Loading...
AMENDMENT TO CONTRACT W/CLEARWATER AND LOGISTIC SYSTEMS I I AMENDMENT TO CONTRACT FOR COMPUTER SYSTEM AND SYSTEM INTEGRATION SERVICES THIS AMENDMENT TO CONTRACT FOR COMPUTER SYSTEM AND SYSTEM INTEGRATION SERVICES ("Amendment") is made and entered into as 0(r1J-~ /1, 1998, by and between CITY OF CLEARWATER, FLORIDA, a municipal corporation ("City"), and LOGISTIC SYSTEMS, INC" a Montana corporation ("Logisys"), with reference to the following facts: A. The City entered into that certain Contract for Computer System and System Integration Services, dated May 30, 1995 ("Contract"), with PSI International, Inc" a Massachusetts corporation ("PSI"), to provide, install and integrate a police computer system including operating system software, application software, computer hardware, wired and wireless networking products, and services, consistent with that certain City of Clearwater Request for Proposal for Computer System and System Integration Services, dated August, 1994, and Addenda thereto (collectively, the "RFP"). B. As contemplated and required by the Contract, the City, PSI and certain other parties entered into that certain PSI Hardware Maintenance Agreement ("Hardware Maintenance Agreement"), that certain PSI Software Maintenance Agreement ("Software Maintenance Agreement"), and that certain PSI Software License ("License Agreement"), each made as of May 30, 1995 (collectively, the "Related Agreements"), C, Concurrent with this Amendment, the City, Logisys and PSI have entered into that certain Computer System and System Integration Services Assignment and Settlement Agreement ("Assignment Agreement"), pursuant to which PSI is assigning to Logisys, PSI's remaining rights, entitlements, obligations and liabilities under the Contract and the Related Agreements. D, As a condition to Logisys entering into the Assignment Agreement, and agreeing to the terms thereof, Logisys has requested that the City agree to amend certain terms and conditions of the Contract and the Related Agreements, and the City is willing to amend such terms at this time, NOW, THEREFORE, in consideration ofthe premises set forth above, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Recitals: Exhibits: Appendices, The foregoing recitals and all Exhibits and Appendices attached hereto are true and complete, and are incorporated herein by this reference, 2. Defined Terms, All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Contract and the Related Agreements, as the case may be, 3. specific respects: Specific Amendments. The Contract is hereby amended in the following (a) The last sentence of paragraph 7 is hereby deleted in its entirety and replaced with the following: AOI50150(4).WPD 00 - ,:'J :' (' ( .: C7~'! ) I "PSI shall provide all hardware and software warranty service, and warrants that all software maintenance charges to the City shall not be increased in excess of any adjustment in the Consumer Price Index (1982- 84=100), All Urban Consumers, V,S, City Average, not to exceed five percent (5%) in anyone (1) year," b, Paragraph 9 is hereby deleted in its entirety and replaced with the following: "Logisys assumes all risk and responsibility for all costs relating to, without limitation, delivery, storage, and installation of any equipment to be provided under this Contract through installation and delivery to the City unless such equipment is installed by the City, in which case Logisys's responsibility will cease upon the City's receipt of such equipment. However, if during the course of installation by the City, such equipment is damaged as a result of the direct actions of Logisys or its employees, contractors or representatives, then Logisys shall be responsible for the damage. All equipment is to be shipped and delivered FOB to the City, unloaded and unpacked in a dry secure area, unless other arrangements are made between the City and Logisys, No equipment shall be stored in an unlocked, humid or wet location. Logisys agrees to bear all risks ofloss, injury or destruction of goods and materials provided by Logisys or its subcontractors, laborers or materialmen, as a result of this Contract which occur up until delivery of the component to the City at the location specified by the City, and such loss, injury or destruction will not release Logisys from any obligation hereunder." c, Paragraph 12.2 of the Contract is hereby deleted in its entirety. d, The