09-065 - RPROSPER POLICE DEPART
CAPT. GARY MCHONE
Agenda Hem No. 13
To: Mayor and Town Council
From: Gary McHone, Police Captain
CC: Kirk McFarlin, Police Chief & mike Land, Town Manager
Re: Town Council Meeting — May 26, 2009
Date: May 20, 2009
Agenda Item:
Consider and Act Upon establishing a resolution by the Town Council of the
Town of Prosper, Texas, hereby authorizing the Mayor of the Town of Prosper
to execute a service agreement between the Town of Prosper, Texas and
Integrated Computer Systems, Inc. ( Referred to herein as ICS)
Description of Agenda Item:
ICS specializes in providing software solutions to the public safety community. ICS is
preferred provider for this, due to allowing for interoperability with other areas agencie"
tools provided by ICS will enable the Town's New Public Safety Communications Cent
function in an efficient, yet cost effective manner. It will also allow for operationally sou
expansion in years to come, where systems could not.
Budget Impact:
The estimated capital cost will be approximately $201,000.
Legal Obligations and Review:
The Town Attorney will review said service agreement/contract prior the Town executi
Attached Documents:
Copy of Resolution
Board/Committee Recommendation:
N/A
TOWN OF PROSPER, TEXAS
RESOLUTION r
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPI
TEXAS, HEREBY AUTHORIZING THE MAYOR OF THE TOWN
PROSPER, TEXAS, TO EXECUTE A SERVICE AGREEMENT BETWEEN T.
TOWN OF PROSPER, TEXAS AND INTEGRATED COMPUTER SYSTEP
INC. FOR THE PURPOSE OF PROVIDING COMPUTER AIDED DISPAT,
AND RECORD MANAGEMENT SYSTEMS IN ORDER TO PROVI
EFFECTIVE AND EFFICIENT DISPATCH SERVICES TO ITS RESIDEN'
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Town of Prosper, Texas ("Prosper") Police Department and Fire
currently utilize the 9-1-1 dispatch services and related personnel of the City of Frisco, Te:
radio communication systems of the City of Plano, Texas to operate Prosper's public safety
service;
WHEREAS, as a result of internal decisions on the part of the City of Plano regardin
public safety emergency services, the radio services provided by the City of Plano will tE
November 30, 2009;
WHEREAS, as a result of internal decisions on the part of the City of Frisco,
services provided by the City of Frisco will not be a viable, long-term solution for
emergency services to Prosper residents.
WHEREAS, the State of Texas, through the North Central Texas Council of Gc
awarded Prosper a Public Safety Answering Point ("PSAP") which authorizes Prosper to crt
emergency dispatch center and such award must be implemented by January 1, 2010;
WHEREAS, as a result of the internal decisions by the City of Frisco and the City o
the award of the PSAP, the Town Council of Prosper ("Town Council") has investigated and
that it is in the best interests of Prosper to immediately create an emergency communication cc
Prosper Police Department and Fire Department ("Public Safety Dispatch Center") to be fun
November 30, 2009, for the purpose of, among other things, providing effective and effici(
services to its residents;
WHEREAS, pursuant to the exception provided for in § 252.022(a)(2), Texas Local (
Code, Prosper is not required to submit to the competitive bidding procedure which could prev
from meeting the November 30, 2009 deadline, since the expenditures essential for the cr
Public Safety Dispatch Center are necessary to preserve and protect the public health an
Prosper's residents;
WHEREAS, a computer aided dispatch and record management system ("CAD/RM!;_
is crucial to the creation of a Public Safety Dispatch Center and is vital to the public health,
welfare of Prosper and its residents; and
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
PROSPER, TEXAS:
SECTION l: Findings Incorporated. The findings set forth above are incorporated in
of this Resolution as if fully set forth herein.
SECTION 2: Authority to Execute Agreement. The Mayor of the Town of Prospe
hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texa
Agreement between the Town of Prosper, Texas and ICS (Integrated Computer Systems),
which is attached hereto as Exhibit "A", as the CAD/RMS provider for the new Public Safe
Center.
SECTION 3: Effective Date. This Resolution shall take effect immediately upon its p;
RESOLVED THIS THE 261h Day of May.
D. Denton, TRMC
Town Secretary
�®,�d;ag6gpgD
a m %
C3 C9
9 P? b
�� ERAS s
PURCHASE AGREEMENT
This Agreement (the "Agreement") is made and entered into this the d,,
200% by the Town of Prosper, Texas (hereinafter called the "Town"), a Texas
corporation, and Integrated Computer Systems, Inc. (hereinafter called the "Contractor'
WITNESSETH:
WHEREAS, the State of Texas, through the North Central Texas C
Governments, awarded Town a Public Safety Answering Point ("PSAP") which author
to create its own emergency dispatch center and such award must be implemented by
2010; and
WHEREAS, pursuant to the exception provided for in § 252.022(a)(2), Te
Government Code, Town is not required to submit to the competitive bidding proced
could prevent Town from meeting the November 30, 2009 deadline, since the ex
essential for the creation of a Public Safety Dispatch Center are necessary to preserve a
the public health and safety of Town's residents; and
WHEREAS, the Town Council has investigated and determined that in order
its residents with a Public Safety Dispatch Center, it is critical to enter into a purchase
with Contractor to provide computer hardware, software and related products to opera)
Safety Dispatch Center, without submitting to the competitive bidding requirement; an(
WHEREAS, the Town Council authorized the "Town Manager to enter int,
agreement with Contractor in Resolution No. 09-065.
NOW, THEREFORE, in consideration of the following mutual agreer
covenants, it is understood and agreed by and between the parties hereto as follows:
1. Scope of Services.
The Contractor shall provide computer hardware, software and related pro
"Project") upon the terms and conditions set forth in the Agreement Docu
defined below) and shall furnish all personnel, labor, equipment, supplies any
items necessary to complete the Project.
2. _Term.
Performance of the Project shall commence upon the execution of this Agree
Project shall be completed no later than November 30, 2009 and upon final acc(
the Town.
Payment shall be made in accordance with the Payment Schedule identif
Statement of Work, attached hereto as Exhibit "C".
4. Agreement Documents.
The "Agreement Documents", as that term is used herein, shall include the
documents, and this Agreement does hereby expressly incorporate same herein
if set forth verbatim in the Agreement:
A. This Agreement; and
B. Contractor Contract Modification Addendum, attached hereto
"A," and incorporated herein for all purposes; and
C. Implementation Schedule, attached hereto as Exhibit
incorporated herein for all purposes.
D. Statement of Work, attached hereto as Exhibit "C," and in(
herein for all purposes.
E. Contractor Terms and Conditions, attached hereto as Exhibit
incorporated herein for all purposes.
F. Contractor Software License Addendum, attached hereto
"E," and incorporated herein for all purposes.
G. Software Support Addendum, attached hereto as Exhibit
incorporated herein for all purposes.
This Agreement shall incorporate the terms of Exhibit "A" in its entirety. To
that Exhibit "A" or Exhibit "B" or Exhibit "C" or Exhibit "D" or Exhil
Exhibit "F" are in conflict with provisions of this Agreement or each
provisions of this Agreement, then the provisions of Exhibit "A", shall prev
order, followed by Exhibit "B" and Exhibit "C" and Exhibit "D" and Exhibi
Exhibit "F".
6. Entire Agreement.
The Agreement Documents contain the entire agre, ment of the parties with res:
matters contained herein. All provisions of the Agreement Documents shall
complied with and conformed to by the Contractor, and no amendment to the Y
nnni ment,, ,,hall he i'l,nde excent nnnn the writter, noreement of the parties_ m
8. BindingEffect,
ffect,
This Agreement shall be binding on and inure to the benefit of the Parties
respective heirs, executors, administrators, legal representatives, successors, a]
when permitted by this Agreement.
9. Ordinances.
Except as specifically provided in the Agreement Documents, the parties
contractor shall be subject to all Ordinances of the Town, whether now existin
future arising.
10. Authority to Execute.
The individuals executing this Agreement on behalf of the respective part
represent to each other and to others that all appropriate and necessary action
taken to authorize the individual who is executing this Agreement to do so i
behalf of the party for which his or her signature appears, that there are no of
or entities required to execute this Agreement in order for the same to be an
and binding agreement on the party for whom the individual is signing this I
and that each individual affixing his or her signature hereto is authorized to c
such authorization is valid and effective on the date hereof.
11, Notice.
Any notice provided or permitted to be given under this Agreement must be
and may be served by depositing same in the United States mail, addressed to t]
be notified, postage pre -paid and registered or certified with return receipt rec
by delivering the same in person to such party via a hand -delivery servic
Express or any courier service that provides a return receipt showing the dat(
delivery of same, to the addressee thereof. Notice given in accordance herewi
effective upon receipt at the address of the addressee. For purposes of notifi,
addresses of the parties shall be as follows:
If to Contractor, to:
If to Town, to:
Integrated Computer Systems, Inc,
3499 FM 1461
McKinney, Texas 75071
Town of Prosper
Attn: Town Manager
121 W . Broadway
12. Severability.
Each signatory represents this Agreement has been read by the party for 1
Agreement is executed and that such party has had an opportunity to confer wi
counsel.
14. Miscellaneous Drafting Provisions.
This Agreement shall be deemed drafted equally by all parties hereto. The la
all parts of this Agreement shall be construed as a whole according to its fail
and any presumption or principle that the language herein is to be construed a
party shall not apply. Headings in this Agreement are for the convenience of
and are not intended to be used in construing this document.
IN WITNESS, WHEREOF, we, the contracting parties, by our duly authorize
hereto affix our signatures and seals on this they 8 day of 1 L..'L'-r , 200
n
Denton, Town Secretary
TOWN OF PROSPER, TE S
a Texas municipa)(ty
MOD
, ToNkn Manager
APPROVED AS TO FORM:
(A�l
ABERNATH , ROEDE BOYD & � OF
Courtney A. huykendall, Town Attorneys
Integrated Computer Systems, Inc.
By
Pri
Tit
STATE OF TEXAS §
COUNTY OF COLLIN §
BEFORE ME, the undersigned authority, on this day personally appeared MI
known to me to be one of the persons whose names are subscribed to the foregoing h
he acknowledged to me he is the duly authorized representative for the Town of Prosp
and he executed said instrument for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND AL O ' + F E this a
2009.
`•"` `••n`•`®®•••® tary Public in and for the State of Texas
MAIEW D.bo y Commission Expires:
Is WOW Public,
.� State at texas a
Comm. W0. 08-21-12
v►00 OOr.0a0a000®� 00.�ol as6®.r
STATE OF TEXAS §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally
known to me to be one of the persons whose
subscribed to the foregoing instrument; he/she acknowledged to me he/she is the duly
representative for and he/she executed said instrument for the pui
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
. 2009,
Notary Public in and for the State of Texas
My Commission Expires:_
Exhibit "A"
(Contract Modification Addendum)
CONTRACT MODIFICATION ADDENDUM
Integrated Computer Systems, Inc.
3499 FM 1461
McKinney, Texas 75071
(214)544-0022 Fax: (214) 544-0025
Town of Prosper
121 W. Broadway
P.O. Box 307
Prosper, Texas 75078
(972)346-2640 Fax: (972)346-9335
Town of Prosper
121 W. Broadway
P.O. Box 307
Prosper, Texas 75078
(972)346-2640 Fax: (972)346-9?
THIS CONTRACT MODIFICATION ADDENDUM Is entered into by and between Integrated Computer Systems, inc., located at 34991
McKinney, Texas 75071, hereinafter referred to as ICS; and Town of Prosper, with its principal location at 121 W. Broadway, Propsl
75078, hereinafter referred to as LICENSEE or CUSTOMER.
