HomeMy WebLinkAboutVII (D) Discussion/ Action re: Award of Bid for Computer Aided Dispatch (CAD) 4CITR1 12-02-97
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,`* 000,10 ELLIS SI IAPIRO
STAFF REPORT
TO: The Honorable Mayor and City Commissioners
FROM: Chief Mark,Police d Chief Strosnider, Fir /r
Kevin Tartar, Information Systems Manager
DATE: November 25, 1997
SUBJECT: Computer Aided Dispatching Software for Police and Fire
During the last few years, the City's Public Safety services(Police, Fire, EMS) have been
upgraded with equipment and personnel to provide a better level of service to the citizens. The
next logical step is to streamline and control the dispatching process for both departments.
Currently the Police department uses a"paper-based" dispatch system, while the Fire and EMS
services are dispatched by Orange County.
In July of 1994, the City issued an RFP for various hardware and software services including
Computer Aided Dispatching. The resulting submittals were narrowed to three vendors: HTE,
Resource Management Technology and CISCO. Since the City now has the computer network
infrastructure in place to support this type of application, staff proposes combining dispatching
for all safety services"in-house"using a Computer Aided Dispatch (CAD) system, accompanied
by complete records management systems for law enforcement, fire and EMS.
After reviewing several CAD software vendors over a period of months, we have found a system
that provides the full range of options, that is compatible with the City's existing computer
network and is priced within our budget. The vendor, Complete Information Systems Company
(CISCO) has provided the City of Apopka with dispatching and records management services for
over four years and has just completed a contract with the City of Tampa. The CISCO software
package provides the following:
• A-CAD: Computer Aided Dispatching (Police, Fire, EMS)
• CIS-FCIC/NCIC: Interface to Florida Crime Information Center and National Crime
Information Center
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• CIS-MAP: Interface to the City's existing ArcInfo GIS mapping system
• CIS-PAGE: Automated telephone based alpha/numeric paging system
• CIS-911: Interface to the existing Emergency telephone system
• CAPS: Police Department Records Management system
• FIRES: Fire Department Records Management system
• CASE: Automated case load tracking system(Police, Fire)
• CITS: Traffic citation management system
• TIES: Traffic records management system
• CASS: Crime analysis system
• LAPS: License and Permit system
• WARRANTS/CIVIL PROCESS: Warrant and Civil process tracking system
Staff respectfully requests that the Mayor and City Commissioners approve the purchase of the
CISCO software package and execute the enclosed documents"Agreement of Sale" and
"Agreement for Computer Software Support Services".
u,. Ellis Shapiro,City Manager
AGREEMENT OF SALE
AGREEMENT made this day of 1997 between Complete
Information Systems Company. Incorporated. a Florida corporation having offices located at
5305 Gulf Drive. Suite =I, New Port Richey, Florida 34652 (hereinafter referred to as CISCO)
and:
The City of Ocoee
Ocoee, Florida 34761
(Hereinafter referred to as CUSTOMER)
WITNESSETH:
WHEREAS, CISCO has acquired specific expertise in the provision of application
software programs and related services in the field of public safety, and
WHEREAS. CUSTOMER has a need for certain application software programs and
services hereinafter identified, and
WHEREAS, CISCO is ready, willing, and able to undertake the provision of such
application software programs and services on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises as well as the obligations herein
made and undertaken, the parties, intending to be legally bound, agree as follows:
Section 1
DEFLNITIONS
As used herein, the following words and phrases shall have the following meanings:
1.1 Licensed Materials. All software, documentation and services that may be supplied by
CISCO under the scope of this Agreement.
Section 2
SERVICES
2.1 Services. CISCO agrees to furnish and CUSTOMER agrees to purchase computer
application software, documentation and training from CISCO to be installed by CISCO at the:
City of Ocoee Municipal Complex. located at:
t25 and 150 N. Lakeshore Drive
Ocoee, Florida 34761
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Section 3
COMPENSATION
3.1 Fee. In consideration of the License granted herein, the CUSTOMER agrees to pay to
CISCO the sum of 590,000.00. No additional monies shall be due except as may be required by
Paragraph 3.3 herein.
