1999-038 ORDIN, CE NO q q -05g
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
PAYrMENT 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 FC'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 authonzed to amend such agreement with respect to the scope of price and
said change order being in eomphance with the requirements of Chapter 252 022 of the
Local Government Code smee the eqmpment 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 Servmes Vendor's Catalogue (Integrated Computer
Systems, Ine ), 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, m
the amount of TWO MILLION THREE HUNDRED FIVE THOUSAND EIGHT
HUNDRED FORTY EIGHT and no/100 ($2,305,848), relating to eqmpment supphed by
Inte_g~ated Computer Systems, Ine, a Qualified Information Services Vendor (QISV) for
the State of Texas General Services Commission is hereby approved and the expenditure
of funds therefor ~s hereby authorized The master lease amount is amended to read
$3,565,247 26
SECTION II That this ordananee shall become effective ~mmedmtely upon tts
passage and approval
PASSED AND APPROVED th~s the /ff-~t/q'~ day offs/~/ _, 1999
-~~
JAC~.~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 ~n RFP #1738 in November
1994 Based on the conversations with the City of Denton,
Integrated Computer Systems (ICS), believes that th~s
Statement of Work clearly addresses the implementation tasks
required for Phase II
ICS's experience confirms that successful completion of this
type of pro3ect depends upon these basic elements
· A sound technical approach
· Proven pro3ect management techniques
· A team of skilled ICS consultants w~th required
technical sk~lls
· A high degree of participation by the C~ty 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 C~ty of Denton in accepting
th~s proposal is in procuring a system which functionally
meets the specifications of RFP #1738
Management Approach
To ~mplement the City of Denton Phase II Public Safety
Management Information System, ICS recommends a pro~ect
team, managed by the C~ty of Denton's MIS Pro3ect Manager
Both ICS and the City of Denton personnel would be active
members of the team Our objective is to organize a pro3ect
team that will
· Provide for the participation of the City of Denton
user personnel during the installation and system
testing stages of the pro3ect
· Enable clear definItion of tasks and responsibilities
of ICS and the City of Denton
The remainder of this section discusses the planned
approach, which we believe meets these objectives
Pro3ect Organization
The implementation phase of the City of Denton Phase II
Management Information System Project will be directed by
the C~ty of Denton MIS Project Manager The City of Denton
Project Manager will have overall responsibility for the
Phase II Management InformatIon System Pro3ect The City of
Denton w~ll also be responsible for coordination of the user
and technical support departments and administrative
management of the City of Denton personnel assigned to the
C~ty of Denton Phase II Management InformatIon System
Pro]ect
This structure establishes a clear interface with the City
of Denton management responsible for the system, and
provides clear l~nes 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 w~ll 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 Pro3ect 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 Pro3ect Team and will interface
with the City of Denton Project Manager
· The ICS Pro3ect 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
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
L~cense 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 l~sted
Changes to this Statement of Work will be processed ~n
accordance w~th the procedure described ~n "Appendix B
Pro3ect Change Control Procedure "The investigation and
the ~mplementatlon of changes may result ~n modifIcations
to the Estimated Schedule, Charges, and/or other terms of
the (ICS Agreement)
The following are incorporated in and made part of th~s
Statement of Work
Appendix A Customer Agreement's
Appendix B Pro3ect Change Control Procedures
· Appendix C Phase II Hardware and Software
Project Scope
The scope of this Statement of Work is to ~nstall and
demonstrate the hardware and software l~sted ~n Appendix C
which w~ll make up the Phase II ~nstallat~on of the Phase
II Management Information System for the C~ty of Denton
ICS will be responsible for delivering and installing the
items specified ~n th~s SOW so that they operate according
to the manufacturer's specifications Upon completion of
th~s project all ICS responsibilities w~ll be considered
complete and the C~ty 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
1 Thzs Statement of Work addresses Phase II actmvltmes
2 No cablmng, electrmcal work, construction or other
actlvztles to prepare the system envIronment are
proposed
3 The Cmty of Denton wmll supply suitable physical
envIronment for all the mtems proposed
4 Ail tramnmng wmll be to "teach the teachers "
Tralnmng prmces are based on a per person rate
5 ICS wmll only be responsible for the hardware and
software functlonalzty that has been proposed
6 Installation of all MDC units and software
mnstallatmon will be the responsmbllzty of the C~ty
7 All, on-going software and hardware maintenance support
are covered under the ICS software support and
hardware depot mamntenance agreement
8 Any project delays caused by the City of Denton may
cause a delay mn the entmre project schedule The
mmpact of any delays wzll be addressed mn accordance
wmth the procedure descrmbed in "Appendmx B Project
Change Control Procedure"
ICS Responsmbllmtmes
The tasks ICS wmll perform are descrmbed below
Task 1 Progect Management Assmstance
The ob]ectmve of th~s task ms to establmsh a framework for
pro~ect communmcatlons, reportmng, procedural and
contractual activity The ICS Pro3ect Manager will be
responsible for thms task on ICS' behalf The followmng
subtasks wmll be performed
· Pro~ect Planning
Revmew the Statement of Work and the contractual
responszbmlmtmes of both partzes wmth the Czty of
Denton Pro]ect Manager
~ Assist the Czty of Denton Pro3ect Manager wmth the
Preparation of a detamled pro]ect plan that identifies
and assigns tasks, ma]or milestones for the efforts of
the pro]ect team, the estmmated dates on whmch they
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 Th~s task w~ll be complete when the ICS
tasks descrIbed in th~s section have been completed,
according to their completion criteria
Deliverables None
Task 2: Orient Project Team
The ob3ectlve of th~s task is to orient the project
participants to the City of Denton goals and environment
The orientation consists of the following subtasks
· Orient the pro3ect 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 responszbllltles
· Review the pro3ect change control procedure
· Orient the pro3ect team to pro~ect management
methodology
Completion Criteria This task will be complete when the
orientation sessions for pro3ect staff are complete
Dellverables 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 w~ll 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
L~cense Addendum"
Completion Criteria This task will be considered complete
when Police Records and F~re and EMS Records application
modules item 2 through 20 l~sted 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
server Item ~ 1 listed in Appendix C ICS Phase II
Software
Comple~lon 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 Sof~ware 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-flle, prior calls for service, and officer
initiated calls)
· Configure software to establish connectivity between
MDC's, CAD workstations and servers
Completion Crl~erla The task will be consIdered complete
when communications have been established between the MDC's,
gateway, CAD workstatIons and the servers and demonstrated
to the City of Denton Pro3ect Manager
Deliverables None
Task 8~ MDC Field Entry Software Installation
ICS will install and configure the server with the MDC f~eld
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 znstall and configure the server with the MDC field
entry software item 40, through 43 and 47 l~sted 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 ~tem will be
considered complete when ICS has delivered, installed,
tested and demonstrated the field entry item module to the
Pro3ect Manager
Deliverables None
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 ResDonsibllities
The responsibilities listed in th~s 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 th~s 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 C~ty Of Denton Pro]ect 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 pro]ect 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
Februa~23 ~999 § Material contained withi"
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 C~ty 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 d~scard packing mater~al
· Provide power and space for the hardware being provided
in the Statement of Work
· Provide hubs, 1Obase-T Ethernet cabling and connection
hardware (RJ45 patch panels and bridges}
Prior to Task 3
· Provide hardware and software interfaces to host systems
Prior to Task 3
· Determine and communicate the appropriate level of detail
for each grid map and its size for use in the Geo-flles
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 slx months from date of order
Charges
includes the tasks defined in the ICS Statement of Work and
the hardware, software, and training plus the hardware and
software maintenance as listed ~n Appendix C Phase II ICS
"Hardware Sales, Software L~cense, 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 ~n advance ICS
Software support agreement w~ll be b~lled monthly in
advance The additional mon~es will be invoiced in m~lestone
payments
The C~ty 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 w~ll be considered
accepted If the City of Denton does not accept the hardware
the C~ty agrees to return all hardware to the manufacturer
within five working days after non acceptance
Invoices w~ll be payable upon receipt
S gnature Sheet
On the next page is the signature page for th~s Statement of
Work S~gnature on th~s document will signify acceptance of
th~s agreement
Agreed to t°~ Agreed to
Cust~ name Clty of Den ~W.~. Customer name Integrated
Computer Systems Inc
B B
~/~ AU zed lg .... /~Date
A~thor~zed Nam~ (print) AuthOrlz~d Name (prznt}
Customer address Clty of Denton ics Off~ce address
901 B Texas Street Integrated Computer Systems
Denton, TX 76201 1651 North Collins Blvd
Suite 100
R~chardson, Texas 75080
Project name or identifier Management Information System
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 C~ty of Denton
Management information 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 f~ve working
days after delivery, than the hardware will be considered
accepted If the C~ty 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) th~s Statement of
Work and 2) The ICS Agreement which includes the ICS
General Terms and Conditions Agreement, Software L~cense
Addendum, Hardware Sales Addendum, Software Support
Addendum, Training Addendum and Equipment Depot Maintenance
Addendum (or any equivalent agreement s~gned by both of us)
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 Pro]ect 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 pro3ect
· The designated Pro3ect Manager of the requesting party
will review the proposed change and determine whether
to submit the request to the other party
· Both Pro~ect Managers will review the proposed change
and approve it for further investigation or re3ect ~t
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 Pro~ect Change
Request (PCR) must be signed by both parties to
authorize ~mplementatlon of the ~nvest~gated 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
prmces (other than ICS) are subject to change ICS reserve
the right to mnstall current releases of proposed software
and, when approprzate, substztute software for equal or
better functionality Software prmces do not include
modlfmcatlons
Ongoing hardware depot maintenance and software support are
bezng offered as part of this Statement The ICS maintenance
and support options mnclude the following
Level III Software mazntenance 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 excludmng ma]or holidays Gateway software
maintenance and MDC software maintenance starts 90 days
