsodson Texas 75060 (972)783 9400 Fax (972)783 9460 sikill b t sr ,- 3/4/99 1 of 1104110,r tr,l 1 .. CONTRACT MODIFICATION ADDENDUM is entered into by and between Integrated Computer Systems Inc , located at 1651 N Collins Blvd , 100, Richardson, Texas 75080 hereafter referred to as ICS and The City of Denton, with its principal location at Denton City Hall, 215 E nney, Denton, Texas 76201 hereinafter referred to as LICENSEE or CUSTOMER On 02 104 / 1992, ICS and CUSTOMER entered into an agreement entitled' GENERAL TERMS AND CONDITIONS hereinafter referred to as thi, reement and one or more addenda, for the purposes of this Addendum such agreement and addenda shall be collectively referred to as the Agreement B Pursuant to the Agreement incorporated herein by reference for all purposes and this Addendum the terms and conditions of which are contained on this page ICS and CUSTOMER desire to modify the Agreement IN CONSIDERATION OF the terns and conditions of the Agreement this Addendum and other good and valuable consideration, the premises contained herein, the receipt and sufficiency of which is hereby acknowledged the parties hereto agree as follows I If the terms and conditions of the Agreement and this Addendum conflict then the provisions of this Addendum shall control 2 ICS and CUSTOMER agree to modify and amend the Agreement as follows 1 Paragraph 9 SOFTWARE LICENSE subparagraph C of the Software License Addendum is deleted from the agreement and replaced with following C The ICS Software is provided in object format only LICENSEE agrees not to modify reverse engineer reconstitute de compiled/or disassemble the ICS Software Licensee expressly agrees that the license granted herein give it no rights whatsoever to the ICS Software except the license provided herein 2 Paragraph 12 NONDISCLOSURE sub am rahs D and E of the Software License Addendum are deleted from the agreement 3 No provision contained within the Agreement shall reduce the time in which the City has to assert a cause of action to less than two 2 ears from the date the cause of action accrues For purposes of the Agreement a cause of action shall be deemed to have been asserted by City when written nonce of the breach or disagreement is received by ICS 4 Any and all provision of the Agreement which violate any law or regulation shall be void or limited by the requirements of that law or regulation For instance all provisions requiring ro rietar or other information to be kept confidential shall be limited to the extent the City may keep such information confidential under the Texas Public Information Act Chapter 552 of the Texas Government Code In addition any and all provisions which require the City its officers employees or a ents [o erform a dirt whwh violate an law are void $ Regardless of any provisions to the contrary Texas law shall Sovem the interpretation of the terms and conditions of this Agreement any litigation which concerns or grows out of this agreement shall be tried in a court of competent jurisdiction in Denton County Texas 6 The Agreement shall consist of the following documents as amended by this addendum I General Terms and Conditions 2 Statement of Work and Appendixes, November 23 24 1998 Entitled City of Denton Management Information System 3 Hardware Sales Addendum 4 Software License Addendum 5 Training Addendum 6 Software Support Addendum and 7 E m rent De of Maintenance Addendum 4 35 PM 99DenModCon As CONTRACT MODIFICATION ADDENDUM ACCEPTED CUSTOMER SIGNATURE TITLE DATE 3/4/99 2 of XEPTED BY INTEGR ED CO TER STEMS C SIGNATURE77 TITLE DATE 4 35 PM 99DenModCon xls lox Integrated Computer Systems Inc 1651 N Collins Boulevard, Suite 100 Richardson, Texas 75080-3630 (972)783-9400 Fax (972)783-9460 GENERAL TERMS AND CONDITIONS THIS AGREEMENT is made by and between Integrated Computer Systems, Inc, a Texas corporation, located at 1651 N Collins Boulevard Suite 100 Richardson Texas 75080 3630, U S A , hereinafter referred to as ICS and City of Denton a located at got B Texas Street. Denton TX 76201 and hereinafter referred to as LICENSEE or CUSTOMER The following addenda, when Initialed by CUSTOMER and ICS, are incorporated herein be reference for all purposes CUSTOMERS ICS INITIALS INITIALS A HARDWARE SALES ADDENDUM x B SOFTWARE LICENSE ADDENDUM x D EQUIPMENT DEPOT MAINTENANCE ADDENDUM x F SOFTWARE SUPPORT ADDENDUM x G SOFTWARE SERVICES ADDENDUM H TRAINING ADDENDUM x J OTHER ADDENDA 1 CONTRACT MODIFICATION ADDENDUM x 2 AMT SOFTWARE LICENSING AGREEMENT NOTICE TO CUSTOMER NOTICE TO ICS Attn President INTEGRATED COMPUTER SYSTEMS INC 1651 N Collins Boulevard, Suite 100 Richardson Texas 75080 3630, U S A CUSTOMER Llaison ICS Liaison Tommy Galbraith IN WITNESS WHEREOF, this Agreement is effe a upon the date signed below by an officer of ICS Accepted by Accepted by INTEGRATED COMPUTER SYSTEMS INC (ICS) 0 Z- By By % Title ( Title Date Signed 7� �99 Date Signed ?—// - 9 2 RECITAL9 A ICS provides certain computer hardware and related products hereinafter referred to as the Hardware and/or the Related Products B ICS licenses certain computer software hereinafter referred to as the ICS Software and collectively referred to as the Licensed Software C ICS provides certain related services D CUSTOMER desires to acquire certain Hardware and/or Related Products and/or CUSTOMER desires to obtain pursuant to a license ICS Software andlor CUSTOMER desires ICS to provide related services IN CONSIDERATION OF the terms and conditions of this Agreement and other good and valuable consideration the premises contained herein the receipt and sufficiency of which is hereby acknowledged the parties hereto agree as follows ARTICLE I MISCELLANEOUS TERMS 1 DEFINITIONS Unless the context otherwise provides the terms defined in Exhibit A shall for all purposes of this Agreement and all Addenda hereto have the meaning therein specified 2 ASSIGNMENT CUSTOMER may assign this Agreement In whole or in part only with the prior written consent of ICS ICS may assign this Agreement upon notice to CUSTOMER 3 CONFIDENTIAL INFORMATION The parties hereto agree that all proprietary information disclosed by the other during performance of this Agreement and Identified as proprietary shall be held in confidence and used only in performance of this Agreement Each party will exercise the highest standard of care to protect the others proprietary data from unauthorized disclosures If such data is publicly available already in one party s possession or know or is thereafter rightfully and lawfully obtained by one party from sources other than the other party there shall be no restriction in Its use 4 WAIVER Any waiver by either party of any provision of this Agreement shall not Imply a subsequent waiver of that or any other provision 5 NOTICE Any notices or demands required to be given herein shall be given to the parties in writing and by certified mall at the addresses specified herein or to such other addresses as the parties may hereinafter substitute by written notice given in the manner prescribed in this section 6 ENTIRE AGREEMENT It is expressly agreed that this Agreement embodies the entire agreement of the parties In relation to the subject matter of this Agreement and that there is no other oral or written agreement or understanding between the parties at the time of execution of this Agreement A This Agreement cannot be modified except by the written agreement of all parties hereto CUSTOMER further agrees that only an officer of ICS has the authority to obligate ICS and that CUSTOMER in entering into this Agreement has not relied on any representation other that those expressly contained in this Agreement B CUSTOMER and ICS further agree that all of any purchase orders or similar documents that purport to vary or add to the terms and conditions of this Agreement shall be null and void and shall not vary or add to the terms and conditions of this C The word Agreement as used herein shall mean this Agreement and all addenda hereto 7 GOVERNING LAW The parties agree that his Agreement shall be governed by the laws of the State of Texas Except to the extent that the provisions of this Agreement are clearly inconsistent therewith this Agreement will be governed by the Uniform Commercial Code of the State o f Texas To the extent that there is to be a delivery or performance of services under this Agreement such services will be deemed goods within the definition of such Uniform Commercial Code except when deeming such services as goods would result in a clearly unreasonable interpretation S LEGAL CONSTRUCTION In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid illegal or unenforceable in any respect such invalidity illegality or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such Invalid illegal or unenforceable provisions had never been contained herein 9 BINDING EFFECT This Agreement shall enure to the benefit of and and the parties hereto their successors and assigns 10 AUTHORITY Each party hereby warrants and represents that their respective signatures set forth herein have been and are on the date of this Agreement duly authorized by all necessary and appropriate corporate or legislative action to execute this Agreement 11 SECTION HEADINGS All section headings contained herein are for convenience or reference only and are not intended to define or limit the scope of any provision of this Agreement 12 EXPENSES FOR ENFORCEMENT In the event either party is required to employ an attorney to enforce the provisions of this Agreement or Is required to commence legal proceedings to enforce the provisions hereof the prevailing party shall be entitled to recover from the other reasonable attorney s fees and court costs incurred in connection with such enforcement including but not limited to collection agency tees attorney litigation fees suit fees and costs or investigation and litigation 13 FORCE MAJEURE Neither party hereto shall be In default by reason of any failure of its performance under this Agreement If such failure results whether directly or indirectly from fire explosion strike freight embargo act of God or of the public enemy war civil disturbance act of any government de facto or agency or official thereof labor shortage transportation contingencies unusually severe weather default of manufacturer or a supplier as subcontractor quarantine restriction epidemic or catastrophe lack of timely instructions or essential information from the other parry 14 SOLICITATION OF EMPLOYEES Neither ICS nor CUSTOMER shall during the term of this Agreement nor for a period of one year following its termination solicit for employment nor employ whether as an employee or independent contractor any person who Is or has been employed by the other during the term of this Agreement 15 TAXES CUSTOMER shall pay all taxes arising out of this Agreement except for taxes based upon the net income of ICS If CUSTOMER Is a tax exempt entity CUSTOMER shall provide ICS with written proof of such status 16 EXHIBITS All Exhibits described in this Agreement are attached hereto incorporated herein and made a part of this Agreement for all purposes 17 MISSPELLINGS Misspelling of one or more words in this Agreement shall not invalidate this Agreement Such misspelled words shall be read so as to have the meaning apparently intended by the parties 16 EFFECTIVE DATE This Agreement is effective upon the date signed by an officer of ICS ARTICLE II GENERAL TERMS 1 GENERAL TERMS CUSTOMER and ICS may agree that CUSTOMER shall acquire Hardware Licensed Software and/or Related Products and/or related services 2 ADDENDA if ICS has agreed to provide and CUSTOMER has agreed to acquire the following goods and/or services CUSTOMER and ICE agree that the terms and conditions of such acquisition are governed by this Agreement and the addenda specified in this Section Such Addenda are incorporated herein by reference for all purposes APPLICABLE ADDENDUM GOODS AND/OR SERVICES HARDWARE SALES ADDENDUM COMPUTER HARDWARE SOFTWARE LICENSE ADDENDUM ICS SOFTWARE LICENSE HARDWARE MAINTENANCE ADDENDUM HARDWARE MAINTENANCE GENERAL TERMS AND CONDITIONS PAGE 1 HARDWARE SALES ADDENDUM ,i 1651Integrated Computer Systems Inc O� Rich Collins Boulevard Suite 100 Richardson Texas 75080 (972)783 9400 Fax (972)783 9460 . � 159�7Ii1• '1 ;•F 8 o, 1111KY,• -jwf-�- - E, Date 2/23/99 Page I of 2 ON lI 's •� �:I-i I rs-I I- sl . •,s I 6 s,l . sr• s1; • . I 2E SALES ADDENDUM is entered into by and between Integrated Computer Systems Inc , located at 1651 N Collins Blvd Suite 100, Richardson Texas 75080 to as ICS and The City of Denton, with its principal location at Denton City Hall 21S E McKinney, Denton Texas 76201 hereinafter referred toss LICENSEE or On 1 / 31 / 96 ICS and CUSTOMER entered into an agreement entitled GENERAL TERMS AND CONDITIONS heremaRer referred to as the Agreement Pursuant to the Agreement incorporated herem by reference for all purposes and the terms and conditions ofthis Addendum which are contamed on the front and reverse sides of this to Customer agrees to purchase the following items from ICS ITEM NUMBER DESCRIPTION PRD I CLS QTV PRICE PRICE APPENDIX C rdian Crown Victoria Police Packaue GMDC2025 Guards a 2025 MDC Crown Victoria Police Package With 8/4 44 $13 198 00 $580 712 00 Rugge4ind Pentium 150MHz CPU 32MB RAM 1 44MB Diskette 14GB and Dnve Ethernet I OBase T PortTwo Serial Ports PCMC A T e II Card WRh Two Serial Connections wo y e or one Type III Slot, Sound Card pace ever Keyboard WantInto =ed Ginne Mouse & KeyD0ar0li t ua c n nit o ori-CUCAl' louch Screen monitor Integrated rown Victoria Mount Remote Speaker & Amplifier rogm ma a ut own ower Relay Winnows o i e ommumcatIon ac age to inc ti e CDPD Modem operating at 19200 Baud CDPD Modem to MDC Cable & Antenna Kit MDCCDI2 Integrated 12X CD ROM Drive (factory installation only) B/4 1 52 1 $374 00 $19 448 00 MCR300 Texas UID Magnetic Card Reader B/4 52 1 $465 00 $24 180 00 CITPT 100 Citation Thermal Printer B/4 52 1 2 5 00 $67 340 00 RMTSPKIO Remote Speaker with Amplifier B/4 52 1 $145 00 $7 540 00 FLTKBDIO Ke bo rd skin B/4 52 1 $18 00 $936 00 LCDCAP500 Upgrade from 29 LCD to 500mt Color LCD Cap Touch Screen Monitor B/4 44 1 $450 00 $19 900 00 HD2100 Upgage from 14GB Hard Drive to 2 1 GB Hard Dnve B/4 44 1 $250 00 S11.00000 ua tan ustom ac age rt ugge ize ennum I50MHz CPU 32MB KAM, I 44MU UISKette 4613,Hard Drive, Ethernet 1OBase T Port TWO Serial Ports PCMCJAIype a ith Two Serial Connections R 9 nT y e ne ype or oof SoundCard ;Two pace aver Keytioarcl withntegmte i e mouse a KeyboardLight ua can mt Color L ez I union bereen monitormount inverse CPU & Keyboar-J17-ouftt-, emote ea er & Amplitier, Windows 1137 AM 98Ph2 HIM CON xis HARDWARE SALES ADDENDUM Pursuant to the tense and conditions contained In this Addendum ICS and CUSTOMER desire to supplement and amend the Agreement IN CONSIDERATION OF the terms and conditions of the Agreement this Addendum and other good and valuable consideration the premises contained herein the receipt and sufficiency of which Is hereby acknowledged the parties hereto agree as follows 1 HARDWARE PURCHASE ICS agrees to sell and CUSTOMER agrees to buy the Hardware specified in this Addendum CUSTOMER may subsequently order additional Hardware from ICS by requesting additional Hardware from ICS emcuting the copy of a HARDWARE SALES ADDENDUM that ICS sends to confirm CUSTOMER s request and returning such addendum to ICS 2 OPERATING SYSTEM SOFTWARE It operating system software is to be provided by ICS ICS shall provide such software to CUSTOMER pursuant to the terms and conditions of ICS SOFTWARE SUBLICENSE ADDENDUM 3 ESTIMATED HARDWARE DELIVERY DATE Unless otherwise agreed upon by ICS and CUSTOMER the date of the Hardwares delivery Is approtlmate ICS shall notify CUSTOMER of the scheduled delivery date 4 INSTALLATION AND SITE PREPARATION The CUSTOMER agrees to prepare the Hardwares Installation site prior to the delivery of the Hardware and ICS agrees to Install the Hardware in accordance with the following A ICS shall provide CUSTOMER with a copy of all relevant site preparation specifications B CUSTOMER shall prepare the Installation site in accordance with the site specifications C Unless otherwise specified in this Agreement CUSTOMER shall furnish all necessary labor and shall assume full responsibility for unpacking the Hardware and placing the Hardware In position at the site D Unless otherwise specified in this Agreement CUSTOMER shall furnish