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HomeMy WebLinkAboutCC 12 AG WITH INFO COMP 3-4-85 CONSENT CALENDAR AG ~, :~,: i, 3-4-85 DATE: FEBRUARY 26, 1985 TO: FROM: HONORABLE MAYOR AND MEMBERS OF T~,~TY. COUNCIL ~1~v RONALD A. NAULT, FINANCE DIRECTOR~&V'- SUBJECT: AGREEMENT WITH INFO COMP SYSTEMS INC. - TO INSTALL AND SUPPORT FINANCIAL AND APPURTENANT COMPUTER SOFTWARE RECOMMENDATION Council authorize the City Manager to sign attached agreements with Info Comp Systems to install and support financial and appurtenant software systems. DISCUSSION As a member of PADS, The City of Tustin has been involved with the development and implementation of computer software relating to the Financial and Personal functions of the City. During the past two years PADS has investigated the various alternatives to replacing its existing software with new, state of the art programs. To assist in this review PADS contracted with the firm of Coopers and Lybrand, Certified Public Accountants. Coopers conducted a needs study of the member agencies and the existing software systems installed at each site. The recommendation of the consultant was to replace all existing software systems, but maintain the current hardware systems with slight modifications. They further indicated that the PADS software could not be economically modified nor did it make economic sense to attempt to write new software in-house. They conducted a review of the available software market for Government programs and determined the Info Comp Systems Inc., and George Thomas and Associates were the only two reasonable alternative sources. As a result of the Coopers study, the Cities of Brea and Placentia withdrew from PADS as of June 30, 1984. They both developed extensive RFP's and received two responses, Info Comp Systems Inc., and George Thomas and Associates. Both agencies have contracted with Info Comp Systems Inc., and are near the completion of their installations. Most recently the Cities of Tustin and Fountain Valley have been exploring the viability of continuing as a JPA in PADS. It is a mutual opinion that the Cities are moving in different directions and should-terminate the PADS relationship in June, 1985. Fountain Valley hired a consultant to conduct a new needs assessment and recommended approaches to implementing new software. The result of this new study and RFP, Info Comp Systems Inc., and George Thomas and Associates. Honorable Mayor and Members of The City Council February 26, 1985 Page 2 I have had several meetings with both Info Comp and George Thomas, as well as with the Cities of Brea and Placentia and Fountain Valley. It is my opinion that Info Comp Systems Inc., gives The City of Tustin the greatest opportunity to realize the most benefit from new software for the present and the immediate future. BACKGROUND In March of 1984, Info Comp Systems Inc. made a presentation to all PADS Cities, members, as well as contract, of their company profile, philosophy and installation procedures. At this presentation they offered the PADS Cities a price to install in-kind systems, per site, at a fixed cost. The offer was good until December 31, 1984 with the only requirement at that time was to send a letter of intent. The pricing at that time was very competitive with the George Thomas system, but afforded the City the latitude to make modifications to the reports, etc., at no additional costs. (Changes that required extensive rewrite are, of course, compensable). At this time the pricing that Tustin and all other PADS Cities are locked into is 40%-50% below the market place. The City has already participated in a formal RFP process through its membership in PADS and should take full advantage of its findings. The other member Cities have incurred additional costs to conduct independent analysis and ended up with the same conclusions. There has been an appropriation of $75,000 included in the 1984-85 Revenue Sharing Budget for software acquisition and installation. At this time, I think the final cost will be in the range of $60,000-$70,000 spread between March and October of 1985. RAN:skr Attachments cc: Council Members William Huston RECEIVED FINANCE DEPT, INSTRUCTIONS FOR EXERCISING THE STANDARD NONDISCLOSURE AGREEMENT Three copies of the ISI Standard Nondisclosure agreement have been provided to you for your review. Two are to be considered originals, and one a file copy. Should your organization choose to exercise the agreement, please have the appropriate party sign the two original copies and return both to ISI at the letterhead address. ISI will review any ammendments and/or corrections made by your organization; as these are acceptable, ISI will sign both copies and return one to you. Requests for User Documentation may 'be made with your return of the signed copies. Documentation will then be sent with the completed agreement. Ad- ditional requests may be made at any time thereafter (provided that the agreement is in effect), but must be made in w~iting. 