LICENSE TO USE AGREEMENT RE SOFTWARE BY POLICE DEPARTMENT
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PUBLIC SAFETY MANAGEMENT
License To Use Agreement
Date: tpiJ I, "2..OOD
This Agreement is made by Public Safety Management, herinafter referred to as "PSM", a
Florida based corporation, and the Clearwater Police Department ("Licensee"), a government
entity, located at 645 Pierce Street, Clearwater, FL 33756.
WITNESSETH:
WHEREAS, PSM develops, markets, and maintains a numbe rofNT, client/server, Windows 95
software applications for use in the public sector, and
WHEREAS, Licensee desires to acquire from PSM a license to use the application software
products specified herein, and
THEREFORE, in accordance with the terms of this Agreement and in consideration of the
mutual covenants and conditions specified herein, the parties agree as follows:
1, License to Use. PSM does hereby grant to Licensee a permanent nonexclusive license
("License") to use the software products ("Software") specified in Addendum A attached
hereto:
2. Agreement Addenda.
A-License Product and Price Summary
B-Standard Application Software Specifications
C-Maintenance Agreement
D-Software Escrow Agreement
3. Term. The term of the License is perpetual.
4. License to Use Price and Payment Terms. The total price for the application software and
services as specified in Addendum A is $517,375 (five hundred thousand seventeen, three
hundred and seventy five dollars),
Licensee agrees to remit payment to the Licensor in the following manner:
25% due upon license execution, 50% due upon initial base product installation, 25% due
upon acceptance.
5. Proprietary Rights of Public Safety Management
Public Safety Management
License to Use Contract
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a. Nature of Rights and Title. Licensee recognizes that the computer programs, system
documentation, manuals, application softwjlfe pricing information and other materials
supplied by PSM to Licensee under this License are the exclusive property PSM.
Licensee agrees that the programs, documentation, cost of application software, and
all information and/or machine readable data supplied are trade secrets ofPSM,
whether or not any portion thereof is or may be validly copyrighted or patented; and
because this material is extremely valuable to PSM, the said use and/or any disclosure
must be carefully and continuously controlled by Licensee.
Licensee further agrees that it will maintain and use the software in a confidential
manner as a trade secret and that it will not intentionally divulge any data or
information with respect to the Software or services provided by PSM. If Licensee or
any of its employees, agents, or representatives attempts to use or dispose of the
Software or any of its components, or duplicates/modifies same in any manner
contrary to the terms of this License, PSM shall have the right, in addition to such
other remedies which may be available, to seek and receive injunctive relief for
violation of this clause.
b. Restriction on Use. The Software and other items supplied by PSM hereunder are for
the sole use of the Licensee and its employees for operation on a Dell NT File Server
OptiPlex CPI Serial No. #3MMA V , as well as approved locally attached and/or
mobile peripheral devices specified herein. If Licensee wishes to operate the PSM
2000 Plus! product on another NT Server within the Police Department's operational
environment, this may be accomplished once PSM indicates that the application
software will operate efficiently on the NT Server selected. Said server (along with
the appropriate serial number) will then be registered with PSM. Product
components, source code, and/or documentation supplied by PSM to Licensee are not
to be duplicated, copied, or distributed by Licensee and/or its employees. Licensee
and its employees shall keep every item to which PSM retains title free and clear of
all claims, liens, and encumbrances, except those ofPSM, and any act of Licensee,
voluntary or involuntary, purporting to create any claim, lien, or encumbrance on
such items shall be void,
c. Reproduction of Software, Licensee agrees that while this License is in effect, while
it has custody or possession of any property ofPSM, it will not, (i) copy or duplicate,
or permit anyone else to copy or duplicate, any physical or magnetic version of the
Software, documentation, or information furnished to Licensee in machine readable
form; (ii) create or attempt to create, or permit others to create or attempt to create,
by reverse engineering or otherwise, the source programs of the Software, or any part
thereof from the object (tangible or intangible), Licensee may copy for its own use
and at its own expense user manuals, training materials and other terminal-use-
oriented materials but shall advise PSM of the number of copies made and the
distribution of such copies. The exception to this requirement would be those copies
of the Software necessary to provide normal and reasonable backup,
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License to Use Contract
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d. Unauthorized Acts. Licensee agrees, as soon as it is aware of its occurrence, to
immediately notify P~M of unauthorized possession. use or knowledge of any items
supplied under this License, and any other information made available to Licensee
under this License, by any person or organization not authorized by this License to
have such possession, use or knowledge. Licensee \\illpromptly furnish PSM full
details of such possession, use or reoccurrence of such possession, use, or knowledge,
and will cooperate with PSM in any litigation against Third Parties deemed necessary
by PSM to protect its proprietary rights. Licensees compliance with this requirement
should not be construed in any way as a waiver ofPSM's rights to recover damages
or obtain other relief against Licensee for intentional harm to PSM's proprietary right
or for breach of contractual rights.
e. Source. PSM agrees to provide Licensee with a complete user application software in
machine readable form excluding source code. Source code for all PSM applications
is maintained by an independent Escrow Agent. Licensee may obtain a copy of the
source code if and when PSM would file bankruptcy or no longer conduct business in
the public safety software application market. (See Addendum D.)