all necessary labor and material to Install all associated electrical lines CRT cables and cable ends E It this Agreement provides for hardware Installation by ICS then ICS shall provide CUSTOMER with a copy of all relevant environmental specifications for the Hardware CUSTOMER agrees to maintain the site and operate the Hardware In accordance with such environmental specifications including but not limited to the electrical power temperature and humidity specifications CUSTOMER expressly assumes all responsibility for providing all equipment necessary If any for regulating and/or conditioning the electrical power F It ICS Is to Install the Hardware then the day ICS Installs the Hardware shall be defined as the Hardware Installation Date (1) However if within ten (10) days after delivery of the Hardware CUSTOMER has not prepared the Hardware site in accordance with the site preparation specifications and/or the Hartlware site is not available for installation then the tenth day after delivery of the Hardware shall be deemed to be the Hardware Installation Date regardless of when actual hardware Installation occurs (2) CUSTOMER agrees to compensate ICS at ICS then standard rates for all time and materials expended because of CUSTOMER delays In preparing the hardware site and/or because of the unavallabildy of the hardware site G If CUSTOMER Is to mstall the Hardware then the date of delivery shall be defined as the Hardware Installation Data 5 PRICE For the purchase of the Hardware CUSTOMER agrees to pay the total amount specified In this Addendum 6 PAYMENT CUSTOMER agrees to pay for the Hardware in accordance with the following A Upon execution of this Addendum CUSTOMER agrees to pay fifty percent (50 .) of the total amount specified in this Addendum unless otherwise specified In this Agreement B Within ten (10) days after the Hardware Installation Date CUSTOMER agrees to pay the balance of the total amount specified in this Addendum 7 TITLE Title to the Hardware shall pass from ICS to CUSTOMER upon payment in full by CUSTOMER to ICS In accordance with the Agreement and this Addendum S HARDWARE ACCEPTANCE Acceptance of the Hardware shall occur In accordance with the following A If ICS installs the Hardware acceplance of the Hardware shall be determined as follows (1) On or before the Hardware Installation Date ICS shall perform ICS standard diagnostic tests to determine that the Hardware Is functioning in accordance with the Hardware s specifications (2) When ICS standard diagnostic tests indicate that the Hardware Is functioning in accordance with the Hardwares specifications ICS shall so Inform CUSTOMER in writing and the Hardware shall be deemed accepted by CUSTOMER B If CUSTOMER is to install the Hardware then upon delivery CUSTOMER shall ammine the Hardware and the Hardware shall be deemed accepted two (2) days after the Hardware Installation Date 8 SECURITY INTEREST ICS shall retain a Security Interest in all Hardware Related Products and In any proceeds for as long as CUSTOMER owes ICS any monies under this Agreement CUSTOMER agrees to execute such document as may be necessary to perfect ICS security Interest 10 LIMITED WARRANTY ICS hereby grants a limited warranty for the Hardware in accordance with this Section A Commencing upon the Hardware Installation Date and for the warranty penod specified herein ICS shall at no charge to CUSTOM ER for parts or labor repair of replace any component of the Hardware that falls to perform in accordance with its manufacturers specification provided however that (1) Such failure Is due to a defect In workmanship or materials and (2) CUSTOMER Informs ICS in writing during the warranty period of such failure and (3) Unless otherwise stated in this Agreement if the Hardware Is located more than filly miles from the nearest ICS Service Office CUSTOMER agrees to pay ICS at ICS then standard seMce rates for travel time transportation meals and lodging expenses for ICS traveling to and from the Hardwares locatlon or CUSTOMER may at CUSTOMER sole expense and risk of loss deliver the Hardware to and retrieve the Hardware from the nearest ICS Service Office and (4) The Hardware has not been affected by fire accident abuse or neglect nor has the Hardware been subjected to unusual physical or electrical stress Including but not limited to lightning or high voltage surges nor has the Hardware been operated in an environment other than as speeded In the site environmental specifications nor has anyone other than ICS performed maintenance on the Hardware and (5) CUSTOMER has performed CUSTOMER preventive maintenance duties as specified by Hardware manufacturer and (6) CUSTOMER has used the Hardware only with such supplies as are recommended by ICS B The location and availability of warranty service for an Item of Hardware shall be determined by the category to which such Item of hardware belongs (1) The limited warranty category hereinafter referred to as Warranty Classes are defined as follows a Warranty Class 1 If the limited warranty is specified as Warranty Class 1 the manufacturer or ICS shall perform womanly services or the Hardware a location to Warranty Class 2 If the limited warranty is specified as Warranty Class 2 then CUSTOMER must transport the Item of hardware to the closest manufacturer or ICS Service Office to obtain womanly service CUSTOMER shall bear all costs of such transportation including but not lmited to shipping and Insurance charges as well as the risk of loss Services Performed pursuant to Warranty Class 2 shall be performed as scheduled by ICS In Its sole discretion c Warranty Class 3 0 the limited warranty is specified as Warranty Class 3 then CUSTOMER must transport the Item of hardware to the factory to obtain warranty service CUSTOMER shall bear all costa of such transportation Including but not limited to shipping and Insurance charges as well as the risk of lose Services performed pursuant to Warranty Class 3 shall be performed as scheduled by the manufacturer In Its sole discretion d Warranty Class 4 If the limited warranty Is specified as W arranty Class 4 then ICS provides such Item of Hardware AS IS and without warranty from ICS and ICS will pass through any and ail available warranties from original equlpmenl manufacturer to CUSTOMER e If an hem of Hardware has no Warranty Class specified than such Item of Hardware is provided by ICS AS IS and without womanly f Other pertinent warranty Information is described and attached (2) ICS warranty services are avalable 8 00 a in 5 00 pm Monday through Friday Central Time excluding ICS holidays Manufacturer warranty services are available as per manufacurer's specific warranty availability times If CUSTOMER requests and manufacturer or ICS agrees to perform any warranty senvices outside such hours of seMce CUSTOMER agrees to pay manufacturer or ICS for the work Performed at manufacturer's or ICS than standard rates for time and expenses except that there shall be no charge for pans C The limited warranty described In this Section Is CUSTOMERS exclusive remedy and ICS sole liability arising out of the Hardware D All returned parts and/or whole units replaced by ICS pursuant to this Section shall become the sole property of ICS ICS may use new or like new pane and/or whole unite in fulfilling the obligations of this Section E If no warranty period Is specified herein and a Warranty Class Is specified then the warranty period for the purposes of this Section shall be deemed to be thirty (30) days and shall commence upon the Hardware Installation Date F In fulfilling the obligations of this Section ICS may loan CUSTOMER various hardware components while CUSTOMER a components are repaired ICS shall retain title to such loaned hardware components 11 HARDWARE MAINTENANCE There la no hardware maintenance provided pursuant to this Addendum ICS shall fill hardware maintenance only If ICS and CUSTOMER he" so agreed In writing If ICS and CUSTOMER agree that ICS shall provide any hardware maintenance such hardware maintenance shall be governed by the tons and conditions of ICS HARDWARE MAINTENANCE ADDENDUM 12 LIMITATION OF LIABILITY EXCEPT FOR THE LIMITED WARRANTY SPECIFIED IN THE SECTION ENTITLED LIMITED WARRANTY ICS MAKES NO WARRANTIES CONCERNING THE HARDWARE ICS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE HARDWARE SALES ADDENDUM Date 2/23/99 Page 2 of 2 ITEM NUMBER DESCRIPTION PRD / CLS QTV PRICE PRICE 0 1 e ommumcatlon pac a e to Include CDPD o em- operating at aucl rMM7o era to a e ntenne rt Integratedrive (factory installation only) exas net a t m Reader Remote rat color ez ouch creen ac a e ount age Printer RMTSPKIO emote ea er with mp 1 ler Keyboard skin Programmable shutdown ower a ay 1E UP E pgr a om It to M o or ez ouc Green orator ----7nnT ----93ww pgm e m ar rive to 2 108 Hardrive TT- W;ugg Ize ennum z 8 rive, Ememer Mass I Port, I w0 eta Orts, PCMCIA Type 11 CardWith wo Serial Connections Two PCMCIA Type 11 or one TypeSlot, Sound Card 486/109 Processor WIN iRMH Memory, 12G6 Uard Drive Ethernet I OBase-T PortFour Serial Ports Net recon Igumnon instaliation fee A 0 (1) Customer will provide all ethernet connections hubs etc (2) Preconfigured Installation Includes assembly and testing of purchased system by ICS for customer Installations (3) Trade in credit is the balance due the City and is valid only with phase II H/w & S/W contract (4) Customer will install all MDC s (5) The extra modem is for in house support ICS SALES REP Thomas P Galbraith INSTALLED BY Customer WARRANTY PRO A=30 DAYS B=90 DAYS C=1 YEAR D=OTHER WARRANTY CLS [-ON SITE 2-ON SITESELECT 3=RTD 4-RTF 5-MFG 6=OTHER Customer has read and agreed to be bound by ICS GENERAL TERMS AND CONDITIONS this HARDWARE SALES ADDENDUM / ACCEPTED BY CUSTOMER NA: SIGNATURE TITLE DATE IOE SUBTOTAL $1,112,49200 BAL TRADE-IN CRED ($10,93600) INSTALLATION CHG N/A DISTRIBUTION CHG $12,250 00 SUB TOTAL $1,113,80600 SALES TAX TOTAL $1,113.80600 CASH WITH ORDER $556,90300 BALANCE DUE $556,903 00 ACCEPTED BY INTEGR EDCOMPUT SYST MS IN-C SIGNATURE TITLE DATE 11 37 AM 981Ph2 HW CON xis HARDWARE SALES ADDENDUM Pursuant to the terms and conditions contained in this Addendum ICS and CUSTOMER desire to supplement and amend the Agreement IN CONSIDERATION OF the terms and conditions of the Agreement this Addendum and other good and valuable consideration the premises contained herein the receipt and sufficiency of which Is hereby acknowledged the parties hereto agree as follows t HARDWARE PURCHASE ICS agrees to sell and CUSTOMER agrees to buy the Hardware specified in this Addendum CUSTOMER may subsequently order additional Hardware from ICS by requesting additional Hardware from ICS executing the copy of a HARDWARE SALES ADDENDUM that ICS sends to confirm CUSTOMER s request and returning such addendum to ICS 2 OPERATING SYSTEM SOFTWARE ff operating system software Is to be provided by ICS ICS shall provide such software to CUSTOMER pursuant to the terms and conditions of ICS SOFTWARE SUBLICENSE ADDENDUM 3 ESTIMATED HARDWARE DELIVERY DATE Unless otherwise agreed upon by ICS and CUSTOMER the date of the Hardwares deliveryleapprmtlmate ICS shall notify CUSTOMER of the scheduled delivery date 4 INSTALLATION AND SITE PREPARATION The CUSTOMER agrees to prepare the Hardwares Installation site prior to the delivery of the Hardware and ICS agrees to Install the Hardware in accordance with the following A ICS shall provide CUSTOMER with a copy of all relevant site preparation specifications B CUSTOMER shall prepare the Installation site In accordance with the site specifications C Unless otherwise specified in this Agreement CUSTOMER shall furnish all necessary labor and shall assume full responsibility for unpacking the Hardware and placing the Hardware in position at the site D Unless otherwise specified in this Agreement CUSTOMER shall furnish all necessary labor and material to install all associated electrical Imes CRT cables and cable ends E If this Agreement provides for hardware mstadatlon by ICS then ICS shall provide CUSTOMER with a copy of all relevant environmental specifications for the Hardware CUSTOMER agrees to maintain the site and operate the Hardware In accordance with such environmental specifications including but not limited to the electrical power temperature and humidity specifications CUSTOMER expressly assumes all responsibility for providing all equipment necessary If any for regulating and/or conditioning the electrical power F It ICS Is to Install the Hardware then the day ICS Installs the Hardware shall be defined as the Hardware Installation Date (1) However If within ten (10) days after delivery of the Hardware CUSTOMER has not prepared the Hardware site In accordance with the site preparation specifications and/or the Hardware site is not available for installation then the tenth day after delivery of the Hardware shall be deemed to be the Hardware Installation Date regardless of when actual hardware installation occurs (2) CUSTOMER agrees to compensate ICS at ICS then standard rates for all time and materials amended because of CUSTOMER s delays In preparing the hardware site and/or because of the unevailabill y of the hardware site G If CUSTOMER Is to install the Hardware then the date of delivery shall be defined as the Hardware Installation Dale 5 PRICE For the purchase of the Hardware CUSTOMER agrees to pay the total amount specified in this Addendum 6 PAYMENT CUSTOMER agrees to pay for the Hardware In accordance with the following A Upon execution of this Addendum CUSTOMER agrees to pay fifty percent (50516) of the lotel amount specified in this Addendum unless otherwise specified In this Agreement B Within ten (10) days after the Hardware Installation Date CUSTOMER agrees to pay the balance of the total amount specified In this Addendum 7 TITLE Title to the Hardware shall pass from ICS to CUSTOMER upon payment in full by CUSTOMER to ICS In accordance with the Agreement and this Addendum 8 HARDWARE ACCEPTANCE Acceptance of the Hardware shall occur in accordance with the following A If ICS Installs the Hardware acceptance of the Hardware shall be determined as follows (1) On or before the Hardware Installation Date ICS shall perform ICS standard diagnostic tests to determine that the Hartlware is functioning In accordance with the Hardwares specifications (2) When ICS standard diagnostic tests indicate that the Hardware is functioning In accordance with the Hardwares specifications ICS shall so inform CUSTOMER m writing and the Hardware shall be deemed accepted by CUSTOMER B If CUSTOMER is to Install the Hardware then upon delivery CUSTOMER shall examine the Hardware and the Hardware shall W deemed accepted two (2) days after the Hardware Installation Date 9 SECURITY INTEREST ICS shall retain a Security Interest in all Hardware Related Products and in any proceeds for as long as CUSTOMER owes ICS any monies under this Agreement CUSTOMER agrees to execute such document as may be necessary to perfect ICS security interest 10 LIMREDWARRANTY ICS hereby giants a limited warranty for the Hardware in accordance with this Section A Commencing upon the Hardware Installation Date and for the warranty period specified herein ICS shall at no charge to CUSTOMER for pads or labor repair of replace any component of the Hardware that falls to perform In accordance With Its manufacturers specification provided however that (1) Such failure Is due to a defect in workmanship or materials and (2) CUSTOMER Informs ICS in writing dulling the warranty Period of Such failure and (3) Unless otherwise stated in this Agreement it the Hardware is located more than fifty miles from the nearest JCS Service Office CUSTOMER agrees to pay ICS at ICS then standard service rates for travel time transportation meals and lodging expenses for ICS traveling to and from the Hardware a location or CUSTOMER may at CUSTOMER sole expense and risk of loss deliver the Hardware to and retrieve the Hardware from the nearest ICS Service Office and (4) The Hardware has not been affected by fire accident abuse or neglect nor has the Hardware been subjected to unusual physical or electrical stress including but not limited to lightning or high Voltage surges nor has the Hardware been operated in an environment other than as specified In the site environmental specifications nor has anyone other than ICS performed maintenance on the Hardware and (5) CUSTOMER has performed CUSTOMER a preventive maintenance duties