2340 ROBINSON ST. · SUITF= 110 · COLO~AO0 SPf:IINGS, COI_ORAOO 80804 (303) 630-8345 ISI A072-02 NOND I SCLOSURE AGREEMENT Whereas Infocomp Syst~:~as, Inc. (hereinafter ISI), a Colorado Corporation doing business at 2340 Robinson St., Colorado Springs, Colorado, is the developer and owner of certain co~puter software programs designed for use in the governmental market place and Whereas the City of Tustin (hereinafter the City), a California City whose offices are located at 300 Centennial Way, Tustin, CA 92680, desires to utilize said computer programs under the provisions of an original contract with ISI which granted a restricted license to and eventual ownership and unrestricted use of the c~t~uter source code for certain ISI products, and Whereas the City desires to participate in Beta test site activities as a member of ISI's Beta Group, It is hereby agreed by the parties that: ISI will disclose such data relative to their computer programs as deemed necessary by ISI for the City's understanding of the capabilities and content thereof. It is understood that the data so provided is con- fidential to and contains trade secrets of ISI. Use of data supplied to the City by ISI is strictly limited. The City by its execution of this agreement agrees to notify ISI upon request as to the identities of all specific persons who have access to said data. Disclosure is strictly limited to permanent employees and/or elected of- ficials of the City who agree to be bound by the confidentialit~ herein required. The City agrees that it will neither disclose data provided under this agreement to any party or parties not in the direct employ of the City and/or so identified to ISI nor will it use the information provided in competition with ISI directly or indirectly in any market where the software programs might find application. Sale or donation by the City of any data provided to the City under this agreement is expressly prohibited. Data provided under this agreement is generally categorized as "Users Documentation" and is clearly designated as proprietary information on each copy thereof. This agrea~nent covers all data, or other materials disclosed, to include, but not be limited to, the following categories of data: a) Users manuals/instructions b) Technical documentations 2340 ROBINSON ST. · SUITE 110 · OOLOF~ARO SPRINGS, COLORADO 190904 (303) 630-8345 e 9o c) Operating programs on machine readable media d) Source data either tabular or on machine readable media Each transmittal of data shall be identified by ISI either via written transmittal letter to the City as being under the specific control of this agreement or by virtue of acceptance and/or payment thereof under the specific provisions of a contractual relationship between the par- ties. Marketing and advertising data normally utilized by ISI and specifically identified as such by ISI in its own sales efforts is ex- empt from the terms of this agre~aent, and may be used by the City at its unlimited discretion. This agreement shall continue with respect to non-disclosure or use of disclosed data for a period of five years following date of transmittal of each item of data under the terms of paragraph 5 of this agreement. In the event of breach of this agreement, the breaching party agrees to -pay all reasonable costs and attorney's fee's incurred by the non- breaching party in enforcing this agreement whether by way of enforce- ment through court action or otherwise and to be responsible for all consequential damages therefore. This Agreement shall be enforceable against the City only to the extent that data provided is eligible for nondisclosure pursuant to the terms of the California Public Records Act (Government Code section 6251 et seq.). The City agrees to notify ISI if a request for disclosure is made so that ISI may contest the third party's wight to compel the City's production of the data. Notices pursuant to this agreement shall be sent to the parties at their proper offices at: INFOCOMP SYST]~S, INC. 2340 Robinson Street Suite 110 Colorado Springs, CO 80904 CITY OF TUSTIN 300 Centennial Way Tustin, CA 92680 Karl J. Dell President INFOCOMP SYSTEMS, INC. City Manager CITY OF TUSTIN CONTRACT FOR COMPUTER SOFTWARE THIS CONTRACT is made this day of , 1985, by and between the CITY OF TUSTIN of the State of California, a Municipality (hereinafter the City) and INFOCOMP SYSTEMS, INC., a Colorado Corporation (hereinafter Supplier). The .parties hereto do agree as follows: 1.0 1.1 GENERAL REQUIREMENTS General Work Supplier shall furnish in a manner satisfactory to the City all work, materials, and documentation and unless otherwise provided shall pay all travel, postage, and living expenses necessary to com- plete the work as specified in the City's request for information for computer hardware and software proposal letter P1611 (dated November 28, 1984) copies of which are attached to this contract as attacP~ents "A" and "B" respectively and the terms and conditions of which are incorporated hereinby reference. 