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JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO:
Board of Commissioners
Philip Morley, County Administrator
FROM:
Janet Silvus, JeffCom 911 Director
DATE:
March 3, 2011
RE:
NorCom-JeffCom Inter-local Cooperative Purchase Agreement
and New World Systems CAD Pnrchase: $443,556 plus tax
STATEMENT OF ISSUE:
JeOCom needs a new Cad system as its current system is faulty and no longer supported by the
vendor.
ANALYSIS:
Performed research and found NorCom had executed a purchase agreement with New World Cad
Sytems and pursuant to RCW 39.34.030 included Section 2.21 of the Request for Proposals
which authorizes other public agencies that enter into an interloca1 agreement with NorCom to
purchase those technologies from New World Systems.
Negotiated a contract with New World Systems, and the JeOCom Administrative Board
approved the contract.
FISCAL IMPACT:
The fiscal impact to JeOCom will be minimal as we have applied for and been approved to
receive state funding that will cover all but $54,000 of the cost. JeOCom is working with
Clallam County on additional funding for interoperability that would help cover the remaining
$54,000. Annual Maintenance Agreement and Software Escrow are above this, and will be a
JeOCom operating cost. Taxes, if not included, will be an additional capital obligation.
RECOMMENDATION:
Approval ofrequests - NorCom-JeOCom Interlocal Cooperative Purchase Agreement;
-New World System CAD Purchase & Software Maintenance Agreement
DEPARTMENT CONTACT:
Janet Silvus, Director
JeOCom 911
344-9788
REVIEWED BY:
;,.~~
3/3~
Date
JEFFCOM-NORCOM INTERLOCAL AGREEMENT
ACQUISITION OF CAD TECHNOLOGY
RECITALS
WHEREAS, the Boards of JEFFCOM and NORCOM desire to provide the most efficient
and effective technologies for the provision of services to citizens, communications
operators, and public safety user agencies in their jurisdictions; and
WHEREAS, the Boards of JEFFCOM and NORCOM desire to provide the most
interoperable interface systems with other local, regional, state, tribal and federal
entities; and
WHEREAS, NORCOM and New World Systems Corporation ("NWS") executed a
purchase agreement on December 12, 2008 for NORCOM's acquisition of CAD, RMS,
AFR and JMS technologies; and
WHEREAS, pursuant to RCW 39.34.030, the NORCOM-NWS purchase agreement
(which includes Section 2.21 of the Request for Proposals) ("purchase agreement")
authorized other public agencies that enter into an interlocal agreement with NORCOM
to purchase those technologies from NWS on the same terms and conditions as the
purchase agreement; and
WHEREAS, JEFFCOM desires to enter into an interlocal agreement with NORCOM in
order to purchase from NWS a CAD system based on the NORCOM-NWS purchase
agreement.
DEFINITIONS
AFR
CAD
JEFFCOM
JMS
NORCOM
NWS
RMS
Automated Field Reporting System
Computer Aided Dispatch System
Jefferson County 911 Communications Center
Jail Management System
North East King County Regional Public Safety Communications Agency
New World Systems
Records Management System .
NOW, THEREFORE, IT IS AGREED BY THE JEFFCOM and NORCOM BOARDS OF
DIRECTORS:
1. The purpose of this JEFFCOM-NORCOM Interlocal Agreement ("Agreement")
is to establish a mechanism through which JEFFCOM can procure a NWS CAD system
pursuant to the purchase agreement.
10f2
2. Pursuant to applicable purchasing and bidding statutes, JEFFCOM is
authorized to enter into an agreement with NWS for acquisition, operation, and
. maintenance of CAD and appropriate interface products consistent with the terms and
conditions of the purchase agreement.
3. This Agreement shall be effective upon execution and shall continue in effect
until terminated by either of the parties. A party may terminate this Agreement by
providing written notice of no less than one hundred and eighty (180) days. The written
notice must contain evidence of approval of the withdrawal by the party's Goveming
Board.
4. All CAD assets procured from NWS by JEFFCOM shall be the property of
JEFFCOM pursuant to its agreement with NWS. NORCOM shall not be liable or
responsible for purchases or acquisitions by JEFFCOM pursuant to its agreement with
NWS.
By their signatures below the Boards approve and adopt this Inte
the. Jl day of If7tVLf'.A ~ ,2011:
Agreement on
~-
John stin, Chair
JEFF OM Administrative Board
VOF C~L-
~ chard Coma ,Chair
NORCOM Governing Board
J et Silvus, Director
FFCOM
~EST:
I ' ~
~L4 tuf~
.s Fischer, Executive Director
NORCOM
JEFFCOM Attomey
AS TO FORM:
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STANDARD SOFfWARE LICENSE AND SERVICES AGREEMENT
February 11, 2011
This Sla11dard Sqftware License and Services Agreement which includes the attached Exhibits ("this Agreemenf') is
between New World SystemsllO Corporation ("New World"), a Michigan Corporation and Jefferson County 911,
Washington ("Customer"). This Agreement sets furth the tenns 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_...._......._.. TOTAL COST SUMMARY AND PAYMENT SCHEDULE
Exhibit A_................_.. LICENSED STANDARD SOFfW ARE AND FEES
ExhibitB _._._.........._.. IMPLEMENTATION AND TRAINING SUPPORT SERVICES
Exhibit C_._............._.. STANDARD SOFfWARE MAINTENANCE AGREEMENT
ExhibitD......_._._...._.. NON-DISCLOSURE AND SECURITY AGREEMENT FOR THlRD PARTIES
Exhibit E_._._...._...._.. DEMONSTRATION SITE DISCOUNT
Exhibit F _._._......._._.. INTENTIONALLY LEFT BLANK
Exhibit G..._._......._._.. CUSTOMER REQUESTED STANDARD SOFfWARE ENHANCEMENTS I
MODIFlCATIONS AND I OR CUSTOM SOFfW ARE
Exhibit H_...._._._._._.. ESCROW OF SOFfW ARE SOURCE CODE
Appendix 1_...._._._._.. AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THiRD
PARTY PRODUCTS AND SERVICES
By slgnlng below, each of us agrees to the terms and condltious of this Agreement together with the attached
Exhibits. ThIs Agreement contaius the complete and exclusive statement of the agreement between us
relating to the matters refereneed herein and replaces any prior oral or written representations or
commnnications between us. Each lndlvldnal slgnlng below represents that (s)he has the requisite anthorlty
to execnte this Agreement on behalf of the organization for wbich (s)he represents and that all the necessary
formalities have been met. If the lndlvldnalls not so anthorlzed then (s)he assnmes personal UablIlty for
compHanee nnder this Agreement.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYS~ CORPORATION
(New~ ~
By: ~ ~nweber. PresIdent .
