HomeMy WebLinkAboutResolution - 2000-R0448 - RFP #97219 Digital Imaging System (Police Administration) - 12/14/2000Resolution No. 2000-RO448
December 14, 2000
Item No. 19
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock, a contract for digital
imaging system, by and between the City of Lubbock and Digital Description Systems,
Inc. (DDS) of Fairless Hills, Pennsylvania, and related documents. Said contract is
attached hereto and incorporated in this resolution as if fully set forth herein and shall be
included in the minutes of the City Council.
Passed by the City Council this
14th _ day of December , 2000.
ATTEST:
City Secretary
APPROVED AS TO CONTENT:
Victor Kilman, P49chasing Manager
APPROVED AS TO FORM:
William de Haas
Contract Manager/Attorney
gs:ccdoes/DigitalDescription Systems.res
November 27, 2000
Resolution No. 2000-R 0448
December 14, 2000
Item No. 19
DIGITAL IMAGING SYSTEM
ACQUISITION AGREEMENT WITH
DDSI
TABLE OF CONTETS
RECITALS.......................................................................................................................1
ARTICLE I - MISCELLANEOUS TERMS.......................................................................2
1.1 DEFINITIONS.......................................................................................................2
1.2 ASSIGNMENT......................................................................................................9
1.3 CONFIDENTIAL INFORMATION........................................................................10
1.4 WAIVER..............................................................................................................10
1.5 NOTICE..............................................................................................................10
1.6
ENTIRE AGREEMENT.......................................................................................11
A. HIERARCHY OF CONTROLLING DOCUMETS...........................................11
1.7
GOVERNING LAW.............................................................................................12
1.8
SEVERABILITY..................................................................................................12
1.9
BINDING EFFECT..............................................................................................12
1.10
AUTHORITY.......................................................................................................12
1.11
CAPTIONS.........................................................................................................12
1.12
EXPENSES FOR ENFORCEMENT...................................................................12
1.13
FORCE MAJEURE..............................................................................................
12
1.14
EXHIBITS...........................................................................................................12
1.15
MISSPELLINGS.................................................................................................13
1.16
EFFECTIVE DATE..............................................................................................13
1.17
VENUE...............................................................................................................13
1.18
INDEPENDENT CONTRACTOR STATUS.........................................................13
1.19
QUALIFICATION AND COMPETENCE OF WORKERS....................................13
1.20
DDSI INSURANCE.............................................................................................14
1.21
NONDISCRIMINATION......................................................................................14
1.22
LEGAL COMPLIANCE........................................................................................14
1.23
CONFLICT OF INTEREST.................................................................................14
1.24
TAXES................................................................................................................15
1.25
YEAR 2000 COMPLIANCE................................................................................15
1.26 INTENT OF AGREEMENT.................................................................................15
ARTICLE II - GENERAL TERMS..................................................................................16
2.1
IN GENERAL..............................................................................:.......................16
2.2
DETAILED MODIFICATION SPECIFICATIONS AND
IMPLEMENTATION PLAN..................................................................................16
2.3
OTHER SERVICES............................................................................................17
2.4
FEES AND PAYMENT........................................................................................19
2.5
LICENSE............:...............................................................................................20
2.6
DOCUMENTATION............................................................................................20
2.7
UPDATES AND ENHANCEMETS......................................................................20
2.8
REPRODUCTION OF NOTICES........................................................................20
2.9
MAINTENANCE..................................................................................................20
2.10
GENERAL WARRANTIES..................................................................................22
2.11
SOFTWARE WARRANTIES...............................................................................24
2.12
TERMINATION...................................................................................................25
2.13
LIAISON BETWEEN DDSI AND THE CITY........................................................25
2.14
BACK-UP PROCEDURES..................................................................................25
2.15
PAYMENT FROM CURRENT FUNDS...............................................................26
2.16
MEETINGS.........................................................................................................26
2.17
HOLD HARMLESS.............................................................................................26
2.18
PATENTS, COPYRIGHT DDSI, TRADE SECRETS DDSI, AND
PROPRIETARY RIGHTS DDSI..........................................................................27
2.19
LIMITATION OF LIABILITY................................................................................28
2.20
ADVERTISING...................................................................................................28
ARTICLE III - HARDWARE PURCHASE.....................................................................29
3.1 HARDWARE IN GENERAL................................................................................ 29
3.2 PRICE AND PAYMENT......................................................................................29
3.3 RISK OF LOSS: TITLE...................................................................................... 29
3.4 HARDWARE SHIPPING AND INSTALLATION..................................................29
3.5 SITE PREPARATION AND INSPECTION..........................................................29
3.6 DDSI HARDWARE MAINTENANCE..................................................................29
3.7 ADDITIONAL DDSI HARDWARE.......................................................................30
3.8 HARDWARE WARRANTIES.............................................................................. 30
ARTICLE IV - SOFTWARE LICENSE.......................................................................... 31
4.1 COMPUTER SOFTWARE.................................................................................. 31
4.2 LICENSE............................................................................................................31
4.3 SOFTWARE WARRANTIES...............................................................................31
4.4 SOURCE CODE..................................................................................33
ARTICLEV - EXECUTION...........................................................................................33
EXHIBITS...................................................................................................................... 34
Resolution No. 2000—RO448
December 14, 2000
Item No. 19
COMPUTER SYSTEM AND LICENSE AGREEEMENT
ACQUISITION AGREEMENT
This Computer SYSTEM AND LICENSE ACQUISITION AGREEMENT (the
"Agreement"), is made by and between the CITY OF LUBBOCK, TEXAS, an incorporated
CITY of the State of Texas, with offices at 1625 13T" Street, Lubbock, Texas 79457 (the
"CITY"), and DIGITAL DESCRIPTOR SYSTEMS, INCORPORATED (hereinafter "DDSI"),
a Delaware corporation, with its principal offices at 2010-F Cabot Boulevard, West,
Langhorne, Pennsylvania, 19047.
RECITALS
A. DDSI in the normal and customary course of business develops and licenses
computer software for municipal government applications in digitized imaging for records
management and photograph management ("mugshots" and "line-ups") and provides
related services including, but not limited to, installation, software modifications, training,
system interface development, and data conversion. DDSI's primary product is "S13000"
Imaging System (S13000).
B. DDSI utilizes Microsoft Corporation's SQL Server, release 7, for its Relational Data
Base Management software for S13000 product, part of "Third Party Software".
C. DDSI also licenses and/or sublicenses software from entities not a party to this
Agreement (the "Third Party Software).
D. DDSI in the normal and customary course of business acts as a systems integrator of
the Licensed Software and hardware manufactured by numerous manufacturers.
E. On or about September 9, 1997, the CITY issued a request for proposal for a "Digital
Imaging System (the "RFP"). On or about October 16, 1997, DDSI's Software Proposal,
revised November 8, 1999 and August 24, 2000 a copy of which is attached hereto and
incorporated herein by reference.
F. The CITY intends to purchase licenses for the use and possession of the Licensed
Software
G. For the Licensed Software to be suitable for the CITY's use, DDSI and the CITY
intend that DDSI make modifications to the Licensed Software. As of the Effective Date,
the detailed specifications for such modifications are undeveloped. As part of the DDSI
Services, DDSI shall develop such specifications (the "Detailed Modification
Specifications" for the Tiburon Interface). In accordance with this Agreement, the CITY
shall evaluate the Detailed Modifications Specifications and if acceptable, shall indicate
such acceptance in writing (the "Detailed Specification Acceptance"). If Detailed
Specification Acceptance does not occur in accordance with this Agreement, then DDSI
and the CITY intend that this Agreement may be terminated.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 1
H. After providing the DDSI Software Proposal to the CITY, DDSI has sent the CITY
additional written material identified in Exhibit B: Correspondence ( the
"Correspondence"). These written materials are attached hereto and incorporated herein
by reference. These include DDSI's November 24, 1999 "Photo Imaging Statement of
Work".
IN CONSIDERATION of the terms and conditions of this Agreement, and other good and
valuable considerations, the premises contained herein, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — MISCELLANEOUS TERMS
1.1 DEFINITIONS. Unless the context otherwise provides, the terms defined below
shall have the following meaning:
A. ACCEPTANCE — The occurrence of the conditions set forth in this
Agreement.
B. ACCEPTANCE TEST — The test of specified components of the Equipment
and Programs to by conducted by DDSI and the CITY at the City's Premises in
order to confirm that the Equipment and Programs function in accordance with
Acceptance Test Specifications, which will be mutually developed by the CITY
AND DDSI and will become part of this AGREEMENT.
C. COMPUTER PROGRAM — A schedule or plan that specifies actions that
may or may not be taken, expressed in a form suitable for execution by a
computer.
(1) LANGUAGE — A set of characters, conventions, and rules that
are used for conveying information. The three aspects of language are
pragmatics, semantics, and syntax.
(2) MACHINE LANGUAGE — A language that is directly used by a
machine.
(3) COMPILE — To translate a computer program in a high-level
language into machine language
(4) ASSEMBLE — To translate a human generated machine
language program into expanded machine language form for execution.
(5) SOURCE PROGRAM (source code) — Computer program before
compilation or assembly.
(6) OBJECT PROGRAM (object code) — Machine level program
output from compile or assembly of a source program.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 2
(7) INTERPRETIVE LANGUAGE — A language where the source
code is stored and compiled at execution time only.
(8) STRUCTURED PROGRAMMING — An analytical and coding
technique, characterized by the decomposition of a problem into its
functional parts, usually resulting in efficiencies in the use of human
resources applied to design, coding, and maintenance of computer
software.
C. COMPUTER SOFTWARE — Computer programs, procedures, rules, and
possibly associated documentation concerned with the operation of a data
processing computer system and generally broken into two categories,
operating systems, and applications systems.
(1) OPERATING SYSTEM SOFTWARE — Software, normally
supplied by equipment manufacturers, that controls the execution of
computer programs and that may provide scheduling, debugging, input-
output control, computer system resource accounting, compilation,
assembly, storage assignment, data management, and related services.
(a) REAL-TIME — The manipulation of data that are
required or generated by some process while the process is in
execution; usually the results are used to influence the process,
while it is occurring.
(b) INTERACTIVE — Capability of effecting reciprocal
activity between the terminal and the central processing unit.
(2) ON-LINE — The direct and immediate access to the
computer system via input-output terminal devices.
(3) RESPONSE TIME — The length of time between the end
of a transaction entered at a terminal and the display of the first character of
the response at the terminal.
(a) MULTIPROCESSING — A technique by which two or
more independent computer programs or sequences of instructions
share a computer network at the same time period and are executed
seemingly simultaneously by overlapping or inter -leaving their
executions.
(b) DATA COMMUNICATION — The movement of
encoded information from one point to another by means of an
electrical transmission system, whereby remote computers and/or
remote terminals interact with other computers and share resources.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 3
(c) FIRMWARE — Operating system and/or language
processor contained in microcode, generally contained in a read-only
memory (ROM) chip.
(2) APPLICATION SOFTWARE — Software that is problem
oriented and in the case of commercial activities may provide data control
and management over the Digital Imaging, including but not limited to,
mugshot, line-up, report imaging, and other daily Public Safety Agencies
functions as detailed in the Software RFP.
(3) USE — Means transferring any portion of any licensed
program from storage units or media into equipment or using any licensed
software in the course of the operation of any equipment or in the support
of the use of any equipment or program.
(4) BACKUP — A systematic and regular procedure where
copies are made on magnetic media of computer programs and/or data files
for archive or reconstructive purposes.
(5) RESTORAL — A systematic procedure where the
information on the magnetic media produced through a backup is
reconstructed on the Public Safety Agencies' Computer System.
D. COMPUTER HARDWARE Physical equipment used in data processing,
as opposed to computer programs, procedures, rules, and associated
documentation, and generally with the following components:
(1) CENTRAL PROCESSING UNIT (CPU) — A unit of the computer
that included circuits controlling the interpretation and execution of
instructions.
(a) MICROCOMPUTER — Computer hardware consisting
of one or more microprocessors and logic elements for manipulating
and performing arithmetic operations on data.
(b) MICROPROCESSOR — Part of a microcomputer
using large-scale integration (LSI) and usually with limited functions.
(1) AUXILLIARY STORAGE — Storage media that is not part of the
central processing unit.
(a) MAGNETIC DISK STORAGE (DISK OR DISC) — A
magnetic storage in which data are stored by their selective
polarization of portions of magnetic material on the flat surface of
one or more disks that rotate in use. Data are stored by addresses
or locations referred to as Direct Access storage.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 4
(1) DISKETTE (FLOPPY OR FLEXIBLE DISK)
— A three and one half, five and one quarter, to eight inch
mylar plastic sheet encased in a jacket with limited storage of
data.
(a) MAGNETIC TAPE — A magnetic storage in which data
are stored serially by the selective polarization of portions of
magnetic material on the surface of a tape that moves longitudinally
in use. Data are stored sequentially one after another and referred
to as Sequential Access storage.
(1) CARTRIDGE TAPE — Case enclosed with
magnetic tape of which the cassette is a particular model.
(2) INPUT-OUTPUT TERMINAL DEVICES (1/0)
— A point in a system at which data can either enter or leave.
(3) PRINTER — A device that produces a paper output from
computer directed directions
(4) MATRIX PRINTER — A printer in which each
character is represented by a pattern of dots
(5) BAND PRINTER — A printing device with a
rotating metal band with multiple alphanumeric sets that
imprints by striking of a hammer.
(6) LETTER QUALITY PRINTER — A device
that produces letter quality type, generally used in word
processing systems.
(7) THERMAL PRINTER — non -impact printer
where an image forms on specially treated paper by a heat
process, normally with a matrix comb.
(8) LASER PRINTER — A non -impact printer
where an image its transferred to ordinary paper by the heat
of a laser and special heat sensitive inks.
(a) CATHODE RAY TUBE DISPLAY
(VIDEO) — A device that presets data in visual form by
means of controlled electron beams (similar to a
television set).
(1) CATHODE RAY TUBE (CRT)
— A cathode ray tube display which includes a
keyboard.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 5
E. BYTE — A character or letter presented in the computer as a sequence of
binary digits.
(1) KILOBYTE (KB) — Designation for approximately one thousand
bytes (actually 1,024 bytes).
(2) MEGABYTE (MB) — Designation for approximately one million
bytes (actually 1,048,576 bytes).
(3) GIGABYTE (GB) — Designation for approximately one billion
bytes (actually 1,048.576,000 bytes).
E. HARDWARE MAINTENANCE — Any activity, such as tests, measurements,
replacements, adjustments, and repairs, intended to eliminate faults to keep a
functional unit in a specified state.
(1) PREVENTATIVE HARDWARE MAINTENANCE — Scheduled
hardware maintenance the purpose of which is to evaluate and test the
mechanical, electrical, and electronic functions and components of
hardware to identify, and correct, adjust, repair, and/or electronic
malfunctions.
(2) REMEDIAL HARDWARE MAINTENANCE — Unscheduled
hardware maintenance the purpose of which is to identify, correct, adjust,
and/or repair mechanical, electric, and/or electronic malfunctions.
G. SOFTWARE MAINTENANCE - A continuing process in which changes are
made to computer software as described in the Section entitled "MAINTENANCE"
H. DATA — A representation of facts, concepts, or instructions in a formalized
manner, suitable for communication, interpretation, or processing by humans or by
automatic means.
(1) FILE — An organized collection of data directed toward some
purpose.
(2) DATA BASE — A set of data, part or the whole of another set of
data, and consisting of at least one file, that is sufficient for a given purpose
or for a given data processing system.
I. TIME-SHARING — A specific mode of operation in which a computer system is
shared by two or more users for different Purposes at apparently the same time.
(1) TIME SHARING SERVICE — A commercial enterprise that sells
computer system resources via remote 1/0 devices in a time-sharing mode
of operation that enables two or more users to execute computer programs
concurrently,
City of Lubbock & DDSI Agreement
November 8, 2000
Page 6
(2) CONNECT TIME — The time a user's communication circuit is
electronically connected to the time-sharing service
J. SERVICE BUREAU —A commercial enterprise that processes data for others.
K. COMPUTER NETWORK — Two or more computer systems connected to each
other electronically.
L. STATEMENT OF WORK — Exhibit K: Statement of Work (the "Implementation
Plan" or "IP") identifies each major task that DDSI and the CITY are to perform
pursuant to this Agreement. The IP will be developed after this Agreement is
approved by both parties and it will become part of this Agreement (Exhibit D).
M. CUSTOMIZATION, DELIVERY, AND INSTALLATION — After Detailed
Specifications Acceptance, in accordance with the Implementation Plan, as
hereinafter defined, DDSI shall deliver the Licenses Software and related
Hardware F.O.B. destination to the Public Safety Platform locations (the "PS Sites"
listed in Exhibit F: Public Safety Hardware Sites). DDSI shall install the Hardware
at the PS Sites; and connect the Hardware to the CITY Hardware.
(1) In accordance with the Implementation Plan, DDSI shall test the
Public Safety Platforms and identify malfunctions in the CITY Hardware, if
any.
(2) DDSI shall provide all Licensed Software to the CITY, on
magnetic media suitable for use by the CITY on the Public Safety
Platforms.
N. FUNCTIONAL TESTING COMPLETION - The date of completion of the
following events:
(1) . DDSI has installed the balance of the DDSI hardware;
(2) All DDSI hardware and Licensed Software has been installed
and is operational;
(3) DDSI'S Licensed Software performance has in all material
respects met or exceeded all functional requirements claimed in the Final
Specifications;
(4) DDSI has installed the relevant DDSI Hardware in the Police
Department.