1.2 System Design Document The City and Supplier mutually acknowledge that inxnediately follow- lng the execution of this contract they will jointly prepare a Sys- tem Design Document which will precisely define the scope of the computerized management information system desired by the City and proposed by Supplier. Upon approval by the City of the System Design Document, Supplier will thereafter implement the computerized management information system in accordance with the terms, condi- tions and specifications contained in said Document. Following ap- proval by the City of the System Design Document, said Document shall become a part of this contract as attachment "C" hereto, with the terms, conditions and specifications thereof incorporated herein by reference. 1.3 No Waiver None of the provisions of this contract shall be considered waived by the City except when such waiver is in writing. 2.0 LAWS AND REGULATIONS Material furnished hereunder shall be so designed and constructed that when installed, it will comply with applicable laws, rules and regulations including, without limitation, of the State of Califor- nia. All expenses incurred in complying with these and any other requirements are understood to be included in the contract price. 3.0 TITLE Title to the material furnished hereunder shall pass to City, "f.o.b." point of destination. Should the materiat be received at destination by City's representative in a damaged condition and any claim for damage during shipment be declined by the Carrier or Car- riers with the inference that damage was the result of the act of the consigner or sc~e inherent defect in the material, Supplier, upon the request of City's representative shall assume the respon- sibility of processing any claim or claims against the Carrier or Carriers. If the damage is determined to be the Supplier's respon- sibility, then the Supplier shall reimburse City for the cost of repairing or replacing the damaged material. In any event, Supplier shall assist City in establishing Carrier liability by supplying evidence that the material was properly constructed, manufactured, packaged, and secured to withstand normal transportation conditions. 4.0 INVOICES 4.1 Quantity Ail invoices shall be rendered in duplicate when due. 4.2 Invoices to Owner Invoices shall be submitted to the City. Upon approval thereof, the City will proceed with payment. All invoices will be handled in an expeditious manner. 4.3 Contents Invoices shall indicate as separate items delivery charges, cost FOB point of destination, sales or use taxes, insurance, supervision or installation charges, and excise taxes, if any. 4.4 Owner's References The City's specification and contract numbers shall appear on all invoices. 5.0 5.1 5.2 PAYMENTS Owner's Approval Payments will be made only upon the approval of the City and in ac- cordance with the terms of this contract. Any Payment Other Than Final Payment Not Acceptance Any payment other than final payment by City shall not release Sup- plier of the responsibility to fully carry out its contractual obligations nor be construed as acceptance of the work hereunder by City. Final payment shall not relieve Supplier of any warrantee obligations. 5.3 Method of Payment Payments for component it,s of the total contract shall be made as follows: Application Software: Twenty-five percent (25%) of agreed application software price at contract award. Each deliverable identified in the approved project schedule will be invoiced upon completion at the remaining 75% of its contract price and is due within thirty (30) days after successful demonstration of the deliverable. Miscellaneous Tasks: Net thirty (30) days after completion of services rendered. System & Facility Support Charges: Net 15 days monthly as incurred. Note: Miscellaneous Tasks are defined as work efforts not a part of this contract nor authorized as task releases on a related Facility Support agre~nent. All miscellaneous tasks require the prior written approval of the City. 5.4 Documentation Required Prior to Final Payment Documentation as detailed in the supplier's specific offering is a part of the "material" discussed in the paragraph above. 5.5 Release The acceptance by Seller of final payment made under the terms hereof shall operate as and be a release of City, and every officer and agent thereof, of and from all claims of Seller for any and all things done or omitted by or on behalf of City in connection with, relating to, or growing out of this contract or the work done hereunder. 6.0 6.1 DELIVERY Suspension of Work or Delivery The City may suspend work or delivery by extension of time to Sup- plier. Supplier shall not be liable for delays in delivery or failure to manufacture or deliver due to causes beyond its reason- able control. The date of delivery, in the event of such delay, shall be postponed by the same number of calendar days as work ex- tended or delivery was suspended or delayed by the City provided Supplier submits to the City a claim in writing for extension of time with seven (7) days from the date of the start of delay. In the event Supplier is late in delivery, there shall be no escalation or price adjustment beyond the contract shipment date, except where such late delivery is requested or caused solely by the City. 7.0 7.1 INFRINGEMENT PROTECTION Patent, Trademark, or Copyright Royalties Ail royalties or other charges for any patent, trademark, or copyright to be used in the work shall be considered as included in the contract price. 