CCR2007056.
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AMENDED
COMMON COUNCIL - CITY OF MUSKEGO
RESOLUTION #056-2007
RESOLUTION TO REPLACE RESOLUTION #034-2007
PURCHASE OF PHOENIX SOFTWARE AND RELATED COMPONENTS
FOR MUSKEGO POLICE DEPARTMENT
WHEREAS, The City's 5-Year Capital Plan includes funding for the 2008 purchase of
new software for the Muskego Police Department; and
WHEREAS, The vendor has offered a substantial discount if the software is purchased in 2007; and
WHEREAS, The Finance Committee has reviewed the proposal submitted by Key
Power International, Inc. (KPI) and has recommended approval.
WHEREAS, The Finance Committee has reviewed the following Purchase Orders for
the purchase of the Phoenix software, installation and necessary components and has
recommended approval:
Purchase Vendor Item Cost
Order
No.
17913 Key Power International, Inc. Phoenix Software, Licensing $162,950
and Implementation
17913 Key Power International, Inc. Estimated Travel Expenses 2,000
for Trainina
17913 Key Power International, Inc. Bookina Camera 1,299 17915 Provantage Corporation GPS Devices 528
17919 Hewlett Packard Servers 17,903 17911 U.S. Cellular Laptop Data Cards 5,760 17910 A. T. & T. 911 Address Database 770
17909 Software One Microsoft SQL Server 5,220 17917 Heartland Business Systems High Availability and Disaster 24,971.00
Recoverv
Total $221,401.00
WHEREAS, The $221,401 represents the cost for the initial purchase and installation.
NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of
Muskego, upon the recommendation of the Finance Committee, hereby approves the
above purchase in the amount of $221,401.
BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to sign the necessary documents including the software acquisition and license agreement and software support agreement with Key Power International, Inc. in the name of the City.
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Reso. #056-2007
DATED THIS 13TH DAY OF MARCH ,2007.
SPONSORED BY:
Page 2
FINANCE COMMITTEE
Ald. Nancy Salentine
Ald. Eileen Madden
Ald. Neil Borgman
This is to certify that this is a true and accurate copy of Resolution #056-2007 which
was adopted by the Common Council of the City of MUS:Î90. \
, Ijr -Treasurer 3/07jmb
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. SOFTINARE SUPPORT AGREEMENT
This Software Support Agreement ("Support Agreemenf) is entered into this 1..i. day of K1.-hh
2007, by and between Key Power International, Inc, a New Jersey corporation, with its principal
place of business at 302 Harper Dr, Suite 204, Moorestown, NJ 08057 ("Key Power") and
C ~ r,:/,L;r r1 ,A ~ t:;" J i') / a Municipal Corpo.ration,. wit~ its principal place of business located at
IH~ / ,:.;ç tCt, l': 1, ,;]? l,~1"
, WIsconsin ( Customer").
~~~~~s,'~:~y~~~~; and Customer have entered into a Software Acquisition and License
Agreement, which sets forth the terms and conditions under which Customer is acquiring and
licensing the Key Power Software;
WHEREAS, Customer desires to obtain the Support Services described herein in connection
with its use of the Key Power Software, and
WHEREAS, Key Power desires to provide those Support Services;
NOW, THEREFORE, in consideration of the covenants set forth herein, the Parties agree as
follows:
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DEFINITIONS. As used in this Agreement, the following terms shall have the following
meanings:
"Documentation" shall mean the written or electronic materials provided with Products by Key
Power.
"Product" shall mean the components of the Key Power Software as described in the Proposal
attached hereto, including without limitation all software and Documentation components
thereof.
"Term" shall have the meaning set forth in Section 2 below.
"Designated Representatives" shall mean the Customer's employees who are trained and
. continue to keep updated with the ongoing product details in Key Power's Software and capable
of providing first line support to their users.
All other terms used herein shall be as defined in the Software Acquisition and License
Agreement
1. Support Services. All Support Services shall be provided as set forth in this Support
Agreement. All terms and conditions of the Software Acquisition and License Agreement.
including without limitation, all indemnification, warranty and limitation of liability terms thereof,
are incorporated herein by reference.
2 Term and Price. Support Services are included in the Purchase Price for the first year unless
otherwise specifically specified. Following the first year, Support Services will be provided for
consecutive terms of one-year until terminated by Customer as set forth in the Software
Acquisition and License Agreement. Absent such termination. Support Services shall continue
to be provided by Key Power at the then-existing hourly rate. Key Power shall have the right to .
. increase the rate charged for Support Services by an amount not to exceed thirteen percent (13%) of the total amount charged to Customer during the previous year. In the event that
Customer terminates its Support Services, or they are terminated by Key Power, and Customer
thereafter wishes to reinstate those Support Services (and Key Power agrees to such
reinstatement), in addition to the then-existing rate for Support Services, Key Power may require
the Customer to pay a Reinstatement Fee equal to thirty five percent (35%) of such then-existing
rate. All amounts due for Support Services, including any Reinstatement Fees, are due in
advance, in full, and prior to the provision of any such services.
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3. Customer's Responsibilities. Customer will be responsible for the following:
(i) Installing the Software as well as any updates to the Software, unless Customer has retained
Key Power to complete the installation where. Customer installs any software or performs any
installation activities, it must confirm the compatibility of such software prior to installation;
(ii) Keeping its hardware and network in proper working order and running the latest releases of
all Third Party Software and other operating software.
(iii) Maintaining trained designated representatives with a working knowledge of Customer's
programs and system hardware;
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(iv) Promptly notifying Key Power of suspected defects or malfunctions, hereinafter "Errors" or
need for service, and upon request, providing to Key Power written documentation with respect
to any such Errors; and. In order to maintain its right to obtain Support Services, including
remote troubleshooting and other diagnostic and repair functions, Customer must provide Key
Power with access (via the secured Internet) to servers running the Key Power Software
whenever necessary to troubleshoot or fix a speCific problem that has arisen and for which
assistance has been requested pursuant to this support agreement. Customer will communicate
with Key Power with respect to the Support Services only through its Designated Representative
or persons approved by the Designated Representative that have been notified to Key Power.
4. Services Provided. Key Power will provide Support Services as set forth in this Agreement.
All Support Services shall be provided on a remote basis unless specific arrangements are
made for on-site support as described in Section 5. (iv). herein below. Customer's right and
ability to receive Support Services is based on Key Power's ability to access the Key Power
Software and the servers on which it runs, via a secure Internet connection. All terms and
conditions of the Software Acquisition and License Agreement, including without limitation, all
indemnification, warranty and limitation of liability terms thereof, are incorporated herein by
reference.
(i) Telephone Support. Telephone assistance for the Key Power Software .will be available
Monday through Friday (except company holidays as identified on the Key Power support
website) between the hours of 8:00 a.m. and 5:00 p.m., Eastern Time. Requests for support
outside normal support hours may be made by leaving a voicemail on the Key Power support
number, or by sending an email, fax or Web request to Key Power. Key Power will use
commercially reasonable efforts to respond to requests for Support Services outside of normal
hours within eight (8) hours of its actual receipt and acknowledgement of such voice, email, fax .
. or Web request. After hour support is provided for no additional cost and support call back in
response to critical systems errors resulting in a system 'down' will be within 2 hours.
(ii) Error Corrections. Key Power will use commercially reasonable efforts to correct any defects
or malfunctions, hereinafter "Errors", in the Key Power Software, replace the Key Power
Software with functionally equivalent software, or provide a work-around or patch for the portion
of the Key Power Software containing the Errors, hereinafter "Error Corrections". Error
Corrections will be made in the manner provided for in 3(i) above Error Corrections will be
deemed part of the Key Power Software licensed under Software Acquisition and License
Agreement, and shall be provided subject to the terms and conditions contained in such
Software Acquisition and License Agreement.
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(iii) Updates. From time to time during the term of the Support Services, Key Power may provide
Customer with enhancements to or fixes of the existing version of the Key Power Software and
related Documentation hereinafter "Updates", which are released by Key Power as part of Key
Power's support program. Any such Updates will be provided at no additional charge to
Customers who are then-receiving Support Services and are not in default hereunder or under
the Software Acquisition and License Agreement. All Updates will be deemed part of the Key
Power Software licensed under the Software Acquisition and License Agreement, and shall be
provided subject to the terms and conditions contained in such Software Acquisition and License
Agreement. Nothing herein shall be construed as requiring Key Power to provide enhancements
or versions or updates that are generally not available to other clients of Key Power.