as specified by Hardware manufacturer and (6) CUSTOMER has used the Hardware only with such supplies as are recommended by ICS B The location and avallablllty, of warranty service for an Item of Hardware shall be determined by the category to which such Item of hardware belongs (1) The limited warranty category hereinafter referred to as Warranty Classes are defined as follows a Warranty Class 1 If the limited warranty is specified u Warranty Class the manufacturer or ICS shall perform warranty services or the Hardware a location b Warranty Class 2 if the limited warranty is specified as Warranty Class 2 then CUSTOMER must transport the Item of hardware to the closest manufacturer or ICS Service Office to obtain warranty service CUSTOMER shall bear all casts of such transportation Including but not limited to shipping and insurance charges as well as the risk of lose Services Performed pursuant to Warranty Class 2 shall be performed as scheduled by ICS in Its sole discretion C Warranty Class 3 If the limited warranty Is specified as Warranty Class 3 then CUSTOMER must transport the item of hardware to the factory to obtain warranty service CUSTOMER shall bear all coals of such transportation including but not limited to shipping and insurance charges as well as the risk of loss Services Performed pursuant to Warranty Class 3 shall be performed as scheduled by the manufacturer In its sole discretion If Warranty Class 4 Ifthe limited warranty Is specified as Warranty Class 4 then ICS provides such gem of Hardware AS IS and without warranty from ICS and ICS will pass through any and all available warranties from original equipment manufacturer to CUSTOMER e If an gem of Hardware has no Warranty Class specified than such Item of Hardware Is provided by ICS AS IS and without warranty f Other pertinent warranty Information Is described and attached (2) ICS warranty services are avallable 8 OD a In 5 DO pm Monday through Friday Central Time excluding ICS holidays Manufacturer warranty services are available as per manufacturer's specific warranty availability times If CUSTOMER requests and manufacturer or ICS agrees to pertarm any warranty services outside such hours of service CUSTOMER agrees to pay manufacturer or ICS for the work performed at manufacturers or ICS than standard rates for time and expenses except that there shall be no charge for pans C The limped warranty descrbed In this Section Is CUSTOMER exclusive remedy and ICS sole liability arising out of the Hardware D All returned pans and/or whole unite replaced by ICS pursuant to this Section shall become the sole property of ICS ICS may use new or like new pane and/or whole units in fulfilling the obligations of this Section E If no warranty Pedod is specified herein and a Warranty Class Is specified than the warranty period for the purposes of this Section shall be deemed to be mildly (30) days and shall commence upon the Hardware Installation Date F In fulfilling the obligations of this Section ICS may loan CUSTOMER venous hardware components while CUSTOMER a components are repaired ICS shall retain title to such loaned hardware components 11 HARDWARE MAINTENANCE There is no hardware maintenance provided pursuant to this Addendum ICS shall provide hardware maintenance only If ICS and CUSTOMER have so agreed In writing If ICS and CUSTOMER agree that ICS shall provide any hardware maintenance such hardware maintenance shall be governed by the tame and conditions of ICS HARDWARE MAINTENANCE ADDENDUM 12 LIMITATION OF LIABILITY EXCEPT FOR THE LIMITED WARRANTY SPECIFIED IN THE SECTION ENTITLED LIMITED WARRANTY ICS MAKES NO WARRANTIES CONCERNING THE HARDWARE ICS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SOFTWARE SUPPORT ADDENDUM SOFTWARE SUPPORT TRAINING ADDENDUM TRAINING OTHER ADDENDA OTHER GOODS AND/OR SERVICES AS SPECIFIED 3 OTHER GOODS OR SERVICES If ICS has agreed to provide any other goods and/or services for CUSTOMER CUSTOMER and ICS agree that the terms and conditions of such are governed by this Agreement and the documents specified herein Such documents are incorporated herein by reference for all purposes 4 DELIVERY Delivery shall be defined as F O B destination at CUSTOMER s premises or when CUSTOMER takes possession of the items to be delivered whichever occurs first ICS shall prepay the shipping and transit Insurance charges for the Items delivered and CUSTOMER agrees to reimburse ICS for such charges 5 RISK OF LOSS Risk of loss shall pass to CUSTOMER upon delivery 6 INSURANCE ICS shall insure the Hardware against loss destruction and theft until delivery CUSTOMER agrees to provide adequate All Risk insurance to cover the Hardware while on CUSTOMER s payment in full CUSTOMER further agrees to hold harmless and indemnify ICS against any and all losses arising out of the Hardware after delivery and before CUSTOMER s payment in full 7 SECURITY INTEREST ICS shall retain a security interest in all hardware related products and in any proceeds for as long as CUSTOMER owes ICS any monies under this Agreement CUSTOMER agrees to execute such document as may be necessary to perfect ICS security Interest 8 PAYMENT All amounts payable to ICS are due and payable in United States dollars at ICS offices in Richardson Texas U S A All amounts not paid when due shall bear interest at the rate of one and one half percent per month or the highest rate allowed by law whichever is less 9 LIAISON BETWEEN ICS AND CUSTOMER ICS and CUSTOMER hereby designate the individuals named herein as Liaisons who shall have the duty of acting as points of contact with personnel of ICS and CUSTOMER respectively CUSTOMER a Liaison shall have the authority to accept goods and services provided by ICS Either party may change its Liaison upon notice to the other party 10 CUSTOMER DELAYS If CUSTOMER delays ICS performance ICS shall be excused from performance for an amount of time commensurate with the delay caused by CUSTOMER CUSTOMER acknowledges that its delay may excuse ICS from performance for an amount of time greater than the delay caused by CUSTOMER Such delays by customer that may cause ICS to delay performance Include but are not limited to the following A CUSTOMER a failure to adequately prepare CUSTOMER a premises for installation of the Hardware prior to the scheduled delivery dale e CUSTOMER s failure to order forms or supplies In a timely manner C CUSTOMER a inadequacy in convening CUSTOMER s data for use by the ICS software including but not Imuted to the following (1) Failure to have prepared such data In the form and format requested by ICS (2) Failure to have prepared such data or before the date specified by ICS (3) Failure to have verified such data for accuracy and (4) Submission of erroneous data to ICS D CUSTOMER a failure to have adequately established the appropriate master files for the ICS Software E CUSTOMER a failure to have completely prepared the Hardware Installation site prior to the Hardware s actual delivery including but not limited to failure to have all electrical work and cable installation completed 11 NON DISCLOSURE OF TERMS Except when required otherwise by law CUSTOMER agrees not to disclose the terms and conditions of this Agreement and the addenda hereto 12 INJUNCTIVE RELIEF CUSTOMER agrees that all Licensed Software provided pursuant to this Agreement is unique If CUSTOMER breaches this Agreement then in addition to such other remedies as are available to ICS ICS may obtain Injunctive relief This Section shall not be deemed to in any way limit such remedies as may be available to ICS at law or equity 13 LIMITATION OF LIABILITY All warranties in this Agreement are subject to the following provisions A ALL WARRANTIES IN THIS AGREEMENT ARE IN LIE OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE UNLESS EXPRESSLY WARRANTED HEREIN ALL GOODS AND SERVICES PROVIDED BY ICS PURSUANT TO THIS AGREEMENT ARE FURNISHED ON AN AS IS BASIS B ICS SHALL NOT BE LIABLE FOR FAILURE TO PROVIDE OR DELAYS IN PROVIDING SERVICES UNDER THIS AGREEMENT IF DUE TO ANY CAUSE BEYOND ICS REASONABLE CONTROL C CUSTOMER EXPRESSLY ASSUMES ALL RESPONSIBILITY FOR THE SELECTION AND USE OF THE HARDWARE LICENSED SOFTWARE AND PRODUCTS CUSTOMER EXPRESSLY AGREES TO VERIFY THE RESULTS OF ITS USE OF THE HARDWARE LICENSED SOFTWARE AND PRODUCTS D CUSTOMER IS SOLELY RESPONSIBLE FOR CREATING DAILY BACKUP AND VERIFYING THE VALIDITY OF BACKUPS IN NO EVENT SHALL ICS RE RESPONSIBLE FOR THE LOSS OF DESTRUCTION OF DATA E CUSTOMER UNDERSTANDS AND AGREES THE COMPLEXITY OF THE COMPUTER SOFTWARE PROVIDED IS SUCH THAT IT MAY HAVE INHERENT DEFECTS LATENT OR MANIFEST ICS SHALL USE ITS BEST EFFORTS TO CORRECT SUCH DEFECTS IF ANY IN ACCORDANCE WITH THE LIMITED WARRANTY GRANTED IN THE SOFTWARE LICENSE ADDENDUM F CUSTOMER UNDERSTANDS AND AGREES THAT IT TAKES SOLE RESPONSIBILITY FOR USING THE GOODS AND SERVICES NOT PROVIDED BY ICS G ICS SHALL NOT BE LIABLE FOR ANY INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER SUCH AS BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ARISING OUT OF THE EXISTENCE OF THE FURNISHING FUNCTIONING, OR CUSTOMERS USE OF ANY SERVICES OR GOODS PROVIDED IN THIS AGREEMENT WHETHER BASED IN CONTRACT TORT OR ON ANY OTHER THEORY OF LIABILITY ICS WILL NOT BE LIABLE FOR DAMAGES AS INDICATED ABOVE EVEN IF ICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES H IN NO EVENT SHALL ICS BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE MONIES PAID BY CUSTOMER TO ICS PURSUANT TO THIS AGREEMENT I NO ACTION REGARDLESS OF ITS FORM ARISING OUT OF TRANSACTIONS OCCURRING UNDER OR CONTEMPLATED BY THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED 14 TERMINATION This Agreement may be terminated in accordance with the following A Either party may terminate In the event of bankruptcy insolvency and/or an assignment for the benefit of creditors of or by either party B In the event CUSTOMER falls to perform In accordance with the terms and conditions of this Agreement including but no limited to all addenda hereto is so notified by ICS and falls to cure such failure within thirty (30) days following notice ICS may terminate this Agreement upon notice C Termination of this Agreement terminates all licenses if any granted pursuant to this Agreement D All non disclosure non competition and confidentiality provisions of this Agreement shall survive its termination E In the event of termination by either party any credits due CUSTOMER for prepayments of maintenance covering the period after the date of termination shall be refunded to CUSTOMER with thirty (30) days from the date of termination Any monies due ICS from CUSTOMER are due and payable on termination date ICS may use any monies due to ICS to offset monies due to CUSTOMER GENERAL TERMS AND CONDITIONS PAGE 2 SOFTWARE LICENSE ADDENDUM 80 A"Ar Integrated Computer Systems Inc 1651 N Collins Boulevard Smte 100 Richa(972) 83-9son, Texasax (9 (972)783-9400 Fax (972)783 9460 Date 2/23/99 Page 1 of 2 g'1 11 ,61 R IIS SOFTWARE LICENSE ADDENDUM is entered into by and between Integrated Computer Systems Inc , located at 1651 N Collins Blvd Suite 100, Richardson, Texas NO, hereafter referred to as ICS and The City of Denton, with its principal location at Denton City Hall 215 E McKinney Denton Texas 76201 hereinafter referred to as -ENSEL or CUSTOMFR On I / 31 / 96 ICS and LICENSEE entered into an agreement entitled GENERAL TERMS AND CONDITIONS hereinafter referred to as the Agreement Pursuant to the Agreement incorporated herein by reference for all purposes and the terms and conditions of this Addendum which are contained on the front and reverse sides of this In LICENSEE agrees to License the following items from ICS ITEM NUMBER DESCRIPTION AUTHORIZED aOF WKS QTw PLAN UNIT PRICE EXTENDED PRICE CAD SOFTWARE 1 Level 3 DCAD Mapping Interface 7 1 POLICE RECORDS SOFTWARE 2 CJIS Basic Police Records Software License Property stolen 19 2 recovered evidentiary), Vehicle stolen recovered impound), Case Mane ement MO assignments, solvability, incident name and descriptors) Call Re orting Software License Master Index Software License Business Contact Software License IBR Incident Based Reporting Software License Arrest Records Software License Warrants Software License 3 DCAD Status Monitor Access 20 1 4 lVelincle Maintenance Software License 7 1 5 General Inventory Software License 7 1 6 Property Room Management Software License 1 3 7 Animal Control Software License 1 3 8 Case Management Software License 22 1 FIRE AND EMS RECORDS SOFTWARE 9 Fire Information Management Software with TXFIRS Reporting 7to 21 2 10 Company Reporting 7to 21 2 11 EMS Reporting 7to 21 2 12 Vehicle Maintenance Software License 3ro6 2 13 General Inventory Software License 3to6 2 14 Fire, EMS Personnel Module with Leave/Hours Reporting 2 1 Is Fire Prevention Software License 7 1 16 Hydrant Testing Software License 2 1 17 Hose Testing Software License 2 1 18 S C B A Maintenance and Testing Software License 2 1 19 1 Report Writer 1 1 20 Data Dlotlona Set u N/A N/A MDC GATEWAY SOFTWARE 21 CDPD Gateway Controller License Upgrade 75to I50 1 22 CDPD Network Controller Software I Stol00 1 23 1 Messaging 15tol00 1 24 NCIC Interface 15to100 1 25 1DCAID Interface 15to100 I 11 34 AM 98Ph2 see con xis SOFTWARE LICENSE ADDENDUM Pastors to the forma and conoltbre contained in this Addendum ICS and LICENSEE desire to supplement and emend the Agreement IN CONSIDERATION OF the to. ant condillons of the Agreement this Addendum and other good shot valuable consideration the promises contained herein IN receipt and sufficiency of which Is hereby ackawediged the names herae agree as follows 1 LICENSED SOFTWARE ICS agrees to provide LICENSEE Win the ICS software descri0ed In this Addendum A LICENSEE may cubsotil order additional ICS Software from ICS and executer, the copy of a SOFTWARE LICENSE ADDENDUM that ICS sands W confirm LICENSEE e renal B Upon execution by LICENSEE and ICS such atldtiaal SOFTWARE LICENSE ADDENDUM emu become effective C At no additional charge ICS shall provide LICENSEE Win am set of docuentmon for Ma ICSSolfware The ICS Sofwares specifications are conlanuminsuch docurbe t lain All documentation Provided to LICENSEE Including M not haled to user manuab for the ICS Sof were shag be deemed to he included Mthln Me defil of the ICSSomeare Additional copes of the documentation are available for an additional charge 2 SOFTWARE ENVIRONMENT In order for the ICS Software to funcllon correctly LICENSEE most Provide a hardware and sollware emlrorvmnt In accordance Win ICS specifications Such environment Includes bin is not board W we of the appropriate operating system at IN version and release levels specified by ICS 3 INSTALLATION Unless olherelse specified In IN; Agreement LICENSEE shall furnish all necessary labor and shal msure lull responsibitlly for the material of the software on LICENSEES hardware A If ICS houses the ICS Software the dale on wish ICS latalb the ICS software shag hereinafter he referred W as the Software Installation Date B If LICENSEE Instals the ICS Software then the date of delivery ahall he deemed to te the Software Insta lion Data 4 LICENSEE FEES LICENSEE agrees W pay the license lees for IN ICS Software spaifled herein 5 OTHER SERVICES LICENSEE agrees to prey ICS lot my services provided at LICENSEE a request and not otherwfae specified In this Addendum Such services Int but are net Igtted to hand delivery of IN I08 Soitwvre W LICENSEE 8 PAYMENT LICENSEE agrees to pay for the ICS Software In accordance WO, the following A Upon execution of this Addendum LICENSEE agrees to prey fifty Percent (50%)al IN goome lee specified in this Achim um unless otherwise specllied In this Agreement B Within ten(10) days after the Software lnsallation Date LICENSEE agrees to payee, Weardce of the fees epecded herein T SOFTWARE ACCEPTANCE Within (30) days after the Software Installation Date LICENSEE shall examine the ICS Software If LICENSEE claim hot accept the ICS Software it shag stale Its reasons In willing to ICS within such Nor days A The ICS Software s performance in accordance with the ICS Software a specifications is the sole criteria W be used In determining acceptance If the ICS Sonexm perform In accordance din ouch specifications it shall be deemed accepted by LICENSEE 8 It the ICS Software does not perform In accordance who its specifications ant LICENSEE gives notice of its non acceptance of the ICS Software swnln own thirty (30) days ICS shag have sixty 160) days