JEFFERSON COUNTY 911. WASHINGTON
(Customer)
By:
Authorized Signature
CO\'l\Wl\( SSiCl'l\e("" TItle
By:
Anthorlzed Signature C!OYllrlllS5i01\e..('I1tIe
Date:
{)2-2S'-1!
Date:
The "Effi:ctive Date" of this Agreement is the latter of the two dates in the above signawre block.
Corporate: 888 West Big Beaver Road. Suite 600' Troy' MIchigan 48084-4749' 248-269-1000' www.newworldsystems.com
Agreement 0211 I I J'lffCom.dtJc
L DEFINITIONS
The fullowing terms as defined below are used throughout this Agreement
I. "AutlwrJud Coples":
Except as provickd in Section II, subparagmph 1.3, the only authorized copies of the Liceosed Software and Liceosed Docum_on
are the copies of each application software package defined in this Pm>gmph. They ore:
(i) the single copy of the Liceosed Software and the related Liceosed Ilocumentalioo delivered by New World under this
Agreemeot; and
(h) any additi01lll1 copies made by Customer asaothorized in Section I~ suhparagmph 12.
2. "AnAutIwrlzed UserlWorkstmlon":
SuIliecl to the number ofusers specified in Exhihit A, any PC workstation that is comrected to access the Liceosed Software resident
on Computer and that may be logged on to access the programs.. interfiwes. _ or files created and/or tmllniRinPl"l by the Licensed
Software.
3. "Comp1ller":
The MSP SetvOJ(s) to he located at:
Jefferson County 9//
8/ E/ldns Rood
Port Hodlock, WA 98339
Customer shaII identilY in writing the serial number of the Cmnputer within ten (!O) deys ofreceipt of the Computer or within !eo
(IO) dsys of the Ef&ctive Dste, whichever is later. If the Computer is to he relocated. Customer shall notiJY New World of the oew
location in writing prior to there1ocation.
4. "ConjltkntW lnformatlon"':
Information disclosed or obtained by one party in connection with, and during the term o~ this Agreement and designated ..
"Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any
infurmation which was previoasly known to the other party without obligation of cnnfidence or without breach of this Agreemeut, is
publicly disclosed either prior or subsequent to the other party's receipt of such information, or is rightfuIIy received by the other party
1lom a third party without obligation of cnnfidenee.
S. "Customer Ualson":
A Customer employee assigned to act as liaison between Customer and New World for the _on of this Agreement. Withio ten
(IO) days of the EffectiveDste, Customer shaII notiJjI New World ofthenum. of the Customer Liaison.
6. "De/1very of IJcensd Stond61d SojlwlU'e",
Liceosed S1andard Software will be delivered in a machioe readsble form to Customer via an agreed upon networl< cnonection, or on
appropriate media if requested, as soon as the software is available after the Effective Date.
7. "Development Software":
Standard application eoftware currenfiy under development by New World which, if applicable, WIll he completed and delivered to
Customer as Liceosed Standard Software when available.
8. "Rowly R4te":
As described in this Agreemeut, New World shaII provide services to Cnstomer at the rate of$l40ihour. The hourly rate is protected
fur 12 months after the Effi:ctive Date, at which time the hourly rate shall he the then-current New World hourly rate.
9. "l1IStll!lo1ion of IJcensd SIilniliml Softwore":
Inslallation of the Liceosed Standard Software shaII he deemed to occur, for all billings or other events descnDed herein, upon the
earlier of
(a) the _or loading of the Liceosed Standard Software onto a Customer SOIYer or computer, or
(b) thirty (30) deys after delivery of the Licensed S1andard Software.
10. "Ikensed Custom Software":
Aoy software (programs or portions of programs) developed by New World specifically fur Customer's own use.
11. "Ucensed Documentation":
New World User Manuals which ine10des the current specificatioas fur the Liceosed Standard Software and other wtitteo instructions
re1atiogto the Liceosed Software (such.. Product BaIlelins, inslallatioo instructioos,and training materials).
12. "l.Jcensed Produds":
The Liceosed Software, the reIated Liceosed Docum-uon, and the Aothorized Copies of the furegoing
13. "Licensed So.ftwtue":
The Liceosed Standard Software, Development Software, Upgmdes, and Liceosed Custom Software provickd under this Agreemeut.
14. "'Ucensed Standard Software":
The current version of New World standard and development applicatioo software package{s) (in machine readable cnde) listed in
Exhibit A.
15. "SS'MA":
The New World Standard Software Maint~ Agreement as set forth in Exhibit C.
16. "Travel Expenses":
All actoal and reasocable travel expenses incurred by New World fur trips re1atiog to this prqject, including airfure, rental car,
lodging, mileage, and dsily per diem expenses.
17. 4TraveJ 17me":
Actual New World employee travel time blOed at the Hourly Rate up to, but rot exceeding, four (4) hours per esch trip re1atiog to this
prqject.
18. "UpgtTllles":
Aoy eohanl:ed and/or improved versions of the Liceosed Standard Software provickd as Liceosed S1andard Software under Exhihit C
of this Agreemeot and released after the execation of this Agreement.
Agreement 021111 JeffCom.doc
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Jefferson Co. 911, W A
IL GENERAL TERMS AND CONDmONS
1.0 . SINGLE USELICENSE
1.1 New World grants Customer a nontransferable, nonexclusive, and non-assignable license to use the
licensed Software only on the Computer and only fur its internal processing needs. Customer shall
have the right and license to use, enhance, or modifY the licensed Software only fur 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 furm
compatible with the specified operating environment) and one copy of the related licensed
Documentation. If Customer fulls to pay all license fees specified in Exhibit A and the applicable
custom software fees, if any, Customer shall furfuit the right and license to use the licensed Products
and shall retoro 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) hack-up copies on magnetic media of each application of the licensed Software and one hack-up
copy of the related licensed Documentation. These Authorized Copies may be stored as defined
above so long as thcy 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 furm or media. This
restriction on making and distributing the licensed Products or copies of any licensed Product,
includes without limitation, copies of the fullowing:
(i) Program libraries, either source or object code;
(ii) Operating controllangnage;
(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 fur 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 perfurmance of services under this Agreement including the
development of licensed Custom Software fur the advancement of its own technical expertise and the
perfurmance of other Software license and Service Agreements or any other applicable agreements.
New World shall have, without restriction, the right to use all prognnns, procedures, infurmation, 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 CORREC110N AND SOF7WARE MAINTENANCE ON STANDARD SOF7WARE
3.1 New World provides software correction service and maintenance for the licensed Standard Software
during the term of Customer's SSMA. See Exhibit C fur a description of the SSMA start date and
term, the services available and the applicable fees and procedures.
4.0 WARRAN11ES
4.1 New World warrants, fur Customer's benefit only, that the licensed Standard Software will perfurm
as specified in its user manuals based on the then-current release of the licensed Standard Software.
4.2 New World warrants, fur Customer's benefit only, that it possesses the necessary intellectua1 rights to
license to Customer the licensed Standard Software provided hereunder.