(iv) Online SuPPOrt Options. Online support options are available on a 24 hours-a-day, 7 days-a-
week basis through the Internet at http://support.kev2power.com. The information available at
this website will, at Key Power's option, include, timesaving technical tips, online support, a
download library of Updates, and Documentation associated with the Key Power Software. Key
Power will also post its latest technical notes on this website.
5. Limitations. Support Services shall not apply to the following:
(i) New Kev Power Software. Any Product, which is designated by Key Power as a new Product,
will not be included in Support Services. Where Key Power makes a new Product available,
Customer may obtain such Product from Key Power pursuant to its regular purchasing practices.
.Upon purchasing the new Product, a Customer already obtaining Support Services may extend
those Support Services to the new Product by paying the then-current fees for such Support
Services. All additional Support Services will be provided pursuant to the terms hereof.
(ii) Obsolete Kev Power Software. A version of a Key Power Software will be deemed obsolete
~~ one hundred eighty (100) days following receipt by Customer of a new update superseding the
prior version of the Key Power Software. Key Power will not support obsolete versions of the
Key Power Software provided, however, that if installation of the new version requires Customer
to pay a new purchase price. Customer may choose not to purchase the new version and shall
receive support through the end of the current support agreement period. In no event, however,
. shall Key Power be required to support an obsolete version of the Key Power Software for more
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than eighteen (18) months from the date of release of an Update superseding the prior version
of the Key Power Software.
(iii) Misuse. Key Power will not provide Support Services with respect to problems with the Key
Power Software or other Product which results from any negligent conduct or misuse by the
Customer, its employees or agents, or any other third Party, including without limitation, damage
caused by accidents, relocation or other movement, neglect, a failure to maintain proper
environmental conditions, or failure to use the Key Power Software in accordance with the
applicable Documentation. In addition to the specific examples identified above "misuse" shall
also include any use of the product in contravention of the requirements of the Software
Acquisition and License Agreement.
(iv) On Site Support. All Support Services will be provided remotely via an online connection.
Support Services, including all diagnostic and remedial assistance at Customer's facilities or
other remote locations is not included within the Support Services provided hereunder. Such
diagnostic and remedial assistance at Customer's facilities or other remote locations may be
obtained by Customer by purchasing separate consulting services from Key Power at Key
Power's then-existing rates, plus expenses.
(v) Network. The Customer shall take full responsibility for all maintenance and support of any
network linked to the CPU containing the Software.
(vi) RePOrtina. The Customer shall keep an accurate event log for any support requests not
submitted via Key Power's CRM electronic supporting system showing every incident of trouble,
every action taken by Customer's personnel with respect to each such incident, as well as every
report of trouble by Customer to Key Power, including time of fix and/or resolution. Upon request
by Key Power, the Customer shall provide a report to Key Power relating to the foregoing. Key
Power shall keep and accurate event log in the CRM electronic supporting system showing
every CRM reported incident of trouble, every action taken by Key Power personnel with respect
to each such incident, as well every report of trouble by customer to Key Power's CRM,
including time and resolution. The Customer may at any time a current and valid support
agreement exists access and view the CRM for complete information relating to the foregoing.
(vii) No Expansion of Support Services. No action by Key Power in the performance of Support
Services shall be deemed to expand the scope of Support Services as defined herein.
(viii) Exclusions. Support Services shall not include (a) support of accessories, alterations, and
attachments, other devices or peripheral equipment including cabling not furnished by Key
Power, and (b) electricål work external to the Software in this Support Agreement.
6. Disputes; Good Faith Neaotiation. Subject to the excluded events of default set forth in this
paragraph, it is the expressed desire of both Parties that a good faith effort be made to resolve
all disputes prior to the resort to judicial proceedings. Accordingly, it is agreed that any dispute
arising out of the terms of this Agreement shall be made in writing, describing each dispute in
detail and include documentation suffICient to evidence the nature of the dispute. The writing
shall be delivered to the other Party at the address set forth in the Notices provision hereof. The
Party receiving the dispute shall respond in writing within thirty (30) days and shall provide
documentation supporting its response. Following such delivery and response, the Parties shall
engage in direct, good faith negotiations for the following thirty (30) days in an effort to resolve
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all disputes. Time periods described in this paragraph may be shortened upon written
agreement of the Parties. If the parties are unable to reach an agreement, and in the absence of
a written agreement to extend the negotiation period, either Party may seek judicial relief as
provided herein. The existence of a dispute shall, however, not be cause for either Party to avoid
any obligation under the Software Acquisition and License Agreement or any associated
Agreement, including without limitation, any payment or support obligation. If necessary to
comply with an applicable Statutory limitation, the dispute resolution process described herein
may be conducted after litigation is commenced.
7. Events of Default. The following acts of commission or omission shall constitute an event of
default hereunder and shall allow the non-defaulting Party to terminate this Support Agreement,
where the default is not cured within ten (10) business days of written notice following
completion of required Dispute Resolution as described in paragraph 6, above.
7.1. any breach of the Software Acquisition and License Agreement;
7.2. any unlawful, unauthorized or fraudulent use of the Key Power Software or the Third Party
Software;
7.3. any failure by Customer to make payment in full under this Support Agreement or under the
Software Acquisition Agreement when due; or
7.4 a breach of any other term hereof.
This Agreement shall terminate automatically upon the termination of the License. Customer
shall not be entitled to any refund or reimbursement for amounts paid for Support Services in the
event of such termination.
8. Indemnification by Customers. Provided that Customer is given prompt written notice of such
claim and is given reasonable assistance and sole authority to defend or settle the claim,
Customer shall indemnify, defend and hold Key Power harmless from and against all claims by
any third Party for damages or other relief of any kind, whether at law or in equity, and
regardless of the forum brought, and arising from an act or omission 0.1 the Customer in a
manner that differs from uses for which the system was designed or intended regarding the
provisions of this Support Agreement.
9. Disclaimer of Warranties. KEY POWER HEREBY DISCLAIMS ALL WARRANTIES AND
CONDITIONS WITH RESPECT TO THE KEY POWER SOFTWARE, AND ALL SUPPORT
SERVICES PROVIDED IN ASSOCIATION THEREWITH, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR
CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A
PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-
INFRINGEMENT OF THIRD PARTY RIGHTS EXCEPT AS DESCRIBED IN SECTION 9.1,
BELOW..
9.1 Warranties. Upon installation and operation of the software, Key Power warrants that the
Key Power Software will perform as specified in its user manuals (manuals will be provided
electronically once contract is in force) based upon the specifications of the then-current release
of the Key Power Software, and that it possesses the necessary intellectual property rights to
license the Key Power Software to the Licensee. This warranty shall immediately become null
. and void in its entirety in the event that Licensee fails to maintain or to use the Key Power
Software in accordance with the applicable terms of use, or to notify Key Power promptly in the
event of any trouble or suspected trouble provided that formal notice procedures are not
required as to matters of which Key Power has received actual notice.
10. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL /
KEY POWER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS
INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF
OR RELATED TO LICENSEE'S USE OR INABILITY TO USE THE KEY POWER SOFTWARE
AND THE SUPPORT SERVICES PROVIDED ASSOCIATION THEREWITH, HOWEVER
CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR
OTHERWISE) AND EVEN IF KEY POWER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. In no event shall Key Power's total liability to Licensee for all damages (other
than as may be required by applicable law in cases involving personal injury) exceed one and
one half the amount actually paid by Licensee to Key Power for Support Services. The foregoing
limitations shall apply even if the above stated remedy fails of its essential purpose.
11. No Partnership or AQencv Relationship. The relationship between Key Power and Customer
shall not be that of partners or agents of one another, and nothing contained in this Agreement
shall be deemed to constitute a partnership or agency agreement between them. Neither Party
shall have the authority to assume or create any obligation on behalf of, in the name of, or
. binding upon the other Party.
12. No Third Party Beneficiary. The provisions of this Agreement are for the benefit only of the
Parties hereto, and it is not the intention nor shall any third Party be allowed to enforce or benefit
from any of the provisions hereof. Licensee's management of contracted Fire Department
operations is not considered to be a third-party benefit.
13. Successors and AssiQns. This Support Agreement shall be binding upon and inure to the
benefrt of each Party's successors and permitted Assignees. This Support Agreement and the
License granted herein shall not be assigned or transferred by either party without the prior
written consent of the other party.
