Las Vegas Municipal Court Software Development Contract No. 040396 - Volume 2 of 2

7/29/2019 Las Vegas Municipal Court Software Development Contract No. 040396 - Volume 2 of 2

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040396

MUNICIPAL COURT SOFTWARE DEVELOPMENT

VOLUME 2 OF 2



CONTRACT MODIFICATION No. 1

Contract No. 040396-TBMunicipal Court Software

Modification No. 1

Municipal Court Software Development, Licensing and Royalty Fee Contract

THIS MODIFICATION No . 1 is being entered Into this ;cf+/': day o f ~ . 2012,by and between the CITY OF LAS VEGAS (hereinafterthe "City"}, a municipal corporation within theState of Nevada having ifs principal office at 495 South Main Street, Las Vegas, Nevada 89101, andNEVSYS (hereinafter the "Company"), having its principal office al 9405 Queen Charlotte Drive, LasVegas, Nevada 89145.

The purpose of this Modification is to revise the amended and restated Municipal Court SoftwareDevelopment, Licensing and Royalty Fee Contract dated March 26, 2009 (the "Contract") lo update theCity's and the Company's addresses, and the City's Insurance Requirements .

The Contract is hereby modified as follows:

1. SECTION 5: COMPENSATION, ROYALTY FEES AND REIMBURSEMENT OF TRAVEL EXPENSES

DELETE: Paragraph 5.02 (d) in its entirety.

REPLACE WITH:

(d) Invoices.

The Company shall submit an invoice to the City in accordance with Section 5: COMPENSATION,ROYALTY FEE AND REIMBURSEMENT OF TRAVEL EXPENSES. All invoices should identify thefollowing items:

(i) the date of the invoice and invoice number;

(Ii) the purchase order number;

(iii) the Contract Item against which charges are made; and

(iv} performance dates covered.

Upon reconciliation of all errors, corrections, credits, and disputes, payment to the Company will bemade in full within 30 calendar days. Invoices received without a valid purchase order number

will be returned unpaid. The Company shall submit the original invoice to:

Department of Finance

ATIN : Accounts Payable

City of Las Vegas

495 South Main Street, 4111 Floor

Las Vegas, NV 89101 - 2986

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Modification No. 1

2. SECTION 5: COMPENSATION, ROYALTY FEES AND REIMBURSEMENT OF TRAVEL EXPENSES

REFERENCE: 5.03 (b)

DELETE: The Company shall mail payment of the Royalty Fees to the City at the followingaddress: City of Las Vegas, Accounts Receivable, 400 Stewart Ave., Las Vegas,Nevada, 89101.

REPLACE WITH: The Company shall mail payment of the Royalty Fees to the City at the followingaddress: City of Las Vegas, Accounts Receivable, 495 Main Street, Las Vegas,Nevada, 89101.

3. SECTION 7: PROJECT MANAGEMENT

DELETE: Paragraph 7.04 In Its entirety.

REPLACE WITH:

7.04 Place of Performance.

The Company shall perform the services required under this Contract at the following locations :

City of Las Vegas, 495 South Main Street, Las Vegas, Nevada, 89101 or, at the Las VegasMunicipal Court, 200 Lewis Avenue, Las Vegas, Nevada 89101, or the facilities of the Companylocated at 2077 East Sahara Avenue, Las Vegas, Nevada 89104 .

Upon mutual agreement, the City and Company may change the location of performance of thisContract.

4. SECTION 14: INSURANCE AND INDEMNITY

DELETE: Paragraph 14.01 in its entirety.

REPLACE WITH:

14.01 Insurance [CA0-5/2/12] R

(a) The Company shall procure and maintain, at its own expense, during the entire term of theContract, the following coverage(s):

(i) Industrial/Workers' Compensation Insurance protecting the Company and the City frompotential Company employee claims based upon job-related sickness, injury, or accident,during performance of this Contract, and must submit proof of such insurance on a certificateof insurance issued by an insurer qualified to underwrite workers' compensation insurance inthe State of Nevada, in accordance with NRS 616A-616D, Inclusive. If Company Is a sole

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Modification No. 1

proprietor, it will be required to submit an affidavit indicating that the company has elected not

to be Included in the terms, conditions and provisions of NRS 616A-6160, inclusive, andisotherwise In compliance with those terms, conditions and provisions.

(ii) Commercial General Llabilily Insurance (bodily injury, property damage) with respect to theCompany's agents assigned to the activities performed under this Contract in a policy limit ofnot less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, for bodilyinjury (including death), personal injury and property damages. Such coverage shall be onan "occurrence" basis and not on a "claims made" basis, and be provided on either aCommercfal General Liability or a Broad Form Comprehensive General Liability (including aBroad form CGL endorsement) insurance form. The form must be written on an ISO FormCG 00 01 10 01, or an equivalent form.

(b) Company must provide required Insurance documentation to Insurance Tracking Services(ITS)immediately upon notification of selection. Award is conditional upon verification by ITS thatallinsurance requirements have been met. Ali policy certificates and endorsements are required to

be issued by an agent authorized by that insurer and licensed by lhe Stateof Nevada. Ali requiredaggregate limits must be disclosed and amounts entered on the certificate(s) of insurance. Thecertificates must identify the Contract number and the Contract description. The Company shallmaintain coverage for the duration of this Contract, and any renewal periods if applicable. TheCompany shall annually provide ITS with a certificateof insurance as evidence that all insurancerequirements have been met. The Company and/or insurance carrier shall provide the City with a30 day advance notice of policy modification, cancellation or erosionof insurance limits, sent bycertified mail "return receipt requested".

Submit certificates of insurance to:

City of Las Vegas

C/O Insurance Tracking Services, Inc. (ITS)

P.O. Box 21919

Long Beach, CA 90801

Account Manager: Michael Palacios

Phone: (888) 435-2955 ext. 503

Fax: 562-435-2999

Email: [email protected]

A certified, true and exact copy of each of the project specific insurance policies (including renewalpolicies) required under this Paragraph14.01 shall be provided to the City if so requested.

(c) The City, Its officers and employees shall be named as additional insureds on all policies. Suchnotation shall appear on the certificateof insurance furnished by the Company's insurance carrier.The certificates and endorsements for each insurance policy are to be signed by a personauthorized by that Insurer and licensed by the Stateof Nevada. Each Insurance carrier's rating as

shown in the latest Best's Key Rating Guide shall be fully disclosed and entered on the requiredcertificate of insurance. The City requires Insurance carriers to maintain a Best's Key rating ofAVil. or higher. The adequacyof the Insurance supplied by the Company, including the rating andfinancial health of each Insurance carrier providing coverage, is subject to the approval of the City.

(d) All deductibles and self-insurance retentions shall be fully disclosedin the certificate of insurance.No deductible or self-insured retention may exceed $25,000.00 without the prior written approvalof the City.

(e) If the Company falls to carry the required Insurance, the City may (i) order the Company to stopfurther performance hereunder, declare the Companyin breach, pursuant to Paragraph E-4, andterminate the Contract if the breach is not remedied, or (ii) purchase replacement insurance and

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Modification No . 1

withhold the costs or premium payments made from the payments due to the Company or chargethe replacement insurance costs back to the Company.

(f) Any subcontractor or subconsultant approved by the City shall be required to procure, maintain

and submit proof of insurance to the City of the same Insurance requirements as specified above,and as required in this paragraph.

(g) The Company is encouraged to purchase any additional Insurance it deems necessary.

(h) The Company is required to remedy all Injuries to persons and damage or loss to any property ofthe City caused in whole or in part by the Company, its subcontractors or anyone employed ,directed or supervised by the Company.

(i) The policies required in 14.01 (a) I-Ii shall have a Waiver of Subrogation provision endorsement infavor of the City of Las Vegas.

5. SECTION 15: MISCELLANEOUS PROVISIONS

DELETE: Paragraph 15.1 in its entirety.

REPLACE WITH:

15.01 Notices.

All legal notices required pursuant to the terms and conditions of the Contract shall be in writing,unless an emergency situation dictates otherwise. Any notice required to be given under the terms ofthis Contract shall be deemed to have been given when (I) received by the Party to whom ii is directedby hand delivery or personal service, (ii) transmitted by facsimile with confirmation of transmission, or(iii) sent by U.S . mail via certified mail-return receipt requested at the following addresses:

FOR THE SUPPLIER: NevsysJaved Buttar

9405 Queen Charlotte DriveLas Vegas, Nevada 89145Fax# 702-304-0551

FOR THE CITY: City of Las VegasManager, Purchasing and Contracts495 South Main Street, 3r<1 FloorLas Vegas, Nevada 89101Fax #: (702) 384-9964

The parties shall provide written notification of any change in the information stated above.

An original signed copy, via U.S. Mail or other carrier designed to provide similar service, shall follow

facsimile transmissions.

6. GENERAL

In the event of any conflict between the Contract and this modification, the provisions of ModificationNo.1 take precedence. All other contract terms and conditions remain unchanged.

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-

Contract No. 040396-TB

Municipal Court SoftwareModification No. 1

IN WITNESS WHEREOF, the parties hereto have caused this Modification No 1 to be executed by theirduly authorized representatives .

CITY OF LAS VEGAS ~- ~ ~ - - ~, ANDA JONES, Mana~ and Business S vices

"City"ATTEST:

APPROVED AS TO FORM:1 ~ 5. j i tn;. ~ . $ . . J I = - ?Date

NEVSYS

Javed Buttar, President

"Supplier"

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CONTRACT MODIFICATION No. 7

MUNICIPAL COURT SOFTWARE DEVELOPMENT, LICENSING AND ROYALTY FEE

CONTRACT

1iCOl)ITRACT MODIFICATION No. 7 ("Modification '') is being entered into lhis ?{.111\Jay of· / 1;1.lV , 2009, by and between the CITY OF LAS VEGAS. (hereinafter the "City"), a

municipal corporation within the State of Nevada having its principal office at 400 StewartAvenue, Las Vegas, Nevada 89101, and NEVSYS, INC (hereinafter the "Company"), a Nevadacorporation having its principal office at 9701 Winter Palace Drive, Las Vegas, Nevada 89145.

RECITALS

WHEREAS, the parties hereto entered into the Municipal Court Software Development,Licensing and Royalty Fee Contract dated December 1, 2004, which was subsequently amendedby Modification No. 1 dated November 7, 2006, Modification Ne;>. 2 dated February 8, 2007,Modification No. 3 dated September 13, 2007, Modification No. 4 dated December 10, 2007,

Modification No. 5 dated July 21, 2008, and Modification No. 6 dated December 1, 2008(collectively the "Contract"), and

WHEREAS, the parties hereto desire to further modify the Contract to increase thedevelopmental costs set forth in Sections 501(a) and 502 (a) in the amount of $173,466, and toincorporate Modifications 1 through 6 into the Amended and Restated Contract set forth below,and

WHEREAS, with the execution of the Modification No. 7 by the parties hereto, theAmended and Restated Contract set forth below will replace and supplant the Contract datedDecember 1, 2004, and all of the subsequent amendments thereto.

NOW, THEREFORE, in consideration of the foregoing and other and good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the parties heretoagree that the Contract between the City and the Company, dated December 1, 2004, with itsModification No. 1 dated November 7, 2006, Modification No . 2 dated February 8, 2007,Modification No. 3 dated September 13, 2007, Modification No. 4 dated December 10, 2007,Modification No . 5 dated July 21, 2008, and Modification No. 6 dated December 1, 2008 is herebymodified as set forth in the Amended and Restated Contract attached hereto and dated the sameas this Modification:

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK



Municipal Court SoftwareContract No. 040396

Modification No. 7

IN WITNESS WHEREOF, the parties hereto have caused this Modification No. 7 to be executed by theirduly authorized representatives.

ATTEST:

< £ / L M ~ ~E'RLY K. lbGE,MCCity Clerk

APPROVED AS TO FORM:

{ c & < s ' / J ~Date

CITY OF LAS VEGAS

KA LEEN C. RAINEY, ManagerP chasing and Contracts

"City"

NEVSYS, lhJ91UL.....__JAVED B U T T ~

"Company"

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Municipal Cour t SoftwareContract No. 040396-TB

MUNICIPAL COURT SOFTWARE DEVELOPMENT, LICENSING AND ROYALTY FEE CONTRACT

This Amended and Restated Municipal Court Software evelopment, Licensing and Royalty Fee Contract("Contract") is made and entered into ~ + e i - of ~ = ' 2 0 0 9 , by and between the CITY OFLAS VEGAS, a municipal corporation within the State of evada having its principal office at 400 StewartAvenue, Las Vegas, Nevada 89101 ("City") and NEVSYS, INC., a Nevada corporation having its principaloffice at 9701 Winter Palace Drive, Las Vegas, Nevada 89145 ("Company").

RECITALS

WHEREAS, pursuant to NRS 332.115 (1) (b), governmental entities within the state of Nevadamay contract for professional services under the competitive bidding exception; and

WHEREAS, the City desires to Develop comprehensive, integrated Software addressinginformation technology issues of the City's Municipal Court system through the use of a professionalservices contract; and

WHEREAS, the City previously entered into the ASED Contract; and

WHEREAS, the Company represents that the Company has the experience, resources, skill and

knowledge (including, without limitation, familiarity of the City's Municipal Court system) to complete theProject at a fixed price; and

WHEREAS, the Company desires to use the Company's best efforts in the subsequent marketingand sale of licenses ·of the Licensed Property to other governmental entities; and

WHEREAS, the City is willing to convey any and all of the City's ownership in and to the ASEDModule and the CMS Software to Company so as to enable the Company to market the LicensedProperty;

NOW, THEREFORE, in consideration of the above recitals, the covenants, representations andwarranties set forth herein and other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, the Parties hereto agree to the following:

SECTION 1: DEFINITIONS

For purposes of this Contract, the capitalized words or terms used in this Contract have the meanings asset forth below:

(a) "Acceptance or Accepted" means written notification by the City to the Company that theDeliverables received in their current form are satisfactory to the City and meet the terms of theContract.

(b) ''Acceptance Testing" means a formal test conducted by the City of the CMS Software to determine

if the CMS Software performs according to the Functional Requirements and should be Accepted.

(c) "ASD" means the Administrative Services Division of the City's Municipal Court.

(d) "ASD Module" means all components reasonably required by the City to enable ASD operations andfunctions set forth in Attachment 2 (Case Management System Functional Requirements), including,and without limitation, all front counter, and financials, Judicial Enforcement Unit and recordsmanagement.

· (e) "ASED" means the Alternative Sentencing and Education Division of the City's Municipal Court.

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(f) "ASED Contract" means the written agreement dated August. 14, 2003 entered into by the City andlnfotech Services, dba Venturi Technology Partners, a North Carolina limited liability companyproviding for, at a minimum, the Development of the ASED Module.

(g) "ASED Module" means the computer program Developed under the ASED Contract to manage the

operation of ASED, which is described in Attachment 1) (ASED Module Application/SystemDocument).

(h) "Award Date" means the date that this Contract becomes effective which is entered into the firstparagraph of this Contract on the date of execution by an authorized representative of the City.

(i) "Client Support Representative" means the person designated by the Company as the point ofcontact for all issues concerning Support and Maintenance and who is responsible for all aspects ofSupport and Maintenance issues.

U) "CMS" means case management system of the City's Municipal Court.

(k) "CMS Software" means the computer program Developed pursuant to this Contract performing thefunctions set forth in the Functional Requirements.

(I) "Company Representative" means the individual authorized to act on behalf of the Company

regarding routine matters arising under or relating to this Contract, including, without limitation, to beresponsible for overseeing and monitoring the Project's coordination, schedule, and Deliverables forthe term of this Contract.

(m) "Contenf' means all material, papers, drawings, notes, memoranda, manuals, specifications,diagrams, designs, information, documents, matter, text, Software, data, graphics, computergenerated displays and interfaces, images, photographs and works of whatsoever, nature, including,without limitation, all compilations of the foregoing and all results and/or derivations of theexpression of the foregoing .

(n) "Contract" means this document entitled "Municipal Court Software Development, Licensing andRoyalty Fee Contract," consisting of Section 1 through 16 and the Attachments attached hereto,which is binding and effective only upon execution by the City.

(o) "CPU" means the central processing unit that controls the operation of a computer and the unitswithin the CPU that perform arithmetic and logical operations and decode and execute instructions .

(p) "CPI" means the Consumer Price Index for the Western states published by the United StatesDepartment of Labor which is an index of prices used to measure the change in the cost of basic

goods and services in comparison with a fixed base period.

(q) "CSD" means the Courtroom Support Division of the City's Municipal Court.

(r) "CSD Module" means all of the components reasonably required by the City to enable the CSDoperations and functions set forth in the Functional Requirements, including, without limitation, thecase generation and operation, participant management, calendar/docketing, report generation,management of the records, financial and sentencing functions for all court case management, pretrial, marshals, warrant system and house arrests.

(s) "Data Conversion" means changing from one type of file format to another.

(t) "Day" means calendar day.

(u)11

Defect" shall mean any bug, contaminate, malfunction or other defect in the Licensed Propertycaused by, arising from or emanating from the reasonable control of the Company that wouldotherwise cause the Licensed Property to be in non-conformance with the provisions of this

Contract.

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Municipal Court SoftwareContract No. 040396-TB

(v) "Deliverable" means the tangible item that the Company is required to submit to the City for

Acceptance under Section 8.01 (Deliverables) of the Contract.

(w) "Develop" or "Development" means to design, conceive, discover, reduce to practice, create, or

otherwise arise out of a Person's efforts, in any manner and through any means whatsoever,whether now known or hereafter developed, and includes, without limitation, the creation of newSoftware, incorporating, updating or refining existing Software, or a combination of these

approaches.

(x) "Error" means any design or programming deficiency that prevents the Licensed Property fromsubstantially complying with the Functional Requirements or functionality as set out in applicablemanuals and which materially affects the use, function or performance of the Licensed Property.

(y) "Final Acceptance" means that point in time when the manuals set forth in Section 2.04(Development of Manuals) and the Deliverables set forth in Section 8.01 (Deliverables) have beencompleted in their entirety and the Licensed Software is fully functional, all of which has beenAccepted in writing by the City.

(z) "Functional Requirements" means the specifications set forth in Attachment 2 (Case ManagementSystem Functional Requirements), including any amendments from time to time by the City.

(aa) "Governmental Authority" means any foreign, federal, state, county, municipal or other sovereignentity or jurisdiction, as well as all subdivisions, agencies and authorities therein.

(bb) "Hardware" means the computer and the associated physical equipment directly involved in theperformance of data processing or communication functions under this Contract.

(cc) "Intellectual Property Rights" mean patents, copyrights, Trade Secrets, trademarks and any and all

o t h ~ r intellectual property rights or interests.

(dd) "Integration" means putting diverse Hardware and/or Software components together to work as asystem.

(ee) "Intellectual Property" means all foreign, federal, state and common law trademarks, service marks,domain names, internet path names and addresses of whatsoever nature, trade dress, copyrights,know-how, show-how, patents, inventions (whether or not · patentable), mask works, Software,proprietary data, customer lists, strategic plans, financial data, Trade Secrets, all other intangibleassets of whatsoever nature and all applications for registration and/or issuance with respect to allthe foregoing and whether or not any of the foregoing is registerable or patentable, including, withoutlimitation, with respect to all of the foregoing: (i) all goodwill associated with any and all of theforegoing; (ii) all parents, continuations, continuations in part, divisionals, reissues and extensions;and (iii) all moral rights associated with any and all of the foregoing.

