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Ordinance No. 11,677
ORDINANCE NO. 11,677 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE PAYMENT OF EIGHTY -NINE THOUSAND ONE HUNDRED SEVENTY -ONE AND NO /100 DOLLARS ($89,171.00) TO BRAZOS TECHNOLOGY CORPORATION, THROUGH FEDERAL SUPPLY SCHEDULE 84 OF THE UNITED STATE'S GENERAL SERVICES ADMINISTRATION FOR THE PURCHASE AND MAINTENANCE OF TWENTY -TWO (22) ELECTRONIC TICKET WRITERS, AND THEIR ACCOMPANYING SOFTWARE AND ACCESSORIES, INCLUDING DOCKS, THERMAL PRINTERS, THERMAL PAPER AND BATTERIES CONTINGENT UPON AN AGREEMENT ACCEPTABLE TO THE CITY MANAGER AND THE CITY ATTORNEY; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS, the Local Preparedness Acquisition Act (P.L. 110 -248) amended the Federal Property and Administrative Services Act to authorize the use of Federal Supply Schedule 84 contracts by state and local entities under the GSA Cooperative Purchasing Program; and WHEREAS, based upon the Act, the City of Baytown qualifies as a local government entity and is qualified to participate in the GSA Cooperative Purchasing Program as an alternate purchasing method satisfying the City's competitive bidding obligations; and WHEREAS, the purchase and maintenance of twenty-two (22) electronic ticket writers, and their accompanying software and accessories, including docks, thermal printers, thermal paper and batteries, may be obtained by the City through the Cooperative Purchasing Program of the United State's General Services Administration; NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby authorizes the payment of EIGHTY -NINE THOUSAND ONE HUNDRED SEVENTY -ONE AND NO /100 DOLLARS ($89,171.00) to Brazos Technology Corporation through the Federal Supply Schedule 84 of the United State's General Services Administration for the purchase and maintenance of twenty-two (22) electronic ticket writers, and their accompanying software and accessories, including docks, thermal printers, thermal paper and batteries, contingent upon an agreement acceptable to the City Manager and the City Attorney. Section 2: That pursuant to the provisions of Texas Local Government Code Annotated §252.048, the City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00) or less, provided that the original contract price may not be increased by more than twenty- five percent (25 %) or decreased by more than twenty -five percent (25 %) without the consent of the contractor to such decrease. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, RHAD and PASSED by the all-irmative vote of Baytown this the 14"' da y of,Julv, 2011 miulLTImi;vl..70.91;x ice` mmmm APPROVY,-O AS TO FOR e 14RN�-�XCCI(05 �RAMIREZ, S,, ., Ci, y Attorney ,ill .l I VUSA6%,M iAoWiacts Council Ofthe City of' DONCARLM Brazos technology SOFTWARE LICENSE AGREEMENT c/eag et-- THIS AGREEMENT is entered into as of the / day of©eteber 2011 (hereinafter referred to as the "Effective Date") by and between Brazos Technology Corporation, a Texas corporation, with its principal offices located at 526 University Drive East, Suite 201-A, College Station, Texas 77840 (hereinafter referred to as "Brazos Technology"), and City of Baytown, a Texas Municipality,with its principal offices located at 2401 Market St.,Baytown,TX 77520(hereinafter referred to as "Licensee"). This Agreement is made with respect to the following facts and objectives: RECITALS: A. Brazos Technology has developed a proprietary software product,which is designed to extend data and processes across multiple platforms and technologies(hereinafter referred to as the"Software"). B. Licensee desires to obtain a non-exclusive license to use the Software and Brazos Technology desires to grant Licensee such a license. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth herein, and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the parties hereto agree as follows: 1. License. Brazos Technology hereby grants to Licensee a non-exclusive license to use the Software and the documentation, if any, provided in connection therewith (hereinafter referred to as the "Documentation") solely in connection with RDC and eCitation. Licensee may make one copy of the Software and Documentation for back-up and/or archival purposes. 2. Licensee Fee. Licensee agrees to pay Brazos Technology the license fee identified in Exhibit A to this Agreement. Such fee shall be due immediately upon execution of this Agreement by the parties. Fees for Configuration/Installation will be due on the following schedule: '/2 upon contract execution and %2 upon delivery. Fees for training will be due upon delivery. Exhibit B identifies the recommended hardware required for delivery of the solution and will be due on the following schedule: '/2 upon contract execution and Y2 upon delivery. brazos v,., teehnolo£y 3. Limitations of Use. Licensee acknowledges and agrees that Licensee will not timeshare, modify, sublicense, transfer, assign, copy, reverse engineer or decompile the Software, Documentation or any portion thereof except as expressly set forth herein. Licensee further acknowledges and agrees that Licensee will limit its use of the Software and Documentation to the number of users and/or the site location identified in Exhibit A to this Agreement. 4. Non-disclosure. Licensee acknowledges and agrees that the Software and Documentation contain trade secrets and/or confidential information (hereinafter collectively referred to as "Confidential Information") and that Licensee will take reasonable efforts to prevent the disclosure of such Confidential Information to any third party. If the Licensee receives a public information request for the "Confidential Information,"the Licensee's only obligation is to notify the Licensor of the request. The Licensor shall be responsible for submitting the arguments to the AG as to why the information should be withheld. The Licensee will abide by the opinion of the AG. 5. Ownership. Licensee acknowledges and agrees that Brazos Technology is the sole owner of all right, title and interest in and to the Software and Documentation and that nothing contained herein shall grant Licensee any ownership interest in the Software or Documentation. 6. Upgrades. In the event that Brazos Technology, in its sole discretion, should provide Licensee with any upgrades, corrections or modifications to the Software or Documentation, such upgrades, corrections or modifications shall be considered, as applicable, "Software"or"Documentation"for the purposes of this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be construed as obligating Brazos Technology to provide Licensee with any upgrades, corrections, modifications, maintenance services or support services hereunder. 