(5) DDSI has certified in writing to the CITY that such DDSI
Hardware is ready for use; and
(6) The CITY has agreed in writing that all Tasks of the
Implementation Plan seem to be complete.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 7
O. INTEGRATION ACCEPTANCE (INTERIM SOFTWARE ACCEPTANCE). For a
period of fifteen business days (five days per week) following CITY's written
completion of all training and beginning of live operation of S13000, CITY shall
monitor and review the system, as described below:
2 Following completion of functional testing, as described at paragraph N
of this section, and training, CITY shall enter into a 15 business day
Acceptance period of S13000 to determine substantial conformance to
the Final Specification..
In the event that the DDSI Software Modules fail to perform in substantial
accordance with the Specifications described in Exhibit A, CITY shall
promptly give DDSI written notice, and DDSI shall correct the non-
compliance promptly. For each day that DDSI fails to correct the DDSI
Software Modules to remedy the non-compliance to the Specifications,
one business day will be added to the fifteen (15) business days (five
days per week) Acceptance period, until CITY gives DDSI written Interim
Software Acceptance of the DDSI Software Modules. If there is
disagreement between the parties of this Agreement over a claim of
non-conformance, the issue will be elevated to the to each party's
Designated Management Representative (DMR) structure for resolution.
The DMR structure for the CITY is the City's Project Manager, Chief of
Police, City Manager's Office, and lastly, the City Attorney's office. The
DMR structure for DDSI is DDSI's Project Manager for the City, DDSI's
Vice -President for Marketing, and lastly, DDSI's President and CEO. If
all problems are not corrected and accepted within ninety (90) days this
contract shall be voided. The City Project Manager will be appointed by
the Chief of Police and DDSI will be notified.
2 Interface to Tiburon Police Records System. If DDSI has in good faith
performed and accomplished its responsibilities related to development
of the Interface and Tiburon has not accomplished its responsibilities,
the acceptance criteria will be deemed to have been accomplished and
DDSI will be paid according to the Payment Schedule.
P FINAL SYSTEM ACCEPTANCE DATE — Is that date that the CITY indicates in
writing to DDSI that the following events have occurred:
(1) Implementation according to the Implementation Plan is
complete;
(2) All Tasks specified in the Implementation Plan are complete;
(3) The CITY has indicated in writing that the provisions of Exhibit I:
Final Acceptance Test Plan have been met.
(4) Conversion completion has occurred; and
(5) DDSI'S Licensed Software performance has met or exceeded all
performance levels claimed in the Final Specifications.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 8
Q LICENSED SOFTWARE — The DDSI Applications and the Third Party Software all
listed in Exhibit A-1: List of Licensed Software and which DDSI represents and warrants
will perform in all material respects as specified herein, together with all modifications
made in association herewith. DDSI agrees to provide to the CITY, pursuant to the terms
and conditions of this Agreement, the Licensed Software.
(1) The specifications for the Licensed Software are contained in the
first column, labeled "INC", of the DDSI Software Proposal, the remainder of
the DDSI Software Proposal, and the documents listed in Exhibit A-2:
Software Specifications. Such specifications as modified by the Detailed
Modification Specifications and the S13000 Specifications are collectively
the "Final Specifications." The Final Specifications include, but are not
limited to, changes to the Final Specification expressly agreed to in writing
by DDSI and the CITY.
(2) Provisions to the contrary notwithstanding, the Final
Specifications shall be deemed to include all of the functions and features
of the S13000 Licensed Software described anywhere in the Final
Specifications unless such function or feature is specifically identified and
excluded from the Final Specifications.
S. "Trade Secret' — any scientific or technical information concerning a design,
process, procedure, formula, or improvement that is commercially valuable and
secret (in the sense that its confidentiality affords a competitive advantage to the
owner of such Trade Secret). Trade Secrets shall not include any information that
(1) is or becomes generally known to the public through no fault of the recipient;
(2) is obtained without restriction from an independent source having a bona fide
right to use and disclose such information, without restriction as to further use or
disclosure; (3) the recipient independently develops through persons who have not
had access to such information; or (4) the disclosing party approves for
unrestricted release by written authorization.
T. Days Unless otherwise indicated days as used in this Agreement are meant
to be calendar days, not business days.
U. S13000 — The current version of DDSI standard and developed application
software package(s) in machine readable "object' code.
V. Development Software - Application software currently under development by
DDSI which, if applicable, may be completed and delivered t CITY during the term
of this Agreement.
1.2 ASSIGNMENT. DDSI and the CITY hereby covenant and agree that this
Agreement provides for personal services and that DDSI shall perform its duties under
this Agreement personally. DDSI shall not delegate the performance of its duties to any
other person or entity nor assign or sublet in whole or in part any services or substitute
any product without obtaining prior written consent from the CITY, which will not be
City of Lubbock & DDSI Agreement
November 8, 2000
Page 9
unreasonably withheld. The. CITY specifically allows DDSI to use the firm ITX to perform
such duties as delegated by DDSI.
1.3 CONFIDENTIAL INFORMATION. DDSI and the CITY agree that all information
communicated to DDSI with respect to this Agreement and identified by the CITY as
confidential, including any confidential information gained by DDSI or its representatives
by reason of association with the CITY is confidential. DDSI further agrees that all
information, conclusion, recommendation, reports, designs, plans, project evaluations,
data, advice, or other documents generated by DDSI pursuant to this Agreement are
confidential. Except as otherwise provided by law, the parties hereto agree that all
proprietary and confidential information disclosed by the other during performance of this
Agreement, and identified as proprietary and confidential, shall be held in confidence and
used only in performance of this Agreement. If such information is publicly available,
already in one party's possessions or known, or is thereafter rightfully obtained by one
party from sources other than the other party, there shall be no restriction in its use.
A If either party gives the other party written authorization to make any disclosures,
the other party shall do so only within the limits and to the extent of that authorization.
Both parties shall use reasonable best efforts to prevent inadvertent disclosure of any
confidential information to any third party by using at least the same care and discretion
that such party uses with any similar data it designates as confidential.
B DDSI hereby acknowledges that all data identifying and/or related to individuals
and contained in files used by the Licensed Software is deemed to be confidential.
C DDSI is hereby advised that breach of this provision or other provisions contained
herein may subject DDSI and its employees, representatives, agents, and permitted
assigns to possible criminal liability.
1.4 WAIVER. Any waiver by either party of any provision of this Agreement shall not
imply a subsequent waiver of that or any other provision. Additionally, any waiver must
be authorized in writing by the Chief of Police for Police Related his designated
representative and the President of DDSI or his designated representative.
1.0 NOTICE. Any notices or demands required to be given herein shall be given to
the parties in writing, and by certified mail, return receipt requested, at the addresses
hereinafter set forth, or to such other addresses as the parties may hereinafter substitute
by written notice given in the manner prescribed in this section:
A. NOTICE TO CITY:
Ken A. Walker, Chief of Police
Police Department
City of Lubbock
P.O. Box 2000
Lubbock, TX 79457
City of Lubbock & DDSI Agreement
November 8, 2000
Page 10
WITH A COPY TO:
Anita Burgess, City Attorney
City of Lubbock
1625 13" Street
Lubbock, TX 79457
B. NOTICE TO DDSI
Mr. Garret U. Cohn,
President
DDSI, Inc.
4.46 Lincoln Highway
Fairless Hills, Pennsylvania 19030
1.6 ENTIRE AGREEMENT. It is expressly agreed that this Agreement and its Exhibits
embody the entire agreement, of the CITY and DDSI in relation to the subject matter
herein, and that there is no other oral or written agreement or understanding between the
parties at the time of execution hereunder. Further, this Agreement cannot be modified
except by the written agreement of all parties hereto.
A. HIERARCHY OF CONTROLLING DOCUMENTS. If there is a conflict and/or
ambiguity between this Agreement, the Exhibits, the DDSI Software Proposal, and/or the
Software RFP, then such conflict and/or ambiguity shall be resolved by the following
order of precedence.
(1) This Agreement controls over all of the following documents.
(2) The Final Specifications control over all the following
documents — the "Final Specifications include all City approved
modifications.
(3) The documents listed in Exhibit A-2: Software
Specifications control over one another in the order they are listed and over
the following documents.
(4) Exhibits A - I control over all the following documents.
(5) Within the Correspondence the order of precedence is that
the date of a document determines its order of precedence with each
document controlling over all documents with a prior date.
(6) The Correspondence controls over all the following
documents.
(7) The DDSI Software Proposal.
(8) The Software RFP.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 11
1.7 GOVERNING LAW. The parties agree that this Agreement shall be governed
by the laws of the State of Texas and the existing provisions of the Charter of the
CITY of Lubbock, its rules, regulations, procedures and ordinances, present and
future. Except to the extent that the provisions of this Agreement are clearly
inconsistent therewith, this Agreement will be governed by the Uniform
Commercial Code of the State of Texas. To the extent that there is to be a delivery
or performance of services under this Agreement, such as services will be deemed
"goods" within the definition of such Uniform Commercial Code except when
deeming such services as "goods" would result in a clearly unreasonable
interpretation.
1.8 SEVERABILITY. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such as invalidity, illegality, or unenforceability shall not affect any other
provision thereof, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provisions had never been contained herein.
1.9 BINDING EFFECT. This Agreement shall inure to the benefit of and bind the
parties hereto, their successors and permitted assigns.
1.10 AUTHORITY. Each party hereby warrants and represents that their respective
signatures set forth below have been and are on the date of this Agreement duly
authorized by all necessary and appropriate statutory or corporate action to execute this
Agreement.
1.11 CAPTIONS. All captions to the various clauses contained herein are for
convenience or reference only and are not intended to define or limit the scope of any
provision of this Agreement.
1.12 EXPENSES FOR ENFORCEMENT. In the event either party hereto is required to
employ an attorney to enforce the provisions of this Agreement or is required to
commence legal proceedings to enforce the provisions hereof, each party shall be solely
responsible for payment of its attorneys fees, including costs, and that in no event shall
either party be responsible for the other party's attorney's fees, collection agency fees,
cost of investigation, or any other cost regardless of the outcome of the litigation or other
action.
1.13 FORCE MAJEURE. Neither party hereto shall be in default by reason of any
failure of its performance under this Agreement if such failure results, whether directly or
indirectly, from fire, explosion, Act of God, or of the public enemy, war, civil disturbance,
act of any government, de jure or de facto, or agency or official thereof, quarantine,
restriction, epidemic, or catastrophe.
1.14 EXHIBITS. All Exhibits described in this Agreement are attached hereto,
incorporated herein, and made a part of this Agreement for all purposes. The Exhibits to
this Agreement are as follows:
City of Lubbock & DDSI Agreement
November 8, 2000
Page 12
Exhibit Title
A-1 List of Licensed Software
A-2 Software Specifications
A-3 Detailed Modification Specifications
B Correspondence
C Hardware List. and Hardware Specifications
D Implementation Plan (IP)
E Imaging Platform Specifications
F Hardware Sites
G DDSI Hardware & Software Documentation List
H Training
I Final Acceptance Test Plan
i DDSI Software Maintenance Agreement
K Escrow Agreement.
1.15 MISSPELLINGS. Misspelling of one or more words in this Agreement shall not be
invalidate this Agreement. Such misspelled words shall be read so as to have the
meaning apparently intended by the parties.
1.16 EFFECTIVE DATE. The Effective Date of this Agreement means the day on
which the CITY executes this Agreement.
1.17 CONSTRUCTION AND VENUE. THIS CONTRACT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY
OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT
OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE
CONTEMPLATED HEREBY.
1.18 INDEPENDENT CONTRACTOR STATUS. DDSI and the CITY agree that DDSI
shall perform its duties under this Agreement as an independent contractor. All persons
employed by or otherwise associated with DDSI who perform duties related to this
Agreement shall remain under the supervision, management, and control of DDSI, and
shall not in any event be considered employees of the CITY. No term or provision of this
Agreement shall be construed as making DDSI, or its associates, the agent or
representative of the CITY.
1.19 QUALIFICATIONS AND COMPETENCE OF WORKERS. DDSI hereby covenants
and represents that it and all of its associates shall be fully qualified and competent to
perform the services and provide the products provided for under this Agreement.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 13
1.20 DDSI INSURANCE. DDSI shall maintain comprehensive general liability and
contractor's insurance in at least the amount of $500,000 for each person, $1,000,000 for
each accident or incident, and $500,000 for property damage. DDSI shall maintain
complete and adequate insurance to cover any claims arising out of the performance of
services under this Agreement including without limitation, adequate insurance for all of
its employees, agents, representatives, associates, and contractors during the term of
this Agreement, also including without limitations, workers' compensation, personal
injury, general liability, and life insurance. The CITY shall be named as an additional
insured on all policies of insurance.
A. All insurance referred to in this Section shall be obtained from an
insurance company that is (1) licensed to issue insurance in the State of Texas or
the company must be authorized for the State of Texas; (2) that possesses a A.M.
Best rating of A- or greater; and (3) which size is ranked VI or larger. None of the
insurance policies referred to in this Section shall exclude liability created by
contract.
B. DDSI shall provide and maintain in full force and effect during the term
of this Agreement, automobile insurance (including, but not limited to, insurance
covering operation of owned, hired, and non -owned automobiles, trucks, and other
vehicles) protecting DDSI with limits not less than 250/500/500 - Thousands.
Prior to the Effective Date, DDSI shall provide the CITY with a signed certificate of
insurance, satisfactory to the CITY, showing compliance with the requirements of this
Section before any services are performed under this Agreement. Such certificate of
insurance shall provide for thirty (30) days written notice to the CITY prior to the
cancellation or modification of any insurance referred to therein.
1.21. NONDISCRIMINATION. DDSI represents and warrants that it does not, and shall
not in the future, discriminate against any qualified employee or applicant for employment
because of race, gender, sex, color, creed, national origin, or ancestry.
1.22 LEGAL COMPLIANCE. DDSI agrees that during the term of this Agreement it
shall observe and comply with all federal and State of Texas Laws, local laws, ordinance,
orders, decrees, and regulations existing at the time of or enacted during the term of this
Agreement which in any manner affect completion of DDSI'S obligations under the
Agreement.
1.23 CONFLICT OF INTEREST. DDSI hereby covenants and agrees that during the
Agreement period, neither DDSI nor any of its associates shall have an interest or
acquire any interest, either direct or indirect, which will conflict in any manner with the
performance of this Agreement. DDSI further covenants and agrees that it understands
that the Code of Ordinances of the CITY of Lubbock prohibits any officer or employee of
the CITY from having any business transaction with the CITY. Any violation of this
paragraph which occurred with the actual or constructive knowledge of DDSI will render
this Agreement voidable by the CITY.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 14
1.24 TAXES. The CITY is a tax-exempt entity and agrees to provide certificates of tax
exemption upon request of DDSI. DDSI is responsible for all taxes associated with this
Agreement, including, without limitation, income and franchise taxes.
1.25 Year 2000 COMPLIANCE. DDSI hereby covenants and agrees that its S13000
application software that the CITY is installing is Year 2000 Compliant. With respect to
hardware, which is not manufactured by DDSI, and third party software, DDSI has
exercised reasonable due diligence in determining their compliance now and in the
future. Compliant is defined by industry standards for Year 2000 compliant software and
systems.
1.26 INTENT OF AGREEMENT. The City agrees to install DDSI's "S13000" with the
following conditions:
1. Police Department's goal is to install "S13000" in a Microsoft NT Sever network
environment with a working, real time interface to Department's Tiburon
Records Management System (RMS) — Phoenix Group Application. The host
computer must be on the current release levels of its operation system and
host -to -workstation application(s).
2 Police Department will work with DDSI and Tiburon to achieve the Interface
between the Tiburon Police Records Management System and DDSI's
"S13000". This interface has been defined in previous communication between
DDSI and the CITY
3 The integration costs were projected with the understanding that the RMS
database can be made ODBC and SQL compliant by using a product from
Solutions IQ called CONNX. This product would need to be evaluated and
tested to make certain it provides required functionality as described in their
promotional materials. If the CONNX does not function properly additional
integration .charges may be required. If the CONNX product does provide
necessary functionality it is the responsibility of the City to purchase necessary
licenses from Solutions IQ for this imaging project.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 15
ARTICLE II — GENERAL TERMS
2.1 IN GENERAL. In general DDSI shall provide the Licensed Software, the DDSI
Hardware, and perform the services specified herein including, but not limited to the
services required by virtue of the IP, Customization, Delivery, Installation, Conversion
Completion, Integration Acceptance, and Final System Acceptance.
2.2 DETAILED MODIFICATION SPECIFICATIONS AND IMPLEMENTATION PLAN
(IP). DDSI shall provide initial deliverables of the Detailed Modification Specifications
and an implementation plan in accordance plan in accordance with this Section.
A. Within thirty days after the CITY's decision to .install S13000, DDSI
shall present the Detailed Modification Specification for the Interface to the
Tiburon System to the CITY. This is included as Exhibit A — 3.
(1) DDSI and the CITY shall then perform performance
planning and review to establish, in writing, response times for a
representative sample of transactions, with associated volumes for each
transaction type in the representative sample.
(2) The CITY shall promptly review the Detailed
Modification Specifications and upon the acceptance of such specifications
the CITY shall so indicate to DDSI in writing ("Detailed Specification
Acceptance") and the Detailed Modification Specifications shall become
part of this Agreement in Exhibit A-3.
