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Crywolf ~ 08/03/2009 ACT Public fty Corporation 103 Paul Mellon Court Waldorf, Maryland 20602 Toll Free: 1-877-SAY-WOLF ww rywolf.us u ANNUAL END USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT This Agreement between AOT Public Safety Corporation (PSC), located at 103 Paul Mellon Court, Waldorf, Maryland 20602; and, the City of Tigard Police Department (End User) with its principal place of business at 13125 SW Hall Blvd, Tigard, Oregon, 97223. WHEREAS, PSC has created and markets a patented(U.S. Patent No. 6,856,246), software proprietary product called CryWolf® Lite , (also referred to as the "Software"), an integrated suite of software applications operating in a Windows-based environment, designed to assist false alarm reduction managers and planners in government agencies and industry in accessing information relevant to false alarms; and, WHEREAS, the Software has been developed at PSC's private expense for the commercial marketplace and is not in the public domain; and, WHEREAS, the End User desires to obtain a non-transferable, non-exclusive license to use CryWolf® Lite NOW, THEREFORE, the parties agree as follows: 1. Scope of License. The End User is hereby licensed annually, for so long as the End User continues this Annual End User Software License and Maintenance Agreement (Agreement), to use the Software on the End User's single system, network, or multiple independent systems, as stated in Schedule A—Provided Software Licenses. 2. Support Services to End User. Training, installation and other support services are to be provided, as outlined in Schedule B --Statement of Work dated June 25, 2009 ("Statement of Work"). 3. Payment. The End User shall pay PSC for license(s) and the Support Services described and provided all as stated in the Statement of Work. 4. Technical Support. PSC shall provide End Users with technical support by telephone, electronically, and by publication for no additional fee as part of this Agreement (See Schedule A). PSC maintains a website to facilitate its technical support. 5. Upgrades and Additional Services. The End User and PSC may upgrade, as new releases or enhancements (bug fixes, patches, etc.) of the Software are issued by PSC at no cost to the End User so long as End User remains current with the Last Revised: 06/25/09 City of Tigard,Oregon AOT Pub lic Safety Corporation Page i 2 Annual End User Software License and Maintenance Agreement annual support fee. The End User and PSC may add to or modify Software or related support services in conjunction with this Agreement or at a later time by executing a mutually agreed contract supplement. The license for the use of any upgrades to the Software or its documentation supplied through such agreements shall be covered by the terms of this Agreement. 6. Changes. The End User may request, by written notice to PSC, an alteration in the scope or duration of the training, installation and/or support services. All changes shall be incorporated into this Agreement by the parties' execution of a mutually agreed contract supplement. No change directive shall vary or otherwise affect the terms, conditions and provisions of this Agreement except as specifically set forth in the mutually agreed contract supplement. 7. Annual Software License and Maintenance Renewal. Six months after live software operation begins; the End User shall have the option to continue the Agreement with PSC exclusively. The annual fee for continuing this software license and maintenance shall be $ 3,000.00 for the first annual renewal period, and shall be paid directly to PSC. After the first annual period, the fee may be increased by no more than 6% annually, unless custom software modifications are made at the End User's request, or additional software licenses are added by executing a mutually agreed contract supplement. 8. Not for Commercial Use or Resale. Use of the Software is limited to use by the End User. The End User may not use this Software for commercial purposes. The End User may not resell, or otherwise transfer for value, the Software. 9. Removal, Transfer, or Modification of Software. The End User shall keep all copies of the Software at the actual site(s) of installation and in no other place (except that one back-up copy may be kept at the End User's usual location for keeping computer data back-ups). The End User shall not remove the Software outside the United States. The End User shall not modify nor authorize modification of the Software in any manner without express written permission of PSC. 10. Reproduction and Copyright. The Software is protected under the Copyright and Patent laws of the United States, and as extended by treaty, Canada. To the extent permitted by law, the End User may not copy, or allow anyone else to copy or otherwise reproduce, any part of the Software without prior written consent of PSC, except to store and/or install a copy of the Software on a storage device, such as a network server, used only to run the Software on other computers over an internal network. The Software must be copied as a whole and each copy must include this Agreement. To the extent permitted by law, all other copying is prohibited. 