The furegoing 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 combinstion 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
Agreement 021111 JeffCom.doc
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Jefferson Co. 911, W A
PRODUCTS, INCLUDING BUT NOt LIMITED TO, THE LICENSED PRODUCTS' CONDmON,
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
5.1 As provided fur 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 fur
each application of the Licensed Software deli_cd. See Exhibit B for a description of the services
provided and the applicable fees and procedures.
6.0 CUSTOMER UAISON AND CUSTOMER RESPONSIBlLl11ES
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
fullowing:
6.1 Customer understands that the Licensed Software is designed to nm in a specified operating
environment which includes hardware, software and related equipment not provided by New World.
Customer is responsible fur asswing 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 interfitce and support necessary to successfully complete
the implementation of the Licensed Software. This support includes opper level management priority
setting and timely involvement during and after a change in Customer's organimtion, Customer's
operations and/or after changes in Customer's internal policies or procedures which directlyaffuct the
software implementation.
6.3 Customer shall assign an opper level employee to serve as the Customer Liaison fur the duration of
the Licensed Software implementation. If Customer must replace the Customer Liaison fur reasons
beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible.
New World is not responsible fur any delay cansed 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 fur infurmation;
(Ii) coordinate a mutuallyagreesble implementation and training schedule;
(Iii) have authority to sign fur and obligate Customer to any matters relating to service requests,
design documents, perfurmance test documents and/or delivery and service dates;
(iv) in situations where Customer participation is required, provide timely input fur sYStems
defiuition, detail design, and use of the software sYStem.
6.4 Customer is responsible fur 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
perfunnance.
6.5 Customer shall provide qualified personnel with sufficient hackup to be trained to use the Licensed
Software and to interpret the output Applying the output infurmation in Customer's environment is
ClIlltomer's sole responsibility.
7.0 BILLING AND ADDI110NAL AU11l0RIZED WORKSTATION CHARGES
7.1 The attached Exhibits set furth the manner in wbich 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 fur 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 j><l1fuuding these additional services, New World will notii}' Customer that the services are
subject to additional charge(s).
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 effuct.
SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next
annual billiug date after the additional workstations and/or Licensed Standard software is added, or as
specified in the future contract. With said payments, the license provided in Section II, Paragreph 1.0
permits Customer's use of the Licensed Software fur the specified workstations.
Agreement 021111 JeffCom.doe
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7.3 Customer shall noti/}' New World if additional aulhorized workstations need to be added to access
the licensed Software and will pay the additional authorized workstation tees promptly when
invoiced.
7.4 Any taxes or tees imposed from the conrse of this Agreement are the responsibility of the Cnstomer
and Cnstomer agrees to remit when imposed. If an exemption is claimed by the Cnstomer, an
exemption certificate must be submitted to New World
8.0 NON-RECRUITMENTOF PERSONNEL
8.1 During, and fur a period of twenty-fuur (24) months after the expiration o:!; the Standard Software
Maintenance Agreement and/or any renewal maintenance agreement, each party agrees not to solicit or
hire current or furmer employees of the other without the other's prior written consent.
9.0 CONFIDENTIAL [NFORMAI10N I NON-DISCLOSURE AGREEMENT
9.1 Subject to the requirements of the Freedom of Infurmation Act (FOIA) and/or other comparable
applicable state law, each party shall hold all Confidentiallnfurmation in trust and confidence fur the
party claiming confidentiality and not use such Confidential Infurmation absent express written
consent by the party claiming confidentiality. The other party agrees not to disclose any such
Confidentiallnfurmation, by publication or otherwise, to any other person or organization. Cnstomer
agrees to timely noti/}' New World of any request(s) made fur disclosure of confidential infurmation.
9.2 Cnstomer hereby acknowledges and agrees that all licensed Products are Confidentiallnfurmation
and proprietary to New World In addition to the other restrictions set furth elsewhere in this
Agreement or otherwise agreed to in writing, COlltomer agrees to implement all reasonable measures
to safuguard New World's proprietary rights in the licensed Products, including without limitation the
fullowing measures:
(i) Cnstomer shall only permit access to the Licensed Products to those employees who
require access and only to the extent necessary to perfurm COlltomer'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 Cnstomer (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 COlltomer all damages and
legal tees incurred in the enfurcement of this provision on third party access;
(ill) Cnstomer shall cooperate with New World in the enfurcement of the conditions set furth
in the attached Non-Disclosure Agreement or any other reasonable restrictions New World
may speci/}' in writing in order to permit access;
(iv) Cnstomer shall not permit removal of copyright or confidentiality labels or notifications
from its proprietary materials; and
(v) Cnstomer shall not attempt to di"'l""""ble, decompile or reverse engineer the licensed
Software.
9.3 Cnstomer 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
relie:!; 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 fur the relief sought.
[0.0 LlMlTA110N OF LIABILITY AND RECOVERABLE DAMAGES
New World'. entire liability and Customer'. exclusive remedies are set furth below:
10.1 For any claim relating to the non-confurmance or i.mperfuction of any licensed software provided
under this Agreement, New World will correct the defect so that it confurms to the warranties set
furth in Section II, subparagraph 4.1; or if after repeated attempts to correct the non-confurmity, New
World is unable to correct the non-confurmity, then COlltomer may recover its actual damages subject
to the limits set furth in subparagraph 10.2 below. For any other claim arising Wlder or in connection
with this Agreement, Cnstomer may recover its actual damages subject to the limits set furth in
subparagraph 10.2 below.
Agreement 021111 JeffCom.doc
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Jefferson Co. 911, W A
10.2 New World's total liability to Customer fur 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
ExlnOit A Licensed Standard Software fues 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 progrannning, loss of revenue or profits,
fullure 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 fur any form of action shall only apply after any and all appropriate insurance coverage has
been exhansted.
10.4 If it is determined that a limitation of liability or a remedy contained herein fulls of its essential
purpose, then the parties agree that the exclusion of incidental, consequential, special, indirect,
puuitive, and/or exemplary damages is still efrective.
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 IOUJ10 (1976) os 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 INDEPENDENTCONTRACTOR
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 fur by law, each party shall be
responsible fur the acts of its own employees.
12.2 Each party shall be responsible fur Workers' Compensation coverage fur 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' Conmensation Insurance: New World shall procure and maintain during the term of this
Agreement, Workers' Compensatlonlnsurance for all of its employees who engage in the work to be
perfurmed.
13.2 Liabilltv and Property Insnranee - Comprehensive Form: New World shall procW'e and maintain
during the term of this Agreement, Liability and Property Damage Insurance in an amount not less
than $1,000,000 on account fur each accident; and in an amount not less than $1,000,000 fur each
accident fur damage to property.
