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STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT
December 6, 2007
This Standard Software License and Services Agreement which includes the attached Exhibits ("this Agreement") is
between New World Systems® Corporation ("New World"), a Michigan Corporation and City of Clermont,
Florida ("Customer"). This Agreement sets forth the terms and conditions under which New World will furnish
the Licensed Products and will provide certain services described herein to Customer.
The attached Exhibits include:
Exhibit AA .....................
Exhibit A .......................
Exhibit B ........................
Exhibit C .......................
Exhibit D .......................
Exhibit E ........................
Exhibit F ........................
Exhibit G .......................
Exhibit H .......................
Exhibit I .........................
Exhibit J ........................
Appendix 1 ....................
• Appendix 2 ....................
TOTAL COST SUMMARY AND PAYMENT SCHEDULE
LICENSED STANDARD SOFTWARE AND FEES
INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES
STANDARD SOFTWARE MAINTENANCE AGREEMENT
NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
DEMONSTRATION SITE DISCOUNT
OPTIONAL -DATA FILE CONVERSION ASSISTANCE
OPTIONAL -CUSTOMER REQUESTED STANDARD SOFTWARE
ENHANCEMENTS /MODIFICATIONS AND / OR CUSTOM SOFTWARE
ESCROW OF SOFTWARE SOURCE CODE
INCORPORATION BY REFERENCE OF NEW WORLD'S RESPONSE TO
CUSTOMER'S RFP SOFTWARE SPECIFICATIONS
ACCEPTANCE TESTING
OPTIONAL -AGREEMENT AND AUTHORIZATION FOR PROCUREMENT
OF COMPUTER HARDWARE, PROPRIETARY SOFTWARE AND
SERVICES
AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD
PARTY PRODUCTS AND SERVICES
By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached
Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us
relating to the matters referenced herein and replaces any prior oral or written representations or
communications between us. Each individual signing below represents that (s)he has the requisite authority
to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary
formalities have been met. If the individual is not so authorized then (s)he assumes personal liability for
compliance under this Agreement.
ACKNOWLEDGED AND AGREED TO BY:
NEW RLD SYSTEMS® CO ORATION CITY OF CLERMONT, FLORIDA
(New •1 (Customer)
By: t~ . By: r
L ry D. Leinweber, President orized Signature Title
Date: ~Z~~~~G
By:
Authorized Signature
Title
Date: ~e('' ~,rnbec `~ , oZC~O"~
The "Effective Date" of this Agreement is the latter of the two dates in the above signature block.
Corporate.• 888 West Big Beaver Road • Suite 600 • Troy • Michigan 48084-4749 •248-269-1000 • www.newwortdsystems.com
•
I. DEFINITIONS
The following terms as defined below are used throughout this Agreement:
1. "Licensed Standard Software ":
The current version of New World standard and development application software package(s) (in machine readable code) listed on
Exhibit A. "Development Software" is standard application software currently under development by New World which, if
applicable, will be completed and delivered to Customer as Licensed Standard Software during the term of this Agreement.
2. "Upgrades ":
Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Sofrwarc under Exhibit C
of this Agreement and released after the execution of this Agreement.
3. "Licensed Custom Software":
Any software (programs or portions of programs) developed by New World specifically for Customer's own use.
4. "Licensed Software":
The Licensed Standard Software (including any Development Software), Upgrades, and Licensed Custom Software provided under
this Agreement.
5. "Licensed Documentation":
New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions
relating to the Licensed Software (such as Product Bulletins, installation instructions, and training materials).
6. `Authorized Copies":
Except as provided in Section II, subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation
are the copies of each application software package defined in this Paragraph. They arc:
(i) the single copy of the Licensed Sofware and the related Licensed Documentation delivered by New World under this
Agreement; and
(ii) any additional copies made by Customer as authorized in Section Il, subparagraph 1.2.
7. "Licensed Products ":
The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing.
8. "Delivery of Licensed Standard Software":
Licensed Standard Software will be delivered in a machine readable form to Customer on the appropriate media or via an agreed upon
network connection as soon as the software is available afer the Effective Date.
9. "Installation of Licensed Standard Software":
Installation of the Licensed Standard Software shall be deemed to occur upon the earlier of:
(a) the transferor loading of the Licensed Standard Software onto a Customer server or computer, or
(b) thirty (30) days after delivery of the Licensed Standard Software.
10. "Customer Liaison ":
A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten
(l0) days of the Effective Date, Customer shall notify New World of the name of the Customer Liaison.
1 1. "SSMA ":
The New World Standard Software Maintenance Agreement as set forth in Exhibit C.
12. "Computer":
The MSP Server(s) to be located at:
Clermont Police Department
865 W. Montrose Street
Clermont, FL 3471 L
Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten
(]0) days of the Effective Dato, whichever is later. If the Computer is to be relocated, Customer shall notify New World of the new
location in writing prior to the relocation.
13. "Confrdentiallnformation":
Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as
"Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any
information which was previously known to the other party without obligation of confidence or without breach of this Agreement, is
publicly disclosed either prior or subsequent to the other party's receipt of such information, or is rightfully received by the other party
from a third party without obligation of confidence.
14. "An Authorized User/Workstation":
Subject to the number of users specified in Exhibit A, any PC workstation that is connected to access the Licensed Software resident
on Computer and that may be logged on to access the programs, interfaces, data, or files created and/or maintained by the Licensed
Software.
II. GENERAL TERMS AND CONDITIONS
1.0 SINGLE USE LICENSE
1.1 New World grants Customer a perpetual, nontransferable, nonexclusive, and non-assignable license
to use the Licensed Software only on the Computer and only for its internal processing needs.
Customer shall have the right and license to use, enhance, or modify the Licensed Software only for
• Customer's own use and only on the Computer and only on an authorized workstation. New World
will deliver to Customer one copy of each application of the Licensed Software (in machine readable
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form compatible with the specified operating environment) and one copy of the related Licensed
Documentation. If Customer fails to pay all license fees specified in Exhibit A and the applicable
custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products
and shall return them to New World.
1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two
(2) back-up copies on magnetic media of each application of the Licensed Software and one back-up
copy of the related Licensed Documentation. These Authorized Copies may be stored at a different
location as defined above so long as they are kept in a location secure from unauthorized use.
Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or
otherwise disclose to any third party the Licensed Products or copies thereof in whole or in part, in any
form or media. This restriction on making and distributing the Licensed Products or copies of any
Licensed Product, includes without limitation, copies of the following:
(i) Program libraries, either source or object code;
(ii) Operating control language;
(iii) Test data, sample files, or file layouts;
(iv) Program listings; and
(v) Licensed Documentation.
1.3 Upon written request by Customer, and with written permission by New World, additional
Authorized Copies may be made for Customer's internal use only.
2.0 OWNERSHIP
2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest
therein, remain the sole property of New World or its licensors, and Customer shall obtain no right,
title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive,
nontransferable, non-assignable license to use the Licensed Products as restricted herein.
2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included
• in this license. New World shall have the right to use any data processing ideas, techniques, concepts,
and/or know-how acquired by it in the performance of services under this Agreement including the
development of Licensed Custom Software for the advancement of its own technical expertise and the
performance of other Software License and Service Agreements or any other applicable agreements.
New World shall have, without restriction, the right to use all programs, procedures, information, and
techniques that are publicly available, obtained or obtainable from third parties and/or developed
independently by New World without specific reference to Customer's organization.
3.0 CORRECTIONAND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE
3.1 New World provides software correction service and maintenance for the Licensed Standard Software
during the teen of Customer's SSMA and the warranty period preceding it. See Exhibit C for a
description of the warranty period, the SSMA start date and term, the services available and the
applicable fees and procedures.
4.0 WARRANTIES
4.1 New World warrants, for Customer's benefit only, that the Licensed Standard Software will perform
as specified in its user manuals based on the then-current release of the Licensed Standard Software.
4.2 New World warrants, for Customer's benefit only, that it possesses the necessary intellectual rights to
license to Customer the Licensed Standard Software provided hereunder.
The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than
New World. New World does not warrant that the features or functions of the Licensed Software will meet
Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY
PROVIDED IN THIS PARAGRAPH 4.0, AND ITS SUBSECTIONS, NEW WORLD EXPRESSLY
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED
PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
• 5.0 INSTALLATION AND TRAINING SUPPORT SERVICES
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5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available
to Customer qualified representative(s) who will provide installation and training support services for
each application of the Licensed Software delivered. See Exhibit B for a description of the services
provided and the applicable fees and procedures.
6.0 CUSTOMER LIAISONAND CUSTOMER RESPONSIBILITIES
The successful implementation of the Licensed Products into Customer's environment requires Customer's
commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the
following:
6.1 Customer understands that the Licensed Software is designed to run in a specified operating
environment which includes hardware, software and related equipment not provided by New World.
Customer is responsible for assuring that the appropriate hardware equipment, related components
and all cabling are installed timely and are suitable for the successful installation of the Licensed
Software.
6.2 Customer agrees to provide the management interface and support necessary to successfully complete
the implementation of the Licensed Software. This support includes upper level management priority
setting and timely involvement during and after a change in Customer's organization, Customer's
operations and/or after changes in Customer's internal policies or procedures which directly affect the
software implementation.
6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of
the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons
beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible.