after LICENSEE a notice to ICS wllhin which to make soh changes anchor corrections to the ICS Software if any m ICS deem necessary When ICS Informs, LICENSEE Mat the ICS Sof were is ready for CUSTOMER a examination CUSTOMER shell emagre the ICS Software and Inform ICS at Its acceptance or don acceptance In accordance with this Section C If LICENSEE can at give ICS written erotica of non acceptance WtNn thirty(30)up after the Sollware Installation Date than the ICS Software shall be deemed accepted by LICENSEE on the thirty first (3181) day alter the Software Installation Date D If the ICS Software has not limn accepted eflhln thin (30) days after the Software Imtalagon Date then ICS ray formula this Addendum upon odes In accordance with the following (1) LICENSEE shall return to ICS the non accaptetl ICS Software provided Pursuant W "a Addendum (2) Upon receipt of such scitere ICS shag refund the licere lee paid by LICENSEE for such sofhwom ICS refunding such license lees to LICENSEE shag release ICS from all obligations and liability arising out of this Addendum E Inanyevenf LICENSEE a use of the ICS Software in LICENSEE s business operations for more than thirty (30) days thrall be deemed acceptance 8 LICENSED SOFTWARE OWNERSHIP LICENSEE agrees that ICS seine exclusive ownership of IN ICS Soft ore A LICENSEE agrees that LICENSEE acquires alder ownership her any other interest In Me ICS Software except for IN right to tee and Possess IN ICS Software in accordance dM the terra ant conditions of this Addendum and the Agreement 8 All rights rot expressly granted to LICENSEE are retsiad by ICS to LICENSEE a non mckalve ant non aanshuttie loess for IN use and trade In accordance with and pursued to the Software Licensee Addendum A LICENSEE shag use the ICS Software only upon the comiputa hardware and at WcaWnwhereswhsoftrereailhetinstalletl Such computer hardware shall be hereinafter referred to as the Designated Configuration If the Designated Configuration Is malfuaibnla LICENSEE nay temporarily transfer the ICS Software to an alternate compulerhadivrennthosamebcation IfuseailhelCSeoftwareonsohahermte computer harcheare exceeds thirty(30)days LICENSEE shall so notify ICS B LICENSEE use of the ICS Software a funded to we nth the Designated Configuration Including but not hotted to the maximum minor at CRT s specified In this Addendum (1) LICENSEE may we the ICS Software with computer hardware other than the Designated Hardware only Win ICS express wimn cogent and only after paying ICS Men current ecense lee for Ifs additional computer hardware (2) There shall he no atltlltional loeme fee for acting workstations dental to dose In IN Designated Configuration provided the Menem number of users specified Is me exceeded C The ICS Software is Wooded In obacl code format arty LICENSEE agrees ate modify reverse eameer raonsllfule dw comple anchor deaeaenble the ICS Software LICENSEE expressly agrees Mal the,came granted herein gives It no note whatsoever to the ICS Software D WIMoa ICS vegan consent CUSTOMER may not make any copes at the ICS Software except one copy solely for amhwal purposes E On any copy of the ICS Software made by CUSTOMER CUSTOMER mast reprodwe al copyright accss and any other proprietary agende F LICENSEE epees that ICS may enter LICENSEE a Wall proneses during regular humimas Mum to determine LICENSEE s commerce with this Section G LICENSEE shall al we Me ICS Software in service bureau lime sharing ardor remote site opemllam wliMul the express women consent of ICS and paymeed of additional leas to ICS H Williams ICS express waken consent LICENSEE shag not madly, the ICS Software ter shag LICENSEE use any means other then the ICS Software W modify the files mete by Iha ICS Software I Provisions W the contrary whithstarsting If either the Agreement or this Addendum is terminated Ihe license granted Wreln shall Irewdame, terminate J The license granted in this Section shall auWmetloey renew subject W the forme and conditions of this Addendum ant lee SofRvere UpdosepoIcame AtltlerMum at ICS then current license fees unless ICS or LICENSEE gives ON other notice of Intent rot to renew"kams. 10 TRANSFERS Except as expllcay provided for In this Agreements LICENSEE agrees that 11 shag nelgNr ammpt nor actually sell give lend lease convoy transfer ticonse provide dirml copy nor in any ogler manner alienate any of I%rights In the ICS Software Mother or at ever modfied 11 PROPERTY RIGHTS The odes agree that ICS Software Including Sul Out limited W program In source andlor objecl code formal systems designs appecetlons rooms techniques Ideas formulae ender knwse how ullill ardor de"ioadby ICS are and shag remain to exduete property of ICS LICENBEEagraee that the ICS Software corelee of ICS trade searels I08 shall retain all copyright interests In the ICS Software whether published or usxdbNShed A All if arty modifications made to the ICS Software by ICS shag be the exckalve property of ICS and ouch modlloallons OWN he deemed to be mckdded wailn the degnitbn of ICS Scheme 12 NONDISCLOSURE LICENSEE agrees al to caciose the ICS Software LICENSEE further agrees that the ICS Software conlalns trade secrete of ICS Met LICENSEE shall keep the ICS Software confidential and that LICENSEE shag rat remove Such proprietary n olices as ICS Trey clime to place on the ICS Soihaare A LICENSEE agrees to inform all of LICENSEE a employees who have access to the ICS Software as to the Provisions of Ihie Section B LICENSEE agrees to Mat access to the ICS Software W Rase enploya ds wh W In the taunts of their employment wed access to the ICS Software C LICENSEE agrees not W Permit any independent contractor taludrg Mhot limited W conaukada any access to the ICS Software Wthoul own intlepergenlcontractors first executing ICS then standard non dacbsure/an competition agreement and retuning W ICSanexamadcopy ICS shall provide LICENSEE a copy of such agr"rrent upon request D Except as Provided In Paragraph F of this Section LICENSEE agrees that it wig wake Net efforts to ensure that all of LICENSEE employees who review the documentation anchor receive ICS training shag first execute ICS than standard annd sclosure/am competition agreement ant return W ICS an executelcopy ICS shag provide LICENSEE acopyofsuchaweementiaximmeed In either case LICENSEE agrees W Inform LICENSEE a employees, of the namdNcbeurelmmconpellllon agreement between ICS and LICENSEE E LICENSEE agrees that all of LICENSEE a employees wind have prograrrel anchor application software knosNe lge W the aided that It could jeopardize the annually and trade secrels at the ICS Software and who well review or have access to the documentation anchor receive ICS training shall first execute ICS Then standard don deceeurefan- compentitionagreement and return WICS anexecuted copy ICS shall provide LICENSEE acopyofeuchagreenedupsimagmat In either case LICENSEE agrees to Inform LICENSEE a employees of IN non decbsurehon-come llon agreement between ICS and LICENSEE 13 COVENANT NOT TO COMPETE LICENSEE agrees that for as brig as the Agreement remains In edeol and for a period of Mo (2) years faloyMg its tomenadm LICENSEE shall not compete with ICS in the business of providing to others software Met performs functions elrNer to the ICS Software 14 LIMITED WARRANTY ICS makes the fallowing gated warranty A The ICS Software shag function In substantial accordance with its specifications for am year after pa Software Installation Data LICENSEE agrees that the ICS Software Is of such complexity that it may have Oki Inherent latent anchor mandaN and Mal as ICS sole Lability ant LICENSEES sole remedy ICS shall provide programing services W correct documented errore of In ICS opldon are tamed by a defect In an unatlared version of the ICS asflware B If LICENSEE alliles ICS that there is such an error and ICS lnesioNatlon revel that IN error Is due W Some came other than a malfunction of the ICS Scheme den LICENSEE agrees to corfpensate I08 for Its efforts at ICS than standard consulting rates Such other cam" that may cause errore include but are not Notified to herdware rnalluabom me of supplies al recommended by ICS erroaom dam errore coming by LICENSEE s personnel and errors caused by more not wllhin Me reasonable mdml of ICS 15 SOFTWARE MAINTENANCE There ism software maintaance WovIdedpirswnt W this Addendum ICSshelproMde software maintenance orgy II ICS anal LICENSEE have so agreed in writhe A ICS has no Oblgations under WS Adtlmdum W provide LICENSEE sell, such corrections modifications all lmpro"nents that ICS may choose to develop anchor al for Me ICS Software B If ICS and LICENSEE agree teat ICS shall provide any software maintenance soh sai ware nalrseaae shall be governed by the tame and condaons of either ICS SOFTWARE SUPPORT ADDENDUM or SOFTWARE UPDATE/RELEASE ADDENDUM 18 FORMSOUALITY The ICS Software has been designed to print mire specific form that LICENSEE may purchase from ICS hereinafter referred to as the ICS Forms If LICENSEE chooses not to we the ICS Forme or farms that are Identical to" ICS form LICENSEE does so at Its carries and(hereby agrees ettea provisions of ICS FORMS AND SUPPLIES WAIVER witch is Incorporated herein by references 17 LIMITATION OF LIABILITY EXCEPT FOR THE WARRANTY SPECIFIED IN THE SECTION ENTITLED LIMITED WARRANTY ICS MAKES NO WARRANTIES CONCERNING THE ICS SOFTWARE AND ICS PROVIDES SUCH SOFTWARE AS IS ICS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING BUTNOTLIMITEDTO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE USEOFTHEICS SOFTWARE ON OTHER THAN THE DESIGNATED CPU VOIDS ALL WARRANTIES AND IS AT LICENSEES SOLE RISK IN NO EVENT SHALL ICS BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE MONIES PAID SYCUSTOMER TO ICS PURSUANT TO THIS ADDENDUM SOFTWARE LICENSE ADDENDUM Date 2/23/99 Page 2 of 2 ITEM NUMBER DESCRIPTION AUTHORIZED BOF WKS QTY PLAN UNIT PRICE EXTENDED PRICE MDC FIELD ENTRY APPLICATIONS 26 Incident Reporting 90 1 27 Citations 90 1 28 DCAD Ma pm Interface 90 1 29 DCAD Premise Drawmg Interface 90 1 30 Cell Voice Response Software 90 1 31 Texas Traffic Accident Reportin , Software for MDC 90 1 32 Traffic Accident, Crime Scene Drawmg Software for MDC 90 1 33 Vehicle Towingand Invento Report Software for MDC 90 1 34 Briefing Special Patrol Not, Pad 90 1 35 Magnetic License Up load Software 90 1 36 Field Interview 90 1 37 House Watch Reporting 90 1 38 Document Indexing Software for MDC 90 1 39 MDC Paging 90 1 40 Fire Incident Company Reporting (requires windows 9X version) 30 1 41 Fire Incident Reporting (requires windows 9X version) 30 1 42 Fire EMS Reporting (re uires windows 9X version) 30 1 43 Fire Pre Plan Drawing Software 10 1 44 CDPD File Upload Software 1 10 45 ICS System Instal] Management Services 30 1 46 -ion 11CS Prime Contractor Facility Installation Management Service N/A 160 47 FIrePre Plan Drawing 30 1 NOTE (1) The software listed and priced above does not include program modifications ICS SALES REP Thomas P Galbraith INSTALLED BY ICustomer Customer has read and agreed w be bound by ICS GENERAL TERMS AND CUNDI I IONS ana this SOFTWARE LICENSE ADDENDUM j SUB -TOTAL $980,92500 SUBTOTAL NONE INSTALLATION CHG $33,50000 DISTRIBUTION CHIC $6,650 00 SUB.rOTAL $1,021,07500 SALESTAx N/A TOTAL $1,021,075 00 CASH WITH ORDER 1 $510,537 50 BALANCE DUE $SIO,S37 SO ACCEPTED BY v ACCEPTED BY CUSTOMER NAME T7C]1tj OFAtENTOV INTEGRA 'ED COM TER SYSTEMS NC SIGNATURE SIGNATURE C`J' TITLE TITLE nr, DATE tK (Q_ DATE I?e 11 34 AM 98Ph2 sw con xls SOFTWARE LICENSE ADDENDUM Fusing to the term and coMllbns contained in this Addendum ICS and LICENSEE desire to supperant and emend the Agreemal IN CONSIDERATION OF the term am Conditions of the Agreement this Addendum and other good am valuable consideration the promses contained herein the receipt and sufficiency of which Is hereby acknowledged the padlw hereto agree as follows 1 LICENSED SOFTWARE ICS agrees to provide LICENSEE win the ICS software described in this Addendum A LICENSEE may suheegwnW order additional ICS Software from ICS am executing la copy of a SOFTWARE LICENSE ADDENDUM that ICS sands to Confirm LICENSEE s requeal B Upon execution by LICENSEE and ICS ouch aditioal SOFTWARE LICENSE ADDENDUM shah becotre effective C At m additional charge ICS Shall provide LICENSEE with are set of dbcunaemet.n for the ICS Software The ICS Sof agres specifications are contained in such tlocunargellon All documentation provided to LICENSEE Including b l ml Iamledto user mansim for the ICS Software shells memo to IN included within the datinllion of the ICSSofwore Additional copal of the documemellon are avakabe for an additional charge 2 SOFTWARE ENVIRONMENT In order for the ICS Software to function correctly LICENSEE awl provide a hardware am software eahronrent In accorance will ICS Specifications Such environment Includes but is Cot herded to use of the appropriate operating system at the version aid release levels specified by ICS 3 INSTALLATION Unless otherwise specified In this Agreement LICENSEE sal furnish at necessary labor am shell assure lul impomlblllly for the installation of the software on LICENSEE hardware A If 1081al the ICS Software the date on Mach ICS Installs the ICS somishe shot hereinafter be referred to as the Software Installation Date e It LICENSEE Inhale the ICS Software then the dale of delivery shell be deemetl to he the Software Installation Date 4 LICENSEE FEES LICENSEE agrees to pay the license lees for the ICS Software specified herein 5 OTHER SERVICES LICENSEE agrees to pay ICS for my services provided at LICENSEE a request and not otherwise specllled In this Addendum Such &amass Imbde but are not linked to hard delivery of the ICS Software to LICENSEE 6 PAYMENT LICENSEE agrees to pay for the ICS Software In accordance with the loewing A Upon execution of this Addendum LICENSEE agrees to pay fifty percent (50%) of the license lee speclfied In this Addendum unless otherwise specified In this Agreement B Oftin ton (10)days after the Software Installation Data LICENSEE agrees to paylhe beanie of the lees Nonni herein 7 SOFTWARE ACCEPTANCE Within (30) days alter the Software lrealaleon Dale LICENSEE shell examine the ICS Software If LICENSEE thou not accept the ICS Software It shot state its reasorre In writing to ICS within such may was A The ICS Software a performance in accordance with the ICS Software spocificatloa Is IN sea criteria M be used m determining acceptance It to ICS SolMare psrforla In amartlmne with own spechhcalloe it$net he deemed accepted by LICENSEE B If the ICS Software dose not perform In accordance widh its specifications am LICENSEE gives miles of Its mn acceptance of the ICS Somers within such It (30) days ICS .hell have sixty (60) days after LICENSEE a mike to ICS within whch to make such charges ardor Correction to the ICS Software if any as ICS mom necessary When ICS Inform LICENSEE fuel IN ICS Software Is realty for CUSTOMER a examination CUSTOMER shah examne the ICS Samara and inform ICS of its acCopance or Con acceptance in accormi with this Section C if LICENSEE does Cot gain ICS swan mllc s of Con meopance within thhry (30) days after the Software Instalallon Date then IN ICS Somme shot he memo by LICENSEE on gal Thirty first (31lag day after the Software Inselatlon Dale D If the ICS Software has m1 been accepted within thirty (30) days after the Sofware Installation Date then ICS may tonninete Wa Addendum upon notice In accordance with IN following (1) LICENSEE shah return to ICS the Con accepted ICS Software providad purswnl to this Addendum (2) Upon receipt of own software ICS shall refund the license fee peld by LICENSEE for Such software ICS refundng awn Yceme fees to LICENSEE shall release ICS from at oftbutioe and liability adaing out of We Addendum E Inamyevent LICENSEE s we of the ICS Software In LICENSEE s outguess operations for more than thirty (30) days shot da deemed acceptance 8 LICENSED SOFTWARE OWNERSHIP LICENSEE agrees that ICS claim exclusive ewnershp of the ICS Soibvars A LICENSEE agrees that LICENSEE acquires neither ownership her any other Interest In the ICS Software except for the right to use and Masses the ICS Solleare in accordance with the ante and Conditions of this Adfemum and the Agreement B AS rights Col expressly granted to LICENSEE are opened by ICS I SOFTWARE LICENSE ICS hereby grants to LICENSEE a en exclusive and Con IrenMermle license for the we end possession of the ICS Software In accordance win and pursuant