13.3 AntomobUe Liabilltv Insurance: New World shall procure and maintain during the term of this
Agreement, lEred and Non-Ownership Motor V chicle Bodily Injury and Property Damage Insurance
in an amount not less than $1,000,000 fur injmes, including accidental death, to each person; and,
subject to the same limit fur each person, in an amount not less than $1,000,000 fur each accident; and
in an amount not less than $1,000,000 on account fur each accident fur damage to property, provided
however that the combined aingle limit fur all automotive related claims shall not exceed $1,000,000.
14.0 DISPUTE RESOLU110N BY ARBITRATION
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
Association. Judgment upon any award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof
14.2 Before a demand fur arbitration may be filed by either party, the management of both parties shall have
met at least two times in fuce-to-fuce meetings in a good-fuith 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 fur in this
Agreement 021111 Jefl'Com.doe
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Jefferson Co. 911, W A
Agreement and in any event sha11 not exceed the limitations set furth in Section II, subparagraph 10.2,
even if the remedy or limitation ofliabi1ity provisions set forth in this Agreement sha11 fur any reason
whatsoever be held unenfurceable 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 sha11 not be
effective to the extent the matter becomes a public record.
14.5 Each party sha11 bear its own costa in preparing fur and conducting arbitration, except that the joint
costs, if any, of the actoa1 arbitration proceeding sha11 be shared equally by the parties.
14.6 In the event that a controversy or claim arising out ofor relating to this Agreement, or breach thereo~
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.
15.0 TERMINATION
15.1 Bv Cnstomer: If New World mils to provide the Licensed Software as warranted in accordance with
the terms of this Agreement, Cnstomer may at its option terminate this Agreement with ninety (90)
days written notice as fullows:
(i) The termination notice sha11 provide a detailed description (with examples) of any warranty
defects claimed;
(il) New World sha11 have ninety (90) days from receipt of said notice to correct any warranty
defects in order to satisfy the terms of this Agreement;
(ill) During the ninety (90) day cure period, Cnstomer sha11 apply sound management practices
and use its beat 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
Cnstomer, the Agreement terminates.
15.2 By New World: If Cnstomer fuils to make prompt payments to New World when invoiced, or if
Cnstomer fitils 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 fullows:
(i) The termination notice sha11 define the reason fur termination;
(il) If the cited reason fur termination is Cnstomer's fitilure to make prompt payment, Cnstomer
sha11 have thirty (30) days from receipt of said notice to make payment in full fur all
outstanding invoiced payments due;
(ill) If the cited reason fur termination is Cnstomer's fitilure to fulfill its responsibilities,
Cnstomer shall have ninety (90) days from receipt of said notice to correct any actoa1
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 Cnstomer shall continue to pay all fues and
charges incurred through the termination date as provided in the attached Exhibits.
15.4 Upon termination, Cnstomer sha11 return to New World all Licensed Products, including any copies
provided to or created by Cnstomer under this Agreement
15.5 Nothing in this paragraph on termination is intended to infer that either party has or does nut have a
claim fur 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 TRADEMARKINDEMNlFlCATION
New World agrees to indemnify and save the Cnstomer 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
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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 indemnilY 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
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
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 suQject matter of this Agreement. TIds 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 Washington and it shall be binding on the
successors and assigos of the parties.
18.3 Fallure to enfurce 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 perfurmed or Licensed Products delivered
hereunder, may be brought by either party more than two (2) years after the cause of action has
accrued.
18.5 The paragraph headings which appear herein are included solely fur convenience and shall not be used
in the interpretation of this Agreement Any provision of this Agreement determined to be invalid or
otherwise unenfurceable shall not affect the other provisions, which other provisions remain in full
furce and effect.
18.6 This Agreement is entered into solely fur 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 Notwithatanding anything contained herein to the contrary, these terms and conditions may be
extended to other public entities fur purchase of the license and/or services described under this
Agreement To the extent they are required, the parties shall execute any requisite cooperative
agreements authorizing such extension of terms and conditions. If this is done, Customer assumes no
authority, liability, or obligation on behalf of any other public entity that may use this Agreement fur
any such purchase.
18.8 Other integrated licensed software and services from New World may be purchased by Customer
under the terms and conditions of this Agreement
18.9 For a period of six (6) months from the Effective Date, Customer may direct New World to procure a
Peribrmance Bond on this project Should Customer elect to obtain said Peribrmance Bond, New
World will provide a Performance Bond for the one-time project cost 1isted on Exhibit AA at
Customer's expense. The cost of the bond will be billed to Customer and Customer agrees to pay
promptly for the Perfurmance Bond When invoiced.
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EXHIBIT AA
TOTAL COST SUMMARY AND PAYMENT SCHEDULE
L Total Cost Summary: Licensed Standard Software, Implementation Servkes, And Third Party Products
DESCRIPTION OF COST
COST
$142,000
A.
liCENSED STANDARD SOF1'W ARE as further de1ai1ed in Exhibit A
1.
licensed Standard Software
$142,000
B.
IMPLEMENTATION SERVICES
125,500
1. PROJECT MANAGEMENT as further described in Exhibit B
2. INTERFACE INSTAllATION SERVICES as further described in Exhibit B
3. IMPLEMENTATION AND TRAINING SERVICES as further described in Exhibit B
4. OTBER IMPLEMENTATION SERVICES as further described in Exhibit B
5. CUSTOM SOF1'W ARElMODIFICATION SERVICES as further described in Exhibit G
C.
TIllRD PARTY PRODUCTS AND SERVICES
24,150
1. TIllRD PARTY PRODUCTS AND SERVICES as further described in Appendix 1
D.
PERFORMANCE BOND AND OTBER COSTS (ESCROW)
6,400
ONE TIME PROJECT COST:
S29l1 ~
E.
1RA VEL EXPENSES (FRlimAfe) - billed as incurred
$10,500
F. STANDARD SOF1'WARE MAINTENANCE SERVICES - the services are further de1ai1ed in Exbibit c.
PRICING ASSUMES CONTRACT EXECUTION BYMARCH 25. 2011.
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Exhibit AA I COST SUMMARY AND PAYMENT SCHEDULE
II. Payments for Licensed Standard Software, Implementation Services, and ThIrd Party Products
DESCRIPTION OF PAYMENT
PAYMENT
A.
liCENSED STANDARD SOFrW ARE as further de1ailed in Exhibit A
$142,000
1. Amount invoiced upoo Effective Date (50%)
$71,000
71,000
2. Amount invoiced upoo delivery of each Licensed Standard
Software (50%)
B.
IMPLEMENTATION SERVICES
125,500
1. Amount invoiced upon lbe Effective Date
$62,750
62,750
2. Amount invoiced on June 15, 2011
C.
TIllRD PARTY PRODUCTS AND SERVICES
24,150
1. Amount invoiced upoo lbe Effective Date (100% SQ%)
$24,150
D.