11. Limitations on Reverse Engineering, Decompilation and Disassembly. The End User may not reverse engineer, decompile, or disassemble the Software. Last Revised: 06/25/09 City of Tigard,Oregon ACS T Pubic Safety Corporation Page 3 Annual End User Software License and Maintenance Agreement 12. Separation of Components. The Software is licensed as a single product. Its component parts may not be separated. 13. Notices of Intellectual Property Rights. The End User shall assure that PSC' s notices of intellectual property (e.g., patent, trademark, and copyright notices), if any, shall remain visible on the Software when displayed electronically or when output created by it is printed out. 14. Warranty and Disclaimer. The Software will perform substantially in accordance with its accompanying administrative and user manuals, and any additional End User specifications included in this Agreement. For a period of one year from the date of this Agreement, PSC agrees to correct or replace, at its own expense, any software that does not conform to this documentation and specifications. As to the Software and its documentation, ALL WARRANTIES OF MERCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED, EXCEPT FOR THOSE CONTAINED IN THIS AGREEMENT, ARE DISCLAIMED AND WAIVED BY PSC. The End User is obtaining the Software to support the End User's enforcement of the current End User false alarm ordinance ("Ordinance"). Beyond supporting enforcement of this Ordinance, PSC does not guarantee that the Software will meet 'all requirements" of the End User's business or all requirements of the Software with which it interacts. PSC shall not be responsible for any damages, consequential or otherwise, that the End User or its employees or agents in the use of the Software may suffer. (Such damages shall include but not be limited to lost profits, lost sales, all actions lying in tort, prima facie tort, or any other cause of action arising out of the use or performance of the Software.) 15. Termination. The software license shall terminate immediately if the End User does not comply with ally term of this Agreement, including but not limited to, nonpayment of license and maintenance fees, nonpayment of other contracted for services, removal of the Software to other locations, unauthorized copying of the Software, or modifying the Software in any manner. The End User may terminate this license at any time by so indicating in writing to PSC. 16. Return/Destruction of Software. Upon termination,this license shall cease; all copies of the Software and documentation shall be returned to PSC or destroyed. Any use of the Software after termination is not authorized by PSC and shall be considered by PSC to be infringement of its intellectual property rights. 17. Protection of PSC Trade Secrets and Intellectual Property. Except as directed by PSC and permitted under this Agreement, the End User shall not at any time during or after the term of this Agreement allow the copying of the Software or its documentation by any person, or permit any other person to authorize copying or make copies of the Software, its documentation, or any part Last Revised: 06/25/09 City of Tigard, Oregon AOT Public Safety Corporation Page 4 Annual End User Software License and Maintenance Agreement of it. The End User shall not decompile, reverse engineer, or disassemble the Software. Only the End User' s employees or agents understanding the basic terms of this license and who are aware of PSC's ownership of the Software shall have access to any facility for copying the Software or decompiling, disassembling, or modifying it. PSC hereby grants the right to the End User to copy the licensed Software as necessary to its hard disks or other such storage medium to efficiently operate the Software on the End User's single-user system, multiple-user system, or network, as authorized by this Agreement. 18. Audits. PSC may make reasonable examinations of the End User's computer installations to ascertain that the End User is complying with the limitations upon copying stated in this Agreement. If such an examination shows any non- compliance, PSC may terminate this Agreement, and the End User shall pay all expenses of such examination. 