New World is not responsible for any delay caused directly or indirectly by the reassignment of the
Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall:
(i) provide timely answers to New World's requests for information;
(ii) coordinate a mutually agreeable implementation and training schedule;
• (iii) have authority to sign for and obligate Customer to any matters relating to service requests,
design documents, performance test documents and/or delivery and service dates, excluding
any such items that increase the cost of the project to;
(iv) in situations where Customer participation is required, provide timely input for systems
definition, detail design, and use of the software system.
6.4 Customer is responsible for creating and maintaining its master files, tables and the like which
includes accurate data entry, accurate file editing and overall file control to assure successful systems
performance.
6.5 Customer shall provide qualified personnel with sufficient backup to be trained to use the Licensed
Software and to interpret the output. Applying the output information in Customer's environment is
Customer's sole responsibility.
7.0 BILLING AND ADDITIONAL AUTHORIZED WORKSTATION CHARGES
7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made
under this Agreement. Past due amounts are subject to a service charge of 1.5% per month, which
charge Customer agrees to pay. To the extent Customer imposes additional requirements on New
World for services other than those expressly provided in this Agreement, New World retains the
right to make additional price adjustments and/or any other adjustments that may be necessitated.
Before performing these additional services, New World will notify in writing the authorized
Customer's representative that the services are subject to additional charge(s) and receive Customers'
written authorization prior to performing such additional services.
7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software,
Customer agrees to pay the additional License fees at the then current software prices in effect.
SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next
annual billing date after the additional workstations and/or Licensed Standard software is added. With
said payments, the license provided in Section II, Paragraph 1.0 permits Customer's use of the
Licensed Software for the specified workstations.
7.3 Customer shall notify New World if additional authorized workstations need to be added to access
- the Licensed Software and will pay the additional authorized workstation fees promptly when
invoiced.
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7.4 Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer
and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an
exemption certificate must be submitted to New World.
8.0 NON-RECRUITMENT OF PERSONNEL
8.1 During, and for a period of twenty-four (24) months after the expiration of, the Standard Software
Maintenance Agreement and/or any renewal maintenance agreement, each party agrees not to solicit or
hire current or former employees of the other without the other's prior written consent.
9.0 CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT
9.1 Subject to the requirements of the Freedom of Information Act (FOIA), Florida's Public Records Act
and/or other comparable applicable state or local law, each party shall hold all Confidential
Information in trust and confidence for the party claiming confidentiality and not use such Confidential
Information absent express written consent by the party claiming confidentiality. The other party
agrees not to disclose any such Confidential Information, by publication or otherwise, to any other
person or organization. To the extent practical, Customer agrees to timely notify New World of any
request(s) made for disclosure of confidential information.
9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information
and proprietary to New World. In addition to the other restrictions set forth elsewhere in this
Agreement or otherwise agreed to in writing, and to the extent practical and in compliance with
applicable law, Customer agrees to implement all reasonable measures to safeguard New World's
proprietary rights in the Licensed Products, including without limitation the following measures:
(i) Customer shall only permit access to the Licensed Products to those employees who
require access and only to the extent necessary to perform Customer's internal processing
needs.
(ii) With respect to agents or third parties, Customer shall permit access to the Licensed
• Products only after New World has received, approved and returned a fully executed Non-
Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to
reasonably refuse access to a third party after it has evaluated the request. Customer
agrees to provide information reasonably requested by New World to assist New World in
evaluating Customer's request to permit third party access to the Licensed Products. In
addition to any other remedies, New World may recover from Customer all damages and
legal fees incurred in the enforcement of this provision on third party access;
(iii) Customer shall cooperate with New World in the enforcement of the conditions set forth
in the attached Non-Disclosure Agreement or any other reasonable restrictions New World
may specify in writing in order to permit access;
(iv) Customer shall not permit removal of copyright or confidentiality labels or notifications
from its proprietary materials; and
(v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed
Software.
9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or
otherwise, New World shall be entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of a breach or threatened breach of this
paragraph 9.0 on Confidentiality and Non-Disclosure without the requirement of posting a bond or
proof of injury as a condition for the relief sought.
10.0 LIMITATION OF LIABILITYAND RECOVERABLE DAMAGES
New World's entire liability and Customer's exclusive remedies are set forth below:
10.1 For any claim relating to the non-conformance or imperfection of any licensed software provided
under this Agreement, New World will correct the defect so that it conforms to the warranties set
forth in Section II, subparagraph 4.1; or if after repeated attempts to correct the non-conformity, New
World is unable to correct the non-conformity, then Customer may recover its actual damages subject
to the limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection
with this Agreement, Customer may recover its actual damages subject to the limits set forth in
• subparagraph 10.2 below.
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10.2 New World's total liability to Customer for all claims relating to the Licensed Products and this
Agreement, including any action based upon contract, tort, strict liability, or other legal theory, shall
be limited to Customer's actual damages and in no event shall New World's liability exceed the
Exhibit A Licensed Standard Software fees paid to New World.
10.3 New World shall not be liable for any special, indirect, incidental, punitive, exemplary, or
consequential damages, including loss of profits or costs of cover, arising from or related to a breach of
this Agreement or any order or the operation or use of the Licensed Products including such damages,
without limitation, as damages arising from loss of data or programming, loss of revenue or profits,
failure to realize savings or other benefits, damage to equipment, and claims against Customer by any
third person, even if New World has been advised of the possibility of such damages. New World's
liability for any form of action shall only apply after any and all appropriate insurance coverage has
been exhausted.
10.4 If it is determined that a limitation of liability or a remedy contained herein fails of its essential
purpose, then the parties agree that the exclusion of incidental, consequential, special, indirect,
punitive, and/or exemplary damages is still effective.
11.0 INTEGRATION WITH U.S. COPYRIGHT ACT
11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by
and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976,
U.S.C. Sections 101-810 (1976) as amended. If a provision of the U.S. Copyright Act and this
Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the
more restrictive, then the provision within this Agreement shall apply.
12.0 INDEPENDENT CONTRACTOR
12.1 New World is an independent contractor. The personnel of one party shall not in any way be
• considered agents or employees of the other. To the extent provided for by law, each party shall be
responsible for the acts of its own employees.
12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel.
13.0 INSURANCE REQUIREMENTS
New World shall not commence work under this Agreement until it has obtained the insurance required
under this paragraph.
13.1 Workers' Comaensation Insurance: New World shall procure and maintain during the term of this
Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be
performed.
13.2 Liability and Property Insurance -Comprehensive Form: New World shall procure and maintain
during the term of this Agreement, Liability and Property Damage Insurance in an amount not less
than $1,000,000 on account for each accident; and in an amount not less than $1,000,000 for each
accident for damage to property.
13.3 Automobile Liability Insurance: New World shall procure and maintain during the teen of this
Agreement, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance
in an amount not less than $600,000 for injuries, including accidental death, to each person; and,
subject to the same limit for each person, in an amount not less than $600,000 for each accident; and in
an amount not less than $600,000 on account for each accident for damage to property, provided
however that the combined single limit for all automotive related claims shall not exceed $1,000,000.
13.4 Sovereign Immunity not Waived: The requirements or insurance or any other term or conditions
contained in this Agreement shall not be deemed, construed or act as a waiver of any sovereign
immunity that Customer may enjoy.
14.0 DISPUTERESOLUTIONBYARBITRATION
14.1 Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be
• settled in arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
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Association. Judgment upon any award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof.
14.2 Before a demand for arbitration may be filed by either party, the management of both parties shall have
met at least two times in face-to-face meetings in an effort to resolve any dispute or controversy
through normal business management practices. Unless otherwise agreed to in writing, a minimum of
one meeting shall take place at each party's home office location.
14.3 The arbitrator(s) shall have no power or authority to add to or detract from this Agreement. The
arbitrator(s) shall have no authority to award damages over and above those provided for in this
Agreement and in any event shall not exceed the limitations set forth in Section II, subparagraph 10.2,
even if the remedy or limitation of liability provisions set forth in this Agreement shall for any reason
whatsoever be held unenforceable or inapplicable.
14.4 Neither party nor the arbitrator(s) may disclose the existence or results of any arbitration hereunder,
except if the arbitration results in a Court imposed judgment, the non-disclosure restriction shall not be
effective to the extent the matter becomes a public record.
14.5 Each party shall bear its own costs in preparing for and conducting arbitration, except that the joint
costs, if any, of the actual arbitration proceeding shall be shared equally by the parties.
14.6 In the event that a controversy or claim arising out of or relating to this Agreement, or breach thereof,
is heard or otherwise prosecuted in court, the parties hereby unconditionally waive their respective
rights to a jury trial of any such controversy or claim.
14.7 Any arbitration proceeding or other action or proceeding that may be brought as a result of a dispute
hereunder, shall be governed by the Law of the State of Florida and shall have exclusive venue in Lake
County, Florida.
1 S.0 TERMINATION
15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with
the terms of this Agreement, Customer may at its option terminate this Agreement with ninety (90)
• days written notice as follows:
(i) The termination notice shall provide a detailed description (with examples) of any warranty
defects claimed;
(ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty
defects in order to satisfy the terms of this Agreement;
(iii) During the ninety (90) day cure period, Customer shall apply sound management practices
and use its best efforts to resolve any issues or obstacles -including cooperating with New
World and reassigning personnel if necessary to improve the working relationship;
(iv) At the end of ninety (90) days unless the termination has been revoked in writing by
Customer, the Agreement terminates.