B. Within fourteen days following Detailed Specification Acceptance, DDSI shall
provide the CITY with a written Implementation Plan for the installation of S13000
including, but not limited to, for the modification of the Licensed Software in
accordance with the Detailed Modification Specifications, installation, and
additional training.
(1) The Implementation Plan shall also state specifically
the CITY data processing personnel that DDSI expects to perform any
tasks related to this Agreement and the specific tasks; agreed general
category of CITY personnel's time commitment for each task and, for tasks
expected to last longer than five days, the anticipated number of hours for
such tasks; and schedule that DDSI expects such personnel to perform.
(2) The CITY shall promptly review the Implementation
Plan and upon acceptance of such plan, the CITY shall so indicate to DDSI
in writing and the Implementation Plan shall become part of this Agreement
as Exhibit D.
(3) If the CITY has not accepted the Implementation Plan
within twenty-one, days after DDSI has submitted such plan, then, within
thirty days, either the CITY or DDSI may terminate this Agreement if (i) one
City of Lubbock & DDSI Agreement
November 8, 2000
Page 16
party notifies the other party in writing of its intention to terminate and (ii)
the Implementation Plan has not been accepted within forty-five days after
the other party's receipt of such notice; if this Agreement is so terminated,
neither party shall have any further obligation or liability.
2.3 OTHER SERVICES. Any services ("Other Services") provided by DDSI for which
there is a charge to the CITY other than the charges described in the Sections entitled
"FEES AND PAYMENT" and "MAINTENANCE shall be performed and compensated in
accordance with the following:
A. The CITY and DDSI acknowledge that the provisions of this Section
do not apply to the modification of the Licensed Software in accordance with the
Detailed Modification Specifications, except for changes that are outside the scope
of this Agreement:
B. DDSI shall receive no compensation for Other Services unless such
Other Services were described in writing and such description and the
performance of such Other Services were expressly authorized in writing by the
CITY Liaison prior to their being incurred. Such writings shall expressly state the
maximum number of hours DDSI is authorized to incur in performing such Other
Services. DDSI shall receive no compensation for Other Services performed in
excess of such maximum. Any request for DDSI services beyond those listed in
Professional Services Section of the "Quote" will be billed at the rate of $125.00
per hour, plus travel and expenses.
C. The CITY will not, under any circumstances, compensate DDSI for
travel time, except with the CITY's and DDSI's prior written agreement.
D. The CITY shall reimburse DDSI for the transportation, lodging, and
food expenses specified in the Subparagraphs below and incurred by DDSI in
performing Other Services (the "Other Services Expense"). The Other Services
Expenses may not exceed twenty percent of the fees paid by the CITY for the
related Other Services. The CITY shall not reimburse DDSI and shall have no
liability for Other Services Expenses that exceed an amount equal to ten percent
of the total fees paid by the CITY for such Other Services, except with the CITY's
and DDSI's prior written agreement. DDSI shall provide the CITY monthly
invoices showing total airfare, car rental, lodging, and meals for the DDSI
personnel using the following:
(1) All airfare shall be at the lowest available coach or
discount fares available given the schedule, if any, required by the CITY.
(2) Any and all rental cars shall be provided for DDSI
personnel and the CITY shall pay no more than $65.00 per day for each car
rental. In the event that DDSI has more than one employee at the CITY's
offices, only one rental car will be provided.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 17
(3) DDSI lodging shall not exceed $85.00 per day per
person.
(4) DDSI meals shall not exceed $40.00 per day per
person.
Out of pocket expenses will not exceed $5,000, unless approved by the
City.
E. DDSI shall submit a detailed monthly invoice for Other Services and Other
Services Expenses, if any, and the CITY shall pay such invoice within 30 days of
receipt.
F. Unless otherwise agreed in writing, software developed pursuant to this
Section shall be deemed to be the exclusive property of DDSI.
G. If the Other Services to be performed are for the modification of the Licensed
Software, then in addition to the procedures described above. DDSI shall modify
the Licensed Software in accordance with the following terms and conditions:
(1) The CITY shall describe the requested modification to
the Licensed Software to DDSI representatives.
(2) After DDSI evaluates the CITY's requested
modification, DDSI shall give the CITY a written proposal describing,
without limitation, screen formats, report layouts, estimated time to
complete, and the proposed fixed costs. Such proposal shall hereinafter
also be referred to as a Modification Proposal.
(3) If the CITY gives written notice of acceptance if the
modifications comply with the Modification Proposal.
(4) DDSI shall demonstrate to the CITY the modifications
upon completion of the Modification Proposal, and the CITY shall conduct
tests and evaluations to determine if the modifications comply with the
Modification Proposal.
(5) The CITY shall give written notice of acceptance if the
modifications comply with the Modification Proposal.
(6) Otherwise, the CITY shall give DDSI written notice of
rejection stating the noncompliance to the Modification Proposal and DDSI
shall use its best efforts to correct the ways in which the modifications fail to
comply with the Modification Proposal.
(7) The CITY shall be invoiced for modifications only upon
written acceptance by the CITY.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 18
2.4 FEES AND PAYMENT. The CITY agrees to pay DDSI monies as described in this
Section. The total project cost and breakdown are described in Exhibit A-1.
A. For all the services to be performed under this Agreement (except for
maintenance services after the first ninety days), including, without limitation,
Integration services, Pre -installation services, System Staging, Installation and
Staging., the CITY shall pay DDSI a total one time fee of $25,500. The CITY shall
pay DDSI an additional fee of $5,500.00 for Travel and Expenses which will
include onsite staging and installation. The CITY shall pay for the Services as
incurred and within thirty days of receiving the DDSI invoice.
B. For licenses of DDSI Applications, other software, and documentation, the
CITY shall pay a One-time License Fee (the "One-time License Fee") of
$89,500 as follows:
1. 30% of the License Fee price upon written notification to DDSJ of the City's
intent to install S13000.
2. 40% of the License Fee price upon completion of installation of software on
the City's network, including testing and approval of the Tiburon interface
3. 30% of the License Fee price 30 days after Final Acceptance of the system.
C. The CITY agrees to pay the price of the DDSI Hardware identified in Exhibit C
for hardware and Third Party Software (the "DDSI Hardware Price") within thirty
days of delivery to the CITY and receipt of DDSI invoice. This Amount is
$9,294.26; plus $900.74 shipping for a total of $10,195.00.
D. Subject to the Section entitled "MAINTENANCE," CITY shall pay DDSI for the
services specified in such Section after the first 90 days of Maintenance.
E. Except for the expenses incurred by DDSI pursuant to the Section entitled
"OTHER SERVICES," City shall pay all of DDSI'd reasonable expenses including,
but not limited to, travel expenses. These travel expenses shall not exceed
$5,500.00.
F. For each item of computer hardware and operating system software, DDSI is
responsible for maintaining and insuring against loss or damage until said item or
software is delivered to the CITY's computer facility. Only upon delivery to the
specified computer facility will responsibility pass to the CITY.
G. (City's Option) For $2,000 in fees and $!,000 in out of pocket expenses, DDSI
will come to the City and evaluate the capabilities and determine the practicality of
using Connx for the interface to Tiburon.
H. DDSI will provide to CITY, and no additional charge, their new release of the
SI -3000 Web -Based Server Module. (This module provides the capability to
access data residing in any ODBC compliant database and images managed by
S13000 with a Web browser (e.g. latest version of Internet Explorer). It provides
City of Lubbock & DDSI Agreement
November 8, 2000
Page 19
access for an unlimited number of users (5 concurrent), who share concurrent
access ports, which provide view, print, lineup, and data capture capabilities via
secured intranet or the Internet. This module can be used in portable and mobile
environments for distribution of information without the necessity of installing and
maintaining software on each workstation.)
2.5 LICENSE. DDSI hereby grants the CITY a perpetual and non exclusive license to
use and posses the DDSI Applications in all formats including, but not limited to, object
code format for utilizing Oracle in accordance with the Agreement. DDSI shall provide
the CITY with licenses for the Third Party Software in accordance the such Third Party
Software's standard terms and conditions.
A. The CITY shall not copy the Licensed Software except as authorized
under this Agreement, for the purpose of back-up, storage in archives, or as
otherwise required by law.
2.6 DOCUMENTATION. DDSI shall provide the CITY online documentation described
in Exhibit G: Hardware and Software Documentation List. The CITY shall have the right
to copy the materials provided pursuant to this Section for the use of the CITY's
employees.
2.7 UPDATES AND ENHANCEMENTS. Modifications to the Licensed Software may
also occur pursuant to the Sections entitled "OTHER SERVICES" or "MAINTENANCE."
A. The CITY shall have a reasonable amount of time, but no more than
fifteen days to test and evaluate any and all Updates and/or Enhancements for the
purpose of giving written acceptance.
B. In the event that the CITY finds that the Updates and/or
Enhancements do not comply with their respective specifications, then the CITY
shall give DDSI written notice and DDSI shall have thirty days to make all
corrections. The CITY shall re-evaluate DDSI corrections based upon the terms of
this Section.
2.8 REPRODUCTION OF NOTICES. The CITY shall reproduce and include DDSI's
copyright, trademark and other proprietary rights or notices on any copies of the Licensed
Software and other materials provided pursuant to this Agreement, including partial
copies and copied materials in updated works.
2.9 MAINTENANCE. For the fee described in this Section, DDSI shall provide first
year maintenance service for the Licensed Software and related documentation in
accordance with this Section and Exhibit J: "Software Maintenance Agreement". CITY
will be invoiced annually for maintenance.
1. At no additional cost to the CITY, DDSI shall provide the CITY corrections
to Licensed Software and related documentation for any material deviation
of the Licensed Software from the Final Specifications.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 20
2 At no additional cost to the CITY, DDSI shall provide Licensed Software and/or
documentation updates for:
(1) All legal requirements or modifications required by the
United States when such requirements or modifications require a
programming/source code change to the Licensed Software so long as
.CITY is then under a maintenance agreement and current with all payments
due. If DDSI has not elected to make any changes, CITY may elect to
request OTHER SERVICES from DDSI, as described in Section 2.3 to bring
about any desired changes.
(2) If DDSI as the result of changes to Texas law, makes
changes to its source code, DDSI will provide these changes to CITY at no
additional cost so long as CITY is then under a maintenance agreement
and current with all payments due. If DDSI has not elected to make any
changes, CITY may elect to request OTHER SERVICES from DDSI, as
described in Section 2.3 to bring about any desired changes.
A. At no additional cost to the CITY, DDSI shall provide all Licensed
Software and/or documentation updates as those updates become available to
licenses of the DDSI Applications. As noted in EXHIBIT J, new releases are
governed by EXHIBIT J. DDSI shall also provide the CITY with all necessary
updates, enhancements and modifications required for all the updated Licensed
Software to continue to operate in accordance with the Final Specifications.
B. At no additional cost to the CITY, should a hardware vendor and/or a
Third Party Software vendor modify its product(s), including, but not limited to,
operating system software, and/or CITY acquires additional hardware and/or
software from DDSI, within sixty days DDSI shall provide all Licensed Software
and/or documentation updates to allow the Licensed Software to continue to
operate on the Image System Platforms in accordance with the Final
Specifications. This provision will apply only to the extent that DDSI is making
such changes to its general product and CITY is then under a maintenance
agreement and current with all payments due.
C. The maintenance services described herein shall be provided to the
CITY for three (3) months following the Final System Acceptance Date, at no
additional charge. The first three (3) -month period shall be referred to as the Initial
Maintenance Term.
D. Upon completion of the Initial Maintenance Term, the maintenance
services described in this Section shall be provided to the CITY for additional one
year terms (Initial Maintenance Term and each one year term thereafter are also
referred to as a "Maintenance Period"). The fee (the "Maintenance Fee") for the
first Maintenance Period is $15,215.00. Unless the CITY notifies DDSI, at least 30
days prior to the end of the then current Maintenance Period, that the CITY will not
renew maintenance. Another Maintenance Period shall commence upon the
City of Lubbock & DDSI Agreement
November 8, 2000
Page 21
expiration of the prior Maintenance Period and the Maintenance Fees for such
subsequent Maintenance Periods shall be at DDSI's then current rates subject to
the limitations of this Section.
E. In no event shall the Maintenance Fee increase by more than seven
percent from one Maintenance Period to the next Maintenance Period during the
term of this Agreement, nor shall the Maintenance Fees ever be in excess of the
fees DDSI charges other comparable licenses of the Licensed Software for
maintenance services. Notice of any Maintenance Fee increases shall be given to
the CITY at least ninety days before such increase is to take effect.
F. If during the Maintenance Period, DDSI develops and/or offers new
products for one or more of the applications in the Licensed Software, DDSI shall
promptly inform the CITY in writing and upon the City's written request, DDSI shall
provide such new products at no charge other than out of pocket travel expenses
and within one year of the CITY's written request. Installation services would be
requested through "Other Services". Excluded from this paragraph are new
products for which DDSI charges a new License Fee to all DDSI customers. This
provision and installation shall occur provided any CITY authorized customization
that has been applied to the Licensed Software does not significantly affect DDSI's
ability to install new products, DDSI shall send the CITY a written notice stating
that the customization shall significantly affect DDSI's ability to install new
products. If the CITY, after receipt of such notice, still wants such customization,
the CITY shall provide DDSI with written authorization to make such
customization. If such notice DDSI is not provided prior to commencing such
customization, such customization shall be deemed not to significantly affect
DDSI's installation of new products.
G. Specifications for all software provided to the CITY pursuant to this
Section shall be deemed to amend the Final Specifications; provided, however,
that in no event shall such specifications be deemed as amending the
performance requirements of the Final Specifications in such a way so as to
degrade the performance of the Licensed Software. The CITY acknowledges that
from time to time software provided the CITY pursuant to this Section shall require
the CITY to obtain additional computer hardware in order to maintain system
performance. DDSI shall give the CITY a minimum of six months prior written
notice of the requirement to obtain such additional computer hardware.
H. Provisions to the contrary notwithstanding, the only fees payable by
the CITY for DDSI's performance pursuant to this Section are the annual
maintenance fee expressly described in this Section and the fees included in
Exhibit J of this Agreement.
2.10 GENERAL WARRANTIES. DDSI hereby represents and warrants as follows:
A. DDSI represents and warrants that DDSI has the authority to license
the Licensed Software to the CITY pursuant to this Agreement.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 22
B. DDSI represents and warrants that the Licensed Software shall
function in all material respects in accordance with the Final Specifications on the
City Police Department's computer equipment.
C. DDSI represents and warrants that the rights granted to the CITY
under this Agreement shall not infringe or misappropriate any patent, copyright,
trade secret, or trademark. DDSI shall indemnify and hold the CITY harmless for
all expenses, costs, losses, and damages arising out of DDSI's breach of the
warranty contained in this Paragraph. HOLD HARMLESS. DDSI shall protect,
defend, indemnify and hold the CITY, its officials, employees, and agents
harmless from and against any and all claims, demands, causes of actions,
losses, damages, and liabilities (collectively referred to in this Section as "Claims")
incurred by or made against the CITY, whether or not reduced to judgement,
which may arise from any negligent or intentionally tortious act, omission or
material misrepresentation by DDSI or from any negligent act omission or material
misrepresentation of DDSI's employees or agents, in connection with the
performance of DDSI's work under this Agreement; provided, however, that:
1. DDSI shall not be obligated to indemnify the CITY against any of the
CITY's special, indirect, incidental or consequential damages or
losses;
2. Each party shall promptly notify the other of any Claim made against
the CITY which may give rise to DDSI's duty to indemnify the CITY
as provided herein. DDSI shall not be responsible for any expense,
loss, damage, or liability incurred by the CITY in responding to any
Claim which expense, loss, damage or liability is incurred more than
thirty (30) days prior to the receipt of such notice by DDSI.
3. Except as provided above in this Section, DDSI shall not be
obligated to indemnify the CITY against any loss or damage arising
from or related to the software, hardware, materials, data, or
systems, or any component thereof, provided by DDSI under this
Agreement;
4. DDSI shall have the exclusive right to defend and, subject to the
approval of the CITY's CITY Council, to settle any Claim tendered by
the CITY and against which DDSI is obligated to indemnify the CITY.
CITY agrees to reasonably cooperate with DDSI in the defense of
any Claim. If the CITY rejects a settlement proposal that is
acceptable to DDSI, and provided that such a settlement proposal
will not require the CITY to pay any monies, provides a full release of
the CITY (including without limitation release of the Claims), and that
does not impair the CITY's use of the Imaging System and/or the
Licensed Software, DDSI's obligation under this indemnification
provision to pay any judgement or award against the CITY shall be
limited to the amount of the rejected settlement only and shall be
City of Lubbock & DDSI Agreement
November 8, 2000
Page 23
limited to the amount of the rejected settlement only and shall not be
responsible for attorneys fees and costs expended or incurred to
defend the CITY against the Claim after the CITY's rejection of the
settlement.
5. Except as provided in Section 2.10, Paragraph C above, DDSI shall
indemnify the CITY for all reasonable expenses and attorney fees
incurred by or imposed upon the CITY in connection with any Claim
for which DDSI is obligated to indemnify the CITY as provided in this
Agreement.
6. DDSI represents and warrants that the design of the Licensed
Software will not allow modifications to any images stored on the
DDSI system.