19. Injunctive Relief. The misuse, copying, or disclosure of the Software will give rise to irreparable injury to PSC, and leave PSC inadequately compensated in damages. Accordingly, PSC may seek and obtain injunctive relief against the End User's breach or threatened breach, in addition to any other legal remedies, such as suit for copyright infringement, which may be available. The End User further acknowledges and agrees that these covenants are necessary for the protection of PSC's legitimate business interests and are reasonable in scope and content. 20. Related Software. This Agreement may be executed concurrently along with an agreement with other software companies that cover certain application software that works with the Software. The End User acknowledges that the other software companies and PSC are each responsible for different functions and that there are no representations or agreements regarding the Software other than those contained in this Agreement. 21. Governing Law. The laws of the State of Oregon shall govern this Agreement. 22. Assignments, Transfers. This Agreement, the rights, duties, and obligations in this license, or the Software and its documentation may not be assigned or transferred by the End User. 23. Notices. Notices to parties shall be at the addresses stated above. 24. Consent to Jurisdiction, Venue, and Service. All legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the State of Oregon. The End User consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process in any such proceeding may be made by certified mail, return receipt requested, addressed to the party where it is to receive notice. 25. Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be Last Revised: 06/25/09 City of Tigard,Oregon AOT ub is Safety Corporation Page ' 5 Annual End User Software License and Maintenance Agreement impaired 26. No Waiver. The failure by any party to exercise any right stated in this Agreement shall not be deemed a waiver of the right. 27. Complete Agreement. This Agreement sets forth the entire understanding of the parties as to the Agreement's subject matter and may not be modified except by further written agreement. WHEREAS, the parties have executed this Agreement on the dates indicated below. AOT Public Safety Corporation Date. r/.3 „ B y. •. .., �. , Chief Executive Officer City of Tiga •.regon By: ..:n.- � Date: ; ' [Name .4d Title] SCHEDULE A—PROVIDED SOFTWARE LICENSES Last Revised: 06/25/09 City of Tigard,Oregon AOT Public Safety Corporation Page 6 Annual End User Software License and Maintenance Agreement Two (2) Full CryWore Lite Software Licenses — Each License provides full time use on one Personal Computer Workstation, including telephone and webcast support (M-F, gam— 5pm, PST, excluding Federal holidays) and standard software updates. Last Revised: 06/25/09 City of Tigard, Oregon AOT Puhiic Safety Corporation Page Annual End User Software License and Maintenance Agreement SCHEDULE B -STATEMENT OF WORK Last Revised: 06/25/09 City of Tigard, Oregon City of Tigard Police Department, Oregon CD Cry Wolf Lite False Alarm Tracking and Billing System Implementation Schedule B - Statement of Work (July 16, 2009) TABLE OF CONTENTS ] Introduction 1 1.1 Project Overview 1 1.2 investment Amount 1 2 Deliverables and Schedule 1 2.1 Project Planning .1 2.2 CAD interface •2 2.3 Installation and Go-Live Preparation 3 2.4 Post-Implementation Support 4 3 Security 4 4 Tigard Responsibilities and Resources •••4 4.1 Tigard Responsibilities .4 4.2 Tigard Staff Resources .5 4.3 Tigard System Resources 5 5 Assumptions 5 Attachment A—Recommended Minimum Hardware Specifications Attachment 13 —Standard CryWoif Lite Training Sessions AOT Public Safety Corporation 1 City of Tigard,OR 06/25/09 CryWolf Lite SOW Schedule B INTRODUCTION AOT Public Safety Corporation ("PSC") is pleased to provide this Statement of Work ("SOW") to the City of Tigard Police Department, Oregon ("Tigard") covering the services to be provided in the CryWolf Lite False Alarm Tracking and Billing System Implementation project. This document outlines the proposed Project Plan. This Plan describes the proposed deliverables, and the tasks required to fulfill each. This document describes all deliverables required. If a service or software product is not described in this document,then it will not be provided within the scope of the proposed project. The terms and conditions of the software licenses described herein are included in the Annual End User Software License and Maintenance Agreement. This project is a joint effort between PSC and Tigard. PSC will supply, configure and install the Cry Wolf® Lite False Alarm Tracking and Billing software. PSC will also provide software installation; alarm data file interface and onsite Tigard staff training and offsite post-installation support services, which may include telephone and email conversations, as well as Web-based post-installation support. Tigard will be responsible for providing all necessary computer hardware, operating system and database (MS SQL Server) software, system operating personnel, and post-installation system backup and recovery services. Tigard will also extract a daily false alarm data file from its Tiburon CAD system for processing by CryWolf®Lite. The project will be considered successfully installed when all deliverables have been provided and accepted by Tigard. 