A. On ') 94<D�-, ICS and CUSTOMER entered into an agreement entitled "GENERAL TERMS AND CONDITIONS", hereinafter re
the agreement; and one or more addenda, for the purposes of this Addendum, such agreement and addenda shall be collectively refer,
B. Pursuant to the Agreement, incorporated herein by reference for all purposes, and this Addendum, the terms and conditions of whir
contained on this page, ICS and CUSTOMER desire to modify the Agreement. IN CONSIDERATION OF the terms and conditions of 1
Agreement, this Addendum, and other good and valuable consideration, the premises contained herein, the receipt and sufficiency of V
acknowledged, the parties hereto agree as follows:
1. 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:
ICS SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TOWN AND ITS TOWN COUNCIL MEMBERS, OFFICERS, AGE]
REPRESENTATIVES AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS, PROPERT
LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES (INCLUDIN
ATTORNEY'S FEES AND EXPENSES INCURRED IN ENFORCING THIS INDEMNITY), TO THE EXTENT CAUSED, IN WHOLE OR IN Pj
NEGLIGENT, GROSSLY NEGLIGENT, AND/OR INTENTIONAL WRONGFUL ACT AND/OR OMISSION OF ICS, ITS OFFICERS, AGENT:
REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, TOWNS, INVITEES OR ANY OTHER THIRD PARTIES FOR WHOM ICS IS LE
RESPONSIBLE, IN TTSMIEIR PERFORMANCE OF THIS AGREEMENT. THE PARTIES AGREE THAT THE TOWN HAS NOT WAIVED I
SOVEREIGN IMMUNITY BY ENTERING INTO AND PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT AS TO CI
SUBCHAPTER I OF THE LOCAL GOVERNMENT CODE.
THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO APPLY TO, ANY AND ALL CLAIMS, WHETHER CIVIL OR (
BROUGHT AGAINST TOWN BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED TO ANY ICS PERSON PROVIDING SERVI
THIS AGREEMENT THAT ARE BASED ON ANY FEDERAL IMMIGRATION LAW AND ANY AND ALL CLAIMS, DEMANDS, DAMAGE
AND CAUSES OF ACTION OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, EXISTING OR CLAIMED TO EXIST, RELATIN
ARISING OUT OF ANY EMPLOYMENT RELATIONSHIP BETWEEN ICS AND ITS EMPLOYEES OR SUBCONTRACTORS AS A RESULT
SUBCONTRACTOR'S OR EMPLOYEE'S EMPLOYMENT AND/OR SEPARATION FROM EMPLOYMENT WITH THE ICS, INCLUDING Bl
LIMITED TO ANY DISCRIMINATION CLAIM BASED ON SEX, SEXUAL ORIENTATION OR PREFERENCE, RACE, RELIGION, COLOR,
ORTrTN Ar.F nR nrcAnH iTV TIAITIT;p PPTIPD AI C'TATR nD I rVl AT i A177 DIn c !ID Don_TTT A'Mf%XT A Awry i T A-- I
CONTRACT MODIFICATION ADDENDUM
GENERAL INDEMNITY BY TOWN. TO THE EXTENT ALLOWED BY STATE LAW AND WITHOUT WAIVING ANY AFFIRMATIVE DE
AVAILABLE UNDER STATE LAW, THE TOWN WILL INDEMNIFY AND HOLD ICS HARMLESS FROM ANY AND ALL LIABILITY, EX
JUDGMENT, SUIT, CAUSE OF ACTION, OR DEMAND FOR PERSONAL INJURY, DEATH, OR DIRECT DAMAGE TO TANGIBLE PROPI
MAY ACCRUE AGAINST ICS TO THE EXTENT IT IS CAUSED BY THE NEGLIGENCE OF THE TOWN, ITS OTHER CONTRACTORS, Ol
EMPLOYEES OR AGENTS, WHILE PERFORMING THEIR DUTIES UNDER THIS AGREEMENT, (INCLUDING ATTORNEY'S FEES AND
INCURRED IN ENFORCING THIS INDEMNITY), TO THE EXTENT CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENT, GROSSLY
AND/OR INTENTIONAL WRONGFUL ACT AND/OR OMISSION OF TOWN, ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEE
SUBCONTRACTORS, ICS, INVITEES OR ANY OTHER THIRD PARTIES FOR WHOM TOWN IS LEGALLY RESPONSIBLE, IN ITS/THEH
PERFORMANCE OF THIS AGREEMENT PROVIDED THAT TOWN GIVE ICS PROMPT, WRITTEN NOTICE OF ANY SUCH CLAIM OR S
SHALL COOPERATE WITH THE TOWN IN ITS DEFENSE OR SETTLEMENT OF SUCH CLAIM OR SUIT. THIS SECTION SETS FORTH'
EXTENT OF THE TOWN'S GENERAL INDEMNIFICATION OF ICS FROM LIABILITIES THAT ARE IN ANY WAY RELATED TO THE T(
PERFORMANCE UNDER THIS AGREEMENT.
ICS' TOTAL LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT FROM
SHALL NOT EXCEED TWO (2) TIMES THE VALUE OF THIS AGREEMENT, INCLUSIVE OF ANY INCIDENTAL, CONSEQUENTIAL, Of
DAMAGES, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OF
CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY THE TOWN MORE THAN TWO (2) YEARS AFTER THE CAUSE OF A
OCCURRED.
CHANGE 14B IN GENERAL TERMS AND CONDITIONS TO READ: IN THE EVENT EITHER PARTY FAILS TO PERFORM IN ACCORDi
THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ALL ADDENDA HERETO; IS SO NOTIFY
OTHER PARTY; AND FAILS TO CURE SUCH FAILURE WITHIN THIRTY (30) DAYS FOLLOWING WRITTEN NOTICE, THE OTHER PA
TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE.
ACCEPTED BY:
CUSTOMER NAME
SIGNATURE
TITLE
DATE
ACCEPTED BY:
�NTEG� FCOMPJJ3Y,R SY 'I
SIGNATURE Via.
TITLE ,
DATE
Exhibit "B"
(Implementation Schedule)
w
0
w
r
U
U)
Z
O
1-
H
Z
w
w
J
EL
w
a
O
a
LL
O
O
w
r
z
c�
V
z
�
O
A
w
�
z
d
w
G
>'
x
x
x
x
X
x
x
x
>11
1>1
I
I
I
x
X
X
x
X
d
a
k
x
x
�s
z
O
cn
Q
\
O
V
_S
t2
>
a
o
�
�
o
00)
CA
vi
44
62
bp
-r
In
bo
Exhibit "C"
(Statement of Work)
31il FZ7Z�. ............... ...
Section 1 a Executive Overview
ICS is delighted to provide The Town of Prosper a Police/Fire and EMS CAD
System and a Police Management Information System. Based on ICS's bid
response and the conversations with The Town of Prosper, we feel this
Statement of Work clearly addresses the implementation tasks required for this
project.
ICS's experience confirms that successful completion of this type of project
depends upon the following basic elements:
❑ A sound technical approach
❑ Proven project management techniques
❑ A team of skilled ICS consultants with the required technical skills
❑ A high degree of participation by The Town of Prosper management and
user personnel
Management Approach
To implement The Town of Prosper CAD and Police Management Information
System, ICS recommends a project team, managed by The Town of Prosper
Project Manager. Both ICS and the Town of Prosper personnel would be active
members of the team. Our objective is to organize a project team that will:
❑ Provide for the participation of The Town of Prosper's management and
user personnel during the installation and system testing stages of the
project.
❑ Enable clear definition of tasks and responsibilities of ICS and The Town of
Prosper.
❑ Establish the workflow for the ICS system and users throughout the
departments and to expedite system installation and insure efficient and
maximum utilization of the system for The Town of Prosper.
❑ Provide the initial and on going training to the users and management as
determined by the established system workflow.
Project Organization
The Town of Prosper Project Manager will direct the implementation phase of
The Town of Prosper CAD and Police Management Information System Project.
The Town of Prosper Project Manager will have overall responsibility for the
Project. The Town of Prosper Project Manager will also be responsible for
coordination of the user and technical support departments and administrative
management of the Town of Prosper personnel assigned to the project.
This structure establishes a clear interface with the Town of Prosper
management responsible for the system, and provides clear lines of authority to
facilitate decision -making and the early resolution of problems. Finally, the moss
important aspect of this organization is that, while individual responsibilities are
delineated, ICS and the Town of Prosper personnel will work closely as a team
directed toward a common goal.
The key responsibilities in the organization will be:
® The Town of Prosper Project Manager will be the focal point for
communications and decision -making between ICS and the Town of
Prosper. The Town of Prosper Project Manager will interface with the ICS
Project Manager and will be responsible to the Town of Prosper
management for the project.
o The ICS Project Manager will have responsibility for direction of the ICS
Project Team and will interface with the Town of Prosper Project Manager.
a The ICS Project Team members will be responsible to the ICS Project
Manager for assigned implementation tasks.
The elements of installation for the proposed public safety system have been
included in a detailed Statement of Work on the next page.
4ICS STATEMENT OF WORK
Section II: Statement of Work
This section defines the scope of work to be accomplished by ICS in the
implementation of the proposed CAD, MDC and Police Records Management
System. The implementation will be performed in conjunction with the ICS
terms and conditions of the ICS General Terms and Conditions Agreement,
Software License Addendum, Software Support Addendum, and this statemeni
of work, hereinafter referred to as ICS Agreement. The tasks to be performed
by ICS are defined herein. In addition, the responsibilities of ICS and The Towr
of Prosper are listed accordingly.
Changes to this Statement of Work will be processed in accordance with the
procedure described in "Appendix A. Project Change Control Procedure." The
investigation and the implementation of changes may result in modifications to
the Estimated Schedule, Charges, and/or other Terms and Conditions of the
ICS Agreement.
The following are incorporated in and made part of this Statement of Work:
Appendix A: Project Change Control Procedures
Appendix B: Software Sale and support agreements
Project Scope
The scope of this Statement of Work is to install and demonstrate the SQL
Server, (2) CAD workstations and software listed in Appendix B, which will
make up the installation of the CAD, MDC and Police Records System for the
Town of Prosper. ICS will be responsible for delivering and installing the items
specified in this SOW so that they operate according to manufacturer's
specifications. Upon completion of this project all ICS responsibilities will be
considered complete and the Town of Prosper will operate according to the
appropriate ICS software support agreements.
This Statement of Work and ICS's estimates to perform the Statement of Work
are based on the fnlinwinn kpv assi imntinne-
ICS STATEMENT OF WORK
........ .... ..... . ..........
2. ICS will provide and install the hardware, software and services (as state(
in the ICS Agreement). The Town of Prosper will be responsible for
providing all hardware, software and services outside the scope of this
agreement.
3. The Town of Prosper will be responsible for providing ICS all PDF grid
maps to be used on the ICS system as well as upgrading the maps on a
current basis. The maps will be provided in a format and with the requirec
data elements as required by the ICS system.
4. The Town of Prosper will provide all required LANMAN cable as requires
The Town of Prosper will provide all communication phone lines as
required (support, text paging, remote access, wireless), TLETS/NCIC
access to the network (including hardware), 911 (serial connection) and
MDC Wireless connectivity including required T1 line, Router/Fire Wall foi
Verizon wireless service and network access to the L3 Communications
MDC wireless system. All ICS services requested by the Town of Prospei
to provide support for the L3 Communications or Verizon Wireless Service
outside the scope of this SOW will be chargeable at ICS current rates.
5. The Town of Prosper will be responsible for they're currently owned
hardware and software, including suitability, and will provide any required
hardware or software upgrades that may be required. ICS will only install
software supplied under this agreement.
6. The Town of Prosper will supply a suitable physical environment for all the
items proposed, including 110V AC cabling, proper UPS backup,
Tape/Disk Backup device, electrical work, construction or other activities
that may be required to prepare the system environment.
7. All training will be "on -site." (As stated in the ICS Agreement). ICS will
provide implementation management support for the training preparation
and implementation. The Town of Prosper will provide a suitable location
for training as well as all required equipment.
8. ICS will only be responsible for the software functionality that has been
proposed. The ICS software proposed herein is provided as a packaged
system and include no modifications to the manufacturer's specifications.
The only criteria to be used in determining the functional acceptance of
the ICS software are the manufacturer's specifications.
9. Installation and configuration of all ICS provided software will be the
responsibility of ICS unless otherwise stated in this agreement.
10. All on -going software maintenance support is covered under the ICS
Software Support agreements.
44 Ar %& l� 1l iz� hwi tke.-r^%jkPr% f%f Dr^nr%or rv»ii in
ICS STATEMENT OF WORK
elements of the installation project such as rescheduling critical installatio
milestones, procedure described in "Appendix A. Project Change Control
Procedure." etcetera. Any delays will be addressed in accordance with thl
procedure described in "Appendix B. Project Change Control Procedure."
12. Any changes to the project will be addressed in accordance with and prioi
to the start of this Statement of Work. The Town of Prosper will designate
a person, called the Town of Prosper Project Manager, to whom all ICS
communications will be addressed and who has the authority to act for thi
Town of Prosper in all aspects of the contract. This is not to say decisionE
requiring Town of Prosper Council approval or other Town of Prosper
management intervention would be negated. The Town of Prosper will
instruct the Town of Prosper Project Manager on any limitations of
authority.