7. Warranty. a. Brazos Technology warrants and represents that it is the owner of all right,title and interest in and to the Software and Documentation and that use of the Software and Documentation as contemplated herein shall not infringe upon any third party patent, trademark, trade secret, copyright, or other intellectual property right of any third party. This warranty and representation does not apply to any infringement arising out of any unauthorized modification of the Software or Documentation by Licensee. In addition, Brazos Technology warrants and represents that: (i) for a period of ninety (90) days after installation of the Software, that the Software will be free from material defects and will conform in all material respects to the applicable specifications, performance standards and the Documentation provided by Brazos Technology regarding the Software; (ii) Brazos Technology will pass-through any warranties it receives from third parties related to any third party software; (iii) the Software shall not contain any viruses, Trojan horses, time bombs, worms, trap doors or back door devices or other similar code or devices that could damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information of Licensee; (iv)the performance of obligations hereunder by Brazos Technology shall Brazos Technology Software License Page 2 of 8 40 brazos vti not breach or be in conflict with any other agreements to which Brazos Technology may be a party or may be bound and is not subject to any covenants that would affect Brazos Technology's duties and obligations hereunder; and (v) Brazos Technology shall not use for the benefit of Licensee any proprietary information of a third party without such third party's consent b. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" AND BRAZOS TECHNOLOGY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR VERBAL, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BRAZOS TECHNOLOGY DOES NOT WARRANT OR REPRESENT THAT ANY USE OF THE SOFTWARE OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE EXPRESSLY ASSUMES ALL RISKS AND LIABILITIES RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY ECONOMIC LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, LOST PROFITS, LOST SAVINGS, LOSS OF RECORDS OR LOSS OF DATA. 8. Indemnification. BRAZOS TECHNOLOGY AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSEE, ITS OFFICERS, AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS "LICENSEE'S PARTIES") FROM AND AGAINST ALL LIABILITY FOR CLAIMS, LIENS, SUITS, DEMANDS, AND/OR ACTIONS FOR DAMAGES, INJURIES TO PERSON (INCLUDING DEATH), PROPERTY DAMAGE (INCLUDING LOSS OF USE), AND EXPENSES INCLUDING COURT COSTS AND ATTORNEY'S FEES, AND REASONABLE COSTS ARISING OUT OF OR RESULTING FROM BRAZOS TECHNOLOGY 'S OBLIGATIONS UNDER THIS AGREEMENT, RESULTING FROM THE SOLE OR CONCURRENT NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF BRAZOS TECHNOLOGY , ITS OFFICERS, AGENTS, AND EMPLOYEES ("HEREINAFTER COLLECTIVELY REFERRED TO AS THE "LICENSOR'S PARTIES"), INCLUDING ALL SUCH CAUSES OF ACTION BASED IN WHOLE OR IN PART ON COMMON, CONSTITUTIONAL, OR STATUTORY LAW. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH BRAZOS TECHNOLOGY AND THE LICENSEE, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY BRAZOS TECHNOLOGY TO INDEMNIFY AND PROTECT THE LICENSEE FROM THE CONSEQUENCES OF THE LICENSOR'S PARTIES' JOINT AND/OR SOLE Brazos Technology Software License Page 3 of 8 brazos V1.1 NEGLIGENCE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO TO THE EXTENT OF LIABILITY IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE OWNER'S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE LICENSEE BY REASON OF ANY OF THE ABOVE, BRAZOS TECHNOLOGY FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE LICENSEE. BRAZOS TECHNOLOGY AGREES TO WAIVE ANY AND ALL CLAIMS IT MAY HAVE AGAINST THE LICENSEE BY REASON OF THIS INDEMNIFICATION AGREEMENT AND AGREES THAT ANY INSURANCE CARRIER SHALL NOT BE ENTITLED TO SUBROGATION UNDER ANY CIRCUMSTANCE AGAINST THE LICENSEE'S PARTIES. THIS PROVISION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE AGREEMENT. 9. Limitation of Liability. c. NEITHER BRAZOS TECHNOLOGY NOR LICENSEE SHALL , UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES OR ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY ECONOMIC LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, LOST PROFITS, LOST SAVINGS, LOSS OF RECORDS OR LOSS OF DATA, ARISING OUT OF THE USE OF THE SOFTWARE OR DOCUMENTATION, REGARDLESS OF WHETHER ARISING UNDER BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY OR CLAIM, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. d. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE ENTIRE LIABILITY OF BRAZOS TECHNOLOGY FOR ANY LOSS OR CLAIM ARISING OUT OF THIS AGREEMENT, ANY USE OF THE SOFTWARE OR DOCUMENTATION, OR ANY INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EXCEED THREE TIMES THE SUM OF THE LICENSE FEE PAID BY LICENSEE TO BRAZOS TECHNOLOGY HEREUNDER. 10. Term and Termination. e. This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as set forth herein. Brazos Technology Software License Page 4 of 8 brazos vti f. Either party may terminate this Agreement in the event that the other party commits a breach of this Agreement and fails to cure such breach within twenty (20) days after receiving written notice of the same. g. Brazos Technology may terminate this Agreement, immediately upon written notice to Licensee, in the event that Licensee fails to use the Software and Documentation for the purpose contemplated herein. h. Within 30 days of any termination of this Agreement, Licensee shall return to Brazos Technology any and all copies of any Software or Documentation in its possession. i. The terms and conditions of this Agreement relating to Non-disclosure, Warranty, Limitation of Liability and Allocation of Risks shall survive any termination or expiration of this Agreement. 11. Assignment. Licensee acknowledges and agrees that it may not assign any right or obligation arising under this Agreement to any third party without the express written consent of Brazos Technology which shall not be unreasonably withheld. 12. Governing Law. This Agreement, including its interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts entered into and performed in Harris County, and exclusive jurisdiction over any dispute arising out of or relating to this Agreement shall be held by the appropriate state and/or federal courts located in Harris County,Texas. 13. Binding Effect. This Agreement shall inure to the benefit of and binding upon the parties hereto and to their respective successors and legal representatives. 14. Nonwaiver. No provisions of this Agreement will be waived by any party except in writing. The parties hereto agree that the waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision by the same party,or any other provision or condition of this Agreement. 