HomeMy WebLinkAboutAgreement_General_10/13/2011 (3) a k.'
CTS IT
America'
SOFTWARE LICENSE AND SERVICES AGREEMENT
THIS AGREEMENT is made as of this V3 day of OdV & - , 2011, by SmartCOP, Inc. (a/k/a
Consolidated Technology Solutions and CTS America) ( "Licensor "), with its principal place of business at 180 North
Palafox Street, Pensacola, FL 32502, and the Village of Tequesta, a municipal corporation existing pursuant to the laws
of the State of Florida, ( "Licensee "), with its principal address at 345 Tequesta Drive, Tequesta, Florida 33469.
WHEREAS, Licensor has the exclusive right to license the public safety software modules known as SmartCAD,
SmartMCT, SmartMobile, SmartRMS, SmartADMIN, and SmartSWITCH.
WHEREAS, Licensee desires to acquire a non - exclusive and non - transferable license to use and configure to use the
software modules listed in Schedule I (attached as Appendix 1) (hereafter "Software Products "), subject to the terms and
conditions set forth in this Agreement.
WHEREAS, the pricing shown in Appendix 1: Pricing Schedule is pursuant to the Putnam County Sheriff's Office, FL,
Public Safety Software Project Bid from August 24, 2009, which was competitively bid.
NOW, THEREFORE, Licensor and Licensee agree as follows:
ARTICLE I. THE LICENSE
1.01 License. Licensor hereby grants to Licensee a non - exclusive and non - transferable license to use and configure
the Software Products solely for Licensee's internal operations (the "License ") for the term set forth in Section 1.02 and
subject to the terms and conditions set forth in this Agreement. The License includes the right to use and configure only
those Software Products listed in Schedule I (attached as Appendix 1) hereto. Licensee may license additional Software
Products through a written amendment to this Agreement specifying an additional license fee and signed by both parties.
1.02 Term. The License shall commence upon the delivery date for the Software Products set forth on Schedule I
(attached as Appendix 1) hereto (the "Delivery Date "); and provided that Licensee has paid all applicable fees. The
License shall continue in perpetuity, unless terminated pursuant to Article VII.
1.03 Fees and Charges. Licensee shall pay to Licensor a license fee (the "License Fee ") for the Software Products
in the amount and at the time set forth on Schedule I (attached as Appendix 1).
1.04 Taxes. If applicable, Licensee is responsible for and shall pay all federal, state and local sales, use, value
added, and ad valorem taxes due in connection with the licensing and use of the Software Products.
1.05 Sublicensing and Assignment Prohibited. This License does not provide Licensee the right to sublicense any
of the Software Products, and Licensee is strictly prohibited from sublicensing without the explicit written permission of
Licensor.
1.06 Exclusions. Except as expressly authorized in writing, Licensee shall not:
a. Copy the Software Products;
b. Cause or permit reverse compilation or reverse assembly of all or any portion of the Software
Products;
c. Distribute, rent, lease or transfer to any third party any portion of the Software Products; or
d. Export the Software Products in violation of U.S. Department of Commerce export administration
Version: July, 2009 Software License and Services Agreement —Page 1
CTS � �Amenca°
regulations.
e. Copy for use or distribute for use any third party software products resold to Licensee by Licensor
without paying the appropriate license fee.
1.07 Assignment. Licensee may not assign or transfer any right or obligation hereunder without the prior written
consent of the Licensor.
ARTICLE II. DELIVERY
2.01 Acceptance. On or before the Delivery Date, Licensor shall deliver to Licensee one (1) copy of the
Software Products (in machine - readable object code). Licensee shall be conclusively deemed to have accepted the
Software Products upon receipt unless Licensee notifies Licensor in writing within thirty (30) days of the Delivery
Date that the Software Products have been rejected as failing to operate substantially in accordance with the written
agreement between Licensor and Licensee, and describing in detail each nonconformity. Upon receipt of the
nonconformity list, Licensor shall have thirty (30) days to repair any nonconformities listed on the nonconformities
list by modifying the Software Products as necessary at Licensor's expense, such that the Software Products affected
by the nonconformities operate substantially in accordance with the written agreement between Licensor and
Licensee.
2.02. Installation. Licensor shall provide licensee with installation support in accordance with Licensor's
standard installation procedures for one (1) copy of the server portion of each Software Product as well as the client
portion of each Software Product for the fee set forth in Schedule I (attached as Appendix 1).
ARTICLE M. WARRANTY, MAINTENANCE AND SUPPORT SERVICES
3.01 Warranty, Maintenance and Support. Licensee may obtain warranty, maintenance and support services for
the Software Products by entering into a separate Software Warranty, Maintenance and Support Agreement with
Licensor, a sample copy of which is attached hereto as Appendix 2.