IfPSM fails to support the application software prO\ided by PSM in
accordance with the functional specifications contained in Addendum B, the remedies
and conditions specified in the escrow agreement (Addendum D) may be enacted by
Licensee.
6. Installation: PSM agrees to install the licensed software specified herein and configure the
Licensee server to maximize efficient use of PSM products.
7. Upgrades. PSM periodically provides upgrades to allliceosees covered under a
maintenance agreement as part of its normal business practice, The term ''upgrade'' shall
mean improvements, releases or changes to existing Software products which relate to
operating performance or enhance the functionality or flow of existing applications.
8. New Developments. The parties acknowledge that performance of this License may result in
the development of new proprietary concepts, methods, techniques, processes, adaptations,
and ideas, The parties agree that the same shall belong solely and exclusively to PSM
without regard to the origin thereof, and that Licensee will not, other than in accordance with
the terms and conditions of this License, make use or disclose same to anyone.
9. Software Component Specifications. Each Software component supplied hereunder will
conform to the Software standards established by PSM and the industry, but are not limited
to, operating performance, core requirements, timing characteristics, documentation quality,
modularity, compatibility and the like.
lO. Warranties.
a) PSM warrants that it is the sole owner of the Software and has full power and
authority to grant the rights specified herein without the consent of any other person
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15. Partial Invalidity. If any term or provision ofthis License shall be found to be illegal or
unenforceable, this License shall remain in full force and effect and such term or provision
shall be deemed stricken.
16. Amendment. No amendment to this License shall be considered effective unless it is in
writing and signed by an authorized representative of both parties.
17. Consent to Breach No Waiver. No term or provision of the License shall be deemed waived
and no breach excused, unless such waiver or consent shall be in writing and signed by the
party claimed to have waived or consented.
18. Governing Law. This License shall be governed by the laws ofthe State of Florida.
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License to Use Contract
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IN WITNESS WHEREOF, wI have hereto set our hands and seals the Jay first above written.
Attest:
City of Clearwater, Florida
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Michael J. Roberto
City Manager
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Approved as to form:
Countersigned:
Jojjjj
Assistant City Attorney
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Brian Aungst
Mayor-Commissioner
Public Safety Management
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'Witness
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Timothy P Fenlon, .
President
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Addendum A
Clearwater Police Department
Pricing Summary
A. SOFTWARE LICENSES COVERED BY mIS AGREEMENT
I, APPLICATION SOFTWARE License to Use
A. Mobilelln-Vehicle (per unit cost)
In-Field Case Reporting
Field Contact
Citation
Arrest
Juvenile Offender
Traffic Crash Reporting
Car-ta-Car Messaging
CAD Connectivityllnterface
FCIC Connectivity
Subtotal per unit
SubTotal for 200 Units
B. Field Reporting Database
Case Management
Adult Arrest
Juvenile Offender
Property and Evidence
Tow History
Warrants
Crash Report
SOL Database routines
C. Custom CodingIModifications
D. Mapping
E. Mobile Message SWitch
(does not include server
hardware)
FCIC Host Program
F. Interfaces
Interface to Existing CAD System
Interface to Message Switch
Subtotal Application SoIIwal'8
B. SERVICES
II, TRAINING
A. Mobile Training (Train the
Trainer)
System Administrator
LERS
CAD
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2.5 Days
1.5 Days
1 Day
10 Students
10 Students
10 Students
PIIblic Safety MtuUlgement
License to Use Contract
$1,095.00
$219,000.00
$55,000.00
$20.000.00
$15,000.00
$35,000.00
$60,000.00
$10,000.00
$20,000.00
$20,000.00
$ofU,OOO.OO
$1,875.00
$1,125.00
$750.00
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PUBLIC SAFETY MANAGEMENT SOFfW ARE LICENSE AGREEMENT
ADDENDUM B
SYSTEM SPECIFICATIONS
A. General Software Specifications
1. The system proposed must be year 2000 compliant, multi-agency capable, written in a
supportable language under Microsoft SQL database design guidelines, be a client/server
design product, have a coordinate based geography file design, be GUI and forms enabled,
and able to seamlessly support mug shot photo imaging and mapping. System should
operate under Microsoft Windows 95/98/NT and be OOBC compliant. System should
provide the option of providing complete intelligent mobile reporting and NCIC access with
A VL/GPS and voice capability.