after delmvery 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 orlgmnal RFP response
Third party level 2 software maintenance and operator
support will be through the software manufacturer ICS
support fee ms for interface support only and ranges from 3%
to 15% annually
Hardware depot maintenance as proposed requires the Cmty 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 ma]or holidays ICS will repair and return to the
Cmty
Hardware Notes
Hardware maintenance zs billed annually in advance at
$106,495 The price quoted reflects a three year depot
maintenance agreement discount Maintenance bmlllng will
begin 90 days after delivery ICS service ms from 8 a m to 5
p m Monday through Friday excluding holidays Early
cancellation wmll have a cancellation penalty
CONTRACT MODIFICATION ADDENDUM
Integrated Computer Systems lnc
165l N ColhnsBouievard State 100 3/4/99
R~chardson Texas 75080 1 el 2
(972) 783 9400 Fax (972/783 9460
(~tv of Denton Pohce Det~artment
C~tv of Denton S -
~ 90l-BTexasStreet ~ ~0lE. Hickorv. SutteE~
T: Denton. Texas 76205
~ //~ !Denton. Texas 76201
r940~ 556-7926 Metro (972~ 434-2529
:940) 349-8228 1' Fax (940) 349-7929
THIS CONTRACT MODIFICATION ADDENDUM xs entered rote by and beiween Integrated Computer Systems lnc , located at 1651 N Collins Blvd,
Suite 100, Richardson, Texas 75080 hereafter referred to as ICS and The Cfty of Denton, w~tb ~ts principal locatmn at Denton C~ty Hall, 115 E
McKinney, Denton, Texas 76201 hereinafter referred to as LICENSEE or CUSTOMER
A On 02 / 04 / 1999. ICS and CUSTOMER entered rote an agreement entitled ' GENERAL TERMS AND CONDITIONS here*nafter referred to as thc
Agreement and one or more addenda, for the purposes of th~s Addendum such agreement and addenda shall be collecnvely referred to aq the Agreement
3 Pursuant to the Agreement incorporated hereto by reference for all purposes and this Addendum the temls and condlnons of which are contained o[i th~s
~age ICS and CUSTOMER desire to modify the Agreement IN CONSIDERATION OF the terms and condlnons of the Agreement this Addendum and
)ther good and valuable consideration, the premises contained herein, the receipt and sufficiency of which ts hereby acknowledged the part~es hereto agree as
follows
I If the terms and condmons of the Agreement and th~s Addendum conflict then the prowsmns ofth~s Addendum shall control
2 ICS and CUSTOMER agree to modtfy and amend the Agreement as follows
Paral~raph 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 m Ob. leer format only LICENSEE agrees not to modify reverse engtneer reconsntute
de eompded/or d~sassemble the ICS Software L~censee expressly agrees that the bcense l~ranted here~n give ~t no
rights whatsoever to the ICS Software except the license provided herein
2) Paragraph 12 NONDISCLOSURE subparagraphs D and E of the Software License Addendum are deleted from the
, agreement
3t No prowslon contained wtthm the Agreement shall reduce the t~me tn which the C~ty has to assert a cause of actton to
less than two {2t years from the date the cause of action accrues For purposes of the A~reement a cause of actton
shall be deemed to have been asserted by City when wraten nonce of the breach or d~sagreement ~s recetved by iCS
4) Any and all provts~on of the A~lreement whmh violate any law or reI{ulatmn shall be vo~d or bm~ted by the reqmrements
ofthat law or regulatmn For instance all provtstons requmng proprietary or other tnformaeon to be kept confidenttal
shall be hm~ted to the extent the City ma}, keep such mformatmn confidentml under the Texas Pubbc Information
Act~ Chapter 552 of the Texas Government Code In addition any and all prows~ons which reqmre the C~ty ~ts officers
employees or a~ents to perform a duty which wolate any law are veld
5) Regardless of any prowstons to the contrary Texas law shall l~overn the tnterpretatton of the terms and
eondmons of this Agreement any lm~atlon which concerns or grows out of th~s agreement shall be
tried In a court of competent junsdleeon in Denton County Texas
6/ The Agreement shall consist of the followm8 documents as amended by th~s addendum
11 General Terms and Condleons~
2) Statement of Work and Appendlxes~ November 23~ 24~ 1998
Entitled City of Denton Management Information System
3) Hardware Sales Addendum~
4) So,ware Lmense Addenduml
Trmmn~ AddendumI
61 Software Support Addendum~ and
7) Equipment Depot Maintenance Addendum
4 35 PM
99DenModCon xls
CONTRACT MODIFICATION ADDENDUM
3/4~99
2 of 2
ACCEPTED BY ~. ACCEPTED BY
CUSTOMER NAME ~'I~E CI~}¢ OF I~NTOI'*~]
INTEGRAffED COM'PJ~TE R $~,STEMS
TITLE ~__~-/~r~-~/~/r~ TITLE
DATE ~.~./'~9 /~/~ ' DATE
4 35 PM
99DenModCon xts
%,~X I nteg rated Computer Systems Inc
1651 N Colhns Boulevard, Suite 100
R~chardson, Texas 75080-3630
(972) 783-9400 Fax (972) 783-9460
GENERAL TERMS AND CONDITIONS
THIS AGREEMENT ~s made by and between Integrated Computer Systems, Inc, a Texas corporation, located at 1651 N
Colhns Boulevard Suite 100 R~chardson Texas 75080 3630, U S A, hereinafter referred to as ICS and ~
a located at 901-B Texee Street. Denton. TX 76201
and hereinafter referred to as LICENSEE or CUSTOMER
The following addenda, when ~n[haled by CUSTOMER and ICS, are incorporated herein be reference for all purposes
CUSTOMER S ICS
INITIALS INITIALS
A HARDWARE SALESADDENDUM 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 Colhns Boulevard, Suite 100
R~chardson Texas 75080 3630, U S A
CUSTOMER Liaison ICS L~a~son
Tommy Galbra~th
IN WITNESS WHEREOF, th~s Agreement m.~upon the date s~gned below by an ofhcer of 1CS
Accepted by ~ ~ iAh~;~dATb[D COM PUTER SYSTEMS 1NC
T,tle O~ f~~ T,tle _/Z/~,
Date Signed ~/~ ~ Date S,gned ~-//' ~ ~
RECITALS
A ICa prowdes certain computer hardware and related products heremaffer referred tO as the Hardware and/or the Related Products
B ICS licenses certain computer software hereinafter referred to as the ICS Sofb~vare and collechvely referred to as the L~censed Software
C JCS provides certain related services
D CUSTOMER desires to acquire certain Hardware and/or Related Products and/or CUSTOMER desires to obtain pursuant to a I~cense ICS Software and/or CUSTOMER
desires ICS to provide related serwces
IN CONSIDERATION OF the terms and conditions of th~s Agreement and other good and valuable cons~derahon ~he premises contained herein the receipt and sufficiency
of which IS hereby acknowledged [he part,es hereto agree as follows
ARTICLE I MISCELLANEOUS TERkr~
1 DEFINITIONS Unless the context otherwise provides ~he terms defined ~n Exh~bg A shall for all purposes of this Agreement and all Addenda hereto have the meaning
there~n specd~ed
2 ASSIGNMENT CUSTOMER may assign th~s Agreement In whole or ~n pad only wgh the pr~or wrdten consent of ICS ICa may assign th~s Agreement upon not,ce to
CUSTOMER
3 CONFIDENTIAL INFORMATION The pathos hereto agree that all propnetary mformat~on d~sclosed by the other during performance of th~s Agreemem and ~denhfled as
proprietary shall be held m confidence and used only m performance of th~s Agreement Each party will exercise the h~ghest standard of care to protect the othecs proprietary data
from unauthorized d~sciosures if such data ~s publicly avatlable arready m one party s possession or know or ~s thereaffer ngh~fully and lawfully obtatned by one pady from
sources other than ~he other party there shall be no restriction m its use
4 WAIVER Any waiver by either party of any prows~on of this Agreement sdall net ~mply a subsequent waiver of that or any other provision
5 NOTICE Any nohces or demands required to be g~ven harem shall be g~ven to the parbes m wntlng and by certlfmd ma~l at the addresses speclfmd harem or to such other
addresses as the pathos may heremaffer substitute by wntten notice g~ven In the manner prescribed ~n this section
6 ENTIRE AGREEMENT ff~sexprasslyagreedthatthlsAgreementembodlestheendreagreementofthepartlesln relat~on to the subjec~ matter of th~s Agreement andthat
there ~s no other oral or wntten agreement or understanding between the parbes at the hmo of execution of th~s Agreement
A This Agreement cannot be meddled except by the written agreement of all parties hereto CUSTOMER further agrees that only an officer of ICS has the authority fo
obligate ICS and that CUSTOMER m entering rote this Agreement has not relied on any representahon ether that those expressly contained in this Agreement
B CUSTOMER end,CS further agree that all If any purchaseorders or slmllardocuments that purport revery er add lethe terms andcendltlons of th~s Agreement shall
be null and void and shall no~ vary or add to the terms and conditions ef th~s
C The word Agreement as used herein shall mean this Agreement and all addenda hereto
7 GOVERNING LAW The parties agree that h~s Agreement shall be governed by the laws ef the State of Texas Except to the extent that the provisions of this Agreement are
c~early inconslstenf therewith this Agreement will be governed by the Ungorm Commercial Code of the State o f Texas To the extent that there is to be a delivery or performance of
services under th~s Agreement such serwces w~ll be deemed goods wdhm the deflnlhon of such Un~form Commercial Code except when deeming such serwces as goods would
result m a clearly unreasonable interpretation
8 LEGAL CONSTRUCTION In case any one or more of the prowslons contained ~n th~s Agreement shall for any reason be held to be Invalid ~llegal or unenforceable in any
respect such invalidity lllegahty or unenfomeebllliy shall not affect any ether provision thereof and this Agreement shall be construed as ~f such Invalid illegal or unenforceable
provisions had never been contained herein
9 BINDING EFFECT Thru Agreement shall enure to the benefit of and b~nd the parties hereto their successors and assigns
10 AUTHORITY Each party hereby warrants and represents that their respechve s~gnaturee set forth herein have been and are on the date of this Agreement duly authorized
by all necessary and appropriate corporate or leglsrahve achon to execute th~s Agreement
11 SECTION HEADINGS AIl sechen headings contained harem are for convenience er reference only and are not intended to define or i~md the scope of any prewsmn of th~s
Agreement
12 EXPENSES FOR ENFORCEMENT In the event e~ther party ~s required to employ an attorney to enforce the prowsmns of this Agreement or is required to commence legal
proceedings to enforce the prowsmns hereof the prevailing party shall be enhded to recover from the other reasonable attorney s fees and court costs ~ncurred ~n connechen with
such enforcement ~ncludmg but not I~m~ted to collechon agency fees attorney I~hgahon fees su~t fees and costs or investigation and litigation
13 FORCE MAJEURE Neither party hereto shall be in default by reason of any failure of ~ts performance under this Agreement if such failure results whether d~recdy or
indlrecdy 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 restrlchon epidemic or catastrophe lack of
timely instructions or essential Information from the other par~y
14 SOLICITATION OF EMPLOYEES Neither ICS nor CUSTOMER shall during the term el this Agreement nor for a period of one year following Its termmahon sol,cd for
employment nor employ whether as an employee or ~ndependent contractor any person who ~s or has been employed by the other dunng the term of this Agreement
15 TAXES CUSTOMER shall pay all taxes arising out of thru Agreement except for taxes based upon the net raceme of ICS ff CUSTOMER is a tax exempt entity
CUSTOMER shall prowde ICS w~th written proof of such status
16 EXHIBITS All Exhlbds described In this Agreement are attached hereto ~ncorporated here~n and made a part et this Agreement for all purposes
17 MISSPELLINGS Misspelling of one or more words ~n this Agreement shall not ~nval~date this Agreement Such misspelled words shall be read so as to have the meaning
apparently intended by the parties
18 EFFECTIVE DATE This Agreement Is effechve 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/er 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 ICS agree that the terms and
conditions of such acqum~hon are governed by this Agreement and the addenda specified m 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
[ntem'ated Computer Systems lnc
1651N ColhnsBoulevard Smtel00 Date 2/23/99
Richardson Texas 75080 Page I of 2
(972) 783 9400 Fax (972) 783 9460
Cttv of Denton 8 Cttv of Denton Pohce Denartment
~ ~01-B Texas Street §01 E. Hickory. Sutte E.
