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March 18,2005
STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT
This Standard Software License and Services Agreement which includes the attached Exhibits("this Agreement")is
between New World Systems®Corporation ("New World"), a Michigan Corporation and Indian River County,
Florida , a political subdivision of the State of Florida,("Customer"). This Agreement sets forth the terms and
conditions under which New World will furnish the Licensed Products and will provide certain services described herein
to Customer.
The attached Exhibits include:
Exhibit AA.......................PAYMENT SCHEDULE
Exhibit A.........................LICENSED STANDARD SOFTWARE AND FEES
Exhibit Al .......................OPTIONAL SOFTWARE MODULES
Exhibit B..........................INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES
Exhibit C.........................STANDARD SOFTWARE MAINTENANCE AGREEMENT
Exhibit D.........................NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
Exhibit E..........................PREMIER DEMONSTRATION SITE DISCOUNT
Exhibit F..........................CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/
MODIFICATIONS AND/OR CUSTOM SOFTWARE
Exhibit G.........................DATA FILE CONVERSION ASSISTANCE
Exhibit H.........................INCORPORATION BY REFERENCE OF NEW WORLD'S RESPONSE TO
CUSTOMER'S RFP SOFTWARE SPECIFICATIONS
Exhibit I...........................ESCROW OF SOFTWARE SOURCE CODE
Exhibit J..........................ACCEPTANCE TESTING
Exhibit K.........................CHANGE ORDER PROCEDURE
Appendix l ......................AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD
PARTY PRODUCTS AND SERVICES
Appendix ......................AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF
COMPUTER HARDWARE,PROPRIETARY SOFTWARE AND SERVICES
By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached
Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us relating to
the matters referenced herein and replaces any prior oral or written representations or communications between
us. Each individual signing below represents that(s)he has the requisite authority to execute this Agreement on
behalf of the organization for which(s)he represents and that all the necessary formalities have been met.
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ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS®CORPORATION INDIAN RIVER COUNTY, FLORIDA
(New World) (Customer)
By its d of C my Commissioners
B By:
Larry D. inwebe ,President Date Thomas S. Lowther,Chairman
✓�� Date Approved by BCC:
Attest:J. K. Barton,Clerk
By:
Deputy Clerk
Approved: .y i<
By:
oseph . Baird, ='
ounty Administrator
Appr ved to form aril! 1eg1l sufficiency:
B
Marian E. ell,
Assistant County Attorney
This Agreement is effective upon the last date as shown on this cover page.
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1. DEFINITIONS.The following terms as defined below are used throughout this Agreement:
I "Licensed Standard Software"
The current version of New World standard and development application software package(s)(in machine readable code and,if applicable,
the related source code)listed on Lxhibit A. "Development Software"is standard application software currently under development by
New World which,if applicable,will be completed and delivered to Customer as Licensed Standard Software during the term of this
Agreement.
2."Upgrades"
Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C of this
Agreement and released after the execution of this Agreement.
3 "Licensed Custom Software"
Any software(programs or portions of programs)developed by New World specifically for Customer's own use.
4 "Licensed Software"
The Licensed Standard Software(including any Development Software).Upgrades,and Licensed Custom Software provided under this
Agreement.
5."Licensed Documentation"
New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions
relating to the Licensed Software(such as Product Bulletins,installation instructions,and training materials).
6."Authorized Copies"
Except as provided in Section H.subparagraph 1.3,the only authorized copies of the Licensed Softvare and Licensed Documentation are the
copies of each application software package defined in this Paragraph.They are:
(i)the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this
Agreement;and
(ii)any additional copies made by Customer as authorized in Section 11,subparagraph 1.2.
7 "Licensed Products-
The Licensed Software,the related Licensed Documentation,and the Authorized Copies of the foregoing.
8."Customer Liaison"-
A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement.Within ten(10)
days of execution of this Agreement,Customer shall notify New World of the name of the Customer Liaison.
9 "SSMA"
The New World Standard Software Maintenance Agrccment as set forth in Exhibit C
10."Computer"
The multiple MSP Server(s),to be located at:
Indian River County Shertys Office
4055 41'Avenue
Vero Beach,FL 32960 and oher such locations as designated by Customer in writing.
Customer shall identify in writing the serial number ofthe Computer within ten(10)days of receipt of the Computer or within ten(10)days
of execution of this Agreement,whichever is later If the Computer is to be relocated,Customer shall notify New World of the new location
in writing prior to the relocation.
11 "Confidential Information"
Information disclosed or obtained by one party in connection with,and during the term of,this Agreement and designated as"Confidential"
by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was
previously known to the other party without obligation of confidence or without breach of this Agreement,is publicly disclosed either prior or
subsequent to the other party's receipt of such information.or is rightfully received by the other partyfrom a third party without obligation of
confidence.
12. "An Authorized User"
Subject to the number of users specified in Exhibit A,any PC workstation that is connected to access the Licensed Software resident on
Computer and that may be activel) logged on to access the programs,interfaces,data,or files created and/or maintained by the Licensed
Software.
11 GENERAL TERMS AND CONDITIONS
1.0 SINGLE USE LICENSE
1.1 New World grants Customer a nontransferable and nonexclusive license to use the Licensed Software
only on the Computer and only for its internal processing needs.Customer shall have the right and
license to use,enhance,or modify the Licensed Software only for Customer's own use and only on the
Computer by an authorized user. New World will deliver to Customer one copy of each application
of the Licensed Software (in machine readable form compatible with the specified operating
environment) and one copy of the related Licensed Documentation. If Customer fails to pay all
license fees specified in Exhibit A and the applicable custom software fees, if any, Customer shall
forfeit the right and license to use the Licensed Products and shall return them to New World.
1.2 In order to assist Customer in the event of an emergency,Customer is permitted to make up to four
(4)back up copies on magnetic media of each application of the Licensed Software and one back up
copy of the related Licensed Documentation.These Authorized Copies may be stored off-site away
from Customer's premises as specified in the Definitions so long as they are kept in a location secure
from unauthorized use. Customer or anyone obtaining access through Customer shall not copy,
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distribute,disseminate,or otherwise disclose to any third party the Licensed Products or copies thereof
in whoe or in part, in any form or media. This restriction on making and distributing the Licensed
Products or copies of any Licensed Product, includes without limitation,copies of the following:
(i) Program libraries,either source or object code,
(ii) Operating control language;
(Ili)Ti lest Data,sample files,or file lay outs;
(iv) Plrogram Listings;and
(v) [lIicensed Documentation.
1.3 Upon written request by Customer, and with written permission by New World, additional
Authorized Copies may be made for Customer's internal use only.
2.0 OWNERSHIP
2.1 The Licensed Products and all copyright,trade secrets and other proprietary rights,title and interest
therein j remain the sole property of New World or its licensors,and Customer shall obtain no right,
title or interest in the Licensed Products by virtue of this Agreement other than the no
nontransferable license to use the Licensed Products as restricted herein.
2.2 The license to use any Licensed Custom Software provided under this Agreement,if any,is included
in this license.New World shall have the right to use any data processing ideas,techniques,concepts,
and/or know-how acquired by it in the performance of services under this Agreement including the
development of Licensed Custom Software for the advancement of its own technical expertise and the
performance of other Software License and Service Agreements or any other applicable agreements.
New World shall have,without restriction,the right to use all programs,procedures,information,and
techniques that are publicly available, obtained or obtainable from third parties and/or developed
independently by New World without specific reference to Customer's organization.
3.0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE
3.1 For a warranty period through December 31,2005 and during the term of Customer's SSMA(see
Exhibit C), New World provides software correction service and maintenance for the Licensed
Standard Software See Exhibit C for a description of the services available,the applicable fees and
procedures,and the SSMA start date.
4.0 WARRANTIES
4.1 New World warrants that the Licensed Standard Software will perform as specified in its user manuals
based oI the then-current release of the Licensed Standard Software.
4.2 New World warrants that it possesses the necessary intellectual rights to license to Customer the
Licensed Software provided hereunder.
The foregoing warranties do not apply if the Licensed Product(s)have been modified by any party other than
New World. New World does not warrant that the features or functions of the Licensed Software will meet
Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY
PROVIDED IN THIS PARAGRAPH 4.0, NEW WORLD MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, ITS
MERCHANTA13,1LITY,ITS FITNESS FOR A PARTICULAR PURPOSE,OR ANY IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE,COURSE OF DEALING OR USAGE OF TRADE.
5 0 INSTALLA TION IND TRAINING SUPPORT SERVICES
5 1 As provided for in Exhibit B and concurrent with timely payments,New World shall make available
to Customer qualified representative(s)who will provide installation and training support services for
each application of the Licensed Software delivered. See Exhibit B for a description of the services
provide,
and the applicable fees and procedures.
6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES
The successful iTplementation of the Licensed Products into Customer's environment requires Customer's
commitment to and cooperation in the implementation process. Accordingly,Customer hereby agrees to the
following:
6 1 Customer understands that the Licensed Software,is designed to run in a specified operating
environment which includes hardware,software and related equipment not provided by New World.
Customer is responsible for assuring that the appropriate hardware equipment,the related components
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and all cabling are installed timely and are suitable for the successful installation of the Licensed
Software.
6.2 Customer agrees to provide the management interface and support necessary to successfully complete
the implementation of the Licensed Software.This support includes upper level priority setting and
timely involvement during and after a change in Customer's organization, Customer's operations
and/or after changes in Customer's internal policies or procedures which directly affect the software
implementation.
6.3 Customer shall assign upper level employee(s)to serve as the Customer Liaison(s)for the duration of
the Licensed Software implementation.If Customer must replace the Customer Liaison(s)for reasons
beyond its control,Customer will assign new Customer Liaison(s)as soon as reasonably possible.