13. The Town of Prosper will also designate a person as the central point of
contact within the Town of Prosper to provide all system administrator
functions and have the authority to act for the Town of Prosper. This is nc
to say decisions requiring Town of Prosper Council approval or other
Town of Prosper management intervention would be negated. The Town
of Prosper will instruct the Town of Prosper System Manager on any
limitations of authority. This person will be called the Town of Prosper
System Manager and have the skills to provide technical support for the
overall system and to support the Town of Prosper users on an ongoing
basis. This person will be required to have extensive knowledge of third
party hardware and software products such as but not limited to, the
required hardware, Microsoft Operating Systems, SQL, System Backup
Software (Backup Exec, SQL Server), Crystal Reports, etc.
14. The Town of Prosper will be responsible for supporting the Town of
Prosper LAN/WAN, and wireless network and provide a person with
adequate training and knowledge.
15. The Town of Prosper will be responsible for insuring that all users of the
ICS system are adequately trained in the use of the system as well as nel
future releases.
16. The Town of Prosper will be responsible for insuring that all users of the
ICS system are adequately trained in the use of the Microsoft Operating
Systems as well as new future releases.
17. If purchased, at least one appointed user will be responsible for providing
reports from the ICS system using Crystal Reports. This person will be
required to have satisfactorily completed training on Crystal 9.5 report
writing software. These classes are offered at all major training facilities.
40 Ir"O ...;11 ;--4..11 ...,4 4--t 44,., lf�O RA..L.71.. dAn/"-
QICS STATEMENT OF WORK
all MDC's.
ICS Deliverables, Tasks and Responsibilities
The tasks ICS and the Town of Prosper will perform are described below. The
ICS responsibilities listed in this section may be in addition to those
responsibilities specified in the ICS Agreement and are to be provided at no
charge to Town of prosper. The Town of Prosper's performance is predicated
upon the following ICS responsibilities being fulfilled in a timely manner by ICS
Task': Project Management Implementation Services
The objective of this task is to assist the Town of Prosper Project Manager in
establishing the framework for project communications, reporting, procedural
and contractual activity. The ICS Project Manager will be responsible for this
task. The following subtasks will be performed by ICS:
Project Planning
u Review the Statement of Work and the contractual responsibilities of
both parties with the Town of Prosper Project Manager.
Li Assist the Town of Prosper Project Manager in coordinating the
establishment of the project environment.
® Develop a project plan that will integrate with the Town of Prosper's
project plan.
® Develop a project timeline with dates for task completion and project
completion.
u Develop a change control plan.
Project Tracking and Reporting
u Assist the Town of Prosper Project Manager to measure, track and
evaluate progress against the project plan.
ICS STATEMENT OF WORK
appropriate.
u Administer the project change control procedure.
u Review and analyze project change requests.
Completion Criteria: This task will be complete when the Police Management
Information System project plan and timeline have been established and agree
upon by both ICS and The Town of Prosper.
Deliverables: Project timeline acceptable to the Town of Prosper with respect tt
timing and detail.
Task 2: Orient Project Team
u The objective of this task is to orient the project participants to the Town of
Prosper 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, schedule, ICS's and the Town of Prosper's
contractual responsibilities.
® 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 fc
the project staff are complete.
Deliverables: None.
INSTALL SYSTEM
The purpose of Tasks 3 through 9 in this section is to order, deliver, install and
test, hardware and software for The Town of Prosper CAD and Police
Management Infnrmntinn Rvct¢m Thp cnArAr cznf vunrP to (arm ri alivarorl and
ICS STATEMENT OF WORK
Task 3. Order Hardware
The Town of Prosper will order and prepare for scheduled delivery of all
hardware including the CAD and Records SQL Servers, Communication
Gateways, Term Servers, CAD Workstations,
ICS Deliverables: None
Task 4. Order Software
ICS will order and set up for scheduled delivery of the following software: CAD
Server software, CAD Software, Gateway Software, Police Records Software,
MDC Gateway Software and ICS Law Field Entry Software listed on the (ICS
Software License Addendum) according to the project plan.
Completion Criteria: This task will be considered complete when software liste(
in the (ICS Software License Addendum) has been ordered.
Deliverables: None
Task 5. Delivery and Installation of Hardware
The Town of Prosper will deliver and install all required hardware, including all
L-3 Communications wireless network and equipment, TLETS/NCIC, VPN
access, Fire Walls, LAN/WAN, Verizon network and equipment, MDC's, the
CAD and Records SQL Servers, Communication Gateways, Term Servers,
CAD Workstations etc. according to the project plan.
Completion Criteria: This task will be considered complete when equipment ha:
been delivered and installed in accordance with the manufactures
specifications.
Task 6. Deliver Software
ICS will deliver install and set up the following software: CAD Server software,
(`A(" W^r-lrcfinfinn CnfhAtnr� (_`�fctxi��i Cnfhixinrc Dnlino DonnrAc Q^fhe#nra RAr%r
ICS STATEMENT OF WORK
Completion Criteria: This task will be considered complete when software listec
in the (ICS Software License Addendum) have been delivered, installed, tested
and demonstrated to the Town of Prosper Project Manager, in accordance wO
the project plan. The only criteria used for approval of the hardware and
software will be that it functions in accordance with the hardware and software
documentation.
Task 7. Conduct "Agency Implementation Review" Session
ICS will assist the system manager in conducting and documenting an agency -
wide review of operations, paper flow, user responsibilities, and system
requirements. The review sessions will be attended by the selected project
team and will include an in-depth demonstration of the ICS CAD, MDC and
Police Records System software, as well as agency customizable options withi
the system. At the conclusion of the agency review sessions each team
member will have a thorough understanding of how the ICS CAD, MDC and
Police Records System, will be implemented in their department, as well as,
throughout the entire agency.
The review sessions are a key component to achieve overall success and
agency system satisfaction. These sessions will consist of an in-depth analysis
of each department's current procedures. They will establish the requirements
for the core system layout, implementation, data flow, and management
approval design.
At a minimum, the following personnel will be required to attend the agency
implementation review sessions: Project Manager, System Manager,
department manager, and one assistant from each department within the
agency.
Completion Criteria: This task will be considered complete when the review is
completed and a successful system implementation plan is established and is
accepted by ICS and the Town of Prosper Project Manager (in accordance witt
the project plan).
Deliverables: None
Task 8. Conduct System Manager Training Session
ICS STATEMENT OF WORK
R
Manager on the proper use and maintenance of the CAD Server and Gateway
Software.
Completion Criteria: This task will be considered complete upon completion of
the training and certification of the System Manager on the software listed in th
(ICS Software License Addendum), in accordance with the project plan.
However, not closed to continued support (in accordance with ICS's Software
Warranty and on -going Software Support Addendum) from ICS Technical Stafl
Deliverables: None
Task 9. Conduct "On -site Training" Session
ICS will conduct training sessions for the Town of Prosper employees (up to
six), designated by the Town of Prosper Project Manager) on the proper use
and maintenance of the CAD, Police Records, and ICS MDC Field Entry
Applications.
Completion Criteria: This task will be considered complete upon completion of
the training and certification of the training on the software listed in the (ICS
software License Addendum), and in accordance with the project plan.
However, not closed to continued support (in accordance with ICS's Software
Warranty and ongoing Software Support Addendum) from ICS Technical Staff.
Deliverables: None
The Town Of Prosper 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 Town of Prosper in a timely manner.
Prior to the start of this Statement of Work the Town of Prosper will designate
person, called the Town of Prosper Project Manager, to whom all ICS
communications will be addressed and who has the authority to act for the
Town of Prosper in all aspects of the contract. This is not to sav decisions
ICS STATEMENT OF WORK I"
The responsibilities of the Town of Prosper Project Manager include:
❑ Provide the initial and on going training to the users and management as
determined by the established system workflow.
❑ Serve as the interface between the ICS project team and all the Town of
Prosper departments participating in this project.
❑ 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 five
working days of ICS's request unless the Town of Prosper and ICS agree
to an extended response time.
❑ Resolve deviations from project plans, which may be caused by the Towr:
of Prosper.
❑ Help resolve project issues and escalate issues within the Town of
Prosper organization.
❑ Determine and schedule the appropriate personnel to attend training
sessions and/or meetings.
❑ Select a System Administrator and provide needed training.
Was
The Town of Prosper will make available appropriate personnel to participate
the ICS tasks described in this Statement of Work. The Town of Prosper
retains administrative and personnel responsibility for these people. The
following skill sets are anticipated to be required:
❑ System Manager
ICS STATEMENT OF WORK
O
❑ Administration
❑ Installation personnel
PROJECT RESPONSIBILITIES
The Town Of Prosper responsibilities include:
❑ Provide all communication lines including high-speed internet access, L
Communications wireless system modems etc., Verizon wireless
activation (routers, firewall,T1 lines etc., 911 system with serial RJ45
connections, TLETS/NCIC (workstation, router, and associated services),
phone support, and provide VPN network access.
❑ Provide and install all UPS's, patch panels and certified 1 GB cabling.
(1 GB bridge routers and switches will be provided by the customer)
❑ Town of Prosper personnel will unpack all equipment and the Town of
Prosper will discard all packing and shipping materials.
❑ Designate a person as the central point of contact within the Town of
Prosper to assist ICS in scheduling interviews and to gather information.
This person will be called the Town of Prosper Project Manager and have
the authority to act for the Town of Prosper.
❑ Designate a person as the central point of contact, within the Town of
Prosper, to provide all system administrator functions and have the
authority to act for the Town of Prosper. This person will be called the
Town of Prosper System Manager and have the skills to provide technica
support to the Town of Prosper users.
❑ Make all reasonable efforts to comply with the implementation schedule
as defined by the Project manager.
❑ Provide appropriate, timely information, as requested by ICS.
❑ Provide necessary office space, administrative support, telephones, and
office equipment as appropriate.
❑ Provide and install text -paging service.
ICS STATEMENT OF WORK
❑ Designate people to attend the training sessions.
❑ Review and approval of all deliverable materials within fifteen days. Aft(
fifteen days deliverable materials will be considered complete unless
specified reasons are submitted writing to the ICS project manager.
❑ Provide space and power for all hardware listed in this response.
❑ Provide connections and ports on the Town of Prosper network as
needed.
❑ Provide for system backup hardware and Implement the necessary
procedures for security, backup and recovery of CAD, MDC and Police
Records System and their data, as determined by the Town of Prosper.
❑ Provide hardware and software interfaces to host systems including
associated third party integration costs, if required.
❑ Populate all code tables and other data fields required by the system.
❑ Provide for all ongoing user and operations training after the initial "On -
site Training" sessions.
❑ Provide windows 2XXX Server, 2XXX Professional, SQL and Crystal
Reports training prior to software installation. Provide all ongoing user
and operations training.
The Town of Prosper is responsible for the identification and interpretation of an
applicable laws, regulations, and statutes that affect the Town of Prosper
application systems or programs which ICS will implement or have access to
during this project. It is the responsibility of the Town of Prosper to assure that
the systems and programs meet the requirements of those laws. The Town of
Prosper is responsible for insuring the project manager and the systems
manager are assigned and available for the entire project.
Completion Criteria
The nroiect will he cnnsirJPrPr1
4ICS STATEMENT OF WORK
If any part of the project completion criteria is delayed due to the Town of
Prosper's failure to fulfill its responsibilities, as stated in this Statement of Work,
then ICS will have the option of (A): demonstrating the hardware and/or, softwar
as is (i.e. utilizing the Town of Prosper's hardware, if available, or on ICS
supplied demonstration hardware, utilizing ICS demonstration software and datc-
files in a stand alone configuration); or (B): if the Town of Prosper does not wish
to see a demonstration or cannot agree on a demonstration date within 20
working days after ICS's written notice, upon completion of option (A) or (B) the
project will be considered complete.
Estimated Schedule
The Software delivery is estimated to take between 30 and 60 days from date of
order acceptance by ICS. Software will be installed over a period of
approximately three to four months from date of order and will follow the project
schedule that is defined by ICS's project manager and the Town of Prosper
project manager.
Charges
The fixed price for the proposed system will be $190,475. This includes the task
defined in the ICS Statement of Work and the CAD, MDC and Police Records
Systems software and training listed in the: (ICS Software License Addendum).
Software support will be provided separately and billed annually in advance in
accordance with ICS software support agreement.