ARTICLE IV. CONFIDENTIALITY AND COPIES
4.01 Confidentiality. To the extent allowed by law, Licensor and Licensee shall not disclose one another's
Confidential Information.
4.02 Confidential Information. The term "Confidential Information" as used in this Agreement includes
any information (whether or not reduced to writing and whether or not patentable or protected by copyright) that
either Licensor or Licensee treats as proprietary or confidential (whether owned or developed by either party or
received by either party from third parties), including without limitation either party's trade secrets, business
methods, business policies, procedures, techniques, financial information, "know how", research or development
projects or results, algorithms, computer software and hardware, computer programs (whether source or object
code), hardware or manuals, trade secrets, or other knowledge or processes of or developed by Licensor or
Licensee. Failure to mark any of the confidential information as confidential or proprietary shall not affect its status
as part of Confidential Information under the terms of this Agreement.
4.03 Obligations. Licensor and Licensee shall protect each other's Confidential Information with at least the
same degree of care and confidentiality, but not less than a reasonable standard of care, that each utilizes for its own
Confidential Information and that it does not wish disclosed to the public.
4.04 Exclusions. This Agreement imposes no obligation upon either party ( "Recipient ") with respect to the
other party's ( "Discloser's ") Confidential Information that Recipient can establish by legally sufficient evidence: (a)
was in the possession of or was rightly known by Recipient without an obligation to maintain its confidentiality
prior to receipt from Discloser; (b) is or becomes generally known to the public without violation of this Agreement;
(c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or (d) is required to be disclosed by applicable law; provided that Recipient notifies Discloser of
Version: July, 2009
Software License and Services Agreement —Page 2
CTS %America
such requirement prior to disclosure, and provided further that Recipient makes diligent efforts to limit disclosure.
Recipient shall keep confidential any Confidential Information received for three (3) years after the termination of
this Agreement.
4.05 Copies. Licensee may make additional copies of any printed materials provided by Licensor up to the number
of simultaneous users set forth in Schedule I (attached as Appendix 1) but shall not make copies in excess of such
number without the prior written consent of Licensor. Licensee may make two (2) copies of the Software Products
solely for use by Licensee as back -up copies for disaster recovery. Every copy of the manual or the Software Products
made by Licensee shall include the copyright notices included on the copies delivered to Licensee. Licensee shall not
make or maintain any other copy of the Software Products or any portion, derivative or modification of any of them.
ARTICLE V. OWNERSHIP AND USE
5.01 Ownership. Licensor is not granting Licensee, either directly or by implication, any right, title or interest
in Licensor's Software Products, applications, software, code and/or systems. Licensee is acquiring the perpetual
right to utilize the run -time version of Licensor's Software Products that are current as of the time of the termination
of the contract between Licensor and Licensee. Licensee agrees not to disassemble, peel components, decompile,
otherwise reverse engineer or attempt to reverse engineer, or derive code from any of Licensor's Software Products,
applications, software, code and/or systems, or permit or encourage any third party to do so. Under no event shall
Licensee transfer, assign and/or sell the run -time version, the object code or the source code of Licensor's Software
Products, applications, software, code and/or systems to any person or entity.
5.02 Use. Licensee may keep one (1) copy of the Software Products resident on the file server for Licensee's
network ( "Network ") at the site designated on Schedule I (attached as Appendix 1) to this Agreement (the "Installation
Site ") and may keep one (1) copy of the client portion of each Software Product resident on as many computers owned
or controlled by Licensee and connected to the file server for as long as Licensee restricts access to the Software
Products resident on the server to the number of simultaneous users set forth in Schedule I (attached as Appendix 1).
Notwithstanding the foregoing, if the Network becomes inoperable (whether due to maintenance thereof, modification,
disaster, or otherwise), the Software Products may be temporarily used on a different file server at the Installation Site or
another computer center. Temporary use on a different file server, however, shall not exceed thirty (30) days without the
prior written consent of Licensor.
5.03 Modification. Licensee shall only make changes or modifications to the Software Products using the
Configuration Tools Modules listed on Schedule I (attached as Appendix 1) and provided by the Licensor. Violation of
this prohibition will be grounds for termination of this agreement pursuant to Article VII, and Licensor shall have no
further duties, liabilities or obligations with respect to the Software Products.