third sentence of Paragraph 13 of the Contract is hereby amended to read as follows: "Application training will be on-site unless otherwise agreed by the parties," e, Paragraph 14 of the Contract is hereby deleted in its entirety and replaced with Appendix "A" attached to this Amendment. f, Paragraph 20,5 of the Contract is hereby deleted in its entirety, g. The reference to five (5) years in Paragraph 23,1 of the Contract is hereby amended to be three (3) years. h, Paragraph 23,2 of the Contract is hereby deleted in its entirety, i. The parties acknowledge that Paragraph 23,3 of the Contract has been completed and fully satisfied, and Logisys shall have no responsibility thereunder, A0150150(4).WPD 2 I I j, The first sentence of the second paragraph of Paragraph 29 is hereby amended to provide software maintenance charges for accepted modules shall begin upon acceptance of the software application module, The annual software maintenance costs for the first year for each module shall be as defined in Appendix "A" to this Amendment. k. The parties acknowledge that Paragraphs 31 t 32 and 33 of the Contract have been completed to the satisfaction of the Cityt and Logisys shall have no obligations thereunder, 1. Paragraph 34,1,2 of the Contract is hereby amended to read as follows: "Logisys will providet at no cost to the Cityt application software upgrades necessitated by new releases of the operating Systems. Upgrades in the operating Systems and related hardware will be provided at costs to be agreed upon by the City and Logisys at the time," m. Paragraph 34,1.4 of the Contract is hereby deleted in its entirety and replaced with the following: "Logisys will provide 24-hour hotline telephone technical software supportt including remote dial-in software service and support, for any installed City software for a minimum of three (3) years from the date that the installed software is no longer the most recent software version release available for installation in the City's system, For examplet if the City is currently using Version 2,5t Logisys agrees to support Version 2.5 for a minimum of three (3) years after the release of Version 2.6, where "Version 2.6" identifies the next installable fully functional version release (not counting alpha or beta releases). After the required three (3) year support periodt Logisys will notify the City in writing a minimum of six (6) months prior to the date Logisys intends to stop support of any software version. The City shall not be required to pay software maintenance payments for any unsupported software versions," n, The City acknowledges that the obligations under Paragraph 35 of the Contract have been satisfied or are no longer needed under the revised scope of the Contract, and Logisys shall have no further obligations thereunder. 0, deleted in its entirety, Paragraph 37.2.3 of the Contractt regarding "Help History" is hereby p, With respect to Paragraph 37.3 of the Contractt providing for client/server routing, the City acknowledges and agrees that certain RMS hardware currently in place at the City may require an upgrade in order to complete the routing requirements of the RFP. In additiont as part of the scope of work to be completed by Logisys and the Contract amount set forth in Appendix "A" attached hereto, Logisys shall provide approximately 100 concurrent ffiM DB2 licenses in order to enable the client/server routing system, A01S01SO(4).WPD 3 I I q, The time period provided in Paragraph 38.4 of the Contract is increased to fourteen (14) calendar days. r, Paragraph 39 of the Contract is hereby deleted in its entirety and replaced with the following: "Logisys warrants that the Application Software furnished and installed pursuant to this Agreement shall perform to their published specifications and shall be free of program coding errors, Logisys's obligation under this warranty shall be to remedy any failure to perform to the published specifications and to correct program coding errors at no cost to the City as soon as is reasonably possible after notification by Customer of such failure to perform, or coding errors but in no event later than thirty (30) days from written notice of the failure, "Mission critical errors" are defined as those software bugs, errors, and malfunctions that result in the corruption or loss of data and/or those bugs, errors, or malfunctions that result in the inability ofthe CAD