7.2 Patent, Trademark, Copyright Infringement Supplier shall indemnify and save harmless City against any and all judgments, costs, damages, and expenses which may be awarded against City in any suit, action or proceeding brought against City for in- fringement or alleged infringement of a patent, trademark, or copyright by a Court of competent jurisdiction, arising out of the use by City of the materials and/or equipment furnished hereunder in the ordinary course of their use for the purposes hereunder in- tended. If any suit or suits for infringement of a patent, trade,mark, or copyright be instituted against the City as above specified on account of the use of said material and/or equipment furnished hereunder, and if promptly notified, Supplier shall assume the defense of such suit or suits and all expenses incidental to the defense thereof; but it is expressly understood that in assuming the defense of such suit or suits, Supplier shall have control of same and City shall be kept fully informed as to the progress thereof, and, have the right to confer about and give advice and assistance regarding the same. 8.0 8.1 SUBLETTING AND ASSIGh~ENT Subletting In case Supplier sublets portions of this contract, the Subcontrac- tors shall conform to all the requirements of the contract insofar as they apply to their portion of the work. Such subcontracts shall in no way relieve Supplier of liability under this contract. 8.2 Title and Assignment Supplier shall neither mortgage nor convey title tomaterial to be used in this work, nor assign the work or any money payable under this contract, without the written permission of the City. 9.0 CLAIMS If Supplier claims compensation for injuries caused by City, Sup- plier shall notify the City within a week thereof and make a detailed written statement of injuries and the amount of damages claimed to the City within 30 days thereafter; and, unless such statement shall have been so filed, its claim for compensation shall be dc~med to have been waived. Neither damage nor extras will be allowed Supplier for unforeseen difficulties. "Unforeseen difficulties" shall not be construed to include efforts that are clearly beyond the scope of the Supplier's specific offer- ing which may be desired by the City. 14 10.0 10.1 TERMINATION OF CONTRACT Agreement It is expressly agreed that this contract shall be fully discharged only by the satisfactory completion of all the work and obligations contracted for, or by the written consent of the City. 10.2 Termination If Supplier fails to begin the work or carry out the provisions of the contract, it shall be given a fifteen days written notice that further failure to carry out the provisions of the contract may result in termination by the City. Upon its further failure to con- form to the provisions of the contract, the City may at its option (1) terminate all or part of the contract or (2) take over and do all or part of the work. Supplier shall be liable for any addition- al cost arising from its failure to complete the work as agreed. 10.3 Determination of Non-compliance with Contract The City shall be the sole judge as to whether there has been such non-compliance with the contract as to warrant: (1) its termina- tion, or (2) its completion without such termination, subject to damages. 11.0 INSPECTION A~D TESTS The City may, at its own expense, conduct three types of acceptance tests: (1) a system reliability acceptance test; (2) a functional performance acceptance test; and (3) a full-load response time ac- ceptance test. The contractual significance of each of these tests shall be deter- mined by the supplier's specific offering and the City's acceptance thereof. 12.0 12.1 WARRANTIES Workmanship and Materials Supplier shall warrant that the material and all parts thereof fur- nished by Supplier whether or not manufactured by Supplier, shall be the kind and quality described in the purchase order or contract documents; will be free of defects in workmanship of merchantable quality and shall be fit for their intended purpose. 12.2 Performance Supplier shall warrant that when the material is placed in operation or used, it will perform in a manner set forth in the contract docu- ments. 12.3 Remedies 12.4 Supplier shall agree that if it shall appear within twelve (12) months from the date the application software is placed in opera- tion, provided the same is not unreasonably delayed by the City, that the material delivered hereunder does not meet the warranties specified above, and provided that the City notifies Supplier promptly upon the discovery of the defect or nonconformity; Supplier shall acknowledge receipt of such notice of defect or nonconformity and shall inform the City in writing within fifteen days of receipt of such notice as to whether: a) Supplier will, at Supplier's expense, i~u~:diately repair or replace the material or otherwise correct work so that it will meet and conform to the warranties specified above, provided, however, that if Supplier should elect to repair said material, such repair shall be effected in such a manner as not to inter- fere with operations conducted by City, or b) Supplier authorizes the City to repair the material, or have it repaired, or otherwise correct ~he nonconformity, or