15. No Joint Venture. Nothing herein contained shall be construed to place the parties in the relationship of partners,joint venturers, or principal and agent and neither party shall have any power to obligate or bind the other party in any manner whatsoever. 16. Severability. If any provision or application of this Agreement shall be held invalid or unenforceable the remaining provisions and applications of this Agreement shall not be affected, but rather shall remain valid and enforceable. 17. Entire Agreement. This Agreement constitutes the entire agreement and supersedes any and all other understandings and agreements between the parties with respect to the subject matter hereof and no representation, statement or promise not contained herein shall be binding on either party. This Agreement may be modified only by a written amendment duly signed by Brazos Technology Software License Page 5 of 8 • . io'brazos v1.1 persons authorized to sign agreements on behalf of the parties and shall not be supplemented or modified by any course of dealing or trade usage. IN WITNESS WHEREOF, the parties have hereunder executed this Agreement effective as of the date last signed. CITY OF BAYTOWN,TX BRAZOS TECHNOLOGY Signed: igned: '4/11 Print Name: 12,i4g.?;;......_ � Q r Print Name: Michael S. McAleer 010114YTOIyt Title: j a.,; • - k Title: President Date: g Date: ID- Z<K_z I OF T- Brazos Technology Software License Page 6 of 8 to,brazos V1.1 EXHIBIT A Twenty Two (22) RunIT software license for PDA $17,600 USD Software Includes: Unlimited number of logins to the PDA One-Year of Software Maintenance One-Year of Software Support Configuration/Installation Fee $7,500 USD Configuration Includes: Customized PDA/Web screen layouts Customized citation receipt for defendant Customized citation report for court and PD Integration with Incode Extended Training $3,000 USD 2 days of on-site training of officers 1 day of administrator training Classroom and practical training * Brazos will deliver the equipment to eliminate shipping to customer. Brazos Technology Software License Page 7 of 8 ►�brazos V1.1 EXHIBIT B—Hardware Attached Proposal V4.0 Brazos Technology Software License Page 8 of 8 Brazos Technology(979)690-2811 Ver 4.0 ipo') brazos technology e-Citation/Mobile Data Capture System for Law Enforcement PrOpOSal/20 Ticket Writers & 20 Printers 2t L. C C44$ [I Presented to: City of Baytown Submitted by: Laurie Bain 512-395-5665 Brazos Technology Corporation P.O. Box 10713, College Station, TX 77842 Proposal Date: June 12, 2011 GSA Contract Number: GS-35F-0096X Proposal is valid for 120-days from the above-listed date. BrazosTech Baytown 4.0 Page 1 of 15 Brazos Technology(979)690-2811 Ver 4.0 Overview It is our privilege to present the City of Baytown with the benefits of implementing the electronic hand-held ticket writers. We welcome this opportunity to engage with the City of Baytown in a successful endeavor, which will become the icon of the industry. Brazos Technology is committed to leveraging technology to optimize the performance of law enforcement, and our goal is to assure that your wants, needs and must haves are satisfied while performing above and beyond your expectations of a vendor. This proposal outlines the hardware, software and resources needed to implement Brazos Technology's e-citation solution, with its inherent advantages, which will empower the department to be technologically innovative as your needs evolve. It also provides budgetary costs and outlines the next steps and assumptions in moving forward. Thank you for your consideration. We encourage an interactive decision process, which will allow us to answer your questions and provide clarity to ensure that you are confident in making an informed decision. Pricing Summary Total project cost including software, hardware, and services* $89,171 Total annual fees after year one* $9,000 * Please see pages 9- 13 for details Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material') is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 2 of 15 Brazos Technology(979)690-2811 Ver 4.0 Executive Summary Today more and more Law Enforcement Agencies are looking for ways to improve the efficiency of the citation-writing process. Through the use of advanced mobile technologies, the capabilities in extending applications to mobile personnel are becoming more and more robust. As Law Enforcement Agencies are beginning to extend applications to mobile devices, several aspects of this solution are critical: 1) Ability to extend multiple different applications to each singular device a) Allowing data to be "sent"from each application to each designated device b) Allowing data to be "collected" at the point of activity and reach back to those multiple data sources as well. 2) Ability for Law Enforcement Personnel to easily and quickly enter data (much of which can be done through auto-population such as Drivers License swiping and VIN Tag scanning) into the mobile device. 3) Ability for Law Enforcement Personnel to easily read, enter and manipulate data via a compact mobile device. 4) Ability to quickly dispose of(drop or throw) devices in case of emergency—without damaging and routinely replacing each hand-held device. 5) Ability for the data to interface with the Municipal Court system. This document outlines how Law Enforcement Agencies can leverage Brazos Technology's Rapid Extension Framework (REF)and Motorola Hand-held Scanners to achieve these goals. This technology is designed to afford each Law Enforcement Agency the following benefits, including but not limited to: • Reallocation of Human Resources—Citation data is electronically entered at the point of activity, so court personnel must no longer re-enter data from hand-written tickets and are available for other tasks. • Reduced paper flow—Citations are printed singularly rather than in triplicate (or more), thereby reducing paper flow between Law Enforcement and the Administrative Office of the Courts. • Minimal data entry errors—Minimize costly mistakes by enforcing business rules via technology, reduce amount of hand written data, and remove the need to manually transfer information from written citation to electronic database. Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 3 of 15 Brazos Technology(979)690-2811 Ver 4.0 Brazos Technology Corporation e-Citation Solution Diagram Law Enforcement personnel collects data by swiping Driver's License via the Mag Stripe Reader,Gain Vehicle Make,Model,and Year by scanning the Registration Tag,and easily choose offenses from drop down menus on the mobile device.Options are also available to gain key information(such as name)from credit cards, local student ID cards,etc.should an offender not have a license at time of traffic stop. Handheld unit"speaks"directly to the printer via Bluetooth -- — --------•-------- - --•- connection.The officer collects ticket(printed while officer is walking from offender's car)at the officer's vehicle. Citation printout includes all required instructions for the 14 '` ti� q • •••• offender,offender's signature,and is designed to match the • specific requirements of each PD. eiNS • .•• , • -i Officer with Motorola Wireless Unit a Nat Vehicle with Wireless Zebra Printer Captured Citations are uploaded to the PD and Municipal Court - Databases without the need for an intermediary server. Officers simply place the handheld devices in their cradles at the g' end of the shift.All citations are uploaded while software ��- upgrades and changes are download automatically. Court and Law Enforcement Agency f Note: This is only a sample layout of communication between resources. This entire process is customizable depending upon your particular needs. Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 4 of 15 Brazos Technology(979)690-2811 Ver 4.0 About Brazos Technology Corporation Brazos Technology provides solutions and services designed to optimize the use of mobile technology within an organization—with a strong focus on extending Law Enforcement applications and databases to devices in the hands of Law Enforcement personnel. Brazos Technology was formed in 2000 and is committed to providing rock-solid solutions that are applicable and relevant to the unique needs of the men and women in law enforcement. With more than 140 agencies actively using the Brazos Technology Ticket Writer, Brazos has been able to establish a proven track record of combining a solid solution with superior implementation, training and customer service. Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 5 of 15 Brazos Technology(979)690-2811 Ver 4.0 About Brazos Technology Corporation's Partner - Motorola Motorola is a global leader in secure mobile information systems that integrate application-specific handheld computers with wireless networks for data, voice and bar code data capture. Motorola products and services increase productivity and reduce costs for the world's leading retailers, logistics and transportation companies, government agencies, manufacturers and providers of healthcare, hospitality and homeland security. Motorola's proven technology delivers efficiency. A unique combination of industry-leading innovation and award-winning ergonomic design, with miniaturization, superior power management and product ruggedization is the hallmark of Motorola's products. Automated Citation Solutions - Motorola Throughout the world, most law enforcement citations issued by police officers or officials for traffic or other minor violations are handwritten. After issuance, the citations (also called tickets, violation notices or infringement notices) are then manually entered into multiple databases using a key- based system. These manual systems are prone to many data entry errors or misinterpretation due to illegible writing. Data entry error from these manual processes has far-reaching cost, efficiency and accuracy implications at each level of government: • Police services, departments and authorities: inaccurate records of - violations • Court and justice services: reduced ability to prosecute, convict or collect revenue efficiently 4s ` • Motor vehicle departments: inability to ensure that motorists with repeat violations remain off the road • Transportation departments: inability to plan infrastructure improvements related to traffic signs, signals and congestion areas Because of these inefficiencies and the resulting low productivity, the old manual key-based data entry processes have a negative effect on the organization's ability to serve the public. A proven solution is available to eliminate these inefficiencies: wireless handheld mobile computing systems. Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 6 of 15 Brazos Technology(979)690-2811 Ver 4.0 Software Remote Data Capture (RDC) - Designed to run on any Windows CE or Pocket PC mobile device, RDC has been specifically designed for the unique constraints of a mobile device, to include small screen size, lack of true keyboard for entry, and the availability of barcode scanners and camera. RDC is completely flexible, allowing for the enforcement of business rules specific to your needs, to ensure speed and accuracy in performing mobile tasks and data collection. RDC supports any number of tasks, allowing a single device to serve in many capacities simultaneously. Brazos Technology refers to the combination of a mobile device and the RDC application as "an RDC". Brazos Technology's RDC has also been specifically tailored to work in an e-Citation environment to meet the unique demands of each individual law enforcement agency—and with little effort be able to meet the constant demands brought on by: • Changes in local and national laws, • Changes in business processes, • Changes and upgrades of back-end systems connecting to the mobile devices, • And changes and upgrades of the mobile devices themselves. Training Brazos Technology provides training on two levels— (1)the administration and operation for overall management of the framework and configuration and (2)the mobile device user for the daily tasks, which will be performed using the e-Citation platform. One or more persons should be identified as the designated trainer(s). Brazos Technology will equip the designated internal trainers to perform training as needed. Brazos Technology also offers a more comprehensive training program that entails having a Brazos representative on-site during the rollout of the application. During the rollout phase, the Brazos representative can 'ride-along' with the officers to provide on the job training —which has proven to be the most beneficial way to ensure officer is up to speed in the most efficient way possible. Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 7 of 15 Brazos Technology(979)690-2811 Ver 4.0 Hardware Motorola MC75A with 2D Barcode Scanner 't..