ARTICLE VI. LIMITATION OF LIABILITY AND INDEMNIFICATION
6.01 Limitation of Liability. Licensor, its officers, directors, shareholders, members, employees, and/or agents
shall not have any liability to Licensee, its officers, directors, shareholders, members, agents and/or employees for losses,
damages and/or injuries arising out of. (1) third party equipment or software not installed by Licensor; (2) any
equipment or Software Products for which maintenance has been performed by a third party not authorized by
Licensor; (3) any equipment or Software Products that have been substantially altered, damaged or modified by
someone other than Licensor or its subcontractors; (4) any equipment or Software Products which have been
damaged as a result of Licensee's failure to operate them in accordance with the operating instructions of Licensor,
the manufacturer, or the software vendor; (5) failures due to force majeure or exposure to unusual physical or
electrical stress; or (6) failure by Licensee to back up software and data contained in its system on a regular basis,
but not less than once every day. This limitation of liability includes all claims for losses, damages and/or injuries
arising in tort, contract, negligence, strict liability, or otherwise, including, without limitation, damages for physical or
mental pain or suffering, medical expenses, wrongful death, loss of good will, work stoppage, computer failure or
malfunction, loss of work product, or any and all other commercial or personal injury damages or losses, direct or
indirect.
Version: July, 2009
Software License and Services Agreement —Page 3
CTSM�V America -
6.02 Indemnification for Infringement. Licensor shall, at its expense, indemnify and defend Licensee against any
claim that the Software Products infringe any United States patent or copyright and pay any resulting final judgment or
settlement cost, provided that Licensee gives Licensor prompt, written notice of any such claim and allows Licensor to
control the defense and all related settlement negotiations. Licensee shall allow Licensor, at Licensor's option and
expense, if any infringement claim has occurred or in Licensor's reasonable judgment is likely to occur: (i) to procure the
right for Licensee to continue using the Software Products; (ii) to replace or modify the Software Products so that they
become non - infringing and functionally equivalent; or (iii) if neither of the foregoing alternatives is available on terms
which are reasonable in Licensor's discretion, Licensee shall, upon the request of Licensor, return the Software Products
to Licensor, whereupon Licensee can seek applicable remedy from Licensor pursuant to a breach of this Agreement.
Licensor shall have no liability to indemnify or defend Licensee to the extent the alleged infringement is based on: (a) a
modification of the Software Products by anyone other than Licensor or someone acting on behalf of Licensor, (b) use of
the Software Products other than in accordance with the written agreement between Licensor and Licensee, or (c) a
modification by Licensor of the Software Products at the direction of Licensee.
6.03 Indemnification Generally: Licensor agrees to defend, indemnify and hold Licensee and its respective
officers, agents and employees harmless against any and all claims, lawsuits, judgments, costs, and expenses for
personal injury (including death), property damage or other harm for which recovery of damages is sought that
arises out of Licensor's breach of any of the terms or provisions of its agreement with Licensee, or by any negligent
act or omission of Licensor, its officers, agents, employees, or subcontractors, in the performance of the agreement;
except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole
negligence or fault of Licensee or its respective officers, agents, employees, or subcontractors; and in the event of
joint and concurrent negligence or fault of Licensor and Licensee, responsibility and indemnity, if any, shall be
apportioned comparatively. The provisions of this paragraph are solely for the benefit of Licensor and the Licensee
and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Moreover,
nothing in this provision is intended to mitigate or exclude any and all defenses (such as sovereign immunity) that
Licensor or Licensee can raise in any cause of action filed against Licensor or Licensee by a third -party. Nothing
contained in this License or any of its appendices or exhibits shall be construed as a waiver of Licensee's sovereign
immunity beyond the limits set forth at Sec. 768.28, Florida Statutes.
ARTICLE VII. TERMINATION
Licensor may terminate the License if Licensee: (i) fails to pay the License Fee when due as set forth in Schedule I
(attached as Appendix 1); (ii) makes or distributes, or fails to use its best efforts to prevent others from making or
distributing, copies of the Software Products (except as expressly permitted by this Agreement) or derivations or
modifications thereof, (iii) uses the Software Products in violation of the provisions of this Agreement; or (iv) fails to
comply with any other material obligation under this Agreement and such failure, action, use or non - compliance remains
uncured for thirty (30) days after receipt of written notice thereof. Licensee may terminate this Agreement for any
reason or for no reason by providing Licensor with six months written notice sent via certified mail, return receipt
requested, to the address first written above. Upon termination of the License by either Licensor or Licensee, Licensee
shall discontinue use and return all copies of the Software Products in its possession or control to Licensor, but
Licensee's obligation to pay accrued charges and fees up to the date of termination, and to protect the confidentiality of
the Software Products shall continue.
ARTICLE VIII. MISCELLANEOUS
8.01 Disputes. Any notice hereunder by either party shall be given by personal delivery or by sending such notice
by certified mail, postage pre -paid, to the other party at its address set forth herein or at such other address designated by
written notice. Notice shall be deemed to have been received upon the date of actual delivery.
