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HomeMy WebLinkAboutModification to Software License Augusta Richmond GA DOCUMENTNAME:~\-nccmC)'() m ~~xe \\<:..e.()~-e, DOCUMENTTYPE:~~~ YEAR: CD BOX NUMBER: \ \ FILE NUMBER: \5 \Lo8 NUMBER OF PAGES: :J,-~ 1.::-- 7 ......."- \ . ,- New World Systems™ November 16. 2000 MODIFICATION TO SOFfW ARE LICENSE AGREEMENT(S) TO SUBSTITUTE USE OF ffiM AS/400 AND MOBILE SOFIWARE Mr. Clifford Rushton, Director of Information Technology Augusta, Georgia 530 Greene Street Augusta, GA 30911 Dear Mr. Rushton: Per the terms and conditions of the June, 1998 Standard Software License and Services Agreement (Agreement) currently in effect, the Agreement is modified to provide Customer the ability to substitute New World's AS/400 and RS/6000 software products as the Licensed Products within the Agreement. With this change, the computer defined in the Agreement is changed to an IBM AS/400 and an IBM RS/6000. Also per the terms of the Agreement, the attached Exhibits (A, B, C, D, E, F, G, H, I, and J) replace and supercede the Exhibits in the June, 1998 Agreement. Exhibits K, L, M, and N are new Exhibits. Unless specifically changed in the attached Exhibits, all other Terms and Conditions from the June, 1998 Agreement will continue to apply. Please acknowledge the change and our understanding on the services by the appropriate signature below. Sincerely, NEW WORLD SYSTEMS CORPORATION AGREED AND ACCEPTED: NEW~O D SYSTE~'f2JlPO~TION By:~ ~. Title: - I ~ Date: /1- 2.0 -2t!Jf!J0 Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. CONFIDENTIAL SlnIn5fa- agreemcnl-m,.DOC Augusta, Georgia ~ . EXHIBIT A LICENSED STANDARD SOFIW ARE AND FEES A. Application Packaee(s) 1. Aegis4b Combined Multi-Jurisdictional Law Enforcement/Fire/EMS Computer Aided Dispatch - Unit Status Monitors and Unit Recommendations - Goo-File Verification and Location Alerts - Note Pads and Tone Alerts - Hazardous Alerts - Interface to Aegis Records - Interface to ESRI Mapping - Run Cards 2, Additional Aegis4b Software for Computer Aided Dispatch1 - E-911 Interface2 - Wrecker Rotation 3. Aegis4b Single Jurisdiction Base Law Enforcement Records - Incident Tracking - Arrest - PersonneVEducation - Case Processing - Wants and Warrants - Traffic Tickets and Citations - Property - Accidents - Federal Reports (UCRlIBR) - Business Registry - Impounded Vehicles 4, Additional Modules for Aegis4b Law Enforcement Records Software - Case Management - Pawn Shops - Field Investigations - Gun Permits - Bookings - Index Cards - Computer Aided Investigations - Goo-File Verification - Word Interface 5, Aegis4b Third Party Interface Software CAD - Zetron Encoder InterfacelModel 3030 6. Aegis4b Public Safety State Interface SoftwareJ - AS/400 State/NCIC Interface - On-Line CAD Interface to State/NCIC - On-Line Wants & Warrants Interface to State/NCIC - On-Line Property Checks Interface to State/NCIC CONFIDENTIAL Stmnsf... agrecmerrt-mh,DOC $25,000 $13,000 $13,000 $13,000 Cost $170,000 $15,000 $10,000 $165,000 $100,000 $13,000 $64,000 Augusta, Georgia \ . Exhibit A/LICENSED STANDARD SOFIW ARE AND FEES Page 2 7. Hermes 'I'M Mobile Software on the RSl60004 - MDTIMCf Base Message SwitchS,6 to NCIC (up to 100 devices) $85,000 S, Hermes'OJ Mobile Computing (MCl) Software for Laptops (SO Units)4,7,8,9 - Law Enforcement StatelNCIC via Switch $500 (per unit) Volume Device Discount $200 (per unit) $300 (per unit) $24,000 9, Hermes™ Mobile Software for the AS/4004 - MDTIMCf Base Law Enforcement CAD Interface $20,000 10, Hermes 'I'M Mobile Software on the RSl6000 4 - MDTIMCf New World CAD Interface (up to ]00 devices) $10,000 11, Hermes™ Mobile Computing (MCl) Software for Laptops (SO Units)4,7,8,9 - Law Enforcement CAD via Switch $750 (per unit) Volume Device Discount $300 (per unit) $450 (per unit) $36,000 NEW WORLD STANDARD SOFIW ARE LICENSE FEE1o,JI $720,000 NOTE: Except for Hennes Mobile Products, the AS/400 Licensed Standard Software provides for unlimited users. ENDNOTES Does not include any required third party equipment or software. 2 Supports most E-911 Systems including Positron, AT&T, Pro-Tel, Plant Equipment, HP/GTE and Motorola. New World covenants and represents that such software will support current Augusta Positron Lifeline System. J Customer is responsible for obtaining the necessary State approval and afT)! non-New World hardware and software. 4 Source Code is not available on message switch and mobile software. All Source Codes are in escrow. 5 Does not include RS/6000. Please see the attached hardware configurationfor the RS/6000 Message Switch components. 