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STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT
February 11, 2011
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 Jefferson County 911,
Washington ("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 ...................
TOTAL COST SUMMARY AND PAYMENT SCHEDULE
Exhibit A ......................
LICENSED STANDARD SOFTWARE AND FEES
Exhibit B ......................
IMPLEMENTATION AND TRAINING SUPPORT SERVICES
Exhibit C ......................
STANDARD SOFTWARE MAINTENANCE AGREEMENT
Exhibit D ......................
NON -DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
Exhibit E ......................
DEMONSTRATION SITE DISCOUNT
Exhibit F ......................
INTENTIONALLY LEFT BLANK
Exhibit G ......................
CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /
MODIFICATIONS AND / OR CUSTOM SOFTWARE
Exhibit H ......................
ESCROW OF SOFTWARE SOURCE CODE
Appendix 1 ...................
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 WORLD SYSTEMS® CORPORATION JEFFERSON COUNTY 911 WASHINGTON
(New Id (Custome
By: By: z✓✓ ��
arry D. Leinweber, President A Signa re MM)55 j'()yLe rTitle
By: -
Date: 40 2 "Z S" �/ Date: /, /Leil/i !Zc"I,
The "Effective Date" of this Agreement is the latter of the two dates in the above signature block.
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a -son Co. Prosceutor's M� .__-
Corporate: 888 West Big Beaver Road • Suite 600 • Troy • Michigan 48084-4749 •248-269-1000 • www.newworldsystems.com
Agreement 021111 JeffCom.doc
The following terms as defined below are used throughout this Agreement:
1. "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 are:
(i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this
Agreement; and
(ii) any additional copies made by Customer as authorized in Section II, subparagraph 1.2.
2. "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.
3. "Computer":
The MSP Server(s) to be located at:
Jefferson County 911
81 Elkins Road
Port Hadlock, WA 98339
Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten
(10) days of the Effective Date, 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.
4. "Confidential Inform adon":
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.
5. "Customer Liaison ":
A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten
(10) days of the Effective Date, Customer shall notify New World of the name of the Customer Liaison.
6. "Delivery of Licensed Standard Software":
Licensed Standard Software will be delivered in a machine readable form to Customer via an agreed upon network connection, or on
appropriate media if requested, as soon as the software is available after the Effective Date.
7. "Development Software".
Standard application software currently under development by New World which, if applicable, will be completed and delivered to
Customer as Licensed Standard Software when available.
8. "Hourly Rate".
As described in this Agreement, New World shall provide services to Customer at the rate of $140/hour. The hourly rate is protected
for 12 months after the Effective Date, at which time the hourly rate shall be the then -current New World hourly rate.
9. "Installation of Licensed Standard Software".
Installation of the Licensed Standard Software shall be deemed to occur, for all billings or other events described herein, upon the
earlier of
(a) the transfer or 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. "Licensed Custom Software":
Any software (programs or portions of programs) developed by New World specifically for Customer's own use.
11. "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).
12. "Licensed Products".
The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing.
13. "Licensed Software":
The Licensed Standard Software, Development Software, Upgrades, and Licensed Custom Software provided under this Agreement.
14. "Licensed Standard Software":
The current version of New World standard and development application software package(s) (in machine readable code) listed in
Exhibit A.
15. "SSMA".
The New World Standard Software Maintenance Agreement as set forth in Exhibit C.
16. "Travel Expenses".
All actual and reasonable travel expenses incurred by New World for trips relating to this project, including airfare, rental car,
lodging, mileage, and daily per diem expenses.
17. "Travel Time":
Actual New World employee travel time billed at the Hourly Rate up to, but not exceeding, four (4) hours per each trip relating to this
project.
18. "Upgrades":
Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C
of this Agreement and released after the execution of this Agreement.
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H. GENERAL. TERMS AND CONDITIONS
1.0 SINGLE USE LICENSE
1.1 New World grants Customer a 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 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 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 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE
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 for a description of 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
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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 INSTALLATIONAND TRAINING SUPPORT SERVICES
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 LL47SONAND 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;
(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 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 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, or as
specified in the future contract. With said payments, the license provided in Section II, Paragraph 1.0
permits Customer's use of the Licensed Software for the specified workstations.
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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.
