SYSTEM PURCHASE AGREEMENT
-
T riT ech Software Systems
9860 Mesa Rim Road
San Diego, CA 92121
Phone: 858.799.7000
Fax: 858.799.7011
Email: sales@tritech.com
TRITECH
SOFTWARE SYSTEMS
SYSTEM PURCHASE AGREEMENT
TRITECH SOFTWARE SYSTEMS
FOR
THE CITY OF CLEARWATER, FLORIDA
DATED ~~~ 22.., 200Cp
Clearwater
2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
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SYSTEM PURCHASE AGREEMENT
TABLE OF CONTENTS
1.0 INTRODUCTION............ ................... ........... ...................... .................... ...........................4
2.0 ADDENDA ........................................................................................................................4
3.0 DEFINITIONS................. ................... ............. ....................... ......................... .......... ........5
4.0 PRICES AND PAYMENT ..................................................................................................9
5.0 TRITECH SOFTWARE LICENSE GRANT .......................................................................9
6.0 THIRD PARTY SOFTWARE L1CENSE...........................................................................11
7.0 DELIVERY, INSTALLATION, TITLE AND RISK OF LOSS ............................................11
8.0 SITE PREPARATION .....................................................................................................13
9.0 SECU RITY INTEREST ....................... ......... ......................... ........................... ...............13
10.0 TRITECH SERVICES .................. .......... ............................. ...................... .......................14
11.0 ACCEPTANCE ...............................................................................................................15
12.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS.......................................................16
13.0 LIMITED WARRANTIES .................................................................................................18
14.0 MAINTENANCE AND SOFTWARE SUPPORT .............................................................21
15.0 SOU RCE CODE ESCROW................ ................................. ........................ ....................23
16.0 DEFAULT AND TERMINATION .....................................................................................24
17.0 LIABI LITY ...................... .................... ................................................ ...... .......................25
18.0 INSURANCE ...................................................................................................................25
19.0 COPYRIGHT & PATENT INFRINGEMENT ....................................................................26
20.0 SALES, USE AND PROPERTY TAX. ..............................................................................27
21.0 SEVERABILITY ..............................................................................................................27
22.0 FORCE MAJEURE/EXCUSABLE DELAY .....................................................................27
23.0 CONSTRUCTION AN D H EADI NGS ........................................ .................................... ...27
24.0 W AIVER..........................................................................................................................27
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25.0 ENTIRE AGREEMENT ...................................................................................................28
26.0 APPLICABLE LAW...... ...................... .................. .............. .............. .............................. 28
27.0 ASSIGNM ENT ............ ....................... ............................... ..............................................28
28.0 NOTICES ........................................................................................................................28
29.0 ORDER OF PRECEDENCE............................................................................................29
30.0 G EN ERAL TERMS .............. .............................................................. .............................29
ADDENDUM A .........................................................................................................................31
ADDEN DUM A-1 .................. ....................... ............................... ...................... ........................32
ADDENDUM A-2 ......................................................................................................................33
ADDENDUM A-3 ......................................................................................................................35
ADDENDUM A-4 ......................................................................................................................36
ADDENDUM A-5 ......................................................................................................................38
ADDENDUM A-6 ......................................................................................................................39
ADDEN DUM A-7 .......... ....... ........................ .............................. ...................... .........................40
ADDENDUM A-8 ................. ........................ ........................................................ .................... .41
ADDENDUM A-9 ......................................................................................................................43
ADDENDUM B .........................................................................................................................44
ADDENDUM C .........................................................................................................................50
ADDENDUM D .........................................................................................................................51
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SYSTEM PURCHASE AGREEMENT
Client: City of Clearwater
Address: 645 Pierce St.
City, State, Zip: Clearwater, FL 33756
Phone, Fax: 727.562.4345/fax 727.562.4339
Contact Name: Deputy Chief Baird
1.0 INTRODUCTION
1.1 This Agreement, is made by and between TriTech Software Systems, referred to
as "TriTech", with offices at 9860 Mesa Rim Road, San Diego, California 92121, and the entity
named above, referred to as "Client" (who together are referred to as the "Parties" herein), with
reference to the following facts:
1.2 This Agreement is for the purchase of a Computer Aided Dispatch System
("CAD") and Mobile Data System ("MDS") consisting of software, computer equipment,
peripheral equipment and related services (the "Project"). The Project is more fully described in
the Statement of Work, Addendum A-I. The items being purchased under this Agreement are
specified in Addenda A-2 through A-9 of this Agreement.
1.3 The Parties agree that under this Agreement, Pinellas County Sheriff ("County")
may purchase TriTech Software licenses and associated services in accordance with the terms
and conditions set forth herein, which licenses will be granted directly to County.
1.4 In consideration of the terms, promises, mutual covenants and conditions
contained in this Agreement, Client and TriTech agree as follows:
2.0 ADDENDA
2.1 The following documents are attached as Addenda to this Agreement and
incorporated by reference as though set forth in full:
(a)
Addendum A-I
Statement of Work
(b)
Addendum A-2
TriTech Software Licenses,
Installation and Shipping Instructions
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(c) Addendum A-3
(d) Addendum A-4
(e) Addendum A-5
(f) Addendum A-6
(g) Addendum A-7
(h) Addendum A-8
(i) Addendum A-9
(j) Addendum B
(k) Addendum C
(1)
Addendum D
3.0 DEFINITIONS
Interfaces
TriTech Services
Equipment
Third Party Software Provided by TriTech
Contract Price Summary
Payment Terms
Site Preparation and Support Connectivity Guide
Software Support During the Warranty
Period
Hardware and Software Maintenance and Support
Agreement for Stratus ftServer™
Master Source Code Escrow Agreement (copy)
3.1 "Acceptance" or "Accept" means the processes described in the ACCEPTANCE
section of this Agreement.
3.2 "Acceptance Test Procedure" or "ATP" means the documents setting forth the
Acceptance testing procedure and criteria with respect to the Deliverables hereunder.
3.3 "Contract Price" means the total of the purchase price of the items as specified in
Addendum A-7, including, as applicable, Equipment, Third Party Software licenses, TriTech
Software licenses, other Third Party Products or Services, other fees and expenses, and if
included as a line item in Addendum A-7, any applicable sales, use, value added, or other such
governmental charges.
3.4 "Data Warehouse" means a Server or other storage unit on which Client's data
resides for archival purposes.
3.5 "Deliverable" means an item of software, hardware, documentation or services to
be provided by TriTech under this Agreement as listed in the addenda hereto.
3.6 "Delivery" with respect to the CAD System and MDS means physical delivery of
substantially all components to the Designated Location. Delivery shall be deemed to have
occurred despite the absence of incidental components provided that Installation of the CAD
System and MDS, training and system configuration can begin with the items then delivered.
Delivery with respect to Modifications, Interfaces and Third Party Products and Services shall be
System Purchase Agreement
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deemed to have occurred when the applicable item described in the Statement of Work is
physically delivered to the Designated Location. A separate Delivery shall occur with respect to
each such Deliverable.
3.7 "Demonstration of Licensed Functionality ("DOLF")" means pre-Delivery testing
procedures of Client's CAD System conducted as more fully described in paragraph 11.2
3.8 "Designated Location" means the physical site at which the CAD System and
MDS are installed as specified in Addendum A-I, Statement of Work.
3.9 "Documentation" means any standard user manuals or other related instructional
and/or reference materials, provided by TriTech or other software vendors as applicable,
including on-line help information and Release Notes issued in connection with Updates. In case
of a conflict between written documentation (user manuals or Release Notes in printed or CD-
ROM format) and on-line help information, the printed and CD ROM documentation will
control.
3.10 "Equipment" means the computer system equipment specified in Addendum A-5
of this Agreement. TriTech may, with the consent of Client, substitute Equipment for that
specified in Addendum A-5 provided that such Equipment will meet the requirements of the
Specifications and this Agreement.
3.11 "Go Live" means the event that occurs when the Client first uses the CAD or
MDS for Live Operations. A separate Go Live may take place with respect to each Interface, the
CAD Modifications (if applicable) and each Third Party Product.
3.12 "Help Desk" means the TriTech function consisting of receiving calls from Client
concerning system problems and assisting Client with resort to the manufacturers of Equipment,
Third Party Software and/or Third Party Products under the applicable warranties and/or
maintenance support agreements.
3.13 "Installation", with respect to the CAD System and MDS, means the process of
running the TriTech Software under a procedure to demonstrate basic inter-operability of the
system's components. "Installation", with respect to Modifications (if applicable), means the
process of running each modification under a procedure to demonstrate basic interoperability
with the applicable system. "Installation", with respect to the Interfaces, means the process of
running each Interface under a procedure to demonstrate basic interoperability of the Interface
with the applicable system and the equipment and/or software with which it is interfaced.
"Installation", with respect to Third Party Products, means the process of running such Products
under a procedure to demonstrate basic interoperability of the Third Party Product.
3.14 "Interfaces" means the interface software described in Addendum A-3. Each
individual interface is referred to as an "Interface".
3.15 "Live Operations" means use of a Deliverable (e.g., the TriTech Software less
Interfaces and Modifications) as the primary means of performing its functions. Use of a
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Deliverable in parallel with Client's existing system for a period not in excess of thirty (30) days
where the existing system is the primary means of performing its functions and the Deliverable is
being run in a test environment shall not be deemed Live Operations.
3.16 "MDS" means the mobile data system to be provided hereunder.
3.17 "Modifications" means changes or additions to the TriTech Software from the
standard version thereof prepared hereunder. Modifications, if applicable, are described in the
Statement of Work, Addendum A-I.
3.18 "Notice to Proceed" means written notice from Client to TriTech that Client's
funding for this Project has been appropriated and TriTech is authorized to commence work
under this Agreement.
3.19 "Object Code" means any instruction or set of instructions of a computer
program, including but not limited to, the TriTech Software, in machine-readable form.
3.20 "Primary Computer System" means a local or wide area network consisting of
one or more servers and multiple computer Workstations.
3.21 "Prime Contractor" means that TriTech shall (i) act as a central point of contact,
providing project management services, including coordination and monitoring of all
subcontractor (if applicable) activities with respect to the Project, (ii) subcontract with certain
vendors that provide hardware, software and/or services (Third Party Items) in connection with
the Project (as more fully described in the Statement of Work), and (iii) pass through to Client
warranties received from the vendors thereof. The fact that TriTech is acting as a Prime
Contractor does not expressly or impliedly mean that TriTech warrants the Third Party Items.