8.02 Interpretation. The validity and interpretation of this Agreement and the rights and obligations of the parties
hereunder shall be governed by the laws of the State of Florida, without regard to the principles of Florida's conflicts of
laws thereof. Venue for any dispute resolution or litigation regarding this Agreement shall be in Palm Beach County,
Florida.
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Software License and Services Agreement —Page 4
CTS America"
8.03 Severability. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or
illegal for any reason, the validity and enforceability of all of the remaining provisions hereof shall not be affected
thereby.
8.04 Failure to Exercise Rights. The failure of either party to exercise any of its rights under this Agreement for a
breach thereof shall not be deemed to be a waiver of such rights nor shall the same be deemed to be a waiver of any
subsequent breach.
8.05 Titles. The titles of the Articles and Sections hereof are for convenience only and do not in any way limit or
amplify the terms and conditions of this Agreement.
8.06 Complete Agreement. This Agreement, together with the Appendix, constitutes the entire understanding
between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, statements,
warranties, representations, and agreements, oral and written, relating hereto. Any amendment hereof must be in writing
and signed by both parties.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed and delivered this
Agreement as of the date first above written.
LICENSOR LICENSEE
Printed Name: George K Stephenson Printed Name:
Title: President and CEO Title: ((7Y
Date: 1p —// /,/ Date:
Version: July, 2009
Software License and Services Agreement —Page 5
APPENDIX 1 - Pricing Schedule
a grica
Smart Solutions for Public Safety
CTS America Pricing Summary for
The Village of Tequesta, FL - Police Department 9/15/2011
1 ,CTS America Software
SmartCAD (Computer Aided Dispatching) $ 65,995.00
SmartRMS (Records Management System) $ 62,989.00
SmartSwitch (Mobile Data Switch) $ 29,997.00
SmartMCT (Mobile Computers) $ 25,440.00
SmartADMIN (Administrative Modules) $ 10,000.00
I&M .. tl
'CTS America Services Tr* �inq Project Management etc.
Third Party Software $ 6,800.00
Training Services $ 29,600.00
Installation Services $ 17,996.00
Project Management $ 19,442.00
tt
• t1
?"ment Terms: 3 Installments, 0 Interest
Due on signing of contract October 3, 2011 34% Total Purchase $ 55,500.92
Second Installment October 3, 2012 - 33% Total Purchase $ 53 ,868.54
Third Installment October 3 2013 - 33% Total Purchase $ 53,868.54
Annuall Maintenance Fee $ 11
31,1 07 . 00
First Year Annual Maintenance (October 3, 2011) $ -
Second Year Annual Maintenance (October 3, 2012) $ 22,000.00
Third Year Annual Maintenance (October 3, 2013) $ 22,660.00
Fourth Year Annual Maintenance (October 3, 2014) $ 23,340.00
First Year of Maintenance Included in the Initial Licensing Fee
Maintenance Fee Percentage Based Upon CTS America Software Value Only
Maintenance Fees subject to 3% per year increase
Fee Includes Free Maintenance Releases, Upgrades, and 24 / 7 / 365 Phone Support
Pricing Good for 180 Days Pricing Schedule — Appendix 1 — Page 1
CTS America CAD Solution for
The Village of Tequesta, FL - Police Department Americ k-A
Extended Item
Item Part # Unit oty Cost
SmartCAD (Computer Aided Dispatching)
Base Package - Tier 1 CAD -T1 Per Site 1 $ 49,999.00 $ 49,999.00
Features List: Multi Jurisdiction, Police, /Fire /EMS, GEO Validation,
Report # generation, Demographic Data Collection /Reporting,
Integrated to RMS/MCTs and other CTS America modules.