to the Software Licemee Addendum am the Software Updale/Releceae Addendum A LICENSEE Stait use the ICS Software only upon the computer hardware and at the location where such software Is first lnsleled SmIl CoaMerhardwareahallbe comper aeware In the Sate location it We Of IN ICS Software on such alternate compiler hardware exceeds thety (30) days LICENSEE Shall So notify ICS B LICENSEE a we of the ICS Software is larded to use with IN Designated Configuration ImAldng M not limited to the maximum number at CRT a specified In INS Am$ndum (1) LICENSEE nay we the ICS Software with compeer hardware other than the Designated Hardware only with ICS express woman consent and only after MOM (2) There shall be an additional lb$me tee for mat warkalatloa Identical to these In the Designated Configuration provided the maximum ounber of users specified Is Col exuded C The ICSSoltwarea provldedmopactcomformalonly LICENSEE agrees Col to modify reverse engineer recoatam de conpha ardor disassemble the ICS Sofarre LICENSEE expressly agrees tal the pceme granted herein gives It he rights whatsoever to IN ICS Software D Withoul ICS Milan mount CUSTOMER Trey Cot mere any copes at the ICS Software excep one copy holey for archival purposes E On any copy of the ICS Software made by CUSTOMER CUSTOMER mat reproduce all cop sighl Whose and any other proprietary agenda F LICENSEE agrees that ICS may enter LICENSEE a business promses daring regular betas hours Io determne LICENSEE s carro ance with this Section O LICENSEE Sall not use the ICS Software In semace bureau Ina sharing ardor remote site o rakoa Mthoul has express written cement of ICS am payment of additional lees to IC6� H Wlimut 108 express written consent LICENSEE tall notmmiy the ICS Sofnvere nor Ball LICENSEE use any means other Ian the ICS Software to minty the lies used by the ICS Software I Provisions to the contrary rahNlheleMlng if either the Agreement or this Addendum is termnaled the la.ae granted herein shalt lneradalely lermale J The loans$ granted In this Section shot automatically renew supect to the terms and conditions of this Addendum and the Software Update/Relicense Addendum at ICS than current peens$ fees ones, ICS or LICENSEE gives the other miles of intent Col to renew the license 10 TRANSFERS Except as explicitly poNtled for In th s Agreement LICENSEE agrees final It shell neither altalryt nor actually sell give end base convoy transfer license provide delinish copy oar in any other rrenner all ineN any of IN rights in the ICS Software whether or Not ever modlled 11 PROPERTY RIGHTS The padres agree that ICS Software Including but not traded to Program In Samoa ardor object code formal system designs applications ruutmes tecNyques seas formulae anNar knew how uflllzed ardor developed by ICS are and shall remain the ex0loei at Properly of ICS LICENSEE egress that the ICS Software consists of ICS trade seem% I08 Shall retain at copyright Interests In the ICS Software whether"nshad or unyxsyahed A Al of any modification made to the ICS Software by ICS shell be the exclusive property of ICS and awn modlloaioe Shell he daemed Io be Included within the defhYllon of ICS Software 12 NONDISCLOSURE LICENSEE agrees Cot to (Iecbae the ICS Soltwtae LICENSEE further agrees that the ICS Software contde trade somem of ICS that LICENSEE shah keep the ICS Software confidential and that LICENSEE shot not remove Such proprietary Option as, ICS may choose to pace on IN ICS Software A LICENSEE agrees to inform at of LICENSEE a employees who have access to the CS B LICENSEE agrees to limit amass to the ICS Software to those enployws wia In the course of their empbymenl need amass to IN ICS Schisms C LICENSEE egress not to pemit any Independent Contractor loathing but Col United to consultants any access a the JOB Sollware without such independent contrmtorb first executing ICS than standard nondacbsurehan competltion agreement and returning to ICSanexeculedmpy ICSshe# provide LICENSEE a copy of such agreermnl upon request D Except as providisc n Paragraph Fog this Section LICENSEE agrees, that IIWN were competition agreement am return Co a copy of such agreement upon reµ LICENSEE a employees of the Con I E LICENSEE agrees that at of LICENSEE a empbyeee who have programming ardor applumn software knowletlge tc the extent that it Could Jeopardize the SCourlty and We& secrete at the ICS Software am ton will ISOew or have Sao... to the dacumeeatlon ardor receive ICS training shot first execute ICS then sarlmrd Con tlleclosurehan compelltlon agreement and return to ICS an executed copy ICS shall provide LICENSEE a copy of such agreeµml upon request In either one LICENSEE agrees to Inform LICENSEES employees of the mrFdhmbs relarnconpetlllon agreement between ICS aid LICENSEE 13 COVENANT NOT TO COMPETE LICENSEE agrees that for as, erg as, the Agreemrent rentals In effect are for a pedod of two (2) years Iapove)U Ita termnation LICENSEE shot Cot con sea with ICS Into Waimea of providing to others software that perform functions similar to the IDS Software 14 LIMITED WARRANTY ICS rakes IN fallowing United waranty, A The ICS Software shah function in substantial accordance with IN specllicsfam far am year after the Software Installation Date LICENSEE agrees that the ICS Software Is of such complexity, that it may have defects Inherent talent andorm sleet and that as ICS sole liability and LICENSEE a sole remedy ICS.hatprovldeprogremningservlCos to correct dbcunlentetl errors %Won in ICS opinion are caused by a defect In an unaltered version of the ICS software B If LICENSEE metes ICS that there le ouch an error and ICS Investigation reveals that the error Is due to Soma awe other than a m9thumtion of the ICS Software Iron LICENSEE agrees to corpareate ICS for IN efforts at ICS Ihen standard commig raise Such other tames that may cause errors Include but are not Unotedto hardware malfunction we of supplies Col recoamaded by ICS eaoncow data errant caused by LICENSEE a pareamel am errors caused by cream not within IN reasonable control of ICS 15 SOFTWARE MAINTENANCE There Is no software meateame provided Pursuant to the Addandum ICS shall Provide software rreintenance arty If ICS am LICENSEE have so agreed In writing A ICS lea no obligations under this Atldandm to provide LICENSEE with own concave ramifications ardor lmprovemera that ICS may choose to havebp ardor acquire for the ICS Software B If ICS and LICENSEE agree that ICS shah Provide any software maintenance own saitware mahnienance shah be govered by not arm and Conditions of afther ICS SOFTWARE SUPPORT ADDENDUM or SOFTWARE UPDATEIRELEASE ADDENDUM 16 FORMSOUALITY The ICS Software has been designed 0 pint wing specific form that LICENSEE may purchase from ICS hereinafter referred to as, the ICS Form It LICENSEE time.. not to we Inc ICS Forma or forme that are Identical to the ICS fora LICENSEE does ea at IN am risk and hereby, agrees to the provisions of ICS FORMS AND SUPPLIES WAIVER which Is incorporated herein by references 17 LIMITATION OF LIABILITY EXCEPT FOR THE WARRANTY SPECIFIED IN THE SECTION ENTITLED LIMITED WARRANTY ICS MAKES NO WARRANTIES CONCERNING THE ICS SOFTWARE AND ICS PROVIDES SUCH SOFTWARE AS IS ICS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES EXPRESSOR IMPLIED INCLUDING BUTNOTLIMITEDTO THE IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE USEOFTHEICS SOFTWARE ON OTHER THAN THE DESIGNATED CPU VOIDS ALL WARRANTIES AND IS AT LICENSEES SOLE RISK IN NO EVENT SHALL ICS BE LIABLE FOR ANYAMOUNT IN EXCESS OF THE MONIES PAID BY CUSTOMER TO ICS PURSUANT TO THIS ADDENDUM TRAINING ADDENDUM AV—Ustagnated Computer Systems Inc Boulevard R 72) 7Fx d83 9 0son 0 aas O(9 28 ) 3t9460 Date 2/23/99 Page I of I City of "1 It •• ,a Department 601 F. Hickory. Denton I .sl .' 8 ' 1 . . u. • ' h i• I�t• Fax .., ,. . , [IS TRAINING ADDENDUM Ia entered Into by and between Integrated Computer Systems Inc located at 1651 N Collins Blvd Suite 100 Richardson, Texas 75080 natter referred to as ICS and The City of Denton, with its principal location at Denton City Hall, 215 F McKinney, Denton Texas 76201 hereinafter referred to as LICENSEE CUSTOMER On 1 / 31 / 98 ICS and CUSTOMER entered into an agreement entitled GENERAL TERMS AND CONDITIONS hereinafter referred to as the Agreement Pursuant to the Agreement incorporated herein by reference for all purposes and the terms and conditions of thiti Addendum which are contained on the front and reverse sides of a page Customer agrees Ia purchase the following training from ICS NOTE (1) Training price is for tram the trainer (2) Additional training will be charged at current ICS training rates plus expenses ICS SALES REP Thomas P Galbraith INSTALLED BY IC$ Customer has read and agreed to be bound by ICS GENERAL TERMS AND GUNDI I EJNS anti this IRAININU AUDI ACCEPTED BY CUSTOMER NAM SIGNATURE TITLE DATE ACCEPTED BY SUB TOTAL $15,675 00 ESTTRAVEL N/A N/A SUB TOTAL $15,675 00 SALES TAX TOTAL $15,675 00 CASH WITH ORDER $7,837 50 BALANCE DUE $7,83750 INTEGRRAIEEDDCOOMMPW�Y, SYSTEMS INC SIGNATURE(�'%j�� TITLE DATE 3 11 02 AM 98Ph2 TRAIN CON xls TRAINING ADDENDUM A IDS and CUSTOMER desire to supplement and amend the Agreement IN CONSIDERATION OF the terms and Conditions of the Agreement this Addendum and other good and valuable consideration the premises contained herein the recelpl and sufficiency of which is hereby acknowledged the comes hereto agree as follows 1 ICE TRAINING ICS agrees to provide CUSTOMER with the ICS Training identified in this Addendum Such ICS Training Is described in the ICS Training Description Manual A CUSTOMER may subsequently order additional ICS Training from ICS by requesting such additional ICS Training from ICS and executing the copy of the TRAINING ADDENDUM that I06 sends to confirm CUSTOMER request B The ICS training shall consist of a fixed lee ICS course training on a time and materials basis and/or use of ICS Training Materials at CUSTOMER a site and/or at an ICS service center C All materials provided to CUSTOMER Including but not limited to user manuals for the ICS Software shall be Claimed as ICS Training Materials D Certain elements of the ICS Training are designed to train a minimum number of students at the same time If there Is a minimum number of students for an element of the ICS Training the minimum number for such element is specified in this Addendum If the minimum number fails to attend such ICS Training ICS may charge CUSTOMER as though the minimum number of students did attend 2 MAXIMUM NUMBER OF STUDENTS Contain elements of the ICS Training are designed to train a limited number of students at a time If there Is a maximum number of students for an element of the ICS training the maximum number for such element is specified In this Addendum A If more of CUSTOMER a employees choose to attend the ICS Training than are specified in this Addendum ICS either shall charge CUSTOMER an additional charge for every such additional student at ICS then standard rates or ICS In Its sole discreti0n may refuse to tram such additional students until a time mutually agreeable to CUSTOMER and ICS B ICE recommends that customer purchase ICS Training in all applications of the ICS Software and the Sublicensed Software for at (east two (2) of CUSTOMER a personnel 3 PREREQUISITES CUSTOMER agrees that the ICS Training is not intended to train CUSTOMER s personnel in their lob skills HIS Training is intended to provide the basic skills necessary to operate the ICS Software and the Sublicensed Software A CUSTOMER represents that those of its personnel who are to receive ICS Training are competent and have the necessary skills to perform such duties as CUSTOMER may assign them B Each of CUSTOMERS personnel must execute and provide to ICS ICS then standard non disclosure/non competition agreement prior to the commencement of ICS Training for such person C If CUSTOMER requests that Training occur at CUSTOMER a site then CUSTOMER must provide training facilities and computer resources In accordance with ICS Instructions and specifications 4 FEES AND PAYMENT CUSTOMER agrees to pay ICS the total amount due as stated In this Addendum in accordance with this Section A If the mining Is fixed fee then (1) Upon execution of this Addendum CUSTOMER agrees to pay ICS fifty percent (509/) of the total hxetl fee amount specified herein (2) Upon completion of the training specified herein CUSTOMER agrees to pay ICS the balance of the (bad fee amount specified In this Addendum B If the training is on a time and materials basis then (1) Upon execution of this Addendum CUSTOMER agrees to pay fifty percent (5091) of the Estimated Total Cost specified In this Addendum or one hundred dollars ($10000) whichever is greater (2) Every month ICS shall Invoice CUSTOMER for the balance of the time and materials charges CUSTOMER agrees to pay such Invoices within ten (10) days of recelptihereof C CUSTOMER also agrees to reimburse ICS for all travel and related expenses arising out of ICS training of CUSTOMER Such expenses Include but are not limited to time In transit transportation lodging and meals D CUSTOMER shall bear all associated travel and related expenses of its employees Such expenses Include but are not limited to transportation lodging and meals 5 SCHEDULE This Addendum contains the schedule for the training It CUSTOMER changes the schedule fewer than thirty (30) days prior to the scheduled date ICS may charge CUSTOMER ICS then current re scheduling fee S PROPERTY RIGHTS CUSTOMER agrees that the ICS Training Materials are and shall remain the exclusive property of ICS ICS shall retain all copyright interests in the ICS Course materials whether published or unpublished CUSTOMER agrees that the ICS Training Materials contain trade secrets of ICS NON DISCLOSURE CUSTOMER agrees not to disclose the ICS Training Materials to keep the ICS Training Materials confidential and to not remove such proprietary notices as ICS may choose to place on the ICS Training Materials CUSTOMER agrees to inform all of CUSTOMER a employees who have access to the ICS Training Materials as to the provisions of this Section B CUSTOMER agrees not to perm It any independent contractor including but not limited to consultants any access to the ICS Training Materials without ICS Consent and without such Independent contractor's first executing ICS then standard nondisclosuremoneompstitlon agreement and returning to HIS an executed copy ICS shall Provide CUSTOMER a copy of such agreement upon request B LIMITATION OF LIABILITY ICS MAKES NO WARRANTIES CONCERNING THE ICS TRAINING MATERIALS OR THE SERVICES PROVIDED PURSUANT THIS ADDENDUM ICS PROVIDES THE ICS TRAINING MATERIALS AS IS ICS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SOFTWARE SUPPORT ADDENDUM Integrated Computer Systems, Inc 1651 N Collins Boulevard Suite 100 Richardson Texas 75080 (972) 783 9400 Fax (972) 783 9460 �-tisr ' 1 C Date 2/23/99 Page I of 2 Cily of Denton Police Department 601 E. • ck.yp lFax e o a.l r.l . a a Metro ' 43 I ' t.l 49-7929 THIS SOFTWARE SUPPORT ADDENDUM is entered into by end between Integrated Computer Systems Inc located at 1651 N Collins Blvd, Suite 100 Richardson, Texas 75080, hereafter referred to as ICS and The City of Denton, with its principal location at Denton City Hall 215 E McKinney, Denton Texas 76201 hereinafter referred to as LICENSEE or CUSTOMER A On 1 / 31 / 98 ICS and CUSTOMER entered into an agreement entitled 'GENERAL TERMS AND CONDITIONS hereunder referred to e, the Agreement B Pursuant to the Agreement incorporated herein by reference for all purposes and the terms and conditions of this Addendum which are contained on the front and reverse sidss of this page Customer agrees to purchase support for the following items from ICS ITEM NUMBER DESCRIPTION SUPPORT LEVEL 4ERGENO PLAN BASIC FEE MONTHLY BASIC FEE MONTHLY 1 Level 3 DCAD Mapping Interface 3 NONE POLICE RECORDS SOFTWARE 2 CIIS Basic Police Records Software License Property stolen recovered evidentiary), Vehicle stolen recovered impound), Case Management MO assignments, solvability, incident name and descriptors) Call Reporintut Software License Master Index Software License Business Contact Software License IBR Incident Based Reporting Software License Arrest Records Software License Warrants Software License 3 DCAD Status Monitor Access 3 NONE 4 Vehicle Maintenance Software License 3 NONE 5 General Inventory Software License 3 NONE 6 Pro erty Room Management Software