HomeMy Public PortalAboutSmart Cop All Documents15.,, Smart
SOFTWARE LICENSE AND SERVICES AGREEMENT
THIS AGREEMENT is made as of this _27th day of _August , 2020_, by SmartCOP, Inc.
("Licensor"), with its principal place of business at 9165 Roe Street, Pensacola, FL 32514, and City of Crestview
("Licensee"), with its principal address at 198 North Wilson Street Crestview, FL 32536.
WHEREAS, Licensor has the exclusive right to license the public safety software suite known as Caliber SmartCOP
TM, a comprehensive, integrated software product suite designed to provide Computer Aided Dispatch, Mobile Data
Computer Systems, Record Management Systems, Case Management Systems, Jail Management Systems, Civil
Enforcement, and Administrative Programs.
WHEREAS, Licensee desires to acquire a non-exclusive and non -transferable license to use and configure to
use the software modules listed in Product Schedule & Pricing (attached as Appendix 1) (collectively referred
to hereafter as "Software Products"), subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, Licensor and Licensee agree as follows:
ARTICLE I. THE LICENSE
1.01 License. Licensor hereby grants to Licensee a non-exclusive, non -transferable and limited right and
license to use and configure the Software Products in object code format solely for Licensee's internal operations
(the "License") for the term set forth in Section 1.02 and subject to the terms and conditions set forth in this
Agreement, in consideration for the payment of the fees specified in the Product Schedule & Pricing (attached
as Appendix 1), including Annual Maintenance Fees. The License includes the right to use and configure only
those Software Products listed in the Product Schedule & Pricing (attached as Appendix 1) hereto. Licensee may
license additional Software Products through a written amendment to this Agreement specifying an additional
license fee and signed by both parties. The Software Products may, if applicable, include Other Products that are
provided in connection with the software Products pursuant to authority granted to Licensor by such third parties
or through sublicense agreements with Licensee.
1.02 Term. The License shall commence upon the installation of the first Software Product set forth on the
Product Schedule & Pricing (attached as Appendix 1) hereto (the "Delivery Date"), provided that Licensee has paid
all applicable fees. The License shall continue in perpetuity, unless terminated pursuant to the terms hereof.
1.03 Fees and Chairtransee shall pay to Licensor, without deduction or set-off, a license fee (the "License Fee")
for the Software Products in the amount and at the time set forth on the Product Schedule & Pricing (attached as
Appendix
1) as "Standard Payment Terms." During the term of this Agreement, Licensor shall, from time to time, deliver
invoices to Licensee. Each invoice delivered to Licensee by Licensor shall be due and payable upon receipt thereof
by Licensee. In the event Licensee fails to pay all or any portion of an invoice on or before ninety (90) days after the
date it becomes due, in addition to all other remedies Licensor has under this Agreement or otherwise, Licensor
shall have the option to suspend or terminate all Software and Services under this Agreement. Suspension or
termination of any such Software and/or Services shall not relieve the Licensee of its obligation to pay its
outstanding invoices, including any applicable late charges. Late payments will incur a charge of 1.0% per month,
not to exceed the maximum amount allowed by law. Licensee shall pay any and all applicable federal, state and
local sales, use, value added, excise, duty and any other taxes of any nature (except any taxes based on Licensor's
net income) assessed on the Licensor's product offerings. To the extent Licensee imposes additional requirements
on Licensor for Services other than those expressly provided in this Agreement, Licensor retains the right to make
additional price adjustments and/or any other adjustments that may be necessitated. Before performing these
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and ad valorem taxes due in connection with the licensing and use of the Software Products.
1.05 Sublicensing and Assignment Prohibited. This License does not provide Licensee the right to sublicense any
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of the Software Products, and Licensee is strictly prohibited from sublicensing without the explicit written permission of
Licensor.
1.06 Exclusions. Except as expressly authorized in writing, Licensee shall not allow, direct or authorize (directly or
indirectly) any other party to:
a. Use the Software Products for any purpose other than in connection with Licensee's internal operations;
b. Copy the Software Products;
c. Cause or permit reverse compilation or reverse assembly of all or any portion of the Software Products;
d. Distribute, rent, lease or transfer to any third party any portion of the Software Products;
e. Export the Software Products in violation of U.S. Department of Commerce export administration
regulations; or
f. Copy for use or distribute for use any third party software products resold to Licensee by Licensor
without paying the appropriate license fee.
1.07 Other Products. "Other Products" shall mean, if applicable, the additional products being purchased by
Licensee from Licensor as specified in the Product Schedule & Pricing (attached as Appendix 1) under such terms
and conditions as are defined from time to time. If applicable to Licensee, and provided Licensee enters into any
applicable sublicense or other relevant agreements for the Other Products, as may be required by the vendors of the
Other Products (hereinafter referred to as the "Sublicense Agreements") and subject to the terms and conditions of
this Agreement, Licensee is granted a sublicense with respect to the Other Products designated in the Product Schedule
& Pricing (attached as Appendix 1).
1.08 Subject to Section 1.07, the license grants to the Other Products shall be as set forth in their applicable
Sublicense Agreements. To the extent that the Product Schedule & Pricing (attached as Appendix 1) does not
specifically outline Other Products for which a Sublicense Agreement is required, the Licensee shall be deemed to
have been granted a sublicense in the Other Products (or Software Programs, if applicable) which are subject to the
terms of this Agreement.
ARTICLE IL DELIVERY
2.01 Acceptance. Licensor shall deliver to Licensee one (1) copy of the Software Products (in machine-readable
object code). Licensee shall be conclusively deemed to have accepted the Software Products upon Licensee's first
use of the Software Product in a production environment ("Go -Live") unless Licensee notifies Licensor in writing
within ten (10) days of Go -Live that the Software Products have been rejected as failing to operate substantially in
accordance with the written agreement between Licensor and Licensee, and describing in detail each nonconformity.
Upon receipt of the nonconformity list, Licensor shall have thirty (30) days to repair any nonconfoimiities listed on
the nonconformities list by modifying the Software Products as necessary at Licensor's expense, such that the Software
Products affected by the nonconformities operate substantially in accordance with the written agreement between
Licensor and Licensee.
2.02. Installation. Licensor shall provide Licensee with installation support in accordance with Licensor's
standard installation procedures for one (l) copy of the server portion of each Software Product as well as the client
portion of each Software Product for the fee set forth in the Product Schedule & Pricing (attached as Appendix 1).
ARTICLE III. MAINTENANCE AND SUPPORT SERVICES
3.01 Maintenance and Support. Licensee may obtain maintenance and support services for the Software Products
by entering into a separate Software Maintenance and Support Agreement with Licensor, a sample copy of which is
attached hereto as Appendix 2.
ARTICLE IV. CONFIDENTIALITY AND COPIES
4.01 Confidentiality. To the extent allowed by law, Licensor and Licensee shall not disclose one another's
Confidential Information.
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4.02 Confidential Information. The term "Confidential Information" as used in this Agreement includes any
information (whether or not reduced to writing and whether or not patentable or protected by copyright) that either
Licensor or Licensee treats as proprietary or confidential (whether owned or developed by either party or received by
either party from third parties), including without limitation either party's trade secrets, business methods, business
policies, procedures, techniques, financial information, "know how", research or development projects or results,
algorithms, computer software and hardware, computer programs (whether source or object code), hardware or
manuals, trade secrets, or other knowledge or processes of or developed by Licensor or Licensee. Failure to mark
any of the confidential information as confidential or proprietary shall not affect its status as part of Confidential
Information under the terms of this Agreement.
4.03 Obligations. Licensor and Licensee shall protect each other's Confidential Information with at least the
same degree of care and confidentiality, but not less than a reasonable standard of care, that each utilizes for its own
Confidential Information and that it does not wish disclosed to the public.
4.04 Exclusions. This Agreement imposes no obligation upon either party ("Recipient") with respect to the other
party's ("Discloser's") Confidential Information that Recipient can establish by legally sufficient evidence: (a) was in
the possession of or was rightly known by Recipient without an obligation to maintain its confidentiality prior to
receipt from Discloser; (b) is or becomes generally known to the public without violation of this Agreement; (c) is
obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or (d) is required to be disclosed by applicable law; provided that Recipient notifies Discloser of such
requirement prior to disclosure, and provided further that Recipient makes diligent efforts to limit disclosure.