7. DDSI represents and warrants that the information provided in the
DDSI Software Proposal and Correspondence is accurate and that the
CITY may justifiably rely upon such information.
8. DDSI acknowledges that the CITY is unfamiliar with the software
products being provided and that the CITY in entering into this
Agreement must rely on DDSI's representations concerning the
amount of training necessary. DDSI represents and warrants that
the training it provides shall be of a quality and quantity reasonably
required: (1) to cause the CITY training personnel to be capable of
effectively training all users in proper use of imaging system and (2)
to cause CITY technical personnel to be capable of providing
software maintenance for the DDSI Applications; provided, that such
CITY personnel meet the prerequisite requirements in skills and
training, if any, specified in Exhibit H: Training.
2.11 SOFTWARE WARRANTIES. DDSI hereby represents and warrants as follows:
A. DDSI represents and warrants that the Licensed Software shall
perform in all material respects in accordance with the Final Specifications for six
months after Final Acceptance.
B. If within ninety days after the Final Acceptance, the Licensed
Software does not perform in accordance with the Final Specifications, and it is
determined by the CITY that the problem is a software problem, DDSI shall, at no
charge to the CITY, make such modifications to the Licensed Software so as to
cause it to perform in accordance with the Final Specifications.
C. DDSI represents and warrants that the DDSI backup procedures
provide the CITY a methodology to protect, and store for historical and restorative
City of Lubbock & DDSI Agreement
November 8, 2000
Page 24
purposes, all data and Licensed Software in the Imaging System; provided all
backup/journaling procedures specified in the by DDSI, have been followed and
the backup and journal tapes are available.
D. DDSI represents and warrants that DDSI's Licensed Software does
not contain a computer "virus", "logic -bomb", "time bomb", "worm", "back -door', (as
such terms are known in the computer industry) intentionally included disabling
instructions, and/or similar latent features (collectively "Hacker Devices").
E. DDSI represents and warrants that it's providing software
maintenance for the Licensed Software will not introduce one or more "Hacker
Devices" into the Licensed Software.
F. DDSI represents and warrants that the CITY shall have quiet
enjoyment of the Licensed Software and that no change in the organization,
structure, and/or ownership of DDSI shall in any way diminish CITY's use,
possession, and/or rights in the Licensed Software.
G. DDSI represents and warrants that the Licensed Software is fit for
the purposes of providing mugshot and digital imaging systems for police services.
2.12 TERMINATION. This Agreement may be terminated in accordance with the
following:
A. If either party breaches this Agreement and fails to cure such breach
within thirty days after being notified in writing by the other party, the other party
may terminate its performance of this Agreement upon written notice.
B. Notwithstanding provisions to the contrary, the CITY may retain the
Licensed Software and documentation as may be necessary for historical and
auditing purposes as dictated by the laws of the State of Texas and/or the United
States and the CITY may retain the Licensed Software and documentation for a
reasonable time in order to obtain a replacement for the Licensed Software, and
any such event the terms and conditions of the license shall survive termination of
this Agreement. As long as the City is on Maintenance.
2.13 LIAISON BETWEEN DDSI AND THE CITY. DDSI and the CITY hereby designate
the individuals named below as Liaisons, who shall have the duty of acting as points of
contact with personnel of DDSI and the CITY respectively. The CITY and DDSI may
change Liaisons upon written notice to the other.
A. DDSI's Liaison:
B. The CITY's Liaison
DDSI's Program Manager
Lt. Tom Mann
2.14 BACK-UP and RESTORAL PROCEDURES. DDSI will provide documentation for
standard NT backup and restoral procedures. Client is responsible to follow these
procedures or utilize any standard backup applications to protect their data. DDSI will
City of Lubbock & DDSI Agreement
November 8, 2000
Page 25
run an anti-virus application on NT server of the time of staging, and client is responsible
for anti-virus control from that point forward.
2.15 PAYMENT FROM CURRENT FUNDS. In the event the CITY's budget does not
provide funding for the CITY to pay for services pursuant to this Agreement for any
reason during a subsequent CITY budget year, DDSI's obligation to perform services in
such budget year and the CITY's obligation to pay for such services may be terminated
upon either party's written notice and without liability or penalty to either party
2.16 MEETINGS. DDSI and the CITY agree that their designated representatives shall
have meetings as scheduled in the IP for the purpose of status reviews from the decision
to install S13000 until the Final System Acceptance Date. At the CITY's expense and at
DDSI's normal billing rates at the CITY's option, such meetings will be at the CITY at
least once a month; otherwise such meeting shall occur by telephone during CITY's
regular business hours.
2.17 HOLD HARMLESS. DDSI shall protect, defend, indemnify and hold the CITY, its
officials, employees, and agents harmless from and against any and all claims, demands,
causes of actions, losses, damages, and liabilities (collectively referred to in this Section
as "Claims") incurred by or made against the CITY, whether or not reduced to judgement,
which may arise from any negligent or intentionally tortious act, omission or material
misrepresentation by DDSI or from any negligent act omission or material
misrepresentation of DDSI's employees or agents, in connection with the performance of
DDSI's work under this Agreement; provided, however, that:
1. DDSI shall not be obligated to indemnify the CITY against any of the CITY's
special, indirect, incidental or consequential damages or losses;
2 Each party shall promptly notify the other of any Claim made against the CITY
which may give rise to DDSI's duty to indemnify the CITY as provided herein.
DDSI shall not be responsible for any expense, loss, damage, or liability incurred
by the CITY in responding to any Claim which expense, loss, damage or liability is
incurred more than thirty (30) days prior to the receipt of such notice by DDSI.
3 Except as provided above in this Section, DDSI shall not be obligated to
indemnify the CITY against any loss or damage arising from or related to the
software, hardware, materials, data, or systems, or any component thereof,
provided by DDSI under this Agreement;
4 DDSI shall have the exclusive right to defend and, subject to the approval of
the CITY's CITY Council, to settle any Claim tendered by the CITY and against
which DDSI is obligated to indemnify the CITY. CITY agrees to reasonably
cooperate with DDSI in the defense of any Claim. If the CITY rejects a settlement
proposal that is acceptable to DDSI, and provided that such a settlement proposal
will not require the CITY to pay any monies, provides a full release of the CITY
(including without limitation release of the Claims), and that does not impair the
CITY's use of the Imaging System and/or the Licensed Software, DDSI's
City of Lubbock & DDSI Agreement
November 8, 2000
Page 26
obligation under this indemnification provision to pay any judgement or award
against the CITY shall be limited to the amount, of the rejected settlement only and
shall be limited to the amount of the rejected settlement only and shall not be
responsible for attorneys fees and cost DDSI expended or incurred to defend the
CITY against the Claim after the CITY's rejection of the settlement.
5 Except as provided in Section 2.17, Paragraph D above, DDSI shall indemnify
the CITY for all reasonable expenses and attorney fees incurred by or imposed
upon the CITY in connection with any Claim for which DDSI is obligated to
indemnify the CITY as provided in this Agreement.
2.18 PATENTS, COPYRIGHTS, TRADE SECRETS, AND PROPRIETARY RIGHTS.
A. DDSI shall defend, indemnify and hold the CITY harmless, at DDSI's
expense, in any action brought against the CITY to the extent that it is based on a
claim that the Licensed Software or other material furnished hereunder infringes a
United States patent or copyright or violates any third party trade secret or
proprietary right. DDSI will pay those costs and damages finally awarded against
the CITY, or if such claim is settled, DDSI agrees to pay such amount, on
condition that:
(1) DDSI shall be notified promptly in writing of any such
action and related claim;
(2) DDSI shall have the sole control of the defense of any
action including the right to select counsel and to settle; and
(3) Should the DDSI Hardware or the Licensed Software,
or any part thereof become, or in DDSI's opinion be likely to become, the
subject of a claim of infringement of a United States patent, or copyright or
the violation of a third party's trade secret or proprietary right, then the CITY
shall permit DDSI, at DDSI's sole option and expense:
a. To procure for the CITY the right to
continue using the hardware or software; or
b. To replace or modify the same so that the
hardware and software becomes non -infringing.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 27
2.19 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES. ADDITIONALLY THE TOTAL CUMULATIVE LIABILITY
TO DDSI FOR ANY AND ALL CLAIMS OF WHATEVER NATURE UNDER OR
ASSOCIATED WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID
BY CITY TO DDSI
2.20 ADVERTISING. VENDOR shall not refer to CITY in any advertisements,
promotional materials, marketing materials, and/or similar publications without obtaining
the CITY's prior, express, written consent
City of Lubbock & DDSI Agreement
November 8, 2000
Page 28
ARTICLE III — HARDWARE PURCHASE
3.1 HARDWARE IN GENERAL. CITY agrees to buy and DDSI agrees to supply as a
system integrator the hardware listed in Exhibit C: List of Hardware and Hardware
Specifications (the "DDSI Hardware. All said Hardware will be new and will have no
components that have been previously used.
3.2 PRICE AND PAYMENT. The CITY agrees to pay the DDSI Hardware Price in
accordance with the Section entitled "FEES AND PAYMENT".
3.3 RISK OF LOSS: TITLE. DDSI shall bear all risk of loss or damage to the DDSI
Hardware until delivery to the specified Police Department (PD) Site. Thereafter all risk
of loss or damage shall be borne by the CITY. Title to the DDSI Hardware shall not pass
to the CITY until the CITY has paid the DDSI Hardware Price.
3.4 HARDWARE SHIPPING AND INSTALLATION. DDSI shall be responsible for
coordinating with all DDSI Hardware vendors the shipping, delivery, unpacking, and
placement of the DDSI Hardware at the PS Sites. DDSI shall invoice the CITY for freight,
installation and handling charges associated with placement of such DDSI Hardware at
the PS Sites. However, that CITY shall be under no obligation to pay any such charges
that exceed the amounts specified for such charges in Exhibit C. Acceptance of the
DDSI Hardware shall occur upon the Final System Acceptance Date.
3.5 SITE PREPARATION AND INSPECTION. Exhibit C: Hardware List and
Hardware Specifications contain the environment site specifications for the hardware at
the PS Sites (the "Site Specifications").
A. The CITY shall prepare the PS Sites in accordance with the Site
Specifications
B. At a mutually agreeable time and at least 30 days prior to installation
of the DDSI Hardware, DDSI shall inspect the PS Sites to determine compliance
with the Site Specifications. Within five days after such inspection, DDSI
expressly notifies the CITY in writing of all ways, if any, in which the PS Sites are
not in compliance with the Site Specifications.
C. The CITY shall promptly make such changes as are required to
cause the PS Sites to conform to the Site Specifications.
D. DDSI shall continue to inspect the PS Sites until they conform to the
Site Specifications. There shall be no charge to the CITY for the first site
inspection, additional site inspections will be charged at DDSI's normal rates,.
3.6 DDSI HARDWARE MAINTENANCE. CITY and DDSI agree that under this
Agreement DDSI has no obligations to provide hardware maintenance; and, at the
CITY's sole discretion, CITY shall obtain hardware maintenance pursuant to a separate
agreement with any entity.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 29
3.7 ADDITIONAL DDSI HARDWARE. The CITY may purchase additional equipment
or upgrades to its then current DDSI Hardware under the terms and conditions of this
Agreement, by the issuance of a purchase order or similar document at a price agreed
upon in writing. Acceptance by DDSI of a purchase order or similar document shall act
as an amendment to this Agreement. Any terms and conditions of such a purchase order
or similar document shall be of no force and effect to amend the terms and conditions of
this Agreement.
3.8 HARDWARE WARRANTIES. DDSI hereby makes the following representations
and warranties concerning the DDSI Hardware:
A. DDSI represents and warrants that all DDSI Hardware delivered
hereunder shall be of new manufacture, that the CITY, upon payment for the DDSI
Hardware, receives good and clear title to the DDSI Hardware, and there are no
pending liens, claims, or encumbrances whatsoever against said DDSI Hardware.
B. DDSI represents and warrants that the DDSI Hardware will be free
from defects in material and workmanship and will conform to the DDSI Hardware
Specifications for the ninety (90) day period immediately following installation.
C. In the event any component part of the DDSI Hardware is or
becomes defective by reason of material or workmanship during said period, and
the CITY promptly notifies DDSI in writing of such defect, DDSI shall, at DDSI's
option, repair or replace the DDSI Hardware or component at no charge to the
CITY. All replaced parts shall become the property of DDSI and all substituted
parts shall become the property of the CITY on an exchange basis. This warranty
does not extend to any DDSI Hardware that has been subject to misuse, neglect,
accident, improper or unapproved installation, or to DDSI Hardware to which
repairs or modifications have been performed by persons other than DDSI's own
or authorized service personnel; unless such repairs by others were performed
with the written consent of DDSI.
D. DDSI represents and warrants that all the hardware required to use
the Licensed Software in accordance with the Final Specifications and this
Agreement on the Police System is specified in Exhibit E: Public Safety Platform
and that DDSI shall provide the CITY with all the hardware specified in Exhibit E.
unless Exhibit E specifies that the CITY is to provide such hardware. If for
whatever reason hardware and/or software required to use the Licensed Software
in accordance with the Final Specifications is omitted from Exhibit E, DDSI shall,
promptly and at no additional charge to the CITY, convey such omitted hardware
and license such omitted software to the CITY.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 30
ARTICLE IV - SOFTWARE LICENSE
4.1. COMPUTER SOFTWARE. DDSI hereby agrees to license to CITY the
S13000 Software described in Exhibit A - 1, 2, & 3.
4.2. LICENSE. DDSI hereby grants CITY a perpetual (as long as the license
fees and annual Software Maintenance fees are paid), non-exclusive, and
non -transferable license to use and possess the S13000 Software in object
code format.
A. CITY agrees not to assign, sublicense, or otherwise transfer the
S13000 Licensed Software.
B. This license shall remain in effect for as long as this Agreement
remains in effect.
C. CITY shall not copy the S13000 Licensed Software except for the
purposes of back-up, storage in archives, or as otherwise required
by law.
E. CITY acknowledges that DDSI's claim that the DDSI Software
contains trade secrets belonging to DDSI for the S13000 Licensed
Software.
F. Except as otherwise required by law, CITY shall not provide,
disclose, or otherwise make available the Licensed Software to any
person other than to CITY' employees for the purposes of CITY' use
of the S13000 Licensed Software pursuant to this Agreement.
4.3. SOFTWARE WARRANTIES. In addition to the warranties specified
elsewhere in this Agreement, DDSI represents and warrants the following:
A. DDSI represents and warrants that DDSI has full authority to grant
the licenses for the S13000 Licensed Software provided for in this
Agreement to CITY.
B. DDSI represents and warrants that the Licensed Software shall
function on the Hardware in accordance with the Specifications.
C. DDSI represents and warrants that the S13000 Licensed Software is
fit for the purposes of providing digitized images, mugshots, and
photographic line-ups as part of the S13000 products.
D. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS
AGREEMENT, NEITHER CITY NOR DDSI MAKE ANY OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
4.4. SOURCE CODE. DDSI shall place the S13000 Source Code in ESCROW
DDSI's standard escrow agreement will apply to the escrow of the source
code, except when in conflict with this agreement, then this agreement shall
govern. DDSi's standard escrow agreement is contained in Exhibit K. The
Source Code in Escrow will be in source and object code format, on
City of Lubbock & DDSI Agreement
November 8, 2000
Page 31
magnetic media suitable. and compatible for the Hardware installed at CITY.
If for any reason DDSI and ITx should cease business operations or go into
Bankruptcy, CITY would be given all legal rights, including unlimited use, to
the S13000 Source Code. No rights to resell in any form will be granted.
A. The source code magnetic tapes shall be provided at no cost to
CITY.
B. If CITY uses the S13000 Software source code pursuant to the terms
of this Section hereinabove, CITY' license shall thereafter include
CITY right to use the S13000 Software source code. CITY agrees to
protect the S13000 Software source code and not to market, sell,
give, or otherwise distribute the DDSI Software source code.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 32
ARTICLE V — EXECUTION
IN WITNESS WHEREOF, this Agreement is executed the 14th day of December ,
2000.
Agreed and accepted: DDSI, INC.
Title: Vice President, Sales
Agreed and accepte , CITY OF LUBBOCK
By: _
Windy Sitton, Mayor
ATTEST:
Darnell, *ity Secretary,
APPROVED AS TO CONTENT:
en Walker, Chief of Police
APPROVED AS TO FORM:
William de Haas
Competition and Contracts Manager
City of Lubbock & DDSI Agreement
November 8, 2000
Page 33.
Resolution No. 2000-R 0448
December 14, 2000
Item No. 19
EXHIBIT A-1
List of Licensed Software
City of Lubbock & DDSI Agreement
November 8, 2000
Page 34
LIST OF LICENSED SOFTWARE
SI -3000 SYSTEM SOFTWARE
SI -Client View Site License
(Site License applies to workstations linked to an SQL server database in the Sheriffs
Office. DDSI will provide installation and setup for site -licensed capture workstations.
Installation of site -licensed view workstations will be controlled and implemented by
Agency's Systems Administrator.)