1.1 Project Overview The purpose of this project is to minimize the operating cost and administrative time, and maximize the collected revenue from Tigard's false alarm cost recovery program. Tigard has determined that using a fully integrated tracking and billing system will help the City accomplish this. These objectives will be achieved using the patented, commercial off-the-shelf (COTS) CryWolf® Lite Alarm Tracking and Billing software developed by PSC. 1.2 Investment Amount PRODUCT/SERVICE DESCRIPTION MAIN INVESTMENT SERVICE A MOUNT LOCATION Software Configuration, Installation and Training PSC & Tigard $ 5,100.00 Premise Data Import(Conversion) (2650 Records) PSC $ 1,325.00 Travel Expenses (Not to Exceed) Tigard PD $ 1,500.00 Total Services Investment $ 7,925.00 AOT Public Safety Corporation 2 City of Tigard,OR 06/25/09 CryWolf Lite SOW Schedule B Software Licenses $ 15,000.00 --R Total Initial Project Investment $ 22,925 00 Annual Software license renewal, maintenance and $ 3,440.00 support cost. (due 6 months after live operation begins) Two (2)Full CryWolf©Lite Software Licenses, Web Component The initial system investment will be made in accordance with the following invoicing schedule. Payment terms are Net 30 days and late payments are subject to a 2% monthly late fee. PROJECT MILESTONE AMOUNT DUE Delivery of Software to Tigard $ 15,000.00 Completion of On-Site Installation and Training $ 3,962,00 Tigard System Acceptance (Live Operation) $ 3,963.00 Total Amount Due :22925.00 2 DELIVERABLES This section defines the specific services that NC will provide to Tigard as part of the False Alarm Tracking and Billing System project. These services will be provided directly and managed by PSC. PSC assumes full responsibility for all deliverables that it proposes to provide, and will be the single point of contact for Tigard. PSC is only responsible for providing the products and/or services described in this section. The project will be divided into four phases: Project Planning, CAD Interface, Installation and Go-Live Preparation,and Post-Implementation Support. 2.1 Project Planning Deliverable; Final Project Plan and Schedule Target Schedule: I ---2 Weeks The objective of Project Planning is to define clear requirements and set realistic goals; communicate effectively; anticipate and respond to changes quickly so that the project is completed on time, on budget and according to specifications. Project planning and management will be an integral part of this project. The planning process began AOT Public Safety Corporation 3 City of Tigard,OR 06/25/09 CryWolf Lite SOW Schedule B during the proposal phase and continues throughout this project. 2.2 CAD Interface and Premise (Permit) Data Conversion Deliverable: CAD Alarm File Interface. accepted by Tigard Target Schedule: 3 ---4 weeks The objectives of this Phase are to enable the required transfer of alarm and premise data from the Tiburon CAD to the CryWolf® Lite system and to import existing Alarm Permit/Registration data into CryWolf®Lite. This Phase consists of two(2) main tasks: •CryWolf® Lite False Alarm Data Import - PSC will tailor the CryWolf'Lite alarm data import function to read a file of false alarm incidents extracted daily by Tigard staff from the Washington County Consolidated Communications Center(Tiburon) CAD System. PSC will map CAD data fields to Cry WolI Lite data fields based on field definitions provided by Tigard or Washington County Consolidated Communications technical staff. We recommend that the extraction routine be run at a set time each day as specified by Tigard. The alarm file generated by this routine will be in the form of a comma-separated, ASCII text file, and will be transferred to a Month/Year-designated Folder. This Folder will be at a specific network directory location that is accessible by both CAD and CyWolt 'Lite. This tile will include the date in its name, so that it can be easily selected by a Tigard CryWolt4kLite System operator for import and processing by Cry Wolfi'Lite. PSC tailoring of the data import routine, and