Recipient shall keep confidential any Confidential Information received for three (3) years after the termination of this
Agreement.
4.05 Copies. Licensee may make additional copies of any printed materials provided by Licensor up to the number
of simultaneous users set forth in the Product Schedule & Pricing (attached as Appendix 1) but shall not make copies in
excess of such number without the prior written consent of Licensor. Licensee may make two (2) copies of the Software
Products solely for use by Licensee as back-up copies for disaster recovery. Every copy of the manual or the Software
Products made by Licensee shall include the copyright notices included on the copies delivered to Licensee. Licensee
shall not make or maintain any other copy of the Software Products or any portion, derivative or modification of any of
them.
ARTICLE V. WARRANTY
5.01 Software Warranty. Licensor warrants, for Licensee's benefit only, that the Software Products will perform
substantially in accordance with the Software Product's documentation for a period of one (1) year after the date on
which Licensee's license for such Software Product is i) initially installed by Licensor per the Product Schedule &
Pricing (attached as Appendix I) and SOW, or ii) if by Licensee, initially delivered to Licensee by Licensor. Licensor's
warranty shall not apply to Software Product that has been modified by Licensee or third parties, or to Software
Product that is installed on computer systems not approved by Licensor. Licensee agrees to notify Licensor in writing
before expiration of the preceding period of the failure of any Software Product to satisfy the foregoing warranty and,
after verification thereof by Licensor, Licensor will undertake to correct any reported error in accordance with
Licensee's signed Software Maintenance and Support Agreement. Licensee acknowledges that the Software may not
satisfy all of Licensee's requirements and the use of the Software Products may not be uninterrupted or error -free.
Licensor warrants, for Licensee's benefit only, that it possesses the necessary intellectual rights to license to Licensee
the Software Product provided hereunder.
5.02 Services Warranty. Licensor warrants that it will perform the Services in a professional and workmanlike
manner.
5.03 Manufacturer's Equipment Warranty. Licensee acknowledges that all equipment, if any, supplied by
Licensor hereunder is manufactured by third parties and Licensee agrees that the only warranties applicable to the
Equipment are such warranties as may be provided by the manufacturers thereof and such warranties begin the date
Licensee receives the equipment. Licensor makes no warranty of any kind with respect to any equipment. Licensee
agrees to look solely to the manufacturer with respect to all mechanical, service and other claims and the right to
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enforce all warranties on such equipment made by said manufacturer are hereby, to the extent Licensor has the right,
assigned to Licensee. Licensor is not responsible for modifications to the manufacturer's published warranties, which
modifications are determined solely at the discretion of the distributor or manufacturer.
5.04 Other Products. Licensee acknowledges and agrees that Other Products provided to Licensee by Licensor
is provided to Licensee pursuant to the terms of the licensor's applicable license, and Licensee agrees to be bound
thereby and that such terms govern any conflict between those terms and this Agreement. Licensee will acquire only
those rights in the Other Products granted by applicable license and accorded by applicable law. In the event that any
Other Products provided by Licensor to Licensee requires acceptance of a "shrink wrap" or "box top" license or
agreement or execution of a "click -through" license or agreement for the access, opening, unpacking, installation or
configuration thereof, Licensee acknowledges and agrees that Licensor may act as an agent on Licensee's behalf in
accepting and executing such license or agreement on behalf of Licensee. LICENSOR PROVIDES THE OTHER
PRODUCTS "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED. THE WARRANTIES, INDEMNITIES, AND REMEDIES SET FORTH IN THIS SECTION 5 DO NOT
APPLY TO OTHER PRODUCTS OR ANY BREACH, INFRINGEMENT, OR MISAPPROPRIATION ALLEGED
TO BE CAUSD BY OTHER PRODUCTS. Licensee acknowledges it must look exclusively to the manufacturer of
the Other Products for any warranty, maintenance, support or other service or remedy relating thereto. Software
Maintenance does not apply to Other Products.
5.05 Exclusions. Licensor shall have no obligation to perform warranty services for: (1) third party equipment or
software not installed by Licensor; (2) any equipment or Software Products for which warranty or maintenance has
been performed by a third party not authorized by Licensor; (3) any equipment or Software Products that have been
substantially altered, damaged or modified by someone other than Licensor or its subcontractors; (4) any equipment
or Software Products which have been damaged as a result of Licensee's failure to operate then in accordance with
the operating instructions of the manufacturer or software vendor; (5) failures due to force majeure or exposure to
unusual physical or electrical stress; or (6) failure by Licensee to backup software and data contained in its system on
a regular basis, but not less than once every day.
5.06 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, TO THE FULL
EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR MAKES NO WARRANTIES OR
REPRESENTATIONS CONCERNING THE SOFTWARE PRODUCT, EQUIPMENT, SERVICES, OTHER
PRODUCTS, ANY THIRD PARTY SOFTWARE OR OTHER MATERIALS, SERVICES, INFORMATION OR
TECHNOLOGY, AND LICENSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES AND
REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE VI. OWNERSHIP AND USE
6.01 Ownership. Licensor is not granting Licensee, either directly or by implication, any right, title or interest in
Licensor's Software Products, applications, software, code and/or systems. Licensee is acquiring the perpetual right
to utilize the run-time version of Licensor's Software Products that are current as of the time of the termination of the
contract between Licensor and Licensee. Licensee agrees not to disassemble, peel components, decompile, otherwise
reverse engineer or attempt to reverse engineer, or derive code from any ofLicensor's Software Products, applications,
software, code and/or systems, or permit or encourage any third party to do so. Under no event shall Licensee transfer,
assign and/or sell the run-time version, the object code or the source code of Licensor's Software Products,
applications, software, code and/or systems to any person or entity.
6.02 Use. Licensee may keep one (1) copy of the Software Products resident on the file server for Licensee's network
("Network") at the site designated on the Product Schedule & Pricing (attached as Appendix 1) to this Agreement (the
"Installation Site") and may keep one (1) copy of the client portion of each Software Product resident on as many computers
owned or controlled by Licensee and connected to the file server for as long as Licensee restricts access to the Software
Products resident on the server to the number of simultaneous users set forth in the Product Schedule & Pricing (attached
as Appendix 1). Notwithstanding the foregoing, if the Network becomes inoperable (whether due to maintenance thereof,
modification, disaster, or otherwise), the Software Products may be temporarily used on a different file server at the
Installation Site or another computer center. Temporary use on a different file server, however, shall not exceed thirty (30)
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days without the prior written consent of Licensor.
6.03 Modification. Licensee shall only make changes or modifications to the Software Products using the
Configuration Tools Modules listed on the Product Schedule & Pricing (attached as Appendix 1) and provided by the
Licensor. Violation of this prohibition will be grounds for termination of this agreement pursuant to Article VIII, and
Licensor shall have no Rather duties, liabilities or obligations with respect to the Software Products.
ARTICLE VII. LIMITATION OF LIABILITY AND INDEMNIFICATION
7.01 Limitation of Liability. Licensor, its officers, directors, shareholders, members, employees, and/or agents shall
not have any liability to Licensee, its officers, directors, shareholders, members, agents and/or employees for losses,
damages and/or injuries arising out of: (1) third party equipment or software not installed by Licensor; (2) any
equipment or Software Products for which maintenance has been performed by a third party not authorized by
Licensor; (3) any equipment or Software Products that have been substantially altered, damaged or modified by
someone other than Licensor or its subcontractors; (4) any equipment or Software Products which have been damaged
as a result of Licensee's failure to operate them in accordance with the operating instructions of Licensor, the
manufacturer, or the software vendor; (5) failures due to force majeure or exposure to unusual physical or electrical
stress; or (6) failure by Licensee to back up software and data contained in its system on a regular basis, but not less
than once every day. This limitation of liability includes all claims for losses, damages and/or injuries arising in tort,
contract, negligence, strict liability, or otherwise, including, without limitation, damages for physical or mental pain or
suffering, medical expenses, wrongful death, loss of good will, work stoppage, computer failure or malfunction, loss of
work product, or any and all other commercial or personal injury damages or losses, direct or indirect. Notwithstanding
the form (e.g., contract, tort or otherwise) in which any legal or equitable action may be brought, in no event will
Licensor or its suppliers be liable for damages or losses that exceed, in the aggregate, the following for each respective
breach or series of related breaches: (i) with respect to equipment, the purchase price paid by Licensee for the
equipment that gave rise to such damages or losses; (ii) with respect to Software Products the amount of License Fees
paid by Licensee for the Software that gave rise to such damages or losses; and (iii) with respect to any Services
provided hereunder, the amount of fees paid for the Services that gave rise to such damages or losses. Except with
regard to payments due Licensor neither party will be liable for any delays or failures in performance due to
circumstances beyond its reasonable control that could not be avoided by its exercise of due care. Licensor's liability
for any form of action shall only apply after any and all appropriate insurance coverage has been exhausted.