PERFORMANCE BOND AND OTHER COSTS
6,400
1. Perfunnance Bond - invoiced upoo Customer'. approval as
Described in Section 18.9
$3,400
2. Escrow One-time set-up fue - invoiced upoo Effective Date
3,000
ONE TIME PAYMENTS:
$298.050
E.
TRAVEL EXPENSES (Estimate)
(These expenses are billed as incurred)
$10,500*
1. 7 trips are anticipated.
2. Travel Time fur lbe estimated 7 trips is not included in 1his estimate and will be billed as incurred.
*Estimate
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ExbibltAA/COST SUMMARY AND PAYMENT SCHEDULE
F. STANDARD SOFTWARE MAINTENANCE SERVICES - as further detailed in Exhibit C
G. SOURCE CODE ESCROW FEES
1. Annual Administrative Fee - first year invoiced upon Efrective Date
Subsequent year's Annual Anminimrative Fees will not increase more
than 5% over the previous year's Fee.
$1,000
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE.
Billings are applied ratably to ef/IJh deliverable included under the toW one-time cost.lf any deliverable is subject
to sales tax, the tox will be calculated and added as applicable to each billing.
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EXHIBIT A
LICENSED STANDARD SOFTWARE AND FEES
1. IJeense Fee fur IJeensed Standard Software And Documentation Seleeted Bv Customer:
Aoolication Packw!el.2.3.4
Cost
CAD
1. AegIsIMSP Combined LEIFIreJEMS CAD
- Call Entry
- Call Control Panel
- Unit Recommendations
- Unit Status and Control Panel
- Call Stacking
- CAD Messaging
- Call Scheduling
- Dispatch Questionnaire
- GIS/Geo-File Verification
- Hazard and Location Alerts
- Hydrant Jnventory
- Access to AegislMSP LE Records
- Access to AegislMSP Fire Records
- Note Pads
- Rip-N-Run Remote Printing
- Run Cards
- Tone Alerts
(Workstations lneluded In
CAD Base - 6)
2. Additional AeglslMSP Software for Computer AIded Dlspateh ·
- CAD Mapping
_ Data Analysis/Crime Mapping/Management Reporting 6
- Service Vehicle Rotation (Wrecker, Ambulance)
3. AeglslMSP Third Party CAD Iutertaee Software ·
- New World CAD to New World CAD Jnterfuce
- CAD Pager Jnterfuce
Supports SNPP, SMTP, Standard TAP, Zetron 2200, Pagemaster 4
_ E-911 Jnterfuce 7
- AegislMSP StatelNCIC JnterfuceB
Includes 12 - 15 screens
- On-Line CAD Jnterfuce to StatelNClc"
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Exhibit A I LICENSED SrANDARD SOFTWARE AND FEES
4. Additional CAD Workstations
- 5 view/inquiry workstations
AEGIS LINK SOFTWARE
5. Web Consolidated Search
- Web Query
- Data Cmmector to each additional NWS Database
(CIallam County)
6. Web Applications
- Web Briefing Notes (includes BOWs)
- Web CAD Monitor
TOT \L SOFf\\ ,\RE LlCEl\SE FEE 910 :iiU2.illlJl
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Exhibit A f LICENSED STANDARD SOFrW ARE AND FEES
ENDNOTES
1
Personal Computers must meet the minimum hardware requirementsfar New World Systems' MSP
product Microsoft Windows XP or later Is requiTed for all client machines. W"indows 2003/2008Server
and SQL Server 200512008 are required for the Applkation and Database Server(s).
New Warld Systems' MSP product requires Microsoft Windows 2003/2008 Server and SQL Server
2005/2008 including required Client Access Licenses (eALs) for applicable Mkrosoft products. Servers
must meet minimum hardware requirements provided by New World Systems.
2
3
New Warld Systems' MSP product requires MlCTOsoft Excel or Windows Search 4.0 for document
searchingjUnetfonality; Microsoft Word is required on the opplkation server for report formatting.
New World recommends a 100/1000MB (GB) Ethernet networkfor the local area network. W"ule area
network requirements vary based on system corrfiguration, New World will provide further consultation
for this environment.
Does not include any required 3rd party hardware or software unless specified in Appendix 1 of this
Agreement Customer Is responsible for any 3rd party support.
Applkation may require a separate Server.
Requires Lantronix USC 1100 included in Section C of this proposal.
4
5
.
7
8
Customer Is responsible for obtaining the necessary Stnte approval and any non-New Warld hardware and
software.
Prices assume that all software is lkensed.
Any taxes or fees Imposed are the responsibility of the purchaser and will be remitted when Imposed.
9
JO
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EXHIBIT B
PROJECT MANAGEMENT. IMPLEMENTATION AND
TRAINING SUPPORT SERVICES
1. Pruiett Mana_ment 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 Cnstomer's management and the Customer Liaison. Project Management Services include:
a) a summary level Implementation Plan;
b) a de1>li1 level Implementation Plan;
c) revised Implementation Plans (if required);
d) monthly project statos reports; and
e) project statos 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.
The implementation services files described in Exhibit AA include Project Management files for a period up to 10
months after the Etrective Date.
2. Pre-Conflt7ll1'ell AeI!ls Licensed Standard Software:
This Agreement is based on installing pre-configured licensed Standard Software from Exhibit A with a pre-
configured implementation plan fur your project. This approach will streamline and simplify implementation of
these complex applications with the overall objectives of a more efficient and economical project.
Based on New World's experience with other Customers of similar size and staffing resources such as yours, the
licensed Standard Software will be installed with portions of the licensed Standard Software implementation
procedures pre-configured, to include certain:
. Pre-loaded tables
. Pre-loaded files
. Standardized optional set-up decisions
Early in your implementation plan, the New World Project Manager will review the pre-configured software
components and project plan with your management team. At that time, you may elect to continue with the pre-
configured approach or switch to a standard implementation approach. If a switch is made to a standard
implementation approach, the cost of implementation wiIl increase.
3. Implementation and Tralnlt", SDPPOrt Hours Recommended
It is recommended that apl'wpriate 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 Iisted on Exhibit A, up to 200 hours of New World implementation and training support services have
been allocated fur this project. Excess hours requested shall be biIled at the Hourly Rate. Avoiding or minimizing
custom or modified features will aid in keeping the support costs to the amount allocated. Cnstomer agrees to
reimburse New World fur support trips canceled by Customer less than ten (10) days befure the scheduled start
date to cover New World's out-of-pocket costs and lost revenues. The recommended implementation and training6support services include:
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ExhibIt B I PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES
a) implementation of each package of licensed Standard Software; and
b) Customer training and/or assistance in testing fur each package of licensed Standard Software.
The project management, implementation and training support services provided by New World may be performed
at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project
management are perfurmed in Troy).