New World is not responsible for any delay caused directly or indirectly by the reassignment of the
Customer Liaison(s).In addition to other duties and responsibilities,the Customer Liaison(s)shall:
(i) provide timely answers to New World's requests for information;
(ii) coordinate a mutually agreeable training schedule;
(iii) have authority to sign for and obligate Customer to any matters relating to service requests,
design documents,performance test documents and/or delivery and service dates;
(iv) in situations where Customer participation is required, provide timely input for systems
definition,detail design,and use of the software system.
6.4 Customer is responsible for creating and maintaining its master files, tables and the like which
includes accurate data entry,accurate file editing and overall file control to assure successful systems
performance.
6.5 Customer shall provide qualified personnel with sufficient back up to be trained to use the Licensed
Software and to interpret the output. Applying the output information in Customer's environment is
Customer's sole responsibility.
7.0 BILLING AND ADDITIONAL AUTHORIZED USER CHARGES
7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made
under this Agreement. The parties acknowledge and agree that the terms of the Florida Prompt
Payment Act, Florida Statutes 218.70 el.seq shall control payments under this Agreement. To the
extent Customer imposes additional requirements on New World for services other than those
expressly provided in this Agreement, New World retains the right to make additional price
adjustments and/or any other adjustments that may be necessitated. Before performing these
additional services, New World will notify Customer in writing that the services are subject to
additional charge;and Customer must agree with the additional charges as a written amendment to this
Agreement.
7.2 If Customer wishes to add additional authorized users beyond the number(s)specified on Exhibit A
and Exhibit A 1,Customer agrees to pay the additional user fees at the then current user-based prices
in effect. SSMA fees shall be increased according to the upgraded user-based charges on the next
annual billing date after the additional authorized users are added. With said payments,the license
provided in Section 11, Paragraph 1.0 permits Customer's use of the Licensed Software for the
specified users.
7.3 Customer shall notify New World if additional authorized users need to be added to access the
Licensed Software and will pay the additional authorized user fees set forth in this Agreement for a
period ending 12-31-2005,and thereafter,as set forth in the then current New World Software Price
List,promptly when invoiced in accordance to the terms of the Florida Prompt Payment Act,Florida
Statutes 218.70 e[.seq
7.4 Any taxes imposed from the course of this Agreement are the responsibility of the Customer and
Customer agrees to remit when imposed. If an exemption is claimed by Customer,an exemption
certificate must be submitted to New World.
8.0 NON-RECRUITMENT OF PERSONNEL
8.1 During the term of this Agreement and for twenty-four(24)months thereafter,each party agrees not
to solicit or hire current or former employees of the other without the other's prior written consent.
9.0 CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT
9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable
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applicable state law, including, but not limited to, the provisions of Chapter 119, Florida Statutes
(Public Records Law),each party shall hold all Confidential Information in trust and confidence for
the party claiming confidentiality and not use such Confidential Information other than for the benefit
of that party. The other party agrees not to disclose any such Confidential Information,by publication
or otherwise,to any other person or organization.
9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information
and proprietary to New World. In addition to the other restrictions set forth elsewhere in this
Agreement or otherwise agreed to in writing,Customer agrees to implement all reasonable measures
to safeguard New World's proprietary rights in the Licensed Products,including without limitation the
following measures:
(i) Customer shall only permit access to the Licensed Products to those employees who require
access and only to the extent necessary to perform Customer's internal processing needs.
(ii) With respect to agents or third parties, Customer shall permit access to the Licensed
Products only after New World has received,approved and returned a fully executed Non-
Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to
reasonably refuse access to a third party after it has evaluated the request. Customer agrees
to provide information reasonably requested by New World to assist New World in
evaluating Customer's request to permit third party access to the Licensed Products;
(iii) Customer shall cooperate with New World in the enforcement of the conditions set forth in
the attached Non-Disclosure Agreement or any other reasonable restrictions New World may
specify in writing in order to permit access,
(iv) Customer shall not permit removal of copyright or confidentiality labels or notifications
from its proprietary materials;and
(v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed
Software.
9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or
otherwise,New World shall be entitled to seek and obtain a temporary restraining order,injunctive
relief, Qr other equitable relief against the continuance of a breach or threatened breach of this
paragraph 9.0 on Confidentiality and Non-Disclosure.
10.0 LIMITATION GF LIABILITYAND RECOVERABLE DAMAGES
New World's entire liability and Customer's exclusive remedies are set forth below:
10.1 For an),claim relating to the non-conformance or imperfection of any licensed software provided
under this Agreement, New World will correct the defect so that it conforms to the warranties set
forth in Section 11,subparagraph 4.1;or if after repeated attempts to correct the non-conformity,New
World is unable to correct the non-conformity,then Customer may recover its actual damages subject
to the limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection
with this Agreement, Customer may recover its actual damages subject to the limits set forth in
subparagraph 10.2 below
10.2 New World's liability for damages,regardless of form of action, is limited to the recovery of direct
damages up to the Exhibit A Licensed Standard Software fees paid to New World.
10.3 In no event shall New World be liable for any damages relating to Customer's failure to perform its
responsibilities or for loss of use,revenue or profits,or for any incidental or consequential damages,
even if New World has been advised of the possibility of such damages. If it is determined that a
limitation of liability or a remedy contained herein fails of its essential purpose,then the parties agree
that the exclusion of incidental and/or consequential damages is still effective.
11.0 INTEGRATION WITH U.S. COPYRIGHT ACT
11.1 In addition to all other provisions provided under this Agreement,Customer agrees to be bound by
and to comply with any and all provisions of the U.S. Copyright Act(The Copyright Act of 1976,
U.S.C. Sections 101-810(1976) as amended). If a provision of the U.S. Copyright Act and this
Agreement conflict,the more restrictive of the two applies. If it cannot be determined which is the
more rel trictive,then the provision within this Agreement shall apply.
12.0 INDEPENDENT CONTRACTOR
12.1 New World is an independent contractor. The personnel of one party shall not in any way be
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considered agents or employees of the other. To the extent provided for by law,each party shall be
responsible for the acts of its own employees.
12.2 Each party shall be responsible for Workers'Compensation coverage for its own personnel.
i
13.0 INSURANCE REQUIREMENTS
New World shall not commence work under this Agreement until it has obtained the insurance required under
this paragraph.
13.1 Workers'Compensation Insurance: New World shall procure and maintain duringthe term of this
Agreement,Workers'Compensation Insurance for all of its employees who engage in the work to be
performed.
13.2 Liability and Property Insurance-Comprehensive Form:New World shall procure and maintain
during the term of this Agreement,Liability and Property Damage Insurance in an amount not less
than $1,000,000 on account of each accident; and in an amount not less than$1,000,000 for each
accident for damage to property.
13.3 Automobile Liability Insurance: New World will procure and maintain during the term of this
Agreement,Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance
in an amount not less than $500,000 for injuries, including accidental death, to each person; and,
subject to the same limit for each person,in an amount not less than$500,000 for each accident;and in
an amount not less than$500,000 on account for each accident for damage to property.
14.0DISPUTE RESOLUTION PROCEDURE
14 1 Except for matters which relate to prompt payment,or which are enforceable by injunction and/or other
equitable remedies. or are related to the employee, confidentiality and/or non-disclosure paragraphs
(paragraph 9.0 and its subparagraphs therein),any dispute or controversy arising out of or relating to this
agreement,or breach thereof,shall be settled by the following procedure.
Level 1: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), the
Customer shall enter into a series of management meetings for the purpose of resolving the dispute or
controversy through normal business management practices. The series of meetings,consisting of not less
than three face-to face meetings,must be held between upper-level managers of both Customer and New
World.Both parties agree to put forth their best efforts in these meetings. The first two(2)meetings shall
be held at Customer's offices and subsequent meetings will alternate between New World and
Customer's offices. The Level 1 period shall begin when one party gives notice to the other by certified
mail that it is entering into this Level I procedure to resolve the dispute.
Level 2: Only after the parties have completed Level 1 of the DRP without resolving the dispute or
controversy and before entering into Level 3 of the DRP,the Customer and New World shall enter into
a mediation process. The mediation process is defined as follows:
The parties shall select a mediator from the American Mediation Association list(or other Mediation
Organization agreeable to both parties) to aid the parties In resolving the dispute or controversy.The
mediator shall not bean employee or former employee of either party The first meeting shall be held at a
location chosen by Customer. At the meetings,each party may present materials and/or arguments to the
mediator.
Level 3: Only after the completion of both Levels I and 2 above without a satisfactory resolution of the
dispute or controversy,either party may bring suit in a Federal Court in the Southern District of Florida,
providing Federal Court Jurisdictional requirements are met.Each parry shall bear the cost of their own
legal expenses if Level 3 is used.
15.0 TERMINATION
15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with
the terms of this Agreement,Customer may at its option terminate this Agreement with ninety(90)
days written notice as follows:
(i) The termination notice shall provide a detailed description(with examples)of any warranty
defects claimed;
(ii) New World shall have ninety(90)days from receipt of said notice to correct any warranty
defects in order to satisfy the terms of this Agreement;
(iii) During the ninety day cure period,Customer shall apply sound management practices and
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use its best efforts to resolve any issues or obstacles-including cooperating with New World
and reassigning personnel if necessary to improve the working relationship;
(iv) At the end of ninety (90) days unless the termination has been revoked in writing by
Customer,the Agreement terminates.
15.2 By New World If Customer fails to make prompt payments to New World when invoiced,or if
Customer fails to fulfill its responsibilities outlined in Section 11, Paragraph 6.0,then New World
may at its option terminate this Agreement with written notice as follows:
(i) The termination notice shall define the reason for termination;and shall provide a detailed
description(with examples);
(ii) Customer fails to pay amounts due under this Agreement in accordance with the terms of
the Florida Prompt Payment Act, Florida Statutes 218 70 et.seq, If the cited reason for
termination is Customer's failure to fulfill its responsibilities,Customer shall have ninety
(90)days from receipt of said notice to correct any actual deficiencies in order to satisfy the
terms of this Agreement;
(iv) During the applicable cure period,New World will use sound management practices and its
best efforts to resolve any issues or obstacles--including the'reassignment of personnel if
necessary to improve the working relationship;
(v) At the end of the applicable cure period,unless the termination has been revoked in writing
by New World,the Agreement terminates.