3.22 "Server" means a computer in a local area network that runs administrative
software which controls access to all or part of the network and its resources and makes such
resources available to computers acting as workstations on the network. With respect to the
CAD System, this term includes, without limitation, the Primary Computer System and the
Standby Computer System.
3.23 "Software Error" means an error in coding or logic that causes a program not to
substantially function as described in the applicable Specifications. In the event TriTech is
unable to reproduce the Software Error at its facilities, TriTech will, at Client's request, visit
Client's premises at Client's expense. If it is determined that the problem was caused by
Equipment, Third Party Software, Third Party Products or Services or other non- TriTech
Software causes, Client shall reimburse TriTech for its labor costs for such on site visit, at
TriTech's then current rates for consulting.
3.24 "Software Support" means Telephone Support, Software Error Correction, and
Software Update services provided by TriTech for the TriTech Software, either under warranty
or under an annual Software Support Agreement, as more fully described in said Agreement.
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3.25 "Software Support Agreement" means the agreement of that name for the
rendering of Software Support services entered into between the parties coincident with this
agreement and renewed from time to time thereafter.
3.26 "Source Code" means the original mnemonic or high-level statement version of
the TriTech Software.
3.27 "Specifications" means (i) the functional requirements and Acceptance Test
Procedure ("ATP") with respect to the CAD System and MDS, (ii) the Interface Requirements
Document ("IRD") and ATP for each Interface, or Operational Scenario Document(s) ("OSD")
for each Modification, and (iii) the published specifications for the Third Party Products or
Equipment, which documents are incorporated by reference herein as though set forth in full.
3.28 "Standby Computer System" means (with reference to the CAD System) a server
operating in a standby mode used to maintain a duplicate copy of the program and data contained
in the Primary Computer System.
3.29 "Telephone Support" means the service provided by TriTech for access to the
TriTech Technical Services Department by telephone, on a twenty-four (24) hour a day, seven
(7) day per week basis.
3.30 "Third Party Software" means software packages specified in Addendum A-6 of
this Agreement, the copyright to which is owned by persons or entities other than TriTech.
3.31 "TriTech Documentation" means any standard user manuals or other related
instructional and/or reference materials, provided by TriTech, including on-line help information
and Release Notes issued in connection with Updates. In case of a conflict between written
documentation (user manuals or Release Notes in printed or CD-ROM format) and on-line help
information, the printed and CD ROM documentation will control.
3.32 "TriTech Software" means the Object Code version of the software specified in
Addendum A-2 and A-3 of this Agreement, and any Modifications provided hereunder.
3.33 "Update" means revisions or additions to the TriTech Software and the related
Release Notes. The term "Update" does not include new versions or separate modules or
functions that are separately licensed and priced, or new products that are developed and
marketed as separate products by TriTech.
3.34 "Use" means copying of any portion of software from a storage unit or media into
a computer or Server and execution of the software thereon. This term shall be construed to refer
to a grant of reproduction rights under 17 U.S.c. 106(1), and shall not be construed to grant other
rights held by the copyright owner, including without limitation the right to prepare derivative
works.
3.35 "User" means the operator of a CAD or MDS Workstation that is configured to
access and/or utilize the capabilities and features of the TriTech Software.
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3.36 "Warranty Period" means the period starting at Go Live for the TriTech Software
and ending one (1) year thereafter. The Warranty Period for Interfaces and Modifications will
also end on the same date.
3.37 "Workstation" means a dispatcher station, supervisory station, or other computer
input station that utilizes the functionality of the TriTech Software, whether the software resides
locally or on a Server.
3.38 "Year 2000 Compliant" means, with respect to the TriTech Software, that the
TriTech Software accurately processes date/time data (including but not limited to calculating,
comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and
the years 1999 and 2000 and leap year calculations, to the extent that other information
technology, used in combination with the TriTech Software being acquired, properly
exchanges date/time data with it.
4.0 PRICES AND PAYMENT
4.1 Unless otherwise stated herein, all dollar amounts contained in this Agreement are
in U.S. dollars. The Contract Price for the purchased and/or licensed items hereunder is
$894,721 as more completely specified in Addendum A-7. Client shall pay the Contract Price
without deduction or offset on the terms specified in Addendum A-8, pursuant to invoices issued
by TriTech which shall be due upon receipt unless otherwise stated in the invoice.
4.2 All amounts due and payable to TriTech hereunder shall, if not paid when due,
bear a late charge equal to one and one-half percent (1-1/2%) per month, or the highest rate
permitted by law, whichever is less, from thirty (30) days after their due date until paid.
4.3 Client's funding for this Project is scheduled to terminate December 31, 2007. In
the event that System Acceptance as defined in section 11 herein has not been achieved by such
date directly due to the negligent acts or omissions of TriTech, Client shall not be obligated for
any payments to TriTech submitted subsequent to December 31, 2007. Delays caused by the
acts or omissions of Client its employees, agents or other contractors, an event of Force Majeure
or other non-TriTech causes shall not affect TriTech's right to receive payment subsequent to
December 31, 2007. In any event, TriTech shall be entitled to receive payment for all fees,
charges and expenses earned up to the date of funding termination.
5.0 TRITECH SOFTWARE LICENSE GRANT
5.1 In consideration for, and subject to, the payment of the license fee(s) specified in
Addendum A-7 of this Agreement, and the other promises, covenants and conditions herein,
Client is granted a nontransferable, nonexclusive right and license to Use the TriTech Software
and TriTech Documentation for Client's own internal use for the applications described in the
Statement of Work, at the Designated Location, in the quantity set forth in Addendum A-2 and
A-3, and on the Equipment set forth in Addendum A-5. Client may make additional copies of the
TriTech Software as reasonably required for archival or backup purposes, provided that such
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copies contain all copyright notices and other proprietary markings contained on the original, and
are kept confidential in accordance with Section 12.0 herein.
5.2 Each Workstation that is configured to utilize the functionality of the TriTech
Software must have a Workstation License or full-user license under this Agreement. In
addition, Client shall be entitled to have a copy of the TriTech Software residing on the Primary
Server(s), the Back-up Server(s) and the Data Warehouse.
5.3 TriTech retains all rights to the TriTech Software and TriTech Documentation not
expressly granted in this Agreement. Any subsequent Client purchase of additional TriTech
Software licenses shall be licensed in accordance with the terms of this Agreement.
5.4 Each copy of the TriTech Software provided under this license that is not
identified in Addendum A-2 of this Agreement as a Standby Copy may be used on only one
Primary Computer System at anyone time.
5.5 Each copy of the TriTech Software provided under this license and identified in
Addendum A-2 of this Agreement as a Standby Copy may be used in a standby mode on only
one Standby Computer System at anyone time as a backup in the event of a failure, malfunction
or other out of service condition of its Primary Computer System. In the event its Primary
Computer System fails to operate, the Standby Computer System and the TriTech Software
identified as a Standby Copy may be enabled to function in its place. When the Primary
Computer System returns to its normal operational mode, the Standby Computer System and the
TriTech Software identified as a Standby Copy must be returned to its standby mode.
5.6 The TriTech Software and TriTech Documentation may not be used to operate a
service bureau or time-sharing service, outsourcing service, application service provider service
or other services or businesses that provide computer-aided vehicle dispatching to third parties;
except to the extent necessary for short term back-up support (for a limited period, not to exceed
thirty (30) days, or as otherwise agreed upon by TriTech and Client) by and between Client and
any other municipality or other governmental agency in the event of any catastrophe or natural
disaster or other emergency situation which results in such other municipality or other
governmental agency being unable to handle its own emergency calls or dispatches.
Notwithstanding the above, Client shall be entitled to Use the TriTech Software at the
Designated Location for the purpose of the Designated Application(s) for itself and other
agencies/entities in the area within Pinellas County, Florida, provided that the TriTech Software
is installed and operated at only one physical location. The TriTech Software shall not be used
for other than the Designated Application(s).
5.7 Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works, or
transfer the TriTech Software or TriTech Documentation, or permit others to do said acts, except
as provided in this Agreement. Any such unauthorized Use shall be void and may result in
immediate and automatic termination of this license, at the option of TriTech. Notwithstanding
the above, the TriTech Software is designed to enable Client to develop original applications
which interface with the TriTech Software. The development and use of such interfacing
applications is specifically permitted under the licenses herein and shall not be deemed
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derivative works provided that they are not, in fact, derived from the TriTech Software or the
ideas, methods of operation, processes, technology or know-how implemented therein. Other
than the licenses granted herein, Client shall not acquire any right, title or interest in the TriTech
Software by virtue of the interfacing of such applications, whether as joint owner, or otherwise.
Likewise, TriTech shall not acquire any right, title or interest in such Client developed non-
derived applications, whether as owner, joint owner or otherwise.
5.8 The TriTech Software license granted in this Agreement is for Object Code only
and does not include a license or any rights to Source Code except as otherwise provided under
Section 15.0 (Source Code Escrow). Without limiting the generality of the foregoing, except as
provided in Section 15.0, Client is specifically prohibited from accessing, copying, using,
modifying, distributing or otherwise exercising any rights to such Source Code, even if such
Source Code is loaded on the Equipment. The loading and/or using of Source Code to the
TriTech Software by TriTech or its employees, agents or contractors on the Equipment or any
other computer system equipment at the Designated Location or any other location associated
with Client shall not constitute a waiver of this provision, or any express or implied license or
other permission to copy, use or exercise other rights to the Source Code.
5.9 Client may not export the TriTech Software or TriTech Documentation outside
the United States without further written agreement of the parties. In the event of such agreed
export, Client agrees to comply with the requirements of the United States Export Administration
Act of 1979 and any amendments thereto, and with all relevant regulations of the Office of
Export Administration, U.S. Department of Commerce.
5.10 This TriTech Software license is effective until surrendered or terminated
hereunder.
5.11 Client may surrender this Agreement and the TriTech Software license at any
time by performing the actions described in paragraph 16.3 of this Agreement. Such surrender
shall not affect TriTech's right to receive and retain the Contract Price and other fees, charges
and expenses earned hereunder.
6.0 THIRD PARTY SOFTWARE LICENSE
6.1 Title to any Third Party Software and Third Party (software) Products provided to
Client by TriTech under this Agreement remains with the owner of such software and is
provided to Client under the owner's license agreement, which Client agrees to be bound by,
sign and return to TriTech for further forwarding to the vendor thereof. Client acknowledges and
agrees that TriTech is not a party to these third party licenses and that all warranties, remedies
and maintenance for such software are provided by the applicable vendor.