��•y`.s fT+. •r Rated for a 4-5 foot drop to concrete and water resistant means your officers will be using the most rugged, reliable ticket writer available! Using it in the rain is also no problem. It has a 624MHz processor, 256 MB of RAM, Microsoft Mobile 6.0 operating system, 802.11 connectivity, a Bluetooth radio, GPS, and cellular capability. This device has a built-in 2D scanner and a 2 megapixel, autofocus camera which allows the Brazos Solution to capture pictures, associate those pictures with the citation, and scan 2D barcodes. For complete technical specifications, please go to the following URL: http://www.motorola.com/Business/US-EN/Business+Product+and+Services/Bar+Code+Scanning/Scan- equipped+Mobile+Computers/MC75A US-EN ZEBRA RW420 Printer 6111 Designed for the Road Warrior, the Zebra RW 420 is a mobile printer ideal for Law Enforcement applications. Its convenient vehicle mounting and charging options, as well as its user-intuitive interfaces and angled display allow for ease-of-use while on the go! For complete technical specifications, please go to the following URL: http://www.zebra.com/id/zebra/na/en/index/products/printers/mobile/rw420.html Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 8 of 15 Brazos Technology(979)690-2811 Ver 4.0 Number of mobile devices: 22 Number of MDC's: 0 Description Price Software and Services $28,100 Hardware -Printers $16,739 Printer Paper $255 Hardware -Devices $44,077 TOTAL PROJECT PRICE $89,171 TOTAL ANNUAL FEES AFTER FIRST YEAR $9,000 • Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 9 of 15 Brazos Technology(979)690-2811 Ver 4.0 Software and Services Description Unit Qt Extended Price y Price MaeKIT (RDC) Brazos Software • One (1)year maintenance/support • Citations &Warnings • Field Interviews $800 22 $17,600 • Parking Tickets • Stand-alone Racial Profiling (when not captured via the other State Compliant Crash Report Configuration and Setup(Inc. Tow Rpt.) $2,500 0 $0 State Compliant Crash Report Software per Device $200 0 $0 State Compliant Crash Report Training -6 Hours $1,500 0 $0 Tow Report wNehicle Inventory $2,500 0 $0 Criminal Trespass Warning $2,500 0 $0 Consent to Search Form $2,500 0 $0 Setup and Configuration of Solution *One-time fee independent of number of devices • Customized Screen and Print Layouts (from an existing layout) • Integration with court software $7,500 1 $7,500 • Installation of all software at customer site • Customization of additional reports **Translation Services -$200 fee/ language $200 0 $0 Standard Training Package -Three (3) consecutive days • Two(2)days of Officer Train-The-Trainer training o Max Group Size = 12 o Preferable to have one officer per device $3,000 1 $3,000 o Includes Classroom and In-Field Training • Court Process training • System Administrator training • Web Based Reports and Data Search training • Online Training and Reference Materials provided Additional Training Days (Customized to meet the needs of the Agency) $1,500 0 SO **travel and expenses not included** Hosted TLETS Message Switch Setup & Installation • Standard NCIC/TCIC Requests & Returns $1,500 0 $0 TLETS Message Switch User Setup($250/unit) $250 0 $0 Total for Software and Services: $28,100 Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 10 of 15 Brazos Technology(979)690-2811 Ver 4.0 Hardware - Printers **Assumes all devices are not mounted in vehicles and that the wall charger is purchased. Description Unit Qty Extended Price Price Zebra RW420 Bluetooth Printer • One (1)year manufacturer's warranty • Bluetooth Communications ' $731 22 $16,082 *To charge this printer you will need either the vehicle or wall mounted chargers below Vehicle Charger for Printer(optional) • 12VDC with pigtails to wire directly into a vehicle $95 0 $0 *Installation Not Included Wall Charger for Printer(optional) • 110VAC plug to recharge the printer from a standard wall socket $65 0 $0 Vehicle Doc w/Charger for RW420 (optional) • Docking unit to secure printer in vehicle installations $250 0 $0 *Installation Not Included • Panavise 727-06 Printer Mounting Pedestal $30 0 $0 *Installation Not Included Zebra:AK18666-1 Kit Cable USB to RJ45 $33 0 $0 E-Seek M-250 2D Barcode/Magnetic Stripe Reader w/ Smart Cable $518 0 $0 Additional Batteries for RW420 (optional) $78 4 $312 Zebra Charger Quad Li-Ion 4-Bay Battery Charger $345 1 $345 Total for Printers: $16,739 Supplies Description Unit Extended Qty Price Price One case (36 rolls) of standard thermal paper $85 3 $255 Total for Printer Paper: $255 Copyright©2010 Brazos Technology Corporation,Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 11 of 15 Brazos Technology(979)690-2811 Ver 4 0 Hardware - MC75A Description Unit Qty Price y Price Motorola MC75A(2D Imager) ?° * Described above * Includes AT&T,Verizon, or Sprint Cellular Capability(must specify) $1,325 22 $29,150 / *2 Mega-pixel autofocus camera .;. * Built-in GPS * Extremely Bright 640X400 Full VGA Screen Magnetic Stripe Reader Attachment $145 22 $3,190 Single Docking Cradle • Price includes all cables $150 0 $0 • Requires Microsoft ActiveSync and computer w/Internet connection USB Charging Cable Assembly • Price includes all cables $95 0 $0 • Requires Microsoft ActiveSync and computer w/lnternet connection 4-bay Docking Cradle (Highly Recommended) • Price includes all cables (power supply and 6' network cable) $425 1 $425 3-Year Bronze Support Extended Warranty • Comprehensive Coverage (no fault) $265 0 $0 • *Can only be purchased with new device 5-Year Bronze Support Extended Warranty • Comprehensive Coverage (no fault) $475 22 $10,450 • *Can only be purchased with new device Additional Extended Life Battery • 1.5x Battery $59 8 $472 4-Bay Battery Charger Extended Life Battery $195 2 $390 Auto Charger Cable • Auto Charger Cable w/cigarette lighter adapter $122 0 $0 RAM Vehicle Cradle w/USB port • Power and mounting bracket $129 0 $0 *Installation not included. * USB Type A Male to USB Type A Male Cable not included Total for MC75A: $44,077 Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 12 of 15 Brazos Technology(979)690-2811 Ver 4.0 Ongoing Software Fees Annual Fees after the first year Brazos Technology $350/unit Annual $7,700 e-Citation updates, license renewal Brazos Technology e-mail Support Std maintenance covers config changes(up to 5 new fields and 1 new report per quarter) Crash Report $200/unit Annual $0 License Renewal e-Mail Support Interface to Court System (InCode) $650 $650 Interface to RMS System (VersaTerr$650 $650 *Any additional interfaces have an annual support cost of$650 ea. TLETS Message Switch $250/unit $0 Annual license and support (Not applicable unless Message Switch is activated.) Total Annual Fees After First Year $9,000 Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 13 of 15 Brazos Technology(979)690-2811 Ver 4.0 Point of Contact The City of Baytown and the Baytown Municipal Court will have one (1) point of contact for implementation of software and subsequent maintenance needs. The point of contact with City of Baytown will be determined later. Brazos Technology will schedule a Kick-Off Meeting with client to confirm configuration information and schedule Implementation and Training. Mutual Responsibilities The successful implementation of this project is contingent upon two primary factors: 1) Brazos Technology's dedication to support the City of Baytown