14. Force Maieure. No failure or omission by either party to carry out or observe any of the
Terms and Conditions of this Support Agreement shall giye rise to any. claim against the other
party or be deemed to be a breach of this Support Agreement if such failure to omission arises,
without limitation, due to act of God, insurrection or civil disorder, war or military operations,
national or local emergency, acts or omissions of any government authority or third party,
industrial disputes, fire, lightning, explosion, inclement weather, or other causes beyond the
control of either party.
15. GoverninQ Law: Jurisdiction. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Wisconsin without reference to conflicts of law
principles and shall be enforced exclusively in the courts of the Waukesha County, Wisconsin. .
. 16. Amendment. This Agreement, together with all attachments and exhibits, may be amended,
modified or amplified only by written agreement signed by authorized representatives of both
Parties.
17. Headinas. The titles in the headings of paragraphs are intended for organization and
convenience only and do not apply in the interpretation of any of the Agreement terms.
18. Rule of Construction. The Parties acknowledge that they have both participated fully in the
drafting of this Support Agreement. Accordingly, no rule of construction requiring interpretation
against a drafting Party shall apply in the interpretation of this Support Agreement.
19. Severability. If any term or provision of this Agreement is determined to be illegal,
unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid
provisions or parte s) thereof shall be stricken from this Support Agreement and such provision
shall not affect the legality, enforceability, or validity of the remainder of this Support Agreement.
If any provision or part thereof of this Support Agreement is stricken in accordance hereof, then
the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and
valid provision that is as similar in tenor to the stricken proviSion as is legally possible.
20. Notices. Except as otherwise provided in this Agreement all notices required or permitted
hereunder shall be in writing and shall be deemed given upon delivery if dispatched by (i)
registered or certified mail, postage pre-paid, return receipt requested (ii) by overnight courier or
by hand delivery, or (iii) by first class mail, facsimile, or other means of communication if receipt
. is acknowledged in writing by the other Party. Notices shall be addressed as follows:
Key Power:
Sam Ramasamy
President
Key Power International Inc.
302 Harper Dr
Suite 204
. Moorestown, NJ 08057
Phone: 609-953-6850
Fax: 609-953-5311
Customer:
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E-mail actually received by the intended party shall also constitute notice to that party upon
receipt.
21. Bindina Effect. This Agreement shall be binding upon the parties, their affiliates,
subsidiaries, successors and assigns.
22. No Waiver. Failure to enforce any provision of the Agreement by either Party shall not
constitute a waiver of that Party's right to enforce that section, paragraph or portion of this
Agreement.
. 23. Responsibility for Costs. Except as otherwise provided in this Agreement, each Party shall
pay all of its own fees and expenses incurred or to be incurred in negotiating this Agreement, in
. closing and carrying out the transactions contemplated by this Agreement, and in any litigation
between the parties related to the enforcement of terms of this Agreement.
24. Representation of Authority. Each Party represents and warrants to the other that the
execution and delivery of this Agreement and the performance of such Party's obligations
hereunder have been duly authorized and that the Support Agreement is a valid and legal
agreement binding on such Parties and enforceable in accordance with its terms and that all
approvals required to perfect such authority have been received
25. Counterparts. This Agreement shall be executed in two (2) or more counterparts, including
facsimile counterparts, each of which shall be deemed an original.
26. Entire Support Agreement. This Agreement, along with the Software Acquisition and License
Agreement and its attached proposal, as well as any other documents acknowledged by the
Parties, in writing, to be applicable, contains the entire understanding of the parties with respect
to the provision of support services and supersedes all previous verbal and written agreements,
representations or warranties of any kind made by or between the parties. If any conflict
between these documents becomes apparent, the Software Acquisition and License Agreement
shall be deemed to be the controlling document.
IN WITNESS WHEREOF, the parties intending to be legally bound hereby have entered into this
Agreement as of the latest of the dates written below.
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KEY POWER INTERNATIONAL, INC.
By:_Sam Ramasamy
Title:_President
Date:
CITY OF MUSKEGO
Mayor
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. Date: ,? /14/ 0 ì ,200_0
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K;;ì) Key Power International, Inc
Dear IS Director Joe Sommers,
Key Power International, Inc. is committed to providing our customers innovative solutions
using today's most current technology All our products are written using Microsoft's .NET
framework giving your agency ultimate flexibility in deployment and system management. Our
dedicated staff at KPI is committed to your success.
I am pleased to submit this proposal for Phoenix Public Safety Software Solution and its related
products and services. This proposal contains both summary and detailed pricing, terms,
conditions and acceptance criteria.
Total Solution Cost:
Cost $202,944.00
$38,695.00 Discount
Final Proposal Amount , $164,249.001
Annual Support ~nd Maintenance
__~""'__la__"'_~_
$22,761.75
Thank you for your consideration.
Sincerely,
Key Power International, Inc
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~Kr:>>Ì) Key Power International, Inc
220 Route 70, Suite C
Medford, NJ 08055
Phone: 609-953-6850
Fax: 609-953-5311
Web: www.key2power.com
Public Safety and Security Software Solutions Provider
Proposal For: Phoenix CAD, WDA & Police RMS
Proposal. 06-000010
Date: 12121/2006
Válid Until: 02/15/2007
Prepared for:
City of Muskego
Attention: IS Director Joe Sommers
W182S8200 Racine Av
Muskego, WI 53150
Phone# 262-679-4150
Submitted By:
Sam Ramasamy
Key Power International, Ine
Phon # 609-953-6850 x225
E-Mail: sam@key2power.com
~._",,'~A~re""il'~'ry~.!:í,>l('jO~!r_~~'h~~<:,:"'~,:':i>;:"~-'" ~ ';"'\":p':
Acceptance:
By: Key Power International, Jne
.-"":,'\'~'.c'-:',',.r'--"':<r._-_".:~.w,",~,,,,;~':J'f"~~' -, ,*,'."<',.W~'.iI<,,:+>>"';<.."'%i><,~':;;:&I;;;*"''';'''''-~ì'*ð.i(t~>'>4'r'<~.~
City of Muskego
OA-ö?2 ~ture . --- (3/141 ò ...,
Date Signature Date
Print Name Title
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Key Power lntemational. loe ("Key P~ proposal conllllO$ information and data, whICh are privileged. oonfidenlial and/or proprieIary 10 Key~. Thl$
informalion and data is commen:ially sensitive andlof financial in nalure and is nol macle avail8IlIe lOr publIC I1l'VÍeW This..formation is aubmlIIad on 8
conf1denlial baSIS only In respon$lllO a specific cuslDmer request The intormation contained herein IS prolected, among oIher Ihtngs by the Trade SecreI.s Act,
as codified. and any improper use. dìslribubon. or reproduction 1$ Specifically prohiblled No Iíalnse or right of any kmd wllatsoever IS granted 10 any IIliIØ party
10 use !he information contaínecl herein unless a writ1en agreemenl exists beIween Key Power lInd the ItIIrd party whtCIl de&lnIs access 10 !he information The
information contaíneò here;n IS submillad lOr purposes of __ and evalualJon l/l connection wiIIl Key Power's response ID the speçifJC request denoted herein
No oIhef use of the IIlformallon and data contained herein is pennitled wiIIlout the express wröen permJSSlon of Key Power. Under no oondìtion sI'louId the
Informalion contained here.n be provided '" any manner whalS09'ver 10 any lnm:l party without first recenling the exp<es5 wntIen permi$SlOll of Key Power
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K~l) Key Power International, Ine
Cost Summary:
Category
,
~, '," :'~':",.:. CòSt .
. . . Final Price .5.'"
Application Software $84,600.00 25,200.00 $59,400.00 $J2,69O.oo
Conversion $23,500.00 $23,500.00 $0.00
Hardware $1,299.00 $1,299.00 $0.00
Installation $21,800.00 $21,800.00 $0.00
Interface $48,945.00 $35,450.00 $7,966.75
Project Management $15,100.00 $15,100.00 $0.00
System Software $2,700.00 $2,700.00 $2,J 05. 00
Training $5,000.00 $5,000.00 $0.00
Total $202,944.00 $25,200.00 $164,249.00 $22,761.75
Note: Discounts are applicable only If tile entire proposal is llCcepted and subjeCt to change If tile proposal is modified.
