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Home My WebLink About2011-018 1 2 RESOLUTION NO. 2011-18 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A CRITICAL TECHNOLOGY INFRASTRUCTURE UPGRADE FOR THE CITY OF SAN 3 BERNARDINO; AGREEMENTS WITH NEW WORLD SYSTEMS AND NEXUS 4 INTEGRATED SYSTEMS; AND A MEMORANDUM OF UNDERSTANDING WITH THE BOARD OF WATER COMMISSIONERS. 5 WHEREAS, after a review of products, pricing, existing infrastructure, and the CAD and 6 RMS award to New World Systems Corporation of Troy, Michigan by the City of EI Cajon after 7 8 an open public competitive bid within the last 12 months, New World Systems is the 9 recommended provider for a ten-year fixed rate subscription and service agreement for 10 11 12 13 Computer-Aided-Dispatch and Records Management System software for the San Bernardino Police and Fire Departments; and, WHEREAS, after a review of products, pricing, existing infrastructure, and the Financial 18 System for the City of San Bernardino; and, 19 20 experience with the City's existing NEC telephone switches, Nexus Integrated Systems, is the 21 22 23 WHEREAS, after a review of products, pncmg, existing infrastructure, and their recommended provider for the purchase of a core telephone switch upgrade for the City of San Bernardino's City Hall telephone system; and, 24 WHEREAS, at a meeting held on January 19,2011, the San Bernardino Board of Water 25 Commissioners approved the joint purchase of the telephone switches upgrade with the City; 26 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 27 OF SAN BERNARDINO AS FOLLOWS: 28 2011-18 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A CRITICAL TECHNOLOGY INFRASTRUCTURE UPGRADE FOR THE CITY OF SAN 2 BERNARDINO; AGREEMENTS WITH NEW WORLD SYSTEMS AND NEXUS INTEGRATED SYSTEMS; AND A MEMORANDUM OF UNDERSTANDING WITH 3 THE BOARD OF WATER COMMISSIONERS. 4 5 6 7 SECTION 1. That pursuant to San Bernardino Municipal Code 3.04.010(b)(2)the Mayor and Common Council authorize the City Manager, or his designee, to sign a ten-year fixed rate Standard Software License Subscription and Services Agreement with New World Systems 8 9 Corporation of Troy, Michigan, dated January 12,2011, for both a Public Safety CAD and RMS 10 11 12 software project and a comprehensive Financial Management System and Integrated Software System, a copy of which is attached hereto as Exhibit "A" and incorporated herein in full. SECTION 2. That the Mayor and Common Council authorize the purchasing manager 15 16 resolution, in an amount not to exceed $814,340. The Purchase Order shall read "San 17 Bernardino CAD/RMS/Financial Management System - Year 1" and authorize the annual 18 issuance of purchase orders for years two through ten as provided for in the abovementioned 19 agreement. 20 21 22 23 24 25 26 27 28 SECTION 3. That pursuant to San Bernardino Municipal Code 3.04.01O(b)(2)the Mayor and Common Council authorize the City Manager, or his designee, to sign a Purchase Agreement with Nexus Integrated Systems for the purchase and installation of a core telephone switch upgrade for the City Hall telephone system as outlined in the Statement of Work dated January 19, 2011. A copy of the Purchase Agreement, including the Statement of Work, is attached hereto as Exhibit "B" and incorporated herein in full. 2011-18 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A CRITICAL TECHNOLOGY INFRASTRUCTURE UPGRADE FOR THE CITY OF SAN 2 BERNARDINO; AGREEMENTS WITH NEW WORLD SYSTEMS AND NEXUS INTEGRATED SYSTEMS; AND A MEMORANDUM OF UNDERSTANDING WITH 3 THE BOARD OF WATER COMMISSIONERS. 4 5 SECTION 4. That the Mayor and Common Council authorize the purchasing manager 6 to issue a Purchase Order to Nexus Integrated Systems for purchase and installation of the 7 telephone switch referenced in Section 3 of this resolution, in an amount not to exceed 8 9 10 $400,000." The Purchase Order shall read "San Bernardino City Hall Core Telephone System Upgrade FY 2010-2011". 11 SECTION 5. That the Mayor and Common Council authorize the City Manager, or his 12 designee, to sign a Memorandum of Understanding between the City of San Bernardino and the 13 Board of Water Commissioners for the joint purchase of a telephone switch upgrade, a copy of 14 which is attached hereto as Exhibit "C" and incorporated herein in full. 2011-18 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A CRITICAL TECHNOLOGY INFRASTRUCTURE UPGRADE FOR THE CITY OF SAN 2 BERNARDINO; AGREEMENTS WITH NEW WORLD SYSTEMS AND NEXUS INTEGRATED SYSTEMS; AND A MEMORANDUM OF UNDERSTANDING WITH 3 THE BOARD OF WATER COMMISSIONERS. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and joint 6 Common Council of the City of San Bernardino at a regular meeting thereof, held on the 7 24th day of January 8 Council Members: 9 10 MARQUEZ 11 DESJARDINS 12 BRINKER 13 SHORETT 14 KELLEY 15 16 JOHNSON ,2011, by the following vote, to wit: AYES NAYS ABSTAIN ABSENT x x x x x x 17 CCAMMACK 18 x f?,~ )). ~ 19 ~R~~C~ ~ he foregoing resolution is hereby approved this d..I. -r day of January ,2011. 20 21 23 ~ City of San Bernardino 22 .! f/vt/Y/ltllf" ES F. PENMAN, ity Attorney 2 Exhibit A Neu' World ,~'ysteJnsR fbe FIIMe Companr STANDARD SOFTWARE LICENSE SUBSCRIPTION AND SERVICES AGREEMENT January 12,2011 This Standard Software License Subscription and Services Agreement which includes the attached Exhibits ("this Agreement") is between New World Systems@ Corporation ("New World"), a Michigan Corporation and City of San Bernardino, California ("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 AA1................... AEGIS TOTAL COST SUMMARY AND PAYMENT SCHEDULE Exhibit AA2................... LOGOS TOTAL COST SUMMARY AND PAYMENT SCHEDULE Exhibit AI..................... AEGIS LICENSED STANDARD SOFTWARE AND FEES Exhibit A2 ..................... LOGOS LICENSED STANDARD SOFTWARE AND FEES Exhibit B1...................... AEGIS IMPLEMENTATION AND TRAINING SUPPORT SERVICES Exhibit B2...................... LOGOS IMPLEMENTATION AND TRAINING SUPPORT SERVICES Exhibit C1 ..................... AEGIS STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit C2 ..................... LOGOS STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D ....................... NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES Exhibit E........................ DEMONSTRATION SITE DISCOUNT Exhibit F ........................ LOGOS DATA FILE CONVERSION ASSISTANCE Exhibit G1..................... AEGIS CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE Exhibit G2 ..................... LOGOS CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE Appendix 1.................... AEGIS AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS 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. If the individual is not so authorized then (s)he assumes personal liability for compliance under this Agreement. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS@ CORPORATION (New World) CITY OF SAN BERNARDINO. CALIFORNIA (Customer) By: By: Larry D. Leinweber, President Authorized Signature Title By: Authorized Signature Title Approved as to form: James F. Penman, City Attorney Date: Date: The "Effective Date" of this Agreement is the latter of the two dates in the above signature block. Corporate: 888 West Big Beaver Road. Suite 600' Troy' Michigan 48084-4749. 248-269-1000' www.newworldsystems.com Agreement 011211 Aegis and Logos FINAL.docx I. DEFINITIONS The following terms as defined below are used throughout this Agreement: I. "Authorized Copies": Except as provided in Section II, subparagraph 1.3, the only authorized copies of the Licensed Software 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 II, subparagraph 1.2. 2. "An Authorized UserIWorkstation ": Subject to the number of users specified in Exhibits AI and A2, any PC workstation that is connected to access the Licensed Software resident on Computer and that may be logged on to access the programs, interfaces, data, or files created and/or maintained by the Licensed Software. 3. "Computer": The MSP and .NET Server(s) to be located at: City of San Bernardino 710 North "D" Street San Bernardino, CA 92401 Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten (10) days of the Effective Date, 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. 4. "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 party from a third party without obligation of confidence. 5. "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 the Effective Date, Customer shall notify New World of the name of the Customer Liaison. 6. "Delivery of Licensed Standard Software": Licensed Standard Software will be delivered in a machine readable form to Customer via an agreed upon network connection, or on appropriate media if requested, as soon as the software is available after the Effective Date. 7. "Development Software": Standard application software currently under development by New World which, if applicable, will be completed and delivered to Customer as Licensed Standard Software when available. 8. "Hourly Rate": As described in this Agreement, New World shall provide services to Customer at the rate of$170/hour. The hourly rate is protected for 12 months after the Effective Date, at which time the hourly rate shall be the then-current New World hourly rate. 9. "Installation of Licensed Standard Software": Installation of the Licensed Standard Software shall be deemed to occur, for all billings or other events described herein, upon the earlier of: (a) the transfer or loading of the Licensed Standard Software onto a Customer server or computer, or (b) thirty (30) days after delivery of the Licensed Standard Software. 10. "Licensed Custom Software": Any software (programs or portions of programs) developed by New World specifically for Customer's own use. II. "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). 12. "Licensed Products": The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing. 13. "Licensed Software": The Licensed Standard Software, Development Software, Upgrades, and Licensed Custom Software provided under this Agreement. 14. "Licensed Standard Software": The current version of New World standard and development application software package(s) (in machine readable code) listed in Exhibits AI and A2. 15. "SSMA ": The New World Standard Software Maintenance Agreement as set forth in Exhibits C I and C2. 16. "Subscription Period": The period of time between the Effective Date and the expiration date of Customer's subscription as described in Exhibits AAI and AA2. 17. "Travel Expenses": All actual and reasonable travel expenses incurred by New World for trips relating to this project, including airfare, rental car, lodging, mileage, and daily per diem expenses. 18. "Travel Time": Actual New World employee travel time billed at the Hourly Rate up to, but not exceeding, four (4) hours per each trip relating to this project. 19. "Upgrades": Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibits CI and C2 of this Agreement and released after the execution of this Agreement. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 2 of 42 City of San Bernardino, CA II. GENERAL TERMS AND CONDITIONS 1. 0 SINGLE USE LICENSE 1.1 New World grants Customer a nontransferable, nonexclusive, and non-assignable license to use the Licensed Software during the Subscription Period on the Computer and only for its internal processing needs. During the Subscription Period, 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 and only on an authorized workstation. 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. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) 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 as defined above so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole 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; (iii) Test data, sample files, or file layouts; (iv) Program listings; and (v) Licensed 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, 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 nonexclusive, nontransferable, non-assignable license to use the Licensed Products during the Subscription Period 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 New World provides software correction service and maintenance for the Licensed Standard Software during the term of Customer's SSMA. See Exhibits C1 and C2 for a description of the SSMA start date and term, the services available and the applicable fees and procedures. 4. 0 WARRANTIES 4.1 New World warrants, for Customer's benefit only, that during the Subscription Period, the Licensed Standard Software will perform as specified in its user manuals based on the then-current release of the Licensed Standard Software. 4.2 New World warrants, for Customer's benefit only, that during the Subscription Period, it possesses the necessary intellectual rights to license to Customer the Licensed Standard 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 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 3 of 42 City of San Bernardino, CA Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN TillS PARAGRAPH 4.0, AND ITS SUBSECTIONS, NEW WORLD EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INSTALLATION AND TRAINING SUPPORT SERVICES 5.1 As provided for in Exhibits BI or B2 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 Exhibits B I and B2 for a description of the services provided and the applicable fees and procedures. 6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES The successful implementation 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, related components 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 management 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 an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall: (i) provide timely answers to New World's requests for information; (ii) coordinate a mutually agreeable implementation and 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 backup 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 WORKSTATION CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made 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 that the services are subject to additional charge( s ). 7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software, Customer agrees to pay the additional License fees at the then current software prices in effect. No cancellation of Exhibits A I or A2 software modules and related fees will be allowed during the service period. SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next annual billing date after the additional workstations and/or Licensed Standard software is CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 4 of 42 City of San Bernardino, CA added, or as specified in the future contract. With said payments, the license provided in Section II, Paragraph 1.0 permits Customer's use of the Licensed Software for the specified workstations. 7.3 Customer shall notify New World if additional authorized workstations need to be added to access the Licensed Software and will pay the additional authorized workstation fees promptly when invoiced. 7.4 Any taxes or fees 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. 8.0 NON-RECRUITMENT OF PERSONNEL 8.1 During, and for a period of twenty-four (24) months after the expiration of, the Standard Software Maintenance Agreement and/or any renewal maintenance agreement, 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 A GREEMENT 9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information absent express written consent by the party claiming confidentiality. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. Customer agrees to timely notify New World of any request( s) made for disclosure of confidential information. 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. In addition to any other remedies, New World may recover from Customer all damages and legal fees incurred in the enforcement of this provision on third party access; (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, or other equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on Confidentiality and Non-Disclosure without the requirement of posting a bond or proof of injury as a condition for the relief sought. 10.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES New World's entire liability and Customer's exclusive remedies are set forth below: 10.1 For any 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 II, 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 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 5 of 42 City of San Bernardino, CA 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 total liability to Customer for all claims relating to the Licensed Products and this Agreement, including any action based upon contract, tort, strict liability, or other legal theory, shall be limited to Customer's actual damages and in no event shall New World's liability exceed the total annual subscription fees paid to New World for the Subscription Period. 10.3 New World shall not be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages, including loss of profits or costs of cover, arising from or related to a breach of this Agreement or any order or the operation or use of the Licensed Products including such damages, without limitation, as damages arising from loss of data or programming, loss of revenue or profits, failure to realize savings or other benefits, damage to equipment, and claims against Customer by any third person, even if New World has been advised of the possibility of such damages. New World's liability for any form of action shall only apply after any and all appropriate insurance coverage has been exhausted. 10.4 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, consequential, special, indirect, punitive, and/or exemplary damages is still effective. 11.0 INTEGRATION WITH Us. COPYRIGHT ACT I 1. I 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, Us.e. 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 restrictive, 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 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. 12.3 New World shall perform work tasks provided by this Agreement, but for all intents and purposes New World shall be an independent contractor and not an agent or employee of the Customer. New World shall secure, at its expense, and be responsible for any and all payment ofIncome Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for New World and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 13.0 INSURANCE REQUIREMENTS New World shall not commence work under this Agreement until it has obtained the insurance required under this paragraph. 13. I Workers' Compensation Insurance: New World shall procure and maintain during the 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 for 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 shall 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 $1,000,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $1,000,000 for each accident; and in an amount not less than $1,000,000 on account for each accident for damage to property, provided however that the combined single limit for all automotive related claims shall not exceed $1,000,000. 13.4 Customer, its officers, agents and employees shall be named as additional insured parties on all insurance policies required to be purchased by New World. 13.5 Certificates of insurance for all policies required hereunder shall require the insurer to give Customer at least thirty (30) days written notice of any change in or termination of coverage. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 6 of 42 City of San Bernardino, CA 14.0 DISPUTE RESOLUTION PROCEDURE 14.1 Except as provided in Section 15.2 of these Terms and Conditions (Customer failure to make prompt payment), any dispute or controversy arising out of or relating to this Agreement, or breach thereof, shall be settled by the following procedure. Levell: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), New World and 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 meeting shall be held at Customer's offices and subsequent meetings will alternate between New World and Customer's offices. The Levell period shall begin when one party gives notice to the other by certified mail that it is entering into this Level 1 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, Customer and New World shall enter into a mediation process. Each party shall bear its own costs in preparing for and conducting mediation, except that the joint costs, if any, of the actual mediation proceeding shall be shared equally by the parties. The mediation process is defined as follows: The parties shall select a mutually agreeable mediator to aid the parties in resolving the dispute or controversy. The mediator shall not be an employee or former employee of either party. The mediation shall be held at a location chosen by New World, but within seventy-five (75) miles of Customer's location. Level 3: Only after the completion of both Levels 1 and 2 above without a satisfactory resolution of the dispute or controversy, either party may bring suit in the United States District Court for the Central District of California, Eastern Division, so long as subject matter jurisdiction is met. In the event subject matter jurisdiction is not met, either party may bring suit in the California Superior Court for San Bernardino, CA. Each party shall bear the cost of their own legal expenses if Level 3 is used. 15.0 TERMINATION 15.1 Bv Customer: Customer may at its option terminate this Agreement on an anniversary date as follows: (i) Customer shall provide written notice to New World at least one hundred eighty (180) days prior to the next anniversary date; (ii) Upon providing notice under this Section, Customer shall remit a termination fee to New World, which Customer agrees is reasonable and in proportion to the damage suffered to New World as a result of Customer's termination of this Agreement prior to the end of the Subscription Period. Based on the date in the notice, the Termination Fee will be based on the number of months since the Effective Date as follows: Termination Notice Month Since Effective Date Customer's Termination Fee First 60 months $2,000,000 1,700,000 1,500,000 1,300,000 1,000,000 600,000 Months 61 - 72 Months 73 - 84 Months 85 - 96 Months 97 - 108 Months 109 - 120 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 7 of 42 City of San Bernardino, CA (iii) So long as Customer satisfies the requirements of this section, including payment of the Termination Fee, the Agreement shall terminate upon the next anniversary date after the required notice. 15.2 Bv New World: If Customer fails to make prompt payments to New World when invoiced, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall specify the payments past due; (ii) Customer shall have thirty (30) days from receipt of said notice to make payment in full for all outstanding invoiced payments due: (iii) If Customer fails to remit payment in full within thirty (30) days from written notice, then New World may declare Customer in default and assess a termination fee based on the schedule in 15.1 above. The date on the subscription invoice shall be used as the termination notice date to use in finding the month when termination occurred; (iv) Customer agrees that said termination fee is reasonable and in proportion to the damage suffered to New World as a result of Customer's failure to pay the past due amounts; (v) Notwithstanding any other provision in this Agreement any collection process relating to the termination fee shall be governed by the laws of the State of Michigan and venued in the courts of Oakland County, Michigan. 15.3 Bv Exviration of Subscrivtion Period: Unless extended by mutual agreement of the parties, this Agreement shall terminate upon the end of the Subscription Period. 15.4 Upon termination under this Paragraph 15, Customer shall return to New World all Licensed Products, including any copies provided to or created by Customer under this Agreement. 15.5 Nothing in this paragraph on termination is intended to infer 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 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 of or 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 to the following business address of the Customer: San Bernardino Police Department 710 North "D" Street, B B1dg PSG San Bernardino, CA 92401 Attention: Michael Eckley, Public Safety IT Manager Telephone: (909) 384-5742 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 600 Troy, Michigan 48084 Attention: President 18.0 GENERAL CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 8 of 42 City of San Bernardino, CA 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 California and it shall be binding on the successors and assigns of the parties. 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 This Agreement is entered into solely for the benefit of New World and Customer. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement. 18.6 Notwithstanding anything contained herein to the contrary, these terms and conditions may be extended to other public entities for purchase of the license and/or services described under this Agreement. To the extent they are required, the parties shall execute any requisite cooperative agreements authorizing such extension of terms and conditions. If this is done, Customer assumes no authority, liability, or obligation on behalf of any other public entity that may use this Agreement for any such purchase. 18.7 Other integrated licensed software and services from New World may be purchased by Customer under the terms and conditions of this Agreement. 18.8 In the performance of this Agreement and in the hiring and recruitment of employees, New World shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 18.9 New World warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications and approval of whatever nature that are legally required of New World to practice its business or profession. 18.10 New World shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of New World's interest in this Agreement without Customer's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void. Regardless of Customer's consent, no subletting or assignment shall release New World of New World's obligation to perform all other obligations to be performed by New World hereunder for the term of this Agreement. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 9 of 42 City of San Bernardino, CA PUBLIC SAFETY PRODUCTS AND SERVICES EXHIBIT AAl AEGIS TOTAL COST SUMMARY AND PAYMENT SCHEDULE I. PAYMENTS FOR LICENSED STANDARD SOFTWARE SUBSCRIPTION, IMPLEMENTATION SERVICES, THIRD PARTY PRODUCTS AND STANDARD SOFTWARE MAINTENANCE SERVICES DESCRIPTION OF COST COST A. ANNUAL SUBSCRIPTION PAYMENTS 1. Year 1 Subscription Payment (Fiscal Year 2010-11) · Invoiced on Effective Date 2. Year 2 Subscription Payment · Invoiced on July 1, 2011 3. Year 3 Subscription Payment · Invoiced on July 1,2012 4. Year 4 Subscription Payment · Invoiced on July 1,2013 5. Year 5 Subscription Payment · Invoiced on July 1,2014 6. Year 6 Subscription Payment · Invoiced on July 1,2015 7. Year 7 Subscription Payment . Invoiced on July 1,2016 8. Year 8 Subscription Payment · Invoiced on July 1, 2017 9. Year 9 Subscription Payment · Invoiced on July 1, 2018 10. Year 10 Subscription Payment · Invoiced on July 1, 2019 $400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 TOTAL SUBSCRIPTION PAYMENTS: $4.000.000 PRICING IS VALID THROUGH JANUARY 31, 2011. ALL PAYMENTS ARE DUE WITHIN FORTY -FIVE ( 45) DAYS FROM RECEIPT OF INVOICE. Billings are applied ratably to each deliverable included under the total one-time cost. If any deliverable is subject to sales tax, the tax will be calculated and added as applicable to each billing. Travel costs are not included and are billed weekly as Travel Expenses occur. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 10 of 42 City of San Bernardino, CA PUBLIC ADMINISTRATION PRODUCTS AND SERVICES EXHIBIT AA2 LOGOS TOTAL COST SUMMARY AND PAYMENT SCHEDULE I. PAYMENTS FOR LICENSED STANDARD SOFTWARE SUBSCRIPTION, IMPLEMENTATION SERVICES, THIRD PARTY PRODUCTS AND STANDARD SOFTWARE MAINTENANCE SERVICES DESCRIPTION OF COST COST A. ANNUAL SUBSCRIPTION PAYMENTS 1. Subscription Payment (Fiscal Year 2010-11) Services as described in Exhibit G-2 $245,000 169.340 Year 1 Total Payment · Invoiced on Effective Date 2. Year 2 Subscription Payment · Invoiced on July 1, 2011 3. Year 3 Subscription Payment · Invoiced on July 1,2012 4. Year 4 Subscription Payment · Invoiced on July 1,2013 5. Year 5 Subscription Payment · Invoiced on July 1,2014 6. Year 6 Subscription Payment · Invoiced on July 1, 2015 7. Year 7 Subscription Payment · Invoiced on July 1,2016 8. Year 8 Subscription Payment · Invoiced on July 1, 2017 9. Year 9 Subscription Payment · Invoiced on July 1,2018 10. Year 10 Subscription Payment · Invoiced on July 1,2019 $414,340 245,000 245,000 245,000 245,000 245,000 245,000 245,000 245,000 245,000 TOTAL SUBSCRIPTION PAYMENTS: $2.619.340 PRICING IS VALID THROUGH JANUARY 31, 2011. ALL PAYMENTS ARE DUE WITHIN FORTY-FIVE (45) DAYS FROM RECEIPT OF INVOICE. Billings are applied ratably to each deliverable included under the total one-time cost. If any deliverable is subject to sales tax, the tax will be calculated and added as applicable to each billing. Travel costs are not included and are billed weekly as Travel Expenses occur. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 11 of 42 City of San Bernardino, CA EXHIBIT Al AEGIS LICENSED STANDARD SOFTWARE UNDER IO-YEAR SUBSCRIPTION 1. License Fee for Licensed Standard Software And Documentation Selected Bv Customer: Application Packagel,2,3,4 CAD 1. Aegis/MSP Combined LE/Fire/EMS CAD - Call Entry - Call Control Panel - Unit Recommendations - Unit Status and Control Panel - Call Stacking - CAD Messaging - Call Scheduling - Dispatch Questionnaire - GIS/Geo-FiIe Verification - Hazard and Location Alerts - Hydrant Inventory - Access to Aegis/MSP LE Records - Access to Aegis/MSP Fire Records - Note Pads - Rip-N-Run Remote Printing - Run Cards - Tone Alerts 2. Additional Aegis/MSP Software for Computer Aided Dispatch 5 - CAD Mapping - CAD A VL - Data Analysis/Crime Management/Management Reporting - Service Vehicle Rotation (Wrecker, Ambulance) 3. Aegis/MSP Third Party CAD Interface Software 5 - CAD Pager Interface - E-91 1 Interface 6 - On-Line CAD Interface to State/NCIC7 - Pre-Arrival Questionnaire Interface (I questionnaire(s) - EMD) (supports available release) CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 12 of 42 City of San Bernardino, CA Exhibit At /AEGIS LICENSED STANDARD SOFTWARE UNDER to-YEAR SUBSCRIPTION LAW ENFORCEMENT RECORDS 4. Aegis/MSP Single Jurisdiction Base Law Enforcement Records - Accidents - Arrest - Business Registry - Case Processing - Computer Aided Investigations - Federal Reports (UCR/IBR) - GIS/Geo-File Verification - Impounded Vehicles - Incident Tracking - Jacket Processing - PersonnellEducation - Property - Traffic Tickets and Citations - Wants and Warrants 5. Aegis/MSP Federal and State Compliance Reporting for LE Records - Federal UCR/IBR8 - State Accidents9 6. Additional Aegis/MSP Software for Law Enforcement Records - Alarm Tracking and Billing - Case Management - Data Analysis/Crime MappinglManagement Reporting - Field Investigations - Narcotics Management - Property Room Bar Coding5 7. Aegis/MSP Third Party LE Records Interface Software 5 - Ticket Writer Interface - Aegis/MSP State/NCIC Interface7 Includes 12 - 15 screens On-Line Modules - Includes 4 state inquiry screens7 - On-Line Global Subjects Interface to State/NCIC 8. Aegis/MSP Imaging Software - Public Safety Lineups/Mug Shots 10 - Digital ImaginglElectronic Signature Capture CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 13 of 42 City of San Bernardino, CA Exhibit AI/AEGIS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION FIRE RECORDS 9. Aegis/MSP Fire Records Software Base Package - Activity Reporting and Scheduling - Investigations - Business Registry - Hazardous Materials - GIS/Geo-File Verification - Hydrant Inventory and Inspections - Incident Tracking - Inspection Tracking - PersonnellEducation - Pre-plans - Station Activity Log - BLS/ ALS 10. Federal Compliance Reporting for Fire Records - NFIRS 5.0 Electronic Reporting CORRECTIONS 11. Aegis/MSP Corrections Management Software Base Package - Aegis/MSP LE Records Interface - Bookings - Incident Tracking - Inmate Property Tracking - Inmate Classification - Inmate Housing - Mass Move - Inmate Scheduling and Tracking - Inmate Contacts (visitor, mail, phone, emergency) - Inmate Programs (courses) - Inmate Activity Log - Trustee - Case Management - Corrections Officer Log - Finance Management (inmate, facility) - Jacket Processing - Business Registry - PersonnellEducation - GIS/Geo-File Verification 12. Aegis/MSP State Compliance Reporting for Corrections - State Corrections Reporting Includes up to 4 reports CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 14 of 42 City of San Bernardino, CA Exhibit AI/AEGIS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION 13. Additional Aegis/MSP Software for Corrections Management - Inmate Movement Tracking Bar Coding - Property Room Bar Coding 14. Aegis/MSP Third Party Corrections Interface Software 5 - Livescan Interface - VINE Interface MOBILE SOFTWARE MOBILE SOFTWARE ON THE RS/6000 MESSAGE SWITCH SERVER 11 15. Base Message Switch to State/NCIC (151-200 units) - Base Message Switch for MDT/MCT - State/NCIC Interface 16. Additional Aegis@ Software for RS/6000 Message Switch - New World CAD Interface for Aegis MSP (151-200 units) - Mobile Upload Software (151-200 units) _ A VL Interface (151-200 units) J 2 MOBILE SOFTWARE ON THE MSP Server 17. Aegis@ Mobile Integration Software - MDT/MCT Base CAD/RMS Interface (151-200 units) - A VL CAD Interface (151-200 units) 12 MOBILE MANAGEMENT SERVER 18. Aegis/MSP Mobile Management Server Software (151-200 units) - Base CAD/NCIC/Messaging - Field Reporting - Field Reporting Data Merge CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 15 of 42 City of San Bernardino, CA Exhibit AI/AEGIS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION CLIENT SOFTWARE 19. Aegis@ Law Enforcement Mobile Unit Software (156 Units) Mobile Messal!inl! LE StatelNCIC via Switch 7 LE CAD via Switch Mugshot Image Download State Photo Download In-Car Mapping In-Car Routing New World A VL Field-Based ReDortinl! (156 Units) LE Field Reporting (Federal Standards) The following 4 New World Reports are included: - Incident (1 form) - Case (1 form) - Arrest (1 form) - Supplement (1 form) LE Field Reporting Compliance LE Accident Field Reporting The following New World Report is included: - Accident (1 form) LE Accident Field Reporting Compliance Mobile Upload ofField Reports 20. In-Station -Based ReDortinl! (20 Units) LE Field Reporting (Federal Standards) The following 4 New World Reports are included: - Incident (1 form) - Case (1 form) - Arrest (1 form) - Supplement (1 form) LE Field Reporting Compliance LE Accident Field Reporting The following New World Report is included: - Accident (1 form) CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 16 of 42 City of San Bernardino, CA Exhibit At /AEGIS LICENSED STANDARD SOFTWARE UNDER to-YEAR SUBSCRIPTION LE Accident Field Reporting Compliance Mobile Upload ofField Reports 21. Aegis@ Fire Mobile Unit Software (35 Units) Fire CAD via Switch New World A VL EMS Field Reporting (National Standards) (1 unit) Includes NEMSIS Incident (1 form) 22. Workstation License (Included) Note: Other than for Mobile Software, a Workstation License for up to 400 users is included for the Exhibit A 1 Licensed Standard Software. The Workstation License includes the following agencies as authorized users: _ San Bernardino Police Department, CA _ San Bernardino Fire Department, CA CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 17 of 42 City of San Bernardino, CA Exhibit AI/AEGIS LICENSED STANDARD SOFTWARE UNDER IO-YEAR SUBSCRIPTION ENDNOTES Personal Computers must meet the minimum hardware requirements for New World Systems' MSP product. Microsoft Windows XP or later is requiredfor all client machines. Windows 2003/2008Server and SQL Server 2005/2008 are requiredfor the Application and Database Server(s). New World Systems' MSP product requires Microsoft Windows 2003/2008 Server and SQL Server 2005/2008 including required Client Access Licenses (CALs) for applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. New World Systems' MSP product requires Microsoft Excel or Windows Search 4.0 for document searching functionality; Microsoft Word is required on the application server for report formatting. New World recommends a 100/1000MB (GB) Ethernet networkfor the local area network. Wide area network requirements vary based on system configuration, New World will provide further consultationfor this environment. Does not include any required 3rd party hardware or software unless specified in Appendix 1 of this Agreement. Customer is responsible for any 3rd party support. Requires Lantronix VSC 1100 included in Section B of this proposal. Customer is responsible for obtaining the necessary State approval and any non-New World hardware and software. Federal VCR/IBR includes edits, reports and electronic submission. 8 State Accidents includes logic, reports and electronic submission. 10 Camera must meet product specifications and be procured through New World. 13 Currently supporting Motorola, Data Radio (DMP & IP), CDPD, EDACS, CDMA, GPRS, 802.11 and Electrocom Mobile Communication solutions only. Requires 3rd party GPS hardware. Prices assume that all software is licensed. Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed. II 12 14 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 18 of 42 City of San Bernardino, CA EXHIBIT A2 LOGOS LICENSED STANDARD SOFTWARE UNDER to-YEAR SUBSCRIPTION 1. License Fee for Licensed Standard Software And Documentation Selected Bv Customer: Application Package1,2,3 Cost FINANCIAL MANAGEMENT 1. Logos.NET Financial Management Base Suite - General Ledger - Budget Management - Annual Budget Preparation - Accounts Payable - Revenue/Cash Receipting 2. Expanded Revenue Collections _ 3rd Party Receivables Interface (Batch) 3. Logos.NET Additional Financial Management Software - Asset Management - Grant Management - Project Accounting - Misc. Billing & Receivables _ Government (GASB) Reporting - Bank Reconciliation 4. Logos.NET Procurement Management Suite - Purchasing Base - Requisition Processing - Bid & Quote Management - Contract Accounting - Inventory Management PAYROLL & HUMAN RESOURCES SUITE 5. Logos.NET Human Resources Management Base Suite - Payroll Processing - Personnel Management - Position Control CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 19 of 42 City of San Bernardino, CA Exhibit A2 / LOGOS LICENSED STANDARD SOFTWARE UNDER 10- YEAR SUBSCRIPTION 6. Logos.NET Human Resources - Employee Event Tracking - Personnel Action Processing 7. Logos.NET Benefits Management - Benefits Administration - COBRA Billing Administration - Workers Compensation Administration - Employee Retirement Tracking 8. Logos.NET Additional Payroll & HR Modules - Applicant Tracking - Position Budgeting - Time & Attendance Interface4 - Benefit Tracking (Non-Employee) COMMUNITY DEVELOPMENT SUITE 9. Logos.NET Community Development Software - Business Licensing - Parcel Management - Permits - Municipal Inspections - Project Planning - Code Enforcement - Requests for Services Tracking 10. Logos.NET Additional Community Development Modules _ GIS Integration 5 - Community Development Business Licensing (4 screens) Parcel Management (7 screens) Permits (2 screens) Municipal Inspections (4 screens) Code Enforcement (3 screens) Requests for Services Tracking (J screen) CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 20 of 42 City of San Bernardino, CA Exhibit A2 / LOGOS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION eSUITE 11. eSuite Base Software 12. eFinance - eSupplier - eBid - eMiscellaneous Billing - ePayments 13. eHR - eEmployee - eTimesheets - eBenefits Administration - eRecruit 14. eCommunity - ePermits - eLicense - eRequest BUSINESS ANAL YTICS 15. Finance Analytics - Includes 10+ users 16. Dashboards for Financial Management 17. Human Resource/Payroll Analytics - Includes 10+ users 18. Dashboards for Human Resources 19. Community Development Analytics - Includes 10+ users 20. Dashboards for Community Development AUTHORIZED USERS 21. Site License for up to 800 Authorized Users 6 Note: A Site License is included for this solution. This Site License entitles the City of San Bernardino, CA, to 800 authorized users for the Standard Software licensed in Exhibit A2, to be divided up between applications. The Site License is available to only the affiliated Public Administration agencies within the City of San Bernardino, California. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 21 of 42 City of San Bernardino, CA Exhibit A2 / LOGOS LICENSED STANDARD SOFTWARE UNDER 10- YEAR SUBSCRIPTION ENDNOTES Personal Computers must meet the minimum hardware requirementsfor New World Systems' Logos. NET product. Microsoft Windows XP or greater with IE 7. 0 or greater is the required operating systems for all client machines. Windows 2008 Server is requiredfor the Application Server(s), Web Server(s) and Database Server. Microsoft SQL Server 2008 is requiredfor the Database Server. 2 New World Systems' Logos. NET product requires Microsoft Windows 2008 Server and Microsoft SQL Server 2008 including required Client Access Licenses (CALs) and Windows Server 2008 External Connector (EC) licenses for applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. 3 Suggested minimum: 100MB Ethernet Network. 10MB CA T5 Ethernet Network may have less than adequate response time. Further consultation would be required to assess your network. .j Time & Attendance interface is a two-way interface. Additional support may be requiredfor 3rd Party changes; not included in SSMA. GIS integration currently supports either ESR!'s Arc1MS or ArcGIS Server software; the Arc1MS and ArcGIS Server software and any services related to the installation and setup of Arc1MS or ArcGIS are not included in this proposal. The Arc1MS or ArcGIS Server software would need to be purchased, installed and setup separately. Additional cost per group of 5 for authorized users is $5,000. 5 6 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 22 of 42 City of San Bernardino, CA EXHIBIT Bl AEGIS PROJECT MANAGEMENT. IMPLEMENTATION AND TRAINING SUPPORT SERVICES 1. Proiect Manal!ement Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit Al 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) monthly project status reports; and e) project status meetings . a project review (kickoff) meeting at Customer's location . progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and . a project close-out meeting at Customer's location to conclude the project. f) New World consultation with other vendors or third parties. The implementation services fees described in Exhibit AAl include Project Management fees for a period up to 18 months after the Effective Date. 2. ImDlementation and Traininl! SUDDort Hours Recommended It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit A I to insure successful implementation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit AI, up to 1,600 hours of New World implementation and training support services have been allocated for this project. Excess hours requested shall be billed at the Hourly Rate. 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 canceled 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 implementation and training support services include: a) implementation of each package of Licensed Standard Software; 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, implementation and training support services provided by New World may be 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). 3. Interface Installation Service New World shall provide interface installation services as described in this paragraph below. These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on-site installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The services include the following interfaces. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 23 of 42 City of San Bernardino, CA Exhibit Bl / AEGIS PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES a) Operating System Assurance (High Availability Environment) b) CAD Pager Interface c) 911 Interface d) On-Line CAD Interface to StatelNCIC e) Pre-Arrival Questionnaire Interface t) StatelNCIC g) On-Line Global Subjects Interface to StatelNCIC h) On-Line Property Checks Interface to StatelNCIC i) New World Mug Shots/Imaging j) Livescan Interface k) VINE Interface I) Geo-File Implementation Services m) Message Switch Installation Support New World's GIS implementation services are to assist and train Customer in preparing their GIS mapping data for use with the Licensed Standard Software. Customer must provide an accurate GIS street centerline layer in an industry standard file format (ESRI Shape Files). Customer is responsible for having clearly defined boundaries for Police Beats, EMS Districts and Fire Quadrants. New World will assist Customer to create and/or import map layers representing the Police/EMS/Fire boundaries. New World is not responsible for GIS data corrections, cleansing or accuracy. 4. Hardware Qualitv Assurance Service New World shall provide Hardware Systems Assurance of Customer's Aegis/MSP server(s). These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on- site installation is required, Customer will be responsible for the actual travel expenses and time. a) Hardware Quality Assurance Services (High Availability) Environment: Hardware Systems Assurance and Software Installation: Assist with High Level System Design/Layout Validate Hardware Configuration and System Specifications Validate Network Requirements, including Windows Domain Physical Installation of New World Application Servers Instal1 Operating System and Apply Updates Install SQL Server and Apply Updates Install New World Applications Software and Apply Updates Establish Base SQL Database Structure Install Anti-Virus Software and Configure Exclusions Install Automated Backup Software and Configure Backup Routines Configure System for Electronic Customer Support (i.e. NetMeeting) Tune System Performance Including Operating System and SQL Resources Test High A vailability/Disaster Recovery Scenarios (if applicable) Provide Basic System Administrator Training and Knowledge Transfer Document Installation Process and System Configuration CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 24 of 42 City of San Bernardino, CA Exhibit Bl / AEGIS PROJECT MANAGEMENT, IMPLEMENT A nON AND TRAINING SUPPORT SERVICES 5. Messal!e Switch ODeratinl! Svstem Assurance Service New World shall provide Message Switch Operating System Assurance. These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on-site installation is required, Customer will be responsible for the actual travel expenses and time. a) Message Switch Operating System Assurance Services: Operating System Assurance and Software Installation Services: Unpack and assemble hardware Verify core hardware functionality (network/video/storage devices/usb) Install and update AIX Operating System Install and update applicable system manual pages Set AIX environment variables Build system user-ids and applicable authorizations Install and stage message handler and compilers Verify and allocate disk space Mirror hard drives and boot sequencing Install customer-specific communication processes Compile New World Message Switch programs Install base Message Switch data tables Install automated process restart script Install full system backup processes Install system support scripts Install state specific programs and scripts Install state specific data tables Assure Message Switch operation Disassemble, package, and ship to customer 6. Additional Services Available Additional services are also available at the rate of $170 per hour except for Project Management (beyond those described in this Agreement) which is at a rate of $200 per hour. These rates are protected for one year from the Effective Date of this Agreement. After one year, Customer shall pay a mutually agreeable hourly rate for all Exhibit B 1 support services rendered which shall not exceed 3% over the prior Hourly Rate. Other New World services 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) modifying the Licensed Standard Software; e) data conversions; f) designing and programming Licensed Custom Software; and g) maintaining 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 procedures mutually agreed upon by Customer and New World and will be provided at the Hourly Rate). CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 25 of 42 City of San Bernardino, CA EXHIBIT 82 LOGOS PROJECT MANAGEMENT. IMPLEMENTATION AND TRAINING SUPPORT SERVICES 1. Proiect Manal!ement Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A2 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) monthly project status reports; and e) project status meetings . a project review (kickoff) meeting at Customer's location . progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and . a project close-out meeting at Customer's location to conclude the project. The implementation services fees described in Exhibit AA2 include Project Management fees for a period up to 12 months after the Effective Date. 2. Implementation and Traininl! Support Hours Recommended It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit A2 to insure successful implementation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A2, up to 1.000 hours of New World implementation and training support services have been allocated for this project. Excess hours requested shall be billed at the Hourly Rate. 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 canceled 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 implementation and training support services include: a) implementation of each package of Licensed Standard Software; and b) Customer training and/or assistance in testing for each package of Licensed Standard Software. The project management, implementation and training support services provided by New World may be 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). 3. Interface Installation Service New World shall provide interface installation services as described in this paragraph below. These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on-site installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The services include the following interfaces. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 26 of42 City of San Bernardino, CA Exhibit 82 / LOGOS PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES a) Bank Reconciliation b) Time and Attendance c) 3rd Party receivables (Batch) 4. Hardware Ouality Assurance Service New World shall provide Hardware Systems Assurance of Customer's Logos.NET server(s). These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on- site installation is required, Customer will be responsible for the actual travel expenses and time. a) Hardware Quality Assurance Services (Standard): Hardware Systems Assurance and Software Installation:: Assist with High Level System Design/Layout Validate Hardware Configuration and System Specifications Validate Network Requirements, including Windows Domain Physical Installation of New World Application Servers Install Operating System and Apply Updates Install SQL Server and Apply Updates Install New World Applications Software and Apply Updates Establish Base SQL Database Structure Install Anti-Virus Software and Configure Exclusions Install Automated Backup Software and Configure Backup Routines Configure System for Electronic Customer Support (i.e. NetMeeting) Tune System Performance Including Operating System and SQL Resources Test High Availability/Disaster Recovery Scenarios (if applicable) Provide Basic System Administrator Training and Knowledge Transfer Document Installation Process and System Configuration 5. Additional Services Available Additional services are also available at the rate of $170 per hour except for Project Management (beyond those described in this Agreement) which is at a rate of $200 per hour. These rates are protected for one year from the Effective Date of this Agreement. After one year, Customer shall pay a mutually agreeable hourly rate for all Exhibit B2 support services rendered which shall not exceed 3% over the prior Hourly Rate. Other New World services 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) modifying the Licensed Standard Software; e) designing and programming Licensed Custom Software; and f) maintaining 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 procedures mutually agreed upon by Customer and New World and will be provided at the Hourly Rate). CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 27 of 42 City of San Bernardino, CA EXHIBIT Cl AEGIS STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems Corporation (New World) and City of San Bernardino, California (Customer) sets forth the standard software maintenance support services provided by New World for the Exhibit AI applications under Subscription. 1. Service Period This SSMA shall remain in effect for a period of ten (10) years (the SSMA term) beginning on the date of Agreement execution (the start date) and ending on the same calendar date at the conclusion of the SSMA term unless extended by written agreement signed by the parties. 2. Services Included The following services or features are provided under this SSMA at no additional cost, outside ofthis Agreement, to Customer: a) upgrades, including all new releases and revisions, to the Licensed Standard Software during subscription term (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 under subscription (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); e) invitation to and participation in user group meetings; f) emergency 24-hour per day telephone support, for Aegis CAD 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 phone support will be provided via pager and a New World support representative will respond to CAD service calls within 30 minutes of call initiation; and g) integration ofthe embedded software that is a component of the Exhibit Al Licensed Standard Software. Items a, b, c and d above will be distributed to Customer by electronic means. Additional support services are available as requested by Customer using the rates set forth in Exhibit B 1. Exhibit B 1 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. New World agrees to provide maintenance support for Custom interfacing software at no additional expense, outside of this Agreement, to Customer. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then the additional New World maintenance or support services provided shall be billed at the then-current Exhibit B 1 hourly fees. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 28 of 42 City of San Bernardino, CA Exhibit Cl /AEGIS STANDARD SOFTWARE MAINTENANCE AGREEMENT 4. BiIline: Maintenance costs are covered under the subscription payments in Exhibit AA l. (If used, any Exhibit B 1 support or service hours incurred are billed weekly for the previous calendar week.) 5. Additions of Software to Maintenance Ae:reement Additional Licensed Standard Software licensed from New World will be added to the SSMA upon delivery. 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 the SSMA period, if Customer believes that the Licensed Standard Software does 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. Screen shots of the claimed defect where available shall suffice for the documented example requirement. 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 l). The no-charge software correction service does not apply to any of the following: a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; b) situations where 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. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 29 of 42 City of San Bernardino, CA EXHIBIT C2 LOGOS STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems Corporation (New World) and City of San Bernardino, California (Customer) sets forth the standard software maintenance support services provided by New World for the Exhibit A2 applications under Subscription. 1. Service Period This SSMA shall remain in effect for a period of ten (10) years (the SSMA term) beginning on the date of Agreement execution (the start date) and ending on the same calendar date at the conclusion of the SSMA term unless extended by written agreement signed by the parties. 2. Services Included The following services or features are provided under this SSMA at no additional cost, outside ofthis Agreement, to Customer: a) upgrades, including all new releases and revisions, to the Licensed Standard Software during subscription term (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 under subscription (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); e) invitation to and participation in user group meetings; Items a, b, c and d above will be distributed to Customer by electronic means. Additional support services are available as requested by Customer using the rates set forth in Exhibit B2. Exhibit B2 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. New World agrees to provide maintenance support for Custom interfacing software at no additional expense, outside of this Agreement, to Customer. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then the additional New World maintenance or support services provided shall be billed at the then-current Exhibit B2 hourly fees. 4. Billin!!: Maintenance costs are covered under the subscription payments in Exhibit AA2. (If used, any Exhibit B2 support or service hours incurred are billed weekly for the previous calendar week.) CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 30 of 42 City of San Bernardino, CA Exhibit C2 /LOGOS STANDARD SOFTWARE MAINTENANCE AGREEMENT 5. Additions of Software to Maintenance Al!reement Additional Licensed Standard Software licensed from New World wi\l be added to the SSMA upon delivery. Costs for the maintenance for the additional software wi\l be bi\led to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter. 6. Reauests for Software Correction on Licensed Standard Software At any time during the SSMA period, if Customer believes that the Licensed Standard Software does 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. Screen shots of the claimed defect where available shall suffice for the documented example requirement. New World will review the documented notice and when a feature or report does not conform to the published specifications, New World wi\l 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 B2). The no-charge software correction service does not apply to any of the following: a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; b) situations where 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. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 31 of 42 City of San Bernardino, CA 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<B> Corporation (New World) proprietary and/or confidential information. Installed At: City of San Bernardino Customer Name Located At: 710 North "D" Street San Bernardino, CA 92401 Authorized Signature of Customer: Name (Please Print or Type) Title Signature In exchange for the permission 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: 1. No copies in any form will be made of New World proprietary or confidential information without the expressed written consent of New World's President, including without limitation, the following: a) Program Libraries, whether source code or object code; b) Operating Control Language; c) Test or Sample Files; d) Program Listings; e) Record Layouts; f) All written confidential or proprietary information originating from New World including without limitation, documentation, such as user manuals and/or system manuals; and/or g) 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 Software License and Services Agreement with New World. 