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Home My Public Portal AboutORD14291 BILL NO. 2007-117 • SPONSORED BY COUNCILMAN Crane ORDINANCE NO. �� 1 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH NEW WORLD SYSTEMS FOR CAD / RMS SYSTEM. WHEREAS, New World Systems has been selected as the firm best qualified to provide professional services related to the CAD / RMS System project; NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. New World Systems is hereby approved as the best qualified firm to provide professional services and its proposal is hereby accepted. Section 2.The Mayor and City Clerk are hereby authorized to execute an agreement with New World Systems for CAD / RMS System. • Section 3. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit A. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: 7, �C� Ap roved: L P esiding Officer Mayor AT ST: AP O ED AS OR d Clerk' City Iffounsdior i New World Systems' • 11x•Public WtorJ7 flirare Lbnr(xury May 27,2008 ADDITIONAL SOFTWARE LICENSE AGREEMENT Chief Roger Schroeder Jefferson City Police Department 401 Monroe Street Jefferson City,MO 65101 Dear Chief Schroeder New World Systems is pleased to license you additional software per your request. The attached forms (Exhibits AA, A, B and G) are to be reviewed and approved by you and/or your authorized representative. They describe the additional software and services you have requested along with the related fees. Other than for the purposes of internal review,we ask that you treat our fees as confidential information. This is due to the competitive nature of our business. Other than amended as provided in this Agreement,the General Terms and Conditions from our original License Agreement are incorporated and continue to apply. Any taxes or fees imposed from the course of " this Agreement are the responsibility of the Customer. We thank you for your continued business with New World Systems. We look forward to working on this project with you. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS®CORPORATION JEFFERSON CITY MISSOURI (N W rl ( stomer O/,- By 64. By: Larr D.Leinweber,President rized Signatur Title /� uthori ed Signature Titl Date: O& ��'� Date: "", ,-), ;wnp 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. The"Effective Date"of this Agreement is the latter of the two dates in the above signature block. • Corporate:888 West Big Beaver Road•Suite 600•Troy•Michigan 48084-4749.248-269-1000•www.newworldsystems.com • EXHIBIT AA TOTAL COST SUMMARY AND PAYMENT SCHEDULE I. Total Costs Summary: Licensed Standard Software,Implementation Services,And Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $8,500 B. INSTALLATION AND TRAINING SERVICES as further described in Exhibit B 5,200 C. CUSTOM SOFTWARE INTERFACE as further described in Exhibit G 15,600 D. TRAVEL EXPENSES 1,500 ONE TIME PROJECT COST: &IOA E. STANDARD SOFTWARE MAINTENANCE SERVICES—the services are further detailed in Exhibit C. 1. Warranty Period 90 days 2. Year One of Standard Software Maintenance $1,600 ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE . PRICING VALID THROUGHJUNE 30,2008. • CONFIDENTIAL 2CNTADD Pawn Shop Upload r3.doc Page 2 of 8 Jefferson City,MO • Exhibit AA/COST SUMMARY AND PAYMENT SCHEDULE II Payments for Licensed Standard Software Implementation Services,and Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $8,500 1. Amount due upon Agreement execution(50%) $4,250 2. Amount due upon delivery of each Licensed Standard 4,250 Software(50%) B. INSTALLATION AND TRAINING SERVICES as further described in Exhibit B 5,200 1. 40 hours billed as used C. CUSTOM SOFTWARE INTERFACE as further described in Exhibit G 15,600 1. Amount due upon the Effective Date(60%) $9,360 2. Amount due installation of custom software interface(50%) 6,240 D. TRAVEL EXPENSES(Estimate) 1,500* (These expenses are billed as incurred) • 1. 1 trip is anticipated, to be billed at actual cost for reasonable expenses incurred for airfare,rental car, lodging,tolls,mileage,and daily per diem expenses. 2. Travel labor for the estimated 1 trip will be billed at 4 hours maximum per(round)trip. ONE TIME PROJECT COST: $ 0 *Estimate E. STANDARD SOFTWARE MAINTENANCE SERVICES—the services are further detailed in Exhibit C. 1. Warranty Period 90 days 2. Year One of Standard Software Maintenance 1,600 ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH JUNE 30,2008. • CONFIDENTIAL 2CNTADD Pawn Shop Upload r1doc Page 3 of 8 Jefferson City,MO • EXHIBIT A LICENSED STANDARD SOFTWARE AND FEES 1. License Fee for Licensed Standard Software And Documentation Selected By Customer: Application Package'2,3,4 Cost AEGIS JUSTICE LINK(AJL)OPTIONS 1.6 1. Aegis Justice Link Interface Server at a New World Site(MSP) 10,000 -One AJL Interface Server can support multiple GJXML interfaces,except for Consolidated Searches. NEW WORLD STANDARD SOFTWARE LICENSE FEE 10,000 LESS DEMONSTRATION SITE DISCOUNT (1,500) • Note: Standard Software Maintenance Agreement(SSMA) fees of$1,600 for the above software will be added to Customer's current SSMA fees and will commence 90 days after delivery of the software; year one cost to be prorated to run concurrently with Customer's existing SSMA. Subsequent year SSMA fees for the above software will be consistent with the SSMA agreement currently in effect. CONFIDENTIAL 2CNTADD Pawn Shop Upload r1doc Page 4 of 8 Jefferson City,MO • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES ENDNOTES I Personal Computers must meet the minimum hardware requirements for New World Systems'MSP product. Microsoft Windows 2000 or XP is the required operating system for all client machines. Windows 2003 Server and SQL Server 200012005 are required for the Application and Database Server(s). 1 New World Systems MSP product requires Microsoft Windows 2003 Server and SQL Server 200012005 including required Client Access Licenses(CALs)for applicable Microsoft products.Servers must meet minimum hardware requirements provided by New World Systems. 3 New World Systems MSP product requires Microsoft Word and Excel. Suggested minimum: IOOMB Ethernet Network. IOMB CATS Ethernet Network may have less than adequate response time. Further consultation would be required to assess your network. S New World State Compliance software(i.e.,Accidents, etc)is required for AJL interfaces to LERMS and/or Corrections. 6 All third parry software or third party databases interfacing with AJL Server must present data in a GJXML/GJXDMformat. Prices assume that all software is licensed.Prices are quoted as preliminary estimates only and are subject to further clarification and confirmation. 8 Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed. • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES 2. License Fee Payment Schedule for Licensed Standard Software and Documentation The payments for Licensed Standard Software are covered under the Cost Summary and Payment Schedule in Exhibit AA. ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH JUNE 30,2008. • CONFIDENTIAL 2CNTADD Pawn Shop Upload r1doc Page 5 of 8 Jefferson City,MO • EXHIBIT B INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES 1. Installation and Training:Support Hours Recommended It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit A to insure successful installation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A,40 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. Customer agrees to reimburse New World for support trips canceled by Customer less than ten (10)days before the scheduled start date to cover New World's out-of-pocket costs and lost revenues. The recommended installation and training support services include: a) installation of each package of Licensed Standard Software;and b) Customer training and/or assistance in testing for each package of Licensed Standard Software. 2. Support Service Fees Estimate The 40 hours of installation and training support services cost has been calculated using a rate of$130 per hour. Additional services are also available at the rate of$130 per hour. This rate is guaranteed for work performed on this contract within 6 months of acceptance.Beyond that date, these and any additional services will be provided at your then current rate. Based on the services suggested above,the Installation and Training Support Services costs will be a total of$5,200. (Plus all actual and reasonable travel expenses incurred by New World divided proportionately between all New World customers visited on a single trip and actual employee travel time for Installation and Training up to but not • exceeding four(4)hours per Customer visit.) 3. Additional Services Available Other New World services may be required or requested for the following: a) additional software training; b) tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff; c) New World consultation with other vendors or third parties; d) modifying the Licensed Standard Software; e) designing and programming custom software;and f) maintaining modified Licensed Standard Software and/or custom software. Customer may request these additional services in writing using New World's Request For Service (RFS) procedure(or other appropriate procedures mutually agreed upon by Customer and New World). 4. Payments for Installation and Training Support Services and Travel Costs The payments for Installation and Training Support Services and Travel Costs are covered under the Cost Summary and Payment Schedule in Exhibit AA. All hours for installation and training support services and all travel costs will be billed weekly for services provided in the previous calendar week. Note: Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. • ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE. CONFIDENTIAL 2CNTADD Pawn Shop Upload r1doc Page 6 of 8 Jefferson City,MO • EXHIBIT G CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/MODIFICATIONS AND/OR CUSTOM SOFTWARE 1. Definition of Project New World will provide the Customer requested Standard Software Enhancements and/or Custom Software as discussed below to address the Customer's requirements. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the 2(b)(1)procedure below. Capabilities included in Fixed Cost under 3(a)and 3(b)below: a) Custom Software/Interfaces (1) Pawn Shop Upload: One-way interface for Pawn Shop Upload(price is per pawn shop software program) With New World providing consultation, Customer is responsible for obtaining technical contacts and/or technical specifications from the third parties involved. 2. Methodology to Provide Enhancements and/or Custom Software a) Definition of New World's Responsibility This project includes the following activities to be performed by New World. (1) Review of required features with Customer. Only items identified in Paragraph 1 above will be provided in this implementation plan. • (2) Preparation of Software Specifications Design Document(SSDD)to include: • menu samples • screen samples • report samples (3) Programming and programming test. (4) On-site training,testing and/or other support services using Exhibit B rates and fees. For modification requiring over fifty (50) hours of work, New World utilizes a design document procedure [see 2(b)(1) below]. For smaller modifications, New World uses a Request For Service (RFS)procedure. Both procedures are reviewed with Customer at a pre-installation planning meeting. The RFS procedure utilizes a form with a narrative description and supporting documentation if applicable to define the work to be done. • CONFIDENTIAL 2CNTADD Pawn Shop Upload r1doc Page 7 of 8 Jefferson City,MO • Exhibit G/CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/ MODIFICATIONS AND/OR CUSTOM SOFTWARE b) Implementation Schedule Activit Targeted Time Period (/) Complete Design Review or RFS Procedure with Customer To be determined Staff. Customer agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope(cost and schedule)of this project. (2) New World submits first draft of SSDD or RFS. To be determined (3) SSDD or RFS acceptance and sign-off by Customer (no To be determined programming will be done by New World until the formal sign- off and Customer's authorization to proceed in writing). (4) New World completes programming from SSDD or RFS and To be determined provides modified software to Customer. (S) Software Modification Acceptance Test To be determined c) Customer's Responsibility Customer's responsibilities are additionally defined in Section 11, Paragraph 6.0 of the General Terms and Conditions of this Agreement. All Customer requested changes after design sign-off must be • documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. 