15.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if
Customer fails to fulfill its responsibilities under this Agreement, including but not limited to those
outlined in Section II, Paragraph 6.0, then New World may at its option terminate this Agreement
with written notice as follows:
(i) The termination notice shall define the reason for termination;
(ii) If the cited reason for termination is Customer's failure to make prompt payment, Customer
shall have fifteen (15) days from receipt of said notice to make payment in full for all
outstanding invoiced payments due:
(iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities,
Customer shall have ninety (90) days from receipt of said notice to correct any actual
deficiencies in order to satisfy the terms of this Agreement;
(iv) During the applicable cure period, New World will use sound management practices and its
best efforts to resolve any issues or obstacles -including the reassignment of personnel if
necessary to improve the working relationship;
(v) At the end of the applicable cure period, unless the termination has been revoked in writing by
New World, the Agreement terminates.
15.3 In the event of termination by either party, New World shall continue to provide its services, as
previously scheduled, through the termination date and the Customer shall continue to pay all fees and
• charges incurred through the termination date as provided in the attached Exhibits.
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15.4 Upon termination under subparagraph 15.1, Customer shall return to New World all Licensed
Products, including any copies provided to or created by Customer under this Agreement.
15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a
claim for damages.
15.6 The Terms and Conditions relating to ownership, warranties, non-recruitment of personnel,
confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act,
dispute resolution and the General provisions (18.0), survive termination.
16.0 PATENT AND TRADEMARK INDEMNIFICATION
16.1 New World agrees to indemnify and save the Customer harmless from and against any and all
judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting
from any alleged infringement of any patent or copyright arising from the licensing of the
Licensed Standard Software pursuant to this Agreement, provided that Customer has notified
New World in writing of such allegation within thirty (30) days of the date upon which the
Customer first receives notice thereof. New World's obligation to indemnify and save
Customer harmless under this paragraph is void if the claim of infringement arises out of or in
connection with any modification made to the Licensed Standard Software or any use of the
Licensed Standard Software not specifically authorized in writing by New World. No term or
condition contained herein shall be deemed, construed or act as a waiver of any sovereign
immunity that Customer may enjoy.
16.2 New World agrees to provide a limited indemnification for the acts of its employees, but not
indemnification for its Licensed Products, except as the Licensed Products are indemnified under
the provisions of Paragraph 16.1.
The limited indemnification for New World employees shall only apply in those situations where
. New World's insurance coverage in Paragraph 13 does not cover a claim. If the insurance does
not cover a claim, then subject to a recovery limitation of direct damages up to the Exhibit A
Licensed Standard Software fees paid to New World, the following shall apply.
New World assumes the liability for all losses, claims, damages (including loss of use), expense
demands, claims, damages and judgments in connection with or arising out of any injury or
damage to property, sustained in connection with, or to have arisen out of the performance of,
New World, and New World's agents, subcontractors, servants and employees, including losses,
expenses or damages sustained by the Customer and losses, expenses or damages to New World
or New World's subcontractor's vehicles or property. New World hereby undertakes and agrees
to indemnify, defend and hold harmless the Customer, individually or collectively, and the
officers, agents, servants and employees of the Customer, from any and all such losses expenses,
damages (including loss of use, judgments, demands and claims), and shall defend any suit or
action brought against them, or any of them, based on any alleged injury (including death) or
damage (including loss of use) and shall pay all damages, judgments, costs and expenses,
including attorney's fees, in connection with said damages and claims resulting therefrom. The
foregoing assumption, indemnification, hold harmless and undertaking of defense shall not apply
to any loss, damage, expenses, demand, claim or cause of action arising out of, or caused by the
sole negligence of the Customer, individually or collectively, or the officers, agents or employees
of said Customer.
17.0 NOTICES
17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the
business address of the Customer.
17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the
following address (or to any other address so specified by New World):
New World Systems Corporation
888 West Big Beaver, Suite 600
• Troy, Michigan 48084
Attention: President
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18.0 GENERAL
18.1 This Agreement is the entire agreement between the parties superseding all other communications,
written or oral, between the parties relating to the subject matter of this Agreement. This Agreement
may be amended or modified only in writing signed by both parties.
18.2 This Agreement is governed by the laws of the State of Florida and it shall be binding on the
successors and assigns of the parties.
18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or
any other provision of this Agreement.
18.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered
hereunder, may be brought by either party more than one (1) year after the cause of action has occurred
except that an action for non-payment of fees may be brought within two (2) years of the date the
payment was due.
18.5 The paragraph headings which appear herein are included solely for convenience and shall not be used
in the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or
otherwise unenforceable shall not affect the other provisions, which other provisions remain in full
force and effect.
18.6 This Agreement is entered into solely for the benefit of New World and Customer. No third party
shall have the right to make any claim or assert any right under it, and no third party shall be deemed a
beneficiary of this Agreement.
18.7 New World shall comply with the provisions of chapter 119, Florida Statutes (Public Records Law) in
connection with this Agreement. If a request is made under the Public Records Law to either party, the
party receiving the request shall provide notice to the other party and provide that party the opportunity
to assert an exception to production.
18.8 New World will allow this Agreement to be referenced in the purchase of like products and services
of Computer Aided Dispatch, Law Enforcement Records and Mobile applications for Florida Public
• Safety agencies utilizing the Florida Piggyback procurement process. This condition will be intact for a
period of 365 days after the last signature date as indicated.
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Agreement 120607.doc Page 9 of 42 City of Clermont, FL
r1
~J
EXHIBIT AA
TOTAL COST SUMMARY AND PAYMENT SCHEDULE
I. Total Costs Summary: Licensed Standard Software, Implementation Services, And Tllird Party Products
DESCRIPTION OF COST
A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A
B. PROJECT MANAGEMENT as further described in Exhibit B
C. INTERFACE INSTALLATION SERVICES as further described in Exhibit B
D. INSTALLATION AND TRAINING SERVICES as further described in Exhibit B
E. THIRD PARTY SERVICES as further described in Appendix 2
F. TRAVEL EXPENSES
ONE TIME PROJECT COST
•
G. STANDARD SOFTWARE MAINTENANCE SERVICES -the services are further detailed in Exhibit C
1. Warranty Period through 3/31/09
2. Year One of Standard Software Maintenance $58,650
3. Year Two of Standard Software Maintenance 58,650
4. Year Three of Standard Software Maintenance 58,650
5. Year Four of Standard Software Maintenance 58,650
6. Year Five of Standard Software Maintenance 58,650
COST
$210,020
21,000
32,500
93,600
18,115
30,000
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE
Agreement 120607.doc
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Page 10 of 42
City of Clermont, FL
•
•
Exhibit AA /COST SUMMARY AND PAYMENT SCHEDULE
II Payments for Licensed Standard Software Implementation Services and Third Party Products
DESCRIPTION OF COST COST
A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $210,020
1. Amount due upon Agreement execution (40%) $84,008
2. Amount due upon delivery of each Licensed Standard /94,509
Software (45%)
3. Amount due 90 days after acceptance as defined in 31,503
Exhibit J (15%)
B. PROJECT MANAGEMENT as further described in Exhibit B 21,000
1. 10 days after the Effective Date $6,300
2. 90 days after the Effective Date 6,300
3. 180 days after the Effective Date 6,300
4. Upon project completion or 365 days after 2,100
the Effective Date, whichever comes first.
C. INTERFACE INSTALLATION SERVICES as further described in Exhibit B 32,500
1. Amount due upon the Effective date (50%) ~ $16,250
2. Amount due upon completion of the installation (50%) 16,250
D. INSTALLATION AND TRAINING SERVICES as further described in Exhibit B 93,600
1. 780 hours billed as used
E. THIRD PARTY SERVICES as further described in Appendix 2 18,115
1. Amount due upon the Effective Date (50%) $9,058
2. Amount due upon delivery of 3`d party services (50%) 9,057
F. TRAVEL EXPENSES (Estimate) 30,000* ~ c~~ O ~f
(These expenses are billed as incurred) ~~~~ ~ l j
~~~~~ ~
1. 25 trips are anticipated, to be billed at actual cost for reasonable expenses incurred for airfare, rental
car, lodging, tolls, mileage, and daily per diem expenses.