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) and/or other comparable
applicable state 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. 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, 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 OFLUBILITYAND 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 H, 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. COPYRIGHTACT
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 anyway 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' Compensation 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 term of this
Agreement, Hired and Non -Ownership Motor Vehicle Bodily Injury and Property Damage Insurance
in an amount not less than $1,000,000 for injuries, including accidental death, to each person; and,
subject to the same limit for each person, in an amount not less than $1,000,000 for each accident; and
in an amount not less than $1,000,000 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.
14.0 DISPUTE RESOLUTIONBYARBITRATION
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 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 a good -faith 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
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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.
15. 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 11, 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 thirty (30) 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.
15.4 Upon termination, 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 PATENTAND TRADEMARK INDEMNIFICATION
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
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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 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.
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 parries 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 Washington 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 two (2) years after the cause of action has
accrued.
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 Notwithstanding anything contained herein to the contrary, these terms and conditions may be
extended to other public entities for 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 for
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
Performance Bond on this project. Should Customer elect to obtain said Performance Bond, New
World will provide a Performance Bond for the one-time project cost listed 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 Performance Bond when invoiced.
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EXHIBIT AA
TOTAL COST SUMMARY AND PAYMENT SCHEDULE
L Total Cost Summary: Licensed Standard Software, Implementation Services, And Third Party Products
DESCRIPTION OF COST COST
A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $142,000
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. OTHER IMPLEMENTATION SERVICES as further described in Exhibit B
5. CUSTOM SOFTWARE/MODIFICATION SERVICES as further described in Exhibit G
C. THIRD PARTY PRODUCTS AND SERVICES 24,150
1. THIRD PARTY PRODUCTS AND SERVICES as further described in Appendix 1
D. PERFORMANCE BOND AND OTHER COSTS (ESCROW) 6,400
ONE TIME PROJECT COST:
E. TRAVEL EXPENSES (Estimate) — billed as incurred $10,500
F. STANDARD SOFTWARE MAINTENANCE SERVICES — the services are further detailed in Exhibit C.
PRICING ASSUMES CONTRACT EXECUTION BYMAR CH 25, 2011.
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Exhibit AA / COST SUMMARY AND PAYMENT SCHEDULE
II. Payments for Licensed Standard Software, Implementation Services, and Third Party Products
DESCRIPTION OF PAYMENT
A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A
1. Amount invoiced upon Effective Date (50%) $71,000
2. Amount invoiced upon delivery of each Licensed Standard 71,000
Software (50%)
B. IMPLEMENTATION SERVICES
1. Amount invoiced upon the Effective Date $62,750
2. Amount invoiced on June 15, 2011 62,750
C. THIRD PARTY PRODUCTS AND SERVICES
1. Amount invoiced upon the Effective Date (100% -57-") $24,150
D. PERFORMANCE BOND AND OTHER COSTS
1. Performance Bond — invoiced upon Customer's approval as $3,400
Described in Section 18.9
2. Escrow One-time set-up fee — invoiced upon Effective Date 3,000
ONE TIME PAYMENTS:
PAYMENT
$142,000
125,500
24,150
6,400
E. TRAVEL EXPENSES (Estimate) $10,500*
(These expenses are billed as incurred)
1. 7 trips are anticipated.
2. Travel Time for the estimated 7 trips is not included in this estimate and will be billed as incurred.
*Estimate
Agreement 021111 JeffCom.doe
CONFIDENTIAL
Page 10 of 31
Jefferson Co. 911, WA
Exhibit AA / 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 Effective Date $1,000
Subsequent year's Annual Administrative Fees will not increase more
than 5% over the previous year's Fee.
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE.
Billings are applied ratably to each deliverable included under the total one-time cost. If any deliverable is subject
to sales tam the tax will be calculated and added as applicable to each billing.