3. Cost and Payment for Modifications The cost for the enhancements and/or custom software is$15,600 and is to be paid as follows: The payments for Custom Software Interface Services are covered under the Cost Summary and Payment Schedule in Exhibit AA. Note: Where applicable,travel costs for New World employees to complete the tasks for Exhibit G services are billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and New World. • CONFIDENTIAL 2CNTADD Pawn Shop Upload r1doc Page 8 of 8 Jefferson City,MO 9 N New World Systems' • T1xe l'ublic.urlor.Vtrare 6 ni/xm), May 27,2008 ADDITIONAL SOFTWARE LICENSE AGREEMENT Chief Roger Schroeder Jefferson City Police Department 401 Monroe Street Jefferson City, MO 65101 Dear Chief Schroeder: i New World Systems is pleased to license you additional software per your request. The attached forms(Exhibits AA,A, B and Appendices 1 and 2)are to be reviewed and approved by you and/or your authorized representative. They describe the additional software and services you have requested along with the related fees. Other than for the purposes of internal review, we ask that you treat our fees as confidential information. This is due to the competitive nature of our business. Other than amended as provided in this Agreement,the General Terms and Conditions from our original License Agreement are incorporated and continue to apply. Any taxes or fees imposed from the course of • this Agreement are the responsibility of the Customer. We thank you for your continued business with New World Systems. We look forward to working on this project with you. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS®CORPORATION JEFFERSON CITY,MISSOURI (New d) to By: l�•_ B � Larry D einweber, President J Au ized Sign a re Title B uthor' ed Signature tritle Date: Q�—� Date: -08 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. The"Effective Date"of this Agreement is the latter of the two dates in the above signature block. • Corporate:888 West Big Beaver Road•Suite 600•Troy•Michigan 48084-4749.248-269-1000•www.newworldsystems.com • EXHIBIT AA TOTAL COST SUMMARY AND PAYMENT SCHEDULE 1. Total Costs Summary: Licensed Standard Software,Implementation Services,And Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $63,000 B. PROJECT MANAGEMENT as further described in Exhibit B 9,000 C. INSTALLATION AND TRAINING SERVICES as further described in Exhibit B 31,200 D. THIRD PARTY SERVICES as further described in Appendix 1 12,450 E. THIRD PARTY SERVICES as further described in Appendix 2 3,000 F. TRAVEL EXPENSES 12,600 ONE TIME PROJECT COST: G. STANDARD SOFTWARE MAINTENANCE SERVICES 1. Warranty Period 90 days • 2. Year One of Standard Software Maintenance $17,625 ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH JUNE 30,2008. • CONFIDENTIAL 3CNTADD Mobile r2.doc Page 2 of 14 Jefferson City,MO • Exhibit AA/COST SUMMARY AND PAYMENT SCHEDULE 11.Payments for Licensed Standard Software,Implementation Services,and Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $63,000 1. Amount due upon Agreement execution(40%) $25,200 2. Amount due upon delivery of each Licensed Standard 31,500 Software(50%) 3. Amount due 90 days after delivery of each Licensed 6,300 Standard Software Package(10%) B. PROJECT MANAGEMENT as further described in Exhibit B 9,000 1. 10 days after the Effective Date $4,500 2. Upon project completion or 180 days after 4,500 the Effective Date,whichever comes first. C. INSTALLATION AND TRAINING SERVICES as further described in Exhibit B 31,200 1. 240 hours billed as used • D. THIRD PARTY SERVICES as further described in Appendix 1 12,450 1. Amount due upon the Effective Date(50%) $6,225 2. Amount due upon delivery of 3`d party services(50%) 6,225 E. THIRD PARTY SERVICES as further described in Appendix 2 3,000 1. Amount due upon the Effective Date(50%) $1,500 2. Amount due upon delivery of 3`d party services(50%) 1,500 F. TRAVEL EXPENSES(Estimate) 12,600* (These expenses are billed as incurred) 1. 9 trips are anticipated,to be billed at actual cost for reasonable expenses incurred for airfare,rental car, lodging,tolls,mileage,and daily per diem expenses. 2. Travel labor for the estimated 9 trips will be billed at 4 hours maximum per(round)trip. ONE TIME PROJECT COST: *Estimate CONFIDENTIAL 3CNTADD Mobile r2.doc Page 3 of 14 Jefferson City,MO Exhibit AA/COST SUMMARY AND PAYMENT SCHEDULE G. STANDARD SOFTWARE MAINTENANCE SERVICES 1. Warranty Period 90 days 2. Year One of Standard Software Maintenance 17,625 ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH JUNE 30.2008. • t CONFIDENTIAL 3CNTADD Mobile r2.doc Page 4 of 14 Jefferson City,MO • EXHIBIT A LICENSED STANDARD SOFTWARE AND FEES 1. License Fee for Licensed Standard Software And Documentation Selected By Customer: Application Package'2.3,4 Cost MOBILE SOFTWARE MOBILE SOFTWARE ON THE RS/60005 1. Base Message Switch to State/NCIC(16-30 users) 33,000 -Base Message Switch for MDT/MCT -StateNCIC Interface 2. Additional Aegis®Software for RS/6000 Message Switch -New World CAD Interface for Aegis MSP(16-30 users) 7,000 -AVL Interface(16-30 devices)6 7,000 MOBILE SOFTWARE ON THE MSP Server 3. Aegis®Mobile Integration Software • - MDT/MCT Base CAD/RMS Interface(16-30 users) 9,000 -AVL CAD Interface(16-30 users)6 7,000 MOBILE MANAGEMENT SERVER 4. Aegis/MSP Mobile Management Server Software(16-30 users) -Base CADNCIC/Messaging N/C CLIENT SOFTWARE 5. Aegis®Law Enforcement Mobile Unit Software(30 Units) Mobile Messaging LE StateNCIC via Switch 7 $500 ea. $15,000 LE CAD via Switch $750 ea. 22,500 Drivers License Mag Strip ReaderBarcode Reader Interfaces $200 ea. 6,000 New World AVL $300 ea. 9,000 In-Car Mapping $400 ea. 12,000 Subtotal $2,150 ea. 64,500 Less Laptop Software Volume Discount of 50% -32.250 TOTAL LAPTOP SOFTWARE 32,250 r CONFIDENTIAL 3CNTADD Mobile r2.doc Page 5 of 14 Jefferson City,MO • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES NEW WORLD STANDARD SOFTWARE LICENSE FEE 95,250 LESS DEMONSTRATION SITE DISCOUNT (32,250) TOTAL SOFTWARE LICENSE FEE 9"0 Note: Standard Software Maintenance Agreement(SSMA)fees of$17,625 for the above software will be added to Customer's current SSMA fees and will commence 90 days after delivery of the software; year one cost to be prorated to run concurrently with Customer's existing SSMA. Subsequent year SSMA fees for the above software will be consistent with the SSMA agreement currently in effect. • CONFIDENTIAL 3CNTADD Mobile r2.doe Page 6 of 14 Jefferson City,MO . Exhibit A/LICENSED STANDARD SOFTWARE AND FEES ENDNOTES Personal Computers must meet the minimum hardware requirements for New World Systems' MSP product.Microsoft Windows 2000 or XP is the required operating system for all client machines. Windows 2003 Server and SQL Server 200012005 are required for the Application and Database Server(s). 2 New World Systems MSP product requires Microsoft Windows 2003 Server and SQL Server 200012005 including required Client Access Licenses(CA Ls)for applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. s New World Systems MSP product requires Microsoft Word and Excel. ° Suggested minimum: 100MB Ethernet Network. 10MB CAT5 Ethernet Network may have less than adequate response time. Further consultation would be required to assess your network. S Currently supporting Motorola, Data Radio(DMP&IP), CDPD, EDA CS, CDMA, GPRS, 802.11 and Electrocom Mobile Communication solutions only. 6 Requires 3rd party GPS hardware. 7 Customer is responsible for obtaining the necessary State approval and any non-New World hardware and software. 8 Customer must provide magnetic stripe encoding format.Also,pricing does not include required 3rd party equipment or hardware. • 9 Prices assume that all software is licensed. /0 Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed. 2. License Fee Payment Schedule for Licensed Standard Software and Documentation The payments for Licensed Standard Software are covered under the Cost Summary and Payment Schedule in Exhibit AA. CONFIDENTIAL 3CNTADD Mobile r2.doc Page 7 of 14 Jefferson City,MO f • EXHIBIT B PROJECT MANAGEMENT,INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES 1. Project Management Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software. This responsibility will include documenting,coordinating and managing the overall Implementation Plan with Customer's management and the Customer Liaison. Project Management Services include: a) a summary level Implementation Plan; b) a detail level Implementation Plan; c) revised Implementation Plans(if required); d) monthly project status reports;and e) project status meetings • a project review(kickoff)meeting at Customer's location • progress status meeting(s)will occur during implementation via telephone conference or at Customer's location;and • a project close-out meeting at Customer's location to conclude the project. f) New World consultation with other vendors or third parties. To implement the Exhibit A applications,the Project Management fee will be 9$ ,000. 2. Implementation and Training Support Hours Recommended It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit • A to insure successful implementation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A, 240 hours of New World implementation 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. Customer agrees to reimburse New World for support trips canceled by Customer less than ten (10) days before the scheduled start date to cover New World's out-of-pocket costs and lost revenues. The recommended implementation and training support services include: a) implementation of each package of Licensed Standard Software; b) Customer training and/or assistance in testing for each package of Licensed Standard Software; and c) tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff. The project management, implementation and training support services are performed at Customer's premises and/or at New World national headquarters in Troy,Michigan(e.g.,portions of project management are performed in Troy). 4. Support Service Fees Estimate The 240 hours of installation and training support services cost has been calculated using a rate of$130 per hour. Additional services are also available at the rate of$130 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 3CNTADD Mobile r2.doc Page 8 of 14 Jefferson City,MO • Exhibit B / PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Based on the services suggested above, the Project Management ($9,000) and Installation and Training Support Services($31,200)costs will be a total of$40,200. (Plus all actual and reasonable travel expenses incurred by New World divided proportionately between all New World customers visited on a single trip and actual employee travel time for Installation and Training up to but not exceeding four(4)hours per Customer visit.) Installation and Training hours will not exceed 240 hours without prior written authorization from Customer. 5. Additional Services Available Other New World services may be required or requested for the following: a) additional software training; b) tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff; c) New World consultation with other vendors or third parties; d) modifying the Licensed Standard Software; e) designing and programming Licensed Custom Software;and f) maintaining modified Licensed Standard Software and/or custom software. Customer may request these additional services in writing using New World's Request For Service (RFS) procedure(or other appropriate procedures mutually agreed upon by Customer and New World). 