7.02 Indemnification for Infringement. Licensor shall, at its expense, indemnify and defend Licensee against any
claim that the Software Products (excluding Other Products) infringe any United States patent or copyright and pay any
resulting final judgment or settlement cost, provided that Licensee gives Licensor prompt, written notice of any such claim
and allows Licensor to control the defense and all related settlement negotiations. Licensee shall allow Licensor, at
Licensor's option and expense, if any infringement claim has occurred or in Licensor's reasonable judgment is likely to
occur: (i) to procure the right for Licensee to continue using the Software Products; (ii) to replace or modify the Software
Products so that they become non -infringing and functionally equivalent; or (iii) if neither of the foregoing alternatives is
available on terms which are reasonable in Licensor's discretion, Licensee shall, upon the request of Licensor, return the
Software Products to Licensor, whereupon Licensee can seek applicable remedy from Licensor pursuant to a breach of
this Agreement. Licensor shall have no liability to indemnify or defend Licensee to the extent the alleged infringement is
lased on: (a) a modification of the Software Products by anyone other than Licensor or someone acting on behalf of
Licensor, (b) use of the Software Products other than in accordance with the written agreement between Licensor and
Licensee, or (c) a modification by Licensor of the Software Products at the direction of Licensee.
ARTICLE VIII. TERMINATION
8.01 Licensor may terminate the License if Licensee: (i) fails to pay the License Fee, including Annual Maintenance
Fees, when due as set forth in the Product Schedule & Pricing (attached as Appendix I); (ii) makes or distributes, or fails
to use its best efforts to prevent others from making or distributing, copies of the Software Products (except as expressly
permitted by this Agreement) or derivations or modifications thereof; (iii) uses the Software Products in violation of the
provisions of this Agreement; or (iv) fails to comply with any other material obligation under this Agreement and such
failure, action, use or non-compliance remains uncured for thirty (30) days after receipt of written notice thereof. Upon
termination of the License, Licensee shall discontinue use and return all copies of the Software Products in its possession
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or control to Licensor, but Licensee's obligation to pay accmed charges and fees and to protect the confidentiality of the
Software Products shall continue.
8.02 The continued use of the Software Products is contingent on Licensee paying the Annual Maintenance Fees
pursuant to the Software Support and Maintenance Agreement delineated specifically for the Software Products. If
Licensee fails to pay the Annual Maintenance Fees, then Licensee shall forfeit the right and License to use the Software
Products and shall return the Software Products to Licensor.
ARTICLE IX. MEDIATION
9.01 The parties agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or
the relationship created by this Agreement to non -binding mediation before bringing a claim, controversy or dispute
in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator
appointed by mediation services mutually agreeable to the parties. The mediation shall take place at a time and
location which is also mutually agreeable; provided, however, in no event shall the mediation occur later than ninety
(90) days after either party notifies the other of its desire to have a dispute be placed before a mediator. Such mediator
shall be knowledgeable in software system agreements. The costs and expenses of mediation, including compensation
and expenses of the mediator (and except for the attorney's fees incurred by either party), is to be shared by the parties
equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the date
either party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to
resolve the claim, controversy or dispute unless the time period is extended by a written agreement of the parties.
9.02 Nothing in this Section Article IX shall preclude any party from applying to a court of competent jurisdiction
for, and obtaining if warranted, preliminary or ancillary relief pending the conduct of mediation, or an order to compel
the mediation provided for herein. The parties agree that the state and federal courts in Florida shall be the exclusive
courts in which either party may seek such relief
ARTICLE X. MISCELLANEOUS
10.01 Notice. Any notice hereunder by either party shall be given by personal delivery or by sending such notice by
certified mail, postage pre -paid, to the other party at its address set forth herein or at such other address designated by
written notice. Notice shall be deemed to have been received upon the date of actual delivery.
10.02 Interpretation. The validity and interpretation of this Agreement and the rights and obligations of the parties
hereunder shall be governed by the laws of the State of Florida, without regard to the principles of Florida's conflicts of
laws thereof.
10.03 Severability. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal
for any reason, the validity and enforceability of all of the remaining provisions hereof shall not be affected thereby.
10.04 Failure to Exercise Rights. The failure of either party to exercise any of its rights under this Agreement for a
breach thereof shall not be deemed to be a waiver of such rights nor shall the same be deemed to be a waiver of any
subsequent breach.
10.05 Licensee grants to Licensor the right to use Licensee's name and trademarks solely as a client reference in
promotional and marketing materials in accordance with generally accepted industry standards and practices for such
references.
10.06 Independent Parties. Licensor and Licensee are independent parties. Nothing in this Agreement will be
construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party.
10.07 Force Majeure. Neither Party shall be liable to the other Party or shall be subject to termination of this
Agreement by the other Party, for any delay, nonperformance, loss or damage (other than for failure to pay any amount
when due) because of reasons beyond its reasonable control including, but not limited to, acts of God, acts, regulations
or laws of any government, acts of terrorism, war, riots, civil unrest, power failures, accidents in transportation or
other causes beyond the reasonable control of the respective Party.
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10.08 Titles. The titles of the Articles and Sections hereof are for convenience only and do not in any way limit or
amplify the terms and conditions of this Agreement.
10.09 Sublicense & Assignment. Licensee may not transfer, assign or sublicense its rights, duties or obligations
under this Agreement to any person, company or entity, in whole or in part. Licensor may assign to a successor entity
in the event of its dissolution, acquisition, sale of substantially all of its assets, merger or other change in legal status.
Licensor may perform any obligation pursuant to this Agreement using agents and subcontractors. The Agreement
shall inure to the benefit of and be binding upon the Parties to this Agreement and their respective successors and
permitted assigns.
10.10 Survival. Except as otherwise provided, any obligations and duties which by their nature extend beyond the
expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.
10.11 Restricted Rights Regarding Software. The Software, both SmartCOP and Other Products Software (including
documentation), is provided with Restricted Rights. Use, duplication, or disclosure for or by the government of the United
States, including without limitation any of its agencies or instrumentalities, is subject to restrictions set forth, as applicable:
(i) in subparagraphs (a) through (d) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-14, or
FAR 52.227-19; (ii) in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR
252.227-7014, DFAR 252.227-7015, DFAR 252.227-7018, or DFARS 252.227-7013; or (iii) in similar clauses in other
federal regulations, including the NASA FAR supplement. The contractor or manufacturer is SmartCOP, and/or a third
party as may be noted on the Product Schedule and Pricing, and/or SOW. Customer will not remove or deface any
restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with
the Software. Customer will require that its users and other recipients, if any so authorized by SmartCOP herein, agree to
and acknowledge the provisions of this Section 10.11 in writing.
10.12 Complete Agreement. This Agreement, together with the Appendices, constitutes the entire understanding
between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, statements,
warranties, representations, and agreements, oral and written, relating hereto. Any amendment hereof must be in writing
and signed by both parties.
10.13 This Agreement may be executed by the parties hereto in multiple counterparts and shall be effective as of
the date first above written, when each party shall have executed and delivered a counterpart hereof, whether or not
the same counterpart is executed and delivered by each party. When so executed and delivered, each such counterpart
shall be deemed an original and all such counterparts shall be deemed one and the same document. Transmission of
images of signed signature pages by facsimile, e-mail or other electronic means shall have the same effect as the
delivery in person of manually signed documents.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed and delivered this
Agreement as of the date first above written.