License 3 NONE 7 Animal Control Software License 3 NONE 8 Case Man a amen' Software License 3 NONE FIRE AND EMS RECORDS SOFTWARE 9 Fire Information Management Software with TXFIRS Reporting 3 NONE 10 Company Reporting 3 NONE I 1 EMS Reporting 3 NONE 12 Vehicle Maintenance Software License 3 NONE 13 General Inventory Software License 3 NONE 14 Fire, EMS Personnel Module wrth Leave/Hours Reporting 3 NONE 15 Fire Prevention Software License 3 NONE 16 Hydrant Testing Software License 3 NONE 17 Hose Testing Software License 3 NONE 18 S C B A Maintenance and Testing Software License 3 NONE 19 Report Writer 3 NONE MDC GATEWAY SOFTWARE 20 CDPD Network Controller Software 3 NONE 21 Messaging 3 NONE 22 NCIC interface 3 NONE 23 DCAD Interface 3 NONE 1117 AM 98Ph2 SW SUP Con xls SOFTWARE SUPPORT ADDENDUM ICS and LICENSEE desire to supplement and amend the Agreement posslNefor rS to utilize TSP then ICS shall Install such Enhancements in accordance with the section entitled TIME AND MATERIALS SERVICES IN CONSIDERATION OF the terns and conditions of the Agreement this Addendum and other good and valuable consideration the premises contained herein the receipt and sufficiency of which is hereby acknowledged the parties hereto agree as follows 1 DEFINITIONS Unless the context otherwise provides the terms defined in this section shall for the purposes of this Addendum have the meaning herein specified A Enhancement An Enhancement Is defined as an Improvement to the ICS Software Such Improvement includes but is not horded to atltlmg a function adding a report adding a CRT input format and adding a program B Update An update is defined as a change or error corrections made to the existing ICS Ucansad Software and Includes but is not limited to changes made to bring current any function or functions C Licensed Software The ICS Software is collectively referred to as the Licensed Software 0 Third Party Software The software provided by the customer and/or ICS which Includes but not limited to the operating system software word processing software e mall software spreadsheet software or any other office software products that is not that is not specifcally written and/or supported by ICS E Telephone Support Telephone Support is a service of ICS in which LICENSEE may telephone ICS for consultation concerning the Licensed Software The standard period of telephone support 800 a in to 500 p in Central Standard Time Monday through Friday excluding holidays F TSP SeMces TSP Services are Installation and error correction services providetl by ICS using ICS Telecommunications Support Package Software hereinafter referred to as the TSP Services G Emergency Plan The Emergency Plan describes the periods in addition to ICS standard pedal Telephone Support during which ICS will be available to LICENSEE for Telephone Support for emergency software problems (a) Emergency Plan A 800 a in 5 p m Monday through Saturday excluding ICS Holidays (b) Emergency Plan B 800 a m midnight Monday through Saturday excluding ICS Holidays (c) Emergency Plan C 800 a in 1200 midnight every day (d) Emergency Plan twenty four hours a day every day (a) Unless otherwise agreed to in writing all times referred to in this Addendum refer to Central Time H Comprehensive Support Service Plan ICS shall provide software support in accordance with the selected support service plan SeMces proNtled are (a) Provide Enhancements to ICS licensed Software (b) Provide Updates or error corrections to ICS licensed Software (c) Provide Telephone Support to) Provide software UpdatelEnhancement on site Installation service (a) Includes the registration and travel expenses to the ICS users conference as stated on the front of this agreement If nothing is specified on the front of this agreement then no coverage of user conferences expenses will be provided (f) On site systems support per month (NON ACCUMULATING) PLAN NUMBER 1 2 3 4 5 6 7 8 9 a Y Y Y Y Y Y Y Y Y b N Y Y Y Y Y Y Y Y C N N Y Y Y Y Y Y Y d N N N N Y Y Y Y Y a N N N Y Y Y Y Y Y f N N N N 2he 4hrs 8hrs 16 he 32 firs 2 SOFTWARE SUPPORT In accordance with the terms and conditions of this Addendum ICS shall provide LICENSEE with software support for the ICS Software and Sublicensed Software specified In this Addendum A ICS shall Provide Enhancements Updates TSP Services and Telephone Support In accordance with the Section entitled ENHANCEMENTS UPDATES ERROR CORRECTIONS TSP SERVICES TELEPHONE SUPPORT" B All software provided pursuant to this Addendum is provided AS IS Updated documentation will only be provided to LICENSEE If ICS Is provided updated documentation by the software supplier C All Enhancements Updates and error corrections for ICS Software shall be deemed 0 be IDS Software and shall be subject to the provisions of the ICS SOFTWARE LICENSE ADDENDUM that applies to the Licensed Software enhanced updated or corrected ICS shall Install updates to LICENSEE software at least once every calendar year 3 SOFTWARE COVERED This Addendum shall apply to all Licensed Software It LICENSEE acquires additional Licensed Software such software shall upon its Software Installation Date become subject to this Agreement The annual or monthly fees for such additional Licensed Software shall be added as relevant to the annual or monthly fees already charged to LICENSEE 4 FEES AND PAYMENT For the services provided harem LICENSEE agrees to pay the monthly or annual software support fee as Specified in this Addendum and in accordance with the following unless otherwise Stated an the front of this Addendum A If the support fee is monthly then LICENSEE agrees to pay the first month a fee and all one time charges upon execution of this Addendum Subsequent monthly fee payments are due on the first day of subsequent months B If the support fee Is annual then upon the effective date of this Addendum LICENSEE agrees to pay ICS all of the one time charges and the annual fee Thereafter ere annoat Support fee is due on of before the first month of every year this Addendum Is In effect C After this Addendum has been in effect foroneyear ICS may change the monthly andlor annual Support fee upon sixty days notice 5 TERM This Addendum shall become affective on the date executed by an officer of ICS and Shall hate an Initial term commencing upon the effective date and ending upon the last day of the first year this Addendum is in effect Thls Addendum shall automatically renew for subsequent one year terms unless either pony gives the other pony at least thirty days notice of its Intent not to renew 6 INSTALLATION It LICENSEE has acquired the TSP Services then ICS shall Install the Enhancements Updates and Error Corrections upon LICENSEE s computer system at no charge If LICENSEE has not acquired the TSP Services or if in any event It Is not practical or 7 ENHANCEMENTS From time to time ICS In Its sole discretion may choose to make enhancements to the ICS Software ff ICS does make such Enhancements ICS shall provide them to LICENSEE In accordance with the section entllled INSTALLATION A If the vendor of the third pony software makes enhancements without charge to ICS ICS may in Its sole discretion provide such Enhancements B LICENSEE acknowledges that the Enhancements may not function with the particular configuration of hardware and software possessed by LICENSEE and that In orderto function the Enhancements may require additional hardware and software at an additional cast to LICENSEE C LICENSEE also acknowledges that the Enhancements when in use may Wilize more system resources than the Licensed Software currently Installed Such additional system resources include but are not limited to additional auxiliary storage additional memory and additional use of the CPU D LICENSEE also acknowledges that ICS does not provide software updates or enhancements to third party software unless specifically slated S UPDATES In accordance with the terms and conditions of this Addendum ICS shall provide LICENSEE with error corrections and ICS selectively designated mandated legislative Updates for the ICS Software Specified In this Addendum and the Section entitled INSTALLATION A ICS Is to be notified by LICENSEE of any enors or mandated legislative changes requiring corrections or motlifications to ICS Selectively designated existing software B Legislative updates software motlifications costing In excess of $2 000 will be born by the Licensee C Updates as defined above are made solely at the discretion of ICS 9 TELEPHONE SUPPORT ICS shall provide telephone support in accordance with the following A During the Standard period of Telephone Support ICS shall be available to provide consultation to LICENSEE by telephone Such consultation consists of answering LICENSEE s questions concerning use of the Licensed Software B CUSTOMER Is responsible for all long distance calls initiated by CUSTOMER C ICS shall provide Telephone Support at times outside the standard period of Telephone Support in accordance with the Emergency Plan specified In this Addendum 10 TSP SERVICES In order for LICENSEE to use the TSP Services LICENSEE must have first acquired a copy of the TSP Software pursuant to the terms and conditions of ICS SOFTWARE LICENSE ADDENDUM If LICENSEE has acquired the TSP Software then ICS shall perform the following services A When ICS distributes Enhancements Updates or Error Corrections ICS shall install such Enhancements Updates or Error Corrections by means of the TSP Software installed at LICENSEE and a telecommunications connection to ICS B LICENSEE shall provide the telephone lines and all equipment necessary to use the TSP Software at LICENSEE S premises C ICS is responsible for all TSP long distance charges incurred when providing an error correction to the ICS Software D CUSTOMER is responsible for all TSP long distance charges Incurred due to CUSTOMERS request other than those related to an error correction of the ICS Software 11 TIME AND MATERIALS SERVICES ICS shall perform the SeMces described In this section at its sole dlscredon and shall charge LICENSEE at JOB then standard rates for the time and materials used A Responding to problems questions and/or malfunctions concerning changes made to the Licensed Software by non ICS personnel B Responding to problems caused by LICENSEE s personnel including but not limited to operator error C Responding to problems caused by erroneous data D Responding to problems caused by hardware E Responding to problems caused by software other than the ICS Software and/or the Sublicensed Software F Making modifications to the Licensed Software due to hardware modifications including but not limited to a change In LICENSEE s hardware configuration G Performing hardware maintenance or hardware diagnostics H Performing operator training I Installing the ICS Software or the Sublicensed Software unless LICENSEE has acquired the TSP Software or selected a support leas] that covers the Installation lee a J Responding to problems caused by LICENSEES failure to allow ICS access to LICENSEE s computer system K Responding to problems caused by accident neglect fire misuse or any other cause not within ICS reasonable control L Any other SeMces performed by ICS and not other wise provided for in this Addendum 12 EXPENSES LICENSEE Is responsible for all expenses not specified as being IOS responsibility LICENSEE Is responsible for but not limited to travel transportation food lodging long distance telephone charges and media costs Incurred by ICS In Ila performance of this Addendum 13 INDEPENDENT CONTRACTORS ICS may engage Independent contractors to perform all or part of ICS obligations under this Addendum after written notification to LICENSEE and receipt of written agreement therefrom 14 SYSTEM MANAGER/COORDINATOR CUSTOMER will appoint a system manager/ coordinator who will be the liaison between ICS and CUSTOMER and will be the focal point for all Inquiries to ICS from CUSTOMER In addition the system manager/coordinator will be responsible for coordinating all classroom training and the support of the ICS Application Software and Operating System for the customer The system manger/coordin dor will be expected to perform the Shows requirements with a high level of understanding for all ICS license software R�, nsmr SOFTWARE SUPPORT ADDENDUM Date 2/23/99 Page 2 of 2 ITEM NUMBER DESCRIPTION SUPPORT LEVEL 4ERGEN4 PLAN BASIC FEE MONTHLY BASIC FEE MONTHLY MDC FIELD ENTRY APPLICATIONS 24 Incident Reporting 3 NONE 25 Citations 3 NONE 26 DCAD Mapping Interface 3 NONE 27 DCAD Premise Drawing Interface 3 NONE 28 Call Voice Response Software 3 NONE 29 Texas Traffic Accident Reporting Software for MDC 3 NONE 30 Traffic Accident Crime Scene Drawing Software for MDC 2 NONE 31 Vehicle Towing and Inventory Report Software for MDC 3 NONE 32 Briefing Special Patrol Note Pad 3 NONE 33 Magnetic License Up load Software 3 NONE 34 Field Interview 3 NONE 35 House Watch Reporting 3 NONE 36 Document Indexing Software for MDC 3 NONE 37 MDC Pa mg 3 NONE 38 Fire Incident Compan Reporting (requires windows 9X version) 3 NONE 39 Fire Incident Reporting (requires windows 9X version) 3 NONE 40 Fire EMS Reporting (requires windows 9X version) 3 NONE 41 Fire Pre Plan Drawing 3 NONE 42 CDPD File Upload Software 3 NONE (1) Level 2 support does not include updates or phone support (2) Relicensing of level'2 sub -licensed software when required, Is not considered an update covered by software support and therefore will be chargeable Support fees do not include training on new software releases or software enhancements iCS SALES REP Thomas P Galbraith INSTALLED BY GUBH)mer Customer has read and agreed to be bound by ICS GENERAL TERMSONDITIONS and thus SOFTWARE SUPPORT ADDENDUM ACCEPTED BY CUSTOMER NAME SIGNATURE TITLE DATE ICCEP7 ED BY TAX FFF INTEGR ED COMTUTERS STEMS INC SIGNATURE( t, TITLE DATE 3- it 11 17 AM 98Ph2 SW SUP Con xis SOFTWARE SUPPORT ADDENDUM ICS and LICENSEE desire to supplement and amend the Agreement possible for ICS to utilize TSP then ICS shall Install such Enhancements In accordance with the section entitled TIME AND MATERIALS SERVICES IN CONSIDERATION OF the terms and conditions of the Agreement this Addendum and other good and valuable consideration the premises contained herein the receipt and sufficiency of which Is hereby acknowledged the parties hereto agree as follows 1 DEFINITIONS Unless the context otherwise provides the terms defined in this section shall for the purposes of this Addendum have the meaning herein specified A Enhancement An Enhancement is defined as an Improvement to the ICS Software Such Improvement Includes but is not limited to adding a function adding a report adding a CRT Input format and adding a program 8 Update An update is defined as a change or error corrections made to the existing ICS Licensed Software and includes but is not limited to changes made to bring current any function or functions C Licensed Software The ICS Software is collectively referred to as the Licensed Software D Third Party Software The software provided by the customer and/or ICS which Includes but not limited to the operating system software word processing software e mall software spreadsheet software or any other office software products that is not that is not Weciflcally written and/or supported by ICS E Telephone Support Telephone Support is a semce of ICS in which LICENSEE may telephone ICS for consultation concerning the Licensed Software The standard period of telephone support 8 00 a in to 5 00 p in Central Standard Time Monday through Friday excluding holidays F TSP SoNces TSP Services are installation and error correction Sevices provided by ICS using ICS Telecommunications Support Package Software hereinafter referred to as the TSP Saracen G Emergency Plan The Emergency Plan deacnbes the Periods in addition to ICS standard period Telephone Support during which ICS will be avertable to LICENSEE for Telephone Support for emergency software problems (a) Emergency Plan A 8 00 a m 5 p m Monday through Saturday excluding ICS Holidays (b) Emergency Plan 8800 a in midnight Monday through Saturday excluding ICS Holidays (c) Emergency Plan 800am 1200 midnight everyday (d) Emergency Plan 0 twenty four hours a day every day (a) Unless otherwise agreed to in writing all times referred to in this Addendum refer to Central Time H Comprehensive Support Service Plan ICS shall provide software support in accordance with the selected support service plan Services provded are (a) Provide