6. Payments for Project Management Services The payments for Project Management Services are covered under the Cost Summary and Payment Schedule in Exhibit AA. 7. Payments for Installation and Training Support Services and Travel Costs The payments for Installation and Training Support Services and Travel Costs are covered under the Cost Summary and Payment Schedule in Exhibit AA. All hours for installation and training support services and all travel costs will be billed weekly for services provided in the previous calendar week. Note: Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. • I ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE. r CONFIDENTIAL 3CNTADD Mobile r2.doc Page 9 of 14 Jefferson City,MO !, New World Systems' • The 11uh11c.Vector Snj?uare Gbmlxulp APPENDIX 1 AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY COMPUTER HARDWARE,PROPRIETARY SOFTWARE AND SERVICES This agreement (Agreement) between Jefferson City, Missouri (Customer) and New World Systems® Corporation,(New World) is to cover the procurement of Third Party Computer Hardware, Proprietary Software products and services by New World for Customer. The attached configuration (Exhibit 1)describes the Third Party products and services that New World will obtain for Customer. By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to: City of Jefferson 320 East McCarty Street Jefferson City,MO 65101 The payments for Appendix 1 Services are covered under the Cost Summary and Payment Schedule in Exhibit AA. Customer is responsible for the site preparation and related costs to install the Exhibit 1 Third Party products. Customer is responsible for any returned product charges, including re-stocking and shipping fees, for all Third Party products ordered by New World on the Customer's behalf. Actual and reasonable travel expenses incurred by New World and actual employee travel time up to but not to exceed four(4) hours per Customer visit, are in addition to the Exhibit 1 cost and will be billed weekly as incurred. • Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of both parties. If a change order in the configuration requires additional costs,New World shall notify Customer of the additional costs and with Customer's approval these costs shall be borne by Customer. Without such approval, the change order will not be processed. Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm the ordering of any Exhibit 1 products without Customer's authorized signature on the Agreements. Customer shall receive the benefit of all warranties,services,etc.provided for in the Agreements. • CONFIDENTIAL 3CNTADD Mobile r2.doc Page 10 of 14 Jefferson City,MO • AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY COMPUTER HARDWARE,PROPRIETARY SOFTWARE AND SERVICES EXHIBIT 1 CONFIGURATION ITEM DESCRIPTION INVESTMENT 1 Message Switch-IBM System p5 9131-52A Deskside/4U Rack Server $8,550 -Power GXT135p Graphics Accelerator w/Digital Support -(2)73GB 10,000 RPM Ultra320 SCSI Disk Drive(RAID 1) - 15"TFT Flat Panel Color Monitor - 1024MB(2X512MB)DIMMs,533MHz DDR SDRAM -Software Preinstall -(2)AC Power Supply,850W - 1-Core 2.1GHz POWERS+Processor Card -IDE Slimline DVD-ROM Drive -(3)Power Cord(6-Foot), 125V/1 5A -Ultra320 SCSI 4-Pack -Media Backplane Card -IBM Deskside Cover/Rack Rail Kit(Select One) -Zero-priced Value Pak Processor Entitlement • -Quiet Touch Keyboard-USB,Black -Mouse-Business Black with Keyboard Attachment Cable -Language Group: US English -2-Port Asynchronous IEA-232 PCI Adapter -36/72GB 4mm Internal Tape Drive w/5 Pack Media 2 US Robotics V.90 External Data/Fax Modem(ECS) 100 Total System Hardware $8,650 ITEM DESCRIPTION INVESTMENT 1 Message Switch System Software -AIX V5.3 N/C -System Program Order(CD Media) 50 -AIX V5.3 Value Pak 150 Total System Software $200 • CONFIDENTIAL 3CNTADD Mobile r2.doc Page 11 of 14 Jefferson City,MO i • ITEM DESCRIPTION INVESTMENT 1 Three Year IBM Service Suite $1,100 -Includes 3 Year HW/SW Maintenance Total IBM Services $1,100 ITEM DESCRIPTION INVESTMENT 1 RS/6000 Installation Support' $2,500 Total New World Services 2,500 TOTAL SYSTEM PRICE $12,45 1 RS16000 Installation and Support includes:Standard system procedure; RS16000 to MDT/MCT(data management; Workflow/process of implementing mobile communications;External consideration;and Ongoing systems administration including updates, backups database verification,forms creation, etc) CONFIDENTIAL 3CNTADD Mobile r2.doc Page 12 of 14 Jefferson City,MO S New World Systems' The Pnbtic.W1or Soflrr-ire Canjxmp APPENDIX 2 AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES This agreement (Agreement) between Jefferson City, Missouri (Customer) and New World Systems® Corporation, (New World) is to cover the procurement of Third Party products and services by New World for Customer. The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be obtaining through New World. By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to: City of Jefferson 320 East McCarty Street Jefferson City, MO 65101 The payments for Appendix 2 Services are covered under the Cost Summary and Payment Schedule in Exhibit AA. Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. • After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of both parties. If a change order in the configuration requires additional costs,New World shall notify Customer of the additional costs and with Customer's approval these costs shall be borne by Customer. Without such approval, the change order will not be processed. Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm the ordering of any Exhibit I products without Customer's authorized signature on the Agreements. Customer shall receive the benefit of all warranties,services,etc.provided for in the Agreements. CONFIDENTIAL 3CNTADD Mobile r2.doc Page 13 of 14 Jefferson City,MO AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES EXHIBIT 1 CONFIGURATION 1. GIS Software $3,000 Mobile -Mobile In-Car Mapping(30 units) ESRI Notes 1) Customer will restrict use of the ESRI Software to executable code(used with the Aegis Licensed Standard Software). 2) Customer will prohibit(a)transfer of the ESRI Software except for temporary transfer in the event of computer malfunction;(b)assignment,time-sharing,lend or lease,or rental of the ESRI Software or use for commercial network services or interactive cable or remote processing services;and(c)title to the ESRI Software from passing to any other party. 3) Customer will prohibit the reverse engineering,disassembly,or decompilation of the ESRI Software and prohibit duplication of the ESRI Software except for a single archival copy;reasonable Sublicensee backup copies are permitted. 4) Customer will disclaim,to the extent permitted by applicable law,ESRI's liability for any damages,or loss of any kind,whether special,direct,indirect,incidental,or consequential,arising from the use of the ESRI Software. 5) At the termination of their Agreement(Sublicense)with New World,Customer will certify in writing to New World that it has discontinued use and has destroyed or will return to New World all copies of the ESRI Software and documentation. 6) Customer will comply fully with all relevant export laws and regulations of the United States to assure that the ESRI Software,or any direct product thereof,is not exported,directly or indirectly,in violation of United States law. 7) Customer will prohibit the removal or obscuring of any copyright,trademark notice,or restrictive legend. 8) If New World grants a Sublicense to the United States Government,the ESRI Software shall be provided with"Restricted Rights". 9) All Aegis/MSP Customers are required to use ESRI's ArcGIS suite of products to maintain GIS data.All maintenance,training and on-going support of this product will be contracted with and conducted by ESRI. Maintenance for ESRI's ArcGIS suite of products that are used for maintaining Customer's GIS data will be contracted by Customer separately with ESRI. 10)The on-going New World SSMA cost is required for any Aegis software changes related to integration with ESRI software. 11) If a new release of ESRI software is incorporated into the Aegis software,an associated upgrade fee may be required for the new ESRI software,depending on the potential cost from ESRI;and/or on the scope of effort required to integrate the new ESRI release with Aegis software. CONFIDENTIAL 3CNTADD Mobile r2.doc Page 14 of 14 Jefferson City,MO 1 LM New World Systems The Public Sector Softruare Company STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT November 28,2007 This Standard Software License and Services Agreement which includes the attached Exhibits("this Agreement') is between New World Systems® Corporation ("New World"), a Michigan Corporation and Jefferson City, Missouri("Customer"). This Agreement sets forth the terms and conditions under which New World will furnish the Licensed Products and will provide certain services described herein to Customer. The attached Exhibits include: Exhibit AA.................... TOTAL COST SUMMARY AND PAYMENT SCHEDULE Exhibit A....................... LICENSED STANDARD SOFTWARE AND FEES Exhibit B........................ INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Exhibit C....................... STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D....................... NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES Exhibit E........................ DEMONSTRATION SITE DISCOUNT Exhibit F........................ DATA FILE CONVERSION ASSISTANCE Exhibit G....................... ESCROW OF SOFTWARE SOURCE CODE Exhibit H....................... CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/ MODIFICATIONS AND/OR CUSTOM SOFTWARE Appendix 1.................... AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES • By signing below,each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters referenced herein and replaces any prior oral or written representations or communications between us. Each individual signing below represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. If the individual is not so authorized then (s)he assumes personal liability for compliance under this Agreement. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS®CORPORATION JEFFIEMSON CITY MISSOURI (New�)� stomer) , By. By: rry D.Leinweber,President rized Signature Title B zt"__ '�7 Authorized Signature Title Date: 12-20-G / Date: 94& ' I 1 1 '1�4 The"Effective Date"of this Agreement is the latter of the two dates in the above signature block. Corporate:888 West Big Beaver Road•Suite 600•Troy•Michigan 48084-4749.248-269-1000•www.newworldsystems.com I. DEFINITIONS The following terms as defined below are used throughout this Agreement: 1. "Licensed Standard Software': The current version of New World standard and development application software package(s)(in machine readable code)listed on Exhibit A. "Development Software" is standard application software currently under development by New World which, if applicable,will be completed and delivered to Customer as Licensed Standard Software during the term of this Agreement. 2. "Upgrades': Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C of this Agreement and released after the execution of this Agreement. 3. "Licensed Custom Software": Any software(programs or portions of programs)developed by New World specifically for Customer's own use. 4. "Licensed Software": The Licensed Standard Software(including any Development Software), Upgrades, and Licensed Custom Software provided under this Agreement. 5. "Licensed Documentation': New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions relating to the Licensed Software(such as Product Bulletins,installation instructions,and training materials). 6. "Authorized Copies': Except as provided in Section It,subparagraph 1.3,the only authorized copies of the Licensed Software and Licensed Documentation are the copies of each application software package defined in this Paragraph. They are: (i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this Agreement;and (ii) any additional copies made by Customer as authorized in Section 11,subparagraph 1.2. 7. "Licensed Products": The Licensed Software,the related Licensed Documentation,and the Authorized Copies of the foregoing. 8. "Delivery of Licensed Standard Software": Licensed Standard Software will be delivered in a machine readable form to Customer on the appropriate media or via an agreed upon network connection as soon as the software is available after the Effective Date. 9. `Installation of Licensed Standard Software": Installation of the Licensed Standard Software shall be deemed to occur upon the earlier of: (a)the transfer or loading of the Licensed Standard Software onto a Customer server or computer,or ® (b)thirty(30)days after delivery of the Licensed Standard Software. 1 10. "Custom erLiaison": f A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten (10)days of the Effective Date,Customer shall notify New World of the name of the Customer Liaison. 11. "SSMA': The New World Standard Software Maintenance Agreement as set forth in Exhibit C. 12. "Computer": The MSP Server(s)to be located at: City of Jefferson 320 East McCarty Street Jefferson City,MO 65101 Customer shall identify in writing the serial number of the Computer within ten(10)days of receipt of the Computer or within ten (10)days of the Effective Date,whichever is later. If the Computer is to be relocated,Customer shall notify New World of the new location in writing prior to the relocation. 