3.2 Terms. Terms are net cash, without discount due and payable as follows:
25% of contract upon issuance of purchase order, 25% of contract upon completion of software
installation, 25% of contract upon completion of training; 25% of contract upon acceptance as
defined herein.
3.3 Taxes. The rate for this Agreement does not include sales, use, excise or similar taxes. In
addition to the rate specified herein, the CUSTOMER shall pay the amount of any such tax, or in
lieu thereof, the CUSTOMER shall furnish CISCO,with a tax exemption certificate acceptable to
the appropriate taxing authority.
Section 4
GRANT OF LICENSE
4.1 License. CISCO hereby grants to CUSTOMER, and CUSTOMER hereby accepts from
CISCO, subject to the terms and conditions contained herein, a perpetual. nontransferable and
nonexclusive license to use the computer software program(s) and related material provided by
CISCO and described in Paragraph 6.I herein.
4.2 Processor. During the term of the license herein in-anted, the CUSTOMER may use the
Licensed Material on any processor owned or leased by the CUSTOMER. This includes the
transfer of the computer programs) software in machine-readable form into the CUSTOMER's
processor for the purpose of operating the computer program(s).
4.3 Concurrent Users. The software itemized herein includes a license for up to 32 concurrent
users.
4.4 Serial Number. The serial number for the licensed material described herein is: P0291.
4.5 Title to Materials. The Licensed Material described herein, including the original and all
copies thereof, in whole or in part, whether said original and copies are created by CISCO of
anyone else, and all copyright, patent, trade secret and otherwise intellectual and proprietary
rights therein, are and shall remain the valuable property of CISCO.
Section 5
LLYIITED WARRANTY
5.1 Limited Warranty. CISCO warrants that the aforementioned Licensed Matenal does not
infringe upon any copyrights. patents. or other rights held by third parties, and agrees to
indemnify, defend, and hold harmless the CUSTOMER from all claims made by such third
parties with respect to such matters including any attorney Fees and costs which may be incurred
by CUSTOMER in connection with such claims. Further, CISCO warrants to the CUSTOMER
that the Licensed Materials furnished herein will function in conformity with the User
Documentation that accompanies each software module provided for a period of one year after
acceptance.
5.2 Exclusive Remedy. As the exclusive remedy of CUSTOMER for any defect in the Licensed
Materials for which CISCO is responsible, at no cost to CUSTOMER, CISCO shall first utilize
its best efforts to correct or cure such defect in a timely manner(not to exceed 30 business days)
and if unsuccessful the CUSTOMER may at its option receive a full refund of the license fee
paid to date and terminate this Agreement. CISCO shall not be responsible for any defect if the
Licensed Materials have been misused or damaged in any respect by any patty other than
CISCO, or CISCO has not been informed of the existence and nature of such defect promptly
upon its discovery.
5.3 Express Warranty.
a. CISCO warrants that the software is fully compliant with the ISO 8601 Standard Date
Format.
b. CISCO warrants that the FCIC/NCIC software interface will be compliant with the
Florida State Message Keys Format to be enacted on July 12, 1998 and with the National
Message Keys Format to be enacted not later than December 31, 1998. Excluded from this
warranty is anv third party hardware or software that might be required
Section 6
SOFTWARE
6.1 Application Software. CISCO will furnish:
A-CAD, a system of computer programs and related documentation for use as an automated
dispatching system, and
CIS-FCIC/NCIC, a system of programs for use an automated interface between the A-CAD and
the existing Florida Cnme Information Center/National Crime Information Center, and
CIS-MMAP, a utility for use as an interface between the A-CAD and the existing map program,
and
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CIS-PAGE. a utility for use as an interface between the A-CAD and the existing telephone
based alphanumeric paging system, and
CIS-911. a system of programs and related documentation for use as an automated interlace
between the A-CAD and the existing emergency telephone system, and
CAPS, a system of computer programs and related documentation for use as an automated
police records management system, and
FIRES, a system of programs and related documentation for use as an automated fire records
management system, and
CASE, a system of programs and related documentation for use as an automated case tracking
system, and
C ITS. a system of computer programs and related documentation for use as an automated traffic
citation management system, and
TIES, a system of programs and related documentation for use as an automated traffic records
management system, and
CASS. a system of programs and related documentation for use as an automated crime analysis
system, and
LAPS, a system of computer programs and related documentation for use as an automated
license and permits system, and
WHEELS, a system of computer programs and related documentation for use as an automated
fleet records management system, and
WARRANTS/CIVIL PROCESS, a system of programs and related documentation for use as
an automated warrant and civil process tracking system.