'JG,1) Key Power International, Ine
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Item Details:
Item Code 0esc:ripti9n Qty' COs Extended Price A,S,M
Application Software
CAO.SfR.SGl CAD Server 10,000.00 10,000.00 30.0% 7,000.00 1,500.00
CAD.CU.SGl.PF CAD Client . PoliCe & Fire 2 4,975.00 9,950.00 30.0% 6,965.00 1,492.50
CRT.CUS Court Module 12,900.00 12,900.00 30.0% 9,030.00 1,935.00
CAD.CU.STA CAD Status Client 7 350.00 2,450.00 30.0% 1.715.00 367.50
RMS.SfR.SGl RMS Server 9,000.00 9,000.00 'l8.0Q/o 6,480.00 1,350.00
WDA.CU-GPS Wireless Digital Assistant wlGPS 9 1,200.00 10,800.00 30.00'1> 7,560.00 1,620.00
WDA.SfR Wireless Digital Assistant Server 9,500.00 9,500.00 30.0% 6,6SO.oo 1,425.00
RMS.CU.SGl.P RMS Olent . Police 10 2,000.00 20,000.00 30.0% 14,000.00 3,000.00
Conversion
COI'l-ENF.ANA DatlJ converSIon . need analysis 4,500.00 4,500.00 0.00
COI'l-REC ConversIOn. Records 19,000.00 19,000.00 0.00
Hardware
. HW-AXIS-214 Axis 214 I'll 1,299.00 1,299.00 0.00
Installation
KI'I-IMp PhoenIX ImplementatIOn services 6,900.00 6,900,00 0.00
INS'PNX-CAD CAD . Installation 3,500.00 3,500.00 000
INS-NETM Netmotlon Server, Olent installatiOn 1,000.00 1,000.00 0.00
INS-pNX-RMS RMS Web - Installation 3,000.00 3,000.00 0.00
INS.WDA Wireless Divltal Assistant Setup 2,500.00 2.S00.00 0.00
INS-GJS-GC Populate Geo-code (latitude/longitude) 4,90000 4,900.00 0.00
Interface
Kpl-PCCp Phoenix Otlun Connection Package 3,495.00 3,49500 100.0% 524.25
INT.WI-CRS Cross Match interface 8,500.00 8,SOO.00 1,275.00
INT-KGIS.NET Key Power Global Information Shan"ll Network 10,000.00 10,000.00 100.0% 1,500.00
INT.NETM.XEP Netmotion Mobility XE wfPremium Support 6,250.00 6,2SO.00 1,562.50
HCI-CU NCIC Olent 21 10000 2,100.00 315.00
NCl.SER-WI HOC Server - TCPIlP interflJCe 9,000.00 9,000.00 1,350.00
E911.SfR E911 Server 4,500.00 4,500.00 67500
. E911.CU E911 Chent (Each CAD Pos,tlon) .2 30000 600.00 9000
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INT-TWAIN CapturelScan Interface 4,500.00 4,500.00 675.00
Project Management
PM-GEN Project Management 15,100.00 0.00 15,100.00
System Software
INT- TWAIN-All. Server Twain .nterface license 700.00 700.00 105.00
TlS-M$-MPWS MICrOSOft MapPoint WebservíCe 2,000.00 2.000.00 z,ooo.oo
Training
TRN-QNS 5 1,000.00 5,000.00 0.00 OnSite support and training
Total $202.944.00 $164,249.00 $22,761.75
1. Key Power will customize the Court Notices in Crystal Reports during the system installation
time. Customer will list the reports that are required and submit to Key Power. This is a one time
setup as part of system implementation process.
2. Key Power will work with the Customer to get NIBRS Electronic submission certified by the state.
Copyright ~ KeyPower International, lnc
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Terms &. Conditions
~ ..1 ~ .~~;~,~J~~~,~""?';<~";"i:!>""<'1'I':k>F"Þ"""""""'~,"':.~.f;--c'O'V-m~ ~,.,..--..,.",'.,:~a,r~~>Ø'.~-<.;.^"'t>::~m-_~~,~~>,,~,,;,"'_"":"""~~7""'':'r..,....;'l!~'lm"'~fr'~~~
Key Power GloballnfornHltlon SharinG Network
KGIS.Net Interface provides the access to share certain information 5e<:urly amoung other Phoenix users without
duplicating the data (Induding Index replication). Customer will have to open read-Only access to Key Power KGIS
Server. Customer has the option to limit the amount of detail information that can be sI'lared. Data communication
IS based on GJXML scI'lema.
Data conversion - need analvsls
Key Power Project Manager will co-ordinate with the assigned customer's Project Manager to execute the needs
analysis. Project life cyde Includes:
- Needs analysiS meeting
- Initial plan for conversion
- R1s1c Management and mltlgation recommendations
Needs assesment analySis do not include onsìte travel and travel expenses. All travel expenses are the responSibility
of the cutomer and will be billed upon completion of the onsite trip.
Phoenix lmolementatlon services
Once CAD, RMS software installation completed KPI will:
1. setup a Uve and Training database
2. Build the database with the codes such as NOC, Charge codes that are specific to the State
3. Populate tile database with codes tIlat are widely used by others (Best practice codes)
4. Assist in the customizatlon of the code table.
CAD Server
CAD Server Installation can be performed onsite or remotley. Onsite will require travel costs that are the
responsibilIty of the customer and will be billed upon completion.
CAD Server Installation can proceed only if tile Operatlng System Is installed and configured.
Cross Match Interface
All the necessary Interface requirements from Cross Match vendor should be in place and the data format
. specifications should be provided. TIlis Is a unl-<lirectional interface, i.e. data entered in Phoenix will be transferred
to Cross Match.
Protect Manaaement
Key Power Project Manager will co-ordinate with the aSSigned customer's PrOject Manager to execute tile project.
Project life cycle includes:
- Pre-Implementation meeting
- Initial project plan development; maintain up-to-date plan
- Project reporting and communication
. Scheduling and resource aliocatlon
- Rlslc Management and mitigation recommendations
- Co-ordlnatlon and controlling of the tasks
Project Management costs do not indude onsite management which would require travel and incur travel expenses.
All travel expenses are the responsibility of the customer and will be billed upon completion of tile onsite trip.
Phoenix Citizen Connection Packaoe
Phoenix Otizen Connectlon Package ("peCP") includes:
1. Safety Eye . Enable businesses to install cameras in tIleir premise and allows dispatcher to monitor the Video
during a 911 call.
2. Otizen Flag: Provides a facility for the Citizen to enter their information such as emergency contact etc whiCh can
be viewed by the dispatcher and WDA user.
PCCP worl<s witll KG IS interface.
Axis 214 PTZ
For details visit: www.axis.com
Copyright 0 KeyPower International, lnc
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Conversion - Records
Data and the Layout must be provided by the customer. Key Power will work with the Customer and try to convert
as much meaningful data that can be brought over to the existing Pheonix modules as possible. CUstomer must
validate the data for accuracy.
This is only an estlmate for proposal purposes. The final pridng will be determined after the data IS examined and
the customer needs are finalized.
Netmotlon MobilItY XE w/premlum SUDDOrt
Server indudes licenses for 25 registered device and 1 server license.
ViSit http://www.netmotionwireless.com/product for product detailS.
Maintenance Offering Description for Premium Support:
- Technical Support - 24x7
- Access to Tech Notes and Web Based Support
- CUmulative Quantity DIscounts applied on Additional Device Ucenses
- Discounts on Major upgrades
- Upgrades to new Minor and Maintenance Releases
- Upgrades to Major Releases Induded
- 20% Discount on Consulting Services
- Guaranteed Response TImes based on Severity Level
CAD Client - Police" Fire
Must meet the hardware requirements and be connected to Phoenix CAD server on a high speed IP LAN. Installation
of Microsoft .Net 1.1 as part of the Windows O/S is recommended.
Minimum system requirements: PC with 1.8 Ghz or higher processor, 512 MB RAM 1024x768 video resolution,
Windows XP or higher and IE 6.0 or higher. If additional applications required to run, processor speed and memory
must be increased appropriately. To use Map functions Microsoft MapPomt software is required.
Single Monitor may proVide all the dispatch features, but Multi-Monitor setup is strongly recommended. For each
dispatch position, at least one Monitor for Dispatch and one Monitor for Text Status IS recommended. Third Monitor
for Map is optional.
CAD - Installation
Server Hardware and the system software must be installed, configured and available.
Customer must provide access with full Administrator privilage to the server. EaCh CAD client PC's shOUld be
available with Its minimum recommended conflguratlon on the network.