7.0 DELIVERY, INSTALLATION, TITLE AND RISK OF LOSS
7.1 TriTech will make reasonable efforts to effect Delivery of the items purchased
and/or licensed hereunder pursuant to the Statement of Work, subject to the provisions of the
FORCE MAJEUREIEXCUSABLE DELAY section (23.0) of this Agreement, and further
subject to delays caused by the actions or omissions of Client, including, but not limited to,
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delays in approval of the Specifications and/or Acceptance Test Procedures, training, system
configuration, DOLF participation and/or Acceptance testing.
7.2 Unless otherwise specified in the Statement of Work, the Equipment and Third
Party Software shall be first delivered to TriTech's facilities in San Diego for CAD System
configuration (less Interfaces and CAD Modifications), interoperability testing and conduct of
the DOLF process. (The DOLF process is more fully described in Section 11 of this Agreement
and in the Statement of Work.) Upon completion of the DOLF process, the CAD System shall
be delivered to the Designated Location to prepare for Go Live.
7.3 TriTech will Deliver and Install the CAD System and MDS (less Interfaces and
applicable Modifications) as described in the Statement of Work. (Interfaces and Modifications
will usually be Installed at a later time pursuant to the mutual agreement of the parties reached in
connection with development and approval of the applicable IRDs.) The completion of
Installation of these systems requires certain actions by the Client, as more fully set forth in the
Statement of Work. The Delivery and Installation schedule set forth herein is contingent upon
the Client's timely completion of its required actions. Delays by the Client in completing its
required actions, or delays beyond TriTech's control as described under Section 23.0 of this
Agreement, may cause a modification to the Delivery and Installation schedule and procedure.
In the event of such delays, the Delivery and Installation schedule shall be revised as mutually
agreed to by the Parties in writing. In the absence of such agreement, the schedule will be
adjusted on a day for day basis, or as otherwise required as a result of the delay(s).
7.4 Following Delivery and Installation, TriTech will provide the Client with training
as specified in the Statement of Work. If the Client is not available for training at the scheduled
time, a revised training schedule will be established based upon the mutual agreement of TriTech
and the Client. Any delay in performance of this Agreement resulting from such changes to the
training schedule shall be deemed to be an Excused Delay under Section 23.0 herein and shall
not result in a breach of this Agreement by TriTech.
7.5 TriTech will initiate User, Train the Trainer, and System Administrator training
and practical lab, pursuant to the provisions of the applicable TriTech training program and as
specified in the Statement of Work.
7.6 Implementation of Live Operations with the CAD or MDS shall not occur (except
for operations necessary to conduct Acceptance Tests pursuant to the Acceptance Test Procedure
referred to in Section 11.0) until completion of the Acceptance Test Procedure and Acceptance
of the CAD System and MDS by Client.
7.7 Implementation of the Interfaces, and Modifications if applicable, will be based
upon the schedule set forth in the Statement of Work or otherwise mutually agreed upon by
TriTech and the Client.
7.8 Client shall perform the Client Required Actions described in the Statement of
Work in a timely manner.
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7.9 Title to the TriTech Software shall remain with TriTech and title to the Third
Party Software shall remain in the respective owner(s) of that software. TriTech retains a
security interest in the items acquired hereunder as more fully provided in the SECURITY
INTEREST section of this Agreement.
7.lO Risk of loss of any Deliverable provided by TriTech, shall be borne by TriTech
until Delivery of the Deliverable to Client. Thereafter, the risk of loss shall be borne by Client.
7.11 Client shall pay all freight charges associated with Delivery of the CAD System
and any Third Party Products provided under this Agreement (including initial delivery to
TriTech's facilities and final Delivery to the Designated Location). Shipping charges are
included as a line item in the Contract Price (Addendum A-7), and shall be paid according to the
payment terms in Addendum A-8.
8.0 SITE PREPARATION
8.1 Client agrees to provide, at its own expense, those required facilities and
equipment specified in the Site Preparation and Support Connectivity Guide (Addendum A-lO),
or as otherwise specified by TriTech in writing, to meet the equipment/software configuration
requirements and the requirements for proper electrical power quality and other computer facility
resources. Client shall also provide and maintain during the term of this Agreement a high speed
data connection (as more fully defined in the Site Preparation and Support Connectivity Guide),
a separate data quality telephone modem line and a dedicated voice line (in each case as
specified by TriTech) for maintenance and software support purposes in each physical area
where a Server or interface equipment is located. Such facilities and equipment shall be in place
and operational prior to Delivery of the items purchased and/or licensed under this Agreement.
8.2 TriTech shall assist Client in meeting its obligations under this section by
providing the necessary guidelines and specifications for site preparation.
9.0 SECURITY INTEREST
9.1 TriTech retains and Client hereby grants to TriTech a purchase money security
interest in the TriTech Software Licenses, Equipment, Third Party Software licenses, and Third
Party Products acquired hereunder and in all accessions to, replacement of, and proceeds from
said items, as security for the payment of the Contract Price, but only to the extent of any portion
of the Contract Price which is unpaid. As used in this paragraph, "proceeds" include whatever is
receivable or received when proceeds or collateral is sold, collected, exchanged or otherwise
disposed of, whether such disposition is voluntary or involuntary, and includes, without
limitation, all rights to payment, including return premiums, with respect to any insurance related
thereto. (Nothing herein shall be deemed to grant or constitute a right to Client to transfer the
software licensed hereunder to any third party.) Client shall, at TriTech's request, sign a
financing statement and such other documents as TriTech reasonably requires to perfect its
security interest. Such security interest and any financing statement which is filed of record shall
be released upon full payment of the Contract Price.
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9.2 Until full payment of the Contract Price is made, Client shall maintain the items
purchased/licensed under this Agreement in good order and repair at Client's expense, except as
otherwise provided under the warranty provisions of this Agreement or any applicable third party
warranty, and shall use such items in a manner that will not subject them to waste or
deterioration outside of normal wear from Client's use in its normal day to day operations.
9.3 Client shall not, without the prior written consent of TriTech, sell, lease,
encumber or otherwise dispose of the items purchased under this Agreement until TriTech's
security interest hereunder has been released. (Nothing in the foregoing shall be deemed to grant
or imply any license or other right to Client to sell, lend, rent, lease or otherwise transfer the
TriTech Software to a third party.)
9.4 Should Client (i) fail to pay any amount specified in this Agreement when it
becomes due, or within the grace period set forth in Section 4 and Section 16.1, (ii) fail to
perform any provision of this Agreement to be performed by it (or in the case of failures not
reasonably susceptible to cure within thirty (30) days of receipt of written notice of such failure,
Client commences action to cure such failure within such period and continues such action with
due diligence until the failure is cured), (iii) make an assignment for the benefit of creditors, (iv)
suffer the appointment of a receiver for any substantial part of its assets, (v) institute any
proceedings for dissolution or full or partial liquidation, or (vi) commence proceedings in
bankruptcy for liquidation or reorganization, Client shall be in default of this Agreement under
Division 9 of the Uniform Commercial Code, and TriTech shall have the rights and remedies
afforded a secured party by the chapter of "Default" of Division 9 of the Uniform Commercial
Code then in effect, subject to paragraph 16.1 herein. In conjunction with the above-named
chapter, but not by way of limitation, TriTech may:
9.4.1 Require Client to permanently remove the TriTech Software and/or Third
Party Software from Client's computers or other storage media or locations and make all such
items available to TriTech at Client's premises or such other location as is mutually agreed by
the parties.
9.4.2 Render said software unusable.
9.4.3 Apply the proceeds received from the sale or other disposition of the
software acquired hereunder, in addition to the items specified in Division 9 of the Uniform
Commercial Code, against payment of reasonable attorneys' fees and legal expenses incurred by
TriTech as a result of Client's default.
10.0 TRITECH SERVICES
10.1 TriTech will provide those services specified in the Statement of Work. Any
services desired by Client in excess of those specified in this Agreement or the Statement of
Work will be subject to the availability and scheduling of TriTech personnel and to TriTech's
then-current rates, plus expenses. Prior to performing any of the aforementioned additional
services, TriTech will provide a written quotation detailing the associated price to be paid for
such services.
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10.2 TriTech shall appoint a competent TriTech Project Manager to act as its
representative and single point of contact, and to monitor its employees and vendors in the
Delivery and Installation of the systems provided under this Agreement. TriTech's Project
Manager will coordinate and meet with the Client Project Manager as may be reasonably
required to discuss any operational issues or the status of the Project. TriTech shall not change
TriTech Project Managers without Client's prior written approval, which approval shall not be
unreasonably withheld or delayed. In the event of unforeseen circumstances such as, but not
limited to, termination, illness, or death, TriTech may appoint a replacement TriTech Project
Manager of equivalent skill level, and shall notify Client with as much written notice as is
reasonably possible.
10.3 Reasonable direct travel costs incurred by TriTech in connection with services
rendered under this Agreement shall be paid by Client, payable upon receipt of TriTech's invoice
for such costs. TriTech shall provide Client with an estimate of travel costs for Client's written
approval prior to incurring such travel costs.
11.0 ACCEPT ANCE
11.1 General. Testing of the CAD System and MDS shall occur throughout the Project
life cycle as further defined in the Statement of Work (SOW). Prior to conducting Acceptance
testing as defined below, the Client shall receive for review, Acceptance Test Procedures
(ATP's) for the System and Subsystems. Upon approval by the Client of the ATPs, TriTech
shall perform the A TPs with the Client's participation in accordance with the Project plan.
Individual test cases within the A TP shall have a pass/fail criteria and with results reported to the
Client when the individual tests are complete with a Test Report.
11.2.1 Pre-Go Live. Following completion of the DOLF process (which is further
defined in the Statement of Work) the CAD System will be Delivered and Installed at the
Designated Location. Pre-Go Live CAD System tests will be performed by TriTech and Client
using the Client approved ATP. Upon successful completion of the ATP, the Client shall provide
written approval of the test results and written approval that the CAD System is ready for Go
Live ("Pre-Go Live Acceptance"). Such pre-Go Live Acceptance shall occur at least thirty (30)
days before the actual Go Live date. Issues detected during pre-Go Live CAD System testing
which do not affect the Go Live readiness of the CAD System shall be documented by TriTech
and the Client and a plan and timetable for resolving such issues developed.