SI -Admin Server -
Menu Maintenance
Security Maintenance
SQL Engine
SI -Photo Imaging Server
Multi Image Display
Interactive Photo Import (Digital & TWAIN)
Photo Capture Workstation
SI -Photo Output Module
SI-EFM Server (Electronic Folder Management)
Folder Maintenance
Batch QA, Indexing & Release
Interactive Scanning
Interactive Import (TIFF, JPEG, WORD, EXCEL)
SI-EFM Batch Scan/QA
SI -Archive Server
Mass Storage Manager
City of Lubbock & DDSI Agreement
November 8, 2000
Page 35
Resolution No. 2000—RO448
EXHIBIT A-2
Software Specifications
City of Lubbock & DDSI Agreement
November 8, 2000
Page 36
SOFTWARE SPECIFICATIONS
SI -Client Viewer (Site License)
This module is required to be installed on each PC workstation. PC workstations that are loaded
with the SI -Client Viewer are also known as "FAT CLIENTS". Fat Clients have guaranteed
access to SI -3000's applications. The Fat Clients can be connected to one/multiple servers and
one/multiple databases through "OPEN" ODBC connectivity. The SI -Client Viewer also provides
the presentation of the electronic file folder, which displays the information retained in SI -3000.
Only one license is required per client, no matter how many different SI -3000 application modules
are included in the system. (Site License applies to workstations linked to an SQL server
database in the Sheriffs Office.)
SI -Admin Server
This, is the core module that is utilized to create and maintain the SI -3000 system. It provides for
user and user group definition, menu definition, system access/security, data definition, query
set-up and management. This module runs on a server.
SI -Photo Imaging Server
This application module constitutes SI -3000's "Mugshot" capabilities. This includes the
management of mugshots, crime scenes, accident scenes, scars, marks, tattoos, etc. It also
provides the ability to display and print line-ups of multiple images that match a user's defined
criteria.
Photo Capture Workstation- Mugshots
Required for the real-time capture of images from a live or recorded video source.
SI Photo Output Module (WYSIWYG)
Required to design customized output such as badges, wristbands, special reports. The
Output module allows static text and images to be combined with data from the host
database and captured images, to create output templates which can be easily printed
from within an electronic file folder. "What you see is what you get"
SI-EFM Server (Electric Folder Management)
This module provides SI -3000's comprehensive document imaging and management capabilities.
Using the SI-EFM module, electronic file folders and their contents can be defined and
maintained. When using the electronic file folder, this module provides the feature of interactively
importing information into the system. Using the Interactive Import Module, users can import files
(WORD, EXCEL, Note Pad, etc.) or images captured by digital cameras. This module also
allows "Twain" scanners to be attached to any Fat Client and utilized for scanning low volumes of
paper and photos.
SI-EFMS Batch Scan/QA
This module provides the ability to capture, index and store large volumes of
documents. Supporting Kofax compatible document scanners, paper can be
converted to electronic images at a rate between 36 and 160 pages per
minute. Once converted, the module provides the mechanism to view, quality
check and index the images. When performing the index function, SI -3000
interactively verifies key index information against the host database.
City of Lubbock & DDSs Agreement
November 8, 2000
Page 37
SI -Archive Manager
This module allows the systems administrator to identify information that is being stored on the
SI -3000 server and move that information to CD-ROM or DVD -ROM disks. SI -3000 utilizes ROM
technology because of its WORM (Write Once Read Many) capability and it's open format. When
the information is written to ROM, the SI -Archive Manger automatically updates the SI -3000
system database with the information new storage location. Once the information is written to the
ROM media, the information can be removed for the server's hard drive.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 38
Resolution No. 2000—RO448
wGIl-1W.0 51
Detailed Modification Specifications
City of Lubbock & DDSI Agreement
November 8, 2000
Page 39
Exhibit -A-3 Detailed Modification Specifications -Tiburon / DDSI Interface
Two basic methods are provided to allow for the integration of the data stored in the
Tiburon system with the images in the SI -3000 system; and are currently in use at
numerous S13000 client sites.
1. SI -3000 provides an API capability that can be used by Tiburon to interactively "open"
an image folder from a Tiburon screen. (Refer to attached SI -3000 API
Documentation for specifics). Response time in two other Tiburon sites using this
API ranges from 2-4 seconds.
2. SI -3000 provides the ability to directly attach to any ODBC compliant data base and
query that data base using the standard SQL features within SI -3000 . With this
capability the systems administer can create an unlimited number of queries against
any ODBC compliant data base.
It is our understanding that the RMS database can be made ODBC and SQL compliant by
using a product from Solutions IQ called CONNX. This product would need to be evaluated
and tested to make certain it provides required functionality as described in their promotional
materials.
SI -3000 API Documentation
The API interface to the system is accessed by an OLE interface provided by OLE server
itxlog in. itxSys Server'. For this OLE Server to be active on a machine, the users must login into the,
tx login by entering a user id and a password. This is the way that the security for the users
hewing the documents is provided. The menu maintenance programs must maintain all groups,
iser ids, passwords and SQL queries.
When making calls to the SI -3000 API from the records management system, the records management system must provide a
mique identifier from where it is being called from, this is referred to as a screen id. The records management system provides
hese unique identifiers for their system, and these identifiers must also be entered into the screen manager of the SI -3000. The
;creep manager will provide a graphical interface to build the functionality for the process called in the API with a specific screen
Sy using screen manager to create the api interface, functionality of the api call can be changed easily with no modification to
xisting code after the initial setup.
'he following code example is for calling the SI -3000 api with the screen id and the INDEXTAG. This code or similar code
could be placed in the records management system code as needed to call the SI -3000 api.
m Example code (Delphi):
shellexecute(0, 'open', 'C:\itxmenu\execs\scrape.exe', 'ABC 123 999999', Nil, SW—NORMAL);
City of Lubbock & DDSI Agreement
November 8, 2000
Page 40
Resolution No. 2000-R0448
DIGITAL IMAGING SYSTEM
ACQUISITION AGREEMENT WITH
DDSI
,ie above Delphi code runs another application called scrape.exe and passes it parameters of ABC 123 and 999999. The first
urameter is the screen id and the second parameter is the INDEXTAG. If the INDEXTAG is not specified then the SQL ad-hoc
;reen displays and the user can select criteria to display a document folder. Through functions available in the system
aintenance software you can specify whether or not to open the folders up to a specific item or to a tree view of the items within
at folder. The Index Tag is the key value used for storing items in the folders. When the folder opens, the entire screen is used to
splay it. To return to the application screen that triggered the opening of the folder the user selects the return to menu button on
e tool bar.
' delphi isn't being used as the development language then you will need to write the equivalent command in your language to
scomplish the same procedure. When writing the code to make the call to the folder, your program must run Scrape.exe and pass
two parameters.
Parameter 1 - Screen Id or unique identifier defined by the application and has been added to the screen manager.
Parameter 2 - INDEXTAG, which is the key to the folder that is going to be opened.
sing the screen manager you are able to select what SQL Item you want ran with a specific screen id when the api is called. SQL
ems are created using Menu Maintenance, an SQL Item is a SQL query for a database.
dditional functionality can be given to the document -viewing folder by enabling the functions. If no other function is enabled
,en the document folder will be view only. Using the screen manager, functions can be enabled so that when the api call is made
om a specific screen the folder will open and the selected functions will be enabled.
ther options for document folder viewing involve enabling the functions for:
Functions
Description
(Notes
low viewing of all notes available in the system
sconnect
low ODBC disconnect
olderDeleting
.flow deleting from folders
olderEditing
lodify Folder Contents - this allows changing invalid indexes and items
olderNotation
:hange Notations on Documents
iteractivelmport
Jlow ability to import documents into the folder
xCamera
the ability to take pictures
City of Lubbock & DDS( Agreement
November 8, 2000
Page 41
Printing of Layouts (badges)
ng
marking up of Documents
ENABLE functions can be added or removed as needed based upon what functions you want available to the end user. The
EXTAG is the key value for the folder that the end user is trying to retrieve.
nen your application runs Scrape.exe and passes it the necessary two parameters, the Scrape.exe will locate the unique screen id
screen database and gather all the information. Then the scrape.exe program will create a job stream file and make the call to
,E server.
Example
the PC side Client Access or Rumba should be used to map a network drive letter to the shared folders location where the
erfaceJob.txt" file would be stored.
the AS/400 program the customer would create the interface file as outlined in the API documentation, passing whatever
[eters needed in the file, and storing the file with a "TXT" extension in a QDOC folder on the AS/400.
next steps would be from a CL program on the AS/400, where the main RPG program would call the CL to execute. The CL
;ram should contain a call to "STRPCO", and the CL should monitor for any messages, and handle them appropriately. This
)n allows the AS/400 to communicate with the workstation.
next step in the CL program would be executing;
CMD("C:\xxxxx\xxxxx\AS400OLE.exe I:\interfaces\InterfaceJob.txt")
course the drive letters and paths used in the above are examples and they can be really anywhere.
action will call the AS400OLE program on the PC and pass it the interface file as a parameter.
main activity in this "InterfaceJob.txt" file from the above example would be to hold the unique identifier or screen id and the
EXTAG which is the key to folder that is to be opened. The AS400OLE program will process this file and create the
opriate interface job file for SI -3000 to process.
the SQL Item selected in the screen manager for this unique identifier is directed to open a document folder then the Index Tag
be used is in the "InterfaceJob.txt" file, this is optional. If the INDEXTAG is not specified then the SQL ad-hoc screen displays
id the user can select criteria to display a document folder. Through functions available in the system maintenance software you
n specify whether or not to open the folders up to a specific item or to a tree view of the items within that folder. The Index Tag
the key value used for storing items in the folders. When the folder opens, the entire screen is used to display it. To return to the
plication screen that triggered the opening of the folder the user selects the return to menu button on the tool bar.
example of what the "InterfaceJob.txt" file would look like:
23 999999
►e first part of the file would be the unique identifier from where the api call was originated and then the key to the folder which
to be opened. These two items in the file must be on one line and separated by a space.
this *example when this InterfaceJob.txt file is executed it would locate the unique identifier of SCR123 in the SI -3000 screen
tabase and create a job stream file with all the enables, SQL Item which were,specified in the screen manager. It would also
City of Lubbock & DDSLAgreement
November 8, 2000
Page 42
in the job stream file the key to the file folder to open that was 999999 and then connect to the OLE server. The file folder
I have the capability to import other items into the folder and able to capture live video images in the folder if those enables
set for that unique identifier in the screen manager. Multiple interface files can be built to satisfy the various needs of the end
8, 1999
City of Lubbock & DDSI Agreement
November 8, 2000
Page 43
Resolution No. 2000-RO448
EXHIBIT B
Correspondence
City of Lubbock & DDSI Agreement
November 8, 2000
Page 44.1
Questions for DDSI:
Please use a separate piece of paper for your answers. Use the question number for the
reference on your answer sheet.
1. Are you only proposing one server?
2. All software (i.e. Operating System and Application software) are for only 10 users. What
would be the cost for additional users?
3. Will there be a problem substituting a Compaq server for the Micron server?
4. The database implies Microsoft SQL Server 6.5: can this be anything else?
5. The quotation does not include costs that may be applied to Tiburon. What might these
costs be as they relate to DDSI?
6. The warranties are only for 90 days. Can DDSI give us a one-year warranty? If yes will
there be an additional charge?
7. Are you proposing a report generator?
8. What sites do you have this software fully installed?
9. Can the City get the source code for the application or at minimum get an escrow
account set up?
10. Does maintenance include software upgrades?
11. The "authorized copies" in the contract seems to include only 2 copies of the application
software package. Is this server or client? What about the 10 user version of the o/s and
database?
12. It seems the computer hardware itself must be tied to a certain license of the software.
Why? We don't understand why notification is required to the software vendor if we have
a broken computer. It says DDS must be notified "prior" to relocation.
13. Is this a client/sever application or dies it all run on the NT server?
14. What security features are included in the application?
15. There was some indication that the system supports TCP/IP; however, there were also
multiple references to using NT as a login. To what extent does the system use TCP/IP?
16. Can the login to the application be controlled by the MAC address?
17. Is the interface with Tiburon interactive or batch?
18. Is the data store in multiple places (i.e. on the Vax and NT server)?
19. How would the off-line CD storage be produced and retrieved?
20. How does DDSI keep the integrity of the images?
21. What are the archival methods for the data and the images?
City of Lubbock & DDSI Agreement
November 8, 2000
Page 44.2
22. What are the retrieval methods for the data and the images (i.e. keywords, full text
search, by case number, etc)?
23. How does DDSI propose we purge information?
24. How may indices can there be per image, document, etc?
25. How much processor and memory for the base software?
City of Lubbock & DDSI Agreement
November 8, 2000
Page 44.3
1. Yes In the event our thin client module is purchased, we recommend a second
dedicated server.
2. The cost for additional users is dependent on whether the users are (fat) client or
(thin Client. A fat client is one which has application software loaded on the client and is
required at any of the capture stations and is typically used at view stations where
response times are critical or implemented for heavy users. Costs for additional Fat
client licenses $900.00 per workstation up through 15, it then drops to $800.00 per seat.
The thin client module licensing is different in the sense you pay $1500.00 for a module
(on a small dedicated NT server) and it provides for an unlimited number of users to
contend for 10 concurrent access ports.
3. No problem, there may be a difference in cost.
4. We have provided the costs assuming that Microsoft SQL server 7.0 is to be used.
We can use any ODBC or SQL compliant database. However, typically there are
some labor costs involved in substituting a different database, because each has their
own unique anomalies. We strongly recommend SQL Server to avoid these issues.
5. If it is decided to use our FE product (the Rumbas product presented in the
demonstration) at the capture stations: we can screen scrape the unique person
number and booking number to create a record in the mirrored subset database on the
NT server and Technical staff at the city of Lubbock can provide periodic or interactive
updates to the SQL server. Using this approach, there shouldn't be any work required
by Tiburon from DDSI's point of view. However, there maybe a number of other reasons
why, the city may want to have Tiburon involved in the process which we may not be
aware of.
6. DDSI will provide as 1 year warranty on the software at no additional charge.
However, we do still require/recommend software support listed on the quote. We do not
provide any other warranty on the hardware other than the manufacturers.
7. No — But SI -3000 has an embedded SQL -Query capability
8. DDSI has approximately 300 customers sites dating back to 1987. The S13000
product is our latest generation application software and is a derivative of the earlier
generation code. The S13000 product proposed is currently installed at the Colorado
DOC, the Poughkeepsie, NY Police Dept. and the City of Madison, WI. It is slated to be
installed in August at the Linn Co., IA Sheriffs Dept. Cedar Rapids, IA Police Dept,
Naperville, IL Police Dept., and Washington Co. OR Sheriffs Dept. Approximately 20
other agencies are in the funding stages for either an upgrade of an earlier version or a
new system.
9. We will provide an escrow account for the software source code.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 45
10 Yes, on all licensed modules,
11 The authorized copies mentioned in the contract are only for DDSI products.
Copies of both Client and Server application software can be reproduced by Lubbock Co.
for backup purposes. Our contract does not cover any licensing issues pertaining to any
third party software or application issues.
12 We understand the concern of the issue of tying the software to specific hardware
and agree that that paragraph should be scratched form the contract.
13 This is a Client/server application. Thin Client runs on the NT
14 Data/Document/and execution security
15 Full TCP/IP
IM M•
17 Can be both
18 On the NT
19 Production is application specific. Retrieval is handled by the S13000 viewer.
20 Security and Encryption
21 CD or DVD (Application specific via SQL's)
22 Search on all data is DB (Defined by client)
23 SQL queries
24 Can search by all data elements in the database.
25. See Attached.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 46
Resolution No. 2000—RO448
Lubbock Police Department
Photo Imaging Statement of Work
November 24, 1999
Introduction
DDSI has produced this statement of work to outline the necessary items that need to be
completed to successfully implement S1 -3000's photo imaging capabilities. This
statement of work will:
Identify all of the system requirements
• Software
• Hardware
• Professional service
• Suggested Project timeline
Project Description
DDSI will provide the SI -3000 software that will enable Lubbock Police Department to
capture, retrieve and reproduce photo images and document images. The software
solutions, that are being provided by DDSI, have been designed to be totally integrated
with the existing RMS.
System Implementation
System implementation will involve the installation of the photo imaging system, which
will include:
• SI -3000 Software (Provided by DDSI)
SI -Admin Server
SI-EFM (Electronic Folder Management) Server
SI -Photo Imaging Server
SI-EFM Batch Scan/QA (1 licenses)
SI -Archive Server
SI -Storage Manager
SI -Web Based Server Module
SI -Client Viewer (Site license)
SI -Photo Capture Workstation (2 licenses)
SI -Photo Output Module (1 license)
• 3`d Party Software (Provided by Lubbock Police
Department)
City of Lubbock & DDSI Agreement
November 8, 2000
Page 47
Microsoft WindowsNT Server
Microsoft SQL Server 7.0
PC AnyWhere
• Photo Imaging Hardware (Provided by DDSI)
1 Magicard Turbo Flip
2 Image capture board
2 Camera cables
Imaging Hardware (Provided by Lubbock Police Department)
1 NT Server
2 Photo capture PC workstations
2 Color Video Cameras
1 Document Scanning PC workstation
1 Document Scanner
Color Twain Scanner
Modem (with phone line)
System Staging Requirements
DDSI will require that the following items be received/implemented by _/_/00. Failure
to satisfy these requirements may cause a delay in the implementation schedule.
• System implementation worksheets must be completed and returned to DDSI's
Systems Integration group (ATTN Dave Airy) by ____/_/00
♦ User Groups Definition Worksheet
♦ User Definition Worksheet
♦ Folder Definition Worksheet
♦ Item Definition Worksheet
♦ Server Definition Worksheet
• Lubbock Police Department will need to order all system hardware and 3`d
party software will have it available to DDSI's System Integration group for
staging and installation.