have it corrected, so that the material will meet and conform to the warranty specified above, and agrees to pay City the cost of such repair, replacement, or correction. Ail shipping charges incurred in connection with any such repair or replacement shall be borne bySupplier. If SupDlier is obligated to correct defects as herein provided, the warranty period for the repaired or replaced material shall extend for the same period as the original warranty from completion of repair or installation of such material provided the same is not un- reasonably delayed by the City. Limitation of Liability It shall be agreed that if Supplier shall so replace, repair or otherwise correct the defect or nonconformity, or so authorize the City to repair, replace or otherwise correct the defect or noncon- formity and pays or agrees in writing to pay the cost of such repair, replacement or other correction, such shall constitute ful- fillment of all liabilities of Supplier to City for any claim based upon such defect or nonconformity, and in such event, except as to title and except as provided in the paragraphs entitled "Infringe- ment Protection" and "Indemnity," Supplier shall not be liable for special or consequential damages. If Supplier so replaces, repairs or otherwise corrects the defect or nonconformity, or so authorized the City to repair, replace or otherwise correct the defect or non- conformity and pays the cost of such repair, replacement or other correction, and it subsequently is determined either by agreen~nt between City and the Supplier or any court of competent jurisdiction 12.5 that Supplier is not liable for such defect or nonconformity, the City will repay or refund the sum so paid by supplier. In any event, Supplier's liability for any claim based upon such defect, nonconformity or noncompliance shall not exceed the total price of the material furnished under this Contract except as provided in the paragraphs entitled "Warranties," "Infringement Protection" and "In- demnity." Agreement The acceptance of a contract for the work covered by said contract shall constitute an agre~entby Supplier that all requirements of the contract and the warranties included in Supplier's specifica- tions are thereby made effective and binding upon the Supplier and Supplier is not in any way relieved therefrom by payment therefor. 13.0 ACCEPTANCE Acceptance of the material furnished hereunder will not be made by the City and/or City's representative until the material has been placed in operation and tested and found to have met successfully all performance warranties made by supplier. However, if said per- formance tests are delayed beyond a period of one year from the date the work is placed in operation and provided said operating date is not unreasonably delayed by City and such delays are not due to Sup- plier's deliveries or performance limitations, then Supplier's liability for its warranties of performance shall terminate unless other terms of liability are mutually agreed upon at the end of the afor~entioned one year period. Upon fulfillment of all the terms of the contract, the City and/or City's representative will so notify Supplier in writing; and, such written notice only shall con- stitute acceptance and fulfillment of the contract, subject, however, to the warranties contained in the contract. 14.0 DISPUTED QUESTIONS This contract is intended to be self-explanatory; but, should any discrepancy appear or any misunderstanding arise as to any conflict of provisions or stipulation contained in this Contract, the matter shall be referred to the City who shall decide the issue in accor- dance with their true intent and meaning as construed by City. The City shall also decide all questions which may arise between the parties relative to the actual work or construction, or the suf- ficiency of the performance hereunder, and his decision shall be final and binding upon both parties to this contract. 15.0 ARBITRATION Any dispute arising between City or its agents and Supplier under any provision hereof which cannot be settled by the parties within a reasonable time shall be submitted by either party to arbitration. All disputes to be arbitrated shall be submitted to and decided by a board of three arbitrators, one to be appointed by Supplier, one by City (each of which may be an employee) and the third by the two so appointed. If either party shall fail or refuse to appoint an ar- bitrator within 30 days after written notice has been given to it by the other party naming the latter's arbitrator, the party giving such notice shall have the right to request the Presiding Judge of the Superior Court of the State of California in and for the City of Tustin to appoint an arbitrator for the other party so in default. If the two arbitrators thus chosen shall be unable to agree upon a third arbitrator, such arbitrator shall be appointed, upon applica- tion by either party, by either such Presiding Judge. The decision of a majority of the arbitrators, after a hearing at which both par- ties shall have an opportunity to be heard and to introduce evidence, shall be binding upon the parties hereto. The cost of the arbitrator appointed by supplier shall