The Town of Prosper will procure the hardware; software and network services
required to implement the ICS system. ICS Software Support agreement will be
billed annually. The additional monies will be invoiced in milestone payments.
The Town of Prosper will be invoiced at the following milestones. Payments will
be:
o $95,238 at order submittal
El $45,000 at the completion of Task 6
ICS STATEMENT OF WORK
Invoices will be payable upon receipt.
Signature Sheet
On the next page is the signature page for this Statement of Work. Signature
this document will signify acceptance of this agreement.
ICS STATEMENT OF WORK
Scope of Services, Completion Criteria, charges, and other applicable terms:
See the attached Statement of Work entitled The Town Of Prosper CAD, MDC
Police Records System, dated July , 2009.
Payment schedule, as reflected in the Statement of Work will be:
❑ $95,238 at order submittal
❑ $45,000 at the completion of Task 6
❑ $35,000 at the completion of Task 9
❑ $15,237 at the completion of the project.
Invoices will be payable upon receipt.
Both parties agree that the complete agreement between the parties, concernini
these Services, will consist of this Statement of Work and the ICS Agreement (H
includes the ICS General Terms and Conditions Agreement, Software License
Addendum, Software Support Addendum) or any equivalent agreement signed I
both parties.
Agreed to: / Agreed to:
Customer name: own of Prosper Integrated Computer Systems nc.
BY Z B
uttwnzed signature Date
Auttwri ad Name (print) �A a0-it'd, Name (print}
Customer Address: ICS Address:
The Town of Prosper Integrated Computer Systems Inc
113 W. Broadway St. 3499 FM 1461
Prosper, TX 75078 McKinnev. Texas 75071
ICS STATEMENT OF WORK
O..... . ...... -- . . .........
The following defines the required procedure to submit a change to this
Statement of Work (SOW).
❑ 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 sigi
the PCR, which will constitute approval for the investigation charges. ICS wil
invoice the Town of Prosper 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.
ICS STATEMENT OF WORK 11
.... ... . ....... ... .... .... ... , , �171
APPENDIX a Hardware and Software
On the following pages are the software components of the ICS proposal.
Software Notes:
Software listed here only includes application software requested by The Town
Prosper. Other software may be included at an additional charge. Prices for IC
software are fixed until August 1, 2009. Third party software prices (other than
ICS) are subject to change. ICS reserves the right to install current releases of
proposed software and, when appropriate, substitute software for equal or bette
functionality. Software prices do not include modifications.
Ongoing software support is being offered as part of this Statement of Work. Th
ICS maintenance and support options include the following:
Level III: software maintenance is approximately 20% 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 maji
holidays. A 5% discount will be given from the 20%, each year, provided the
Town of Prosper System Manager is successfully certified by ICS.
Third party software maintenance and operational support will be provided by th
software manufacturer. ICS support fees are for interface support only and
ranges from 10% to 15% annually.
Hardware Notes:
Hardware maintenance prices, where proposed, reflect first year, on -site servicE
agreement fees. Service coverage is from ICS for service from 8 a.m. to 5 p.m.,
Monday through Friday, excluding holidays.
The equipment provided has a three-year return to factory warranty. This
requires the Town of Prosper to remove and return the defective equipment to
the factory.
ICS will perform all requested software maintenance service not covered by the
ICS Software Support Agreement at ICS's current rate at the time of service, on
a time and materials basis.
Exhibit 'ID"
(Terms and Conditions)
Integrated Computer Systems, Inc.
3499 FM 1461
McKinney, Texas 75071
(214) 544-0022 Fax: (214) 783544-0022
GENERAL TERMS AND CONDITIONS
THIS AGREEMENT is made by and between Integrated Computer Systems, Inc., a Texas corporation, located at
Mckinney, Texas 75071, U.S.A., hereinafter referred to as ICS, and The Town of Prosper
a Mluniciyatity , located at at 121 W. Broadway, Prosper, Texas 75034
and hereinafter referred to as LICENSEE or CUSTOMER.
The following addenda, when initialed by CUSTOMER and ICS, are incorporated herein be reference for all purpo:
A. HARDWARE SALES ADDENDUM
B. SOFTWARE LICENSE ADDENDUM
C. EQUIPMENT MAINTENANCE ADDENDUM
D. SOFTWARE SUPPORT ADDENDUM
E. SOFTWARE SERVICES ADDENDUM
F. TRAINING ADDENDUM
G. OTHER ADDENDA:
1. CONTRACT MODIFICATION ADDENDUM
2. ICS STATEMENT OF WORK
NOTICE TO CUSTOMER:
Attn:
THE TOWN OF PROSPER
121 W. Broadway
Prosper, Texas 75034
CUSTOMER Liaison:
CUSTOMER'S IC:
INITIALS INI'
X
X
X
NOTICE TO ICS:
President
INTEGRATED COMPUTER SYSTEM
3499 FM 1461
MCKinney, Texas 75070, U.S.A.
ICS Liaison:
Tommy Galbraith
IN WITNESS WHEREOF, this Agreement is effective upon the date signed below by an officer of ICS.
Accepted by:
THE TOWN O
By: a,
Title:
Date Signed:_
Accepted by:
INTEGRATED COMPUTER SYST0
(ICS)
By: �Qa z
Title:�7��,,
CRE ITALS
A ICS provides certain computer hardware and related products (as listed on the ICS Hardware Sales Addendum, Software License Addendum, Software tc
Software Services Addendum etc.); 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; or
desires fCS 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 rec
which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 - 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, he
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 W
CUSTOMER.
3. CONFIDENTIAL INFORMATION. The parties hereto agree that all proprietary information disclosed by the other during performance of this Agreement, a
proprietary, shall be held in confidence and used only in performance of this Agreement. Each party will exercise the highest standard of care to prated the oth
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 on
other than the other party, there shall be no restriction in its use.
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 mail at the addresses specified here
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
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 he
obligate ICS and that CUSTOMER, in entering Into this Agreement, has not relied on any representation, other than those expressly contained in this Agri
B. CUSTOMER and ICS further agree that all, if any, purchase orders or similar documents that purport to vary or add to the terms and conditions of It
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 o
dearly inconsistent therewith, this Agreement will be governed by the Uniform Commercial Code of the State o f Texas. Venue for all legal actions will be Collin
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 Unifc
except when deeming such services as 'goods' would result in a clearly unreasonable interpretation.
8. 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 une
respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal,
provisions had never been contained herein.
BINDING EFFECT. This Agreement shall enure to the benefit of and bind the parties hereto, their successors and assigns.
tt). AUTHORITY. Each party hereby warrants and represents that their respective signatures set forth herein have been and are on the dale of this Agreemei
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
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 I.
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 i
such enforcement, including, but not limited to, collection agency fees, 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, whathe
from fire, explosion, strike, freight embargo, ad of God, or of the public enemy, war, civil disturbance, act of any government, de facto, or agency or official there,
transportation contingencies, unusually severe weather, default of manufacturer or a supplier as subcontractor, quarantine, restriction, epidemic, or catastrophe,
instructions or essential information from the other party.
14. SOLICITATION OF EMPLOYEES. Neither ICS nor CUSTOMER shall, during the term of this Agreement nor for a period of one year following its terminal
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 Agree
15. TAXES. CUSTOMER shall pay ail taxes arising out of this Agreement, except for taxes based upon the net income of ICS. If CUSTOMER is a tax exemp
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 h
apparently intended by the parties.
18. EFFECTIVE DATE. This Agreement is effective upon the date signed by an officer of ICS.
ARTICLE 11 -GENERAL TERMS
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 ten
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 delivers,
first. ICS shall prepay the shipping and transit insurance charges for the items delivered, and unless included in this Agreement, the CUSTOMER agrees to reirr
charges.
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" insuran
Hardware while in CUSTOMER's possession.
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 ar
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 wt
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 o
contact with personnel of ICS and CUSTOMER respectively. CUSTOMER's Liaison shall have the authority to accept goods and services provided by ICS. Eith
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 di
CUSTOMER. CUSTOMER acknowledges that its delay may excuse ICS from performance for an amount of time greater than the delay caused by CUSTOMER
customer that may cause ICS to delay performance include, but are not limited to, the following:
A. CUSTOMER's failure to adequately prepare CUSTOMER's premises for installation of the Hardware prior to the scheduled delivery date.
B. CUSTOMER's failure to order forms or supplies in a timely manner.
C. CUSTOMER's inadequacy in converting 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 ICS;
(2) Failure to have prepared such data or before the dale specified by ICS;
(3) Failure to have verified such data for accuracy; and,
(4) Submission of erroneous data to ICS.
D. CUSTOMER's failure to have adequately established the appropriate master files for the ICS Software.
E. CUSTOMER's failure to have completely prepared the Hardware' Installation site prior to the Hardware's actual delivery including, but not limited to,
electrical work and cable installation completed.
11. NON -DISCLOSURE OF TERMS. Except when required otherwise bylaw, CUSTOMER agrees not to disclose the terns and conditions of this Agreement
hereto.
12. INJUNCTIVE RELIEF. CUSTOMER agrees that all Licensed Software provided pursuant to this Agreement is unique. If CUSTOMER breaches this Agree
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 r
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 LIMITEI
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS EXPRESSLY WARRANTED HEREIN, ALL GOODS
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 AN'
ICS' REASONABLE CONTROL.
C. CUSTOMER EXPRESSLY ASSUMES ALL RESPONSIBILITY FOR THE SELECTION AND USE OF THE HARDWARE, LICENSED SOFTWARE,,
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 SHAI
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 I
DEFECTS, LATENT OR MANIFEST. ICS SHALL USE ITS BEST EFFORTS TO CORRECT SUCH DEFECTS, IF ANY, IN ACCORDANCE WITH THE Ll
GRANTED IN THE SOFTWARE LICENSE ADDENDUM.
F. CUSTOMER UNDERSTANDS AND AGREES THAT IT TAKES SOLE RESPONSIBILITY FOR USING THE GOODS AND SERVICES NOT PROM
G. ICS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, SUCH AS,
TO, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS IN CONNECTION WITH, OR ARISING OUT OF THE EXISTENCE OF THE FUI
FUNCTIONING, OR CUSTOMERS USE OF ANY SERVICES OR GOODS PROVIDED IN THIS AGREEMENT WHETHER BASED IN CONTRACT, TOR_
OTHER THEORY OF LIABILITY. ICS WILL NOT BE LiABLE FOR DAMAGES AS INDICATED ABOVE, EVEN IF ICS HAS BEEN ADVISED OF THE PO
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 A(
L NO ACTION, REGARDLESS OF ITS FORM, ARISING OUT OF TRANSACTIONS OCCURRING UNDER OR CONTEMPLATED BY THIS AGREE?
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 fails to perform in accordance with the terms and conditions of this Agreement including, but not limited to, all addenda her
ICS; and fails 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 termini
refunded to CUSTOMER within thirty (30) days from the date of termination. Any monies due ICS from CUSTOMER are due and payable within thirty (30)
of termination. ICS may use any monies due to ICS to offset monies due to CUSTOMER.
F_ If ICS fails to provide the Licensed Software as warranted in accordance with the terms of this Agreement and Customer has given intent to terminal
to non performance of warranty, then Customer may at its option terminate this Agreement with ninety (90) days written notice as follows:
Exhibit "E"
(Software License Addendum)
SOFTWARE LICENSE ADDENDUM
Integrated Computer Systems, Inc.
7V 3499 FM 1461
McKinney, Texas 75071
117A U2
(214) 544-0022 Fax: (214) 544-0025
Town of Prosper
121 W. Broadway
P.O. Box 307
Prosper, Texas 75078
72) 346-2640 Fax: (972) 346-9335
Town of Prosper Police Departm,
s,.
121 W. Broadway
..
P.O. Box 307
Prosper, Texas 75078
(972) 346-2640 Fax: (972) 346-9335
THIS SOFTWARE LICENSE ADDENDUM is entered into by and between Integrated Computer Systems Inc., located at 3499 FM 1461, McKinney,
75071, hereafter referred to as ICS; and The Town of Prosper, with its principal location at 121 W. Broadway, Prosper, Texas 75078 hereinafter ref
LICENSEE or CUSTOMER.