Installation can be performed onsite or remotley using Remote Desktop access. .
Onsite installation requests will require travel costs that are the responsibility of the customer and will be billed 'upon
completion.
Contact Key Power to diSCUSS the minimum hardware requirement and variuos configuration options.
Court Module
Court Module Will be ready on or after Jan 1, 2006. MaJOr functionality indudes:
Automatic court records creation from Booking and atatlon module
Court scheduie/reschedule
- Disposition update (auto update to Police records)
Payment schedule
cash Register
Netmotlon Server. Client installation
Separate server is recommended. Wlreless connectivity must be obtaIned by the user.
CAD Status Client
Copyright ~ KeyPower International, Ine
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K;;ì) Key Power International, Ine
Windows XP or higher with .Net 1.1 Is required. PC must meet the minimum hardware requirements listed below and
be connected to Phoenix CAD server on a high speed IP LAN.
Minimum 1024x768 video resolution is required.
Minimum system requirements: PC with 1 Ghz or higher processor, 256 MB RAM, l024x768 video resolutlon,
Windows 2000/XP and IE 6.0 or higher. If additional applications required to run, processor speed and memory must
be increased appropriately.
RMS Server
Minimum system requirements: server with 2.8 Ghz or higher processor, 2 GB RAM, Windows 2003 O/S or higher.
If additlonai applications required to run, processor speed and memory must be Increased approprlately. Requires
Microsoft MapPoint server for Hap access. secured access via Remote Desktop is required for effective support.
SQ12000 database server is required.
Contact Key Power to diSCUSS variOUS configurations to handle redundacy, load sharing, duster configuration etc.
NCIC Client
Phoenix RMS clients and CAD clients have built-in support for NOC access. Customer is required to configure the
terminal to control access.
RMS Web - Installation
Hardware and the system software must be installed, configured and available.
Customer must provide access with full Administrator prlvilage to the server. Olent workstatlon(s) (Including mobile)
access verification IS customer's responSibility. Maintaining the in-house network is the customer's responSibility.
RMS Installation can be performed onsite or remotley using Remote Desktop access.
All onSite installations will require travel costs that are the responsibility of the customer and Will be btlled upon
completion.
Contact Key Power to discuss the mmimum server requirements and various configuration OptiOns.
Wireless Dlaltal Assistant w/GPS
WOA works with IP based communication link. Customer IS required to procure the necessary hardware, software
and service to establish the secure TCPjlP communication Channel between wireless cllent and the Phoenix WOA
server. Key Power recommends NetMotion Mobìllty SOftware.
Any GPS device that can be connected via serial port whICh output's Clata In NMEA format f:an be used with WDA.
WOA will automatically detect the GPS exlstance with no configuration.
Microsoft HapPoint must be loaded In the client to view the location details (not included as part of this proposal).
Minimum system requirements: PC with 1.8 Ghz or higher processor, 512 MB RAH 1024x768 video resolution,
Windows XP or higher and IE 6.0 or higher. If additlonal applications required to run, processor speed and memory
must be Increased appropriately. To use Map functions Microsoft HapPoint software Is required. MicrOsoft .Net 1.1 is
required.
Wireless Dlaltal Assistant Server
WOA works only with IP based communication línk. Customer is required to procure the necessary hardware,
software and service to establish the secure TCP/IP communication channel between wireless dlent and the Phoenix
WOA server.
Any GPS device that can be connected via serial part whiCh output.s data in NMEA format can be used with WDA.
WOA will automatically detect the GPS existance with no configuration.
Microsoft MapPoint must be loaded in the cHent to view the location details.
Wireless Dlaltal Assistant Setua
Copyright <<:> KeyPower International, Ine
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Customer is required to procure the necessary hardware, software and service to establish the secure TCP/IP
communICation channel between wireless dlent and the Phoenix WDA server.
Microsoft Map Point must be loaded in the dlent to view the location details
NCIC server - TCP/IP Interface
Customer must get permiSSIon from WI state and obtain all the necessary terminal parameters along with an
operational TCP/IP link to the state.
E911 Server
Customer is responsible to provide the interface spedfication and establish the serlal RS232 connection between
Phoenix CAD server and the E911 system. Each E911 poSItion can be assodated with a CAD Terminal.
Onslta SUDoort and tralnina
Travel costs are the responsibility of the customer. Meals, hotel accommodations and transportation expenses will be
bllled upon completion of the onslte )Ob.
Specific tasks and agenda expectations must be Informed by the customer prlor to the on-SIte visit. Scheduling will
be subject to resource availability.
CaDture/Scan Interface
Twain supported camera andlor scanner can be connected to the dlent running Windows XP or higher. .Net 1.1 must
be installed and IE should be configured approprlately. This Is a one time setup.
PoDulate Geo-code lIatitude/lonaltudel
KPI will assist In Importing Gee data from customer supplied data. Customer IS reponslble to provide the Gee data
based on tne KPI's data layout.
KPI will populate the latitude and Longitude for addresses based on the match found in the Microsoft MapPolnt
application and wlll generate a report of all the missing addresses.
Customer wlll be required to fix the address or manually update the latltude/logitude for the missing entries from
MapPoint.
Microsoft MaoPolnt Webservlce
Billing wlll occur on a quarterly baSis, based on an actual usage at the rate of $0.011 per hit. Every time map is
accessed such as Pin map, zoom, directions, etc. will be counted as a hit. High speed intenet access to Microsoft
MapPoint server from Phoenix Server- is required. alents do not need an IOtemet connection. Map performance is
bound by tne mternet speed and covered by MapPolnt Webservìce SLA.
RMS Client - Police
Hardware and all the necessary system software along with It's Installation a configua-ration is the responsibility of
the customer unless otherwise stated. System specifications must meet the minimum requirements.
Minimum system requirements: PC with 1.8 6hz or higher processor, 256 MB RAM (512M IS recommended),
~024x768 video resolution, Windows XP and IE 6.0 or higher. If additlooal applications required to run, processor
speed and memory must be increased appropriately.
Installation of Microsoft .Net 1.1 as part of the Windows 0/5 IS recommended.
._......,.""'-"':~"'''''''l!~~<:;'~
Copyright {) I(eypower International, Inc
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Page 9 of 9
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SOFlWARE ACQUISITION AND UCENSE AGREEMENT
This Software Acquisition and license Agreement (" Agreemenr) is entered into this li day of
Jj ct.1~ c h
' 2007, by and between Key Power International, a New Jersey corporation, with its
principal place of business at 302 Harper Dr, Suite 204, Moorestown, NJ 08057 ("Key Power')
and
~ y::1ð _ ~ ~ M" C, ~ .
.
_ wi.Ih. its principal plaæ of business at
Wlti~:I:j!- r(L'_1t', ftvi, _~~ "licensee"). Wþ ~3JSO
,/
1. ACQuisition of Software bv licensee. The licensee hereby agrees to purchase. and Key
Power hereby agrees to sell, a perpetual non-exclusive license to use the Phoenix - CAD/RMS
Software ("Key Power Software"), pursuant to the terms and conditions set forth herein. In
addition to the Key Power Software, software provided by certain third parties (ïhird Party
Software") is being provided by Key Power. Key Power will install all such software along with
the Key Power Software.
1.1. Purchase Price: .þ I bbJ 2."11; ()D. An itemized breakdown of the Total Purchase Price is set
forth in the Proposal which is attached to this Agreement.
1.2. licenses Purchased. By this agreement, licensee is purchasing Server license and
Concurrent User (Client) license as set forth in the Proposal. limitations of use are specified in
Section 3.3, below.
1.3. Terms of Payment. Payment 50% of the purchase price is due within 30 days of the
contract signing and the remaining 50% of the purchase price will be paid within thirty (30) days
of full installation and implementation of the software. Installation and Implementation means
complete delivery, installation and verification of the software on the licensee machine. Failure
to make full payment when due shall constitute a default hereunder, which shall entitle Key ,
Power to exercise the remedies set forth herein, which include the right to terminate the license
and to demand the immediate return of the Software and all related materials and
documentation, Unless the software is found defective, Licensee shall be responsible for the
payment of all inst~IIation charges, as set forth in' the Proposal, as well as all incidental
expenses associated with suçh installation, including travel and materials.