6 Currently supporting Motorola, Data Radio, CDPD and Electrocom Mobile Communication solutions only. 7 Budgeting estimate for laptops: $8,000 for ruggedized includes laptop, external modem mounted in vehicle and mounts; $ 7, 000 for standard includes laptop, external modem mounted in vehicle and mounts. 8 Includes licenses for 80 Units: 80 Field Units. 9 Customer is responsible for obtaining the laptop units, modems, etc, /0 Prices assume that all software proposed is licensed. JJ Any taxes imposed are the responsibility of the purchaser and will be remitted when imposed. CONFIDENTIAL StnIllsf... agr<emenl-rllh,DOC Augusta, Georgia Exhibit A1LICENSED STANDARD SOFIWARE AND FEES Page 3 B, License Fee Pavment Scbedule for Ucensed Standard Software and Documentation Exhibit L details Customer payments including any ammmts for Licensed products. CONFIDENTIAL 5tmnsfer agr=nenl-rnhDOC Augusta, Georgia EXHlBITB PROJECT MANAGEMENT. INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES I. Proiect Man32ement Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer's management and the Customer liaison. Project Management Services include: (a) a summary level Implementation Plan; (b) a detail level Implementation Plan; (c) revised Implementation Plans (if required); (d) monthly project status reports; and (e) Project Status meetings 3 progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and 3 a project close out meeting at Customer's location to conclude the project. To implement the Exhibit A applications, the project management cost is included in Exhibit L This includes all New World travel costs, including travel required to perfonn services in other Exhibits of this Agreement. Once the Exhibit A applications are accepted as defined in Exhibit I, any further costs by New World personnel for services are not included. 2. Trainine and Installation Support Hours Recommended Allocating adequate support service hours for each application of Licensed Standard Software listed on Exhibit A is not only recommended but also is critical for a successful installation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A, 320 hours of New World installation and training support services have been allocated. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended installation and training support services include: (a) Installation of each package of Licensed Standard Software; (b) Customer training and/or assistance in testing for each package of Licensed Standard Software; (c) Assistance as Customer is going "live" provided Customer does not unreasonably delay the scheduling of "live" implementation; and (d) Technical training on the AS/400 and RS/6000 for Customer's IT Department, to include: . Training on basic system administration . Training on how to do a system save (backup) . Training on how to initiate use ofECS (Electronic Customer Support) . An overview on AS/400 security The project management and installation support services are perfonned at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are perfonned in Troy). The 320 hours of support services may not be exceeded without the written approval of Customer. All training shall be performed at Customer's premises. lfthe 320 hours are used and acceptance as defined in Exhibit I has not occurred, then New World shall continue to supply additional hours at its cost until acceptance occurs. 3. Support Service Fees Estimate The 320 hours of training and installation support services cost is included in Exhibit L. If the 320 hours are used and acceptance as defined in Exhibit I has not occurred, then New World shall continue to supply additional hours at its cost until acceptance occurs. Additional services are also available at the rate of $140 per hour. This rate is protected for one year from the date New World executes this Agreement. After one year, Customer shall pay the then-current hourly rate for all Exhibit B support services rendered. CONFIDENTIAL 5transfer agreement-rah.DOC Augusta, Georgia Exhibit B/PROJECf MANAGEMENT, INST ALLA nON AND TRAINING SUPPORT SERVICES AND FEES Page 2 Based on the services suggested above and the time estimated, the Project Management, and Training and Installation Support Service cost for Exhibit A applications will be covered under Exhibit L. (The 320 hours will include actual employee travel time for Installation and Training up to but not exceeding four (4) hours per Customer visit) ANY PAYMENTS UNDER EXlDBIT B (IF ANY) ARE DUE NO LATER THAN 30 DAYS FROM RECEIPT OF INVOICE, CONFIDENTIAL 5trnnsfer agreement--mh.DOC Augusta, Georgia EXHIBIT C STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems7 Corporation (New World) and Aueusta. Geowa (Customer) sets forth the standard software maintenance support services provided by New World. 