DDSI will need to be provided with the proper ODBC drivers required to connect with
the RMS database.
• Remote dial -in connectivity will need to be established with the RMS system.
• DDSI will need to be supplied with "TWO" network drive letters that can be used by
the
SI -3000 application (L & M are preferred).
• DDSI will need a diagram of the Lubbock Police Department's network.
City of Lubbock & DDSI Agreement
November 8, 2000
Page 48
• Discussions must be had regarding possible connectivity options between the
workstations, NT Server and host.
• DDSI will need to be provided with an administrative password that will allow SI -3000
to attach to the RMS database.
• DDSI will need samples of all required hard copy output by _/_/00.
• All workstations that will be set-up for image capture, document scanning or image
access will need to be identified before installation.
• Prior to _/ /00, the background/wall of the capture area will need to be painted with
the 18% gray paint.
• Prior to _/_/00 network connectivity must be available all areas where image
capture, documents scanning and image access will be completed.
System Installation and Training
DDSI will provide all professional services necessary to install the photo imaging system
and train the appropriate personnel. DDSI will produce a project installation time line that
will satisfy Lubbock Police Department's expectations. The estimated scope of effort is
outlined below.
4 days Week of _/ /00 Hardware staging (On -Site)
8 days Week of _/_/00 Server installation
Deployment of photo capture workstation
(cabinet, PC workstation, camera, printer)
Deployment of document scanning workstation
(PC workstation & scanner)
System Training
(System administration, Output generator, Image
capture, Image access)
*See attached training outline.
This training includes system administration, image capture and image access. Please
refer to the
SI -Training Outline for a detailed listing of items covered in each training class. Below are
the class descriptions and duration.
System Administration
Output Generator
Photo Image Capture
Document Scanning/QA
Image Access
One Six hour session
One two hour session
One two hour session
One three hour session
One two hour session
City of Lubbock & DDSI Agreement
November 8, 2000
Page 49
Two persons per class
Two persons per class
Three persons per class
Four persons per class
Four persons per class
*Photo Capture, Document Scanning/AQ and image access sessions are designed using
a train -the -trainer strategy.
Photo Output
DDSI has agreed to provide Lubbock Police Department with the following photo output.
All output will be available from any SI -3000 workstation.
• Front and side view of mug shot with description (Name & ID #).
• Front view of mug shot with description (Name & ID #).
• Line-up options for viewing and printing 6, 8 or 12 images.
*Training will be provided that will educate the system administrator on the
procedures of creating new output formats.
Proposed Project Timeline
_/_/00
DDSI receives system order
_/_/00
—F-100
DDSI creates invoice for system order
DDSI receives initial payment (100% hardware & 50% software)
_/_/00
DDSI orders all system hardware
_/_/00
Lubbock Police Department Orders System Hardware and 3rd party
software
_/_/00
DDSI on site for staging of Hardware
_/_/00
—F-100
Hardware staging begins
Hardware staging completed
_/_/00
Hardware shipped installation site
_/_/00
Server implementation, connectivity testing
_/_/00
System training begins (System Administration, Photo capture, Document
scanning & Image access).
_/_/00
System Go -live
_/_/00 Payment for remaining software, professional services, conversion services
and all related implementation expenses.
Project Manager
Network Administrator
DDSI Installer
City of Lubbock & DDSI Agreement
November 8, 2000
Page 50
Resolution No. 2000—RO448
EXHIBIT C
Hardware List and Hardware Specifications
City of Lubbock & DDSI Agreement
November 8, 2000
Page 51
HARDWARE LIST AND HARDWARE SPECIFICATIONS
DDSI Deliverable Hardware Components: # of Units
Photo Capture Hardware:
Image Capture Board (PCI) 2
Camera Cable 2
Printers:
Magicard Turbo Flip PVC Printer (2 Sided)
Consumables Options:
Printer/Badging Supplies
PVC Cards 3.375" x 2.125" (1000 cards) 1
PVC ID Badge Supplies (2 Sided Printer)
Magicard Turbo Flip Starter Kit 1
YMCKOK Dye Film (qty 2-19 rolls) 200 images/roll 5
Printers
Magicard Turbo Flip (2 Sided)
Specifications
Print Speed YMCKO (single sided) About 20 seconds per card
Print Speed YMCKO/Resin Black (double sided) Less than 30 seconds per card
Image Memory 1 6 M b
Software Supplied with Windows and Windows NT driver software
Built-in Security Features UltraSecure TMovercoat anti -forgery protection included as a driver
selected option. Custom logos and
higher security is available when used with the optional UltraSecureTm key . Cards can
alternatively be
protected using a 1 mil (0.0254mm) polyester overlaminate with or without a hologram type
device
when the optional UltraShieldTM laminator is used
Wa r r a n t y 12 months (In North America and the EEC, the Turbo Flip comes bundled with one
years UltraCover plus'*""
enhanced warranty which includes full printhead coverage and free loaner service)
D I m e n s i o n s 6.4" H x 10" W x 18.3" D (1 63mm H x 254mm W x 465mm D)
Wei ght25.3lbs(11 .5kg)
C o I o r Pearl gray standard - other colors by special order
Print Method Dye Sublimation
R e s o I u t i o n 300 dpi (11.8 dots/mm)
Card Size ISO Standard CR -80
Card Thickness 0.020 inches to 0.051 inches (0.5mm to 1.3mm)
Card Material PVC or PVC/polyester sandwich with PVC surface suitable for dye sub -printing
Card Capacity 100 cards 0.030 inches (0.76mm)
Print Length (Standard) 948 pixels (82mm)
Print Length (Full Bleed) 984 pixels (85.6mm)
Print Width (Standard) 596 pixels (50.5mm)
Print Width (Full Bleed) 642 pixels (54mm)
Printer Interface IEEE standard 1284-1994 compatible (Centronics) parallel port
City of Lubbock & DDSI Agreement
November 8, 2000
Page 52
Power Source Internal Power Supply 100-120v AC and 200-240v AC, 47-631-lz
Operating Te m p e r a t u r e 50°F to 85°F (10°C to 30°C)
Operating Environment Sheltered office environment
SafetyCEcertified- ULIisted
E m i s s i o n s EN 50-081-1 and EN 50-082-1
C o m p a t i b i I i t y FCC pt 15 curve A(USA) & CSA108.8 curve A (C a n a
PVC ID Badge Supplies (2 Sided Printer)
Magicard Turbo Flip Starter Kit - Includes 1 roll of UR8 YMCKOK Dye Film, 1 parallel
cable, 1 cleaning kit
PVC Cards 3.375" x 2.125" (1000 cards)
Photo Capture Hardware
2 -Image Capture Board (PCI)
Specifications
Video Inputs
NTSC and Pal Selectable inputs
RGE Composit, S -Video and YUV software selectable
Mutlitple Video Inputs (1) RGB, (6) Composite, (3) S -video, (2) YUV (7) RS-
170/CCIR
1/0 Control
Optically Isolated Flash Interface Trigger
General Purpose TTL Input/output triggers
Integrated Serial Port for camera or external device control
12 Volt DC fused power output, resettable and on/off control
Asynchronous vertical camera reset
Software
MS Windows 3.1, 95, NT (3.51 and 4.0), and OX/2 Warp Display Drivers
MS Windows MCI Driver (16 and 32 bit versions)
TWAIN Driver (16 and 32 bit versions)
Video for Windows Driver FPGTM Video Capture Application (16 and 62 bit
versions)
Media Cybernetics ImagePro Plus 1.3 2.0 and 3.0 Drivers
Easy Installation Software
Extensive Software Developers Toolkit available with complete DLLs and sample
applications with source code
Video Decoder
Accepts NTSC, PAL Composite, S -Video, RGB, YUV, RS -170 and CCIR video
Genlocks to any NTSC/PAL video source including cameras, VCRs, laser disks
and still video players
24/16/15/8 bit per pixel video digitizing
Square pixel digitizing resolutions for NTSC (640x480) and PAL (760x570)
Digital control of offset, gain, brightness, contrast, hue and saturation
City of Lubbock & DDSI Agreement
November 8, 2000
Page 53
EEProm for storing configuration and calibration settings
Frame Buffer Memory
2 MB or 4 MB MDRAM shared between VGA and Video
Linear or paged mode, memory mapped RGB or YUV video frame buffer
Pixel formats, 888 (16.8 million colors) 565 (65000 colors), 555 (32000 colors) 8
(256 level gray scale)
Video Scaling Processor
Unparalleled still video frame capture quality
Smooth high-quality interpolated scaling is performed on video in x (horizontal)
and Y (vertical) directions
Video window size from 16x16 to 760x570
Supports hardware cropping and panning
PC Mapped control registers
Display resolutions
l600xl200x8bpp — 256 gray scale
1280x1024x16bpp — 65000 and 32000 colors
1024x768x24bpp — 16.8 million colors
800x600x24bpp - 16.8 million colors
640x48Ox24bpp - 16.8 million colors
2 -Camera Cable -25 PIN to 9 PIN RGB — 10'
City of Lubbock & DDSI Agreement
November 8, 2000
Page 54
Resolution No. 2000—RO448
EXHIBIT D
Implementation Plan
The Implementation Plan is incorporated in the Statement of Work included in
exhibit B — Correspondence.
City of Lubbock & DDS( Agreement
November 8, 2000
Page 55
Resolution No. 2000-RO448
EXHIBIT E
Imaging Platform — To match DDSI Minimum
Specifications
City of Lubbock & DDSI Agreement
November 8, 2000
Page 56
Resolution No. 2000—RO448
EXHIBIT F
Hardware Sites
City of Lubbock & DDSI Agreement
November 8, 2000
Page 57
Hardware Sites
1. Server Location: Information Technology'"
Police "DEC' System Room
916 Texas Ave.
Lubbock, TX
2. Capture Station 1 Lubbock Police Department ***
Detention Facility
1015 9th St.
Lubbock, TX
3. Capture Station 2 Lubbock County Sheriff's Office
County Jail Booking Room
811 Main St.
Lubbock, TX
**Locations1 and 2 are in the
same building
City of Lubbock & DDSI Agreement
November 8, 2000
Page 58
Resolution No. 2000—RO448
EXHIBIT G
DDSI Supplied Hardware and Software Documentation
List
City of Lubbock & DDSI Agreement
November 8, 2000
Page 59
HARDWARE AND SOFTWARE DOCUMENTATION
Printers
Magicard Turbo Flip (2 Sided) — Provided with Printer by manufacturer
Photo Capture Hardware
2 -Image Capture Board (PCI) - provided with board by manufacturer
SI -Client View Site License — Provided on-line
Si -Web Based Server Module — Provided on-line
SI -Admin Server — Provided on-line
Menu Maintenance
Security Maintenance
SQL Engine
SI -Photo Imaging Server — Provided on-line
Multi Image Display
Interactive Photo Import (Digital & TWAIN)
Photo Capture Workstation
SI -Photo Output Module
SI-EFM Server (Electronic Folder Management) — Provided on-line
Folder Maintenance
Batch QA, Indexing & Release
Interactive Scanning
Interactive Import (TIFF, JPEG, WORD, EXCEL)
SI-EFM Batch Scan/QA — Provided on-line
SI -Archive Server — Provided on-line
Mass Storage Manager
City of Lubbock & DDSI Agreement
November 8, 2000
Page 60
Resolution No. 2000—RO448
L:" -UI= ]
Training
City of Lubbock & DDSI Agreement
November 8, 2000
Page 61
SI -3000 Training Outline
SI -Server (System Administrator(s))
Setting System Defaults
System Security
User & User Group Maintenance
Adding Groups & Users
Modifying Groups & Users
Deleting Groups & Users
Parameter Maintenance
Adding Parameters
Modifying Parameters
Deleting Parameters
SQL Catalog Maintenance
Adding New ODBC Databases
Defining Data Elements
Creating Calculations
Creating Joins
SQL Query Maintenance
Understanding SQL Query Components
Accessing SQL Catalog
Building Selects (Results)
Building Wheres (Prompts)
Selecting System Controls
Creating SQL Queries
Modifying SQL Queries
System Menu Item Maintenance
Adding Menu Items
Setting Menu Item Security
Attaching SQL Items
Modifying Menu Items
Deleting Menu Items
System Menu Page Maintenance
Adding Menu Pages
Setting Menu Page Security
Attaching Menu Items
Modifying Menu Pages
Deleting Menu Pages
City of Lubbock & DDSI Agreement
November 8, 2000
Page 62
SI -Photo Output Generator (Systems Administrator(s))
Setting Output Template Size Specifications
Linking Output with SQL Queries
Primary Query
Detail Query
Adding Information to the Output Template
Static Text
Static Image
Lines and Boxes
Database Fields
Stored Images (ie. mug shots, tattoos)
Bar Code
Blank Text Entry Area
Saving Output Template
Preview Output (With Data and Images)
Modifying Output Template
SI -Client Viewer (End -User Trainer)
Logging Onto SI -3000
Desktop Icon
System Tray Icon
System Menu Generation
SI -3000's Help Documentation
Navigating SI -3000's Menus Pages
SI -3000's Criteria Entry Screen
Selecting/Inputting Information
Prompts
Prompt Ranges
Select Value
Select Value Range
Setting "OR" Values
Modifying. Selected Criteria
Deleting Selected Criteria
Getting Count
City of Lubbock & DDSI Agreement
November 8, 2000
Page 63
Viewing Data
Generating Line-up
Canceling/Returning To Menu Page
SI -3000's Data Grid
Selecting/Opening Folder Viewer (Electronic File Folder)
Generating Line-up
Return To Criteria Screen
SI -3000 Folder Viewer
Menu Buttons
Index Tree Icons
Right Click Options
Selecting and Viewing images
Image Manipulation
Zoom
Reduce
Fit to Page
Rotate
Panning
Enlarge Area
Printing
Selecting New Image
Selecting From Index Tree
Next Image Button
Adding Image Space
Selecting Image
Modify Image Layout
Vertical Display
Horizontal Display
2 X 2 Display
Mark and Print Functions
Image Import Functions
From a File
Scanning
Live Video Capture
Export Image Functions
City of Lubbock & DDSI Agreement
November 8, 2000
Page 64
Edit Image Information
Item Tag
Index Tag
Image Date
Item Notation
Delete Image
System Notes
Image, Notes
Image Notations
Selecting Next File Folder
Return To Data Grid
Return To Criteria Selection Screen
Return To Menu Page
SI -Photo Capture (End -User Trainer — for Intake/Processing Personnel)
The SI -Photo Capture routine is integrated into the SI -Folder Viewer. Any person who
will perform the image capture functions will receive the training outlined in the SI -Folder
Viewer section. In addition to the above-mentioned training the will receive the following
additional training.
Initiating The Photo Capture Process (Camera Button)
Adjusting Camera Settings
Brightness
Contrast
Hugh
Bulls -eye Position
Camera Zoom
Camera Focus
Selecting Photo Type
Using the Bulls -eye to Position Image
Freezing the Image
Taking a Second Image
City of Lubbock & DDSI Agreement
November 8, 2000
Page 65
Saving an Image
Creating an Image Notation
Deleting an Image
Editing Image Information
Item Tag
Index Tag
Image Date
Image, Notation
City of Lubbock & DDSI Agreement
November 8, 2000
Page 66
Resolution No. 2000—RO448
EXHIBIT 1
Final Acceptance Test Plan
City of Lubbock & DDSI Agreement
November 8, 2000
Page 67
Agency
Name:
Installation Date:
Installer:
SI -3000 Installation Acceptance Document
(Please print)
Client
(Please print)
HARDWARE
All system hardware as identified in the S1-3000 Systems Quotation has been received
and has been successfully implemented.
Installer
Client
SOFTWARE
All system software as identified in the SI -3000 Systems Quotation has been received
and has been successfully implemented.
Installer
Client
IMAGE CONVERSION
The image conversion has been completed and the converted images are available for
access through the SI -3000 product.
Installer
Client
SYSTEM TRAINING
The following SI -3000 system software modules have been successfully implemented
and appropriate System Administration and End -User training had been provided.
SI -3000 System Administration
Installer
SI -Photo Output Generator
Installer
SI -Client Viewer
Installer
Client
Client
Client
City of Lubbock & DDSI Agreement
November 8, 2000
Page 68
SI-EFM Batch Scanning & QA
Installer
SI -Photo Capture
Installer
Client
Client
Total Days of Installation and Training Provided
Open Installation Issues
Responsibility: DDSI Client
2.
Responsibility: DDSI Client
3.
Responsibility: DDSI Client
a
Responsibility: DDSI Client
5.
Responsibility: DDSI Client
C:1
City of Lubbock & DDSI Agreement
November 8, 2000
Page 69
Responsibility: DDSI Client
7.
Responsibility: DDSI Client
Responsibility: DDSI Client
Responsibility: DDSI Client
City of Lubbock & DDSI Agreement
November 8, 2000
Page 70
Resolution No. 2000-80448
EXHIBIT J
DDSI Software Maintenance Agreement
City of Lubbock & DDSI Agreement
November 8, 2000
Page 71
SOFTWARE MAINTENANCE AGREEMENT
THIS AGREEMENT relates to and is part of a LICENSE AGREEMENT ("LICENSE
AGREEMENT") between DIGITAL DESCRIPTOR SYSTEMS, INC. ("DDSI") and Lubbock TX
Police Department. Capitalized terms not defined herein shall have the same meanings as in
the LICENSE AGREEMENT.
