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HomeMy WebLinkAboutContract 42167?. 1- 9 SECRETARY PROFESSIONAL t:;FVICES A E Ei'1ENJ Y _` I Jo This PROFS BONAL SERVICES AGG UEilliI N d ("Agreement') is made and entered into by and between the CITY OF FORT WORM (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and Advanced Public Safety (A Trimbfle Company) CAPS"), a Florida Company and acting by and through Jack Siney, its duly authorized Chief Operations Officer, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: This Agreement is made pursuant to and is subject to DIR Contract Number DIR-SDD-852, including all appendices and amendments (collectively, the "DIR Contract"). The Agreement documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A cts Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Payment Schedule 4. Exhibit E-1 v End User License Agreement and Terms and Conditions of Sale 5. Exhibit C Ana Milestone Acceptance Form 6. Exhibit D — Network Access Agreement Ali Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. in the event of any conflict between the DIR Contract and this Agreement, the DIR Contract, including without limitation its terms regarding the order of precedence of its component parts, shall control. In the event of any conflict between this Agreement and its exhibits, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVG-CI. Consultant hereby agrees to provide the City with professional consulting services for the purpose of deploying an Electronic Ticketing Solution for Fort Worth Police Department. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. I ERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for one year ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement, Following the Initial Term, this Agreement shall be renewable at the option of the City for three additional terms of one year each (each a "Renewal Term"), The City shall provide Consultant with written notice of its intent to renew at least thirty (30) days prior to the end of each term. COnn FKI A I N. The City shall pay Consultant an amount not to exceed $5 3,828 66 in accordance with the provisions of this Agreement and the Payment Schedule attached as faxhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. Professional Services Agreement Advanced Public Safety Page 1 of 40 OFFICIAL RECORD CITY SECRETARY FT, WORTH) TX Revised June 29, 2011 03-24-.1 1 PO4: 5 IN TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be Professional Services Agreement Advanced Public Safety Page 2 of 40 Revised June 29, 2011 provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all nghts and privileges and work performed under this agreement, and not as agent representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant its officers, agents employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant, It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, If as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, Professional Services Agreement Advanced Public Safety Page 3 of 40 Revised June 29, 2011 compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle' shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 1.01 et seq Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E&O) $1,000,000 Each Claim Limit Professional Services Agreement Advanced Public Safety Page 4 of 40 Revised June 29, 2011 $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of APS and may not exceed $250,000 without the written approval of the City. Coverage shall be claims - made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas, All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. My failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES. RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal state and local laws ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. Professional Services Agreement Advanced Public Safety Page 5 of 40 Revised June 29. 2011 120 NON DISCRIIIII1IN 6 I N JfVMANT Consultant, for itsolf, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non, - discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13e NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Attn: Karen Montgomery, Assistant City Manager 1000 Throckmorton Fort Worth TX 7610206311 Facsimile: (817) 392n8654 1M. SOLICITATION OF EMPLOYEES. Name of Consultant q-dvcw a. ftb11_ �'' ' 1/ Attn: 0 i ann-t g c .t sS Address coo Po q Zip Dccr t d &o6 (R33`-tL City, State,� t Facsimile: OS-L-i 31g4-300 Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNitil`=NTAL POW t S/8ltl1MUNI ES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIV =;R. The failure of the City or Consultant to insist upon the performance of any term or provision of th.s Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultants respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VU NUE° This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Professional Services Agreement Advanced Public Safety Page 6 of 40 Revised June 29, 2011 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, materia; or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 25. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes be deemed an original, but all such counterparts shall together constitute one and the same instrument. 26. WARRANTY OF SERVICES. Professional Services Agreement Advanced Public Safety Page 7 of 40 Revised June 29, 2011 Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 27. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C " If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 28. NETWORK ACCESS. If Consultant requires access to the City's computer network in order to provide the services herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes 29. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 30. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute then the parties may submit the matter to non -binding mediation in Tarrant County, Texas upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties Professional Services Agreement Advanced Public Safety Page 8 of 40 Revised June 29, 2011 shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Advanced Public Safety Page 9 of 40 Revised June 29, 2011 2 re -WITNESS WHEREOF, theparties hereto have executed this Agreement in multiples this dayof IliAto g � i /LW- , 20IL. ACCEPTED AND AGREED: CITY OF FORT WORTH: B aren L. Montgomery Assistant City Manager Date: APPROVED AS TO FORM AN By‘ /// ADVANCED PUBLIC SAFETY: amerearSeszNL Title: Cno Date: ATTEST: /k t Pater •." Zi By: Ma Henck�lx , ®� Y Marty o CitySecretaryo pt,yr\% fp gag -vviiirr On pi �' ti `. .°0-fas + Y: O zit 0aoa0Q Az, ) ‘1414 l'EXPP<›ce ii--2ematies• Ma` shl' B. Farmer Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Cr d'S-el I,Q Ci Date Approved: � (ac.i als0 lI Professional Services Agreement Advanced Public Safety Page 10 of 40 '-r Sates t r S Revised June 29, 2011 STATERIANNT OFWORK Advaimeed ki k S*dety Statement of Work i �a �. A a s A If ^ A. °— s ll,,, ILL t( )WWS(c: IL llQ:M << El MI JFort VVollt'h Pollke)D)liJ J i ci �3 13I1t+_iltUtOl:Ei HOW r A Trimble Company Revi fioll L 02, March 10, 2011 is Objective .. o 4 2. Project Deliverables 4 3. Functional Overview 5 4. Specifications 7 4.1 PocketCitation 7 4.2 SmartExport 12 4.3 SmartPrint 13 4.4 Training 17 4.5 Project Management 17 Revision History: Revision 1.00 1.01 1.02 Date By Description 01/12/1 I RS Initial release. 2/28/11 NM CFW Draft -Nanette Monte 3/10/11 DB Revisions with Nanette Monte and Diane Burgess 1. Objective This Statement of Work ("SOW") describes the electronic ticketing solution proposed by Advanced Public Safety (` APS") for Fort Worth Police Department ("Customer"). After project kick-off, the APS and Customer project managers will use this document as the basis for generating the final product requirements and project schedule. 2. Project Deliverables The following items listed on the APS Sales Quotation are addressed in this document: • PocketCitation • SmartPrint • SmartNumbermg • SmartExport (Maximus Court) • SmartExport (Tiburon RMS) • Project Management • Training • Integration with Motorola MC75A's and Zebra RW-420 Printers The following items listed on the APS Sales Quotation are not addressed in this document • Annual Maintenance • Shipping and Handling 3. Fui ncilonal Overview A functional overview of the proposed APS PocketCitation solution for Fort Worth PD is summarized by the following diagram. Cradled Handheld i Oit Desktop Computer Actives4ync SmartExport 1 Bluetooth PockotCitation SmartConnect 1 J SmartExport 1> Citation Data File ( for Court I I I I E t 1 SmartExport Citation Data Filo for RMS Citation Data k.t4- ant> Files for SmartPrint ace a-- — .•..' c=1111:1•. _ Court Court• Import Script .�p • \I YIN RMS Import Script SmartPrint Import Service SmartPrint • SQL Database ossuing Traffic Citation on the Handheld Computer: The following steps describe the process of issuing a traffic citation on the handheld computer. 1, Officer launches PocketCitation on the handheld device and scans a driver's license, l `6 ti tea. 1 l� k4 i SmariPnnt Computer SmartPrint Admin Module 2. PocketCitation software pre populates a new citation with available information from the driver's license scan. The next available citation number (from the citation number bank) is assigned to the citation. 