(ff) "Interface" means a shared boundary where two or more systems meet, or the means by whichcommunication is achieved at this boundary, including, without limitation, between Hardware andHardware (including, without limitation, sockets and plugs, or electrical signals), Hardware andSoftware, or Software and Software.

(gg) "Internet Module" means the interface between users of the Internet and the CMS Software forinquiries, payment and status information on individual cases in the City's Municipal Court.

(hh) "IVR" means interactive voice response.

(ii) "IVR Module" means the interface to the IVR System, which is provided by a third party vendorselected by the City.

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UD "Key Personnel" means that person who through their background, knowledge and expertise is

considered to be an essential component of, and contributes significantly to, the performance of thisContract.

(kk) "Licensed Property" means the CMS Software and ASED Module including, without limitation , anyand all Software or Content Developed, licensed, used or otherwise acquired at any time byCompany that enables the Functional Requirements including, without limitation, the Source Code,executable code and derivative work for every Version, Upgrade or Update offered by the Company,

or other Development relating to, associated with, or arising from the CMS Software and ASEDModule.

(II) "Media" means print, document-based medium, television, facsimile mean any medium ofexpression or medium in or through which Content may be embodied or disclosed (whether tangibleor intangible, fixed or unfixed), including, but not limited to, a natural person, print, document-basedmedium, television, facsimile, telex, telephony, radio, satellite, cable, wire, computer-based network,network, magnetic means, optical means, electronic means, Internet, intranet, Software, compactand laser disc, digital video displays, video cassettes, and multi-media and any other method (nowknown or hereafter Developed) for the publication, retention, conveyance, possession or holding ofContent.

(mm) "Module" means a self-contained functional unit that is used with or within a larger system. A

software module is a part of a program that performs a particular task.

(nn) "Notice to Proceed" means the written notification issued by the City that (i) establishes the date thatthe Company is authorized to commence performance of this Contract, and (ii) commences therunning of the time to complete the Contract.

(oo) "Object Code" .means the machine code generated from the Source Code by an assembler orcompiler.

(pp) "Off-site" means at a location other than at a facility of the City.

(qq) "On-site" means at a facility of the City.

(rr) "Parties" means both the City and the Company.

(ss)11Party" means either the City or the Company.

(tt) "Patch" means a quick modification of a computer program, which is sometimes a temporary fix untilthe problem can be solved more thoroughly.

(uu) "Performance Period" means the contracted date(s) of performance.

(vv) "Person" means any natural person, corporation, limited liability company, limited partnership,partnership, trust, association, organization, or other entity of whatsoever nature.

(ww) "Progress Report" means a written report containing, at a minimum, (i) a description of all workperformed during the covered time period, (ii) projected work and the support and assistanceneeded from the City during the upcoming period, (iii) status updates regarding the delivery times ofthe CMS Software, Interfaces or other Deliverables, (iv) discussion of potential problems or issuesaffecting the Project, and (v) comments or suggestions designed to improve the completion of theProject. The Progress Report may be supplemented, modified or otherwise changed upon writteninstruction from the City to the Company.

(xx) "Project" means the Development of the CMS Software.

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(yy) "Project Implementation Plan" is a written plan which outlines the implementation of the Project soas to meet the deadlines set forth in Section 4 (Project Schedule) and provides a detaileddescription of the Deliverables and associated functionality to be delivered to the City.

(zz) "Project Manager" means the City's principal point of contact under this Contract who is responsiblefor the coordination of Contract performance between the City and the Company.

(aaa) "Project Schedule" is the schedule of various deadlines identified in Section 4 (Project Schedule) of

the Contract.

(bbb) "Regression Testing" means the testing of previously tested functions to determine that eachremedy implemented by the Company to correct any Error or Defect is effective and has notintroduced any new Error or Defect into the CMS Software.

(ccc) "Representatives" shall mean all shareholders, directors, officers, strategic advisors, employees,agents, representatives, attorneys, and accountants either holding equity in, retained by, employedby, commissioned by, or otherwise controlled by a subject Person.

(ddd) "Rights" shall mean right, title, license and interest, including, without limitation, the IntellectualProperty right, title, license and interest.

(eee) "Royalty Fee" means the amount set forth in Section 5.03 (Royalty Fee to the City) paid to the City inconsideration of the City 's relinquishment or transfer of all of its rights in the ASED Module andCMS Software to the Company.

(fff) "Software" means the programs, routines, and symbolic languages that control the functioning of theHardware and direct its operation, including, without limitation, computer software programs, SourceCode, Object Code, executable code, or other program or code format whatsoever, whether nowknown or hereafter Developed, existing on any storage media whether machine executable orhuman readable, printed or imprinted form, including, without limitation, modifications,enhancements, translations, Updates and Upgrades thereto.

(ggg) "Software License" means the unlimited, non-exclusive, non-transferable and perpetualauthorization to use the Licensed Property.

(hhh) "Source Code" means a series of machine instructions in human readable form from which ObjectCode may be generated.

(iii) "Source Code Escrow" means an arrangement whereby certain Content (including, withoutlimitation, Source Code) is held in escrow by a third Person in accordance with certain provisions,including, without limitation, that such Content shall be released to the City in any circumstanceswherein the City may arrange for continued Support and Maintenance.

Ujj) "Support and Maintenance" means the services addressing the repair and upkeep for continuedoptimum performance and functionality of the Licensed Property, including, without limitation: (a)the Company providing the City with each Update, Upgrade and Version issued in connection withthe Licensed Property and (b) all support hotline services, consulting services, record keepingservices, and other services as set forth in Section 2.06 (Software Support and Maintenance).

(kkk) "Trade Secret" means information, including a formula, pattern, compilation, program, device,method, technique or process that (i) derives independent economic value, actual or potential, fromnot being generally known to, and not being easily ascertainable by proper means, by other personswho can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that arereasonable under circumstances to maintain its secrecy.

(Ill) "Update" means corrective patches, fixes, and other corrections of Errors or Defects in the LicensedProperty which do not constitute an Upgrade or new Version of the Licensed Property. Updates are

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·...


identified by the numeral(s) to the right of the second decimal point, with the newer Update having alarger numeral over the prior Update.

(mmm) "Upgrade" means any enhancement, modification or other upgrade that adds a substantive anduseful function not previously identified in the Functional Requirements and includes new Versionsof the Licensed Property; provided, however, that "Upgrade" shall not include any Developmentused to resolve or fix any Defect. Upgrades are identified by the numeral(s) to the right of the firstdecimal point, with the newer Upgrade having the larger numeral over the prior Upgrade.

(nnn) "User" means an individual who uses the computer, Software program, network or related service inthe scope of employment. ·

(ooo) "Version" means Software with an enhanced feature or performance characteristic that is identifiedby the numeral(s) to the left of the first decimal point, with the newer Version having the largernumeral.

(ppp) "2417" means twenty-four hours a Day, seven (7) Days per week.

SECTION 2: COMPANY OBLIGATIONS

A. Software Development Phase

2.01. CMS Software Development.

The Company shall Develop and submit to the City for Acceptance the CMS Software in accordance withFunctional Requirements as set forth in Attachments 2" Case Management System FunctionalRequirements", Attachment 9 "Traffic Master Programming", Attachment 10 "Case Management SystemApplication Interfaces", Attachment 11 "Work Program Customization", and Attachment 12 "CMS SoftwareChanges for Bail, Warrant Processing Fee, ASED Monitoring"

2.02. CMS Software Testing.

During the course of Development, the Company shall continually test the CMS Software to ascertain thatit operates according to the Functional Requirements of the Contract and other relevant standards. Thetesting shall include, without limitation, the following:

(a) Both positive and negative test cases to verify that the CMS Software responds correctly,

(b) Installation testing,

(c) Compatibil ity and interoperability testing to verify that the CMS Software functions correctly on all ofthe City's Hardware, Software and network configurations, including, without limitation that allinteroperability testing shall measure the ability of the CMS Software to communicate across theCity network on multiple computers,

(d) Performance, stress and load testing (which stress and load timing will be performed for extendedperiods and/or in instantaneous stochastic bursts) to measure the time that a task takes to completewhen run on relevant configurations from the Hardware and Software compatibility test matrix,

including, without limitation, that the Company shall: (i) use standard industry recognized test toolsand develop custom automated performance measures as well as using simple stopwatch testingmethodology, (ii) provide load testing to measure product performance by varying the level of criticalsystem resources such as CPU and bus speed, concurrent processor utilization, input and output ofdata transfer, network loading and disk or memory allocation, and (iii) perform stress testing todetermine under what loading configurations the product will fail, and

(e) Regression Testing on (i) each fix incorporated into the CMS Software to determine whether thereported bugs have indeed been fixed and that no new ones have been introduced, and (ii) using

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the Company's best efforts to create a rapid and effective Regression Testing using a subset of thefunctional and compatibility test matrix.

2.03. Development of Deliverables.

The Company shall Develop and submit to the City for Acceptance the Deliverables set forth in Section 8(Deliverables).

2.04. Development of Manuals.

(a) User Manual. The Company shall provide support and assistance to the City in preparing a UserManual providing instructions in the use of CMS Software which shall include, without limitation, thefollowing: (i) the purpose and main capabilities of the Software, and its overall operation in terms offunctions, options, and restrictions and limitations, (ii) the procedures for installing, tailoring , andinitiating the Software including; equipment setup, power-on and power-off, bootstrap and load,initiation commands, initialization of files and variables or other data, tailoring reconfiguration andadaptation, procedures for restarting Software after initialization failures and abnormal termination,procedures for terminating operation, and determining whether normal termination has occurred,recovery procedures in terms of check points and collection of failure data including restoring filesand restoring devices to operational mode, (iii) description of system inputs to the Software that mayoccur while the Software is in use and may affect the Software's Interface with the User (e .g., inputsfrom a remote sensor), (iv) description of User inputs including commands, data, and optionselection, (v) description of expected outputs of the Software including results of functions, and errormessages, (vi) description of User response to unexpected events or problems that could causeserious hazards if User does not respond, description of activities that could cause the need forUser response or override, (vii) description of each function in terms of: purpose of function; step-bystep procedures for execution; and, related functions, and (viii) error messages output by theSoftware, the meaning of each error message, and the corresponding corrective actions to be taken.

(b) System Manual. The Company shall prepare and submit to the City, with the support andassistance of the City, a System Manual describing the procedures (e.g. preparation monitoring andfault recovery) executed to operate the CMS Software including, without limitation, the following: (i)system preparation and set-up procedures including power on and off, (ii) description of equipmentsetup and the procedures required for pre-operation, procedures necessary to bootstrap the system,procedures for loading Software and data, procedures for initializing files and variables or other

parameters, and commands typically used during initiation , (iii) detailed description of standardoperating procedures including; input and output procedures addressing input and output media(e .g., magnetic tape, disk, or cartridge), operating system control language, and operatorprocedures for interactive messages and replies (e.g., which terminal to use, passwords, log on/off),(iv) description of procedures for monitoring Software during operation, including; applicable troubleand malfunction indications, evaluation techniques for fault isolation, conditions requiring computersystem shutdown, on-line intervention and abort or User communications, off-line outlineprocedures, daily operating procedures (e.g., system back-ups, and logs for maintenance), standardsafety and security procedures, and on-demand procedures (e.g., in response to User requests) , (v)description of automatic and manual procedures to be followed in case of a fault or abnormalcondition in the Software including the immediate actions and subsequent recovery procedures forevery anticipated trouble condition, (vi) description of procedures to be conducted in emergencies,including; procedures for critical system failures and safety or security emergency procedures, and

(vii) description of each diagnostic procedure, including; identification of each procedure, itspurpose, and a description of Hardware or Software necessary to execute the procedures, step-bystep instructions for executing the procedure, diagnostic messages and the corresponding requiredaction, and diagnostic tools with a description of each tool and its application.

(c) Functional Testing Manual. The Company shall provide support and assistance to the City in

preparing a Functional Testing Manual defining and describing, in detail, the Licensed Propertyinteraction in relationship to the Functional Requirements. The Functional Testing Manual shallinclude a description of a desired action, an observed action and a statement validating that theobserved action is the desired action. In the event the observed action is not the desired action,

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failure of the test shall be noted and at the sole discretion of the City, the Company shall makeappropriate Software or requirement modifications. The Functional Testing Manual shall describe allof the fields and buttons of each screen.

(d) Training Manual. The Company shall provide support and assistance to the City in preparing aTraining Manual to comprehensively define and describe, in detail, the principles of the functions ofthe Licensed Property during general use, and for the purpose of educating new program Users onhow to use the Licensed Property. The Training Manual shall be organized by function (e.g.

"Logging Into The System", "Printing Month-End Reports", etc.) and focus on addressing high levelfunctions, through which the training manual should lead or guide a User.

(e) Ownership of Manuals. The City shall retain ownership and control of the User Manual, SystemManual, Functional Testing Manual and Training Manual. The Company shall have the right to useand develop generic versions of the User Manual, System Manual, Function Testing Manual andTraining Manual. ·

B. Post Software Development Phase

2.05. Trainer Training.

The Company shall provide reasonable and necessary On-site instruction and training on the functionality,

utilization and operation of the Licensed Property to designated employees of the City. The instructionsshall be of sufficient detail to enable such persons to train other end users of the Licensed Property, suchas, without limitations, court administrators, analysts, help desk persons and other personnel of the City.

The Company and the City shall mutually agree on the time, place and manner of the instruction andtraining in order to best address the needs of the City

Prior to providing any instructions and training, the Company shall provide to the City one electronic copyand one hard copy of any training materials to be used in connection therewith. The City shall have theright to copy, reproduce and distribute the training materials without limitation, to City employees or other

third Persons involved in the use and operation of the Licensed Property.

The City is not limited in the number of attendees to receive the Trainer Training; however the City will beresponsible for providing an environment where no more than two (2) people share a single personalcomputer workstation when a personal computer workstation is necessary for the relevant TrainerTraining.

2.06. Software Support and Maintenance.

"The Company shall provide the Support and Maintenance of the Licensed Property as set forth in

Attachment 8 "Software Support and Maintenance Service Level."

SECTION 3: CITY OBLIGATIONS

3.01. City Support and Assistance.

The City will provide support and assistance to the Company in the Development of the CMS Software.The Company shall provide reasonable notice to the City so that employees of the City who are neededby the Company can reschedule their current work duties. For the first 120 days of the Project, it isunderstood and agreed that the following City employees shall be needed for the most part on a fulltimebasis: Lindsey Outland, Lupe Gonzales and Stephen Sheaffer._ In the event that any of theaforementioned employees cease employment with the City, a replacement employee shall be namedwho is acceptable to both Parties.

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3.02. Acceptance of the Licensed Property.


The Company shall provide all documentation required or requested by the City to assess theperformance and functionality of the Licensed Property; The Company shall cooperate with the City inAcceptance Testing of the Licensed Property.

The City shall deem the Licensed Property, or tested portions thereof, acceptable if and when the City has

verified, in its sole and reasonable discretion, that the Licensed Property functions according to theFunctional Requirements; provided, however, the City shall inspect and reject the Licensed Propertypursuant to Section 8.03 (Inspection and Rejection) and the Company shall remedy any rejection of theLicensed Property in accordance with Section 8.04 (Remediation).

3.03. Performance Reviews.

During the term of this Contract, the Company's compliance with the specific provisions of the Contractare subject to review by the City, including, without limitation, in accordance with the inspection provisionsset forth in Section 8.03. Should deficiencies be found, the Company shall correct the deficiencies in acommercially reasonable period of time, including, without limitation, as set forth in Section 8.03.Deficiencies deemed by the City to be material (in the City's sole and absolute discretion), if not corrected,may be subject to termination for default pursuant to Section 13.03.

3.04. City Testing.

Throughout the Development phase of the Project, and upon its completion, the City shall conduct suchtests as it deemed necessary of the CMS Software to determine if it is performing at that point in timeaccording to the Functional Requirements. The City reserves the right to conduct additional testing duringthe training provided by the Company pursuant to Section 2.05 (Trainer Training).

3.05. Miscellaneous Obligations.

The City will provide the Company with physical and electronic access to the CMS Software and theASED Module as reasonably required to discharge the Company's obligations pursuant to this Contract.

The City will install and maintain the equipment and Software reasonably required by the Company,

including a dial-up -ine, dial back modem and/or telecommunications access so that the Company mayremotely access the CMS Software and ASED Module.

The City will provide office space, office equipment (e.g. telephone, computer, fax, etc.) or access to such,and office supplies (e.g. pens, paper, notebooks, etc.) reasonably required by the Company to performthe On-site services set forth herein.

Excluding the Deliverables which are provided for in Section 8.03 (Inspection and Rejection), the Cityshall provide timely responses, approvals and other decisions (not to exceed fifteen [15] days) of thoseitems requested by the Company.

SECTION 4: PROJECT SCHEDULE

4.01. Project Schedule

The Company will complete and deliver the CMS Software and with full ASED integration (beta version)to be accepted by the City prior to "go live."

(a) Acceptance by the City that dependent on the Company ensuring that the Licensed Property is fullyfunctional and operational. Upon such occurrence, the Company shall request, and the City willprovide in accordance with, and subject to, the other provisions of this Contract (including, withoutlimitation, Sections 3.02 [Acceptance of Licensed Property, ] 3.03 [Performance Reviews] and 8.03[ Inspection and Rejection], written confirmation of Final Acceptance.

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(b) The Company will complete and deliver the instruction and training set forth in Section 2.06 (TrainerTraining) and System Manual set forth in Section 2.04 (Development of Manuals).

(c) The Company will complete and deliver a fully functional and operational CMS Application Interfaceto be accepted in the same manner as the CMS Software. Upon such occurrence, the Companyshall request, and the City will provide in accordance with, and subject to, the other provisions of thisContract (including, without limitation, Sections 3.02 (Acceptance of Licensed Property). 3.03

(Performance Reviews) and 8.03 (Inspection and Rejection), written confirmation of FinalAcceptance.

SECTION 5: COMPENSATION, ROYALTY FEE AND REIMBURSEMENT OF TRAVEL EXPENSES

5.01 Compensation to Company.

(a) Software Development Compensation. Subject to the terms and conditions stated herein, theCity shall pay to the Company the fixed amount of One Million Thirty Seven Thousand NineHundred Sixty- Six Dollars ($1,037,966) in accordance with the provisions of Section 5.02(a)(Invoice Schedule) for the development of the CMS Software.

(b) Support and Maintenance Compensation. The Company shall provide the Support and

Maintenance throughout implementation of the Project pursuant to the periods set forth in "Section13.01 Term and Termination {b) Support and Maintenance." The City shall pay to the Company thefollowing fixed amount per year. ·

Item No.12

DescriptionASED ModuleCMS SoftwareTotal per year

Annual Amount$30,000

$103,897133,897

The Company shall bill subsequent yearly Support and Maintenance at the above amounts and asadjusted herein. The company may increase the prices up to five percent (5%) per year for eachoption period, if substantiated by the Consumer Price Indices (CPI) and provided written notice isgiven to the City at least sixty (60) days in advance of the beginning of an option period. Failure tonotify the City of a price increase within the 60-day period will result in the new option year beingpriced the same as the previous year.