testing of the alarm tile import interface will be performed mainly at PSC offices, except for final complete onsite testing during the completion of CryWoeLite software installation and training. The data imported will be limited to no more than the 28 standard and 8 custom fields available in CryWolf 'Lite. • Premise Data Import(Conversion)-Convert current electronically stored Tigard site information(about 2,650 records in MS Access or Excel format)to the CryWolf®Lite Registration/Permit database. The conversion will include only balance forward data and fields maintained by the CryWolf©Lite software. The development and initial testing of the data conversion routine will be primarily completed at.PSC offices. Two or three conversion iterations may be required before Tigard is able to validate the converted data. On-site software installation, training and go-live assistance will be scheduled after Tigard validates that the converted data is accurate and complete. Current false alarm processing will need to be temporarily postponed (probably I —2 weeks)between final data conversion and completion of software installation and eutover. Some or this entire backlog should be caught up when the onsite training and go-live assistance tasks are complete. AOT Public Safety Corporation 4 City of Tigard,OR 06/25/09 CryWolf Lite SOW Schedule B 2.3 Installation and Go-Live Preparation Deliverable: Operational System,accepted by Tigard Schedule: 2—3 weeks The objective of the Installation and Go-Live Preparation phase is to complete software installation, data conversion and training to ensure that Tigard is ready to use the system for generating alarm correspondence and invoices. Live operation of the system, as evidenced by the Cry Wolf®Lite -based mailing of correspondence and invoices to alarm users/owners and successful operation will demonstrate final Tigard system acceptance. This phase consists of four(4) major tasks: • Assist Tigard staff in installing CryWolf Lite software. PSC will assist in installing two(2) full licenses, of CryWolf Lite on Tigard false alarm unit PC workstations and the integrated Web Component. • Conduct a detailed review of the CryWolf Lite software configuration options, and configure the software to best meet Tigard's ordinance and operational specifications; and, • Complete operational training — PSC staff will train Tigard false alarm system administrators and operators in all areas of system configuration (and changes), and system operation. This proposed Statement of Work includes offsite (via webcast) Permit/Registration data entry training, and onsite (Tigard Facilities) CryWolf Lite Administrator and End User/Operator Training; and, • Review system operation — PSC staff will monitor Tigard staff as they prepare for go-live operation. This will include processing several sample days of actual alarms, and preparing correspondence, invoices and reports. After these tasks are complete, Tigard will begin live system operation. 2.4 Post-Implementation Support Deliverable: CryWolf Lite Software Updates, as available, and Help-desk Telephone Support of trained Tigard Operators, as needed Schedule: Ongoing, in accordance with annual CryWolf Lite license and maintenance agreement AOT Public Safety Corporation 5 City of Tigard, OR 06/25/09 CryWolf Lite SOW Schedule B The objective of Post-Implementation Support is to help ensure the system continues to meet Tigard False Alarm processing objectives. Support for six (6) months from the date of Go-live operation (Tigard false alarm system acceptance) is included in the initial software license fee. After six months, on-going support and software enhancements are included in the annual license and maintenance fee. 3 SECURITY The Cry Wolf Lite software includes several features to reduce the likelihood and/or the effectiveness of a system security breach. Access to the software is password protected, and the degree of access (access rights) may be uniquely defined for each user, These access restrictions are in addition to any network, operating system or database security measures established by Tigard. 4 Tigard RESPONSIBILITIES AND RESOURCES This section will define Tigard staff responsibilities in their role as members of the project team. The section also outlines the resources that Tigard will provide to the project. 