System or any CAD workstation within the police communications center to effectively process calls for police service without any reasonable and immediate work-around. Logisys shall supply new hardware only, All hardware shall be supplied with the manufacturer's warranty, If a particular component carries a manufacturer's warranty in excess of one year, the extended warranty will apply. EXCEPT FOR THE FOREGOING WARRANTIES, LOGISYS MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, APPLICATION SOFTWARE, AND HARDWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE." s, Paragraph 42 of the Contract is hereby amended by reducing the liability amount from $5,000,000,00 to $1,600,000.00. 1. The proof of insurance required under Paragraph 43 of the Contract shall be provided within ten (10) days of the date of the assignment of the Contract to Logisys. u, Paragraph 45 of the Contract is hereby amended as follows: "Upon receipt of Logisys's written request, the City, in its sole discretion, may allow Logisys additional time to complete work required under this Contract; provided, however, the liquidated damages provision A0150150(4).wPD 4 I I contained in Paragraph 6 will remain in effect unless otherwise waived in writing by the City. Logisys must submit the written request for additional time to the City within 15 calendar days of the commencement of any cause for delay." v. The priority list set forth in Paragraph 62 of the Contract is hereby deleted in its entirety and replaced with the following: "1, Amendment to Contract for Computer System and System Integration Services and Computer System and System Integration Services Assignment and Settlement Agreement; 2, Contract for Computer System and System Integration Services; 3. PSI's Response Proposal, as related to CAD and RMS; 4, The City's RFP 210-94; 5. The Software Maintenance Agreement; and 6. The Software License." In addition, the second sentence of the last paragraph of Paragraph 62 is hereby deleted and replaced with the following: "All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are hereby superceded by this Contract." 4. Acce.ptance Dates: Delays. Logisys acknowledges that the Acceptance Dates set forth on Exhibit "A" to the Contract have passed and have not all been fully satisfied, Logisys covenants and agrees that the Acceptance Date for the CAD system shall be March 30, 1999, and the Acceptance Date for the RMS system shall be no later than September 30, 1999, as set forth in Paragraph 5 below. Also, within thirty (30) days from the date of this Amendment, the City and Logisys shall mutually agree to interim milestone dates that will be applicable to the completion of the RMS component and the other components required to be completed by Logisys pursuant to the Contract, as amended hereby. The parties shall work in good faith to establish a fair and reasonable schedule taking into account the delay that has already occurred in completion ofthe project. Notwithstanding Paragraph 6 of the Contract to the contrary, in the event that Logisys should fail to timely complete either the CAD or RMS system by the applicable Acceptance Dates set forth herein or any elements thereofby the interim milestone dates according to the timeline to be agreed to by the parties, then Logisys will be assessed liquidated damages based on the total contract price for the CAD and/or RMS system, whichever is applicable, calculated at the percentages and at the times set forth in Paragraph 6 of the Contract. If any interim milestone date or the Acceptance Date for more than one System is missed, the liquidated damages will be assessed and paid concurrently as to all Systems so delayed, In no event shall the total liquidated damages for any particular system exceed the cost of that System. Liquidated damages shall be collected by the City in the form of contract price reductions and shall be deducted as incurred from any outstanding balances owed by the City. The value of each of the Systems for the purpose of calculating liquidated damages shall be $427,442,00 for the RMS, and $394,812,00 for the CAD A0150150(4).WPD 5 I I system, regardless of any partial completion of these Systems or at what point in the timeline that the delay occurs. The City may, at its sole option, choose additional modules or services in lieu of cash for payment of the liquidated damages. In accordance with Paragraph 18 of the