(c) Reimbursement of Travel Expenses. The City agrees to pay reasonable travel expenses of theCompany required under this Contract subject to the limitations set forth herein. The City willreimburse airfare up to the cost of a coach fare, with 7-day advance purchase. Reimbursement forall other expenses including, but not limited to, lodging, meals, automobile rental, and incidentalexpenses will be paid at the actual cost incurred, not to exceed $200.00 per day for the initial term ofthe agreement and if so renewed, for a period of two (2) years thereafter. Subsequent to the firstthree (3) years of the Contract, and if renewed for a period thereafter, reimbursement shall notexceed two hundred and fifty dollars ($250.00) per day, with all other terms remaining unchanged.The Company shall coordinate its travel requirements in advance with the Project Manager, and

travel may only be undertaken with the approval of the City. The City will not reimburse personalentertainment expenses, alcoholic beverages, travel expenses for family members, use of healthfacilities (unless included in the basic price of hotel accommodations), movies in a hotel, or othernon-business related costs. The Project Manager must approve, in writing, any deviations to therequirements set forth in this Section. The Company shall submit travel receipts with the invoicesfor reimbursement of travel expenses.

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... ""

5.02 Invoices and Retention

.._____,.Municipal Court SoftwareContract No. 040396-TB

(a) Invoice Schedule. The invoice s ~ h e d u l e set forth below reflects the work scope changes due to

the Memorandum of Understanding dated November 28, 2005 (Attachment 7) and provides for thedistribution of the compensation set forth in Section 5.01 (Compensation to Company). Those itemsthat have been paid in full prior to the effective date of this Modification No. 6 are hereby noted.

Payment terms are net thirty (30) days from feceipt of invoice.

The Company is to submit an invoice to the City upon completion of the Contract Items as set forthbelow:

Item No. DescriptionInvoice

Invoice DateAmount

1 Project Implementation Plan $80,000 Paid

2 Design of Screens and Process Flow of the CMS Software $110,000 Paid

3 CSD Module - Part 1 $112,500 Paid

4 CMS Definitions $137,500 Paid

5a Software Development $200,000 Paid

5b Software Development $30,000 Paid

Sc Software Development $30,000 Paid

5d Software Development $30,000 Paid

Se Software Development $30,000 Paid

Sf Software Development $30,000 Paid

5g Software Development $7,500 Paid

5h Software Development $146,666 Paid

5i Software Development $6,700 January 31, 2009

5j Software Development $6,700 February 28, 2009

Sk Software Development $6,700 March 31, 2009

51 Software Development $6,700 April 30, 2009

6a CMS Application Interface -Verisign $16,000 Paid

6b CMS Application Interface- lnfax $1,000 Paid

6c CMS Application lnterface-JLRemote $16,000 Paid

6e CMS Application - Offendertrak $16,000 Paid

7 Work Program Customization $3,000 Paid

8 Bail, Warrant, ASED changes $5,000 Paid

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Retention $10,000


Total Payments $1,037,966

(b) Payment of Retention. The City will pay the Company the retention amount before finalacceptance of the CMS Software, upon satisfaction of the following conditions:

(i) Reconciliation of all errors, corrections, credits and disputes in the prior submitted invoices,

(ii) Deposit of the Source Code for the ASED Module and the up-to-date deposit of the CMSSoftware Source Code into the Source Code Escrow, and

(iii) Final Acceptance has been issued by the City.

(c) Payment of Support and Maintenance. Upon receipt of the beta version of the CMS Software, theCity shall promptly perform preliminary testing and validation . Conditional acceptance will beacknowledged by the City within three (3) weeks from CMS Software receipt based on initial testresults. Support and Maintenance compensation shall take effect in accordance with Section 5.01(Compensation to Company) for the CMS Software upon Acceptance.

(d) Invoic ing Address. Invoices prepared by the Company to the City shall be sent to the followingaddress:

Department of Finance and Business Services,

ATTN: Accounts PayableCity of Las Vegas400 Stewart AvenueLas Vegas, NV 89101 - 2986.

A representative of the Company shall sign and certify the invoice in the following manner:

"I hereby certify, under penalty of p e r j u r y that the above invoice is just and correct andthat reimbursement for such expenses listed on this invoice has not been previouslyreceived from the City of Las Vegas nor any other source."

5.03 Royalty Fee to the City.

(a) Amount of Royalty Fee. The Company shall pay to the City a Royalty Fee equal to (i) two percent ·(2%) of the Company's future revenues (including, without limitation, monetary, barter, in-kindservices and/or any other item of value whatsoever) derived from the sale or grant of licenses for theLicensed Property (including, without limitation, licensing fees of the CMS Software or ASEDModule, any and all Modules contained therein, or any Software offered by the Company with thesame or similar functionality, whether or not it contains any or all of the CMS Source Code or theASED Source Code) minus sales or use taxes and shipping costs incurred by the Company, or (ii)the minimum amount set forth in Section 5.03(c) (Minimum Royalty Fee), whichever is greater. For

purposes of this Section, "revenues" means the proceeds derived by the Company from the marketor discounted sale of the Software licenses f0r the Licensed Property.

The Company shall charge a licensing fee that makes the sale of the Licensed Product competitivein the marketplace and ensures a maximum :return for both the Company and the City. The factorsto be considered in developing the license ! ee include, but are not limited. to, number of Users,scope and functionality limitations, and competitive market issues of the proposed licensee. In

establishing such licensing fee, the Company covenants, represents and warrants to act in goodfaith, and not to discount such licensing fee from that which would be normally charged the licenseein the marketplace. Prior to the issuing of any license of the Licensed Property, notification of theamount of licensing fee to be charged by the :Company shall be pro"vided to the City.

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·-- Municipal Cour t SoftwareContract No. 040396-TB

(b) Payment of Royalty Fee. The Company shall pay to the City the Royalty Fee each quarter("Payment Period") payable within thirty (30) Days after the respective Payment Period. Payment ofthe Royalty Fee shall continue for a period of seven (7) years from the Final Acceptance or untilsuch time as (i) the total of Royalty Fees received by the City reaches One Million and Five HundredThousand Dollars ($1,500,000) or (ii) the Company exercises its option to prepay the Royalty Feeas set forth in the next paragraph.

The Company shall mail payment of the Royalty Fees to the City at the following address: City ofLas Vegas, Accounts Receivable, 400 Stewart Ave., Las Vegas, Nevada, 89101.

(c) Minimum Royalty Fee. The Company shall pay as a minimum for each license issued for theLicensed Property in the following amount:

GROUP 1 GROUP 2 GROUP 3

Population of Municipality Greater Than, 0 40,001 100,001but Less Than or Equal To 40,000 100,000 unlimited

ASED Minimum to the City of Las Vegas $250 $750 $1,750

CMS Minimum to the City of Las Vegas $750 $2,250 $5,250Total: $1,000 $3,000 $7,000

The population figure shall be based on the latest population figures of a nationally recognizedpopulation indicator.

(d) Discharge of Royalty Fee. The Company shall have the option for a period of five (5) years fromthe Award Date to satisfy and discharge its Royalty Fee payment obligations set forth herein bytendering payment to the City of One Million, Two Hundred Fifty Thousand Dollars ($1,250,000)minus the Royalty Fees previously received by the City.

SECTION 6: CONTRACT CHANGES AND INVOICES

6.01 Change In Contract Scope.

The City may at any time, by written order, and without notice to the surety, if any, make changes withinthe general scope of this Contract in any one or more of the following: (i) description of services to be

performed, (ii) time of performance (i.e., hours of the day, days of the week, etc.), and (iii) place ofperformance of the services.

If the requested change is beyond the scope of the Functional Requirements, and results in a significantincrease or decrease of the cost of, or an increase or decrease in the time allotted for, the performance ofthe Contract, the Company shall provide the City with a written statement detailing the increase ordecrease and, if applicable, the impact upon the Project Schedule. In determining the increase in the costof performance and the impact, if any, on the Project Schedule, the Company shall take into considerationany work which no longer is to be performed as a result of the change requested by the City, and thesaving in costs or time resulting therefrom. After reviewing the written statement from the Company, the

City shall decide whether it wants to proceed with the requested change.

If, after reviewing the written statement, the City elects to proceed with the requested change, the partiesshall make an adjustment in the compensation to be paid under Section 5.01 (Compensation toCompany) or in Section 4.01 (Project Schedule), or both. If the City disagrees that the Company is

entitled to any increase in the compensation or time for performance of the Contract, the matter shall betreated as a dispute pursuant to Section 12.01 (Claims and Disputes).

The Company must assert its right to an adjustment under this Section 6.01 within 30 Days from the date ofreceipt of the written order; provided however, that if the City decides that the facts justify, the City may

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__,· Municipal Court SoftwareContract No. 040396-TB

receive and act upon a proposal submitted before final payment of the Contract. Nothing in this Sectionshall excuse the Company from proceeding with the Contract as changed .

The Company shall provide current, complete, and accurate information to the City in support of anyequitable adjustment. Failure to provide such information, within a reasonable time after a request from the

City, will be deemed a waiver of the Company's right to an equitable adjustment.

SECTION 7: PROJECT MANAGEMENT

7.01 Project Coordinators.

The City will appoint, and notify the Company in writing of, a Project Manager who will be responsible forcoordinating personnel availability, resource availability, and site access during normal working hours .

Access outside normal working hours generally will only be granted in cases of emergency; such accesswill not be withheld unreasonably.

The Company shall, within (7) days of the Award Date, appoint and notify the City in writing of a CompanyRepresentative.

7.02 Key Personnel.

Mr. Javed Buttar is the Key Personnel who is essential to the performance of this Contract. Such KeyPersonnel cannot be replaced by the Company without the written consent of the City. The City retainsthe right to review the qualification and skills of the replacement person, but is under no obligation toconsent to any substitution.

7.03 Company Availability.

The Company shall be available by means of telephone, facsimile; and e-mail for general consultation

with the City regarding effective use of the Software as may be further described by the City throughoutthe course of this Contract.

7.04 Place of Performance.

The Company shall perform the services required under this Contract at the following location:

City of Las Vegas, 400 Stewart Avenue, Las Vegas, Nevada, 89101 or, at the Las VegasMunicipal Court, 200 Lewis Avenue, Las Vegas, NV 89101, or at the facilities of the

Company located at 515 South Third Street, Suite 15, Las Vegas, NV 89101 .

Upon mutual agreement, the City and Company may change the location of performance of this Contract.

SECTION 8: DEL.IVERABLES

8.01 Deliverables.

The following are the Deliverables to be submitted by the Company according to the Project Schedule setforth in Section 4 (Project Schedule):

(a) Project Implementation Plan;

(b) Design of Screens and Process Flow;

(c) CSD Module - Part 1;

(d) CSD Module - Part 2;

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(e) Data Conversion and Transfer, ASD Module and ASED Integration;


(f) Interfaces and Reports (including Jefferson Audio Video System and Regional Justice CenterCalendering Interfaces);

(g) Internet and IVR hooks; and

(h) Trainer Training and System Manual.

The Parties hereto acknowledge that the Deliverables are not described in detail in this Agreement. TheCompany agrees to provide a more detailed description of the Deliverables and the functionalityassociated therewith as part of the Project Implementation Plan .

8.02 Risk of Loss.

The Company shall bear the risk of loss or damage associated with the Deliverables until possessionthereof is given to the City at which time the City shall bear the risk of loss or damage.

8.03 Inspection and Rejection.

The City shall have a reasonable period of time (not to exceed thirty [30] days for the Design of Screensand Process Flows of the CMS Software and fifteen (15) days for all other Deliverables) following actualreceipt ("Inspection Period") to inspect, evaluate and, if necessary, test each Deliverable.

8.04 . Remediation.

If, within the Inspection Period, the City discovers any Defect or Error with the Deliverable, the Companyshall have reasonable time (not to exceed thirty (30) days) to remedy the Defect and to deliver theDeliverable as cured to the City, along with the any other Content which was developed or used by theCompany to cure the Deliverable, the City shall have an additional ten (10) days after receipt thereof toinspect, evaluate and, if necessary, test the cured Deliverable.

8.05 Format of Deliverables.

The Company shall provide each Deliverable in hard copy and electronic form. Unless otherwise agreedupon in writing, electronic documents shall be MS Word 2000™ and MS Excel 2000™ formats. TheDeliverables prepared by the Company shall be reviewed and approved in writing by the City as tocompliance with the requirements of this Contract. The City's approval of a Deliverable shall not beunreasonably withheld.

SECTION 9: SOFTWARE OWNERSHIP LICENSING ANDSOURCE CODE ESCROW .

9.01 Ownership of Software.

(a) ASED Module. The City hereby transfers to the Company all of the City's right, title and interest inand to the ASED Module Developed under the ASED Contract, including all of the City's Intellectual

Property in and to the ASED Module.

(b) CMS Software. This Contract is not a contract for hire and the ownership of the CMS Softwareshall remain with the Company subject to the Software License granted under Section 9.02(Software License) to the City.

9.02 Software License.

The Company hereby grants to the City an unlimited, non-exclusive, non-transferable, perpetual license touse the Licensed Property.

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9.03 Source Code Escrow.


The Parties shall execute the Source Code Escrow Agreement attached hereto as Attachment 4 (ThreeParty Escrow Agreement) within ten (10) days after the Award Date. The Escrow Agreement willestablish an account for the deposit of the ASED Module and for the monthly deposit of CMS Softwareduring its Development. Within ten (10) days of the completion and acceptance of the ASED Module bythe City, the Company shall deposit the ASED Module and such related documentation into the Source

Code Escrow account.

The Company shall deposit into such escrow account the current Version and all future Updates,Upgrades and Versions of the Licensed Property. The City reserves the right to require that the CMSSoftware and ASED Module be deposited into separate accounts if so determined to be in its bestinterests. The City shall be responsible for all costs of the escrow services.

SECTION 10: CONFIDENTIAL INFORMATION

10.01 Non-Disclosure Agreement.

Within ten (10) days of the Award Date, the Company and City will enter into the Non-DisclosureAgreement set forth as Attachment 3 (Non-Disclosure Agreement).

10.02 Trade Secrets and Confidential Information.

To the extent permitted by NRS 49.325, NRS 332.061 or other applicable local, state or federal law,Attachment 1 (ASED Module Application/System Document) and Attachment 2 (Case ManagementSystem Functional Requirements) shall be deemed as containing Trade Secrets and the informationcollected by the City pursuant to Section 15.06 (Audit of Records) shall be classified as confidentialinformation, all of which shall not be disclosed to the public unless agreed to by the Parties or otherwiseadjudicated by a court of competent jurisdiction.

10.03 Governmental Entity.

Notwithstanding any of the requirements set forth in Sections 10.01 (Non-Disclosure Agreement) and10.02 (Trade Secrets and Confidential Information), the Parties hereto acknowledge and agree that the

City is a governmental entity subject to certain public disclosure requirements imposed by law which maypreclude the City from complying with the confidentiality and non-disclosure requirements of this Section.In the event that the City is required to disclose any information required to be kept confidential or treatedas a Trade Secret, such disclosure by the City shall not be considered a breach of this Section 10.

10.04 Municipal Court Data, Records or Other Information.

The Company acknowledges and agrees that in the performance of its obligations under this Contract thatit will be given access to data, records and other information of the City's Municipal Court, which isconfidential pursuant to the provisions of law (such as, but not limited to, NRS 179A.070, 179A.100 and179A.110) to the public. The Company agrees not to use or disclose any data, records or information towhich it is given access for purposes of this Contract. Nothing in this Agreement is to be construed asgranting to the Company any rights of ownership in, or use of, such data, records, or other information of

the City's Municipal Court.

SECTION 11: COVENANTS, REPRESENTATION AND WARRANTIES

11.01 Non-infringement Warranty and Indemnity.

In addition to Section 14.02, the Company shall defend, at its own expense, any claim, suit or proceedingbrought against the City to the extent it is based upon a claim that any or all of the Licensed Propertyinfringes upon or misappropriates any Intellectual Property of any third Person. The City shall (i) promptlynotify the Company in writing of any such claim, (ii) give the Company full information and assistance in

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connection therewith, and (iii) give the Company the sole right to control the defense of any such claimand the sole right to settle or compromise any such claim. The Company shall pay all damages, costs,losses, and expenses (including, without limitation, any attorney fees) finally awarded to third Personsagainst the City in such action or agreed to in settlement by the Company. If any Licensed Property is, orin the Company's opinion might be, held to infringe or misappropriate as set forth above, the Companymay, at the Company's option and expense replace or modify such Licensed Property with Software orother Content substantially similar in functionality in accordance with Section 11 .04(xi) so as to avoidinfringement or misappropriation, or procure the right for the City to continue the use of such Licensed

Property. If neither of such alternatives is, in the Company's opinion, commercially reasonable, theLicensed Property shall be returned to the Company, and the Company shall refund the amount paid bythe City to the Company for such Licensed Property . TO THE EXTENT PERMITTED BY LAW, THEFOREGOING AND SECTION 14.02 STATES THE ENTIRE LIABILITY OF THE COMPANY TO THECITY CONCERNING INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTYRIGHTS, INCLUDING BUT NOT LIMITED TO PATENT, COPYRIGHT, TRADEMARK, AND TRADESECRET RIGHTS, AND IS IN LIEU OF AND REPLACES ANY AND ALL OTHER EXPRESS, IMPLIEDOR STATUTORY . WARRANTIES OR CONDITIONS REGARDING INFRINGEMENT ORMISAPPROPRIATION.

The Company shall have no liability for, and no obligation to defend the City against any claim ofinfringement to the extent such claim is based on (i) use of CMS Software or ASED Module outside thescope of this Contract, (ii) use of a superseded or altered release of CMS Software or ASED Module, (iii)any modification of the CMS Software not made or authorized in writing by the Company, or (iv) the City'suse of the CMS Software after Company's written notice to the City that the City cease use of the CMSSoftware due to such claim. The above exclusions apply to the extent that the infringement would havebeen avoided but for such improper use.

11.02 Performance Warranty.

The Company warrants that its services shall be performed in full conformity with this Contract, with theprofessional skill and care that would be exercised by those who perform similar services in thecommercial marketplace, and in accordance with accepted industry practice. In the event of a breach ofthis warranty and/or in the event of non-performance and/or failure of the Company to perform theservices in accordance with this Contract, the Company shall, at no cost to the City, re-perform or performthe services so that the services conform to the warranty . It shall be the responsibility of the Company tofurnish the City with sufficient data and information needed to determine if the services performed by the

Company conform to all the requirements of this Contract.

11.03 Software Warranty.

The Company warrants that the Licensed Property shall, within commercially reasonable standards,perform at all times according to the functionality outlined and described in the Functional Requirementsand applicable manuals.

11.04 Miscellaneous Warranties.

In addition to the above warranties, the Company for itself and its Representatives, hereby covenants,represents and warrants as of the Award Date and throughout the Term of this Contract, the following:

(a) The Company is duly organized, validly existing and in good standing under the laws of the state ofNevada, and has full and unrestricted power and authority, corporate or otherwise, to execute,deliver and perform this Contract and other instruments and documents required or contemplatedherein.

(b) Neither the execution and delivery of this Contract or any document, agreement or instrumentrequired or contemplated herein, nor the consummation of the transactions contemplated herein ortherein shall constitute a violation of, or default under, or conflict with, any term or provision of anycommitment, indenture, lease or other contract to which the Company is a party or by which it isbound.