11.2.2 Final Acceptance of the CAD System. Upon Go-Live, Client will conduct
a thirty (30) day final Acceptance test to verify operational system functionality in a live dispatch
environment. If no Critical Priority Software Errors (as that term is defined in Addendum B) are
detected during such thirty (30) day period, the Parties shall mutually agree in writing that the
CAD System has achieved Final Acceptance. Upon Go Live, Software Errors shall be corrected
and support shall be provided in accordance with Addendum B, Support During the Warranty
Period. Following the Warranty Period, support shall be provided in accordance with the
Software Support Agreement.
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11.2 CAD Modifications. Based upon the project schedule developed with the Client,
TriTech shall deliver to the Client a draft IRD for the CAD Modifications described in the
Statement of Work. After approval of the IRD, TriTech shall deliver one or more Acceptance
Test Procedures ("ATP") for the Modifications for review. Upon Delivery and Installation of a
CAD Modification Deliverable, TriTech will test Modifications individually and retest pre-Go
Live as a group as part of a system test.
11.3.1 Acceptance of each CAD Modification Deliverable shall occur when (i)
the parties jointly acknowledge Acceptance, (ii) Client conducts a final Acceptance test in
accordance with the applicable ATP within fifteen (15) days of Go Live for the Modification and
said Acceptance Test Period for the Deliverable has passed without Client notification to
TriTech of uncorrected material failure(s) of the Deliverable to perform as provided in the ATP,
or (iii) Client uses the Deliverable for Live Operations, whichever occurs earlier.
11.3 Interfaces. Based upon the project schedule developed with the Client, TriTech
shall deliver to the Client a draft IRD for each Interface. After approval of the IRD, TriTech
shall deliver an Acceptance Test Procedure ("ATP") for the Interface. Upon Delivery and
Installation of an Interface Deliverable, TriTech will test Interfaces individually and then retest
pre-Go Live as a group as part of a system test.
11.4.1 Acceptance of each Interface shall occur when (i) the parties jointly
acknowledge Acceptance, (ii) Client conducts a final Acceptance test in accordance with the
applicable A TP within fifteen days of pre-Go Live testing of the Interface and said Acceptance
Test Period for the Interface has passed without Client notification to TriTech of uncorrected
material failure(s) of the Interface to perform as provided in the ATP, or (iii) Client uses the
Interface for Live Operations, whichever occurs earlier.
11.4 MDS Acceptance. Client will receive Train the Trainer trammg, as further
defined in the Statement of Work, on the operational use and installation of VisiNet Mobile.
TriTech will Deliver and configure, to the Client's requirements, the VisiNet Mobile software to
the Designated Location and provide installation services on at least one (1) mobile unit.
Installation of the remaining mobile units will be conducted by Client. TriTech's project team
will test the system configuration and functionality on the TriTech installed mobile unit by
running the approved A TP with the Client. TriTech and Client will document any issues
detected and agree upon any required resolution plan. At the conclusion of the above-described
installation and testing the parties shall jointly acknowledge system Acceptance. Client is
responsible for mobile server and unit connectivity to the mobile network infrastructure and the
wireless network.
12.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS
12.1 The copyright to the TriTech Software and TriTech Documentation is owned by
TriTech. Said software and documentation is licensed, not sold. Nothing in this Agreement
shall be construed as conveying title in the TriTech Software or TriTech Documentation to
Client.
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12.2 Provided that Client's confidential business information and confidential data is
marked with the legend "CONFIDENTIAL INFORMATION", "PROPRIETARY
INFORMATION", or a substantially similar legend, TriTech agrees to maintain Client's
confidential business information and confidential data, including patient identifying data, to
which TriTech gains access in confidence and to not disclose such information except as
required to perform hereunder or as required by law. If such confidential or proprietary
information is disclosed to TriTech orally, Client shall, within five (5) business days of the
disclosure, document the disclosure in writing, which writing shall be marked with the above-
described legend. Notwithstanding the above, TriTech shall own the copyrights, trade secrets,
patent rights and other proprietary rights in and may use without restriction knowledge,
information, ideas, methods, know-how, and copyrightable expression learned or acquired as a
result of or in connection with this Agreement to make modifications and enhancements to the
TriTech Software or TriTech Documentation. Client shall acquire no rights to the TriTech
Software or TriTech Documentation as a result of such use, whether as author, joint author, or
otherwise.
12.3 Client understands and agrees that the TriTech Software and TriTech
Documentation including, but not limited to, the Source Code, Object Code, the IRDs and A TPs,
the Statement of Work, the software design, structure and organization, software screens, the
user interface and the engineering know-how implemented in the software constitute the valuable
properties and trade secrets of TriTech, embodying substantial creative efforts which are secret,
confidential, and not generally known by the public, and which secure to TriTech a competitive
advantage.
12.4 Client agrees during the term of this license, and thereafter, to hold the TriTech
Software and TriTech Documentation, the IRDs, the ATPs and the Statement of Work, including
any copies thereof and any documentation related thereto, in strict confidence and to not permit
any person or entity to obtain access to it except as required for Client's exercise of the license
rights granted hereunder.
12.4.1 Without limiting the generality of the foregoing, except as provided in
Section 15.0 (Source Code Escrow), in the event Source Code is loaded on the Equipment, or
other computer system equipment at the Designated Location or any other location in connection
with TriTech's performance under this Agreement, or for any other purpose, Client shall keep
such Source Code strictly confidential and shall not, without the written authorization of
TriTech, access, use, copy, modify, distribute, disclose or otherwise exercise or permit the
exercise of any rights to such Source Code by any person, including but not limited to Client's
employees, agents or contractors. This provision is intended by the parties to prohibit, among
other things, Client access to Source Code by any person and for any reason unless expressly
authorized by Section 15.0 (Source Code Escrow) herein.
12.5 Client shall not attempt or authorize others to attempt to learn the trade secrets,
technology, ideas, processes, methods of operation, know-how and/or confidential information
contained in the TriTech Software or TriTech Documentation by duplication, decompilation,
disassembly, other forms of reverse engineering, or other methods now known or later
developed.
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12.6 Client shall inform TriTech promptly in wntmg of any actual or suspected
unauthorized Use, copying, or disclosure of the TriTech Software, TriTech Documentation or
related materials.
12.7 Client acknowledges that the information contained in Addenda to this Agreement
which is marked with the legend "PROPRIETARY DATA" contains and consists of TriTech's
trade secrets and confidential information which may not be copied, disclosed, distributed or
otherwise disseminated to third parties without the written authorization of TriTech. Client shall
comply with said legend in all respects and shall promptly inform TriTech of any unauthorized
disclosure of such information.
12.8 If any TriTech provided information or material used in or related to the Project,
including but not limited to the TriTech Software, the TriTech Documentation, the IRDs, the
ATPs, the Statement of Work, or the Proprietary Data in this Agreement (collectively "TriTech
Proprietary Information") is subject to any Federal or State statutes(s) providing for public
access or disclosure of public records, documents or other material, Client shall (i) provide to
TriTech written notice of any request or other action by a third party under said statute(s) for
release, access, or other disclosure thereof, (ii) provide to TriTech a reasonable opportunity to
respond to and/or oppose such action in the appropriate forum, failing which Client may disclose
such information or material so requested to the extent required by such statute(s), and (iii) take
such steps as are permitted under said statutes to assert in response to such action any
exemptions or other protections available thereunder to prevent, restrict and/or control the public
release, access and/or disclosure of the TriTech Proprietary Information. Without limiting the
generality of the foregoing, if Client determines after consultation with legal counsel that an
exemption from public disclosure does not apply with respect to a request for release under said
statutes, it shall advise TriTech of such determination in writing, give TriTech a reasonable
opportunity (not less than thirty (30) days) to file an action to oppose such release in a court of
competent jurisdiction and, if TriTech does not file such action, or if after the filing of such
action the court makes a final order that an exemption does not apply and that release should
occur pursuant to the statute, comply with such request or order as required under applicable law.
12.9 The obligations specified under the CONFIDENTIALITY AND PROPRIETARY
RIGHTS section of this Agreement shall survive the termination or rescission of this Agreement.
13.0 LIMITED WARRANTIES
13.1 TriTech warrants that, during the Warranty Period, the TriTech Software will
perform in material substantial conformity with the Specifications. During the Warranty Period,
TriTech shall provide Software Support, as more fully described in Addendum B. Software
support on a 24x7 basis will begin at Go Live. Support fees for such 24x7 Software support will
be invoiced under the Software Support Agreement to be entered into coincidental with this
Agreement.
13.2 TriTech further represents and warrants that the TriTech Software, including
Updates thereto, shall be Year 2000 Compliant. However, the foregoing warranty is subject to
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and conditional upon (i) Client operating the most current version of the TriTech Software
offered to it, (ii) Client maintaining in force a current Software Support Agreement for the
TriTech Software and (iii) Year 2000 Compliance of hardware, firmware, software, data and
other facilities with which the TriTech Software operates, interfaces or otherwise communicates.
TriTech makes no Year 2000 representations or warranties, express or implied, with
respect to hardware, firmware, software, data or other facilities manufactured, developed
and/or provided by third parties. Client's remedy with respect to the foregoing warranty
shall be to receive an Update to the TriTech Software that is Year 2000 compliant.
13.3 TriTech further warrants and represents that the TriTech Software does not
contain any "back door", "time bomb", "Trojan horse", "worm", "drop dead device" or other
program routine or hardware device inserted and intended by TriTech to provide a means of
unauthorized access to, or a means of disabling or erasing any computer program or data, or
otherwise disabling the CAD System. (Nothing herein shall be deemed to constitute a warranty
against viruses. The provisions of paragraph 13.5.5, below, shall constitute the agreement of the
parties with respect to viruses.) Client's sole remedy with respect to the foregoing warranty shall
be to receive an Update to the TriTech Software that does not contain any of the above-described
routines or devices.
13.4 Equipment, Third Party Software and/or Third Party Products acquired under this
Agreement are warranted by the manufacturers or licensors thereof, not by TriTech. TriTech
shall pass through to Client any third party warranties granted to it. If, during the warranty
period for an item of Equipment, Third Party Software or Third Party Products, Client
determines that it does not perform as warranted, Client shall contact TriTech using the
procedures described in Addendum B. TriTech shall perform Help Desk functions by receiving
calls and providing reasonable assistance to Client in determining the causes of the reported
problem and in assisting Client in making claims under applicable third party warranties.