3. Officer completes the citation by entering information and/or making selections from the various menus and drop -down lists. Fields are updated and lists are filtered according to the business rules provided by the Customer. 4. Before the officer can print the citation, all fields are checked according to the business rules provided by the Customer. If any fields are missing or fail business rules, they are flagged by the software and the officer is required to make corrections before the citation can be printed or saved. 5. The citation is printed and given to the violator. 6. When the handheld device is cradled, ActiveSync on the desktop computer kicks -off the APS PocketExport application PocketExport creates either a CSV or XML file for each citation and places these files in a Customer specified folder accessible by the Court import script. Note: An import script (written by the Court system vendor) is required to import the electronic citation data into the Court system software. 40 Specifications 4.1 PocketCitation PocketCitation is an electronic ticketing application that allows an officer to complete a citation on a handheld device and then print the citation on a wirelessly connected thermal printer. When the officer cradles the handheld device at the end of a shift, SmartExport creates a file for each new citation in a format that can be imported by the Customer's Court, RMS, or other back -end system. The files are then placed (by SmartExport) in a location where an import script can process the new citations. Cradled Handheld l Specifications License a0 r, Desktop Computer ActiveSync (SYNC i SmartExport Certified Handfnekl Hardware i ti rfl } Citation Data Files for RMS Citation Data Files for Court ti J es MEI RMS Import Script TrCourt Court Import Script One PocketCitation license is required for each handheld device. o Motorola Symbol MC50 Motorola Symbol MC55 o Motorola Symbol MC70 0 Motorola Symbol MC75A o Intermec CN3 o Intermec CN4 a Intermec CN50 o TDS Recon Optional Handheld Storage • An optional SD card can be used to provide additional or alternate storage for citation data files and pictures. Supported Handheld • Windows Mobile 2003 (or greater) Operating System • Pocket PC (some features/functions available with Windows Mobile are not available with Pocket PC) Certified Printer Desktop Computer • Zebra RW-420 (Bluetooth) • Windows XP, Windows 2000, or Windows 7 desktop computer for cradle (docking station) and ActiveSync (Guest Partnership) required to install/update PocketCitation software on handheld and to transfer citations from handheld. 'File Sizes The following are sample values of files created by PocketCitation for citation number 00000001. File Name Description Size 00000001.csv Citation Data 2 KB 0000000 I.dsg Driver's signature 1 5 KB 00000001.osg Officer's signature 1 5 KB 0000000I.skt Sketch 3.5 KB 00000001-0001 jpg Picture (B&W) 30 to 45 KB 00000001-0002 jpg Picture (B&W) 30 to 45 KB Notes: • Citation data file size varies depending on the number of fields on a citation and the data entered into those fields. • Signature (DSG, OSG) and sketch (SIC) files are stored in SVG format and have a file name that matches their associated citation, but with a file extension that describes the contents of the file. • Picture files are stored in PEG format and have a file name that matches their associated citation Fe inn s AutosPopulation of Fields PocketCitation can automatically populate fields on a citation using information returned by: Scanning the barcode on the driver's license or vehicle registration (the device must have a build -in 2-D Scanner) 4 Reading the magnetic stripe on the driver's license (requires an optional magnetic stripe reader) o Running a mobile query (requires PocketQuery, PocketPartner, and wireless connectivity on the handheld) Drop -Down Lists PocketCitation uses customized drop -down lists to simplify data entry and ensure accuracy. Typical drop -down lists include: Form Layout 0 v 0 Violation List Street List NCIC Lists (e.g., hair color, eye color, vehicle make, vehicle type) PocketCitation fields are presented to the officer on tabs corresponding to the Driver, Vehicle, Location, Violation, and Court sections of the citation. Additional tabs and fields can be added to meet an Agency's specific needs. Driv Veh_j Lec •Vai , Crt Mac j Dill Veh Lac Viol. Crt htix a st tame: Fl/ d rt59: Address: City: State: t �. R�e: Sax: Class: DI State: hrreriM: V t #: �l Eyes: 1rI Wgt; v I vI Expire, CCl L.ic: Veen hot: Mods; Tag: $tete: f 1. P Expires: edit !4e ! Mbc 'Sir Print Form Printout Citations are printed on 4" thermal paper. The sections and fields on the printed citation typically correspond to the sections and fields on the PocketCitation form. TRAFFIC CITATION AA-01002 THE CITY OF ANYTOWN Data of Clmurence 07/24/2008 Elfin n Q11110 Time: 11:32 AM VIOLATOR Last: PUBLIC First Name: jANE Address, 123 MAIN STREET Middle: Q DOB: 01/14/1945 City: ANYWHERE State: PA Zip:17102 Hgt: 5'06" Eyes: GRN Wgf: Hair: Race: Sex: F DL #:99900115 DL Slate: PA L c Expires: 2005 COL. Class CM Juvenile. Yr. Veh: 1995 Color. BLK Make: isu Veh. Tag 9293CT State' AR Yr Tag Expires: 2006 Style: PK Model: Upon a Public Street or Highway or Other Location Namely 400 PALM TERRACE NB: k SB• SE: WE: Lanes. 2 Weather: OVERCAST Traffic Lighting Dad unlawhi y commit the folbwing Offensa(a), In violation of State Shrine. CansWcgon Workers Present Alleged Speed-45 Method RADAR Posted Speed 30 SPEED MUNICIPAL RD 316.189(1) MUNICIPAL COURT 221 E. MAIN STREET OUR TOWN FL 12345 (555) 555-1212 08/22/200 09:00 AM WWW.WEBADDRESS.COM EMAILI➢iCOURT.GOV dei{IriWL PROMISE TO APPEAR IN COURT (THIS IS NOT A PLEA OF GUILTY) [promise to appear on RP charges written and marked above within 12 straight days from the dam of eis ticket Signature of Defendant. a Signature of Officer: Ofroatname• SMITH Agency Name: POLICE DEPT. Mist: Officer :D. 12345 Form Numbering Business Rules Updates Available by Request Responsibilities PocketCitation supports various citation numbering schemes. Citation numbers can be administered and entered manually (suitable for smaller Agencies) or automatically using the APS SmartNumber application. Numbering Format Up to 10 numeric characters for citation number plus and unlimited number of alphanumeric characters as either suffix or prefix to the citation number. Examples: 10 digit citation number + 2 digit suffix: 0000010204 Y2 2 digit prefix i 10 - digit citation number, AA 0000010204 Business rules can be applied to any field on the form, For example, if a speeding violation is selected then posted speed and actual speed must be entered Drop -down lists can be filtered based on a selection made on another list. For example, only display car models that are valid for the selected make. Form updates (e.g., new fields, new business rules, etc) are made available under annual maintenance and support. Updates can be installed manually, or automatically (using PocketUpdate) when the handheld device is cradled. • Capture officer and/or violator signature • Export officer and/or violator signature (JPG, PCX, or SVG) • Officer login • Camera support (to attach pictures to citation) Customer Responsibilities* 1. Provide APS with the following: A. Copy of the front and back of ticket. B. The numbering scheme for the ticket. C. The court information, i e. address and phone number. D. Court date calculation (how is Court date calculated). E. Electronic list of court holidays (in editable format). F. Electronic list of violations for violation pick list (in editable format) G. Electronic list of locations (sweet list) for location pick list (in editable format). 11. List of required mandatory fields. I. Information to include on "Misc" tab (if applicable). J. Soft copy of footer. 2. Provide desktop computer for cradle (docking station) and ActiveSync. 3. Install PocketCitation on handheld device that will be used for testing. 4. Install PocketCitation on remaining handheld devices (after Acceptance). 5. Install software updates on handheld devices as required to deploy requested build revisions. 6. Test software and provide feedback in a timely manner. APS Responsibilities: 1. Develop/Customize.'Deliver PocketCitation per Customer requirements. 2. Provide expertise and consulting services on how to integrate violation codes data feed that conform to our electronic ticket forms and that the data is integrated during Project Phase by Project Manager. 3. Provide expertise and consulting services to the City's GIS group on how to integrate the streets data onto the handhelds and how to update this data via Pocket Update during Project Phase by Project Manager and in annual maintenance. 4. Provide expertise and consulting services on how to integrate court data such as courtdates, courts, and arraignment data on the handhelds during Project Phase by Project Manager and in annual maintenance, S. Develop and Deliver electronic ticket with customized drop downs 6. Ensure PocketCitation drop downs are populated with our custom data feeds- Violation codes, GIS street data, NCIC Lists, and court data. 7. Provide guidance to Customer during installation and testing as required. 8. Provide project management services to document our business rules to ensure the rules are coded into the tickets. 9. Provide User Documentation. 