Licensor
By:
Printed Name: Jeff Pugh
Licensee
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Title: Executive Vice President F .�i ,.� �•`
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Date: 8/4/2020 / /7 %
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APPENDIX 1
PRODUCT SCHEDULE & PRICING
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elk, Smart
APPENDIX 2
SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of this _27th day of August , 2020_, by SmartCOP, Inc.
("Licensor"), with its principal place of business at 9165 Roe Street, Pensacola, FL 32514, and City of Crestview
("Licensee"), with its principal address at 198 North Wilson Street Crestview, FL 32536.
WHEREAS, Licensor has the exclusive right to license the public safety software suite known as SmartCOP
TM, a comprehensive, integrated software product suite designed to provide Computer Aided Dispatch, Mobile Data
Computer Systems, Record Management Systems, Case Management Systems, Jail Management Systems, Civil
Enforcement, and Administrative Programs.
WHEREAS, Licensor has agreed to provide Licensee a non-exclusive and non -transferable license to use and
configure the following software modules for Licensee's internal operations: Computer Aided Dispatch, Mobile
Data Computer Systems, Record Management Systems (hereafter "Software Products").
WHEREAS, Licensee has requested Licensor to provide maintenance and support services on the Software
Products.
NOW, THEREFORE, Licensor and Licensee agree as follows:
1.0 Maintenance and Support Services. Licensor will provide software maintenance and support
services
("Maintenance and Support Services") on the date the Software Product is installed (the "Start Date"), primarily
via
telephoneandelectronic mail as sett.forth below. To enable Licensor_to provide effective. unnot the.Licensee
will Licensor agrees to provide Licensee Maintenance and Support a ices consistent with a following:
establishseilikecn-mtgimEmaiocedurescompatible with Licensor's then current practices which may be revised
over
time. Any deficiencies found by Licensee during its use of the Software Products will be reported to Licensor's
technical support staff by Licensee. Licensor's technical support personnel are available twenty-four (24)
hours a day, seven (7) days a week, 365 days per year, holidays included. Licensees use a toll free number to
secure assistance: 1-800-374-0101.
Correcting Deficiencies
During the maintenance and support period, Licensor will be responsible for ensuring performance
deficiencies are corrected. Licensor maintains sufficient technical help to support the ongoing operation of
the system and to develop required enhancements.
When a call is received, the Licensor call taker will secure all information necessary to properly evaluate the
caller's difficulty. Wherever possible, the call taker will work with the caller to resolve the issue immediately
using Licensor's knowledge base of resolutions. When such resolution is not possible, the call taker will
escalate the call to Level II support.
At Level II a lead engineer determines the severity of the call and assigns it to the appropriate engineer for
resolution. When the call is completed, the engineer will notify the support desk of the solution and note the
solution in the knowledge base. The caller will be notified as to resolution and any instructions for correcting
the problem.
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New Service Versions
During the maintenance and support period, continual system review and recommendations for
enhancements are supported. Licensee will make available updates to the Software Products that incorporate
any new features or enhancements to the licensed Software Products made generally available to Licensor's
other Licensees ("Updates") at no additional charge other than the payment of the Annual Maintenance Fee.
Update releases will be distributed and installed remotely via a VPN connection to minimize downtime.
Release Notes accompanying each release will identify corrections and enhancements made in each software
module and any installation instructions as warranted. Updates may require additional professional services
to be performed by Licensor outside of the scope of those Maintenance and Support Services described
herein, including additional training and the professional services for the installation and implementation of
the Update that will be subject to Licensor's then -prevailing policies, terms and billable fees related to pricing
and hourly rates.
Selection of New Functions (Enhancements)
Licensor welcomes all suggestions for enhancements from Licensee. All enhancements will be reviewed and
those deemed beneficial to most users will be incorporated and included in the subsequent release of the
software. Users will be notified via telephone or e-mail when a suggestion will be incorporated into a release
and when to expect the release. In addition, enhancements will be identified in the Release Notes that
accompany software updates.
Support Services:
Licensor's support staff is available via a toll -free number 24 hours a day, 7 days a week, 365 days a year for
an immediate response. When a call is received, a Licensor call taker works with Licensee personnel to
immediately resolve errors using Licensor's knowledge base of resolutions. When such resolution is not
possible, the call is escalated.
The following outlines Licensor's support procedure:
Priority I- Urgent/Emergency
• Issues that affect officer safety.
• Application introducing data corruption.
• Program will not start.
• Critical work cannot be completed to meet deadlines.
Steps to Resolution
1. A Licensee support technician will immediately contact the Licensee to acknowledge
receipt of the issue, and to inform the Licensee of Licensor's plan to resolve the issue.
2. Licensor personnel will begin resolving the issue while continuously updating the
Licensee with the status of the issue.
3. Engineering and support personnel are permanently assigned to assist until the
problem is resolved.
Priority 2- High/Non-Emergency
• Software module/function is down/non-functional.
Steps to Resolution
Version: August 2020 Software Maintenance & Support Agreement Appendix 2--Page 2
1. A Licensee support technician will immediately contact the Licensee to acknowledge
receipt of the issue, and to inform the Licensee of Licensor's plan to resolve the issue.
2. Licensor personnel will begin to resolve the issue while continuously updating the Licensee
with the status of the issue.
3. Engineering and support personnel are permanently assigned to assist until the problem is
resolved.
Priority 3- Medium Priority
• Problem exists but critical systems are functional.
• Problem can be temporarily circumvented.
• Licensee states problem is not critical but would like a fix as soon as possible.
• Non -application related issues that have rendered the system inoperable.
Steps to Resolution
1. A Licensee support technician will immediately contact the Licensee to acknowledge
receipt of the issue, and to inform the Licensee of Licensor's plan to resolve the issue.
2. Licensor personnel will begin to resolve the issue and will update the Licensee as to the
status of the issue.
3. Engineering and support personnel are permanently assigned to assist until the problem is
resolved.
4. Licensor personnel will inform the Licensee as to the delivery date for the software patch
that will resolve the issue.
Priority 4- Minor Priority
• Minor problem with little or no impact on services.
• Licensee impact is minimal.
• Deferred maintenance is acceptable, and a schedule can be determined between support and the
Licensee.
• Licensee states problem can be addressed at a later date.
Steps to Resolution
1. Licensor personnel will begin to resolve the issue and will update the Licensee as to the
status of the issue.
2. Licensor personnel will inform the Licensee as to the delivery date of the software patch
that will resolve the issue. All future status reports will be communicated to the Licensee
via problem submission reports or direct Licensee inquiry via telephone or online TCN
status query.
2.0 Fees. In consideration for the Maintenance and Support Services, Licensee shall pay the "Annual
Maintenance Fee" as detailed in the Product Schedule & Pricing (attached as Appendix I). The Annual Maintenance
Fee, subject to increase at Licensor's discretion, will be billed annually in advance beginning on the first use of the
Software Product in a production environment ("Go -Live") and thereafter on the anniversary of the Start Date or on
an alternative date mutually agreed to by both parties in accordance with Section 3 — Term. Licensee shall pay the
then prevailing Annual Maintenance Fee in advance for each term of the Maintenance and Support Services under the
Agreement. At the time of renewal, Licensor reserves the right to increase the annual fee. Licensor shall not refund
any Annual Maintenance Fees if the Maintenance and Support Services under this Agreement are terminated. In
addition to the Annual Maintenance Fee, Licensee shall reimburse Licensor for its direct expenses, should onsite
assistance be requested by the Licensee or required to expedite resolution. Licensor may update its reimbursement
policies from time to time, in which case such updated policies shall apply for purposes of the Maintenance and
Version: August 2020 Software Maintenance & Support Agreement Appendix 2--Page 3
Support Services under this Agreement, provided that such updated reimbursement policies must generally apply to
all clients of Licensor.
3.0 Term. Licensee agrees to subscribe to Annual Maintenance commencing upon the 1st of the month following
Go -Live ("Initial Annual Maintenance Term"). Licensee may cancel the next year's Annual Maintenance upon thirty
(30) days prior written notice to Licensor. In the event such notice is not timely received, Licensor will automatically
extend the Annual Maintenance for another one (1) year period ("Annual Renewal Maintenance Term"). Initial Annual
Maintenance Term and Annual Renewal Maintenance Term collectively referred to herein as "Annual Maintenance
Term."