A. On / ! ICS and LICENSEE entered into an agreement entitled "GENERAL TERMS AND CONDITIONS" hereinafter referred to as the Agre
B. Pursuant to the Agreement, incorporated herein by reference for all purposes, and the terms and conditions of this Addendum which are contained of
reverse sides of this page, LICENSEE agrees to License the following items from ICS:
ITEM NUMBER
DESCRIPTION
__ATTff0T=D
USERS
QTY
UNIT
PRICE
OPTIONAL SERVER SOFTWARE
SQLS-C
Windows SQL- 2008 Standard Device CAL
1
10
Customer Supplied
Cu
REMO-SUP
Remote Support / Dial In Access PcAnywhere Software License
I
1
Customer Supplied
Cu
2008-H
Windows Server 2008 Standard (server & 10 CAL's)
20
1
Customer Supplied
Cu
FIRE-HOUS
CAD CFS Integration to Fire House ( One way)
1
1
$14,500
EMRG-H
EmergiData Host Interface (at patient side data collection software required)
1
1
$14,000
EMRG-C
EmergiData Client Interface (at patient side data collection software required)
1
1
$250
ICS CAD-LITE SOFTWARE
MRSCADLITE
CAD Lite (Police, Fire, EMS) Dispatcher Software License with: premise, alerts, level
one maps, messaging (TLETS returns to cars) running orders, enhanced status monitor,
enhanced MDC integration (premise contact maint., inventory, special skills, etc)
1
2
$10,000
911-C
911 Gateway Client License
1
2
$5,000
TLET 2000-C
TLETS 2000 TCPIP Client License (Dispatch only, for 27's, 28's & 29's, requires
customer to have a stand alone TLETS workstation to rum all NCIC/TLETS transactions)
1
2
$8,000
SYSMGR-CON
Management Console (geo-files, running orders and code tables)
1
1
$150
PREM-MAINT
Premise Maintenance License for Fire Department Premise Support.
1
1
NC
POLICE RECORDS SOFTWARE
POL-REC-I
ICS Law Lite Police Records Software License with: incident/offense reporting,
property (stolen, recovered, evidentiary), vehicle (stolen, recovered, impound), incident
name, call for service, master indexes (name, property, vehicle and location) and NIBRS
and UCR summary reporting, mugshots, lineup's, electronic case submittal,
expungements, narrative assistance, data sharing, and restricted records. (Note: ICS will
install software on server and customer will install on MDC's and workstations.
1
15
$2,000
PROPROOM
Property Room Lite Management License
1
1
$3,500
TLET 2000-C
TLETS 2000 TCPIP Client License ( Records only, for 27's, 28's & 29's,)
1
2
$3,500
MDC SOFTWARE
CDMA/GPRS-C
WARDN Lite Network Controller Software
r�o ner�._
1
17
$1,200
SOFTWARE LICENSE ADDENDUM
Pursuant to the terms and conditions contained in this Addendum, ICS and LICENSEE desire to
supplement and amend the Agreement
IN CONSIDERATION OF the terns and conditions of the Agreement, this Addendum, and other
good and valuable conskfenafion, the promises oonWred herein, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as folk m:
1. LICENSED SOFTWARE
ICS agrees to provide LICENSEE with the 1CS software described In this Addendum.
A LICENSEE may subaequenriy order additional ICS Software from ICS and executing the
copy of a SOFTWARE LICENSE ADDENDUM that ICS sends to confirm LICENSEE's
request
B Upon execution by LICENSEE and ICS, such additional SOFTWARE LICENSE
ADDENDUM shal become effective.
C. At no additional charge, ICS shall provide LICENSEE electronic documentation on every
licensed workstation. The ICS Software's specifications are contained in such
documentation. All documentation provided to LICENSEE inducing, but not limited to,
user manuals for the ICS SaRware, shall be deemed to be Included within the definition
of the ICS Software. Printed copies of the documentation are available for an additional
charge.
2. SOFTWARE ENViRONW-NT
In order for he ICS Software to function correctly, LICENSEE must provide a hardware and
software environment in accordance with ICS' specifications. Such environment includes, tort is not
united to, use of the appropriate operating system at the version and release levels specified by ICS.
3. INSTALLATION
Unless otherwise specified in this Agreement, LICENSEE shag furnish all necessary labor and
shall assure lull responsibility for the installation of the software on LICENSEE* hardware. -
A. If ICS installs the ICS Software, the dale on which ICS instals the ICS software shall
hereinafter be referred to as the Software Installation Date.
B. If LICENSEE Installs the ICS Software, then the dale of delivery shag be deemed to be
the Software Indallation Data.
4, LICENSEE FEES
LICENSEE agrees to pay the license fees for the ICS Software specified herein.
5. OTHER SERVICES
LICENSEE sprees to pay ICS for my services provided at LICENSEE's request and not
otherwise specified in this Addendum. Such services Include, but are not likened to, hand delivery of the
ICS Software to LICENSEE.
8. PAYMENT.
LICENSEE agrees to pay for ha iCS Software in accordance with the following:
A Upon execution of this Addendum, LICENSEE agrees to pay fifty percent (50%) of the
license fee specified in this Addendum, unless otherwise specified in his Agreement
B. Within ten (10) days after the Software installation Date, LICENSEE agrees to pay the
balance of the fees specified herein.
7. SOFTWARE ACCEPTANCE
Within (30) days after the Software Installation Date, LICENSEE shag examine the ICS
Software. If LICENSEE does not accept the ICS Software, A shall state its reasons in writing to ICS
within such thirty days.
A The ICS Software a performance in accordance with the ICS Software's specifications is
the sole criteria to be used In determining acceptance. If the ICS Software performs in
accordance with such specifications, it shag be deemed accepted by LICENSEE.
B. If the ICS Software does not perfomn in accordance with its specifications and
LICENSEE gives notice of its non -acceptance of She ICS Software within such thirty (30)
days, ICS shall have sixty (30) days after LICENSff's notice to ICS within which to make
such changes and/or corrections to the ICS Software, if any, as ICS deems necessary.
When RCS informs LICENSEE that the ICS Software is ready for CUSTOMER's
examination, CUSTOMER shag examine the ICS Software and inform ICS of Its
acceptance or nor -acceptance in accordance with this Section.
C. If LICENSEE does not give ICS written notice of non -acceptance within thirty (30) days
after the Software Installation Dale, then the ICS Software shag be deemed accepted by
LICENSEE on the thktydirst(31at) day after he Software Installation Date.
D. If the ICS Software has not been accepted within thirty (30) days after the Software
Installation Date, then ICS may lemwhate this Addendum upon notice in accordance with
the following:
(1) LICENSEE shall return to iCS he none -accepted ICS Software provided pursuant
to this Addendum.
(2) Upon receipt of such software. ICS shag refund the license fee paid by
LICENSEE for such software. ICS' rofundng such license fees to LICENSEE
shall release ICS from all obligations and liability arising out of this Addendum.
E. In any event, LICENSEE's use of the ICS Software in LICENSEE'* business operations
for more than thirty (30) days shag be deemed acceptance.
8. LICENSED SOFTWARE OWNERSHIP
LICENSEE agrees that iCS claims exclusive ovmonnhp of the ICS Software.
A LICENSEE agrees that LICENSEE acquires neither ownership nor any other interest in
the ICS Software, except for the right to use and possess the ICS Software in
accordance with the terms and conditions of this Addendum and he Agreement
e. AN rights not expmssty granted to LICENSEE are retained by ICS.
9. SOFTWARE LICENSE
ICS hereby grants to LICENSEE a non-exclusive and nontransferable license for he use and
possession of the ICS Software, in accordance wM, and pursuant to, the Software Licensee Addendum
and the Software Support Addendum
A ICS software Is per seat and can be installed on any computer up to the maximum
licensed seats per application.
8. Customer understands that ho Licensed Software is designed to run in a specified
operating environment which includes hardware, software and related equipment not
provided by ICS. Customer is responsible for assuring that he appropriate hardware
equipment, related components and all cabling are installed timely and are suitable for
the successful installation of he Licensed Software.
C. Customer agrees to provide he management interface and support necessary to
successfully complete the i ptementation of the Licensed Software. This support
Includes upper level management, priority setting and timey, involvement during and after
changes In Customers internal policies or procedures which directly affect the aonvvare
knplementation.
D. Customer shall assign an upper level employee to serve as the Customer Liaison for the
duration of tiwe Llcenaed Snf "ra irndnm®ntatian If r tistnmwrrrrist n r"r tt w
Whatsoever to the iCS Software
D. Without ICS wwten consent, CUSTOMER may not make any ,
except one copy sotey for archival purposes.
E. H Customer wishes to add additional authorized wwrkstaton of
Software beyond those specified in the Software License Adck
pay the addtionai License fees at the then current software pr
Support fees shall be increased aocordng to he upgraded Lk
the next annual billing date alter the additional Licensed Softw
F. Customershal notify ICS H addt onaf aut*dzedworkstabon r
the licensed Software and will pry the addrionat authorized Y.
w b&n Invoked
On any copy of the ICS Software made by CUSTOMER, CUS'
copyright notices and any other proprietary legends.
G. LICENSEE agrees that ICS may enter LICENSEEs business I
business Faun to determine LICENSEE's compliance with thin
H. LICENSEE shad not use the ICS Software in service bureau, ti
site operations without the express written consent of " and
to ICS.
1. Without ICS express written consent, LICENSEE shag not mo
shag LICENSEE use any means other than the ICS Software 1
the ICS Software.
J. Provisions to the contrary notwithstanding, if either the Agreen
laminated, the license granted herein shall nmediatey termir
K The license panted in this Section shag automsticaly, renews
conditions dthis Addendum and the Software UpdaielRelicen
than current license fees, unless ICS or LICENSEE gives the <
renew the license.
10. TRANSFERS
Except as explicitty provided for in this Agreement, LICENSEE agrees
attempt nor actually sell, give, land, lease, convoy. transfer, license, provide, c
other manner alienate any of its rights in the ICS Software, whether or not eye
11, PROPERTY RIGHTS
The parties agree that ICS Software Including, but not An-Aed to, progi
obod code fomna( systems designs, applications, routines, techniques, idesi
how utilized and/or developed by ICS are and shall remain the exclusive prop
agrees that the ICS Software consists of ICS' trade secrets, ICS shag retain i
ICS Software, wwhether pubiiahad or unpublished.
A AN, H any, modifications made to he ICS Software by ICS shall
of ICS and such mod#iations shall be deemed to be included
Software.
12, NONDISCLOSURE
LICENSEE agrees not to disclose the ICS Software. LICENSEE furth
Software contains trade seams of ICS that LICENSEE shag keep the ICS So
that LICENSEE shag not remove such proprietary notice* as ICS may Choose
Software.
A LICENSEE agrees to Inform ag of LICENSEES employees wN
Software as to the provisions of this Section.
B, LICENSEE agrees to Will access to the ICS Software to those
course of their employment, need access to the ICS Software.
C. LICENSEE agrees not to permit any Independent contractor, it
consultants, any access to the ICS Software without such fnde;
executing ICS then standard non-cladosurohnon-competition a
ICS an executed copy. ICS shall provide LICENSEE a copy of
request
D. Except as provided in Paragraph E of this Section, LICENSEE
beat efforts to ensure that all of LICENSEES errphyees who in
and/or receive ICS training shag first execute ICS than standat
competition agreement and return to ICS an executed copy. K
LICENSEE a copy of such agreement upon request In either i
Inform LICENSEE's employees of the non-disdosurefion-com
between ICS and LICENSEE.
E. LICENSEE agrees that all of LICENSEE's employees who hav
application software knowledge to the extent that it could jeops
trade secrets al the ICS Software and who wig review or have r
documentation and/or receive ICS training shall final execute Ic
rfisdosuralnon-conpetAfon agreement and return to ICS an exi
provide LICENSEE a copy of such agreement upon request Ill
apnea to reform LICENSEE's employees of the non -disclosure
agreement between ICS and LICENSEE
13. COVENANT NOT TO COMPETE
LICENSEE agrees that for as long as the Agreement remains in effect
years following Its termination, LICENSEE shall not compete with ICS in the b
others software that performs functions "TAar to the ICS Software.
14. LIMITED WARRANTY
ICS makes the following limited warranty:
A The ICS Software shag function In substantial accordance with
spedficationa/documentation for one year after the Software In
LICENSEE agrees that the ICS Software is of such complexity
inherent, latent anNor manifest; and that as ICS' sole iabirdy a
remedy, ICS shall provide programming services to correct doi
ICS' opinion, are caused by a defect in an unaltered version of
B. If LICENSEE notifes ICS that here is such an aura and "'in
the error is due to some cause other than a malfunction of the I
LICENSEE agrees to compensate ICS for Aa efforts at ICS' the
rates. Such other causes that may cause errors Include, but ar
malfunctions, use of supplies not recommended by ICS, errone
by LICENSEE'a personnel, and errors caused by means not cut
control of ICS.