2. Travel labor for the estimated 25 trips will be billed at 4 hours maximum per (round) trip.
ONE TIME PROJECT COST: $4Q
•
*Estimate
~~ ~~ ~~ ~~~e cnu~c~o
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Page 11 of 42
City of Clermont, FL
• Exhibit AA /COST SUMMARY AND PAYMENT SCHEDULE
G. STANDARD SOFTWARE MAINTENANCE SERVICES -the services are further detailed in Exhibit C.
1. Warranty Period through 3/31109
2. Year One of Standard Software Maintenance $58,650
3. Year Two of Standard Software Maintenance 58,650
4. Year Three of Standard Software Maintenance 58,650
5. Year Four of Standard Software Maintenance 58,650
6. Year Five of Standard Software Maintenance 58,650
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE
•
CONFIDENTIAL
Agreement 120607.doc Page 12 of 42 City of Clermont, FL
EXHIBIT A
LICENSED STANDARD SOFTWARE AND FEES
•
1. License Fee for Licensed Standard Software And Documentation Selected By Customer:
Application Package Cost
CAD (Users included in CAD Base - 4)
1. Aegis/MSP Combined Multi-Jurisdiction LE/Fire/EMS CAD $38,000
-Call Entry
- Call Control Panel
- Unit Recommendations
- Unit Status and Control Panel
- Call Stacking
- CAD Messaging
- Call Scheduling
- Dispatch Questionnaire
- Geo-File Verification
- Hazard and Location Alerts
- Hydrant Inventory
- Access to Aegis/MSP LE Records
- Access to Aegis/MSP Fire Records
- Note Pads
- Rip-N-Run Remote Printing
- Run Cards
- Tone Alerts
2. Additional Aegis/MSP Software for Computer Aided Dispatch4
- CAD Mapping 6,000
- Service Vehicle Rotation (Wrecker, Ambulance) 6,000
3. Aegis/MSP Third Party CAD Interface Software4
- CAD Pager Interface 6,000
(supports Pagemaster, SNMP-based product, Zetron 2200, Orbacom)
- E-911 Interfaces 6,000
- Fire Records Interface (one-way interface; CAD closed incidents) 15,000
(support Firehouse, Sunpro, Alpine)
Agreement 120607.doc
CONFIDENTIAL
Page 13 of 42
City of Clermont, FL
•
Exhibit A /LICENSED STANDARD SOFTWARE AND FEES
LAW ENFORCEMENT RECORDS
4. Aegis/MSP Single Jurisdiction Base Law Enforcement Records
- Accidents
- Arrest
- Business Registry
- Case Processing
- Computer Aided Investigations
- Federal Reports (UCR/IBR)
- Geo-File Verification
- Impounded Vehicles
- Incident Tracking
- Jacket Processing
- Personnel/Education
- Property
- Traffic Tickets and Citations
- Wants and Warrants
5. Aegis/MSP Federal and State Compliance Reporting for LE Records
- Federal UCR/IBR
• 6. Additional Aegis/MSP Software for Law Enforcement Records
- Activity Reporting and Scheduling
- Alarm Tracking and Billing
- Case Management
- Equipment Tracking
- Field Investigations
- Hazardous Materials
- Narcotics Management
- Property Room Bar Coding
ADDITIONAL PUBLIC SAFETY SOFTWARE
7. Aegis/MSP Public Safety State/NCIC Interface Softwareb
- Aegis/MSP State/NCIC Interface
Includes 12 - I S screens
On-Line Modules -Includes 4 state inquiry screens
- On-Line CAD Interface to State/NCIC
(Users included in LE
Records Base - 20)
24,000
8,000
N/C
4,000
4,000
N/C
4,000
N/C
5,000
4,000
7,000
4,000
CONFIDENTIAL
Agreement 120607.doc Page 14 of 42 City of Clermont, FL
•
Exhibit A /LICENSED STANDARD SOFTWARE AND FEES
g' Aegis/MSP Data Analysis/Crime Mapping/Management Reporting
- Base with Two Applications (CAD, LE Records)
MOBILE SOFTWARE
MOBILE SOFTWARE ON THE RS/6000
9. Base Message Switch to State/NCIC (16-34 users)
-Base Message Switch for MDT/MCT
- State/NCIC Interface
10. Additional AegisOO Software for RS/6000 Message Switch
- New World CAD Interface for Aegis MSP (16-34 users)
- Mobile Upload Software (16-34 users) a
- AVL Interface (16-34 devices)9
• MOBILE SOFTWARE ON THE MSP Server
l 1. Aegis® Mobile Integration Software
- MDT/MCT Base CAD/RMS Interface (16-34 users)
-AVL CAD Interface (16-34 users)9
MOBILE MANAGEMENT SERVER
12. Aegis/MSP Mobile Management Server Software (16-34 users)
-Base CAD/NCIC/Messaging
- Field Reporting
- Field Reporting Data Merge
- Traffic Ticket and Citation Data Merge
CLIENT SOFTWARE
13. Aegis Law Enforcement Mobile Unit Software (24 units)
Mobile Messaging
LE StateMCIC via Switch ~
LE CAD via Switch
In-Car Mapping
New World AVL
Drivers License Mag Strip ReaderBarcode Reader I/F
(29 units)10
$500
$750
$400
$300
$200
ea.
ea.
ea.
ea.
ea.
$12,000
18,000
9,600
7,200
5,800
15,000
33,000
7,000
16,000
7,000
9,000
7,000
N/C
7,000
1,800
1,800
CONFIDENTIAL
Agreement 120607.doc Page 15 of 42 City of Clermont, FL
•
Exhibit A /LICENSED STANDARD SOFTWARE AND FEES
Field-Based Reportinir (24 Unitsl
LE Field Reporting (Federal Standards) $1,000 ea. 24,000
The following 4 New World Reports are included:
- Incident (1 form)
- Case (1 form)
- Arrest (1 form)
- Supplement (1 form)
LE Field Reporting Compliance $200 ea. 4,800
LE Accident Field Reporting $1,000 ea. 24,000
The following New World Report is included:
- Accident (1 form)
LE Accident Field Reporting Compliance $200 ea. 4,800
Mobile Upload of Field Reports $600 ea. 14,400
Traffic Ticket and Citation Writer (2 Forms)(29 units) $500 ea. 14,500
14. Aegis° Fire Mobile Unit Software (5 Units)
Fire CAD via Switch $750 ea. 3,750
Subtotal $6,400 ea. 142,850
Less Laptop Software Volume Discount -73,548
TOTAL LAPTOP SOFTWARE
AEGIS JUSTICE LINK (AJL) OPTIONS ~ ~'~~
15. Aegis Justice Link Interface Server at a New World Site (MSP)
- One AJL Interface Server can support multiple GJXML interfaces, except for
Consolidated Searches.
NEW WORLD STANDARD SOFTWARE LICENSE FEE
LESS DEMONSTRATION SITE DISCOUNT
TOTAL SOFTWARE LICENSE FEE 13'ia
•
69,302
$10,000
324,902
(114,882)
$210.020
Agreement 120607.doc
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Page 16 of 42
City of Clermont, FL
•
Exhibit A /LICENSED STANDARD SOFTWARE AND FEES
ENDNOTES
r Personal Computers must meet the minimum hardware requirements for New World Systems' MSP product.
Microsoft Windows 2000 or XP is the required operating system for all client machines. Windows 2003
Server and SQL Server 2000/2005 are required for the Application and Database Server(s).
z New World Systems MSP product requires Microsoft Windows 2003 Server and SQL Server 2000/2005
including required Client Access Licenses (CALs) for applicable Microsoft products. Servers must meet
minimum hardware requirements provided by New World Systems.
j Suggested minimum: IOOMB Ethernet Network. LOMB CATS Ethernet Network may have less than adequate
response time. Further consultation would be required to assess your network.
a Does not include any required third parry hardware or software unless specified in Appendix 1 of this
Agreement.
s May require a "Serial-to-Ethernet" converter for multiple PSAPs (not included in this proposal).
e Customer is responsible for obtaining the necessary State approval and any non-New World hardware and
software.
Currently supporting Motorola, Data Radio (DMP & IP), CDPD, EDACS, CDMA, CPRS, 802.11 and
Electrocom Mobile Communication solutions only.
8 The Mobile Upload software provides for the automated upload of New World's Law Enforcement Field
Reporting data over Customer's mobile data network. Customer is responsible for obtaining from their
mobile vendor, the written definition and documentation of the optimal (mobile message) record size to
upload laptop data over the mobile network to be used. This definition must be received within thirty (30)
days of this Agreement being executed.
9 Requires 3rd party GPS hardware.
~o Customer must provide magnetic stripe encoding format. Also, pricing does not include required 3rd party
equipment or hardware.
~~ All third parry software or third party databases interfacing with AJL Server (must present data in a GJXML
/GJXDMformat).
~~ Custom interface will be operational with existing third party software. Any subsequent changes to third party
applications may require additional services.
rs Prices assume that all software is licensed.
14 Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed.
:7
CONFIDENTIAL
Agreement 120607.doc Page 17 of 42 City of Clermont, FL
•
Exhibit A /LICENSED STANDARD SOFTWARE AND FEES
2. License Fee Payment Schedule for Licensed Standard Software and Documentation
The payments for Licensed Standard Software are covered under the Cost Summary and Payment Schedule in
Exhibit AA.
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE
•
L
CONFIDENTIAL
agreement lzo6o7.doc Page 18 of 42 City of Clermont, FL
~~
Exhibit A /LICENSED STANDARD SOFTWARE AND FEES
3. Optional Licensed Standard Software Pricing for Police
Customer may license the following software modules at the indicated prices for up to one (1) year from the date of
execution of this Agreement.
OPTIONAL SOFTWARE MODULES -POLICE
1. Aegis/MSP Third Party CAD Interface Software°
-Netclock Serial Interface 6,000
- TDD Interface 6,000
(supports Zetron Mode13030, Positron)
NEW WORLD STANDARD SOFTWARE LICENSE FEE 12,000
LESS DEMONSTRATION SITE DISCOUNT (5,436)
TOTAL SOFTWARE LICENSE FEE 9'10
•
OPTIONAL INSTALLATION SERVICE FEES FOR OPTIONAL SOFTWARE FOR POLICE
1' Interface Installation Service Fees:
In-Field Support (includes set-up and training):
- Netclock Interface 3,000
- TDD Interface 3,000
TOTAL SUPPORT SERVICES COSTS ~ !
Note: Standard Software Maintenance (SSMA) costs for these optional modules are not included.
Agreement 120607.doc
CONFIDENTIAL
Page 19 of 42
City of Clermont, FL
•
r~
Exhibit A /LICENSED STANDARD SOFTWARE AND FEES
4. Optional Licensed Standard Software Pricing for Fire
Customer may license the following software modules at the indicated prices for up to one (1) year from the date of
execution of this Agreement.