be paid by Supplier, the cost of the arbitrator appointed by City shall be paid by City and the cost of third arbitrator shall be borne equally by Supplier and by City. 16.0 CANCELLATION PROVISION City may suspend or terminate, by written notice, the work being performed pursuant to this contract if the City shall be required or deems it advisable as a direct or indirect consequence of any governmental action or for other good and sufficient reason. Sup- plier thereupon shall take whatever action is necessary with respect to work in progress as will tend to minimize its claim against the City. City will pay Supplier a reasonable suspension or termination charge, excluding any allowance for anticipated profits on the un- performed portion of the work. Supplier shall include in subcon- tracts made pursuant to this contract a termination provision sub- stantially similar to the following foregoing provision. 17.0 INDEMNITY Supplier shall indemnify the City, its officers, agents and employees against all loss, damage, expense and liability resulting from injury to or death of any person, including, but not limited to, employees of City and/or Supplier or injury to property, includ- ing, but not limited to property of City and/or Supplier arising out of, or in any way connected with, the technical direction of instal- lation, inspection and instruction performed by Supplier's represen- tative at City's work site. All in conjunction with material fur- nished hereunder, excepting only such injury or death as may be caused by the sole negligence or willful misconduct of City. Sup- plier shall, on City's request, defend any suit asserting a claim covered by this indemnity. Supplier shall pay all costs that may be incurred by City in enforcing the indemnity, including actual attor- ney's fees. 18.0 EXECUTIVE ORDER 11246 During the performance of this contract and to the extent that Ex- ecutive Order '11246 may be applicable to this contract, the Supplier agrees as follows: 18.1 Nondiscrimination The Supplier will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Supplier will take affirmative action to ensure that applieant~ ar~ employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruit- ment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, includ- ing apprenticeship. The Supplier agrees to post in conspicuous places, available to employees and applicants for e~ployment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 18.2 Information and Reports The Supplier will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant there- to, and will permit access to his books, records and accounts by the contracting agency and the Secretary of Labor for purposes of inves- tigation to ascertain com[~liance with such rules, regulations and orders. 18.3 Noncompliance In the event of the Supplier's noncompliance with the nondiscrimina- tion clauses of this contract or with any of such rules, regulations or orders, this contract may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Execu- tive Order No. 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. 19.0 19.1 MISCELLANEOUS PROVISIONS Applicable Law This contract shall be governed by, subject to and construed in ac- cordance with the laws of the State of California. 19.2 Effective Waiver The waiver or failure of either party to exercise in any respect any right provided for in this contract shall not be deemed a waiver of any further or future rights hereunder. 19.3 Notices Ail notices provided for in this contract shall be in writing and addressed to the appropriate party at the respective addresses set forth below or to such other then current address as is then specified by ~he parties hereto in writing, and if such notices are sent by mail they shall be certified with return receipt requested: City of Tustin 300 Centennial Way Tustin, California 92680 Infocomp Systems, Inc. 2340 Robinson St. (Suite 110) Colorado Springs, CO 80904 19.4 Headings Paragraph headings are included in this contract for convenience only and are not deemed to be a part of this contract. 19.5 Confidentiality of Information Ail cards, tapes, discs, other media, processes, reports and infor- mation and data of any kind or nature that are made available by the City or that become available to Supplier by virtue of this contract or the relationship created by this contract shall be held in stric- test confidence by Supplier, its officers, agents and employees. Supplier shall take such steps as are reasonably necessary and required for the maintenance of such confidentiality. Such con- fidential disclosures that are made or such confidential information that is made or becomes available to Supplier is made in reliance by the City on these promises. 19.6 Complete Agreement This contract together with the attacPzaents thereto constitutes the con~lete agreement between the parties hereto and no provisions of this contract may be changed or modified except by subsequent agree- ment in writing signed by both parties. IN WITNESS WHEREOF, the parties hereto, by their duly authorized represen- tatives, have executed this contract as of the date first above written. CITY OF TUSTIN I~DCOMP SYSTEMS, INC. By: By: Its: Its: 10