Notwithstanding the above, TriTech makes no warranties, express or implied, with respect to
such Equipment, Third Party Software or Third Party Products except that, during the Warranty
Period for the TriTech Software, the TriTech Software shall be compatible therewith (i.e., shall
communicate, share data and otherwise work together without additional software or hardware
not provided under this Agreement) provided that the Equipment, Third Party Software and
Third Party Products are used and maintained by Client as specified or instructed by TriTech, or
the respective vendors thereof, provided further that such items have not been changed since the
Delivery thereof such that the TriTech Software is no longer compatible without modification,
and provided further that such items are Year 2000 Compliant (as that term is defined herein).
13.4.1 Notice: The design of keyboards, computer disks, chairs and other items
in the workplace ("ergonomic characteristics") affect the comfort, efficiency and safety of such
items with respect to people who use them. Such ergonomic characteristics are determined by
the manufacturer of such items, and the manner of their use in the workplace. To the extent
allowed by law, TriTech disclaims all warranties, express or implied, with respect to the
ergonomic characteristics of said items. Client shall adopt and regularly practice generally
accepted workplace safety practices to promote safety and prevent injury from the use of such
items and shall hold TriTech harmless from and against all claims, actions or proceedings related
to the ergonomic characteristics of such items and injuries related to or caused therefrom.
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13.5 If the TriTech Software is unable to function as warranted due to anyone or more
of the following factors, additional charges may be imposed by TriTech for actions necessary to
correct or work-around such factors:
13.5.1 Modification of the TriTech Software, Third Party Software or Equipment
by Client or a third party whether or not permitted hereunder.
13.5.2 Misuse or neglect, including without limitation failure to use the TriTech
Software as described in the TriTech Documentation, or other instructions provided by TriTech.
13.5.3 Software not provided by TriTech, not approved by TriTech in writing or
not specified as compatible in the TriTech Documentation.
13.5.4 Equipment which does not meet the configuration requirements specified
in the TriTech Documentation, by failure of Client to provide and maintain the site and facility
requirements described in Section 8.0 herein, or the use of "clones" (generic "look-alike"
equipment) as substitutes for the Equipment listed in Addendum A-5, except to the extent
explicitly approved by TriTech in writing.
13.5.5 Computer viruses that have not been introduced into Client's system by
TriTech. Client shall maintain up to date virus checking software and shall check all software
received from TriTech or any other person or entity for viruses before introducing that software
into any part of the CAD System including, but not limited to, Workstations or Servers. If
desired by Client, TriTech will provide Updates on media rather than direct downloading to
facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech
will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said
software (but not Client's data) on Client's Equipment. Client shall be responsible for reloading
its data and, to that end, shall practice reasonable back-up procedures for the CAD system to
mitigate the consequences of any virus.
13.5.6 Third Party Software, including but not limited to operating system
software.
13.5.7 Lack of Year 2000 Compliance of hardware, firmware, software, data or
other items manufactured, developed and/or otherwise provided by Client or third parties,
including but not limited to Equipment, Third Party Software and/or Third Party Products.
13.5.8 Equipment or software provided by third parties with which the TriTech
Software interfaces or operates (including but not limited to Third Party Software and/or Third
Party Products), including but not limited to problems caused by changes in such equipment or
software. If such changes occur which require modifications or other actions with respect to the
TriTech Software, such modifications or actions shall (unless identified in the Addendum A-4 as
a line item in this Agreement) be subject to the mutual written agreement of the parties,
including but not limited to, additional charges by TriTech at its then current rates for
engineering and technical support.
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13.6 After the Warranty Period, TriTech's obligations with respect to operation of the
items purchased and/or licensed hereunder shall be as specified in the MAINTENANCE AND
SOFTWARE SUPPORT section of this Agreement.
13.7 If mapping information is supplied with the TriTech Software, TriTech makes no
representation or warranty as to the completeness or accuracy of the mapping data provided with
the TriTech Software. The completeness or accuracy of such data is solely dependent on the
information supplied by the Client or the mapping database vendor to TriTech.
13.8 Problems in the TriTech Software or transmission of data caused by wireless
services are not warranted by TriTech, or covered under the terms of this Agreement. Client's
use of services provided by wireless service providers or carriers, and the security, privacy, or
accuracy of any data provided via such services is at Client's sole risk.
13.9 Client is responsible for maintaining the required certifications for access to
Client's state cns system(s), NCIC and/or other local state, federal and/or other applicable
systems.
13.10 TRITECH MAKES AND CLIENT RECEIVES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
14.0 MAINTENANCE AND SOFTWARE SUPPORT
14.1 Annual TriTech Software Support shall begin upon expiration of the Warranty
Period, under the terms of a Software Support Agreement to be entered into between the parties.
On or before expiration of the Warranty Period, and at each annual anniversary thereof, TriTech
shall provide to Client a Software Support Renewal Agreement for signature and payment of the
then-current Software Support fees, provided, however, that the rate for Support fees charged to
Client is not greater than the lower of such rates offered to other similarly situated Clients of
TriTech. TriTech reserves the right to change the terms and conditions for Software Support at
the time of renewal by written notice to Client provided, however, such services shall in no event
be less than Client provided during the Extended Warranty Period. The rendering by TriTech of
Software Support for the coming year shall be subject to Client executing the Software Support
Renewal Agreement and paying the applicable Software Support fee(s).
14.1.1 If Client fails to keep an annual Software Support Agreement in effect,
any later resumption of annual Software Support services by TriTech shall be subject to payment
by Client of all past unpaid annual Software Support fees in addition to the Software Support fee
for the current support year. Client acknowledges and agrees that the preceding clause is
reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to
further development, enhancement and support of the TriTech Software must be spread over
TriTech's customer base and fairly shared by all TriTech Software users.
14.1.2 In the absence of a currently effective annual Software Support
Agreement, any Telephone Support, Software Error correction and/or software Update services
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requested by Client and agreed to by TriTech shall be subject to TriTech's support policies then
in effect, the availability of its support personnel and resources and its then current time and
material rates, plus Update license fees, expenses and other charges.
14.1.3 Notwithstanding anything to the contrary herein, Software Support for the
TriTech Software shall be subject to and conditional on Client's implementation and use of a
version of the TriTech Software that is the most current production version thereof made
available to Client. If Client does not implement the most current production version when it is
made available, TriTech shall only be obligated to provide Software Support for Client's version
of the TriTech Software for a period of twelve (12) months thereafter.
14.2 If, at any time after installation of the TriTech Software, Client desires to load on a
CAD Workstation any software not provided by TriTech, it shall, before loading such software,
follow the procedures in the then current Client Support Services Manual, and contact the
TriTech Technical Services Department at the telephone numbers listed in Addendum B. Such
action shall not constitute approval, express or implied, unless approval for the loading of
specific software on a CAD Workstation, nor any express or implied warranty,
representation or other obligation by TriTech with respect to such software, including but
not limited to its suitability, operability or capability to meet Client's needs or expectations.
In no event will such third party software be installed on a Server. Client agrees that if the
loading of such third party software degrades the performance of the CAD System, Client shall
immediately un install such software. Client shall absolve, discharge and release TriTech from
any obligations or liabilities related to operation or performance of the CAD System, the TriTech
Software, or any other item provided by TriTech under this Agreement, including but not limited
to any liabilities for damages related thereto in connection with the installation of such third
party software.
14.3 Changes in Third Party Software, Third Party Products, or Equipment: Unless
listed as a line item in Addendum A-4, TriTech Software Support shall not include design,
engineering, programming, testing, implementation or other services rendered necessary by
changes in Third Party Software, Third Party Products, or Equipment ("Third Party Changes").
Any such services shall be subject to additional charges by TriTech and the mutual written
agreement of the parties as to the terms and conditions under which such services are rendered.
Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to
Third Party Changes or modifications to the TriTech Software resulting therefrom.
14.4 Equipment: Maintenance and support for the Stratus products provided hereunder
will be provided as described in 14.5 below. Maintenance and support for all other Equipment
sold hereunder is not included under this Agreement. However, since proper computer
equipment maintenance is required for proper system operation, Client agrees to acquire and
keep in force computer and peripheral equipment maintenance agreements for the equipment
used to operate the TriTech Software or to provide such maintenance in-house with qualified
personnel. If Client determines that an item of Equipment provided under this Agreement does
not perform as provided in the applicable specifications, Client may, provided that a current
Software Support Agreement with TriTech is in force, contact TriTech using the procedures
described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with
respect to the reported problem. Notwithstanding the above, TriTech is not and shall not be a
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party to such third party maintenance agreements nor shall TriTech have any obligation or
liability thereunder.
14.5 Support and maintenance for the Stratus ftServers ™ and related Stratus products
will be provided to Client by Stratus as a subcontractor to TriTech. For other than automatically
generated calls, Client shall first notify TriTech of any system errors involving the Stratus
ftServers ™ or other Stratus products. Support and maintenance for the Stratus products is more
fully described in Addendum C, Hardware and Software Maintenance and Support Agreement
for Stratus ftServer™.
15.0 SOURCE CODE ESCROW
15.1 Subject to payment of the applicable escrow fees by Client and Client's execution
of the applicable escrow documents, TriTech shall, on or before the occurrence of Go Live for
the TriTech Software (less Interfaces and CAD Modifications), enroll Client as a Preferred
Beneficiary of TriTech's Source Code escrow account with Iron Mountain Intellectual Property
Management. The location of the escrow shall be Iron Mountain's storage facilities in Norcross,
GA. Client shall pay all escrow fees and expenses associated with the Escrow, including but not
limited to first year fees, renewal year fees, and fees for additional services, if any, selected by
Client. Each month, TriTech shall deposit in Escrow updated Source Code containing (i) all
Updates to the TriTech Software released during the preceding month and (ii) any Modification
and/or Interfaces released for live operations during the preceding month. Source Code Escrow
shall be kept in effect until (i) Client gives TriTech written notice of termination of the escrow,
(ii) the escrow is canceled by the Escrow Agent due to non-payment of escrow charges by
Client, or (iii) this Agreement is terminated. Source Code released under the terms of the Source
Code Escrow Agreement shall be deemed part of the TriTech Software hereunder, subject to the
terms and conditions of this Agreement, including but not limited to the license terms in Section
5.0, except as modified below.
15.2 Source Code shall be released to Client only upon the occurrence of and only
during the duration of one of the following conditions:
15.2.1 TriTech's persistent and uncured failure to carry out or provide for the
carrying out of material warranty or Software Support obligations imposed upon it pursuant to
this Agreement or any Software Support Agreement between the parties with respect to the
TriTech Software, which failure persists for a period of 30 days after written notice from Client
to TriTech asserting such failure and the intention to demand a release of Source Code from
escrow, or
15.2.2 TriTech's failure to continue to do business in the ordinary course without
providing an alternate source of warranty or Software Support, which is directly comparable to
the warranty and/or Software Support provided herein by a ready, willing and able assignee.