If Licensee initially declines software maintenance or if maintenance for an item of Software is discontinued at
Licensee's request, additional maintenance for these items is not available under this agreement. The re -instatement
of maintenance and support services is subject to additional charges and fees.
If Licensee fails to make the Annual Maintenance Fee payments when due, or in the event Licensee materially
breaches this Agreement and such breach is not cured within thirty (30) days of receipt of written notice of breach,
Licensor may suspend or cancel the Maintenance and Support Services. The reinstatement of any cancelled
Maintenance and Support Services is subject to additional charges and fees.
4.0 Licensee's Cooperation. If Licensee requests maintenance or support, Licensee shall cooperate with
Licensor in all aspects of such service in order to facilitate Licensor providing electronic and onsite assistance to
Licensee, including without limitation providing Licensor with information by telephone, documentation (if
necessary), access to Licensee's computer system through high speed connectivity, and implementation (when
feasible).
5.0 Exclusions and Modifications. Licensor shall have no obligation to perform maintenance or support
services for: (1) third party equipment or software not installed by Licensor; (2) any equipment or Software Products
for which maintenance has been performed by a third party not authorized by Licensor; (3) any equipment or Software
Products that have been substantially altered, damaged or modified by someone other than Licensor or its
subcontractors; (4) any equipment or Software Products which have been damaged as a result of Licensee's failure to
operate them in accordance with the operating instructions of the manufacturer or software vendor; (5) failures due to
force majeure or exposure to unusual physical or electrical stress; or (6) failure by Licensee to back up software and
data contained in its system on a regular basis, but not less than once every day.
6.0 Limitations on Licensee Rights. Except as expressly authorized in writing, Licensee shall not:
a. Copy the Software Products;
b. Cause or permit reverse compilation or reverse assembly of all or any portion of the Software Products;
c. Distribute, rent, lease or transfer to any third party any portion of the Software Products; or
d. Export the Software Products in violation of U.S. Department of Commerce export administration
regulations.
7.0 Ownership. Licensee acknowledges that the Software Products, and all remains the exclusive property of
Licensor and its successors and assigns. Licensee acknowledges that it has no rights to nor interest in the Software Products
other than as expressly granted herein. Licensee shall not remove any identification or notices affixed to the Software
Products or their packaging. Additionally, no license, right or interest in any Licensor trademark, trade name, and
service mark is granted to Licensee hereunder.
8.0 Licensee Obligations. Licensee shall protect Licensor's trade secrets and intellectual property, including
without limitation the Software Products, with at least the same degree of care and confidentiality, but not less than a
reasonable standard of care, which Licensee utilizes for Licensee's trade secrets and intellectual property it does not
wish disclosed to the public.
9.0 Sublicensing and Assignment Prohibited. Without the prior written consent of Licensor, Licensee may not
transfer, assign or sublicense its rights, duties or obligations under this Agreement to any person, company or entity,
Version: August 2020 Software Maintenance & Support Agreement Appendix 2--Page 4
in whole or in part. Licensor may assign to a successor entity in the event of its dissolution, acquisition, sale of
substantially all of its assets, merger or other change in legal status. Licensor may perform any obligation pursuant to
this Agreement using agents and subcontractors. The Agreement shall inure to the benefit of and be binding upon the
Parties to this Agreement and their respective successors and permitted assigns.
10.0 Limitation of Liability. Licensor's total liability for damages related to this Maintenance and Support
Agreement (whether based in contract, tort, negligence, strict liability or otherwise) shall in no event exceed the
Annual Maintenance Fees paid by Licensee during the twelve (12) month period immediately previous to the event
giving rise to the liability. This limitation of liability includes all claims for losses, damages and/or injuries arising in
tort, contract, negligence, strict liability or otherwise, including claims, losses, injuries, or damages arising out of
Licensor's negligence or gross negligence.
11.0 Interpretation. The validity and interpretation of this Agreement and the rights and obligations of the parties
hereunder shall be governed by the laws of the State of Florida, without regard to the Florida principles of conflicts
of laws.
12.0 Severability. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal
for any reason, the validity and enforceability of all of the remaining provisions hereof shall not be affected thereby.
13.0 Failure to Exercise Rights. The failure of either party to exercise any of its rights under this Agreement for a
breach thereof shall not be deemed to be a waiver of such rights nor shall the same be deemed to be a waiver of any
subsequent breach.
14.0 Titles. The titles of the Articles and Sections hereof are for convenience only and do not in any way limit or
amplify the terms and conditions of this Agreement.
15.0 Survival. Except as otherwise provided, any obligations and duties which by their nature extend beyond the
expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.
16.0 Complete Agreement. This Agreement, together with the Appendices, constitutes the entire understanding
between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, statements,
warranties, representations, and agreements, oral and written, relating hereto. Any amendment hereof must be in writing
and signed by both parties.
17.0 This Agreement may be executed by the parties hereto in multiple counterparts and shall be effective as of
the Effective Date, when each party shall have executed and delivered a counterpart hereof, whether or not the same
counterpart is executed and delivered by each party. When so executed and delivered, each such counterpart shall be
deemed an original and all such counterparts shall be deemed one and the same document. Transmission of images of
signed signature pages by facsimile, e-mail or other electronic means shall have the same effect as the delivery in
person of manually signed documents.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed and delivered
this Agreement as of the date first above written.
Licensor
By: �,r
Printed Name: Steven Williams
Title: Vice President — Operations
Date: 8/4/2020
Licensee
,r %
fi 'Aga -Pao(
Version: August 2020 Software Maintenance & Support Agreement —Appendix 2--Page 5
City of Crestview
Appendix 1
Product Schedule & Pricing
Summary Page
Reference Number:
8/3/2020
2008031455
Computer Aided Dispatch (SmartCAD)
Records Management System (SmartRMS)
Mobile (Srndr!MOBI E)
Administrative Modules (SmartADMIN) /Third Party Software
91,750.00
65,500.00
$ 56,260.00
$ 28,750.00
Software Subtotal $
Discount
SmartCOP Software License Total $
Third Party Software Total $
242, 260.00
(40; 000.00)
202, 260.00
Professional Services
Project Management
Data Conversion Services
Professional Services Subtotal $
52,996.00
68,000.00
120,996.00
Total System Cost
$ 323,256.00
Payment Milestones
;Purchase Option
Due on signing of contract
Due on Installation
Due on training completion
Due at Go Live - Annual Maintenance
25% $
50% $
25% $
80,814.00
161,628.00
80,814.00
48,452.00
Maintenance Period begins on installation due at go live
Maintenance Fees increase 5% annually
Fee Includes Product Releases, Upgrades, and 24/7/355 Phone Support
Pricing Valid For 90 Days
City of Crestview
Appendix 1
Product Schedule & Pricing
Summary Page
8/3/2020
Reference Number: 2008031455
Software License
Computer Aided Dispatch (SmartCAD)
Records Management System (SmartRMS)
Mobile (SmartMOBILE)
Administrative Modules (SmartADMIN) / Third Party Software
$ 91,750.00
$ 65,500.00
$ 56,260.00
$ 28,750.00
Software Subtotal $ 242,260.00
Discount $ (40,000.00)
SmartCOP Software License Total $ 202,260.00
Third Party Software Total $
Professional Services
Project Management
Data Conversion Services
Professional Services Subtotal $
52,996.00
68,000.00
120,996.00
Total System Cost
$ 323,256.00
Payment Milestones
Purchase Option
Due on signing of contract
Due on Installation
Due on training completion
Due at Go Live - Annual Maintenance
25% $
50% $
25% $
80, 814.00
161, 628.00
80, 814.00
48, 452.00
Maintenance Period begins on installation due at go live
Maintenance Fees increase 5% annually
Fee Includes Product Releases, Upgrades, and 24/7/365 Phone Support
Pricing Valid For 90 Days
Computer Aided Dispatch (CAD)
Detailed Pricing
City of Crestview
Units Dispatched:
62
Item Part it Unit Qty List Price Extended Price
SmartCAD (Computer Aided Dispatching)
Base Package (26 to 75 units dispatched)
Features List: Multi Jurisdiction, Police, Fire/EMS, GEO Validation, Report #
generation, Demographic Data Collection/Reporting, integrated to RMS/MCTs
and other SmartCOP modules.