13. "Confidential Information": Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as "Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was previously known to the other party without obligation of confidence or without breach of this Agreement,is publicly disclosed either prior or subsequent to the other party's receipt of such information,or is rightfully received by the other party from a third party without obligation of confidence. 14. "An Authorized User(Workstation': Subject to the number of users specified in Exhibit A,any PC workstation that is connected to access the Licensed Software resident on Computer and that may be logged on to access the programs,interfaces,data,or files created and/or maintained by the Licensed Software. II. GENERAL TERMS AND CONDITIONS 1.0 SINGLE USE LICENSE 1.1 New World grants Customer a nontransferable, nonexclusive, and non-assignable license to use the Licensed Software only on the Computer and only for its internal processing needs. Customer shall have the right and license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the Computer and only on an authorized workstation. New World will deliver to CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 2 of 36 Jefferson City,MO • Customer one copy of each application of the Licensed Software (in machine readable form compatible with the specified operating environment) and one copy of the related Licensed Documentation. If Customer fails to pay all license fees specified in Exhibit A and the applicable custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products and shall return them to New World. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) back-up copies on magnetic media of each application of the Licensed Software and one back-up copy of the related Licensed Documentation. These Authorized Copies may be stored as defined above so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole or in part, in any form or media. This restriction on making and distributing the Licensed Products or copies of any Licensed Product, includes without limitation,copies of the following: (i) Program libraries,either source or object code; (ii) Operating control language; (iii) Test data,sample files,or file layouts; (iv) Program listings;and (v) Licensed Documentation. 1.3 Upon written request by Customer, and with written permission by New World, additional Authorized Copies may be made for Customer's internal use only. 2.0 OWNERSHIP 2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein, remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable, non-assignable license to use the Licensed Products as restricted herein. 2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in this license. New World shall have the right to use any data processing ideas, techniques,concepts, and/or know-how acquired by it in the performance of services under this Agreement including the development of Licensed Custom Software for the advancement of its own technical expertise and the performance of other Software License and Service Agreements or any other applicable agreements. New World shall have, without restriction, the right to use all programs, procedures, information, and techniques that are publicly available, obtained or obtainable from third parties and/or developed independently by New World without specific reference to Customer's organization. 3.0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE 3.1 New World provides software correction service and maintenance for the Licensed Standard Software during the term of Customer's SSMA and the warranty period preceding it. See Exhibit C for a description of the warranty period, the SSMA start date and term, the services available and the applicable fees and procedures. 4.0 WARRANTIES 4.1 New World warrants, for Customer's benefit only, that the Licensed Standard Software will perform as specified in its user manuals based on the then-current release of the Licensed Standard Software. 4.2 New World warrants, for Customer's benefit only, that it possesses the necessary intellectual rights to license to Customer the Licensed Standard Software provided hereunder. The foregoing warranties do not apply if the Licensed Product(s)have been modified by any party other than New World. New World does not warrant that the features or functions of the Licensed Software will meet Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, AND ITS SUBSECTIONS, NEW WORLD EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY • ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INSTALLATION AND TRAINING SUPPORT SERVICES CONFIDENTIAL Agreement 112807-Jefferson City MO.doe Page 3 of 36 Jefferson City,MO • 5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available to Customer qualified representative(s) who will provide installation and training support services for each application of the Licensed Software delivered. See Exhibit B for a description of the services provided and the applicable fees and procedures. 6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES The successful implementation of the Licensed Products into Customer's environment requires Customer's commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the following: 6.1 Customer understands that the Licensed Software is designed to run in a specified operating environment which includes hardware, software and related equipment not provided by New World. Customer is responsible for assuring that the appropriate hardware equipment, related components and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. 6.2 Customer agrees to provide the management interface and support necessary to successfully complete the implementation of the Licensed Software. This support includes upper level management priority setting and timely involvement during and after a change in Customer's organization, Customer's operations and/or after changes in Customer's internal policies or procedures which directly affect the software implementation. 6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities,the Customer Liaison shall: (i) provide timely answers to New World's requests for information; (ii) coordinate a mutually agreeable implementation and training schedule; (iii) have authority to sign for and obligate Customer to any matters relating to service requests, design documents,performance test documents and/or delivery and service dates; (iv) in situations where Customer participation is required, provide timely input for systems definition,detail design,and use of the software system. 6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry, accurate file editing and overall file control to assure successful systems performance. 6.5 Customer shall provide qualified personnel with sufficient backup to be trained to use the Licensed Software and to interpret the output. Applying the output information in Customer's environment is Customer's sole responsibility. 7.0 BILLING AND ADDITIONAL AUTHORIZED WORKSTATION CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under this Agreement. Past due amounts are subject to a service charge of 1.5% per month, which charge Customer agrees to pay. To the extent Customer imposes additional requirements on New World for services other than those expressly provided in this Agreement, New World retains the right to make additional price adjustments and/or any other adjustments that may be necessitated. Before performing these additional services, New World will notify Customer that the services are subject to additional charge(s). 7.2 If Customer wishes to add additional authorized workstations or Licensed Standard Software, Customer agrees to pay the additional License fees at the then current software prices in effect. SSMA fees shall be increased according to the additional Licensed Standard Software fees on the next annual billing date after the additional workstations and/or Licensed Standard software is added. With said payments, the license provided in Section II, Paragraph 1.0 permits Customer's use of the Licensed Software for the specified workstations. 7.3 Customer shall notify New World if additional authorized workstations need to be added to access the Licensed Software and will pay the additional authorized workstation fees promptly when • invoiced. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 4 of 36 Jefferson City,MO • 7.4 Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. 8.0 NON-RECRUITMENT OF PERSONNEL 8.1 During, and for a period of twenty-four (24) months after the expiration of, the Standard Software Maintenance Agreement and/or any renewal maintenance agreement,each party agrees not to solicit or hire current or former employees of the other without the other's prior written consent. 9.0 CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT 9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information absent express written consent by the party claiming confidentiality. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. Customer agrees to timely notify New World of any request(s) made for disclosure of confidential information. 9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information and proprietary to New World. In addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New World's proprietary rights in the Licensed Products, including without limitation the following measures: (i) Customer shall only permit access to the Licensed Products to those employees who require access and only to the extent necessary to perform Customer's internal processing needs. (ii) With respect to agents or third parties, Customer shall permit access to the Licensed Products only after New World has received, approved and returned a fully executed Non- Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to reasonably refuse access to a third party after it has evaluated the request. Customer agrees to provide information reasonably requested by New World to assist New World in evaluating Customer's request to permit third party access to the Licensed Products. In addition to any other remedies, New World may recover from Customer all damages and legal fees incurred in the enforcement of this provision on third party access; (iii) Customer shall cooperate with New World in the enforcement of the conditions set forth in the attached Non-Disclosure Agreement or any other reasonable restrictions New World may specify in writing in order to permit access; (iv) Customer shall not permit removal of copyright or confidentiality labels or notifications from its proprietary materials; and (v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Software. 9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or otherwise, New World shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on Confidentiality and Non-Disclosure without the requirement of posting a bond or proof of injury as a condition for the relief sought. 10.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES New World's entire liability and Customer's exclusive remedies are set forth below: 10.1 For any claim relating to the non-conformance or imperfection of any licensed software provided under this Agreement, New World will correct the defect so that it conforms to the warranties set forth in Section 1I, subparagraph 4.1; or if after repeated attempts to correct the non-conformity, New World is unable to correct the non-conformity, then Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection with this Agreement, Customer may recover its actual damages subject to the limits set forth in • subparagraph 10.2 below. 10.2 New World's total liability to Customer for all claims relating to the Licensed Products and this Agreement, including any action based upon contract, tort, strict liability, or other legal theory, shall CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 5 of 36 Jefferson City,MO • be limited to Customer's actual damages and in no event shall New World's liability exceed the Exhibit A Licensed Standard Software fees paid to New World. 10.3 New World shall not be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages,including loss of profits or costs of cover, arising from or related to a breach of this Agreement or any order or the operation or use of the Licensed Products including such damages, without limitation, as damages arising from loss of data or programming, loss of revenue or profits, failure to realize savings or other benefits, damage to equipment, and claims against Customer by any third person, even if New World has been advised of the possibility of such damages. New World's liability for any form of action shall only apply after any and all appropriate insurance coverage has been exhausted. 