2. Grant of license to Use Key Power Software. The Key Power Software is being licensed, not
sold, to licensee by Key Power for use only under the terms of this license, and Key Power
reserves all rights not expressly granted to licensee. The Key Power Software, documentation
and any other materials accompanying this license may be provided by Key Power, at its
option, on disk, in read only memory, via an fir:> website download, or on any other media or in
any other form. The terms of this license Agreement will govern the Key Power Software, as
originally installed, as well as any software upgrades provided by Key Power that replace and/or
supplement the original Software product, unless such upgrade is accompanied by a separate
license agreement, in which case the terms of that license agreement will govern the Key Power
Software as upgraded.
3. Permitted Uses and Restrictions on Key Power Software. licensee's right to use the Key
Power Software is subject to its adherence to the terms of this license Agreement. licensee is
. only granted those rights expressly set forth in this license Agreement. Key Power expressly
.
.
.
reserves all other rights. Key Power warrants that it will not knowingly install any Seff-Help Code
nor any Unauthorized Code as defined below. "Selt Help Code" means any back door, time
bomb, drop dead device, or other software routine designed to disable the software
automatically with the passage of time or under the positive control of a person other than the
Licensee of the Key Power Software. "Unauthorized Code" means any virus, Trojan Horse,
worm or other software routine or equipment designed to permit unauthorized access to disable,
erase or otherwise harm software, equipment or data or to perform any other similar action.
3.1. Limited RiQht to Copv Kev Power Software. Licensee may make as many copies as needed
of the Key Power Software in machine-readable form for backup purposes only. A backup copy
must indude all copyright or other proprietary notices contained on the original. licensee shall
not otherwise copy, decompile, reverse engineer, disassemble, modify, or create derivative
works of the Key Power Software or any part thereof.
3.2. No Modification of Software. licensee shall not modify. or attempt to modify, the Key Power
Software induding Database structures in any manner, nor shall it merge associate or combine,
or attempt to merge, associate or combine the Key Power Software with or into any third party
software other than the Third Party Software, as identified in Paragraph 4 without Key Power's
prior express written consent.
3.3. limitations on Use. Each Server level license granted by this License Agreement entitles
Licensee to utilize the Key Power Software on a single CPU or Multi-core Server unless
otherwise specified. Each User level License granted by this license Agreement entitieS
Licensee to utilize the Key Power Software on a concurrent user level. At any instance, the
number of concurrent users cannot exceed the number of user licenses purchased for the
respective software item. The breach of this term by licensee shall, without limitation as to other
terms hereof, be deemed a material breach of this license Agreement and shall entitled Key
Power, among its other remedies, to terminate the License immediately.
3.4 Inspection. In .the event that Key Power believes it is necßssary to confirm whether the
Licensee has breached this Agreement, Licensee shall permit Key Power to inspect an identical
copy of the licensee's computer system on which Licensee is operating the software upon forty-
eight (48) hours written notice to the Licensee. Upon request, Licensee shall provide data to
allow Key Power to confirm that the copy of its computer system is identical as well as a
certification to that effect that by a senior employee of licensee with personal knowledge of the
copying process.
3.5. Documentation. Key Power shall provide documentation which sets forth the use and
operation of the Key Power software. Support shall be provided pursuant to the related to the
use and operation of the Key Power Software. This documentation may. at Key Power's option,
be provided in paper or electronic form. In no event shalt licensee physically duplicate, in whole
or in part, the documentation associated with the Software with the sole exception of making
copies for archival purposes and for individuals employed by Licensee who are directly
responsible for the daily ongoing operation of the System.
3.6. Obiect Code Form. Key Power considers the Software to contain trade secrets. Such trade
secrets are protected under the confidentiality and proprietary information provisions of this
. Agreement. In order to maintain the trade secret status of the information contained within the
Software, unless otherwise agreed to in writing. the Software shall be delivered to the Licensee
in object code form only. At customer expense the source code can be deposited with a bona
fide escrow service or agent. Optionally, the source code. and subsequent revisions, could be
kept at a mutually agreeable site provided that site agrees to established escrow protocols.
3.7. Support. Support shall be provided pursuant to the terms and conditions set forth in the
Support Agreement. Support shall continue to be provided from year-to-year at the rate and
pursuant to the terms and conditions of the then-current Support Agreement, unless the
Licensee provides written notice to Key Power of its desire to terminate Support at least ninety
(90) days prior to the end of the initial or the then-current additional term.
3.8. Updates, New Releases. Updates are only available to Licensees taking Support at the time
the update is released. Licensees not taking support at the time the update is released shall not
be entitled to receive updates and Key Power shall not be obligated to sell updates to Licensees
who are not then taking Support. The release of any new version of the Key Power Software
within one year of purchase of any other version of the Key Power Software by Licensee is to be
considered an "update" and shall be provided to Licensee under the terms applicable to
provision of such updates.
.
4. Permitted Uses and Restrictions on Third Party Software. Licensee's right to use the Third
Party Software associated with the Key Power Software is subject to Licensee's adherence to its
terms of the License Agreement.
5. Proprietarv and Confidential Information
.
5.1. Acknowledaement. Licensee acknowledges and agrees that, without affecting the scope of
all licenses granted herein, the Software, including any and all copies hereof, in whole or in part,
are and shall remain the property of Key Power. The Licensee further acknowledges and agrees
that the Software contains Key Powers Proprietary and Confidential Information including, but
not limited to, all code,' data file structures, the specific design. structure and logic of individual
programs of Software, their interactions with other portions of the Software, both internal and
external. the programming techniques employed therein and other trade secrets. Unless
otherwise agreed; in advance and in writing, in the event that a Licensee or any employee or
agent of Licensee, suggests any improvements and modifications to the Key Power Software,
Licensee acknowledges and agrees that, whether such improvements and/or modifications are
implemented by Key Power in whole or part, it assigns all right, title and interest, including all
copyrights, patents, trade secrets, and all other intellectual property rights, in any such
suggestions, improvements and modifications to Key Power without payment or compensation
of any kind, and that it will execute any reasonable documentation requested by Key Power to
memorialize such assignment. To the extent permitted by law, the Licensee agrees to take all
reasonable precautions, including those that may be reasonably requested by Key Power, to
protect Key Powers Proprietary and Confidential Information. Key Power agrees that all records
and data entered into the database or imported from previously-used computer systems
operated by licensee are and shall remain the sole property of the Licensee. Licensee shall not
provide, and Key Power shall not, without Licensee's written consent, copy or use such records
except insofar as is necessary to carry out work on behalf of or for the Licensee. In the event
.
.
.
that Key Power accesses, copies or uses such records, with licensee's written consent, or as
necessary to carry out work on behalf of or for the licensee, licensee shall indemnify and hold
Key Power harmless against any and all claims brought by third parties relating, whether directly
or indirectly, to such access, copying or use, unless the acts or omission(s) of Key Power are
found to be negligent.
5.2. Nondisclosure. licensee recognizes and acknowledges the special value and the
/
importance in protecting Proprietary and Confidential Information. To the extent pennitted by
law, all Confidential Information, the disclosure of which might give an advantage to any third
party, including Key Power's competitors. that has been or may be furnished or disclosed to
licensee, shall be kept confidential and used only for the purposes described in this Agreement.
Unless otherwise required by applicable law, licensee, its employees and agents agree. not to
provide, disclose or otherwise make available the Proprietary and Confidential Information in any
form to any third party. licensee shall provide Key Power with a copy of all requests or orders
for the provision or disclosure of Confidential Information promptly upon receipt. and in all events
at least five (5) business days prior to the provision or disclosure of such Confidential
Information. Within three (3) days of receipt of a copy of any such request (unless such time is
extended by written agreement) Key Power shall either authorize release of such information.
along with providing licensee with a copy of such information if necessary; or Key Power shall
advise licensee that Key Power objects to the release of the requested information, and the
basis for the objection. Key Power shall not charge for work performed under this paragraph,
except for the "actual, necessary and direct" charge of responding to the records request, as that
is defined and interpreted in Wisconsin law. Key Power shall have the right to take such legal
measures as it believes proper to prevent the provision or disclosure of Confidential Information.
Further, Key Power acknowledges that the records and data of licensee must remain
confidential and agrees that, unless otherwise required by applicable law, neither Key Power nor
its employees or agents shall disclose such records or data or any portion thereof without the
express written consent of licensee.