GIS - CAD Mapping Solution
ESRI Based Mapping Solution CAD -GIS Per Workstation 2 $ 2,700.00 $ 5,400.00
Features List: Call Plotting, Closest unit Recommendation, vehicle
plotting and routing, Configurable Icon support, Includes E911
Phase II Support
SmartCAD Options
State /NCIC Access within CAD [Requires SmartSwitch] CAD -CIC Per Workstation 2 $ 299.00 $ 598.00
Automatic Vehicle Location (AVL) Support Per Site 1 $ 4,999.00 $ 4,999.00
[Requires AVL Server and /or Mobile Computers] CAD -AVL
E911 ANI /ALI Data Import Interface CAD -911 Per Site 1 $ 4,999.00 $ 4,999.00
S OFTWARE CTS America • TAL ------ SUB TOTAL $ 65,995.00
CAD Training
User Classroom Sessions CAD -TUSER Per 8hr. Class 2 $ 3,000.00 $ 6,000.00
One on One System Administrator Training CAD -TSYS Per 4hr Class 1 $ 2,000.00 $ 2,000.00
"Go Live" on -site support CAD -TLIVE Per Day 1 $ 1,200.00 $ 1,200.00
Subtotal $ 9,200.00
CAD Installation Services
CAD Software Installation CAD -INST Per Site 1 $ 999.00 $ 999.00
CAD Setup and Configuration Assistance CAD -SETUP Per Day 1 $ 2,000.00 $ 2,000.00
GIS Data Integration and Configuration CAD -IGIS Per Day 2 $ 2,000.00 $ 4,000.00
Subtotal $ 6 999.00
SmartCAD Total Total $ 00
Pricing Good for 180 Days Pricing Schedule — Appendix 1 — Page 2
CTS America RMS Solution for �-i-S r�-k
The Village of Tequesta, FL - Police Department America" "A
�ltem Item Description Part # Unit Q ty_ Cost Ext. Price
SmartRMS (Records Management System)
Base Package - Tier 1 RMS -T1 Per Site 1 $ 49,999.00 $ 49,999.00
Features List: MNI, MBI, ArresbWarrants, Field Interviews, Trespass
Warnings, Pawn, Citations, UCR/NIBRS
SmartRMS Options
Traffic Accident/Crash Management RMS -TCRSH Per Site 1 $ 9,995.00 $ 9,995.00
E Crash Transmittal to the State RMS -ECR Per Site 1 $ 2,995.00 $ 2,995.00
S OFTWARE CTS America • • 0=
RMS Training
User Classroom Sessions RMS -TUSER Per 8hr. Class 2 $ 3,000.00 $ 6,000.00
One on One System Administrator Training RMS -TSYS Per 4hr Class 1 $ 2,000.00 $ 2,000.00
"Go Live" on -site support RMS -TLIVE Per Day 1 $ 1,200.00 $ 1,200.00
Subtotal $ 9,200.00
RMS Installation Services
RMS Software Installation RMS -INST Per Site 1 $ 999.00 $ 999.00
RMS Setup and Configuration Assistance RMS -SETUP Per Day 2 $ 2,000.00 $ 4,000.00
Subtotal $ 4
SmartRMS Total Total $ 0.
Custom Reports can be provided at $150 1hr., $1000 minimum per report
Pricing Good for 180 Days Pricing Schedule — Appendix 1 — Page 3
CTS America Message Switch Solution for CT5'�r
The Village of Tequesta, FL - Police Department America'~
item
Item Description Part # Unit Q ty. Cost Ext. Price
SmartSWITCH (Mobile Data Switch)
Base Package (1 - 50 Concurent connections) SWITCH-50 Per Site 1 $ 9,999.00 $ 9,999.00
Access to State and NCIC
Car to Car/ Car to Dispatch messenging
CAD Viewer / Mobile Dispatch
CAD State and NCIC Access
RMS Query Engine SWITCH -RMS Per Site 1 $ 9,999.00 $ 9,999.00
Query access to Incident Reports
Remote report approval
Mugshot retreival
Mobile Report Transmittal Engine SW ITCH -MRT Per Site 1 $ 9,999.00 $ 9,999.00
Accident /Crash Reporting
S OFTWARE CTS America • TAL SUB TOTAL $ 29
SWITCH Training
One on One System Administrator Training SW ITCH -TSYS Per 4hr Class 1 $ 2,000.00 $ 2,000.00
Subtotal $ 2,000.00
SWITCH Installation Services
SWITCH Software Installation SWITCH -INST Per Site 1 $ 999.00 $ 999.00
SWITCH Setup and Configuration Assistance SWITCH -SETUP Per Day 1 $ 2,000.00 $ 2,000.00
Subtotal $ 2,999.00
SmartSWITCH Total Total $ 00
* Other than SmartCAD requires integration services
** When available from state
* ** If Available Depends on State
Pricing Good for 180 Days Pricing Schedule — Appendix 1 — Page 4
CTS America MCT Solution for
CTS 0 �-
The Village of Tequesta, FL - Police Department America'~
Item Item Description Part # Unit oty- Cost Ext. Price
SmartMCT (Mobile Computer Terminal)
Base Package MCT -T1 Per Mobile 20 $ 399.00 $ 7,980.00
Access to state and NCIC
Car to Car messenging
CAD Viewer/ Mobile Dispatch
RMS Query Access - Tier 1 MCT -RQT1 Per Mobile 20 $ 299.00 $ 5,980.00
Query access to Incident Reports
Remote report approval
Mugshot retreival
Mobile Reporting Software - Tier 1 MCT -MRT1 Per Mobile 20 $ 399.00 $ 7,980.00
Incident/Offense Reports
Arrest Reports
Field Interviews
Crash Reporting
Citations (UTC /Boating + Warnings)
Mobile Software using Mappoint Maps (maps separate) MCT -MM Per Mobile 20 $ 50.00 $ 1,000.00