15. SOFTWARE MANTENANCE
There is no software maintenance provided pursuant to this Addendxr
software maintenance only H ICS and LICENSEE have so agreed in writing.
A ICS shall provide sofivare warranty support In accordance with
Terra and Conditions irwAl Ang coverage as defined In Fxhibt
AAA-4-
SOFTWARE LICENSE ADDENDUM
TLET 2000-C
TLETS 2000 TCPIP Client License (MDC only, for 27's, 28's & 29's, CAD integration)
1
9
$3,500
On -site end user training
j
6
ICS Project Management Services (hour)
1
35
$195
NOTES:
(1) All LAN network hardware including cables, VPN, Fire Walls, switches/routers, TVs, associated software, installation and associated services will be
the customers responsibility.
(2) Customer will be responsible for installing all hardware including but not limited to MDC's, server, gateways workstations and related software. see
"Statement Of Work" for detail system implementation requirements.
(3) Training will be end user on -site unless otherwise agreed to in the final agreements between ICS and the customer.
(4) The software listed and priced above does not include program modifications.
(5) Level I maintenance support is proposed for all ICS non third party software. Optional maintenance levels are available.
(6) All hardware has a return to manufacturer warranty. On -site maintenance is available on request.
(7) Customer will provide a VPN/Fire Wall, wireless service/modems, Internet connectivity Into the network and network DNS authentication.
(8) Not Included in proposal: network configuration, DNS server, backup system/strategies, rack space, UPS power backup, data conversion, interfaces
with other systems unless specifically stated, any cost's from FireHouse or EmergiData to accept the CFS data from the ICS CAD system one way
interface.
(9) ICS will provide management services to coordinate implementation activities and responsibilities under the contract. ICS does not assume the
agencies responsibility for executing its obligations, or the execution of other vendors and suppliers obligations. Customer will appoint a local project
managers) and system administrator(s) that will be responsible for the implementation and continued support of the system.
ICS MAINTENANCE OPTIONS:
A) First year level I software warranty maintenance covers core software updates, telephone support Barn to 5pm Monday through Friday excluding
major holidays and emergency CAD support 24X7 (MDC support is not covered under the 24X7 warranty) email support, support via internet, (1) on -site
system checks per year, basic users group registration . Requires customer to maintains a ICS certified system manager. All other support services for the
first year will be chargeable at a reduced rate of $195.00 per hour.
(8) Second year level III software maintenance covers core software updates, telephone support 8am to 5pm Monday through Friday excluding major
holidays, email support, support via internet , (3) on -site system checks per year, basic users group registration. Requires customer to maintains a ICS
certified system manager. Classroom training at ICS facility, on -site support if needed, all other support services will be chargeable at ICS current rates.
(C) Third party software maintenance and operator support will be through manufacturer. ICS support fee is for interface support only.
ICS SALES REP. Tommy Galbraith
INSTALLED BY TBD
Customer has read and agreed to be bound by ICS' GENERAL TERMS AND CONDITIONS and
this SOFTWARE LICENSE ADDENDUM.
ACCEPTED
CUSTOMER
SIGNATURE
TITLb�i
DATE
XEPTED BY:
INSTALLATION CHG
DISTRIBUTION CHG
SUB -TOTAL
DICS DEMO SITE
SOFTIVARE TOTAL
AMMAINT
CASH WITH ORDER
EE STATEMENT OF
VORK FOR PROGRESS
AYNIENT SCHEDULE
ALANCE DUE
INTEGRA D COMPUT SYS7
SIGNATUR �
TITLE
DATE
SOFTWARE LJCENSE ADDENDUM
Pursuant to the terms and conditions contained in this Addendum, ICS and LICENSEE dash to
supplement and amend the Agreement.
IN CONSIDERATION OF the terms and corxftions of the Agreement this Addendum and other
good and valuable consideration, the promises contained herein, the receipt and suffidency of which is
hereby acknowledged, the parties hereto agree as follavws:
1. LICENSED SOFTWARE
ICS agrees to provide LICENSEE wit the ICS sohware described In this Addendum.
A. LICENSEE may subsequently order additional iCS Software from ICS and executing the
copy of a SOFTWARE LICENSE ADDENDUM that ICS sends to confirm UCENSEEs
request.
B Upon emcuion by LICENSEE and ICS, such additional SOFTWARE LICENSE
ADDENDUM that become effective.
C. At no additional charge, fCS shag provide LICENSEE electronic documentation on every
licensed workstation. The ICS Software's sp icftstions are contained in such
documentation. AN documentation provided to LICENSEE Including, but not incited to,
user manuals for the ICS Software, shag be deemed to be included within the definition
of the ICS Software. Printed copies of the documentation are available for an additional
chaw.
2. SOFTWARE ENVIRONMENT
In order for the ICS Software to function correctly, LICENSEE must provide a hardware and
software environment In accordance with ICS' specifications. Such environment includes, but Is not
limited b, use of the appropriate operating system at the version and release levels specified by ICS.
3. INSTALLATION
Unless otherwise spedfed in this Agreement, LICENSEE shag famish all necessary labor and
shall assure full responsibility for the installation of the software on LICENSEE's hardware.
A. If ICS installs the ICS Softvare, the dale on which ICS installs the ICS software shall
hereinafter be referred to as the Software Installation Date.
B. It LICENSEE installs the ICS Software, then the date of delivery shag be deemed to be
the Software Installation Data.
4, LICENSEE FEES
LICENSEE agrees to pay the license fees for the ICS Software specified herein.
5. OTHER SERVICES
LICENSEE agrees to pay ICS for rrry services provided at LICENSEE's request and not
otherwise specified in this Addendum. Such services include, but are not limited to, hand delivery of the
ICS Software to LICENSEE.
8. PAYMENT.
LICENSEE agrees to pay for the ICS Software in accordance with the following:
A Upon execution of this Addendum, LICENSEE agrees to pay fifty percent (50%) of the
license fee specified in this Addendum, unless otherwise specified in this Agreement
B. Within ten (10) days after the Software Installation Date, LICENSEE agrees to pay the
balance of fine fees specified herein.
7. SOFTWARE ACCEPTANCE
Within (30) days after the Software Installation Date, LICENSEE shag examine the ICS
Software. If LICENSEE does not accept the ICS Software, g shall state its reasons in writing to ICS
within such thirty days.
* The ICS Software s performance in accordance with the ICS Software's specifications is
the sole criteria b be used in detemninng acceptance. tf the ICS Softwareperforms in
accordance with such specifications, it shag be deemed accepted by LICENSEE.
B. If the ICS Software does not perk min in accordance with Its specifications and
LICENSE gives notice of its non -acceptance of the ICS Software within such thirty (30)
days, iCS Steil have sixty (30) days after LICENSEFs notice to ICS within Yblch to make
such changes and/or corrections to the ICS Software, 0 any, as ICS deems necessary.
When ICS Informs LICENSEE that the ICS Software Is ready for CUSTOMER's
examination, CUSTOMER shag examine the ICS Software and Inform ICS of its
acceptance or non -acceptance In accordance with this Section.
C. if LICENSEE does not give ICS written notice of non -acceptance within thirty (30) days
after the Software Installation Date, then the ICS Software shag be deemed accepted by
LICENSEE on the thkly-first (31 d) day after fie Software Installation Date.
D. If the ICS Software has not been accepted within thirty (30) days after the Software
Installation Date, then ICS may terminate this Addendum upon notice in accordance with
the following:
(1) LICENSEE shall return to ICS the non -accepted ICS Software provided pursuant
to this Addendum.
(2) Upon receipt of such software. ICS shag refund the license fee paid by
LICENSEE for such software. ICS' refunding such license fees to LICENSEE
shall release ICS from all obligations and liability arising out of this Addendum.
E. in any event, LICENSEE s use of the ICS Software In LICENSEE's business operations
for more then thirty (30) days shag be deemed acceptance.
8. LICENSED SOFTWARE OWNERSHIP
LICENSEE agrees that ICS claims exclusive ownership of the ICS Software.
A. LICENSEE agrees that LICENSEE acquires neither ownership nor any other interest In
the ICS Software, except for the right to use and possess the ICS Software in
accordance with the terms and condions of this Addendum and he Agreement
B. All rights not expressly granted to LICENSEE are retained by ICS.
9, SOFTWARE LICENSE
ICS hereby grants to LICENSEE a non-exclusive and non -transferable license for fe use and
possession of the ICS Software, in accordance with, and pursuant to, the Software Licensee Addendum
and the Software Support Addendum
A. ICS software Is per seal and can be installed on any computer up to the maximum
licensed seats per application.
B. Customer understands that the Licensed Software la designed to run In a specified
operating envirornment which ndudes hardware, software and related equipment not
provided by ICS. Customer is responsible for assuring that the appropriate hardvare
equipment, related conponents and all cabling are installed ti ney and are suitable for
the successful Installation of the Licensed Software.
C. Cuatomeragrees to provide the management interface and support necessary to
successfully complete the implementation of the Licensed Software. This support
includes upper level management, priority sating and timey nwlvement during and after
changes In Customer's internal policies or procedures which dfrecify affect the software
implementation.
D. Customer shag assign an upper level employee to wave as the Customer Liaison for the
whatsoever to the ICS Software
D. Without ICS written consent, CUSTOMER maynot make any c
except one copy solely for arch"l purposes.
E. if Customer wishes to add add li" auhorized workstation or
Software beyond those specified in lie Software License Adde
pay the additional License fees at the then current software pd
Support fees "be Increased aocor*q to the upgraded Lio
the next annual billing dale after the adddhorat Licensed Softwi
F. Customer shall notify ICS If additional auhorized workstation in
the Licensed Software and will pay the additional authorized wi
when Invoiced.
On any copy of the ICS Software made by CUSTOMER, CUSI
copyright notices and any other proprietary legends.
G. LICENSEE agrees that ICS may enter LICENSEES business F
business hours to determine LICENSEE's compliance with this
H. LICENSEE shall riot use the ICS Software In service bureau, ti
the operations without tie express written consent of ICS and
to iCS.
I. Without ICS express written consent, LICENSEE shag not ma
shag LiCENSEE use any meant other than the ICS Software It
the ICS Software.
J. Povidons to the contrary notwithstanding, if either the A.gmem
terminated, the license granted herein shall inwrecfatey terms
K The license granied In this Section shag automatically renew at
conditions of this Addendum and the Software UpdaWReiiceru
then current license fees, unless ICS or LICENSEE gives the o
renew the license.
10. TRANSFERS
Except as explicitly provided for in this Agreement, LICENSEE agrees
attempt nor actually sell, give, lend, lease, convoy, transfer, license, provide, c
other manner alienate any of its rights in the ICS Software, whether or not eve
11. PROPERTY RIGHTS
The parties agree that ICS Software including, but not I"ed to, progr,
objed code formal, systems designs, applications, routines, techniques, ideas
how utilized and/or developed by ICS are and shaft rernain the exclusive FKnp
agrees that the ICS Software consists of ICS' Lade secrets. ICS shall retain a
ICS Software, whether published or unpublished.
A. All, if any, modifications made to he ICS Software by ICS shalt
of ICS and such modifications shag be deemed to be included
Software.
12, NONDISCLOSURE
LICENSEE agrees not to disclose the ICS Software. LICENSEE fuAN
Software contains trade secrets of ICS that LICENSEE shall keep the ICS Sol
that LICENSEE shag riot remove such proprietary notices as ICS may choose
software.
A LICENSEE agrees to inform all of LICENSEE, employees cock
Software as to the provisions of this Section.
B. LICENSEE agrees to trawl access to the iCS Software to hose
course of their employment, need access to the ICS Software,
C. LICENSEE agrees not to permit any "pendent contractor, in
consultants, any access to the ICS Software without such ndel
executing bCS'then standard non-dmdosuralmn-competWn a
ICS an executed copy, iCS shall provide LICENSEE a copy of
request
D. Except as provided in Paragraph E of tits Section, LICENSEE
best efforts b ensure that all of LICENSEEs employees who re
and/or receive ICS training shag first execute ICS then afandar
competition agreement and return to ICS an executed ropy. IC
LICENSEE a copy of such agreement upon request In either c
inforrn LICENSEE's employees of the nondsdosuminon-cowry
between ICS and LICENSEE.