10.4 If it is determined that a limitation of liability or a remedy contained herein fails of its essential purpose, then the parties agree that the exclusion of incidental, consequential, special, indirect, punitive,and/or exemplary damages is still effective. /1.0 INTEGRATION WITH U.S. COPYRIGHT ACT 11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976, U.S.C. Sections 101-810 (1976) as amended). If a provision of the U.S. Copyright Act and this Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the more restrictive,then the provision within this Agreement shall apply. 12.0 INDEPENDENT CONTRACTOR 12.1 New World is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. • 12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel. 13.0 INSURANCE REQUIREMENTS New World shall not commence work under this Agreement until it has obtained the insurance required under this paragraph. 13.1 Workers' Compensation Insurance: New World shall procure and maintain during the term of this Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be performed. 13.2 Liability and Property Insurance—Comprehensive Form: New World shall procure and maintain during the term of this Agreement, Liability and Property Damage Insurance in an amount not less than $1,000,000 on account for each accident; and in an amount not less than $1,000,000 for each accident for damage to property. 13.3 Automobile Liability Insurance: New World shall procure and maintain during the term of this Agreement, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in an amount not less than $600,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $600,000 for each accident;and in an amount not less than $600,000 on account for each accident for damage to property, provided however that the combined single limit for all automotive related claims shall not exceed$1,000,000. 14.0 DISPUTE RESOLUTION BYARBITRATION 14.1 Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled in arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 14.2 Before a demand for arbitration may be filed by either party,the management of both parties shall have • met at least two times in face-to-face meetings in an effort to resolve any dispute or controversy through normal business management practices. Unless otherwise agreed to in writing, a minimum of one meeting shall take place at each party's home office location. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 6 of 36 Jefferson City,MO • 14.3 The arbitrator(s) shall have no power or authority to add to or detract from this Agreement. The arbitrator(s) shall have no authority to award damages over and above those provided for in this Agreement and in any event shall not exceed the limitations set forth in Section II, subparagraph 10.2, even if the remedy or limitation of liability provisions set forth in this Agreement shall for any reason whatsoever be held unenforceable or inapplicable. 14.4 Neither party nor the arbitrator(s) may disclose the existence or results of any arbitration hereunder, except if the arbitration results in a Court imposed judgment, the non-disclosure restriction shall not be effective to the extent the matter becomes a public record. 14.5 Each party shall bear its own costs in preparing for and conducting arbitration, except that the joint costs, if any,of the actual arbitration proceeding shall be shared equally by the parties. 14.6 In the event that a controversy or claim arising out of or relating to this Agreement, or breach thereof, is heard or otherwise prosecuted in court, the parties hereby unconditionally waive their respective rights to a jury trial of any such controversy or claim. 15.0 TERMINATION 15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with the terms of this Agreement, Customer may at its option terminate this Agreement with ninety (90) days written notice as follows: (i) The termination notice shall provide a detailed description (with examples) of any warranty defects claimed; (ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement; (iii) During the ninety (90) day cure period, Customer shall apply sound management practices and use its best efforts to resolve any issues or obstacles — including cooperating with New World and reassigning personnel if necessary to improve the working relationship; (iv) At the end of ninety (90) days unless the termination has been revoked in writing by Customer,the Agreement terminates. 15.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if Customer fails to fulfill its responsibilities under this Agreement, including but not limited to those outlined in Section II, Paragraph 6.0, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall define the reason for termination; (ii) If the cited reason for termination is Customer's failure to make prompt payment, Customer shall have ten(10)days from receipt of said notice to make payment in full for all outstanding invoiced payments due: (iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period, New World will use sound management practices and its best efforts to resolve any issues or obstacles — including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by New World,the Agreement terminates. 15.3 In the event of termination by either party, New World shall continue to provide its services, as previously scheduled,through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. 15.4 Upon termination under subparagraph 15.1, Customer shall return to New World all Licensed Products, including any copies provided to or created by Customer under this Agreement. 15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim for damages. 15.6 The Terms and Conditions relating to ownership, warranties, non-recruitment of personnel, confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act, dispute resolution and the General provisions(18.0),survive termination. • 16.0 PATENT AND TRADEMARK INDEMNIFICATION CONFIDENTIAL Agreement 112807-Jefferson City MO.doe Page 7 of 36 Jefferson City,MO • New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing of the Licensed Standard Software pursuant to this Agreement, provided that Customer has notified New World in writing of such allegation within thirty(30)days of the date upon which the Customer first receives notice thereof. New World's obligation to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out of or in connection with any modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically authorized in writing by New World. 17.0 NOT ICES 17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the business address of the Customer. 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S.Mail to the following address(or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 600 Troy,Michigan 48084 Attention: President 18.0 GENERAL 18.1 This Agreement is the entire agreement between the parties superseding all other communications, written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may be amended or modified only in writing signed by both parties. 18.2 This Agreement is governed by the laws of the State of Missouri and it shall be binding on the successors and assigns of the parties. 18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or • any other provision of this Agreement. 18.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered hereunder, may be brought by either party more than one(1)year after the cause of action has occurred except that an action for non-payment of fees may be brought within two (2) years of the date the payment was due. 18.5 The paragraph headings which appear herein are included solely for convenience and shall not be used in the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or otherwise unenforceable shall not affect the other provisions, which other provisions remain in full force and effect. 18.6 This Agreement is entered into solely for the benefit of New World and Customer. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement. 18.7 In those situations where Customer requests New World to provide a Performance Bond,New World will provide a Performance Bond for the cost of the Licensed Standard Software listed on Exhibit A and services listed on Exhibit B,F,G and Appendices 1 and 2 at Customer's expense. The cost of the bond will be billed to Customer and Customer agrees to pay promptly for the Performance Bond when invoiced. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 8 of 36 Jefferson City,MO • EXHIBIT AA TOTAL COST SUMMARY AND PAYMENT SCHEDULE I. Total Costs Summary:Licensed Standard Software,Implementation Services,And Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $226,680 B. PROJECT MANAGEMENT as further described in Exhibit B 30,000 C. INTERFACE INSTALLATION SERVICES as further described in Exhibit B 33,000 D. INSTALLATION AND TRAINING SERVICES as further described in Exhibit B 80,600 E. DATA FILE CONVERSION ASSISTANCE Services as further described 25,000 in Exhibit F F. THIRD PARTY SERVICES as further described in Appendix 1 27,740 G. OTHER COSTS(Performance Bond/Escrow) 8,100 H. TRAVEL EXPENSES 37,800 • ONE TIME PROJECT COST: X45 I. STANDARD SOFTWARE MAINTENANCE SERVICES—the services are further detailed in Exhibit C. Warranty Period Amount Coverage Period Billing Date 180 days No charge through 6/30/08 None Pro-Rated $20,000 7/l/2008— 10/31/2008 7/l/2008 Year 1 $60,000 1 1/1/2008— 10/31/2009 1 1/1/2008 Year 2 $60,000 H/1/2009— 10/31/2010 1 1/1/2009 Year 3 $60,000 H/1/2010— 10/31/2011 11/1/2010 Year 4 $60,000 11/1/2011 — 10/31/2012 11/1/2011 Year 5 $60,000 11/1/2012— 10/31/2013 11/1/2012 ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH DECEMBER 21,2007. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 9 of 36 Jefferson City,MO • Exhibit AA/COST SUMMARY AND PAYMENT SCHEDULE II. Payments for Licensed Standard Software,Implementation Services,and Third Party Products DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further detailed in Exhibit A $226,680 1. Amount due upon Agreement execution(40%) $90,672 2. Amount due upon delivery of each Licensed Standard 113,340 Software(50%) 3. Amount due 90 days after delivery of each Licensed 22,668 Standard Software Package(10%) B. PROJECT MANAGEMENT as further described in Exhibit B 30,000 1. 10 days after the Effective Date $9,000 2. 90 days after the Effective Date 9,000 3. 180 days after the Effective Date 9,000 4. Upon project completion or 365 days after 3,000 the Effective Date, whichever comes first. C. INTERFACE INSTALLATION SERVICES as further described in Exhibit B 33,000 1. Amount due upon the Effective date(50%) $16,500 2. Amount due upon completion of the installation(50%) 16,500 D. INSTALLATION AND TRAINING SERVICES as further described in Exhibit B 80,600 I. 620 hours billed as used E. DATA FILE CONVERSION ASSISTANCE Services as further described 25,000 in Exhibit F 1. Amount due upon the Effective Date(50%) $12,500 2. Amount due upon delivery of conversion design 7,500 document to Customer(30%) 3. Amount due 30 days after initial delivery of converted data(20%) 5,000 F. THIRD PARTY SERVICES as further described in Appendix 1 27,740 1. Amount due upon the Effective Date(50%) $13,870 2. Amount due upon delivery of 3`d party services(50%) 13,870 G. OTHER COSTS 8,100 1. Performance Bond 2. Source Code Escrow Setup Fee • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 10 of 36 Jefferson City,MO Exhibit AA/COST SUMMARY AND PAYMENT SCHEDULE H. TRAVEL EXPENSES (Estimate) 37,800* (These expenses are billed as incurred) I. 27 trips are anticipated, to be billed at actual cost for reasonable expenses incurred for airfare, rental car, lodging,tolls, mileage,and daily per diem expenses. 2. Travel labor for the estimated 27 trips will be billed at 4 hours maximum per(round)trip. 3. Travel expenses not to exceed above amount without written authorization from Customer. ONE TIME PROJECT COST: *Estimate I. STANDARD SOFTWARE MAINTENANCE SERVICES—the services are further detailed in Exhibit C. Warranty Period Amount Coverage Period Billing Date 180 days No charge through 6/30/08 None ® Pro-Rated $20,000 7/1/2008— 10/31/2008 7/1/2008 I Year 1 $60,000 H/1/2008— 10/31/2009 1 1/1/2008 Year 2 $60,000 l l/1/2009— 10/31/2010 H/1/2009 Year 3 $60,000 11/1/2010— 10/31/2011 11/1/2010 Year 4 $60,000 11/1/2011 — 10/31/2012 11/1/2011 Year 5 $60,000 H/1/2012— 10/31/2013 11/1/2012 ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH DECEMBER 21,2007. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 11 of 36 Jefferson City,MO • EXHIBIT A LICENSED STANDARD SOFTWARE AND FEES 1. License Fee for Licensed Standard Software And Documentation Selected By Customer: Application Package Cost CAD (Users included in CAD Base—6) 1. Aegis/MSP Combined Multi-Jurisdiction LE/Fire/EMS CAD -Call Entry -Call Control Panel -Unit Recommendations -Unit Status and Control Panel -Call Stacking -CAD Messaging -Call Scheduling -Dispatch Questionnaire -Geo-File Verification -Hazard and Location Alerts -Hydrant Inventory -Access to Aegis/MSP LE Records -Access to Aegis/MSP Fire Records -Note Pads • -Rip-N-Run Remote Printing -Run Cards -Tone Alerts 2. Additional Aegis/MSP Software for Computer Aided Dispatch° -CAD Mapping -Service Vehicle Rotation(Wrecker,Ambulance) 3. Aegis/MSP Third Party CAD Interface Software -CAD Pager Interface (supports Pagemaster,SNMP-based product,Zetron 2200,Orbacom) -E-91 1 Interfaces -Priority Dispatch ProQA for EMD Interface 4. Cost for Additional CAD Users - 10 view/inquiry users 1 MODULES • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 12 of 36 Jefferson City,MO • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES LAW ENFORCEMENT RECORDS (Users included in LE Records Base-63) 5. Aegis/MSP Multi-Jurisdiction Base Law Enforcement Records -Accidents -Arrest -Business Registry -Case Processing -Computer Aided Investigations -Federal Reports(UCR/IBR) -Geo-File Verification -Impounded Vehicles -Incident Tracking -Jacket Processing -Personnel/Education -Property -Traffic Tickets and Citations -Wants and Warrants 6. Aegis/MSP Federal and State Compliance Reporting for LE Records -Federal UCR/IBR • 7. Additional Aegis/MSP Software for Law Enforcement Records - Activity Reporting and Scheduling -Alarm Tracking and Billing - Demographic Profiling Reporting -Equipment Tracking -Field Investigations -Narcotics Management -Pawn Shops -Permits -Property Room Bar Coding -Vehicle Tracking • CONFIDENTIAL Agreement 112807-.Jefferson City MO.doc Page 13 of 36 Jefferson City,MO Exhibit A/LICENSED STANDARD SOFTWARE AND FEES 8. Aegis/MSP Third Party LE Records Interface Software -Livescan Interface(Jefferson City and Cole County) 7,000 (supports Comnetix, Identix,CrossMatch,Printrak,Sagem Morpho,Cogent) RECORDS tl FIRE RECORDS (Users included in Fire Records Base-9) 9. Aegis/MSP Fire Records Software Base Package -Activity Reporting and Scheduling -Investigations -Business Registry -Hazardous Materials -Geo-File Verification -Hydrant Inventory and Inspections -Incident Tracking -Inspection Tracking -Personnel/Education • -Pre-plans - Station Activity Log -BLS/ALS 10. Federal and State Compliance Reporting for Fire Records - State/NFIRS 5.0 Electronic Reporting 11. Additional Aegis/MSP Software for Fire Records -Equipment Tracking and Maintenance -Vehicle Tracking and Maintenance SUB-TOTAL FIRE RECORDS MODULES ADDITIONAL PUBLIC SAFETY SOFTWARE 12. Aegis/MSP Public Safety State/NCIC Interface Software -Aegis/MSP State/NCIC Interface Includes 12- 15 screens On-Line Modules-Includes 4 state inquiry screens -On-Line CAD Interface to State/NCIC • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 14 of 36 Jefferson City,MO • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES 13. Aegis/MSP Data Analysis/Crime Mapping/Management Reporting -Base with Three Applications(CAD,LE Records,Fire Records) 20,000 14. Aegis/MSP Imaging Software -Public Safety Line Ups/Mug Shots 7 -Digital Imaging 8 ADDITIONAL / ' 1 NEW WORLD STANDARD SOFTWARE LICENSE FEE 341,000 LESS DEMONSTRATION SITE DISCOUNT (114,320) TOTAL SOFTWARE LICENSE FEE 9" • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 15 of 36 Jefferson City,MO • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES ENDNOTES Personal Computers must meet the minimum hardware requirements for New World Systems'MSP product. Microsoft Windows 2000 or XP is the required operating system for all client machines. Windows 2003 Server and SQL Server 20001'2005 are required for the Application and Database Server(s). 2 New World Systems MSP product requires Microsoft Windows 2003 Server and SQL Server 200012005 including required Client Access Licenses(CALs)for applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. 3 Suggested minimum: 100MB Ethernet Network. ]OMB CATS Ethernet Network may have less than adequate response time. Further consultation would be required to assess your network. 4 Does not include any required third party hardware or software unless specified in Section C of this proposal. s May require a "Serial-to-Ethernet"converter for multiple PSAPs(not included in this proposal). 6 Customer is responsible for obtaining the necessary State approval and any non-New World hardware and software. 7 Requires Pentium PC, Twain 32 Compliant Digital Freeze Frame Video Camera or Digital Camera supplied by Customer. x Requires Pentium PC, Twain 32 Compliant flatbed scanner supplied by Customer. • g Prices assume that all software is licensed. 10 Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed. • CONFIDENTIAL Agreement 11280-Jefferson City MO.doc Page 16 of 36 Jefferson City,MO • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES 2. License Fee Payment Schedule for Licensed Standard Software and Documentation The payments for Licensed Standard Software are covered under the Cost Summary and Payment Schedule in Exhibit AA. ALL PAYMENTS ARE DUE WITHIN THIRTY (30)DAYS FROM RECEIPT OF INVOICE I PRICING VALID THROUGH DECEMBER 21,2007. • • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 17 of 36 Jefferson City,MO • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES 3. Optional Licensed Standard Software Pricing Customer may license the following software modules at the indicated prices for up to twenty-four(24)months from the date of execution of this Agreement. OPTIONAL SOFTWARE MODULES STANDARD A. ' ITEM I DESCRIPTION INVESTMENT MOBILE SOFTWARE MOBILE SOFTWARE ON THE RS/60004 1. Base Message Switch to State/NCIC(16-30 users) 33,000 -Base Message Switch for MDT/MCT -State/NCIC Interface • 2. Additional Aegis®Software for RS/6000 Message Switch New World CAD Interface for Aegis MSP(16-30 7,000 users) -AVL Interface(16-30 devices)5 7,000 MOBILE SOFTWARE ON THE MSP Server 3. Aegis®Mobile Integration Software -MDT/MCT Base CAD/RMS Interface(16-30 users) 9,000 -AVL CAD Interface(16-30 users)' 7,000 MOBILE MANAGEMENT SERVER 4. Aegis/MSP Mobile Management Server Software(16-30 users) -Base CAD/NCIC/Messaging N/C CLIENT SOFTWARE 5. Aegis°Law Enforcement Mobile Unit Software(30 Units) Mobile Messaging LE State/NCIC via Switch 6 $500 ea. $15,000 • CONFIDENTIAL Agreement 112807-.Jefferson City MO.doc Page 18 of 36 Jefferson City,MO • Exhibit A/LICENSED STANDARD SOFTWARE AND FEES LE CAD via Switch $750 ea. 22,500 New World AVL $300 ea. 9,000 Subtotal $1,550 ea. 46,500 Less Laptop Software Volume Discount of 50% -23,250 TOTAL LAPTOP SOFTWARE 23,250 NEW WORLD STANDARD SOFTWARE LICENSE FEE 86,250 LESS DEMONSTRATION SITE DISCOUNT (30,250) TOTAL SOFTWARE LICENSE FEE 7" SUPPORT B. ITEM DESCRIPTION INVESTMENT • 1. Project Management Services as Required: $8,000 -Project Management -Overall consultation and communication -Monthly status reports and project updates throughout the duration of the project -Implementation Plan 2. 200 hours of Implementation and Training Services at$130/hour to include,as required: 26,000 - Software Tailoring and Set Up -User Education and Training -Other Technical Support TOTAL SUPPORT SERNIICES 13UM Note: Standard Software Maintenance Agreement(SSMA) fees of$13,800 for the above software will be added to Customer's current SSMA fees and will commence 90 days after delivery of the software; year one cost to be prorated to run concurrently with Customer's existing SSMA. Subsequent year SSMA fees for the above software will be consistent with the SSMA agreement currently in effect. i CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 19 of 36 Jefferson City,MO • EXHIBIT B PROJECT MANAGEMENT,INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES 1. Project Management Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software. This responsibility will include documenting,coordinating and managing the overall Implementation Plan with Customer's management and the Customer Liaison. Project Management Services include: a) a summary level Implementation Plan; b) a detail level Implementation Plan; c) revised Implementation Plans(if required); d) monthly project status reports; and e) proiect status meetings • a project review(kickoff)meeting at Customer's location • progress status meeting(s)will occur during implementation via telephone conference or at Customer's location;and • a project close-out meeting at Customer's location to conclude the project. To implement the Exhibit A applications,the Project Management fee will be$30,000. 2. Implementation and Training Support Hours Recommended It is recommended that appropriate support hours are allocated for all Licensed Standard Software listed in Exhibit • A to insure successful implementation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A, 620 hours of New World implementation 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. Customer agrees to reimburse New World for support trips canceled by Customer less than ten (10) days before the scheduled start date to cover New World's out-of-pocket costs and lost revenues. The recommended implementation and training support services include: a) implementation of each package of Licensed Standard Software; and b) Customer training and/or assistance in testing for each package of Licensed Standard Software. The project management, implementation and training support services are performed at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). New World to provide Pre-trip Plan Reports at least fourteen (14) days prior to an on-site arrival; New World to provide Post-trip Plan Reports within seven(7)days after on-site departure. 3. Interface Installation Service Fees A flat rate fee is charged for the installation of selected interfaces on Exhibit A. This fee does not include hardware and/or third party product costs. Whenever possible, this work will be done remotely, resulting in savings in travel costs. If on-site installation and training is required, Customer will be responsible for the actual travel costs. Installation includes the following interfaces with these corresponding fees. a) Operating System Assurance $5,500 b) Interface Installation Fees 19,000 CAD Pager Interface 911 Interface • ProQA for EMD Interface Livescan Interface CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 20 of 36 Jefferson City,MO • Exhibit B / PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES State/NCIC Interface New World Mug Shots/Imaging d) Geo-File Implementation 6,000 e) Data Conversion Analysis and Assessment 2,500 TOTAL INTERFACE INSTALLATION SERVICE FEES..........................................$3 New World's GIS implementation services are to assist and train Customer in preparing their GIS mapping data for use with the Licensed Standard Software. Customer must provide an accurate GIS street centerline layer in an industry standard file format(ESRI Shape Files). Customer is responsible for having clearly defined boundaries for Police Beats, EMS Districts and Fire Quadrants. New World will assist Customer to create and/or import map layers representing the Police/EMS/Fire boundaries. New World is not responsible for GIS data corrections, cleansing or accuracy. 4. Support Service Fees Estimate The 620 hours of installation and training support services cost has been calculated using a rate of$130 per hour. Additional services are also available at the rate of$130 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. Based on the services suggested above, the Project Management, Installation and Training Support Services and . Interface Installation Services costs will be a total of $143,600. (Plus all actual and reasonable travel expenses incurred by New World divided proportionately between all New World customers visited on a single trip and actual employee travel time for Installation and Training up to but not exceeding four(4) hours per Customer visit.) Travel expenses not to exceed$37,800 without written authorization from Customer. 5. Additional Services Available Other New World services may be required or requested for the following: a) additional software training; b) tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff; c) New World consultation with other vendors or third parties; d) modifying the Licensed Standard Software; e) designing and programming Licensed Custom Software;and f) maintaining modified Licensed Standard Software and/or custom software. Customer may request these additional services in writing using New World's Request For Service (RFS) procedure(or other appropriate procedures mutually agreed upon by Customer and New World). 