T' ~ "1' Denton. Texas 76205
Denton. Texas 76201 }; l0 556-7926 Metro (972~ 434-2529
t~ 94m 349-8228 ~ (940~Fax (940) 349-7929
THIS HARDWARE SALES ADDENDUM ~s entered ~nto by and between Integrated Computer Systems Inc , located at 1651 N Collins Bird Suite 100, Richardson Texas 75080
ITEM NUMBER DESCRIPTION PRD I CLS (~TY PRICE PRICE
APPENDIX C
q~uardlan 2025. Crown Victoria Police Paekane
GMDCg025 Guard~: n 2025 MDC1 Crown Victoria Police Paekafie With B/4 44 $131198 00 $5801712 00
Ru~$e¢ ~zed Pentmm I$0MHz CPU~ 32MB RAM~ 1 44MB Diskette
I 4GB lard Dtaver Ethernet 10Base T Portr Two Serial Ports~
PCMC A Type Il Card With Two Serial Connectmnsr
Two PeMCIA Type 11 or one Type I11 Slot, Sound Card
Space Saver Keyboard With Integrated Glide Mouse & Keyboard Light
DuaISchn H/B 200nit Color LCD CAP Touch Screen Monitor
Integrated Crown Victoria Mount Remote Speaker & Amplifier
Programmable Shutdown Power Relay Windows 95
O~PTIONAL GUARDIAN 2025 MDC EOUIPMENT
MCP200 MDC Mobile Communication package to include B/4 45 $1 450 00 $65 250 00
CDPD Modem operatml~ at 19200 Baud
CDPD Modem to MDC Cable & Antenna Kit
MDCCDI2 intesra~od 12X CD ROM Drive (factor~ installation only) B/4 52 $374 00 $19,448 00
MCR300 Faxes pL/ID Masnefie Card Reader B/4 52 $465 00 $24,180 00
CITPTR100 21tat~ofl Thermal Printer B/4 52 $1~295 00 $67~340 00
RMTSPKI0 Remot~ Speaker with Amphfier B/4 52 $145 O0 $7~540 00
FLTKBDI0 ~[eybo~rd skin B/4 52 $1800 $93600
I[IPGRADE EOUIPMENT OPTIONS
LCDCAP500 Upfra~e from 200mt LCD to 500ml Color LCD CaD Touch Screen Momtor B/4 44 $450 00 $19 800 00
HD2100 Upfra~e from I 4GB Hard Drive to 2 I OB Hard Drive B/4 44 $250 00 $ I I~000 00
Guardian 2075. EMS Custom Package
GMDC2075 Guardihn 2075 MDC, Custom EMS Package With B/4 14 $13 198 00 $184 772 00
Ruggedized Pentium 150MHz CPU 32MB RAM, I 44MB Diskette
I 4GB,Hard Drive, Ethernet 10Base T Port Two Serial Ports
PCMCIA Type Il Card With Two Serial Connections B/4 14 $285 00 $3 990 00
Ywo P~M~IA Type I1 orone Type III Slot Sound Card
Space Sever Keyboard With Integrated Glide Mouse & Keyboard Light
DualSean H/B 200nit Color LCD Rez Touch Screan Monitor SBJV Mount
Universal CPU & Keyboard Mount, Remote Speaker & Amplifier,
Windows 95
II 37AM
98Ph2 HW CON xls
HARDWARE 8ALES ADDENDUM
Purauanl to the terms end conditions contained In 1his Addendum Ica and CUSTOMER spacdied herein ICE shall at ne charge to CUSTOMER for parts or labor repair
desire to of replace any ~empanent el the Hardware that tails to perform m accordance
supplement and amend the Agreemenl with ds manufacturer s spacdicaben provided howemr that
(1) Such rdllura Is due to a bofect ~n wotamansh~p of matenata and
IN CONSIDERATION OF the terms and conditions of Ihs Agreement ~h~s Addendum (2) CUSTOMER Informs ICE ~n writing during the warranty padod of such
and other good and valuaMe consideration the premises contained here~n the receipt and failure and
sufficiency el which Is hereby acknowledged the padleS hereto agree as follows (3) Unless olhe~wlse stated in th~s Agreement d the Hardware is tocated
more than fihy m~lee from the nearest Ica SaUce OIfice CUSTOMER
1 HARDWARE PURCHASE agrees to pay ICE at Ica then standard sauce ~atas far t ra'~l time
iCE agrees to sell and CUSTOMER agrees to buy the Hardware specified ~n th~s transpartahon meals and lodging e~oenees lor lOS travehng to and from
Addendum CUSTOMERmaysubsbouentlyorderaddltlonalHardwa~fromICSby {heHardwameloetaionorCUSTOMERmay atCUSTOMERseole
requesting edditlonal Hardware from ICS executing the copy of a HARDWARE SALES expense and r~sk el loss deh,~r the Hardware to and retde~ the
ADDENDUM that ICE sends Io confirm CUSTOMER s request and returning such addendum Hardware gem the nearest ICE Ser~ee Office and
toICS (4) .meHargwarehasnotboenedectedbyfire accident abuse orneg~ect
nor has Ihs Hardware been subjected to unusual physical or electrical
2 OPERATING SYSTEM SOP-RNARE stress including but not limited to lightning ar high ¥~ltapa surges nor
II oparagng system soEware ~s to be prowbod by ICE ICE shall provide such sogware has the Hardware been operated in an environment other than as
to CUSTOMER pursuant to the terms and cond~pans of ICE SOFTWARE SUBLICENSE sbecdied In the site environmental spac~hcahone nor has anyone other
ADDENDUM than ICE performed maintenance on the Hardware and
[5) CUSTOMER has be~formed CUSTOMER e pre~nti,~ ma~rdenance
3 ESTIMATED HARDWARE OELIVERY DATE duties as specified by Hardware manutac~urer and
Unless orbs;wise agreed upan by ICE and CUSTOMER the dtae of the Hardware s (6) CUSTOMER has used the Hardware only w~th such supalles as are
dell¥~ry Is appro]d m at e ICE shall notdy CUSTOMER of the schbouled dell~/dale reoommenbod by Ica
S 'me lOCation and avalledlllty of warranty sewlce for an ~tem el Hardware shall be
4 INSTALLATION AND SiTE PREPARATION determined by the category to whmh such item of hardware belongs
'me CUSTOMER agrees to prepare the Hardware s Instaltahon sds prior tat he deh~ry (t) 'me hm~tad warranty Category hereinafter raferred to as Warranty
el the Hardware and ICE agrees to install the Hardware m accordance Wl~h the following Classes are defined as fOllOWS
A ICE shall provide CUSTOMER with a copy of all relevant site preparahon a Warranty Claes 1 If the Ilmged warranly is spacdied as Warranty
HARDWARE SALES ADDENDUM
Date 2/23/99
Page 2 of 2
ITEM NUMBEa DESCRIPTION PRO / CLS I~¥ pa]ca PRICE
OPTIONAL GUARDIAN 207~ MDC EOUIPMENT
MCP200 MDC Mobile Communication package to include B/4 14 $ l 450 00 $20 300 00
EDPD Modem- operating at 19200 Baud
CDPD Modem to MDC Cable & Antenna Kit
MDCCDI 2 Integra~d 12X CD ROM Drive (factory installation only) B/4 [4 $374 00 $5,236 00
MCR300 /~exas DL/ID Magnetic Card Reader B/4 4 $465 00 $1 860 00
LCDREZ250 Remote H/B 200nit Color LCD Rez Touch Screen Package W/S Mount B/4 4 $3 295 00 $13 180 00
PAr~pI HS0 5 X I t Page Printer B/4 4 $895 00 $3 580 00
RMTSPKt0 RemotdSpaakerwith Amplifier B/4 18 $14500 $2,61000
FLTKBDI0 Keyboard skin B/4 18 $1800 $32400
PH(.~HLY10 Programmable Shutdown Power Relay B/4 18 $385 00 $6 930 00
UPGRADE EOUIPMENT OPTIONS
LCDREZ200 Upgradet~om~'0~nitLCD to S00nit Color LCD Rez Touch Screen Monitor B/4 18 $45000 $8 10000
HD2100 Upgradb from I 4GU Hard Drive to 2 IGB Hard Drive B/4 14 $250 00 $3 500 00
Guardian 20'/5 PROCESSOR
pt!gg~,~i~od Penfium 150MHz CPU, 32MB RAM, B/4 4
4OB Hard Drive, Ethernet 10Base T Pon, Two Serial Pons,
PCMCIA Type II Can:l With Two Serial Connections
Two PCMCIA ~pe Il or one Type Ill Slot, Sound Card
MDC d86/100 TRADE-IN
486/100 Processor with 16MB Memory, 4
I 2OB ~lard Drlve~ Ethernet 10Base-T Pon~ Pour Serial Pons 4
Net $2 750 00 $11 000 00
Preconfiguration lnstafiafion the N/A 63 $808 00 $50 904 00
NOTES sub TOTAL $1,112,492 00
(1) Customer will prowde all ethernet connections hubs otc UAL TRADE-IN cREel ($10,936 00)
(2) Preconfigured ~nstallatlon Includes assembly and testing of purchased system by ICS for customer
INSTALLATION CHG N/A
installations
:3) Trade in credit is the balance due the City and is valid only with phase II H/w & S/W contract aI~TalBUTION CNG $E~,250 00
:4) Customer w~ll Install all MDC s ~uB TOTAL $1,113,806 00
:,5) The extra modem is for in house support ~ALES TAX
WARRANTY PRD [~N D~ OTHER CASH WITH ORDER $556,903 00
WARRANTY CLS 30 D~YS = U=90 DAYS C=I YEAR 4=RTF 5=MFG 6=OTHER BALANCE DUE $$56,903 00
Customer has r~ad and agreed
this HARDWARE SALES ADDENDUM
ACCEPTED BY ACCEPTED BY
CUSTOMER NA THE INTEGRAffED COM PUTteR SYSTEMS
DATE DATE
11 37AM
98Ph2 NW CON xls
HARDWARESALESADDENDUM
Pursuant to the terms and condd~ons contained ~n th~s Addendum ICS and CUSTOMER spoc~hed harem ICS shall at no charge to CUSTOMER for pads or labor repair
desire to of replace any component el the Hardware that fails to perform in accordance
supplement and amend the Agreement with ds manufacturer s speoiiteabon provided however that