3. The undersigned agree(s) that this Agreement may be enforced by IDJunction 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 under the Standard Software License and Service Agreement between Customer and New World. 4. Nothing contained within this Exhibit shall circumvent Customer's obligations under the Federal Freedom of Information Act or the California Public Records Act. Agreed and Accepted by Third Party (Organization) Agreed and Accepted by Third Party (Individual) Organization: Individual: By: Title: By: Title: Date: Date: Accepted and Approved by New World Systems Corp. By: Title: Date: Approved as to form: James F. Penman, City Attorney Date: CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 32 of 42 City of San Bernardino, CA EXHIBIT E DEMONSTRATION SITE DISCOUNT As a major component of the Subscription Agreement, New World has provided Customer a significant discount in exchange for the privilege of using Customer's site for demonstration purposes. Accordingly, after the Licensed Standard Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or remote 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. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 33 of 42 City of San Bernardino, CA EXHIBIT F LOGOS DATA FILE CONVERSION ASSISTANCE New World will provide conversion assistance to Customer to help convert the existing data files specified below. If additional files are identified after the contract execution, estimates will be provided to Customer prior to New World beginning work on those newly identified files. 1. General a) This conversion effort includes data coming from one unique data source, not multiple sources. b) No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort. Data cleansing, removal of duplicate records, and editing must take place by Customer prior to providing the data to New World 2. New World Responsibilities a) New World will provide Customer with a conversion design document for signoffprior to beginning development work on the data conversion. No conversion programming by New World will commence until Customer approves this document. b) New World will provide the data conversion programs to convert Customers data from a single data source to the New World Licensed Standard Software for the specified files that contain 500 or more records. c) As provided in the approved project plan for conversions, New World will schedule a conversion analysis trip and a separate data conversion testing trip to Customer's location. The conversion testing trip for each application is a billable support trip, using standard Exhibit B hours, which is scheduled in conjunction with the delivery of the converted data to the Customer. d) New World will provide the Customer up to 3 test sets of the converted data. Additional test sets requested may/will require additional conversion costs. e) New World will provide the standard conversion record layouts to the Customer and convert the available data elements defined in the standard conversion record layouts. 3. Customer Responsibilities a) Customer will provide data in standard conversion record layouts as provided by New World. Submitted data files must include an accurate count of records contained in the files. b) Data will be submitted to New World in one of the following formats: AS/400 files, Microsoft SQL Server database, Microsoft Access database, Microsoft Excel Spreadsheet, or an ASCII- format delimited text file. Data and databases will be transferred using the New World ftp site. c) Customer understands that files or tables containing less than 500 records or table entries will not be converted. d) As provided in the project plan for conversions, Customer will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever New World staff is on site regarding conversions. Roughly a one to one commitment exists for Customer commitment and New World commitment. Customer understands that thorough and timely testing of the converted data by Customer personnel is a key part of a successful data conversion. e) Customer agrees to promptly review conversion deliveries and signoff on both the conversion design document and on the final conversion after the appropriate review. Applying the converted data to the production (Live) environment will constitute conversion acceptance by Customer. t) If the Customer cannot provide data in the format defined in New World's standard conversion record layouts then New World will map the data to New World's standard conversion record layout at the Hourly Rate. The Customer must provide complete file and field definitions for New World to map the data. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 34 of 42 City of San Bernardino, CA Exhibit F / DATA FILE CONVERSION ASSISTANCE 4. Files to be converted Up to 11 files from the following possible sources are included. Financial -Vendor Information -Asset Management (Fixed Assets) -General LedgerlBudget History -Purchase Order History -Accounts Payable History Payroll -Employee Information -Employee Detailed Earnings History -Position Master File Community Development -Permit/Inspection History -Business License Information/Contractors -Code Enforcement Violation CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 35 of 42 City of San Bernardino, CA EXHIBIT G 1 AEGIS CUSTOMER REOUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE 1. Definition of Proiect New World will 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 2(b)(1) procedure below. An analysis and assessment to verify the scope of effort for the project will be conducted. A revised estimate for the modifications/interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel or proceed with the modifications/interfaces based on the revised estimate. Capabilities included in the initial scope: a) Custom Software/Interfaces With New World providing consultation, Customer is responsible for obtaining technical contacts and/or technical specifications from the third parties involved. (1) First-in Fire Station Alerting Interface: New World will provide a one-way interface from CAD to Westnet First-In Station Alerting per the Westnet API documentation. (2) LINX Interface: New World will provide a one way interface to the LINX data warehouse for the arrest, case, and warrant modules. This interface will provide the core information from these modules and the associated information in those modules. The interface will be based on one of the LEXS PD 3.X formats. 2. Methodolol!v to Provide Enhancements and/or Custom Software a) Definition of New World's Responsibilitv This project includes the following activities to be performed by New World. (1) Review of required features with Customer. Only items identified in Paragraph 1 above will be provided in this implementation plan. (2) Preparation of Requirements Document (RD) to include: . Detailed description of the required feature . menu samples . screen samples . report samples (3) Programming and programming test. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 36 of 42 City of San Bernardino, CA Exhibit Gl / CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE (4) On-site training, testing and/or other support services at the Hourly Rate. For modification requiring over fifty (50) hours of work, New World utilizes a design document procedure [see 2(b)(1) 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. b) Implementation Schedule Activity Tameted Time Period (1) Complete Design Review with Customer Staff. Customer agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope (cost and schedule) ofthis project. To be determined (2) New World submits completed RD to Customer. To be determined (3) RD is accepted and signed off by Customer (no programming will be done by New World until the formal sign-off and Customer's authorization to proceed in writing). To be determined (4) New World completes programming from RD and provides modified software to Customer. To be determined (5) Software Modification Acceptance Test based on RD. To be determined c) Customer's Responsibility All Customer-requested changes after RD sign-off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 37 of 42 City of San Bernardino, CA EXHIBIT G2 LOGOS CUSTOMER REQUESTED ST ANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE 1. Definition of Proiect New World will 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 2(b)(1) procedure below. An analysis and assessment to verify the scope of effort for the project will be conducted. A revised estimate for the modifications/interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel or proceed with the modifications/interfaces based on the revised estimate. Capabilities included in the initial scope: a) Custom Software/Interfaces With New World providing consultation, Customer is responsible for obtaining technical contacts and/or technical specifications from the third parties involved. (1) Journal Import - Active: A one-way user initiated batch process to import journal transactions from a third party system to New World's general ledger. (2) Journal Import - Utility: A one-way user initiated batch process to import journal transactions from a third party system to New World's general ledger. (3) Journal Import - Chameleon: A one-way user initiated batch process to import journal transactions from a third party system to New World's general ledger. (4) Laser Fiche Interface - Enables the user to directly access a 3rd party document imaging application to view scanned documents associated to a transaction or master record. Functionality is currently available in the following areas: Accounts Payable Invoices, Payments (Checks), Revenue Collection Receipts, Journals, Purchase Orders, Requisitions and Employees. (5) Logos.NET Inspections to a 3rd Partv IVR Interface: New World will provide an interface that leverages our existing IVR interface which includes the following features: . Create a Requested Inspection . Cancel a Requested Inspection . Get Status of an Inspection New features in addition to existing functionality. . Ability to schedule an inspection for AM or PM . Automatically schedule an inspection to an inspector based on inspection type and property zone . Ability to schedule an inspection for any date in the future (not just the next 2 business days) . Ability to schedule inspections for code violations Note: The interface will leverage our existing IVR interface for inspections and does not include changes to those features. The expectation is that the IVR vendor will adhere to the specifications of the existing interface. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 38 of 42 City of San Bernardino, CA Exhibit G2 / LOGOS CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE 2. Methodolol!:Y to Provide Enhancements and/or Custom Software a) Definition of New World's Responsibility This project includes the following activities to be performed by New World. (1) Review of required features with Customer. Only items identified in Paragraph I above will be provided in this implementation plan. (2) Preparation of Requirements Document (RD) to include: . Detailed description of the required feature . menu samples . screen samples . report samples (3) Programming and programming test. (4) On-site training, testing and/or other support services at the Hourly Rate. For modification requiring over fifty (50) hours of work, New World utilizes a design document procedure [see 2(b)(1) 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. b) Implementation Schedule Activity Tarl!:eted Time Period (1) Complete Design Review with Customer Staff. Customer agrees to be 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. To be determined (2) New World submits completed RD to Customer. To be determined (3) RD is accepted and signed off by Customer (no programming will be done by New World until the formal sign-off and Customer's authorization to proceed in writing). To be determined (4) New World completes programming from RD and provides modified software to Customer. To be determined (5) Software Modification Acceptance Test based on RD. To be determined c) Customer's Responsibility All Customer requested changes after RD sign-off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 39 of 42 City of San Bernardino, CA New World SystenlS' Tbe Pfib!h' Com/Jlmy APPENDIX 1 AEGIS AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES The attached configuration (Exhibit 1) describes the Third Party products and services that New World will obtain for Customer. By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to: City of San Bernardino 710 North "D" Street San Bernardino, CA 92401 The payments for Appendix 1 Services are covered under the Cost Summary and Payment Schedule in Exhibit AA 1. Customer is responsible for the site preparation and related costs to install the Exhibit 1 Third Party products. Customer is responsible for any returned product charges, including re-stocking and shipping fees, for all Third Party products ordered by New World on the Customer's behalf. Travel Expenses incurred by New World are in addition to the Exhibit 1 cost and will be billed weekly as incurred. The Exhibit 1 components and cost may only be changed by mutual agreement of the 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 said Agreements. Customer shall receive the benefit of all warranties, services, etc. provided for in the Agreements. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 40 of 42 City of San Bernardino, CA EXHIBIT 1 AEGIS CONFIGURATION THIRD PARTY PRODUCTS AND SERVICES THIRD PARTY SOFTWARE a. Embedded Third Party Software (includes all Third Party executable components) b. GIS Software CAD _ CAD Workstations using ArcGIS Engine Runtime (33 workstations) Mobile _ Mobile In-Car Mapping and Routing ( 156 units) Geo-File Maintenance Software (ESRI ArcEditor) - per workstation c. Diagramming Software (Scene PD) Enterprise License THIRD PARTY HARDWARE d. Hardware, System Software & Services Lantronix UDS-l1 00 Bar Coding Scanner Kit A VL Hardware (191 units) Digital Camera for Mug Shots CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 41 of 42 City of San Bernardino, CA ESRI Notes 1) Customer will restrict use of the ESRI Software to executable code (used with the Aegis Licensed Standard Software). 2) Customer will prohibit (a) transfer ofthe ESRI Software except for temporary transfer in the event of computer malfunction; (b) assignment, time-sharing, lend or lease, or rental of the ESRI Software or use for commercial network services or interactive cable or remote processing services; and (c) title to the ESRI Software from passing to any other party. 3) Customer will prohibit the reverse engineering, disassembly, or decompilation of the ESRI Software and prohibit duplication of the ESRI Software except for a single archival copy; reasonable Sublicensee backup copies are permitted. 4) Customer will disclaim, to the extent permitted by applicable law, ESRI's liability for any damages, or loss of any kind, whether special, direct, indirect, incidental, or consequential, arising from the use of the ESRI Software. 5) At the termination of their Agreement (Sublicense) with New World, Customer will certify in writing to New World that it has discontinued use and has destroyed or will return to New World all copies of the ESRI Software and documentation. 6) Customer will comply fully with all relevant export laws and regulations of the United States to assure that the ESRI Software, or any direct product thereof, is not exported, directly or indirectly, in violation of United States law. 7) Customer will prohibit the removal or obscuring of any copyright, trademark notice, or restrictive legend. 8) If New World grants a Sublicense to the United States Government, the ESRI Software shall be provided with "Restricted Rights". 9) All Aegis/MSP Customers are required to use ESRI's ArcGIS suite of products to maintain GIS data. All maintenance, training and on-going support of this product will be contracted with and conducted by ESRI. Maintenance for ESRI's ArcGIS suite of products that are used for maintaining Customer's GIS data will be contracted by Customer separately with ESRI. 10) The on-going New World SSMA cost is required for any Aegis software changes related to integration with ESRI software. 11) If a new release ofESRI software is incorporated into the Aegis software, an associated upgrade fee may be required for the new ESRI software, depending on the potential cost from ESRI; and/or on the scope of effort required to integrate the new ESRI release with Aegis software. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 42 of 42 City of San Bernardino, CA Exhibit B PURCHASE AGREEMENT CITY OF SAN BERNARDINO and NEXUS INTEGRATED SYSTEMS, INC. This Purchase Agreement is entered into this 25th day of January, 2011, by and between Nexus Integration Systems ("Nexus") and the City of San Bernardino ("City" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the City to contract for the upgrade of the City's telephone system; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages Nexus to provide those products and services set forth on the Statement of Work, attached herein as Attachment" 1 " and fully incorporated herein, on the terms stated therein. 2. COMPENSATION AND EXPENSES. a. For the products and/or services delineated above, the City, upon presentation of an invoice, shall pay the Nexus up to the amount of$396,060.71 for materials and equipment, installation labor, 9% sales tax and a one-year warranty, as set forth on Schedule "A" to the Statement of Work. b. No other expenditures made by Nexus shall be reimbursed by City. 3. TERM; TERMINATION. This project shall be commenced January 25th and shall be completed within 60 days from award, execution of agreements and progress payment. 4. INDEMNITY. Nexus agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Nexus, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Nexus agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Nexus hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with San BernardinolNexus Agreement January 20, 2011 respect to third party claims against the Nexus relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, Nexus shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1 ,000,000.00 combined single limit, and shall file copies of said policies with the City's Risk Manager prior to undertaking any work under this Agreement. City shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer to give City at least thirty (30) days' notice of any change or termination in the policy. 7. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, Nexus shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because oftheir race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. Nexus warrants that it possesses or shall obtain, and maintain a business registration certificate as required under Chapter 5 of the Municipal Code, and any other license, permits, qualifications, insurance and approval of whatever nature legally required of Nexus to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE City: I. T. Director 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5947 TO Nexus: Mr. Daniel Hopkins or Mr. Thomas Lyon 27202 W. Turnberry Ln. Suite 100 Valencia, CA 91355 Telephone (949) 265-6045 daniel.hopkins@nexusis.com 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, San BemardinolNexus Agreement 2 January 20, 2011 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. Nexus shall not voluntarily or by operation oflaw assign, transfer, sublet or encumber all or any part of the Nexus's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Nexus of Nexus's obligation to perform all other obligations to be performed by Nexus hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Eastern Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its prOVISIOns. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without San Bernardino/Nexus Agreement 3 January 20, 2011 waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. ,2011 NEXUS INTEGRATION SERVICES Dated: By: Its: Dated ,2011 CITY OF SAN BERNARDINO By: Charles McNeely, City Manager Approved as to Form: James F. Penman, City Attorney By: San BemardinofNexus Agreement 4 January 20, 2011 N E l;ne~lI~e ~~te Statement of Work Developing advanced technology solutions for your business PREPARED FOR: . City of San Bernardino NEC SV8500 IP PBX SYSTEM REPLACEMENT & Contact Center -City Hall Site Version1.0 1/19/2011 www.nexusis.comI800-536-2400Iinfo@nexusis.com ATTACHMENT 1 TEAM CONTACT INFORMATION Client Name Functional Responsibility Email Address Phone Larry Martin Senior Network Martin La@sbcitv.orq (909) 384-5947 Administrator June Yotsuya IT Director Yotsuva Ju@sbcitV.orq (909) 384-5947 Nexus Name Functional Responsibility Emall Address Phone Nexus IS Inc. Distribution: Dan Hopkins Account Manager dan.hookinS@nexusis.com (949) 265-6045 Don Shepherd Sales Engineer don.sheoherd@nexusis.com (949) 265-6116 Document Control Author:Don Shepherd, Sales Engineer Nexus IS, Inc. Professional Services Change Authority: Nexus IS Professional Services Revision History The table below shows the revision history of this document. Version No. Issue Date Status Reason for Change 1.0 12/20/2010 Initial Draft 1.1 1/19/2011 DSS Added Call Back feature to Contact Center SOW for Water & Price Change reduction Review History The table below shows the review history of this document. I Re.iewe'" Details I Version No. I Date Nexus IS>> Statement of Work 1 Executive Summary This statement of work (SOW) identifies the services and activities to be performed by Nexus (and/or others as identified herein) relative to the installation and programming of a new NEC SV8500 IP PBX system at the City of San Bernardino - City Hall Site. The new SV8500 will replace the end-of-support NEC 2400 ICS system currently installed and providing service to the City Hall Facility. The UNIVERGE@ SV8500 communication server shows that it is possible to improve on a family of products that completely revolutionized the PBX market, the NEC 2400. UNIVERGE SV8500 ups the ante by adding more applications and features to improve productivity and streamline business processes. SAVINGS realized when migrating to the UNIVERGE SV8500: . License Migration customers will receive an equivalent amount (like for like licenses) when moving from the NEAX 2400 platform to the UNIVERGE SV8500. . Terminal Migration customers, existing Series E, Series i, Dterm@ Cordless and SN716 Desk Console will work on the UNIVERGE SV8500. . Application Migration customers with existing Call Center applications, UC applications, OAI Applications, UA5200 and Wired-for-Wireless products will migrate to the UNIVERGE SV8500. . The NEAX 2400 End of Life has been announced; the UNIVERGE SV8500 is the "go forward" product for future development. With the end of NEAX 2400 and NEAX 2400 NTAC support (as announced in Dear Associate Letter 2000-09-106), this new system will again provide the City Hall site with a new system warranty and NEC NTAC support ongoing. . The IP design with Embedded VolP and SIP server provides support for IP stations and IP trunks, eliminating the requirement for more blades or additional chassis. As a pure IP system, the SV8500 scales seamlessly to thousands of ports. . New line-up of next generation UNIVERGE Terminals provides the freedom to tailor the platform and telephony applications to meet your customers evolving needs. Scalability and customization through modularity, investment protection with Standard 5 Year Terminal Warranty, XML open interface support and Bluetooth Handsets are just some of the benefits. . The UNIVERGE SV8500 is a true Global Product; organizations can take advantage of support for both VolP and traditional voice: deployment of a pure IP solution or any combination of IP and traditional technology. The new SV8500 platform will be an IP-enabled platform that will support VOIP deployments now. The new IVR system will be integrated into the new SV8500 IP platform via standard SIP ports (48). Existing circuit cards will migrate into the new SV8500 platform after a simple chip kit upgrade. Most of the circuit cards from the 2400 IPX will be reused in the new SV8500. The services, activities, and responsibilities described within the following sections herein characterize the full set of deliverables for this project, thus constitutes the working agreement between Nexus and CITY OF SAN BERNARDINO (Client). Every effort has been made to identify the scope of the project based on information made available during the engagement to create the SOW. CITY OF SAN BERNARDINO- Statement of Work Page 4 of 17 Nexus IS)) Statement of Work 1.1 Nexus Profile Nexus, headquartered in Valencia, California has offices throughout California, Arizona, Oregon and Washington. The company employs more than 400 people and serves client organizations of all types and sizes in local, national and international markets. Nexus specializes in delivering innovative convergence solutions that provide businesses with a distinct competitive advantage. We understand the challenges posed by today's rapidly evolving technologies and leverage our extensive engineering team to help our clients meet these challenges. We work hard to understand the unique needs of each of our clients, and develop a personalized technology strategy to help them succeed. 1.2 Customer Profile City of San Bernardino The City of San Bernardino is a community rich in history and cultural diversity. Influences of Native Americans, Mexican settlers, Spanish missionaries and Mormon emigrants can still be seen throughout the City today. From the day in 1810 when Franciscan missionary Father Dumetz named the area San Bernardino to the present, San Bernardino - nestled south of the San Bernardino Mountains and west of the lower desert - has been recognized for its scenic beauty and strategic location. Today, the City of San Bernardino serves as the county seat and is the largest city in the County of San Bernardino with a population of over 205,000. The location of this project is The City of San Bernardino - City Hall facility located at: City of San Bernardino 300 North "0" Street San Bernardino, CA 92418 (909) 384-5211 Hours of ODeration Monday-Thursday 7:30 a.m. - 5:30 p.m. Closed Friday, Mayor's Office & Water Department open until 4:30, 2nd Floor Access CITY OF SAN BERNARDINO- Statement of Work Page 5 of 17 Nexus IS>> Statement of Work 2 Professional Services 2.1 Solution Overview The purpose of the proposed engagement is to assist CITY OF SAN BERNARDINO with the deployment of a new NEC SV8500 communications server and software solution. The system is designed to replace the existing NEC 2400 ICS at the existing City Hall Site and will support a new Contact Center Software solution, Unified Communications for Business (UCB). Existing circuit cards will be upgraded with chip kits and migrated to the new system as possible. Digital station sets will be reused throughout the City Hall facility and new IP sets will be deployed at some locations. 2.2 Scope SV8500 Communications Server At the City Hall Site, the SV8500 will replace an existing (End of Life/End of Support) 2400 ICS system that is no longer supported by the manufacturer, NEC America. Upgrades and patches are no longer available. The new SV8500 will be installed and programmed at the same location as the existing 2400 system. This proposal assumes that the existing Series E or Series I telephone sets will be reused and that those telephone sets are in working order. This proposal assumes that the replacement system will be a like-for-like replacement without significant changes to system programming of individual stations. A new Contact Center solution will be deployed (UCB) and extensive call flow, auto attendant and live attendant console applications will be developed and deployed. Agent tracking, reporting and monitoring will be supported, with agent supervisor capability to monitor and assist. The contact Center will be equipped for up to 80 concurrent agents logged in. Custom Announcements and detailed reporting will be provided. A site license for Agent Callback is included. A new centralized Unified Messaging server will be implemented to replace existing voice mail for up to 1200 users. This system will provide voice mail with Outlook integration for the City staff. All power sources, grounding and wall mounting space will be reused as appropriate. All existing cabling will be reused and no new station cabling is included in this proposal. The new SV8500 will connect to the existing NEC network via the existing CCIS circuits. On-Site System Administrator training for the SV8500 is included. The services, activities, and responsibilities described within the following sections herein characterize the full set of deliverables for this project, thus constitutes the working agreement between Nexus and CITY OF SAN BERNARDINO. Every effort has been made to identify the scope of the project based on information made available during the engagement to create the SOW. CITY OF SAN BERNARDINO- Statement of Work Page 6 of 17 Nexus IS)} Statement of Work 2.3 Project Tasks Project Tasks Task CITY OF SAN Nexus BERNARDINO Kickoff meeting between CITY OF SAN BERNARDINO and X X Nexus Project Planning! Database Design session X X Equipment Delivery - Rack and Stack Equipment X Install SV8500 Server and OS - Program System X Integrate SV8500 to existing LANIWAN X X Install SV8500 Circuit Cards and cross connect X Install UCB servers and develop Contact Center Install Unified Messaging and set up end user mailboxes and auto attendants Install Metropolis Call Accounting software on customer- provided LAN connected workstation Test phones and consoles; Test trunks; Test CCIS X X Validate access to CCIS Network locations; validate X access to voicemail ; validate SMDR capture System Cut Over - place SV8500 into service X System Administrator Training X X Project Documentation Delivered X Project Acceptance Document Signed X X CITY OF SAN BERNARDINO- Statement of Work Page 7 of 17 Nexus IS>> Statement of Work 2.4 Documentation and Deliverables It is important to note that all documentation will be developed during the duration of the project. As a part of this SOW the below documentation will be provided. To customer from Nexus: < Statement of Work < As-Built Documentation < Software CDs and System Technical Documentation CDs To Nexus IS from customer: < < 2.5 Knowledge Transfer It is intended that the customer will designate appropriate personnel who are familiar with the project details and who will continue to maintain the systems after cutover. The knowledge transfer session(s) provide the basic understanding of how your system(s) operate. Knowledge transfer DOES NOT provide expert and/or advanced functionality administration. Client should NOT expect to troubleshoot advanced situations and upgrade their system(s) without assistance from Nexus. Nexus will provide four (4) administrative knowledge transfer session, for up to four (4) hours each, to accommodate up to six (6) attendees. The four sessions will cover PBX System Administration; Contact Center System Administration; Voice Mail System Administration and Call Accounting System Administration. This session will be conducted on the day after completion of go live support. If a lot of supervised (over-the-shoulder) knowledge transfer occurs during implementation, the amount of time spent on administrative knowledge transfer may vary. Signed Statement of Work Signed In-Service Acknowledgement Form 2.6 Cutover and first day in Service This statement of work and associated proposal provides for on-site cut over and first day in service support. 