2. Database design and efficiency of operation in a client/ server envirorunent require a single
SQL relational database utilized by all applications; not separate CAD and Records databases,
but a single master name. address/location, coordinate based design. multi-level response
overlay environment.
3. Year 2000 compliant, coordinate based. 10-digit caller number tracking capable. ODBC
compliant.
4. V oice/ text-to-speech, touch and mouse enabled.
5. Modular design with customer control! security for data audit checking.
6. Contains a sophisticated, multi-level security/password system controllable to the file and IF
address level
7. Security will provide a timer by password and a complete audit trail for any changes made to
existing locked records,
8, Complete Personnd training and career history tclcking system with the ability to store
equipment issued, special skills training, fonna! education, internal affaiIs. evaluation history.
commendations. emergency contact, and other pertinent staff information.
B. Law Enforcement Records System (LERS)
The base records system must be a client server based product with an end user Wmdows
95/98/NT presentation, Tbe system must access a centt2l relational, OOBC compliant
database. The system must be capable of either coBecting NBIRS or summuy UCR data
with mandatory audit check capability by call and/or offense type. One reporting data
capture product which may be utilized on either a mobile laptop. a desktop pc. or both.
Report viewed in its entirety &om single saeen with total GUI (non-menu driven)
navigation capability.
1. Unlimited narrative, with word processing capability for word wrap and spell
checking.
2. Totally mobile enabled.
3. Photo image. bar code enabled (Option available).
4. Integrated UCR Summuy and/or Incident Based Tracking.
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5. Total arrest information tracking with separate juvenile offender file.
6, Year 2000 compliant.
7. Single master name, location, and property relational database structure.
8. State identified crime codes/reporting compliant.
9. No redundant entry of data.
10. Multiple property, person and offense tracking capability.
11. Related case number tracking.
12. Case Management tracking with solvability factors for follow-up prioritization.
13. Mouse, touch, voice/text-to-speech graphic output capable.
14. On-line data verification against existing database entries (i.e. stolen property,
lost items, etc.).
t 5. Property/Evidence tracking and inventory.
16. Field Interview/Contact tracking (mobile and host).
17. Known offender/ crimin21 intelligence tracking option.
18. User defined audit check and supervisory report verification review process.
19. Pawn shop tracking with upload and data comparison capability.
20. Traffic accident reporting on-line with State mandated output.
21. Wants/Warrants maintained by type, person, issuing authority.
22. User defined output reporting.
23. Database query capable for custom inquiries and output reports.
C, Mobile
t. NT Message Switch.
2. Full touch, voice/text to speech and mouse entry and retrieval capability.
3. Multiple backbone protocol enabled (proprietary CDPD, RAM).
4. User defined list box values and terminology, and mapping database stored
locally on laptop, Full integrated mapping and photo im2g;ng.
5. Client/server design operating in Windows 95/98.
6, Complete field reporting with UCR reporting capability on line.
7. Accident, field contact, NCIC, Car-to-Car messaging capability.
8. In field mobile product is basically the same 4GL, user defined, list box driven
application as the netwom based product, but with certain data stored locally to
enhance retrieval and completion time cycle. One reporting product which will
run in a mobile or networked environment.
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PUBLIC SAFETY MANAGEMENT SOFfW ARE LICENSE AGREEMENT
ADDENDUM C
NUUNTENANCEAGREEMENT
This maintenance agreement between Public Safety Management ("PSM") and the Clearwater
Police Department ("Licensee") specifies the application software and technical support to be
provided by PSM to Licensee. Charges for this support are outlined in the attached Maintenance
Fee Schedule.
TERMS: This maintenance agreement commences 90 days from the date of initial product
installation and completion of the LERS System Manager Training, and continues through one
calendar year. This agreement is automatically renewed for a one-year term every year hereafter
at the maintenance price in effect at the time of renewal, unless otherwise modified by mutual
agreement between the parties.
CANCELLATION: This maintenance agreement may be canceled by Licensee at any time
with 60 days written notice to PSM.