15.3 In the event of termination by either party, New World shall continue to provide its services, as
previously scheduled, through the termination date and the Customer shall continue to pay all
undisputed fees and charges incurred through the termination date as provided in the attached Exhibits.
15.4 Upon termination under subparagraph 15.1,Customer shall return to New World all copies of each
application of Licensed Software and related Licensed Documentation provided to Customer under
this Agreement.
15.5 Nothin i in this paragraph on termination is intended to imply that either party has or does not have a
claim for damages.
15.6 The Terms and Conditions relating to ownership, warranties, non-recruitment of personnel,
confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act,
dispute resolution,patent and trademark indemnification and the General provisions(18.0),survive
termination.
16.0 PATENT AND TRADEMARK INDEMNIFICATION
New World agrees to indemnify and save the Customer harmless from and against any and all judgments,
suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged
infringement of any patent or copyright arising from the licensing ofthe Licensed Standard Software pursuant to
this Agreement,provided that Customer has notified New World in writing of such allegation within thirty
(30)days of the date upon which the Customer first receives notice thereof. New World's obligation to
indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out ofor
in connection with any modification made to the Licensed Standard Software or any use of the Licensed
Standard Software not specifically authorized in writing by New World.
17.0 NOTICES
17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail or
overnight mail with signed proof of delivery,to the business address of the Customer(or to any other
address so specified by Customer):
Customer:
Indian River County,
Attn. John King,Director of Emergency Services
1840 25th Street
Vero Beach,FL 32960-3365
Telephone:(772)226- 1225
With a required copy to:
Indian River County Sheriffs Office
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Attn: Sheriff
4055 4151 Avenue
Vero Beach,FL 32960-1810
Telephone:(772)978-6404
17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S.Mail or
overnight mail with signed proof of delivery, to the following address (or to any other address so
specified by New World):
New World Systems Corporation
888 West Big Beaver,Suite 1100
Troy,Michigan 48084
Attention- President
18 0 GENERAL
18.1 This Agreement is the entire agreement between the parties superseding all other communications,
written or oral,between the parties relating to the subject matter of this Agreement.This Agreement
may be amended or modified only in writing signed by both parties.
18.2 This Agreement is governed by the laws of the State of Florida and it shall be binding on the
successors and assigns of the parties.The location for settlement of any and all claims,controversies,
or disputes,arising out of or relating to any part of this Agreement,or any breach hereof,as well as
any litigation between the parties,shall be in a federal court in the Southern District of Florida
18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or
any other provision of this Agreement.
18.4 The paragraph headings which appear herein are included solely for convenience and shall not be used
in the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or
otherwise unenforceable shall not affect the other provisions,which other provisions remain in full
force and effect.
18.5 The obligations of Customer under this Agreement are subject to the availability of funds lawfully
appropriated for its purpose by the Board of County Commissioners of Indian River County.
Notwithstanding the foregoing,Customer shall only accept delivery of the software and services as
described in this Agreement for which funds have been appropriated.
18.6 New World shall comply with the provisions of Chapter 119,Florida Statutes(Public Records Law)
in connection with this Agreement.
Licrn Ag—em
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aair2oos Exhibit'AA'
Indian River County,FL
New World Payment Schedule Summary
"M OR
'M
Standard Training and Travel Costa lmerrace Custom Data File 3 d Party Software and Saftare
Project Mgmt Installation Software/ IBM Hardware services TOTAL
software
gifted as used Billed as used Installation Modifications Conversion Products Sub-Total Maintenance
I DELIVERY PAYMENT
Invoiced Upon Delivery and Receipt of 260.89 29.25
—$taindard-Software 21,000 29.800—7.808 148.7-57 —346;757
0 0
2 INSTALLATION PAYMENT
Invoiced Upon Completion of Standard Software
260.899 11.040 48.000 29,800 7.808 357.547 357,547
Installation and Systems Assurance Trip
Upon receipt of finalized project plan 29,250 29.250 29.250
3 TRAINING&EDUCATION PAYMENT
Completion of Master File Setup Training 260,899 29.250 290.149 290.149
4 FINALPAYMENT
Upon Final Acceptance as defined in Exhibit J 86.966 86,966 86.968
Upon completion of Interfaces 21,000 21.000 21.000
Due upon enhancements/data file conversion 7.360 32.000 39.360 39.360
Upon Project Completion or 365 days after
Software Installation 9,7501 9,750 9,750
5 Annual Standard Software Maintenance
Agreement(SSMA) 193,660 193,660
18,400 80AM 59,600 15,616 1,443,879 193,660 1,637,09
TOTAL AGREEMENT 869,663 97,500 202,800 S8.300 42,000
Note.;:
I An figures are in U.S Dollars
2 This Exhibit AA provides a summary recap of the payments due In the Agreement.Actual payment terms are described within each Exhbit.
3 At Customers option,Customer may have Souce Code Escrow in accordance with Exhibit I.
4 Travel costs not to exceed$58,300 without Customer's prior written notification in accordance with Change Order procedure as provided in Exhibit K.
Now World Systems Confidential
EXHIBIT A
FOR LICENSED STANDARD SOFTWARE AND FEES
A.License Fee for LICENSED STANDARD SOFTWARE and DOCUMENTATION selected by CUSTOMER:
Application Package' J Cost
CAD (Users included in CAD Base-8)4
1. Aegis®/MSP Combined Multi-Jurisdiction LE/Fire/EMS CAD $90,000
-CAD Messaging
-Call Scheduling
-Call Stacking
-Dispatch Questionnaire
-Geo-File Verification
-Hazard and Location Alerts
-Interface to Aegis/MSP LE Records
-Interface to Aegis/MSP Fire Records
-Note Pads
-Rip-N-Run
-Run Cards
-Tone Alerts
-Unit Control Panel
-Unit Recommendations
-Hydrant Inventory
2. Additional Aegis®/MSP Software for Computer Aided Dispatch5
-Briefing Notes (includes BOLOs) 9,000
-CAD Mapping 9,000
-CAD Redundancy 9,000
-Service Vehicle Rotation(Wrecker,Ambulance) 9,000
3. Aegis®/MSP Third Party CAD interface Softwares
-CAD Pager Interface 9,000
-E-911 Interface 9,000
-Netclock/2 Interface 9,000
-Zetron Encoder Interface/Model 25 or 26 9,000
-Zetron TDD Interface/Model 3030 9,000
4. Cost for Additional CAD Users
-4 users at$6,000 per user 24,000
SUB-TOTAL CAD iMODULES S 19i.000
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Exhibit A/LICENSED STANDARD SOFTWARE AND'FEES
Page 2
LAW ENFORCEMEIS
IT RECORDS (Users included in LE Records Base-250)6
5. Aegis®/MSP Multi-Jurisdictional Base Law Enforcement Records $120,000
-Accidents
-Arrest
- Business Registry
-Case Processing
-Computer AidedInvestigations
-Federal Reports(UCR/IBR)
-Geo-File Verification
-Impounded Vehicles
-Incident Tracking
-Jacket Processin
-Personnel/Education
-Property
-Traffic Tickets and Citations
-Wants and Warrants
6. Aegis®/MSP Fedi ral and State Compliance Reporting for LE Records 8,000
-Federal UCR/1 R
7. Additional Aegis /MSP Software for Law Enforcement Records
-Alarm Tracking and Billing 8,000
-Case Management nt 8,000
-Data Analysis/rime Mapping/Management Reporting 24,000
(CAD/LE Records/Corrections)
-Field Investigations 8,000
-Gang Tracking 12,000
-Orders of Protection 12,000
-Pawn Shops 8,000
-Property Room Bar Coding 8,000
- Records Redundancy 8,000
-Activity Reporting and Scheduling 8,000
-Career Criminal Registr} (parolee,sex offender) 8,000
-Civil Paper Processing 25,000
SUB-TOTAL •RDS i'VIODULES S265.000
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Exhibit A/LICENSED STANDARD SOFTWARE AND FEES
Page 3
CORRECTIONS (Users included in Corrections Base-50)'
8. Aegis®Corrections Management Software Base Package $108,000
-Aegis®/MSP LE Records Interface
-Bookings
-Custody Tracking
Inmate Classification
Inmate Property Tracking
-Inmate Tracking and Processing
9. Aegis®/MSP Federal&State Compliance Reporting for Corrections 9,000
Federal and State Corrections Reporting
FBI Fingerprint Card(cut form)
-State Fingerprint Card
10. Additional Aegis°/MSP Software for Corrections Management
-Barcoding(In Development) 9,000
-Corrections Redundancy 9,000
11. Aegis®/MSP Third Party Corrections Interface Software*
-Vine Interface 8,000
-Northpointe JCIS Interface 8,000
-Livescan Interface(Motorola AFIS System) 8,000
SUB-TOTALCORRECTIONS MODULES S159.000
ADDITIONAL PUBLIC SAFETY SOFTWARE
12. Aegis%MSP Public Safety State/NCIC Interface Software"
-Aegis')/MSP State/NCIC Interface 513,000
-On-Line CAD Interface to State/NICIC 9,000
13. Aegis®/MSP Imaging Software
-Public Safety Line Ups/Mug Shots22,000
-Digital Imaging 10
-ID Badges s 7,000
i
1 iLIC SAFETN'SOFTNNIARI,', MODULES $5 l..000
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r
l
Exhibit A/LICENSED STANDARD SOFTWARE AND FEES
Page 4
MOBILE SOFTWARE
MOBILE SOFTWARE ON THE RS/6000 11
14. Base Message Switch to State/NCIC(101-150 users) $70,000
-Base Message Switch for MDT/MCT
-StateMCIC Interface
15. Additional Ae is@ Software for RS/6000 Message Switch
-New World GAD Interface for Aegis MSP(101-150 users) 16,000
-Mobile Upload Software(101-150 users)12 45,000
MOBILE SOFTWARE ON THE MSP Server
16. Aegis@ Mobile Integration Software
-MDT/MCT Base CAD/RMS Interface(101-150 users) 13,000
MOBILE MANAGEMENT SERVER
17. Aegis@ Mobil Management Server Software(101-150 users)
-Base CAD/NCIC/Messaging N/C
-Field Reporting 16,000
-Field Reporting Data Merge 4,500
CLIENT SOFTWARE 13
18. Aegis®Mobile it nit Software(125 Units)
LE StateMCIC via Switch s $500 ea. $62,500
LE CAD via Switch $750 ea. 93,750
LE Field Reporting(Federal Standards) $1,000 ea. 125,000
The following 4 New World Reports are included.