Shortest Route
Call Location
Vehicle Locations
SmartMCT Options
Crash Reporting - Requires Quick Scene Diagramming Software MCT -MMT5 Per Mobile 20 $ 50.00 $ 1,000.00
AVL Support/ Transmission MCT -AVL Per Mobile 20 $ 75.00 $ 1,500.00
S OFTWARE CTS America i TAL SUB TOTAL $ 25
MCT Training
User Classroom Sessions MCT -TUSER Per 8hr. Class 2 $ 3,000.00 $ 6,000.00
One on One System Administrator Training MCT -TSYS Per 4hr Class 1 $ 2,000.00 $ 2,000.00
"Go Live" on -site support MCT -TLIVE Per Day 1 $ 1,200.00 $ 1,200.00
Subtotal $ 9,200.00
MCT Installation Services
MCT Software Installation MCT -INST Per Site 1 $ 999.00 $ 999.00
MCT Setup and Configuration Assistance MCT -SETUP Per Day 1 $ 2,000.00 $ 2,000.00
Subtotal $ 2,999.00
SmartMCT Total Total $ 11
Pricing Good for 180 Days Pricing Schedule —Appendix 1 — Page 5
CTS America ADMIN Solution for CTS, -A
The Village of Tequesta, FL - Police Department America °`'
Qty- Cost Ext. Price
Item Item Part # Unit SmartADMIN (Administrative Modules)
Base Package ADM Per Site 1 $ 10,000.00 $ 10,000.00
Employee Manager
Security Manager
Training Module
Fleet Management
Issued Property
Transaction Log Viewer
S OFTWARE CTS America • TAL SUB TOTAL $ 10
Subtotal $
Third Party Product
Quick Scene Diagramming Software " SC -CZ Per Vehicle or Wks 20 $ 150.00 $ 3,000.00
Microsoft Mappoint 2010 Maps SC -MM Per Vehicle or Wks 20 $ 165.00 $ 3,300.00
ESRI MapObjects Runtime (CAD /MCT Only) ESRI -MO Per Workstation 2 $ 100.00 $ 200.00
ESRI NetEngine Runtime (Routing Only - CAD ONLY) ESRI -NER Per Workstation 2 $ 150.00 $ 300.00
Subtotal $ 6 800.00
Admin Total Total $ 16, 800 . 00
Microsoft SQL License to be provided by the Agency
Pricing Good for 180 Days Pricing Schedule — Appendix 1 — Page 6
C TS
America
APPENDIX 2
SOFTWARE WARRANTY, MAINTENANCE AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of this day of 2011, by and between SmartCOP, Inc.
(d/b /a Consolidated Technology Solutions and CTS America) ( "Licensor "), having its principal place of business at
270 North Palafox Street, Pensacola, Florida 32502, and the Village of Tequesta, a municipal corporation existing
pursuant to the laws of the State of Florida, ( "Licensee "), with its principal address at 345 Tequesta Drive, Tequesta,
Florida 33469.
WHEREAS, Licensor has the exclusive right to license the public safety software modules known as SmartCAD,
SmartMCT, SmartMobile, SmartRMS, SmartADMIN, and SmartSWITCH.
WHEREAS, Licensor has agreed to provide Licensee a non - exclusive and non - transferable license to use and to
configure the software modules listed in Schedule I (attached as Appendix 1) (hereafter "Software Products "), subject to
the terms and conditions set forth in this Agreement.
WHEREAS, Licensee has requested Licensor to provide warranty, maintenance and support services on the
Software Products.
NOW, THEREFORE, Licensor and Licensee agree as follows:
1.0 Warranty, Maintenance and Support Services. During the warranty, maintenance and support time
period, Licensor agrees to provide Licensee with commercially reasonable efforts to maintain the Software Products
in an operable condition, and to make available to Licensee updates to the Software Products that incorporate any
new features or enhancements to the licensed Software Products made generally available to Licensor's other
customers ( "Updates ").
Additionally, Licensor agrees to provide Licensee warranty, maintenance and support services consistent with
the following:
Warranty:
During the warranty period, all equipment, hardware and software furnished by Licensor to Licensee will
be warranted free from defects in material, functionality and workmanship. In the event any such defects in
equipment, software, or services become evident within the warranty period, Licensor shall correct the
defect by (1) repairing any defective component of the equipment or hardware; (2) correcting any
reproducible and/or recurring software defects; or (3) redoing the faulty software or replacing the faulty
equipment or hardware.
During the warranty period, Licensor is responsible for all charges incurred in returning defective parts to
Licensor, its subcontractor or suppliers, and in shipping repaired or replacement parts to Licensee. Labor to
perform warranty services will be provided at no charge to Licensee during the warranty period.