(1) Such failure Is due to a defect ffi workmanship or mutensffi and
IN CONSIDERATION OF the terms and condri~one of the Agreement thru Addendum (2) CUSTOMER informs ICS ~n writing dunng the warranty added of such
and other geed and valuable consiperatlon the premises contained here~n the receipt and failure and
suffiaieneyofwhichls herebyacknewledged file parbes hereto agrae as fffilows (3) Unless uthe~,vlse statedlnthls Agreement tithe Hardwareisthcatad
more than fifty miles from the nearest ICS Service Ofitce CUSTOMER
I HARDWARE PURCHASE agrees to pay ICS at les then standard sea,Ice rates for travel time
ICS agrees to sell and CUSTOMER agrees to buy the Hardware specd~ed ~n th~s transpor[ait on meals and lodging expenses for ICS traveling to and lmm
Addendum CUSTOMERmaysubsequentlyorderadddionalHardwarafromlCSby theNardwareslocabonorCUSTOMERmay atCUSTOMERssole
requesting additional Hardware trom ICS executing Ihe copy el a HARDWARE SALES expense and risk of loss deliver the Hardware to and rut nave the
ADDENDUM that {CS sends to conitrm CUSTOMER s request and retutmng such addendum Hardware from the nearest ICS Seethe Office and
tolCS [4) ~eHardwarehasnotbeenaffectedbyfire accident abuse erneglect
nor has the Hardware been subJecled Io unusual physical or eleotrlcffi
2 OPERATtNG SYSTEM SOF~VARE stress including but not limited to [~gthnlng or h~gh voltage surges nor
If operating system softwara is to be provided by ICS ICS shall pro'ada such soIfwara has the Hardware been operated in an environment other than as
to CUSTOMER pu~suarg to the terms and condri~ons of les SOFTWARE SUBLICENSE spec~hed in the site environmental sppcifloahons nor has anyone other
ADDENDUM than ICS pedormed maintenance on the Hardware and
(5) CUSTOMER has pedormed CUSTOMER s prewngve malntanance
3 ESTIMATED HARDWARE CELIVERY DATE duhes as spoclited by Hardware manufacturer and
Unless uthe~wise agreed upon by ICS and CUSTOMER the date of the Hardware s (6) CUSTOMER has used the Hardware only with such supplies as are
bell~e ry is approvim ate ICS shal~ netlty CUSTOMER of the scbedulpe delivery date recommended by ICS
E Re ~ooutlon and avallabridy of warranty set.ce for an item of Hardware shall be
4 INSTALLATION AND SITE PREPARATION determined by the category to which such item of hardware bethngs
The CUSTOMER agrees to prepare the Hardware s ~nstaitat~on site prior ta the dell'tory (1) ~le lira fted warranty category herffinabor ruterred to as Warranly
of the Hardware end ItS agrees to install the Hardware in accordance with the following Classes are defined as follows
A ICS ehffil provide CUSTOMER wdh a copy of all relevam site predaraben a Warranty Class ! II file hmded warranly is speolhed as Warranty
speffiifoabens Class 1 the manulacturer or ICS shall pedorm warranty sauces
B CUSTOMER shall prepare the Installahon site in acCordance with the s~te or the Hardware S location
speffillpaifons b Warranty Class 2 If the limited warranty is speclifed as Warranty
C Unless otherwise speclhed in lhls Agreement CUSTOMER shall furnish a~t Claes 2 lben CUSTOMER must transport the item of berdwaro Io
necessary labor and shall assume full responsibility for unpacking the Hardware the closest manufacturer or ICS Service Office lo obtain warranty
and plating the Hardware in position at the sds sauce CUSTOMER shall bear all costs of such transpodatlon
D Unless olhe~Vlse spacriied ~n boa Agreement CUSTOMER shall furnish all Including but not Itmited to shipping and insurance charges as
necessa~ labor and material to install all associated electhcal hnes CRT well as the nsk of loss Sauces ppdormed pursuant lo Warranty
cables and cable ends Class 2 shall be performed as scheduled by les tn its sole
E If this Agreement pro'ades lor hardware installation by ICS then iCS shall P~scrattan
provide CUSTOMER wdh a copy of all relevant en'.~ronmental speCdlCabone Ior c W a~ranty Class 3 If the hmited warranty Is sbeClbed as Warranty
tbeHardware CUSTOMERagreestomamtalnthes~teandoparateffie Ctass3 thenCUSTOMERmusttransporttheriemofhardwarole
Hardware in accordance with such enwronmental speclhcat~ons ~nclpalng but the factory to obtain warranty service CUSTOMER shall bear all
riel limited to the electrical power temperature and humidity spacrilcaflens costs el such tranebebe/~on including but riel I~miled Io shipping
CUSTOMER expressly assumes all rospene~bihty tar providing all equrgment and ~nsurance charges as well as the dsk el tess Ser~ces
necessary if any for regulaPng and/or cond~tlonlng the electrical power performed pursuant to Warranty Class 3 shall be performed as
F It ICS ~s to Install the Hardware then the day ICS inslalls the Hardware shari be scheduled by the manufacturer in ItS sole discretion
bef~ned as the Hardware Instariat~on Date d Warranty Class 4 If the limited warranty is specihed as Warranty
(t) Howewr d within ten (1 g) days after dell',~PJ of the Hardware Class 4 then ICS provides such Item of Hardware AS IS and
CUSTOMER has not prepared the Hardware site in acCordance wrih Ihs without warranty from ICS and ~CS wilt pass through any and all
site preparation spaclflcatlons and/or the Hardware site ~s not evadable available warranties from original equipment manufacturer lo
for ffistallutlon then the tenth day after delivery ct the Hardware shall be CUSTOMER
deemed to be the Hardware Installation Date regardless of when actual e If an Item of Hardware has no Warranty Class epeclged than such
hardware mslallatlOn occurs item of Hardware is provided by ~CS AS IS and without warranty
(2) CUSTOMER agrees to compensate ICS at ICa then standard rates tar f Other pertinent warranty infonmahon is described and apaohed
all time and matanals e~ended because of CUSTOMER s delays in (2) ICS warran{y eel'~Ces are available 8 0S a m 5 00 pm Moeqay through
preparing the hardware sds and/or because of the unavallab~l~ly of the Friday Central TIme excluding ICS holidays Manufacturer warranty
9 SECURITY INTEREST
SOFTWARE SUPPORT ADDENDUM SOFTWARE SUPPORT
TRAINING ADDENDUM TRAINING
OTHER ADDENDA OTHER GOODS AND/OR SERVICES AS SPECIFIED
3 OTHER GOODS OR SERVICES H ICS has agreed to provide any other goods and/or serwces for CUSTOMER CUSTOMER and ICS agree that the terms and cond~hons
of such are governed by this Agreement and the documents specified here~n Such documents are ~ncorporated here~n by reference for all purposes
4 DELIVERY Dehvery shall be deigned as F O B deshnatlen at CUSTOMER s premises or when CUSTOMER takes possesmon of the ~tems to be dehvered whichever occurs
first ICS shall prepay the shipping and transit insurance charges for the Items dehvered and CUSTOMER agrees to reimburse ICS for such charges
5 RISK OF LOSS R~sk of loss shall pass to CUSTOMER upon delivery
6 INSURANCE ICS shall insure the Hardware against loss destcuchon and theft untd delivery CUSTOMER agrees to provide adequate All R~s~( insurance to cover the
Hardware while on CUSTOMER s payment m full CUSTOMER fudher agrees fo hold harmless and indemngy ICS against any and all losses arming out of the Hardware after
delivery and before CUSTOMER s payment m full
7 SECURITY INTEREST ICS shall retain a security interest ~n all hardware related products and ~n any proceeds for as long as CUSTOMER owes ICS any monies under
th[sAgreement CUSTOMER agrees fo execute such document as may be necessary to pedect lCS secuntyinterest
8 PAYMENT A~am~untspayab~et~CSaredueandpayab~e~nUngedStatesdo~arsat~CS~ces~nR~chards~n TexasUSA All amounts not pald when due shall bear
~nterest at the rate of one and one half percent per month or the highest rate allowed by law whichever ~s less
9 LIAISON BETWEEN ICS AND CUSTOMER les and CUSTOMER hereby designate the mdlwduals named harem as L~msons who shah have the duty of achng as points of
contact wlth personnel of lCS and CUSTOMER mspechvely CUSTOMERsLlalsenshallhavetheauthor~tytoacceptgoodsandserwcesprewdedbylCS E~therpar[ymay