15.3 The escrowed Source Code and other material released to Client hereunder shall
be subject to all of the terms and conditions of this Agreement, including without limitation the
Confidentiality provisions herein, except as specifically modified in this paragraph. Without
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limiting the generality of the foregoing, the Source Code shall, except for periods of actual use,
be kept in a secure, locked container and a secure protected computer file with access limited
only to those with a need to know for purposes of software maintenance. Any person or entity
granted access shall be required to agree in writing to comply with this paragraph. TriTech shall,
upon request, be provided with a copy of such agreement(s).
15.4 Provided that a release of Source Code is made in accordance with the terms of
the Escrow Agreement, Client is granted a license to copy and Use the Source Code for the sole
purpose of software maintenance. For purposes of these Source Code Escrow provisions, the
term "software maintenance" means correction of software errors and preparation of software
modifications and enhancements. If Client creates new and original computer code not derived
from the TriTech Software or the ideas, processes, methods of operation, technology or know-
how implemented therein, in the process of software maintenance, the intellectual property rights
(including copyright, patent and trade secret) in and to that specific new and original code shall
be owned by Client. However, if Client's enhancements or other modifications result in the
creation of a derivative work from the TriTech Software, or a work based upon the ideas,
processes, methods of operation, technology or know-how implemented therein, the intellectual
property rights (including copyright, patent and trade secret) in and to such work shall be owned
by TriTech and Client's rights to use such work shall be limited to those granted with respect to
the TriTech Software in this Agreement. No rights to distribute Source Code or derivative works
therefrom are granted hereunder.
16.0 DEFAULT AND TERl\fiNATION
16.1 TriTech may terminate this Agreement and the TriTech Software licenses granted
herein at any time if (i) Client fails to comply with any material term or condition of this
Agreement unless (a) in the case of failure to pay monies due to TriTech, Client cures such
failure within fifteen (15) days after written notice of such failure by TriTech or (b) in other
cases, Client cures such failure(s) within thirty (30) days of such notice or in the case of failures
not reasonably susceptible to cure within thirty (30) days, Client commences action to cure such
failure within such period and continues such action with due diligence until the failure is cured,
or (ii) Client's normal business operations are actually discontinued for more than thirty (30)
days by reason of insolvency, bankruptcy, receivership or business termination. Such
termination shall not affect TriTech's right to receive and retain the Contract Price and other
fees, charges and expenses earned hereunder.
16.2 Client may terminate this Agreement if (i) TriTech fails to comply with any
material term or condition of this Agreement unless (a) TriTech cures such failure within thirty
(30) days after written notice thereof from Client or (b) in the case of failures not reasonably
susceptible to cure within thirty (30) days, TriTech commences action to cure such failure within
such period and continues such action with due diligence until the failure is cured (if TriTech has
been unable to cure such failure with ninety (90) days after written notice thereof, TriTech and
Client shall negotiate in good faith an extended time period for such cure), or (ii) TriTech's
normal business operations are disrupted or discontinued for more than thirty (30) days by reason
of insolvency, bankruptcy, receivership or business termination and no successor or assignee is
Clearwater
2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 24 of 51
appointed who is ready, willing and able to assume and perform TriTech's executory obligations
under this Agreement.
16.3 Non-appropriation of Funds. In the event that Client's funding for this
Agreement is terminated or reduced, Client may terminate this Agreement upon thirty (30) days
written notice to TriTech. Such termination shall not affect TriTech's right to receive and retain
the fees, charges, and expenses earned hereunder up to the date of termination.
16.4 Upon termination, Client shall permanently remove and destroy all copies of the
TriTech Software from its computer system, media, or other locations, destroy all copies of the
TriTech Documentation and associated materials and certify to TriTech in writing that Client has
performed said actions and has not retained or permitted others to retain any such copies whether
on a computer system or Server, hard copy or CD-ROM, magnetic or other media, backup or
archival copies, or otherwise.
17.0 LIABILITY
17.1 TriTech shall indemnify, defend, save, and hold Client harmless from any and all
claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in
connection with, or incident to any loss, damage or injury to persons or property or arising from
a wrongful or negligent act, error or omission of TriTech, its employees, agents, contractors, or
any subcontractor as a result of TriTech's or any subcontractor's performance pursuant to this
contract; however, TriTech shall not be required to indemnify Client for any claims or actions
caused to the extent of the negligence or wrongful act of Client, its employees, agents, or
contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or
liability results from or is contributed to by the actions or omissions of Client, or its employees,
agents or contractors, TriTech's obligations under this provision shall be reduced to the extent of
such actions or omissions based upon the principal of comparative fault.
17.2 Notwithstanding the foregoing, the total liability of TriTech for any claim or
damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of
indemnification or under statute shall be limited to direct damages which shall not exceed (i) the
Contract Price, or (ii) in the case of bodily injury, personal injury or property damage, as a result
of failure of the TriTech Software to perform in accordance with the Specifications, for which
defense and indemnity coverage is provided by TriTech's insurance carrier, the coverage limits
of such insurance.
17.3 IN NO EVENT SHALL TRITECH OR ITS SUPPLIERS BE LIABLE
WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS,
LOST DAT A, LOST OR DAMAGED SOFTWARE, OR ANY OTHER
CONSEQUENTIAL OR INCIDENT AL DAMAGES ARISING OUT OF, OR
OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER
TRITECH HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
17.4 Nothing herein shall be construed to waive or modify the provisions of section
768.28, Florida Statutes or the doctrine of sovereign immunity.
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2006 Copyright <9 TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 25 of 5 I
18.0 INSURANCE
18.1 Beginning at the start of TriTech's performance under this Agreement and ending
when TriTech is no longer providing to Client annual Software Support for the TriTech
Software, TriTech shall maintain in force a policy of General Liability Insurance with coverage
limits of $1,000,000 per occurrence, $2,000,000 aggregate.
18.2 TriTech shall cause Client to be added as an additional insured to the above-
described policy.
19.0 COPYRIGHT & PATENT INFRINGEMENT
19.1 TriTech will at its expense defend against any claim, action or proceeding by a
third party ("Action" herein) for infringement by the TriTech Software of copyright or trade
secrets, provided that Client immediately notifies TriTech in writing of such Action and
cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in its
discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the TriTech
Software, or (iv) modify or replace the TriTech Software so that it no longer infringes (as long as
the functionality and performance described in the Specifications substantially remains following
such modification or replacement.) TriTech will reimburse Client for its reasonable expenses
incurred, excluding Client attorney's fees, or labor costs, in providing assistance to TriTech in
the defense of such action. Client may participate in the defense of such Action at its own
expense. If TriTech concludes in its sole judgment that none of the foregoing options are
commercially reasonable, and Client's use of the TriTech Software is permanently enjoined as a
result of a judgment of a court of competent jurisdiction in such Action, then TriTech will return
to Client the TriTech Software license fee(s) paid by Client under this Agreement less a prorated
portion of said fee(s) for Client's use of the TriTech Software (calculated by multiplying the
ratio of the number of months of actual Use in Live Operations to sixty (60) months times the
license fees paid) and the licenses granted in this Agreement shall terminate. In addition, in the
event such Action results in a money judgment against Client which does not arise, wholly or in
part, from the actions or omissions of Client, its officers, directors, employees, contractors,
agents, or elected officials, or a third party, TriTech will, subject to Section 17.0 herein,
indemnify Client therefrom.
19.2 Notwithstanding the above, TriTech shall have no duty under this section 19.0
with respect to, and Client shall hold TriTech harmless from and against any claim, action or
proceeding arising from or related to infringements (i) by Third Party Software, Third Party
Products or Equipment, (ii) arising out of modifications to the TriTech Software and/or TriTech
Documentation not made by or under the direction of TriTech, (iii) resulting from use of the
TriTech Software to practice any method or process which does not occur wholly within the
TriTech Software, or (iv) resulting from modifications to the TriTech Software or TriTech
Documentation prepared pursuant to Specifications or other material furnished by or on behalf of
Client. This section 19.0 states the entire obligation of TriTech regarding infringement of
intellectual property rights, and it will survive the termination of this Agreement.
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2006 Copyright @ TriTech Software Systems
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System Purchase Agreement
Page 26 of 51
20.0 SALES, USE AND PROPERTY TAX
20.1 Unless exempt from such taxes, Client shall be solely responsible for payment or
reimbursement to TriTech of all sales, use, value added or similar taxes imposed upon this
Agreement by any level of government, whether due at the time of sale or asserted later as a
result of audit of the financial records of either Client or TriTech. If exempt, Client shall provide
to TriTech written evidence of such exemption. Client shall also pay any personal property taxes
levied by government agencies based upon Client's use or possession of the items acquired or
licensed in this Agreement.
21.0 SEVERABILITY
21.1 If any term, clause, sentence, paragraph, article, subsection, section, provision,
condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it
shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect
thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section,
provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.
22.0 FORCE MAjEUREIEXCUSABLE DELAY
22.1 Neither party shall be responsible for failure to fulfill its obligations hereunder or
liable for damages resulting from delay in Delivery or performance as a result of war, acts of
terrorism, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order
or regulation, complete or partial shutdown of plant, unavailability of equipment or software
from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond
their reasonable control), the actions or omissions of the other party or its officers, directors,
employees, agents, contractors or elected officials and/or other similar occurrences beyond the
party's reasonable control ("Excusable Delay" herein). In the event of any such Excusable
Delay, Delivery or performance shall be extended for a period of time as may be reasonably
necessary to compensate for such delay.
23.0 CONSTRUCTION AND HEADINGS
23.1 The division of this Agreement into sections and the use of headings of sections
and subsections are for convenient reference only and shall not be deemed to limit, construe,
affect, modify, or alter the meaning of such sections or subsections.
24.0 WAIVER
24.1 The failure or delay of any party to enforce at any time or any period of time any
of the provisions of this Agreement shall not constitute a present or future waiver of such
provisions nor the right of either party to enforce each and every provision.
24.2 No term or provision hereof 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. Any consent by any party to, or waiver of, a breach by the other, whether
Clearwater
2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 27 of 51
expressed or implied, shall not constitute a consent to, waiver of or excuse for any other,
different or subsequent breach.
25.0 ENTIRE AGREEMENT
25.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement
between the parties hereto and a final expression of their agreements with respect to the subject
matter of this Agreement and supersedes all prior written agreements, oral agreements,
representations, understandings or negotiations with respect to the matters covered by this
Agreement.