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- --· Municipal Court SoftwareContract No. 040396-TB

(c) The Company Developed, and is solely responsible for the Development of, the CMS Software, andthe Updates, Upgrades and Versions thereto, and no third Person was involved in the Developmentof any portion thereof.

(d) The Company has all the Rights necessary to grant a license to the Licensed Property to Citypursuant to this Contract.

(e) The Company, and the Licensed Property, shall comply with all rules, laws, ordinances and lawfulrequirements of every Governmental Authority which relate to, arise out of, or are in connection withthe possession, use and/or operation of the Licensed Property.

(f) The Licensed Property is interoperable and shall be interoperable throughout the term of thisContract with commercially available operating systems and applications on currently supportedMicrosoft Windows platforms. Where applicable, the Licensed Property shall be interoperable withcommercially available web browsers including, without limitation, Microsoft Internet Explorer andNetscape Navigator.

(g) The Licensed Property does not, and shall not, infringe upon any Rights in and to the IntellectualProperty of any third Person.

(h) The Licensed Property does not contain, and the Company shall not knowingly introduce through

any Media whatsoever or in the fulfillment of any obligation under this Contract, any virus, worm,trap door, back door, bomb, bug or other contaminate or disabling device, including, withoutlimitation, any timer, clock, counter or other limiting routines, codes, commands or instructions thatmay have the effect or be used to access, alter, delete, damage, or disable the Licensed Property orany other Software, Hardware or Intellectual Property of the City.

(i) The Company has no knowledge that any third Person is infringing upon any Right in and to anyLicensed Property and shall promptly notify the City of any unauthorized use of any LicensedProperty by third Persons that come to the attention of the Company and shall have the right,exercisable at the sole discretion, cost and expense of the Company, to institute and control allclaims against third Persons relating to the Licensed Property; provided, however, that if theCompany does not investigate and/or prosecute any reasonable claim against such third Personswithin five (5) business days of notice of unauthorized use or other actual or potential infringement

by such third Persons the City shall have the right, exercisable at its sole discretion, cost andexpense to commence its own action or litigation to cease the actual or potential unauthorized useor infringement, and in the event the City is precluded, legally or otherwise, from commencing suchaction or litigation, the Company shall confer with the City, and if so requested by the City,commence such action or litigation to remove the unauthorized use or infringement.

U) In the event that any portion of the Licensed Property Is determined to infringe on the IntellectualProperty of a third Person or that it is the subject of a prohibition of use by any GovernmentalAuthority, then the Company, in its reasonable discretion, shall have ninety (90) days to provide asubstitute to the Licensed Property, or affected portions thereof, in a manner that would render theLicensed Property, or affected portion thereof, as not infringing or the subject of such prohibition.

SECTION 12: LIABILITIES AND REMEDIES

12.01 Claims and Disputes.

For each claim or dispute arising between the Parties under this Contract, the Parties shall attempt toresolve the matter through escalating levels of management. In the event the matter cannot besuccessfully resolved in this manner, the City is granted the right, regardless of which Party is assertirigthe claim or dispute, to determine between arbitration or litigation as the forum in which to resolve theclaim or dispute. For any and all claims or disputes asserted by the Company, the Company shall notifythe City of its intent to proceed further with the claim or dispute. In response thereto, the City shall notifythe Company as to its selected forum for resolution. For any and all claims or disputes asserted by the

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City, the City shall notify the Company of its intent to proceed with further resolution and in the samenotice as to whether it has selected arbitration or litigation as the forum to resolve the claim or dispute.

In the event arbitration is the designated forum, the Parties shall follow the procedures set forth inAttachment 5. The laws of the State of Nevada shall govern this Contract and the venue for purposes ofsuch litigation or arbitration shall be in Clark County.

12.02 No Damages fo r Delay.

The Company shall not make any claim against the City for damages, losses or additional expenseswhich the Company may suffer as a result of any delay of thirty (30) days or less in the completion of theProject regardless of the circumstances giving rise to the delay. In the event that the Company has beendelayed in the completion of the Project due to non-availability of personnel, data, equipment, timelyresponses or approvals or other actions or omissions of the City, the Company shall immediately notifythe Project Manager in writing of the facts and circumstances causing the delay. Upon receipt of thisnotification, the City will within a reasonable time (not to exceed seven (7) days) notify the Company in

writing of the action to be taken to remedy the delay. If the City agrees that the Company's delay is thefault of the City, the Company shall be granted an extension equal to the time of delay as its sole remedyfor delays which cumulatively amount to less than thirty (30) days. Should delays to the Project which arecaused by the City exceed thirty (30) days; the parties agree to negotiate additional compensation for theCompany as a result of the delay.

SECTION 13: TERM AND TERMINATION

13.01 Term.

Unless otherwise terminated pursuant to Section 13.02 (Termination for Convenience) or Section 13.03(Termination for Default), the terms of this Contract shall be as follows:

(a) CMS Sof tware Development. The Company shall have completed the Development of the CMSSoftware, and the City shall have given Final Acceptance thereof by April 15, 2009. The ProjectManager shall have the authority on behalf of the City to extend the completion date by writtennotification to be finalized through a Contract modification, executed by both parties."

(b) Support and Maintenance. The Company shall provide the Support and Maintenance of theLicensed Property commencing, in the case of the ASED Module, upon its completion and use bythe City and, in the case of the CMS Software, upon the Final Acceptance by the City. The Supportand Maintenance shall continue for a period of twelve (12) months thereafter, provided, however,the first full month after the date of completion and use of the ASED Module or the Final Acceptanceof the CMS Software, whichever is applicable, shall count as the first month of the twelve (12) monthperiod. Unless otherwise terminated by the terms stated herein, the City will have the perpetualoption of extending the Support and Maintenance for one (1) year periods. The option shall beexercised by the City providing the Company with thirty (30) days written notice prior to expiration ofthe then current term. Exercise of a one-year option period does not commit the City to exercisefurther options.

13.02 Termination fo r Convenience.

The City shall have the right at any time to terminate further performance of this Contract, in whole or in

part, for any reason whatsoever (including no reason). Such turmination shall be effected by writtennotice from the City to the Company, specifying the extent and effective date of the termination. On theeffective date of the termination, the Company shall terminate all work and take all reasonable actions tomitigate expenses. The Company shall submit a written request for incurred costs for services performedthrough the date of termination, and shall provide any substantiating documentation requested by the City.In the event of such termination, the City agrees to pay the Company within thirty Days after receipt of acorrect, adequately documented written request. The City's sole liability under this Paragraph is forpayment of the costs for the services requested by the City and actually performed by the Company.

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13.03 Termination for Default.


The City may, by written notice of default to the Company, terminate this Contract in whole or in part if theCompany does any of the following:

(a) Fails to perform the services stated herein and within the time specified in this Contract or anyextension, or make progress, so as to endanger performance of this Contract,

(b) breaches any provision not related to the City's Intellectual Property and fails to cure such breachwithin thirty (30) days written notice from City of the breach,

(c) breaches any provision related to the City's Intellectual Property and fails to cure such breachpromptly after the Company receives notice of such breach,

(d) an assignment is made of the Company's business for the benefit of creditors,

(e) a petition in bankruptcy is filed by or against the Company,

(f) a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or part of theCompany or its property, or

(g) the Company is adjudicated to be bankrupt.

Unless otherwise specified, the City's right to terminate this Contract for the reasons stated above may beexercised if the Company does not cure such default within ten (10) Days (or more if authorized by theCity) after notice, thereof is provided to the Company.

If this Contract is terminated, in whole or in part, pursuant to subsections (i) through (vii) above, the Citymay acquire, under reasonable terms and in the manner it considers appropriate, services or goodssimilar to those terminated, and the Company shall be liable to the City for any excess costs for thoseservices or goods. However, the Company shall continue the work not terminated by the City.

The Company shall not be liable for any excess costs if the failure to perform the Contract arises from

circumstances beyond the Company's control as stated in Section 15.07 (Excusable Delay).

The City retains the right to terminate for default immediately should the Company fail to maintain therequired levels of insurance, fail to comply with applicable local, state, and Federal statutes governingperformance of these services, or fail to comply with statutes involving health or safety.

13.04 Effect of Termination.

The termination or cancellation of this Contract, or any part thereof, shall not affect the rights andobligations of the Parties accrued prior to the termination. In the event of such termination, the Companyagrees to update as of the effective date of termination its deposit of the Source Code for the CMSSoftware into the Source Code Escrow.

SECTION 14: INSURANCE AND INDEMNITY

14.01 Company Insurance.

The Company shall procure and maintain, at its own expense, during the entire term of the Contract, thefollowing coverages: (i) Industrial/Workers' Compensation Insurance protecting the Company and theCity from potential Company employee claims based upon job-related sickness, injury, or accident, duringperformance of this Contract, and (ii) Comprehensive General Liability (bodily injury, property damage,)Insurance with respect to the Company's agents and vehicles assigned to the activities performed underthis Contract in a policy limit of not less than $1,000,000.00 combined single limit per occurrence and

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_,.• Municipal Court SoftwareContract No. 040396-TB

$2,000,000.00 in the aggregate. Such coverage shall be on an "occurrence" basis and not on a "claimsmade" basis.

The City shall be named as an additional insured party thereunder and such notation shall appear on thecertificate of insurance furnished by the Company's insurance carrier. The certificates and endorsementsfor each insurance policy are to be signed by a person authorized by that insurer and licensed by theState of Nevada. Each insurance carrier's rating as shown in the latest Best's Key Rating Guide shall befully disclosed and entered on the required certificate of insurance. The adequacy of the insurance

supplied by the Company, including the rating and financial health of each insurance carrier providingcoverage, is subject to the approval of the City. The City requires insurance carriers to maintain a Best'sKey rating of "A VII" or higher.

All deductibles and self-insurance retentions shall be fully disclosed in the certificate of insurance. Nodeductible or self-insured retention may exceed $10,000.00 without the prior written approval of the City.

Certificates indicating that such insurance is in effect shall be delivered to the City within ten (10) Daysafter the Award Date of this Contract, or before work commences, whichever is earliest. The Companyshall maintain coverage for the duration of this Contract. The Company shall annually provide the Citywith a certificate of insurance as evidence that all insurance requirements have been met. It is furtheragreed that the Company and/or insurance carrier shall provide the City with a thirty (30) day advancednotice of policy modification or cancellation. Any exclusion to the effect that the insurance carrier will

"endeavor to inform" must be stricken from the certificate of insurance.

Should the Company fail to carry the required insurance, the City has the option to purchase replacementinsurance and charge the costs back to the Company.

14.02 Indemnification.

In addition to the insurance requirements set forth in Section 14.01 and the indemnification provisions setforth in Section 11 .01, the Company shall protect, indemnify and hold the City, its officers, employees,agents, and consultants (collectively the "City") harmless from any and all claims, liabilities, damages,losses, suits, actions, decrees, and judgments including, attorney's fees, court costs or other expenses ofany and every kind or character (collectively the "Liabilities") which may be recovered from or sought againstthe City, or any of them, as a result of, by reason of, or as a consequence of, any act or omission, negligent

or otherwise, on the part of the Company, its officers, employees, or agents in the performanceof

the terms,conditions and covenants of the Contract.

It is expressly agreed that the Company shall defend the City against the Liabilities and in the event that theCompany fails to do so, the City shall have the right, but not the obligation, to defend the same and to

charge all direct and incidental costs, including attorney's fees and court costs, to the Company.

SECTION 15: MISCELLANEOUS PROVISIONS

15.1 Notices.

All legal notices required pursuant to the terms and conditions of this Contract shall be in writing, unlessan emergency situation dictates otherwise. Any notice required to be given under the terms of thisContract shall be deemed to have been given when (i) received by the Party to whom it is directed by

hand delivery or personal service, (ii) transmitted by facsimile with confirmation of transmission, or (iii)sent by U.S. mail via certified mail-return receipt requested at the following addresses:

FOR THE CITY: City of Las VegasManager, Purchasing & ContractsCity Hall, 1st Floor400 Stewart AvenueLas Vegas, Nevada 89101-2986;

FOR THE COMPANY: President, NevSys, Inc.

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9701 Winter Palace DriveLas Vegas, Nevada 89145.


The Parties shall provide written notification of any change in the information stated above.

An original signed copy, via U. S. Mail or other carrier designed to provide similar service, shall followfacsimile transmissions.

15.2 Assignment.

Neither Party may assign their rights nor delegate their duties under this Contract without the writtenconsent of the other Party. Except for the consent required under Section 7.02 (Key Personnel), suchconsent shall not be unreasonably withheld. Any assignment failing to comply with the precedingrequirements shall be void.

15.3 Independent Contractor Status.

In the performance of services under this Contract, the Company and any other person employed by itshall be deemed to be an independent contractor and not an agent or employee of the City. TheCompany shall be liable for the actions of any person, organization or corporations with which it

subcontracts to fulfill this Contract. The City shall hold the Company as the sole responsible Party for theperformance of this Contract. The Company shall maintain complete control over its employees and all ofits subcontractors. Nothing contained in this contract or any subcontract awarded by the Company shallcreate a partnership, joint venture or agency. Neither Party shall have the right to obligate or bind theother Party in any manner to any third Person.

15.4 Secur ity and Conflicts of Interest.

An official of the City, who is authorized in such capacity and on behalf of the City to negotiate, make,accept or approve, or take part in negotiating, making, accepting, or approving this Contract, paymentsunder this Contract, or work under this Contract, shall not be directly or indirectly interested personally in thisContract or in any part hereof. No officer, employee, architect, attorney, engineer or inspector of, or for theCity, who is authorized in such capacity and on behalf of the City to exercise any legislative, executive,

supervisory or other similar functions in connection with this Contract, shall become directly or indirectlyinterested personally in this Contract or in any part hereof, any material supply contract, subcontract,insurance contract, or any other contract pertaining to this Contract.

Each Party represents that it is unaware of any financial or economic interest of any public officer oremployee of the City relating to this Contract. Notwithstanding any other provision of this Contract, if suchinterest becomes known, the City may immediately terminate this Contract for default or convenience,based on the culpability of the Parties.

The Company represents and warrants that it has, in accordance with the current policy of the City,disclosed the ownership and principals of the Company on Attachment 6, (Certificate - Disclosure ofOwnership/Principals), and that it has a continuing obligation to update this disclosure whenever there is amaterial change in the information contained therein.

Violations of this section may result in civil and/or criminal liability.

15.5 Taxes.

The City is exempt from paying Sales and Use Taxes under the provisions of Nevada Revised Statutes372.325(4), and Federal Excise Tax, under Registry Number 88-87-0003k. The Company shall pay alltaxes, levies, duties and assessments of every nature and kind, which may be applicable to any workunder this Contract. The Company shall make any and all payroll deductions required by law. TheCompany agrees to indemnify and hold the City harmless from any liability on account of any and all suchtaxes, levies, duties, assessments and deductions.

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The Company in the performance of the obligations of this Contract shall comply with all applicable laws,rules and regulations of all governmental authorities having jurisdiction over the performance of thisContract including, but not limited to, the Federal Occupational Health and Safety Act, and all state andfederal laws prohibiting and/or relating to discrimination by reason of race, sex, age, religion or nationalorigin.

If, at any time during the term of this Contract, or at any time after the expiration or termination of theContract, the City or the City's designated representative(s) finds the dollar liability is less than paymentsmade by the City to the Company, the Company agrees that the difference shall be either: (a) repaidimmediately by the Company to the City or (b) at the City's option, credited against any future billings duethe Company.

The Company agrees that it is responsible for all taxes, if any, associated with, or resulting from, thetransfer of ownership in the ASED Module.

15.6 Audit of Records.

The Company agrees to maintain financial records pertaining to all matters relative to this Contract in

accordance with standard accounting principles and procedures and to retain all records and supportingdocumentation applicable to this Contract for a period of three (3) years after completion of this contract

and any subsequent extensions thereof. All records subject to audit findings shall be retained for three (3)years after such findings have been resolved . In the event the Company goes out of existence, theCompany shall turn over to the City all of its records relating to this Contract to be retained by the City forthe required period of time.

The Company agrees to permit the City or the City's designated representative(s) to inspect and audit itsfinancial records and books relative to this Contract at any time during normal business hours and underreasonable circumstances and to copy and/or transcribe any information that the City desires concerningthe Company's financial records. To the extent permitted by law, any copy and/or transcription of thefinancial records of the Company will be treated as confidential information pursuant to the NonDisclosure Agreement (Attachment 3) executed between the Parties. The Company further understandsand agrees that such inspection and audit would be exercised upon written notice. If the Company or itsrecords and books are not located within Clark County, Nevada, and in the event of an inspection and

audit, Company agrees to deliver the records and books or have the records and books delivered to theCity or the City's designated representative(s) at an address within the City of Las Vegas as designatedby the City. If the City or the City's designated representative(s) find that the records and books deliveredby the Company are incomplete, the Company agrees to pay the City or the City's representative(s)' coststo travel (including travel, lodging, meals, and other related expenses) to the Company's offices to inspect,audit, retrieve, copy and/or transcribe the complete records and books. The Company further agrees topermit the City or the City's designated representatives to inspect and audit, as deemed necessary, allrecords of this project relating to finances, as well as other records including performance records thatmay be required by relevant directives of funding sources of the City.

15.7 Excusable Delay.

Neither the City nor the Company shall be responsible for any damages (direct or consequential), losses

or expenses caused by any delays in the performanceof

their respective obligations hereunder which arebeyond the reasonable control of the Party including, without limitation, delays due to war, fire, strike, riotor insurrection, natural disaster, common carriers, governmental order or regulation, unavailability ofequipment or Software from suppliers, default of a subcontractor or vendor to the Party provided thedefault is beyond the reasonable control of the subcontractor or vendor, the acts or omissions of the otherParty, its directors, officers, employees or agents (collectively herein "Excusable Delay"). The Companyis entitled to an Excusable Delay if the City fails to provide sufficient personnel, data, equipment, or timelyresponses or approvals as required under the Contract. In the event of the occurrence of an ExcusableDelay, the Party whose performance has been impacted shall be entitled to an extension on a day for daybasis or as otherwise reasonably necessary to compensate for the Excusable Delay.

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---15.8 Public Records.

_.


The City is a public agency as defined by state law. As such, it is subject to the Nevada Public RecordsLaw (Chapter 239 of the Nevada Revised Statutes). All of the City's records are public records, which aresubject to inspection and copying by any person (unless declared by law to be confidential). ThisContract and the supporting Attachments, excluding Attachment 1 (ASED Module Applications/SystemDocument) and Attachment 2 (Case Management System Functional Requirements), are deemed to bepublic records.

15.9 Language.

English is the authoritative text of this Contract, and all communications, litigation and other adjudicationshereunder must be made and conducted in English. In the event this Contract is translated, the Englishlanguage version will control.

15.10 Licenses.

During the entire performance period of this Contract, the Company shall maintain all federal, state, andlocal licenses and registrations applicable to the work performed under this Contract.