SmartMAP (ESRI Runtime Based Mapping)
Features List: Call Plotting, Closest unit Recommendation, Vehicle Plotting and
Routing, Configurable icon support, includes E911 Phase ii Support
CAD-T1 Per Site 1 $ 53,000 $ 53,000
CAD -MAP Per Workstation 5 $ 2,700 $ 13,500
Optional Components
Automatic Vehicle Location (AVL) Support CAD-AVL Per Site 1 $ 3,000 $ 3,000
(Requires SmartCOP Mobile Computer Terminals or custom interface)
E911 ANI/ALI Data Import
State/NCIC Queries (Requires NCIC Services)
Interfaces
RapidSOS
Fire Incident Export
(Streetwise, Firehouse, EMS Pro, Documed, Fire Programs, ESO, etc.)
CAD-911 Per Site 1 $
CAD-CIC Per Site 1 $
CAD -SOS Per Site 1 $
CAD-EXP Per Destination 2 $
4,500
4,500
2,500
5,000
4,500
4,500
2,500
10,000
SmartCAD SOFTWARE SUBTOTAL
SUBTOTAL $ 91,750
CAD Professional Services
Project Management
User Classroom Training (Max Size 10)
CAD Administrator / Dispatch Supervisor Training
"Go Live" on -site support
Lodging/Vehicle/Per Diem
SmartCAD Total
CAD -PM Package
CAD-TUSER Per 8hr. Class 2
CAD-TSYS Per 4hr. Class 1
CAD-TLIVE Per 8hr. Day 1
T-DIEM Per Day 4
$190/hr
$ 1,520
$ 760
$ 1,520
$ 300
Subtotal
9,175
3,040
760
1,520
600
15,095
Total $ 106,845
Records Management System (RMS)
Detailed Pricing
City of Crestview
Number Sworn:
57
Item Description Part # Unit Qty. List Price Ext. Price
SmartRMS (Records Management System)
Base Package (26 to 75 sworn)
Features List: Master Name, Master Business, Master Vehicle, Case
Management, incident/Offense, Arrest/Charge Reports, Field interviews,
Trespass Warnings, Pawn, Local & State Citations, Tow, Consent to Search,
Citizen Assist, Crash Reports
RMS-T1 Per Site 1 $ 53,000 $ 53,000
Optional Components
State NIBRS Module
Evidence / Property Management Module
Interfaces
E-Crash Transmittal (Depend on State)
E-Citation Transmittal (Depends on State)
SmartRMS SOFTWARE SUBTOTAL
RMS Training & Installation
Project Management
User Classroom Training (Max Size 10)
Evidence Training (Max Size 10)
Supervisor/Investigator Training (Max Size 10)(User Training Prerequisite)
"Go Live" on -site support
Lodging/Vehicle/Per Diem
RMS-NIBRS
RMS-EVP
RMS-ECR
RMS-ECT
RMS-PM
RMS-TUSER
RMS-TEVP
RMS-TSUP
RMS-TLIVE
T-DIEM
Per Site 1 $
Per Site 1 $
Per Destination
Per Destination
1
1
2,500 $ 2,500.00
5,000 $ 5,000.00
2,500
2,500
2,500.00
2,500.00
SUB TOTAL $ 65,500.00
Package $190/hr $
Per 8hr. Class 1 $ 1,520 $
Per 4hr. Class 1 $ 760 $
Per 4hr. Class 2 $ 760 $
Per 8hr. Day 1 $ 1,520 $
Per Day 4 $ 300.00 $
Subtotal $
6,550.00
1,5 20.00
760.00
1,520.00
1,5 20.00
600.00
12,470.00
SmartRMS Total
Total $ 77,970.00
City of Crestview
Mobile Computer Terminal / Field Based Reporting
Detailed Pricing
Number Mobiles
49
Item Description
PM* Unit Qty. List Price Ext. Price
SmartMCT Core (Mobile Computer Terminal)
SmartMCT Client (1 - 99)
(Windows or iO5 Devices)
Features List: CAD Viewer, Car -to -Car and Car -to -CAD messaging, Silent/Self Dispatch,
AVL Support / Transmission
MCT-T1 Per Mobile 41 $ 300 $ 12,300
MCT Components
RMS Query Access (requires SmartCOP RMS) MCT-RMS Per Mobile 40 $ 150 $ 6,000
State/NCIC Queries (required NCIC Services) MCT-CIC Per Mobile 40 $ 150 $ 6,000
Integrated NCIC queries for persons, vehicles, vessels, firearms, articles (requires NCIC
Services), Text -to -Voice response read back
SmartMAP (ESRI Based Mapping Solution) (Agency to provide map data) MCT-EMM Per Mobile 40 $ 250 $ 10,000
Field Based Reporting (FBR)
FBR Client (Mobile Forms) (1 - 99)
Incident / Offense / Arrest Reports (Requires SmartCOP RMS)
Citations Faulty Equipment Vehicle Crash Report
Tow Logs Radar Logs Officer Activity Report
Field Interviews Local Ordinance Citations
FBR Components
Easy Street Draw Client (1 - 99)
SmartMCT SOFTWARE SUBTOTAL
Mobile Training
Project Management
MCT User Classroom Sessions (Max Size 20)
MCT Fire/EMS User Classroom Sessions (Max Size 20)
FBR User Classroom Sessions (Max Size 20)
One on One Mobile Administrator Training
"Go Live" on -site support
Lodging/Vehicle/Per Diem
SmartMCT Total
FBR-T1 Per Mobile 40 $ 300 $ 12,000
SC-TCESD Per Vehicle or Wks 40 $ 249 $ 9,960
SUB TOTAL $ 56,260
MOBILE -PM Package $190/hr $ 5,626
MCT-TUSER Per4hr. Class 2 $ 1,520 $ 3,040
MCT-TFUSER Per 2hr. Class 1 $ 380 $ 380
FBR-TUSER Per8hr. Class 2 $ 3,040 $ 6,080
MOBILE-TSYS Per4hr. Class 1 $ 760 $ 760
MOBILE-TLIVE Per8hr. Day 1 $ 1,520 $ 1,520
T-DIEM Per Day 8 $ 300.00 $ 1,200
Subtotal $ 18,606
Total $ 74,866
Administrative Modules
Detailed Pricing
City of Crestview
Number Employees:
70
Item Part # Unit Qty. List Price Ext. Price
SmartADMIN (Administrative Modules)
Base Package (51 to 200 employees)
Features List: Employee Manager, Permissions, Training Management,
Fleet Management, Fixed & Issued Property Management,
Configuration Manager)
ADM-T1
Per Site 1 $ 5,000 $ 5,000
Optional Components
State CIC/NCIC Communication Services
State CIC/NCIC Parsing Driver License, Registrations
Paging/Notification Services (e-mail notifications)
SmartSHARE - Data sharing
SmartlR - Incident Reporting by Public
Analytics Package - SmartData & SmartReports (AdHoc Reporting)
STATE -SW
STATE -PAR
ADM-PAG
ADM -SHARE
ADM-WEBIR
ADM-DAS
Per Agency 1 $ 4,000 $ 4,000.00
Per Site 1 $ 4,000 $ 4,000.00
Per Site 1 $ 1,250 Included
Per Site 1 $ 7,500 Included
Per Site 1 $ 4,500 $ 4,500.00
Per Site 1 $ 2,500 Included
SmartADMIN SOFTWARE SUBTOTAL
SUB TOTAL $ 17,500.00
Third Party Software
Crystal Reports Designer
SC-CREP Per Workstation 0 $
650 $
Third Party SOFTWARE SUBTOTAL
SUB TOTAL
Administration Training & Installation
Project Management
ESRI/GIS Implementation Consultation
User Classroom Sessions (Max Size 10)
Lodging/Vehicle/Per Diem
ADM -PM Package
ESRI-UPG Per Site
ADM-TUSER Per 4hr. Class
T-DIEM Per Day
$190/hr
1 $ 3,040
1 $ 760
1 $ 300.00
Subtotal
$ 2,875.00
$ 3,040.00
$ 760.00
$ 150.00
$ 6,825.00
Admin Total
Total $ 24,325.00
Custom Crystal Reports can be provided at $180/hr., $1000 minimum charge
Data Conversion
Detailed Pricing
City of Crestview
Module
Package includes
Quantity Cost Ext. Price
Computer Aided Dispatch
Base Package
Caution Notes
Historical CAD Call information data elements to include Call for
Service Data, People, Vehicles, Property & Guns, Locations, Notes,
KeSPP.ndin .Units
Caution Information, Caution Location, Caution Person, Caution
Vehicle
1 $ 20,000.00 $ 20,000.00
1 $ 3,000.00 $ 3,000.00
Records Management System
Traffic Package
Traffic Crash / Accident Data
Citation Data (Traffic Citations & Warnings / Faulty Equipment)
To include data elements for People, Vehicles, Locations, &
Business, Narrative
1 $ 12,000.00 $ 12,000.00
Incident Report & Arrest Report Data to include data elements for
Incidents/ People, Vehicles, Property and Evidence, Locations, Business,
1 $ 15,000.00 $ 15,000,00
Arrest Package Narrative, Person Photo (mugshot or other image) or SMT photo,
and.axtachmpnts.