E. LICENSEE agrees that all of LICENSEE'& employees who have
application software knowledge to the extent that it could jeopa
trade secrets in the ICS Software and who will review or have a
documentation and/or receive ICS training shall first execute IC
disclosure/non-competition agreement and retium to iCS an exc
provide LICENSEE a copy of such agreement upon request it
agrees to Inform LICENSEE's employees of the non-dndosum
agreement between ICS and LICENSEE
13. COVENANT NOT TO COMPETE
LICENSEE agrees that for as long as the Agreement remains In effect
years following its termination, LICENSEE shaft not compete with ICS In the b
others software that perlomns functions similar to the ICS Software.
14. LIMITED WARRANTY
ICS makes the following limited warranty:
A. The ICS Software shag function In substantial accordance with
specifcationsldocumentation for one year after he Software In:
LICENSEE agrees that the ICS Software is of such complexity!
inherent, latent, and/or manifest and that as ICS' sole labiiiy a
remedy, ICS shag provide programming services to correct do(
ICS' opinion, are caused by a defect in an unaltered version of i
e. If LICENSEE notifies ICS that there is such an error and "'in
the error it due to some cause other than a malfunction of the F
LICENSEE agrees to compensate ICS for its efforts at ICS' thei
rates. Such other causes that may cause anon include, but an
malfunctions, use of supplies not recommended by ICS, errone
by LICENSEE's personnel, and errors caused by means not wit
control of ICS.
15. SOFTWARE MAINTENANCE
There is no software maintenance provided pursuant to this Addendum
softvmm maintenance ony if ICS and LICENSEE have so agreed in writing.
A. ICS shall provide software warranty support in accordance with
Terns and Conditions nduding coverage as defined in Ex hibd
W'E
o— N:
com:m>.
�yy
H p
m CL �i
c:
Oct
0,0
°m
¢Z �.
O?a
C OOi W
m
OnWo
m
p
z QSE
fCC
-^
v1 �
-
T
m � N
0
W_
M
EA. 'a �h t
V c .
o.
a)
o m p c
a
E
0 V c
w
c o
a Lo w
-
A.�IX �P'
E; X00
S
o
a
o
1°
N
N
c
ol0.
C
O;
N
E
c
:'o
0
m 'D
E.
C0
�.
m
O
G
c
m
4. O
M
O
Q tp
Vf
�
C
L
r n
.a i4
C m
�t
O
n
- 0:!
cn m
D w
co
co
X
_ _
coo
c
m:.m
U:0)
$
>% 4)i CL
8..N -
io
m -
c
n$F �
d N C ++
a L C -
v
a
S:o c
Q
pm
C. i
LD .
G
c'�
N
c �. CO) 0 -..
� W m
p
L.
O'p.N
%
p..�'
Q
E
m m c. O .p
>Q 'o
m
v
O ' V . 7 'A
vi c rn
o
F�-
-
tn
ma o' c
3U
aU)
_ U) :m
C.
p
a
p! c '.
V •C
C8
Ln
�. o O
0 .
L, to o.
LD co.
Al $.
(3 `m' n,
�.. ate
o,
:.. n
7-1
.Q
x
W
!z-
Exhibit 'IF"
(Software Support Addendum)
SOFTWARE SUPPORT ADDENDUM
O �
Town of Prosper
121 W. Broadway
P.O. Box 307
Integrated Computer Systems Inc.
3499 FM 1461
McKinney, Texas 75071
(214) 544-0022 Fax: (214) 544-0025
Prosper, Texas 75078
(972) 346-2640 Fax: (972) 346-9335
Town of Prosper Police Del
121 W. Broadway
P.O. Box 307
Prosper, Texas 75078
(972) 346-2640 Fax: (972)
THIS SOFTWARE SUPPORT ADDENDUM is entered into by and between Integrated Computer Systems Inc. , located at 3499 FM 1461, MCKinne
hereafter referred to as ICS; and The Town of Prosper, with its principal location at 121 W. Broadway, Prosper, Texas 75078 hereinafter referred to as LICEN
A. On'/ 10"ICS and CUSTOMER entered into an agreement entitled "GENERAL TERMS AND CONDITIONS" and " CONTRACT MODIFICATIi
hereinafter referred to as 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 of
sides of this page, Customer agrees to purchase support for the following items from ICS:
1'1EIV7 NUMBER
I)ESURIP1'lUN
LEVEL
PLAN
LIUENN1' kEE
OPTIONAL ADDITIONAL SERVER SOFTWARE
SQLS-C
Windows SQL- 2008 Standard Device CAL
I
A
REMO-SUP
Remote Support / Dial In Access Pcanywhere Software License
1
A
2008-H
Windows Server 2008 Standard (server & 10 CAL's)
1
A
FIRE-HOUS
CAD CFS Integration to Fire House ( One way)
2
A
EMRG-H
EmergiData Host Interface (at patient side data collection software required)
2
A
EMRG-C
EmergiData Client Interface (at patient side data collection softvare required)
2
A
ICS CAD-LITE SOFTWARE
IBRSCADLITE
CAD Lite (Police, Fire, EMS) Dispatcher Software License with: premise, alerts, level one maps,
messaging (TLETS returns to cars) running orders, enhanced status monitor, enhanced MDC
integration (premise contact maim., inventory, special skills, etc)
3
A
911-C
911 Gateway Client License
3
A
TLET 2000-C
TLETS 2000 TCPIP Client License (Dispatch only, for 27's, 28's & 29's, requires customer to have a
stand alone TLETS workstation to run all NCIC/TLETS transactions)
3
A
SYSMGR-CON
Management Console (geo-files, running orders and code tables)
3
A
PREM MAINT
Premise Maintenance License for Fire Department Premise Support.
3
A
POLICE RECORDS SOFTWARE
POL-REC-1
ICS Law Lite Police Records Software License with: incident/offense reporting, property (stolen,
recovered, evidentiary), vehicle (stolen, recovered, impound), incident name, tail for service, master
indexes (name, property, vehicle mid location) and NIBRS and UCR summary reporting, mugshots,
lineup's, electronic case submittal, expungements, narrative assistance, data sharing, and restricted
records. (Note: ICS will install software on server and customer will install on MDC's and
workstations.
3
A
PROPROOM
Property Room Lite Management License
3
A
TLET 2000-C
TLETS 2000 TCPIP Client License ( Records only, for 27's, 28's & 29's,)
3
A
MDC SOFTWARE
CDMA/GPRS-C
WARDN Lite Network Controller Software
T�- -- T__ -1._________..l_. ___'_ 1 __11 _. _11•._•.• . 1 .1 111 i♦ ♦
3
A
SOFTWARE SUPPORT ADDENDUM
ICS and LICENSEE 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. DEFINITIONS. Unless the context otherwise provides, the terms defined in this
section "It, 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 screen input format, and adding a program.
B. 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-mail software, spreadsheet software, or any other office software
products that is not specifically 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 8:00 a.m. to 5:00 p.m., Central Standard
Time, Monday through Friday, excluding holidays.
F. TSP Services. TSP Services are installation and error correction services
provided 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 period Telephone Support, during which ICS will be available 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 B: twenty-four hours a day, every day.
(c) Emergency Plan C: Other coverage as described on the front of this ICS
Software Support Addendum.
(a) Unless otherwise agreed to in writing, all times referred to in this Addendum
refer to Central Time.
(f) Includes the registration and travel expenses to the ICS User's Conference as
stated on the front of this agreement. If nothing is specified on the front of this
agreement then only registration fees are included and no coverage of user
conferences expenses will be provided.
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 as speed in this Addendum.
A ICS shall provide Enhancements, Updates, TSP Services, and Telephone
Support in accordance with the iCS 'SOFTWARE SUPPORT COVERAGE
ADDENDUM EXHIBIT K and the Section's entitled "ENHANCEMENTS",
"UPDATES", "ERROR CORRECTIONS", 'TSP SERVICES", 'TELEPHONE
SUPPORT" . ICS may from time to time change the coverage offered under this
agreement. If coverage is to change then the new coverage will become effective on
the first day of the now year billing cycle.
B. Alf software provided pursuant to this Addendum is provided "AS IS". Updated
ICS Licensed Software documentation will be installed locally on all licensed
workstations. Support for all third party Licensed Software will be provided as
described in the ICS 'SOFTWARE SUPPORT COVERAGE ADDENDUM EXHIBIT
A'. Third party software documentation will be provided through third party vendor if
available. No third party software documentation will be provided by ICS.
C. All Enhancements, Updates, and error corrections 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.
3. SOFTWARE COVERED. This Addendum shall apply to all ICS Licensed Software.
Ii LICENSEE acquires additional Licensed Software, such software shall upon its Software
Installation Date become subject to this Agreement. The annual fees for such additional
Licensed Software shall be added, as relevant, to the annual fees already charged to
LICENSEE.
4. FEES AND PAYMENT. For the services provided herein, LICENSEE agrees to pay
the annual software supporl fee as specified in this Addendum and in accordance with the
following unless otherwise stated on the front of this Addendum:
A Upon the effective date of this Addendum, LICENSEE agrees to pay ICS all of
the one-time charges and the annual fee. Thereafter, the annual support fee is due
on or before the first month of every year this Addendum is In effect.
in order to function, the Enhancements may require ad
software at an additional cost to LICENSEE.
C. LICENSEE also acknowledges that the Enhanceme
utilize more system resources than the Licensed Software a
additional system resources include, but are not limited
storage, additional memory, and additional use of the CPU.
D. LICENSEE also acknowledges that ICS does not prov
enhancements to third party software unless specifically sts
8. UPDATES. In accordance with the terms and conditions of th
provide LICENSEE with error corrections and ICS selectively
legislative Updates for the ICS Software specified in this Adder
enttled 'INSTALLATION'.
A. ICS is to be notified by LICENSEE of any errors o
changes requiring corrections or modifications to ICS sehecth
software.
B. Legislative updates software modifications costing in ei
borne by the Licensee.
C. Updates, as defined above, are made solely at the di.
9. TELEPHONE SUPPORT. ICS shall provide telephone suK
the following:
A During the standard period of Telephone Support, IC
provide consultation to LICENSEE by telephone. Such o
answering LICENSEE's questions concerning use of the Lk
B. CUSTOMER is responsible for all long distance calls in
C. ICS shall provide Telephone Support at times outside
Telephone Support in accordance with the Emergency
Addendum.
10, TSP SERVICES. In order for LICENSEE to use the TSP Ser
have first acquired a copy of the TSP Software pursuant to the term
SOFTWARE LICENSE ADDENDUM. If LICENSEE has acquired t
ICS shall perform the following services:
A. When ICS distributes Enhancements, Updates, or Era
install such Enhancements, Updates, or Error CorocWns
Software installed at LICENSEE and a telecommunications
B. LICENSEE shall provide the telephone lines and all e
use the TSP Software at LICENSEE's premises.
C. ICS is responsible for all TSP long distance charges it
an error correction to the iCS Software.
D. CUSTOMER is responsible for all TSP long distance c
CUSTOMER's request other than those related to an eroi
Software.
11. TIME AND MATERIALS SERVICES. ICS shall perform the se
section at its sole discretion and shall charge LICENSEE, at ICS' ti
the time and materials used.
A Responding to problems, questions, and/ormalfuncta,
made to the Licensed Software by non ICS personnel.
B. Responding to problems caused by LICENSEE's pers,
limited to, operator error.
C. Responding to problems caused by erroneous data.
D. Responding to problems caused by hardware un
Hardware Maintenance Agreement.
E. Responding to problems caused by software other th;
F. Making modifications to the licensed Software due to I
including, but not limited to, a change in LICENSEE's hard"
G. Performing hardware maintenance or hardware diagr
H. Performing operator training.
1. Installing the ICS Software or the Sublicensed Softw,
has acquired the TSP Software or selected a support
installation fees.
J. Responding to problems caused by LICENSEE's failure
LICENSEE's computer system.
K Responding to problems caused by accident, neglec
other cause not within ICS' reasonable control.
L. Any other services performed by ICS and not other
Addendum and/or the ICS SOFTWARE SUPPORT COV
EXHIBIT A
12. EXPENSES. LICENSEE is responsible for all expenses not i
responsibility. LICENSEE is responsible for, but not limited to, travc
lodging, long distance telephone charges, and media costa it
Performance of this Addendum.
5. TERM. This Addendum shall become effective on the date 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
13. INDEPENDENT CONTRACTORS. ICS may engage Indep
Worm all or part of ICS' obligations under this Addendum aftei
LICENSEE and receipt of written agreement there from.