throughout the pre- implementation and implementation phases, as well as throughout the lifecycle of the software to timely respond to support needs and 2) For the Municipal Courts and the Police Department to work diligently with Brazos Technology to identify and document its requirements and needs for this project (to be documented during pre-implementation phase) -as well as to show the dedication of its workforce to adopt such technology. Rapid and Easy Extension of Other Applications Because of Brazos Technology's unique methodology for extending applications to the mobile paradigm, the following are just a few examples of applications that could easily be extended to the mobile units literally within days of being requested by each agency (please request a quote for this capability—not included in this quote): • Accident/Crash Reports • Seized Property and Evidence Tagging and Tracking • Replacement gear ordering by officers • Vehicle repair work-order submissions • Community Outreach Programs Applications • Rotation Wrecker Management System Copyright©2010 Brazos Technology Corporation,Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 14 of 15 Brazos Technology(979)690-2811 Ver 4.0 Assumptions The following are assumptions on which the recommendations in this Proposal are based: 1. All information sources required for the mobile device are accessible through the City of Baytown network or the Internet. 2. Brazos will utilize the standard InCode interface for the Municipal Court System. 3. Real-time NCIC/State Return queries are not required at this time. (unless indicated on page 10) 4. An active Internet connection is available at the location where the synchronization device will be installed. 5. Brazos Technologies does not provide installation services for hardware to be "mounted" into vehicles. 6. Any interface costs levied by Court or RMS system providers are separate and not reflected in this proposal Copyright©2010 Brazos Technology Corporation, Inc.All rights reserved. All material(in whatever medium or format)and information contained herein(collectively,"Material") is proprietary and confidential information of Brazos Technology Corporation. BrazosTech Baytown 4.0 Page 15 of 15 obrazos technology v1.3 SOFTWARE MAINTENANCE AGREEMENT This Agreement ("Agreement") is made and entered into and effective / day of A/ m r-2011, by and between Brazos Technology Corporation, having its principal place of business at 526 University Drive East, Suite 201-A, College Station, Texas 77840, USA ("Brazos Technology") and City of Baytown, a Texas Municipality, having its principal place of business at 2401 Market St., Baytown, TX 77520 ("Licensee"). WHEREAS, BRAZOS TECHNOLOGY has provided to Licensee certain software as specified in Exhibit A of this Agreement ("Covered Software") pursuant to a software license agreement between the parties (the "License Agreement"); and WHEREAS, Licensee wishes to have BRAZOS TECHNOLOGY provide maintenance and support services pursuant to the terms and conditions of this Agreement; NOW, THEREFORE, the parties agree as follows: I. INCORPORATION OF DOCUMENTS The following documents are attached hereto and, by this reference, incorporated in this Agreement: Exhibit A Covered Sites, Software & Configuration Exhibit B Authorized Licensee Contacts Exhibit C Services and Fees II. COVERAGE During the term of this Agreement, BRAZOS TECHNOLOGY agrees to provide maintenance and support services for the Covered Software operating at the site(s) and on the hardware configurations listed in Exhibit A ("Maintenance Services"). Unless specifically listed in Exhibit A, Section II, Covered Software does not include hardware vendor operating systems and other system software, Licensee-developed software, and third-party software (except any third party software embedded in the Covered Software). III. DESCRIPTION OF MAINTENANCE SERVICES A. Support Services. During the term of this Agreement, BRAZOS TECHNOLOGY will provide the services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects so that the Covered Brazos Technology Maintenance Agreement Page 1 of 11 )brazos technology v1.3 Software shall function properly and in accordance with the accepted level of performance as set forth in the License Agreement. (1) Service Response. BRAZOS TECHNOLOGY will make available to Licensee a telephone number (the "Support Center HOTLINE") for Licensee to call requesting service of the Covered Software. The Support Center HOTLINE operates 24 x 7 x 365. The HOTLINE can also be used to notify BRAZOS TECHNOLOGY of problems associated with the Covered Software and related documentation. B. Remedial Support. Upon receipt by BRAZOS TECHNOLOGY of notice from Licensee through the Support Center HOTLINE of an error, defect, malfunction or nonconformity in the Covered Software, BRAZOS TECHNOLOGY shall respond as provided below based upon the severity level assigned by Licensee: Severity 1: Produces an emergency situation in which the Covered Software is inoperable, produces incorrect results, or fails catastrophically. RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one (1) hour. BRAZOS TECHNOLOGY will continue to provide best efforts to resolve Severity 1 problems in less than forty-eight (48) hours. The resolution will be delivered to Licensee as a work-around or as an emergency software fix. If BRAZOS TECHNOLOGY delivers an acceptable work-around, the severity classification will drop to a Severity 2. Severity 2: Produces a detrimental situation in which performance (throughput or response) of the Covered Software degrades substantially under reasonable loads, such that there is a severe impact on use; the Covered Software is usable, but materially incomplete; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted. RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonable possible, but in any event a response via telephone will be provided within four (4) hours. BRAZOS TECHNOLOGY will exercise best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to Licensee in the same format as Severity 1 problems. If BRAZOS TECHNOLOGY delivers an acceptable work-around for a Severity 2 problem, the severity classification will drop to a Severity 3. Severity 3: Produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact. Brazos Technology Maintenance Agreement Page 2 of 11 brazos technology v1.3 RESPONSE: BRAZOS TECHNOLOGY will exercise best efforts to resolve Severity 3 problems in the next maintenance release. Severity 4: Produces a noticeable situation in which the use is affected in some way which is reasonably correctable by a documentation change or by a future, regular release from BRAZOS TECHNOLOGY. RESPONSE: BRAZOS TECHNOLOGY will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. C. Maintenance