1. Service Period This SSMA shall remain in effect for a period of three (3) years beginning on January I, 2001 (the start date) and ending on the same calendar date three (3) years after the start date. 2. Services Included The following services or features are available under this SSMA: (a) Upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed Standard Software application packages are supported no longer than twelve (12) months after a new release is announced by New World); (b) Temporary fixes to Licensed Standard Software (see paragraph 6 below); (c) Revisions to Licensed Documentation; (d) Reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone); plus 7x24 hour telephone support for CAD and Hermes Mobile products; and (e) Invitation to and participation in user group meetings. Items a, b, and c above will be distributed to Customer on electronic media (via CDRom, phone lines, etc.) or other means, as appropriate. Additional support services are available as requested by Customer using the then-current hourly rates or applicable fees. Exhibit B has a description of support services available. 3. Maintenance for Modified Licensed Standard Software and Custom Software Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software, these changes or modifications (no matter who makes them) make the modified Licensed Standard Software more difficult to maintain, If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request, or for prior release of New World's software, then the additional New World maintenance or support services provided shall be billed at the then-current Exhibit B hourly fees plus reasonable expenses. 4. Billioe: Maintenance costs will be billed annually on January I as described in paragraph 7 below. (Any additional Exhibit B support or service hours and travel costs 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 ninety (90) days after it is installed at Customer's location. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter. CONFIDENTIAL 5lmlSfer agreemenl-rahDOC Augusta, Georgia Exhibit C/STANDARD SOFIW ARE MAINTENANCE AGREEMENT Page 2 6. Requests for Software Correction on Licensed Standard Software At any time during the ninety (90) day warranty period or 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. New World will review the documented notice and when a feature or report does not conform to the published specifications, New World will provide software correction service at no charge. (See paragraph 4.0 of the General Terms and Conditions of this Agreement for the New World warranties provided). A non-warranty request is handled as a billable Request for Service (RFS) (see Exhibit B). The no charge software correction service does not apply to any of the following: (a) situations 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. 7. Maintenance Costs for licensed Standard Software Packae:es Covered for mM AS/400 Model 720-2061 and RS/6000 New World agrees to provide software maintenance at the costs listed below for the following New World Licensed Standard Software packages installed at Customer's location: Application Packa2e Number of Modules I. Aegis@ Combined Multi-Jurisdictional Law Enforcement 6 FirelEMS Computer Aided Dispatch 2. Additional Aegis@ Software for Computer Aided Dispatch 2 3. Aegis@ Single Jurisdiction Base Law Enforcement Records 13 4. Additional Modules for Aegis@ Law Enforcement Records Software 7 5. Aegis@ Third Party Interface Software I 6. Aegis@ Public Safety State Interface Software 4 7. Hennes'DI Mobile Software on the RS/6000 I 8. HennesTM Mobile Computing (MCT) Software for Laptops I 9. Hennes'DI Mobile Software for the AS/400 I 10. Hermes™ Mobile Software on the RS/6000 I 1 I. Hennes™ Mobile Computing (MCT) Software for Laptops I TOTAL LIST COST: $ 720.000 STANDARD ANNUAL MAINTENANCE COST: $120.000 Year 1 (2001) No charge Year 2 (2002) $130,000 Year 3 (2003) $130,000 Note: Emergency124 hour support is included for CAD and Hermes Mobile Products, ALL PAYMENTS ARE DUE 1HIRlY (30) DAYS FROM RECEIPT OF INVOICE. CONFIDENTIAL 5transfer agreemenl-rah,DOC Augusta, Georgia EXHIBITD NEW WORLD SYSTEMS7 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 Systems1 Corporation (N~w World) proprietary and/or confidential infurmation Install~d at: Anl!nsta. Geol'l!ia Customer Name Located at: 530 Greene Street AulUlsta. GA 30911 Autborized Slgnatnre orCustom~r: Nam~ (PI~ase Print or Type) TItl~ Slgnator~ 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: I. No copies in any form will be made of N~w World proprietary or confidential information without the expressed written consent of New World's President, including without limitation, the following: Program Libraries, whether source code or object code; Operating Control