Notwithstanding any other requirement stated herein, however, if so ordered by a court having
jurisdiction in the matter, licensee may disclose and/or release programs, data, and other
records, even if such information is Proprietary and Confidential. Key Power will be provided a
timely opportunity. through legal means, to challenge the courts ruling prior to such release by
licensee
/
5.3. limited Riaht to Use Software. Unless specifically authorized by Key Power in a separate
agreement, the licensee shall not (i) use the Software for any purpose other than for the
governmental and publiC safety functions assigned to licensee by the relevant governmental
authorities; (ii) allow anyone other than the licensee's employees and agents to have physical
access to the Software; (iii) make any copies of the Software unless granted in writing by Key
Power, apart from one or more object code copies in machine readable form only as may be
reasonably necessary for archival purposes only; (iv) make any modifications. enhancements,
adaptations, or translations to or of the Software except for those resulting from licensee
interactions with the Software associated with normal use and explained in the associated
documentation; (v) make full or partial copies of any documentation or other similar printed or
machine -readable matter provided with the Software in order to derive the source code form of
the Software; (vi) export or re-export the Software and/or associated documentation in violation
.
.
.
of the United States export rules and regulations; or (vii) rent or lease the Software to any other
party.
5.4. Reverse Enaineerina and Derivative Works. The Licensee shall not and shall not knowingly
allow any third party to: (i) decompile, disassemble, reverse, translate, decompose, or in any
other manner decode or otherwise reverse engineer the Software, in order to derive, or attempt
to reconstruct, or discover, or for any other reason, any source code form of the Software,
undertying ideas, algorithms, file formats or programming or interoperability interfaces of Key
Power's Software by any means whatsoever; (ii) remove any product identification, copyright or
other notices; (iii) modify, or, except to the extent expressly authorized herein, incorporate into or
with other software or create a derivative work of any part of Key Power's Software.
5.5. Irreparable Harm. Any use or attempted use of the Software or disclosure of Proprietary and
Conftdentiallnformation in violation of the restrictions of this paragraph 5 is a material breach of
this Agreement which will cause irreparable harm, entitling Key Power to injunctive relief in
addition to all legal remedies. The obligations set forth in this paragraph 5 shall survive the
termination of this Agreement for a period of two (2) years; provided, however, that such
obligations shall not be deemed to survive only to the extent such information: (i) was a matter of
publiC knowledge or available in published literature at the time of Key Power's communication
thereof to the Licensee; (ii) becomes a matter of publiC knowledge or available in published
literature through no fault of the Licensee subsequent to the time of communication thereof to
the Licensee, (iii) was in the Licensee's possession free of any obligation of confidence at the
time of Key Power's cOmmunication thereof to the Licensee, (iv) was rightfully communicated by
a third party to the Licensee free of any obligation of confidence subsequent to the time of Key
Power's communication thereof to the Licensee, (v) was developed by officers, employees or
agents of, or consultants to the Licensee independently of and without reference to the Software
or associated materials or documentation, or (vi) as otherwise required by law.
5.6. Aaents and Personnel. To the extent permitted by law, Licensee agrees not to disclose,
either orally or in writing, the Confidential Information received to any employees or third partie$,
other than the those persons who have a specific need to know in order to implement the
purposes set forth in this Agreement. Each employee or agent of a party informed of the
Confidential Information shall be specifICally informed in writing by the party of its confidential
nature and of the necessity to retain it in strict confidence, and the party shan cause each such
employee or agent to comply strictly with all provisions of this Agreement.
5.7. Return of Confidential Information. Except as required by the terms of the Wisconsin Public
Records law, or other applicable provisions of law, each party shall promptly return to the other
party all of the Confidentiallnfonnation in its possession upon termination of this agreement.
6. No Transfer. The License is granted only to the Licensee identified herein. The Licensee may
not sell, rent, lease, lend, transfer or sublicense the Key Power Software unless specifically
authorized by Key Power.
7. Disputes; Good Faith Neaotiation. It is the expressed desire of both parties that a good faith
effort be made to resolve all disputes prior to the resort to judicial proceedings. Accordingly, it is
agreed that any dispute arising under this License Agreement, including without limitation, any
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dispute regarding the operation of the Key Power Software, or payments due hereunder, shall
be expressed to the other party in a writing which describes each dispute in detail and includes
documentation sufficient to evidence the nature of the dispute. The writing shall be delivered to
the other party at the address set forth in the Notices provision hereof. The party receMng the
dispute shall respond in writing within thirty (30) days and shall provide documentation
supporting its response. Following such delivery and response, the parties shall engage in
direct, good faith negotiations for the following thirty (30) days in an effort to resolve all disputes.
If the parties are unable to reach agreement, and in the absence of a written agreement to
extend the negotiation period, either party may seek judicial relief. The existence of a dispute
shall, however, not be cause for either party to avoid any obligation under this Agreement or any
associated agreement, including without limitation, any payment or support obligation. If
necessary to comply with an applicable statutory limitation period, the dispute resolution process
described herein may be conducted after litigation is commenced.
8. Term. In the absence of an event of default by Licensee hereunder, the license granted
herein shall be perpetual.
9. Events of Default. The following acts of commission or omission shall constitute an event of
default hereunder and shall allow the non-defaulting party to terminate this license Agreement,
upon conclusion of the dispute resolution period described in Paragraph 7, above:
9.1. any act in contravention of the "Permitted Uses and Restrictions on Key Power Software" or
the "Proprietary and Conftdentiallnformation" provisions hereof;
9.2. any unlawful, unauthorized or fraudulent use of the Key Power Software or the Third Party
Software provided that termination shall not arise unless performed with intent to defraud, or
intentionally continued following written notice;
9.3. any failure by licensee to make payment in full when due;
9.4. any failure by Key Power to provide any products.or services to Licensee which it is required
. to provide pursuant to the terms of this or any associated agreement between these parties;
9.5. attempted assignment or transfer by Licensee of the License without Key Power's prior
written consent; or
9.6. any oth~r breach hereof.
Upon the termination of this License, licensee shall cease all use of the Key Power Software
and, at Key Power's option; Licensee shall remove all Software from any computer system on
which it resides.
10. Indemnification bv Kev Power. Provided that Key Power is given written notice of such claim
and is given reasonable assistance or authority to defend or settle the claim, Key Power shall
defend, (including payment for any and all legal, accounting, consulting, engineering and other
expenses relating to the defense of the following claims), indemnify and hold harmless Licensee
and its agents, employee, officers and directors from and against all costs, expenses, claims and
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causes of action with regard to (A) any third party claim that the Key Power Software infringes a
copyright, trade secret, U.S. patent right, or other legal obligation; (B) licensee's denial of a
records request, based upon objections made by Key Power after a court ruling ordering the
release; (C) licensee's charges made to a records requestor, based upon reimbursement of
costs Key Power charged to licensee in responding to a records request; (D) licensee's lack of
timely response to a records request, following Key Power's failure to timely respond to licensee
as required herein; or (E) licensee's provision of records to a requestor that were provided to
Licensee by Key Power in response to a court order directing the release of a record.
In the defense or settlement of such claim, Key Power may:
(i) require Licensee to cease its use of the Key Power Software upon return of the full purchase
price that has been paid to Key Power to the licensee provided however, that the return of the
purchase price shall not be required where the claim is based on the intentional use of the Key
Power Software by the licensee in a manner that differs from uses for which the system was
designed or intended, or
(ii) replace or modify the Key Power Software at its own expense so that licensee is provided
with a similarly functioning software product that is non-infringing.
11. Indemnification bv licensee. Provided that Licensee is given written notice of such claim and
is given reasonable assistance or authority to defend or settle the claim, Licensee shall
indemnify, defend and hold Key Power harmless from and against all claims by any third party
for damages or other relief of any kind, whether at law or in equity, and regardless of the forum
brought, and arising from or related to the acts or omissions of the Licensee in regard to the
granting of the license, or in the use of the software by Licensee in a manner that differs from
uses for which the system was designed or intended.
12. Disclaimer of Warranties. KEY POWER HEREBY DISCLAIMS ALL WARRANTIES AND
CONOmONS WITH RESPECT TO THE KEY POWER SOFTWARE, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES ANDIOR CONDITIONS OF . MERCHANTABILITY, OF SATISFACTORY
QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET
ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, EXCEPT AS
DESCRIBED IN SECTION 12.1, BELOW.