change ~ts Lm~son upon notice to the other pady
10 CUSTOMER DELAYS If CUSTOMER delays lCS performance ~CSsha~beexcusedfremped~rmancef~ranam~unt~ft~mec~mmensurafow~ththede~aycausedby
CUSTOMER CUST~MERackn~wiedgesthat~tsde~aymayexcuse~CSfr~mpeH~rmanceforanam~unt~fhmegreaterthanthede~aycausedbyCUST~MER Such delays by
customer that may cause ICa to delay performance include but are not limited to the following
A CUSTOMER s failure to adequately prepare CUSTOMER s premmes for ~nstallatmn of the Hardware prior to the scheduled dehvery date
B CUSTOMER s fadure to order forms or supphes in a hmely manner
C CUSTOMER s inadequacy in conYerhng CUSTOMER s data for use by the ICS software including but not limited to the following
(1) Failure to have prepared such data in the form and format requested by les
(2) Fadure to have prepared such data or before the date specified by ICS
(3) Fadure to have verified such data for accuracy and
(4) Submission of erroneous data to les
D CUSTOMER s failure to have adequately estabhshed the appropriate master files for the ICS Software
E CUSTOMER $ failure to have completely prepared the Hardware Installation site prior to the Hardware s actual dehvery including but not bruited 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 d~sclose the terms and conditions of this Agreement and the addenda
hereto
12 INJUNCTIVE RELIEF CUSTOMERagreestha~allL~censedSoftwareprevldedpursuantto~h~sAgreement~sun~que IfCUSTOMERbreachesth~sAgreement thenm
add~tmn to such ether remedies as are available to ICS ICS may obtain Injunctive rehef Th~s Secfion shall not be deemed to in any way hmlt such remedies as may be available to
ICS m law or edu~ty
13 LIMITATION OF LIABILITY All warranties in th~s Agreement are eublect 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 IGS PURSUANT TO TH~S 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 tN 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 les SHALL NOT SE 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 ~CS WILL NOT BE LIAELE FOR DAMAGES AS INDICATED ABOVE EVEN IF ICS HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES
HIN NO EVENT SHALL ICS BE LtABLE FOR ANY AMOUNT IN EXCESS OF THE MONIES PAiD BY CUSTOMER TO ICS PURSUANT TO THIS AGREEMENT
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 Th~s Agreement may be terminated In accordanoe with the following
A E~ther party m~y terminate in the event of bankruptcy Insolvency and/or an assignment for the benefit of creditors of or by e~ther party
B In the event CUSTOMER fails to perform in accordance with the terms and cond~tmns of this Agreement including but no i~m~ted to all addenda hereto ~s so nohfied by
ICa and tafis tO cure such failure within thirty (30) days following notice ICS may terminate th~s Agreement upon notice
C Termination of th~s Agreement terminates all licenses ~f any granted pursuant to this Agreement
D All non disclosure non competlhon and confidentiality provisions of this Agreement shall sur~ve ~ts termlnahon
E In the event of termination by edher party any credits due CUSTOMER for prepayments of maintenance covering the period after the date of termination shall be
refundedtoCUSTOMERwlththirfy(30) daysfromthedateoftermlnatien AnymonlesduelCSfremCUSTOMERaredueandpayableontermlnahondate ICSmayuse
any mon~es due to ICS to offset memos due to CUSTOMER
IPeR OPFICE USE ONLY
Cou ncli/Commlss~oners/Soard Meeting Month Work Begins on Next Year's Month Budget Is Adopted Month Budget ~s Effechve
Dates Budget
GENERAL TERMS AND CONDITIONS PAGE 2
SOFTWARE LICENSE ADDENDUM
Integrated Computer Systems Inc
1651N ColhnsBoulevard Smtel00 Date 2/23/99
Richardson, Texas 75080
(972) 783-9400 Fax (972) 783 9460 Page I of 2
City of Denton $ Ettv of Denton Police Denartment
901-B Texan Street ~T 60lE. Htckorv. SulteE.
Denton. Texas 76205
Denton. Texan 76201 C94m 556-7926 Metro (972/434-2529
(940~ 349-8:228
r
Fax (940) 349-7929
SOFTWARE LICENSE ADDENDUM ts entered rote by and betw~n Integrated Computer Systems Ine , Iocaled at 16gl N Collins Blvd Suite 100, Richardson, Texas
hereafter referred to as ICS and The City of Denton, wnh its principal location at Denton City Hall 215 E MeKInney Denton Texas 76201 hereinafter referred to as
or CUSTOMFR
31 / 96 ICS and LICENSEE entered into an agreement entaled GENERAL TERMS AND CONDITIONS hereinafter referred lo as the Agreement
LICENSEE agrees to L~¢ense the following ~tems from ICS
CAD SOFTWARE
I .evel 3 DCAD Mapping[ Interface 7
POLICE RECORDS SOFTWARE
2 CJIS Basic Pohce Records Software License1 Property/stolen~ 19 2
recovered~ ewdent~arylt Vehicle (stolen~ recovered~ ~mpound)~
Case Mana~lement (MO~ a~algnmentsI solvablht}'r tnc~dent name
and descriptors/
Call Reportm8 Software L~cense
Master Index Software L~cense
(IBR) lnmdent Based Reportln~ Software License
Arrest R~ords Software Lmense
Warrants Software Lmense
3 }CAD Status Momtor Access 20 1
4 Vehicle Maintenance Software L~censc 7 I
5 General Inventory Software Lmense 7 I
6 eroperty Room Manascment Software L~eense I 3
7 ~.mmal Control Software L~cense I 3
8 2ese Management Software L~eense 22 I
FIRE AND EMS RECORDS SOFTWARE
9 ?~re Information Management SoRware w~th TXFIRS Reporting 7to 21 2
10 gompany Reporting 7to 21 2
I 1 EMS Reporting 7to 21 2
12 Vehicle Maintenance Software L~cense 3to6 2
13 .qenoral Inventory Software Lmense 3to6 2
14 F~re, EMS Personnel Module w~th Leave/Hours Repomn8 2 I
15 F~r~ Prevention Software Lmense 7 I
16 Hydrant Testing Software Lmense 2 I
17 Hose Testmg Soaware L~cense 2
18 g C B A Maintenance and Testing Software License 2 I
19 Report Writer I I
20 Data Dtctmnar~ Set up N/A N/A
MDC GATEWAY SOFTWARE
21 ~DPD Gateway Controller L~eense Upgrade 75to 150 1
22 CDPD Network Controller Software
23 Massaging 15to 100 I
24 NC1C Interface 15tel 00 1
25 DCAD Interface 15to 100
I1 34AM
98Ph2 sw con
SOFTWARE LICENSE ADDENDUM
chsrge 12 NONDISCLOSURE
SOFTWARE LICENSE ADDENDUM
Date 2/23/99
Page 2 of 2
AUTHORIZED QTY UNIT EXTENDED
MDC FIELD ENTRY APPLICATIONS
26 Inmdent Reporting 90 l
27 C~tatlons 90 1
28 DCAD Mapping Interface 90 I
29 DCAD Premise Drawing Interface 90 I
30 Call Volee Response Software 90 I
31 Texas Traffic Accident Repo~tmg, Software for MDC 90 1
32 Traffic Acmdont, Crime Scene Drawing Software for MDC 90 I
33 Vehicle Towing and Inventor~ Report Software for MDC 90 l
34 Briefing Special Patrol Note Pad 90 1
35 Magnetic License Up load Software 90 I
36 Field Intervmw 90 I
37 House Watch Reporting 90 I
38 Document indexing Software for MDC 90
39 MDC Pagmg 90
40 F~re Incident Company Reporting (requires w~ndows 9X vermon 30
41 Fire Incldont Reporting (requires windows 9X version) 30 I
42 Ftre EMS fteportmg (reqmres windows 9X vernon) 30 I
43 Fire Pre Plan Drawing Software 10
44 CDPD Fde Upload Software I 10
45 ICS S~'stem Installation Management Semees 30 I
46 ICS Prime Contractor Faelhty Installation Management Service N/A 160
47 F~m Pre Plan Drawing 30 1
SUB-TOTAL $980,925 O0
software listed and pr ced above does not include program modiflcahons sos TOTAL NONE
INSTALLATION CHG $33,500 og
DISTRIBUTION CHG $6,650 00
SUB- tOTAL $1,021,075 O0
Re~ IThomas P Galbm~th SALES TAX N/A
BY ]Customer
TOTAL $1,021,075 00
has road and nomad to b~ bound by ICS GENERAL TERMS AND CONDITIONS and CASS WITII ORDER $510,537 50
SOFTWARE LICENSE ADDENDUM / BALANCE DUE $510,537 50
ACCEPTED BY iT~ Fj~E ~ ACCEPTED BY
CUSTOMER NAME CI3~ O NTC~
INTEGRATED CO ~M,?~TER S¥STEMS~_NC
SIGNATUREDATE ~ $1GNATUR~ TITLE DATE ( ~t ,~/..)~,~.,,~j~.~ ~.~,~. ~r~_- IT--//- ~ r/.-~ ~ -
II 34AM
98Ph2 sw con xls
SOFTWARE LICENSE ADDENDUM
charge 12 NONDISCLOSURE
TRAINING ADDENDUM
Integrated Computer Systems lac
1651 N Colhns Boulevard Suite 100 Date 2/23/99
Richardson Texas 75080 Page I of I
(972) 783 9400 Fax (972) 783 9460
< t City of Denton ~ $ 2ttv of Denton Pohce Deoartment
I:90~_B Texa~ Street }l' T 501 E. Hickory. State E.