26.0 APPLICABLE LAW
26.1 Except to the extent that this Agreement is governed by the laws of the United
States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of
the State of Florida without regard to its conflict of laws provisions. Venue and jurisdiction shall
be in the State Courts located in Pinellas County, Florida.
27.0 ASSIGNMENT
27.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned
or otherwise transferred by Client without the prior written consent of TriTech, which consent
will not be unreasonably withheld. For purposes of this Agreement, it is agreed, but not by way
of limitation, that TriTech's withholding of consent is not unreasonable if the proposed assignee
is a person, company or other entity which competes with TriTech directly or indirectly, whether
itself or through a parent, subsidiary, or entity which is owned or controlled by a competitor of
TriTech. Further, TriTech may require the proposed assignee to execute and agree to be bound
by this Agreement. TriTech may assign this Agreement to an entity ready, willing and able to
perform TriTech's executory obligations hereunder, upon the express written assumption of the
obligations hereunder by the assignee.
28.0 NOTICES
28.1 All notices required to be given under this Agreement shall be made in writing by
(i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight
delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv) by personal
delivery, to the address set forth herein, or such other address as provided in writing. Such
notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight
delivery thereof.
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2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 28 of 51
29.0 ORDER OF PRECEDENCE
29.1 The following documents shall comprise the Agreement between the parties
concerning the subject matter of this Agreement, and in the event of any dispute arising from or
related to this Agreement, shall have the following order of precedence:
A. This Agreement and all Addenda and other documents attached to or
incorporated by reference herein;
B. The applicable Client approved OSDs, IRDs and ATPs.
30.0 GENERAL TERMS
30.1 This Agreement shall be binding on and shall inure to the benefit of the heirs,
executors, administrators, successors and assigns of the parties hereto, but nothing in this
paragraph shall be construed as a consent to any assignment of this Agreement by either party
except as provided in the ASSIGNMENT section of this Agreement.
30.2 This Agreement shall not become a binding contract until signed by an authorized
officer of each party, and it is effective as of the date so signed.
30.3 This Agreement may be executed in any number of identical counterparts, and
each such counterpart shall be deemed a duplicate original thereof.
30.4 The provisions contained herein shall not be construed in favor of or against
either party because that party or its counsel drafted this Agreement, but shall be construed as if
all parties prepared this Agreement.
30.5 Whenever the singular number is used in this Agreement and when required by
the context, the same shall include the plural, and the use of any gender, be it masculine,
feminine or neuter, shall include all of the genders.
30.6 A facsimile of this Agreement, its exhibits and amendments, and notices and
documents prepared under this Agreement, generated by a facsimile machine (as well as a
photocopy thereof) shall be treated as an original.
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2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 29 of 51
30.7 EACH PARTY'S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO
THE TERMS OF THIS AGREEMENT AND NO DIFFERENT OR ADDITIONAL
TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHER
WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED
TO IN WRITING BY THE PARTIES. THIS AGREEMENT IS EFFECTIVE AS OF THE
LAST DATE OF SIGNATURE BELOW:
COUNTERSIGNED:
CITY OF CLEARWATER, FLORIDA
~r~
EI:artk v. Hibbard
Mayor
0'1 I z. I I U\9'"
Date I
BY:zi)~f).~ 4~
William B. Home II
City Manager
09 ).2J ) 2.00y
, ,
Date
Approved as to form:
~~ AUM~
Robert J. urette
Assistant Ity Attorney
1 J~ 0 ~
Date
Attest:
~ f. )J..[]o.
Cyn "a E.Goudeau
City lerk
Clearwater
2006 Copyright <9 TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 30 of 51
ADDENDUM A
SUMMARY OF CONTENTS
Addendum No. and Description
A-I Statement of Work
A-2 TriTech Software, Designated Application(s),
Number of Workstation Licenses, Installation and
Shipping Instructions
A-3 Interfaces
A-4 TriTech Services
A-5 CAD Equipment
A-6 Third Party Software
A-7 Contract Price Summary
A-8 Payment Schedule
A-9 Site Preparation and Support Connectivity Guide
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2006 Copyright @ TriTech Software Systems
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System Purchase Agreement
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ADDENDUM A-1
STATEMENT OF WORK
(To be Provided)
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2006 Copyright ~ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 32 of 51
ADDENDUM A-2
NUMBER OF TRITECH SOFTWARE LICENSES,
INST ALLA TION AND SHIPPING INSTRUCTIONS
TriTech Software - Clearwater
Dispatch System Software
1 Primary- Server Software License - Multi
15 Dispatcher/Call Taker User Software License
2 Supervisor - User Software License
1 QAlTraining- Server Software License
1 Site License for TRU, Command Van, QAltraining Site License
1 Hot Standby-Server Software License
1 VisiNet Browser Site License
1 Data Archive Server License
1 Event Playback Module
17 NCIC/FCIC Query User License
1 SOP Module
1 Quickest Path Unit Recommendation Module
1 Geofile Cross Reference
1 Snapshot Module
1 Protocol Caller Instruction Module
1 Alertline
1 GISLink Utility License
Total TriTech Dispatch Software - Clearwater
1 VisiNet Mobile Server
1 VisiNet Mobile Mapping Server
1 VisiNet Mobile to CAD Interface
210 VisiNet Mobile Base Client License (with NCIC forms)
210 VisiNet Mobile AVL License with mapping
1 Message Switch / NCIC Interface License (Included in CAD Pricing)
Total TriTech Mobile Software - Clearwater
Clearwater
2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
s
356.500
s
228.000
System Purchase Agreement
Page 33 of 51
ADDENDUM A-2 (continued)
INST ALLA TION A T DESIGNATED LOCATION AND SHIPPING INSTRUCTIONS
Clearwater - Deliver To:
City of Clearwater
Attn: Deputy Chief Baird
645 Pierce St.
Clearwater, FL 33756
Clearwater
2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws ofthe United States
System Purchase Agreement
Page 34 of 51
ADDENDUM A-3
INTERFACES
Interfaces - Clearwater
7
ANIIALllnterface License
Master Timing Source Interface (Services fee only)
NCIC/FCIC Interface
Connection Fee (NCIC/FCIC, RMS, PCO Computer, DAVID,
Coplink, MNI, PCJIS, PCSO Booking)
One way RMS standard incident transfer license
CAD2CAD/CAD2A VL Interface
Interface Manager License
Total Interfaces - Clearwater
1
1
1
Clearwater
2006 Copyright <Q TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
s
166.500
System Purchase Agreement
Page 35 of 51
ADDENDUM A-4
TRITECH SERVICES AND MISCELLANEOUS
Clearwater
Mapping Services
GIS Consulting
Map Conversion
Response Area Import Service, > 200 Response Areas
Total Mapping Conversion Services - Clearwater
Project Services
System Configuration
Project Management
Code File Building and DOLF
Systems Orientation
Business Analyst Services
NetClock Configuration
Escrow Fee
Travel (Not to Exceed)
Shipping
Total TriTech CAD Project Services - Clearwater
Clearwater
2006 Copyright (Q TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
s
15.400
s
232.730
System Purchase Agreement
Page 36 of 51
ADDENDUM A-4 (continued)
Project Services
1 Mobile System Configuration & Testing
1 GIS Conversion
1 Project Services
1 System Administration Training
2 Train-the-Trainer Training (Includes VisiNet Browser)
Total TriTech Mobile Project Services - Clearwater
Training
5 User Training Course
1 Train the Trainer
1 API Training Class
1 System Administration Training Course
1 GISLink Utility Training Class
Total CAD Training Services - Clearwater
Clearwater
2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
s
48 700
s
47.600
System Purchase Agreement
Page370f51
Clearwater
ftServer 5700 Dual Core, Dual Processor
Maintenance
ADDENDUM A-5
EQUIPMENT
Total Primary CAD Server Hardware $
Clearwater
2006 Copyright ~ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
47,650
9,333
56,983
System Purchase Agreement
Page 38 of 51
ADDENDUM A-6
THIRD P ARTY SOFTWARE AND SPECIAL PRODUCTS PROVIDED BY TRITECH
Clearwater
Third Party Software
2
18
1
18
Replistor
Point in Polygon ESRI client
ArcGIS Runtime Engine
ESRI NetEngine Deployment
Total Third Party Software - Clearwater
s
16,794
810
500
1 ,440
19.544
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2006 Copyright <<:> TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 39 of 51
ADDENDUM A-7
CONTRACT PRICE SUMMARyl
Clearwater
System Summary
VisiCAD
VisiNet Mobile
CAD Stratus ft5700 Server
$
$
$
Total System $
839,774
276,700
56,983
1,171,956
TriTech Preferred Discount
$
(277,235)
Net System Cost - Clearwater
s
894.721
Support fees will be invoiced under the Software Support Agreement
I Shipping costs, travel costs and any applicable sales, use value added or similar taxes shall be paid by Client.
Unless such costs or taxes are listed as a line item herein, they shall be invoiced separately, payable on receipt
of the invoice therefor.
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2006 Copyright ~ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 40 of 51
ADDENDUM A-8
PAYMENT TERMS
Clearwater
VisiCAD Milestone Line Items
Sofware and Services
Hardware
Third Party Software
$ 614,488
$ 56,983
$ 19,544
Milestone Payments
Contract Signing
15% Software and Services $ 92,173
SOW and Project Plan
15% Software and Services $ 92,173
Completion of DOLF
15% Software and Services $ 92,173
Completion of User Training
15% Software and Services $ 92,173
System Installation
15% Software and Services $ 92,173
Go Live
15% Software and Services $ 92,173
Final Acceptance of Overall System
10% Software and Services $ 61,449
Hardware
Paid as shipped $ 56,983
Third Party Software
Paid as shipped $ 19,544
Total VisiCAD Payments $ 691,015
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2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 41 of 51
ADDENDUM A-8 (continued)
VisiNet Mobile Line Items
Software and Services
$ 203,706
Milestone Payments
Contract Signing
15% Software and Services $ 30,556
SOW and Project Plan
15% Software and Services $ 30,556
Completion of DOLF
15% Software and Services $ 30,556
Completion of User Training
15% Software and Services $ 30,556
System Installation
15% Software and Services $ 30,556
Go Live
15% Software and Services $ 30,556
Final Acceptance of Overall System
10% Software and Services $ 20,371
Total VisiNet Mobile Payments $ 203,706
Grand Total $ 894,721
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2006 Copyright IQ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 42 of 51
ADDENDUM A-9
SITE PREPARATION AND SUPPORT CONNECTIVITY GUIDE
(To be Provided)
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2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 43 of 51
ADDENDUM B
SOFTWARE SUPPORT DURING THE WARRANTY PERIOD
1. SERVICES PROVIDED
During the Warranty Period, TriTech shall provide Telephone Support, Software Error
Corrections and Updates for the TriTech Software as described below:
(a) Telephone Support
TriTech will provide Telephone Support service twenty-four (24) hours a day, seven (7) days a
week, as more fully described in Section 2, below. Client will ensure that only personnel
properly trained in the operation and usage of the TriTech Software will utilize the Telephone
Support service.