-Incident(1 form)
-Case(1 form)
-Arrest(1 form)
-Supplement(11 form)
LE Field Reportii g Compliance $200 ea. 25,000
LE Accident Field Reporting $500 ea. 62,500
The following New World Report is included:
-Accident(1 form)
CONFIDENTIAL
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Exhibit A/LICENSED STANDARD SOFTWARE AND FEES
Page 5
LE Accident Field Reporting Compliance $200 ea. 25,000
Mobile Upload of Field Reports $600 ea. 75,000
Mugshot Image Download $200 ea. 25,000
Subtotal 53,950 ea. 493,750
Less Laptop Software Volume Discount of 50% -246.875
TOTAL LAPTOP SOFTWARE $246,875
Ot
FIRE RECORDS (Users included in Fire
Records Base-13)14
19. Aegis/MSP Fire Records Software Base Package 43,500
-Activity Reporting and Scheduling
-Investigations
-Business Registry
-Hazardous Materials
-GEO File Verification
-Hydrant Inventory and Inspections
-Incident Tracking
-Inspection Tracking
-Personnel/Education
-Pre-plans
-Station Activity Log
-BLS/ALS
20. Federal and State Compliance Reporting for Fire Records 9,000
-State/NFIRS 5 0 Electronic Reporting
21. Additional Aegis/MSP Software for Fire Records
-Equipment Tracking and Maintenance
12,000
-Vehicle Tracking and Maintenance 12,000
22. Cost for Additional Fire Records Users
-3 groups of 4 additional users at$6,000 per group 18,000
MOBILE SOFTWARE FOR FIRE
23: Base Message Switch to State/NCIC(Upgrade from 150 to 200 18,000
users)
-Base Message Switch for MDT/MCT
-State/NCIC Interface
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Exhibit A/LICENSED STANDARD SOFTWARE AND FEES
Page 6
24. Additional Aegis®Software for RS/6000 Message Switch
' -New World CL Interface for Aegis MSP(Upgrade from 151 to 200 users) 4,000
MOBILE SOFTWAR�ON THE MSP Server
25. Aegis®Mobile Integration Software
-MDT/MCT Baje CAD/RMS Interface(Upgrade from 151 to 200 users) 4,000
CLIENT SOFTWARE13
26. Aegis®Mobile U'nit Software(30 Units)
Fire CAD via Switch $750 ea. 22,500
In-Car Mapping(Planned Release Q2/2005) $600 ea. 18,000
TOTAL LAPTOP SOFTWARE $40,500
NEW WORLD STANDARD SOFTWARE LICENSE FEE $1,242,375
LESS PREMIER DEMONSTRATION SITE DISCOUNT (372,712)
TOTAL SOFTWARE LICENSE FEE I5.16
$869,663
CONFIDENTIAL
(Revised 02/10/04) Indian River Co.,FL
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Exhibit A/LICENSED STANDARD SOFTWARE AND FEES
Page 7
ENDNOTES
I Personal Computers must meet the minitnum hardware requirements for New World Systems'
MSP product. Microsoft Windows 2000 or XP is the required operating system for all client
machines. Windows 2000 Server and SQL Server 2000 are required for the Application and
Database Server(s), as published in the 'Aegis/MSP Hardware Requirements'document, Revision
4.1, dated September, 2003.A copy of this publication has been provided to Customer.
New World Systems MSP product requires Microsoft Windows 2000,Server and SQL.Server 2000
including required Client Access Licenses(CALs)for applicable Microsoft products. Servers must
meet minimum hardware requirements provided by New World Systems.
9 Suggested minimum. IOOMB Ethernet Network. IOMB CA T5 Ethernet Network may have less
than adequate response:time. Further consultation would be required to assess your network.
5 CAD additional cost per user is 56000. Additional view/.status inquiry only cost per user is 5250.
s Does not include any required third party hardware or software unless specified in Appendix I or
2
6 Law Enforcement Records additional cost per group of 5 users is S6000. Additional view/status
inquiry only cost per user is$250.
Corrections additional cost per group of 3 users is S6000. Additional view/status inquiry only
cost per user is$250.
x Customer is responsible for obtaining the necessary State approval and any non-New World
hardware and software.
9 Requires Pentium PC, Twain 32 Compliant Digital Freeze Frame Video Camera or Digital
Camera supplied by Customer.
/0 Requires Pentium PC, Twain 32 Compliant flatbed scanner supplied by Customer.
rt Currently supporting Motorola, Data Radio(DMP&1P), CDPD, EDA CS, CDMA, GPRS, 802.11
and Electrocom Mobile Communication solutions only
/' The Mobile Upload software provides for the automated upload of New World's Law Enforcement
Field Reporting data over Customer's mobile data network. Customer is responsible for
obtaining from their mobile vendor, the written definition and documentation of the optimal
(mobile message)record size to upload laptop data over the mobile network to be used This
definition must be received within thirty(30)days of this Agreement being executed.
nj Budgeting estimate for laptops-S8,000 for ruggedized includes laptop, external modem mounted
in vehicle and mounts, $3,000 for standard includes laptop, external modem mounted in vehicle
and mounts. Pricing estimates do not include installation of mounts.
r' Fire/EMS Records additional cost per group of 4 users$6.000. Additional view/status inquiry
only cost per user is 5500.
/S Prices assume that all software is licensed.
rG Any taxes imposed are the responsibility of the purchaser and will be remitted when imposed.
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Exhibit A/LICENSED TANDARD SOFTWARE AND FEES
Page 8
B. License Fee Payment Schedule for Licensed Standard Software and Documentation
1. DELIVERY PAYMENT $260,899
(30%of the total Exhibit A cost-
invoiced as each Exhibit A Licensed Standard
Software package is delivered to Customer)
1
2. INSTALLATION PAYMENT $260,899
(30%of each application cost-
Invoiced as each Exhibit A Licensed Standard
Software package is installed on Customer's computer)
1
3. TRAININGD EDUCATION PAYMENT $260,899
(30%of each application cost-
Invoiced upon completion of Master File Setup Training)
4. ACCEPTANCE PAYMENT $86,966
(10%of each a plication cost-
Invoiced upon final acceptance as defined in Exhibit J)
TOTAL LICE SED STANDARD SOFTWARE PAYMENTS DUE $869,663
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE IN
ACCORDANCE WITH THE TERMS OF THE FLORIDA PROMPT PAYMENT ACT, FLORIDA
STATUTES 218.70 et.seq.
PRICING VALID THROUGH MARCH 29,2005.
CONFIDENTIAL
(Revised 02/10/04) Indian River Co.,FL
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EXHIBIT Al
OPTIONAL SOFTWARE MODULES
Customer may license the following License Standard Software modules at the indicated list prices, with a 30%
discount,through 12/31/05.
1. Additional Aegis®Software for RS/6000 Message Switch
-AVL Interface(16-30 devices)' 7,000
MOBILE SOFTWARE ON THE MSP Server
2. Aegis®Mobile Integration Software
-AVL CAD Interface(I6-30users)' 7,000
MOBILE MANAGEMENT SERVER
3. Aegis/MSP Mobile Management Server Software(16-30 users)
-AVL Mapping 8,000
CLIENT SOFTWARE"
4. Aegis®Mobile Unit Software(30 Units)
In-Car Routing(Planned Release) $400 ea. 12,000
TOTAL LAPTOP SOFTWARE $12,000
NEW WORLD STANDARD SOFTWARE LICENSE FEE 34,000
LESS PREMIER DEMONSTRATION SITE DISCOUNT (10,200)
TOTAL SOFTWARE LICENSE FEE ''''S
$23,800
Note: Training and Support Services costs as tivell as Maintenance(SSM,4)costs for these optional
modules are not included on the preceding pages. These costs shall be provided to Customer
within a cost proposal at Customer's request.
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EXHIBIT B
PROJECT MANAGEMENT,INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES
I Proiect Management Services
New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software.
This responsibility will include documenting, coordinating and managing the overall Implementation Plan with
Customer's management and the Customer liaison. Project Management Services include:
(a) a summary level Implementation plan;
(b) a detail level Implementation plan;
(c) revised Implementation plans(if required);
(d) monthy project status reports;and
(e) Projec Status meetings
■ a project review(kickoff)meeting at Customer's location
■ progress status meeting(s) will occur during implementation via telephone conference or at
C u stomer's location,and
■ a project close out meeting at Customer's location to conclude the project.
(f) New i World Consultation with other vendors or third parties.
To implement the Exhibit A applications,the project management fee will be 597,500.
2. Training and Install tion Support Hours Recommended
Allocating adequate support service hours for each application of Licensed Standard Software listed on Exhibit A is
not only recommended but also is critical for a successful installation of and training on each application package.