Contract, the City shall provide written notice by certified mail to Logisys specifying the missed deadline, milestone date or Acceptance Date and quantifying the liquidated damages that the City is entitled to assess on account thereof. In the event that Logisys does not complete the item specified in the notice within thirty (30) days of the date of Logisys' receipt of such notice, then the liquidated damages shall be applied retroactively, commencing on the milestone date or Acceptance Date which was missed and continuing thereafter pursuant to the other terms of Paragraph 6 ofthe Contract, as amended by this Paragraph 4. In no event shall the terms of this Paragraph 4 affect the City's right of termination as set forth in Paragraph 6 of the Contract. 5. RMS and CAD Functional Specifications. The parties acknowledge and agree that the functional specifications existing as of the date hereof with respect to the RMS and CAD systems are somewhat outdated given the extensive period oftime taken to complete such systems, that the RMS system scope must be decreased in accordance with the City's current needs, and that certain functional specifications regarding such systems must be clarified in order to provide for the rapid and satisfactory completion thereof. Further, the parties acknowledge and reaffirm those certain Clearwater RFP Reviews, one covering RMS and one covering CAD, each dated October 13, 1998, in which the parties have established preliminary revised functional specifications for each system. The parties shall use their best efforts, working in good faith, to refine and revise the functional specifications as set forth in such Clearwater RFP Reviews within thirty (30) days of the date of this Amendment. In any event, Logisys must continue work with respect to the RMS system within thirty (30) days of the date of this Amendment, regardless of the status of developing such refined functional specifications. Based on the finalization of the functional specifications, a new Acceptance Date shall be developed for completion of the RMS system; provided, however, that in any event the RMS system must be accepted by September 30, 1999, in accordance with the acceptance procedure set forth in the RFP. 6. Contract Amount. As of the date of this Amendment, Logisys acknowledges that the City has paid a substantial portion of the amounts due under the Contract to PSI on account of work performed by PSI, and has paid the Assignment Amount to Logisys pursuant to the Assignment Agreement, on account of work performed by Logisys. Logisys further acknowledges and agrees that the Assignment Amount represents (a) a payment of sixty-five percent (65%) of the outstanding Logisys-provided CAD system hardware balance in the amount of $91,151.45, (b) plus a payment of ninety percent (90%) of the cost of an additional CAD CFSD server purchased by the City from Logisys in the amount of$15, 156.00; (c) plus a payment of sixty- five percent (65%) of the outstanding balance on one (1) ffiM G-30 computer currently in use as the interim RMS server and one (1) RS6000 originally specified as the "Intel Server" currently used in the CAD system in the amount of$73,970.65; (d) plus a twenty-five percent (25%) downpayment on eight (8) new RS 6000 375 mhz computers to be purchased from Logisys and installed as a CAD system upgrade in the amount of $18,300.00; (e) plus $17,202.00 representing a Logisys expense for the performance bond, for a total Assignment Amount of$215, 780.10. Pursuant to the terms of the Contract, the City will continue to retain ten percent (10%) of all hardware and software costs until completion of the entire project by Logisys pursuant to the Contract, as amended hereby. The sixty-five percent (65%) payments made as part of the Assignment Amount on account of the hardware constitutes the final payment due to be made by the City to Logisys on account of such hardware, less the 10% retainage being held by the City. In no event shall the amounts owed by the City to Logisys be increased over and above the remaining balance existing under the Contract of $576,174.00, after payment of the Assignment Amount and assignment of the message switch component pursuant to Paragraph 8 hereof. In the event that the City requires any additional hardware not otherwise contemplated under the Contract, as amended hereby, then the amounts of A0150150(4).WPD 6 I I such items shall be handled as change orders to the Contract amount. The cost of any such hardware shall be in addition to any other costs contemplated under the Contract, but shall be paid in increments in accordance with the terms of the Contract, including without limitation a twenty-five percent (25%) downpayment upon final agreement of the purchase of such hardware, an additional sixty-five percent (65%) upon completion ofinstallation and successful and complete integration of such hardware, with the final ten percent (10%) retainage to be held by the City until completion of the entire System under the Contract, as amended hereby. 