Denton. Texas 76205
~ i Denton. Texas 76201 l; Ot ~940/556-7926 Metro (972/ 434-2529
Or (940'~ 349-8228 P .......Fax (940) 349-7929
THIS TRAINING ADDENDUM ~s entered Into by and between Integrated Computer Systems lac located at 1651 N Collins Bird Suite 100 Richardson, Texas 75080
DATE / TIME DESCRIPTION # OF qTUDENTS (~TY PRICF PRICE
[C~ wdl tram one trainer and the trainer will tram thc end users 2
iTrgmm8 is for apphcaHon software hsted on the
;or, ware license agreement}
NOTE sue TOTAL $15,675 00
(1) Training pnco ~s for tram tho trainer
(2) Additional tratmng w bo charged at current ICS tra~mng rates plus expenses ESTTRAVEL N/AN/A
SUB TOTAL $15.675 00
INSTALLED[CS SALFS REPB¥ Th~mas$ P Galbm~th I 8ALEq TAX
IC] TOTAL $15,675 00
,
Customer has read and agreed to be bound by ICS GENERAL TERMS AND CONDITIONS and CASH WITH ORDER $7,837 50
this TRAINING ADDENDUM BALANCE DUE $7,83750
ACCEPTED BY ,~ ~"J ACCEPTED BY
CUSTOMER NAME ,~THE ~ITY ~F ~EN~q
,NTE RSIEO CO %T SYSTEMS
TITLE ( TITLE ~ ~ ~-~ - -
DATE ~'~ !~ / DATE ~'// ~
II 02AM
98Ph2 TRAIN CON xls
TRAINING ADDENDUM
A ICS and CUSTOMER desire to supplement and amend the Agreement
IN CONSlOERA31ON OF the terms and conditions of the Agreement this Addendum and other good and valuable oons~beratlon the premise= contained herein the receipt and sul/Iclency el
which is hereby ackrtewledged the pa~les hereto agree as follows
1 ICS TRAINING
ICS agrees to provide CUSTOMER with the ICS Training ~dentdred ~n th~s Addendum Such ICS Training is described m the ICS Training Description
Manual
A CUSTOMER may subseguently order addd~onal ICS Training from ICS by requesting such additional lOS Training from ICS and executing the copy of the TRAINING ADDENDUM that
sends to confirm CUSTOMER s requesl
B ~11e ICS training shall consist of a fixed lee ICS course training on a time and matanals basis and/or use of ICS Training MatarlalS at CUSTOMER s alta and/or at an ICS sen4ce canter
C All matena~$ pm'=dad to CUSTOMER Including but not hmlted to user manuals for the ICS Software shall be datmed as ICS Training Materials
D Certag~ elements of the lOS Training are designed to trmn a minimum number of sludents at the same time If there is a mlmmum number of atuberds for an element of the ~CS Training
the ~111Mmum number for such element is specdied in this Addendum If the minimum number falls lo attend such ICS Training lOS may charge CUSTOMER as lbeugh Ih= minimum
number of students did attend
2 MAXIMUM NUMBER OF STUDENTS
Certain el=manta of the ICS Training are designed to train e hmlted number ef students at s time II there is a maximum number of students for an element of the ICS tralmng the ~na:emum
number for ouch element is specified in this Addendum
A If more at CUSTOMER a employ=as choose to attend the ICS Training Ihan are specgled tn this Addendum ICS e~ther shall charge CUSTOMER an adddlonal charge for e~ry such
addlifonal student at rcs then standard rates or ICS in its sole dlscratmn may refuse to train such addd~onal students until a Irma mutually agreeable to CUSTOMER and ICS
B ICS recommends that customer pumhase ICS Training ~n all apphcahons ct the lOS Sedware and the Subhcensed Software lor at least two (2} el CUSTOMER s pereonnel
3 PREREQUISITES
CUSI'O{VIER agrees ~hat the ICS Training IS nat mtanded to tram CUSTOMER s personnel m their job skills ICS Training ~s ~ntended to provide tbe basic skills necessary to operate tee ICS
Software and the Sub~censed Software
A CUSTOMER represents that these of ds personnel who are ~o receive tCS Training are competent and ha'~ the necessary skills to pedorm such duties as CUSTOMER may assign them
Each of CUSTOMER s personne~ must execute and provide to ICa rCS then standard non disclosure/non competition agreemenl prior to the commencement of ICS Training for such
C If CUSTOMER requests that training occur at CUSTOMER s sd= then CUSTOMER must provide tm~nmg tacllthes and computer resources in accordance with ICS Instrucbees aed
specllicatlons
4 FEES AND PAYMENT
A g the training IS hxed fee then
(I) UPOn ex=cuban el this A~lbendum CUSTOMER agrees to pay ~CS fdty bercent (50~) el the tatal hxed fee amourlt specified herein
(2) UPOn complat~on of the training speCllled bereln CUSTOMER agrees to Pay ICS the balance of tee lixed fee amount sbe¢ifled In this Addendum
(1) Upon execuben of th~s Addendum CUSTOMER agrees ta pay hfty percent (507)of the Eatimated Total Coat ap=cd,ed in th~s Adbendum crone hundred dollars ($10000)
whiche'~r ts greater
(2) E~ry month ICS shall ~n~ce CUSTOMER for the balance of the time and materials charges CUSTOMER agrees to pay such in.ices wi{bin ten (10) days of receipt thereof
C CUSTOMER also agrees to reimburse ICS for all trawl and related e~ensee arising out el lOS Iralning of CUSTOMER Such el~enses inelede but are not ~lmlted lo time in transll
transpor[atlon lodging and meals
D CUSTOMER sbett bear all associated tra'~l and related e~enses of ~ts employees Such expenses Inclube but are not limited to transportation lodging and meals
5 SCHEDULE
11ga Addendum contains the schedule for the training If CUSTOMER changes the schedule tower than thirty (30) days prior to the scheduled dale ICS may charge CUSTOMER ICS thai1 curlent
re scheduling fee
6 PROPERLY RIGHTS
CUST~MERagree~that{be~CSTram~ngMatena~sareandsha~remaintaeexc~u~ivepr~pedy~f~CS ICSshallrata~nallcobynght mtereatslntaeiCSoouraematedats whetberpubliahedor
unpubllehed CUSTOMER agrees that the ICS Training Matanals centare trade secrets ct ICS
7 NON DISCLOSURE
CUSTOMER agrees ~lat to tasclose the ICS Training Materials to keep Ibe ICS Training Matar~als conflben~ial and to not remo~ such proprietary nob=es as ICS may choose to place on the ICS
Training Materials
A CUSTOMER agrees to reform a~l el CUSTOMER e employee= who ham access to the ICS Training Mat=riots as to the provisions el this Section
B CUSTOMER agrees not to permit any md=pa=dent contractor Including but not hmbed to consultants any access to the ICS Training MatarlalS without ICS consent and wlthoul such
independent contractor's first executing ICS then standard non-tasclosure/non-competlflon agreement and relumlng to ICS an executed copy ICS shall provide CUSTOMER a copy of
8 LIMITATION OF LIABILITY
ICa MAKES NO WARRANTIES CONCERNING THE ICS TRAiNiNG MATERIALS OR ~HE SERVICES PROVIDED PURSUANT THiS ADDENDUM ICS PROVIDES THE ICS 31;~AINING
MATERIALS AS IS ICS EXPRESSLY DISCLAIMS ALL OTHER WARRAN31ES EXPRESS OR ~MPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PAR'IICULAR PURPOSE