Service Maintenance
Any deficiencies found by Licensee during the warranty, maintenance and support period will be reported
to Licensor's technical support staff by Licensee. Licensor's technical support personnel are available
twenty-four (24) hours a day, seven (7) days a week, 365 days per year, holidays included. Customers use a
toll free number to secure assistance: 1- 877 - 762 -7826.
CTS ��%America
Correcting Deficiencies
During the warranty, maintenance and support period, Licensor will be responsible for ensuring
performance deficiencies are corrected. Licensor maintains sufficient technical help to support the ongoing
operation of the system and to develop required enhancements.
When a call is received, the Licensor call taker will secure all information necessary to properly evaluate
the caller's difficulty. Wherever possible, the call taker will work with the caller to resolve the issue
immediately using Licensor's knowledge base of resolutions. When such resolution is not possible, the call
taker will escalate the call to Level II support.
At Level II a lead engineer determines the severity of the call and assigns it to the appropriate engineer for
resolution. When the call is completed, the engineer will notify the support desk of the solution and note
the solution in the knowledge base. The caller will be notified as to resolution and any instructions for
correcting the problem.
New Service Versions
During the warranty, maintenance and support period, continual system review and recommendations for
enhancements are supported. Update releases will be distributed via CD and installed either with a dial -up
or an installation routine to minimize down time. Release Notes accompanying each release will identify
corrections and enhancements made in each software module and any installation instructions as warranted.
Selection of New Functions (Enhancements)
Licensor welcomes all suggestions for enhancements from Licensee. All enhancements will be reviewed
and those deemed beneficial to most users will be incorporated and included in the subsequent release of
the software. Users will be notified via telephone or e-mail when a suggestion will be incorporated into a
release and when to expect the release. In addition, enhancements will be identified in the Release Notes
that accompany software updates.
Support Services:
During the warranty, maintenance and support period, Licensor's support staff is available via a toll -free
number 24 hours a day, 7 days a week, 365 days a year for an immediate response. When a call is received,
a Licensor call taker works with Licensee personnel to immediately resolve errors using Licensor's
knowledge base of resolutions. When such resolution is not possible, the call is escalated.
The following outlines Licensor's support procedure:
Priority 1- Urgent/Emergency
• Issues that affect officer safety.
• Application introducing data corruption.
• Program will not start.
• Critical work cannot be completed to meet deadlines.
Steps to Resolution
1. A customer support technician will immediately contact the customer to
acknowledge receipt of the issue, and to inform the customer of Licensor's plan to
resolve the issue.
Ver. July 2009 Warranty Agreement— Appendix 2 - -Page 2
CTS jAmerica
2. Licensor personnel will begin resolving the issue while continuously updating the
customer with the status of the issue.
3. Engineering and support personnel are permanently assigned to assist until the
problem is resolved.
Priority 2- High/Non- Emergency
• Software module /function is down/non - functional.
Steps to Resolution
1. A customer support technician will immediately contact the customer to acknowledge
receipt of the issue, and to inform the customer of Licensor's plan to resolve the issue.
2. Licensor personnel will begin to resolve the issue while continuously updating the
customer with the status of the issue.
3. Engineering and support personnel are permanently assigned to assist until the problem is
resolved.
Priority 3- Medium Priority
• Problem exists but critical systems are functional.
• Problem can be temporarily circumvented.
• Customer states problem is not critical but would like a fix as soon as possible.
• Non - application related issues that have rendered the system inoperable.
Steps to Resolution
1. A customer support technician will immediately contact the customer to acknowledge
receipt of the issue, and to inform the customer of Licensor's plan to resolve the issue.
2. Licensor personnel will begin to resolve the issue and will update the customer as to the
status of the issue.
3. Engineering and support personnel are permanently assigned to assist until the problem is
resolved.
4. Licensor personnel will inform the customer as to the delivery date for the software patch
that will resolve the issue.
Priority 4- Minor Priority
• Minor problem with little or no impact on services.
• Customer impact is minimal.
• Deferred maintenance is acceptable, and a schedule can be determined between support and
the customer.
• Customer states problem can be addressed at a later date.
Steps to Resolution
1. Licensor personnel will begin to resolve the issue and will update the customer as to the
status of the issue.
2. Licensor personnel will inform the customer as to the delivery date of the software patch
that will resolve the issue. All future status reports will be communicated to the customer
via problem submission reports or direct customer inquiry via telephone or online TCN
status query.