Based on the Licensed Standard Software listed on Exhibit A, 1690 hours of New World installation and training
support services have been allocated. Payment will be based on invoices prepared in accordance with the terms of
the Florida Prompt Payment Act, Florida Statutes 218.70 et.seq Additional support services will be added only with
the written authorizationl of Customer in accordance with Exhibit K. Avoiding or minimizing custom or modified
features will aid in keeping the support costs to the amount allocated. Customer agrees to reimburse New World
for support trips cancel�d by Customer less than ten (10) days before the scheduled start date to cover New
World's out of pocket costs and lost revenues.The recommended installation and training support services include:
(a) Installation of each package of Licensed Standard Software;and
(b) Customer training and/or assistance in testing for each package of Licensed Standard Software;
and
(c) Tailoring of Licensed Standard Software by New World technical staff and/or consultation with
New World technical staff
The project management)training and installation support services are performed at Customer's premises and/or at
New World national headquarters in Troy,Michigan(e.g.,portions of project management are performed in Troy).
CONFIDENTIAL
(Revised 02/10/04) Indian River Co.,FL
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Exhibit B/PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND
FEES
Page 2
3. Interface Installation Service Fees
A flat rate fee is charged for the installation of selected interfaces on Exhibit A. This fee does not include hardware
and/or third party product costs. Whenever possible,this work will be done remotely, resulting in savings in travel
costs. If on-site installation and training is required Customer will be responsible for the actual travel costs. New
World shall include on the travel invoices any identifiable travel-connected expenses for New World's personnel
subject to the limitations of Florida Statutes section 112.061 Travel invoices shall be submitted monthly and are
payable in accordance with the terms of the Florida Prompt Payment Act, Florida Statutes 218.70 et.seq. Installation
includes the following interfaces with these corresponding fees.
(a) Operating System Assurance $7,000
(b) 911 Interface $2,000
(c) Netclock Interface $2,000
(d) Zetron Encoder Interface $2,000
(e) CAD Pager Interface $2,000
(f) Vine Interface $2,000
(g) Zetron TDD Interface $2,000
(h) CAD/Records/Corrections Redundancy $8,000
(i) Livescan $3,000
0) State/NCIC $6,000
(k) New World Mug Shots/Imaging $3,000
(1) GEO File Implementation $3,000
TOTAL $42,000
New World's implementation services are to assist and train customers in preparing the Geo-files for use with the
MSP software. The Customer is responsible to provide at the very least a centerline street file with specific data
requirements. (The required street data can be found in the MSP Mapping Requirements document.) If Customer
has other map layers New World will review and assist in making these files compatible. If Customer does not
provide other map layers,New World will work with Customer to create these layers. Customer is responsible for
having clear boundaries laid out for map layers.
4 Support Service Fees Estimate
The 1690 hours of training and installation support services cost has been calculated using a rate of$120 per hour,
comprised of 1,450 hours allocated for the Sheriff's Office project and 240 hours allocated for the Fire and EMS
Department's project. Additional services are also available at the rate of$120 per hour This rate is protected
through June 30, 2006 After one year, Customer shall pay the then-current hourly rate for all Exhibit B support
services rendered.
Based on the services suggested above,the Project Management, Training and Installation Support Service,
and Interface Installation Service cost will be a total of$342,300.(Plus all actual and reasonable travel expenses,
in accordance to limitations of Florida Statute Section 112.061, incurred by New World divided proportionately
between all New World customers visited on a single trip and actual employee travel time for Installation and
Training up to but not exceeding four (4) hours per Customer visit.) Travel costs are estimated at $58,300. The
travel costs will not exceed this cost unless authorized in writing by Customer using the Change Order process.
CONFIDENTIAL
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Exhibit B/PROJECT WANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES
AND FEES
Page 3
5. Additional Services Available
Other New World serv;ces may be required or requested for the following:
(a) Additional software training;
(b) Tailoring of Licensed Standard Software by New World technical staff and/or
consultation with New World technical staff,
(c) New World Consultation with other vendors or third parties;
(d) Modi�ying the Licensed Standard Software;
(e) Designing and programming Custom Software;
(0 Maintlaining modified Licensed Standard Software and/or Custom Software.
Customer may request these additional services in writing using New World's Request For Service(RFS)
procedure(or other appropriate procedure mutually agreed upon by Customer and New World).
6. Payments for Proiect Management Services
Project Management Services will be billed as follows:
Invoiced upon Delivery and Receipt of Standard Software $29,250
Invoiced upon Receipt of Finalized Project Plan $29,250
Invoiced upon Completion of Master File Setup Training $29,250
Upon Project Completion or 365 days $ 9,750
after Software installation,whichever occurs first
Total. $97,500
7. Payments for Interface Installation Services
Interface Installation Services will be billed as follows:
• Due upon Delivery and Receipt of Standard Software $21,000
• Due upon Completion of Interfaces $21,000
Total Due- $42,000
8. Payments for Train ng and Installation Support Services and Travel Costs
All hours for training and installation support services and all travel costs will be billed weekly for services
provided in the previous Icalendar week.
Note. Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer
agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be
submitted to New World.
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE IN
ACCORDANCE WITH THE TERMS OF THE FLORIDA PROMPT PAYMENT ACT, FLORIDA
STATUTES 218.70 et.seq.
CONFIDENTIAL
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EXHIBIT C
STANDARD SOFTWARE MAINTENANCE AGREEMENT
This Standard Software Maintenance Agreement(SSMA)between New World Systems Corporation(New World)
and Indian River County, Florida (Customer) sets forth the standard software maintenance support services
provided by New World.
1. Service Period
This SSMA shall remain in effect for a period of five (5) years beginning on January 1, 2006 (the start date)and
ending on the same calendar date five (5) years after the start date. Upon software delivery, Licensed Standard
Software installation shall not be delayed more than 30 days from computer's availability for use.
2. Services Included
The following services or features are available under this SSMA:
(a) Upgrades, including new releases,to the Licensed Standard Software(prior releases of Licensed Standard
Software application packages are supported no longer than nine (9) months after a new release is
announced by New World);
(b) Temporary fixes to Licensed Standard Software(see paragraph 6 below);
(c) Revisions to Licensed Documentation,
(d) Reasonable telephone support for Licensed Standard Software on Monday through Friday from 8.00 a.m.
to 8:00 p.m.(Eastern Time Zone);and
(e) Invitation to and participation in user group meetings.
(f) Emergency 24-hour per day telephone support, for Aegis CAD, Corrections and Mobile only, seven (7)
days per week for Licensed Standard Software. Normal service is available from 8:00 a.m. to 8:00 p.m.
(Eastern Time Zone). After 8.00 p.m., the Aegis CAD, Corrections and Mobile phone support will be
provided via beeper and a New World support representative will respond to CAD and Mobile service
calls within 30 minutes of call initiation.
Items a, b, and c above will be distributed to Customer on magnetic media or other means, as appropriate. After
installation,Customer shall return any magnetic media to New World.
Additional support services are available as requested by Customer using the then-current hourly rates or applicable
fees. Exhibit B has a description of support services available.
3 ! Maintenance for Modified Licensed Standard Software and Custom Software
Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software,
these changes or modifications(no matter who makes them) make the modified Licensed Standard Software
more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or Licensed
Standard Software modified at Customer's request,or for prior release of New World's software,then the additional
New World maintenance or support services provided shall be billed at the then-current Exhibit B hourly fees plus
reasonable expenses.
4. Billing
Maintenance costs will be billed based on the payment scheduled in #7 below. Payment I due 05-01-06 for a nine
(9)month SSMA period.(Any Exhibit B support or service hours and travel costs incurred are billed weekly for the
previous calendar week.)
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Exhibit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT
Page 2
5. Additions of Software to Maintenance Agreement
Additional Licensed Stal dard Software licensed from New World will be added to the SSMA ninety(90)days after
it is installed at Customer's location. Costs for the maintenance for. the additional software will be billed to
Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter.
6. Requests for Software Correction on Licensed Standard Software
At any time during th warranty period or during the SSMA period, if Customer believes that the Licensed
Standard Software doesi not conform to the current specifications set forth in the user manuals; Customer must
notify New World in writing that there is a claimed defect and specify which feature and/or report it believes to be
defective. Before any notice is sent to New World, it must be reviewed and approved by the Customer Liaison.
Documented examples of the claimed defect must accompany each notice. New World will review the documented
notice and when a feature or report does not conform to the published specifications, New World will provide
software correction service at no charge.(See paragraph 4 0 of the General Terms and Conditions of this Agreement
for the New World warranties provided). A non-warranty request is handled as a billable Request for Service(RFS)
(see Exhibit B).
The no charge software correction service does not apply to any of the following:
(a) situations Iere the Licensed Standard Software has been changed by anyone other than New World
personnel:here
(b) situations Customer's use or operations error causes incorrect information or reports to be
generated;and
(c) requests that go beyond the scope of the specifications set forth in the current User Manuals.