15.11 Marketing.

The Company may not publish or sell any information from or about this Contract without the prior writtenconsent of the City. This restriction does not apply to the use of the City's name in a general list ofcustomers, so long as the list does not represent an express or implied endorsement of the Company orits services. The City will assist the Company in promoting the Licensed Property and services for a two(2) year period beginning with the Final Acceptance of the CMS Software. This assistance shall entailacting as a company reference, using the City name in Company literature and up to four (4) pressreleases and two (2) case studies. The Company shall coordinate all news releases with, and direct allinquiries to, the City's Communications Director who shall have final authority as to content. At the solediscretion of, and upon written authorization by the City, the City may assist the Company in othermarketing efforts as mutually agreed upon.

15.12 Funding Out.

This Contract shall terminate and the City's obligations under it shall be extinguished at the end of anyCity fiscal year in which the City's governing body fails to appropriate monies for the ensuing fiscal yearsufficient for the payment of all amounts which could then become due under this Contract.

15.13 Third Person Liability and Interests.

This Contract is entered into for the exclusive benefit of the Parties. It is not intended to benefit anyPerson who is not a Party to this Agreement; create any rights, powers or interest in any third Person; orassume any special duty to provide for the safety of any Person.

15.14 Entire Agreement and Incorporation.

This Contract, including all Exhibits and other documents incorporated herein by reference, constitutes thecomplete and exclusive agreement between the Parties with respect to the subject matter he reof, andsupersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandingsand agreements, written and oral, regarding such subject matter. No course of prior dealings between theParties and no usage of the trade shall be relevant to supplement or explain any term used in thisAgreement.

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15.15 Amendments.


No subsequent alteration of this Contract shall be binding upon the Company or the City, unless reducedto writing and signed by the Party to be charged. Any other attempt to modify or amend this Contractshall be null and void, and may not be relied upon by either Party. ·

15.16 Execution.

This Contract shall not become a binding contract until signed by an authorized officer of both Parties, andit is effective as of the date so stated at the beginning thereof.

15.17 General Rules of Construction.

The Company and the City acknowledge that this is a legal agreement and should be reviewed by legalcounsel. The provisions contained herein shall not be construed in favor of or against either Partybecause that Party or its counsel drafted this Contract, but shall be construed as if all Parties preparedthis Contract.

Whenever the singular number is used in this Agreement and when required by the context, the sameshall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all ofthe genders.

The section and paragraph headings appearing in this Contract are inserted for the purpose ofconvenience and ready reference. They do not purport to define, limit or extend the scope or intent of thelanguage of the sections and paragraphs to which they pertain.

15.18 Severability.

The invalidity, illegality, or unenforceability of any provision of this Contract or the occurrence of any eventrendering any portion or provision of this Contract void shall in no way affect the validity or enforceabilityof any other portion or provision of this Contract. Any void provision shall be deemed severed from thisContract, and the balance of this Contract shall be construed and enforced as if this Contract did notcontain the particular portion or provision held to be void. The Parties shall amend this Contract toreplace any stricken provision with a valid provision that comes as close as possible to the intent of thestricken provision. The provisions of this clause shall not prevent this entire Contract from being void

should a provision which is of the essence of this Contract be determined void.

15.19 Waiver.

No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiveror consent shall be in writing and signed by the Party claimed to have waived or consented. Any consentby any Party to, or waiver of, a breach by the other Party, whether express or implied, shall not constitutea consent to waiver of any different or subsequent breach.

15.20 Originals and Counterparts.

This Contract may be executed in two or more counterparts, each of which will be deemed an original, butall of which together shall constitute one and the same instrument. Once signed, any reproduction of this

Contract made by reliable means (e.g., photocopy, facsimile) is considered an original.

15.21 Survival Of Obligations.

Any provisions of this Contract which by their nature extend beyond termination shall survive suchtermination.

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._, Municipal Court SoftwareContract No. 040396-TB

15.22 Further Assurances.

The City and the Company agree to execute such further papers, agreements, documents, instrumentsand the like as may be necessary to effect the purpose of this Contract and to carry out its provisions.

15.23 Order of Precedence.

In the event of a conflict between the specific language set forth in this Contract and any Attachment orExhibit set forth in Section 16 (Attachments), the specific language of this Contract shall prevail. Any

exception to this order of precedence will be addressed through specific language elsewhere herein.

15.24 Agreement Binding.

This Contract shall be binding upon and inure to the benefit of the Parties, their heirs, executors,administrators, successors and permitted assigns.

SECTION 16. ATTACHMENTS

The following attachments are hereby incorporated into this contract:

Identifier Title/Text Reference Pages

Attachment 1 ASED Module Application/System Document,Dated November 16, 2004 123[Section I - Definitions - "ASED Module"and Section 15.08 - Public Records]

Attachment 2 Case Management System Functional Requirements,

dated September 14, 2004 77[Section 2.01 - CMS Software Development and

Section 15.08 - Public Records]

Attachment 3 Non-Disclosure Agreement[Section10.01- Non-Disclosure Agreement and 4Section 15.06-Audit of Records]

Attachment 4 Three-Party Escrow Agreement (No. L002) 1O

[Section 9.03 - Source Code Escrow]

Attachment 5 Arbitration Procedure[Section 12.01 - Claims and Disputes] 2

Attachment 6 Certificate - Disclosure of Ownership/Principals 2

[Section 15.04 - Security and Conflictsof Interest]

Attachment 7 Memorandum of Understanding X[Section 5.02. (a) Invoices and Retention]

Attachment 8 NEVSYS Software Support and Maintenance Service LevelWith Case Management System (CMS) Enhancement Options 6[Section 2.06 Software Support and Maintenance]

Attachment 9 Traffic Master Programming 2[Section 2.01 CMS Software Development]

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Attachment 1O

Attachment 11

Attachment 12

. .._..,- Municipal Court SoftwareContract No. 040396-TB

Case Management System Application Interfaces

[Section 2.01 CMS Software Development ]

Work Program Customization

[Section 2.01 CMS Software Development ]

CMS Software Changes for Imposed Bail, Warrant Processing

Fee, ASED Monitoring[Section 2.01 CMS Software Development ]

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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1

1

2



Municipal Court SoftwareContract No . 040396-TB

In witness whereof, the Parties have executed this Contract effective the date and year first written above.

ATTEST:~ ~ity Clerk


{ / Date

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GAS

KAT LEEN C. RAINEY, ManagerPurchasing and Contracts

"City"

N E V S Y S , I ~JAVED BUTTAR, President

"Company"



Municipal Court Software CLV Contract No. 040396

ATTACHMENT 3

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made and entered into this / J:/" day of l J e t : e # l ~ O O ! : f . ,by and between NevSys, Inc. (the "Discloser'') and the City of Las Vegas (the "Recipient"), a municipal

corporation within the State of Nevada.

WITNESSETH

WHEREAS, the Recipient is a governmental entity subject to the public record laws of NRSChapter 239; and

WHEREAS, the parties hereto desire to discuss and exchange certain items and informationrelated to business programs, products, applications, systems, components, technologies and businesstopics which the Discloser considers to be highly confidential and proprietary; and

WHEREAS, the parties hereto desire to enter into an agreement setting forth the obligations ofthe Recipient with respect to the disclosure of confidential information provided by the Discloser.

NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of themutual covenants and agreements set forth herein, hereby agree as follows:

1. CONFIDENTIAL INFORMATION. "Confidential Information" shall mean the informationwhich has been identified or designated by the Discloser as confidential and which relates to the businessprograms, products, applications, systems, components, technologies and business topics provided bythe Discloser to the Recipient regardless of whether it is written, oral, audio tapes, video tapes, computerdiscs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human ormachine readable documents . Confidential Information shall also include the information provided by theDiscloser to the Recipient prior to the signing of this Agreement.

Confidential Information shall not include any of the following:

(a) such information in the public domain at the time of the disclosure, or subsequently comeswithin the public domain without fault of the Recipient;

(b) such information which was already in the possession of the Recipient at the time ofdisclosures demonstrated by business records of Recipient and was not acquired, directly orindirectly, from the Discloser; or

(c) such information, which the Recipient acquired after the time of disclosure from a third partywho did not require the Recipient to hold the same in confidence and who did not acquiresuch technical information from the Discloser.

2. COVENANT OF CONFIDENTIALITY. Subject to the disclosure requirements imposed byNRS Chapter 239 or any other law, the Recipient agrees to maintain the confidential nature of the

Confidential Information (which has been identified or designated by the Discloser to be confidential)according to the limitations set forth in Section 3 and not to disclose the same to persons other than thoseauthorized under this Agreement.

1




3. USE OF CONFIDENTIAL INFORMATION. The Recipient agrees to:

(a) receive and maintain the Confidential Information in confidence;

(b) examine the Confidential Information at its own expense;

(c) not reproduce the Confidential Information or any part thereof without the expresswritten consent of the Discloser.

(d) not, directly or indirectly, make known, divulge, publish or communicate theConfidential Information to any person, firm or corporation without the expresswritten consent of the Discloser;

(e) limit the internal dissemination of the Confidential Information and the internaldisclosure of the Confidential Information received from the Discloser to thoseofficers and employees, if any, of the Recipient who have a need to know and an

obligation to protect it;

(f) not use or utilize the Confidential Information without the express written consent ofthe Discloser;

(g) not use the Confidential Information or any part thereof as a basis for the design orcreation of any method, system, apparatus or device similar to any method, system,apparatus or device embodied in the Confidential Information unless expresslyauthorized in writing by the Discloser; and

(h) utilize its best efforts to protect and safeguard the Confidential Information from loss,theft, destruction or the like.

4. RETURN OF CONFIDENTIAL INFORMATION. The Confidential Information providedby the Discloser shall remain the property of the Discloser. The Recipient agrees to return the

Confidential Information previously provided to the Recipient and whichis

in a written and returnable formto Discloser within 15 days of written demand therefor received from the Discloser. When the Recipienthas finished reviewing the Information provided by the Discloser and has made a decision not to workwith the Discloser, the Recipient shall return the Information to the Discloser without retaining any copies.

5. CONFIDENTIALITY LIMITATION. Notwithstanding the confidentiality requirement ofSections 2 and 3 of this Agreement, the Discloser hereby acknowledges that the Recipient Is a publicagency subject to the provisions of NRS Chapter 239 (Public Records) imposing upon the Recipientcertain obligations to disclose information to the public. Although the parties hereby may consider theConfidential Information submitted to the Recipient to be confidential and not subject to such the provisionof NRS Chapter 239, a court may require the disclosure of such information to the public In which casethe Recipient shall not be liable for breach of the provision of this Agreement.

In the event of a request to inspect or copy all or any portion of the Confidential Informationreceived by the Recipient, the Recipient shall notify the Discloser of such request and the Discloser shallhave two (2) business days to object in writing to such disclosure . In the event of such objection, theRecipient shall withhold the disclosure of the requested document for a period of seven (7) calendar daysunless, prior to the expiration of that period, the Discloser seeks a judicial determination of the proprietaryor confidential nature of such disclosure, including a temporary restraining order prohibiting the Recipientfrom disclosing the requested documents within the seven (7) day period, from a court of competentjurisdiction within the State of Nevada.

2



Municipal Court Software CL V Contract No. 040396

6. NON-ASSIGNABLE. This Agreement shall not be assignable by either party unless priorwritten consent of the other party is received. If this Agreement is assigned or otherwise transferred, itshall be binding on all successors and assigns.

7. GOVERNING LAW. This Agreement and all questions relating to its validity, interpretation,performance and enforcement (including, without limitation, provisions concerning limitations of actions),shall be governed by and construed in accordance with the laws of the State of Nevada, notwithstandingany conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of anycanon, custom or rule of law requiring construction against the draftsman .

8. NO LICENSE. Neither party does, by virtue of the disclosure of Confidential Information,grant, either expressly or by implication, estoppal or otherwise, any right or license to any patent, tradesecret, invention, trademark, copyright, or other intellectual property right.

9. BINDING NATURE OF AGREEMENT. This Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective heirs, personal representatives, successors andassigns.

10. PROVISIONS SEPARABLE. The provisions of this Agreement are independent of, andseparable from, each other, and no provision shall be affected or rendered invalid or unenforceable byvirtue of the fact that for any reason any other provision may be found invalid or unenforceable in wholeor in part.

11. ENTIRE AGREEMENT. This Agreement sets forth all of the covenants, promises,agreements , conditions and understandings between the parties and there are no covenants, promises,agreements or conditions, either oral or written, between them other than herein set forth. No subsequentalteration, amendment, change or addition to this Agreement shall be binding upon either party unlessreduced in writing and signed by them.

12. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or thebreach thereof, shall be resolved by arbitration conducted by the Commercial Division of the AmericanArbitration Association and in accordance with the rules thereof, conducted in Las Vegas, Nevada, or inany other convenient forum agreed to in writing by the parties. Any arbitration award shall be final andbinding, and judgment upon the award rendered pursuant to such arbitration may be entered in any courtor proper jurisdiction. Notwithstanding the foregoing, either party may seek and obtain temporaryinjunctive relief from any court of competent jurisdiction against any improper disclosure of theConfidential Information.

3



Municipal Court Software CLV Contract No. 04()396

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made and entered into this ( !-£ day of : ; e ~ 2 0 0 ~ ,by and between NevSys, Inc. (the "Discloser") and the City of Las Vegas (the "Recipienf'), a municipalcorporation within the State of Nevada.

WITNESSETH

WHEREAS, the Recipient is a governmental entity subject to the public record laws of NRSChapter 239; and

WHEREAS, the parties hereto desire to discuss and exchange certain items and Informationrelated to business programs, products, applications, systems, components, technologies and businesstopics which the Discloser considers to be highly confidential and proprietary; and

WHEREAS, the parties hereto desire to enter into an agreement setting forth the obligations of

the Recipient with respect to the disclosure of confidential information provided by the Discloser.

NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of themutual covenants and agreements set forth herein, hereby agree as follows:

1. CONFIDENTIAL INFORMATION. "Confidential Information" shall mean the Informationwhich has been identified or designated by the Discloser as confidential and which relates to the businessprograms, products, applications, systems, components, technologies and business topics provided bythe Discloser to the Recipient regardless of whether It Is written, oral, audio tapes, video tapes, computerdiscs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human ormachine readable documents. Confidential Information shall also include the information provided by theDiscloser to the Recipient prior to the signing of this Agreement.

Confidential Information shall not include any of the following:

(a) such information in the public domain at the time of the disclosure, or subsequently comeswithin the public domain without fault of the Recipient;

(b) such information which was already in the possession of the Recipient at the time ofdisclosures demonstrated by business records of Recipient and was not acquired, directly orindirectly, from the Discloser; or

(c) such information, which the Recipient acquired after the time of disclosure from a third partywho did not require the Recipient to hold the same in confidence and who did not acquiresuch technical information from the Discloser.

2. COVENANT OF CONFIDENTIALITY. Subject to the disclosure requirements Imposed byNRS Chapter 239 or any other law, the Recipient agrees to maintain the confidential nature of theConfidential Information (which has been Identified or designated by the Discloser to be confidential)according to the limitations set forth in Section 3 and not to disclose the same to persons other than thoseauthorized under this Agreement.

1



Municipal Court Software CL V Contract No. 040396

3. USE OF CONFIDENTIAL INFORMATION. The Recipient agrees to:

(a) receive and maintain the Confidential Information in confidence;

(b) examine the Confidential Information at its own expense;

(c) not reproduce the Confidential Information or any part thereof without the expresswritten consent of the Discloser.

(d) not, directly or indirectly, make known, divulge, publish or communicate theConfidential Information to any person, firm or corporation without the expresswritten consent of the Discloser;

(e) limit the internal dissemination of the Confidential Information and the internaldisclosure of the Confidential Information received from the Discloser to thoseofficers and employees, if any, of the Recipient who have a need to know and anobligation to protect it;

(f) not use or utilize the Confidential Information without the express written consent ofthe Discloser;

(g) not use the Confidential Information or any part thereof as a basis for the design orcreation of any method, system, apparatus or device similar to any method, system,apparatus or device embodied in the Confidential Information unless expresslyauthorized in writing by the Discloser; and

(h) utilize its best efforts to protect and safeguard the Confidential Information from loss,theft, destruction or the like.

4. RETURN OF CONFIDENTIAL INFORMATION. The Confidential Information provided

by the Discloser shall remain the property of the Discloser. The Recipient agrees to return theConfidential Information previously provided to the Recipient and which is in a written and returnable formto Discloser within 15 days of written demand therefor received from the Discloser. When the Recipienthas finished reviewing the Information provided by the Discloser and has made a decision not to workwith the Discloser, the Recipient shall return the Information to the Discloser without retaining any copies.

5. CONFIDENTIALITY LIMITATION. Notwithstanding the confidentiality requirement ofSections 2 and 3 of this Agreement, the Discloser hereby acknowledges that the Recipient Is a publicagency subject to the provisions of NRS Chapter 239 (Public Records) imposing upon the Recipientcertain obligations to disclose information to the public. Although the parties hereby may consider theConfidential Information submitted to the Recipient to be confidential and not subject to such the provisionof NRS Chapter 239, a court may require the disclosure of such information to the public in which casethe Recipient shall not be liable for breach of the provision of this Agreement.

In the event of a request to inspect or copy all or any portion of the Confidential Informationreceived by the Recipient, the Recipient shall notify the Discloser of such request and the Discloser shallhave two (2) business days to object in writing to such disclosure. In the event of such objection, theRecipient shall withhold the disclosure of the requested document for a period of seven (7) calendar daysunless, prior to the expiration of that period, the Discloser seeks a judicial determination of the proprietaryor confidential nature of such disclosure, including a temporary restraining order prohibiting the Recipientfrom disclosing the requested documents within the seven (7) day period, from a court of competentjurisdiction within the State of Nevada.

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Municipal Court Software CLV Contract No. 040:396

6. NON-ASSIGNABLE. This Agreement shall not be assignable by either party unless ~ r l o rwritten consent of the other party is received. If this Agreement is assigned or otherwise transferred, it

shall be binding on all successors and assigns.

7. GOVERNING LAW. This Agreement and all questions relating to its validity, interpretation,performance and enforcement (including, without limitation, provisions concerning limitations of actions),shall be governed by and construed in accordance with the laws of the State of Nevada, notwithstandingany conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of anycanon, custom or rule of law requiring construction against the draftsman.

8. NO LICENSE. Neither party does, by virtue of the disclosure of Confidential Information,grant, either expressly or by implication, estoppel or otherwise, any right or license to any patent, tradesecret, invention, trademark, copyright, or other intellectual property right.

9. BINDING NATURE OF AGREEMENT. This Agreement shall be binding upon and Inure to

the benefit of the parties hereto and their respective heirs, personal representatives, successors and

assigns.

10. PROVISIONS SEPARABLE. The provisions of this Agreement are independent of, andseparable from, each other, and no provision shall be affected or rendered invalid or unenforceable byvirtue of the fact that for any reason any other provision may be found invalid or unenforceable in wholeor in part.

11. ENTIRE AGREEMENT. This Agreement sets forth all of the covenants, promises,agreements, conditions and understandings between the parties and there are no covenants, promises,agreements or conditions, either oral or written, between them other than herein set forth. No subsequentalteration, amendment, change or addition to this Agreement shall be binding upon either party unlessreduced in writing and signed by them.