7. Message Switch. The City hereby acknowledges and agrees that Public Safety Technologies, Inc., a Virginia corporation ("PST"), has been responsible to PSI for the design, development, installation and completion of the message switch function within the System. Consequently, concurrent with execution of this Amendment by the parties hereto, Logisys shall partially assign the Contract by assigning all of its obligations pursuant to Paragraph 37.4 of the Contract to PST with the consent and approval of the City. Upon the assignment ofthe message switch component, Logisys shall be relieved from any further obligation under the Contract, as amended hereby, with respect to the message switch, except for providing services to the City as necessary, appropriate and contemplated under the Contract to provide for the interface of the message switch system with the CAD system, including, without limitation, the digital dispatch component thereof. Logisys acknowledges and agrees that such interface component is included within the scope of work expected to be completed by Logisys pursuant to the Contract and shall not constitute an additional item requiring a change order or increase in the balance of the Contract amount to be paid to Logisys. The assignment document to be entered into by Logisys with PST shall be prepared by and in form and substance acceptable to the City, at the City's sole cost and expense. 8. Software Agreements. Pursuant to the Assignment Agreement, PSI is assigning to Logisys the Software Maintenance Agreement and the Software License. Logisys and the City hereby acknowledge and agree that the obligations of Logisys under the Software Maintenance Agreement shall be limited to the maintenance of those hardware and software components provided by Logisys. Logisys will not be responsible for the maintenance of any standard personal desktop computers currently being used by the City or any mobile hardware or software used or purchased by the City, except to the extent of any interfacing required by such systems with the CAD system, the RMS system and any other System components provided by Logisys. In addition, the last sentence of Paragraph 6.9 of the Software Maintenance Agreement is hereby deleted, and the limitation of liability set forth in Paragraph 8 thereof is reduced from $5,000,000.00 to $1,600,000.00. Pursuant to the terms of the Software Maintenance Agreement, Logisys and the City shall mutually acknowledge in writing the date or dates on which any software subject to maintenance responsibilities thereunder is fully delivered, installed, accepted and operational, and the resulting term of the responsibilities of Logisys pursuant to such agreement. The annual charge for the maintenance services to be provided by Logisys under the Software Maintenance Agreement shall be $35,532.00. In addition to the services provided in the Software Maintenance Agreement, the maintenance program shall include the following benefits at no additional charge: c. Correction of any defect in the manuals, forms or programs; Updates of user guides as required to insure their continued usefulness; Toll-free assistance by telephone or by email regarding the use and operation of the system, seven days per week, twenty-four (24) hours per day for CAD and Monday through Friday except holidays, 6 am to 6 pm (MST) for RMS; a. b. A0150150(4).WPD 7 I I d. Upgrades to the Application Software. For the purpose of this paragraph, the term "upgrades" shall mean any expansions, modifications, or improvements to the Application Software and which are not regularly charged for by Logisys to other clients as options. In the event that additional services are required, these services will be charged to the City at Logisys' then current standard time and material costs. Additional hardware required resulting from software upgrades is the responsibility of the City. These upgrades will insure that the City's version of the Application Software be identical to the most current version available to Logisys' new clients. In connection with the assignment by Logisys to PST of the message switch component, Logisys shall also partially assign to PST its obligations under the Software Maintenance Agreement and the Software License, resulting in PST being solely responsible for the maintenance and licensing ofthe message switch component of the System. 