10. Provide Smartnumber through UAT. 11. Provide Pocket Update through UAT. 12. UAT Active Sync for Exports 13. UAT PocketExport creates the properly formatted CSV or XML and places in the City of Fort Worth's designated location. 42 SmartExport SmartExport creates an electronic data file for import into Customer's RMS, Court or other back -end system. Note: Customer is responsible for all import scripts required to read SmartExport data files into backaend systems. License • One (1) SmartExport license is required for each form/data stream combination. Note: One (I) SmartExport license is required for each form/image combination for each back -end system. Ojper.nting Systems 0 windows XP 0 Windows 2000 a Windows 7 o Windows Vista '`` Note: Various Customers are running APS software on Windows Vista without issues. APS software, however, has not been certified for Windows Vista and APS will not address Vista -specific issues. Features Note: Some features may not be available for all export configurations. Export File Formats SmartExport can create export files in the following formats: • CSV or other delimited format (Tab, Pipe, etc.) e Fixed field Length o XML TIFF Image (see note) PDF Image (see note) Note: The following restrictions apply to the TIFF and PDF linage files generated by SmmartE. xport. • TIFF image file restrictions: Single page TIFF only Left side ofpage includes image of citation Right side ofpage includes either officer notes or looter (must be specified before export is built) No batching Q PDF image file restrictions; No Barcode No Icon or Logo :: No Dynamic PRN (print layout) No Beaching Field Mapping o Export of all fields on a form without any customization, sequencing of fields, mapping or filtering o Export of selected fields on a form with customization, sequencing of fields, mapping or filtering as required for import into Courts, RMS, or other back - end system (may require professional service depending on complexity of export) Minsky Methods o FTP Mapped Drive o UNC Path © Insert record into Access, SQL, or Oracle database table provided for APS by Customer or backoend system a Interface to Web Service (requires professional services) Availnbie Upon Request 0 Export Photos • Export Officer Signature Export violator Signature Responsibilities For each SmartExport: Customer Responsibilities: l , Provide APS with: A. Export File Format B. Field Mapping (if applicable) C. Transfer Method and Destination of Export File 2. Provide all hardware required to run the SmartExport software. 3. Installation of all APS software deliverables. 4. Test software and provide feedback in a timely manner. 5. Provide import scripts required to read export files into Customer's backoend systems APS Responsibilities: 1. Generate export file as required and place in Customer -specified location using requested file transfer method. 2. Provide guidance to Customer during installation and testing as required. 3. Request layout of Courtview fields to populate. 4. Provide User Documentation. 4.3 SmartPrint SmartPrint version 3 uses a Microsoft SQL Server database management system to manage the display, printing and reporting of citations and other forms generated by APS applications such as QuickTicket, PocketCitation, QuickForms, and PocketForms. SmartPrint3 provides the administrator(s) with management functions allowing maintenance of users and security roles from any workstation with the SmartPrint3 client installed. The SmartPrint3 client can be installed on any workstation with network connectivity to the SmartPrint3 Microsoft SQL server. Cradled I iandtieki Mobilo Query Results i Desktop Computer ActiveSync 3 tSYNC I 4 SmartExport QuK kTICkel SmartExport Virtual Partner • Mobile Data Client Handheld IPockotCitation I -s -a a-. v .fa i Mobile Query Results C.--11 1 8 PD Computer Citation Data A FTP Server i SmartPrint Computer SmnrtPrint Client (lot Admen) SmartExport Citation Data File (or RMS I SmartExport Citation Data Fife for Court Citation Data Fifes for Smi:Vont t I I l I SmariPrint SQL Database License • One (1) SmartPrint site license is required for each Agency. Note: SmartPrint export stream setup fee for first form is included with SmartPrint site license. Each additional form requires a SmartPrint export stream setup fee. Operating Systems • Windows XP a Windows 2000 O Windows 7 o Windows Vista Note: Various Customers are running APS software on Windows Vista without issues. APS software, however, has not been certified for Windows Vista and APS will not address Vista -specific issues. Requirements System Requirements for SmartPrint Import Service The SmartPrint3 Import Service can be installed on the same server as the database system, on the file or FTP server (shown as PD Server in diagram on previous page), or on a standalone workstation with appropriate network access. If installing SmartPrint3 Import Service on a standalone workstation the minimum requirements are: • Pentium 4 PC minimum 2.6 GHz • 1 Gigabyte RAM • 40 GB Hard Disk • Network Connectivity • Windows XP Pro SP2 (or greater) or Windows 2003 server • Microsoft .NET Framework 3.5 Service Pack 1 • The Microsoft SQL Database Client Tools for the version of SQL Server being utilized should be installed for support of the SmartPrint3 Database Note: This system should be connected to the customer LAN and only physically accessible by management personnel. The SmartPrint3fmport Service is not compatible with Windows versions prior to XP Pro Service Pack 2. System Requirements for SmartPrint Client The SmartPrint3 client can be installed on any Windows compatible PC running Windows XP Pro Service Pack 2 (or higher) or Vista. In addition, the client application requires the Microsoft .NET Framework 3.5 Service Pack 1. Note: To install the client application the user must have at least local administrator privileges. The SmartPrint3 client is not compatible with Windows versions prior to XP Pro Service Pack 2. Database Considerations SmartPrint3 maintains all citation data within a Microsoft SQL Server 2005 database system. Based on the number of users and citations generated by an Agency, the SQL Server license may vary. The following guidelines should be considered when selecting a Microsoft SQL Server edition: • SmartPrint3 utilizes Microsoft SQL Server based user authentication. A valid SQL Server login and database user account for the SmartPrint3 database is required to gain access to SmartPrint3. Note: SmartPrint3 provides administration tools for managing users and roles without having to directly access SQL Server administration functions via Microsoft SQL Server Management Studio. • There are no limitations to the number of users or concurrent connections in any edition of Microsoft SQL Server 2005 (including Express). APS provides a site license for SmartPrint3, therefore you are free to add as many users to the SmartPrint3 system as you like provided your server has enough CPU capacity and RAM and your network has enough bandwidth to handle the workload. A typical SmartPrint3 database will consume approximately 8MB per 1500 citations. If citations contain image data for example an officer's signature a violator's signature and a violator's image, the database may consume up to 90MB per 1500 citations. • Microsoft SQL Server Express limits the database size to 4GB and will not use more than 1GB of RAM (regardless of how much RAM is available on the target server). Though the Express edition is free to use, care must be taken if opting to use Express as the built-in limitations of Express may adversely affect performance If there are more than 5 concurrent users and/or the organization expects to maintain in excess of 66,000 active citations in the SmartPrint3 database (assuming citations contain image data) • SmartPrint3 Responsibilities Customer Responsibilities: Provide appropriate SQL Server license. 2. Install software and updates on computers as required. 3. Provide all hardware required for SmartPrint. 4. Provide desktop computers for each installation of SmartPrint client application. Note: Computers with SmartPrint client must have SQL database connectivity to the SmartPrint database. 5. Test software and provide feedback in a timely manner. APS Responsibilities: 1. Provide expertise on the configuration of the SQL database for SmartPrint 3 and application of the SmartPrint to print a copy of the ticket as requested by Customer. 2. Installation and Configuration Instructions of the SmartPrint3 import service 3. UAT with agency SmartPrint Client install on a desktop. 4. Provide guidance to Customer during installation and testing as required. 5. Provide User Documentation. 6. UAT with agency to print of tickets works from SmartPrint. 4.4 SmartNumber The AN SmartNumbertM application manages the distribution of ticket numbers using a Microsoft SQL Server -compatible database. Connectivity is via TCP/IP. The SmartNumberTM program is used with PocketCitation and the Virtual Partner application for mobile computers. APS will provide instructions and support during installation and pre -populate the citation numbering schema per the requirements of the agency. The application will provide the Administrator with a console from which to manage the citation numbers. SmartNumber Responsibilities Customer Responsibilities: I. Provide appropriate SQL Server license and SQL server for installation. 