6. Payments for Proiect Management Services The payments for Project Management Services are covered under the Cost Summary and Payment Schedule in Exhibit AA. • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 21 of 36 Jefferson City,MO • Exhibit B / PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES 7. Payments for Interface Installation Services The payments for Interface Installation Services are covered under the Cost Summary and Payment Schedule in Exhibit AA. 8. Payments for Installation and Training Support Services and Travel Costs All hours for installation and training support services and all travel costs will be billed weekly for services provided in the previous calendar week. Note: Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be submitted to New World. ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE. • • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 22 of 36 Jefferson City,MO • EXHIBIT C STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems Corporation (New World) and City of Jefferson,Missouri (Customer) sets forth the standard software maintenance support services provided by New World. 1. Warranty Period and Service Period The warranty period shall begin on the delivery date of the Licensed Standard Software and end 180 days later. This SSMA shall remain in effect for a period of five (5)years(the SSMA term) beginning on the first day after the end of the warranty period (the start date)and ending on the same calendar date at the conclusion of the SSMA term. 2. Services Included The following services or features are available under this SSMA: a) upgrades,including new releases,to the Licensed Standard Software(prior releases of Licensed Standard Software application packages are supported no longer than nine(9)months after a new release is announced by New World); b) temporary fixes to Licensed Standard Software(see paragraph 6 below); c) revisions to Licensed Documentation; d) reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone);and e) invitation to and participation in user group meetings. f) Emergency 24-hour per day telephone support,for Aegis CAD only,seven (7)days per week for Licensed Standard Software. Normal service is available from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone). After 8:00 p.m.,the Aegis CAD phone support will be provided via beeper and a New World support representative will respond to CAD service calls within 30 minutes of call initiation. g) Includes integration of the ESRI software that is a component of the Exhibit A Licensed Standard Software. Items a,b,and c above will be distributed to Customer on appropriate media or other means. 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 releases of New World's software, then the additional New World maintenance or support services provided shall be billed at the then-current Exhibit B hourly fees plus reasonable expenses. • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 23 of 36 Jefferson City,MO • Exhibit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT 4. Billing Maintenance costs will be billed annually, beginning on the start date and on the same day each year thereafter for the term of the SSMA. (Any Exhibit B support or service hours and travel costs incurred are billed weekly for the previous calendar week.) 5. Additions of Software to Maintenance Agreement Additional Licensed Standard Software licensed from New World will be added to the SSMA ninety(90)days after delivery. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter. 6. Requests for Software Correction on Licensed Standard Software At any time during the 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 Packages Covered for MSP Servers New World agrees to provide software maintenance at the costs listed below for the following New World Licensed Standard Software packages installed at Customer's location: Application Packages Number of Modules I) Aegis/MSP Combined Multi-Jurisdiction LE/Fire/EMS CAD 17 2) Additional Aegis/MSP Software for Computer Aided Dispatch 2 3) Aegis/MSP Third Party CAD Interface Software 3 4) Additional CAD Users N/A 5) Aegis/MSP Multi-Jurisdiction Base Law Enforcement Records 14 6) Aegis/MSP Federal and State Compliance Reporting for LE Records 1 7) Additional Aegis/MSP Software for Law Enforcement Records 10 8) Aegis/MSP Third Party LE Records Interface Software 1 9) Aegis/MSP Fire Records Software Base Package 12 10) Federal and State Compliance Reporting for Fire Records 1 CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 24 of 36 Jefferson City,MO • Exhibit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT 1 1) Additional Aegis/MSP Software for Fire Records 2 12) Aegis/MSP Public Safety State/NCIC Interface Software 2 13) Aegis/MSP Data Analysis/Crime Mapping/Management Reporting 1 14) Aegis/MSP Imaging Software 2 NEW WORLD LICENSED STANDARD SOFTWARE LIST COST $341,000 Warranty Period Amount Coverage Period Billing Date 180 days No charge through 6/30/08 None Pro-Rated $20,000 7/l/2008— 10/31/2008 7/l/2008 Year 1 $60,000 1 1/1/2008— 10/31/2009 II/l/2008 Year 2 $60,000 H/1/2009— 10/31/2010 ] 1/1/2009 Year 3 $60,000 II/l/2010— 10/31/2011 ] I/l/2010 Year 4 $60,000 11/1/2011 — 10/31/2012 11/1/2011 Year 5 $60,000 11/1/2012— 10/31/2013 1 1/I/2012 8. Non-Funding Provision Recognizing that the Customer is a municipal corporation, the obligations of the Customer under this Exhibit C shall be contingent upon the appropriation of adequate funds, and should the City Council fail to appropriate funds, Customer may terminate this agreement. In the event of such termination the Customer shall remain obligated for • all fees incurred up to the date of termination. OPTIONAL ADDITIONAL COST FOR EMERGENCY 24/7 SOFTWARE MAINTENANCE-$12,460 Includes support on all Aegis modules 7 days a week,24 hours a day. ALL PAYMENTS ARE DUE WITHIN THIRTY(30)DAYS FROM RECEIPT OF INVOICE. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 25 of 36 Jefferson City,MO • EXHIBIT D NEW WORLD SYSTEMS CORPORATION NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES This Agreement,when accepted and executed by New World,grants the undersigned the permission to use and/or have limited access to certain New World Systems®Corporation(New World)proprietary and/or confidential information. Installed At: City of Jefferson Located At: 320 East McCarty Street Customer Name Jefferson City,MO 65101 Authorized Signature of Customer: .Jon 1.�,�d�,�� '1a.u�2 Name(Please Print or Type) Title Signature In exchange for the permission to use or have access to New World proprietary and/or confidential information, including without limitation, New World software and/or documentation, the organization and individual whose names appear below, agree to the following: 1. No copies in any form will be made of New World proprietary or confidential information without the expressed written consent of New World's President,including without limitation,the following: a) Program Libraries,whether source code or object code; b) Operating Control Language; c) Test or Sample Files; d) Program Listings; • e) Record Layouts; f) All written confidential or proprietary information originating from New World including without limitation,documentation,such as user manuals and/or system manuals;and/or g) All New World Product Bulletins and/or other New World Product related materials. 2. New World software,New World documentation, or other proprietary or confidential information shall not be used for any purpose other than processing the records of the Customer identified above as permitted in the Customer's Standard Software License and Services Agreement with New World. 3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate remedies available to New World. If it is determined that the money damages caused by the undersigned's failure to comply with the foregoing terms are difficult to ascertain,they are hereby estimated at liquidated damages of no less than three times the then-current License Fees for the License Software provided to Customer under the Standard Software License and Service Agreement between Customer and New World. Agreed and Accepted by Third Party(Organization) Agreed and Accepted by Third Party(Individual) Organization: Individual: By: By: Title: Title: Date: Date: Accepted and Approved by New World Systems Corp. By: Title: • Date: CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 26 of 36 Jefferson City,MO • EXHIBIT E DEMONSTRATION SITE DISCOUNT New World has provided Customer a significant discount in exchange for the privilege of using Customer's site for demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration site, Customer is not necessarily endorsing the New World software and Customer will not actively participate in any type of marketing and advertising campaign for or on behalf of New World. Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the interruption to Customer's operations. New World will provide Customer reasonable notice for preparation. • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 27 of 36 Jefferson City,MO ` G a • EXHIBIT F DATA FILE CONVERSION ASSISTANCE New World will provide conversion assistance to Customer to help convert the existing data files specified below. If additional files are identified after contract execution, estimates will be provided to Customer prior to New World beginning work on those newly identified files. General 1. This conversion effort includes data coming from one unique database or source, not multiple sources. 2. No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort. Any data cleansing, removal of duplicate records, or editing must take place by Customer prior to providing the data to New World. New World Responsibilities 1. New World will provide the data conversion programs to convert Customers data from a single data source to the New World Licensed Standard Software for the specified files that contain 500 or more records. 2. New World will provide Customer up to 2 test sets of the converted data. Additional test sets requested may/will require additional conversion costs. 3. As provided in the approved project plan for conversions, New World will schedule a conversion • analysis trip and a separate data conversion testing trip to Customer's location. The conversion testing trip will be part of delivering the conversion programs to Customer. 4. New World will create and provide Customer with a conversion design document for signoff prior to beginning development work on the data conversion. No conversion programming by New World will commence until Customer approves this document. Customer Responsibilities 1. Up to 7 discrete data files from Customer's current database are included in this conversion. Customer will provide a list of discrete data files with descriptions of fields or data elements in each file. 2. Data will be submitted to New World in EBCDIC or ASCII format with a fixed field, fixed record length and fixed block format, with coma delimiters on the following media types: DVD,CD, 3 '/2 inch disk,or 8 mm tape. 3. Data files submitted must include an accurate count of records contained in the file. Customer understands that files or tables containing less than 500 records or table entries will not be converted. 4. A data dictionary (data descriptors) containing all data elements must be provided to New World for each file submitted with the media. 