Ver. July 2009 Warranty Agreement— Appendix 2 - -Page 3
CTS "America -
2.0 Duration: Licensor will provide Licensee with warranty, maintenance and support services for a period of
one year following installation and acceptance of the equipment and Software Products. This service is provided to
Licensee as part of the initial fee. Licensee can extended Licensor's maintenance and support services on an annual
basis after the initial twelve month period, for a period up to five years, by paying an agreed upon annual fee. If
Licensee fails to make the annual maintenance and support fee payments, or in the event Licensee materially
breaches this Agreement and such breach is not cured within thirty (30) days of receipt of written notice of breach,
Licensor may suspend or cancel the maintenance and support services.
3.0 Licensee's Cooperation. If Licensee requests warranty, maintenance or support, Licensee shall cooperate
with Licensor in all aspects of such service in order to facilitate Licensor providing electronic and onsite assistance
to Licensee, including without limitation providing Licensor with information by telephone, documentation (if
necessary), access to Licensee's computer system through high speed connectivity, and implementation (when
feasible).
4.0 Exclusions and Modifications. Licensor shall have no obligation to perform warranty, maintenance or
support services for: (1) third party equipment or software not installed by Licensor; (2) any equipment or Software
Products for which maintenance has been performed by a third party not authorized by Licensor; (3) any equipment
or Software Products that have been substantially altered, damaged or modified by someone other than Licensor or
its subcontractors; (4) any equipment or Software Products which have been damaged as a result of Licensee's
failure to operate them in accordance with the operating instructions of the manufacturer or software vendor; (5)
failures due to force majeure or exposure to unusual physical or electrical stress; or (6) failure by Licensee to back
up software and data contained in its system on a regular basis, but not less than once every day.
5.0 Limitations on Licensee Rights. Except as expressly authorized in writing, Licensee shall not:
a. Copy the Software Products;
b. Cause or permit reverse compilation or reverse assembly of all or any portion of the Software
Products;
c. Distribute, rent, lease or transfer to any third party any portion of the Software Products; or
d. Export the Software Products in violation of U.S. Department of Commerce export administration
regulations.
6.0 Ownership. Licensee acknowledges that the Software Products remains the exclusive property of Licensor
and its successors and assigns. Licensee acknowledges that it has no rights to nor interest in the Software Products other
than as expressly granted herein. Licensee shall not remove any identification or notices affixed to the Software
Products or their packaging. Additionally, no license, right or interest in any Licensor trademark, trade name, and
service mark is granted to Licensee hereunder.
7.0 Licensee Obligations. Licensee shall protect Licensor's trade secrets and intellectual property, including
without limitation the Software Products, with at least the same degree of care and confidentiality, but not less than a
reasonable standard of care, which Licensee utilizes for Licensee's trade secrets and intellectual property it does not
wish disclosed to the public.
8.0 Sublicensing and Assignment Prohibited. Without the prior written consent of Licensor, Licensee may
not transfer, assign or sublicense its rights, duties or obligations under this Agreement to any person, company or
entity, in whole or in part.
9.0 Limitation of Liability. Licensor's total liability for damages related to this Warranty, Maintenance and
Support Agreement (whether based in contract, tort, negligence, strict liability or otherwise) shall in no event exceed
the maintenance and support fees paid by Licensee during the twelve (12) month period immediately previous to the
event giving rise to the liability. This limitation of liability includes all claims for losses, damages and/or injuries
arising in tort, contract, negligence, strict liability or otherwise, including claims, losses, injuries, or damages arising
out of Licensor's negligence or gross negligence.
Ver. July 2009 Warranty Agreement— Appendix 2 - -Page 4
CTS 1�?J
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10.0 Interpretation. The validity and interpretation of this Agreement and the rights and obligations of the
parties hereunder shall be governed by the laws of the State of Florida, without regard to the Florida principles of
conflicts of laws. Venue for any dispute resolution or litigation regarding this Agreement shall be in Palm Beach
County, Florida.
11.0 Severability. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or
illegal for any reason, the validity and enforceability of all of the remaining provisions hereof shall not be affected
thereby.
12.0 Failure to Exercise Rights. The failure of either party to exercise any of its rights under this Agreement for a
breach thereof shall not be deemed to be a waiver of such rights nor shall the same be deemed to be a waiver of any
subsequent breach.
13.0 Titles. The titles of the Articles and Sections hereof are for convenience only and do not in any way limit or
amplify the terms and conditions of this Agreement.
14.0 Complete Agreement. This Agreement, together with the applicable Schedule I, constitute the entire
understanding between the parries with respect to the subject matter hereof and supersedes any and all prior
understandings, statements, warranties, representations, and agreements, oral and written, relating hereto. Any
amendment hereof must be in writing and signed by both parties.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed and delivered
this Agreement as of the date first above written.
Licensor Licensee. --
By Be
Pririted Name: George K. Stephenson Printed Name:
Title: President & CEO Title: rn or
Date: le) - Date: �� I
Ver. July 2009 Warranty Agreement— Appendix 2 - -Page 5