Conversion from legacy system Master Indexes to include data
elements for Address, Vessel, Vehicle, Business and Organization,
Names, demographic data, Photo (mugshot or other image) or SMT
photo,
Person attachments
Master I ndex
1 $ 5,000.00 $ 5,000.00
Field Interview Information to include data elements for People,
Field Interviews Vehicles, Locations, Narrative, Field Interview attachments
1 $ 4,000.00 $ 4,000.00
Evidence
Management
Evidence/Property Information to include data elements for
Property/Evidence descripters, Chain of custody, Attachments
2 $ 6,000.00 $ 9,000.00
Total Data Conversion
$ 68,000.00
CONTROLLING ADDENDUM TO CONTRACT
This Controlling Addendum to Contract is between the City of Crestview, Florida (the
"City") and SmartCOP, Inc. (the "Vendor"):
WEIEREAS, Vendor provided to the City a proposal to provide public safety software and
related services dated August 4, 2020 (the "Proposal"); and
WHEREAS, the Vendor provided to the City a proposed Software License and Services
Agreement (the "License Agreement") and a proposed Software Support and Maintenance
Agreement (the "Support Agreement"); and
WHEREAS, the City desires to do business with Vendor but finds certain terms of the
License Agreement and Support Agreement contrary to the City's purchasing policies and
strategies; and
WHEREAS, this Addendum is intended to and does modify the License Agreement and
Support Agreement and, upon execution, this Addendum shall supersede and replace any contrary
or conflicting terms of the License Agreement and Support Agreement.
NOW, THEREFORE, the parties agree as follows:
1. This Addendum shall supersede and replace any contrary or conflicting terms of
the License Agreement and Support Agreement.
2. Regardless of any provision in the License Agreement or Support Agreement,
Vendor agrees that it shall comply with the requirements of Florida's public records law as set
forth in Exhibit A hereto, and as modified by the legislature from time to time. Vendor may not
delete or destroy any public records contrary to law.
3. Regardless of any provision in the License Agreement or Support Agreement to the
contrary, the City shall only be responsible for those fees and charges as set forth and existing on
the commencement date of the agreements. Therefore, any change by Vendor to its policies, fees
or charges after the commencement date of the agreements shall not be binding on the City unless
the City separately and specifically approves such changes in accordance with law.
4. In addition to any termination provisions in the License Agreement or Support
Agreement, the City may terminate the agreements at any time by giving ninety (90) days written
notice to Vendor. Vendor shall be entitled to payment for deliverables in progress, to the extent
work has been performed satisfactorily. Renewal of the agreements is contingent upon the
appropriation by the City Council of funds to fulfill the requirements of the contracts. If the City
Council fails to appropriate sufficient monies to fulfill the terms of the contracts, or if such
appropriation is reduced by veto or by any means provided by City Ordinance or State Law to
prevent the total appropriation for the year from exceeding revenues for that year, or for any other
lawful purpose, the effect of such reduction is to provide insufficient monies for the continuation
EXHIBIT A
PUBLIC RECORDS REQUIREMENTS
SmartCOP, Inc. as Contractor, shall comply with the requirements of Florida's Public Records
law. In accordance with Section 119.0701, Florida Statutes, Contractor shall:
a. Keep and maintain public records required by the public agency in order to perform the service.
b. Upon request from the public agency's custodian of public records, provide the public agency with
a copy of the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided under Florida's Public Records Law or as
otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of this contract if Contractor does not transfer the records
to the public agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of Contractor or keep and maintain public records required by the public agency to
perform the service. If Contractor transfers all public records to the public agency upon completion
of the contract, Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If Contractor keeps and
maintains public records upon completion of this contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to
the public agency, upon request from public agency's custodian of public records, in a format that
is compatible with the information technology systems of the public agency.
e. If Contractor has questions regarding the application of Chapter 119, Florida Statutes, to
Contractor's duty to provide public records relating to this Agreement, Contractor shall
contact the Custodian of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerk(a),cityofcrestview.orq
f. In the event the public agency must initiate litigation against Contractor in order to enforce
compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the public
agency because Contractor failed to provide access to public records responsive to a public record
request, the public agency shall be entitled to recover all costs, including but not limited to
reasonable attorneys' fees, costs of suit, witness, fees, and expert witness fees extended as part of
said litigation and any subsequent appeals.
of the contracts, the contracts shall terminate on the date of the beginning of the first fiscal year
for which funds are not appropriated.
5. Regardless of any provision in the License Agreement or Support Agreement or
appendices thereto to the contrary, fees or charges, including but not limited to Maintenance Fees,
shall not automatically increase by an annual amount in excess 2.5%.
6. This Addendum may be executed in one or more counterparts and shall be effective
as of the date when each party has executed and delivered a counterpart hereof. Each counterpart
shall be deemed an original and all such counterparts shall be deemed one and the same document.
Facsimile or digitally signed signatures transmitted by electronic means shall be binding as though
they were originals.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals to this Controlling
Addendum to Contract.
CITY OF CRESTVIEW
Date r/2 %O
Date
Attest: lizabeth M. Roy, City Clerk
SMARTCOP, INC.
8 _z zd
Date 08/26/0220
Authorized Signature
Scope of Services
August 4, 2020
Re: SmartCOP System Implementation
Chief Holland,
et7, Smart
SmartCOP, a business unit of Harris Computer', is pleased to implement SmartCAD, SmartRMS, and
SmartMOBILE to the City of Crestview.
SmartCOP engages in system development, implementation, and support services for a fully integrated
solution of public safety software products. Our solution is a field -proven public safety system designed to
respond to the demands of the City of Crestview
We are proud to not only be a vendor who offers differentiated, value-added products, but also to be a partner
in the truest sense.
Our main point of contact for purposes of this proposal is Michael Snyder who is available at (850) 232-4846
to discuss any questions or contractual matters relating to this proposal. The undersigned, Steven Williams,
Vice President, has authority to bind SmartCOP, Inc. to any legal agreement negotiated with the City of
Crestview.
We look forward to working in partnership with your agency to provide a state-of-the-art system that meets
the public safety information needs of the County, while enhancing public safety.
Sincerely,
1
Steven Williams
Vice President SmartCOP Operations
SW/ms
E-mail: steven.williams@smartcop.com
1SmartCOP is a business unit of the Harris Operating Group of Constellation Software, Inc. N. Harris Computer Corp. is a member of
the Harris Operating Group and is one of the legal entities that markets and distributes software products and services under the
SmartCOP Software platform.
Phone: 850.42.9.0082 I Fax: 850.429.0522 I www.smartcop.com
Scope of Services
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Products and Services
Based on business process meetings and information obtained by SmartCOP from the City of Crestview
we are proposing the following products and services:
Project Management
SmartCOP will assign a dedicated Project Manager as the single point of contact for the duration of the
implementation. The project manager leads the project and is empowered to make the necessary
decisions to ensure a successful implementation. We highly recommend your agency assign a point of
contact who is knowledgeable in law enforcement as well as the agency's business rules and workflow.