LICENSEE AGREES To:
1. Maintain the system in a current operational state, i.e., operating system and the
accompanying, appropriate PSM releases must be applied within 30 days of receipt. If
Licensee does not maintain the system at the current operating system and PSM release level,
the maintenance agreement is deemed to be void. Not applying releases in a timely and
proper manner can severely impact the integrity and/or functionality of Licensee's data.
2. Operate the licensed PSM applications on the following hardware Platform Dell OptiPlex
Serial No, #3MMA V , or such other replacement or additional server as agreed.
PSM AGREES TO:
Standard Maintenance
1. Provide standard telephone support on Monday through Friday from 8:00 AM to 5:00PM
(EST) and after hours emergency support on a 24 hour per day, seven days a week basis.
2. Provide on-line diagnostic modem support on Monday through Friday from 8:00 AM to 5:00
PM (EST).
3. Support calls should be made to (800)837-4548. A support services professional will return
call as soon as possible but normally within a maximum time frame of two hours. If you do
not receive a return call, please have our President, Tim Fenlon, paged.
Public Safety Management
Maintenance Agreement
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4. Provide enhancements and releases including loading instructions and user manual revisions.
Installation of releases is the responsibility of Licensee.
SUPPORT NOT PROVIDED UNDER THIS AGREEMENT
On site support at the licensee's site is not provided under this agreement. If an on-site visit is
deemed necessary by both parties, Licensee is responsible for all reasonable travel expenses
incurred by PSM staffunless the problem is caused by a malfunction of the PSM software. If the
problem is not a PSM software problem or defect, the Licensee may be charged an on-site
support fee of$750 per day.
IF MAINTENANCE AGREEMENT IS NOT SELECTED
1. Licensee will not receive any further product enhancements or releases from PSM. If
Licensee wishes to receive enhancements or releases of the product, full retail price will be
charged.
2. If Licensee elects not to be covered under the PSM maintenance agreement, the following
condition will apply to any support and/or product upgrade services provided:
. If any support is provided to Licensee by PSM, Licensee will be charged at a rate of
$85.00 per hour or any portion of an hour.
If Licensee chooses at a later date to reactivate the maintenance agreement:
1. Licensee will be charged for each month that maintenance was not paid plus a 15%
surcharge.
2. Additionally, Licensee will be charged an enhancement upgrade and system update fee.
3. Licensee will be charged an on-site support fee for installation of PSM current software
necessary to bring the customer/licensee's system to a current PSM product release level.
By:
Signature
Date
Witness
Public Safety Management
By:
Title
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Sign'}i9.re
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Date
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Public Safety Management
Maintenance Agreement
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Maintenance Fee Schedule
I. APPLICATION SOFTWARE Annual Maintenance
A. Mobile/In-Vehicle (per unit cost)
In-Field Case Reporting
Field Contact
Citation
Arrest
Juvenile Offender
Traffic Crash Reporting
Car-ta-Car Messaging
CAD Connectivity/Interface
FCIC Connectivity
Subtotal per unit
SubTotal for 200 Units
B. Field Reporting Database
Case Management
Adult Arrest
Juvenile Offender
Property and Evidence
Tow History
Warrants
Crash Report
Sal Database routines
C. Custom Coding/Modifications
D. Mapping
E. Mobile Message Switch
(does not include server hardware)
FCIC Host Program
F. Interfaces
Interface to Existing CAD System
Interface to Message Switch
Subtotal Application SoftwareMaintenance
$150.00
$30,000.00
$5,500.00
$1,500.00
$5,000.00
$1.000.00
$43,000.00
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Maintenance Agreement
12/07/99
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PUBLIC SAFETY MANAGEMENT SOFTWARE LICENSE AGREEMENT
ADDENDUM D
SOURCE CODE ESCROW AGREEMENT
Date:
This Escrow Agreement is entered into by and among Public Safety Management, Inc. ("PSM"),
("Licensee"), specifically Clearwater Police Department, and Escrow Trust Agent Elise K.
Winters, P.A.
WHEREAS, PSM has granted Licensee a host site and/or mobile non-exclusive License to use
certain computer software operating on an NT platform in accordance with the terms and
conditions as specified in the PSM Software License Agreement;
WHEREAS, PSM has established a trust deposit agreement with Elise K. Winters, (a local
Clearwater attorney) to ensure the proper and safe storage of current PSM program Source Code
as specified in Addendum A of the Software License Agreement;
WHEREAS, PSM has provided said Escrow Trust Agent with a complete list of all customers
who have valid License to Use Agreements, along with information on the products, system size,
platform and customer contact information;
WHEREAS the Escrow Trust Agent specified herein agrees to abide by the terms and conditions
of this agreement;
Now, therefore, in consideration of the mutual covenants contained herein the parties agree as
follows:
1. Deposit. PSM has deposited with Escrowffrust Agent a copy of the Software Source
Code ("Source Code") including all relevant commentary, explanations, and other
Source Code (collectively, "Commentary''). PSM also agrees to deposit with
Escrowffrust Agent, at such time as it is distributed for customer use, a copy of all
revisions to the Source Code encompassing all corrections or enhancements made to
the Software by PSM pursuant to the License and Maintenance Agreements between
the parties. Said revisions/releases will take place twice annually and Licensee will
receive notification of same.