12. ARBITRATION.Any controversy or claim arising out of or relating to this Agreement, or thebreach thereof, shall be resolved by arbitration conducted by the Commercial Division of the American

Arbitration Association and in accordance with the rules thereof, conducted in Las Vegas, Nevada, or in

any other convenient forum agreed to in writing by the parties. Any arbitration award shall be final andbinding, and judgment upon the award rendered pursuant to such arbitration may be entered in any courtor proper jurisdiction. Notwithstanding the foregoing, either party may seek and obtain temporaryinjunctive relief from any court of competent jurisdiction against any improper disclosure of theConfidential Information.

3




IN WITNESS WHEREOF, the parties have set their hands to it below effective the day and yearfirst written above.

RECIPIENT

K een C. Rainey, ManagerPurchasing and Contracts


DISCLOSER

NevSys, Inc.

Javed Buttar, President

4



'il'

CLV Agreement No.__ ..0 .....0...3.... _ . 6 ~ - - - - - -Guard-IT Agreement No. _ L_0_0_2_ _____ _

Depositor Agreement No. ________ _

SOURCE CODE ESCROW AGREEMENT

Depositor: NevSys, Inc.

Product/Project Name: ASED Module and CMS Software

Version: - - - -- ------- -----As of ~ ~ I . 2004 this Three-Party Agreement ("Agreement") iseffective by and amongst Guard-IT Corporation ("Guard-IT"), a Texas Corporation,

having its principal office at 4407 Bee Cave Rd., Ste. 611, Austin, Texas, 78746;NevSys. Inc. ("Depositor"), a Nevada corporation, having its principal office at ~Tech Center Court, Suite 102, Las Vegas, Nevada 89128; and City of Las Vegas("Beneficiary"), a municipal corporation within the State of Nevada having its principaloffice at 400 Stewart Avenue, Las Vegas, Nevada 89101, who may subsequently bereferred to as the "Parties."

RECITALS

WHEREAS, Depositor is the owner, developer, creator or originator of certainproprietary technology, data, documents or other intellectual property ("DepositMaterials") on Exhibit B; and

WHEREAS, Depositor and Beneficiary have executed or intend to execute a contractentitled, to wit: "Municipal Software Development, Licensing and Royalty Fee Contract("Contract") regarding the Beneficiary's use of the Deposit Materials; and

WHEREAS, this Agreement is intended to be supplemental to the Contract by and

between the Depositor and the Beneficiary, which requires, as a part thereof theexecution of this Agreement; and

WHEREAS, Depositor intends to maintain its confidentiality and security regarding theDeposit Materials, except for specific circumstances ("Release Conditions") defined in

Section 3; and

WHEREAS, Beneficiary wishes to ensure its accessibility to a copy of the DepositMaterials in the event a Release Condition occurs; and

WHEREAS, The Parties agree to place the Deposit Materials into escrow with Guard-ITto maintain the confidentiality, security and accessibility of the Deposit Materials; and

WHEREAS, Depositor and Beneficiary intend for this Agreement to supplement the

Contract pursuant to Chapter 11, Section 365(n) of the U.S. Bankruptcy Code,

Three-Party Escrow Agreement. Page 1 of 10 . Guard-IT Corporation, [email protected], Atlanta Georgia (770)512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd,Ste 611, Austin, TX 78746. Phone: (512) 282-1995, Fax: (512) 282 -1895, E-Mail: [email protected]



CLV Agreement No .____4_0_9_6 ______Guard-IT Agreement No. ____,Lo...0....2.....__ _ ___Depositor Agreement No. ---------NOW THEREFORE, in consideration of these Recitals, the Parties agree as follows:

SECTION 1: DEPOSITS

1.1 Initial Deposit. Depositor shall deliver Deposit Materials to Guard-IT within thetime required by the Contract between the Depositor and the Beneficiary. DepositMaterials may be shipped to Guard-IT at its address stated on Exhibit A via U.S. mail,commercial express mail or other appropriate means.

1.2 Labeling. Prior to delivery, Depositor shall label each item to be deposited, andlist the items and descriptions in detail by completing Exhibit B.

1.3 Receipt and Notification. Upon receipt of Deposit Materials, Guard-IT shall

visually inspect the Deposit Materials and compare them with the descriptions listed onExhibit B. If the Deposit Materials match the descriptions listed on Exhibit B, Guard-ITwill sign and date the Exhibit Band return a copy to Depositor, notifying the Parties of itsacceptance of the Deposit Materials. If the Deposit Materials do not match thedescriptions listed on Exhibit B, Guard-IT will return the Deposit Materials and Exhibit Bto Depositor, notifying the Parties of the discrepancy. Guard-IT shall have no obligationto this Agreement unless and until it receives and accepts the Deposit Materials.

1.4 Depositor's Representations. Depositor represents as follows:

a) Depositor lawfully possesses all rights and title to the Deposit Materials;

b) with respect to the Deposit Materials, Depositor has the right and authority togrant to Guard-IT the rights as provided in this Agreement;

c) the Deposit Materials are not subject to any lien or encumbrance;

d) the Deposit Materials placed in escrow shall be maintained and updated intheir most current form and in complete and working order; and

e) the Deposit Materials are readable and useable in their deposited form or ifencrypted, the decryption tools have been submitted to Guard-IT.

1.5 Updates. Depositor shall update the Deposit Materials within ten (10) business

days of a new release or as may be prudent or necessary or otherwise directed by theParties' contract or license agreement. Depositor shall perform and complete allupdates in accordance with Sections 1.2 through 1.4. All references to the DepositMaterials under this Agreement shall include the initial deposit and all updates. DepositUpdate fees shall be paid by the Depositor at the time of the update.

1.6 Removal. Deposit Materials may be removed and/or exchanged only uponwritten instruction from the Depositor and the Beneficiary or as otherwise provided in thisAgreement.

Three-Party Escrow Agreement, Page 2 of 10. Guard-IT Corporation, [email protected], Atlanta Georgia (770) 2512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation , 4407 Bee Cave Rd,Ste 611, Austin, TX 78746. Phone: (512) 282-1995, Fax : (512) 282-1895, E-Mail: [email protected]



CLV Agreement No.__________Guard-IT Agreement No.

Depositor Agreement No.

1.7 Right to Duplicate. Guard-IT may duplicate or reproduce the Deposit Materialsas necessary to perform this Agreement. Guard-IT shall transfer all proprietary noticesof Depositor in any duplication or reproduction.

1.8 Testing and Verification. At Beneficiary's request and expense, Guard-IT may

provide various levels of independent testing or verification of the Deposit Materials, perthe Beneficiary's written requirement or instruction. Level One Verification has beenrequested and approved by Beneficiary on all initial deposits and some updates to

deposits. Any additional bid for testing or verification shall be approved by Beneficiary inwriting and paid in advance. Upon completion, Depositor agrees for reports of thetesting or verification to be issued to the Parties. Depositor agrees to cooperate in atimely manner in supplying Escrow Agent with data necessary to complete verification.

Depositor hereby acknowledges Guard-IT's receipt of a request from Beneficiary toadminister independent inspection, verification, testing or other procedures

("Procedures") for the purpose of validating the Deposit Materials described in theAgreement.

Guard-IT shall ensure that the Procedures will be performed in a secure and confidentialmanner and that no unauthorized duplication or distribution of the Deposit Materials willoccur. Upon completion of the Procedures, Guard-IT shall issue verification reports toDepositor and the Beneficiary.

The Procedures may involve the examination, viewing, inspection or other direct contactwith the Deposit Materials by Guard-IT, its agents or assigns.

Depositor hereby consents to and authorizes said Procedures.

SECTION 2: SECURITY AND CONFIDENTIALITY

2.1 Security. Guard-IT shall maintain the Deposit Materials in a secured, fire-proof,environmentally controlled and locked vault which is accessible only to its officers,employees or authorized representatives .

2.2 Confidentiality. Guard-IT shall reasonably protect the confidentiality of theDeposit Materials. Guard-IT shall not disclose the content of this Agreement to any thirdparty and shall not disclose, transfer, make available or use the Deposit Materials.Guard-IT shall notify the Parties if it receives a subpoena or court order regarding thedisclosure or release of the Deposit Materials. Depositor shall be responsible to

challenge any such order. Guard-IT shall not waive its rights to present its position withrespect to any such order, nor shall Guard-IT be required to disobey any subpoena orother court order.

2.3 Reports. Guard-IT will issue quarterly status reports to Depositor and Beneficiaryand also notify the Parties in writing of any updates to the Deposit Materials.

Three-Party Escrow Agreement, Page 3 of 10. Guard-IT Corporation, [email protected], Atlanta Georgia (770) 3512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd,Ste 611, Austin, TX 78746. Phone: (512) 282-1995, Fax: (512) 282-1895, E-Mail: [email protected]



CLV Agreement No .__________ _

Guard-IT Agreement No.

Depositor Agreement No .

SECTION 3: RELEASE CONDITIONS

3.1 Ordered Release. Upon Guard-IT's receipt of written instruction from Depositor,Depositor's receiver or trustee in bankruptcy, or a court of competent jurisdiction, GuardIT will release a copy of the Deposit Materials to Beneficiary as directed in the writteninstruction.

3.2 Other Conditions. Guard-IT may also release a copy of the Deposit Materials to

Beneficiary if it receives either of the following from Beneficiary:

a) written verification, that Depositor has ceased business operations or thelicensing or maintenance of the Deposit Materials without a successor; or

b) written verification that Depositor has materially breached the Contract

including, without limitation, failed to provide support and maintenance of theDeposit Materials in breach of the Contract; or

c) written verification that the Contract between the Depositor and the Beneficiaryhas been terminated.

3.3 Release Request. If Beneficiary believes in good faith that a Release Condition hasoccurred, Beneficiary may provide to Guard-IT written notice of the occurrence and itsrequest for the release of the Deposit Materials by certified mail, return receipt requested.Upon receipt, Guard-IT shall forward a copy of the Release Request to Depositor bycertified mail, return receipt requested.

3.4 Contrary Instructions. Depositor shall have fifteen (15) business days from the dateit receives from Guard-IT the copy of the Release Request to reply with ContraryInstructions, stating that the Release Condition has not occurred or has been resolved.Contrary Instructions shall be delivered to Guard-IT via certified mail, return receiptrequested. Guard-IT shall forward a copy of the Contrary Instructions to Beneficiary via faxor first class mail, and notify the Parties that there is a dispute to be resolved pursuant toSection 4. Guard-IT shall retain the Deposit Materials pending a) joint written instructionsfrom Depositor and Beneficiary to release the Deposit Materials; b) alternative disputeresolution pursuant to Section 4; or c) written order from a court of competent jurisdiction.

3.5 Deposit Release. If Guard-IT does not receive Contrary Instructions from Depositorin accordance with Section 3.4, Guard-IT shall release a copy of the Deposit Materials to

the Beneficiary per its Release Request. This Agreement will terminate upon the release ofthe Deposit Materials to Beneficiary.

SECTION 4: INDEMNIFICATION AND DISPUTE RESOLUTION

4.1 Indemnification. The Depositor agrees to indemnify and hold Guard-IT, its

officers, employees, agents, contractors, attorneys or assigns harmless against any andall losses, costs, damages, expenses, claims or attorneys' fees suffered or incurred by

Guard-IT as a result of or arising from its acts or omissions, other than acts that

Three-Party Escrow Agreement, Page 4 of 10. Guard-IT Corporation, sales@quard-11,com, Atlanta Georgia (770) 4512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd,

Ste 611, Austin, TX 78746. Phone: (512) 282-1995, Fax: (512) 282-1895, E-Mail: [email protected]




Depositor Agreement No. _ _ ______

constitute willful misconduct or gross negligence of Guard-IT, its officers, employees.agents, contractors, attorneys or assigns. Guard-IT shall not be responsible for failure to

act as a result of causes beyond the reasonable control of Guard-IT.

4.2 Alternative Dispute Resolution. Any dispute relating to or arising from this

Agreement shall be resolved by arbitration in accordance with the Commercia IArbitration Rules of the American Arbitration Association. Unless otherwise agreed by

Beneficiary, arbitration will take place in Las Vegas, Nevada USA. Any court havingjurisdiction over the matter may enter judgment on the award of the arbitrator( s).Service of a petition to confirm the arbitration award may be made by first class mail or

commercial express mail to the attorney for the Party or, if not represented, to the Partyat its last known business address.

4.3 Controlling Law. This Agreement is to be governed and construed in accordancewith the laws of the State of Nevada, USA, without regard to its conflict of law provisions.

4.4 Notice of Requested Order. If any Party intends to obtain an order from the

arbitrator(s) or any court of competent jurisdiction that may direct Guard-IT to take or

refrain from taking any action, the requesting Party shall:

a) give Guard-IT at least five (5) business days' prior notice of the hearing; and

b) include in any such order that, as a precondition to Guard-IT's action, Guard-ITbe paid in full for any amounts due and also be paid for reasonable value of theservices to be rendered pursuant to the order.

4.5 Right to Rely on Instructions. Guard-IT may act upon any written instruction,

instrument or signature reasonably believed to be genuine. Guard-IT will assume thatany contact specified in this Agreement or company officer of the Depositor or

Beneficiary who gives any written notice, request or instruction has the authority to do

so.

SECTION 5: FEES AND PAYMENT TERMS

5.1 Fee Payment. Beneficiary shall be solely responsible for any and all feescharged by Guard-IT for administering this Agreement.

SECTION 6: TERM AND TERMINATION

6.1 Initial Term and Automatic Renewal. The initial term of this Agreement is one (1)year. This Agreement shall automatically renew annually unless a) Beneficiaryterminates the Agreement in writing with at least thirty (30) days' notice; b) Guard-ITterminates the Agreement for non-payment; or c) Guard-IT resigns its role as escrowagent in accordance with Section 6.3.

6.2 Termination for Non-Payment. If any payment for services is not received in fullby Guard-IT within 30 days of receipt by the beneficiary, Guard-IT may terminate thisAgreement at any time thereafter by sending written notice of delinquency to the Parties.

Three-Party Escrow Agreement, Page 5 of 10. Guard-IT Corporation, [email protected], Atlanta Georgia (770) 5512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd,




CLV Agreement No. _ _________ _


Depositor Agreement No. ________

Guard-IT shall have no obligation under this Agreement as long as the escrow account

is delinquent.

6.3 Resignation. Guard-IT may resign and thus terminate this Agreement at anytime by giving the Parties at least ninety (90) days' notice of its intended resignation .Upon resignation, Guard-IT shall return, destroy or otherwise dispose of the DepositMaterials per the Depositor's written instruction.

6.4 Surviving Terms. The following shall survive upon termination of this Agreement:a) Depositor's Representations per Section 1.4; b) Guard-IT's obligation of confidentialitywith respect to the Deposit Materials; c) any provisions in this Agreement whichspecifically state they survive the termination or expiration of this Agreement.

6.5 Return of Deposit Materials. Guard-IT shall return, destroy or otherwise disposeof the Deposit Materials upon termination of this contract, per the Depositor's written

instruction or as otherwise agreed to herein.

SECTION 7: GENERAL PROVISIONS

7.1 Entire Agreement. No modification to this Agreement shall be valid or bindingunless in writing and signed by Guard-IT and Depositor.

7.2 Correspondence. All correspondence, including notices, invoices, payments or

other deliveries, shall be delivered to the Parties at their respective addressesdesignated on Exhibit A. The Parties shall be responsible to notify each other in theevent of any change in their designated contact information. The Parties shall have theright to rely on the last known address of the other Parties. Unless otherwise provided in

this Agreement, all documents and communications may be delivered by first class mail.

7.3 Other Third Parties. Guard-IT shall have no obligation to any other third party,except the Parties designated in this Agreement. The Parties shall have the right tocollectively modify or cancel this Agreement upon their mutual, written consent.

7.4 Severabil ity. In the event any provision of this Agreement is found to be invalid,voidable or unenforceable, the Parties agree that unless it materially affects the entireintent and purpose of this Agreement, such invalidity, voidability or unenforceability shallaffect neither the validity of this Agreement nor the remaining provisions herein, and theprovision in question shall be deemed to be replaced with a valid and enforceableprovision most closely reflecting the intent and purpose of the original provision.

7.5 Successors. This Agreement shall be binding upon and shall inure to the benefitof the successors and assigns of the Parties. Guard-IT shall have no obligation in

performing this Agreement to recognize any successor or assign of Depositor unlessGuard-IT receives authoritative and conclusive written evidence of the change of Parties.

7.6 Regulations. Depositor is responsible for and warrants compliance with all

applicable laws, rules and regulations, including but not limited to customs laws, import,

Three-PartyEscrow Agreement, Page 6 of 10. Guard-IT Corporation, [email protected], Atlanta Georgia (770) 6

512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd,Ste 611, Austin, TX 78746. Phone: (512) 282-1995, Fax: (512) 282-1895, E-Mail: [email protected]



CLV Agreement No ._ _ ____ ____Guard-IT Agreement No.

Depositor Agreement No .

export and re-export laws and government regulations of any country from or to whichthe Deposit Materials may be delivered in accordance with this Agreement.

SECTION 8: ADDITIONAL TERMS

Additional Terms. Any additional terms negotiated among and agreed upon by theParties are described in Exhibit C and incorporated herein.

These terms agreed upon by all Parties and effective DATE.

as BENEFICIARY :

Approved to Form~ ~ · r tr-1-o y

Three-Party Escrow Agreement, Page 7 of 10 . Guard-IT Corporation, sales@guard-lt,com, Atlanta Georgia (770) 7

512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd ,Ste 611, Austin, TX 78746. Phone: (512) 282-1995, Fax: (512) 282-1895, E-Mail : [email protected]





EXHIBIT A: DESIGNATED CONTACTSGUARD-IT CORPORATION ESCROW AGREEMENT

Depositor:Product/Project Name:Version:Agreement Date:

Guard-IT Corporation will direct all correspondence, notices and general informationrequests to Depositor at the address below:

Depositor Company:Attention:Address:City, State, Zip:

Phone: extension:Fax:E-Mail Address:

Guard-IT Corporation will direct all correspondence, notices and general informationrequests to Beneficiary at the address below:

Beneficiary Company: City of Las Vegas

Attention: Ms. Patricia (Pat) CabreraAddress: 400 Stewart Avenue, 5th Floor City HallCity, State, Zip: Las Vegas, Nevada 89101

Phone: 702-229-1290Fax: 702.464.2569E-Mail Address: [email protected]

All correspondence may be forwarded to Guard-IT at the address below:

Guard-IT CorporationATTN: Cynthia (Cindy) Collins, Vice President of Sales2526 Mt. Vernon Road, Suite B-102Atlanta, Georgia 30338E-Mail: [email protected]: 770-512-8590

FAX: 770-512-8743

Please send all Deposits to:

Guard-IT Corporation4407 Bee Cave Road, Suite 611

Austin, Texas 78746 USAPhone: (512)282-1995

Three-Party Escrow Agreement, Page 8 of 10. Guard-IT Corporation, [email protected], Atlanta Georgia (770) 8512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd,Ste 611, Austin, TX 78746. Phone: (512) 282-1995, Fax: (512) 282-1895, E-Mail : [email protected]



\j

CLV Agreement No.__________ _


Depositor Agreement No. ________

EXHIBIT B: DESCRIPTION OF DEPOSIT MATERIALS

GUARD-IT CORPORATION ESCROW AGREEMENT

Depositor:Product/Project Name: ______

Version:------------greement Date:-- - -----------' 2004

Quantity Media Label ID or Description

CD-ROM3.5 DisketteDocumentationOther

Operating System: _ ____ _ ____Hardware Type: _ _____ _____Encryption: - - - - - - - - - - - - - ~Password(s): May be delivered separately._______________Other Information: - - - - - - - - - - ~Depositor certifies that Deposit Materials have been accurately described, labeled anddelivered to Guard-IT. Guard-IT acknowledges receipt, inspection and acceptance of

Deposit Materials.