NEW WORLD FIRE RECORDS (Users included in Fire
Records Base - 20)
1. Aegis/MSP Fire Records Software Base Package $24,000
- Activity Reporting and Scheduling
- Investigations
- Business Registry
- Hazardous Materials
- Geo-File Verification
- Hydrant Inventory and Inspections
- Incident Tracking
- Inspection Tracking
- Personnel/Education
- Pre-plans
- Station Activity Log
- BLS/ALS
2. Federal and State Compliance Reporting for Fire Records 8,000
- State/NFIRS 5.0 Electronic Reporting
3. Additional Aegis/MSP Software for Fire Records
- Equipment Tracking and Maintenance 5,000
4. Aegis/MSP Third Party CAD Interface Software4
- Encoder Interface 6,000
(supports Zetron Models 25, 26)
CLIENT SOFTWARE
5. Aegis° Fire Mobile Unit Software (5 Units)
Fire Field Reporting (NFIRS Standards) $500 ea. 2,500
Includes NFIRS Incident (1 form)
Subtotal $500 ea. 2,500
Less Laptop Software Volume Discount -875
TOTAL LAPTOP SOFTWARE 1,625
Agreement 120607.doc
CONFIDENTIAL
Page 20 of 42
City of Clermont, FL
• Exhibit A /LICENSED STANDARD SOFTWARE AND FEES
NEW WORLD STANDARD SOFTWARE LICENSE FEE
LESS DEMONSTRATION SITE DISCOUNT
TOTAL SOFTWARE LICENSE FEE 9'10
$44,625
(15,619)
OPTIONAL INSTALLATION SERVICE FEES FOR OPTIONAL SOFTWARE FOR FIRE
1. Project Management Services as Required:
-Project Management
- Overall consultation and communication
- Monthly status reports and project updates throughout the duration of the
project
- Implementation Plan
2. 120 hours of Implementation and Training Services at $120/hour to
• include, as required:
- Software Tailoring and Set Up
-User Education and Training
- Other Technical Support
TOTAL SUPPORT SERVICES COSTS
Note: Standard Software Maintenance (SSMA) costs for these optional modules are not included.
•
$5,000
14,400
CONFIDENTIAL
Agreement 120607.doc Page 21 of 42 City of Clermont, FL
•
EXHIBIT B
PROJECT MANAGEMENT, INSTALLATION AND
TRAINING SUPPORT SERVICES AND FEES
1. Project Manatement Services
New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A
software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan
with Customer's management and the Customer Liaison. Project Management Services include:
a) a summary level Implementation Plan;
b) a detail level Implementation Plan;
c) revised Implementation Plans (if required);
d) monthly project status reports; and
e) project status meetings
• a project review (kickoff) meeting at Customer's location
• progress status meeting(s) will occur during implementation via telephone conference or at
Customer's location; and
• a project close-out meeting at Customer's location to conclude the project.
f) New World consultation with other vendors or third parties.
To implement the Exhibit A applications, the Project Management fee will be $21,000.
2. Implementation and Trainine Suauort Hours Recommended
• It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit
A to insure successful implementation of and training on each application package. Based on the Licensed Standard
Software listed on Exhibit A, 780 hours of New World implementation and training support services have been
allocated. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount
allocated. Customer agrees to reimburse New World for support trips canceled by Customer less than ten (10)
days before the scheduled start date to cover New World's out-of-pocket costs and lost revenues except for such
cancellations that result from police department emergencies or acts of God. The recommended implementation and
training support services include:
a) implementation of each package of Licensed Standard Software;
b) Customer training and/or assistance in testing for each package of Licensed Standard Software;
and
c) tailoring of Licensed Standard Software by New World technical staff and/or consultation with
New World technical staff.
:~
The project management, implementation and training support services are performed at Customer's premises
and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed
in Troy).
3. Interface Installation Service Fees
A flat rate fee is charged for the installation of selected interfaces on Exhibit A. This fee does not include hardware
and/or third party product costs. Whenever possible, this work will be done remotely, resulting in savings in travel
costs. If on-site installation and training is required, Customer will be responsible for the actual travel costs.
Installation includes the following interfaces with these corresponding fees.
CONFIDENTIAL
Agreement 120607.doc Page 22 of 42 City of Clermont, FL
•
Exhibit B /PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND
FEES
a)
Operating System Assurance (High Availability Environment) i
$8,000
b) CAD Pager Interface 4,000
c) 911 Interface 3,500
d) State/NCIC 5,000
e) Fire Records Interface 6,000
f) Geo-File Implementation 6,000
TOTAL INTERFACE INSTALLATION SERVICE FEES ..........................................$3~4.
New World's GIS implementation services are to assist and train Customer in preparing their GIS mapping data for
use with the Licensed Standard Software. Customer must provide an accurate GIS street centerline layer in an
industry standard file format (ESRI Shape Files). Customer is responsible for having clearly defined boundaries for
Police Beats, EMS Districts and Fire Quadrants. New World will assist Customer to create and/or import map
layers representing the Police/EMS/Fire boundaries. New World is not responsible for GIS data corrections,
cleansing or accuracy.
4. Suaport Service Fees Estimate
The 780 hours of installation and training support services cost has been calculated using a rate of $120 per hour.
Additional services are also available at the rate of $120 per hour. This rate is protected for one year from the date
New World executes this Agreement. After one year, Customer shall pay the then-current hourly rate for all
Exhibit B support services rendered.
Based on the services suggested above, the Project Management, Installation and Training Support Services and
Interface Installation Services costs will be a total of $147,100. (Plus all actual and reasonable travel expenses
incurred by New World divided proportionately between all New World customers visited on a single trip and
actual employee travel time for Installation and Training up to but not exceeding four (4) hours per Customer visit.)
5. Additional Services Available
Other New World services may be required or requested for the following:
a) additional software training;
b) tailoring of Licensed Standard Software by New World technical staff and/or consultation with
New World technical staff;
c) New World consultation with other vendors or third parties;
d) modifying the Licensed Standard Software;
e) designing and programming Licensed Custom Software; and
f) maintaining modified Licensed Standard Software and/or custom software.
•
Customer may request these additional services in writing using New World's Request For Service (RFS)
procedure (or other appropriate procedures mutually agreed upon by Customer and New World).
ti Z~,
}"v
New World agrees that any software customization requested by Customer and incorporated into our Standard
Software for the benefit of other customers; shall be performed at a rate of 60% of the then current hourly rate in use
at that time.
CONFIDENTIAL
Agreement 120607.doc Page 23 of 42 City of Clermont, FL
• Exhibit B /PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND
FEES
6. Pavments for Project Management Services
The payments for Project Management Services are covered under the Cost Summary and Payment Schedule in
Exhibit AA.
7. Pavments for Interface Installation Services
The payments for Interface Installation Services are covered under the Cost Summary and Payment Schedule in
Exhibit AA.
8. Pavments for Installation and Training Sunaort Services and Travel Costs
All hours for installation and training support services and all travel costs will be billed weekly for services provided
in the previous calendar week.
Note: Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer
agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be
submitted to New World.
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE.
CONFIDENTIAL
Agreement 120607.doc Page 24 of 42 City of Clermont, FL
•
EXHIBIT C
STANDARD SOFTWARE MAINTENANCE AGREEMENT
This Standard Software Maintenance Agreement (SSMA) between New World Systems Corporation (New
World) and City of Clermont, Florida (Customer) sets forth the standard software maintenance support services
provided by New World.
1. Warranty Period and Service Period
The warranty period shall begin on the delivery date of the Licensed Standard Software and end on 3/31/09.
This SSMA shall remain in effect for a period of five (5) years (the SSMA term) beginning on the first day after the
end of the warranty period (the start date) and ending on the same calendar date at the conclusion of the SSMA term.
Services Included
The following services or features are available under this SSMA:
a) upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed
Standard Software application packages are supported no longer than nine (9) months after a new
release is announced by New World);
b) temporary fixes to Licensed Standard Software (see paragraph 6 below);
c) revisions to Licensed Documentation;
• d) reasonable telephone support for Licensed Standard Software on Monday through Friday from
8:00 a.m. to 8:00 p.m. (Eastern Time Zone); and
e) invitation to and participation in user group meetings. New World charges an event fee for the
Annual National User Conference that covers costs of hotel accommodations and meals. No fee is
charged to attend sessions only.
f) Emergency 24-hour per day telephone support, seven (7) days per week for Licensed Standard
Software. Normal service is available from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone). After
8:00 p.m., the Aegis phone support will be provided via beeper and a New World support
representative will respond to service calls within 30 minutes of call initiation.
g) Includes integration of the ESRI software that is a component of the Exhibit A Licensed Standard
Software.
Items a, b, and c above will be distributed to Customer on appropriate media or other means.
Additional support services are available as requested by Customer using the then-current hourly rates or applicable
fees. Exhibit B has a description of support services available.
3. Maintenance for Modified Licensed Standard Software and Custom Software
Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software,
these changes or modifications (no matter who makes them) make the modified Licensed Standard Software
more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or
Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then
the additional New World maintenance or support services provided shall be billed at the then-current Exhibit B
hourly fees plus reasonable expenses.
•
CONFIDENTIAL
Agreement 120607.doc Page 25 of 42 City of Clermont, FL
5~
Exhibit C /STANDARD SOFTWARE MAINTENANCE AGREEMENT
4. Billing
Maintenance costs will be billed annually, beginning on the start date and on the same day each year thereafter for
the term of the SSMA. (Any Exhibit B support or service hours and travel costs incurred are billed weekly for the
previous calendar week.)
5. Additions of Software to Maintenance Agreement
Additional Licensed Standard Software licensed from New World will be added to the SSMA ninety (90) days after
delivery. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the
remainder of the maintenance year and on a full year basis thereafter.