2. Term. This Escrow Agreement shall remain in effect for the term of the License and
as long as there is a current Software Maintenance Agreement between Licensee and
PSM. Termination hereof is automatic upon delivery of the deposited Source Code to
Licensee in accordance with the provisions hereto.
3. Default. A default by PSM shall be deemed to have occurred under this Escrow
Agreement upon the occurrence of any of the following:
Public Safety Management
Source Code Escrow A.greement
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a. IfPSM has availed itself of, or been subjected to by any third party in
bankruptcy proceding where PSM is the debtor, or an assignment by PSM for
the benefit of its creditors, the appointment of a receiver for PSM or other
proceeding INVOLVING insolvency or the protection of or from creditors,
the same has not been discharged or terminated without prejudice to
Licensee's rights or interests under License within thirty (30) says; or
b. IfPSM has ceased its ongoing business operations or the sale, licensing,
maintenance and/or other the support of its Software; or
c. If any other event or circumstance occurs which demonstrates with reasonable
certainty the inability or unwillingness of PSM to fulfill its obligations to
Licensee under the License, this Escrow Agreement or any software '
maintenance agreement between the parties, including without limitation the
correction of defects in the Software.
If for any of the reasons mentioned herein PSM would be found in default, all costs for
reproducing and distributing source code to Licensee will be the responsibility ofPSM. The
Escrow Agent is not responsible for any costs associated to this process.
4. Notice Of Default. If Licensee provides written notice of default as described in paragraph
(3) of this agreement to Escrow/Trust Agent and PSM, Escrow Agent shall immediately
notify PSM of said default claim. Upon notification of default, PSM will immediately
contact Licensee and attempt to resolve any problem(s) or issues. If Escrow Agent does not
receive from Licensee a notice to rescind the claim for default within seven (7) working days,
a copy of the Source Code will be made available immediately to Licensee regardless of any
claims or creditor lien that might be filed against PSM.
Acknowledgment of Default. In the event of default as specified herein and in accordance
with the terms of this Escrow Agreement, the PSM application Software Source Code will be
provided to Licensee for its own internal, operational use. Licensee does not and will not
have the right to resell and/or market the PSM product or derivitive works without specific
written permission to do so from PSM,
5. Responsibility. Escrow Agent shall not, by reason of its execution of this Escrow
Agreement, assume any responsibility or liability for any transaction between PSM and
Licensee, other than the performance of its obligations as Escrow Agent with respect to the
Source Code held by it in accordance with this Escrow Agreement.
6. Confidentiality. Except as provided in this Escrow Agreement, Escrow Agent agrees that it
shall not divulge or disclose or otherwise make available to any third person whatsoever, or
make any use whatsoever, of the Source Code without the expressed prior written consent of
PSM. Said source code is a confidential trade secret ofPSM pursuant to Florida Statute
815.04(3) and therefore not subject to provisions of the Sunshine Law,
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Source Code Escrow Agreement
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7. Notices. All notices or other communications required or contemplated shall be in writing
sent by certified mail, RETURN RECEIPT REQUESTED, addressed to another party at the
address indicated below or as same may be changed from time to time by notice similarly
gIVen:
If to PSM: Timothy P. Fenlon, 600 Cleveland Street, Suite 680, Clearwater, FL 33755
If to Licensee: Clearwater Police Department, 645 Pierce Street, Clearwater, FL 33756
If to Escrow Agent: Elise K. Winters, 600 Cleveland Street, Ste. 900, Clearwater, FL
3355
9. Assignment. Neither this Escrow Agreement, nor any rights, liabilities, or obligations
hereunder will be assigned by Escrow Agent without the prior written consent of Licensee
and PSM.
lfiLLf!d/hr 1~
Itness
BY: .7~~/L
Signature (PSM)
~Sl /.Ji::N'r/ e-EO
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Date
Title
Witness
Signature
(Licensee)
Date
Title
Witness
Signature (Escrow Trust Agent)
Date
Title
Public Safety Management
Source Code Escrow Agreement
12/14/99
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