2. Install software with direction from APS consultant. 3. Test software and provide feedback in a timely manner. 4. Ensure database connectivity from handheld unit when cradled based on networking infrastructure. APS Responsibilities: 1. Provide expertise and instruction on the configuration of the SmartNumbering application on the SQL server 2. Ensure database connectivity from handheld unit when cradled. 3. UAT with agency that citation numbers can be downloaded 4. Ensure printing of tickets works from SmartPrint. 4.5 Training APS provides training to cover the hardware and software aspects of the APS products purchased and the tactics of using these products out in the field. APS Responsibilities: 1. Provide Customer with training to cover the hardware and software aspects of the APS products purchased and the tactics of using these products out in the field. 2. Provide user training documentation for field officers. Customer Responsibilities: I. Specify date and time for training. 2. Designate personnel to be trained. 3. Provide facilities and make personnel available for in-house training. In order for training to be effective, class size should be limited to a maximum of 12 students per session. Based on the training required for the products purchased, it is expected that a basic training session will last four (4) hours. 4.6 Project Management APS and Customer will each assign a Project Manager with the technical skills to participate and facilitate the completion of the project. The Customer's Project Manager will also serve as a single point of contact for the entire lifecycle of this project to ensure continuity of communications resulting in a finished product(s) which meets the Customer's expectations. APS Responsibilities: 1. Provide a Lead Project Manager for the eCitation project to coordinate and manage the execution of the project plan. This person will also serve as a single point of contact for the entire lifecycle of this project. 2. Provide project management and reporting for the eCitation project. 3. Provide technical project management for interfaces and infrastructure. 4. Coordinate the development of the software Customer Responsibilities: 1. Assign a Project Manager with the technical skills to participate and facilitate the completion of the project. This person will also serve as a single point of contact for the entire lifecycle of this project. 2. Assign personnel with appropriate skills as reasonably requested by APS to participate in essential project activities, including preparation and review of specifications, testing, data conversion, training, operations, and project administration. EXHIBIT B PAYMENT SCHEDULE All Customer purchase orders for APS products and services are subject to APS' End User License Agreement and Terms and Conditions of Sale, which is attached hereto as Exhibit B-1 and incorporated herein. Such terms, along with any additional terms and conditions agreed to and accepted by APS in Customer's purchase order or otherwise stipulated in writing, shall prevail over any differing or conflicting terms in this Proposal. I Payment Terms: Payment under this Agreement shall not exceed $53,828.56 ® 50% due upon receipt of Customer's purchase order ® 50% due upon final system acceptance Doi END USER LICENSE AGREEW N0 ADVANCED PUBLIC SAFETY A Trimble Company EGD USER LQC DNS AG flhINT and TERMS AND CONDITIONS OF SAL END USER InICPNSE AGREEMENT (effective date August 1, 2011) ADVANCED PUBLIC SAFETY A Trimble Company END USER LICENSE AGREEMENT and TE':MS AND CONDITIONS !r-F SALE END USER LICENSE AGII,EMENT (effective date August 1, 2011) IMPORTANT, READ CAREFULLY. THIS END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU AND ADVANCED PUBLIC SAFETY, INC. ("APS") and applies to the APS proprietary computer software product(s) provided to you by APS, and includes any accompanying written materials, such as a user's guide or product manual, as well as any "online" or electronic documentation ("Software"). This EULA will also apply to any Software error corrections, updates and upgrades subsequently furnished by APS, unless such are accompanied by different license terms and conditions which will govern their use. BY CLICKING "YES" OR "I ACCEPT' IN THE ACCEPTANCE BOX, OR BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, PROMPTLY RETURN THE UNUSED SOFTWARE AND ANY ACCOMPANYING APS PRODUCT TO THE PLACE FROM WHICH YOU OBTAINED THEM FOR A REFUND. As used herein, the term Software does not include software products of third party manufacturers, nor shall this EULA apply to any such software products, which are furnished to end users pursuant to license by the third -party manufacturer. This Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. 1 SOFTWARE PRODUCT LICENSE 1.1 License Grant. Subject to the terms and conditions of this EULA and your pre -payment of the applicable license fee(s), APS grants you a non-exclusive, perpetual license right to use one copy of the Software in machine-readable form on any computer hardware and operating system for which it was intended, but solely for your internal business needs in connection with your use of APS products. You may authorize the personnel associated with your business to use the Software, but only one person at one time, on one computer at one time. You may also store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software on your other computers over an internal network; but in such case you must acquire and dedicate a seat license for each separate computer on which the Software is installed or run from the storage device. A seat license for the Software may not be shared or used concurrently on different computers/devices. Use of the Software is limited to the total number of installation copies and seat licenses purchased by you. 1.2 Other Rights and Limitations. (1) You may not copy, modify, make derivative works of, rent, lease, sell, distribute or transfer the Software, in whole or in part, except as otherwise expressly authorized under this EULA, and you agree to use all commercially reasonable efforts to prevent its unauthorized use and disclosure. (2) The Software contains valuable trade secrets proprietary to APS and its suppliers. To the extent permitted by relevant law, you shall not, nor allow any third party to copy, decompile, disassemble or otherwise reverse engineer the Software, or attempt to do so, provided, however, that to the extent any applicable mandatory laws give you the right to perform any of the aforementioned activities without APS's consent in order to gain certain information about the Software for purposes specified in the respective statutes (e.g., interoperability), you hereby agree that, before exercising any such rights, you shall first request such information from APS in writing detailing the purpose for which you need the information. Only if and after APS, at its sole discretion, partly or completely denies your request, may you exercise such statutory rights. (3) The Software is licensed as a single product. You may not separate its component parts for use on more than one computer except as specifically authorized in this EULA. (4) You may not rent, lease or lend the Software unless you are a reseller of APS products under separate written agreement with APS and authorized by APS to do so. (5) No service bureau work, multiple -user license or time-sharing arrangement is permitted. For purposes of this EULA `service bureau work" shall be deemed to include, without limitation, use of the Software to process or to generate output data for the benefit of, or for purposes of rendering services to any third party over the Internet or other communications network. 1 (6) APS has granted the Software license to you contemplating your personal internal business use. You may not assign or otherwise transfer to any third party your rights under this EULA or the Software (or any copy), in whole or in part. (7) You may not use the Software for performance, benchmark or comparison testing or analysis, or disclose to any third party or release any results thereof (all of which information shall be considered APS confidential information) without APS's prior written consent. (8) You may not directly or indirectly export or re-export, or knowingly permit the export or re-export of the Software (or portions thereof) to any country, or to any person or entity subject to United States or foreign export restrictions in contravention of such laws and without first obtaining appropriate license (9) You agree to cooperate with APS to track the number of server computers computers and other devices with access to the Software at your site(s) to ensure compliance with the license grant and installation restrictions in this EULA. In the event the compliance check reveals that the number of installations at your site exceeds the actual number of licenses obtained by you, you agree to the extent funds are appropnated, to promptly reimburse APS the then current applicable list price for the extra licenses that are required to be compliant, but that were not obtained.. 1.3 Termination. You may terminate this EULA by ceasing all use of the Software and destroying or returning all copies. Without prejudice as to any other rights APS may terminate this EULA without notice if you fail to comply with the terms and conditions of this EULA. In such event you must cease its use destroy all copies of the Software and of its component parts. 