CONFIDENTIAL
Agreement 021111 JeffCom.doc Page 11 of 31 Jefferson Co. 911, WA
EXHIBIT A
LICENSED STANDARD SOFTWARE AND FEES
License Fee for Licensed Standard Software And Documentation Selected By Customer:
Application Package 1,2,3,4
CAD
1. Aegis/MSP Combined LE/Fire/EMS 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 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 Dispatch 5
- CAD Mapping
- Data Analysis/Crime Mapping/Management Reporting 6
- Service Vehicle Rotation (Wrecker, Ambulance)
3. Aegis/MSP Third Party CAD Interface Software 5
- New World CAD to New World CAD Interface
- CAD Pager Interface
Supports SNPP, SMTP, Standard TAP, Zetron 2200, Pagemaster 4
- E-911 Interface 7
- Aegis/MSP State/NCIC Interface
Includes 12 - 15 screens
- On -Line CAD Interface to State/NCIC'
Cost
(Workstations included in
CAD Base - 6)
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Agreement 021111 JeffCom.doc Page 12 of 31 Jefferson Co. 911, WA
Exhibit A / LICENSED STANDARD SOFTWARE AND FEES
4. Additional CAD Workstations
- 5 view/inquiry workstations
AEGIS LINK SOFTWARE
5. Web Consolidated Search
- Web Query
- Data Connector to each additional NWS Database
(Clallam County)
6. Web Applications
- Web Briefing Notes (includes BOLOs)
- Web CAD Monitor
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Agreement 021111 JeffCom.doc Page 13 of 31 Jefferson Co. 911, WA
Exhibit A / LICENSED STANDARD SOFTWARE AND FEES
ENDNOTES
' Personal Computers must meet the minimum hardware requirements for New World Systems' MSP
product. Microsoft Windows XP or later is required for all client machines. Windows 200312008Server
and SQL Server 200512008 are required for the Application and Database Server(s).
2 New World Systems' MSP product requires Microsoft Windows 200312008 Server and SQL Server
200512008 including required Client Access Licenses (CALs) for applicable Microsoft products. Servers
must meet minimum hardware requirements provided by New World Systems.
3 New World Systems' MSP product requires Microsoft Excel or Windows Search 4.0 for document
searching functionality; Microsoft Word is required on the application server for report formatting.
4 New World recommends a 10011000MB (GB) Ethernet network for the local area network. Wide area
network requirements vary based on system configuration, New World will provide further consultation
for this environment.
5 Does not include any required 3rd parry hardware or software unless specified in Appendix 1 of this
Agreement. Customer is responsible for any 3rd party support.
6 Application may require a separate Server.
7 Requires Lantronix USC 1100 included in Section C of this proposal.
8 Customer is responsible for obtaining the necessary State approval and any non -New World hardware and
software.
9 Prices assume that all software is licensed.
10 Any taxes orfees imposed are the responsibility of the purchaser and will be remitted when imposed.
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Agreement 021111 JeffCom.doc Page 14 of 31 Jefferson Co. 911, WA
EXHIBIT B
PROJECT MANAGEMENT, IMPLEMENTATION AND
TRAINING SUPPORT SERVICES
1. Project Management 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.
The implementation services fees described in Exhibit AA include Project Management fees for a period up to 10
months after the Effective Date.
2. Pre -Configured Aegis Licensed Standard Software:
This Agreement is based on installing pre -configured Licensed Standard Software from Exhibit A with a pre-
configured implementation plan for 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 will increase.
Implementation and Training Support 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, up to 200 hours of New World implementation and training support services have
been allocated for this project. Excess hours requested shall be billed at the Hourly Rate. 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. The recommended implementation and training
support services include:
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Agreement 021111 JeffCom.doe Page 15 of 31 Jefferson Co. 911, WA
Exhibit B / 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 for 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 performed in Troy).
4. Interface Installation Service
New World shall provide interface installation services as described in this paragraph below. These services do not
include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever
possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on-site
installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The
services include the following interfaces.
a) Operating System Assurance
b) New World CAD to New World CAD Interface
c) CAD Pager Interface
d) 911 Interface
e) State/NCIC
f) On -Line CAD Interface to State/NCIC
g) Web Query
h) Data Connector to one New World Database
i) Web CAD Monitor
j) Web Briefing Notes (includes BOLOs)
k) Geo -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 minimum
will be required to provide an accurate street centerline layer and the appropriate polygon layers needed for Unit
Recommendations and Run Cards in an industry standard ESRI file format (Personal Geodatabase, File
Geodatabase, Shape Files). Customer is responsible for having clearly defined boundaries for Police Beats, EMS
Districts and Fire Quadrants. If necessary New World will assist Customer in creating the necessary polygon layers
(Police Beats, EMS Districts and Fire Quadrants) for Unit Recommendations and Run Cards. New World is not
responsible for the accuracy of or any ongoing maintenance of the GIS data used within the Licensed Aegis
Software.