6. Requests for Software Correction on Licensed Standard Software
At any time during the warranty period or during the SSMA period, if Customer believes that the Licensed
Standard Software does not conform to the current specifications set forth in the user manuals, Customer must
notify New World in writing that there is a claimed defect and specify which feature and/or report it believes to be
defective. Before any notice is sent to New World, it must be reviewed and approved by the Customer Liaison.
Documented examples of the claimed defect must accompany each notice. New World will review the documented
notice and when a feature or report does not conform to the published specifications, New World will provide
software correction service at no charge. (See paragraph 4.0 of the General Terms and Conditions of this
• Agreement for the New World warranties provided). Anon-warranty request is handled as a billable Request For
Service (RFS) (see Exhibit B).
The no-charge software correction service does not apply to any of the following:
a) situations where the Licensed Standard Software has been changed by anyone other than New
World personnel;
b) situations where Customer's use or operations error causes incorrect information or reports to be
generated; and
c) requests that go beyond the scope of the specifications set forth in the current User Manuals.
7. Maintenance Costs for Licensed Standard Software Packa:les Covered for MSP Servers
New World agrees to provide software maintenance at the costs listed below for the following New World
Licensed Standard Software packages installed at Customer's location:
Application PackaEes Number of Modules
1) Aegis/MSP Combined Multi-Jurisdiction LE/Fire/EMS CAD 17
2) Additional Aegis/MSP Software for Computer Aided Dispatch 2
3) Aegis/MSP Third Party CAD Interface Software 3
4) Aegis/MSP Single Jurisdiction Base Law Enforcement Records 14
5) Aegis/MSP Federal and State Compliance for LE Records 1
6) Additional Aegis/MSP Software for Law Enforcement Records 8
7) Aegis/MSP Public Safety State/NCIC Interface Software 2
8) Aegis/MSP Data Analysis/Crime Mapping/Management Reporting 1
9) Base Message Switch to State/NCIC 2
10) Additional Aegis Software for RS/6000 Message Switch 3
•
CONFIDENTIAL
agreement tz06o7.doc Page 26 of 42 City of Clermont, FL
•
Exhibit C /STANDARD SOFTWARE MAINTENANCE AGREEMENT
11) Aegis Mobile Integration Software 2
12) Aegis/MSP Mobile Management Server Software 4
13) Aegis Law Enforcement Mobile Unit Software 12
14) Aegis Fire Mobile Unit Software 1
15) Aegis Justice Link 1
NEW WORLD LICENSED STANDARD SOFTWARE LIST COST $317,902
Software Maintenance services will be provided for any software features added to the above modules where
no additional software license fees apply.
Annual Maintenance Cost (5-Year Plan, Billed Annuall
Warranty Period through 3/31109
Year 1 $58,650
Year 2 58,650
Year 3 58,650
Year 4 58,650
Year 5 58,650
8. Non-Funding Provision
Assuming all Exhibit A and B products and services have been paid for, and after year one of the SSMA has been
• paid for and completed, in the event Customer does not appropriate funds to complete payments due under this
SSMA, the amount due for the fiscal year not appropriated shall be terminated; provided, however, the Customer
shall have given New World ninety (90) days written notice prior to the anniversary date that they are exercising the
non-funding provision, and further provided that any other payments due to New World are fully paid, and further
provided that New World's obligations and services under this SSMA shall also be terminated. Without
Customer's fulfillment of the above provisions, Customer's obligation to pay New World the annual SSMA
payments remains in effect through the expiration date of this SSMA Agreement.
If Customer does execute the Non-Funding Provision of this Agreement for a period of time, and at a later date
appropriates the funding in subsequent year(s) for the Standard Software Maintenance Agreement with New World,
the Customer will be required to pay all previously unpaid maintenance costs accrued up to that date as well as
paying for the current annual maintenance cost.
9. Supplied 3rd Party Software and Interfaces
New World is procuring aid party software products on behalf of Customer as described in Exhibit 1 of Appendix 2
(ESRI GIS, CAD Paging and Diagramming Software). New World agrees to support the use of these 3`d party
products via interfaces, during the warranty and 5-year SSMA, unless otherwise agreed to in writing by both parties.
This includes sofrivare maintenance for ESRI software acquired under this Agreement.
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE.
•
CONFIDENTIAL
Agreement 720607.doc Page 27 of 42 City of Clermont, FL
•
EXHIBIT D
NEW WORLD SYSTEMS CORPORATION
NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
This Agreement, when accepted and executed by New World, grants the undersigned the permission to use and/or have limited
access to certain New World Systems Corporation (New World) proprietary and/or confidential information.
Installed At: City of Clermont
Customer Name
Authorized Signature of Customer:
Name (Please Print or Type)
Located At: 865 W. Montrose Street
Clermont, FL 34711
Title Signature
In exchange for the permission to use or have access to New World proprietary and/or confidential information, including
without limitation, New World software and/or documentation, the organization and individual whose names appear below,
agree to the following:
No copies in any form will be made of New World proprietary or confidential information without the expressed written
consent of New World's President, including without limitation, the following:
•
a) Program Libraries, whether source code or object code;
b) Operating Control Language;
c) Test or Sample Files;
d) Program Listings;
e) Record Layouts;
f) All written confidential or proprietary information originating from New World including without
limitation, documentation, such as user manuals and/or system manuals; and/or
g) All New World Product Bulletins and/or other New World Product related materials.
2. New World software, New World documentation, or other proprietary or confidential information shall not be used for
any purpose other than processing the records of the Customer identified above as permitted in the Customer's Standard
Software License and Services Agreement with New World.
3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate
remedies available to New World. If it is determined that the money damages caused by the undersigned's failure to
comply with the foregoing terms are difficult to ascertain, they are hereby estimated at liquidated damages of no less than
three times the then-current License Fees for the License Software provided to Customer under the Standard Software
License and Service Agreement between Customer and New World.
Agreed and Accepted by Third Party (Organization)
Organization:
By:
Title:
Date:
Agreed and Accepted by Third Party (Individual)
By:
Title:
Date:
Accepted and Approved by New World Systems Corp.
By:
Title:
Date:
•
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City of Clermont, FL
•
EXHIBIT E
DEMONSTRATION SITE DISCOUNT
New World has provided Customer a significant discount in exchange for the privilege of using Customer's site
for demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer
agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a
reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a
demonstration site, Customer is not necessarily endorsing the New World software and Customer will not actively
participate in any type of marketing and advertising campaign for or on behalf of New World.
Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the
interruption to Customer's operations. New World will provide Customer reasonable notice for preparation.
r1
LJ
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Agreement 120607.doc Page 29 of 42 City of Clermont, FL
• EXHIBIT F -OPTIONAL
DATA FILE CONVERSION ASSISTANCE
Upon written approval by Customer Liaison, New World will provide conversion assistance to Customer to help
convert the existing data files specified below. If additional files are identified after contract execution, estimates
will be provided to Customer prior to New World beginning work on those newly identified files.
General
1. This conversion effort includes data coming from one unique database or source, not multiple sources.
2. No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort.
Any data cleansing, removal of duplicate records, or editing must take place by Customer prior to
providing the data to New World.
New World Responsibilities
1. New World will provide the data conversion programs to convert Customers data from a single data
source to the New World Licensed Standard Software for the specified files that contain 500 or more
records.
2. New World will provide Customer up to 2 test sets of the converted data. Additional test sets requested
may/will require additional conversion costs.
3. As provided in the approved project plan for conversions, New World will schedule a conversion
• analysis trip and a separate data conversion testing trip to Customer's location. The conversion testing
trip will be part of delivering the conversion programs to Customer.
4. New World will create and provide Customer with a conversion design document for signoff prior to
beginning development work on the data conversion. No conversion programming by New World will
commence until Customer approves this document.
Customer Responsibilities
1. Up to 8 discrete data files from Customer's current database are included in this conversion. Customer
will provide a list of discrete data files with descriptions of fields or data elements in each file.
2. Data will be submitted to New World in EBCDIC or ASCII format with a fixed field, fixed record length
and fixed block format, with coma delimiters on the following media types: DVD, CD, 3 '/z inch disk, or
8 mm tape.
3. Data files submitted must include an accurate count of records contained in the file. Customer
understands that files or tables containing less than 500 records or table entries will not be converted.
4. A data dictionary (data descriptors) containing all data elements must be provided to New World for
each file submitted with the media.
5. As provided in the project plan for conversions, Customer will provide a dedicated resource in each
application area to focus on conversion mapping and testing. This includes dedicating a support
person(s) whenever New World staff is on site regarding conversions. Roughly a one to one ratio exists
for Customer commitment and the New World commitment. Customer understands that thorough and
timely testing of the converted data by Customer personnel is a key part of a successful data conversion.
• 6. Customer agrees to promptly review and signoff on both the conversion design document, and on the
final conversions after appropriate review.
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agreement tzo6o7.doc Page 30 of 42 City of Clermont, FL
•
Exhibit F /DATA FILE CONVERSION ASSISTANCE
Files to be converted:
Master Files (From a single source) Estimated Record Count
• Master Name (Jackets)
• Master Property
• Master Gun
• Master Vehicle
CAD (From a single source) Estimated Record Count
• CAD Incident /Call for Service
• Cases
• Arrests
• Narrative
•
Customer Investment
The cost for the Data Conversion Analysis and Assessment fee will be $2,000. The cost for the Data File Conversion
services is $28,000.