SOFTWARE SUPPORT ADDENDUM
NOTE:
Level 3 support does not include the loading/unloading of MDC software.
Relicensing of third party sub licensed software, when required, will be chargeable.
Customer is required to have a fully trained system manager for the on -site support of the software and
hardware.
ICS SALES REP.
Thomas P Galbraith
INSTALLED BY
ICS
EFFECTIVE DATE
EMERGENCY PLAN: (A) 8X5 M-F (B) 24X7 (C) Other
Customer has read and agreed to be bound by ICS' GENERAL TERMS AND CONDITION and
this SOFTWARE SUPPORT ADDENDUM.
ACCEPTED B
CUSTOMER
SIGNATURE
TITLE
DATE
CEPTED BY:
EMERGENCYPW
I LEVEL III MAU
ANNUAL FI
INTEGRATED COMPUT
IGNATURE
TITLE
DATE
SOFTWARE SUPPORT ADDENDUM
ICS and LICENSEE 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. 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 screen input format, and adding a program.
B. 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-mail software, spreadsheet software, or any other office software
products that is not specifically 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 8:00 a.m. to 5:00 p.m., Central Standard
Time, Monday through Friday, excluding holidays.
F. TSP Services. TSP Services are installation and error correction services
provided 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 period Telephone Support, during which ICS will be available 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 B: twenty-four hours a day, every day.
(c) Emergency Plan C: Other coverage as described on the front of this ICS
Software Support Addendum.
(a) Unless otherwise agreed to in writing, all times referred to in this Addendum
refer to Central Time.
(I) Includes the registration and travel expenses to the iCS User's Conference as
stated on the front of this agreement. If nothing is specified on the front of this
agreement then only registration fees are included and no coverage of user
conferences expenses will be provided.
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
Sublicansed Software as speed in this Addendum.
A. ICS shall provide Enhancements, Updates, TSP Services, and Telephone
Support In accordance with the iCS 'SOFTWARE SUPPORT COVERAGE
ADDENDUM EXHIBIT A" and the Section's entitled "ENHANCEMENTS",
"UPDATES", "ERROR CORRECTIONS", 'TSP SERVICES", "TELEPHONE
SUPPORT' . ICS may from time to time change the coverage offered under this
agreement. If coverage is to change then the now coverage will become effective on
the first day of the new year billing cycle.
8. All software provided pursuant to this Addendum is provided "AS IS". Updated
ICS Licensed Software documentation will be Installed Iocalty on all licensed
workstations. Support for all third party Licensed Software will be provided as
described in the ICS'SOFTWARE SUPPORT COVERAGE ADDENDUM EXHIBIT
A% Third party software documentation will be provided through third party vendor if
available. No third party software documentation will be provided by ICS.
C. All Enhancements, Updates, and error corrections 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, orcorrected. ICS shall install updates to LICENSEE software at
least once every calendar year.
3. SOFTWARE COVERED. This Addendum shall apply to all ICS Licensed Software.
if LICENSEE acquires additional Licensed Software, such software shall upon its Software
Installation Date become subject to this Agreement. The annual fees for such additional
Licensed Software shall be added, as relevant, to the annual fees already charged to
LICENSEE.
4. FEES AND PAYMENT. For the services provided herein, LICENSEE agrees to pay
the annual software support fee as specified in this Addendum and in accordance with the
following unless otherwise stated on the front of this Addendum:
A. Upon the effective date of this Addendum, LICENSEE agrees to pay ICS all of
the one -lime charges and the annual fee. Thereafter, the annual support fee is due
on or before the first month of every year this Addendum is in effect.
in order to function, the Enhancements may require adc
software at an additional cost to LICENSEE.
C. LICENSEE also acknowledges that the Enhancemer
utilize more system resources than the Licensed Software cu
additional system resources include, but are not limited t
storage, additional memory, and additional use of the CPU.
D. LICENSEE also acknowledges that ICS does not provl
enhancements to third party software unless specifically star
8. UPDATES. In accordance with the terms and conditions of thi.
provide LICENSEE with error corrections and ICS selectively r
legislative Updates for the ICS Software specified in this Adden
entitled 'INSTALLATION'.
A. ICS is to be notified by LICENSEE of any errors or
changes requiring corrections or modifications to ICS selectiv,
software.
B. Legislative updates software modifications costing in ex
borne by the Licensee.
C. Updates, as defined above, are made solely at the dis
8. TELEPHONE SUPPORT. ICS shall provide telephone supp,
the following:
A. During the standard period of Telephone Support, IC;
provide consultation to LICENSEE by telephone. Such cc
answering LICENSEE's questions concerning use of the Lio
B. CUSTOMER is responsible for at] long distance calls inil
C. ICS shall provide Telephone Support at times outside'
Telephone Support in accordance with the Emergency F
Addendum,
10. TSP SERVICES. In order for LICENSEE to use the TSP Sent
have fat acquired a copy of the TSP Software pursuant to the terms
SOFTWARE LICENSE ADDENDUM. if LICENSEE has acquired tt
iCS shall perform the following services:
A. When ICS distributes Enhancements, Updates, or Error
install such Enhancements, Updates, or Error Corrections I
Software installed at LICENSEE and a telecommunications <
B. LICENSEE shall provide the telephone lines and all eq
use the TSP Software at LICENSEE's premises.
C. ICS is responsible for all TSP long distance charges in(
an error correction to the ICS Software.
D. CUSTOMER is responsible for all TSP long distance ch
CUSTOMER's request other than those related to an error
Software.
11. TIME AND MATERIALS SERVICES. ICS shall perform the ser
section at its sole discretion and shall charge LICENSEE, at ICS' th
the time and materials used.
A. Responding to problems, questions, and/ormaffu action
made to the Licensed Software by non ICS personnel.
B. Responding to problems caused by LiCENSEE's perso
limited to, operator error.
C. Responding to problems caused by erroneous data.
D. Responding to problems caused by hardware unk
Hardware Maintenance Agreement.
E. Responding to problems caused by software other the.
F. Making modifications to the Licensed Software due to h,
including, but not limited to, a change in LICENSEE's hardwi
G. Performing hardware maintenance or hardware diagrnc
H. Performing operator training.
I. Installing the ICS Software or the Sublicansed Soflwa
has acquired the TSP Software or selected a support k
installation fees.
J. Responding to problems caused by LICENSEE's failure
LICENSEE's computer system.
K Responding to problems caused by accident, neglect,
other cause not within ICS' reasonable control.
L. Any other services performed by ICS and not otherwis
Addendum and/or the ICS SOFTWARE SUPPORT COVE
EXHIBIT A.
12. EXPENSES. LICENSEE is responsible for all expenses not sf
responsibility. LICENSEE is responsible for, but not limited to, travel
lodging, long distance telephone charges, and media costs irx
performance of this Addendum.
5. TERM. This Addendum shall become effective on the date executed by an officer of
ICS and shall have an initial tern 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
13. INDEPENDENT CONTRACTORS. ICS may engage indepe
perform all or part of ICS' obligations under this Addendum after i
LICENSEE and receipt of written agreement there from.
14. SYSTEM MANAGERICOORDINATOR.CUSTOMER will appo.
a)
O
L]
co o
-,a
E
o. a)
c
v O EnN
ao rn cr
c m
CM n
a)
r
4.
0 a�
0
' o
(a
-
Z.; _
cr
0
c
0
Z a.., U L
m
E
0 a
a)
C).� O 0
` _U
6 O U
tLa
iou'
E x e 0
N= 0
Eta.
C) a)
Q LO
0
-a
N
m
mom„
U-)/'
Q)
'
V (a. 0...:
O (a O
(A
t .�L
ai o)(n
L
o
c_ .c...
o o U
U) .. c
o M
N a) O)
o Q 0)
cU a i)i
�- m
�i
c
a? . b. q� , '
w m
M
O
Q
C
O
n
c W
O
3
0 c
Q)
vi
a) E
U
� C
O
V}
O 0
m a
`� -
O ..
mCL
a)
O
CL a
®
rn
Im
a a) c
t� 0 (U
,C
C
O
Q)
W
R1
"� c
t
a)
' cm if
c
ani a
m
a)
00 I1-:
C G
C
p O
�O
O
N
O
O U
c-
C O
a)
>
CL ;.
O O
0
O
Qm
++
C
O a (�
CL
O
a) N C
w
a .c O
U
CL C
°�
�.�
�
a) c
�.
E0 Vi
a)
p E
c C U)
U*) U)
X X
W 00
m
U)
`2 U
� a)
U
O L
tom/)
D.
O ,.
O .r
C c
O O
,O
C U
7
CD
C
v-
CD
V.`�..
O
(d a
tOU
t+ Q)
C
O ,O
�
A
-.p
E
cv
*
0, CL
a)
c
aEi
L
>p 0
0
m 0
CL
()
Icy)E
°)
=N
Oa
— co
n
El
x
w
E
c
cu
t:
0
(a.
CL
0
Y)
XLO
to
x
00
1�
-A2
0
(x m
lND M
>
:C.Od) ;-a-; C) 0 CL-1
S:
O 0 CL o
-CL-wb:!a. -ACL—m.-
Alv- r I)y
AA-
r-
r 0 a
0
E
cnv, Jid
fa
0 -2 0
00
>2 Cr 0
>
M
C Of E
U')
Af)
U)
tn
U")
Go
00
Oo
Co
C
r
(U
0
C
m ip
rL co
c
a
O
'E
j.2 0) cn LO
(D
C 0
a)
13 ZIV
r co
0 0
0 (D
'CL C
(D
r
0 r
M
fl.
in
C 0
0 c
o c c sOL.
(A 0
Q 0
0
04 !:,(;D�� c
M
M, OA m
E
0
(n (D
Ca U r 0 i'�r=. io+
c =:
'U. 0, m
2
W
13 w
0 .0 ... I
CL
'C) A
c
0 (D
CL toIm 0
G) --o
>
c
0 -0 W
-d)l
,V) CS, 0
oj
r U)
5, 0
V
.5 o
r -C
c
0 >
mAyll 0
. 1 0
0 C: - 0
0
0
CL
CL
M
-, A—
m CL l CL d) d)cv
a 0W(D Z.1
-lid
M
o 0 0
cv (D lV,
m -Au
T�Y
V),
X
to
00
v
to
LO
oho
I-,
c
o IILA
—
o
_ o 0
' `mt
c
- 'vAA_
v d
; o
Q.
C .y.
0_1D f�
L -
X.
X
=XLO
...
W:
La)O pU)> C
'U C OO C '�ifCO
N o co ►�
gyp' C r0 }• •IM O
(�.� C..�. a
Q.•. +G. d.. #3.
' . !c N
Q.
O-
0.-U) p,--=0 O w 0
O .ftl N L W. O �/} O �:�
"`�..� toll Le
N 0
C
N: C �." V >. O t11 .. N
R'� •C N _ C
p . :. o :E N
-o -$ a o a p. W O. q is
arc -� Q E >N'.
O O 0 'C : fi r O:: d •:.. O O °� v y
O N C N i0 O O Q
O O O 'rl
N �- • o U m v `
o- c -a N -o C. E C_ rn O: a
CL
co co 2 U
m U N
N
C
O
O
L
4O
U)
O
U
N
O
N
c
co
3
E o
aEi
cn
co aci
O •U
In
� 0
0-
0
EL
S v
U) c�
U E
m
CO
U v
c
0
_ .N :d
p•
o C•E
N
C
LA
'�
U)
- .
Qt G f>0
C .0
tj
cEN� °...mac
7
_o co=o
cm
o �.`o� -:c-ov
CD
m
-Am".
ccoa�mm-
CL
w U C.•
c_'o
'O —
O. M
.N
-E:T�w-:
m
o
o f- c,c
(A
-
'� O�
N
Ncv0...
DO
A-1
:E
X
W
C
(D
v
O
C.
d
O
U)
cu
O
U)
a O
a
LO
00
d
O
x
U
+O+ M
.O
>
G Q
N
.fl N C
O O
C � �
' � a
O CO Y
`v
E
M c
E E
€
> O
(D CL
a. O cu.
2
N
m m
U > r-
C)"..
LO
- %K,; >.
X
ui r
Ln
cxo`
000
o
M
O
N
=C
r
r
;CJ
O
C
a
a
N
c
U
i
�. °'
m
a.
�•
�'
o
C
in
M
V:-A
CL