5. Hardware Quality Assurance Service
New World shall provide Hardware Systems Assurance of Customer's Aegis/MSP server(s). These services do
not include hardware and/or third party product costs which shall be Customer's responsibility, if required.
Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on-
site installation is required, Customer will be responsible for the actual travel expenses and time.
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Agreement 021111 JeffCom.doe Page 16 of 31 Jefferson Co. 911, WA
Exhibit B / 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 for Electronic Customer Support (i.e. NetMeeting)
- Tune System Performance Including Operating System and SQL Resources
- Test High Availability/Disaster Recovery Scenarios (if applicable)
- Provide Basic System Administrator Training and Knowledge Transfer
- Document Installation Process and System Configuration
6. 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 and will be
provided at the Hourly Rate).
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Agreement 021111 JeffCom.doc Page 17 of 31 Jefferson Co. 911, WA
EXHIBIT C
STANDARD SOFTWARE MAINTENANCE AGREEMENT (SSMA)
This Standard Software Maintenance Agreement (SSMA) between New World and Customer sets forth the
standard software maintenance support services provided by New World.
1. SSMA Period
This SSMA shall remain in effect for a term of five (5) years (the SSMA term) beginning on the delivery of
Licensed Standard Software ("Start Date") and ending on the same calendar date at the conclusion of the SSMA
term. New World shall provide Customer no -charge SSMA for a period of 365 days from the Start Date.
2. Services Included
New World shall provide the following 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 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.
f) Emergency 24-hour per day telephone support, for Aegis CAD only, 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 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 Customer by electronic means.
Additional support services are available as requested by Customer at the Hourly Rate.
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 Hourly Rate.
4. Billing
Maintenance costs will be billed annually.
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Agreement 021111 JeffCom.doc Page 18 of 31 Jefferson Co. 911, WA
Exhibit C / STANDARD SOFTWARE MAINTENANCE AGREEMENT
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 SSMA term, if Customer believes that the Licensed Standard Software does not conform to
the warranties provided under this Agreement, 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. 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 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 Packages Covered for MSP Servers
New World agrees to provide software maintenance at the costs listed below for the New World Licensed Standard
Software packages described in Exhibit A.
Annual Maintenance Cost
Year 1
No charge
Year 2
$29,880
Year 3
31,540
Year 4
33,200
Year 5
34,860
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Agreement 021111 JeffCom.doc Page 19 of 31 Jefferson Co. 911, WA
EXHIBIT D
NEW WORLD SYSTEMS CORPORATION
NON -DISCLOSURE AND SECURITY AGREEMENT FOR THIl2D 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: Jefferson County 911
Customer Name
Authorized Signature of Customer:
Name (Please Print or Type)
Title
Located At: 81 Elkins Road
Port Hadlock, WA 98339
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:
1. 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)
Individual:
By:
Title:
Date:
Accepted and Approved by New World Systems Corp.
By:
Title:
Date:
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Agreement 021111 JeffCom.doc Page 20 of 31 Jefferson Co. 911, WA
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.
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EXHIBIT F
Intentionally Left Blank
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Agreement 021111 JeffCom.doc Page 22 of 31 Jefferson Co. 911, WA
EXHIBIT G
CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR
CUSTOM SOFTWARE
1. Definition of Project
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.
An analysis and assessment to verify the scope of effort for the project will be conducted. A revised estimate for the
modifications/interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel or
proceed with the modifications/interfaces based on the revised estimate.
Capabilities included in the initial scope:
a) Custom Software/Interfaces
With New World providing consultation, Customer is responsible for obtaining technical
contacts and/or technical specifications from the third parties involved.
(1) CAD export of cleared call information to PS.NET RMS:
New World will provide a one-way export of CAD call for service information in XML
format for import by Executive Information Services, Inc.
(2) CAD export of cleared call information to Positron RMS:
New World will provide a one-way export of CAD call for service information in XML
format for import by Positron RMS.