2.7 Project Completion Acceptance Criteria for this project are as follows: < Successful deployment of SV8500 server connected to existing LAN < Successful implementation of the City Hall Telephones and Telco Services < Successful integration to the Unified Messaging Platform < Successful integration to the UCB Contact Center < Successful testing of all trunks < Successful testing of CCIS Features < Successful capture of SMDR records from all systems on Metropolis Call Accounting < Successful backup of the City Hall SV8500 system database CITY OF SAN BERNARDINO- Statement of Work Page 8 of 17 Nexus IS)) Statement of Work ( Clean up and removal of old system components, delivered to a City of San Bernardino's representative ( As-Built Documentation and all system media delivered to City of San Bernardino's representative. In order to refuse acceptance of the services performed, CITY OF SAN BERNARDINO must provide Nexus with full details that show that services do not conform to the SOW. Nexus shall address such non- conformance in a timely manner. Nexus shall compile an action plan to correct any deficiencies and the process for acceptance detailed herein shall be repeated until such time as all deficiencies have been resolved and the services meet the requirements of the SOW. Acceptance may not be withheld due to defects in services that do not represent a material non-conformance with the requirements of the SOW. At the conclusion of the project, CITY OF SAN BERNARDINO will have deployed a solution as described throughout the various applicable contractual documents induding but not limited to this Statement of Work. As acknowledgement that the system has been placed into commercial operation, CITY OF SAN BERNARDINO will sign an "In-service Acknowtedgemenf' form, which may list certain minor items that were not yet able to be deployed. These items (if any) will also have documented due dates for the expected completion date. Other items listed could include as-built documentation and or drawings as applicable based on what was purchased in the agreement. 2.8 Post cutover Support Options The proposal includes 1 year of software support from the manufacturer. Nexus recommends that each Client consider the appropriate level of support for their implementation. The Nexus Support Services (NTAC) organizations are dedicated to providing several options that are designed to assist with your continued success after this consulting engagement has ended. Options for continued support can be discussed with your Account Executive and quoted at any time before, during or after the engagement. CITY OF SAN BERNARDINO- Statement of Work Page 9 of 17 Nexus IS>> Statement of Work 3 Assumptions and Responsibilities The following assumptions were made to create this Statement of Work. Should any of these assumptions prove to be incorrect or incomplete then Nexus will request a change from THE CITY.. Any such modifications shall be managed by the Change Management Procedure described in Section 5. 3.1 General Assumptions < Project duration will be heavily dependent on equipment delivery and client readiness levels. < VPN access will be provided to Nexus resources (via WEBEX) to allow for work to be accomplished remotely when applicable. < The quality of a VolP call depends on many factors, including network traffic, LANIWAN engineering (ie- setting up QoS across network, CODECS being used), and network carrier facilities. Business voice quality can be achieved with proper engineering and carrier SLA's in place (when involving WAN), but is not 100% guaranteed. Nexus understands that THE CITY. is currently waiting on budget approval for planned network upgrades. Current network performance is unknown. < In order for VOIP quality to sustain acceptable levels, please note that Nexus IS recommends customers maintain SLA's with their network service provider for WAN services. Nexus IS cannot be held responsible for voice quality issues if the following network guidelines are not consistently met by the CUSTOMER and the network and/or the network service provider: o Network delay - maximum 180ms one-way between endpoints; o Network Jitter - <20ms between endpoints; o Packet Loss - maximum 1 % between endpoints. o The network service provider should provide documentation of these parameters in order to verify that these guidelines are being met for WAN services. 3.2 Server Assumptions < It is assumed that the SV8500 software will be deployed on all-new server equipment (server provided within this proposed scope). Customer will provide rack space and a UPS for the server along with an Ethernet switch port and two static IP addresses for the NEC SV8500 (this server). < Customer will provide Nexus resources with IP addresses and a Guest Administrative account during the duration of the project as well as VPN access for ongoing System Administration. 3.3 Customer Responsibilities < Client will appoint and make available a single point of contact or project manager designated to work with Nexus for all aspects related to the completion of Services. Client agrees that the SP~C will have authority to act on behalf of Client. < Client will provide access to staff resources (dedicated or part time). < Client shall ensure that adequate access to workspace and resources (Le. Internet, telephone, etc.) is available at each facility where services will be provided by Nexus CITY OF SAN BERNARDINO- Statement of Work Page 10 of 17 Nexus IS>> Statement of Work < Client will be responsible for all Network related configuration including VLANS. Customer will provide Nexus resources with IP addresses and a Guest Administrative account during the duration of the project as well as VPN access for ongoing System Administration. 3.4 Nexus Responsibilities < Nexus will ensure that consultants assigned to this project are certified and knowledgeable in the products and technologies outlined in this SOW. < Nexus will ensure that project issues are brought to the attention of the Client point of contact or project manager in a timely manner to ensure timely resolution with minimal Customer impact to the project timeline. 3.5 Project Management Responsibilities Upon execution of this SOW by both parties and Nexus' receipt of the executed SOW, signed Schedule A and Purchase Agreement from the customer, Nexus will determine the optimal start date and cutover/delivery date based on discussions with the Nexus sales team, project coordination resource, Nexus technical resources, and the customer. All Proiect manaqement will be oerformed remotely. Status meetings/conference calls will typically be driven by the Nexus Project Manager. The Project Manager will organize and coordinate the following tasks including but not limited to: < The procurement, staging and delivery of the equipment purchased < The scheduling of Nexus resources < The coordination of required customer resources and associated tasks < The planning of installation activities utilizing the timeline established after the kick off meeting as the guide < Act as the single point of contact for change control, escalation and acceptance activities for the implementation team efforts defined within this SOW. 3.6 Project Kickoff The purpose of the project kickoff meeting is to transition the project from the design and purchase process to the implementation phase. The agenda of the meeting will include the review of the contract terms, and key project task areas. The key stakeholders need to attend to agree on roles and responsibilities, establish joint planning, and define short-term deliverables for both Nexus and the Customer. This is typically a remote meeting with the added attendance of the Nexus Advance Solutions Executive, Sales Engineer and Deployment Engineer(s) either live or remotely, as well as the customers' key stakeholders. At a minimum, the agenda will also include the following planning activities: < Validate the Bill of Materials as itemized on the agreement < Review various other specifics of this Statement of Work < Develop & verify the contact and escalation list CITY OF SAN BERNARDINO- Statement of Work Page 11 of 17 Nexus IS>> Statement of Work < Communication plan that defines the understanding as to how Nexus and the customer agree to communicate on all project related information ranging from non-critical information to critical information. < Change Management Plan. This is how Nexus and the customer will manage changes during the project lifecycle. It is common for changes to occur during a project for a multitude of reasons and it is vital that a plan is in place to document and execute changes on a written change order as they arise. If changes occur that have an impact on the initial timeline, the Project Manager will make changes to reflect any associated milestone impacts that may arise as the direct result of the change(s). < Site test, acceptance process and criteria based on the scope of the project CITY OF SAN BERNARDINO- Statement of Work Page 12 of 17 Nexus IS>> Statement of Work 4 Project Team & Estimated Duration This section is an overview of the proposed project team, from a Nexus IS and client perspective, which is deemed necessary to complete the project. < Nexus Project Manager < Nexus Systems Engineer < Nexus Systems Support Team (engaged as needed) < CITY OF SAN BERNARDINO technical lead 4.1 Proposed Schedule The proposed start date provided in this statement of work is an estimate. The Project start date can be confirmed only after a signed copy of this agreement, along with a copy of a purchase order, are submitted to Nexus. Unless otherwise agreed upon by both parties, Nexus Professional Services generally require two (2) weeks' lead time to start a project. Once confirmed, changes to the scheduling of a project phase will be subject to terms outlined in the 'Cancellation Policy' section. The consulting services included in this project are based on a continuous work effort with no interruptions in team resource allocation. A "day" is defined as eight (8) hours of work conducted between 8am and 5pm in the local time zone. The work schedule may be adjusted by mutual agreement to accommodate Client work hours or special circumstances. Nexus will present a Project Schedule as a first deliverable once the SOW and Purchase agreements have been signed. CITY OF SAN BERNARDINO- Statement of Work Page 13 of 17 Nexus IS>> Statement of Work 5 Change Control It may become necessary to amend this SOW for reasons including, but not limited to, the following: < CITY OF SAN BERNARDINO changes to the SOW and/or specifications for the services. < CITY OF SAN BERNARDINO changes to the project plan. < Unavailability of resources that are beyond either party's control. < Environmental or architectural conditions not previously identified. In the event either party desires to change this SOW, the following procedures shall apply: < The party requesting the change will deliver a Change Order Form to the other party. The Change Order Form will describe the nature of the change, the reason for the change, and the effect the change will have on the Statement of work, which may include changes to the deliverables and/or the schedule. < A Change Order Form may be initiated either by the Customer or by Nexus for any changes to the SOW. The Project Coordinator of the requesting party will review the proposed change with his/her counterpart. The parties will evaluate the Change Order Form and negotiate in good faith the changes to the services and the additional charges, if any, required to implement the change order. If both parties agree to implement the change order, the appropriate authorized representatives of the parties will sign the change order, indicating the acceptance of the changes by the parties. Upon execution of the Change Order Form, the Change Order Form will be incorporated into the SOW. < Nexus is under no obligation to proceed with the Change Order Form until such time as the Change Order Form has been agreed upon by both parties. < Payment terms for all change orders are due within net 30 days of receipt of invoice. CITY OF SAN BERNARDINO- Statement of Work Page 14 of 17 Nexus IS)) Statement of Work 6 Pricing Client is responsible for issuing a purchase order for both the project cost as well as estimated expenses (listed below) no later than thirty (30) business days prior to the start of the engagement. Equipment Total Sales Tax 8.75% Warranty (1 year) Shipping and Handling Labor/Services Total Total Investment 229,850.20 20,686.52 11,492.51 4,598.00 129,433.49 $396,060.72 CITY OF SAN BERNARDINO- Statement of Work Page 15 of 17 Nexus IS>> Statement of Work 7 Payment Terms and Conditions PAYMENT TERMS: Customer Initia!s 500/0 Due at signing 400/0 Due upon the receipt of Majority (+900/0) of materials 100/0 Due on Substantial Completion Project Completion Upon Nexus' completion of the professional services, Nexus shall notify City of San Bernardino of completion of a specific milestone or service performed by providing an In-Service Acknowledgement Form. City of San Bernardino has five (5) working days from the receipt of the In-Service Acknowledgement Form to schedule appropriate personnel to review the particular milestone or services performed and sign the In-Service ACknOWledgement Form. Signing of the In-Service Acknowledgement Form, or City of San Bernardino's failure to respond to the form within the designated five (5) day period, signifies City of San Bernardino's acceptance of the milestone and that services have been performed as described in the In-Service Acknowledgement Form and in accordance with the SoW. In order to refuse acceptance of the services performed, City of San Bernardino must provide Nexus with full details that show that services do not conform to the SoW. Nexus shall address such non- conformance in a timely manner. Nexus shall compile an action plan to correct any deficiencies and the process for acceptance detailed herein shall be repeated until such time as all deficiencies have been resolved and the services meet the requirements of the SoW. Acceptance may not be withheld due to defects in services that do not represent a material non-conformance with the requirements of the SoW. At the conclusion of this project, City of San Bernardino will have deployed a solution as described throughout the various applicable contractual documents including but not limited to this Scope of Work. As acknowledgement that the system has been placed into commercial operation, City of San Bernardino will sign an "In-service Acknowledgement" form, which may list certain minor items that were not yet able to be deployed. These items (if any) will also have documented due dates for the expected completion date. Other items listed could include as-built documentation and or drawings as applicable based on what was purchased in the agreement. Nexus IS Inc. warrants that the services shall be provided by competent personnel in accordance with applicable professional standards CITY OF SAN BERNARDINO- Statement of Work Page 16 of17 Nexus IS)) Statement of Work Statement of Work Sign off City of San Bernardino Agreement of Terms Nexus Agreement of Terms I do hereby agree to the solution as set forth I do hereby agree to the solution as set forth within this Statement of Work. within this Statement of Work. Name: Name: Title: Title: Signature: Signature: Date: Date: APPROVED AS TO FORM: James F. Penman, City Attorney By: CITY OF SAN BERNARDINO- Statement of Work Page 17 of 17 N E l;c!J ~?) System Line Item List for City of San Bernardino SCHEDULE A - ORDER SUMMARY - SV8500 System MDxx to SV8500 Migration reusing existing Digital interface cards. Chipkit upgrade for Digital cards included. LINE # PART # DESCRIPTION I 5 V 5 Y TE 1,477. I, 77. 2 8510000 I SV8500 DVD 16.07 16.07 3 8510005 I 85-106 S3 MAIN SYSTEM 1,445.85 1,445.85 4 8510100 I SV8500 GENERIC SOFTWARE L1CENS 68.76 68.76 5 8510401 I SV8500 CCISIFCCS NETWORK OPTIO 2,054.71 2,054.71 6 8510800 65 SV8500 IP ENDPOINT LICENSE 1,545.45 23.78 7 8510999 8 SV8500 384 PORT CAPACITY OPTIO 11,566.80 1,445.85 8 8520001 2 SCF-CPOO-A 10,233.41 5,116.70 9 8520004 2 SNI753 PWRMAC 1,461.92 730.96 10 8520005 1 SCG-PCOO-A 908.48 908.48 II 8520006 I SCG-MOO-A 375.92 375.92 12 8520009 2 SCG-GTOI-A 1,127.76 563.88 13 8520010 I SCG-IOOO-A 824.94 824.94 14 8520011 7 UNIVERGE SV8500 PIR 9,794.83 1,399.26 15 8520012 1 UNIVERGE SV8500 TSWR 4,072.48 4,072.48 16 8520014 2 UNIVERGE SV8500 F ANU(V) 1,545.45 772.73 17 8520016 3 SNI749 BASEUD-A 1,472.36 490.79 18 8520022 I SV8500 L-SPARE FUSE A 137.20 137.20 19 8520023 2 UNIV +80 V MESSAGE POWER UNIT- 1,024.95 512.47 20 8520025 2 CF-2G-A PROGRAMMED 438.57 219.29 21 8520027 1 SCG-M02-A 465.89 465.89 22 8522001 4 SPH-SWI2 TSW-UA 7,306.36 1,826.59 23 8522002 14 PH-PC36 5,244.90 374.64 24 8522004 7 PA-PW55-C 2,402.04 343.15 25 8522005 7 PA-PW54-C 3,200.47 457.21 26 8522006 2 PH-PWI4 387.49 193.74 27 8522007 2 SPH-GT09 1,096.28 548.14 28 8522008 2 SPA-8RSTAD-A 1,664.33 832.17 29 8522012 1 SPA-4DATBA-B 451.43 451.43 30 8522023 2 PH-CK20 PLO 1,187.52 593.76 31 8522028 2 SPH-PC20B-A 806.46 403.23 32 8524003 2 SPA-16COTBEB-A 3,378.79 1,689.40 33 8524005 1 SPA-DTIC-A 1,278.45 1,278.45 34 8524008 2 SPA-PRTC-B 5,022.56 2,511.28 35 8524011 1 SPA-32IPPADB 2,465.66 2,465.66 36 8525008 I SN716 DESK CONSOLE PACKAGE 947.19 947.19 37 8528005 1 DI5F EXALM CA-A 91.89 91.89 38 8528006 5 D15 ST CA-A 349.82 69.96 39 8528010 14 MT24-D25 CA-A 950.24 67.87 40 8528011 14 D37-025 CA-A 2,251.35 160.81 41 8528012 2 037 EXCLK CA-A 313.27 156.63 42 8528013 2 037-SC50 CA-B 329.98 164.99 43 8528014 2 DI5 ST-F CA-C 288.21 144.10 44 8528015 7 3P PWR CA-A 146.19 20.88 45 8528016 7 3P PWR CA-B 146.19 20.88 46 8528017 I SV 4PORT CA-A 250.61 250.61 47 8528019 3 SV8500 GC POWER CABLE KIT - DC 120.49 40.16 48 8528020 I 015 ST CA(S)-A 73.10 73.10 49 8528400 I 2400 RS-232C CA-I 40.81 40.81 50 8530201 2 SPA-16ELCN-C 4,488.56 2,244.28 51 8535100 5 CHIP KIT SP-3125 (l6ELCH PROG- 963.90 192.78 52 8535103 1 CHIP KIT SP-3935 (16ELCJB PROG 240.98 240.98 53 8535250 I CHIP KIT SP-301O (24DTR PROG-A 38.56 38.56 54 8535285 5 CHIP KIT SW-200 (24CCT PROG-A) 192.78 38.56 55 8540091 I SV8500 REPLACING MMG SYSTEM 0.00 0.00 56 8540100 1 SV8500 LICENSE TRANSFER 1,606.50 1,606.50 57 APPLICATION SERVER ITEMS 58 542216 2 EXPRESS5800 2UIWIN OS/SIL VER 7,966.01 3,983.00 59 APPS 1 ITEMS 60 225316 I UCB 5.0 CORE SW (USB) 54.40 54.40 61 225200 1200 UC4B PER USER LICENSE 15,541.58 12.95 62 22520 I I CT CONTROL-5 USER BASE 3,899.21 3,899.21 63 225202 15 CT CONTROL-5 USER AO 16,363.99 1,090.93 64 225204 I AGENT DESKTOP-5 USER BASE 2,746.54 2,746.54 65 225205 15 AGENT DESKTOP-5 USER AO 16,363.99 1,090.93 66 225207 I CUSTOM ANNOUNCE-4 PORT BASE 5,070.01 5,070.01 67 225208 3 CUSTOM ANNOUNCE-4 PORT AO 5,082.10 1,694.03 68 225210 I CALLBACK-PER SITE LICENSE 7,033.86 7,033.86 69 225236 I NEC SOFT PORTS ENABLED(FIRST 4 482.22 482.22 70 225237 9 NEC SFT PTS ENABLED(PER AO 4 P 5,777.58 641.95 71 225239 I DASHBOARD-5 USER BASE 962.28 962.28 72 225248 I CONSOLE-I USER BASE 1,813.18 1,813.18 73 TERMINAL ITEMS 74 680010 26 DTL-8LD-I (BK) TEL 4,076.28 156.78 75 780135 1 AC-2R 11.23 11.23 76 220500301 I MNT UCB/QM I-YEAR CONTRACT 0.00 0.00 77 390000301 I MNT SINGLE YEAR CONTRACT 0.00 0.00 78 ASSOCIA TE MAINTENANCE ITEMS lof2 Copy ofMQ356516-1-2 City of San Bernardino SV8500 migration reusing existing l\lisilallBuliB:~<EIlJJ'IidliI1Iiilll1hlii11ion 1/19/2011 N El;,'~n~')) System Line Item List for City of San Bernardino SCHEDULE A - ORDER SUMMARY - SV8500 System MDxx to SV8500 Migration reusing existing Digital interface cards. Chipkit upgrade for Digital cards included. LINE # PART # QTY DESCRIPTION 79 220500081 809 MNT UCB/QM SW PREMIUM APSI 80 8510999081 96 MNT SV8500 SW PREMIUM APS 81 Miscellaneous Installation Hardware 82 IlEX-25PX50I 80DE( 86 25PX50-180 Amphenol Cables 83 AMP-558842-1 I AMP 100-Pair II0Connect Wiring Block 84 AMP-558402-1 450 AMP 110Connect 5-Pair Terminating Block 85 AMP-558843-1 7 AMP 300-Pair II0Connect Wiring Block 86 Metropolis Call Accountln!! Hardware & Software 87 OfficeWatch Enterprise Software (Needed for Mulit Site) 88 OWE2000 OfficeWatch Enterprise Software Up to 2000 Extensions 89 Chatsworth Equipment Racks 90 55053-503 Chatsworth 19" X 7' Standard Floor Equipment Rack 91 999999 Miscellaneous Material Per Rack 92 Miscellaneous Equipment 93 NEC-200208 32 SPA-16LCBJ-B 94 Cndm 95 9999999 NEC Software Discount 96 $ffotal Unit Pre Order 11,649.60 14.40 6,220.80 64.80 3,508.80 14.40 291.60 200.76 40.80 14.40 0.65 28.68 11,021.25 11,021.25 111.61 60.00 111.61 60.00 16,896.00 528.00 -15,152.19 0.00 Equipment Total Sales Tax 9% Warranty Shipping and Handling Labor/Services Total Total Investment 229,850.20 20,686.52 11 ,492.51 4,598.00 129.433.49 396,060.71 This price includes material, Installation labor, 9% sales tax, and a one year warranty. This quote is valid until Sunday, March 20, 2011 Authorized Customer Signature Payment Term I 50% / $198030.36 Payment Term2 40% / $158424.28 Payment Term3 10% / $39606.07 Payment Term4 0% / $0 Authorized Nexus IS Entity Signature The Customer's signature acknowledges that the Customer has read and accepted the terms and conditions of the above referenced contract, the customer authorizes Nexus IS to obtain credit information prior to accepting this order. Copy ofMQ356516-1-2 City of San Bernardino SV8500 migration reusing existing liI_ll&jrliB:~~ 1iilllIbtii\0n 20f2 1119/2011 Exhibit C 1 2 NEW TELEPHONE EQUIPMENT PURCHASE MEMORANDUM OF UNDERSTANDING 3 THIS MEMORANDUM OF UNDERSTANDING (MOU) is made and entered into this 24th day of 4 January, 2011, by and between the City of San Bernardino, a charter city (City) and San Bernardino Board of 5 Water Commissioners, by and through the City of San Bernardino Municipal Water Department. (Department), 6 sometimes jointly referred to herein as the "Parties". 7 Recitations: 8 WHEREAS, the City and the Department are discrete entities pursuant to the Charter of the City of San 9 Bernardino; and 10 WHEREAS, both Parties agree that the existing telephone system cannot offer the type of technology 11 necessary to effectively support the requirements of existing customers of the Department or the citizens of the 12 City; and, 13 WHEREAS, both Parties agree that a complete replacement of the telephone system at this time would 14 be very costly and would require installation of new cable; and 15 WHEREAS, both Parties seek to address the most immediate needs of the either Party and to address 16 the life span of the existing telephone system hardware; and 1 7 WHEREAS, it is acknowledged that a phased upgrade to the existing telephone system resulting in an 18 immediate improvement of the core telephone switch hardware and software in City Hall is more cost effective 1 9 in the near term; and 2 0 WHEREAS, this minimum upgrade would position the Parties to allow for the reuse of most of the 21 existing telephone hardware until such time a system overall can be implemented; and 22 WHEREAS, The Department has agreed to fully purchase the proposed telephone switch upgrade at a 23 total approximate cost of $400,000 and the City has agreed to pay the Department its share of ownership in the 24 upgrade $220,000 (55%); and 25 NOW THEREFORE, it is hereby agreed by the Parties as follows: 26 1. ACQUISITION. The Department shall fully purchase the proposed telephone switch upgrade at a total 27 cost of $400,000 from the Nexus Corporation before March 30, 2011. 28 2. TERMS: The City shall pay the Department $44,000 on or before January 30,2012 and hereinafter annually for a term of five years totaling $220,000 at the conclusion of the five year payment plan in January Page 1 of 2 1 2017. Both Parties' respective share of ownership shall be established upon the immediate purchase of the 2 telephone upgrade by the Department. 3 3. FEATURES: The initial features include a schedule of work as attached in Exhibit A. The Department 4 shall pay for any additional functional features of the telephone system that they deem to use for their specific 5 needs. The purchase of additional telephone functions to the system upgrade does not change the percentage of 6 ownership of either party. 7 4. MAINTENANCE: Any maintenance costs that not covered by existing maintenance agreements shall be 8 paid for by both Parties based on their respective share of ownership. 9 5. LIABILITY: The City shall bear all costs and shall indemnify and hold harmless the Board and its agents 10 of any claim, action or liability arising from the creation of this document or performance of the requirements 11 hereof by the Parties. 12 This MOU is executed by and between the City and the Department for the provision of services defined 13 above. 14 15 16 17 18 CITY OF SAN BERNARDINO BOARD OF WATER COMMISSIONERS Date: Toni Callicott, President 19 20 21 Date: Robin L. Ohama, Deputy City Clerk & Ex-Officio Secretary CITY OF SAN BERNARDINO 22 Date: 23 Charles E. McNeely, City Manager 24 Approved as to Form: ATTEST: 25 26 James F. Penman, City Attorney Rachel Clark, City Clerk 27 28 Page 2 of 2 N E l;,,~o~r~~ System Line Item List for City of San Bernardino SCHEDULE A - ORDER SUMMAR Y - SV8500 System MDxx to SV8500 Migration reusing existing Digital interface cards. Chipkit upgrade for Digital cards included. LINE # PART # DESCRIPTION I 5 V 5 TE ,77. I, 7. 2 8510000 I SV8500 DVD 16.07 16.07 3 8510005 I 85-106 S3 MAIN SYSTEM 1,445.85 1,445.85 4 8510100 I SV8500 GENERIC SOFTWARE LICENS 68.76 68.76 5 8510401 I SV8500 CCIS/FCCS NETWORK OPTIO 2,054.71 2,054.71 6 8510800 65 SV8500 IP ENDPOINT LICENSE 1,545.45 23.78 7 8510999 8 SV8500 384 PORT CAPACITY OPTIO 11,566.80 1,445.85 8 8520001 2 SCF-CPOO-A 10,233.41 5,116.70 9 8520004 2 SNI753 PWRMAC 1,461.92 730.96 10 8520005 I SCG-PCOO-A 908.48 908.48 II 8520006 I SCG-MOO-A 375.92 375.92 12 8520009 2 SCG-GTOI-A 1,127.76 563.88 13 8520010 I SCG-IOOO-A 824.94 824.94 14 85200 II 7 UNIVERGE SV8500 PIR 9,794.83 1,399.26 15 8520012 I UNIVERGE SV8500 TSWR 4,072.48 4,072.48 16 8520014 2 UNIVERGE SV8500 F ANU(V) 1,545.45 772.73 17 8520016 3 SNI749 BASEUD-A 1,472.36 490.79 18 8520022 I SV8500 I.-SPARE FUSE A 137.20 137.20 19 8520023 2 UNIV +80 V MESSAGE POWER UNIT- 1,024.95 512.47 20 8520025 2 CF-2G-A PROGRAMMED 438.57 219.29 21 8520027 I SCG-M02-A 465.89 465.89 22 8522001 4 SPH-SWI2 TSW-UA 7,306.36 1,826.59 23 8522002 14 PH-PC36 5,244.90 374.64 24 8522004 7 PA-PW55-C 2,402.04 343.15 25 8522005 7 PA-PW54-C 3,200.47 457.21 26 8522006 2 PH-PWI4 387.49 193.74 27 8522007 2 SPH-GT09 1,096.28 548.14 28 8522008 2 SPA-8RSTAD-A 1,664.33 832.17 29 8522012 I SPA-4DATBA-B 451.43 451.43 30 8522023 2 PH-CK20 PLO 1,187.52 593.76 31 8522028 2 SPH-PC20B-A 806.46 403.23 32 8524003 2 SPA-16COTBEB-A 3,378.79 1,689.40 33 8524005 I SPA-DTIC-A 1,278.45 1,278.45 34 8524008 2 SPA-PRTC-B 5,022.56 2,511.28 35 85240 II I SPA-32IPPADB 2,465.66 2,465.66 36 8525008 I SN716 DESK CONSOLE PACKAGE 947.19 947.19 37 8528005 I 0I5F EXALM CA-A 91.89 91.89 38 8528006 5 015 ST CA-A 349.82 69.96 39 8528010 14 MT24-D25 CA-A 950.24 67.87 40 8528011 14 037-025 CA-A 2,251.35 160.81 41 8528012 2 D37 EXCLK CA-A 313.27 156.63 42 8528013 2 037-SC50 CA-B 329.98 164.99 43 8528014 2 015 ST-F CA-C 288.21 144.10 44 8528015 7 3P PWR CA-A 146.19 20.88 45 8528016 7 3P PWR CA-B 146.19 20.88 46 8528017 I SV 4PORT CA-A 250.61 250.61 47 8528019 3 SV8500 GC POWER CABLE KIT - DC 120.49 40.16 48 8528020 I 015 ST CA(S)-A 73.10 73.10 49 8528400 I 2400 RS-232C CA-I 40.81 40.81 50 8530201 2 SPA-16ELCN-C 4,488.56 2,244.28 51 8535100 5 CHIP KIT SP-3125 (l6ELCH PROG- 963.90 192.78 52 8535103 1 CHIP KIT SP-3935 (16ELCJB PROG 240.98 240.98 53 8535250 I CHIP KIT SP-301O (24DTR PROG-A 38.56 38.56 54 8535285 5 CHIP KIT SW-2OO (24CCT PROG-A) 192.78 38.56 55 8540091 I SV8500 REPLACING MMG SYSTEM 0.00 0.00 56 8540100 I SV8500 LICENSE TRANSFER 1,606.50 1,606.50 57 APPLICATION SERVER ITEMS 58 542216 2 EXPRESS5800 2U/WIN OS/SILVER 7,966.01 3,983.00 59 APPS I ITEMS 60 225316 I UCB 5.0 CORE SW (USB) 54.40 54.40 61 225200 1200 UC4B PER USER LICENSE 15,541.58 12.95 62 225201 1 CT CONTROL-5 USER BASE 3,899.21 3,899.21 63 225202 15 CT CONTROL-5 USER AO 16,363.99 1,090.93 64 225204 I AGENT DESKTOP-5 USER BASE 2,746.54 2,746.54 65 225205 15 AGENT DESKTOP-5 USER AO 16,363.99 1,090.93 66 225207 I CUSTOM ANNOUNCE-4 PORT BASE 5,070.01 5,070.0 I 67 225208 3 CUSTOM ANNOUNCE-4 PORT AO 5,082.10 1,694.03 68 225210 I CALLBACK-PER SITE LICENSE 7,033.86 7,033.86 69 225236 I NEC SOFT PORTS ENABLED(FIRST 4 482.22 482.22 70 225237 9 NEC SFT PTS ENABLED(PER AO 4 P 5,777.58 641.95 71 225239 I DASHBOARD-5 USER BASE 962.28 962.28 72 225248 1 CONSOLE-I USER BASE 1,813.18 1,813.18 73 TERMINAL ITEMS 74 680010 26 DTL-8LD-1 (BK) TEL 4,076.28 156.78 75 780135 I AC-2R 11.23 11.23 76 220500301 I MNTUCB/QM I-YEAR CONTRACT 0.00 0.00 77 390000301 I MNT SINGLE YEAR CONTRACT 0.00 0.00 78 ASSOCIATE MAINTENANCE ITEMS of2 Copy ofMQ356516-1-2 City of San Bernardino SV8500 migration reusing existing lilipaI1BlldlK:~<PI!Jj>Iidi!j llilIl8tliiIion '11 Exhibit Ai. N E';,~!