Services. During the term of this Agreement, BRAZOS TECHNOLOGY will maintain the Covered Software by providing software updates and enhancements to Licensee as the same are offered by BRAZOS TECHNOLOGY to its licensees of the Covered Software under maintenance generally ("Updates"). All software updates and enhancements provided to Licensee by BRAZOS TECHNOLOGY pursuant to the terms of this Agreement shall be subject to the terms and conditions of the License Agreement between the parties. Updates will be provided on an as-available basis and include the items listed below: (1) Bug fixes; (2) Enhancements to market data service software provided by BRAZOS TECHNOLOGY to keep current with changes in market data services or as BRAZOS TECHNOLOGY makes enhancements; (3) Enhancements to keep current with the current hardware vendor's OS releases, as available from BRAZOS TECHNOLOGY, provided that the current hardware vendor's OS release is both binary and source- compatible with the OS release currently supported by BRAZOS TECHNOLOGY; and (4) Performance enhancements to Covered Software. (5) Updates do not include: (a) Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms; and (b) New operating system updates or hardware bios updates. Updates will be provided in machine-readable format and updates to related documentation will be provided in hard copy form. All such deliveries shall be made electronically to the installed computers automatically during a sync Brazos Technology Maintenance Agreement Page 3 of 11 )brazos technology v1.3 process. Licensee agrees to sync each device no less than once per month to obtain any software or configuration changes. Duplication, distribution and installation of documentation updates are the responsibility of Licensee. If requested, BRAZOS TECHNOLOGY will provide on-site assistance in the installation of Updates on a time and materials basis, plus expenses. BRAZOS TECHNOLOGY will provide support services for previous releases for a minimum period of six (6) months following the general availability of a new release or software update. After this time, BRAZOS TECHNOLOGY shall have no further responsibility for supporting and maintaining the prior releases. BRAZOS TECHNOLOGY assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of the Covered Software if the Licensee has made changes to the system hardware/software configuration or modifications to any supplied source code which changes effect the performance of the Covered Software and were made without prior notification and written approval by BRAZOS TECHNOLOGY. BRAZOS TECHNOLOGY assumes no responsibility for the operation or performance of any Licensee-written or third-party application. D. Services Not Included. Except as otherwise provided herein, Maintenance Services do not include any of the following: (1) custom programming services; (2) on- site support, including installation of hardware or software; (3) support of any software not Covered Software; (4) training; or (5) out-of-pocket and reasonable expenses, including hardware and related supplies. IV. ON-SITE SUPPORT As requested by Licensee, and upon reasonable notice and approval by BRAZOS TECHNOLOGY, BRAZOS TECHNOLOGY shall maintain personnel at any of the covered Sites. On-site personnel will perform ongoing system administration, monitoring, reconfiguration and tuning, problem diagnosis, and resolution, and interfacing with Licensee personnel on production system issues, to the extent possible during normal business hours. These personnel shall also be responsible for the installation of new BRAZOS TECHNOLOGY software releases on the production system and the distribution of documentation updates. In addition, on-site personnel will provide training to Licensee personnel on the operation and administration of the Covered Software as time permits. V. TIME AND MATERIALS SERVICES A. For Non-BRAZOS TECHNOLOGY Problems. In the event that Licensee notifies BRAZOS TECHNOLOGY of a problem experienced by Licensee in connection with the operation of the Covered Software, BRAZOS Brazos Technology Maintenance Agreement Page 4 of 11 )brazos technology v1.3 TECHNOLOGY shall respond as provided in Section III.B., above. If the cause of such problem is not an error, defect or nonconformity in the Covered Software, Licensee shall compensate BRAZOS TECHNOLOGY for all work performed by BRAZOS TECHNOLOGY in connection therewith, on a time and materials basis at Brazos Technology's then current standard rates, unless otherwise agreed by the parties in writing at the time, plus expenses. All expenses for travel and travel-related expenses and individual expenses require the prior approval of Licensee. B. For Non-BRAZOS TECHNOLOGY Software. Upon request and reasonable notice from Licensee, BRAZOS TECHNOLOGY will provide assistance in the installation of non-BRAZOS TECHNOLOGY software on a time and materials basis, plus expenses. All expenses for travel and travel-related expenses and individual expenses require the prior approval of Licensee. Non-BRAZOS TECHNOLOGY software consists of any software not specifically listed in Exhibit A, Section II, including the following: 1. New releases and updates to hardware vendor operating systems and other system software not listed in Exhibit A; 2. Licensee-developed software; and 3. Third-party software (except third party software embedded in the Covered Software). VII. ACCESS Software Maintenance is conditioned upon provision by Licensee to BRAZOS TECHNOLOGY of reasonable appropriate access to the system(s) running the Covered Software, including, but not limited to, passwords, system data, file transfer capabilities, and remote log-in-capabilities. BRAZOS TECHNOLOGY will maintain security of the system and use such access only for the purposes of this Agreement and will comply with Licensee standard security procedures. Information accessed by BRAZOS TECHNOLOGY agents or employees as a result of accessing Licensee system shall be deemed confidential information pursuant to the terms of the Software License Agreement executed concurrently between the parties hereto. Licensee shall also use commercially reasonable efforts to provide an active voice telephone line at each site which is available continuously when required for support access. VIII. PROBLEM REPORTING AND TRACKING PROCEDURES Licensee may use the services described herein only by making reference to the authorized support Agreement number. All such reports and requests will be made through the authorized individuals (up to two [2] per site), designated by Licensee in Brazos Technology Maintenance Agreement Page 5 of 11 Brazos technology v1.3 Exhibit B, who may be changed by Licensee from time to time by written notice to BRAZOS