(3) CAD export of cleared call information to Reporting Systems FRMS:
New World will provide a one-way export of CAD call for service information in XML
format for import by Emergency Reporting Systems FRMS.
2. Methodology 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 Requirements Document (RD) to include:
• Detailed description of the required feature
• menu samples
• screen samples
• report samples
(3) Programming and programming test.
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Agreement 021111 JeffCom.doc Page 23 of 31 Jefferson Co. 911, WA
Exhibit G / CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS /
MODIFICATIONS AND / OR CUSTOM SOFTWARE
(4) On-site training, testing and/or other support services at the Hourly Rate.
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 a pre -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
Activi
Targeted Time Period
(1) Complete Design Review with Customer Staff. Customer To be determined
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.
(2) New World submits completed RD to Customer.
(3) RD is accepted and signed off by Customer (no 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 RD and provides
modified software to Customer.
(5) Software Modification Acceptance Test based on RD.
c) Customer's Responsibility
To be determined
To be determined
To be determined
To be determined
All Customer requested changes after RD 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.
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Agreement 021111 JeffCom.doc Page 24 of 31 Jefferson Co. 911, WA
Name
CAD export of cleared call information to PS.NET RMS
Short Description of
New World will provide a one-way export of CAD call for service information
Interface or Custom
in XML format for import by Executive Information Services, Inc.
Modification
Data Source
New World CAD application
Target
Executive Information Services — PS.NET RNS
Interface Direction
One Way Export
NWS Interface
Custom Interface — not previously developed
External System
What are we connecting to?
Interface
Detailed Description
New World will provide a one way export of CAD call information in XML
format to a shared network resource for 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 information and times as well as call narrative.
Protocol/Transport
LAN based file export
Data Formats
XML
Yd Party
PS.NET RMS must import this file to create the appropriate event in their
Requirements
system.
NWS Tasks
• Work with agency to define scope and functionality of interface
• Develop functional specification for approval
• Provide documentation on export schema and sample XML file
• Install, configure, and test interface
Customer Tasks
• Work with NWS to define scope and functionality of interface
• Customer responsible for obtaining technical specifications and any
necessary 3rd party technical contacts
• Have resource available to review and approve interface design
• Have resources available to assist in installation, configuration, and
testing of interface. Personnel assigned should be familiar with the
external system
• Customer must ensure 3rd party vendor provides a mechanism for
importing the CAD call for service export
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Agreement 021111 JeffCom.doc Page 25 of 31 Jefferson Co. 911, WA
Name
CAD export of cleared call information to Positron RMS
Short Description of
New World will provide a one-way export of CAD call for service information
Interface or Custom
in XML format for import by Positron RMS
Modification
Data Source
New World CAD application
Target
Positron RMS
Interface Direction
One Way Export
NWS Interface
Custom Interface — not previously developed
External System
What are we connecting to?
Interface
Detailed Description
New World will provide a one way export of CAD call information in XML
format to a shared network resource for 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 information and times as well as call narrative.
Protocol/Transport
LAN based file export
Data Formats
XML
3` Party
Positron must import this file to create the appropriate event in their system.
Requirements
NWS Tasks
• Work with agency to define scope and functionality of interface
• Develop functional specification for approval
• Provide documentation on export schema and sample XML file
• Install, configure, and test interface
Customer Tasks
• Work with NWS to define scope and functionality of interface
• Customer responsible for obtaining technical specifications and any
necessary 3`d party technical contacts
• Have resource available to review and approve interface design
• Have resources available to assist in installation, configuration, and
testing of interface. Personnel assigned should be familiar with the
external system
• Customer must ensure 3`d party vendor provides a mechanism for
importing the CAD call for service export
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Agreement 021111 JeffCom.doc Page 26 of 31 Jefferson Co. 911, WA
Name
CAD export of cleared call information to Reporting Systems FRMS
Short Description of
New World will provide a one-way export of CAD call for service information
Interface or Custom
in XML format for import by Emergency Reporting Systems FRMS.
Modification
Data Source
New World CAD application
Target
FRMS
Interface Direction
One Way Export
NWS Interface
Custom Interface — not previously developed
External System
What are we connecting to?
Interface
Detailed Description
New World will provide a one way export of CAD call information in XML
format to a shared network resource for 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 status information and times as well as call
narrative.