~,>) System Line Item List for City of San Bernardino SCHEDULE A - ORDER SUMMARY -SV8500System MDxx to SV8500 Migration reusing existing Digital interface cards. Chipkit upgrade for Digital cards included. LINE # PART # QTY DESCRIPTION 79 220500081 809 MNT UCB/QM SW PREMIUM APSI 80 8510999081 96 MNT SV8500 SW PREMIUM APS 81 Miscellaneous Installation Hardware 82 \/EX-25PX50180DEC 86 25PX50-180 Amphenol Cables 83 AMP-558842-1 I AMP 100-Pair 1I0Connect Wiring Block 84 AMP-558402-1 450 AMP llOConnect 5-Pair Terminating Block 85 AMP-558843-1 7 AMP 300-Pair II OConnect Wiring Block 86 Metrooolis Call Accountin!! Hardware & Software 87 OfficeWatch Enterorise Software (Needed for Mulit Site) 88 OWE2000 OfficeWatch Enterprise Software Up to 2000 Extensions 89 Chatsworth Equioment Racks 90 55053-503 Chatsworth 19" X 7' Standard Floor Equipment Rack 91 999999 Miscellaneous Material Per Rack 92 Miscellaneous Equloment 93 NEC-200208 32 SPA-16LCBJ-B 94 Credm 95 9999999 NEC Software Discount 96 $/Total Unit Pre Order 11,649.60 14.40 6,220.80 64.80 3,508.80 14.40 291.60 200.76 40.80 14.40 0.65 28.68 11,021.25 11,021.25 111.61 60.00 111.61 60.00 16,896.00 528.00 -15,152.19 0.00 Equipment Total Sales Tax 9% Warranty Shipping and Handling Labor/Services Total Total Investment 229,850.20 20,686.52 11,492.51 4,598.00 129,433.49 396,060.71 This price includes material, installation labor, 9% sales tax, and a one year warranty. This quote is valid until Sunday, March 20, 2011 Authorized Customer Signature Payment Term I 50% / $198030.36 Payment Term2 40% / $158424.28 Payment Term3 10% / $39606.07 Payment Term4 0% / $0 Authorized Nexus IS Entity Signature The Customer's signature acknowledges that the Customer has read and accepted the terms and conditions of the above referenced contract, the customer authorizes Nexus IS to obtain credit information prior to accepting this order. Copy of MQ356516-1-2 City of San Bernardino SV8500 migration reusing existing ll1i3ilall!llrliK:~<Eft>JlIittiIj llilll8rilItion 20f2 1/19/2011 ! 2011-18 a f!~!:L\'f!:,~:.~,,~~::;'tems STANDARD SOFTWARE LICENSE SUBSCRIPTION AND SERVICES AGREEMENT January 12, 2011 This Standard Software License Subscription and Services Agreement which includes the attached Exhibits ("this Agreement") is between New World Systems@ Corporation ("New World"), a Michigan Corporation and City of San Bernardino, California ("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 AAI................... AEGIS TOTAL COST SUMMARY AND PAYMENT SCHEDULE Exhibit AA2................... LOGOS TOTAL COST SUMMARY AND PAYMENT SCHEDULE Exhibit AI..................... AEGIS LICENSED STANDARD SOFTWARE AND FEES Exhibit A2 ..................... LOGOS LICENSED STANDARD SOFTWARE AND FEES Exhibit BI...................... AEGIS IMPLEMENTATION AND TRAINING SUPPORT SERVICES Exhibit B2...................... LOGOS IMPLEMENTATION AND TRAINING SUPPORT SERVICES Exhibit CI..................... AEGIS STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit C2 ..................... LOGOS STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D ....................... NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES Exhibit E........................ DEMONSTRATION SITE DISCOUNT Exhibit F ........................ LOGOS DATA FILE CONVERSION ASSISTANCE Exhibit GI..................... AEGIS CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE Exhibit G2 ..................... LOGOS CUSTOMER REQUESTED ST ANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE Appendix 1 .................... AEGIS AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS 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. If the individual is not so authorized then (s)he assumes personal liability for compliance under this Agreement. ACKNOWLEDGED AND AGREED TO BY: Date: 0/-27-/ / By: By: By: Title ~--- -/1 '/2"1/1:~ . ;;' L-/J l/1.I"\......,. James F. Penman, City Attorney Date: The "Effective Date" of this Agreement is the latter of the two dates in the above signature block. Corporate: 888 West Big Beaver Road. Suite 600. Troy. Michigan 48084-4749.248-269-1000. www.newworldsystems.com Aweement 011211 AeJ{is and LOJ{os FlNAL.docx 2011-18 I. DEFINITIONS The following terms as defined below are used throughout this Agreement: 1. "Authorized Copies": Except as provided in Section II, subparagraph 1.3, the only authorized copies of the Licensed Software 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 II, subparagraph 1.2. 2. "An Authorized UserlWorkstation": Subject to the number of users specified in Exhibits Al and A2, any PC workstation that is connected to access the Licensed Software resident on Computer and that may be logged on to access the programs, interfaces, data, or files created and/or maintained by the Licensed Software. 3. "Computer": The MSP and .NET Server(s) to be located at: City of San Bernardino 710 North "D" Street San Bernardino, CA 92401 Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten (10) days of the Effective Date, 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. 4. "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 party from a third party without obligation of confidence. 5. "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 the Effective Date, Customer shall notify New World of the name of the Customer Liaison. 6. "Delivery of Licensed Standard Software": Licensed Standard Software will be delivered in a machine readable form to Customer via an agreed upon network connection, or on appropriate media if requested, as soon as the software is available after the Effective Date. 7. "Development Software": Standard application software currently under development by New World which, if applicable, will be completed and delivered to Customer as Licensed Standard Software when available. 8. "Hourly Rate": As described in this Agreement, New World shall provide services to Customer at the rate of $1701l10ur. The hourly rate is protected for 12 months after the Effective Date, at which time the hourly rate shall be the then-current New World hourly rate. 9. "Installation of Licensed Standard Software": Installation of the Licensed Standard Software shall be deemed to occur, for all billings or other events described herein, upon the earlier of: (a) the transfer or loading of the Licensed Standard Software onto a Customer server or computer, or (b) thirty (30) days after delivery of the Licensed Standard Software. 10. "Licensed Custom Software": Any software (programs or portions of programs) developed by New World specifically for Customer's own use. II. "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). 12. "Licensed Products": The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing. 13. "Licensed Software": The Licensed Standard Software, Development Software, Upgrades, and Licensed Custom Software provided under this Agreement. 14. "Licensed Standard Software": The current version of New World standard and development application software package(s) (in machine readable code) listed in Exhibits Al and A2. 15. "SSMA": The New World Standard Software Maintenance Agreement as set forth in Exhibits CI and C2. 16. "Subscription Period": The period of time between the Effective Date and the expiration date of Customer's subscription as described in Exhibits AAI and AA2. 17. "Travel Expenses": All actual and reasonable travel expenses incurred by New World for trips relating to this project, including airfare, rental car, lodging, mileage, and daily per diem expenses. 18. "Travel Time": Actual New World employee travel time billed at the Hourly Rate up to, but not exceeding, four (4) hours per each trip relating to this project. 19. "Upgrades": Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibits C I and C2 of this Agreement and released after the execution of this Agreement. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 2 of 42 City of San Bernardino, CA 2011-18 II. GENERAL TERMS AND CONDITIONS 1.0 SINGLE USE LICENSE 1.1 New World grants Customer a nontransferable, nonexclusive, and non-assignable license to use the Licensed Software during the Subscription Period on the Computer and only for its internal processing needs. During the Subscription Period, 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 and only on an authorized workstation. 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. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) 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 as defined above so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole 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; (iii) Test data, sample files, or file layouts; (iv) Program listings; and (v) Licensed Documentation. 1.3 Upon written request by Customer, and with written perrmSSlOn 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, 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 nonexclusive, nontransferable, non-assignable license to use the Licensed Products during the Subscription Period 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 New World provides software correction service and maintenance for the Licensed Standard Software during the term of Customer's SSMA. See Exhibits Cl and C2 for a description of the SSMA start date and term, the services available and the applicable fees and procedures. 4.0 WARRANTIES 4.1 New World warrants, for Customer's benefit only, that during the Subscription Period, the Licensed Standard Software will perform as specified in its user manuals based on the then-current release of the Licensed Standard Software. 4.2 New World warrants, for Customer's benefit only, that during the Subscription Period, it possesses the necessary intellectual rights to license to Customer the Licensed Standard 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 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 3 of 42 City of San Bernardino, CA 2011-18 Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, AND ITS SUBSECTIONS, NEW WORLD EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INSTALLATION AND TRAINING SUPPORT SERVICES 5.1 As provided for in Exhibits B1 or B2 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 Exhibits Bland B2 for a description of the services provided and the applicable fees and procedures. 6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES The successful implementation 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, related components 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 management 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 an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall: (i) provide timely answers to New World's requests for information; (ii) coordinate a mutually agreeable implementation and 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 backup 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 WORKSTATION CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made 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 that the services are subject to additional charge(s). 7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software, Customer agrees to pay the additional License fees at the then current software prices in effect. No cancellation of Exhibits Al or A2 software modules and related fees will be allowed during the service period. SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next annual billing date after the additional workstations and/or Licensed Standard software is CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 4 of 42 City of San Bernardino, CA 2011-18 added, or as specified in the future contract. With said payments, the license provided in Section II, Paragraph 1.0 pennits Customer's use of the Licensed Software for the specified workstations. 7.3 Customer shall notify New World if additional authorized workstations need to be added to access the Licensed Software and will pay the additional authorized workstation fees promptly when invoiced. 7.4 Any taxes or fees 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. 8.0 NON-RECRUITMENT OF PERSONNEL 8.1 During, and for a period of twenty-four (24) months after the expiration of, the Standard Software Maintenance Agreement and/or any renewal maintenance agreement, 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 applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information absent express written consent by the party claiming confidentiality. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. Customer agrees to timely notify New World of any request( s) made for disclosure of confidential information. 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 pennit 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 pennit 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 pennit third party access to the Licensed Products. In addition to any other remedies, New World may recover from Customer all damages and legal fees incurred in the enforcement of this provision on third party access; (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 pennit access; (iv) Customer shall not pennit 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, or other equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on Confidentiality and Non-Disclosure without the requirement of posting a bond or proof of injury as a condition for the relief sought. fO.O LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES New World's entire liability and Customer's exclusive remedies are set forth below: 10.1 For any 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 II, subparagraph 4.1; or if after repeated attempts to correct the non-confonnity, New World is unable to correct the non-confonnity, 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 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 5 of 42 City of San Bernardino, CA 2011-18 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 total liability to Customer for all claims relating to the Licensed Products and this Agreement, including any action based upon contract, tort, strict liability, or other legal theory, shall be limited to Customer's actual damages and in no event shall New World's liability exceed the total annual subscription fees paid to New World for the Subscription Period. 10.3 New World shall not be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages, including loss of profits or costs of cover, arising from or related to a breach of this Agreement or any order or the operation or use of the Licensed Products including such damages, without limitation, as damages arising from loss of data or programming, loss of revenue or profits, failure to realize savings or other benefits, damage to equipment, and claims against Customer by any third person, even if New World has been advised of the possibility of such damages. New World's liability for any form of action shall only apply after any and all appropriate insurance coverage has been exhausted. 10.4 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, consequential, special, indirect, punitive, and/or exemplary 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.e. 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 restrictive, then the provision within this Agreement shall apply. 12.0 INDEPENDENT CONTRA CTOR 12.1 New World is an independent contractor. The personnel of one party shall not in any way be 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. 12.3 New World shall perform work tasks provided by this Agreement, but for all intents and purposes New World shall be an independent contractor and not an agent or employee of the Customer. New World shall secure, at its expense, and be responsible for any and all payment ofIncome Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for New World and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 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 during the 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 for 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 shall 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 $1,000,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $1,000,000 for each accident; and in an amount not less than $1,000,000 on account for each accident for damage to property, provided however that the combined single limit for all automotive related claims shall not exceed $1,000,000. 13.4 Customer, its officers, agents and employees shall be named as additional insured parties on all insurance policies required to be purchased by New World. 13.5 Certificates of insurance for all policies required hereunder shall require the insurer to give Customer at least thirty (30) days written notice of any change in or termination of coverage. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 6 of 42 City of San Bernardino, CA 2011-18 14.0 DISPUTE RESOLUTION PROCEDURE 14.1 Except as provided in Section 15.2 of these Terms and Conditions (Customer failure to make prompt payment), any dispute or controversy arising out of or relating to this Agreement, or breach thereof, shall be settled by the following procedure. Levell: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), New World and 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 meeting 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 1 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, Customer and New World shall enter into a mediation process. Each party shall bear its own costs in preparing for and conducting mediation, except that the joint costs, if any, of the actual mediation proceeding shall be shared equally by the parties. The mediation process is defmed as follows: The parties shall select a mutually agreeable mediator to aid the parties in resolving the dispute or controversy. The mediator shall not be an employee or former employee of either party. The mediation shall be held at a location chosen by New World, but within seventy-five (75) miles of Customer's location. Level 3: Only after the completion of both Levels 1 and 2 above without a satisfactory resolution of the dispute or controversy, either party may bring suit in the United States District Court for the Central District of California, Eastern Division, so long as subject matter jurisdiction is met. In the event subject matter jurisdiction is not met, either party may bring suit in the California Superior Court for San Bernardino, CA. Each party shall bear the cost of their own legal expenses if Level 3 is used. 15.0 TERMINATION 15.1 Bv Customer: Customer may at its option terminate this Agreement on an anniversary date as follows: (i) Customer shall provide written notice to New World at least one hundred eighty (180) days prior to the next anniversary date; (ii) Upon providing notice under this Section, Customer shall remit a termination fee to New World, which Customer agrees is reasonable and in proportion to the damage suffered to New World as a result of Customer's termination of this Agreement prior to the end of the Subscription Period. Based on the date in the notice, the Termination Fee will be based on the number of months since the Effective Date as follows: Termination Notice Month Since Effective Date Customer's Termination Fee First 60 months $2,000,000 1,700,000 1,500,000 1,300,000 1,000,000 600,000 Months 61 - 72 Months 73 - 84 Months 85 - 96 Months 97 - 108 Months 109 - 120 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 7 of 42 City of San Bernardino, CA 2011-18 (iii) So long as Customer satisfies the requirements of this section, including payment of the Termination Fee, the Agreement shall terminate upon the next anniversary date after the required notice. 15.2 Bv New World: If Customer fails to make prompt payments to New World when invoiced, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall specify the payments past due; (ii) Customer shall have thirty (30) days from receipt of said notice to make payment in full for all outstanding invoiced payments due: (iii) If Customer fails to remit payment in full within thirty (30) days from written notice, then New World may declare Customer in default and assess a termination fee based on the schedule in 15.1 above. The date on the subscription invoice shall be used as the termination notice date to use in finding the month when termination occurred; (iv) Customer agrees that said termination fee is reasonable and in proportion to the damage suffered to New World as a result of Customer's failure to pay the past due amounts; (v) Notwithstanding any other provision in this Agreement any collection process relating to the termination fee shall be governed by the laws of the State of Michigan and venued in the courts of Oakland County, Michigan. 15.3 Bv Expiration of Subscription Period: Unless extended by mutual agreement of the parties, this Agreement shall terminate upon the end of the Subscription Period. 15.4 Upon termination under this Paragraph 15, Customer shall return to New World all Licensed Products, including any copies provided to or created by Customer under this Agreement. 15.5 Nothing in this paragraph on termination is intended to infer 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 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 of the 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 of or 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 to the following business address of the Customer: San Bernardino Police Department 710 North "D" Street, B Bldg PSG San Bernardino, CA 92401 Attention: Michael Eckley, Public Safety IT Manager Telephone: (909) 384-5742 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 600 Troy, Michigan 48084 Attention: President 18.0 GENERAL CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 8 of 42 City of San Bernardino, CA 2011-18 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 California and it shall be binding on the successors and assigns of the parties. 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 This Agreement is entered into solely for the benefit of New World and Customer. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement. 18.6 Notwithstanding anything contained herein to the contrary, these terms and conditions may be extended to other public entities for purchase of the license and/or services described under this Agreement. To the extent they are required, the parties shall execute any requisite cooperative agreements authorizing such extension of terms and conditions. If this is done, Customer assumes no authority, liability, or obligation on behalf of any other public entity that may use this Agreement for any such purchase. 18.7 Other integrated licensed software and services from New World may be purchased by Customer under the terms and conditions of this Agreement. 18.8 In the performance of this Agreement and in the hiring and recruitment of employees, New World shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 18.9 New World warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications and approval of whatever nature that are legally required of New World to practice its business or profession. 18.10 New World shall not voluntarily or by operation oflaw assign, transfer, sublet or encumber all or any part of New World's interest in this Agreement without Customer's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void. Regardless of Customer's consent, no subletting or assignment shall release New World of New World's obligation to perform all other obligations to be performed by New World hereunder for the term of this Agreement. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 9 of 42 City of San Bernardino, CA 2011-18 PUBLIC SAFETY PRODUCTS AND SERVICES EXHIBIT AAl AEGIS TOTAL COST SUMMARY AND PAYMENT SCHEDULE I. PAYMENTS FOR LICENSED STANDARD SOFTWARE SUBSCRIPTION, IMPLEMENTATION SERVICES, THIRD PARTY PRODUCTS AND STANDARD SOFTWARE MAINTENANCE SERVICES DESCRIPTION OF COST COST A. ANNUAL SUBSCRIPTION PAYMENTS 1. Year 1 Subscription Payment (Fiscal Year 2010-11) · Invoiced on Effective Date 2. Year 2 Subscription Payment · Invoiced on July 1,2011 3. Year 3 Subscription Payment · Invoiced on July 1,2012 4. Year 4 Subscription Payment · Invoiced on July 1,2013 5 . Year 5 Subscription Payment · Invoiced on July 1, 2014 6. Year 6 Subscription Payment · Invoiced on July 1,2015 7 . Year 7 Subscription Payment · Invoiced on July 1, 2016 8. Year 8 Subscription Payment · Invoiced on July 1, 2017 9 . Year 9 Subscription Payment · Invoiced on July 1,2018 10. Year 10 Subscription Payment · Invoiced on July 1,2019 $400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 TOTAL SUBSCRIPTION PAYMENTS: $4.000.000 PRICING IS VALID THROUGH JANUARY 31,2011. ALL PAYMENTS ARE DUE WITHIN FORTY-FIVE (45) DAYS FROM RECEIPT OF INVOICE. Billings are applied ratably to each deliverable included under the total one-time cost. If any deliverable is subject to sales tax, the tax will be calculated and added as applicable to each billing. Travel costs are not included and are billed weekly as Travel Expenses occur. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 10 of 42 City of San Bernardino, CA 2011-18 PUBLIC ADMINISTRATION PRODUCTS AND SERVICES EXHIBIT AA2 LOGOS TOTAL COST SUMMARY AND PAYMENT SCHEDULE I. PAYMENTS FOR LICENSED STANDARD SOFTWARE SUBSCRIPTION, IMPLEMENTATION SERVICES, THIRD PARTY PRODUCTS AND STANDARD SOFTWARE MAINTENANCE SERVICES DESCRIPTION OF COST COST A. ANNUAL SUBSCRIPTION PAYMENTS 1. Subscription Payment (Fiscal Year 2010-11) Services as described in Exhibit G-2 $245,000 169.340 Year 1 Total Payment · Invoiced on Effective Date 2. Year 2 Subscription Payment · Invoiced on July 1, 2011 3. Year 3 Subscription Payment · Invoiced on July 1, 2012 4. Year 4 Subscription Payment · Invoiced on July 1,2013 5. Year 5 Subscription Payment · Invoiced on July 1,2014 6. Year 6 Subscription Payment · Invoiced on July 1, 2015 7. Year 7 Subscription Payment · Invoiced on July 1, 2016 8. Year 8 Subscription Payment · Invoiced on July 1, 2017 9. Year 9 Subscription Payment · Invoiced on July 1, 2018 10. Year 10 Subscription Payment · Invoiced on July 1, 2019 $414,340 245,000 245,000 245,000 245,000 245,000 245,000 245,000 245,000 245,000 TOTAL SUBSCRIPTION PAYMENTS: $2.619.340 PRICING IS VALID THROUGH JANUARY 31,2011. ALL PAYMENTS ARE DUE WITHIN FORTY-FIVE (45) DAYS FROM RECEIPT OF INVOICE. Billings are applied ratably to each deliverable included under the total one-time cost. If any deliverable is subject to sales tax, the tax will be calculated and added as applicable to each billing. Travel costs are not included and are billed weekly as Travel Expenses occur. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 11 of 42 City of San Bernardino, CA 2011-18 EXHIBIT At AEGIS LICENSED STANDARD SOFTWARE UNDER to-YEAR SUBSCRIPTION 1. License Fee for Licensed Standard Software And Documentation Selected Bv Customer: Apvlication Package 1,2,3,4 CAD 1. Aegis/MSP Combined LE/Fire/EMS CAD - Call Entry - Call Control Panel - Unit Recommendations - Unit Status and Control Panel - Call Stacking - CAD Messaging - Call Scheduling - Dispatch Questionnaire - GlS/Geo-File Verification - Hazard and Location Alerts - Hydrant Inventory - Access to Aegis/MSP LE Records - Access to Aegis/MSP Fire Records - Note Pads - Rip-N-Run Remote Printing - Run Cards - Tone Alerts 2. Additional Aegis/MSP Software for Computer Aided Dispatch 5 - CAD Mapping -CADAVL - Data Analysis/Crime Management/Management Reporting - Service Vehicle Rotation (Wrecker, Ambulance) 3. Aegis/MSP Third Party CAD Interface Software 5 - CAD Pager Interface - E-9ll Interface 6 - On-Line CAD Interface to State/NCIC7 - Pre-Arrival Questionnaire Interface (1 questionnaire(s) - EMD) (supports available release) CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 12 of 42 City of San Bernardino, CA 2011-18 Exhibit At /AEGIS LICENSED STANDARD SOFTWARE UNDER to-YEAR SUBSCRIPTION LAW ENFORCEMENT RECORDS 4. Aegis/MSP Single Jurisdiction Base Law Enforcement Records - Accidents - Arrest - Business Registry - Case Processing - Computer Aided Investigations - Federal Reports (UCR/IBR) - GlS/Geo-File Verification - Impounded Vehicles - Incident Tracking - Jacket Processing - PersonneVEducation - Property - Traffic Tickets and Citations - Wants and Warrants 5. Aegis/MSP Federal and State Compliance Reporting for LE Records - Federal UCR/IBR8 - State Accidents9 6. Additional Aegis/MSP Software for Law Enforcement Records - Alarm Tracking and Billing - Case Management - Data Analysis/Crime MappinglManagement Reporting - Field Investigations - Narcotics Management - Property Room Bar Coding5 7. Aegis/MSP Third Party LE Records Interface Software 5 - Ticket Writer Interface - AegislMSP State/NCIC Interface? Includes 12 - 15 screens On-Line Modules - Includes 4 state inquiry screens? - On-Line Global Subjects Interface to State/NCIC 8. Aegis/MSP Imaging Software - Public Safety LineupslMug Shots 10 - Digital Imaging/Electronic Signature Capture CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 13 of 42 City of San Bernardino, CA 2011-18 Exhibit AI/AEGIS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION FIRE RECORDS 9. Aegis/MSP Fire Records Software Base Package - Activity Reporting and Scheduling - Investigations - Business Registry - Hazardous Materials - GIS/Geo-File Verification - Hydrant Inventory and Inspections - Incident Tracking - Inspection Tracking - Personnel/Education - Pre-plans - Station Activity Log - BLS/ ALS 10. Federal Compliance Reporting for Fire Records - NFIRS 5.0 Electronic Reporting CORRECTIONS 11. Aegis/MSP Corrections Management Software Base Package - Aegis/MSP LE Records Interface - Bookings - Incident Tracking - Inmate Property Tracking - Inmate Classification - Inmate Housing - Mass Move - Inmate Scheduling and Tracking - Inmate Contacts (visitor, mail, phone, emergency) - Inmate Programs (courses) - Inmate Activity Log - Trustee - Case Management - Corrections Officer Log - Finance Management (inmate, facility) - Jacket Processing - Business Registry - PersonnellEducation - GIS/Geo-File Verification 12. Aegis/MSP State Compliance Reporting for Corrections - State Corrections Reporting Includes up to 4 reports CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 14 of 42 City of San Bernardino, CA 2011-18 Exhibit AI/AEGIS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION 13. Additional Aegis/MSP Software for Corrections Management - Inmate Movement Tracking Bar Coding - Property Room Bar Coding 14. Aegis/MSP Third Party Corrections Interface Software 5 - Livescan Interface - VINE Interface MOBILE SOFTWARE MOBILE SOFTWARE ON THE RS/6000 MESSAGE SWITCH SERVER 11 15. Base Message Switch to State/NCIC (151-200 units) - Base Message Switch for MDTIMCT - State/NCIC Interface 16. Additional Aegis@ Software for RS/6000 Message Switch - New World CAD Interface for Aegis MSP (151-200 units) - Mobile Upload Software (151-200 units) - A VL Interface (151-200 units) 12 MOBILE SOFTWARE ON THE MSP Server 17. Aegis@ Mobile Integration Software - MDTIMCT Base CADIRMS Interface (151-200 units) - A VL CAD Interface (151-200 units) 12 MOBILE MANAGEMENT SERVER 18. Aegis/MSP Mobile Management Server Software (151-200 units) - Base CAD/NCIClMessaging - Field Reporting - Field Reporting Data Merge CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 15 of 42 City of San Bernardino, CA 2011-18 Exhibit AI/AEGIS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION CLIENT SOFTWARE 19. Aegis@ Law Enforcement Mobile Unit Software (156 Units) Mobile Messal!inl! LE State/NCIC via Switch 7 LE CAD via Switch Mugshot Image Download State Photo Download In-Car Mapping In-Car Routing New World A VL Field-Based ReDortinl! (156 Units) LE Field Reporting (Federal Standards) The following 4 New World Reports are included: - Incident (1 form) - Case (1 form) - Arrest (1 form) - Supplement (I form) LE Field Reporting Compliance LE Accident Field Reporting The following New World Report is included: - Accident (1 form) LE Accident Field Reporting Compliance Mobile Upload ofField Reports 20. In-Station -Based ReDortinl! (20 Units) LE Field Reporting (Federal Standards) The following 4 New World Reports are included: - Incident (1 form) - Case (1 form) - Arrest (1 form) - Supplement (1 form) LE Field Reporting Compliance LE Accident Field Reporting The following New World Report is included: - Accident (1 form) CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 16 of 42 City of San Bernardino, CA 2011-18 Exhibit At /AEGIS LICENSED STANDARD SOFTWARE UNDER to-YEAR SUBSCRIPTION LE Accident Field Reporting Compliance Mobile Upload ofField Reports 21. Aegis@ Fire Mobile Unit Software (35 Units) Fire CAD via Switch New World A VL EMS Field Reporting (National Standards) (1 unit) Includes NEMSIS Incident (1 form) 22. Workstation License (Included) Note: Other than for Mobile Software, a Workstation License for up to 400 users is included for the Exhibit Al Licensed Standard Software. The Workstation License includes the following agencies as authorized users: - San Bernardino Police Department, CA - San Bernardino Fire Department, CA CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 17 of 42 City of San Bernardino, CA 2011-18 Exhibit AI/AEGIS LICENSED STANDARD SOFTWARE UNDER IO-YEAR SUBSCRIPTION ENDNOTES Personal Computers must meet the minimum hardware requirements for New World Systems' MSP product. Microsoft Windows XP or later is required for all client machines. Windows 2003/2008Server and SQL Server 2005/2008 are requiredfor the Application and Database Server(s). 2 New World Systems' MSP product requires Microsoft Windows 2003/2008 Server and SQL Server 2005/2008 including required Client Access Licenses (CALs) for applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. 3 New World Systems' MSP product requires Microsoft Excel or Windows Search 4.0 for document searching functionality; Microsoft Word is required on the application server for report formatting. New World recommends a 100/1000MB (GB) Ethernet networkfor the local area network. Wide area network requirements vary based on system configuration, New World will provide further consultation for this environment. Does not include any required 3rd party hardware or software unless specified in Appendix 1 of this Agreement. Customer is responsible for any 3rd party support. Requires Lantronix USC 1100 included in Section B of this proposal. 4 5 6 8 Customer is responsible for obtaining the necessary State approval and any non-New World hardware and software. Federal UCR/IBR includes edits, reports and electronic submission. 9 State Accidents includes logic, reports and electronic submission. 10 Camera must meet product specifications and be procured through New World. 11 Currently supporting Motorola, Data Radio (DMP & IP), CDPD, EDACS, CDMA, GPRS, 802.11 and Electrocom Mobile Communication solutions only. Requires 3rd party GPS hardware. Prices assume that all software is licensed. Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed. 12 13 14 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 18 of 42 City of San Bernardino, CA 2011-18 EXHIBIT A2 LOGOS LICENSED STANDARD SOFTWARE UNDER to-YEAR SUBSCRIPTION 1. License Fee for Licensed Standard Software And Documentation Selected Bv Customer: A I' , P k 123 pp lcatlon ac age ' , Cost FINANCIAL MANAGEMENT 1. Logos.NET Financial Management Base Suite - General Ledger - Budget Management - Annual Budget Preparation - Accounts Payable - Revenue/Cash Receipting 2. Expanded Revenue Collections - 3rd Party Receivables Interface (Batch) 3. Logos.NET Additional Financial Management Software - Asset Management - Grant Management - Project Accounting - Misc. Billing & Receivables - Government (GASB) Reporting - Bank Reconciliation 4. Logos.NET Procurement Management Suite - Purchasing Base - Requisition Processing - Bid & Quote Management - Contract Accounting - Inventory Management PAYROLL & HUMAN RESOURCES SUITE 5. Logos.NET Human Resources Management Base Suite - Payroll Processing - Personnel Management - Position Control CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 19 of 42 City of San Bernardino, CA 2011-18 Exhibit A2 / LOGOS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION 6. Logos.NET Human Resources - Employee Event Tracking - Personnel Action Processing 7. Logos.NET Benefits Management - Benefits Administration - COBRA Billing Administration - Workers Compensation Administration - Employee Retirement Tracking 8. Logos.NET Additional Payroll & HR Modules - Applicant Tracking - Position Budgeting - Time & Attendance Interface 4 - Benefit Tracking (Non-Employee) COMMUNITY DEVELOPMENT SUITE 9. Logos.NET Community Development Software - Business Licensing - Parcel Management - Permits - Municipal Inspections - Project Planning - Code Enforcement - Requests for Services Tracking 10. Logos.NET Additional Community Development Modules _ GIS Integration 5 - Community Development Business Licensing (4 screens) Parcel Management (7 screens) Permits (2 screens) Municipal Inspections (4 screens) Code Enforcement (3 screens) Requests for Services Tracking (1 screen) CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 20 of 42 City of San Bernardino, CA 2011-18 Exhibit A2 / LOGOS LICENSED STANDARD SOFTWARE UNDER 10-YEAR SUBSCRIPTION eSUlTE 11. eSuite Base Software 12. eFinance - eSupplier - eBid - eMiscellaneous Billing - ePayments 13. eHR - eEmployee - eTimesheets - eBenefits Administration - eRecruit 14. eCommunity - ePermits - eLicense - eRequest BUSINESS ANAL YTICS 15. Finance Analytics - Includes 10+ users 16. Dashboards for Financial Management 17. Human Resource/Payroll Analytics - Includes 10+ users 18. Dashboards for Human Resources 19. Community Development Analytics - Includes 10+ users 20. Dashboards for Community Development AUTHORIZED USERS 21. Site License for up to 800 Authorized Users 6 Note: A Site License is included for this solution. This Site License entitles the City of San Bernardino, CA, to 800 authorized users for the Standard Software licensed in Exhibit A2, to be divided up between applications. The Site License is available to only the affiliated Public Administration agencies within the City of San Bernardino, California. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 21 of 42 City of San Bernardino, CA 2011-18 Exhibit A2 / LOGOS LICENSED STANDARD SOFTWARE UNDER to-YEAR SUBSCRIPTION ENDNOTES Personal Computers must meet the minimum hardware requirements for New World Systems' Logos.NET product. Microsoft Windows XP or greater with IE 7.0 or greater is the required operating systems for all client machines. Windows 2008 Server is required for the Application Server(s), Web Server(s) and Database Server. Microsoft SQL Server 2008 is required for the Database Server. 2 New World Systems' Logos. NET product requires Microsoft Windows 2008 Server and Microsoft SQL Server 2008 including required Client Access Licenses (CALs) and Windows Server 2008 External Connector (EC) licenses for applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. 3 Suggested minimum: 100MB Ethernet Network. 10MB CA T5 Ethernet Network may have less than adequate response time. Further consultation would be required to assess your network. 4 Time & Attendance interface is a two-way interface. Additional support may be requiredfor 3rd Party changes; not included in SSMA. GIS integration currently supports either ESRI's ArcIMS or ArcGIS Server software; the ArcIMS and ArcGIS Server software and any services related to the installation and setup of ArcIMS or ArcGIS are not included in this proposal. The ArcIMS or ArcGIS Server software would need to be purchased, installed and setup separately. Additional cost per group of 5 for authorized users is $5,000. 5 6 CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 22 of 42 City of San Bernardino, CA 2011-18 EXHIBIT B1 AEGIS PROJECT MANAGEMENT. IMPLEMENTATION AND TRAINING SUPPORT SERVICES 1. Proiect Manae:ement Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit Al 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) monthly project status reports; and e) project status meetings · a project review (kickoff) meeting at Customer's location · progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and · a project close-out meeting at Customer's location to conclude the project. f) New World consultation with other vendors or third parties. The implementation services fees described in Exhibit AA 1 include Project Management fees for a period up to 18 months after the Effective Date. 2. Implementation and Trainine: Support Hours Recommended It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit Al to insure successful implementation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit AI, up to 1.600 hours of New World implementation and training support services have been allocated for this project. Excess hours requested shall be billed at the Hourly Rate. A voiding 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 canceled 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 implementation and training support services include: a) implementation of each package of Licensed Standard Software; 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, implementation and training support services provided by New World may be 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). 3. Interface Installation Service New World shall provide interface installation services as described in this paragraph below. These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on-site installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The services include the following interfaces. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 23 of 42 City of San Bernardino, CA 2011-18 Exhibit Bl / AEGIS PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES a) Operating System Assurance (High Availability Environment) b) CAD Pager Interface c) 911 Interface d) On-Line CAD Interface to State/NCIC e) Pre-Arrival Questionnaire Interface f) State/NCIC g) On-Line Global Subjects Interface to State/NCIC h) On-Line Property Checks Interface to State/NCIC i) New World Mug Shots/Imaging j) Livescan Interface k) VINE Interface 1) Geo-File Implementation Services m) Message Switch Installation Support New World's GIS implementation services are to assist and train Customer in preparing their GIS mapping data for use with the Licensed Standard Software. Customer must provide an accurate GIS street centerline layer in an industry standard file format (ESRI Shape Files). Customer is responsible for having clearly defined boundaries for Police Beats, EMS Districts and Fire Quadrants. New World will assist Customer to create and/or import map layers representing the Police/EMS/Fire boundaries. New World is not responsible for GIS data corrections, cleansing or accuracy. 4. Hardware Ouality Assurance Service New World shall provide Hardware Systems Assurance of Customer's AegislMSP server(s). These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on- site installation is required, Customer will be responsible for the actual travel expenses and time. a) Hardware Quality Assurance Services (High Availability) Environment: Hardware Systems Assurance and Software Installation: Assist with High Level System Design/Layout Validate Hardware Configuration and System Specifications Validate Network Requirements, including Windows Domain Physical Installation of New World Application Servers Install Operating System and Apply Updates Install SQL Server and Apply Updates Install New World Applications Software and Apply Updates Establish Base SQL Database Structure Install Anti-Virus Software and Configure Exclusions Install Automated Backup Software and Configure Backup Routines Configure System for Electronic Customer Support (i.e. NetMeeting) Tune System Performance Including Operating System and SQL Resources Test High A vailability/Disaster Recovery Scenarios (if applicable) Provide Basic System Administrator Training and Knowledge Transfer Document Installation Process and System Configuration CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 24 of 42 City of San Bernardino, CA 2011-18 Exhibit B1 / AEGIS PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES 5. Messal!e Switch Operatinl! Svstem Assurance Service New World shall provide Message Switch Operating System Assurance. These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on-site installation is required, Customer will be responsible for the actual travel expenses and time. a) Message Switch Operating System Assurance Services: Operating System Assurance and Software Installation Services: Unpack and assemble hardware Verify core hardware functionality (network/video/storage devices/usb) Install and update AIX Operating System Install and update applicable system manual pages Set AIX environment variables Build system user-ids and applicable authorizations Install and stage message handler and compilers Verify and allocate disk space Mirror hard drives and boot sequencing Install customer-specific communication processes Compile New World Message Switch programs Install base Message Switch data tables Install automated process restart script Install full system backup processes Install system support scripts Install state specific programs and scripts Install state specific data tables Assure Message Switch operation Disassemble, package, and ship to customer 6. Additional Services Available Additional services are also available at the rate of $170 per hour except for Project Management (beyond those described in this Agreement) which is at a rate of $200 per hour. These rates are protected for one year from the Effective Date of this Agreement. After one year, Customer shall pay a mutually agreeable hourly rate for all Exhibit Bl support services rendered which shall not exceed 3% over the prior Hourly Rate. Other New World services 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) modifying the Licensed Standard Software; e) data conversions; f) designing and programming Licensed Custom Software; and g) maintaining 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 procedures mutually agreed upon by Customer and New World and will be provided at the Hourly Rate). CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 25 of 42 City of San Bernardino, CA 2011-18 EXHIBIT B2 LOGOS PROJECT MANAGEMENT. IMPLEMENTATION AND TRAINING SUPPORT SERVICES 1. Proiect Manae:ement Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A2 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) monthly project status reports; and e) project status meetings · a project review (kickoff) meeting at Customer's location · progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and · a project close-out meeting at Customer's location to conclude the project. The implementation services fees described in Exhibit AA2 include Project Management fees for a period up to 12 months after the Effective Date. 2. Imolementation and Trainine: Suooort Hours Recommended It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit A2 to insure successful implementation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A2, up to 1.000 hours of New World implementation and training support services have been allocated for this project. Excess hours requested shall be billed at the Hourly Rate. 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 canceled 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 implementation and training support services include: a) implementation of each package of Licensed Standard Software; and b) Customer training and/or assistance in testing for each package of Licensed Standard Software. The project management, implementation and training support services provided by New World may be 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). 3. Interface Installation Service New World shall provide interface installation services as described in this paragraph below. These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be done remotely, resulting in savings in Travel Expenses and Time. If on-site installation and training is required, Customer will be responsible for the actual Travel Expenses and Time. The services include the following interfaces. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 26 of 42 City of San Bernardino, CA 2011-18 Exhibit B2 / LOGOS PROJECT MANAGEMENT, IMPLEMENTATION AND TRAINING SUPPORT SERVICES a) Bank Reconciliation b) Time and Attendance c) 3rd Party receivables (Batch) 4. Hardware Qualitv Assurance Service New World shall provide Hardware Systems Assurance of Customer's Logos.NET server(s). These services do not include hardware and/or third party product costs which shall be Customer's responsibility, if required. Whenever possible, these services will be provided remotely, resulting in savings in travel expenses and time. If on- site installation is required, Customer will be responsible for the actual travel expenses and time. a) Hardware Quality Assurance Services (Standard): Hardware Systems Assurance and Software Installation:: Assist with High Level System Design/Layout Validate Hardware Configuration and System Specifications Validate Network Requirements, including Windows Domain Physical Installation of New World Application Servers Install Operating System and Apply Updates Install SQL Server and Apply Updates Install New World Applications Software and Apply Updates Establish Base SQL Database Structure Install Anti-Virus Software and Configure Exclusions Install Automated Backup Software and Configure Backup Routines Configure System for Electronic Customer Support (i.e. NetMeeting) Tune System Performance Including Operating System and SQL Resources Test High A vailabilitylDisaster Recovery Scenarios (if applicable) Provide Basic System Administrator Training and Knowledge Transfer Document Installation Process and System Configuration 5. Additional Services Available Additional services are also available at the rate of $170 per hour except for Project Management (beyond those described in this Agreement) which is at a rate of $200 per hour. These rates are protected for one year from the Effective Date of this Agreement. After one year, Customer shall pay a mutually agreeable hourly rate for all Exhibit B2 support services rendered which shall not exceed 3% over the prior Hourly Rate. Other New World services 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 N ew World technical staff; c) New World consultation with other vendors or third parties; d) modifying the Licensed Standard Software; e) designing and programming Licensed Custom Software; and t) maintaining 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 procedures mutually agreed upon by Customer and New World and will be provided at the Hourly Rate). CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 27 of 42 City of San Bernardino, CA 2011-18 EXHIBIT Cl AEGIS STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems Corporation (New World) and City of San Bernardino, California (Customer) sets forth the standard software maintenance support services provided by New World for the Exhibit Al applications under Subscription. 1. Service Period This SSMA shall remain in effect for a period of ten (10) years (the SSMA term) beginning on the date of Agreement execution (the start date) and ending on the same calendar date at the conclusion of the SSMA term unless extended by written agreement signed by the parties. 2. Services Included The following services or features are provided under this SSMA at no additional cost, outside of this Agreement, to Customer: a) upgrades, including all new releases and revisions, to the Licensed Standard Software during subscription term (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 under subscription (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); e) invitation to and participation in user group meetings; f) emergency 24-hour per day telephone support, for Aegis CAD 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 phone support will be provided via pager and a New World support representative will respond to CAD service calls within 30 minutes of call initiation; and g) integration of the embedded software that is a component of the Exhibit A I Licensed Standard Software. Items a, b, c and d above will be distributed to Customer by electronic means. Additional support services are available as requested by Customer using the rates set forth in Exhibit B 1. Exhibit B 1 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. New World agrees to provide maintenance support for Custom interfacing software at no additional expense, outside of this Agreement, to Customer. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then the additional New World maintenance or support services provided shall be billed at the then-current Exhibit B 1 hourly fees. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 28 of 42 City of San Bernardino, CA 2011-18 Exhibit Cl /AEGIS STANDARD SOFTWARE MAINTENANCE AGREEMENT 4. Billine: Maintenance costs are covered under the subscription payments in Exhibit AA 1. (If used, any Exhibit B 1 support or service hours incurred are billed weekly for the previous calendar week.) 5. Additions of Software to Maintenance Ae:reement Additional Licensed Standard Software licensed from New World will be added to the SSMA upon delivery. 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 the SSMA period, if Customer believes that the Licensed Standard Software does 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. Screen shots of the claimed defect where available shall suffice for the documented example requirement. 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 1). The no-charge software correction service does not apply to any of the following: a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; b) situations where 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. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 29 of 42 City of San Bernardino, CA 2011-18 EXHIBIT C2 LOGOS STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems Corporation (New World) and City of San Bernardino, California (Customer) sets forth the standard software maintenance support services provided by New World for the Exhibit A2 applications under Subscription. 1. Service Period This SSMA shall remain in effect for a period of ten (10) years (the SSMA term) beginning on the date of Agreement execution (the start date) and ending on the same calendar date at the conclusion of the SSMA term unless extended by written agreement signed by the parties. 2. Services Included The following services or features are provided under this SSMA at no additional cost, outside of this Agreement, to Customer: a) upgrades, including all new releases and revisions, to the Licensed Standard Software during subscription term (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 under subscription (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.rn. (Eastern Time Zone); e) invitation to and participation in user group meetings; Items a, b, c and d above will be distributed to Customer by electronic means. Additional support services are available as requested by Customer using the rates set forth in Exhibit B2. Exhibit B2 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. New World agrees to provide maintenance support for Custom interfacing software at no additional expense, outside of this Agreement, to Customer. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then the additional New World maintenance or support services provided shall be billed at the then-current Exhibit B2 hourly fees. 4. Billint! Maintenance costs are covered under the subscription payments in Exhibit AA2. (If used, any Exhibit B2 support or service hours incurred are billed weekly for the previous calendar week.) CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 30 of 42 City of San Bernardino, CA 2011-18 Exhibit C2 /LOGOS STANDARD SOFTWARE MAINTENANCE AGREEMENT 5. Additions of Software to Maintenance Ae:reement Additional Licensed Standard Software licensed from New World will be added to the SSMA upon delivery. 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 the SSMA period, if Customer believes that the Licensed Standard Software does 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. Screen shots of the claimed defect where available shall suffice for the documented example requirement. 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 B2). The no-charge software correction service does not apply to any of the following: a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; b) situations where 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. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 31 of 42 City of San Bernardino, CA 2011-18 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: City of San Bernardino Customer Name Located At: 710 North "D" Street San Bernardino, CA 92401 Authorized Signature of Customer: Signature Name (Please Print or Type) Title In exchange for the permission 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: 1. No copies in any form will be made of New World proprietary or confidential information without the expressed written consent of New World's President, including without limitation, the following: a) Program Libraries, whether source code or object code; b) Operating Control Language; c) Test or Sample Files; d) Program Listings; e) Record Layouts; f) All written confidential or proprietary information originating from New World including without limitation, documentation, such as user manuals and/or system manuals; and/or g) 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 Software License and Services Agreement with New World. 3. The undersigned agree(s) 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 under the Standard Software License and Service Agreement between Customer and New World. 4. Nothing contained within this Exhibit shall circumvent Customer's obligations under the Federal Freedom of Information Act or the California Public Records Act. By: Title: Agreed and Accepted by Third Party (Organization) Organization: By: Title: Date: Date: Accepted and Approved by New World Systems Corp. By: Title: Date: .I#J/{/i~/'<<_, Date: CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 32 of 42 City of San Bernardino, CA 2011-18 EXHIBIT E DEMONSTRATION SITE DISCOUNT As a major component of the Subscription Agreement, New World has provided Customer a significant discount in exchange for the privilege of using Customer's site for demonstration purposes. Accordingly, after the Licensed Standard Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or remote 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. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 33 of 42 City of San Bernardino, CA 2011-18 EXHIBIT F LOGOS DATA FILE CONVERSION ASSISTANCE New World will provide conversion assistance to Customer to help convert the existing data files specified below. Ifadditional files are identified after the contract execution, estimates will be provided to Customer prior to New World beginning work on those newly identified files. 1. General a) This conversion effort includes data coming from one unique data source, not multiple sources. b) No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort. Data cleansing, removal of duplicate records, and editing must take place by Customer prior to providing the data to New World 2. New World Responsibilities a) New World will provide Customer with a conversion design document for signoffprior to beginning development work on the data conversion. No conversion programming by New World will commence until Customer approves this document. b) New World will provide the data conversion programs to convert Customers data from a single data source to the New World Licensed Standard Software for the specified files that contain 500 or more records. c) As provided in the approved project plan for conversions, New World will schedule a conversion analysis trip and a separate data conversion testing trip to Customer's location. The conversion testing trip for each application is a billable support trip, using standard Exhibit B hours, which is scheduled in conjunction with the delivery of the converted data to the Customer. d) New World will provide the Customer up to 3 test sets of the converted data. Additional test sets requested may/will require additional conversion costs. e) New World will provide the standard conversion record layouts to the Customer and convert the available data elements defined in the standard conversion record layouts. 