1.4 Copyright. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by APS and its suppliers. You shall not remove, cover or alter any of APS's patent, copyright or trademark notices placed upon, embedded in or displayed by the Software or on its packaging and related materials. You may, however, either (1) make one copy of the Software solely for backup or archival purposes, or (2) install the Software on a single computer provided you keep the original solely for backup or archival purposes. You may not copy the accompanying printed materials 1.5 U.S. Government Restricted Rights. The Software is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in this EULA, and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12212(a) (1995), FAR 52.227-19, or FAR 52.227-14(ALT III), as applicable 2 LIMITED WARRANTY 2 1 Limited Warranty. APS warrants that the Software will perform substantially in accordance with the accompanying written materials (i e., applicable user's guide or product manual) for a period of one (1) year from the date of purchase. This limited warranty gives you specific legal rights, you may have others which vary from state/jurisdiction to state/jurisdiction. The above limited warranty does not apply to error corrections, updates or upgrades of the Software after expiration of the limited warranty period, which are provided "AS IS" and without warranty unless otherwise specified in writing by APS. Because the S oftware is inherently complex and may not be completely free of nonconformities, defects or errors, you are advised to verify your work. APS does not warrant that the Software will operate error free or uninterrupted, will meet your needs or expectations, or that all nonconformities can or will be corrected 2.2 Customer Remedies. APS s and its suppliers' entire liability, and your sole remedy, with respect to the Software shall be either, at APS's option, (a) repair or replacement of the Software, or (b) return of the license fee paid for any Software that does not meet APS's limited warranty. The foregoing limited warranty is void if failure of the Software has resulted from (1) accident, misuse, abuse, or misapplication; (2) alteration or modification of the Software without APS's authorization; (3) interaction with software or hardware not supplied or supported by APS; (4) your improper inadequate or unauthorized installation, maintenance or storage; or (f) if you violate the terms of this EULA Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. 2.3 NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS PROVIDED HEREIN, APS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, TERMS, AND CONDITIONS, EITHER EXPRESS OR IMPLIED, BY STATUTE COMMON LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES, TERMS, AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR P URPOSE, TITLE, AND EXCEPT AS PROVIDED IN SECTION 2 4 HEREIN, NONINFRINGEMENT WITH REGARD TO THE S OFTWARE ITS SATISFACTORY QUALITY, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT S ERVICES TO THE EXTENT ALLOWED BY APPLICABLE LAW, IMPLIED WARRANTIES TERMS AND CONDITIONS ON THE SOFTWARE ARE LIMITED TO ONE (1) YEAR. YOU MAY HAVE OTHER LEGAL RIGHTS WHICH VARY FROM TATE/JURISDICTION TO STATE/JURISDICTION. ` 4 LIMI ITION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL APS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF THE USE OR INABILITY TO USE THE 2 S OFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF APS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL P URPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS EULA. AIDS' COPYRIGHT INFRINGEMENT LIABILITY SHALL BE LIMITED AS FOLLOWS: APS AGREES TO DEFEND SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST THE CITY FOR INFRINGEMENT OF ANY PATENT COPYRIGHT TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CUSTOMER'S USE OF THE SOFTWARE AND/OR TENDER DOCUMENTS AND MATERIALS IN ACCORDANCE WITH THIS AGREEMENT. APS S HALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL N EGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, AND CUSTOMER AGREES TO COOPERATE WITH APS IN DOING SO. CUSTOMER AGREES TO GIVE APS TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CUSTOMER MAY RECEIVE RELATING THERTO. IF THE SOFTWARE AND/OR TENDER DOCUMENTS AND MATERIALS OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A S ETTLEMENT OR COMPROMISE SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, APS SHALL, AT ITS OWN EXPENSE AND AS CUSTOMER'S SOLE REMEDY EITHER: (a) PROCURE FOR CUSTOMER THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR TENDER DOCUMENTS AND MATERIALS; OR (b) MODIFY THE SOFTWARE AND/OR TENDER DOCUMENTS AND MATERIALS TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVRSELY AFFECT CUSTOMER'S AUTHORIZED USE OF THE SOFTWARE AND/OR TENDER DOCUMENTS AND MATERIALS; OR (c) REPLACE THE SOFTWARE AND/OR TENDER DOCUMENTS AND MATERIALS WITH EQUALLY SUITABLE COMPATIBLE AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR TENDER DOCUMENTS AND MATERIALS AT NO ADDITIONAL CHARGE TO THE CUSTOMER; OR (d) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO APS, TERMINATE THIS AGREEMENT AND REFUND TO CUSTOMER ALL PAYMENTS ACTUALLY MADE TO APS UNDER THIS AGREEMENT U NLESS AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL APS'S TOTAL LIABILITY IN CONNECTION WITH THIS EULA OR THE SOFTWARE, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EXCEED THE ACTUAL AMOUNT PAID TO APS FOR USE OF THE SOFTWARE GIVING RISE TO THE CLAIM BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 3 GENERAL 3.1 Applicable law - Settlement of Disputes: This EULA shall be governed by the laws of the State of Texas and applicable United States Federal law without reference to conflict of laws" principles or provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA. Jurisdiction and venue for any action or proceeding arising out of or in connection with this EULA or the Software shall lie exclusively in or be transferred to the applicable state or federal court located in Tarrant County Texas,. No dispute or legal action arising under this EULA, may be brought by either party more than four (4) years after such cause of action accrued, except that an action for nonpayment may be brought within two (2) years of the date of the last payment. 3.2 Severability: These terms and conditions may be severable and the invalidity, illegality or unenforceability in whole or in part of any provision shall not affect the validity of other provisions 3.3 Reservation of Rights: APS reserves all rights not expressly granted by this EULA. TERMS AND CONDITIONS OF SALE These Terms and Conditions of Sale establish the basis on which the purchase and sale of products and services described in Customer purchase orders and furnished by Advanced Public Safety, Inc. ("APS"), (hereinafter, "Item(s)" or "item(s)') is made by and between you ("Customer") and APS Every purchase order placed with APS is conditioned on and confirms Customer's acceptance of these terms and conditions of sale, and APS agrees to furnish the Items described in Customer's purchase orders only upon these terms and conditions. Any terms or conditions to the contrary appearing on orders, or within Customer's terms and conditions of purchase or any other documentation shall be of no effect. No waiver, modification or addition to these terms and conditions, or any assignment of Customer's nghts or obligations hereunder shall be valid or binding on APS unless in wnting and signed by an authorized APS representative. 3 1. General: 1.1 Validity of sales agreement: APS's quotations are non -binding unless otherwise expressly stipulated in writing. Customer orders are accepted as valid and binding only when confirmed by APS in writing. Orders cannot be canceled for any reason without the prior written consent of APS. In such case, APS may claim compensation under Section 3.2 below. 1.2 Intellectual property ownership of tender materials: APS retains title and full intellectual property ownership of all tender documents and materials, including without limitation, calculations, drawings, models, plans, sets of tools, etc. Unless otherwise provided by applicable law, all such documents and materials are considered confidential and Customer shall not copy such documentation or materials or disclose them to third parties without APS's prior written consent. 1.3 Basic Order Terms - Fixed: All purchase orders for Items shall include the following information: (i) Items and quantities,(ii) prices, (iii) shipping instructions, and (iv) the APS part number, (collectively, "Basic Order Terms"). All Basic Order Terms are fixed and final upon APS's acceptance of the order. APS's obligation to Customer is limited to the contract terms. 1.4 Software License: If a purchase order includes software Items, such software is licensed, not sold, and Customer is authorized to use the software solely in accordance with, and subject to the terms and conditions of the end user license accompanying such software (including any differing limited warranty terms exclusions and limitations). Nothing herein shall be construed to grant any rights or license to use any software in any manner or for any purpose not expressly permitted by these terms and conditions or its applicable end user license agreement. 