4.1 Tigard Responsibilities Tigard responsibilities comprise three main areas: • Acquisition, installation, configuration, technical support and maintenance of all necessary computer hardware, operating system software, database software and network components required by the alarm management system; • Initiation, coordination, monitoring and facilitation of all technical relationships and activities with departments and organizations external to the false alarm unit. At a minimum, this will include the Tigard Finance Department, Tigard Fire Department and Tigard CAD/911 Communications Services; and, • Technical support and maintenance of all computer equipment, operating system software, and network components, including at least the backup, disaster recovery and reinstallation, if necessary, of the CryWolf Lite program, database software, alarm data, and all interfaces with systems external to the CryWolf Lite Alarm Tracking and Billing System. AOT Public Safety Corporation 6 City of Tigard, OR 06/25/09 CryWolf Lite SOW Schedule B Tigard Staff Resources Tigard must provide the human resources necessary to assist PSC with the tasks outlined in the Deliverables section above, for the success of the project. These resources are identified by role. The roles may be filled my more than one person and one person may fill multiple roles. The following types of human resources are required: • Project Manager • IT Staff(Hardware, Operating System, Network, Installation) • Database Administrator • Tigard Alarm Administrator • Tigard Alarm Processor 4.3 Tigard System Resources Tigard will provide the physical resources necessary to perform the tasks outlined in the Deliverables section above, for the success of the project. The following types of physical resources are required: • Computer Server and workstation equipment(for training and operations) •Network Equipment • Network, Database(MS SQL Server)and Operating System Software 5 ASSUMPTIONS Assumptions are factors that for the False Alarm Tracking and Billing System Implementation project shall be considered to be true, real or certain. The following is a summary of the assumptions that PSC and Tigard have made about the project. • The CryWolf Lite software meets substantially all requirements of Tigard as outlined in the City False Alarm Ordinance. This may mean that certain operational activities of City alarm staff may change to accommodate new ways of doing business, in accordance with the Cry Wolf® Lite software. • PSC assumes that Tigard will choose to use MS SQL Server, version 7, 2000, or 2005 database software.Tigard will provide the required database licenses, and will install the database software on the computer server and workstations designated for false alarm system functions. AOT Public Safety Corporation 7 City of Tigard,OR 06/25/09 CryWolf Lite SOW Schedule B Attachment A — Recommended Minimum Hardware Specifications Server RAM Memory: 1GB Speed: 1.2GHz Hard Drive: 80GB(30 GB Free) CD/DVD Local Area Network connection to designated workstations Win2000/Win2003 Operating System MS Access/MS SQL Server 7, 2000 or 2005/Oracle 8 or 9 Database Software Workstations RAM Memory: 512MB Speed 1.0GHz Hard Drive: 20GB (500MB Free) CD/DVD 15"Monitor(1024 x 768 resolution) Windows 98, 2000, XP or Vista Operating System At least one workstation should have access to Microsoft Word to facilitate letter preparation. AOT Public Safety Corporation 8 City of Tigard,OR 06/25/09 CryWolf Lite SOW Schedule B ATTACHMENT B -- STANDARD TRAINING SESSIONS Administrator Training Session This training can take place in a classroom setting or in an office area that would be comfortable for 3 - 4 persons. The Administrator(s) is in charge of setting all of the defaults in the program, providing access rights for users of CryWolf Lite, making sure that the information set up in maintenance interprets the jurisdictions ordinance, allows for the creation of unlimited letters to be used within the program and other program maintenance functions. The Administrator(s) of the program should also plan on attending the Operator Training so that all aspects will become familiar. This would also allow an Administrator to train additional trainers, if needed (Train the Trainer). Administrator Training takes one to two days, depending on complications with the ordinance and/or conversion of data. User/Operator(Alarm Management System Operators) Training The User/Operator Training can take place in a classroom setting or at the actual workstations of the users. Four(4)to five (5) users and/or administrators is a comfortable number for this training. All aspects of the program are covered, such as entering registrations for alarm companies and registrants with alarm systems, processing alarms, using the payment module, learning about adjudications and appeals, the creation of many built-in reports, methods of making corrections, and other operating functions. Combined Administrator and User/Operator Training is expected to be completed within 3 business days. AOT Public Safety Corporation 9 City of Tigard, OR 06/25/09 CryWolf Lite SOW Schedule B