3. Customer Responsibilities a) Customer will provide data in standard conversion record layouts as provided by New World. Submitted data files must include an accurate count of records contained in the files. b) Data will be submitted to New World in one of the following formats: AS/400 files, Microsoft SQL Server database, Microsoft Access database, Microsoft Excel Spreadsheet, or an ASCII- format delimited text file. Data and databases will be transferred using the New World ftp site. c) Customer understands that files or tables containing less than 500 records or table entries will not be converted. d) As provided in the project plan for conversions, Customer will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever New World staff is on site regarding conversions. Roughly a one to one commitment exists for Customer commitment and New World commitment. Customer understands that thorough and timely testing of the converted data by Customer personnel is a key part of a successful data conversion. e) Customer agrees to promptly review conversion deliveries and signoff on both the conversion design document and on the final conversion after the appropriate review. Applying the converted data to the production (Live) environment will constitute conversion acceptance by Customer. f) If the Customer cannot provide data in the format defined in New World's standard conversion record layouts then New World will map the data to New World's standard conversion record layout at the Hourly Rate. The Customer must provide complete file and field defmitions for New World to map the data. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 34 of 42 City of San Bernardino, CA 2011-18 Exhibit F / DATA FILE CONVERSION ASSISTANCE 4. Files to be converted Up to 11 files from the following possible sources are included. Financial -Vendor Information -Asset Management (Fixed Assets) -General LedgerlBudget History -Purchase Order History -Accounts Payable History Payroll -Employee Information -Employee Detailed Earnings History -Position Master File Community Development -Permit/Inspection History -Business License Information/Contractors -Code Enforcement Violation CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 35 of 42 City of San Bernardino, CA 2011-18 EXHIBIT Gl AEGIS CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE 1. Definition of Proiect New World will 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 2(b)(I) procedure below. An analysis and assessment to verify the scope of effort for the project will be conducted. A revised estimate for the modifications/interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel or proceed with the modifications/interfaces based on the revised estimate. Capabilities included in the initial scope: a) Custom Software/Interfaces With New World providing consultation, Customer is responsible for obtaining technical contacts and/or technical specifications from the third parties involved. (1) First-in Fire Station Alerting Interface: New World will provide a one-way interface from CAD to Westnet First-In Station Alerting per the Westnet API documentation. (2) LINX Interface: New World will provide a one way interface to the LINX data warehouse for the arrest, case, and warrant modules. This interface will provide the core information from these modules and the associated information in those modules. The interface will be based on one of the LEXS PD 3.X formats. 2. Methodolol!:v to Provide Enhancements and/or Custom Software a) Definition of New World's Responsibility This project includes the following activities to be performed by New World. (1) Review of required features with Customer. Only items identified in Paragraph I above will be provided in this implementation plan. (2) Preparation of Requirements Document (RD) to include: · Detailed description of the required feature · menu samples · screen samples · report samples (3) Programming and programming test. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 36 of 42 City of San Bernardino, CA 2011-18 Exhibit Gl / CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE (4) On-site training, testing and/or other support services at the Hourly Rate. For modification requiring over fifty (50) hours of work, New World utilizes a design document procedure [see 2(b)(1) 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. b) Implementation Schedule Activitv Tareeted Time Period (1) Complete Design Review with Customer Staff. Customer agrees to be 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. To be determined (2) New World submits completed RD to Customer. To be determined (3) RD is accepted and signed off by Customer (no programming will be done by New World until the formal sign-off and Customer's authorization to proceed in writing). To be determined (4) New World completes programming from RD and provides modified software to Customer. To be determined (5) Software Modification Acceptance Test based on RD. To be determined c) Customer's Responsibility All Customer-requested changes after RD sign-off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 37 of 42 City of San Bernardino, CA 2011-18 EXHIBIT G2 LOGOS CUSTOMER REOUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE 1. Definition of Proiect New World will 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 2(b)(1) procedure below. An analysis and assessment to verify the scope of effort for the project will be conducted. A revised estima te for the modifications/interfaces may be provided at the conclusion of the assessment. Customer may elect to cancel or proceed with the modifications/interfaces based on the revised estimate. Capabilities included in the initial scope: a) Custom SoftwarelInterfaces With New World providing consultation, Customer is responsible for obtaining technical contacts and/or technical specifications from the third parties involved. (1) Journal Import - Active: A one-way user initiated batch process to import journal transactions from a third party system to New World's general ledger. (2) Journal Import - Utility: A one-way user initiated batch process to import journal transactions from a third party system to New World's general ledger. (3) Journal Import - Chameleon: A one-way user initiated batch process to import journal transactions from a third party system to New World's general ledger. (4) Laser Fiche Interface - Enables the user to directly access a 3rd party document imaging application to view scanned documents associated to a transaction or master record. Functionality is currently available in the following areas: Accounts Payable Invoices, Payments (Checks), Revenue Collection Receipts, Journals, Purchase Orders, Requisitions and Employees. (5) Logos.NET Inspections to a 3rd Party IVR Interface: New World will provide an interface that leverages our existing IVR interface which includes the following features: · Create a Requested Inspection · Cancel a Requested Inspection · Get Status of an Inspection New features in addition to existing functionality. · Ability to schedule an inspection for AM or PM · Automatically schedule an inspection to an inspector based on inspection type and property zone · Ability to schedule an inspection for any date in the future (not just the next 2 business days) · Ability to schedule inspections for code violations Note: The interface will leverage our existing IVR interface for inspections and does not include changes to those features. The expectation is that the IVR vendor will adhere to the specifications of the existing interface. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 38 of 42 City of San Bernardino, CA 2011-18 Exhibit G2 / LOGOS CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS / MODIFICATIONS AND / OR CUSTOM SOFTWARE 2. Methodoloe:v to Provide Enhancements and/or Custom Software a) Definition of New World's Responsibilitv This project includes the following activities to be performed by New World. (/) Review of required features with Customer. Only items identified in Paragraph 1 above will be provided in this implementation plan. (2) Preparation of Requirements Document (RD) to include: . Detailed description of the required feature . menu samples . screen samples . report samples (3) Programming and programming test. (4) On-site training, testing and/or other support services at the Hourly Rate. For modification requiring over fifty (50) hours of work, New World utilizes a design document procedure [see 2(b)(/) 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. b) Implementation Schedule Activitv Tare:eted Time Period (/) Complete Design Review with Customer Staff. Customer agrees to be 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. To be determined (2) New World submits completed RD to Customer. (3) RD is accepted and signed off by Customer (no programming will be done by New World until the formal sign-off and Customer's authorization to proceed in writing). To be determined To be determined (4) New World completes programming from RD and provides modified software to Customer. To be determined (5) Software Modification Acceptance Test based on RD. To be determined c) Customer's Responsibility All Customer requested changes after RD sign-off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 39 of 42 City of San Bernardino, CA 2011-18 a f'!,~,~~!.~,,:,t,;'tems APPENDIX 1 AEGIS AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES The attached configuration (Exhibit I) describes the Third Party products and services that New World will obtain for Customer. By their written approval below, Customer authorizes New World to order the Exhibit I products for delivery to: City of San Bernardino 710 North "D" Street San Bernardino, CA 9240 I The payments for Appendix I Services are covered under the Cost Summary and Payment Schedule in Exhibit AAl. Customer is responsible for the site preparation and related costs to install the Exhibit I Third Party products. Customer is responsible for any returned product charges, including re-stocking and shipping fees, for all Third Party products ordered by New World on the Customer's behalf. Travel Expenses incurred by New World are in addition to the Exhibit I cost and will be billed weekly as incurred. The Exhibit I components and cost may only be changed by mutual agreement of the 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 I products without Customer's authorized signature on said Agreements. Customer shall receive the benefit of all warranties, services, etc. provided for in the Agreements. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 40 of 42 City of San Bernardino, CA 2011-18 EXHIBIT 1 AEGIS CONFIGURATION THIRD PARTY PRODUCTS AND SERVICES THIRD P ARTY SOFTWARE a. Embedded Third Party Software (includes all Third Party executable components) b. GIS Software CAD - CAD Workstations using ArcGIS Engine Runtime (33 workstations) Mobile - Mobile In-Car Mapping and Routing (156 units) Geo-File Maintenance Software (ESRI ArcEditor) - per workstation c. Diagramming Software (Scene PD) Enterprise License THIRD PARTY HARDWARE d. Hardware, System Software & Services Lantronix UDS-II00 Bar Coding Scanner Kit A VL Hardware (191 units) Digital Camera for Mug Shots CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 41 of 42 City of San Bernardino, CA 2011-18 ESRI Notes 1) Customer will restrict use of the ESRI Software to executable code (used with the Aegis Licensed Standard Software). 2) Customer will prohibit (a) transfer of the ESRI Software except for temporary transfer in the event of computer malfunction; (b) assignment, time-sharing, lend or lease, or rental of the ESRI Software or use for commercial network services or interactive cable or remote processing services; and (c) title to the ESRI Software from passing to any other party. 3) Customer will prohibit the reverse engineering, disassembly, or decompilation of the ESRI Software and prohibit duplication of the ESRI Software except for a single archival copy; reasonable Sublicensee backup copies are permitted. 4) Customer will disclaim, to the extent permitted by applicable law, ESRI's liability for any damages, or loss of any kind, whether special, direct, indirect, incidental, or consequential, arising from the use of the ESRI Software. 5) At the termination of their Agreement (Sublicense) with New World, Customer will certify in writing to New World that it has discontinued use and has destroyed or will return to New World all copies of the ESRI Software and documentation. 6) Customer will comply fully with all relevant export laws and regulations of the United States to assure that the ESRI Software, or any direct product thereof, is not exported, directly or indirectly, in violation of United States law. 7) Customer will prohibit the removal or obscuring of any copyright, trademark notice, or restrictive legend. 8) If New World grants a Sublicense to the United States Government, the ESRI Software shall be provided with "Restricted Rights". 9) All Aegis/MSP Customers are required to use ESRI's ArcGIS suite of products to maintain GIS data. All maintenance, training and on-going support of this product will be contracted with and conducted by ESRI. Maintenance for ESRI's ArcGIS suite of products that are used for maintaining Customer's GIS data will be contracted by Customer separately with ESRI. 10) The on-going New World SSMA cost is required for any Aegis software changes related to integration with ESRI software. 11) If a new release of ESRI software is incorporated into the Aegis software, an associated upgrade fee may be required for the new ESRI software, depending on the potential cost from ESRI; and/or on the scope of effort required to integrate the new ESRI release with Aegis software. CONFIDENTIAL Agreement 011211 Aegis and Logos FINAL.docx Page 42 of 42 City of San Bernardino, CA 2011-18 PURCHASE AGREEMENT CITY OF SAN BERNARDINO and NEXUS INTEGRATED SYSTEMS, INC. This Purchase Agreement is entered into this 25th day of January, 2011, by and between Nexus Integration Systems ("Nexus") and the City of San Bernardino ("City" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the City to contract for the upgrade of the City's telephone system; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages Nexus to provide those products and services set forth on the Statement of Work, attached herein as Attachment" 1 " and fully incorporated herein, on the terms stated therein. 2. COMPENSA TION AND EXPENSES. a. For the products and/or services delineated above, the City, upon presentation of an invoice, shall pay the Nexus up to the amount of$396,060.71 for materials and equipment, installation labor, 9% sales tax and a one-year warranty, as set forth on Schedule "A" to the Statement of Work. b. No other expenditures made by Nexus shall be reimbursed by City. 3. TERM; TERMINATION. This project shall be commenced January 25th and shall be completed within 60 days from award, execution of agreements and progress payment. 4. INDEMNITY. Nexus agrees to and shall indemnify and hold the City, its elected officials, employees, , agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Nexus, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Nexus agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Nexus hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with San BemardinolNexus Agreement January 20,2011 2011-18 respect to third party claims against the Nexus relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, Nexus shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1 ,000,000.00 combined single limit, and shall file copies of said policies with the City's Risk Manager prior to undertaking any work under this Agreement. City shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer to give City at least thirty (30) days' notice of any change or termination in the policy. 7. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, Nexus shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. Nexus warrants that it possesses or shall obtain, and maintain a business registration certificate as required under Chapter 5 of the Municipal Code, and any other license, permits, qualifications, insurance and approval of whatever nature legally required of Nexus to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE City: 1. T. Director 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5947 TO Nexus: Mr. Daniel Hopkins or Mr. Thomas Lyon 27202 W. Turnberry Ln. Suite 100 Valencia, CA 91355 Telephone (949) 265-6045 daniel.hopkins@nexusis.com 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, San Bemardino/Nexus Agreement 2 January 20,2011 2011-18 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. Nexus shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the Nexus's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Nexus of Nexus's obligation to perform all other obligations to be performed by Nexus hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Eastern Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its " .. provlSlons. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without San BemardinolNexus Agreement 3 January 20, 2011 2011-18 waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: i.- 4~ , 2011 ~~~. Dated / -;;LL, , 2011 CITY OF SAN BERNARDINO By: Approved as to Form: James F. Penman, City Attorney San BemardinolNexus Agreement 4 January 20, 2011 , . 2011-18 Attachment "I" N E )~' US)) I' IrA\. Connect CoLlaborate Create Statement of Work Developing advanced technology solutions for your business PREPARED FOR: .. i "Su Ie' i. City of San Bernardino , NEC SV8S00 IP PBX SYSTEM REPLACEMENT & Contact Center -City Hall Site Versionl.0 1/19/2011 www.nexusis.comI800-536-2400Iinfo@nexusis.com II I II 1- . ~_ IL_- -P.~ ... . -. . - - .. - I ____~ _~.~..:: oJ r:-I~_- = -: -"""" I : 2011-18 TEAM CONTACT INFORMATION Larry Martin Senior Network Administrator Martin La@sbcitv.orQ (909) 384-5947 June Yotsuya IT Director Yotsuva Ju@sbcitv.orQ (909) 384-5947 Nexus Name Functional Responsibility Email Address Phone Nexus IS Inc. Distribution: Dan Hopkins Account Manager dan.hookins@nexusis.com (949) 265-6045 Don Shepherd Sales Engineer don.sheoherd@nexusis.com (949) 265-6116 ..... '---- I.~I .. r~- .-. - - --.- ...,....... = I~ 0" :.~ .. *-~-.~ - .-. - ~..I1 ~= 1- . $1- 2011-18 Document Control Author:Don Shepherd, Sales Engineer Nexus IS, Inc. Professional Services Change Authority: Nexus IS Professional Services Revision History The table below shows the revision history of this document. Version No. Issue Date Status Reason for Change 1.0 12/20/2010 Initial Draft 1.1 1/19/2011 DSS Added Call Back feature to Contact Center SOW for Water & Price Change reduction Review History The table below shows the review history of this document. I Rav_f," Datails , I Varsion No, I Data 2011-18 Nexus IS>> Statement of Work 1 Executive Summary This statement of work (SOW) identifies the services and activities to be performed by Nexus (and/or others as identified herein) relative to the installation and programming of a new NEC SV8500 IP PBX system at the City of San Bernardino - City Hall Site. The new SV8500 will replace the end-of-support NEC 2400 ICS system currently installed and providing service to the City Hall Facility. The UNIVERGE@ SV8500 communication server shows that it is possible to improve on a family of products that completely revolutionized the PBX market, the NEC 2400. UNIVERGE SV8500 ups the ante by adding more applications and features to improve productivity and streamline business processes. SAVINGS realized when migrating to the UNIVERGE SV8500: . License Migration customers will receive an equivalent amount (like for like licenses) when moving from the NEAX 2400 platform to the UNIVERGE SV8500. . Terminal Migration customers, existing Series E, Series i, Dterm@Cordless and SN716 Desk Console will work on the UNIVERGE SV8500. . Application Migration customers with existing Call Center applications, UC applications, OAI Applications, UA5200 and Wired-for-Wireless products will migrate to the UNIVERGE SV8500. . The NEAX 2400 End of Life has been announced; the UNIVERGE SV8500 is the "go forward" product for future development. With the end of NEAX 2400 and NEAX 2400 NTAC support (as announced in Dear Associate Letter 2000-09-106), this new system will again provide the City Hall site with a new system warranty and NEC NTAC support ongoing. . The IP design with Embedded VolP and SIP server provides support for IP stations and IP trunks, eliminating the requirement for more blades or additional chassis. As a pure IP system, the SV8500 scales seamlessly to thousands of ports. . New line-up of next generation UNIVERGE Terminals provides the freedom to tailor the platform and telephony applications to meet your customers evolving needs. Scalability and custOmization through modularity, investment protection with Standard 5 Year Terminal Warranty, XML open interface support and Bluetooth Handsets are just some of the benefits. . The UNIVERGE SV8500 is a true Global Product; organizations can take advantage of support for both VolP and traditional voice: deployment of a pure IP solution or any combination of IP and traditional technology. The new SV8500 platform will be an IP-enabled platform that will support VOIP deployments now. The new IVR system will be integrated into the new SV8500 IP platform via standard SIP ports (48). Existing circuit cards will migrate into the new SV8500 platform after a simple chip kit upgrade. Most of the circuit cards from the 2400 IPX will be reused in the new SV8500. The services, activities, and responsibilities described within the following sections herein characterize the full set of deliverables for this project, thus constitutes the working agreement between Nexus and CITY OF SAN BERNARDINO (Client). Every effort has been made to identify the scope of the project based on information made available during the engagement to create the SOW. CITY OF SAN BERNARDINO- Statement of Work Page 4 of 17 2011-18 Nexus IS>> Statement of Work 1.1 Nexus Profile Nexus, headquartered in Valencia, California has offices throughout California, Arizona, Oregon and Washington. The company employs more than 400 people and serves client organizations of all types and sizes in local, national and international markets. Nexus specializes in delivering innovative convergence solutions that provide businesses with a distinct competitive advantage. We understand the challenges posed by today's rapidly evolving technologies and leverage our extensive engineering team to help our clients meet these challenges. We work hard to understand the unique needs of each of our clients, and develop a personalized technology strategy to help them succeed. 1.2 Customer Profile City of San Bernardino The City of San Bernardino is a community rich in history and cultural diversity. Influences of Native Americans, Mexican settlers, Spanish missionaries and Mormon emigrants can still be seen throughout the City today. From the day in 1810 when Franciscan missionary Father Oumetz named the area San Bernardino to the present, San Bernardino - nestled south of the San Bernardino Mountains and west of the lower desert - has been recognized for its scenic beauty and strategic location. Today, the City of San Bernardino serves as the county seat and is the largest city in the County of San Bernardino with a population of over 205,000. The location of this project is The City of San Bernardino - City Hall facility located at: City of San Bernardino 300 North "0" Street San Bernardino, CA 92418 (909) 384-5211 Hours of ODeration MOrfday- Thursday 7:30 a.m. - 5:30 p.m. Closed Friday, Mayor's Office & Water Department open until 4:30, 2nd Floor Access CITY OF SAN BERNARDINO- Statement of Work Page 5 of17 2011-18 Nexus IS}) Statement of Work 2 Professional Services 2.1 Solution Overview The purpose of the proposed engagement is to assist CITY OF SAN BERNARDINO with the deployment of a new NEC SV8500 communications server and software solution. The system is designed to replace the existing NEC 2400 ICS at the existing City Hall Site and will support a new Contact Center Software solution, Unified Communications for Business (UCB). Existing circuit cards will be upgraded with chip kits and migrated to the new system as possible. Digital station sets will be reused throughout the City Hall facility and new IP sets will be deployed at some locations. 2.2 Scope SV8500 Communications Server At the City Hall Site, the SV8500 will replace an existing (End of Life/End of Support) 2400 les system that is no longer supported by the manufacturer, NEC America. Upgrades and patches are no longer available. The new SV8500 will be installed and programmed at the same location as the existing 2400 system. This proposal assumes that the existing Series E or Series I telephone sets will be reused and that those telephone sets are in working order. This proposal assumes that the replacement system will be a like-for-like replacement without significant changes to system programming of individual stations. A new Contact Center solution will be deployed (UCB) and extensive call flow, auto attendant and live attendant console applications will be developed and deployed. Agent tracking, reporting and monitoring will be supported, with agent supervisor capability to monitor and assist. The contact Center will be equipped for up to 80 concurrent agents logged in. Custom Announcements and detailed reporting will be provided. A site license for Agent Callback is included. A new centralized Unified Messaging server will be implemented to replace existing voice mail for up to 1200 users. This system will provide voice mail with Outlook integration for the City staff. All power sources, grounding and wall mounting space will be reused as appropriate. All existing cabling will be reused and no new station cabling is included in this proposal. The new SV8500 will connect to the existing NEC network via the existing CCIS circuits. On-Site System Administrator training for the SV8500 is included. The services, activities, and responsibilities described within the following sections herein characterize the full set of deliverables for this project, thus constitutes the working agreement between Nexus and CITY OF SAN BERNARDINO. Every effort has been made to identify the scope of the project based on information made available during the engagement to create the SOW. CITY OF SAN BERNARDINO- Statement of Work Page 6 of 17 2011-18 Nexus IS>> Statement of Work 2.3 Project Tasks Project Tasks Task CITY OF SAN Nexus BERNARDINO Kickoff meeting between CITY OF SAN BERNARDINO and X X Nexus Project Planning! Database Design session X X Equipment Delivery - Rack and Stack Equipment X Install SV8500 Server and OS - Program System X Integrate SV8500 to existing LANIWAN X X Install SV8500 Circuit Cards and cross connect X Install UCB servers and develop Contact Center Install Unified Messaging and set up end user mailboxes and auto attendants Install Metropolis Call Accounting software on customer- provided LAN connected workstation Test phones and consoles; Test trunks; Test CCIS X X Validate access to CCIS Network locations; validate X access to voicemail ; validate SMDR capture System Cut Over - place SV8500 into service X System Administrator Training X X Project Documentation Delivered X Project Acceptance Document Signed X X CITY OF SAN BERNARDINO- Statement of Work Page 7 of17 2011-18 Nexus IS>> Statement of Work 2.4 Documentation and Deliverables It is important to note that all documentation will be developed during the duration of the project. As a part of this SOW the below documentation will be provided. To customer from Nexus: < Statement of Work < As-Built Documentation < Software CDs and System Technical Documentation CDs To Nexus IS from customer: < < 2.5 Knowledge Transfer It is intended that the customer will designate appropriate personnel who are familiar with the project details and who will continue to maintain the systems after cutover. The knowledge transfer session(s) provide the basic understanding of how your system(s) operate. Knowledge transfer DOES NOT provide expert and/or advanced functionality administration. Client should NOT expect to troubleshoot advanced situations and upgrade their system(s) without assistance from Nexus. Nexus will provide four (4) administrative knowledge transfer session, for up to four (4) hours each, to accommodate up to six (6) attendees. The four sessions will cover PBX System Administration; Contact Center System Administration; Voice Mail System Administration and Call Accounting System Administration. This session will be conducted on the day after completion of go live support. If a lot of supervised (over-the-shoulder) knowledge transfer occurs during implementation, the amount of time spent on administrative knowledge transfer may vary. Signed Statement of Work Signed In-Service Acknowledgement Form 2.6 Cutover and first day in Service This statement of work and associated proposal provides for on-site cut over and first day in service support. 