9. Performance and Payment Bonds. Logisys hereby acknowledges and agrees that, pursuant to the Assignment Agreement, the City has released the existing payment and performance bonds previously obtained by PSI with respect to the completion of the System pursuant to the terms of the Contract. As a material condition to the City's agreement to consent to the assignment by PSI to Logisys ofthe completion ofthe System, Logisys shall obtain and provide to the City payment and performance bonds each in the amount of$800,000.00, which amount the parties acknowledge and agree is a reasonable estimate of the amount required to complete the remaining obligations of Logisys under the Contract, as amended hereby and as anticipated to be modified by future change orders. Such bonds shall be issued by bonding companies licensed to conduct business in the State of Florida and otherwise reasonably acceptable to the City, with bonds in form and substance reasonably acceptable to the City and otherwise in compliance with the requirements of the RFP. Such bonds shall each be for a term commencing with the full execution ofthis Amendment and expiring on the date which is one (1) year after acceptance by the City of all components of the System required to be provided under the Contract, as amended hereby, pursuant to the procedure set forth in the RFP. Such bonds shall be provided at the sole cost and expense of Logisys. Logisys will not be obligated to provide for the completion of the message switch system within the scope of the bond provided by Logisys, such obligation to be satisfied by PST pursuant to the assignment by Logisys to PST of the Contract with respect to the message switch component. Concurrent with Logisys' execution hereof, Logisys shall provide to the City written evidence reasonably satisfactory to the City of the bonding company's commitment to issue the bonds, and the bonds shall be issued within seven (7) days ofthe full execution hereof. 10. Cooperation with Logisys' Customers. As partial consideration for Logisys accepting the obligations and responsibilities provided for in the Assigned Contract as modified by this Amendment, the City agrees to allow site visits by potential Logisys customers to assist Logisys in marketing its services and systems. Such site visits shall be limited to normal business hours of the City and shall be subject to at least 48 hours prior notice to an authorized and designated representative ofthe City before any site visits shall take place. Such site visits shall be limited to areas designated by the City, and Logisys shall not show, display, discuss or reveal any confidential information of the City maintained in connection with the City's law enforcement functions. 11. Further Assurances. The parties hereby mutually covenant and agree to use their good faith and best efforts in satisfying their respective obligations under this Amendment and otherwise providing for completion of the System pursuant to the terms of the Contract as identified by this Amendment. In that regard, the parties agree to each provide such A0150150(4).WPD 8 I I further additional information, documents, and agreements as may be necessary to fully complete the System as contemplated by the Contract, as amended hereby, and fully satisfy their respective obligations under the Contract, as amended hereby. 