Enhancements to ICS licensed Software IN Provide Updates or error corrections to ICS licensed Software (c) Provide Telephone Support (d) Provide software Updatedinhancement on site Installation service (a) Includes vie registmiron and level expenses to the ICS users conference as stated on the front of this agreement If nothing is specified on the front of this agreement then no coverage of user conferences expenses will be provided (0 On site systems support per month (NON ACCUMULATING) PLAN NUMBER 1 2 3 4 5 6 7 8 9 a Y Y Y Y Y Y Y Y Y b N Y Y Y Y Y Y Y Y C N N Y Y Y Y Y Y Y d N N N N Y Y Y Y Y e N N N Y Y Y Y Y Y f N N N N 2has 4firs 8hrs 16 he 32 his 2 SOFTWARE SUPPORT In accordance with the terms and conditions of this Addendum ICS shall provide LICENSEE with software support for the ICS Software and Sublicensed Software specified in this Addendum A ICS shall proakle Enhancements Updates TSP Services and Telephone Support In accordance with the Section enthled ENHANCEMENTS UPDATES ERROR CORRECTIONS TSPSERVICES TELEPHONE SUPPORT B All software provided pursuant to this Addendum is provided AS IS Updated documentation will only be provided to LICENSEE If ICS is provided updated documentation by the software Supplier C All Enhancements Updates and enor correchons for ICS Software shall be deemed to be ICS Software and shall be subject to the provisions of the ICS SOFTWARE LICENSE ADDENDUM that applies to the Licensed Software enhanced updated or corrected ICS shall Install updates to LICENSEE software at least once every calendar year S SOFTWARE COVERED This Addendum shall apply to all Licensed Software If LICENSEE acquires additional Licensed Software such software shall upon its Software Installation Date become subject to this Agreement The annual or monthly fees for such additional Licensed Software shall be added as relevenl to the annual or monthly fees already charged to LICENSEE 4 FEES AND PAYMENT For the services provided herein LICENSEE agrees to pay the monthly or annual software support fee as specified in this Addendum and In accordance with the fallowing unless otherwise stated on the front of this Addendum A If the support fee is monthly then LICENSEE agrees to Pay the fired month s fee and all one time charges upon execution of this Addendum Subsequent monthly fee payments are due on the first day of subsequent months B If the Support fee Is annual then upon the effective date of this Addendum LICENSEE agrees to pay ICS all of the onetime charges and the annual fee Thereafter the annual support fee is due on or before the hunt month of every year this Addendum Is In effect C After this Addendum has been In effect far one year ICS may change the monthly and/or annual support fee upon sixty days notice 5 TERM This Addendum shall become effective on the dale executed by an officer of ICS and shall have an initial term commencing upon the effective date and ending upon the last day of the first year this Addendum Is In effect This Addendum shall automatically renew for subsequent one year terms unless either party gives the other party at least thmy, days notice of Its Intent not to renew S INSTALLATION If LICENSEE has acquired the TSP Services then ICS shall Install the Enhancements Updates and Error Corrections upon LICENSEE a computer system at no charge It LICENSEE has not acquired the TSP Services or If In any event it is not practical or 7 ENHANCEMENTS From time to time ICS in its sole discretion may choose to make enhancements to the ICS Software If ICS does make such Enhancements ICS shall provide them to LICENSEE In accordance with the section entitled INSTALLATION A If the vendor of the third party software makes enhancements without charge to ICS ICS may in Its sole discretion provide such Enhancements B LICENSEE acknowledges that the Enhancements may not function with the particular configuration of hardware and software possessed by LICENSEE and that In Caloric, function the Enhancements may require additional hardware and software at an additional cost to LICENSEE C LICENSEE also acknowledges that the Enhancements when in use may utilize more system resources than the Licensed Software currently installed Such additional system resources include but are not limited to additional auxiliary storage additional memory and additional use of the CPU D LICENSEE also acknowledges that ICS does not provide software updates or enhancements to third party software unless specifically stated 8 UPDATES In accordance with the terms and conditions of this Addendum ICS shall provide LICENSEE with error corrections and ICS selectively designated mandated legislative Updates for the ICS Software specified In this Addendum and the Section entitled INSTALLATION A ICS is to be notified by LICENSEE of any errors or mandated legislative changes requiring corrections or modifications to ICS Selectively designated existing software B Legislative updates software modifications costing in excess of$2000 will be bom by the Licensee C Updates as defined above are made solely at the discretion of ICS 9 TELEPHONE SUPPORT ICS shall Provide telephone support to accordance with the following A During the Standard period of Telephone Support ICS shall be available to provide consultation to LICENSEE by telephone Such consultation consists of answering LICENSEE s questions concerning use of the Licensed Software B CUSTOMER is responsible for all long distance calla initiated by CUSTOMER C ICS shall provide Telephone Support at times outside the standard period of Telephone Support In accordance wlth the Emergency Plan specified In this Addendum 10 TSP SERVICES In order for LICENSEE to use the TSP Services LICENSEE must have first acquired a copy of the TSP Software pursuant to the terms and Conditions of ICS SOFTWARE LICENSE ADDENDUM If LICENSEE has acquired the TSP Software then ICS shall perform the following services A When ICS distributes Enhancements Updates or Error Corrections ICS Shall install such Enhancements Updates or Error Corrections by means of the TSP Software installed at LICENSEE and a telecommunications connection to ICS B LICENSEE shall provide the telephone lines and all equipment necessary to use the TSP Software at LICENSEE a premises C ICS is responsible for all TSP long distance charges incurred when providing an error correction to the ICS Software D CUSTOMER is responsible for all TSP long distance charges Incurred due to CUSTOMER a request other than those related to an error correction of the ICS Software 11 TIME AND MATERIALS SERVICES ICS shall perform the services described In this section at Its sole discretion and Shall charge LICENSEE at ICS then standard rates for the time and materials used A Responding to problems questions and/or malfunctions concerning changes made to the Licensed Software by non ICS personnel B Responding to problems caused by LICENSEE personnel including but not limited to operator error C Responding to problems caused by erroneous, data D Responding to problems caused by hardware E Responding to problems caused by software other than the ICS Software and/or the Sublicenaed Software F Making modifications to the Licensed Software due to hardware modifications including but not limited to a change in LICENSEE a hardware configuration G Performing hardware maintenance or hardware diagnostics H Performing operator training I Installing the ICS Software or the Sublicenaed Software unless LICENSEE has acquired the TSP Software or selected a support level that covers the Installation fee a J Responding to problems caused by LICENSEE s failure to allow ICS access to LICENSEE s computer system K Responding to problems caused by accident neglect fire misuse or any other cause not within ICS reasonable control L Any other services Performed by ICS and not other wise provided for In this Addendum 12 EXPENSES LICENSEE Is responsible for all expenses not specified as being ICS responsibility LICENSEE Is responsible for but not limited to travel transportation food lodging long distance telephone charges and media costa incurred by ICS In its performance of this Addendum 13 INDEPENDENT CONTRACTORS ICS may engage independent commands to perform all or pad of ICS obligations under this Addendum after written notification to LICENSEE and receipt of written agreement therefrom 14 SYSTEM MANAGERICOORDINATOR CUSTOMER will appoint a system manager/ coordinator who will be the liaison between ICS and CUSTOMER and will be the focal Point for all Inquiries to ICS from CUSTOMER In addition the system manager/coordinator will be responsible for coordinating all classroom training and the Support of the ICS Application Software and Operating System for the customer The system mangencoordjnator will be expected o pedonn the above requirements with a high level of understanding for all ICS license software tie 0SN6 EQUIPMENT DEPOT MAINTENANCE ADDENDUM Date 2/23/99 Page 1 of 2 /�/� Integrated Computer Systems, Inc O�J 1651 N Collins Boulevard, Suite 100 Richardson Texas 75080 (972)783 9400 Fax (972)783 9460 S HARDWARE DEPOT MAINTENANCE ADDENDUM is entered into by and between Integrated Computer Systems Inc located at 1651 N Collins Blvd, Suits hardson, Texas 75080 hereafter referred to as ICS and The City of Denton with its principal location at Denton City Hall 215 F McKinney, Denton Texas 76201 :natter referred to as LICENSEE or CUSTOMER On 1 / 31 / 95, ICS and CUSTOMER entered into an agreement entitled GENERAL TERMS AND CONDITIONS herema0er referred to as the Pursuant to the Agreement incorporated herein by reference for all purposes and the terms and conditions of this Addendum which are contained on the reverse sides of this re Customer agrees to my ICS for the services furnished under this agreement for the following items ITEM NUMBER DESCRIPTION TYPE QTV FEE FEE MDC HARDWARE POLICE Guardian 211219- Crown Victoria Police Packaive GMDC2025 0 erdian 2025 MDC Crown Victoria Police Package With B/4 60 $ 1099 83 $65 989 80 R edlzed en turn 150MHz CPU 32MB RAM 144MB Diskette 14OB Hard Drive Ethernet I OBase T PortTwo Serial Ports P a II Card With Two Serial Connections o y e orone ype ot, oun a , ;QV ace aver Keyboard with ntegrate i e ouse& KeyboardLight in, can mt Color ouch screen monitor Integinded Crown Victoria Mount, Remote pea er Amp t ter ommumention pac hge to Include 1 6 C PD Modem o emnn at 19200 Baud C PD Modem to MDC Cable & Antenna Ku MDCCDl2 I to rated 12X CD ROM Drive (factory installation only) B/4 60 $31 17 $I 870 20 MCR300 T xas DL/ID Magnetic Card Reader B/4 52 $38 75 $2 015 00 CITPT 100 C Cation Thermal Punter B/4 52 $107 92 $5 61 184 RMTSPKIO R mote S calker with Amplifier B/4 52 $12 08 $628 16 FLTKBDIO K boardskin B/4 52 $1500 $78000 0 tnmma a Shutdown Power Relay, Windows 95 Up ATIR ROUTIPMENT OPTIONS LCDCAP500 U,grade from 200n t LCD to 500mt Color LCD Cap Touch Screen Mo B/4 44 $37 50 $1 65000 HD2100 PRAnade from 14GB Hard Drive to 2 IGB Hard Drive B/4 44 $20 83 $916 52 ustom ec age it a ion ANA ge ize ant um 15OMHZ CPU, 32MB RAM I 44MB Diskette Hard ve, Ethernet I OBase T Port, Two Serial Ports, y e e it wo Serial connections Two PCMCIA Type 11 or one Type HI SiatTO—UnTar lice Saver Keyboard with ntegrateu Givic mouse & KeyboarilLight ua can mt Color rez I ouch creen monitormount universal Keyboard ount Remote Speaker & Amplifier Windows 95 oie ommunwanon ec age to me u e 4 4 jCDPD Modem operating at 192UU hatio 11 30 AM 98Ph2 Delia MNT con xis DEPOT MAINTENANCE TERMS AND CONDITIONS ICS agrees to provide Depot Maintenance Service for all Equipment listed and specified In this Agreement on the following terms 1 TERM Subject to final credit approval this Agreement is effective on the date It is executed by ICS Maintenance coverage for each Item of Equipment shall begin on the Commence Date as Identified In this Agreement and shall continue for an initial period of three years Thereafter this Agreement shall be automatically extended under these same terms and conditions ICS may terminate all or individual Items of Equipment from this Agreement Tem inabon by Customer shall be limited to all of the items of Equipment unless ICS agrees In writing that Individual Items may be withdrawn All such termina0ons shall be in accordance with Paragraph 12 2 ELIGIBILITY FOR MAINTENANCE AGREEMENT Equipment supplied by ICS may at ICS option ba eligible for Inclusion under this Agreement If any Item of Equipment is not covered by ICS Warranty Cromer ICS Maintenance Agreement on the Commence Date for that Item ICS will inspect the Equipment and perform necessary repairs Customer agrees to pay for such inspection and repairs at ICS then current rates for travel time transportation subsistence labor and material I Standard Field Samoa Rates ) MAINTENANCE COVERAGE A ICS will perform within the SeMce Availability Period as described in Paragraph 3B below depot maintenance on those Items of Equipment for which maintenance Is listed on ICS then current schedule Maintenance is generally based on an assembly or board replacement concept However ICS at its option may replace entire units Materials used by ICS in the repair or replacement of Equipment will be on an exchange basis and all removed materials will become ICS property with the exception of loaned equipment which will remain the property of ICS Replacement pans will be new or refurbished pans of like quality ICS will claims labor and material to maintain each Item of Equipment to perform the described maintenance Samoa for the maintenance charges Shown elsewhem in this Agreement B SeMce Availability Period 1 Basic Coverage The Depot Samoa Availability Penotl Is from B 00 a in 500 p in each day Monday through Friday excluding ICS Holidays 2 Upon Customers request and ICS prior approval ICS will provide maintenance SeMce outside the Basic Service Availability Period Customer shall pay ICS for this additional service at ICS then current Standard Field Service rates 3 Customer will remove and ship to ICS the defective equipment and ICS will repair and return to customer 4 No loaner equipment is provided under this agreement 4 CHARGES At Customers option Invoices will be issued monthly or annually in advance Customer shall pay ICS at the address stated on the invoice the maintenance charges any charges billed at ICS Standard Field Samoa Rates and any other related charges accruing from the Commence Date plus any applicable present or future taxes (except Income taxes) within thirty (30) days after date of the invoice Equipment located beyond one hundred (100) miles of the nearest designated ICS Serves Office is subject to a zone charge shown elsewhere In this Agreement ICS may revise the maintenance charges at the end of the initial three year period or at anytime thereafter with silly, (60) days advance written notice to Customer 5 RESPONSIBILITIES OF THE CUSTOMER AND MAINTENANCE LIMITATIONS ICS will be under no obligation to furnish as part of the maintenance charges any maintenance or replacement pads for failures which result from the causes listed below Time spent on serves calls or delays arising from the following causes will be invoiced and paid at ICS then current Standard Field SeMce Rates If due to such cause ICS is Prevented from or unable to perform preventive or remedial maintenance A Customers failure to procure Install or have maintenance performed on Equipment not covered by this Agreement and on all non ICS communications media and peripherals including without limitation transmission lines telephone and telegraph equipment for the remote transmission of data B Failure of electrical power air conditioning or any other failure of the facilities to meet ICS specifications C Accident fire or other hazard transportation neglect misuse or any other cause beyond the range of normal usage D Customers performing or attempting to perform maintenance installation or repair to the Equipment (without the prior written approval of ICS) except for operator level preventive maintenance on the Equipment as defined In ICS applicable Owners Manuals or those of Its vendors E Equipment which has been modified without ICS written approval F Failure of Customer to allow ICS access to the Equipment G Failure of Customer to perform operator level preventive maintenance as defined In ICS APPLICABLE Operators Manual or those of its vendors H Use of thermal paper magnetic tapes disks or other supplies not meeting ICS specifications I Operator or user error J