2~7 Project Completion Acceptance Criteria for this project are as follows: < Successful deployment of SV8500 server connected to existing LAN < Successful implementation of the City Hall Telephones and Telco Services < Successful integration to the Unified Messaging Platform < Successful integration to the UCB Contact Center < Successful testing of all trunks < Successful testing of CCIS Features < Successful capture of SMDR records from all systems on Metropolis Call Accounting < Successful backup of the City Hall SV8500 system database CITY OF SAN BERNARDINO- Statement of Work Page 8 of 17 2011-18 Nexus IS>> Statement of Work < Clean up and removal of old system components, delivered to a City of San Bernardino's representative As-Built Documentation and all system media delivered to City of San Bernardino's representative. In order to refuse acceptance of the services performed, CITY OF SAN BERNARDINO must provide Nexus with full details that show that services do not conform to the SOW. Nexus shall address such non- conformance in a timely manner. Nexus shall compile an action plan to correct any deficiencies and the process for acceptance detailed herein shall be repeated until such time as all deficiencies have been resolved and the services meet the requirements of the SOW. Acceptance may not be withheld due to defects in services that do not represent a material non-conformance with the requirements of the SOW. At the conclusion of the project, CITY OF SAN BERNARDINO will have deployed a solution as described throughout the various applicable contractual documents including but not limited to this Statement of Work. As acknowledgement that the system has been placed into commercial operation, CITY OF SAN BERNARDINO will sign an "In-service Acknowledgement" form, which may list certain minor items that were not yet able to be deployed. These items (if any) will also have documented due dates for the expected completion date. Other items listed could include as-built documentation and or drawings as applicable based on what was purchased in the agreement. 2.8 Post cutover Support Options The proposal includes 1 year of software support from the manufacturer. Nexus recommends that each Client consider the appropriate level of support for their implementation. The Nexus Support Services (NTAC) organizations are dedicated to providing several options that are designed to assist with your continued success after this consulting engagement has ended. Options for continued support can be discussed with your Account Executive and quoted at any time before, during or after the engagement. CITY OF SAN BERNARDINO- Statement of Work Page 9 of 17 2011-18 Nexus IS>> Statement of Work 3 Assumptions and Responsibilities The following assumptions were made to create this Statement of Work. Should any of these assumptions prove to be incorrect or incomplete then Nexus will request a change from THE CITY.. Any such modifications shall be managed by the Change Management Procedure described in Section 5. 3.1 General Assumptions < Project duration will be heavily dependent on equipment delivery and client readiness levels. < VPN access will be provided to Nexus resources (via WEB EX) to allow for work to be accomplished remotely when applicable. The quality of a VolP call depends on many factors, including network traffic, LANIWAN engineering (ie- setting up OoS across network, CODECS being used), and network carrier facilities. Business voice quality can be achieved with proper engineering and carrier SLA's in place (when involving WAN), but is not 100% guaranteed. Nexus understands that THE CITY. is currently waiting on budget approval for planned network upgrades. Current network performance is unknown. In order for VOIP quality to sustain acceptable levels, please note that Nexus IS recommends customers maintain SLA's with their network service provider for WAN services. Nexus IS cannot be held responsible for voice quality issues if the following network guidelines are not consistently met by the CUSTOMER and the network and/or the network service provider: o Network delay - maximum 180ms one-way between endpoints; o Network Jitter - <20ms between endpoints; o Packet Loss - maximum 1% between endpoints. o The network service provider should provide documentation of these parameters in order to verify that these guidelines are being met for WAN services. 3.2 Server Assumptions -< It is assumed that the SV8500 software will be deployed on all-new server equipment (server , provided within this proposed scope). Customer will provide rack space and a UPS for the server along with an Ethernet switch port and two static IP addresses for the NEC SV8500 (this server). < Customer will provide Nexus resources with IP addresses and a Guest Administrative account during the duration of the project as well as VPN access for ongoing System Administration. 3.3 Customer Responsibilities < Client will appoint and make available a single point of contact or project manager designated to work with Nexus for all aspects related to the completion of Services. Client agrees that the SP~C will have authority to act on behalf of Client. < Client will provide access to staff resources (dedicated or part time). < Client shall ensure that adequate access to workspace and resources (Le. Internet, telephone, etc.) is available at each facility where services will be provided by Nexus CITY OF SAN BERNARDINO- Statement of Work Page 10 of 17 2011-18 Nexus IS>> Statement of Work < Client will be responsible for all Network related configuration including VLANS. Customer will provide Nexus resources with IP addresses and a Guest Administrative account during the duration of the project as well as VPN access for ongoing System Administration. 3.4 Nexus Responsibilities < Nexus will ensure that consultants assigned to this project are certified and knowledgeable in the products and technologies outlined in this SOW. < Nexus will ensure that project issues are brought to the attention of the Client point of contact or project manager in a timely manner to ensure timely resolution with minimal Customer impact to the project timeline. 3.5 Project Management Responsibilities Upon execution of this SOW by both parties and Nexus' receipt of the executed SOW, signed Schedule A and Purchase Agreement from the customer, Nexus will determine the optimal start date and cutover/delivery date based on discussions with the Nexus sales team, project coordination resource, Nexus technical resources, and the customer. All Proiect manaaement will be performed remotelv. Status meetings/conference calls will typically be driven by the Nexus Project Manager. The Project Manager will organize and coordinate the following tasks including but not limited to: < The procurement, staging and delivery of the equipment purchased < The scheduling of Nexus resources < The coordination of required customer resources and associated tasks < The planning of installation activities utilizing the timeline established after the kick off meeting as the guide < Act as the single point of contact for change control, escalation and acceptance activities for the implementation team efforts defined within this SOW. 3.6 Project Kickoff The purpose of the project kickoff meeting is to transition the project from the design and purchase process to the implementation phase. The agenda of the meeting will include the review of the contract terms, and key project task areas. The key stakeholders need to attend to agree on roles and responsibilities, establish joint planning, and define short-term deliverables for both Nexus and the Customer. This is typically a remote meeting with the added attendance of the Nexus Advance Solutions Executive, Sales Engineer and Deployment Engineer(s) either live or remotely, as well as the customers' key stakeholders. At a minimum, the agenda will also include the following planning activities: < Validate the Bill of Materials as itemized on the agreement < Review various other specifics of this Statement of Work < Develop & verify the contact and escalation list CITY OF SAN BERNARDINO- Statement of Work Page 11 of 17 2011-18 Nexus IS>> Statement of Work < Communication plan that defines the understanding as to how Nexus and the customer agree to communicate on all project related information ranging from non-critical information to critical information. < Change Management Plan. This is how Nexus and the customer will manage changes during the project lifecycle. It is common for changes to occur during a project for a multitude of reasons and it is vital that a plan is in place to document and execute changes on a written change order as they arise. If changes occur that have an impact on the initial timeline, the Project Manager will make changes to reflect any associated milestone impacts that may arise as the direct result of the change(s). < Site test, acceptance process and criteria based on the scope of the project CITY OF SAN BERNARDINO. Statement of Work Page 12 of17 2011-18 Nexus IS>> Statement of Work 4 Project Team & Estimated Duration This section is an overview of the proposed project team, from a Nexus IS and client perspective, which is deemed necessary to complete the project. < Nexus Project Manager < Nexus Systems Engineer < Nexus Systems Support Team (engaged as needed) < CITY OF SAN BERNARDINO technical lead 4.1 Proposed Schedule The proposed start date provided in this statement of work is an estimate. The Project start date can be confirmed only after a signed copy of this agreement, along with a copy of a purchase order, are submitted to Nexus. Unless otherwise agreed upon by both parties, Nexus Professional Services generally require two (2) weeks' lead time to start a project. Once confirmed, changes to the scheduling of a project phase will be subject to terms outlined in the 'Cancellation Policy' section. The consulting services included in this project are based on a continuous work effort with no interruptions in team resource allocation. A "day" is defined as eight (8) hours of work conducted between 8am and 5pm in the local time zone. The work schedule may be adjusted by mutual agreement to accommodate Client work hours or special circumstances. Nexus will present a Project Schedule as a first deliverable once the SOW and Purchase agreements have been signed. CITY OF SAN BERNARDINO- Statement of Work Page 13 of17 2011-18 Nexus IS>> Statement of Work 5 Change Control It may become necessary to amend this SOW for reasons including, but not limited to, the following: < CITY OF SAN BERNARDINO changes to the SOW and/or specifications for the services. < CITY OF SAN BERNARDINO changes to the project plan. < Unavailability of resources that are beyond either party's control. < Environmental or architectural conditions not previously identified. In the event either party desires to change this SOW, the following procedures shall apply: The party requesting the change will deliver a Change Order Form to the other party. The Change Order Form will describe the nature of the change, the reason for the change, and the effect the change will have on the Statement of work, which may include changes to the deliverables and/or the schedule. < A Change Order Form may be initiated either by the Customer or by Nexus for any changes to the SOW. The Project Coordinator of the requesting party will review the proposed change with his/her counterpart. The parties will evaluate the Change Order Form and negotiate in good faith the changes to the services and the additional charges, if any, required to implement the change order. If both parties agree to implement the change order, the appropriate authorized representatives of the parties will sign the change order, indicating the acceptance of the changes by the parties. < Upon execution of the Change Order Form, the Change Order Form will be incorporated into the SOW. < Nexus is under no obligation to proceed with the Change Order Form until such time as the Change Order Form has been agreed upon by both parties. < Payment terms for all change orders are due within net 30 days of receipt of invoice. CITY OF SAN BERNARDINO- Statement of Work Page 14 of 17 2011-18 Nexus IS)) Statement of Work 6 Pricing Client is responsible for issuing a purchase order for both the project cost as well as estimated expenses (listed below) no later than thirty (30) business days prior to the start of the engagement. Equipment Total Sales Tax 8.75% Warranty (1 year) Shipping and Handling Labor/Services Total Total Investment 229,850.20 20,686.52 11,492.51 4,598.00 129.433.49 $396,060.72 CITY OF SAN BERNARDINO- Statement of Work Page 15 of17 2011-18 Nexus IS>> Statement of Work 7 Payment Terms and Conditions PAYMENT TERMS: Customer Initials 500/0 Due at signing 400/0 Due upon the receipt of Majority (+900/0) of materials 100/0 Due on Substantial Completion Project Completion Upon Nexus' completion of the professional services, Nexus shall notify City of San Bernardino of completion of a specific milestone or service performed by providing an In-Service Acknowledgement Form. City of San Bernardino has five (5) working days from the receipt of the In-Service Acknowledgement Form to schedule appropriate personnel to review the particular milestone or services performed and sign the In-Service Acknowledgement Form. Signing of the In-Service Acknowledgement Form, or City of San Bernardino's failure to respond to the form within the designated five (5) day period, signifies City of San Bernardino's acceptance of the milestone and that services have been performed as described in the In-Service Acknowledgement Form and in accordance with the SoW. In order to refuse acceptance of the services performed, City of San Bernardino must provide Nexus with full details that show that services do not conform to the SoW. Nexus shall address such non- conformance in a timely manner. Nexus shall compile an action plan to correct any deficiencies and the process for acceptance detailed herein shall be repeated until such time as all deficiencies have been resolved and the services meet the requirements of the SoW. Acceptance may not be withheld due to defects in services that do not represent a material non-conformance with the requirements of the SoW. At the conclusion of this project, City of San Bernardino will have deployed a solution as described throughout the various applicable contractual documents including but not limited to this Scope of Work. As acknowledgement that the system has been placed into commercial operation, City of San Bernardino will sign an "In-service Acknowledgement" form, which may list certain minor items that were not yet able to be deployed. These items (if any) will also have documented due dates for the expected completion date. Other items listed could include as-built documentation and or drawings as applicable based on wha\ was purchased in the agreement. Nexus IS Inc. warrants that the services shall be provided by competent personnel in accordance with applicable professional standards CITY OF SAN BERNARDINO- Statement of Work Page 16 of17 Nexus IS)) 2011-18 Statement of Work Statement of Work Sign off City of ~~(\. Ber,n~'dlno Agreement of Terms v/:~:r...~ I do hereby agree to the solution as set forth within this Statement of Work. Name: JUf/U ~ /3?t<y d../ Title:JpV(l-~ J7 Pn:dW Signature: (/'AJ -61./ //_,~ /1?J -F~ /-~ --;).~ l/ Date: APPROVED AS TO FORMa James F. PenlD8Dt City Attorney ~~J(\I~A.~eeme,nt I do hereby agree to the solution as set forth within this Statement of Work. Name: 1:::>0..,,,,~.-e1 ~~~l~ TItle~~ ~\~. Signature: _ - _ --' ~ Date: \. "1-~.. ~O\\ CITY OF SAN BERNARDINO- Statement of Work Page 17 of 17 2011-18 , N E l;c~o~,>> System Line Item List for City of San Bernardino SCHEDULE A - ORDER SUMMARY - SV8500 System MDxx to SV8500 Migration reusing existing Digital interface cards. Chipkit upgrade for Digital cards included. LINE # PART # QTY DESCRIPTION Sffotal Unit Pre Order I 8500001 I SV8500 SYSTEM (MIGRATION) 1,477,98 1,477,98 2 8510000 I SV8500 DVD 16.07 16.07 3 8510005 I 85-106 S3 MAIN SYSTEM 1,445.85 1,445.85 4 8510100 I SV8500 GENERIC SOFTWARE L1CENS 68.76 68.76 5 8510401 I SV8500 CCIS/FCCS NETWORK OPTIO 2,054.71 2,054.71 6 8510800 65 SV8500 IP ENDPOINT LICENSE 1,545.45 23.78 7 8510999 8 SV8500 384 PORT CAPACITY OPTIO 11,566.80 1,445.85 8 8520001 2 SCF-CPOO-A 10,233.41 5,116.70 9 8520004 2 SNI753 PWRMAC 1,461.92 730.96 10 8520005 I SCG-PCOO-A 908.48 908.48 II 8520006 I SCG-MOO-A 375.92 375.92 12 8520009 2 SCG-GTOI-A 1,127.76 563.88 13 8520010 I SCG-IOOO-A 824.94 824.94 14 8520011 7 UNIVERGE SV8500 PIR 9,794.83 1,399.26 15 8520012 I UNIVERGE SV8500 TSWR 4,072.48 4,072.48 16 8520014 2 UNlVERGE SV8500 F ANU(V) 1,545.45 772.73 17 8520016 3 SNI749 BASEUD-A 1,472.36 490.79 18 8520022 I SV8500 L-SPARE FUSE A 137.20 137.20 19 8520023 2 UNIV +80 V MESSAGE POWER UNIT- 1,024.95 512.47 20 8520025 2 CF-2G-A PROGRAMMED 438.57 219.29 21 8520027 I SCG-M02-A 465.89 465.89 22 8522001 4 SPH-SWI2 TSW-UA 7,306.36 1,826.59 23 8522002 14 PH-PC36 5,244.90 374.64 24 8522004 7 PA-PW55-C 2,402.04 343.15 25 8522005 7 PA-PW54-C 3,200.47 457.21 26 8522006 2 PH-PWI4 387.49 193,74 27 8522007 2 SPH-GT09 1,096.28 548.14 28 8522008 2 SPA-8RSTAD-A 1,664.33 832.17 29 8522012 I SPA-4DATBA-B 451.43 451.43 30 8522023 2 PH-CK20 PLO 1,187.52 593.76 31 8522028 2 SPH-PC20B-A 806.46 403.23 32 8524003 2 SPA-16COTBEB-A 3,378.79 1,689.40 33 8524005 I SPA-DTIC-A 1,278.45 1,278.45 34 8524008 2 SPA-PRTC-B 5,022.56 2,511.28 35 8524011 I SPA-32IPPADB 2,465.66 2,465.66 36 8525008 I SN716 DESK CONSOLE PACKAGE 947.19 947.19 37 8528005 I DI5F EXALM CA-A 91.89 91.89 38 8528006 5 015 ST CA-A 349.82 69.96 39 8528010 14 MT24-D25 CA-A 950.24 67.87 40 8528011 14 037-025 CA-A 2,251.35 160.81 41 8528012 2 037 EXCLK CA-A 313.27 156.63 42 8528013 2 037-SC50 CA-B 329.98 164.99 43 8528014 2 015 ST-FCA-C 288.21 144.10 44 8528015 7 3P PWR CA-A 146.19 20.88 45 8528016 7 3P PWR CA-B 146.19 20.88 46 8528017 I SV 4PORT CA-A 250.61 250.61 47 8528019 3 SV8500 GC POWER CABLE KIT - DC 120.49 40.16 48 8528020 I 015 ST CA(S)-A 73.10 73.10 49 8528400 I 2400 RS-232C CA-I 40.81 40.81 50 8530201 2 SPA-16ELCN-C 4,488.56 2,244.28 51 8535100 5 CHIP KIT SP-3125 (16ELCH PROG- 963.90 192.78 52 8535103 I CHIP KIT SP-3935 (16ELCJB PROG 240.98 240.98 53 8535250 I CHIP KIT SP-3010 (24DTR PROG-A 38.56 38.56 54 8535285 5 CHIP KIT SW-2OO (24CCT PROG-A) 192.78 38.56 55 8540091 I SV8500 REPLACING MMG SYSTEM 0.00 0.00 56 8540100 I SV8500 LICENSE TRANSFER 1,606.50 1,606.50 57 APPLICATION SERVER ITEMS 58 542216 2 EXPRESS5800 2U1WIN OS/SILVER 7,966.01 3,983.00 59 APPS I ITEMS 60 225316 I UCB 5.0 CORE SW (USB) 54.40 54.40 61 225200 1200 UC4B PER USER LICENSE 15,541.58 12.95 62 225201 I CT CONTROL-5 USER BASE 3,899.21 3,899.21 63 225202 15 CT CONTROL-5 USER AO 16,363.99 1,090.93 64 225204 I AGENT DESKTOP-5 USER BASE 2,746.54 2,746.54 65 225205 15 AGENT DESKTOP-5 USER AO 16,363.99 1,090.93 66 225207 I CUSTOM ANNOUNCE-4 PORT BASE 5,070.0 I 5,070.0 I 67 225208 3 CUSTOM ANNOUNCE-4 PORT AO 5,082.10 1,694.03 68 225210 I CALLBACK-PER SITE LICENSE 7,033.86 7,033.86 69 225236 I NEC SOFT PORTS ENABLED(FIRST 4 482.22 482.22 70 225237 9 NEC SFT PTS ENABLED(PER AO 4 P 5,777.58 64 1.95 71 225239 I DASHBOARD-5 USER BASE 962.28 962.28 72 225248 I CONSOLE-I USER BASE 1,813.18 1,813.18 73 TERMINAL ITEMS 74 680010 26 DTL-8LD-I (BK) TEL 4,076.28 156.78 75 780135 I AC-2R 11.23 11.23 76 220500301 I MNT UCB/QM I-YEAR CONTRACT 0.00 0.00 77 390000301 I MNT SINGLE YEAR CONTRACT 0.00 0.00 78 ASSOCIA TE MAINTENANCE ITEMS lof2 copy ofMQ356516-1-2 City of San Bernardino SV8500 migration reusing existing NisiIal\BcjdlB:~<I'IlJjJIidiFtIlilll81Btion 1/19/2011 2011-18 N E ,~~~ ~.,~) System Line Item List for City of San Bernardino SCHEDULE A - ORDER SUMMAR Y - SV8500 System MDxx to SV8500 Migration reusing existing Digital interface cards. Chipkit upgrade for Digital cards included. LINE # PART # QTY DESCRIPTION 79 220500081 809 MNT UCB/QM SW PREMIUM APS I 80 8510999081 96 MNT SV8500 SW PREMIUM APS 81 Miscellaneous Installation Hardware 82 'iEX-25PX50I 80DEC 86 25PX50-180 Amphenol Cables 83 AMP-558842-1 I AMP 100-Pair II OConnect Wiring Block 84 AMP-558402-1 450 AMP II0Connect 5-Pair Terminating Block 85 AMP-558843-1 7 AMP 300-Pair II0Connect Wiring Block 86 Metropolis Call Accountin!! Hardware & Software 87 OfficeWatch Enterprise Software (Needed for Munt Site) 88 OWE2000 OfficeWatch Enterprise Software Up to 2000 Extensions 89 Chatsworth Equipment Racks 90 55053-503 Chatsworth 19" X 7' Standard Floor Equipment Rack 91 999999 Miscellaneous Material Per Rack 92 Miscellaneous EQuinment 93 NEC-200208 32 SPA-16LCBJ-B 94 Credits 95 9999999 NEC Software Discount 96 Sffotal Unit Pre Order 11,649.60 14.40 6,220.80 64.80 3,508.80 14.40 29 \.60 200.76 40.80 14.40 0.65 28.68 11,021.25 11,021.25 111.61 60.00 111.61 60.00 16,896.00 528.00 -15,152.19 0.00 Equipment Total Sales Tax 9% Warranty Shipping and Handling Labor/Services Total Total Investment 229,850.20 20,686.52 11,492.51 4,598.00 129.433.49 396,060.71 This price includes material, installation labor, 9% sales tax, and a one year warranty. This quote is valid until Sunday, March 20, 2011 Authorized Nexus IS Entity Signature Payment Terml 50% / $198030.36 Payment Term2 40% / $158424.28 Payment Term3 10% / $39606.07 Payment Term4 0% / $0 Authorized Customer Signature The Customer's signature acknowledges that the Customer has read and accepted the terms and conditions of the above referenced contract, the customer authorizes Nexus IS to obtain credit information prior to accepting this order. Copy ofMQ356516-1-2 City of San Bernardino SV8500 migration reusing existing N;p.lISQJliB:J<PIbJ>tidlll1llillllltlli11on 20f2 1/19/2011 . l 2011-18 Im~,~f:-_..~~. u W/ r~ \1....) . I! !....' 1 NEW TELEPHONE EQUIPMENTPURCHASE I u q ... 31 2811 MEMORANDUM OF UNDERSTANDING I-~. _~'_,_"_,' _;--m_ - ~ ..... ~ ~ . .:'. ,-',. - ' :...- THIS MEMORANDUM OF UNDERSTANDING (MOU) is made and entered into this 24th day of 1 ,~1 2 3 4 January, 2011, by and between the City of San Bernardino, a charter city (City) and San Bernardino Board of 5 Water Commissioners, by and through the City of San Bernardino Municipal Water Department. (Department), 6 sometimes jointly referred to herein as the "Parties". 7 Recitations: 8 WHEREAS, the City and the Department are discrete entities pursuant to the Charter of the City of San 9 Bernardino; and 10 WHEREAS, both Parties agree that the existing telephone system cannot offer the type of technology 11 necessary to effectively support the requirements of existing customers of the Department or the citizens of the 12 City; and, 13 WHEREAS, both Parties agree that a complete replacement of the telephone system at this time would 14 be very costly and would require installation of new cable; and 15 WHEREAS, both Parties seek to address the most immediate needs of the either Party and to address 16 the life span of the existing telephone system hardware; and 1 7 WHEREAS, it is acknowledged that a phased upgrade to the existing telephone system resulting in an 18 immediate improvement of the core telephone switch hardware and software in City Hall is more cost effective 19 in the near term; and 20 WHEREAS, this minimum upgrade would position the Parties to allow for the reuse of most of the 21 existing telephone hardware until such time a system overall can be implemented; and 2 2 WHEREAS, The Department has agreed to fully purchase the proposed telephone switch upgrade at a 23 total approximate cost of $400,000 and the City has agreed to pay the Department its share of ownership in the 24 upgrade $220,000 (55%); and 25 NOW THEREFORE, it is hereby agreed by the Parties as follows: 26 1. ACQUISITION. The Department shall fully purchase the proposed telephone switch upgrade at a total 27 cost of $400,000 from the Nexus Corporation before March 30, 2011. 28 2. TERMS: The City shall pay the Department $44,000 on or before January 30,2012 and hereinafter annually for a term of five years totaling $220,000 at the conclusion of the five year payment plan in January Page 1 of 2 25 26 27 28 ,. 2011-18 1 2017. Both Parties' respective share of ownership shall be established upon the immediate purchase of the 2 telephone upgrade by the Department. 3 3. FEATURES: The initial features include a schedule of work as attached in Exhibit A. The Department 4 shall pay for any additional functional features of the telephone system that they deem to use for their specific 5 needs. The purchase of additional telephone functions to the system upgrade does not change the percentage of 6 ownership of either party. 7 4. MAINTENANCE: Any maintenance costs that not covered by existing maintenance agreements shall be 8 paid for by both Parties based on their respective share of ownership. 9 5. LIABILITY: The City shall bear all costs and shall indemnify and hold harmless the Board and its agents 10 of any claim, action or liability arising from the creation of this document or performance of the requirements 11 hereof by the Parties. 12 This MOU is executed by and between the City and the Department for the provision of services defined 13 above. 14 15 16 CITY OF SAN BERNARDINO BOARD OF WATER COMMISSIONERS 17 Date: I / z,r. I ;LDI I TO~~S~) rv y(~~ Robin L. Ohama, Deputy City Clerk & Ex-Officio Secretary 18 19 20 Date:. I/J..~/JI 21 22 23 Date: /-cR~-lk_ 24 Approved as to Form: ATTEST: ~~ R chel Clark, City Clerk ~ .~ ~/---- a es F. Penman, City Attorney Page 2 of 2 ~ 2011-18 Exhibit A N E l~p~G~'~~ System Line Item List for City of San Bernardino SCHEDULE A - ORDER SUMMARY -SV8500System MDxx to SV8500 Migration reusing existing Digital interface cards. Chipkit upgrade for Digital cards included. LINE # PART # TY DESCRIPTION I 5 I V 5 TEM MIG ,77. I, 77.9 2 8510000 I SV8500DVD 16.07 16.07 3 8510005 I 85-106 S3 MAIN SYSTEM 1,445.85 1,445.85 4 8510100 I SV8500 GENERIC SOFTWARE LICENS 68.76 68.76 5 8510401 I SV8500 CCIS/FCCS NETWORK OPTIO 2,054.71 2,054.71 6 8510800 65 SV8500 IP ENDPOINT LICENSE 1,545.45 23.78 7 8510999 8 SV8500 384 PORT CAPACITY OPTIO 11,566.80 1,445.85 8 8520001 2 SCF-CPOO-A 10,233.41 5,116.70 9 8520004 2 SNI753 PWRMAC 1,461.92 730.96 10 8520005 I SCG-PCOO-A 908.48 908.48 II 8520006 I SCG-MOO-A 375.92 375.92 12 8520009 2 SCG-GTOI-A 1,127.76 563.88 13 8520010 I SCG-IOOO-A 824.94 824.94 14 8520011 7 UNIVERGE SV8500 PIR 9,794.83 1,399.26 15 8520012 I UNIVERGE SV8500 TSWR 4,072.48 4,072.48 16 8520014 2 UNIVERGE SV8500 FANU(V) 1,545.45 772. 73 17 8520016 3 SNI749 BASEUD-A 1,472.36 490.79 18 8520022 I SV8500 L-SPARE FUSE A 137.20 137.20 19 8520023 2 UNIV +80 V MESSAGE POWER UNIT- 1,024.95 512.47 20 8520025 2 CF-2G-A PROGRAMMED 438.57 219.29 21 8520027 I SCG-M02-A 465.89 465.89 22 8522001 4 SPH-SWI2 TSW-UA 7,306.36 1,826.59 23 8522002 14 PH-PC36 5,244.90 374.64 24 8522004 7 PA-PW55-C 2,402.04 343.15 25 8522005 7 PA-PW54-C 3,200.47 457.21 26 8522006 2 PH-PWI4 387.49 193.74 27 8522007 2 SPH-GT09 1,096.28 548.14 28 8522008 2 SPA-8RSTAD-A 1,664.33 832.17 29 8522012 I SPA-4DATBA-B 451.43 451.43 30 8522023 2 PH-CK20 PLO 1,187.52 593.76 31 8522028 2 SPH-PC20B-A 806.46 403.23 32 8524003 2 SPA-16COTBEB-A 3,378.79 1,689.40 33 8524005 I SPA-DTIC-A 1,278.45 1,278.45 34 8524008 2 SPA-PRTC-B 5,022.56 2,511.28 35 8524011 I SPA-32IPPADB 2,465.66 2,465.66 36 8525008 I SN716 DESK CONSOLE PACKAGE 947.19 947.19 37 8528005 I DI5F EXALM CA-A 91.89 91.89 38 8528006 5 015 ST CA-A 349.82 69.96 39 8528010 14 MT24-025 CA-A 950.24 67.87 40 85280 II 14 037-025 CA-A 2,251.35 160.81 41 8528012 2 037 EXCLK CA-A 313.27 156.63 42 8528013 2 D37-SC50 CA-B 329.98 164.99 43 8528014 2 015 ST-F CA-C 288.21 144.10 44 8528015 7 3P PWR CA-A 146.19 20.88 45 8528016 7 3P PWR CA-B 146.19 20.88 46 8528017 I SV 4PORT CA-A 250.61 250.61 47 8528019 3 SV8500 GC POWER CABLE KIT - DC 120.49 40.16 48 8528020 I 015 ST CA(S)-A 73.10 73.10 49 8528400 I 2400 RS-232C CA-I 40.81 40.81 50 8530201 2 SPA-16ELCN-C 4,488.56 2,244.28 51 8535100 5 CIDP KIT SP-3125 (16ELCH PROG- 963.90 192.78 52 8535103 I CIDP KIT SP-3935 (16ELCJB PROG 240.98 240.98 53 8535250 I CHIP KIT SP-3010 (24DTR PROG-A 38.56 38.56 54 8535285 5 CHIP KIT SW-200 (24CCT PROG-A) 192.78 38.56 55 8540091 I SV8500 REPLACING MMG SYSTEM 0.00 0.00 56 8540100 I SV8500 LICENSE TRANSFER 1,606.50 1,606.50 57 APPLICATION SERVER ITEMS 58 542216 2 EXPRESS5800 2U/WIN OS/SIL VER 7,966.01 3,983.00 59 APPS I ITEMS 60 225316 I UCB 5.0 CORE SW (USB) 54.40 54.40 61 225200 1200 UC4B PER USER LICENSE 15,541.58 12.95 62 225201 I CT CONTROL-5 USER BASE 3,899.21 3,899.21 63 225202 15 CT CONTROL-5 USER AO 16,363.99 1,090.93 64 225204 I AGENT DESKTOP-5 USER BASE 2,746.54 2,746.54 65 225205 15 AGENT DESKTOP-5 USER AO 16,363.99 1,090.93 66 225207 I CUSTOM ANNOUNCE-4 PORT BASE 5,070.01 5,070.01 67 225208 3 CUSTOM ANNOUNCE-4 PORT AO 5,082.10 1,694.03 68 225210 I CALLBACK-PER SITE LICENSE 7,033.86 7,033.86 69 225236 I NEC SOFT PORTS ENABLED(FIRST 4 482.22 482.22 70 225237 9 NEC SFT PTS ENABLED(PER AO 4 P 5,777.58 641.95 71 225239 I DASHBOARD-5 USER BASE 962.28 962.28 72 225248 I CONSOLE-I USER BASE 1,813.18 1,813.18 73 TERMINAL ITEMS 74 680010 26 DTL-8LD-I (BK) TEL 4,076.28 156.78 75 780135 I AC-2R 11.23 11.23 76 220500301 I MNT UCB/QM I-YEAR CONTRACT 0.00 0.00 77 390000301 I MNT SINGLE YEAR CONTRACT 0.00 0.00 78 ASSOCIATE MAINTENANCE ITEMS 10f2 Copy of MQ356516-1-2 City of San Bernardino SV8500 migration reusing existing NisilaI!&lrIiB:~~lidlbj llilll8>fiItion 1/19/2011 N E l;e!J)~,~~., 2011-18 ~ . System Line Item List for City of San Bernardino SCHEDULE A - ORDER SUMMARY - SV8500 System MDxx to SV8500 Migration reusing existing Digital interface cards. Chipkit upgrade for Digital cards included. LINE # PART # TV DESCRIPTION 79 220500081 809 MNT UCB/QM SW PREMIUM APS I 80 8510999081 96 MNT SV8500 SW PREMIUM APS 81 Miscellaneous Installation Hardware 82 'iEX-25PX50180DEC 86 25PX50-180 Arnphenol Cables 83 AMP-558842-1 I AMP 100-Pair II0Connect Wiring Block 84 AMP-558402-1 450 AMP II0Connect 5-Pair Terminating Block 85 AMP-558843-1 7 AMP 300-Pair llOConnect Wiring Block 86 Metrooolis Call Accountinl! Hardware & Software 87 OfficeWatch Enterorise Software (Needed for Mulit Site) 88 OWE2000 OfficeWatch Enterprise Software Up to 2000 Extensions 89 Chatsworth Eouioment Racks 90 55053-503 Chatsworth 19" X 7' Standard Floor Equipment Rack 91 999999 Miscellaneous Material Per Rack 92 Miscellaneous Eouioment 93 NEC-200208 32 SPA-16LCBJ-B 94 Cn~~ 95 9999999 NEC Software Discount 96 $/Total Unit Pre Order 11,649.60 14.40 6,220.80 64.80 3,508.80 14.40 291.60 200.76 40.80 14.40 0.65 28.68 11 ,021.25 11 ,021.25 111.61 60.00 111.61 60.00 16,896.00 528.00 -15,152.19 0.00 EquIpment Total Sales Tax 9% Warranty Shipping and Handling Labor/Services Total Total Investment 229,850.20 20,686.52 11,492.51 4,598.00 129.433.49 396,060.71 This price includes material, installation labor, 9% sales tax, and a one year warranty. 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