7. Maintenance Costs for Licensed Standard Software Packages Covered for MSP Servers
New World agrees to provide software maintenance at the costs listed below for the following New World
Licensed Standard Software packages installed at Customer's location:
Application Package Number of Modules
I. Aegis/MSP Combined Multi-Jurisdictional LE/Fire/EMS CAD 15
2. Additional Aegis/MSP Software for Computer Aided Dispatch 4
3 AegislMSP Third Parity CAD Interface Software 5
4 Additional CAD Users N/A
5 Aegis/MSP Multi-Ju rlisdictional Base Law Enforcement Records 14
6. Aegis/MSP Federal and State Compliance Reporting for LE Records 1
7. Additional AegislMSP Software for Law Enforcement Records 12
8. Aegis Corrections Management Software Base Package 6
9 Aegis/MSP Federal and State Compliance Reporting for Corrections 3
10.Additional AegislMSP Software for Corrections Management 2
1 l.Aegis/MSP Third Party Corrections Interface Software 3
12.Aegis/MSP Public Safety State/NCIC Interface Software 2
13 AegislMSP Imagingoftware 3
14.Base Message Switch to State/NCIC 2
15.Additional Aegis Software for RS/6000 Message Switch 2
16.Aegis Mobile Integration Software I
17.Aegis Mobile Management Server Software 3
18.Aegis Mobile Unit Software 8
19.Aegi 1MSP Fire Records Software Base Package 12
20 Federal and State Compliance Reporting for Fire Records 1
2) Additional Aegis/MSP Software for Fire Records 2
22.Additional Fire Reco As Users N/A
CONFIDENTIAL
(Revised 02/10/04) Indian River Co.,FL
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Exhibit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT
Page 3
23.Base Message Switch to State/NCIC Upgrade 2
24 Additional Aegis Software for RS/6000 Message Switch Upgrade 1
25.Aegis Mobile Integration Software Upgrade 1
26.Aegis Mobile Unit Software for Fire 2
ANNUAL
TOTAL LIST COST:$1,242,375 MAINTENANCE COST:$193,660
(5-Year Plan,billed annually)
Maintenance Period Due Date SSMA Period Amount Due
1. 9 Month Payment 05-01-06 01-01-06-09-30-06 $71,558
2. 12 Month Payment 10-01-06 10-01-06-09-30-07 S171,740
3. 12 Month Payment 10-01-07 10-01-07—09-30-08 $171,740
4. 12 Month Payment 10-01-08 10-01-08—09-30-09 $171,740
5. 12 Month Payment 10-10-09 10-01-09—09-30-10 $171,740
6. 3 Month Payment 10-01-10 10-01-10-12-31-10 S100,182
OFFICE OF EMERGENCY MANAGEMENT(Fire and EMS Portion only)
Maintenance Period Due Date SSMA Period Amount Due
1. 9 Month Payment 05-01-06 01-01-06—09-30-06 $9,133
2. 12 Month Payment 10-01-06 10-01-06—09-30-07 $21,920
3. 12 Month Payment 10-01-07 10-01-07—09-30-08 $21,920
4. 12 Month Payment 10-01-08 10-01-08—09-30-09 $21,920
5. 12 Month Payment 10-10-09 10-01-09—09-30-10 $21,920
6. 3 Month Payment 10-01-10 10-01-10—12-31-10 $12,787
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE IN
ACCORDANCE WITH THE TERMS OF THE FLORIDA PROMPT PAYMENT ACT, FLORIDA
STATUTES 218.70 et.seq.
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EXHIBIT D
NEW WORLD SYSTEMS CORPORATION
NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
This Agreement,when accepted and executed by New World,grants the undersigned the permission to use and/or have limited access to certain
New World Systems' Corporation(New World)proprietary and/or confidential information
Installed at: Indian Rivet Countv Located at 4055 41"Avenue
Customer ame Vcro Beach,FL 32960
Authorized Signature of Customer:
Name(Please Print or Type Title Signature
In exchange for the permissiln to use or have access to New World proprietary and/or confidential information,including without limitation,
New World software and/or documentation.the organization and individual whose names appear below,agree to the following:
I No copies in any form I ill be made of New World proprietary or confidential information without the expressed written consent of New
World's President,including without limitation,the following:
• Program Libraries,Iwhether source code or object code:
• Operating Control Language;
• Test or Sample Files;
• Program Listings;
• Record Layouts;
All written confidential or proprietary information originating from New World including without limitation,documentation,such as
user manuals and/or system manuals;and/or
• All New World Product Bulletins and/or other New World Product related materials.
2. New World software,New World documentation,or other proprietary or confidential information shall not be used for any purpose other
than processing the records of the Customer identified above as permitted in the Customer's Standard Sofnvare License and Services
Agreement with New World.
r
3 The undersigned agree(sf that this Agreement may be enforced by injunction in addition to any other appropriate remedies available to New
World. If it is determined that the money damages caused by the undersigned's failure to comply with the foregoing terms are difficult to
ascertain,they are hereby, estimated at liquidated damages of no less than three times the then-current License Fees for the License Software
provided to Customer ui der the Standard Softmvare Liccnse and Service Agreement between Customer and New World.
Agreed and Accepted by Third Party(Organization) Agreed and Accepted by Third Party(Individual)
Organization: Individual:
By: By:
Title: Title:
Date: I Date:
%ccepted and Approved By New World Systems Corp.
By:
'title:
Date:
CONFIDENTIAL
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EXHIBIT E
PREMIER DEMONSTRATION SITE DISCOUNT
New World has provided Customer a significant discount in exchange for the privilege of using Customer's site
for premier demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed,
Customer agrees to act as a premier demonstration site for prospective New World customers. Customer also
agrees to serve as a reference or remote premier demonstration site on the telephone for prospective New World
customers. By agreeing to be a demonstration site,Customer is not necessarily endorsing the New World software
and Customer will not actively participate in any type of marketing and advertising campaign for or on behalf of
New World.
Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the
interruption to Customer's operations.New World will provide Customer reasonable notice for preparation.
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EXHIBIT F
CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/MODIFICATIONS
AND/OR CUSTOM SOFTWARE
A. DEFINITION OF PROJECT
New World I ill provide the Customer requested Standard Software Enhancements and/or Custom
Software as discussed below to address the Customer's requirements.Customer agrees to cooperate in not
making modifications and enhancements too extensive as defined in the B-2a procedure below.
CAPABILITIES INCLUDED IN FIXED COST UNDER B-4a BELOW
1. Enha cements/Modifications to Exhibit A Software
a. CAD Calls copied between ORI's(No charge):
This modification would allow an agency to copy the main Call for Service data to a new
Call for Service number, and would provide the Customer the ability to keep separate
numbers,clear times,narrative and call types for the different agencies.
2. Custom Software Interface
a. Cry Wolf Alarm Interface(Not to Exceed$8,000)
With New World providing consultation, Customer is responsible for obtaining
technical contacts and/or technical specifications from the third parties involved.
b. Emergency Pro Interface(Not to Exceed$10,400)
The EmergencyPro interface will be a one-way transfer of information from Aegis MSP
CAD to EmergencyPro. The data will be transferred using an XML file matching the
schema already in place with EmergencyPro. The data is transferred when a call with
EMS units is cleared from Aegis MSP CAD. Aegis/MSP CAD has the ability to record
multiple `At Patient' times for a unit. These times can be transferred to Emergency Pro
when the call is cleared.Aegis/MSP CAD can also accommodate multiple units on a call
and keep track of each unit's timestamps separately This way multiple units can have
multiple'At Patient'times on a single call.
With New World providing consultation, Customer is responsible for obtaining
technical contacts and/or technical specifications from the third parties involved.
B. METHODOLOGY TO PROVIDE ENHANCEMENTS AND/OR CUSTOM SOFTWARE
1. Definition of New World Responsibility
This roject includes the following activities to be performed by New World.
Review of required features with Customer Only items identified in Paragraph A above
will be provided in this implementation plan.
Preparation of Software Specifications Design Document(SSDD)to include:
• menu samples
• screen samples
• report samples
-Programming and programming test
-On-site training,testing,and/or other support services using Exhibit B rates and fees.
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Exhibit F/CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS AND/OR CUSTOM
SOFTWARE
Page 2
For modification requiring over 50 hours of work, New World utilizes a design document
procedure(see B-2a below). For smaller modifications, New World uses a Request For Service
(RFS) procedure. Both procedures are reviewed with Customer at a pre-installation planning
meeting. The RFS procedure utilizes a form with a narrative description and supporting
documentation if applicable to define the work to be done.
2. Implementation Schedule
Activity Targeted Time Period
a. Complete Design Review or RFS Procedure Within 60 days of Software delivery
with Customer Staff. Customer agrees to be and installation
reasonable and flexible in not attempting to
design the modifications to be more extensive
than called for in the scope(cost and schedule)
of this project.
b. New World submits first draft of SSDD or RFS. To be determined
c. SSDD or RFS acceptance and sign-off by To be determined
Customer(no programming will be done by
New World until the formal sign-off and Customer's
authorization to proceed in writing).
d. New World completes programming from SSDD To be determined
or RFS and provides modified software to
Customer.
e. Software Modification Acceptance Test 45 days prior to scheduled
'Go-Live' Date from Project Plan]
3. CUSTOMER RESPONSIBILITY
Customer's responsibilities are additionally defined in Section 11, paragraph 6.0 of the General Terms and
Conditions of this Agreement. All Customer requested changes after design sign-off must be documented by
Customer and authorized in writing, signed by both parties, including potential costs, if any. Additional
changes will most likely delay the schedule and may increase the cost.
4. COST AND PAYMENT FOR MODIFICATIONS
(a) The cost for the enhancements and/or custom software is to be paid as follows.
- Due upon Completion of Standard Software Installation and Systems Assurance Trip$11,040
- Due upon completion of custom software interface $7,360
- Total Exhibit F Cost S18,400
Note: Where applicable,travel costs for New World employees to complete the tasks for Exhibit F services are
billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and
New World.
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(Revised 02/10/04) Indian River Co.,FL
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EXHIBIT G
DATA FILE CONVERSION ASSISTANCE
New World will provide conversion assistance to Customer to convert the existing data master files specified
below The following information is required to be submitted to New World Systems.
1. List of data files and total number of data files to be converted,
2. Data descriptors(data dictionary)of all data elements contained in the files to be converted,
3. Number of dat�elements contained in the files,
4. Data to be converted is in fixed field length format with comma delimiters.
Data can be submitted in EBCDIC format with a fixed field, fixed record length and fixed block format, or in an
ASCII format on the following media types: 3 ''/z" disk, 8mm tape or CD An accurate record count must also be
provided.
Master files to be converted:
Master Files:
-Master Name(Ja kets)
-Master Property
-Master Vehicle
Police CAD/Records Management System:
CAD Police,Fire and EMS Incident/Call for Service
-Cases
-Arrests
-Accidents
-Bookings
-Warrants
-Narrative
Corrections:
-Bookings
-Housing
-Classifications
The cost to provide the i ata file conversion is$80,000 The payment schedule for the conversion is as follows:
I. INSTALLATION PAYMENT $48,000
(Invoiced upon Completion of Standard Software
Installation and Systems Assurance Trip)
2. FINAL PAYMENT $32.000
(Invoiced upon completion of file data conversion)
TOTAL PAYMENTS DUE FOR
DATA FILE CONVERSION E (Exhibit G) $80.000
Note: Where applicable,travel costs for New World employees to complete the tasks for Exhibit G services are
billed under the provis'ons of Exhibit B services. All travel to be mutually agreed upon by Customer and New
World.