Attributable to any Software K Local union regulations 6 MAINTENANCE EXCLUSIONS This Agreement does not Include A Complete unit replacement or refurbishment of electromechanical peripheral devices which In ICS judgment are non repairable due to wear normal SeMce life usage or abuse B Operating supplies or accessories paint or refinishing the Equipment or furnishing materials for this purpose C Electrical or mechanical work external to the Equipment or maintenance Operations Installation demslallation and reinstallation of accessories attachments or other devices not furnished by ICS D Installation doinstallation and reinstallation of Equipment listed under this Agreement E Diagnostics or repair of any Software F Spare pans supplies and accessories Is purchased from ICS ICS Standard Terms and Conditions of Sale shall govern such purchases) 7 WARRANTY DISCLAIMER THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED (INCLUDING ANY REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) NOT SPECIFIED HEREIN RESPECTING SERVICES PERFORMED OR EQUIPMENT AND MATERIALS FURNISHED UNDER THIS CONTRACT B REMEDIES AND DAMAGES LIMITATION ICS SOLE AND EXCLUSIVE LIABILITY AND CUSTOMERS SOLE AND EXCLUSIVE REMEDY for any breach by ICS of this Agreement shall be for ICS to make all necessary adjustments repairs and replacements to maintain the Equipment in accordance with the terms and condibons hereof ICS SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS LOSS OF USE OR INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF FAILURE TO FURNISH OR FURNISHING OF SERVICES EQUIPMENT OR MATERIALS OR THE PERFORMANCE OR MAINTENANCE UNDER THIS AGREEMENT WHETHER ALLEGED AS A BREACH OF ANY PROVISIONS OF THIS AGREEMENT OR WHETHER ALLEGED IN CONNECTION WITH TORTIOUS CONDUCT NO OBLIGATION OR LIABILITY SHALL ARISE OR FLOW OUT OF ICS RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH SERVICE EQUIPMENT OR MATERIALS ICS MAXIMUM LIABILITY REGARDLESS OF THE FORM OF ACTION TAKEN SHALL NOT IN ANY EVENT EXCEED THE MAINTENANCE CHARGES PAID Actions however asserted shall be commenced within one (1) year from the date the cause of action accrues provided however an action for non payment may be commenced at any time within two (2) were from the date the cause of action accrues S CONTINGENCIES ICS is amused from performance and shall not be liable for any delay In whole or In pan caused by the occurrence of any contingency beyond the reasonable control either of ICS or subcontractors or suppliers These contingencies include without limitation war sabotage insurrection riot or other act of civil disobedience act of public enemy failure or delay in transportation act of any government or any agency or subdivision thereof affecting the terms of the Agreement or otherwise judicial action labor dispute accident lire explosion flood severe weather or other act of God shortage of labor fuel few material or machinery or technical or yield failure 10 TERMINATION Either party may terminate this Agreement In accordance with the provisions of Paragraph 1 at the end of the Initial three year period or at any lime thereafter by giving the other at least thirty(30) days advance written notice Either party may Immediately cancel this Agreement by giving notice for failure of the other to comply with any of its terms and conditions This agreement shall automatically be canceled If Customer becomes Insolvent or makes an assignment for the benefit of creditors or any Insolvency proceeding is Initiated by or against It All unpaid charges accrued under this Agreement shall become Immediately due and payable upon the happening of such event of termination or cancellation 11 ASSIGNMENT AND SUBCONTRACTING This Agreement may not be assigned by the customer without the prior written consent of ICS ICS shall have the right to subcontract all or pan of its performance provided that ICS shall remain primarily liable for any such subcontractors performance to the same extent as If ICS were performing the work 12 WAIVERS In the event of any default by the Customer ICS may decline to Perform fuller maintenance on the Equipment without in anyway affecting Its right under this Agreement lt ICS elects to continue to perform maintenance on the Equipment ICS actions shall not constitute a waiver or any default by Customer or in any way affect ICS legal femetlles for any such default 13 APPLICABLE LAW The Agreement shall be governed by the laws of the State of Texas for contracts made and to be performed in the State of Texas 14 MODIFICATION THIS CONTRACT CONSTITUTES THE ENTIRE AND EXCLUSIVE AGREEMENT AND SUPERSEDES ALL PREVIOUS COMMUNICATIONS REPRESENTATIONS OR AGREEMENTS EITHER ORAL OR WRITTEN BETWEEN ICS AND THE CUSTOMER NO REPRESENTATIONS OR STATEMENTS OF ANY KIND MADE BY ANY REPRESENTATIVE OF ICS WHICH ARE NOT STATED HEREIN SHALL BE BINDING ON ICS ANY MODIFICATION OR ADDITION TO ANY PROVISION OF THE AGREEMENT MUST BE AGREED TO IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF ICS LOCATED AT ICS TEXAS HOME OFFICE EQUIPMENT DEPOT MAINTENANCE ADDENDUM Date 2/23/99 D.— 0 M 0 ITEM NUMBER DESCRIPTION TYPE I QTV FEE FEE CDPD em-to MEIC Cable & Antenna Kit n egrate rive(factory installation only) xes a neck Card Reader Emote nit Color ez I ouch creep ac age ount Page Printer RMTSPKIO mote Speaker wit mp I ler BA R S12( y oar s m -----t7T- remma a ut own ower Relay $3208 $449 12 nit or eoc no orureep Mon! 5 gr am r m anve to HardDrive 4 NOTE (1) Maintenance price is based on a three year depot maintenance agreement with ICS (2) ICS depot maintenance requires customer to remove and return detective unit to ICS Sam to Spin Monday through Friday ICS wdl repair and return the detective unit Sam to 5pm Monday through Friday No loaner unite will be provided under this agreement (3) On site service will be provided on a time and materials basis (4) The extra modem Is for inhouse support The above pricing Includes all MDC currently installed ICS SALES REP Thomas P Galbraith INSTALLED BY ICS SERVICING VENDO A IRM B=ICS C- MANUFACTURER SERVICE TYPE I-ONSITE 2=ONSITESELECT 7=RTD 4 RTF 5=MPG 6=OTHER Customer has read and agreed to be bound by ICS GENERAL TERMS D CONDITIONS and this HARDWARE DEPOT MAINTENANCE ADDENDUM ACCEPTED El' CUSTOMER NA SIGNATURE TITLE DATE ANNUAL SUB -TOTAL $114511 %1 THREE YR CREDIT ($8 015 82) ANNUAL SUB TOTAL $10649589 ANNUALTOTAL $10649589 11 30 AM 98Ph2 Depo MINT con xIs AND CONDITIONS ICS agrees to provide Depot Maintenance Service for all Equipment listed and specified in this Agreement on the following terms 1 TERM Subject to final credit approval this Agreement Is effective on the date It is executed by ICS Maintenance coverage for each item of Equipment shall begin on the Commence Date as Identified in this Agreement and shall continue for an initial period of three years Thereafter this Agreement shalt be automatically extended under these same terms and conditions ICS may terminate all or Individual Items of Equipment from this Agreement Terminalron by Customer shall be Ilmited to all of the Rama of Equipment unless ICS agrees in writing that indMdi al items may be withdrawn All such terminations shall be in accordance with Paragraph 12 2 ELIGIBILITY FOR MAINTENANCE AGREEMENT Equipment supplied by ICS may at ICS option be eigrble for inclusion under this Agreement a any Item of Equipment is not covered by ICS Warranty or other ICS Maintenance Agreement on the Commence Date for that Item ICS will inspect the Equipment and perform necessary repairs Customer agrees to pay for such inspection and repairs at ICS then current rates for travel time transportation subsistence labor and material ( Standard Field Service Rates) MAINTENANCE COVERAGE A ICS will perform within the Samoa Availability Period as described in Paragraph 38 below depot maintenance on those Items of Equipment for which maintenance Is listed on ICS then current schedule Maintenance is generally based on an assembly or board replacement concept However ICS at Its option may replace entire units Materials used by ICS in the repair or replacement of Equipment will be on an exchange basis and all removed materials will become ICS property with the exception of loaned equipment which will remain the property of ICS Replacement parts will be new or refurbished pans of like quality ICS will provide labor and material to maintain each Rem of Equipment to perform the described maintenance service for the maintenance charges shown elsewhere in this Agreement S Service Availability Period 1 Basic Coverage The Depot Service Availability Period Is from 8 00 a in 500 p in each day Monday through Friday excluding ICS Holidays 2 Upon Customers request and ICS prior approval ICS will provide maintenance service outside the Basic Samoa Availability Period Customer shall pay, ICS for this additional service at ICS then current Standard Field Service rates 3 Customer will romove and ship to ICS the detective equipment and ICS will repair and return to customer 4 No loaner equipment is provided under this agreement 4 CHARGES At Customers option Invoices will be Issued monthly or annually in advance Customer shall pay ICS at the address stated on the invoice the maintenance charges any charges billed at ICS Standard Field Service Rates and any other related charges accruing from the Commence Date plus any applicable present or future taxes (except Income taxes) within thirty (30) days after data of the Invoice Equipment located beyond one hundred (100) miles of the nearest designated ICS SeMce Office is subject to a zone charge shown elsewhere in this Agreement ICS may revise the maintenance charges at the end of the initial three year penotl or at anytime thereafter with sixty, (60) days advance written notice to Customer 5 RESPONSIBILITIES OF THE CUSTOMER AND MAINTENANCE LIMITATIONS ICS will be under no obligation to furnish as pan of the maintenance charges any maintenance or replacement pane for failures which result from the causes listed below Time spent on service calls or delays arising from the following causes will be invoiced and paid at ICS then current Standard Field Samoa Rates if due to such cause ICS is prevented from or unable to perform preventive or remedial maintenance A Customers failure to procure Install or have maintenance performed on Equipment not covered by this Agreement and on all non ICS communications media and peripherals including without limitation transmission Imes telephone and telegraph equipment for the remote transmission of data B Failure of electrical power air conditioning or any other failure of the facilllies to meet ICS specifications C Accident fire or other hazard transportation neglect misuse or any other cause beyond the range of normal usage D Customers performing or attempting to perform maintenance installation or repair to the Equipment (without the prior written approval of ICS) except for operator level preventive maintenance on the Equipment as defined in ICS applicable Owners Manuals or those of its vendors E Equipment which has been modified without ICS written approval F Fellure of Customer to allow ICS access to the Equipment G Failure of Customer to Perform operator level preventive maintenance as defined in ICS APPLICABLE Operators Manual or those of its vandors H Use of thermal paper magnetic tapes disks or other supplies not meeting ICS specifications I Operator or user error J Attributable to any Software K Local union regulations 6 MAINTENANCE EXCLUSIONS This Agreement does not include A Complete unit replacement or refurbishment of electromechanical peripheral devices which in ICS judgment are non repairable due to weer normal service life usage or abuse B Operating supplies or accessories paint or refinishing the Equipment or furnishing materials for this purpose C Electrical or mechanical work external to the Equipment or maintenance Operations installation deinstaliatton and reinstallation of accessories attachments or other devices net furnished by ICS D Installation demstallatmn and reinstallation of Equipment listed under this Agreement E Diagnostics or repair of any Software F Spare pans supplies and accessories (If purchased from ICS IDS Standard Terms and Conditions of Sale shall govern such purchases) WARRANTY DISCLAIMER THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED (INCLUDING ANY REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) NOT SPECIFIED HEREIN RESPECTING SERVICES PERFORMED OR EQUIPMENT AND MATERIALS FURNISHED UNDER THIS CONTRACT 8 REMEDIES AND DAMAGES LIMITATION ICS SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER S SOLE AND EXCLUSIVE REMEDY for any breach by ICS of this Agreement shall be for ICS to make all necessary adjustments repairs and replacements to maintain the Equipment in accordance with the terms and conditions hereof ICS SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS LOSS OF USE OR INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION W ITH OR ARISING OUT OF FAILURE TO FURNISH OR FURNISHING OF SERVICES EQUIPMENT OR MATERIALS OR THE PERFORMANCE OR MAINTENANCE UNDER THIS AGREEMENT WHETHER ALLEGED AS A BREACH OF ANY PROVISIONS OF THIS AGREEMENT OR WHETHER ALLEGED IN CONNECTION WITH TORTIOUS CONDUCT NO OBLIGATION OR LIABILITY SHALL ARISE OR FLOW OUT OF ICS RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH SERVICE EQUIPMENT OR MATERIALS ICS MAXIMUM LIABILITY REGARDLESS OF THE FORM OF ACTION TAKEN SHALL NOT IN ANY EVENT EXCEED THE MAINTENANCE CHARGES PAID Actions however asserted shall be commenced within one (1) year from the date the cause of action accrues provided however an action for non payment may be commenced at any time within Iwo (2) years from the date the cause of action accrues 8 CONTINGENCIES ICS is excused from performance and shall not be liable for any delay In whole or in pan mused by the occurrence of any contingency beyond the reasonable control either of ICS or Its subcontractors or suppliers These contingencies Include without limitation war sabotage Insurrection riot or other act of civil disobedience act of public enemy failure or delay in transportation act of any government or any agency or subdivision thereof affecting the terms of the Agreement or otherwise judicial action labor dispute accident fire explosion flood severe weather or other act of God shortage of labor fuel raw material or machinery or technical or yield failure 10 TERMINATION Either party may terminate this Agreement In accordance with the provisions of Paragraph 1 at the end of the Initial three year period or at any time thereafter by giving the other at least thirty(301 days advance written notice Either party may immediately cancel this Agreement by giving notice for failure of the other to comply with any of its terms and conditions This agreement shall automatically be canceled If Customer becomes insolvent or makes an assignment for the benefit of creditors or if any Insolvency proceeding is initiated by or against it All unpaid charges accrued untler this Agreement shall become immediately due and payable upon the happening of such event of formulation or cancellation 11 ASSIGNMENT AND SUBCONTRACTING This Agreement may not be assigned by the customer without the prior within consent of ICS ICS shall hale the right to subcontract all or pan of its pedormance provided that ICS shall remain primarily liable for any such subcontractors performance to the same extent as If ICS were perfom ing the work 12 WAIVERS In the event of any default by the Customer ICS may decline to pedorm further maintenance on the Equipment without In any way affecting its right under this Agreement If ICS elects to continue to perform maintenance on the Equipment ICS actions shall not constitute a waiver or any default by Customer or In any way affect ICS legal remedies for any such default 13 APPLICABLE LAW The Agreement shall be governed by the laws of the State of Texas for contracts made and to be performed In the State of Texas 14 MODIFICATION THIS CONTRACTCONSTITUTES THE ENTIRE AND EXCLUSIVE AGREEMENT AND SUPERSEDES ALL PREVIOUS COMMUNICATIONS REPRESENTATIONS OR AGREEMENTS EITHER ORAL OR WRITTEN BETWEEN ICS AND THE CUSTOMER NO REPRESENTATIONS OR STATEMENTS OF ANY KIND MADE BY ANY REPRESENTATIVE OF ICS WHICH ARE NOT STATED HEREIN SHALL BE BINDING ON ICS ANY MODIFICATION OR ADDITION TO ANY PROVISION OF THE AGREEMENT MUST BE AGREED TO IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF ICS LOCATED AT ICS TEXAS HOME OFFICE