12.1 Warranties. Upon installation and operation of the software, Key Power wanants that the
Key Power Software will perform as specified in its user manuals (electronic manuals .will be
provided once contract is in force) based upon the specifications of the then-current release of
the Key Power Software, and that it possesses the necessary intellectual property rights to
license the Key Power Software to the Licensee. This wananty shall immediately become null
and void in its entirety in the event that Licensee fails to maintain or to use the Key Power
Software in accordance with the applicable terms of use, or to notify Key Power promptly in the
event of any trouble or suspected trouble provided that formal notice procedures are not
required as to matters of which Key Power has received actual notice.
13. Limitation of liabilitv. TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER PARTY
SHALL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT
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OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY
OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE
ACTS OR OMISSIONS OF THE OTHER PARTY REGARDLESS OF THE THEORY OF
LIABILITY AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. In no event shall Key Power's total liability to Licensee for all damages (other
than as may be required by applicable law in cases involving personal injury) exceed one and
one half the amount actually paid by Licensee to Key Power for the Software License. The
foregoing limitations shall apply even if the above stated remedy fails of its essential purpose.
14. Export Law Assurances. Licensee shall not use or otherwise export or re-export the Key
Power Software except as authorized by United States law and the laws of the jurisdiction in
which the Key Power Software was obtained. In particular, but without limitation, the Key Power
Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S.
embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria), or (b) to
anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S.
Department of Commerce Denied Person's List or Entity List. By using the Key Power Software,
Licensee represents and warrants that Licensee is not located in, under the control of, or a
national or resident of any such country or on any such list.
16. No Partnership or AQencv Relationship. The relationship between Key Power and Licensee
shall not be that of partners or agents of one another, and nothing contained in this Agreement
shall be deemed to constitute a partnership or agency agreement between them. Neither Party
shall have the authority to assume or create any obligation on behalf of, in the name of, or
binding upon the other Party.
17. No Third Party Beneflciarv. The provisions of this Agreement are for the benefit only of the
Parties hereto, and it is not the intention nor shall any third party be allowed to enforce or benefit
from any of the provisions hereof. Licensee's management of contracted Fire Department
operations is not considered to be a third-party benefit. .
18. Successors and AssÍQns. This Agreement shall be binding upon and inure to the benefit of
.each Party's successors and permitted Assignees. This Agreemen~ and the License granted
herein shall not be assigned or transferred by Licensee without the prior written consent of Key
Power.
19. Force Maieure. No failure 'or omission by either party to carry out or observe any of the
Terms and Conditions of this Agreement shall give rise to any claim against that party or be
deemed to be a breach of this Agreement if such failure or omission arises, without limitation,
due to act of God, insurrection or civil disorder, war or military operations, national or local
emergency, acts or omissions of any government authority or third party, industrial disputes, fire,
lightning, explosion, inclement weather, or other causes beyond the control of either Party.
20. GoveminQ Law: Jurisdiction. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Wisconsin without reference to conflicts of law
principles and shall be enforced exclusively in the courts of Waukesha County in the State of
Wisconsin.
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21. Amendment. This Agreement, together with all attachments and exhibits, may be amended,
modified or amplified only by written agreement signed by authorized representatives of both
Parties.
22. HeadinQs. The titles in the headings of paragraphs are intended for organization and
convenience only and do not apply in the interpretation of any of the Agreement terms.
23. Rule of Construction. The parties acknowledge that they have both participated fully in the
drafting of this Agreement. Accordingly, no rule of construction requiring interpretation against a
drafting Party shall apply in the interpretation of this Agreement.
24. Severability. If any term or provision of this Agreement is determined to be illegal,
unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid
provisions or part( s) thereof shall be stricken from this Agreement and such provision shall not
affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision
or part thereof of this Agreement is stricken in accordance hereof, then the stricken provision
shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as
similar in tenor to the stricken provision as is legally possible.
25. Notices. Except as otherwise provided in this Agreement all notices required or permitted
hereunder shall be in writing and shall be deemed provided if acknowledged by recipient or upon
delivery if dispatched. by (i) registered or certified mail, postage pre-paid, return receipt
requested (ii) by overnight courier or by hand delivery. Notices shall be addressed as follows:
Key Power:
Sam Ramasamy
President
Key Power International Inc.
302 Harper Dr
Suite 204
Moorestown, NJ 08057
Phone: 609-953-6850
Fax: 609-953-5311
Customer:
-t1GJcr Jðh() i\. Jt,"rl~ Sl-Yì
~~(~éJfJlt'1MÁI~G"ìe, It!;"
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E-mail actually received by the intended party shall also constitute notice to that party upon by
receipt.
26. BindinQ Effect. This Agreement shall be binding upon the parties, their affiliates, subsidiaries,
successors and assigns.
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27. No Waiver. Failure to enforæ any provision of the Agreement by either party shall not
constitute a waiver of that party's right to enforce that section, paragraph or portion of this
Agreement.
28. Resoonsibility for Costs. Except as otherwise provided in this agreement, each party shall
pay all of its own fees and expenses incurred or to be incurred in negotiating this Agreement, in
closing and carrying out the transactions contemplated by this Agreement, and in any litigation
between the parties related to the enforæment of terms of this agreement
29. Representation of Authority. Each Party represents and warrants to the other that the
execution and delivery of this Agreement and the performance of such Party's obligations
hereunder have been duly authorized and that the Agreement is a valid and legal agreement
binding on such Parties and enforæable in accordance with its terms and that all approvals
required to perfect such authority have been received
30. Counterparts. This Agreement shall be executed in two (2) or more counterparts, including
facsimile counterparts, each of which shall be deemed an original.
32. Entire ACQuisition and license AQreement. This Agreement, along with the attached
Proposal, the Software Support Agreement and any other documents acknowledged by the
parties, in writing, to be applicable, contains the entire understanding of the parties regarding the
acquisition and license of the Key Power Software and the Third Party Software, and
supersedes all previous verbal and written agreements, representations or warranties of any
kind made by or between the parties.
IN WITNESS WHEREOF, the parties intending to be legally bound hereby have entered into this
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Agreement as of the date first written above.
KEY POWER INTERNATIONAL. INC.
By: _Sam Ramasamy
Title: President
Date:
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CITY OF MUSKEGO
Mayor
t:f?t--òG
lAA.oy---
Date: Ô 114,. {o , .200_"
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COMMON COUNCIL - CITY OF MUSKEGO
RESOLUTION #056-2007
RESOLUTION TO REPLACE RESOLUTION #034-2007
PURCHASE OF PHOENIX SOFTWARE AND RELATED COMPONENTS,
FOR MUSKEGO POLICE DEPARTMENT
\
WHEREAS, The City's 5-Year Capital Plan includes funding for the 2008 purchase of
new software for the Muskego Police Department; and
WHEREAS, The vendor has offered a substantial discount if the software is purchased
in 2007; and
WHEREAS, The Finance Committee has reviewed the proposal submitted by Key
Power International, Inc. (KPI) and has recommended approval.
WHEREAS, The Finance Committee has reviewed the fóllowing Purchase Orders for
the purchase of the Phoenix software, installation and necessary components and has
recommended approval:
Purchase Vendor
/ Item Cost
Order
No.
17913 Key Power International, Inc. Phoenix Software, Licensing $162,950
and Implementation
17913 Key Power International, Inc. Estimated Travel Expenses 2,000
./ for Training
17913 Kev Power International, Inc. Booking Camera 1,299
17915 Provantage Corporation GPS Devices 528
17919 Hewlett Packard Servers 17,903
17911 U.S. Cellular Laptop Data Cards 5,760
17910 A.T.&T. 911 Address Database 770
17909 Software One Microsoft SOL Server 5,220
17917 Heartland Business Systems High Availability and Disaster 24,971.00
Recovery
Total $221,401.00
WHEREAS, The $221,401 represents the cost for the initial purchase and installation.
NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of
Muskego, upon the recommendation of the Finance Committee, hereby approves the
above purchase in the amount of $221,401 subject to approval of a software acquisition
and license agreement and software support agreement by the City Attorney.
BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to
sign the necessary documents including the software acquisition and license agreement
and software support agreement with Key Power International, Inc. in the name of the
City.
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Reso. #056-2007
DATED THIS DAY OF ,2007.
Page 2
SPONSORED BY:
FINANCE COMMITTEE
Ald. Nancy Salentine
Ald. Eileen Madden
Ald. Neil Borgman
This is to certify that this is a true and accurate copy of Resolution #056-2007 which
was adopted by the Common Council of the City of Muskego.
3/07jmb
Clerk-Treasurer