4. Interface Installation Service
New World shall provide interfuce installation services as described in this paragraph below. These services do not
include hardware and/or third party product costs which shaU be Customer's responsibility, if required. Whenever
possible, these services will be done remotely, resulting in savings in Travel Expenses and Trme. If on-site
insta1lation and training is required, Customer will be responsible fur the actua\ Travel Expenses and Time. The
services include the fuUowing interfitces.
a) Operating System Assurance
b) New World CAD to New World CAD Jnterfuce
c) CAD Pager Jnterfuce
d) 911 Jnterfitce
e) StatelNCIC
f) On-Une CAD Jnterfuce to StatelNCIC
g) Web Query
h) Data Connector to one New World Database
i) Web CAD Monitor
j) Web Briefing Notes (includes BOLOs)
k) Goo-File Implementation
New World's GIS implementation services are to assist the Customer in preparing the New World required GIS
data for use with the licensed Aegis Software. Depending upon the licensed Software the Customer at a minimwn
will be required to provide an accurate street centerline layer and the appropriate polygon layers needed fur Unit
Recommendations and Rnn Cards in an indostry standard ESRI file format (personal Geodatabase, File
Geodatabase, Shape Files). Cnstomer is responsible fur having clearly defined boundaries fur Police Beats, EMS
Districts and Fire Quadrants. Ifnecessary New World will assist Customer in creating the necessary polygon layers
(police Beats, EMS Districts and Fire Quadrants) fur Unit Recommendations and Rnn Cards. New World is not
responsible fur the accuracy of or any ongoing maintenance of the GIS dsta used within the licensed Aegis
Software.
5. Hardware Ona!itv Assll1"llllCe Service
New World shaU provide Hardware Systems Assurance of Customer's AegislMSP server(s). These services do
not include hardware and/or third party product costs which shall be Cnstomer's responsibility, if reqnired.
Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on-
site installation is required, Customer wiU be responsible fur the actua\ travel expenses and time.
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Exhibit B I PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES
a) Hardware Quality Assurance Services (Standard) Environment
Hardware Systems Assurance and Software Installation:
Assist with High Level System Design/Layout
Validate Hardware Configuration and System Specifications
Validate Network Requirements, including Windows Domain
Physical Installation of New World Application Servers
Install Operating System and Apply Updates
Install SQL Server and Apply Updates
Install New World Applications Software and Apply Updates
Establish Base SQL Database Structure
Install Anti-Virus Software and Configure Exclusions
Install Automated Backup Software and Configure Backup Routines
Configure System fur Electronic Customer Support (Le. NetMeeting)
Tone System Perfurmance Including Operating System and SQL Resources
Test High A vailabilitylDisaster Recovery Scenarios (if applicable)
Provide Basic System Administrator Training and Knowledge Transfer
Document Installation Process and System Configumtion
6. Additional Services Available
Other New World services may be required or requested fur the fullowing:
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 uther vendors or third parties;
d) modil)ing the Licensed Standard Software;
e) designing and programming Licensed Custom Software; and
t) maintaining modified licensed Standard Software and/or custom software.
Customer may request these additional services io writing using New World's Reqoest For Service (RFS)
procedure (or uther appropriate procedures mutua1ly agreed upon by Customer and New World and will be
provided at the Hourly Rate).
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EXHIBIT C
STANDARD SOFfWARE MAINTENANCE AGREEMENT (SSMA)
This Standard Software Maintenance Agreement (SSMA) between New World and Customer sets furth the
standard software maintenance support services provided by New World
1. SSMA Period
This SSMA sball remain in effect fur a term of five (5) years (the SSMA term) beginning on the delivery of
Licensed Standard Software ("Start Date") and ending on the same ealendar date at the conclusion of the SSMA
term. New World shall provide CDlitomer no-charge SSMA fur a period of365 days from the Start Date.
2. Services lnelnded
New World sball provide the fullowing services during the SSMA term.
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 aonounced by New World);
b) temporary fixes to Licensed Standard Software (see paragraph 6 below);
c) revisions to Licensed Docwnentation;
d) reasonable telephone support fur 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.
f) Emergency 24-hour per day telephone support. fur Aegis CAD only, seven (7) days per week fur
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 CAD phone support will be provided via pager and a New
World support representative will respond to CAD service calls within 30 minutes of call
initiation.
g) Includes integration of the embedded software that is a component of the Exhibit A Licensed
Standard Software.
Items a, b, and c above will be distributed to Cnstomer by electronic means.
Additional support services are available as requested by CDlitomer at the Hourly Rate.
3. MaIntenance for Modified UceDSed Standard Software and Cnstom Software
Cnstomer Is advised that If It requests or makes changes or modificatioDli to the UceDSed Standard Software,
these changes or modifications (no matter who makes them) make the modified L1ceDSed Standard Software
more dIfIlcult to maintain. If New World agrees to provide maintenance support fur Custom Software or
Licensed Standard Software modified at Costomer's request, or fur prior releases of New World's software, then
the additional New World maintenance or support services provided sball be billed at the Hourly Rate.
4. !ill!!!!g
Maintenance costs will be billed aoncally.
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Exhibit C I STANDARD SOFTWARE MAINTENANCE AGREEMENT
5. Additions of Software to Maintenance A2reement
Additiotllll Licensed Standard Software licensed from New World will be added to the SSMA ninety (90) days after
delivery. Costs for the maintenance fur the additional software will be billed to Customer on a pro rata basis fur the
remainder of the maintenance year and on a full year basis thereafter.
6. Reauests for Software Correction on Licensed Standard Software
At any time during the SSMA term, if Customer believes that the Licensed Standard Software does not confurm to
the warranties provided under this Agreement, Customer must notii)' New World in writing that there is a claimed
defect and specii)' 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. Docwnented examples of the claimed defect must
accompany each notice. New World will review the documented notice and when a feature or report does not
confurm to the published specifications, New World will provide software correction service at no charge. A non-
warrantY request is handled as a billable Request For Service (RFS) provided at the Hourly Rate.
The no-charge software correction service does not apply to any of the fullowing:
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 incorreot infurmation or reports to be
generated; and
c) requests that go beyond the scope of the specifications set furth in the current User Manuals.
7. Maintenance Costs for Licensed Standard Software Plwk."llli Covered for MSP Servers
New World agrees to provide software maintenance at the costs listed below fur the New World Licensed Standard
Software packages described in Exhibit A.
Annual Maintenance Cost
Year I
Year 2
Year 3
Year 4
Year 5
No charge
$29,880
31,540
33,200
34,860
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EXHIBIT D
NEW WORLD SYSTEMS CORPORATION
NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
This Agrellment, when accepted and executed by New World, grants the tmdersigned the permission to use and/or have limited
access to certain New World Systems'" Corporation (New World) proprietary and/or confidential information.