These Data File Conversion Services are optional. Customer must provide written authorization to New World
prior to any work being performed. The prices quoted will be honored by New World through 12/31/08.
Note: Where applicable, travel costs for New World employees to complete the tasks for Exhibit F services are
billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and
New World.
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•
EXHIBIT G -OPTIONAL
CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /MODIFICATIONS AND / OR
CUSTOM SOFTWARE
1. Definition of Project
Upon written approval by Customer Liaison, New World will provide the Customer requested Standard Software
Enhancements and/or Custom Software as discussed below to address the Customer's requirements. Customer
agrees to cooperate in not making modifications and enhancements too extensive as defined in the 2(b)(1) procedure
below.
Capabilities included in Fixed Cost under 3(a) and 3(b) below:
a) Enhancements /Modifications to Exhibit A Software
(1) CAD -Section 4.13.4 ($3,120)
When any user cancels an event the application shall require the user to explain the reason
for the cancellation in the comment field.
(2) CAD -Section 4.17.2b ($1,040):
When a closed event is reopened the application will record the following: Workstation
number
(3) CAD -Section 4.23.22 ($5,200):
The proposed application shall provide the ability to manually initiate user-defined timers
for an event (e.g., hostage events, event mayday declarations, etc.), or a unit status.
(4) CAD -Section 4.23.23 ($1,040):
Timers should be displayed separately from the "standard" timers.
(5) CAD -Section 4.23.24 ($0):
Included with 4.23.22 -Timers should be marked in the event and/or unit record when
activated and when they expire.
(6) CAD -Section 4.25.64 ($5,200):
When a traffic or foot pursuit, or priority alarm is initiated the CAD system will
automatically send an urgent message to System Administrator-defined workstations or
MDCs indicating the event number, unit number, location and type of emergency (foot,
vehicle or priority alarm).
(7) CAD -Section 4.24.7.d ($3,120):
At a minimum, the proposed application shall have the ability to create classifications for
the following types of locations: An Intersection
(8) CAD -Section 3.06.4 ($10,400):
In the event that the application is unavailable the dispatcher workstation will store all
details about the waiting, pending, handled and dispatched events assigned to that
workstation and will print them on operator command.
(9) CAD -Section 3.06.5 ($10,400):
In the event that the application is unavailable the dispatcher workstation will store all
information about the present status, location and configuration of units controlled by that
workstation and will print them on operator command.
•
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Agreement 120607.doc Page 32 of 42 City of Clermont, FL
•
Exhibit G /CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /
MODIFICATIONS AND / OR CUSTOM SOFTWARE
(10) FIRE -Section 5.22.2: ($10,400):
Medical conditions as well as hazardous exposures of personnel during incidents must be
tracked.
(I1) CAD /RMS Support for Microsoft Active Directory Services ($0):
To be provided as part of Aegis/MSP Version 8.1 General Release; anticipated for delivery
to customers in May, 2008, but no later than July, 2008.
(12) Fire Programs RMS Interface (One-way) ($15,600):
2. Methodoloey to Provide Enhancements and/or Custom Software
a) Definition of New World's Responsibility
This project includes the following activities to be performed by New World.
(1) Review of required features with Customer. Only items identified in Paragraph 1 above will be
provided in this implementation plan.
•
(2) Preparation of Software Specifications Design Document (SSDD) to include:
• menu samples
• screen samples
• report samples
(3) Programming and programming test.
(4) On-site training, testing and/or other support services using Exhibit B rates and fees.
For modification requiring over fifty (50) hours of work, New World utilizes a design document
procedure [see 2(b)(1) below]. For smaller modifications, New World uses a Request For Service
(RFS) procedure. Both procedures are reviewed with Customer at apre-installation planning meeting.
The RFS procedure utilizes a form with a narrative description and supporting documentation if
applicable to define the work to be done.
b) Implementation Schedule
Activity
(1) Complete Design Review or RFS Procedure with Customer To be determined
Staff. Customer agrees to be reasonable and flexible in not
attempting to design the modifications to be more extensive than
called for in the scope (cost and schedule) of this project.
:7
(2) New World submits first draft of SSDD or RFS.
Tareeted Time Period
To be determined
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•
Exhibit G /CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /
MODIFICATIONS AND / OR CUSTOM SOFTWARE
(3) SSDD or RFS acceptance and sign-off by Customer (no To be determined
programming will be done by New World until the formal sign-
off and Customer's authorization to proceed in writing).
(4) New World completes programming from SSDD or RFS and To be determined
provides modified software to Customer.
(5) Software Modification Acceptance Test To be determined
c) Customer's Responsibility
Customer's responsibilities are additionally defined in Section II, Paragraph 6.0 of the General Terms
and Conditions of this Agreement. All Customer requested changes after design sign-off must be
documented by Customer and authorized in writing including potential costs, if any. Additional
changes will most likely delay the schedule and may increase the cost.
Exhibit G /CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /
MODIFICATIONS AND / OR CUSTOM SOFTWARE
3. Cost and Payment for Modifications
The cost for the enhancements and/or custom software is $65,520.
These Custom Modification Services are optional. Customer must provide written authorization to New World
prior to any work being performed. The prices quoted will be honored by New World through 12/31/08.
Note: Where applicable, travel costs for New World employees to complete the tasks for Exhibit G services are
billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and
New World.
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•
EXHIBIT H
ESCROW OF SOFTWARE SOURCE CODE
New World stipulates that the source code for the Licensed Standard Software, together with the related
Documentation as it is or becomes available, will be deposited in an escrow account maintained at a suitable Agent
pursuant to an agreement between the Agent and New World (the "Escrow Agreement"). The one-time set-up fee
and annual administrative fees are included under the Standard Software Maintenance fees.
New World will within 6 months of a major Software Release for general availability, deposit into the escrow
account copies of source code for Releases and Versions of the Licensed Standard Software and related
Documentation.
New World or New World's trustee in bankruptcy shall authorize the Agent to make and release a copy of the
applicable deposited materials to Customer upon the occurrence of any of the following events: (i) The existence
of any one or more of the following circumstances uncorrected for more than thirty (30) days: entry of an order for
relief under Title l 1 of the United States Code; the making by New World of a general assignment for the benefit of
creditors; or action by New World under any state insolvency or similar law for the purpose of its bankruptcy,
reorganization, or liquidation; unless within the specified thirty (30) day period, New World provides to Customer
adequate assurances, reasonably acceptable to Customer of its continuing ability and willingness to fulfill its
maintenance obligations under this Agreement, (ii) New World or its successor or assigns has ceased its on-going
business operations or that portion of its business operations relating to the sale, licensing and maintenance of the
Software.
In the event of release under this Agreement, Customer agrees that it will treat and preserve the deposited materials
as a trade secret of New World in accordance with generally accepted standards utilized to safeguard trade secrets
• against unauthorized use and disclosure. This means their use is for internal processing needs only and no additional
copies will be provided to any third parties.
CONFIDENTIAL
Agreement 120607.doc Page 35 of 42 City of Clermont, FL
•
EXHIBIT I
INCORPORATION BY REFERENCE OF NEW WORLD'S RESPONSE TO CUSTOMER'S RFP
SOFTWARE SPECIFICATIONS
For the applications licensed on Exhibit A, the New World Detail Response to the software specifications of
Customer's RFP is incorporated in this Agreement by reference.
All items coded "Yes" (as qualified) in the New World Detail Response to Customer's RFP Questionnaire will be
provided to Customer through currently existing Exhibit A software capabilities, Customer's use of 3`d Party
software, custom programming provided by New World and/or future enhancements to Exhibit A software provided
under Exhibit C. Items that are qualified, or coded as requiring modification, may be provided using Exhibit B
support services hours at the then current hourly rates.
If the terms and conditions of the New World Detail Response to the specifications of the RFP and this Agreement
are in conflict, the governing terms and conditions shall be this Agreement.
If Customer has not licensed the software on Exhibit A to meet a software specification, then that specification shall
not apply in any acceptance test and/or to fulfill the above criteria.
•
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Agreement 120607.doc Page 36 of 42 City of Clermont, FL
•
EXHIBIT J
ACCEPTANCE TESTING
Each application of Licensed Software shall be deemed to have been accepted upon the successful completion of
either Criteria 1 or Criteria 2 (listed below) whichever occurs first. Acceptance Testing is successful under either
Criteria 1 or Criteria 2 unless the Licensed Software application contains a warranty defect which substantially
impairs the value and Customer's use of the Licensed Software. Any claimed defects must be documented in
writing as set forth in Exhibit C.
Criteria 1: Criteria 1 will be utilized if Customer is responsible for a substantial delay in project implementation.
Using Exhibit B support service hours, New World shall assist Customer in conducting the following software
Acceptance Test.
Following published specifications using established procedures and controls, the test criteria includes:
1. the successful entering and editing of a representative sample of transactions;
2. the successful processing of a representative sample of file maintenance transactions for the
master file transactions; and
3. the successful generation of standard output reports.
Testing under Criteria 1 may be completed before Customer has gone "live" on the application. If Criteria 1 is
used, Customer agrees to provide the requisite resources to timely complete the Acceptance Test procedure. If
Customer unreasonably delays the start of the Criteria 1 test procedure for more than fourteen (14) calendar days
• beyond the designated test date, then successful software acceptance shall be deemed to have occurred for that
application of Licensed Software on the fifteenth (15`x) day after the designated test date.