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EXHIBIT H
INCORPORATION BY REFERENCE OF
NEW WORLD'S RESPONSE TO CUSTOMER'S RFP SOFTWARE SPECIFICATIONS
For the applications licensed on Exhibit A, the New World Detail Response to the software specifications of
Customer's RFP is incorporated in this Agreement by reference.
All items coded "Yes" (as qualified) in the New World detail response to Customer's RFP Questionnaire will be
provided to Customer through currently existing Exhibit A software capabilities, Customer use of 3`d Party
software,custom programming provided by New World and/or future enhancements to Exhibit A software provided
under Exhibit C Items that are qualified, or coded as requiring modification, may be provided using Exhibit B
support services hours at the then current hourly rates.
If the terms and conditions of the New World Detail Response to the specifications of the RFP and this Agreement
are in conflict,the governing terms and conditions shall be this Agreement.
If Customer has not licensed the software on Exhibit A to meet a software specification,then that specification shall
not apply in any acceptance test andror to fulfill the above criteria.
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EXHIBIT I
ESCROW OF SOFTWARE SOURCE CODE
New World stipulates that the source code for the Licensed Standard Software, together with the related
Documentation as it is or becomes available,will be deposited in an escrow account maintained at a suitable Agent
pursuant to an agreem int between the Agent and New World(the `Escrow Agreement'). The one time Set-up fee
will be $2,000. The nnual Administrative Fee for the first 12 months after contract signing will be $500.
Subsequent year's Annual Administrative Fees will not increase more than 5%over the.previous year's Fee.
New World will from time to time deposit into the escrow account copies of source code for Releases and Versions
of the Licensed Standard Software and related Documentation.
New World or NewWorld's trustee in bankruptcy shall authorize the Agent to make and release a copy of the
applicable deposited materials to Customer upon the occurrence of any of the following events.(i)The existence of
any one or more of they following circumstances, uncorrected for more than thirty(30)days: entry of an order for
relief under Title I 1 of the United States Code;the making by New World of a general assignment for the benefit of
creditors; or action by INew World under any state insolvency or similar law for the purpose of its bankruptcy,
reorganization,or liquidation, unless within the specified thirty(30)day period, New World provides to Customer
adequate assurances, reasonably acceptable to Customer of its continuing ability and willingness to fulfill its
maintenance obligations under this Agreement, (ii) New World or its successor or assigns has ceased its on-going
business operations or That portion of its business operations relating to the sale, licensing and maintenance of the
Software.
In the event of release under this Agreement,Customer agrees that it will treat and preserve the deposited materials
as a trade secret of New World in accordance with generally accepted standards utilized to safeguard trade secrets
against unauthorized use and disclosure.This means their use is for internal processing needs only and no additional
copies will be provided Ito any third parties.
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(Revised 02/10/04) Indian River Co.,FL
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EXHIBIT J
ACCEPTANCE TESTING
Each application of Licensed Software shall be deemed to have been accepted upon the successful completion of
either Criteria 1 or Criteria 2(listed below)whichever occurs first. Acceptance Testing is successful under either
Criteria I or Criteria 2 unless the Licensed Software application contains a warranty defect which substantially
impairs the value and Customer's use of the Licensed Software. Any claimed defects must be documented in
writing as set forth in Exhibit C.
Criteria 1:
Using Exhibit B support service hours, New World shall assist Customer in conducting the following software
acceptance test:
Following published specifications using established procedures and controls,the test criteria includes:
(i) the successful entering and editing of a representative sample of transactions;
(ii) the successful processing of a representative sample of file maintenance transactions for the master file
transactions;and
(iii) the successful generation of standard output reports.
Testing under Criteria 1 may be completed before Customer has gone "live" on the application. If Criteria 1 is
used, Customer agrees to provide the requisite resources to timely complete the acceptance test procedure. If
Customer unreasonably delays the start of the Criteria 1 test procedure for more than fourteen (14)calendar days
beyond the designated test date, then successful software acceptance shall be deemed to have occurred for that
application of Licensed Software on the fifteenth(15th)day after the designated test date.Criteria 1 Testing shall be
completed no later than June 30,2006.
Criteria 2:
Successful acceptance of each application of Licensed Software delivered shall be deemed to have occurred at the
time Customer begins using the application of Licensed Software to produce data or output which is distributed for
actual use and/or otherwise used as"live data" If Customer does not go live by June 30,2006;then final payment
will be made in accordance with Criteria
I
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EXHIBIT L
CHANCE ORDER PROCEDURE
Either parry may request changes to the Agreement at any time. Since a change may affect costs,schedule,or other
aspect of the project,th16 New World Project Manager and Customer's respective Project Manager(s)must approve
each change in writing before authorizing and implementing the change
This procedure will be used by New World and Customer to control changes to the project and changes to any
previously approved deIliverables.
• All Change Order Requests(COR)will be submitted in writing. The COR will describe the change and include
whatever rationale and/or estimated effect the change will have on the project.The COR form will outline costs,
effort and time requirement of each proposed change.
• The New World and the Customer's respective Project Manager(s).as appropriate,will review and assess the
proposed change. It is then accepted or rejected for submission to the other party. If rejected, the COR is
returned to the originator,along with documented reasons for the rejection.
• The New World Ind the Customer's respective Project Manager(s) will evaluate the merits of the proposed
change and approve it or reject it. Approval of a COR for investigation by both parties constitutes authorization
of the amount pro�osed by New World to investigate and estimate(if any)the COR. Appropriate staff work
will take place at this time. Effect on the price, estimated schedule, or other terms of the project will be
determined. The change will then be approved or disapproved for implementation.
Approved changes wilt be incorporated into the Agreement through written change authorizations(change orders),
as appropriate.A sample Change Order Request Form is included:
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(Revised 02/10/04) Indian River Co.,FL
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Exhibit L. Change Order Procedure (Continued)
ORDER'j STTORM;
M M-11
I Submitted by: ---Date:
Problem/Concern/Reason for Scope Change:
Description of Scope Change:
Consequences of Scope Change:
_j
Time:
Cost:
i3 I
I. Effort:
Quality:
Resource:
Special Considerations:
Approved
I
Name/Title:
i Date:
Signature:
CONFIDENTIAL
(Reviscd 02/10/04) Indian Rivcr Co.,FL
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InkNew World,51, teens
1(ri•l7rhlir.&•ilur Su/hrrire Lirm/Nur r
APPENDIX 1
AGREEMENT AND AUTHORIZATION
FOR PROCUREMENT
OF THIRD PARTY PRODUCTS AND SERVICES
March 18,2005
This agreement(Agreement)between Indian River County, Florida(Customer)and New World Systems®Corporation,
(New World)is to cover the procurement of Third Party products and services by New World for Customer
The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be obtaining
through New World. By their written approval below,Customer authorizes New World to order the Exhibit 1 products for
delivery to-
Indian River County Sheriffs Office
4055 41"Avenue
Vero Beach, FL 32960
Upon execution of this Agreement,a down payment of 50%of the Exhibit I cost is due. The balance is due upon delivery of
the third party products or services. The parties acknowledge and agree that the terms of the Florida Prompt Payment Act,
Florida Statutes 218.70 el.seq shall control payments under this Agreement.
Customer is responsible for the site preparation and related costs to install the Exhibit 1 products.Customer is responsible for
any returned product charges, including re-stocking and shipping fees,for all 3`d party products ordered by New World on the
Customer's behalf.Actual and reasonable travel expenses incurred by New World,and actual employee travel time up to but
not exceed four(4)hours per Customer visit,are in addition to the Exhibit 1 cost and will be billed weekly as incurred. New
World shall include on the travel invoices any identifiable travel-connected expenses for New World's personnel subject to
the limitations of Florida Statutes section 112.061.Travel invoices shall be submitted monthly and are payable in accordance
with the terms of the Florida Prompt Payment Act,Florida Statutes 218.70 el.seq.
Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit
when imposed. If an exemption is claimed by the Customer,an exemption certificate must be submitted to New World.
After execution of this Agreement,the Exhibit 1 components and cost may be changed by mutual agreement of both parties.
If a change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and
with Customer's approval, these costs shall be borne by Customer. Without such approval, the change order will not be
processed.
Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm the
ordering of any Exhibit 1 products without Customer's authorized signature on these Agreements.Customer shall receive the
benefit of all warranties,services,etc.provided for in the Agreements.
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,FL
,r,r/r,•v,ity "S 11"c/lir•'; lives(J.R',,;ri! • Suit'omI v t-r': • 'i<ti 269 1 eHO'1 • it wiv rrvevr r.rlrl.::-g(III,,r;ro;
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I
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS®CORPORATION INDIAN RIVER COUNTY, FLORIDA
(New World) (Customer)
00 By its rd of C unty Commissio
A
By: 4By: S.
& E
Larry D. Le' weber,President Date Thomas S. Lowther,Chairman
�3-2l-lis
Date Approved by BCC: O`er
Attest:J. K.Barton,Clerk
By: AA
Deputy Clerk
Approved: -
By:
oseph A,Baird,
ounty Administrator -
J
Approv o form and legal sufficieneN �' .
By:
arian E. Fel,
Assistant County Attorney
Each individual signing above represents that(s)he has the requisite authority to execute this Agreement on behalf
of the organization for which(s)he represents and that all the necessary formalities have been met.