1.5 Customization: Customization or configuration of APS software Items performed by APS at Customer's request, if any, will be subject to additional charges, except as otherwise provided on Customer's accepted order or agreed to in writing by APS. APS will retain all copyright and other proprietary rights to the Item and any additional customization or configuration, and shall have the right and authority to use sell and distribute the Item and utilize the results of the work for any other purpose in APS s sole discretion, without requirement of notification or liability to Customer of any kind (including without limitation, monetary remuneration). The results of any additional customization or configuration will be deemed accepted upon delivery In the case of notifications to ship that are not in writing, Customer's acceptance of such Items will be deemed to occur (5) days after Delivery as defined in 2.2 below. 2. Delivery: 2.1 Delivery time: Delivery times are established when Customer's order is received and accepted in writing by APS APS will use commercially reasonable efforts to meet Customer's requested delivery dates, unless Customer is in default under the contract or APS's performance is otherwise excused APS shall not be liable for late or delayed shipment. Late or delayed shipment shall not be a basis for Customer's cancellation of any order. 2.2 Delivery terms: Delivery of the Items will be made on an FCA (Incoterms 2000) APS's facility basis. Title and risk of loss or damage to the Items covered by these Terms and Conditions shall pass to Customer upon delivery (except for title to software Items, in which case only title to the media shall pass). Unless otherwise agreed, APS will deliver the Items freight prepaid; provided that Customer will pay or reimburse APS for all costs of carriage, freight, insurance (if applicable), duty and other related shipping charges in connection with shipment hereunder. Customer shall make such payments to APS within thirty (30) days after date of APS's invoice. APS has the right to make partial deliveries. 3. Acceptance, Inspection, Notice of Nonconformance: 3.1 Customer's acceptance of ordered Items shall be deemed to occur at delivery to the FCA point. It is Customer's responsibility to give prompt written notice of identified damage or nonconformance of goods. Upon receipt Customer shall inspect the condition of the Items. In the event of physical damage to delivered Items or their packaging Customer shall indicate any damage to the carrier on the delivery note have the carrier's agent sign the document and, within five (5) days of receipt, send all documents by e-mail or fax to the APS facility from which shipment took place together with the carrier's references. Customer shall notify APS within (5) days of delivery of incorrect or nonconforming Items or materials. Concealed physical loss or damage claims must be made by Customer to the carrier by requesting an inspection and filing a claim with the carrier, with written notice, which shall also be given to APS within (5) days of delivery. If Customer retains the Item without giving notice within the aforesaid designated periods, Customer will be deemed to have waived its right to reject the order. 3.2 If Customer rejects conforming Items under an accepted order, APS shall be entitled to claim reasonable compensation for restocking and other expenses it has actually incurred. The risk of accidental loss/destruction or accidental deterioration of Items sold or distributed hereunder shall pass to the Customer at the time Customer rejects conforming Items. 4. Return of Items. There is no right of return of conforming Items. Return of nonconforming and rejected Items must be made pursuant to APS s return procedures then in effect. Items must be returned, transport prepaid, to the APS facility (no C.O D. or Collect Freight accepted) in original boxes and packing material, unless otherwise agreed by APS. The Items travel at the risk and responsibility of Customer If returned Item is claimed to be defective, a complete description of the nature of the defect must be included with the returned Items. All returns are subject to inspection. 5. Pricing, Terms of Payment 5.1 Unless otherwise agreed in writing, payment terms shall be as follows: 50% of the total purchase price is due on receipt of 4 Customer's purchase order. Thereafter, 50% of the purchase price is due upon final system acceptance. The date of the receipt of payment by APS shall be determinative. No discount will be granted for advance payment Payment shall be made in United States Dollars (USD$). APS shall be entitled to offset payments against prior debt balances in Customer's account. Items or services purchased under APS's United States General Services Administration ("GSA") Schedules, if any, will be subject to all of the pricing and other terms, conditions described in the applicable GSA Schedule. 5.2 — Intentionally deleted 5 3 Interest shall be charged on all overdue sums owing to APS under these terms and conditions at the rate of one percent (1%) per month (or the highest legal limit if lower than said amount), and shall be calculated from the date the sums in question were payable to the date on which payment is made in full. 5.4 Customer grants APS a purchase money security interest in each Item shipped to Customer until payment is made in full to APS for such Items. Upon request from APS, Customer will cooperate with APS in perfecting any such security interest. 5.5 — Intentionally deleted 5.6 Stated Item prices do not include any applicable sales, use, personal property or similar taxes, or transportation or insurance charges, • or delivery of the Item shall be paid by Customer to APS unless Customer provides direct payment authority or an exemption certificate valid in the state to which the Item will be shipped 6. APS Software Support and Maintenance Services 6.1 Eligibility for Support. To be eligible to receive the technical support and maintenance services for APS software Items as described in Sections 6 2 through 6.3 below ("Annual Maintenance Services"), the license under which accepts the APS software must be valid and currently in effect, and Customer must have timely paid all charges and fees due and payable under the contract and associated purchase order(s), including, without limitation, the Annual Maintenance Services fee (at the rates then currently in effect) for the applicable support Service Term. "Service Term" means each twelve (12)-month period during which APS agrees to furnish the Annual Maintenance Services. 6.2 Scope of Annual Maintenance Services. During Customer's applicable Service Term, APS will use commercially reasonable efforts to correct verifiable and reproducible software errors in the covered APS software Items when reported in accordance with APS's standard reporting procedures, which may be modified from time to time at APS's discretion. A software error shall mean a failure of the software that causes it not to perform substantially in accordance to its APS specifications. If an error exists, Customer must provide APS with information sufficient for APS to duplicate the circumstances under which the error in the APS software Item became apparent. APS will provide such technical support to Customer 24 hours a day, 7 days a week. 6.3 New Releases. APS may from time to time issue fixes or revisions of the APS software Items for release to its customers generally ('New Releases"). As part of the Annual Maintenance Services during the Service Term APS will provide Buyer with one (1) copy of each such New Release at no additional charge, subject to APS' established procedures for delivery to its customers APS shall provide reasonable assistance to help Customer install and operate each New Release; provided however, that if such assistance is to be furnished at Customer's facility, Customer shall pay supplemental charges set forth in APS' then current rate schedule for such assistance. 7. Warranty: 7.1 Limited Warranty for APS Items: Unless the limited warranty included with any APS manufactured Items covered by these terms and conditions grants different rights to the Customer, APS warrants to Customer, and only to Customer, that such Items furnished under the contract shall be designed and manufactured to conform to APS's specifications and all parts or media are and will be free from defects in material and workmanship for a period of ninety (90) days from date of delivery. During the warranty period APS's liability is limited to replacing, repairing or issuing credit for any Item that is returned to APS by the original purchaser freight prepaid and which upon inspection is determined by APS to be defective in materials or workmanship. APS's repair or replacement of a defective Item as provided in this section or refund of the purchase price is Customer's only and exclusive remedy for a defective Item, and is made subject to the terms of this warranty. 