Installed At: Jefferson Conntv 911
CustcmerName
Located At: 81 ElkIns Road
Port RadInek, W A 98339
Authorized Signature of Customer:
Name (please Print or Type)
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 docwnentation, the organization and individual whose names appear below,
agree to the fullowing:
1. No copies in any furm will be made of New World proprietary or confidential information without the expressed written
consent of New World's President, including without 1imitBtion, the fullowing:
a) Program Lt1mnies, whether source code or object code;
h) Operating Control Language;
c) Test or Sample Files;
d) Program Listings;
e) Recor:ILayouls;
f) All written confidential or proprietary infurntation originating from New World including without
limillltion, docwnenllltion, such as user manuals and/or system manuals; and/or
g) All New World Product Bulletins and/or other New World Product relatad materials.
2. New World software, New World docwnentation, 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 injtmction in addition to any other appropriate
remedies available to New World. If it is detennined that the money damages caused by the tmdersigned's fuilure to
comply with the furegoing 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 Cnstomer tmder the Standard Software
license and Service Agreement between Cnstomer and New World
Agreed and Accepted by Third Party (Organization)
Agreed and Accepted by Third Party (Individual)
Organization:
By:
Title:
Date:
Individual:
By:
Title:
Date:
Accepted and Approved by New World Systems Corp.
By:
Title:
Date:
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EXHIBIT E
DEMONSTRATION SITE DISCOUNT
New World has provided Customer a significant discount in exchange fur the privilege of using Customer's site
fur demonstration purposes. Accordingly, afier the Liceosed Software has been delivered and installed, Customer
agrees to act as a demonstration site fur prospective New World customers. Customer also agrees to serve as a
reference or remote demonstration site on the telephone fur 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 marketiog and advertising campaigo fur or on behalf of New World
Demonstrations will be coordinated with the appropriate Customer persoonel and will be scheduled to minimize the
interruption to Customer's operations. New World will provide Customer reasonable notice fur preparation.
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EXHIBITF
Intentionally Left Blank
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EXHIBIT G
CUSTOMERREOUESTED STANDARD SOFfWARE ENHANCEMENTS {MODIFICATIONS AND {OR
CUSTOM SOFfWARE
1. Definition of Proiect
New World will provide the Customer requested Standard Software Enhancements and/or Custom Software 88
discussed below to address the Customer's reqoirements. Customer agrees to cooperate in not making
modifications and enhancements too exteosive 88 defined in the 2(b )(1) procednre below.
An analysis and assessment to verilY the scope of effurt fur the project will be condncted. A revised estimate for the
modificationsfmtermces may be provided at the conclnsion of the assessment. Customer may elect to cancel or
proceed with the modificationsfmterfuces based on the revised estimate.
Capabilities inclnded in the initial scope:
a) Custom SoflwarelInterfuces
With New World providing consultation, Customer is responsible fur obtainiog technical
contacts and/or technical specifications from the third parties involved.
(1) CAD export of cleared call infurmation to PS.NEf RMS:
New World will provide a one-way export of CAD call fur service information in XML
format fur import by Execntive Infurmation Services, Inc.
(2) CAD export of cleared call infurmation to Positron RMS:
New World will provide a one-way export ofeAD call fur service infurmation in XML
format fur import by Positron RMS.
(3) CAD export of cleared call infurmation to Reporting Systems FRMS:
New World will provide a one-way export of CAD call fur service infurmation in XML
furmat fur import by Emergeocy Reporting Systems FRMS.
2. MethodolOl!V to Provide Enhancements and/or Custom Software
a) Definition of New World's Resoonsibilitv
This project inclndes the fullowing activities to be perfurmed by New World.
(1) Review ofreqnired featnres with Customer. Only items ideotified in Paragraph I above will be
provided in this implementation plan.
(2) Preparation of Requirements Document (RD) to inclnde:
. Detailed description of the required featnre
. menu samples
. screen samples
. report samples
(3) Progrannning and programming test.
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Exbibit G / CUSTOMER REQUESTED STANDARD SOFfWARE ENHANCEMENTS /
MODIFICATIONS AND / OR CUSTOM SOFfWARE
(4) On-site training, testing and/or other support services at the Hourly Rate.
For modification requiring over fifiy (50) hours of work, New World utilizes a design document
procedure [see 2(J>)(1) below]. For smaller modifications, New World uses a Request For Service
(RFS) procedure. Both procedures are reviewed with CUBtumer at a pre-iustallatiOll planning meeting.
The RFS procedure utilizes a furm with a narrative descriptiOll and supporting documentation if
applicable to define the work to be doue.
b) Imtllementation Schedule
Aetlvitv Ta....eted TIme Period
(1) Complete Design Review with CUlltnmer Staff Custnmer To be determined
agrees to be reasonable and flexible in not attempting to design
the modificatiOlls to be more extensive than called fur in the
scope (cost and schedule) of this project.
(2) New World submits completed RD to Cnstnmer. To be determined
(3) RD is accepted and signed off by Customer (no programming To be determined
will be doue by New World until the formal sign-off and
Custnmer's authorization to proceed in writing).
(4) New World completes programming from RD and provides To be determined
modified software to Custnmer.
(5) Software ModificatiOll Aceeptaoce Test based 00 RD. To be determined
c) Customer's ResnonsibiIitv
All Customer requested changes aller RD sign-off must be documented by Custnmer and authorized
in writing including potential costs, if any. Additional changes will most likely delay the schedule and
may increase the cost.
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Short Description of
Interface or Custom
Modification
Data Source
Target
Interface Direction
NWS Interface
External System
Interface
DetaDed Description
ProtocoI!f rt
Data Formats
3 party
Requirements
NWS Tasks
Customer Tasks
New World will provide a one-way export of CAD call fur service infurmation
in XML furmat fur import by Executive Infurmation Services, Inc.
New World CAD application
Executive Infurmation Services - PS.NET RNS
One Way Export
Custom Interfuce - not eviously devel
What are we connecting to?
New World will provide a one way export of CAD call infurmation in XML
furmal to a shared network resource fur import by PS.NET RMS. This export
can occur when a unit is dispatched or cleared from the call in CAD. The
export will include unit status infurmation and times as well as call narrative.
IAN based file ex
XML
PS.NET RMS must import this file to create the appropriate event in their
system.
. Work with agency to define scope and functionality of interfuce
. Develop functional specification fur approval
. Provide documentation on export schema and sample XML file
. Install, configure, and test interfuce
. Work with NWS to define scope and functionality ofinterfitce
. Customer responsible fur obtaining technical specifications and any
necessary 3'" party technical contacts
. Have resource available to review and approve interfuce design
. Have resources available to assist in installation, configuration, and
testing of interfuce. Personnel assigned should be fumiliar with the
external system
. Customer must ensure 3'" party vendor provides a mechanism fur
im . the CAD call fur service ort
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Short Description of
Interface or Custom
Modifica1ion
Data Sonrce
Target
Interface Direction
NWS Interface
External System
Interface
Detailed Description
ProtocoIff rt
Data Formats
3 Party
Requirements
NWSTasks
Customer Tasks
New World will provide a one-way export of CAD call fur service infurmation
in XML furmat fur import by Positron RMS
New World CAD application
Positron RMS
One Way Export
Custom Interfuce - not eviously devel
What are we connecting to?