SOFTWARE SUPPORT ADDENDUM
Integrated Computer Systems, Ina
1651 N Collins Boulevard Suite 100 Date 2/23/99
Rmhardson Texas 75080
(972) 783 9400 Fax (972) 783 9460 Page I of 2
Cttv of Denton ~ htv of Denton Pohce Denartment
601 E. Htekorv. State E.
Texas
Street
)enton. Texas 76205
Dent°ri' Texas 76201 ~ ~ (940~ 556-7926 Metro (972~ 434-2529
(940~ 349-8228
Fax (940) 34%7929
SOFTWARE SUPPORT ADDENDUM Is entered rote by and betw~n Integrated Computer Sy~tems Ina located at 1651 N Collins Bird, Suite 100 Richardson, Texas
CAD SOFTWARE
I Level 3 DCAD Mappm,g Interface 3 NONE
POLICE RECORDS SOFTWARE
2 ~JIS Basra Pohce Records Software Lmense~ Property (stolen~
· ~eoveredr ewdennar},)~ Vehicle (stolen~ racoven~d~ ~mpound)~
~asa Manasement IMO~ ass~[nments~ solvabdltyt incident name
and descriptors)
Fall Reporting[ Software Lmense
Master Index Software License
[BR) Incident Based Rcportlnfl Software Lmense
3 DCAD Status Momtor Access 3 NONE
4 Vehicle Mammnance Software L~cense 3 qONE
5 General Inventor/Software L~cense 3 NONE
6 Property Room Management Software L~cense 3 NONE
7 Animal Control Software License 3 NONE
8 Case Manasement Software License 3 xlONE
FIRE AND EMS RECORDS SOFTWARE
9 F~re Information Management Software w~th TXFIRS Reporting 3 NONE
I 0 Company Re~ortmg 3 NONE
I 1 EMS Reporting 3 NONE
12 Vehmle Mmntenanee Software Lmense 3 NONE
13 Oeneral Inventory Software L~eense 3 NONE
14 F~re, EMS Personnel Module w~th Leave/Hours Reporting 3 NONE
16 Hydrant Tesung Software L~cense 3 NONE
17 Hose Test~n$ Software L~eense 3 NONE
18 S C B A Maintenance and Testing Software L~cense 3 NONE
19 Report Writer 3 NONE
MDC GATEWAY SOFTWARE
20 CDPD Network Controller Software 3 NONE
98Ph2 SW SUP Con xls
SOFTWARE SUPPORT ADDENDUM
ICS and LICENSEE desire to supplement and amend the Agreement possible for IDS to utd~ze ~SP then ICS shall inslall such Enhancements in accordance with the
secpen entitled TIME AND MATERIALS SERVICES
IN CONSIDERATION OF the terms and conditions of the Agreement this Addendum and
et~ergcedandvak~eccns~derstion the premlsesconut~ned here~n the receipt and suftlclency 7 ENHANCEMENTS From tlmetofime ICS inits soleglscrafion maychooseto make
which is hereby acknowledged ~he pert~es hereto agree as fellows enhancements to the ICS Software ff IDS does make such Enfiancements Ice shall provide
Ihem to LICENSEE in accordance with Ihe section entllled INSTALLATION
DEFINIT~3NS Unless the context otherwise pro. des the terms defined m this section A If the vendor of tfie third party software makes enhancements without charge to
shall for the purposes o[ 1his Addendum ha~ the meaning herein speclhed IDS IDS may in Its sots discretion provide such Eedancements
A Enhancement An Enhancement is defined as an improvement to ~he rCS E LICENSEE acknowledges that the Enhancements may not funofton with the
So,ware Such tmpro~ment includes but ,s not I~mlted to adding a function adding a particular conflgurabon Of hardware and software possessed by LICENSEE and that in
report adding a CRT~npot format and eddmg a program order to funrdon the Enhancemente may require additional hardware and eofiware et an
B Update An update is dehned as a change or error correcl~ons made te ted existing additional cost to LICENSEE
Ice Licensed Software and includes but is net ~lm~ted to changes made Io bring current C LICENSEE atso acknowledges that the Enhancements when In [tse may ullllze
any function er functions more system resources than the Licensed Software currently Insta~led Such eddlti0nal
C Lmensed Software Ti~e IDS Sohware Is collectively retsrred to as the Lmensed system resources ~ncfudd but are not limited to additional auxiliary storage additional
Sddwara memory and add,lionel use of the CPU
C Third party Sohwam The software pm'~lped by the customer and/er IDS which D LICENSEE also acknowledges that Ice does not provide software updates or
includes but not limited to Ihe operating system soltwara word processing sethvare e enhancements to lhlrd pariy seEware unless spocllleally crated
mall software spreadsheet software er any other prhce sedware products that is not thai
~snotspoolficallywntten andrdrsupportedbylCS 8 UPDATES In accorddnce withlhe terms and conditions of lhts Addendum Ice shsl~
E Telephone Suppe~ Tetspho~e Support IS a se~ce of IDS in whmh LICENSEE may provide LICENSEE with error corrections and Ice selectively designated mandated tsglelalive
telephone Ice for consultation concerning the Lmensed Software The standard peedd Updates for the IDS Sohware spsclftdd in thle Addendum and the Section elltlfldd
of telephone support 8 00 a m to 5 00 p m Central Standard Time Monday through ~NSTALLATION
Friday excluding holidays A Ice fs to be notified by LICENSEE of any errors or mandated tsglslatl~ ch~npoa
F TSP So~ces TSP Sauces are installation and error correction sauces provided requiring corrections or modifications to IDS selectively designated exiMilrg software
by Ice using Ice Telecommunlcakons Support Package Software hereinafter referred B L~31Slakve updates sof~ware mddlhcador~s costing in e~ess of $2 (~0 will be bom
to as the TSP SaUces by the L~censee
G Emergency Plan Tile Emergency Plan descnbes Ihe penods in addition to IDS C Updales as defined above are made solely at the glscratlon of ICe
standard period Telephone Suppor~ during whmh lOS wdl be available to LICENSEE lor
Telephone Support for emergency software problems 9 TELEPHONE SUPPORT IDS shatl pm~ge telephone suppe~l m accordance with the
(a) EmergenoyPlanA 80gem 5pm MondaythroughSaturedy exc~udingICS following
Hohdays A Dunng the standard period of Teledfione Support ICS shall be avallaPts to provide
(b) EmergencyPlan B 8 00 a m midnight Monday through Saturday excluding IDS consultation to LICENSEE by teledhone Such coneultatlon consists of answedng
Holidays LICENSEE s pueskons concerning use gl the Licensed Software
{c) Emergency Ptsn C 8 00 a m 12 0o m~dmght e'~ry day S CUSTOMER is reeponsibts for all long distance cal~s mihated by CUSTOMER
(d) Eme~eney Plan D Iwenty four hours a day e~ry day C IDS shall provide Telephone Support at times outside the standard period gl
(e) Unless othen,~lse agreed tem writing all t~mes referred to m this Addendum refer Telephone Support in accordance wdh Ihe Emergency Plan speodled in lhts Addendum
to Central Time
H Comprehenslw Suppog Service Plan IDS shall provide sof~.'are suppod ~n 10 TSPSERVICES Inorderfor LICENSEEtousetheTsPSer,~ces LICENSEE must ha~
accordance with the selected support se~ce plan Services proxided ara first acquired a copy of the TSP Software pursuant to the terms and conditions of ~CS
(a) pro.de Enhancements to ICS licensed Software SOF3'~/ARE LICENSE ADDENDUM ff LICENSEE has acquired the TSP Software then Ice
(b) Pm~dd Updates or error corrections to iDS hceneed Sofiware shall perform the frdowmg se~cee
(c) Pmvidd Telephone Support A When ICS distributes Enhanoemerde Updates or Error Corrections Ice shall
(d) Provide software Update/Enhancement on site Installation se~ce mSiallsuch Enhancements Updates or Error Cerreclione by means of the TSP Software
(e) Incl~bos the reglsirat[on and travel e~enses to Ihe ICS users conference as stated installed at LICENSE E and a telecemmunleaftons conneckon to IDS
on Ihe Iront gl this agreement II nothing is spec~hed on the front of this agreement then B LICENSEE shall provide tfie telephone lines and all equipment necessary to uae
no coverage of user conferences e~aenses will be pro~ddd the TSP Software at LICENSEE s premises
(f) On site systems support per monlh (NON ACCUMULATING) C ICe ~s responSlMe tar all TSP long d~sut ncc charges recurred when pmvidMg an
SOFTWARE SUPPORT ADDENDUM
Date 2/23/99
Page 2 of 2
qUPPORT IERGEN BASIC FFE BASIC FEE
NUMBER DESCRIPTION LEVEL PLAN MONTHLY MONTHLY
MDC FIELD ENTRY APPLICATIONS
24 IncidEnt Repo~ln~ 3 NONE
25 Caatlons 3 NONE
26 DCAD Mapping Interface 3 NONE
27 DCAD Premise Drawing Interface 3 NONE
28 Call VmCE REsponse SoRware 3 NONE
29 TExas Traffic Acmdent Repotting SoRware for MDC 3 NONE
30 Traffic AccidEnt Crime Scene Drawing Software for MDC 2 NONE
31 VehlEle Towing and Inventory Report Software for MDC 3 NONE
32 Brmfing Spacml Patrol Note Pad 3 NONE
33 MagneUc License Up load Software 3 NONE
34 ~leld IntErvmw 3 NONE
35 House Watch Reporting 3 NONE
36 Document Indexing SoRware for MDC 3 NONE
37 MDC Paging 3 NONE
38 Fire Incident Company Reporting (reqmres windows 9X version 3 NONE
39 ?~re lnmdEnt Reporting (rc~uwes windows 9X versmn) 3 NONE
40 Fire EMS Reporting (re~mres windows 9X versmn) 3 NONE
41 F~re Pre Plan Drawing 3 NONE
42 ~DPD Fda Upload SoRware 3 NONE
2 support does not ~nclude updates or phone support TOTAL 'PRICE $174,610 00
Rollcenzing of level'2 sub-Ilcellsed software when required, Is not considered an update covered EMEeGENCY PLAN NONE
software support and therefore will be chargeable Support fees do not include training on new