7.2 Warranty Exclusions: The foregoing APS limited warranty shall only apply in the event and to the extent that (a) the APS Item is properly and correctly installed, configured interfaced, maintained, stored, and operated in accordance with APS's applicable operator's manual and specifications and; (b) the Item is not modified or misused This APS limited warranty shall not apply to and APS shall not be responsible for defects or performance problems resulting from (i) the combination or utilization of the Items with hardware or software Items information, data, systems interfaces or devices not made, supplied or specified by APS; (ii) the operation of the APS Item under any specification other than, or in addition to, APS's standard specifications for its products; (iii) the unauthorized, installation, modification, repair or use of the APS Items; (iv) damage caused by accident, electrical discharge or exposure to environmental conditions for which the APS Items are not intended, or normal wear and tear; (v) equipment or software manufactured and produced by third parties; or (vi) change or upgrade of Customer's computer operating system or mobile client devices following Customer's purchase of the Items APS does not warrant or guarantee the results obtained through the use of the Items. APS MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO SERVICES, WHICH IF PROVIDED HEREUNDER ARE PROVIDED ` AS -IS." 7.3 Third Party Manufactured Equipment and Software Items Warranty. APS will extend to Customer the manufacturer's 5 warranty, if any, for all third -party manufactured equipment and software Items delivered by APS to Customer under the contract. Customer acknowledges and agrees that APS shall not be responsible for separately warranting or supporting third - party manufactured equipment or software Items. 7.4 WARRANTY DISCLAIMER: THE FOREGOING LIMITED WARRANTY TERMS STATE APS'S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDIES, RELATING TO THE ITEMS FURNISHED BY APS HEREUNDER. EXCEPT AS OTHER- WISE EXPRESSLY PROVIDED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ITEMS ACCOMPANYING DOCUMENTATION AND MATERIALS ARE PROVIDED 'AS -IS' AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND, BY EITHER APS OR ANYONE WHO HAS BEEN INVOLVED IN ITS CREATION, P RODUCTION, INSTALLATION, OR DISTRIBUTION INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, APS MAKES NO WARRANTY OR REPRESENTATION OF ANY NATURE THAT THE BUYERS USE OF THE LICENSED SOFTWARE OR OTHER ITEMS FURNISHED TO BUYER U NDER THIS AGREEMENT WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APS ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES CREATES ANY WARRANTIES OR IN ANY WAY INCREASES THE SCOPE OF THIS LIMITED WARRANTY THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON THE PART OF APS ARISING OUT OF, OR IN CONNECTION WITH ANY ITEM SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY N OT APPLY OR FULLY APPLY TO YOU. 8. LIMITATION OF LIABILITY: EXCEPT AS OTHERWISE PROVIDED HEREIN, WITHOUT LIMITING THE FOREGOING, APS S ENTIRE LIABILITY TO CUSTOMER UNDER OR FOR BREACH OF THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO APS UNDER THE CONTRACT FURTHER, N EITHER APS NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR OTHER DAMAGES, OR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE ITEM OR ANY ASSOCIATED EQUIPMENT, DOWNTIME AND USER TIME OR FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE ITEM. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW ANY IMPLIED WARRANTY OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE ON THIS ITEM IS LIMITED IN DURATION TO THE DURATION OF THE FOREGOING WARRANTY. ADDITIONALLY SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIFIED OTHER DAMAGES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, OR MAY NOT FULLY APPLY. 9. Intellectual Property Ownership: As between APS and Customer, Customer agrees that APS and its suppliers, as applicable, own all right title and interest to all intellectual property and other proprietary rights to the technology software, designs, engineering details, schematics and similar data relating to or incorporated in the Items and any accompanying documentation or information derived from the foregoing. Customer shall take reasonable precautions to prevent unauthorized access and use of the software Items and accompanying documentation by third parties. To the extent permitted by applicable law, Customer shall not nor allow any third party to copy decompile, disassemble or otherwise reverse engineer the software Items, or attempt to do so. Customer is prohibited from, and shall use all reasonable efforts to prevent any third party from, removing, covering or altering any of APS or its suppliers patent, copyright or trademark notices placed upon embedded in or displayed by the Items or their packaging and related materials within Customer's control. APS and its suppliers, as applicable, reserve all rights not specifically granted to Customer hereunder. 10 Indemnification: If someone makes a claim against you that the Software infringes their intellectual property rights, APS will indemnify you if you do the following: notify APS promptly in writing not later than 30 days after you receive notice of the claim or sooner if required by applicable law give APS sole control of the defense and any settlement negotiations and give APS the information, authority, and assistance APS needs to defend against or settle the claim If APS believes that any of the Software may have violated someone else's intellectual property rights, APS may choose to either modify the Software or obtain a license to allow for continued use, or at APS' sole discretion, APS may end the license for the applicable Software and refund any license fees and any unused, prepaid support fees you have paid for it. APS will not indemnify you if you alter the Software outside the scope of use provided in the documentation or if you use a Software version which has been superseded if the infringement claim could have been avoided by using an unaltered current version of the Software. APS will not indemnify you to the extent that an infringement claim is based upon the combination of the Software with any products, software or services not provided by APS. THIS SECTION PROVIDES YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIMS OR DAMAGES. 11. GOVERNMENT END USERS -RESTRICTED RIGHTS. Use, duplication, or disclosure of software Items by the U.S. Government is subject to restnctions set forth in the applicable license agreement accompanying any such Item and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(i) (OCT 1988), FAR 12 212(a) (1995), FAR 52.227-19, or FAR 52.227-14(ALT III), as applicable. 12. Export procedures: Customer is informed that sale and delivery of Items in an export situation may be subject to export 6 regulations of the United States or other countries. Customer warrants that it will not export or re-export directly or indirectly, any Item in violation of any law or regulation, (including, without limitation, any law or regulation of the United States Government or any agency), or to embargoed or otherwise restricted countries, or sell Items to companies listed on the denied persons list published by the United States Department of Commerce. Customer further warrants that it will not export or re- export, directly or indirectly, any Item with knowledge that it will be used in the design, development, Production or use of chemical, biological, nuclear or ballistic weapons. Laws and regulations change frequently. It is Customer's responsibility to know the law pertaining to export/import procedures in the country of destination of the Item. 13. Default: APS reserves the right, by written notice of default, to cancel or indefinitely suspend an accepted Item order if: (i) Customer defaults in the performance of its obligations hereunder, or otherwise breaches the contract, or (ii) Customer ceases business operations or enters into any bankruptcy, insolvency, receivership or like proceeding not dismissed within thirty (30) days, or assigns its assets for the benefit of creditors. 14. Applicable law a Settlement of Disputes: These terms and conditions will be governed by and construed in accordance with the laws of the State of Texas and applicable United States federal law, without reference to "conflicts of laws" provisions or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The venue for any action or proceeding arising out of or in connection with these terms and conditions, the Items provided under an order, or the commercial relationship of the parties shall be in the applicable state or federal court located in Tarrant County, Texas, No dispute or legal action arising under this Agreement, may be brought by either party more than one four (4) years after such cause of action accrued, except that an action for nonpayment may be brought within two (2) years of the date of the last payment. 15. Severability: These terms and conditions may be severable and the invalidity, illegality or unenforceability in whole or in part of any provision shall not affect the validity of other provisions. 