COVERAGE_
Subject to the terms hereof, DDSI will provide support services as described in Section 2
(the "Support Services") to JURISDICTION for the LICENSED SOFTWARE set forth in Exhibit
B to the LICENSE AGREEMENT.
2. SUPPORT SERVICES. SUPPORT SERVICES include:
(a) "STANDARD SUPPORT SERVICES", which consist of consultations, assistance
and similar SUPPORT SERVICES by telephone in connection with the use and operation of the
Licensed Software;
(b) "EXTENDED EMERGENCY SUPPORT SERVICES", which extend Support
Services to non -business hours and days;
(c) "ANNUAL MAINTENANCE", which includes providing to JURISDICTION Updates
and Upgrades to the LICENSED SOFTWARE that DDSI in its discretion makes available and
new and/or revised versions of the applicable operator's guides;
(d) "PERSONNEL TRAINING SERVICES", at JURISDICTION's facility for
JURISDICTION's personnel to learn and understand the LICENSED SOFTWARE; and
(e) "PROGRAMMING SERVICES", which includes programming analysis at DDSI's
facility or other location selected by DDSI, including JURISDICTION's facility.
3. EXCLUSIONS. DDSI shall have no obligation under this Agreement to support:
(a) altered, damaged or modified LICENSED SOFTWARE or any portion of the
LICENSED SOFTWARE incorporated with or into other software;
(b) LICENSED SOFTWARE not supplied by DDSI;
(c) LICENSED SOFTWARE problems caused by JURISDICTION's negligence, abuse or
misapplication, use of the LICENSED SOFTWARE other than as specified - in the
DOCUMENTATION or other causes beyond the control of DDSI;
(d) LICENSED SOFTWARE installed on any hardware that exceeds the number of
workstations purchased as identified in Exhibit B to the LICENSE AGREEMENT; or
(e) hardware -related problems. Further, DDSI shall have no obligation to provide
EXTENDED EMERGENCY SUPPORT SERVICES, ANNUAL MAINTENANCE, PERSONNEL
TRAINING SERVICES or PROGRAMMING SERVICES, unless such services are purchased at
the rates set forth in Section 4. JURISDICTION shall be responsible for registering with all
manufacturers applicable warranty cards for the LICENSED SOFTWARE.
4. FEES AND PAYMENT. JURISDICTION shall pay DDSI the applicable fees as set forth
below for the services provided:
(a) "STANDARD SUPPORT SERVICES". Provides toll-free telephone SUPPORT
SERVICES by DDSI's Help Desk during the normal business hours of 8:30 a.m. to 5:00 p.m.
(EST or EDST, as applicable Monday through Friday, except holidays. Includes service for
Updates and Upgrades to the LICENSED SOFTWARE — reflects 90 day Warranty.
$11,411.25 per year
(b) "EXTENDED EMERGENCY SUPPORT SERVICES". DDSI will make every
attempt to work with the JURISDICTION during hours not covered under the "STANDARD
SUPPORT SERVICES" at the cost of $125.00 per hour.
(c) "ANNUAL MAINTENANCE". $11,411.25 per year
(d) "ADDITIONAL SERVICES". ADDITIONAL SERVICES are provided at the
following rates, which are guaranteed for the initial term of this AGREEMENT. Such rates do
not include travel and living expenses, which will be billed to JURISDICTION for payment within
thirty (30) days of receipt of DDSI's invoice.
Services
Personnel Training Services $1000 per day
Programming Services $125 per hour
(e) "PAYMENT".
(i) Payment of the annual fees for STANDARD SUPPORT SERVICES, and
ANNUAL MAINTENANCE shall be made prior to the commencement of the initial term or the
subsequent annual term to which they relate, as applicable to the AGREEMENT.
(ii) Charges for PERSONNEL TRAINING SERVICES, EXTENDED
EMERGENCY SUPPORT SERVICES and PROGRAM -MING SERVICES which may be
provided pursuant to this AGREEMENT shall be paid by JURISDICTION within thirty (30) days
of receipt of DDSI's invoice.
(iii) In the event that JURISDICTION fails to make payments pursuant to this
Section 4, and such payment is not received within ten (10) days of such payment date, DDSI
may, at its option, cancel or suspend the provision of any services or products to
JURISDICTION, whether pursuant to this or any other agreement between DDSI and
JURISDICTION, until such charges have been paid. If DDSI decides, at its option, to reinstate
City of Lubbock & DDSI Agreement
November 8, 2000
Page 73
this AGREEMENT, JURISDICTION must first pay DDSI any fees due and, at DDSI's option,
DDSI's current reinstatement charge (currently the unpaid pro -rata portion plus 15% fee).
5. TERM AND TERMINATION. This AGREEMENT shall commence on ,
20 and shall continue for an initial one-year term. The AGREEMENT shall automatically
be extended for an additional one-year term. Either party may terminate the AGREEMENT at
the end of the initial term or at the end of any succeeding term by giving written notice to the
other party at least thirty (30) days prior to the end of such term. Notwithstanding the foregoing,
DDSI may change the fees payable under the AGREEMENT at the end of the initial and each
succeeding one-year term by giving written notice to JURISDICTION within thirty (30) days prior
to the end of the term. In such case, JURISDICTION shall have the right to terminate this
AGREEMENT by giving written notice to that effect prior to the effective date of the new term.
6. LIMITATION OF LIABILITY. DDSI's liability for damages from any cause of action
whatsoever relating to DDSI's agreement to provide services hereunder shall be limited to the
amount paid by JURISDICTION for such services for the applicable year. DDSI's liability shall
be further limited as provided in the LICENSE AGREEMENT.
THESE TERMS AND CONDITIONS CONSTITUTE A SERVICE CONTRACT AND NOT
A PRODUCT WARRANTY. THE LICENSED SOFTWARE AND ALL MATERIALS RELATED
TO THE LICENSED SOFTWARE ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET
FORTH IN THE LICENSE AGREEMENT. THIS AGREEMENT IS A PART OF THE LICENSE
AGREEMENT AND DOES NOT CHANGE OR SUPERSEDE ANY TERM OF THE LICENSE
AGREEMENT.
DIGITAL DESCRIPTOR SYSTEMS, INC. CITY OF LUBBOCK
In
Michael R Ott, Vice President
Windy Sitton, Mayor
Kathie Darnell, City Secretary
City of Lubbock & DDSI Agreement
November 8, 2000
Page 74
Resolution No. 2000—RO448
EXHIBIT K
DDSI ESCROW AGREEMENT
City of Lubbock & DDSI Agreement
November 8, 2000
Page 75
LICENSE AGREEMENT
THIS AGREEMENT made this day of ,2 is by and between
DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation ("DDSITM")
and a jurisdiction organized under the laws of the state of
WITNESSETH
WHEREAS, DDSITM has developed certain software and application systems more fully
described herein, known as the SI3000e Imaging System ("SI30000"); and
WHEREAS, the parties hereto have agreed on the terms and conditions under which
DDSITM will license the System to JURISDICTION, provide ongoing support and maintenance,
and sell to the JURISDICTION certain peripherals.
WHEREAS, the parties wish to set forth the terms and conditions of the AGREEMENT:
NOW, THEREFORE, for and in consideration of the mutual promises herein. contained
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
1. DEFINITIONS.
The following terms as defined below are used throughout this AGREEMENT:
(a) "SI3000°i: The current version of DDSITM standard and development application
software package(s) (in machine readable "object" code) listed on Exhibit A. "Development"
Software includes application software currently under development by DDSITM which, if
applicable, may be completed and delivered to JURISDICTION during the term of this
AGREEMENT.
(b) "UPDATES": Any revised and/or corrected versions of SI3000e provided under
this AGREEMENT;
(c) "UPGRADES": Any enhanced and/or improved versions of SI30000 provided
under this AGREEMENT and released after the execution of this AGREEMENT.
(d) "SI30008 HARDWARE": The various computer hardware and peripherals
provided under this AGREEMENT for use with the LICENSED SOFTWARE, as set forth in
Exhibit A:
(e) "LICENSED SOFTWARE": SI30000 provided under this AGREEMENT.
LICENSED SOFTWARE shall not include any operating systems such as DOS, Windows.
LICENSE - 10/3 1/00
Novell, Banyan Vines Local Area Networks, Wide Area Networks, PC Support, RUMBA or any
other operating systems or related software.
(f) "DOCUMENTATION": Specifications for the Licensed Software, pre -installation
instruction documents, user manuals and other written or electronic instructions (such as product
bulletins) related to the use of the LICENSED SOFTWARE.
(g) "AUTHORIZED COPIES": Unless DDSITM consents in writing to the creation of
additional copies, the only authorized copies of the LICENSED SOFTWARE and DOCUMEN-
TATION are the two (2) copies of each application software package as defined in this
Paragraph. They are:
(i) the single copy of the LICENSED SOFTWARE in machine readable
"object" code, and the single copy of the related DOCUMENTATION delivered by DDSITM
under this AGREEMENT; and
(ii) a second copy made by JURISDICTION as authorized in Section 2(a) of
this AGREEMENT for emergency processing needs only.
(h) "LICENSED PRODUCTS": The LICENSED SOFTWARE, the DOCUMEN-
TATION and the AUTHORIZED COPIES of the foregoing.
(i) "CUSTOMER LIAISON": A responsible person employed and assigned by
JURISDICTION to act as liaison between JURISDICTION and DDSITM for the duration of this
AGREEMENT. The responsibilities and requirements of the CUSTOMER LIAISON are further
set forth in Section 10(a) of the AGREEMENT. The CUSTOMER LIAISON assigned by
JURISDICTION shall be identified in writing by JURISDICTION to DDSITM within ten (10)
days of the execution of this AGREEMENT.
0) "SMA": The DDSITM Software Maintenance Agreement as set forth in Exhibit C.
(k) "CONFIDENTIAL INFORMATION": Information disclosed or obtained by one
party in connection with, and during the term of this AGREEMENT and designated as
"CONFIDENTIAL" by the party claiming confidentiality at the time of disclosure. CONFIDEN-
TIAL INFORMATION shall not mean any information which was previously known to the other
party without obligation of confidence or without breach of this AGREEMENT, is publicly
disclosed either prior or subsequent to the other party's receipt of such information, not as a
result of the other party or its employees or agents, or is rightfully received by the other party
from a third party lawfully in possession of such information without obligation of confidence.
LICENSE -10/31/00 2
2. GRANT OF LICENSE.
(a) DDSITM grants to JURISDICTION and JURISDICTION accepts, a personal, non-
exclusive and non -transferable right and license to use the LICENSED PRODUCTS on the
COMPUTER. JURISDICTION represents and warrants and agrees that the LICENSED
PRODUCTS shall be used only on the COMPUTER and only by and for the benefit of
JURISDICTION. The LICENSED PRODUCTS shall be supplied by DDSITM to
JURISDICTION, with the LICENSED SOFTWARE on disks or other storage media. DDSITM
authorizes JURISDICTION to create one copy of the LICENSED SOFTWARE and
DOCUMENTATION, to be used only for emergency processing needs.
(b) JURISDICTION shall identify in writing the serial number of the COMPUTER
within ten (10) days of receipt of the COMPUTER or within ten (10) days of execution of this
AGREEMENT, whichever is later.
3. TERM.
This .AGREEMENT is effective from the day JURISDICTION first receives the
LICENSED PRODUCTS from DDSITM, and shall continue to end of fiscal year , unless
this AGREEMENT is terminated in accordance with Section 12. This AGREEMENT will
automatically be extended for additional one-year terms unless JURISDICTION notifies DDSITM
in writing thirty (30) days prior to the expiration of the initial term or any renewal term that it
does not wish to renew this AGREEMENT.
4. DELIVERY AND ACCEPTANCE.
(a) DELIVERY. DDSITM will deliver to JURISDICTION one copy of the
LICENSED SOFTWARE in object code form, one copy of the DOCUMENTATION and the
SI3000° HARDWARE set forth in Exhibit A.
(b) SI3000° HARDWARE. Each item of the SI30000 HARDWARE, as set forth in
Exhibit A, shall be deemed to be accepted by JURISDICTION upon the earlier of the following
to occur:
(i) JURISDICTION provides written notice of acceptance, or
(ii) ten (10) days after receipt of the SI30000 HARDWARE by
JURISDICTION.
(c) LICENSED SOFTWARE. DDSITM shall install the LICENSED SOFTWARE on
the COMPUTER. Within thirty (30) days after installation of the LICENSED SOFTWARE,
JURISDICTION shall evaluate the LICENSED SOFTWARE and, «vithin such 30 -day period,
either
(i) confirm in writing to DDSITM that the LICENSED SOFTWARE substantially
LICENSE -10/31!00 3
conforms with the specifications set forth in the DOCUMENTATION, or
(ii) notify DDSITM in writing that the LICENSED SOFTWARE does not
substantially conform with the specifications set forth in the DOCUMENTATION and
provide DDSITM with sufficient written detail to allow DDSITM to readily reproduce the
problems at its facility. DDSITM will use reasonable efforts to correct the deficiencies.
(d) The LICENSED SOFTWARE will be deemed accepted upon the earliest of the
following to occur:
(i) JURISDICTION provides notice of acceptance;
(ii) JURISDICTION uses the LICENSED SOFTWARE; or
(iii) thirty (30) days after the installation of the LICENSED SOFTWARE, if
JURISDICTION has not notified DDSITM that the LICENSED SOFTWARE does not
substantially conform to the specifications set forth in the DOCUMENTATION, or ten
(10) days after receipt and installation of the corrected LICENSED SOFTWARE, if
JURISDICTION has notified DDSITM that the LICENSED SOFTWARE does not
substantially conform to the specifications set forth in the DOCUMENTATION.
5. PAYMENT.
Payment for the license of the LICENSED SOFTWARE and the purchase of the SI30003
HARDWARE shall be made in U.S. Dollars on the following schedule:
(a) One-half upon issuing the Purchase Order;
(b) One-half within 30 days of Installation
(c) Hardware payment must be made within 30 days of staging.
(d) Staging, Installation and Training are due at the time of Installation.
Sales, use, duty and other taxes, other than income taxes imposed on DDSITM, if any,
shall be the responsibility of JURISDICTION. If such tax is imposed upon DDSITM,
JURISDICTION hereby agrees to immediately reimburse DDSITM for such expense.
6. OWNERSHIP.
JURISDICTION acknowledges and agrees that DDSITM shall retain title to and
ownership of, and all property rights with respect to, the LICENSED PRODUCTS and the
AUTHORIZED COPIES, whether or not incorporated into or with other software. This license
does not constitute a sale of the LICENSED PRODUCTS or any portion or copy of them.
JURISDICTION shall obtain no right, title or interest in the LICENSED PRODUCTS by virtue
LICENSE 40/31/00 4
of this AGREEMENT other than the non-exclusive right to use the LICENSED PRODUCTS as
set forth herein.
7. SUPPORTIMAINTENANCE OF THE LICENSED SOFTWARE
(a) . DDSITM shall provide telephone consultation and assistance for program
corrections and maintenance for the LICENSED SOFTWARE at no additional charge for a
period of ninety (90) days after the date the LICENSED SOFTWARE is installed. Provided that
JURISDICTION is not in default of its obligations to DDSITM, JURISDICTION may elect to
enter into a Software Maintenance Agreement ("SMA") with DDSITM in the form attached hereto
as Exhibit C. The SMA will be for an initial one-year term at fees specified in the SMA, and
shall automatically be extended for additional one-year terms, at the fees specified in the SMA.
Either party may terminate the SMA at the end of the initial term or at the end of any succeeding
term by giving written notice to the other party at least thirty (30) days prior to the end of such
term. Notwithstanding the foregoing, DDSITM may change the fees payable under the SMA at the
end of the initial and each succeeding one-year term by giving notice to JURISDICTION within
thirty (30) days prior to the end of the term. In such case, JURISDICTION shall have the right to
terminate the SMA by giving written notice to that effect prior to the effective date of the new
term.
(b) If DDSITM elects to make Updates or Upgrades to the LICENSED SOFTWARE,
such Updates or Upgrades shall be provided solely in accordance with the SMA. Absent such
SMA, DDSITM shall have no obligation to provide JURISDICTION with available Updates or
Upgrades to the LICENSED SOFTWARE.
8. REPRESENTATIONS AND WARRANTIES OF DDSITM
DDSI warrants to JURISDICTION that, at the time of the installation of the LICENSED
SOFTWARE and for ninety (90) days thereafter, the LICENSED SOFTWARE shall
substantially conform to the specifications set forth in Exhibit A. JURISDICTION's sole remedy
for breach of this warranty shall be the prompt repair or replacement of the necessary item by
DDSITM at the expense of DDSITM.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING,
CUSTOM, USAGE OR OTHERWISE. EXCEPT AS SPECIFIED IN THIS PARAGRAPH,
DDSITM SHALL NOT BE LIABLE TO JURISDICTION OR TO ANY OTHER PARTY WHO
RELIES ON INFORMATION GENERATED BY JURISDICTION FROM THE
INSTALLATION, USE. SUPPORT OR PERFORMANCE OF THE LICENSED SOFTWARE
UNDER ANY SECTION OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS
LICENSE -10/3100
IN EXCESS OF THE AMOUNTS PAID THEREFORE UNDER THIS AGREEMENT BY
JURISDICTION OR FOR LOST DATA OR THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, AND IN NO EVENT SHALL
DDSITM SUFFER ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES.