12. Prime Contractor. Logisys acknowledges and agrees that Logisys will be considered the prime contractor under the Contract, subject to the terms of this Amendment. Logisys shall have the right, subject to the preexisting terms of the Contract, to engage such subcontractors as Logisys deems appropriate and necessary in order to complete the System. The City acknowledges and agrees that PST shall not be considered a subcontractor of Logisys, upon partial assignment of the Contract by Logisys to PST, and that the City shall be in direct privity of contract with PST. Except as provided by PST or any other contractors with whom the City enters into direct contractual relationships for completion of aspects of the System eliminated from Logisys' scope of work, payment of all subcontractors shall be the responsibility ofLogisys pursuant to the terms of the Contract. In recognition of the assignment by PSI to Logisys, and the change in status of Logisys from a subcontractor of PSI to the prime contractor of the City, Logisys hereby acknowledges and agrees that any existing subcontract agreement between Logisys and PSI is of no further force or effect. Logisys hereby releases, remises and acquits the City from any and all liability, claims, actions, obligations, costs and expenses that may have existed under such subcontract, including any and all claims for consequential, liquidated, delay or other damages at law or in equity. Logisys acknowledges and agrees that the only obligations of the City to Logisys shall be as set forth in the Contract, with respect to Logisys as the prime contractor thereunder, as amended by the terms of this Agreement. The foregoing release shall survive any termination of the Contract, as amended by this Amendment, and any subsequent amendments of the Contract. 13. Effect of Amendment. Except as expressly amended and supplemented by this Amendment, all terms and conditions of the Contract, the Related Agreements, and the RFP shall remain in full force and effect and shall be applicable to Logisys to the full extent as if Logisys were PSI under such documents. This Amendment shall be effective upon full execution by Logisys and the City and the full execution of the Assignment Agreement and completion of all transactions contemplated thereunder. A0150150(4).WPD 9 I I IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above-written. CITY: THE CITY OF CLEARWATER, . . . a mumcI rpora MIchael J. Roberto, City Manager By: . , ~/JA._/J. Attest: . . . ~ ~~ lCyilt a '.. Goudeau, City Clerk By: O!/V . t' Approved as to fOffll- and legal sufficie c : igna e of Witness / MJk,' JlfUJ Id Typed/Printed Name of Witness #1 \\O_(}~A....~ SIgnature of WItness #2 \\f,~Y ~\Q Typed/Printed Name of Witness #2 LOGISYS: LOGISTIC SYSTEMS, INC., a Montana corporation By: /JJJf/J1IJdP,~ I ~c ~a:i.... ~ /f[{)/A ~. 1J4uVrHJ Name: HIe~guyen Its: President/CEO STATE OF FLQR.IDA COUNTY OF f11VE.~1.. ~:5 The foregoing instrument was acknowledged before me this 17 day of ~ , 1998, by Rita Garvey, as Mayor of the City of Clearwater, a municipal corporation, on behalf of the corporation. She' is personally known to me or has produced (type of identification) as identification. ~~.~ Signature of Person Taking Acknowledgment (NOTARY SEAL) Name of Acknowledger Typed, Printed or Stamped Notary Public, State of ~ DJ1!NK .:/' '( PtJ CA,mlI..YN L. c ~ ~ C0W.,';$S;:;N tl CC 463040 z . (") , -'''';:'''' .,~ 'l Notarial Serial N . '" BQNDEDTHRU of fW' ATLANTIC BONDING CO.. INC. A0150150(4).WPD 10 I I STATE OF FL~A COUNTY OF et.-Iv/f6 The foregoing instrument was acknowledged before me this ~ day of ~ , 1998, by Michael J. Roberto, as City Manager of the City of Clearwater, a municipal corporation, on behalf of the corporation. He is ersonall wn to me or has produced (type 0 I entI Ication) as identification. ~~~ Signature of Person . g Acknowledgment (NOTARY SEAL) Notarial Serial Number STATE OF f11 ()/1 fA.-n d- COUNTY OF M:,J...rtl """,IA.. C/lol IDG Iv'. fV~ .....)~'l. 4<.J Secrtrl--//rr~P4....rel'" The foregoing instrument was acknowledged before me thisW day of De Co e.......6 e,.. , 1998, by'. , . of Logistic Systems, Inc., a Montana corporation, on behalf of the corporation. IS personally known to me or has produced (type of identification) as identification. Si~:rt~~WledfP1ent L 0 ,. J J. J~...,..J e/1 Name of Acknowledger Typed, Printed or Stamped Notary Public, State of fVI 0 n fp-n a.. .