16. Force Majeure: Neither party shall be liable to the other for failure to perform its obligations hereunder (except the payment of sums due) to the extent caused by an event beyond such party's reasonable control, including, without limitation, government regulations or orders, state of emergency, acts of God, war, warlike hostilities, terrorism, riots, epidemics, fire, strikes, lockouts, or similar cause(s), provided that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof. 17. Notices: Any notice or other communication given by either party to the other regarding these terms and conditions will be deemed given and served when personally delivered, delivered by reputable international courier requiring signature for receipt, or five (5) business days after mailing (postage prepaid), addressed to the party at its notice address. Either party may change its notice address by written notice to the other. Customer's notice address shall be its address appearing on the accepted purchase order. APS's notice address shall be: Advanced Public Safety, Inc., Attn : President, 500 Fairway Drive, Suite 204, Deerfield Beach, FL 33441, with co. Tri iDle _ .k, -�r Limited, Attn: General Counsel, 935 Stewart Drive, Sunnyvale, CA 94085. �O CITY SECRETARY City of Fort Worth / Customer: Signature Name Karen Montgomery Assistant City Manager Date 1 3// •-at Jr%Yct _ -• Y. . Eir ROVFD AS TO FORM AND LEGALITY: Assist afut torr ey rest-+^+'74.ezMr n r. '.-- sir `:-. FT. WORTH, Tx Advanced Public Safetv.: s Signature --'N.C.....12 Name g), g)11 Date ( Attested bya Mari- y Seoreta EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Electronic Ticketina Solutions for the Fort Worth Police Department Milestone / Deliverable Ref. #: Milestone / Deliverable Name. Unit Testing Completion Date: Milestone / Deliverable Target Completion Date: , Milestone / Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name: Printed Name. Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount EXHIBIT D NETWORK ACCESS AGREEMENT NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Advance) Public Safety, A Trimble Company, with its principal location at 500 Fairway Drive, Suite 204, Deerfield Beach, FL 33441, ("Contractor"). 1. The Network The City owns and operates a computing environment and network (collectively the "Network"). Contractor wished to access the City's network in order to provide [installation and configuration of Pocket Citation, SmartPrint, SmartConnect and SmartExport for our handheld units.. in order to provide the necessary support, Contractor needs access to the designated server where test citation files reside in order to perform testing of interfaces between Police RMS systems and Interfaces to Courtview for report creation. 2. 0rent of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing implementation services for their suite of products that will enable the police officers to create electronic tickets on the Motorola handheld units. The SmartPrint software is where the ticket template will reside and the SmartConnect software will allow printer connectivity. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are avertable upon request. 3. Network Cretientifla The City will provide Contractor with Network Credentials consisting of user IDe and passwords unique to each Individual requiring Network access on behalf of the Contractor Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ® Services are being provided in accordance with City Secretary Contract No. Services are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. Co services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Fafure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, Vendor Network Access Agreement Rev. 12t21/2010 employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Temaloation. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network, 7. Information Stout Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City Immediately upon discovery of a breach or threat of breach which Laud compromise the integrity of the City's Network, inducting but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. klABILITY Alsip INDEMNIFICATION. CONTRACTOR SHALL BE UABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE DIVAN RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN SY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, tTS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGUGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Cepfidenttal tnforrnpt(on. Contractor, for Itself and its officers, agents, employees, and representatives, agrees that It shall treat all Information provided to It by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City Immediately if the security or Integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent looks, data, documents, papers and records, both hard copy and electronic, of the Contractor Involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any Vendor Network Access Agreement 2 Advance Public Safety, A Trimble Company, Rev. 12/21/2010 directly pertinent books, data, documen4B, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. Aareernent faliv_e. This Agreement is cumulat`vo of and in addition to any written convict% agreements, understandings or acknowledgments wir the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Atnendriioria4 The term? of this Agreement shall not be waived, altered, modified, supplemented, or ar mnded in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment, Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of ail or any part hereof shall be null and void. 144 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. W Et force Maic ure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance dun to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes, 16. Goveminu Lew / Venue., This Agreement shall be construed in accordance with the laws of the State of Teen. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shalt lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. iSlanniMO Aut o By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement, Accurrio din AGREED: CITY ofF•RTWORTH* By: CONTRACTOR By: ;i a; :n Montgoner f Na Date:Assistant/City Manager co-0i fl ATT.-'T: By: Marty Hendrix City Secretary Vendor fciwork Access A My w o Ptthllo Safety, r_ no te: C) 1 to Jae t! ATTEST: By: Name: 0 Vi(> Title: t %0".. s t y.o \, t'1-1 v Id In/rt i e'er OFFICIAL RECORD ItertnititETARY FT, WORTH, TX .4-fto-ve APPROVED Aslstant City Attorney M & C: none teouirecf A • LEGALITY. Vendor Network Access Agreement 4 Advance Public Safety, A Trimble Company, Rev. 12f2i!20w0 M&C - Council Agenda Page 1 of 2 City of Fort Worth, Texas ayor and ouncil ommunication COUNCIL ACTION: Approved on 7/26/2011 DATE: Tuesday, July 26, 2011 LOG NAME: 35ELECTRONIC CITATION SOFTWARE SUBJECT: REFERENCE NO.: **C-25060 Authorize Execution of an Agreement for Software and Professional Services with Advanced Public Safety Inc., for the Purchase of Electronic Citation Software Training and Interfaces for the Police Department at a Cost Not to Exceed $53,828.56 (ALL COUNCIL DISTRICTS) RECOMMENDATION: Authorize execution of an Agreement for software and professional services with Advanced Public Safety Inc., for the purchase and implementation of an Electronic Citation software package that supports the Fort Worth Police Department at a cost not to exceed $53,828.56. DISCUSSION: The City of Fort Worth Police Department currently utilizes a paper based system to issue citations to citizens for different violations This M&C will authorize an initial pilot purchase of 19 licenses that will give the Police Department the ability to electronically issue citations from ticket -writing handhelds The citations will be securely uploaded to our city servers and be available for the necessary departments. Pocket Citation, the citation software, will allow officers to produce an electronic citation that will be customized with the city s violation codes, NCIC lists and local geographical information. Using the handhelds, the officer will be able to scan the driver's license information into the form and print the ticket from the blue -tooth enabled printers being purchased SmartExport will provide a mechanism to export the data for import into our Tiburon Records Management system and our Courtview system. Additional expenditures will be made for ticket -writing handhelds at $48K and thermal printers at $28K to complete the purchases for the pilot. Fiscal Year 2007 Justice Assistance Grant was awarded to the city for $150K to cover the cost of this pilot project. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager for an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL OPTIONS - The support Agreement may be renewed for up to three additional, one-year terms by mutual Agreement of the parties. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the IT Department and approved by the M/WBE Office because the purchase of goods and services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. FUND CENTERS: S • http://apps.cfwnet.org/ecouncil/printuic.asp?id=15668&print=true&DocType=Print 8/11/2011 M&C e Council Agenda TO Fund/Account/Centers CERTIFICATIONS: Submitted for City Manaaer's Office by: Oriainatina Department Head: Additional Information Contact: Page 2 of 2 FROM Fund/Account/centers GR76 539120 035423221010 $53.828.56 Charles Daniels (6199) Jeffrey W. Halstead (4231) Gerald Chandler (4219) ATTACHMENTS 1. Advance t-'ublic Safety Services Agreement (FINAL).doc (CFW Internal) 2. Available Funds 35ELECTRONIC CITATION SOFTWARE.Ddf (CFW Internal) 3. Exhibits.Ddf (CFW Internal) 4. Signed MWBE Waiver.Ddf (CFW Internal) http://apps.cfwnet.org/ecouncil/printmc.asp?id=15668&print=true&DocType=Print 8/11 /2011