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HomeMy WebLinkAboutReso 91-008 - Approve new world systems corp software license agreement for IBM AS/400 between COR & New World Systems Corp, r RESOLUTION NO. 1 i i A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE NEW WORLD SYSTEMS CORPORATION SOFTWARE LICENSE AGREEMENT FOR IBM AS/400 BETWEEN THE CITY OF REDDING AND NEW WORLD SYSTEMS CORPORATION, AND AUTHORIZING THE MAYOR TO SIGN SAME. j BE IT RESOLVED by the City Council of the City of Redding as follows: 1. That the City Council of the City of Redding hereby approves the attached New World Systems Corporation Software License Agreement for IBM AS/400 between the City of Redding and New World Systems Corporation; and 2. That the Mayor of the City of Redding is hereby authorized and directed to sign all necessary documents on behalf of the City of Redding, and the City Clerk is hereby authorized and directed to attest the signature of the Mayor and to impress the official seal of the City of Redding on the aforesaid Agreement, when appropriate. 3 . That a true copy of said Agreement is attached hereto and incorporated herein by reference. i I HEREBY CERTIFY that the foregoing Resolution was intro- duced and read at a regular meeting of the City Council of the City of Redding on the 2nd day of January 1991 , and was duly 1 adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Arness, Dahl , Fulton, Moss & Buffum NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None 1 i ANCY FUM, Wor City 9 Redding I ATTEST: FORM PROVED: ET NI HOL City Cler R DALL A. , AY City Attorney k- `1 - �S' NE&ORLD SYSTEMS CORPORATION SOFTWARE LICENSE AGREEMENT FOR IBM AS/400 THE ATTACHED EXHIBITS ARE TO BE USED TO LICENSE SOFTWARE PACKAGES AND PURCHASE SUPPORT SERVICES j FROM NEW WORLD SYSTEMS. 1 . EXHIBIT A — STANDARD GOVERNMENT SOFTWARE PACKAGES 2 . EXHIBIT B — SUPPORT SERVICES AND FEES AUTHORIZATION 3 . EXHIBIT C — STANDARD SOFTWARE MAINTENANCE AGREEMENT 4 . EXHIBIT D — GENERAL TERMS AND CONDITIONS COVERING SOFTWARE AND SERVICES 5 . EXHIBIT E — CUSTOMER REQUESTED SOFTWARE MODIFICATIONS AND ENHANCEMENTS 6 . EXHIBIT F — GENERAL IMPLEMENTATION PLAN 7. EXHIBIT G — NON—DISCLOSURE AGREEMENT I a APPROVED: CITY OF REDDING, CALIFORNIA Name: 1 Title: 1 Signature: Date: APPROVED: NEW WORLD SYSTEMS CORPORATION Name: Larry D. Leinweber i Title: President Signature: Date: 12-20-90 CONFIDENTIAL r a EXHIBIT A STANDARD SOFTWARE PACKAGES TO: NEW WORLD SYSTEMS CORPORATION (NWS) FROM: CITY OF REDDING, CALIFORNIA (CUSTOMER) CONCERNING: LICENSING AND INSTALLATION OF APPLICATION SOFTWARE FOR AN IBM AS/400 MODEL 45 USED AS A PRIMARY SYSTEM, WITH A SECOND AS/400 PROCESSOR USED FOR .REDUNDANT PROCESSING AND/OR TESTING OF THE SOFTWARE A. Standard Software Packages Please consider this your authorization to plan the installation of the government application software packages checked below. MODEL 45 APPLICATION COST MONTH/YEAR REQUESTED I A. County Sheriff System 1 . County Sheriff System $58,000 When equipment avail. j (multi jurisdiction) - Incident Tracking Module - Case Processing Module - Arrest Module - Property Module - Personnel/Education Module - Computer Aided Investigations Module - UCR (Federal Requirements) Module - Wants and Warrants Module - Traffic Tickets and Citations Module - Accidents Module ' - Business Registry Module 2. Police Computer Aided Dispatch Software When equipment avail. (multi jurisdiction) - Unit Status Monitors - Geo-File Verification - House Watches Module 3 . Jail Information and Management Software When equipment avail. I B. Fire/EMS CAD Modules 24,000 When equipment avail. - Unit Status Monitors - Geo-File Verification CONFIDENTIAL i EXHIBIT A S Page, 2 APPLICATION COST MONTH/YEAR REQUESTED C. Other Police Software 1 . Additional Police Records 47 , 000 When equipment avail. Modules - Field Investigations Module - Gun Permits Module - Case Management Module - Alarms Tracking and Billing Module - Pawn Shops Module - Civil Processing Module - Geo-File Verification Module ' - Bicycles Module - Index Cards Module - Officer Activity Reporting and Scheduling Module - Career Criminal Apprehension Module 2 . Additional Police Computer 7, 200 When equipment avail. Aided Dispatch Modules - E-911 Interface 3 . Stand-Alone State/NCIC 10,000 When equipment avail. Interface i 1 j SOFTWARE COST: $146,200 1 SOURCE CODE ( 10%) 14, 620 TOTAL COST: $160,820* THE ABOVE PACKAGE COSTS ARE VALID THROUGH JANUARY 10, 1991 * The published list price for this software on an AS/400 Model 45 on 12-15-90 is $196,130. i CONFIDENTIAL 1 EXHIBIT A Page, 3 i B. Payments on Standard Software I - DOWNPAYMENT $ 64, 328 ( 40% of Exhibit A Cost - Invoiced upon receipt of signed Licensing Agreement) - INSTALLATION PAYMENT $ 80, 410 I ( 50% of Exhibit A Cost - Invoiced upon installation of each software package on your computer, normally within 15 days from equipment availability) I FINAL PAYMENT $ 16,082 ( 10% of Exhibit A Cost - Invoiced 90 days after installation of each software package) ; j - STANDARD SOFTWARE PAYMENTS DUE $160,820 NOTE: ALL PAYMENTS ARE DUE WITHIN TEN DAYS FROM RECEIPT OF INVOICE. i i I i i I 1 I CONFIDENTIAL i I I i EXHIBIT B SUPPORT SERVICES AND FEES AUTHORIZATION 1 . Hours of Assistance Required We recommend allocating adequate support hours per application on standard software packages to provide: - Installation of Standard Software - User Education and Training - Project Mangement Assistance + Other Technical assistance may be required including: I - Modifications to Standard Software - Custom Design and Programming - File Conversion Assistance I� - Consultation of Customer Technical Staff i Based on the standard software licensed on Exhibit A, we suggest that 600 hours of support services be scheduled. Actual usage may be higher or lower based on Customer's use of support. Avoiding or minimizing custom or modified features is " beneficial. NWS has estimated the allocation of the 600 hours as follows: + - Installation of Software @ 10 hours - User Education and Training @ 340 hours - Project Management Assistance @ 100 hours - Modifications and Custom Design - see Exhibit E -- File Conversion Assistance @ 100 hours - Consultation of Customer Technical Staff @ 50 hours 2 . Service Fees Estimate The above hours and any additional support services are available at the rate of $ 65. 00 per hour. This rate is protected for one year from the date NWS signs this Agreement. Based on the hours listed above, the support service cost is ' estimated at $ 39,000 *Plus travel at actual cost divided proportionately between Customers visited on a trip. 3 . Use of Time i The above time will be largely spent on Customer premises. Employee travel time billed to Customer may not exceed 4 hours per employee visit. Travel time in excess of 4 hours per employee visit will not be billed to Customer. If substantial modifications, custom software, or file conversion work is requested, NWS may schedule employees to perform this type of work at NWS facilities. This is to enhance employee productivity and to save travel time and cost. Customer shall be notified in advance should this occur. i CONFIDENTIAL EXHIBIT B Page. 2 4. Payments for Services and Travel Costs All hours for services and travel costs will be billed weekly for the previous calendar week. Payments are due within fifteen ( 15 ) days from receipt of invoice. l i i i a 1 1 i 1 1 i CONFIDENTIAL i EXHIBIT C A STANDARD SOFTWARE MAINTENANCE AGREEMENT 1 . Service Period This maintenance agreement between New World Systems (NWS) and CITY OF REDDING, CALIFORNIA (Customer) addresses the standard software maintenance and other support services provided by NWS. This agreement will remain in effect for a period of five ( 5 ) years beginning 90 days after software installation (start date) to five i ( 5) years after the start date. 2 . Services Included The following services or features are included or available in the standard software maintenance agreement: 1 (a) new releases of standard software including enhancements. Previous releases are supported no longer than nine ( 9) months after a new release is announced by NWS. (b) program updates for problems or malfunctions to standard software only (temporary fixes) . (c) updates to standard software user documentation. (d) reasonable telephone support for standard software on Monday through Friday from 8 : 00 a.m. to 7: 00 p.m. (Eastern Time Zone) using the NWS 1-800 number provided; or by calling the NWS support office in California. During the Exhibit F Implementation Plan period, Customer shall also be provided with 24 hour emergency contact only phone numbers. i (e) participation in user group meetings. i (f) additional support services are available as requested by Customer using (then) current hourly rates. Exhibit B has a description of support services. Custom software and modified software is supported using Exhibit B services 1 and fees. r (g) Exhibit E software and/or subsequent software enhancements or modifications performed by NWS shall be maintained in a separate software Change Library. The documentation of the contents of the Change Library shall be a joint responsibility of NWS and Customer. As new releases and/or other updates of standard software are provided by NWS to Customer, Customer shall test the new releases along with the contents of the Change Library to ensure that they are working together correctly. If requested by Customer, NWS will provide additional support to test and/or modify programs in the Change Library. The additional support will be provided using Exhibit B services and fees. CONFIDENTIAL EXHIBIT C i Page 2 (h) Exhibit E software and/or subsequent enhancement or modifications performed by NWS shall have a 90 day correction period (at no charge) following their installation on Customer' s system. After 90 days, software correction is provided using Exhibit B services and fees. See sections (a) and (b) from paragraph 3 of Exhibit D for the procedure to document and review Customer ' s requests for software correction on Exhibit E 3 items. CUSTOMERS SHOULD BE AWARE THAT IF THEY HAVE REQUESTED CHANGES TO i STANDARD SOFTWARE, THAT THESE CHANGES (NO MATTER WHO MAKES THE CHANGES) MAY MAKE THEIR STANDARD SOFTWARE MORE DIFFICULT TO MAINTAIN. ADDITIONAL HOURLY SUPPORT CHARGES MAY BE INCURRED IF NWS HAS TO PERFORM ADDITIONAL WORK TO MAINTAIN STANDARD SOFTWARE THAT HAS j ANY CHANGES OR MODIFICATIONS REQUESTED BY CUSTOMER. Items (a) , (b) and (c) above will be distributed to Customer on magnetic media as appropriate. Customer is to return the magnetic media sent by NWS. If used, additional support services (see Exhibit B) will be billed at (then) current hourly rates. Travel expenses are billed at actual cost. 3 . Software Packages Covered For IBM AS/400 Model 45 NWS agrees to provide software maintenance for the following NWS standard software packages in use at Customer' s location: Annual Application/Module List Cost Maintenance Cost ( 5-Year Plan) 1. Police Records Software (11 Modules) 2. Police Computer Aided Dispatch Software (3 Modules) J 3 . Jail Information and Management System 4. Fire/EMS Computer Aided Dispatch Software (2 modules) ' 5. Additional Police Records Software (11 Modules) 6. Additional Police Computer Aided Dispatch Software ( 1 Module) 7 . Stand-Alone State/NCIC Interface 8. Source Code TOTAL: $160 ,820 $ 24,123 CONFIDENTIAL EXHIBIT C Page 3 4 . Billing The total annual maintenance cost will be billed annually as follows. This cost includes items 2a, 2b, 2c, 2d, and 2e from the previous page. For Period Annual , Selected Amount Billed Billing Date F First day of the month on the third month 5 Year Plan $ 24,123 following software installation and j annually thereafter. ' If used, support service hours (and travel costs) will be billed weekly for the previous calendar week. All invoices are due fifteen ( 15) days from receipt of invoice. i 5. Additions of Software to Maintenance Agreement Additional standard software modules licensed from NWS will be added to the maintenance agreement as they are installed. Costs for the additional maintenance will be billed to Customer prorata for the remainder of the maintenance year and on a full year basis thereafter. i , i CONFIDENTIAL EXHIBIT D ' GENERAL TERMS AND CONDITIONS 1 . Personnel During the entire duration of this Agreement and for twelve (12) months thereafter, each party agrees not to solicit or hire current or former employees of the other without the other's prior written consent. ' NWS shall exercise its best efforts to furnish competent employees for fulfillment of these Agreement obligations. NWS shall require employees (when on customer's premises) to comply with all Customer's regulations and policies and shall promptly remove those . I who do not comply. Given adequate cause, NWS shall dismiss immediately from the project upon receipt of notification, employees who are unsatisfactory for the services to be performed hereunder. Such personnel shall be replaced with individuals satisfactory to Customer as soon as possible. 2 . Training and Installation Support Services At Customer's request, NWS shall (as described on Exhibit B) make available to Customer qualified representatives) who will provide training and other support services for each application licensed. The training and support services shall include software overviews and detail reviews by software module licensed. The parties shall mutually agree to the time for training and support services. 1 3 . Correction and Software Maintenance on Standard Software Packages For 90 days after the software installation, NWS provides program corrections and maintenance to standard software at no charge. As part of this Agreement, Customer is also obtaining a NWS Standard Software Maintenance Agreement (SSMA) . The SSMA provides a j continuation of standard software maintenance and other support services after the ninety (90) day period has passed. The SSMA (see Exhibit C) shall begin on the following date: 1 j - 90 days after the software is installed. I 1 The procedure for requesting standard software correction service will be as follows: a) Customer personnel will be required to document in writing (with examples) each feature and/or report they believe to be in error. All documentation will be forwarded to the Customer liaison for review and control. i CONFIDENTIAL N Page 2 b) The Customer liaison and a NWS Customer Support Manager will review as may be required the software correction requests. Invalid requests will not be serviced, valid requests will be serviced at no charge. Requests for features and/or reports that were not in the original software will be billed (if approved) to the Customer. A valid request will be: when a feature and/or report is not working as designed An invalid request will be: A ' - the feature and/or report is working as designed i - a new feature and/or report is requested V This correction procedure does not apply to the following: d - situations where the software (programs) has/have been changed by anyone other than NWS personnel. - situations where user operations error causes incorrect information or reports to be generated. 4 . Confidential Information d Subject to the requirements of the Freedom of Information Act 1 (FOIA) and/or any comparable state laws, each party shall treat as i confidential such information as the other may expressly designate as confidential. All Customer data in the AS/400 shall be considered confidential by NWS employees. In furtherance of this duty, each party shall treat the other's confidential information as it treats its own confidential information. Each party shall instruct its employees not to divulge such information to third parties without the consent of the other and shall take such measures as may be reasonably requested by the other to preserve the confidential nature of such designated information. In the event any information is provided under the FOIA, notice and copies of the information divulged must be sent to the other party. 5. Utilization of Software and Software Documentation a) General Provisions Both parties recognize that NWS owns all software licensed under this Agreement. Upon availability of equipment, NWS shall deliver to Customer one copy of the user manual and one J copy of the binary code of the software (in machine readable + form compatible with the system configuration selected - on storage media supplied by Customer) . For internal use only, additional copies of the user manual may be made by Customer; or until 12-31-91, NWS shall at Customer's option provide additional copies at a cost of $50 per manual. With the payment of licensing fees for source code, Customer shall have the right to use, enhance, or modify all software for Customer's own use as desired. CONFIDENTIAL Page 3 The Customer (both through his own employees and/or through other contractors/service organizations) agrees not to distribute copies of programs or documentation in any form, including magnetic media - to any parties, individuals, or organizations outside of Customer' s physical premises where Customer's computer is located. The effect of this provision is to provide Customer a single use license that is limited to the original (or upgraded model) IBM AS/400 processor (serial number) that is installed at the r Customer location; or a second AS/400 processor used for { redundant processing and testing as defined on Exhibit A. In the event of emergency processing needs caused by fire, flood, or power failure, etc. , Customer's employees shall be allowed to remove programs and/or documentation from Customer's physical premises. Customer shall also be allowed to keep a copy of programs and documentation off site, so long as they are locked in a secure location with access limited to Customer liaison person. The Customer agrees to provide for the enforcement of the above provisions by the appropriate use of Non-Disclosure Agreements that are to be reviewed with employees and/or contractors/service organization that have access to the programs and/or documentation. Third parties with access to the software are governed by Paragraph 13 of Exhibit D. Customer shall have a designated manager sign a Non-Disclosure on behalf of all Customer employees, and this individual shall review the Non-Disclosure form with all Customer employees having access to the programs or documentation. b) Software Upgrade Chartres on AS/400 Model Changes Customer will pay at the time of upgrade the difference between the published standard software charges for the present AS/400 model (see Exhibit A) and the published standard software charges for the upgraded AS/400 model. Software maintenance charges (see Exhibit C) will be increased on the next annual billing date after the upgrade occurs. Customer agrees to immediately notify NWS when AS/400 models will be upgraded and to pay promptly when invoiced. c) Usage of Non-Standard Software and Intellectual Property The license to use the programs or those portions of any programs which are developed by NWS specifically for the Customer is included in addition to the standard software license. NWS shall have the right to use any data processing ideas, techniques, concepts, and/or know-how acquired by it in i the performance of services under this Agreement for the advancement of its own technical expertise and the performance of other service agreements; and that NWS shall have, without restriction, the right to use all program, procedures, information, and techniques that are publicly available, CONFIDENTIAL i Page 4 obtained or obtainable from third parties and/or developed independently by NWS without specific reference to Customer's organization. Under no circumstances shall the Customer be allowed to sell, copy, . or distribute any programs or documentation developed for Customer by NWS - to any other computer users. d) Integration with U. S. Copyright Act In addition to all provisions and restrictions provided under this Agreement, Customer further agrees to be bound by and to i comply with any and all provisions of the U. S. Copyright Act. In the event any provision of the U. S. Copyright Act and a provision of this Agreement conflict, the more restrictive of the two applies. In the event it cannot be determined which is the more restrictive, then the provision within the Agreement applies. In the event of a termination of this Agreement by either party, the Terms and Conditions of this Paragraph shall remain in effect for both parties after the termination. 6 . Insurance Requirements NWS shall not commence work under this Agreement until it has i obtained the insurance required under this paragraph. a) Workers' Compensation Insurance. NWS shall procure and imaintain during the life of this contract, Workers' Compensation Insurance for all of its employees who engage in the work to be performed; and, in case any such work is sublet, if the contractor, shall require the subcontractor to provide similar insurance for all of the latter's employees who engage in the work. i b) Liability and Property Insurance - Comprehensive Form. NWS shall procure and maintain during the life of this contract, Liability and Property Damage Insurance in an amount not less than $500, 000 on account of each accident; and in an amount not less than $500, 000 for each accident for damage to property. c) Automobile Liability Insurance. NWS will procure and maintain during the life of this contract, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in an 'a amount not less than $300, 000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $300, 000 for each accident; and in an amount not less than $300, 000 on account for each accident for damage to property. CONFIDENTIAL I I Page 5 7 . Liabilities NWS is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. As f provided by law, each party shall be responsible for the acts of ' its employees. Each party shall be responsible for Workers' Compensation coverage for its own personnel. Each party shall indemnify and hold the + other harmless with respect to any claims or liabilities arising out of its own acts of omissions or those of its officers, employees, and/or agents. 8 . Disclaimer, Release and Limitation of Liabilities NWS specifically warrants that our standard software will perform as represented in user manuals (based on then current release of software) . THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF NWS AND THE RIGHTS ' AND REMEDIES OF CUSTOMER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE 1 AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND j RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS AND j LIABILITIES OF NWS NOT SPECIFICALLY WARRANTED HEREIN, TOGETHER WITH ALL RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST NWS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON- CONFORMANCE OR IMPERFECTION IN ANY SOFTWARE LICENSED HEREUNDER, INCLUDING BUT NOT LIMITED TO: a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; c) ANY OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMEDIES (i) FOR LOSS OF USE, REVENUE OR PROFIT; AND/OR (ii) FOR ANY OTHER DIRECT, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LIABILITY OF CUSTOMER TO THIRD PARTY. CUSTOMER'S DAMAGES RECOVERABLE HEREUNDER ARE LIMITED TO THE SOFTWARE COST LISTED ON EXHIBIT A. IN THE EVENT THAT, FOR WHATEVER 1 REASON, IT IS DETERMINED A LIMITATION OF REMEDY CONTAINED HEREIN, IF ANY, FAILS OF ITS ESSENTIAL PURPOSE, THEN THE PARTIES AGREE THAT THE EXCLUSION OF INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES IS STILL EFFECTIVE. IT IS AGREED THAT NWS MAKES ABSOLUTELY NO WARRANTY, UNDERTAKING OR REPRESENTATION OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT, AND THAT CUSTOMER IS NOT RELYING ON ANY OTHER REPRESENTATIONS OR STATEMENTS MADE BY OR ON BEHALF OF NWS. CONFIDENTIAL t Page 6 9 . Customer Responsibility The Customer will be responsible for direct payment to IBM or other parties for the purchase, lease, or rental of the equipment components of this service. The Customer must provide the management interface and support necessary to successfully complete the installation of software. ' This includes policy and procedure reviews, priority setting, and timely involvement in supporting change in an environment where systems are being restructured and the organization is being modified. Customer shall assign a responsible person to act as liaison between the Customer and NWS for the duration of the software installation. The person shall: (i) be responsible for obtaining responses to all of NWS's requests for information; (ii) have authority to sign for and obligate Customer to any changes relating to design, costs or delivery times; and (iii) have authority to sign acceptance test documents evidencing Customer's acceptance of each software deliverable pursuant to the provisions of the applicable systems test procedures specified in Paragraph 16. The Customer must provide timely participation in systems definition, detail design, and direction of user data collection i where appropriate. The Customer must approve the overall system design according to the implementation plan. The Customer must edit and control the master file data - this is required for accurate systems performance. The Customer must provide qualified personnel to learn the operations of the system(s) and to use the output from the applications to be implemented. Customer shall have appropriate personnel available for training at the times scheduled, upon reasonable notice. Customer shall make available at no charge to NWS adequate access to reasonable office and desk space for NWS employees. This Agreement for the license and installation of application software requires the cooperation of both NWS and the Customer. To the extent the Customer imposes additional requirements on NWS for services other than expressly provided for in this Agreement, NWS retains the right to make additional price adjustments and/or any other adjustments that may be necessitated. To the extent the Customer refuses to cooperate with NWS as provided for in this paragraph or elsewhere in this Agreement, NWS may, at its option, rightfully terminate this Agreement as provided for in Paragraph 14 , Termination. CONFIDENTIAL 1 S " Page 7 10 . Arbitration Except for matters which relate to Customer's failure to pay promptly, or matters which are enforceable by injunction and/or other equitable remedies, or are related to the employee, confidentiality and/or non-disclosure paragraphs (paragraphs 1, 2 , 5, and 13 of Exhibit D) any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled in arbitration in accordance with the rules then prevailing of the American Arbitration Association. Judgment upon any award rendered by the arbitrator (s) may be entered in any court having jurisdiction thereof. As a condition precedent to arbitration, the parties agree that before beginning an arbitration preceding, the management of both parties shall have met at least two times in face-to-face meetings in an effort to resolve any dispute or controversy through normal business management practices. A minimum of one meeting shall take place at each party's offices or other mutually agreeable location. J 11. Patents and Trademark Indemnification NWS agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses resulting from any alleged infringement or any patent or copyright arising from the sale of software pursuant to this Agreement and covenants that NWS will, defend or assist in the defense of any alleged infringement of any patent or copyrights provided that the Customer notifies NWS in writing of such allegation within (30) days of the date upon which the Customer first receives notice thereof. Failure of the Customer to give such notice shall relieve NWS of all obligations to indemnify the Customer under this paragraph. 12 . Billing The Exhibit(s) or Letter describing Fees explains how Fees will be allocated. Payment shall be due as defined in the Exhibit(s) or letter. NWS shall have the right to add a service charge of 1. 5% per month on past due amounts. Customer agrees to pay service charges applied to such amounts. 13 . Non-disclosure and Security Agreement on Software a) Except as provided in this Agreement, no unauthorized copies - in any form - will be made of New World Systems property, i including the following: - Program libraries, whether source or object - Operating control language - Test Data or sample files - Program Listings - Record Layouts - All written documentation, such as user manuals and/or systems manuals. CONFIDENTIAL iPage 8 This Agreement provides for copies of software and documentation for use on two processors - see Exhibit A. Other than for redundant processing and/or testing on the two processors, the only authorized copies allowed for this Agreement are copies to be used for backup - which may be stored offsite if kept in a locked area that has restricted access. All other copies are unauthorized unless the Customer receives written permission from New World prior to copying. b) No use of the programs or documentation (noted above) will be allowed other than processing the records of the police, fire, and EMS agencies resident in Shasta County, California. c) A failure by Customer (or third parties with access to the software) to comply with the above restrictions will allow NWS to recover monetary damages of no less than three times the original license cost of the software, plus any other legal remedies available to NWS. 1 d) Customer agrees that third parties with access to the software will be required to sign a Non-disclosure Agreement that includes all of the terms in this Paragraph 13 . Customer must obtain and provide NWS a signed Non-Disclosure Agreement from i any third party before the third party is given access to the software. In the event of a termination of this agreement by either party, the Terms and Conditions of this Paragraph shall remain in effect for both parties after the termination. 14 . Termination a) Termination - By Customer In the event NWS does not satisfactorily complete the installation of software in accordance with the terms of this Agreement, Customer may at its option notify NWS of Customer's intention to cancel or terminate this Agreement at any time upon written notice to NWS. Such notice shall provide a detailed documentation and definition (with examples) of any deficiencies claimed. NWS shall have ninety (90) days from receipt of said notice to correct deficiency in order to satisfy the terms of this Agreement. Customer agrees to cooperate with NWS at all times and shall use best efforts to apply sound management practices to the resolution of any claimed deficiencies - including reassignment of personnel by both parties if necessary to improve working relationships. b) Termination - By NWS NWS shall be allowed to terminate this Agreement for either of the following reasons: (i) Failure of Customer to make prompt payments for software installed and/or installed and accepted. CONFIDENTIAL i Page 9 { (ii) Failure of Customer to fulfill his responsibilities as outlined in Exhibit D, paragraph 9 , of this Agreement. Except for Customer's failure to make prompt payments, NWS 1 shall not be allowed to terminate during the first 180 days of this Agreement. After 180 days, NWS may, for the reasons stated above at its option, notify Customer of NWS's intention to cancel or terminate this Agreement upon written notice to Customer. Such notice shall provide a detailed documentation and definition of any deficiencies claimed. Customer shall have ninety (90) days from receipt of said notice to correct deficiencies that are related to Exhibit D, paragraph 9, ' responsibilities - and Customer shall have ten (10) days from receipt of said notice to correct deficiencies that are related to failure to make prompt payment. I In the event of termination by either party, NWS shall continue to j provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges as provided in Exhibits A, B, C, and E. 15. Notices Notices to Customer shall be deemed effective when sent by Registered or Certified U. S. Mail to the business address of the Customer. Notices to NWS shall be deemed effective when sent by registered or certified U.S. Mail to the following address: New World Systems Corporation 3270 West Big Beaver, Suite 300 Troy, Michigan 48084 Attention: President 16 . Software Acceptance Tests i Successful systems performance will be determined by either of the following acceptance criteria: Acceptance Criteria 1 (This test may be used twice, once for standard software, and once for standard software with Exhibit E enhancements) - The successful entry and editing of at least 100 transactions concurrently entered from multiple terminals using the established procedures and controls. - The successful processing of at least 50 file maintenance transactions for the master files. - The successful generation of standard output reports using the established procedures and controls. Customer's acceptance of NWS software and products shall occur upon successful completion of the systems test procedure as specified above. NWS and Customer shall mutually agree on the format of the CONFIDENTIAL i Page 10 test and test date of each software product deliverable - and Customer shall not unreasonably delay the systems test procedure. Both parties shall jointly conduct the systems test procedure for each software product. In the event that NWS and Customer cannot ' agree on a test date and if NWS has notified the Customer of the test date of a software product and Customer delays the start of the system test procedure for more than fourteen (14) calendar days, then acceptance shall be deemed to have occurred for that software product deliverable. Acceptance Criteria 2 (This test may be used twice, once for standard software, and once for standard software with Exhibit E enhancements) Customer's acceptance of the software products shall occur based i on Customer using the software products to produce data or output which is distributed for actual use and/or otherwise utilized as "live data" (e.g. payroll checks, water bills, tax bills, general ledger reports, data base searches and/or inquiries, police reports, fire reports, etc. ) 17 . Performance Bond Reguirement I In those situations where Customer requests NWS to provide a Performance Bond, NWS shall provide a Performance Bond for the software on Exhibit A. Customer shall pay for the cost of the Performance Bond. Customer also agrees to pay promptly for the Performance Bond when invoiced by NWS. 18 . General This Agreement is the entire Agreement between the parties superseding all other communications, written or oral, between the parties relating to the subject matter of this Agreement and it may be amended or modified only in writing signed by both parties. This Agreement shall be governed by the laws of the State of Michigan and it shall be binding on the successors and assigns of the parties. The paragraph headings which appear herein are included solely for convenience and shall not be used in the interpretation of this Agreement. CONFIDENTIAL it EXHIBIT E CUSTOMER REQUESTED SOFTWARE MODIFICATIONS AND ENHANCEMENTS A. DEFINITION OF MODIFICATIONS AND ENHANCEMENTS i NWS will provide software modifications and enhancements to Exhibit A modules as discussed below to address the Customer's requirements. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in B- 2a below. CAPABILITIES INCLUDED IN FIXED COST UNDER B-4 BELOW 1. Jacket Design and Processing (300 hours) NWS will enhance or modify the jacket processing capabilities of the Exhibit A Police software to add additional entry and access flexibility for transactions involving: • Warrants • Field Investigations • Arrests The added capability will include an on-line history file of transactions for the above three transactions types. The history file will be accessible from the subsystems that process the above three transaction types and will be designed in a way to retain multiple records of descriptive information on a jacket in the data base. 2 . Transaction Auditing (Security) (100 hours) � NWS will enhance or modify the security procedures in the Exhibit A Police software to track and log record inquiries and/or updates for the following types of transactions: • global name searches, • arrest records, • case records, • warrant records. I i EXHIBIT E • i Page 2 The security procedure will track and log the following information: • user ID • record ID (case, warrant, name, jacket) • program number and name 1 • date and time accessed • terminal ID I A standard report and file purge procedure will be provided. 3 . Access to Property Records (Security - 30 hours) NWS will enhance or modify the Exhibit A Police software to allow held property in the property file (evidence) to have a restricted access by user ID. i 4 . Request for Service (RFS) Wants and Warrants dated 11-27-90 (60 hours) 5 . Request for Service (RFS) Case Inquiries dated 11-27-90 (20 hours) i 6 . Request for Service (RFS) Traffic Citations dated 11-27-90 (80 hours) 7 . The following capabilities will be added by NWS at no cost to Customer through SSMA enhancements (to be available no later than 06-30-91) . { (a) streamline data entry on the global search by adding a line number and entry field on the screen to select the desired name - thus eliminating tabbing the cursor to the name. (b) streamline mass updates of police personnel information by adding capability to enter training information fields once and ID numbers of all personnel involved. (c) add capability of showing by flag all names in global name search that have an outstanding I warrant. Also, provide an option from Wants and Warrants module to only display names on global search that have warrants highlighting those that are active. I EXHIBIT E S • ' Page 3 B. METHODOLOGY TO PROVIDE SOFTWARE ENHANCEMENTS 1. Definition of NWS Responsibility This project includes the following activities to be i performed by NWS. - Review of required features with Customer. - Preparation of Software Specifications Design Document (SSDD) to include: 7 • menu samples • screen samples • report samples • changes to data base formats (if any) - Programming and programming test using RPG. - Update user manual to include enhancements and modified installation procedures (if any) . - Software corrections as defined in Section 2 (g) and 2 (h) of Exhibit C. - If applicable, a narrative or system flow that that describes the changes in processing. J 2 . Implementation Plan Activity Targeted Time Period a. Complete Design Review with Within 75 days of Customer Staff. Customer Agreement being i agrees to be reasonable and signed. 1 flexible in not attempting to design the enhancements to be more extensive than called for in the scope (cost and schedule) of this project. b. NWS submits first draft of SSDD As scheduled during 2 (a) above. c. Customer completes review of As scheduled first draft of SSDD during 2 (a) above. d. NWS submits revised SSDD As scheduled 1 during 2 (a) above. e. SSDD acceptance and sign-off As scheduled by Customer (no programming during 2 (a) above. will be done by NWS until the formal sign-off and Customer's authorization to proceed in writing) f. NWS completes programming from As scheduled SSDD and installs software during 2 (a) above. i EXHIBIT E • . Page 4 g. Software acceptance test As scheduled (source code and user manual during 2 (a) above. updated and provided) 3 . Customer Responsibility Customer's responsibilities are additionally defined in Paragraph 9 of Exhibit D of this Agreement. All Customer requested changes after design sign-off must be documented by Customer and authorized in writing including added costs, if any. Additional changes will most likely delay the schedule. 4 . Cost and Payment for Modifications and Enhancements i The cost for the modifications and enhancements is $38, 350 ! to be paid as follows: - 30% on Signing of this Agreements $ 11, 505 - 30% on Customer Approval of each $ 11, 505 SSDD 1 • No. 1 ($ 5, 850) • No. 2 ($ 1, 950) • No. 3 ($ 585) • No. 4 ($ 1, 170) 0 No. 5 ($ 390) • No. 6 ($ 1, 560) • No. 7 - No Charge - 40% on Acceptance Testing of $ 15 , 340 each item (using criteria in Paragraph 16 of Exhibit D from jthis Agreement) • No. 1 ($ 7, 800) • No. 2 ($ 2 , 600) • No. 3 ($ 780) • No. 4 ($ 1, 560) • No. 5 ($ 520) • No. 6 ($ 2 , 080) • No. 7 - No Charge - Total Cost * Travel costs for NWS employees to complete the tasks for Exhibit E changes are billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and NWS. 1 i i EXHIBIT F GENERAL IMPLEMENTATION PLAN TARGETED ACTIVITY TIME PERIOD 1. Sign Agreement December, 1990 2 . Pre-Installation Planning Visit January, 1991 3 . Install Standard Software Including February, 1991 Installation on Primary and Redundant AS/400 Processors I 4 . Begin User Overviews of Software February, 1991 5 . Complete SSDD For All Exhibit E Changes By 03-01-90 6 . Key Milestone Dates for Shasta County - Using Largely Standard Software • User Training Period Feb.-Oct. , 1991 • Some Modules of Police Records Live April, 1991 • CAD Geo-Files Converted May, 1991 • Installation and Test of MIMIX May, 1991 Software • Most Modules of Police Records Live August, 1991 • Police CAD Live August, 1991 • Jail Management Live September, 1991 • State/NCIC Live As Scheduled • E-911 Live As Scheduled • Install Appropriate Major Exhibit E December, 1991 Enhancements 7 . Key Application Dates for Redding Police Department - Using Exhibit E Modified Software • User Training Period May/90 - Oct/91 • Install Major Exhibit E Enhancements July, 1991 • CAD Geo-Files Converted May, 1991 • Police CAD Live August, 1991 • Fire/EMS CAD Live August, 1991 • Most modules of Police Records Live August, 1991 • State/NCIC Live As Scheduled • E-911 Live As Scheduled j 8 . Bi-Monthly Project Status Reviews As Scheduled The above schedule is intended to be a starting guideline and will be superseded by more detailed schedules mutually agreed upon by both parties. Progress on the plan will require the combined resources of both NWS and Customer. i • EXHIBIT G 0 NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES I REQUIRED FOR ORGANIZATIONS AND/OR INDIVIDUALS HAVING ACCESS TO NWS PROPRIETARY MATERIALS INCLUDING BUT NOT LIMITED TO SOFTWARE PROGRAMS AND DOCUMENTATION INSTALLED AT CUSTOMER NAME: ADDRESS: NAME AND SIGNATURE OF CUSTOMER MANAGER j AUTHORIZING ACCESS: I Name (Please Print or Type) Signature As a part of our working on a computer that also has NWS proprietary materials including software and documentation, the organization and/or individual whose name and address appear below agree to the following: 1. No unauthorized copies, in any form, will be made of NWS proprietary property, including but not limited to the following: - Program Libraries, whether Source or Object. - Control Language, JCL, or Command Languages. - Test or Sample Files. - Program Listings. - Record Layouts or any Technical Documentation. - All written documentation, such as user manuals and/or systems manuals. ALL AUTHORIZED COPIES WILL REQUIRE WRITTEN PERMISSION FROM AN OFFICER OF NWS PRIOR TO BEING MADE. 2 . No use of any NWS software, NWS documentation, or other materials will be allowed other than processing the records of the end user who originally licensed the software. 3 . A failure by the undersigned to comply with the above restrictions will carry a minimum penalty payable by the undersigned of three times the original license cost of the NWS software in use at the Customer location, plus any other legal remedies available to NWS. In signing this Agreement, the undersigned acknowledges they will or may have J access to NWS proprietary materials. j ACCEPTED FOR THIRD PARTY (CONSULTANTS, CONTRACTORS, ETC. ) : Organization Individual By By Title Title Date Date CONFIDENTIAL