releases or software enhancements
IUB TOTAL
CUSTOMERACCEPTED NAMEBY TH~. ITY~OF DJ~NTON,~. ~ ACCEP1 ED BY INTEGRA).'~TED COM. f.~TE} ~,~STEMS INC
I ~'~___~(./../ ~l~ TITLE
' DATE
98Ph2 SW SUP Con xls
SOFTWARE SUPPORT ADDENDUM
lOS and LICENSEE desire to supplement and amend the Agreement pOSslUe for lOS to utilize TSP then ICS shall instal~ such Enhancements in accordance with the
sechon enhtled TIME AND MATERIALS SERVICES
iN CONSIDERATION OF the terms and condglons of the Agreemenl Ih~s Addendum and
other geed and ~aluab~e consideration the premises contained herein the receipt and sufficiency 7 ENHANCEMENTS From time to time lOS in its soJe discretion may choose 10 make
ofwhlchlsheredyaeknowledged theppr[~esheretoagreeas fo~lews enhancements to the lCS Software IllCSdoeamekesuchEnhancemente
them ~o LICENSEE in accordance w~th the section shrilled INSTALLATION
I DEFINITIONS Unless the context othe~vtce provides the terms dehned m thru section A If the ,~ndor of the third parly soltware makes enhancements without eha~ge to
shall for the pprposes of this Addendum ha'.~ the meaning harem specdmd lOS ICS may m Its so~e d~scretlon provide such Enhancements
A Enhancement An Enhancement is edhned as an impro~merd to the lOS S LICENSEE acknowledges that the Enhancements may not lunction wifh the
Software Such Impro'~ment includes but Is not hm~ted to adding a lunctlon adding a pedicular cerdlgurat~on ol hardware and sd/Iware possessed by LICENSEE arid that in
report adding a CRT input format and adding a program order to f~ncllon the Enhancements may require additional hardware and software at an
S Update An update ~s defined as a change or erro~ corrections made to the ex~stmg additional cost to LICENSEE
ICS LJcepsed Software and ~ncludas but ~s ne1 hmded to changes made 10 bnng current C LICENSEE also acknowledges that the Enhancemenls when ~n use may utilize
any function or functions more system resources than the Licensed Software currently mstaJied Such eddlt fonal
C Licensed Soflware The ICS Sot[ware m collech~.~ly ederred to as the Licensed system resources foe{ude but are not limited to additional au~lkary storage additional
Software memory and additional use of the CPU
D Third Pauly Software The sohware pro~ded by the customer and/or ICS which D LICENSEE also ackn0wledges that ICS does net pro. de soSware updates or
includes but not IJmded 1o the operating system soltware word processing software e enhanoemenfo to Ihlrd party sof~ware unless specifically staled
mall ~ofiware spreadsheet software or any ether office software products that ~s not tha~
is not edeclfloally written and/or supported by ICS 8 UPDATES In accordance with the terms end conditions of th~s Addendum ICS shall
E Teleph~'le Support Telephone Su~OOd ~s a ser~ce of ICS m which LICENSEE may pro.de LICENSEE wdh error correohons and lOS selectively des~gnaled mandated leg~slatNe
telephone lOS lor consultationconcem~ng~he Licensed Software Ti~e standard period Updates for the lOS Software specified in this Addendum and the Section ertktled
el telephone support 8 00 a m to 5 00 p m Central Standard ~me Monday thrOugh INSTALLATION
Fnday excludfog holidays A lOS m to be nohhed by LICENSEE of any errors or mandated legmlag~ changes
F TSP So.ices TSP Sauces are installation and after correction ser~ces provfded redulrlng corrections or modtflCedOne to lOS se[echvely designated existing software
bylCSusfoglCS TelecommunicahonsSupport PackageSoltware herelnaiterreterred B LeglSlaflveuphatessoflwaremoddtcatlOnSCOStlnglnexcessolSg000wlllbebom
to as the TSP Servlcea by the Licensee
G Emergency Plan The Emergency Plan describes the ppnods In addd~en to lOS C Updates as defined a bo'.,~ are made solely at the discrehon of ICS
standard period Telephone Support dunng w~ch lOS w~ll be available to LICENSEE for
Telephone Supppd for emergency software prOb{ems g TELEPHONE SUPPORT lOS shall provide ~elededne support m accordance with the
(a} Emergency Plan A 8 00 a m 5 p m Monday through Saturday excluding lOS following
EQUIPMENT DEPOT MAINTENANCE ADDENDUM Date 2/23/99
Page 1 of 2
! integrated Computer Systems, lac
1651 N ColhnsBoulevard, Suite 100
Rmhardson Texas 75080
(972) 783 9400 Fax (972) 783 9460
..... ~ 'PeJ fffb~'ALL,~ ctl~T~ IJOCA'I~I3N ~Ol~g
Ct_t3, of Denton City of Denton Pohce Deoartment
901-B Texas S~reet 601 E. H~ckorv. Suite E.
Dentnn. Texas 76201 Denton. Texas 76205
940) 349-8228 (940~ 556-7926 Metro (972/ 434-2529
Fax (940) 349-7929
THIS HARDWARE DEPOT MAINTENANCE ADDENDUM ~s entered rotc by and between Integrated Computer Systems lac located at 1651 N Collins alvd, Suite 100
Richardson, Texas 75080 bereaRer referred to as ICS and The City of Denton with its principal Iocatmn at Denton City Hall 215 F MeKlnney, Denton Texas 76201
berema fter referred to as LICENSEE or CUSTOMER
A On 1 I 31 / 95, ICg and CUSTOMER entered into an agreement entitled GENERAL TERMS AND CONDITIONS hereinafter referred to as the
MDC HARDWARE POLICE
GRardlan 2025. Crown Victoria Police Paekaue
GMDC2025 G~ardmn 2025 MDC~ Crown Victoria Pohca Package Wdh B/4 60 $17099 83 $65t989 80
R$1ggedlzed Pentlum 150MHz CPU132MB RAM~ I 44MB Diskette
I 4OB Hard Dnve~ Ethernet 10Base T Port~ Two Serial Ports
P~MCIA Type I1 Card With Two Serial Connoceonst
TWo PCMCIA Type 11 or one Typo III Slot, Sound Card,
SDSoe Saver Keyboard with Integrated Glide Mouse & Keyboard Light
DpaISean H/B 200nit Color LCD CAP Touch Screen Monitor
l~tegrated Crown Victoria Mount, Remote Speaker & Amplifier
OPTIONAL GUARDIAN 2025 MDC EOUIPMENT
MCP200 MDC Mobile Communication package to include B/4 61 $120 83 $7 370 63
C )PO Modem operating at 19200 Baud
C )PO Modem to MDC Cable & Antenna Kit
MDCCDI 2 Ir ~esmted 12X CD ROM Drive Ifactor~ installation onlyI B/4 60 $31 17 $11870 20
MCR300 T ~xas DL/ID Magnetic Card Reader B/4 52 $38 75 $2r015 00
CITPTR100 C taEon Thermal Printer B/4 52 5107 92 $5~61 [ 84
RMTSPKI0 R~moteSpeakerwdh Amphfier B/4 52 $1208 $628 16
FLTKBDI0 K'~yboard skin B/4 52 $15 00 $78000
P ogrammable Shutdown Power Relay, Windows 95 B/4 60 $32 08 $1 924 80
UPGRADE EOUIPMENT OPTIONS
LCDCAP500 orp~imde from 200mt LCD to 500mt Color LCD Cap Touch Screen Mcr B/4 44 $37 50 $1~650 00
HO2100 dpgrade from I 4GB Hard Drive to 2 1GB Hard Dr~ve B/4 44 $20 83 $916 52
Guardian 2075. EMS Custom Packaue
GMDC2075 3uardian 2025 MDC Custom EMS Package With B/4 18 $1 099 83 $19 796 94
R,~l~gedizedPentinm 150MHzCPU, 32MBRAM I 44MBDiskette
I 4GB Herd Drive, Ethernet 10Base T Port, Two Serial Ports,
2MCIA Type l[ Card With Two Serial Connections
,~o PCMClA Type ll or one Type Ill Slot, Sound Card
Space Saver Keyboard with Integrated Glide Mouse & Keyboard Light
DusIScan H/B 200nit Color LCD fez Touch Screen Monitor S~W Moue
Universal CPU & Keyboard Mount Remote Speaker & Amplifier
Windows 95
~C~PTIONAL GUARDIAN 207~ MDC EOUIPMENT
MCP200 ~'~ Mobile Communication package to include B/4 18 $120 83 $2,174 94
EDPD Modem operating at 19200 Baud
II 30AM
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DEPOT MAINTENANCE TERMS AND CONDITIONS
EQUIPMENT DEPOT MAINTENANCE ADDENDUM Date 2/23/99
CDPD Modem-to MDC Cable & Antenna Kit
MDCCDI2 Integrated 12X CD ROM Drive (factory installation only) B/4 14 $31 17 $436 38
MCR300 T~xas DL/iD Magnetic Card Reader B/4 4 $38 75 $155 00
LCDREZ250 R~motd H/B 200nit Color LCD Rez Touch Screen Package W/S Mount B/4 4 $274 58 $1 098 32
PA~PTHSO 8 ~ X I 1 Page Printer B/4 4 $74 88 $298 32
RMTSPKI0 RCmoto Speaker with Amplifier B/4 14 $1208 $169 12
FLTKBD}0 K{~yboard akin B/4 14 $1500 $21000
?H(~F{LYIO P~grammable Shutdown Power Relay B/4 14 $32 08 $449 12
IdpGRADE EOUIPMENT OPTIONS
LCDREZ200 U~grade from 200nit LCD to 500nit Color LCD fez Touch Screen Moni B/4 18 $37 50 $675 00
HD2100 U~grade from I 4GB Hard Drive to 2 IGB Hard Drive B/4 14 $2083 $291 62
INOTE NNUAL SUB-TOTAL $114 51 ] 7l
(1) Maintenance price 16 based on a three year depot maintenance agreement with IC$
(2) ICS depot maintenance requires ~uatomer to remove and return defective umt to ICS 8am to Epm Monday through FEday FHREE YR CREDIT ($8 015 82)
ICS wdl repair and return tho defective unil 8am to 5pm Monday through Friday No loaner units will be prowded under this ANNUAL SUB TOTAL $106 495 89
agreement
(4) The extra modem Is for inhouse supflo~t The above pricing includes all MDC currently ~nctalled
(3) On site service will be provided on a time and materials basis
[CS SALES REP Thomas P Galbralth
INSTALLED BY ItS =
SERVIC[NrJ VENDO Aa`IBM B=ICS C MANUFACTURER
SERVICE TYPE I=ON SITE 2=ON SITE SELECT 3=RTD 4~RTF $=MFG 6=OTHER
Customer has read and agreed t~ be bound by ICS GENERAL TE~RMS~ CONDITIONS and ANNUAL TOTAL $106 495 89
thts HARDWARE DEPOT MAINTENANCE ADDENDUM n~ ·
~sCTEoPMT~NB3Y T~CITY~OFDF~TON./~ J ACCEPTED BY INTEGRAT~DCOMP. U-,TF~RSYST-tEMS INC
TITLE ~'~. ~. _~ _~ TITLE ~ /~' .~-~
II 30AM
98Ph2 Depo MNT con xls
DEPOT MNNTENANCE TERMS AND CONDITIONS