(b) Software Error Correction
(1) If, during the Warranty Period Client determines that Software Error(s) exist, Client shall
immediately notify TriTech pursuant to the guidelines and procedures described in Section 2,
below, setting forth the defects noted with specificity requested by TriTech. Upon notification of
a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so
verified, will correct the Software Error(s) in accordance with Section 3, below. Notwithstanding
the foregoing, TriTech may, at its discretion, reasonably applied, correct Low Priority Software
Errors (as that term is described in Section 3), in a future Update to the TriTech Software. If
TriTech is unable to reproduce the Software Error and it is necessary to travel to Client's site to
reproduce it, Client shall pay TriTech's travel expenses incident to the on-site visit. If the
reported problem is determined to have been caused by Equipment, Third Party Software or a
Third Party Product, or is otherwise not attributable to the TriTech Software, Client shall, in
addition, pay TriTech's labor related to the on-site visit at its then current hourly rates for
technical support and engineering.
(2) If TriTech determines that the reported error was not a TriTech Software Error but was
instead caused by Equipment, Third Party Software or Third Party Products, TriTech shall
perform Help Desk functions by assisting Client in its recourse to the manufacturer thereof under
the applicable warranties.
(c) Updates
From time to time at TriTech's discretion, Updates to the TriTech Software and Release Notes
documenting the Updates will be developed and provided to Client. All Updates and their
accompanying Release Notes shall be subject to the terms and conditions of this Agreement and
shall be deemed licensed TriTech Software hereunder. (As provided in the DEFINITIONS
section herein, the term "Update" does not include new versions or separate modules or functions
that are separately licensed and priced.)
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Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
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2. SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES
(a) All Software Errors reported by Client employees shall be resolved as set forth below. Initial
response by TriTech will be based upon the priority assigned by Client's supervisor of the CAD.
Resolution response will be based upon the priority jointly agreed on by TriTech and Client.
Client will specify a central contact person at each CAD site and a Client CAD coordinator who
will be the focal point for all CAD activity.
(b) If Client determines a Software Error exists, Client shall immediately notify TriTech by
telephone, followed by an error report in writing, setting forth the defects noted with specificity
requested by TriTech. The written report must be faxed to TriTech at (858) 799-7013.
Telephone notification will be made to TriTech's VisiCAD support line at 1 (800) VisiCAD, 1
(888) VisiCAD, or (858) 799-7050.
(c) "Normal Technical Services Hours" are 5:30a.m. through 5:30p.m. (PT/PST), Monday
through Friday, excluding holidays. "Normal TriTech Office Hours" are 8:30a.m. through
5:30p.m. (PT/PST), Monday through Friday, excluding holidays.
(d) The main support line will be answered by an automated attendant at all hours. The Client
can either remain on the line or press 1 to transfer to the Technical Services Department. If a
Technical Services representative is available, the call will be answered and handled
immediately. If all representatives are busy, the Client will be given the option to leave a
message or press 0 (zero) in the case of a Critical Priority Problem, as described below. In the
case of Critical Priority Problems (as described below) the Client shall press zero. All other
problem reports will operate on a call-back basis after leaving a message in the support voice
mailbox.
(e) During Normal TriTech Office Hours, pressing zero will transfer the caller to the receptionist
who will assist the Client. The receptionist will use these procedures to handle the call
appropriately, including finding a Technical Services representative or other personnel to assist
the Client.
(f) After Normal TriTech Office Hours, pressing zero will transfer the caller to our emergency
answering service. When connected to the service, the Client shall provide the operator with his
or her name, organization name, call-back number where the Technical Services representative
may reach the calling party, and a brief description of the problem (including, if applicable,
information that causes the issue to be a Critical Priority Problem).
(g) During Normal Technical Services Hours, each Software Error report will be assigned an
issue number. This number should be used for all subsequent inquiries relating to the original
Software Error report. Problems reported after Normal Technical Services Hours will be logged
and assigned an issue number the next business day.
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2006 Copyright @ TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
System Purchase Agreement
Page 45 of 51
(h) Client shall provide TriTech with a high speed data connection (as more fully defined in the
Site Preparation and Support Connectivity Guide), a separate data quality telephone modem line
and a dedicated voice line (in each case as specified by TriTech) to each physical area in which a
Server or interface equipment is located to enable TriTech to access, diagnose, update or install a
workaround to the system. Client shall additionally provide a voice telephone line located near
such areas to allow simultaneous voice and data access.
(i) If the problem is not a Critical Priority Problem, TriTech will operate on a call-back basis. If
requested or specified in the response time criteria below, a TriTech representative will return
the call in a manner consistent with the priority and order in which the call was received. Client
will make every effort to respond to TriTech in a timely fashion when requests are made for
follow-up calls or additional documentation on the reported problem.
3. PRIORITIES AND SUPPORT RESPONSE
(1) Critical Priority
Hours of Availability:
24 hours a day, 7 days a week, 365 days a year.
Description:
A critical software error, which severely impacts the ability of
Client to dispatch emergency vehicles. These Errors include:
. Software Server software lockup
. Data corruption caused by TriTech Software
. TriTech Software is inoperable due to one of the following
conditions:
o Inability to enter new requests for service
o Inability to assign a call to a unit
o Inability to change status
o Inability to dispose of a call
o Inability of Client to receive Dispatch Incident
Information
Initial Response:
TriTech will respond with a call back within an average of thirty
(30) minutes during Normal Technical Services Hours, and after
Normal Technical Services Hours, TriTech will respond with a call
back within an average of two (2) hours. An event of Force
Majeure, or other delays beyond TriTech's reasonable control,
including, but not limited to interruption of telephone or cellular
telephone service, or paging services caused by the respective
carrier's technical difficulties, shall not constitute a failure of
TriTech to respond within the time limits for Critical Priority
issues, and shall not constitute a Default under this Agreement.
Resolution Response:
TriTech will work continuously to provide Client with a
workaround solution or to completely resolve the problem.
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Notification:
It is the responsibility of Client to notify TriTech of a Critical
Priority issue. TriTech will update the Client CAD contact of
progress frequently during problem resolution and provide a final
report of the status of the system once the workaround has been
provided or the problem has been resolved.
(2) Hie:h Priority
Hours of Availability:
24 hours a day, 7 days a week, 365 days a year.
Description:
A non-critical Software Error which does not prevent the
dispatching of emergency vehicles, but which does prevent the
User from performing a common-call taking, dispatching, or
system administrative function, or performing valid Status
Changes. These issues would not have a reasonable workaround.
These do not include cosmetic, documentation, reporting, or
similar problems. These also do not include questions or inquiries
regarding the operation of the software or its installation and
training.
Initial Response:
TriTech will respond with a call back within an average of one (1)
hour during normal Business Hours, and after Normal Business
Hours, TriTech will respond with a call back within an average of
two (2) hours. An event of Force Majeure, or other delays beyond
TriTech's reasonable control, including, but not limited to
interruption of telephone or cellular telephone service, or paging
services caused by the respective carrier's technical difficulties,
shall not constitute a failure of TriTech to respond within the time
limits for High Priority issues, and shall not constitute a Default
under this Agreement.
Resolution Response:
TriTech will provide a workaround for Client when possible within
an average of twenty-four (24) hours. (Providing a workaround
would usually result in lowering the priority of the problem.)
Unless a reasonable workaround is promptly provided, TriTech
will work diligently to resolve the problem as soon as reasonably
feasible. If a reasonable workaround is available, TriTech will
provide a problem resolution in the form of an Upgrade or
modification to the Software in a future update.
Notification:
It is the responsibility of Client to notify TriTech of a High Priority
issue. TriTech will notify the local Client CAD supervisor when a
workaround has been provided or the problem has been resolved.
TriTech will provide Client a monthly list of outstanding and
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resolved issues showing all problems reported during the period or
unresolved as of the date of the report.
(3) Medium Priority
Hours of Availability:
Normal Technical Services Hours
Description:
A Software Error which is not Critical, and would be a high
priority, except that there is a reasonable workaround. These
include but are not limited to:
. Reporting errors or calculation problems
. Questions or inquiries relating to TriTech Software
functionality, system administration, or installation
Initial Response:
TriTech will respond within an average of twenty-four (24) hours
during Normal Technical Services Hours, or on the next business
day.
Resolution Response:
TriTech will correct Medium Priority errors in upcoming releases.
Notification:
It is the responsibility of Client to notify TriTech of a Medium
Priority issue. TriTech will notify the local Client CAD supervisor
when a workaround has been provided or the problem has been
resolved. TriTech will provide Client a monthly list of outstanding
issues and resolutions showing all problems reported during the
period or unresolved as of the date of the report.
(4) Low Priority
Hours of Availability:
Normal Technical Services Hours
Description:
All other software or documentation errors not described above.
These include but are not limited to:
. Documentation inaccuracies
. Cosmetic issues
. Misspellings
Initial Response:
TriTech will not respond to these items unless specifically
requested to do so at the time of the request. If a reply is
requested, TriTech will respond within an average of twenty-four
(24) hours during Normal Technical Services Hours, or on the next
business day.
Resolution Response:
TriTech will correct Low Priority Problems in upcoming releases
of the software or documentation.
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Notification:
It is the responsibility of Client to notify TriTech of a Low Priority
issue. TriTech will notify the local Client CAD supervisor when a
workaround has been provided or the problem has been resolved.
TriTech will provide Client a monthly list of outstanding issues
and resolutions showing all problems reported during the period or
unresolved as of the date of the report.
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Unpublished: Rights reserved under the copyright laws ofthe United States
System Purchase Agreement
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ADDENDUM C
HARDWARE AND SOFTWARE MAINTENANCE AND
SUPPORT AGREEMENT FOR STRATUS FTSERVER
(To be Provided)
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ADDENDUM D
MASTER SOURCE CODE ESCROW AGREEMENT
(To be Provided)
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