(NOTARY SEAL) IV/I} Notarial Serial Number A0150150(4).WPD 11 I Clearwater Project Logisys Amendment - Appendix A SCOPE OF WORK AND COST SUMMARY Proposal CAD: Hardware Original Total Less PSI-provided HW Delete IBM Protocol Adapter Logisys-Provided Hardware Total Less 25% down payment CAD Hardware Upgrade (RS6000 375 mhz) CFSD Server Software Less 25% down payment Install Version 2.10 Install Version 2.11 Mobile Interface Interface to Mobile Vendor's Message Switch Queries to State/NCIC Silent Dispatch Status Updates Emergency Signaling Freeform Text Message between CAD and MDCs Canned Messages CFS Recall from MDC Unit Summary Request CFS Summary for Subset of Calls Officer-lnitiatedfTraffic Stop Add Comment to CFS Unit Clear Self from Call Logistic Systems, Inc. I $261,727.00 -$116,984.00 -$4,600.00 $140,143.00 -$35,035.75 $85,210.00 $16,840.00 $137,685.00 -$34,421.25 12/8198 9:58 AM $207,157.25 $103,263.75 LogiSYS Cost Proposal PAGE: 1 Clearwater Project I I 12/8/98 9:58 AM NOTE: The MDC Interface will be a subset of the above line Items, pending functional review and functional specification document describing the exact Interface to be Installed. How functions appear on the MDC or whether they appear depends on the MDC and message switch functionality. CAD TOTAL $310,421.00 CAD SOFTWARE PAYMENTS Payment for CAD software shall be made according to the following deliverable milestones; payment is contingent upon acceptance of the applicable software version to include the functionality as defined in the functional specification document. Acceptance of software version 2.10 Acceptance of software version 2.11 Acceptance of Mobile Digital Dispatch Interface Final Project Acceptance Payment (10% of total) Total CAD Software Cost $ 55,937.75 $ 15,000.00 $ 22,000.00 $ 10,326.00 $ 103,263.75 ACCEPTANCE DATE FOR VERSION 2.10 CAD WITH RS6000 HARDWARE UPGRADE AND MOBILE INTERFACE: MARCH 30,1999 ACCEPTANCE DATE FOR VERSION 2.11 CAD: MAY 30, 1999 Logistic Systems. Inc. LogiSYS Cost Proposal PAGE: 2 Clearwater Project I RMS: Hardware Less 25% down payment Software Less 25% downpayment I 12/8/98 9:58 AM $245,442.00 -$61,360.50 $184,081.50 $219,000.00 -$54,750.00 $164,250.00 DataTrak Law Enforcement Records Management System Base RMS Calls for Service Case ManagementIWorkflow Management To Do List Messaging and Notifications Supervisor Assign and Re-Assign Duties and Cases Case Reports Supplemental Case Reports Address Validation Statistics and Reports Ad Hoc Report Writer Management Reporting (5 reports standard) Utilities Field Maintenance User Security Case Property Master Name Field Interview Citations (includes two citations) Accident Management State Accident Report UCR Reports Master Location CAD Map Geofile Radius Search Property Room Management (Master Property) Permit Pawn Ticket False Alarm GISMO Crime Analysis Logistic Systems, Inc. LogiSYS Cost Proposal PAGE: 3 Clearwater Project I I 12/8/98 9:58 AM Thematic Pin Mapping Points, Lines and Polygons (e.g. incidents by streets, beats, etc.) RMS TOTAL RMS SOFTWARE PAYMENTS $348,331.50 Payment for RMS software shall be made according to the following deliverable milestones; payment is contingent upon acceptance of the applicable software version to include the functionality as defined in the functional specification document. Acceptance of Base RMS Acceptance of Master Location Module Acceptance of Property and Evidence Module Acceptance of Permit Module Acceptance of Pawn Ticket Module Acceptance of False Alarm Module Final Project Acceptance Payment (10% of total) Total RMS Software Cost $ 87,825.00 $ 25,000.00 $ 5,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 16,425.00 $ 164,250.00 ACCEPTANCE DATE FOR BASE RMS, PERMIT AND FALSE ALARM: SEPTEMBER 30,1999 ACCEPTANCE DATE FOR REMAINING RMS MODULES: DECEMBER 31,1999 Additional Charges: Equipment/Software Installation Install RMS Server and 15 Clients Training Application Training for 10 Trainers (20 hours each) Client Installation Training RMS System Administration Training Project Management Functional Specifications Document (FSD) Statement of Work (SOW) Database Definitions Maintenance Procedures Data Gathering/Analysis Monthly Progress Reports and Meetings Supervision and Administration Logistic Systems, Inc. $9,500.00 $12,500.00 $35,000.00 LogiSYS Cost Proposal PAGE: 4 Clearwater Project I ~ DDSI Document Imaging Interface Link Document to Case Project Management for Document Imaging System TOTAL Additional Charges TOTAL Travel (not to exceed) Performance Bond Cost (LogiSYS) GRAND TOTAL Annual Software Maintenance CAD RMS Interfaces Reverse All TOTAL ANNUAL SOFTWARE MAINTENANCE Logistic Systems, Inc. I $15,000.00 $12,000.00 $9,912.00 $12,600.00 $8,680.00 $4,340.00 1218/98 9:58 AM $84,000.00 $742,752.50 $32,000.00 $17,202.00 $ 791,954.50 $35,532.00 LogiSYS Cost Proposal PAGE: 5