Company Name (DEPOSITOR):

Date:________Name, Title

Guard-IT Corporation (GUARD-IT):

Date:-------- -

Three-Party Escrow Agreement, Page 9of10. Guard-IT Corporation, [email protected], Atlanta Georgia (770) 9

512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd,






EXHIBIT C: ADDITIONAL TERMS

GUARD-IT CORPORATION ESCROW AGREEMENT

Depositor: Company NameProduct/Project Name: NameVersion: VersionAgreement Date: March_, 2004

Pursuant to Guard-IT Corporation Escrow Agreement ("Agreement") No . ,dated , the Parties have agreed to the following Special Terms andConditions:

(If any or if applicable. Attach additional page(s) if necessary. This Exhibit may be

intentionally left blank or unsigned if not used.)

Company Name (DEPOSITOR):

Date:____ _ _ __Name, Title

City of Las Vegas (BENEFICIARY):

Date:---------ame, Title

Three-PartyEscrow Agreement, Page 10 of 10. Guard-IT Corporation, sales@quard-i t.com, Atlanta Georgia (770) 10512-8590, FAX (770) 512-8743, Send deposit materials and payment to Guard-IT Corporation, 4407 Bee Cave Rd,




ATTACHMENT 5

ARBITRATION PROCEDURE

1. Any claim or dispute (the "Arbitration Claim") between the Parties which exists under the Contract

shall be decided by Arbitration if so selected by the City as the forum for such resolution in lieu of the

commencement of litigation. A decision shall be final and binding on both Parties and shall bar any suit,

action or proceeding instituted by either of the Parties in any court or administrative tribunal of any

jurisdiction, except for a proceedings to enforce the arbitration decision.

2. Each Party shall designate one (1) arbitrator within fifteen (15) business days of the notice from the

City that it has selected arbitrators as the forum to resolve the Arbitration claim. These two arbitrators

shall cooperate in good faith to designate a third arbitrator within thirty (30) business days thereafter to

serve as the chairperson over the Arbitration, who will be solely responsible for all procedural

determinations of the Arbitration after consultation with the other members of the Arbitration Panel. Inthe event that these two arbitrators cannot agree upon a third arbitrator, the third arbitrator shall be

appointed by the American Arbitration Association. Each arbitrator shall have a Juris Doctorate degree

and any of the following: (a) at least five (5) years of legal practice in an Intellectual Property group of a

well-established law firm practicing in the United States of America, or (b) shall have served for at least

five (5) years as a judge in the United States of America with substantial experience in Intellectual

Property matters. Each arbitrator shall also not have an affiliation or relationship with either Party, nor

shall they have any interest in or benefit from the outcome of the Arbitration. The Arbitration Panel's

fees shall not commence or accrue until the formation of the Arbitration Panel.

3. Within twenty (20) business days after the City has notified the Company that arbitration is the forum

selected for resolving the Arbitration Claim, the Party seeking to resolve the Arbitration Claim shall

provide the other Party with a Statement of the Arbitration Claim. The Statement of the Arbitration

Claim shall include, without limitation, the following:

2.1 A statement as to the nature of the claim or dispute that is the subject of the Arbitration;

2.2 The names and addresses of all persons having an interest in the claim or dispute;

2.3 A description of the Party's position concerning the Arbitration Claim and an indication of

the facts supporting it;

2.4 The relief or remedy sought and the amount claimed.

4. The Arbitration Panel shall convene an initial settlement hearing within ten (10) business days after the

selection of the third arbitrator. The Arbitration Panel shall set the date and location in the City of Las

Vegas, Nevada for the hearing. The Arbitration Panel and the Parties shall use their best efforts to resolve

the arbitration claim or dispute at this hearing. In the event that a resolution of the Arbitration Claim

cannot be reached at the initial hearing, the Arbitration Panel shall proceed to establish the discovery

parameters pursuant to Paragraph 9 below.

5. The hearings shall be private. Witnesses, who are not a Party, shall be required to recuse themselves

from the hearing at all times, except for the time period when they are testifying. The Parties and the

Arbitration Panel shall keep forever confidential all matters relating to the Arbitration the resulting

decision by the Arbitration Panel.

6. During the Arbitration, either Party may promptly and reasonably amend or supplement its arbitration

claim, counterclaim or defense, subject to the approval of the Arbitration Panel.

1



7. The Arbitration Panel shall conduct the Arbitration using their best judgment while ensuring that each

Party is heard and is given a fair opportunity to present its case. It is the Arbitration Panel 's discretion to

determine the manner of the final Arbitration hearing, including the method of witness examination and

evidence presentation, and the admissibility or exclusion of evidence. The Arbitration Panel is further

vested with authority to resolve all discovery disputes.

8. The Arbitration Panel shall fix the periods of time for submitting any written statements, research,

memoranda, briefs, arguments of law, statements of claims and counterclaims, statements of defense andfor the presentation of oral arguments, if required. The periods of time fixed by the Arbitration Panel for

the communication of such materials should not exceed forty-five (45) business days unless the

Arbitration Panel considers an extension of time justified.

9. The Arbitration Panel has discretion to establish the parameters of discovery in order to facilitate the

broadest discovery of the truth. Discovery shall take place within the time limits provided in this

Agreement. All discovery must be completed on or before the discovery cut-off date. Discovery may

only be conducted after the discovery cut-off date upon a showing of good cause why the discovery could

not have otherwise been completed earlier and upon approval by the Arbitration Panel.

10. The Parties hereby agree that discovery by oral testimony and testimony at the Arbitration finalhearing may be provided telephonically. At the request of a Party, said testimony may be taken

stenographically at the expense of the requesting Party.

11. The Arbitration shall be conducted in the City of Las Vegas, Nevada at a location mutually agreed to

by the Parties or if they are unable to agree upon such location, then at a location to be selected by the

Arbitration Panel.

12. Decisions shall be made in writing and communicated to the Parties by the Arbitration Panel within

thirty (30) business days of the final arbitration hearing. The Parties shall comply with the decision

without delay. The decision shall include a statement of the reasons upon which the decision is based.

The decision shall contain the date and the place where the decision was made.

13. The Parties shall bear their own fees and expenses, including, without limitation, attorney fees, expert

fees, professional fees, investigators fees and accountant fees. The Arbitration Panel's fees and the costs

of the Arbitration hearings shall be borne equally by the Parties.

14. In lieu of the selection of three arbitrators pursuant to paragraph 2 above, the parties may agree upon

the use of one arbitrator agreed to by the parties or if so requested appointed by the American Arbitration

Association. Such Arbitrator shall proceed according to the provisions set forth herein.

2



ATTACHMENT 6

CERTIFICATE

DISCLOSURE OF OWNERSHIP/PRINCIPALS

1. Definitions

"City" means the City of Las Vegas.

"City Council" means the governing body of the City of Las Vegas.

"Contracting Entity," means the individual, partnership, or corporation seeking to enter into a contractagreement with the City of Las Vegas.

"Principal" means, for each type of business organization, the following: (a) sole proprietorship - the owner ofbusiness; (b) corporation - the directors and officers of the corporation; but not any branch managers of offiwhich are a part of the corporation; (c) partnership - the general partner and limited partners; (d) limited liabcompany- the managing member as well as all the other members; (e) trust - the trustee and beneficiaries.

2. Policy

In accordance with Resolution 79-99 and 105-99 adopted by the City Council, Contracting Entities seekingenter into certain contracts or agreements with the City of Las Vegas must disclose information regardownership interests and principals. Such disclosure generally is required in conjunction with a Request

Proposals (RFP). In other cases, such disclosure must be made prior to the execution of a contractagreement.

3. Instructions

The disclosure required by the Resolutions referenced above shall be made through the completion aexecution of this Certificate. The Contracting Entity shall complete Block 1, Block 2, and Block 3. TContracting entity shall complete either Block 4 or its alternate in Block 5. Specific information, which mustprovided, is highlighted. An Officer or other official authorized to contractually bind the Contracting Entity shsign and date the Certificate, and such signing shall be notarized.

4. Incorporation

This Certificate shall be incorporated into the resulting contract or agreement, if any, between the City and Contracting entity. Upon execution of such contract or agreement, the Contracting Entity is under a continuobligation to notify the City in writing of any material changes to the information in this Certificate. This notificatshall be made within fifteen (15) days of the change. Failure to notify the City of any material change may resat the option of the City, in a default termination (in whole or in part) of the contract or agreement, and/owithholding of payments due the Contracting Entity.

Block 1 Contracting Entity

Name

Address '2.'fl>t --rf..CH Ut-J,-E:'R orI ?. \I E ~ ~ s \} CS 'tl'2.

Telephone1

> l .. 3o _ b5S-0

EIN or DUNS0'6"0-0t..f1 tolct

Block

D Individual D Partnershi

[CAO- Sep tember 2001)

Type of Business

Block Description

Subject Matter of Contract/Agreement

!Software DevelopmenM

Contract No. 040396

D Trust D Other:

1



CERTIFICATE - DISCLOSURE OF O W N E R S : ~ 1 P / P R I N C I P A L S(CONTINUED)

Block Disclosure of Ownership and Principals

In the space below, the Contracting Entity must disclose all principals (including partners) of the Contracting Entity,well as persons or entities holding more than one-percent (1 %) ownership interest in the Contracting Entity .

FULL NAME/TITLE BUSINESS ADDRESS BUSINESS PHONE

1.J A. \J F : ' ~ ~ u i - 1 r \ R ·2 cf-:;1 --f€:C-H ~ -rE1l.. er 70) . . - 30 tf- f) 5 5'0

2. ( t o ~ / o \ # ' IO 2- , lAs. '1 E (;. Pr'-1 rJ'\) g q3. "'

. ,

4.

5.

6.

7.

8.

9.

10.

The Contracting Entity shall continue the above list on a sheet of paper entitled "disclosure of Principals - Continuatiountil full and complete disclosure is made. If continuation sheets are attached, please indicate the number of sheets: __

Block DISCLOSURE OF OWNERSHIP AND PRINCIPALS - ALTERNATE

If the Contracting Entity, or its principals or partners, are required to provide disclosure (of persons or entities holding ownership interest) under federal law (such as disclosure required by the Securities and Exchange Commission or t

Employee Retirement Income Act), a copyof

such disclosure may be attached to this Certificatein

lieu of providing information set forth in Block 4 above. A description of such disclosure documents must be included below.

Name of Attached Document:------ ---------- ---------------Date of Attached Document:--------- ------- Number of Pages: - ---- ----

I certify under penalty of perjury, that all the information provided in this Certificate is current, complete and accurate.further certify that I am an individual authorized to contractually bind the above named Contracting Entity~

- t -o t f

j°'3)+Subscribed and sworn to before me this day of

._7 \ ' j I 2004

sf:?Notary Public

2

!CAO-September 2001 J



12:..27-' 05 10: 45 FROM-""TJ' ,. ':CURT ADMIN 7 0 2 - 3 8 5 - 5 5 H ~ T-074 P003/006 F-178

1 1 t ~ nevsv._s___________601 South Rancho Drive, Suite A-S Las Ve:as, Nevada 89106 (702) 304-0550

Date:

Subject:

Memorandum of Understandine

November 28, 2005

Municipar Court Software Development ContractModified Scope of Work and Timeline

The Las Vegas Municipal Court and Nevsys agree to the following:

1. Components: The foUowing CMS project components shall be includedin the modified Scope of Work:

1. Court Room Processes2. Front Counter3. Finance4. Pre-Trial5. Fax Adjudication I Attornel' Sessions6. Bail and Bond Management I Appeals7. •Algorithms (History &Random Dept.)8. ASED Integration•

Business rules and definitions, fo r components 3-8 listedabove1 to

be substantially (appropriate to proceed with technical design/code

development phase) r:omplet.dbyNovember 30, 2005anddocumented and approvedby both patties on or before December1$, 200$.

* - ASED Integration - Includes financial restructure, automatedsentenclnglrequlrements11enen1tion1 automated tequlrementsupdates to sentencing status, expanded administration to fully

manage ASED component.

2. Addltlonal Components: If the business rules and definitions, fo r theCourt Room Proc•sses andFront Counter, are fully documented andapproved by December

15,2005, the

HouseArrest* and

Marshall*modules will be included in the modified Scope ofWork.*As defined prior to Random Drug Testing.

3. Technical and Common Components: In addition to the programmingeffort identified in items 1 and 2 shown above, the modified Scope ofWork

wfll include the folJowinn items:



12-27-' 05 10: 45 F R O M - 1 " ' · · ~ '<JURT ADM IN 702-385-5510 T-074 P004/006 F-178

Common ScreensSystem Processes

. D_ata Translation I MappingIntegration Testing · -

Technical TasksInterface Development • includes "hooks" and/or entrypoints for IVR,Web, and (Judicial Enforc•ment Unh Ifneeded)Parallel TestingTrainingAdministrative Screens

4. Components Not Included: The following components and related thirdparty dependencies and interfaces are not included in the modified Scopeof Work:

Web EnablementIVRU

JEUASED Random Drug Testing (ROT)

5. Definitions Process: Business Rules and definition to be agreed upon by

end user and track leader by November 30, 2005. Starting December 1 r

through the 131h, formal written definitions to be completed and presented

for approval.

lines for componentsbusiness rules and

December 15, 2005: siness rules and written definitiondocuments.•

March 15, 2006: etion of software development. Start of systemtesting and traini

Implementation and Go Live

quent material changes (by either party) will result in a change



12-27-' 05 10:46 F R O M · · : - · ~ · 'OURT ADMIN

7.

Dateof

Invoice Amount

November 30, 2005 $137,500

definitionsStart of Prototyping

January 30, 2006

payment*

702-385-5510 T-074 P005/006 F-178

oftware development progress

March 15, 2006

Items 1, 2, an

ll , 00 Delivery of completed software, fo r

bo • Start of system testing and training.

Testing and training progress payment.*

*Nevsys to provide written progress report on software developed to date anddelivery of said software deposited in escrow account.

Management Review

James C a r m a n ~BY} -----& ~

.· ·'. / James at an

/ , . / · Project Manager

Nevsys, Inc.

JJR/tbm

Dat8f /




Attachment 8

CL V L.,ontract No. 040396

NEVSYS SOFTWARE SUPPORT AND MAINTENANCE SERVICE LEVEL WITHCASE MANAGEMENT SYSTEM (CMS) ENHANCEMENT OPTIONS

SECTION 1 - SUPPORT AND MAINTENANCE SCOPE

1.01 Licensed Software Upgrades, Updates and Versions.

Nevsys shall provide the City with each new Upgrade, Update or Version issued in connection with theLicensed Property as part of the annual Software Support and Maintenance.

This includes:

(i.) Scheduling upgrade with point person at the City's site.

(ii.) Applying upgrade scripts to the City test and production environments.

(iii. ) Installation of new Software and ensuring the City/Court personnel can start the application .

(b) Additional services can be requested on a time and expenses basis from Nevsys . These include:

(i.) Performing upgrade prerequisite tasks such as backups .

(ii.) Performing acceptance testing of the upgrade.

(iii .) Changing custom Software, if required, as a result of the upgrade.

(iv.) Providing Security adjustments as a result of new functionality in the upgrade.

(v.) Hooking in new reports to the Software.

1.02 Supported Software Versions

Maintenance and support will only be provided for the current version of the Software and the version of the

Software released immediately prior to the current version. Support for the Software prior to the currentversion will be for a period up to one (1) year from the release date of the current version

1.03 Annual Training

If so requested in writing by the City, Nevsys shall provide up to forty (40) hours per year of On-siteinstruction and training as set forth in Section 2.06 (Trainer Training) as part of the annual Support and

Maintenance provided to the City. If travel is required in providing the On-site instruction and training , andwith prior written approval of the City, Nevsys may invoice the City for reimbursement of travel based on therates and policies stated herein.

SECTION 2 - CUSTOMER SUPPORT/PROBLEM RESOLUTIONA. Customer Support

2.01 Contacting Customer Support

(a) Initial Contact and Call Tracking. All telephone, e-mail or On-site contacts shall be documented byNevsys to assist Company and City personnel in tracking and monitoring the problem until finalresolution. Nevsys shall maintain a log for tracking purposes reflecting the current status of all

outstanding Hardware or Software problems and all modification requests. Logs shall include problem or

modification reference numbers, date reported, description, priority and scheduled resolution date . Uponwritten request of the City, Nevsys shall provide copies of the Support and Maintenance logs to the City

within two (2) Days of such written request.

January 2007 Page 1 of 6



Municipal Court SoftwareAttachment 8

CLV L-untract No . 040396

Support is initiated through a City contact via telephone or e-mail. The following information can be usedto initiate the support process:

Support NumberE-Mail Address

(702) [email protected]

A support ticket will be issued via e-mail and/or phone along with an assigned Priority per Section 5.06"Prioritization of Problem Reports" at the response times provided in this SLA. During this initial contact.Nevsys Customer Support Representative may verify and/or request the following information from theCity. Failure to provide this information may hinder the ability to resolve the issue in a timely fashion .

(i) City support contact information (name, title, company name, e-mail address, phone number,pager number, fax number, and/or cell number) .

(ii) Confirmation of Software release and patch level, operating system , and/or database version .For performance issues, include desktop operating system, disk space, amount of memory,and MHz.

(iii) Detailed problem description. Include any symptoms, patterns (timeof

day, certain users,etc.), and/or any specific error messages received.

(iv) Historical description of problem (did it ever work, when last worked, what changed, whatsteps have been taken to avoid and/or resolve issue, etc.).

(b) Customer Support Representative. Nevsys shall designate a Customer Support Representativeto oversee the Support and Maintenance of the Licensed Property. The City shall direct all inquiries orrequests to Nevsys through the Customer Support Representative. The Client Support Representative shallbe available Monday through Friday from 8:00 a.m. to 5:00 p.m. Pacific Standard Time or Daylight SavingsTime via Nevsys's phone number.

2.02 Customer Support Hours

(a) Telephone and Email Coverage . Nevsys shall provide unlimited telephone and e-mail consultation .A voice-mail will be recorded if all Nevsys support staff are busy. Telephone and e-mail consultationsshall be provided on a 24hour/7days a week basis .

(b) On-Site Support Coverage. Nevsys will provide Customer Support during the following hours:

(i) Priority 1 problems - 24 hours/ 7 days a week.(ii) Priority 2 problems - During business hours, Monday-Friday 8:00a.m- 5:00 p.m.,

unless emergency situation dictates otherwise.