The agency's project manager is a key ingredient to the project's success.
Our years of experience and implementations in numerous, comparable agencies ensure your agency
will receive the benefit of a proven design, thoroughly tested in real -life scenarios. The key to our
solution is its' configurability. The design process is actually encompassed in two tasks common to each
module: Business Process and Standard Operating Procedure (SOP) discussions, and Validate
Configuration.
During the Business Process and SOP Discussions, we work closely with your staff to identify current
business rules, any processes or procedures you have identified for improvement, and together we will
map your workflow to our system. This is an excellent opportunity for you to implement the best practices
and improvements your team has identified.
Once the modules have been configured, you will have the opportunity to review, validate, and accept
the configuration. Because your team has been involved in the up -front discussions, trained on the use
of the configuration tools, and performed the validation, they will be thoroughly versed in the design as
configured for your environment.
A detailed project plan will be provided and will include major milestones and related timelines for
accomplishing each task. Additionally, a Statement of Work is provided.
Software Installation and Implementation
The SmartCOP software suite is a fully integrated solution. All third party tools and/or interfaces to third
party devices have been thoroughly vetted as part of our product development and testing process. Any
new data exchanges (interfaces) will be created in collaboration with the appropriate third party vendor
and certified as Accepted by that vendor. The Implementation Plan defines these integration points and
the timeline for interface installations.
SmartCOP provides comprehensive installation services for each of the product lines. We begin by
providing recommended specifications for all servers, storage, communication and peripheral devices
needed for a successful implementation. Additionally, we can assist the IT staff with initial configuration
and setup. This helps ensure not only the appropriateness of the host environment, but also that staff
members have the knowledge required to support the infrastructure in the future. All software
installation is completed by SmartCOP. We have seasoned professionals with a wealth of experience for
installing, configuring, and tuning our products to perform to the agency's environment. We have
developed implementation tools, proven over time, to help deliver our software solution to the agency.
By means of both on -site (as needed) and remote installation, we can efficiently and reliably install and
perform base configuration of each software module.
Phone: 850.429.0082 I Fax: 850.429.0522 I www.smartcop.com
Scope of Services
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For each software module that a customer purchases, SmartCOP follows a five -phase approach as
outlined below:
Phase
Major Activities That Occur
Initiation
The initiation phase includes project kickoff meeting, statement of work
meetings and signoff and project plan finalization.
Preparation
Agency preparation which includes network preparation, purchasing, and
installation of necessary hardware and third party software, and providing
remote access to SmartCOP server.
If applicable, data conversion process begins.
Business process meetings occur between agency and SmartCOP.
Configuration
SmartCOP delivers databases and software applications.
System is configured by agency with input and guidance from SmartCOP.
If applicable, agency performs data validation on converted data.
Implementation
System administration training
User Training
GoLive!
Closure Phase
Customer signoff on all deliverables
Project and financial closure
Transition of project to SmartCOP technical support
Software Deliverables
CAD (site license)
• This is a site license for City of Crestview Employees
• Five (5) licenses for ESRI Mapping Software
• Automatic Vehicle Location (AVL) Support
• State CJIS/NCIC Query Support
• ANI/ALI data import
RMS (site license)
• This is a site license and includes the following software modules:
o Master Index (Persons, Vehicles, Business)
o Offense and Arrest
o Trespass Warnings
o Field Interview Report
o Tow Receipt
o Traffic Citations
o Traffic Warnings
o Citizen Assists
o Evidence Management
o UCR/NIBRS Reporting
Oct I Pensacola I FL 32514
Phone: 850.429.0082 ! Fax: 850.429.0522 I www.smartcop.com
Scope of Services
o Radar Log
o RMS Configuration
o Evidence Management
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Mobile Software
• MCT CAD access for 41 computers
• MCT RMS Query Access for 40 computers
• MCT FCIC/NCIC Queries (persons, vehicles, boats, articles, guns) for 40 computers
• ESRI Runtime Standard Licensing for 40 computers
• Field Based Reporting
o Offense and Arrest
o Trespass Warnings
o Field Interview Report
o Tow Receipt
o Traffic Citations
o Traffic Warnings
o Citizen Assists
o Evidence Submission
o Warrant Application
o UCR/NIBRS Reporting
o Radar Log
• Trancite — Easy Street Draw license for 40 computers
Administrative Module (site license)
• Employee Master (Personnel)
• Issued Property
• Fleet Management
• Paging/Notification
• Smart Reports
• SmartSHARE
• Training
• Analytics Package
• SmartlR— Citizen Incident Reporting
• FCIC/NCIC Communication Services
• FCIC/NCIC Parsing Engine (Provides parsing of driver license as well as vehicle and boat
registration parsing)
Data Conversion
Historical CAD Call information data elements to include Call for
CAD Base Package Service Data, People, Vehicles, Property & Guns, Locations,
Notes, Responding Units
15 Roe Street I Pensacola I FL 132514
Phone: 850.429.0082 I Fax: 850.429.0522
V, W.:martsop.com
Scope of Services
CAD Caution Notes
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Caution Information, Caution Location, Caution Person, Caution
Vehicle
RMS Traffic Package
Citation Data (Traffic Citations & Warnings / Faulty Equipment)
To include data elements for People, Vehicles, Locations, &
Business, Narrative
RMS Incidents/
Arrest Package
Incident Report & Arrest Report Data to include data elements
for People, Vehicles, Property and Evidence, Locations,
Business, Narrative, Person Photo (mugshot or other image) or
SMT photo, and attachments.
Master Index
Conversion from legacy system Master Indexes to include data
elements for Address, Vessel, Vehicle, Business and
Organization,
Names, demographic data, Photo (mugshot or other image) or
SMT photo,
Person attachments
Field Interviews
Field Interview Information to include data elements for
People, Vehicles, Locations, Narrative, Field Interview
attachments
Evidence
Management x2
Evidence/Property Information to include data elements for
Property/Evidence descriptors, Chain of custody, Attachments
Migrate data from OSSI as well as USA Software
External Integration
• RapidSOS Interface
• Citation transmittal to County Clerk
• Crash report transmittal to DHSMV
• Fire Incident data export
Training and Installation Services
CAD Training
• 2 CAD end user classes; 8 hours each
• 1 CAD administrator/ supervisor class; 4 hours each
Records Training
• 1 RMS class; 8 hours each
• 1 Evidence class; 4 hours each
• 1 Supervisor/Investigator class; 4 hours each
• Go Live Support; 8 hours
• 1 Evidence management class; 4 hours each
Phone: 850.429.0082 Fax: 850.429.0522 I www.smartcop.com
Scope of Services
Mobile Training
• 2 LE MCT User Classes; 4 hours each
• 1 FD MCT User Classes; 2 hours each
• 2 FBR User Classes; 8 hours each
• Go Live Support; 8 hours
System Administrator Training
• 1 RMS/Mobile System Administrator Class; 4 hours each
• 1 Employee Master/Fleet/Property class; 8 hours each
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Maintenance and Support
• Support and Maintenance of the SmartCOP system provided to the agency immediately after
installation. Annual software maintenance will be assessed annually, payable immediately
following go live of system.
CJIS Security Adherence
• SmartCOP conforms to all FBI CJIS Security requirements for vendors and as such all employees
that will interact with your agency's criminal justice information have had fingerprint
background checks performed as well as security training conducted.
Software Updates
• Customers on active maintenance agreements are entitled to all software updates at no
additional charge. SmartCOP regularly updates their software based on enhancement requests
from customers and other factors such as new hardware technologies, new industry standards,
etc. SmartCOP also makes software functionality changes that are necessary to keep their
software compliant, where applicable, with new or changed Federal, State or Local
requirements impacting the agency's ability to meet such requirements within the intended
scope of the currently installed SmartCOP software.
Pricing
See Appendix 1- SmartCOP Product Schedule & Pricing
Acceptance
The agency named below verifies that the terms of this Scope of Work is acceptable. The parties
hereto are each acting with proper authority by their respective companies.
Licensor Licensee
By:
Printed Name: Steven Williams
Title: Vice President — Operations
Date: 8/4/2020
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Phone: 850.429.0082 I Fax: 850.429.0522 I www.smartcop.com