Language; Test or Sample Files; Program Listings; Record Layouts; All written confidential or proprietary infurmation originating from New World including without limitation, documentation, such as user manuals and/or system manuals; and/or All N~w World Product Bulletins and/or other N~w World Product related materials, 2. N~w 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. Ifit is determined that the money damages caused by the undersigned's fuilure 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 Custom~r and New World Agrud and Acc~pt~d by Third Party (Organization) Agreed and Accepted by Tbird Party (Individnal) Organization: Individual: By: By: TItle: Title: Date: Date: Accepted and Approved By N~w World Systems1 Corp. By: Titl~: Date: CONFIDENTIAL 5lrBnsfcr agrccmcnt-rah,DOC Augusta, Georgia EXHlBITE DEMONSTRA nON SITE DISCOUNT This Exhibit does not apply to the AS/400 and/or RS/6000 Licensed Software. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia EXHIBIT F DATA FILE CONVERSION ASSISTANCE 1. Conversion Assistance for NT CAD and NT Records data to AS/400 New World will convert to the AS/400 data file formats all NT data master files for CAD and Records to ensure that the software will perform satisfactorily on the AS/400 without loss of data that is otherwise accessible on the NT CAD and Records, including, but not limited to, the files detailed below. Customer agrees to manually enter (into the AS/400 format) NT files or NT data with less than 250 records or entries. Master Files I. Validation Sets 2. Jurisdiction Control File 3. Crime Codes 4. Statutes 5. Personnel 6. Make and Model File 7, CFS Type File 8. Unit File CAD Files 1. Note Pads 2. Run Cards 3. Hazardous Alerts 4. Unit Recommendations 5. GIS/GEO Files Law Enforcement Records Files 1. Incidents 2. Cases 3. Property 4. Wants and Warrants 5. Traffic Tickets and Citations 6. Accidents 7. Business Registry 8, Jackets 9. Pawn Shops 10. Field Investigations 11. Goo Pennits 12. Index Cards Further, all existing AS/400 data will be upgraded as needed to ensure compatibility with the upgraded AS/400 Exhibit A applications. Customer is responsible for repairing any pre-existing damaged records or data that are converted. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia EXHIBIT G CUSTOM SOFIW ARE REQUESTED BY CUSTOMER There is no custom software requested by Customer for this Agreement. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia EXHIBIT H EXHIBIT A PHASE ONE SOFfWARE CAPABILITIES New World affirms that the Licensed Standard Software in Exhibit A shall provide similar or comparable features and capabilities to the currently installed AegisINT Computer Aided Dispatch (CAD) software and Law Enforcement Records software. The currently installed AegisINT software is also provided by New World, Customer affinns that they understand that the Exhibit A Aegis AS/400 Licensed Software is different then the AegisINT software currently in use and that while comparable features and capabilities are expected, Customer is required to train their staff and personnel on the Exhibit A Licensed Software using Exhibit B Support Services. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia EXHIBIT I LICENSED SOFIW ARE ACCEPTANCE The Licensed Software from Exhibit A shall be deemed to have met successful software acceptance upon the successful completion of all data conversion (see Exhibit F) and "live use" of CAD, Records and Mobile software applications for a period of thirty (30) days, "Live use" shall be deemed to have occurred at the time Customer begins using the application of Licensed Software to produce data or output which is distributed for actual use and/or otherwise used as "live data". If on April 1, 2001 some components of Customer's Mobile solution are not able to be used because of reasons beyond New World's control and Customer has been in daily operational use (with converted data) of CAD, Records, and GCIC for thirty (30) days or longer, then Licensed Software Acceptance shall occur without all Mobile units being in operation. After data conversion has been completed, and the CAD, Records and Mobile application are in daily operational use, Customer and New World shall agree on the start of the thirty (30) day acceptance period. The test period shall not begin until all software warranty "fixes" and/or software related operational problems are addressed, but only if they substantially impair day-to-day use of the applications. Minor software and/or operational problem fixes are corrected under the provisions of Exhibit C and shall not delay the thirty (30) day acceptance period. A full thirty (30) day period with no substantial problems is required. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia EXHIBIT J IBM HARDWARE AND SYSTEM SOFIW ARE I, AS/400 COMPUTER A. IBM HARDWARE 1. Computer Processor (1) AS/400 9406 Model 720-2061' - 70 Interactive CPW (Commercial Processor Workload Rate) - 1501 Interactive Card - 1024 MB Memory - 87.7 GB Disk Storage (70.16 GB Usable) - PCI RAID Disk Unit Controller - 3 Remote Commtmication Lines - (1) PCI Two-Line WAN lOA - Base PCI W ANlTwinaxial lOA - PCI 100/lO Mbps Ethernet lOA - Base PCI Integrated Expansion Unit - Base CD-ROM - 1 Year Warranty 2, Modems (1) 7852-40Z Modem - 33.6 Kbps - 1 Year Warranty 3, 20 GB 8mm Cartridge Tape (1) 7208-342 - 5-8mm AME Data Cart Media Kit - 12 ft scsi cable, 9 ft 125v 15a US A currently existing Customer printer will serve as the system printer. If Customer does not have a printer that will operate as an AS/400 or RS/6000 system printer, New World shall provide a system printer(s) at its cost. New World represents that Customer's network printers will work on the new AS/400. B. IBM SYSTEM SOFIW ARE 1. System Software for mM AS/400 V 4R5 Users IBM Operating System/400 .....,.....,................................ Unlimited Client Accessl400 Windows Farnil~ .........,.................... Unlimited Application Development TooISet/400................................. N/ A Language Dictionaries ..............,...........................,.............. NI A Query/400 ............ ,......................................................... Unlimited ILE RPG/400 ...... .".........................,............... ...... ........... ... N/ A Tool TipslBackup and Recovery ..................................... Unlimited One Year Software Subscription Supports up to 28 locally attached Twinax devices plus devices attached via Ethernet as currently configured Supports Windows 3.1, Windows NT, Windows 95, and Windows 2000 client workstations. 2 CONFIDENTIAL Augusta, Georgia (Rev ASLA 8/00) Exhibit J/IBM HARDWARE AND SYSTEM SOFIW ARE Page 2 C, ffiM SERVICE~ 1, One Year Support Line Provides I Year Support Line Full Shift (7daysx24hours) n, RS/6000 MESSAGE SWITCH A. ffiMHARDWARE 1. Message Switch (I) RS/6000 Model 7043-150 - Integrated Ethernet Adapter - Integrated Ultra SCSI Controller - 32x Speed CD-ROM Drive - 2 Port Multiprotocol PCI Adapter - Power GXTI30P Graphics Adapter - (2) V.24 cables - TenninaIlPrinter Cable - 256MB Memory - 375 MHZ 604e PowerPC Processor - IBM P72 Color Monitor - 101 Key Keyboard, Mouse - 9.1 GB SCSI Disk Drive (I) 7207-1224 GB SLRS QIC Tape Drive - SCSI-2 Fast/Wide PCI Bus Adapter - 1 Year Warranty 2, Modem (1) US Robotics 56K V90 External Modem 3. Laser Printer (1) Lexmark Optra E Plus Printer -2MB - 6 PPM - 600 DPI - I Year Warranty 4, Cables 3 IBM offers an Extended Maintenance Option (EMO) which would represent a significant cost savings over the proposed standard annual maintenance. These savings are contingent on the pre-payment of maintenance fees and acceptance of the provisions of IBMs Corporate Service Option. New World would be happy to quote an Extended Maintenance Option if customer desires, CONFIDENTIAL Augusta, Georgia (Rev ASLA 8/00) Exhibit JIIBM HARDWARE AND SYSTEM SOFfW ARE Page 3 B. mM SYSTEM SOFfWARE 1. System Software for mM RS/6000 AIX V/4.3.l RS/6000 System Program Order AS/400 Notes: The above hardware and system software costs assume the licensing of New World Systems' application software and support as part of a complete solution. The processor has been configured based on the proposed software. Additional disk and/or memory may be needed should Customer elect to purchase additional software for the AS/400. This configuration assumes the use of Customer's existing peripherals. New World will be happy to assist in the acquisition of additional hardware, which Customer may wish to purchase. This configuration assumes that existing PC's operating on the LAN are equipped with Ethernet Cards. Any PC's which may be directly attached to the AS/400 will require 5250 Emulation Cards. A detailed study of Customer's cu"ent environment may reveal the need for additional hardware and/or software for purposes of connectivity. Cabling has not been proposed Any cabling required shall be identified by New World on or before December 1, 2000, and shall be installed by or through Customer. IBM provides defect support for IBM's system software at no charge. Telephone support for all system software to operate on a single processor, including electronic support, is available as "ASl400 Support Line" and is provided through New Worldfor one (1) year pursuant to this agreement and is requiredfor ongoing IBM software support. This provides IBM support for operational usage, code related problems, and access to PTFs. Software Subscription provides Customer upgrades of IBM system software for the 1 year duration of the subscription. The above discounted costs are valid for ninety days from proposal date. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia EXHIBIT K IMPLEMENTATION PLAN AND AS/400 SOLUTION DELIVERABLES A. Implementation Plan for an AS/400 Solution - Summary Level All of the dates below are dependent on the written agreement date in item one below. If this date changes, all of the other dates (as applicable) move back or forward accordingly. The ability to implement Mobile is dependent on Customer's RF (radio) infrastructure being fully operational and available for Mobile testing by December 15, 2000. If the RF infrastructure is not available on December 15, 2000, the Mobile dates will have to move accordingly. This plan may be changed by the mutual agreement of both parties. Exhibit M describes "default" if the schedule is not met due to deficiencies by New World. Activity Completion Date 1. Written Agreement for AS/400 solution by November 15, 2000 2. On-site support: start preparation for CAD by November 20,2000 and Records on existing AS/400 or November 27,2000 3. Begin training for Customer's CAD, Records by December 1, 2000 Information Technology, and ern personnel 4. Install new AS/400 and RS/6000 by December 15, 2000 5. On-site support from New World December, 2000 for CAD, Records and Mobile 6. Customer and New World test and January 2,2001 evaluate CAD and Records 7. Begin training on Mobile January 2, 2001 8. CAD (Geo-fiIe) data is converted and January 2,2001 GCIC testing is completed 9. CAD, Records and GCIC go live by January 14,2001 10. Mobile test units (up to 3) go live by January 31, 2001 11. Full Mobile Implementation completed by February 15,2001 12. Converted data from Aegis/NT software February 28, 200 I is available on the AS/400 CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia Exhibit KllMPLEMENT A nON PLAN AND AS/400 SOLUTION DELIVERABLES Page 2 This plan assumes Customer has or will provide: . The management direction and staff support to meet an aggressive schedule to rapidly install CAD and Records . A training facility . IT tech support as required . Any other equipment (cabling, PC's, etc.) . The full cooperation and support of third parties that are required for integrating and testing the Mobile products and interfaces (e.g., for GCIC and radio system) CONFIDENTIAL Augusta, Georgia (Rev ASLA 8/00) ~ . Exhibit K/lMPLEMENTATION PLAN AND AS/400 SOLUTION DELIVERABLES Page 3 B. AS/400 Solution Deliverables 1. Hardware and System Software . new AS/400 . new RS/6000 2. Current release of AS/400 Software - equivalent to Phase 1 of the June, 1998 MSP Agreement . CAD . Records . Interfaces 3. Mobile Software - equivalent to the January, 2000 MSP Mobile Agreement 4. On-Site Service and Support . Setup . CAD Training . Records Training . Mobile Installation . Going Live Support 2-4 weeks 2-3 weeks 1-2 weeks 1-2 weeks 1-2 weeks Most of the on-site support will be provided by Pat Savage, John Yates, or members of New World's Mobile installation team. 5. Converted Data . new MSP Database . old AS/400 Database CONFIDENTIAL Augusta, Georgia (Rev ASLA 8/00) '. . EXHIBIT L COST AND PAYMENT SCHEDULE Cost 1. Using the Implementation Plan in Exhibit K, the total cost for the products and services in Exhibit A through J is: $310,000 This cost does not include years 2002 and 2003 of Exhibit C. 2. Payment Schedule (also see notes I and 2 below): a) Upon Delivery and installation of the AS/400 and AS/400 Licensed Products $165,000 (see note 1) b) 30 days after full data conversion and after the CAD, Records, and all installed operational units for Mobile applications "go live" and are in daily operational use by Customer $145.000 Total Payments: $310.000 ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE Notes: I. New World shall provide Customer a letter of credit for $165,000 as part of requesting payment for installation of the AS/400 and AS/400 Licensed Products, conditioned upon New World not being in default of this modified agreement. 2. Upon full payment of $310,000, Customer shall be entitled to $63,000 worth of credits for additional purchases of Exhibit A Licensed Standard Software Products. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia EXHIBITM PENALTY CLAUSES. RELEASE OF CLAIMS AND OTHER PROVISIONS A. PENALTY CLAUSES 1. Under step nine of the Exhibit K Implementation Plan, CAD and Records are targeted to be live by January 14,2001. If CAD and Records are not live within one week of this date due to a failure on New World's part, and if Customer has fulfilled all of their duties and responsibilities to aggressively implement the Exhibit A applications as defined within this Agreement, Customer shall be entitled to make New World pay a penalty of $100 per day. Any accumulated penalties shall be deducted from amounts owed New World. If Customer does not provide written notification to New World of this penalty provision, then no penalties will occur. 