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,Fl-
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AGREEMENT AND AUTHORIZATION
FOR PROCUREMENT
OF THIRD PARTY PRODUCTS AND SERVICES
March 18,2005
EXHIBIT I
CONFIGURATION
ITEM DESCRIPTION INVESTMENT
I, ESRI Soft lware
MapObjects (363 users @$75 each)* $27,225
"Per workstation cost
2. Geographic Data Technology(CDT)Software
Enhanced TIGER Files(251-500 users)-Indian River County 4,500
3. Diagramming Software(Scene PD)
125 users a $179 each 22,375
TOTAL THIRD PARTY SOFTWARE $
THIRD PARTY HARDWARE
4' Bar Coding Scanner
(1)Symbol Hand Held Laser Scanner-LS4008i 675
-PS/2 Cable
-Product Reference Guide
-LS-4008 Intellistand
Portable Data Terminal
(1)Symbl i Portable/Handheld Terminal -PDT6800 4,195
-Single Slot Cradle
-Null Modem Cable
-Data Lo ger Windows DLG/S Software
-Spare Bz ttery
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(AA3RD 05/95) Indian River Co.,FL
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ti
Bar Code Printer
(1) Blaster Advantage Thermal Printer 630
-Parallel Printer Cable
-(2)Roll Paper Label
-(2)Printer Ribbon
TOTAL THIRD PARTY HARDWARE
TOTAL THIRD PARTY COSTS
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,FL
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InkNew World Sl.ste ns'
Thr/7 blir Srrlur.l'u)lu,�rr r.,nn/:,ur
APPENDIX 2
AGREEMENT AND AUTHORIZATION
FOR PROCUREMENT
OF COMPUTER HARDWARE,PROPRIETARY SOFTWARE AND SERVICES
March 18,2005
This agreement(Agreement)between Indian River County, Florida(Customer)and New World Systems®Corporation,
(New World)is to cover t le procurement of Computer Hardware,Proprietary Software products and services by New World
for Customer.
The attached configuration (Exhibit 1) describes the products and services that Customer will be obtaining through New
World.By their written approval below,Customer authorizes New World to order the Exhibit 1 products for delivery to:
Indian River County Sheriffs Office
4055 41"Avenue
Vero Beach,FL 32960
Upon execution of this Agreement,a down payment of 50%of the Exhibit I cost is due.The balance is due upon delivery of
the hardware. The parties acknowledge and agree that the terms of the Florida Prompt Payment Act, Florida Statutes 218.70
erseq shall control payments under this Agreement.
Customer is responsible for the site preparation and related costs to install the Exhibit I products.Customer is responsible for
any returned product charges, including re-stocking and shipping fees,for all 3`d party products ordered by New World on the
Customer's behalf Actual and reasonable travel expenses incurred by New World,and actual employee travel time up to but
not exceed four(4)hours qer Customer visit,are in addition to the Exhibit 1 cost and will be billed weekly as incurred.New
World shall include on the travel invoices any identifiable travel-connected expenses for New World's personnel subject to
the limitations of Florida Statutes section 112.061 Travel invoices shall be submitted monthly and are payable in accordance
with the terms of the Flori la Prompt Payment Act,Florida Statutes 218.70 er.seq.
Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit
when imposed.If an exemption is claimed by the Customer,an exemption certificate must be submitted to New World.
After execution of this Agreement,the Exhibit I components and cost may be changed by mutual agreement of both parties. If
a change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and
with Customer's approval, these costs shall be borne by Customer. Without such approval, the change order will not be
processed.
Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm the
ordering of any Exhibit 1 products without Customer's authorized signature on these Agreements.Customer shall receive the
benefit of all warranties,services,etc.provided for in the Agreements.
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,FL
r,.rya,nr%r •ti'.ti'.r•1!,•,r//ti,,Rr,rn, l:,a„I 1r,1,-(,00 - ?r,,; 1Nrh1�•rrr r4i/f;r-r-2.• 'rh_'I.' ,.,:n: :rwa ;,,,,rrr„rrtl.:t.a,•,-„ ,:;,
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ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS®CORPORATION INDIAN RIVER COUNTY,FLORIDA
(New World) (Customer)
/� By its and of C unty Commission
By: Gr• 64By: S
Garry D. weber,President Date Thomas S. Lowther,Chairman
Date Approved by BCC:
Attest:J.K. Barton,Clerk
By:
Deputy Clerk
Approved:
By. J
oseph aird, ` ''r•
ounty Administrator
. 's '• i
Appro s to and legal sufficien
B
Marian E.Fell,
Assistant County Attorney
Each individual signing above represents that(s)he has the requisite authority to execute this Agreement on behalf of
the organization for which(s)he represents and that all the necessary formalities have been met.
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,FL
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AGREEMENT AND AUTHORIZATION
FOR PROCUREMENT
OF COMPUTER HARDWARE,PROPRIETARY SOFTWARE AND SERVICES
March 18,2005
EXHIBIT 1
CONFIGURATION
A SYSTEM HARDWARE
ITEM DESCRIPTION INVESTMENT
1 Message Switch-IBM eServer p5-520 Deskside Server $7,640
-Power GXT135p Graphics Accelerator w/Digital Support
-(2)3 14G 10,000 RPM Ultra320 SCSI Disk Drive(RAID 1)
-IBM T541H/L150p 15"TFT Flat Panel Color Monitor
-6'Extender Cable for Displays(15-pin)
-1024MB(4X256MB)DIMMs,266MHz DDR SDRAM
-SoftwTre Preinstall
-(2)AC Power Supply, 85OW
-1-Way 1 5GHz POWER5 Processor Card
-IBM 417GB IDE Slimline DVD-RAM Drive
-(3)Power Cord(6-Foot), 1125V/1 5A
-Ultra320 SCSI 4-Pack
-Media Backplane Card
-IBM Deskside Cover Set
-Zero-priced Value Pak Processor Entitlement
-Quiet I ouch Keyboard-USB, Black
-Mouse-Business Black with Keyboard Attachment Cable
-Language Group US English
-2-PortlAsynchronous IEA-232 PCI Adapter
-External USB 1 44 MB Diskette Drive
2 US Robotics V,90 External Data/Fax Modem(ECS) $100
3 Lexmark E330 Laser Printer $400
Total System Hardware $8,140
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,FL
SmeadSoR Reprint Date:Wednesday,July 13,2016-13:02:22-Oficial uments:3510,Attachment Id 1,Page 42
B. SYSTEM SOFTWARE
ITEM DESCRIPTION INVESTMENT
1 Message Switch System Software
-AIX V5.3 NIC
-System Program Order(CD Media) $50
-AIX V5.3 Value Pak $150
Total System Software $200
C. IBM SERVICES
ITEM DESCRIPTION INVESTMENT
1 Three Year Software Maintenance for AIX $1,100
-3 Year SWMA for AIX per Processor
-3 Year Services 7X24 Support per Processor
Total IBM Services $1,100
WORLDD. NEW
1 RS/6000 Installation Support' $2,500
Total New World Services $2,500
Total System Price $11,940
Less New World Customer Discount -$874
TOTAL CUSTOMER PRICE $ Q
•
RS/6000 Installation and Support includes:Standard system procedure, RS/6000 to MDT/MCT
' (data management; Workflow/process of implementing mobile communications;External
consideration, and Ongoing systems administration including updates, backups database
verification, forms creation, etc.)
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,FL
Smead5oft Reprint Date:Wednesday,Juy 13,2016-13:02:23-OfficialDocuments:3510,Attachment Id 1,Page 43
SYSTEM HARDWARE
ITEM DESCRIPTION INVESTMENT
1 Mobile Management Server(Field Reporting)
IBM xSeries 226 2-Way Tower Server $3,100
-(1)Intel Xeon 3 OGHz Processor(Dual Processor Capable)
-512MB System Memory
-(2)36GB 10K Ultra 320 HDD(RAID 1)
-Integrated Disk Mirroring
-CD-ROM Drive
-Redundant Power Supplies&Cooling Fans
-10/100/1000MB Ethernet Adapter
-IBM L150 15"Flat Panel Color Monitor
I
-IBM UPS1500THV-105OW
- 1 Yr On-site Limited Warranty-Parts&Labor
Total System Hardware $3,100
B. SYSTEM SOFTWARE
ITEM DESCRIPTION INVESTMENT
1 Mobile Management Server-System Software
(1)Microsoft Windows 2003 Server Operating System-Server License $700
Total System Software $700
0
ITEM DESCRIPTION INVESTMENT
1 Mobile Management Server-Hardware Warranty Upgrade
3 Year Parts+Onsite Labor 24x7x4 Hour Response $750
Total Services $750
TOTAL SYSTEM COST $
TOTAL RS/6000 MESSAGE SWITCH AND RS/6000 MOBILE
MANAGEMENT SERVER COSTS $71
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,FL
SmeadSoft Reprint Date:Wednesday,July 13,2016-13:02:23-Ofcial7uments:3510,Attachment Id 1,Page 44
1 The above hardware and system software costs assume the licensing of New World Systems'
application software and support as part of a complete solution. The proposed hardware is
configured to run New World applications only.
2 The servers have been configured based on the proposed software Additional disk and/or
memory may be needed should customer elect to purchase additional software for the
networking environment.
3 Existing PC workstations must run the Windows 20001XP Professional operating system, must
have a 10/100MB Ethernet adapter, and must be configured with the TCP/AP network protocol
to be compatible with New World client applications.
Cabling has not been proposed. Due to the various requirements in terms of cabling and
4 connections for different personal computers and printers as well as various local requirements
(i.e., building codes, use of union personnel, use of electricians, etc.), New World recommends
that the customer contract with a local firm for any cabling requirements. New World Systems
works closely with local vendors in this context providing them with the required specifications
and alerting them to any issues.
5 The above customer costs are subject to confirmation prior to contract execution.
CONFIDENTIAL
(AA3RD 05/95) Indian River Co.,FL
SmeadSoR Reprint Date:Wednesday,Juy 13,2016-13:02:23-OfficialDocuments:3510,Attachment Id 1,Page 45