9. INDEMNITY.
(a) DDSITM at its own expense will defend any action brought against
JURISDICTION to the extent that it is based on a claim that the LICENSED PRODUCTS
infringe any patents, copyrights, license or other property right, provided that DDSITM is notified
in writing within ten (10) days of such claim and gives DDSITM full information and assistance in
connection therewith. DDSITM shall have the right to control the defense of all such claims,
lawsuits and other proceedings. In no event shall JURISDICTION settle any such claim, lawsuit
or proceeding without DDSI's prior written approval.
(b) If, as a result of any claim of infringement against any patent, copyright, license
or other property right, JURISDICTION is enjoined from using the LICENSED SOFTWARE, or
if DDSITM believes that the LICENSED SOFTWARE is likely to become the subject of a claim
of infringement, DDSITM at its option and expense may procure the right for JURISDICTION to
continue to use the LICENSED SOFTWARE, or to replace or modify the LICENSED
SOFTWARE so as to make it non -infringing. If neither of these two options is reasonably
practicable, DDSITM may discontinue the license granted herein on thirty (30) days' written
notice and refund to JURISDICTION the un -amortized portion of the license fees hereunder
(Based on four years straight line depreciation; such depreciation to commence on the date of
this AGREEMENT). The foregoing states the entire liability of DDSITM with respect to
infringement of any copyrights, patents or other proprietary rights in the LICENSED
SOFTWARE or any parts thereof.
10. REPRESENTATIONS AND WARRANTIES OF JURISDICTION.
(a) JURISDICTION shall provide the management interface and support necessary to
successfully complete the installation of the SI30000 HARDWARE and the LICENSED
SOFTWARE. Specifically, JURISDICTION shall assign a responsible person to serve as the
CUSTOMER LIAISON. The CUSTOMER LIAISON shall be a systems administrator
proficient in computer systems, who is capable of operating and managing these systems and is
capable of training others to do so. In the event JURISDICTION must replace the CUSTOMER
LIAISON, because of an employee termination or at DDSI's request, JURISDICTION is required
to assign a new CUSTOMER LIAISON within thirty (30) days of the termination or request.
DDSITM is not responsible for any delay caused directly or indirectly by the reassignment of the
CUSTOMER LIAISON. In addition to other liaison activities, the CUSTOMER LIAISON shall:
(i) Be responsible for obtaining responses to all of DDSI's requests for
information:
LICENSE -10/31100 6
(ii) have authority to sign for and obligate JURISDICTION to any changes
relating to design, cost and delivery dates; and (iii) have authority to sign Receipt of Hardware
forms and acceptance test documents if requested by DDSITM, evidencing systems performance
of each application of the LICENSED SOFTWARE pursuant to the procedures specified in
Paragraph 4(b).
(b) JURISDICTION shall not assign, sell, sub -license, market, distribute or in any
other way transfer the LICENSED PRODUCTS or any copies thereof to any third parties without
the express written consent of DDSITM.
(c) During the term of the AGREEMENT and for the period of three (3) years after
its termination, JURISDICTION shall not, acting on its own or through any agent: reverse
engineer the LICENSED SOFTWARE, or in any other way attempt to generate the source code
equivalent of the LICENSED SOFTWARE.
(d) JURISDICTION shall not alter or delete any printed or on-screen copyright, trade
secret, proprietary and/or other legal notices contained on or in copies of the LICENSED
PRODUCTS.
11. CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT.
(a) Subject to the requirements of the Freedom of Information Act (FOIA) and/or
other comparable applicable state law, each party shall hold all CONFIDENTIAL
INFORMATION in trust and confidence for the party claiming confidentiality, will treat such
CONFIDENTIAL INFORMATION with the same degree of care as it exercises with regard to
its own confidential information and will not use such CONFIDENTIAL INFORMATION other
than for the benefit of that party. The other party agrees not to disclose any such
CONFIDENTIAL INFORMATION, by publication or otherwise, to any other person or
organization. To the extent JURISDICTION needs to disclose or make available CONFI-
DENTIAL INFORMATION to a person or organization whose services JURISDICTION
requires for purposes of carrying out the terms of this AGREEMENT or as DDSITM otherwise
agrees in writing, JURISDICTION agrees that it shall require the person and/or organization to
execute and deliver to DDSITM prior to disclosure, a Non -disclosure Agreement in the form and
manner as set forth in Exhibit D.
(b) JURISDICTION hereby acknowledges and agrees that all LICENSED
PRODUCTS are CONFIDENTIAL INFORMATION and proprietary to DDSITM.
JURISDICTION agrees, in addition to the foregoing, that it shall implement all reasonable
measures necessary to safeguard DDSITM (or its licensors, as appropriate) ownership of, and the
confidentiality of, its LICENSED PRODUCTS..
12 TERMINATION.
(a) Termination by JURISDICTION:
LICENSE -10/31/00
(i) In the event that the LICENSED SOFTWARE does not perform
substantially in accordance with the specifications set forth in the DOCUMENTATION,
JURISDICTION may at its option terminate this AGREEMENT as follows:
1. JURISDICTION shall give DDSITM ninety (90) days'
advance written notice of its intention to terminate this
AGREEMENT;
2. The Termination Notice shall state the reason for the
termination by providing detailed documentation and
definitions (with examples) of any deficiencies in the
LICENSED SOFTWARE to substantially conform
with the specifications set forth in the DOCUMEN-
TATION;
3. DDSITM shall have ninety (90) days from receipt of said
Notice to correct the deficiencies cited in the Notice in
order to substantially conform with the specifications
set forth in the DOCUMENTATION;
5. At the end of the ninety (90) day period, if such claimed
deficiencies have been corrected, the notice of termina
tion will have no effect and the AGREEMENT will
continue in full force and effect.
(b) Termination by DDSITM:
(i) In the event JURISDICTION fails to make prompt payments to DDSITM
for all invoiced LICENSED SOFTWARE, SI30000 HARDWARE and/or support services, or in
the event JURISDICTION fails to fulfill its responsibilities under this AGREEMENT, DDSITM
may at its option terminate this AGREEMENT as follows:
DDSITM shall notify JURISDICTION in writing of its
intention to terminate this AGREEMENT,
2. The Termination Notice shall specify whether the
termination is for JURISDICTION's failure to make
prompt payment or for its failure to fulfill its
responsibilities;
3. The Termination Notice shall provide details of the
claimed breach or failure;
4. If the cited reason for termination is JURISDIC-
LICENSE -10/31/00 8
TION's failure to fulfill its responsibilities
under this AGREEMENT, JURISDICTION shall
have ninety (90) days from receipt of said notice to
correct any such deficiencies in order to satisfy the
terms of this AGREEMENT;
5. At the end of the ninety (90) day period, if the
claimed breach has been cured or the termination
has been revoked in writing by DDSITM, the notice
of termination will have no effect and the AGREE
MENT will continue in full force and effect.
(c) Termination by DDSITM or JURISDICTION.
(i) Either party shall have the right to terminate the AGREEMENT in the
event the other party:
a. Suspends its business;
b. becomes subject to any bankruptcy or insolvency proceeding under
federal or state statue; or
C. becomes insolvent or becomes subject to direct control by a
trustee, receiver or similar authority.
(d) Obligations Upon Termination.
(i) In the event of termination by either party, DDSITM shall continue to
provide its services, as previously scheduled, through the termination date and JURISDICTION
shall continue to pay all fees and charges incurred through the termination date as provided in
Exhibits A, B, C
(ii) Upon termination, for each application of LICENSED SOFTWARE
provided hereunder, and unless JURISDICTION has fully paid the license fees required under
Exhibit A for the application of LICENSED SOFTWARE in question, JURISDICTION shall
return to DDSITM all copies of the applicable LICENSED PRODUCTS provided to
JURISDICTION under this AGREEMENT.
(e) Survival. The following provisions shall survive the termination of this
AGREEMENT: Sections 1, 5, 6, 8, 9, 10, 11, 17, 18, 20, 21 and 22.
13. SUBSEQUENT RELEASES.
Subsequent releases, if any, of the LICENSED SOFTWARE will be made available for
purchase by DDSITM. JURISDICTION may, but shall not be obligated to, purchase and install
LICENSE -10/31/00 9
any such new releases.
14. RIGHT OF INSPECTION.
DDSITM shall have the right to inspect the LICENSED SOFTWARE at
JURISDICTION'S installation site to determine JURISDICTION's compliance with the terms of
this AGREEMENT. Said inspection shall be limited to JURISDICTION's normal business
hours.
15. SOURCE MATERIAL ESCROW ARRANGEMENT
DDSITM has entered into a Source Code Escrow Agreement with Shuttleworth &
Ingersoll, P.L.C. ("Escrow Agent") of 500 Firstar Bank Building, Cedar Rapids, IA 52401,
telephone 319-365-9461.
Escrow Agent shall hold the Source Code and maintenance Documentation in escrow in
accordance with the terms and conditions of said Agreement for the purposes of providing the
availability of the Source Code, as well as any corrections, changes, modifications and
enhancements to such Source Code, for purposes of access, inspection, duplication and use by
the Licensee if DDSI is unable to provide service or support for the Licensed Programs/Licensed
Materials as provided in such Source Code Escrow Agreement. Licensee agrees to pay an annual
fee of Two Hundred Dollars ($200.00) in order to participate in coverage by said Source Code
Escrow Agreement. In addition, Licensee shall be responsible for all fees or expenses incurred in
assessing, duplicating and/or delivering the Source Code materials under the Source Code
Escrow Agreement, including Escrow Agent Fees, transportation, communication, shipping and
handling costs, applicable at the time of such access, inspection or duplication. A copy of the
Source Code Escrow Agreement will be provided to Licensee in conjunction with the License
Agreement.
16. FORCE MAJEURE.
Neither party shall be considered in default of the performance of its obligations.
hereunder if performance of such obligations is prevented or delayed by an act of God or
government, labor disputes, failures or delay of transportation beyond the reasonable control of
that party.
17. DEFAULT/ATTORNEYS' FEES.
Should either party default in any of the covenants, conditions or terms of this
AGREEMENT, the defaulting party shall pay all costs and expenses, including reasonable
attorneys' fees, which may arise or accrue in connection with the enforcement of this
AGREEMENT.
18. INTEGRATION WITH THE COPYRIGHT ACT.
In addition to all other provisions provided under this AGREEMENT, JURISDICTION
LICENSE -10/31,00
agrees to be bound by and to comply with any and all provisions of the U.S. Copyright Act (the
Copyright Act of 1976, U.S.C. Sections 101-810 [1982]). If a provision of the U.S. Copyright
Act and this AGREEMENT conflict, the more restrictive of the two shall apply. If it cannot be
determined which is the more restrictive, then the provision within this AGREEMENT shall
apply.
19. INDEPENDENT CONTRACTOR STATUS.
The personnel, employees or other representatives of each party shall not in any way be
considered agents or employees of the other party. Each party shall act as an independent
contractor and shall be responsible for the acts of its own employees only. Accordingly, each
party shall be responsible for the workers' compensation coverage of its own personnel. Each
party shall indemnify and hold the other party harmless with respect to any claims or liabilities
for personal injury arising out of its own acts or omissions or those of its officers, employees
and/or agents.
20. NOTICES.
(a) Notice to JURISDICTION shall be deemed effective when sent facsimile, or
registered or certified U.S. Mail, addressed to JURISDICTION as follows:
To:
f
(b) Notice to DDSITM shall be deemed effective when sent facsimile, or registered or
certified U.S. Mail, to the following address (or to any other address so specified by DDSITM):
To DDSITM:
Digital Descriptor Systems, Inc.
2010-F Cabot Boulevard, West
Langhorne, Pennsylvania 19047
Attention: Garrett U. Cohn, President
21. ENTIRE AGREEMENT.
This AGREEMENT is the entire AGREEMENT between the parties superseding all
other communications, written or oral, between the parties relating to the subject matter of this
AGREEMENT. This AGREEMENT may be amended or modified only in writing signed by
both parties.
LICENSE -10/31/00 1 I
22. GOVERNING LAW.
This AGREEMENT shall be governed by the laws of the state of Pennsylvania and shall
be binding on the successors and assigns of the parties.
23. WAIVER
Failure by either party to enforce any provision of this AGREEMENT shall not be
deemed a waiver of that provision or any other provision of this AGREEMENT.
24. HEADINGS.
The section headings which appear herein are included solely for convenience and shall
not be used in the interpretation of this AGREEMENT.
25. ASSIGNMENT .Neither party may assign its rights, duties or obligations under this
AGREEMENT to any person or entity, in whole or in part, without the prior written consent of
the other party.
DIGITAL DESCRIPTOR SYSTEMS, INC.. JURISDICTION
By: _
Title:
LICENSE -10/31100 12
ESCROW ACCESS PROCEDURE AGREEMENT
SECTION 1 - PURPOSE
The purpose of this Agreement is to establish the requirements applicable to
Licensees who may wish to access, inspect and duplicate Source Materials
deposited and stored with Shuttleworth & Ingersoll, P.L.C. ("Escrow Agent") under
an Escrow Agreement dated , ("Escrow Agreement") between
Shuttleworth & Ingersoll, P.L.C. and Digital Descriptor Systems, Inc. ("Licensor").
Adherence to these requirements are necessary to ensure that the Source Materials
will not be misappropriated or damaged in the access process.
SECTION 2 - LICENSE
A perpetual, non -transferable, non-exclusive license to use the Source
Materials listed on Attachment A to this Escrow Access Procedure Agreement for the
sole purpose of assisting Licensee or its agents in the service or support, including
any modifications thereof, of any Licensed Materials, as defined in the Escrow
Agreement, acquired from or licensed by Licensor. Licensee may make and retain
one copy of the Source Materials for each separate address at which it has any
Licensed Material, but shall make no other copies of the Source Materials, except for
archival or backup purposes and shall not remove or alter any copyright notices or
other proprietary rights, legends or trademarks of Licensor affixed to or made a part
of the Source Material. Licensor shall retain title to any modifications to the Source
Material pertaining to any Licensed Materials but Licensee is granted a license to
use such modifications under the terms of this Agreement.
SECTION 3 - PROPRIETARY RIGHTS
Licensee agrees that the Source Material licensed to it under this Agreement
represents confidential information or data constituting a valuable asset and trade
secrets of Licensor and that Licensee by this license obtains no title, rights or other
interest except as provided hereunder to such Source Material which title shall be
retained by Licensor. Licensee agrees on behalf of itself and its employees and
agents not to disclose, duplicate or reproduce such Source Material or permit any
use thereof by any other parties, except to its employees or agents as is reasonably
necessary, without the written consent of Licensor and shall take reasonable steps
to maintain the confidential nature and trade secret status of the Source Materials
and to ensure that its employees and agents shall not directly or indirectly disclose,
duplicate, reproduce or permit any unauthorized use of the Source Materials.
Licensee may use Source Materials to modify any licensed programs previously
licensed to it by Licensor for the sole use of Licensee and not in competition with
Licensor or its successor.
Resolution No. 2000-RO448
SCHEDULE B
SECTION 4 - LIMITATION OF LIABILITY
Licensor shall not be liable to Licensee or other third parties under any claim
regardless of legal basis or responsible for any damages direct, indirect,
consequential or incidental arising out of or in connection with the use of the licensed
Source Materials by Licensee.
SECTION 5 - WARRANTIES
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, GRANTED TO
LICENSEE UNDER THIS AGREEMENT INCLUDING THE IMPLIED WARRANTIES
OF TITLE, INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY.
SECTION 6 - AGREEMENT OF LICENSEE
Licensee agrees to conform to, and instruct its employees and agents to
conform to, the guidelines and requirements as stated in the Source Code Escrow
Agreement and as stated below in connection with any access, inspection or
duplication of Source Materials to the extent permitted by the Source Code Escrow
Agreement or this Escrow Access Procedure Agreement.
SECTION 7 - PROCEDURES
a) Any inspection or duplication will take place at the facility of the
Escrow Agent, Licensor, Licensee or such other location as the parties may agree to
in writing.
b) Original Source Materials shall not be removed at any time from the
Escrow Agent facilities without the consent of the Escrow Agent or from Licensor's
facilities without the consent of Licensor, such consent in either case to not be
unreasonably withheld.
C) Duplication shall be limited to such part of the Source Materials as are
related to any Licensed Materials as defined in the Agreement then owned, leased
or licensed to Licensee. Licensee shall, if requested by the Escrow Agent, provide
reasonable evidence that it lawfully possesses, leases or licenses such Licensed
Material at the time or the request for inspection or duplication.
. d) Inspection or duplication will be performed by personnel provided by
Licensee who shall be reasonably competent to perform such inspection and
duplication. Any duplication procedures shall use standard commercial copying
not be assigned by Licensee without the written consent of Licensor (except that this
agreement may be assigned by Licensee to the same extent the applicable
agreement with respect to Licensed Material as to which the Source Material relates
may be assigned) and shall inure to the benefit of and be binding upon the
successors or representatives of the parties. This agreement shall be governed by
the laws of the state of Iowa. Any actions to enforce the terms of this agreement
shall be venued in the courts in Linn County, Iowa.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
LICENSEE:
CITY OF LUBBOCK, TEXAS
Address:
an
Signature
Print Name
Title:
Dated:
Agent for Licensee (if applicable)
Address:
am
Print Name
Title:
Dated:
DIGITAL DESCRIPTOR
SYSTEMS, INC, a
corporation
IN
Signature
Print Name
Title:
Dated: