HomeMy WebLinkAboutContract 40525THIS PURCHASE AGREEMENT (this Agreemerc ) is entered as of
the date last below written (the "Effective Date") by and between
E•SPONDER, LLC, a Missouri limited liability company ("E•SPONDER"),
and the party listed as "Customer" on the signature page to this Agreement,
individually referred to as a "party," collectively referred to as the "parties."
WHEREAS, through its product known as E•SPONDER ExpressT"'
E•SPONDER provides a solution consisting of certain hardware and licensed
software that enables federal, state, local, and private sector entities to
exchange information necessary for daily activities, to plan events, to
coordinate command and control during events and incidents, and to review
and evaluate performance; and
WHEREAS, E•SPONDER Express consists of certain computer
hardware to be purchased by Customer, certain software designed by
E•SPONDER ("E•SPONDER Express") and other embedded software to be
licensed and sublicensed to Customer under the terms of this Agreement; and
WHEREAS, Customer desires to obtain an E•SPONDER Express
solution, on the terms further described herein.
NOW, THEREFORE, the parties agree as follows:
1. Definitions. As used herein: (i) "Hardware" shall mean the Dell
server, as described on Schedule A attached hereto and incorporated herein by
this reference; (ii) "Licensed Software" shall mean E•SPONDER Express and
those Microsoft applications embedded in the solution, including Microsoft
Windows Server, Microsoft SharePoint Server, and Microsoft UserCAL; (iii)
"Maintenance Release" means a release that corrects errors or bugs, or that
offers minor improvements in functionality or performance that, taken as a
whole, do not materially affect the overall value of the E•SPONDER Express
solution; and (iv) "Major Release" means a release with significant
improvements in functionality or performance that, taken as a whole,
materially affect the overall value of the E•SPONDER Express solution.
2. Purchase Price, Title and License. The price for the Hardware,
Services, and the license for the Licensed Software shall be $32.870.00(the
"Purchase Price"). In exchange for payment of the Purchase Price set forth
above, E•SPONDER agrees to license the Licensed Software to Customer.
Payment terms are net thirty (30) days from date of invoice. Without
prejudice to any other remedy, including the right to terminate this
Agreement, in the event any charge is not paid when due, E•SPONDER may
assess, and Customer agrees to pay, a late charge of one and one-half percent
(1.50%) or such lesser maximum amount permitted by law, for each month or
portion thereof of the amount past due.
3. Limited Use of the Licensed Software. E•SPONDER hereby grants to
Customer a limited, non-exclusive, non -assignable right to use the Licensed
Software solely in connection with Customer's business or operations
pursuant to this Agreement and for no other purpose. This license grant does
not transfer any right, title or interest in any such Licensed Software.
Customer shall comply with all applicable laws and regulations and obtain all
appropriate government approvals pertaining to Customer's use of the
Licensed Software. Customer will not use the Licensed Software (with the
exception of a logo or mark or graphic design provided by E•SPONDER for
use by Customer) in Customer's corporate or governmental title or name or in
any way that might result in confusion as to the separate and distinct identities
of Customer and E•SPONDER. E•SPONDER does not grant any right or
license to Customer to sublicense the Licensed Software.
4. Installation and Maintenance.
a. Non-complex installation shall be provided by the hardware manufacturer
at no additional cost to Customer; if Customer requires complex installation,
an additional $450fee shall apply.
b. E•SPONDER shall provide all first level customer support (as defined
below) for the Licensed Software.
Purchase Agreement OFFICIAL RECORD
23235324\VA LFT
SECRETARY
WORTH, TX
c. In the event on -site support is required to resolve a second or third level
support matter, E•SPONDER shall bear its costs of travel and related
expenses and such on -site service shall be at no additional charge, unless it is
determined that the Licensed Software was not responsible for the problem.
In this circumstance, to the extent funds are sufficiently appropriated and
authorized by Customer, the Customer will be responsible for all of
E•SPONDER's reasonable travel and related expenses and professional time.
d. As used herein: (i) first level support means services responsive to
Customer's initial notification that a suspected problem exists with the
Licensed Software, including call logging, validation, determining whether a
solution is given in user documentation or maintenance documentation, and a
review of known resolutions for the reported problem; (ii) second level
support means services performed beyond first level support to attempt to
reproduce the suspected problem and correct it by means of work -around, or
in determining that the problem cannot be reproduced; and (iii) third level
support means services provided to Customer to resolve problems that are
determined to be or are likely to be the result of one or more design or
manufacturing defects or interaction between the Licensed Software and other
materials, and that cannot be resolved by Customer.
5. Maintenance Releases and Major Releases. Customer may purchase
E•SPONDER 's software assurance plan for an annual fee equal to twenty
percent (201/o) of the Purchase Price. Under the software assurance plan,
Customer shall receive any release improvements, modifications or other
alterations of E•SPONDER Express in the form of Maintenance Releases or
Major Releases promptly upon their general release by E•SPONDER (the
"Software Assurance Plan"), If Customer elects not to purchase the Software
Assurance Plan, E•SPONDER shall make available to Customer any
Maintenance Release or Major Release that relates to E•SPONDER Express
for purchase at an additional sum, it being understood that Customer is free to
elect not to purchase any Major Release or Maintenance Release.
Notwithstanding the foregoing, each Customer shall receive one year of the
Software Assurance Plan at no additional charge upon purchase of the
E•SPONDER Express,
6. Limited Warranty; Customer Obligations.
a. E•SPONDER hereby represents and warrants to Customer, to the
best of its knowledge: (a) that E•SPONDER Express will conform in all
material respects to the specifications set forth on Schedule B attached hereto
and incorporated herein by this reference, and the sole remedy for any
nonconformance is as provided in this Section 6, below; (b) that at the time of
delivery, E•SPONDER Express will not contain any virus, time bomb, trap
door or other code designed to disrupt, disable, harm or otherwise impede, or
to allow unauthorized access to, the operation of Customer's software,
are, hardware or computer system; (c) that E•SPONDER has the legal
right to enter into and perform its obligations under this Agreement; (d) that
E•SPONDER Express will comply with all applicable laws, rules, or
regulations, and that E•SPONDER has obtained all required permits necessary
to comply with such laws, rules, or regulations; and (e) that, at the time of
delivery, to the best of E•SPONDER's knowledge, E•SPONDER Express
does not violate or in any way infringe upon the rights of third parties,
including property, contractual, employment, trade secrets, proprietary
information and non -disclosure rights, or any trademark, copyright or patent
rights. For purposes of this Agreement, "knowledge" shall mean the actual
knowledge of E•SPONDER e's executive officers and key managers.
E•SPONDER further warrants to Customer that upon delivery, E•SPONDER
Express will be free of defects in materials and workmanship under normal
use. Customer's exclusive remedy and E•SPONDER's entire liability under
this limited warranty for E•SPONDER Express will be to replace
E•SPONDER Express and/or to seek a refund under Section 7, below.
E•SPONDER disclaims any warranties that are not set forth in this Agreement
and any warranties that may have been implied, including warranties of
merchantability and fitness for a given purpose.
b. In the event that Customer provides any hardware or software that is
incorporated into E•SPONDER Express, Customer agrees that it will use all
reasonable efforts to ensure that such hardware or software is free from
06
-23-1 0 P03 : 1 S' IN
Page 1
defects, and if any such defects are discovered and shown to be the proximate
cause of any damage or loss suffered by E•SPONDER, to the extent permitted
by law, Customer shall indemnify and hold E•SPONDER harmless from any
such damage or loss.
c. In the event that Customer is required to provide any information or take
any actions to facilitate the implementation of E•SPONDER Express and
Customer fails to do so in a timely manner, Customer shall be deemed to have
waived any claim that it may have against E•SPONDER for late or faulty
performance that has resulted from Customer's failure.
7. LIMITATION OF LIABILITY. EXCEPT FOR THE LIMITED
WARRANTY SET FORTH IN THIS AGREEMENT, E•SPONDER Express
IS BEING PROVIDED BY E•SPONDER TO CUSTOMER ON AN "AS IS"
BASIS AND E•SPONDER EXPRESSLY DISCLAIMS ALL
WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT AS OTHERWISE SET FORTH IN
THIS AGREEMENT, E•SPONDER DOES NOT WARRANT THAT
E•SPONDER Express WILL BE UNINTERRUPTED OR ERROR FREE
NOR MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED
FROM THE USE OF E•SPONDER. EXCEPT FOR DAMAGE TO
PROPERTY OR PERSONAL INJURY CAUSED BY ESPONDER'S
NEGLIGENCE OR INTENTIONAL MISCONDUCT, NEITHER
E•SPONDER , ITS AFFILIATES, ITS CONTRACTORS, MANAGERS,
MEMBERS OR THEIR RESPECTIVE EMPLOYEES OR AGENTS WILL
BE RESPONSIBLE FOR, AND CUSTOMER WAIVES AND
RELINQUISHES ANY CLAIM AGAINST E•SPONDER FOR ANY
DAMAGE, LOSS, COST OR OTHER EXPENSE, FURTHER, IN NO
EVENT WILL BE RESPONSIBLE FOR, AND CUSTOMER WAIVES
AND RELINQUISHES ANY CLAIM AGAINST E•SPONDER FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL,
OR PUNITIVE DAMAGES, EVEN IF E•SPONDER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THAT
CUSTOMER OR ANY THIRD PARTY MAY SUFFER WHICH IS
RELATED TO, OR RESULTS FROM CUSTOMER'S USE OF
E*SPONDER. THIS INCLUDES, BUT IS NOT LIMITED TO, LOSS OF
DATA OR BUSINESS RESULTING FROM DELAYS, NON -DELIVERY,
MIS -DELIVERY, OR INTERRUPTIONS AS A RESULT OF E•SPONDER
'S OR CUSTOMER'S (IN)ACTIONS.
EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF
LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION
BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN)
THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, AND
THAT THIS LIMITATION WILL APPLY REGARDLESS OF THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS LIMITATION
APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE,
INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT,
BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATIONS, AND OTHER TORTS, EXCEPT AS
OTHERWISE PROVIDED HEREIN , IN NO EVENT WILL E•SPONDER
'S LIABILITY EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER
UNDER THIS AGREEMENT, NO ACTION, REGARDLESS OF FORM,
ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE
BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE
CAUSE OF ACTION HAS ACCRUED.
8. Infringement Indemnification. E•SPONDER will defend or settle at its
own expense any action brought against Customer to the extent that is based
on a claim that E•SPONDER Express infringes or misappropriates any United
States patent, trademark, copyright, trade secret or other proprietary right, and
E•SPONDER will pay any costs, fees and damages finally awarded against
Customer in any such action which is attributed to any such claim, or any
settlement of such claim, as the case may be, provided that E•SPONDER shall
be given prompt written notice of any such alleged infringement or violation
and shall be afforded the opportunity of sole defense of any such allegation.
Customer's indemnity provided in this Section shall not apply in the event and
to the extent of: (i) alteration or misuse of, or combination of E•SPONDER
Express with any program, product or service not authorized or recommended
by E•SPONDER, by Customer or any other party unless made in accordance
with E•SPONDER's written approval; (ii) or any claim arising out of
E•SPONDER's response to Customer's requests, specifications or
Purchase Agreement
instructions. Should E•SPONDER Express become, or in E•SPONDER's
opinion be likely to become, the subject of such a claim of misappropriation
or infringement, E•SPONDER at its sole option, shall either: (a) procure for
Customer the right to continue using E•SPONDER Express or (b) replace
E•SPONDER Express with functionally -equivalent software, or modify
E•SPONDER Express to make it non -infringing, or (c) if neither option (a)
nor (b) is reasonably available, pay Customer an amount equal to 50% of the
Purchase Price payable under this Agreement. The foregoing states the entire
liability of E•SPONDER with respect to such claims of misappropriation or
infringement.
9. Release of Insured Losses. To the extent permitted by law,
E•SPONDER hereby releases Customer, and Customer hereby releases
E•SPONDER, and each of their respective officers, agents, and employees,
from any and all claims or demands of damages, loss, or expense, which is
caused by or results from perils, events or happenings which are the subject of
insurance and carried by the respective parties and in force at the time of any
such loss; provided, however, that such waiver shall be effective only to the
extent permitted by the insurance covering such loss and to the extent such
insurance is not prejudiced thereby. This provision is intended to waive, fully
and for the benefit of each party, any rights and/or claims which might give
rise to a right of subrogation by any insurance carrier.
10. Defense of Claims. Except as provided in Section 8, Customer hereby
agrees that, after becoming aware of or receiving written notice of any claim,
demand, suit or other action by any third party relating to E•SPONDER
Express, E•SPONDER shall have the right, but not the obligation, to designate
its attorneys to control the investigation, defense and settlement of any such
claim, demand or suit against it or them or to take any other action against
such third party in order to terminate or resolve such claim, demand or suit.
In the event E•SPONDER elects to control such investigation, defense or
settlement, Customer shall provide E•SPONDER, at Customer's expense, all
reasonable assistance in connection with any action that E•SPONDER may
take against third parties. Notwithstanding anything contained herein to the
contrary, in the event E•SPONDER elects not to pursue or defend any claim,
demand or suit, effect settlement or take any other action against any third
party, Customer shall have the obligation to assume such claim or defense of
Customer at its sole cost and expense.
11. Default and Opportunity to Cure; Termination. In the event of any
breach of this Agreement by either party, the non -breaching party agrees to
provide written notice to the other specifically identifying the nature of the
breach and the provisions of this Agreement affected thereby, and to permit
the other party to cure the breach within ten (10) business days after receipt
of he written notice or, if the breach cannot be reasonably cured within said
period, to promptly commence to cure and diligently proceed until cured. If
the breaching party cures any such breach as provided herein, this Agreement
shalI continue unabated and the breaching party shall not be liable to the other
for any loss, damage or expense arising out of or from, resulting from, related
to, in connection with or as a consequence of any said breach.
No withstanding the foregoing, in the event that the Customer fails to pay the
Purchase Price specified under this Agreement, E•SPONDER shall have the
option and right to terminate the license to the Licensed Software and
Customer shall return the Hardware and all Licensed Software to
E•SPONDER. The exercise of such rights shall not be deemed a waiver of
E•SPONDER s right to damages, and E•SPONDER shall have the right to
enforce all legal or equitable remedies or rights.
11. Ownership of Trademarks and Intellectual Property. Customer
acknowledges that E•SPONDER owns and retains (i) all trademarks, service
marks, trade names, logos, designs and designations in connection or
associated with E•SPONDER or E•SPONDER Express (collectively, the
"Trademarks") and (ii) all other intellectual property rights other than
Trademarks, including copyrights, copyright registrations and associated
applications, registered designs, utility models, design rights, patents and
patent applications, mask -work rights, trade secrets, moral rights, authors'
rights, and any other rights in inventions, discoveries, improvements,
software, designs, know-how, specifications, algorithms and databases, and all
renewals and extensions thereof and applications therefore, regardless of
whether any of such rights arise under the laws of any country or jurisdiction,
in connection or associated with E•SPONDER or E•SPONDER Express
(including the license to the embedded sofhvare) (collectively, the
"Intellectual Property"). Customer agrees that it will not at any time during
23235324\V-t
or after Customer's use of the Licensed Software assert or claim any interest
in or do anything that may adversely affect E•SPONDER 's ownership or the
validity of the Trademarks or Intellectual Property belonging to or licensed to
E•SPONDER, including, without limitation, any act or assistance to act which
may infringe or lead to the infringement of any of the Trademarks or
Intellectual Property of E•SPONDER. E•SPONDER makes no warranties,
express or implied, regarding the Trademarks or Intellectual Property,
including the ownership, validity or non -infringement thereby or thereof,
except as expressly stated herein.
12. Limited Intellectual Property License. Norivithstanding any other
provision in this Agreement, no provision of this Agreement shall be
construed as conferring by implication, estoppel or otherwise any license or
right to Customer under any Intellectual Property of E•SPONDER now or
hereafter existing, except as expressly stated herein. Customer shall not
exercise its rights granted hereunder to effectively sublicense the Licensed
Software or any of the E•SPONDER Intellectual Property without
ESPONDER'S consent, which consent shall not be unreasonably withheld.
Customer shall not alter any proprietary markings made by E•SPONDER in
connection with the Intellectual Property. Customer shall have no rights
under this Agreement to sublicense or reverse engineer Licensed Software or
any of E•SPONDER's other software, trade secrets or Intellectual Property,
and Customer shall allow E•SPONDER the right to inspect and audit
Customer's operations to ensure that Customer is in compliance with this
Agreement.
13. General Provisions.
a. Binding Agreement. This Agreement is binding on the heirs, executors,
administrators, successors and permitted assigns of the parties. This
Agreement may not be assigned by either party without the express written
consent of the other party, except that E•SPONDER may assign or transfer
this Agreement, in whole or in part, to any of its affiliates or to any successor
in interest to substantially all of C E•SPONDER's business (whether by
merger, sale of assets or otherwise). Subject to the foregoing, any assignee
hereunder shall be subject to all of the terms, conditions and provisions of this
Agreement.
b. No Waiver of Breach. If either party shall waive any breach by the other,
it shall not be construed as a waiver of any subsequent breach. Each parry's
rights hereunder shall be cumulative, and any rights hereunder may be
exercised concurrently or consecutively and shall include all remedies
available even though not expressly referred to herein.
c. Electronic Media. A copy of this Agreement and the signatures affixed
hereto transmitted and delivered by facsimile or electronic mail shall be
deemed to be originals for all purposes. In addition, either party may scan or
otherwise convert this Agreement into an electronic and/or digital media file,
and a copy of this Agreement or the electronic data file produced from any
such electronic or digital media format may serve and be given the same legal
force and effect as the original.
d. Authority; Prior Agreements With Others. The parties hereby
represent and warrant that each has full right, power and authority to enter into
Purchase Agreement
this Agreement, and that the execution of this Agreement does not breach and
will not breach any contract with or obligation to any other person. Each
party further warrants that the person signing this agreement on behalf of the
respective party has been granted, by proper order, resolution, ordinance, or
other legal authorization, the authority to enter into this agreement on its
behalf. The other party is fully entitled to rely on this warranty and
representation in entering into this agreement.
e. Integrated Agreement; Valid Agreement; Modifications. This
instrument, including all documents specifically referenced herein, contains
the entire Agreement between the parties hereto with respect to the
transactions described herein and supersedes all previous and
contemporaneous negotiations, commitments, contracts, express or implied,
warranties, express or implied, statements and representations, whether
written or oral, pertaining thereto, all of which shall be deemed merged into
this Agreement.
£ Severability. Should any provision hereof (or portion thereof), or its
application to any circumstances, be held illegal, invalid or unenforceable to
any extent, the validity and enforceability of the remainder of the provision
and this instrument, or of such provisions as applied to any other
circumstances, shall not be affected thereby, and shall continue in full force
and effect as valid, binding and subsisting. All changes or amendments to this
Agreement must be in writing and signed by all parties to be binding on the
parties.
g. Fees, Costs and Expenses of Enforcement. Each party agrees to pay its
o�vn fees and expenses should enforcement of the provisions of this
Agreement become necessary.
h. Counterparts.
This Agreement
shall be executed in
one or more
cow terparts; each of
which shall for all
purposes be deemed an
original, and
it expresses the entire
understanding and
Agreement between the
parties.
i. Choice of Law; Jurisdiction; Venue; Waiver of Trial by Jury. This
Agreement and all amendments, modifications, alterations, or supplements
to, and the rights of the parties hereunder shall be construed under, and be
governed by, the internal laws of the State of Texas in the United States of
America, without regard to any conflicts of law provisions. Any lawsuit
relating to any matter arising under this Agreement shall be initiated in the
state and/or federal district courts of Tarrant County, Texas. Accordingly,
E•SPONDER and Customer irrevocably consent to the jurisdiction and to the
service of process, pleadings, and notices in connection with any and all
actions and processes initiated in the foregoing courts.
j. Force Majeure. Neither party shall be liable for any damage arising
from or related to acts of God, failure to secure materials or usual sources of
supply, labor, difficulties, embargo, fire, or any causes beyond that parry's
control or for any consequential or special damages.
k. Paragraph Headings. The paragraph titles used herein are for
convenience of the parties only and shall not be considered in construing the
provisions of this Agreement.
Page 3
23235324\V-t
SIGNATURE PAGE TO PURCHASE AGREEMENT
fN WITNESS WHEREOF and intending to be legally bound, the parties have executed or caused this Agreement to be executed by their duly authorized
representatives as of th&4iay of , 20L.
E•SPONDER
Date (ice/4r� & / i rj
Purchase Agreement
23235324\V-I
CUSTOMER:
Type of Entity:
State of OrAani
ASsxstant
OFFICIAL RECORD
CITY SECRETARY
FT, WORTH; TX
c�
SCHEDULE A
Hardware Specifications, Warranty and Maintenance Obligations of Manufacturer
rs,
Fhe E•SPONDER Express Microsoft
Rrthcegement softv:are solution is a turn -key solution bulk on Microsoft 2007
Icchnotogies, rnctudinl Miuo7ofi oftrte Sharefroint Server 2007 and IntoPath Forms Services, E•SPONDER Express is a
browser based solution that requires the following provided server components:
Microsoft FVindows Server 2Ft03
Microsoft SQL Server Fxpress 2005
t9 icrosoft Office SharePoint Server 2007 Enterprise
To access E•SPONDER Express from a client PC, the foifowing are minimum requirentents;
Microsoft Windows XP Professional
Microsoft Internet Explorer 6/7 •'
"As u product based on tdtcro the Offter SharePoint Server 2�T, E+aPONDER Express is able to leverage some beneficial
client -side integrations during the system `s use. Vdhi/e these copobilfties ore useful, they ore not required for the use of
E•SP soft O Express. These ice 2 side r greater. n tools, listed below, require that the computer accessing the server has
MttrrosoJt Office installed, Office 2dD3 or greater.
• Edit in
Datasheet View
• Edit in
... <MSF7 Application>
• Check
in / Check out
• Export
to Spreadsheet
• Connect to Outlook
• Import
Spreadsheet
• Upload
Multiple Files
• Edit (Picture)
• Download [Multiple Pictures}
• Publish Slide
• Delete Slides
+ Copy Slide to Presentation
• Display of user presence
""E•SPONOER Express is accessible via o web brawler, and the experrenre is optimized for use with Internet fxplorer 7.
No other softwart is required to operate and use the system.
Purchase Agreement
Page 5
23235324\V-I
In ordEr to provtdr the appropriate proposal priting, please have the primary it individual at your organization answer
the:.: questions on the. IT Assessment Survey as accurately and as tiiuth as possible, once complete, pteaase sign off ort the
iT Assessment Survey and quoted purchase pricar and return via fax, 314 696-4101 ATTNA. ling Goodwin or as an email
attachment too a 4T_ill4 j .
Qr a»nation Name:
Fart Worth Polite Department
PrfmarV Gontt�ts:
Contest (sj Bt�li»
Nome s :
Phone Number " ,
ara 1 ,
/nAL'Adlims a e .;,3f1 p ftr`�#t ptj. i' Id 1", 1 €tlilt f J
.r jj th i°IIA- r n i
till
r fr'a td r ro ✓ „3s�
Preferred Cantact
Method.
r
Sh+spin Address:
d . I- '?'Ej" Fi€ /V itTr
Ptannin
bats your or�onization hcnre tT resaurees7 (Example: Internal IT Group/oegQrtme»tor outsourCed IT Group)
(if the i r rt 4S litr: sa Py aiffferent than the primary 'T Ontart, Thai€f lilt out the information bit'loviii ,+
1 t., r
Purchase Agreement
23235324\V-I
Dues ur organt7ataon have internet access?
Yes
I No
15 there a t)tiCP Server Clnsite?
LI Yes
Name and IP Address:
L No
What type of backup solution do
s (Oct( Gr,
does this inrtude SQL backup?
r` N Yes
No
CurCc?ntly have in
Is there a doma n controller onsite?
Yes
,ts there a DNS Server onsite?
r"v..r Yej
Name and IP Address:
What type of antivirus salutltrn do you currently have an place?
Cow &At it acw%
t3bes this include SQL database scanning?
Yes
No
What are your
Uirement5?
1i�1 1'i3 I tics t;4Si r *4Alai C,
E ra tzr€ir�rkt€rrt;
is a xerver name a{ `•Express" ok,
No
Purchase Agreement
ptet 8 characters, 1 tdumber, I Capital, expires ire 9ii , _,
1i�urwi,lI . A,+.+ i#I I C�taapc. 43 A AJ 44k u.,t t,1
Imt .1 (ism Sl
Is a Domain user account named ""Express5ervice" ak?
NO
Page 7
23235324\V-1
What shaulri tha Express Server Administration password be? (This is an optional question; however, the password
will need to be Comma fated to E•SPONDER I?` prior to carift ation.J
_., t
E
Whale should the °'Express5ervite" password be? (This is an optional question, however, the password will need to 6e
Communicated to E•SPONOER IT prior to configuration.)
cRN trsforn°tation:
What should the tolPawing IP Addresses be?
Express Server Static IP:
a tea 119 ie
Express Server Subnet Mask:
Express Server Default Gateway:
�_ 141 19q
Express Server DNS1:
€xpress Server L3N52:
Purchase Agreement
23235324VV-1
Email Setup:
Emails witl tre sent from: (This is the email address that will appear on all email messages from the E•SPQNDER
Express servpr.):
Email rep9ies t;o to: (ihrs should he a nxontared ernaii address fr�r su
SMTP Relay will be provided by: jE•SPDNDER Express uses Stv1TP messaging. If an ett3arl server does nr�t exist or if the
existing server requires credentials, then E«SPONDER Express will need to be configured with the SMTP server role.)
Client Software:
What is the DS used by Cli@rrt Pc's7
What is the browser used by Client PC's7
[� Internet Exptt�rer t;
Internet Explorer 7
r?ther:
What version of MS Office is used by Client PC's7
Purchase Agreement
No
ri:r��
23235324\V-I
Instaliaton:
There are a total of nine (9) instailattun questions. When answering, these questions, it may be helpful to refer to the
Configuration Models ran the following pages. Please answer these questions to the Est of your knowledge and follow
he instructions per answer
Question 1: Where twill E•3PONOEii Express resade?
Hosted (Survey is complete)
onsite (Please continue on to question 2)
Customer Data Center (Please continue ore to question 2)
Question T: How will E•SptSt+JDER Express be accessed?
LAN Only (Please continua on to question 4)
Internet Access (Please Continue on to question 3)
Question 3: Installation requires that the Customcrr provide and maintain a Firewall, Public bNS, ar+d an SSL eertificaCe.
t�€It the customer maintain these requirements?
Yes (Please continue on to question 4)
No
(if you cannor or will not be able to maintain a Firewoll, Public DNS, and on SSf Certificate but want to access
g•SPOAIDER Express via tine Internet; it is strongly recommended that you consider a basted solution.)
Question 4: Will E•SPQNDER Express be a part of the current Client server infrastructure?
Yes (Please continue to question 6)
No (Please continue to question 5)
Question 5: Will client hardware be installed prior to E•SPCiN�ER Express?
7i
Yes (Survey is complete)
R mprp it tleptix discussion of the server e nvzrrrnment we`ll be required prior to configuration
iIF yes was chosen, hour wilt the server be accessed?
No (Stu,ey is (onijpleAtE)
tleai-st��=r�: 4 t"j'�r,- an wt$t,>,r,g rt 5 A irjticy,t�=s li=rrx,,at�a'.
�••, (t'Icr.�St zl3e icy p;-r?r�d;tz ta,3nt�`x:xrsn `f3e'�fia-�tsrr t� ��� �ixir's ')
`e.1E71Ti�iin t�adT3 f'':
No (E•SPOhIDER Express SHOULD be installed as the E •5PC7N6Cg bartram W�, will ne€ d any spet�r_ policies
and password requirements tftat arc required }
Purchase Agreement
Page 10
23235324AV-I
Please Indic ice the depioynsent configuration chosen for your organization:
Configuration "A" (LAN Only without Internet)
} Configuration "8 (tAN Only with outbound Internet Access)
Conf aration "L (Hosted by EbSPONbfR LCC}
d Configuration "p" (LAN and Internet)
Configuraiion "E" (Mobile Command unit}
Please indicate the type of Server chosen for your organization:
DILL PowerEdge Tower Chassis
DELL PowerFdge I u Rack Mount Chassis
Acceptance:
Please ft{I out the information below, sign, date and return via fa>< to (3i4}-686-410i ATTM:1im 6ocrdw{n br as an email
attachment to :rrt.. r== in -s n # s.conr,. When sending this acceptance page, please be sure to also include the
completed IT Assessment Survey. Once the signed acceptance page and completed IT Assessment Survey is returned,
the quoted purchase price will be valid for (gq) days from the date of the signed acceptance,
Fort Worth Police Department
Organization Name:
Title:
Signature:
Date:
Total Purchase Price': 534399 0{7
Purchase Agreement
23235324\V-I
Schedule 13
E•SPONDER Express SPECIFICATIONS
E•SPONDER Express On -Site Training (Client's Location)
Daily Fee:
$1500.00 + Travel and Expenses
Schedule•
One (I) Eight (8) hour day
Recommendation is to break the eight hours into hvo separate 4 hour sessions with 15 end -users per session, combining both Administrative and
end -user users.
Descriation•
End User Training: The goal of this program is to focus on the end -users in E•SPONDER Express and give these users the skills and knowledge to
navigate and work through E•SPONDER Express during real -life scenarios.
Administrative User Training: The goal of this program is to focus on the Administrative Users in E•SPONDER Express and give these users the
skills and knowledge to not only navigate and work through E•SPONDER Express, but to also customize and configure E•SPONDER Express based
on the organization's needs.
Total Cost:
Item
Descri tion
Cost
E•SPONDER Express On -Site Training
One (1) Eight (8) hour day of training
$1500,00
Travel & Expenses
(see below)
$471
Air are
$275
Lodging I nights)
1 $125
Meals & Incidental Expenses 1 days)
$71
Total Cost
$1971.00
' The rates quoted under Travel &Expenses are only an estimate. Actual rates maybe higher or lower depending on the time of travel.
Purchase Agreement Page l2
23235324\V-I
vJ
ce»
Total Number E•SPONDER Express Units
E•SPONDERExpress
$22,500
(includes 25 User CALs) 1 $ 22,500,00
Additional User CALs (Client Access
License)
$150/User-Optional
Total Number of Additional CALs 0 $
To be determined based on additional users and organization's
Server Upgrade Fee
requirements.
Advanced Installation Fee
$450
Advanced Installation Fee
$
E•SPONDERA/erts
$3,500
E•SPONDERA/erts 0
$
Additional E•SPONDERAlerts
$1,500/Message Unit Block -
Message Units
Optional
Number Additional Message Unit Blocks 0
$
E•SPONDERMapping
$10,000
E•SPONDER Mapping x
$ 10,000.00
E•SPONDER Express Software
Assurance
$3,999/year
Number Years Pre -Purchasing 0
$ -
E•SPONDERA/erts Software
Assurance
$700/year
Number Years Pre -Purchasing 0
$
E•SPONDER Mapping Software
Assurance
$2,000/year
Number Years Pre -Purchasing 0
$
E•SPONDERExpress ITSupport and
10 HourSupport Block-$900-
Help Desk
Recommended.
Number of Support Blocks Requested 1
$ 900.00
Should your organization require development/integration services, an
To be determined based on Scope
additional Scope of Work will beprovided, which will increase the
Development/Integration Services
ofWork -optional.
quoted price based on total options selected.
On -Site Training-$1500/day+T&E
Custom Training Program (Refer to the Proposed
Training
optional
Training Program)
$ 1,971000
TOTAL PURCHASE PRICE: $
Purchase Agreement
35,371.00
Page 13
23235324\V-I
C�
SCHEDULE C
STATEMENT OF WORK
APPROACH TO THE PROJECT
Overview
E•SPONDERI LLC will use a traditional waterfall process to accurately capture the City of Fort Worth and the Fort Worth Police
Department's IT infrastructure. Once the City of Fort Worth and the Fort Worth Police Department accepts the IT Assessment,
E•SPONDER IT begins to perform the installation and configuration of the E•SPONDER Express server. This takes about five
business days. Once installed, E•SPONDER IT conducts baseline tests such as email notifications, user registration, site creation,
reporting, etc. When these tests are successfully completed the City of Fort Worth and the Fort Worth Police Department are notified
and the server is deemed to be in production. Once E•SPONDER Express is deployed to production, user training can be performed.
The City of Fort Worth and Fort Worth Police Department have been provided with a ] 0-Hour Support/IT Help Desk block. Should
any technical issues arise where user support is needed, Fort Worth may contact the IT Help Desk from 7:30 AM to 6:00 PM CST
Monday -Friday. After hours calls will be returned within 4 business hours.
The Account Executive will work closely with the Fort Worth Police Department in initial stages of implementation to ensure users
understand how to navigate the system and perform key features/functionality. Following the initial implementation, the Account
Executive will remain a primary contact for the City of Fort Worth and Fort Worth Police Department as questions/issues arise.
Phases of the typical E•SPONDER Express installation includes:
• IT Assessment
■ IT Assessment has been completed and signed off by E•SPONDER and the City of Fort Worth
• E•SPONDER Configuration
■ Hardware Installation
E•SPONDER, LLC. will send a DELL I rack mount server, which will be configured using the basic hardware
specifications and the software specified below (for 25 users).
DELL PowerEdge 1 U Rack Mount Chassis (rough dimensions are 17.1 "W"H x 15.5"D and approx 28 lbs.)
■ Quad Core Processor, 2.OGHz,1066MHz FXB
■ 2GB, 800MHz, 2X1GB Single Ranked DIMMs
■ On board Dual Gigabit Network Adapter (No TOE)
■ Add -in SAS6iR RAID Controller (Supports RAID 1)
■ 160GB 7.2k RPM Serial ATA (2 drives in RAID 1 mirror configuration)
■ DVD-ROM Drive
■ Static Rails
■ Dell Hardware Limited Warranty Plus On Site Service Initial Year
■ Basic: Business Hours (5X10) Next Business Day On Site Hardware Warranty Repair Initial Year
■ Dell Hardware Limited Warranty Extended Year(s)
■ Basic: Business Hours (5X10) Next Business Day On Site Hardware Warranty Repair 2Year Extended*
The server will not include Keyboard, Video or Mouse and it should be assumed the server will not have PS2
ports.
■ Software Installation
The following software will be installed and configured for the city by E•SPONDER . We require that Express
(and its pre -requisites below) will be the only application installed. This does not include Anti -virus or backup
software that City of Fort Worth will supply.
■ Microsoft Windows Server 2003 R2 SP2 32-bit
Purchase Agreement
Page 14
23235324VV-I
■ The Server will be configured as a Primary Domain Controller for a "functional level" 2003 Active
Directory forest and domain named "Esponder.local" will be created.
■ .NET v3.5 with SP1 will be installed as well as .Net v2 and install .Net v3 and Service packs for 2 and 3
■ The Express Server will have Internet Explorer 8 installed.
■ SQL Server Express 2005 with Advanced Tools and Service Pack 3
o The City prefers that the database portion of this product be inside our firewall (on the SQL Cluster if
possible). SQL Express will still be needed, but just for the Reporting Services piece (which should be
able to connect to our network and access the database). Esponder will need to work with our
Application Development group for the special configuration. Otherwise, the city might have to open
up SQL commands within the firewall and smart defense.
■ Infopath will be included on the server, nothing needed on the client install.
■ Microsoft Office SharePoint Server 2007 with Service Pack 2
■ IIS will be configured to use ports 80 and 443 on the server for our application. CFW will use https and
that the public DNS access URL is unknown at this time
■ The server will be configured as a Domain Controller, an Application Server, but NOT an SMTP server.
■ E•SPONDER will install, configure and test the E•SPONDER Mapping add -on prior to delivery of the
server. The E•SPONDER Mapping add -on will be installed and integrated on the server, within the
E•SPONDER Express solution
■ During the on -site training session at the City of Fort Worth, E•SPONDER will assist the City in
importing existing Arc GIS 9.3 mapping layers into the E•SPONDER Express/Mapping solution
■ Security Settings and City Considerations
■ The server will NOT have "Internet Explorer Enhanced Security Configuration" installed
■ Remote Desktop will be enabled for the "EsponderWdministrator" AND "Esponder�ExpressService"
Accounts, both will be Domain Administrators and have their passwords set to never
expire. This will be utilized only by City of Fort Worth personnel and is not intended to be used by
Esponder personnel.
■ Fort Worth shall not remove either of the two accounts (Administrator or ExpressService) nor the below
items in Active Directory (doing SOW break E•SPONDERTM Express)
ESponder OU
ESponder > Users OU
The ExpressService account must continue to have full control over the above mentioned
"Users" OU for "This object and all child objects")
A domain local security group called Express Users (this is located inside of the ESponder >
Users OU)
■ Users of browsers other than Internet Explorer 7 (or 8) will experience some incompatibilities and while
the functionality of Express itself is not limited by the version of office, Microsoft Office SharePoint
Server 2007 provides additional benefits to users who connect and have Office 2003 Professional or
higher installed (please refer to page 1 of the "System Deployment Models" documentation).
■ Customer currently has McAfee Enterprise 8.7 and intends to install it on the Express Server. Further
consideration should be given to protecting the SharePoint deployment by using an Antivirus program
intended for this purpose. City is currently reviewing the purchase of SharePoint Portal Anti -Virus
Protection http://www.microsoft.com/forefront/serversecurity/sharepoint/en/us/default.aspx)
■ Customer plans for the Express server to be used over the public Internet. The default access URL is
unknown at this time and E•SPONDER will assist Fort Worth once an SSL Certificate has been
acquired. E•SPONDER will pre -configure the server as much as possible, if Fort Worth will supply the
URL they intend their users to access the server with. Fort Worth accepts responsibility for firewall
modifications, DNS A records and acquiring an SSL certificate for Microsoft IIS version 6.
■ Please acknowledge that as you maintain the server moving forward (manually using Automatic Updates
or Shavlik, or another technology), you will refrain from installing "Service Packs", "Rollups",
"hotfixes" or "Cumulative Updates" for the Windows Server Operating System, SQL Express or
Microsoft Office SharePoint Server without first verifying with E•SPONDER, LLC. that the updates are
Purchase Agreement Page 15
zszssaza�v-i
fully compatible with the application. Also, we strongly recommend that you advise your users (who
might access the Express website from other locations) that we recommend they use Internet Explorer 7
and Microsoft Office 2003 Professional or greater and have an up4o-date antivirus application in place.
■ E•SPONDER, LLC. will use the password discussed on the phone for the "Administrator" and
"ExpressService" accounts. Our registration application creates all Active Directory User objects as First
Initial and then complete last name (ie. JDoe). If a duplicate is attempted the system will append a
number (le. JDoe-2). Complex passwords will be a minimum of 8 characters and must use 3 of the 4 of
the following:
• Lower case letters
• Upper case letters
• Numbers
• Symbols (Microsoft Windows exceptions do apply)
■ Additionally, for the picture area on the root site of Express, we will need the City of Fort Worth to
supply a graphic. Its specs are as follows and cannot be modified (in most cases this is also the graphic
used to create user manuals):
■ 150pix wide
■ 205pix tall
■ 72pix per inch
■ RGB color space (8bit per channel)
■ PNG format
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Page 16
23235324\V-1
■ The following email address will be notified if we release Express patches or updates:
ESpOnderAdIII "O "wfortWorthQov.org
**The list above is subject to change or amendment, but is intended to give a rough overview of the out -of -the -box
functions of the Express server.
• E•SPONDER and City of Fort Worth Testing
Below are some tests to be performed before acceptance of the product will be considered complete by the City of Fort
Worth. .
■ Test the Ability to complete, view and submit ICS Forms provided through InfoPath.
■ Ability for authorized End -Users to access and obtain the forms using a web -browser connected to the
server via LAN or WAN connection
■ Ability to store forms within the newly created incident/event site
■ Ability to open the form via a web -browser and make data entries to be saved on the server without
any client installs or applications beyond a standard Microsoft Internet Explorer Browser optimized for
Internet Explorer version 7.
■ IE Browser plug -ins are allowed provided they can be served from the server as needed for clients
accessing the system.
■ Ability to save prior versions of the form as end -users make changes and recover the previous versions
as needed.
■ Ability to utilize data from form within dashboard or KPI features.
■ Ability to save the forms on the local client and utilize Microsoft InfoPath 2003 or above to enter data
and store the forms.
■ Ability to upload forms locally filled out by end -users.
■ Ability to create an Incident Action Plan based on the stored data on demand by an authorized end -
user. Samples available at: http://training.fema.gov/emiweb/IS/ICSResource/index.htm#
■ Ability to create an After Action Review based on the stored data on demand by an authorized end -
user. Samples available at: http://training.fema.gov/emiweb/IS/ICSResource/index.htm#
■ Ability to integrate and access mapping data from our 9.3 Arc-GIS Server
■ Ensure security on Sharepoint works across DMZ for internal and external users.
11) Please verify the below information was accurately documented fi•om the phone call:
DOMAIN: ESPONDER .local (Example: ESPONDER.local)
SERVER ADMINISTRATIVE ACCOUNT NAME: Administrator _ (Example: ExpressAdmin)
ADMINISTRATIVE ACCOUNT PASSWORD: will be supplied via phone call at a later date (Domain password policies must be
met, but we recommend Never Expires)
SERVER NAME: AS3531 (Example: EXPRESS, generally, this will also be the default url to access the site
http://AS3531 )
SERVICE ACCOUNT NAME: ExpressService (Example: ExpressService)
SERVICE ACCOUNT PASSWORD: will be supplied via phone call at a later date (Domain password policies must be met, but
we recommend Never Expires)
OUTGOING EMAIL FROM ADDRESS:_ Esponderpfortworth ogy orgLExample: Expresst'c>)hp.com)
REPLY TO EMAIL GOES TO: Espondernfortworth ogy.orgL (Example: ExpressHelpdesk@hp.com) We recommend this be a
distribution group.
OUTGOING EMAIL SERVER TO BE USED: SMTP.CFWMAIL.COM (This should be Express using SMTP)
STATIC IP FOR EXPRESS SERVER: To Come (Example: 192.168.25.25)
SUBNET MASK FOR EXPRESS SERVER: 255.255.255.0 (Example: 255.255.255.0)
DEFAULT GATEWAY FOR EXPRESS SERVER: To Come (Example: 192.168.25.1)
DNS FOR EXPRESS TO REACH WWW: To Come (Example: 192.168.25.1)
Purchase Agreement
Page 17
23235324\V-1
Project Plan
Task Name
Duration
Start Date
Finish Date
Proposal Submitted
1 Day
Completed
Completed
E•SPONDER Selected
1 Day
1/25/2010
1/25/2010
Contract Signed
1 Day
1/29/2010
1/29/2010
IT Assessment
1 Day
2/1/2010
2/1/2010
IT Assessment Summary sent to
2 Days
2/3/2010
2/5/2010
client and approved by client
Order Dell Server and Licensing
To be
2/5/2010
To be
determined
determined.
(based on
(based on Dell's
Dell's
turnaround time)
turnaround
time)
Install E•SPONDER Software
5 Days
To be determined.
To be
(based on delivery
determined.
of Dell Server)
(based on
delivery of Dell
Server)
Baseline Testing
1 Day
To be determined
To be determined
(based on
(based on
completion of
completion of
install)
install)
Training — Optional
Based on
Based on client's
Based on client's
client's needs
needs
needs
On -going Support
On -going
On -going
On -going
Purchase Agreement
�E�
23235324\V-1
T
�, ,
-�Y�
�. �_
DATE: March 22, 2010
TO: Beatrice Dehoyos
IT Finance
FROM: O.M. Ramirez
Sergeant, Special Events Coordinator
Inter -Office Correspondence
Fort Worth Police Department
Traffic Division
SUBJECT: E-SPONDER Express Incident Command Software System
The Fort Worth Police Department is currently moving toward National Incident
Management System (NIMS) guidelines in managing incidents as dictated by the Federal
government. The use of an Incident Command System and NIMS forms in the field by the
Incident Commander requires a specific kind of software which the police department at
this time has none for use at the incident/event site.
In October of 2009 E-SPONDER presented a demonstration of their product designed for
Incident Management and designed specifically for Law Enforcement, Fire/EMS,
Emergency Management and other individual first response units and supports NIMS/ICS
needs. The E-SPONDER program addresses public safety and incident management needs
and has been used for Super Bowls, NBA All Star games and other smaller events and
incidents. The E-SPONDER program is currently in place for all Cowboy Stadium events
by the Arlington Police Department which have given it good reviews. The E-SPONDER
was also used on a trail bases at the 2009 State Fair by the Dallas Police Department again
with good reviews and is user friendly, up and running within 30 mins.
Situational Awareness and Officer/Firefighter safety are also a concern in using incident
management tools, which E-SPONDERS provides. E-SPONDERS assist in developing
Incident Action Plans, documentation of actions/decisions during an incident/event (NIMS
forms). Provides the efficient use of resources and eliminates the duplication of resources.
Assist in planning for multi -operational periods at long term incidents. Maintains an
adequate span of control for the Incident Commander during incidents/events and
comrnunication. The documentation for reimbursement of resource/supplies during
emergency incidents through the use of NIMS forms which meet national guidelines.
In closing E-SPONUERS provides other benefits for the Incident Commander that is too
many to mention in this memo. Over all it provides the Incident Commander in the field
with a "real time" awareness of the incident. It is Buick, efficient and simple to use with a
minimum amount of training.
1