Criteria 2:
Successful acceptance of each application of Licensed Software delivered shall be deemed to have occurred at the
time Customer begins using the application of Licensed Software to produce data or output which is distributed for
actual use and/or otherwise used as "live data".
•
CONFIDENTIAL
Agreement 120607.doc Page 37 of 42 City of Clermont, FL
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APPENDIX 1 -OPTIONAL
AGREEMENT AND AUTHORIZATION FOR PROCUREMENT
OF THIRD PARTY COMPUTER HARDWARE, PROPRIETARY SOFTWARE AND SERVICES
This agreement (Agreement) between City of Clermont, Florida (Customer) and New World Systems®
Corporation, (New World) is to cover the procurement of Third Party Computer Hardware, Proprietary Software
products and services by New World for Customer.
The attached configuration (Exhibit 1) describes the Third Party products and services that New World will obtain
for Customer. By their written approval below, Customer authorizes New World to order the Exhibit 1 products
for delivery to:
Clermont Police Department
865 W. Montrose Street
Clermont, Fl 34711
Upon execution of this Agreement, a down payment of 50% of the Exhibit 1 cost is due. The balance is due upon
delivery of the Third Party products. Customer agrees that failure to pay the amount billed within thirty (30) days
will result in a daily finance charge equal to .1 % (.001) of the Exhibit 1 cost. If applicable, the finance charge will
be computed and invoiced separately based on the receipt of Customer's payment to New World for Exhibit 1
amounts due. Customer agrees to pay all applicable finance charges (if any) promptly.
Customer is responsible for the site preparation and related costs to install the Exhibit 1 Third Party products.
Customer is responsible for any returned product charges, including re-stocking and shipping fees, for all Third
Party products ordered by New World on the Customer's behalf. Actual and reasonable travel expenses incurred
by New World and actual employee travel time up to but not to exceed four (4) hours per Customer visit, are in
addition to the Exhibit 1 cost and will be billed weekly as incurred.
Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer
agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be
submitted to New World.
After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of
both parties. If a change order in the configuration requires additional costs, New World shall notify Customer of
the additional costs and with Customer's approval these costs shall be borne by Customer. Without such approval,
the change order will not be processed.
Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm
the ordering of any Exhibit 1 products without Customer's authorized signature on the Agreements. Customer
shall receive the benefit of all warranties, services, etc. provided for in the Agreements.
Appendix 1 is optional unless signing below by Customer.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS' CORPORATION CITY OF CLERMONT, FLORIDA
(New ) w (Customer)
By: (,/l// ~ ~ 1
La D. Leinweber, President zed Signature Title
By:
Authorized Signature Title
Date• ,~~,~ V ~ Date:~t? YY~,bP~ ~ ~ ~ ~~
•
CONFIDENTIAL
Agreement 120607.doc Page 38 of 42 City of Clermont, FL
•
AGREEMENT AND AUTHORIZATION FOR PROCUREMENT
OF THIRD PARTY COMPUTER HARDWARE, PROPRIETARY SOFTWARE AND SERVICES
EXHIBIT 1
CONFIGURATION
ITEM DESCRIPTION INVESTMENT
1 Message Switch- IBM System p5 9131-52A Deskside/4U Rack Server $8,550
- Power GXT135p Graphics Accelerator w/Digital Support
- (2) 73GB 10,000 RPM Ultra320 SCSI Disk Drive (RAID 1)
- 15" TFT Flat Panel Color Monitor
- 1024MB (2X512MB) DIMMs, 533MHz DDR SDRAM
- Software Preinstall
- (2) AC Power Supply, 850W
- 1-Core 2.1GHz POWERS+ Processor Card
- IDE Slimline DVD-ROM Drive
- (3) Power Cord (6-Foot), 125V/15A
- U1tra320 SCSI 4-Pack
- Media Backplane Card
- IBM Deskside Cover/Rack Rail Kit (Select One)
- Zero-priced Value Pak Processor Entitlement
- Quiet Touch Keyboard - USB, Black
- Mouse -Business Black with Keyboard Attachment Cable
- Language Group: US English
- 2-Port Asynchronous IEA-232 PCI Adapter
- 36/72GB 4mm Internal Tape Drive w/5 Pack Media
2 US Robotics V.90 External Data/Fax Modem (ECS) 100
Total System Hardware $8,650
ITEM DESCRIPTION INVESTMENT
1 Message Switch System Software
-AIX V5.3 N/C
- System Program Order (CD Media) 50
-AIX V5.3 Value Pak 150
Total System Software $200
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City of Clermont, FL
ITEM DESCRIPTION
1 Three Year iBM Service Suite
-Includes 3 Year HW/SW Maintenance
- Additional 2 Year Maintenance Services Available at Extra Costs
Total IBM Services
ITEM DESCRIPTION
1 RS/6000 Installation Support
Total New World Services
TOTAL SYSTEM PRICE
I RS/60001nstallation and Support includes: Standard system procedure; RS/6000 to MDT/MCT (data
management; Workflow/process of implementing mobile communications; External consideration; and
Ongoing systems administration including updates, backups database verification, forms creation, etc.)
INVESTMENT
$1,100
TBD
$1,100
INVESTMENT
$2,500
2,500
~G
~~Z
•
Agreement 120607.doc
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City of Clermont, FL
NewLYlorld 5~~:~te~rtl~
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APPENDIX 2
AGREEMENT AND AUTHORIZATION FOR PROCUREMENT
OF THIRD PARTY PRODUCTS AND SERVICES
This agreement (Agreement) between City of Clermont, Florida (Customer) and New World Systems® Corporation, (New
World) is to cover the procurement of Third Party products and services by New World for Customer.
The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be obtaining through
New World. By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to:
Clermont Police Department
865 W. Montrose Street
Clermont, FL 34711
The payments for Appendix 2 Services are covered under the Cost Summary and Payment Schedule in Exhibit AA.
Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. Customer is responsible for
any returned product charges, including re-stocking and shipping fees, for all Third Party products ordered by New World on the
Customer's behalf. Actual and reasonable travel expenses incurred by New World and actual employee travel time up to but
not to exceed four (4) hours per Customer visit, are in addition to the Exhibit l cost and will be billed weekly as incurred.
Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to
remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World.
After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of both parties. If a
change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and with
• Customer's approval these costs shall be borne by Customer. Without such approval, the change order will not be processed.
Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm the ordering
of any Exhibit I products without Customer's authorized signature on the Agreements. Customer shall receive the benefit of all
warranties, services, etc. provided for in the Agreements.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS® CORPO TION CITY OF CLERMONT, FLORIDA
(New I) (Customer)
By. y.
La D. Leinweber, President Signature Title
sy:
Authorized Signature Title
Date: ~ ~ ~~-I ~ ~ Date: ~P~~be.r (,_.S. , ~~'7
•
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Agreement t2o6o7.doc Page 41 of 42 City of Clermont, FL
•
AGREEMENT AND AUTHORIZATION FOR PROCUREMENT
OF THIRD PARTY PRODUCTS AND SERVICES
EXHIBIT 1
CONFIGURATION
•
C
I. GIS Software
ESRI
Mobile
- Mobile In-Car Mapping (24 units)
Geo-File Maintenance Software (ESRI)
2• Diagramming Software (Scene PD)
24 users @ $159 each
3' CAD Paging Software
- OmniTrend PageMaster 3.0 (6-101icenses)
Price includes 30 days of unlimited technical support; 1-year support can
be provided at an additional cost.
ESRI Notes
1) All Aegis/MSP Customers are required to use ESRI's ArcGIS suite of products to maintain GIS data. All maintenance,
training and on-going support of this product will be contracted with and conducted by ESRI. Maintenance for ESRI's
ArcGIS suite of products that are used for maintaining Customer's GIS data will be contracted by Customer
separately with ESRI.
2) The on-going New World SSMA cost is required for any Aegis software changes related to integration with ESRI
software.
3) If a new release of ArcGIS is incorporated into the Aegis software, an associated upgrade fee may be required for the
new ESRI software, depending on the potential cost from ESRI; and/or on the scope of effort required to integrate the
new ESRI release with Aegis software.
4) Customer will restrict use of the ESRI Software to executable code (used with the Aegis Licensed Standard Software).
5) Customer will prohibit (a) transfer of the ESRI Software except for temporary transfer in the event of computer
malfunction; (b) assignment, time-sharing, lend or lease, or rental of the ESRI Software or use for commercial network
services or interactive cable or remote processing services; and (c) title to the ESRI Software from passing to any other
party.
6) Customer will prohibit the reverse engineering, disassembly, or decompilation of the ESRI Software and prohibit
duplication of the ESRI Software except for a single archival copy; reasonable Sublicensee backup copies are
permitted.
7) Customer will disclaim, to the extent permitted by applicable law, ESRI's liability for any damages, or loss of any
kind, whether special, direct, indirect, incidental, or consequential, arising from the use of the ESRI Software.
8) At the termination of their Agreement (Sublicense) with New World, Customer will certify in writing to New World
that it has discontinued use and has destroyed or will return to New World all copies of the ESRI Software and
documentation.
9) Customer will comply fully with all relevant export laws and regulations of the United States to assure that the ESR[
Software, or any direct product thereof, is not exported, directly or indirectly, in violation of United States law.
10) Customer will prohibit the removal or obscuring of any copyright, trademark notice, or restrictive legend.
11) if New World grants a Sublicense to the United States Government, the ESRI Software shall be provided with
"Restricted Rights".
$10,000
$13,600
100 ea. 2,400
1,200 ~
~. •~'
Z~
3,816
699
CONFIDENTIAL
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