2. Under step twelve of the Exhibit K Implementation Plan, Exhibit F Data Conversions are targeted to be completed by February 28,2001. If Data Conversions are not completed within one week of this date due to a failure on New World's part, and if Customer has fulfilled all of their duties and responsibilities to aggressively implement the Exhibit A applications as defined within this Agreement, Customer shall be entitled to make New World pay a penalty of $1 00 per day. Any accumulated penalties shall be deducted from amounts owed New World. If Customer does not provide written notification to New World of this penalty provision, then no penalties will occur. B. RELEASE OF CLAIMS Once Licensed Software Acceptance as defined in Exhibit I has occurred for the Exhibit A applications for a period of 90 days or longer, the parties agree that they will have released each other from all claims as they relate to NT versions of Licensed Products. C. DEFAULT I. Full Default Based on Unsatisfactory Performance by New World If the CAD, Records, GCTC, and Mobile application are not in daily operational use by Customer by February 28,2001, to include all of the data converted from the provisions of Exhibit F, then New World shaH be in default of this Agreement. The February 28,2001 date may be changed by mutual agreement of both parties and is further conditioned on both parties making their best efforts to work together to meet the implementation plan in Exhibit K. If Customer's full Mobile implementation is delayed beyond February 28, 2001 for reasons outside New World's control, no default shall have occurred, To trigger default, Customer must notify New World in writing that default has occurred. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia EXHIBIT N PERFORMANCE WARRANTY ON HARDWARE AND EXHIBIT A LICENSED SOFfW ARE CONFIGURATION At such time as the Exhibit A Licensed Software goes into "live operation" on the recommended hardware configuration from Exhibit J, New World shall assist Customer (if required) in adjusting or tuning the servers to deliver favorable performance levels for the Licensed Software. Customer is responsible for any network performance. Satisfactory performance levels for Licensed Software are defined as: I. For CAD, 70010 of the transactions should occur in Wlder 1.5 seconds and 95% of the transactions in under 3.0 seconds. If a map is generated for an incident dispatch, over 90% of the map displays should appear in less than 4 seconds and 98% in less than 10 seconds, No transaction in CAD should require more than 15 seconds. Response time is defined a the time between the depression of the last key stroke and the appearance of the data or image on the user (operator) screen. 2. For Records Management, 70% of the transactions should occur in 2 seconds or less, 95% of the transactions in under 5 seconds, and the remainder in IS seconds or less. The exceptions on response times for Records Management are reports or inquiries that search large amounts of data where a high speed response is not reasonably expected. No transaction except as noted should require more than 15 seconds. Response time is defined as the time between the depression of the last key stroke and the appearance of the data or image on the user (operator) screen. 3. To claim performance deficiencies and to receive configuration tuning assistance at no cost from New World, Customer must request the assistance in writing no later than 30 days from the Exhibit A applications going live (including the converted data from Exhibit F), but only if Customer can provide written documentation that the above satisfactory performance levels are not being met. No other applications other than CAD, Records Management and Mobile can be operational on the servers if Customer claims unsatisfactory performance. New World shall have thirty (30) days after written notification of unsatisfactory performance to improve performance to a satisfactory level. This includes unlimited access to the server and Licensed Software at any time of day during the 30-day period. Access can be on-site or remote via modem. 4. Failure to meet these performance standards (in the 30-day notice period from item 3 above) shall constitute a default under this modified Agreement, and this modified Agreement shan be nun and void. CONFIDENTIAL (Rev ASLA 8/00) Augusta, Georgia