New World will provide a one way export of CAD call infurmation in XML
fonnat to a shared network resource fur import by Positron RMS. This export
can occur when a unit is dispatched or cleared from the call in CAD. The
export will include unit status infurmation and times as weIl as call narrative.
LAN based file ex
XML
Positron must import this file to create the appropriate event in their system.
. Work with agency to define scope and fimctionalityofinterfuce
. Develop fimctiona1 specification fur approval
. Provide documentation on export schema and sample XML file
. InstaI1, configure, and test interfuce
. Work with NWS to define scope and fimctionality of interfuce
. Customer responsible fur obtaining tecbnical specifications and any
necessary 3m party tecbnical contacts
. Have resource available to review and approve imerfitce design
. Have resources available to assist in instaIlation, confignratlon, and
testing of interfuce. Personnel assigned should be fimilliar with the
externa1 system
. Customer must ensure 3m party vendor provides a mechAnism fur
im . the CAD call fur service ex
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Short Description of
Interface or ClIStom
Modificafion
Data Sonrce
Target
Interface DIrection
NWS Interface
External System
Interface
Detafted Description
ProtocoJIT rt
Data Formats
3 Party
Requirements
NWS Tasks
ClIStomer Tasks
New World will provide a one-way export of CAD call fur service infurmation
in XML furmat fur import by Emergency Reporting Systems FRMS.
New World CAD application
FRMS
One Way Export
Costom Interlitce - not . llBl
What are we connecting to?
New World will provide a one way export of CAD call infurmation in XML
format to a shared network resource fur import by Reporting Systems FRMS.
This export can occur when a unit is dispatched or cleared from the call in
CAD. The export will include unit states infurmation and thnes as well as call
narrative.
LAN based file ex
XML
Positron must import this file to create the al'l,,"priate event in their system.
. Work with agency to define scope and functionality of interlitce
. Develop functional specification fur approval
. Provide docmnentation on export schema and sample XML file
. Instll1l, configme, and test interlitce
. Work with NWS to define scope and functionalityofinterfuce
. Costomer responsible fur obtaining technical specifications and any
necessary 3'" party technical contacts
. Have resource available to review and approve interlitce design
. Have resources available to assist in installation, configuration, and
testing of interlitce. Personnel assigned should be fiuni1iar with the
external system
. Costomer must ensure 3M party vendor provides a mechanism fur
im . g the CAD call fur service ex
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EXHIBIT H
ESCROW OF SOFrWARE SOURCE CODE
So long as Customer pays the applicable lees as described in Exhibit AA, New World stipulates that the source
code fur 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").
New World will from time to time 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 fullowing events: (i) The existence
of anyone or more of the following circumstances uncorrected fur more than thirty (30) days: entry of an order fur
reliefunder Title II of the United States Code; the making by New World of a general assignment fur the benefit of
creditors; or action by New World under any state insolvency or similar law fur 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 Wlder 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 safegoard 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.
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ill '!~r~;!~o~z:tems"
APPENDIX 1
AGREEMENT AND AUTHORIZATION FOR PROCUREMENT
OF THIRD PARTY PRODUCTS AND SERVICES
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:
Jefferson County 911
81 E1kinsRoad
Port Hadlock, W A 98339
The payments fur Appendix I Services are covered Wider the Cost Swnmary and Payment Schedule in Exhibit AA.
Customer is responsible fur the site preparation and related costs to install the Exhibit I Third Party products.
Customer is responsible fur any rettnned product charges, including re-stocking and shipping rees, fur all Third
Party products ordered by New World on the Customer's behalf Travel Expenses incurred by New World are in
addition to the Exhibit I cost and will be billed weekly as incurred.
The Exhibit 1 components and cost may ouly be changed by mutual agreement of the 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 said Agreements. Customer
shall receive the benefit of all warranties, services, ete. provided fur in the Agreements.
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EXHIBIT 1
CONFIGURATION
1. THIRD PARTY PRODUCTS AND SERVICES
THIRD PARTY SOFfWARE
a. Embedded Third Party Software
(includes all Third Party executable components)
b. GIS Software
CAD
- CAD Workstations using ArcGlS Engine Runtime
(11 workstations)
Goo-File Maintenance Software (ESRI ArcEditor)
- per workstation
THIRD PARTY HARDWARE
c. Hardware, System Software & Services
Lanfronix DDS-1100 (1 unit)
TorAL HllRD PARI Y PRODUCI S AND SERVICES $24.150
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ESRI Notes
I) Customer will restrict use of the ESRI Software to executable code (used with the Aegis Licensed
Standard Software).
2) Customer will prohihit (a) transfer of the ESRI Software except fur temporary traosfer io the event of
computer malfunction; (b) "R.;gr>ment, time-sharing, lend or lease, or rents! of the ESRI Software or use fur
commercial network services or ioteractive cable or remote processiog services; and (c) title to the ESRI
Software from passiog to any other party.
3) Customer will prohibit the reverse eogioeeriog, disassembly, or decompilation of the ESRI Software and
prohibit duplication of the ESRI Software except fur a siogle archival copy; reasonable Sublicensee backup
cupies are permitted.
4) Customer will disclaim, to the extent permitted by applicable law, ESRI's liability fur any damages, or
loss of any kiod, whether special, direct, iodirect, iocideotal, or consequential, arisiog from the use of the
ESRI Software.
5) At the tennioation of their Agreement (Sublicense) with New World, Customer will certify io 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.
6) Customer will comply fully with all relevant export laws and regulations of the United States to assure that
the ESRI Software, or any direct product thereof; is not exported, directly or iodirectly, io violation of
United States law.
7) Customer will prohibit the removal or obscuriog of any copyright, trademark notice, or restrictive legend.
8) If New World grants a Sublicense to the United States Government, the ESRI Software shall be provided
with "Restricted Rights".
9) All AegislMSP Customers are required to use ESRI's ArcGIS snite of products to maiotaio GIS data. All
maiotenance, training and on-goiog support of this product will be contracted with and conducted by ESRI.
Maiotenance fur ESRI's ArcGIS snite of products that are used fur maiotaioiog Customer's GIS data will
be contracted by Customer separately with ESRI.
10) The on-goiog New World SSMA cost is required fur any Aegis software changes related to iotegration with
ESRI software.
II) If a new release ofESRI software is iocorporated ioto the Aegis software, an associated upgrade fee may be
required fur the new ESRI software, depeodiog on the potential cost from ESRI; and/or on the scope of
effurt reqnired to integrate the new ESRI release with Aegis software.
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