Protocol/Transport
LAN based file export
Data Formats
XML
Yd Party
Positron must import this file to create the appropriate event in their system.
Requirements
NWS Tasks
• Work with agency to define scope and functionality of interface
• Develop functional specification for approval
• Provide documentation on export schema and sample XML file
• Install, configure, and test interface
Customer Tasks
• Work with NWS to define scope and functionality of interface
• Customer responsible for obtaining technical specifications and any
necessary Yd party technical contacts
• Have resource available to review and approve interface design
• Have resources available to assist in installation, configuration, and
testing of interface. Personnel assigned should be familiar with the
external system
• Customer must ensure 3'd party vendor provides a mechanism for
importing the CAD call for service export
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Agreement 021111 JeffCom.doc Page 27 of 31 Jefferson Co. 911, WA
EXHIBIT H
ESCROW OF SOFTWARE SOURCE CODE
So long as Customer pays the applicable fees as described in Exhibit AA, 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").
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 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 11 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.
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Agreement 021111 JeffCom.doc Page 28 of 31 Jefferson Co. 911, WA
New World Systc>ni
/he I'trl>lnc.NoIt,I, 3llrrarc t`onlp(vlI
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 Elkins Road
Port Hadlock, WA 98339
The payments for Appendix 1 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 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. Travel Expenses incurred by New World are in
addition to the Exhibit 1 cost and will be billed weekly as incurred.
The Exhibit 1 components and cost may only 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 1 products without Customer's authorized signature on said Agreements. Customer
shall receive the benefit of all warranties, services, etc. provided for in the Agreements.
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Agreement 021111 JeffCom.doc Page 29 of 31 Jefferson Co. 911, WA
EXHIBIT 1
CONFIGURATION
1. THIRD PARTY PRODUCTS AND SERVICES
THIRD PARTY SOFTWARE
a. Embedded Third Party Software
(includes all Third Party executable components)
b. GIS Software
CAD
- CAD Workstations using ArcGIS Engine Runtime
(11 workstations)
Geo -File Maintenance Software (ESR1 ArcEditor)
- per workstation
THIRD PARTY HARDWARE
c. Hardware, System Software & Services
Lantronix UDS -1100 (1 unit)
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Agreement 021111 JeffCom.doc Page 30 of 31 Jefferson Co. 911, WA
ESRI Notes
1) Customer will restrict use of the ESRI Software to executable code (used with the Aegis Licensed
Standard Software).
2) 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.
3) 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.
4) 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.
5) 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.
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 indirectly, in violation of
United States law.
7) Customer will prohibit the removal or obscuring 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 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.
10) The on-going New World SSMA cost is required for any Aegis software changes related to integration with
ESRI software.
11) If a new release of ESRI software 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.
CONFIDENTIAL
Agreement 021111 JeffCom.doc Page 31 of 31 Jefferson Co. 911, WA
CONTRACT REVIEW FORM
CONTRACT WITH: New World Systems
CONTRACT FOR: Software License and Services TERM:
COUNTY DEPARTMENT: JeffCom
For More Information Contact: Janet Silvus
Contact Phone #: X788
RETURN TO: Heather BOCC RETURN BY: ASAP
(Person in Department) (Date)
AMOUNT:
Revenue:
Expenditure:
Matching Funds Required:
Sources(s) of Matching Funds
Step 1: REVIEW BY
Review by:
Date Reviewed:
APPROVED FORM "`
Comments 1*
ls� �"� rt.—✓ray
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PROCESS: Exempt from Bid Process
Consultant Selection Process
X Cooperative Purchase
Competitive Sealed Bid
Small Works Roster
Vendor List Bid
RFP or RFQ
Other
J Returned for revision (See Comments)
r -
Step 2: REVIEW BY PROSECUTINC4TTORNE
Review by: M—Af-e-ZJ Aj" 9 ,
Date Reviewed: 3
APPROVED AS TO FORM Retufne6 for revision (See Comments)
Comments
Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO
RISK MANAGEMENT AND PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF
ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit originals and 9 copies of Contract, Review Form, and Agenda Bill to BOCC Office.
Place "Sign Here" markers on all places the BOCC needs to sign.
MUST be in BOCC Office by 5 p.m. TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)