5. As provided in the project plan for conversions, Customer will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever New World staff is on site regarding conversions. Roughly a one to one ratio exists for Customer commitment and the New World commitment. Customer understands that thorough and timely testing of the converted data by Customer personnel is a key part of a successful data conversion. • 6. Customer agrees to promptly review and signoff on both the conversion design document, and on the final conversions after appropriate review. I CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 28 of 36 Jefferson City,MO • Exhibit F I DATA FILE CONVERSION ASSISTANCE Files to be converted: Master Files(From a single source) Estimated Record Count • Master Name(Jackets) • Master Property • Master Gun • Master Vehicle CAD(From a single source) Estimated Record Count • CAD Incident/Call for Service • Cases • Narrative Customer Investment The cost for the Data File Conversion services is$25,000 and is to be paid as follows: The payments for Data File Conversion Services are covered under the Cost Summary and Payment Schedule in Exhibit AA. • Note: Where applicable,travel costs for New World employees to complete the tasks for Exhibit F services are billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and New World. • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 29 of 36 Jefferson City,MO • EXHIBIT G ESCROW OF SOFTWARE SOURCE CODE New World stipulates that the source code for the Licensed Standard Software, together with the related Documentation as it is or becomes available, will be deposited in an escrow account maintained at a suitable Agent pursuant to an agreement between the Agent and New World (the "Escrow Agreement"). The one-time set-up fee will be JjiLff The Annual Administrative Fee for the first 12 months after contract signing will be 1 000. Subsequent year's Annual Administrative Fees will not increase more than 5%over the previous year's Fee. New World will from time to time deposit into the escrow account copies of source code for Releases and Versions of the Licensed Standard Software and related Documentation. New World or New World's trustee in bankruptcy shall authorize the Agent to make and release a copy of the applicable deposited materials to Customer upon the occurrence of any of the following events: (i)The existence of any one or more of the following circumstances uncorrected for more than thirty (30) days: entry of an order for relief under Title 1 I of the United States Code; the making by New World of a general assignment for the benefit of creditors; or action by New World under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation; unless within the specified thirty (30) day period, New World provides to Customer adequate assurances, reasonably acceptable to Customer of its continuing ability and willingness to fulfill its maintenance obligations under this Agreement, (ii) New World or its successor or assigns has ceased its on-going business operations or that portion of its business operations relating to the sale, licensing and maintenance of the Software. In the event of release under this Agreement, Customer agrees that it will treat and preserve the deposited materials as a trade secret of New World in accordance with generally accepted standards utilized to safeguard trade secrets • against unauthorized use and disclosure. This means their use is for internal processing needs only and no additional copies will be provided to any third parties. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 30 of 36 Jefferson City,MO • EXHIBIT H CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/MODIFICATIONS AND/OR CUSTOM SOFTWARE 1. Definition of Proiect New World will provide the Customer requested Standard Software Enhancements and/or Custom Software as discussed below to address the Customer's requirements. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the 2(b)(1)procedure below. Capabilities included in Fixed Cost under 3(a)and 3(b)below: a) Custom Software Enhancements/Modifications to Exhibit A Software (1) Fire Records: The ability to email certain reports; specifically Inspections and Violations within the Fire Records module. (2) Law Enforcement Records: The ability to have receipting capabilities within the Law Enforcement Record module. With New World providing consultation, Customer is responsible for obtaining technical contacts and/or technical specifications from the third parties involved. New World will provide this enhancement within twelve(12) months of contract signing. 2. Methodology to Provide Enhancements and/or Custom Software a) Definition of New World's Responsibility This project includes the following activities to be performed by New World. (1) Review of required features with Customer. Only items identified in Paragraph I above will be provided in this implementation plan. (2) Preparation of Software Specifications Design Document(SSDD)to include: • menu samples • screen samples • report samples (3) Programming and programming test. (4) On-site training,testing and/or other support services using Exhibit B rates and fees. For modification requiring over fifty (50) hours of work, New World utilizes a design document procedure [see 2(b)(1) below]. For smaller modifications, New World uses a Request For Service (RFS)procedure. Both procedures are reviewed with Customer at a pre-installation planning meeting. The RFS procedure utilizes a form with a narrative description and supporting documentation if applicable to define the work to be done. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 31 of 36 Jefferson City,MO • a Exhibit H/CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/ MODIFICATIONS AND/OR CUSTOM SOFTWARE j: b) Implementation Schedule Activity Targeted Time Period r (1) Complete Design Review or RFS Procedure with Customer To be determined Staff. Customer agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope(cost and schedule)of this project. (2) New World submits first draft of SSDD or RFS. To be determined (3) SSDD or RFS acceptance and sign-off by Customer (no To be determined programming will be done by New World until the formal sign- off and Customer's authorization to proceed in writing). i (4) New World completes programming from SSDD or RFS and To be determined provides modified software to Customer. (S) Software Modification Acceptance Test To be determined C) Customer's Responsibility Customer's responsibilities are additionally defined in Section II, Paragraph 6.0 of the General Terms and Conditions of this Agreement. All Customer requested changes after design sign-off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. 3. Cost and Payment for Modifications There is no cost for this enhancement. Note: Where applicable,travel costs for New World employees to complete the tasks for Exhibit H services are billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and New World. I I I 1' CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 32 of 36 Jefferson City,MO New World Systems !be Public Seclor Sglltvare Computpy APPENDIX 1 AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES This agreement(Agreement)between City of Jefferson,Missouri(Customer)and New World Systems®Corporation,(New World)is to cover the procurement of Third Party products and services by New World for Customer. The attached configuration(Exhibit 1)describes the Third Party products and services that Customer will be obtaining through New World. By their written approval below,Customer authorizes New World to order the Exhibit 1 products for delivery to: City of Jefferson 320 East McCurry Street Jefferson City,MO 65101 The payments for Appendix 1 Services are covered under the Cost Summary and Payment Schedule in Exhibit AA. Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. Customer is responsible for any returned product charges,including re-stocking and shipping fees,for all Third Party products ordered by New World on the Customer's behalf. Actual and reasonable travel expenses incurred by New World and actual employee travel time up to but not to exceed four(4)hours per Customer visit,are in addition to the Exhibit 1 cost and will be billed weekly as incurred. Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to remit when imposed. If an exemption is claimed by the Customer,an exemption certificate must be submitted to New World. After execution of this Agreement,the Exhibit 1 components and cost may be changed by mutual agreement of both parties. If a change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and with Customer's approval these costs shall be borne by Customer. Without such approval,the change order will not be processed. Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm the ordering of any Exhibit 1 products without Customer's authorized signature on the Agreements. Customer shall receive the benefit of all warranties,services,etc.provided for in the Agreements. CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 33 of 36 Jefferson City,MO • AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF THIRD PARTY PRODUCTS AND SERVICES EXHIBIT 1 CONFIGURATION 1. GIS Software $13,700 ESRI $12,500 Geo-File Maintenance Software(ESRI) 1,200 2. CAD Paging Software* -OmniTrend PageMaster 3.0(6-10 licenses) 990 THIRD PARTY HARDWARE 3. Paging Hardware 6,900 See attached pricing detail 4. Bar Coding Scanner Kit 3,650 ea. 3,650 See attached pricing detail • 5. Digital Imaging Station 2,500 See attached pricing detail THIRD TOTAL PARTY * Price includes 1-year of unlimited technical support. • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 34 of 36 Jefferson City,MO • ITEM DESCRIPTION INVESTMENT 1 Paging Hardware (1)Zetron Model 640 DATP XTRA Paging Terminal $6,900 (Configured with RS-232 interface for TAP support) Total Paging Hardware $6,900 2 Bar Code Hardware and Accessories (1)Symbol PPT8846-R3BZ10WW Terminal/Bar Code Scanner $1,731 -Microsoft Pocket PC Platform -64MB RAM/32MB ROM -Ruggedized Construction -Integrated 802.11 b Wireless -Integrated High Performance Bar Code Scanner - 1/4 VGA 16-bit Color Screen -Rechargable Lithium Ion Battery (1)Symbol LS2208-1 AZUO 1 OOS USB Handheld Bar Code Scanner $150 -Includes Hands-free Intellistand,USB Cable&Installation CD • (1)Zebra LP/TLP 2844-10300-0001 Thermal Transfer Bar Code Printer $445 -4" Print Width -203 dpi Print Resolution - 512KB Flash/256KB SDRAM Memory (1)Symbol CRD8800-1 OOS Single Slot Serial Charge Cradle $144 �I (1)Symbol AP-5131-1050-Z1-WW Wireless Access Point Kit $958 q -Includes Dual Antennas, Power Supply,Bias-T Connector (1)Symbol 21-58236-01 Spare Battery for PPT8800 $63 (12)Zebra 800240-105 4"x I" Thermal Transfer Label Rolls $85 (12)Zebra 800130-104 4.3"Wax/Resin Ribbons $74 Total Bar Code Kit $3,650 • CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 35 of 36 Jefferson City,MO il ti N I 3 Digital Imaging Station (1)IBM ThinkCentre Tower PC $1,650 -Intel Pentium IV 3.OGHz Processor with Hyper-Threading Technology -512MB System Memory -8OGB EIDE HDD - 10/I OOMB Ethernet Adapter -48X CD-ROM Drive -Intel Extreme Graphics 2 -(1)IBM L 170p 17" Flat Panel Color Monitor -Windows XP Professional Imaging Station Peripherals (1)Canon Powershot S3 IS Digital Camera $400 (1)HP Photosmart Pro B8300 Printer $300 (1)Canon Professional Tripod 1 $150 Total Digital Imaging Station $2,500 ESRI Notes 1) All Aegis/MSP Customers are required to use ESRI's ArcGIS suite of products to maintain GIS data.All maintenance, training and on-going support of this product will be contracted with and conducted by ESRI.Maintenance for ESRI's ArcGIS suite of products that are used for maintaining Customer's GIS data will be contracted by Customer separately with ESRI. 2) The on-going New World SSMA cost is required for any Aegis software changes related to integration with ESRI software. 3) If a new release of ArcGIS is incorporated into the Aegis software,an associated upgrade fee may be required for the new ESRI software,depending on the potential cost from ESRI;and/or on the scope of effort required to integrate the new ESRI release with Aegis software. 4) Customer will restrict use of the ESRI Software to executable code(used with the Aegis Licensed Standard Software). 5) Customer will prohibit(a)transfer of the ESRI Software except for temporary transfer in the event of computer malfunction;(b)assignment,time-sharing,lend or lease,or rental of the ESRI Software or use for commercial network services or interactive cable or remote processing services;and(c)title to the ESRI Software from passing to any other party. 6) Customer will prohibit the reverse engineering,disassembly,or decompilation of the ESRI Software and prohibit duplication of the ESRI Software except for a single archival copy;reasonable Sublicensee backup copies are permitted. 7) Customer will disclaim,to the extent permitted by applicable law,ESRI's liability for any damages,or loss of any kind,whether special,direct,indirect,incidental,or consequential,arising from the use of the ESRI Software. 8) At the termination of their Agreement(Sublicense)with New World,Customer will certify in writing to New World that it has discontinued use and has destroyed or will return to New World all copies of the ESRI Software and documentation. I) Customer will comply fully with all relevant export laws and regulations of the United States to assure that the ESRI Software,or any direct product thereof,is not exported,directly or indirectly,in violation of United States law. 10) Customer will prohibit the removal or obscuring of any copyright,trademark notice,or restrictive legend. 1 1) If New World grants a Sublicense to the United States Government,the ESRI Software shall be provided with "Restricted Rights". CONFIDENTIAL Agreement 112807-Jefferson City MO.doc Page 36 of 36 Jefferson City,MO