TECHNOLOGY. A twenty-four (24) hour Support Center HOTLINE is provided for problem reporting outside of normal business hours. IX. FEES A. Maintenance Fees. Fees for Maintenance Services provided under this Agreement are contained in Exhibit C. Any time a site or software package is added or deleted from Exhibit A, BRAZOS TECHNOLOGY will automatically adjust and/or amend Exhibit A and Exhibit C accordingly. BRAZOS TECHNOLOGY will also perform a bi-annual audit of all sections in Exhibit A. If changes have occurred, BRAZOS TECHNOLOGY will adjust and/or amend Exhibit A and Exhibit C, and maintenance fees will be adjusted accordingly. Rates will be reviewed and adjusted accordingly when another site is added and/or the workstation/server base increases (i.e., added equipment and/or installed software) and/or software to be supported exceeds the Covered Software. All fee and rate adjustments will be agreed to by both parties. B. Expenses. Licensee agrees to reimburse BRAZOS TECHNOLOGY for reasonable expenses related to the performance of services. Expenses may include, but are not limited to, charges for materials, freight, travel (including lodging and associated expenses), printing and documentation, and other out-of-pocket expenses reasonably required for performance. Expenses for travel and travel-related expenses and individual expenses require the prior approval of Licensee. X. PAYMENT A. Maintenance fees and fees for on-site support, if applicable, will be invoiced annually, thirty (30) days in advance of the year. XI. EXCLUSION OF LIABILITY FOR THE MAINTENANCES SERVICES REQUIRED HEREIN, BRAZOS TECHNOLOGY MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE MAINTENANCE FEES AND OTHER CHARGES WHICH BRAZOS TECHNOLOGY IS CHARGING UNDER THIS AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY BRAZOS TECHNOLOGY OF THE RISK OF LICENSEE CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT DAMAGES. ACCORDINGLY, BRAZOS TECHNOLOGY SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, Brazos Technology Maintenance Agreement Page 6 of 11 (0)brazos technology v1.3 OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL BRAZOS TECHNOLOGY BE LIABLE HEREUNDER TO LICENSEE FOR CUMULATIVE DIRECT DAMAGES IN ANY AMOUNT GREATER THAN THREE TIMES THE AMOUNTPAID BY LICENSEE TO BRAZOS TECHNOLOGY UNDER THIS AGREEMENT AS A MAINTENANCE FEE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION. XII. General A. Each party acknowledges that it is bound by the terms of this Agreement and further agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other Agreement with respect to software maintenance, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by a written instrument duly executed by both parties. B. This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of Texas. Any and all proceedings relating to the subject matter hereof shall be maintained in the state or federal courts of Harris County, Texas, which courts shall have exclusive jurisdiction for such purpose. Each of the parties waives any objection to venue or in personam jurisdiction, provided that service is effective. C. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. D. Neither party may assign, without the prior written consent of the other, its rights, duties or obligations under this Agreement to any other person or entity, in whole or in part. E. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. XIII. TERM AND TERMINATION The term of this Agreement shall be for one (1) year. Software Maintenance service shall commence upon the expiration of the Warranty Period set forth in the License Agreement and shall remain in effect for the original one-year (1-year) term and, thereafter, for renewal terms on a year-to-year basis until terminated (i) by Licensee in the event the Covered Software is taken out of service and upon sixty (60) days' notice to BRAZOS TECHNOLOGY; (ii) by either party upon sixty (60) days' notice Brazos Technology Maintenance Agreement Page 7 of 11 )brazos technology v1.3 prior to the expiration of the original one-year (1-year) or any subsequent one-year (1- year) renewal term; (iii) by either party upon a default of the other party, such default remaining uncured for thirty (30) days from the date of written notice from the non- defaulting party to the other specifying such default; (iv) upon the bankruptcy or insolvency of BRAZOS TECHNOLOGY; or (v) the License Agreement is terminated. Upon such termination, BRAZOS TECHNOLOGY shall refund to Licensee a portion of the maintenance fee prorated to reflect the date of termination and neither BRAZOS TECHNOLOGY nor Licensee shall have any further obligations hereunder. IN WITNESS WHEREOF, each party has caused a counterpart of the original of this Agreement to be executed as of the date first written above by its duly authorized representative. CITY OF BAYTOWN, TX BRAZOS TECHNOLOGY Signed: Signed: 144told 11 C(A — Print Name L#b. r r Print Name: Michael McAleer Title: (, t.; • Title: President 1 Date: ; l "'�`' Date: >A< (0 zcs- z-,I ( • 1; ' Wj, 4; OFF_ Brazos Technology Maintenance Agreement Page 8 of 11 I )brazos technology v1.3 EXHIBIT A -- COVERED SITES, SOFTWARE AND CONFIGURATION A. Covered Sites. This Agreement covers the following Licensee sites: Baytown Police Department Baytown Municipal Court B. Covered Software. This Agreement covers the following software components at each site listed in Exhibit A, Section A: Brazos BuildIT Website for eCitation processing Brazos RunIT Mobile software eCitation processing for both Symbol MC70/75s C. Covered Configuration. This Agreement covers the following configuration: Twenty-two (22) workstation/PDA licenses of Covered Software purchased by Licensee. Brazos Technology Maintenance Agreement Page 9 of 11 60)brazos technology v1.3 EXHIBIT B --AUTHORIZED LICENSEE CONTACTS For purposes of this Agreement, the following individuals shall be designated per site as the authorized Licensee support contacts: Baytown PD Address: 1Db 0 .60.1'n, Qllbw L) TX --T1�1.1 Name Title /�F , �i4 Phone # Contact: a.‘cm,_. N t h r\ tPC( 1- `)- ) , 3. Baytown Court Address: 11 1Qir' Lic hi'n ,T�` � i ') Name Titlalt k Ik fl'liAiPhone# Contact: Q 'f\ aolv_s � - �•�-►Qa,� Brazos Technology Maintenance Agreement Page 10 of 11 1. • it bra zos technology v1.3 EXHIBIT C --SERVICES AND FEES A. Maintenance Fee Maintenance Services for the applications and configuration listed in Exhibit A will be included in the software cost for the first year of this Agreement. This fee will be adjusted at each anniversary date of this Agreement to the then current pricing. Should additional software be licensed and installed at the Covered Site(s), the fee will be adjusted to reflect the additional software. Brazos Technology Maintenance Agreement Page 11 of 11