2.03 City Key Contact

The City shall appoint a key person and an alternate to act as liaisons between the City and Nevsys . Thoseindividuals must be knowledgeable in the operation of the Software in order to serve as primary contactsbetween the City and Nevsys regarding the report of support issues. All of the City's support inquiries shallbe initiated through these contacts. The City may change either the main contact or the alternate at anytime upon notification in an e-mail to [email protected], or in writing to:

Customer Support ManagerNevsys, Inc.515 South Third Street, Suite 15Las Vegas, NV 89101

January 2007 Page 2of6




B. Problem Resolution

2.04 Remediation of Errors and Defects.

CLV Contract No. 040396

(a} Upon receipt of notification from the City regarding an apparent Error or Defect, Nevsys shall verifythe existence thereof as soon as reasonably possible and what, if any, work-around or remediation exists.Nevsys shall use commercially reasonable efforts to correct such Error or Defect and provide the City with acorrectioA or service pack for the Licensed Property, at no additional charge, as soon as practical. Nevsysshall repair or replace the Licensed Property, or portion thereof, deemed by City or Company to contain aDefect or Error, including, without limitation, any Defect or Error resulting from the engineering or technicalservices provided by Company.

(b) Nevsys exercises commercially reasonable efforts to address any error in the Software. Nevsys willuse its best efforts to provide one (or a combination) of the following three solutions:

(i.) Provide a software fix in the current release of the Software

(ii.) Provide a workaround until a software fix is available

(iii.) Provide a software fix in the next release of the Software

2.05 Customer Problem Resolution

Customer Support is a triage center for all problems and/or requests regarding Nevsys Software afterimplementation. These include:

(i.) Installation Instructions

(ii.) Hardware and Software Inquires

(iii.) Operating Procedures

(iv.) Modifications to the Existing System

(v.) System Functionality

(vi.) Bugs with the Software

(vii.) Nevsys Software Upgrades - Customers can request to upgrade to any standard Nevsys release

during business hours. See section 3 below for more details.

(viii.)Enhancement Requests - Request enhancements to Nevsys.

(ix.) Optional Module Purchases - Request to purchase an optional module.

(x.) Data Conversions - Request for an add on data conversion.

(xi.) Support Extra - Request Nevsys resources to perform tasks outside the Software Support and

Maintenance Agreement.(xii.) Training - Cost depends on training request.

2.06 Prioritization of Problem Reports

Priority 1 - City is unable to perform critical business functions as a result of Software bug, such as:

(i.) Unable to perform front counter transactions;

(ii.) Unable to perform court room processes;

(iii.) Data corruption caused by a Nevsys Software bug.





CLV \JOntract No. 040396

Priority 2 - the Nevsys Software is impaired, but the City can perform critical business functions and no

data is being corrupted.

2.07 Process for Problem Escalation

Escalation Process for Priority 1

Escalation State 1 - If the Nevsys Customer Support Representative cannot resolve the issue within 2hours, the issue is escalated to the Nevsys Customer Support Manager.

Escalation Process for Priority 2

Escalation State 1 - If the Nevsys Customer Support Analyst cannot resolve the issue or provide theCity with a workaround within 2 business days, the issue is escalated to the Nevsys Customer SupportManager.

2.08 Service Expectations

Priority 1: Response within 1-2 hoursPriority 2: Response within 1 business day

Steps:a.) Call main number (702) 304-0550 or email [email protected]

For Priority 1:

b.) Call Designated Support Analystc.) Call Customer Support Manager

Cell phone numbers will be provided to the City Key Contact.

SECTION 3 - ADDITIONAL BILLABLE SERVICES3.01 Billable Services.

(a) Billable requests are handled on an individual request basis. A signed statement of work is requiredfor work to proceed. Billable work includes, but is not limited to, the following:

(i .) Support for custom modules that are not covered under the Software Support and Maintenance

Agreement.

(ii.) Implementation for any optional software modules.

(iii.) Add on data conversions.

(iv.) Supplemental training.

(v.) Security configuration consulting or setup .(vi.) Performance troubleshooting.

(vii.) Database administration services.

(viii.) Backup and recovery consulting.

(ix.) Server setup, upgrades or update services.

(x.) Business Analysis.

(xi.) Custom Enhancements.

(xii .) For Interfaces:

January 2007 Page 4 of6




CLV t.,.ontract No. 040396

(a) Installation and configuration of any additional interface Software.(b) Training on additional interfaces.(c) City initiated changes to the interface specification. Nevsys reserves the right to modify the

interface specification for future enhancements.(d) City changes to systems external to Nevsys that result in any failures or performance

problems with the interface.(e) Corrections to City's data, including, but not limited to, data modification for purposes of

exporting/importing to/from the Nevsys database.(f) Any hardware or software problems beyond the control of Nevsys, including, but not limited

to, the following:- Bugs in the City's computer software and hardware that result in interfaceoperational failure.- Network changes and network performance problems.

(b) Local On-Site Assistance. When, at Nevsys discretion, local on-site assistance is required toperform any support, the City will reimburse Nevsys for all related traveling expenses and costs as per theCity's standard policy and as listed in the terms and conditions contained herein.

3.02 Causes Not Attributable to Nevsys

The Support and Maintenance fee does not include services requested as a result of, or with respect to,causes or errors, which are not attributable to Nevsys or cannot be reproduced by Nevsys on unmodifiedSoftware. In the event that the City requests Nevsys to provide, and Nevsys does so provide, any servicesin connection with causes or errors which are not attributable to Nevsys, the City shall pay Nevsys for suchadditional services on a time and materials basis at Nevsys' then current service rates. Causes or errors,which are not attributable to Nevsys include, but are not limited to , the following :

(i.) Accident; unusual physical , electrical or electromagnetic stress; neglect; misuse; failure orfluctuation of electric power, air conditioning or humidity control; excessive heating; fire and smoke

damage; or causes other than ordinary use.(ii.) Use of the Software on equipment or rotation media other than the equipment for which such

software was designed and licensed for use on.(iii.) Interconnection, interfacing or operation of the Software with other software products not suppliedby Nevsys.

(iv.) Operation of the Software with other media, hardware, software or telecommunication interfacesnot meeting or not maintained in accordance with the manufacturer's or environmental or Nevsysspecifications.(v.) Improper installation by the City or use of the Software that deviates from any operating procedures

established by Nevsys in the applicable Documentation or in environmental or manufacturerspecifications.(vi.) Modification, customization, alteration or addition or attempted modification, customization,

alteration or addition of the Software undertaken by the City or its agents, assigns, employees or other'sunder the City's control.(vii .) Software programs made by the City or other parties unless specifically covered in a Statement of

Work between the City and Nevsys.(viii.) City's failure to implement current versions of the Software that are issued under this Service LevelAgreement.(ix.) Introduction of data into any database used by the Software by any means other than use of the

Software.

(x.) Failure by the City to respond to any action plans provided by Nevsys pursuant to a support call by

the City.





CLV Contract No. 040396

SECTION 4 - CHANGES OR ENHANCEMENTS

4.01 Changes or Enhancements. Nevsys shall incorporate each engineering change or enhancementsubsequently developed to the Licensed Property which is not a part of a new Version, Upgrade or Update

of the Licensed Property if so requested by the City. Nevsys shall provide all such changes orenhancements to the City at no additional charge. In the City's reasonable discretion, 'the City will install therequested changes or enhancements in accordance with instructions provided by Company. The ClientSupport Representative shall notify the City of any such changes or enhancements and provide thetelephone support necessary to install the change or enhancement. If such changes or enhancementsrequire On-site services by Nevsys, Nevsys shall provide such On-site services to the City at no charge.

4.02 Options

Upon completion of Phase II of the Case Management System (CMS) project, both the Las VegasMunicipal Court and Nevsys, Inc. agree to the following in regard to the development/integration or interfaceof future enhancements with the CMS. The four options listed below are made available to the Las VegasMunicipal Court for the development/integration or interface of enhancements with the CMS:

(a) Option 1. If the requested enhancements are determined by Nevsys to have benefits andapplicability to other jurisdictions, then Nevsys will provide the resources and work effort required toprogram the enhancements. The enhancements will be made available in a future upgrade or versionrelease to the Las Vegas Municipal Court at no cost.

(b) Option 2. If the Las Vegas Municipal Court has an urgency greater than the timeline Nevsys has setfor the development of the enhancements that are deemed applicable to other jurisdictions, or Nevsys hasdeemed the requested enhancements to be specific only to the needs of the Las Vegas Municipal Court,then the Las Vegas Municipal Court may provide the resources and work effort needed to develop/integrateor interface enhancements. The following terms and conditions shall apply to this option:

1. Nevsys shall provide general guidance and direction to insure that the programming by the LasVegas Municipal Court or the City of Las Vegas Information Technology department is done to theprogramming standards set by Nevsys. The number of hours to be provided will be limited to twenty hours,at no cost, per calendar year.

2. Nevsys shall provide to the Las Vegas Municipal Court or City of Las Vegas InformationTechnology department access to that portion of the software which would be needed to develop/integrateor interface the enhancements.

3. Nevsys will work with the Las Vegas Municipal Court and the City of Las Vegas InformationTechnology department to insure that the enhancement code, when completed, works with the existingCMS.

4. The Las Vegas Municipal Court shall grant ownership of the developed or enhanced code toNevsys. Granting of ownership will be at no cost to Nevsys.

5. Nevsys shall provide maintenance and support for the enhancements developed/integrated orinterfaced.

(c) Option 3. The Las Vegas Municipal Court may contract with Nevsys to develop/integrate or interfaceenhancements. Nevsys will provide a price quote for the scope of work and timeline for completion .Maintenance costs associated with the development/integration or interface of enhancements will be

set at 10% of an amount to be set upon the letting of a contract of development under this option.

(d) Option 4. Should it become necessary to provide an interface to a third party application or agency,the Las Vegas Municipal Court may elect to develop the interface under the same terms and

conditions as options 2 or 3 as shown above.




Municipal Court SoftwareAttachment No. 9

ATTACHMENT No. 9

TRAFFIC MASTER PROGRAMMING

Contract No. 040396

Nevsys will program the following changes to the software and its screens in order to add

functionality to the CMS to support the documented requirements of the Traffic Commissioner:

• Provide checkboxes in the data grid to indicate the Admin/Court and Department location

is Criminal, Traffic Commissioner or Front Counter.

• Change Traffic Judge label to Traffic Commissioner. Add checkbox for Front Counter

and add it to the data grid and change labels accordingly.

• In the Role area, add the following controls for Alternate Traffic Commissioner: Traffic

Commissioner checkbox, Active checkbox, Signature checkbox.

• In the Admin/Violation Codes, change the "Mandatory" label to "Mandatory Court" and

add a checkbox labeled "Mandatory Traffic Commissioner".

• Change the algorithm directing traffic cases to reflect new business rules governing

assignment of cases to various departments and the front counter.

• Ensure the Department Purpose Code screen only has purpose codes relevant to thedepartment for the Traffic Commissioner.

• Add appropriate Calendar session names for the Traffic Commissioner (data entry).

• Add a check that Calendar Session View only allows "Regular" for the Traffic

Commissioner department.

• Adjust Calendar Popup so that if defendant has a traffic case and Front Counter Staff

check Request Court checkbox, the case is assigned to the Traffic Commissioner department.

• Adjust the Proceedings/Traffic Options so that if defendant pleads 'Not Guilty', the case

is assigned to the Traffic Commissioner department.

• In the Legal Filings Popup, add a check that Filing Type "Motion" is not allowed for the

Traffic Commissioner department.• Disable the Jail Interface button when Traffic Commissioner Department is selected;

assignment of City Attorney and Public Attorney functionality same as a criminal

department.

Page 1 of 1



Municipal Court Softwa,

ATTACHMENT No. 10Case Management System Application Interfaces

Contract No . 040396Modification No . 4

The Company will develop the following Software and its screens in order to add CMS Interfacesfunctionality:

1. M- Paper Cites -- Manual Interfaces to import data from file provided by vendor. Noadditional cost

2. M- E-Cites - Manual Interfaces to import data from file provided by Metro. No additionalcost

3. M- Online Traffic School -Manual Interfaces to accept a Flat File as input from a sharedfolder and process traffic school completions from records in the file . No additional cost

4. M- Delinquent Accounts (Collections) -Manual Interfaces to create a flat file from criteriaentered by user and place in designated area for retrieval by collection agency. Programalso sets the flag that those cases are in collection. No additional cost

5. M- Oracle GL -Manual interface to create a flat file for GL Reporting and place it on a sharedfolder; to create a flat file for refunds and place it on a shared folder; and to pick up a flat filefrom the shared folder and process refund check numbers. No additional cost

6. A - Verisign -Automated Interfaces to establish a connection with Verisign servers (test andlater production), utilize Verisign DotNet API for the interface, process credit card payments,process credits for voided payments and process credits for refunds. These Interfaces aredependent on the current functionality provided by Verisign and the scope of work will notexceed that functionality. $16,000 additional cost

7 . A- Card Reader -Automated Interfaces to process credit card swipe for credit card payments.No additional cost

8. A- Cash Drawer - Manual Interfaces to open the cash drawer under software control. Noadditional cost

9. A- lnfax - Automated Interfaces to create a file that conforms to the lnfax layout forcalendared cases during a nightly process and place it on a shared folder for retrieval by athird-party. $1,000 additional cost

10 . A- JLRemote (Warrants. OMV) -Automated Interfaces to submit warrants and OMV recordsto the Department of Public Safety utilizing JLRemote Service or JUNK Web Service. TheseInterfaces are dependent on the current functionality provided by Norsoft corporation and thescope of work will not exceed that functionality . $16,000 additional cost

11 . A- Prolaw - Automated Interfaces to create a file containing information on new casescreated during the work day and place it on a shared folder as part of a nightly process.$1,000 additional cost

12 . A- OffenderTrak - Automated online, real-time automated Interfaces to be implemented asdefined in the vendor's (Motorola) Interface Design Document. These Interfaces aredependent on the current functionality provided by Motorola and the scope of work will notexceed that functionality. $16,000 additional cost

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Attachment No. 11Work Program Customization

Contract No. 040396

Attachment No. 11Modification No. 5

The current work program "buy back" hours are recorded as work program revenue. The Citywould like the "buy back" work hours to be recorded under the original amounts due (Fine,Assessments, Fees, etc). The only item recorded under work program revenue will be the work

program fee. The Company will program the changes to the process flow in the CMS applicationas well as specific screens to integrate the above-mentioned functionality as detailed below:

1. Sentencing/work program popup. Select line items to be worked off.

2. Sentencing popup. Add a work program checkbox column to the sentencing grid to indicateitems which can be worked off. No work program item is created.

3. ASED work queue. Entry is made in the ASED work queue with a due of one (1) work programrequirement instead of the number of work hours.

4. ASED Client. The work program requirement shows the $35 (thirty five dollar) work programfee (if applicable) and work program ORTN (orientation) as due. It does not show WORK (workhours) as a due item. The sentence tab shows the additional work program checkbox column in

grid.

5. ASED client/multiple cases popup. Rename this popup to post hours. When the hours areposted, use the default payment hierarchy to apply the amounts to line items which have a dueamount and also work program checkbox is checked. Redo the layout of this popup. Includepost hours boxed area. Also provide a grid showing the dollar amount which can be worked offper case, the total dol lar amount which can be worked of f and the equivalent hours.

6. Payments. All amounts will be due until paid or worked. Payment can be taken anytimeagainst i tems with the work program checkbox. So if the defendant wants to "Buy Back" hours,they just make a regular payment through the payment screen.

7. Revenue Reporting. The above process flow will report all revenue items under the correct

general ledger accounts.

8. Proceedings, Defendant, ASED Client, HA Defendant Screens. Add the work programcheckbox column to sentence, ASED, HA and misc tabs of the datagrid to cover the Money Itemsdue which can be worked off.

9. Payment Popup and Override Distribution popup, Add the work program checkbox column to

the payment popup/order of payment datagrid and override distribution popup datagrid.

10. Provide a work hours popup from the proceedings screen. This popup will provide a gridshowing the dollar amount which can be worked of f per case, the total dol lar amount which canbe worked off and the equivalent hours (similar to ASED client/post hours popup but without thepost hours ability).

11 . Work Hour Rate. There will be only one currently applicable rate irrespective of when theeasels went into work program. Provide application settings to set a current rate/effective dateand a future rate/effective date.

12. Hierarchy. When hours are reported, convert the hours into the dollar amount worked andapply them to items with the work program checkbox using the same hierarchy as the paymenthierarchy.

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Attachment No. 12

Contract No. 040396

CMS Software Changes for Imposed Bail, Warrant Processing Fee, ASED Monitoring

1. Imposed Bail

Current Functionality: Only accept full payment for Default Bail, Imposed Bail, Warrant Bail

and In-Custody bail (no partial payments).

New Functionality: Accept multiple partial payments (or a full payment) for Imposed Bail.Only accept full payment (no partial payments) for Default Bail, Warrant Bail and In-Custody

Bail.

I. I Payment Popup

Allow multiple partial payments on Imposed Bail.

Do not allow Third Party payments.Display balance of Bail Due in header (account for partial payments).

1.2 Implement the new Payment Popup in the following screens:

Proceedings

Mail

ASED Client

ASED Enroll

ASED Roster

House Arrest Defendant

1.3 Financial/Sentence/ASED /HA/Misc/Summary Grid Control

On the Financial Tab header, account for partial payments in Bail Paid.

In the Financial Tab data grid, account for partial payments in Balance column.

Any amount posted has to display as bail available in the Bail field.

1.4 Implement the new Financial/Sentence/ASED/HA/Misc/Summary Grid Control in the

following screens:

Proceedings

History

ASED Client

House Arrest Defendant

1.5 Bail Management Popup

Only display Amount Available when Imposed Bail fully paid, or

When Imposed Bail partially paid and Imposed Bail sentence item vacated.

1.6 Implement the new Bail Management popup in the following screens:

Proceedings

Sentence Popup

1.7 Sentence Popup

When Imposed Bail partially paid and Imposed Bail sentence item vacated, make the

partially paid amount as Amount Available (for Bail Management popup). Any bail paid

must display on the Sentencing screen in the Sentence data grid in the Paid column.

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Attachment No. 12

Contract No. 040396

CMS Software Changes for Imposed Bail, Warrant Processing Fee, ASED Monitoring1.8 Receipts

When a receipt is voided which includes a partial Imposed Bail amount, adjust the

Imposed Bail Paid amount accordingly .

1.9 Daily Calendar .

Account for partial Imposed Bail payments in the Bail Posted column.

2. Warrant Processing Fee

Current Functionality: Impose Warrant Processing Fee upon Warrant Cancelation.

New Functionality: Impose Warrant Processing Fee upon Warrant Order.

2.1 Nightly Process

Impose Warrant Processing Fee upon ordering traffic warrants.

2.2 Daily Calendar/Closy Day

Impose Warrant Processing Fee upon ordering warrants.

2.3 Warrant Popup

Impose Warrant Processing Fee upon ordering warrants.

Based on cancelation type, if applicable, rollback Warrant Processing Fee upon warrant

cancelation.

2.4 PT Calendar Popup

Based on cancelation type, if applicable, rollback Warrant Processing Fee upon warrant

cancelation.

2.5 Payment Popup

Remove the logic to Impose Warrant Processing Fee when bail is posted and the warrant

is automatically canceled.

3. ASED Monitoring

Current Functionality: When an ASED case is put in monitoring, ASED balances are waived

and a Monitoring Fee is imposed.

New Functionality: When an ASED case is put in monitoring, do not waive any balances and

impose a Monitoring Fee.

Date post:	14-Apr-2018
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Las Vegas Municipal Court Software Development Contract No. 040396 - Volume 2 of 2

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