Section 7
THIRD PARTY PRODUCTS AND SERVICES
Third part? products are licensed by their manufacturers, under separate cover.
7.1 Third Party Software.
(a) Runtime Interpreter. CISCO will furnish the ACU-COBOL Runtime Environment, a
utility to be used as the application program language interpreter, licensed for 32 concurrent
users, and
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Ibl In-Power Forms, a utility to be used as a forms package licensed for 5 concurrent
users, and
(c) ACU-ODBC. a set of ODBC drivers to link the CISCO data tiles to any other ODBC
compliant program and licensed for 5 concurrent users.
Section 8
DOCUMENTATION
8.1 Documentation. CISCO agrees to furnish one complete set of documentation for the
software described herein. This documentation may be provided on magnetic media or printed
form.
Section 9
INSTALLATION/FRAINING
9.1 Installation and Training. CISCO agrees to provide the CUSTOMER with 2 days of
on-site installation and 12 days of on-site training. This training shall cover the use and
operation of the software herein contained.
Section 10
ACCEPTANCE
10.1 Acceptance. The Licensed Products furnished hereunder shall be deemed to be accepted
upon the successful completion of installation, completion of training and a 30 day acceptance
test beginning at completion of training. The acceptance test shall consist of performance
evaluation, parallel processing of manual processing and the automated CISCO systems, and
correction of all documented deficiencies. If deficiencies are not corrected by 30 days following
the completion of the acceptance test, the CUSTOMER can terminate this Agreement and
receive a full refund of those monies paid to date.
Section 11
PROPRIETARY INFORMATION
11.1 Proprietary Information. Subject to applicable law, information disclosed by either
CISCO or CUSTOMER to the other_ for the purpose of this Agreement, and clearly identified as
proprietary, shall be protected by the receiver in the same manner and to the same degree that
the receiver protects his;her own proprietary information.
Section 12
LIMITATION OF LIABILITY
12.1 Limitation of Liability. EXCEPT FOR THE EXPRESS WARRANTY STATEMENT
HEREIN CONTAINED, CISCO GRANTS NO OTHER WARRANTIES, EITHER EXPRESS
OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE OTHER THAN AS DESCRIBED IN PARAGRAPH 6.1 HEREIN.
THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL OBLIGATIONS OR
LIABILITIES OF CISCO INCLUDING ANY DIRECT, INCIDENTAL, EXEMPLARY,
SPECIAL OR CONSEQUENTIAL. DAMAGES ARISING OUT OF, OR IN CONNECTION
WITH, THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE COVERED BY
THIS AGREEMENT.
Section 13
PROPRIETARY PROTECTION OF DELIVERABLES
13.1 Limited Right of Use. This Agreement does not provide CUSTOMER with title or
ownership of Licensed Materials.
13.2 Reservation of Rights and Acknowledgements. CUSTOMER acknowledges that the
Licensed Matenals together with all documentation relating thereto and delivered under the
scope of this Agreement are commercially valuable, proprietary products of CISCO. Subject to
applicable law, any copying, modification, or distribution of such material not expressly
authorized by this Agreement is strictly forbidden.
13.3 Confidentiality Obligations. Subject to applicable law, CUSTOMER shall be exclusively
responsible for the supervision, management and control of the licensed material herein
described, and agrees to make no modifications to the licensed material without written consent
from CISCO.
13.4 Safeguarding the Licensed Materials. Subject to applicable law, CUSTOMER shall
safeguard the licensed- material against unauthorized use or disclosure and agrees to take
appropriate action to satisty its obligations herein.
Section 14
CANCELLATION
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14.1 Cancellation. CUSTOMER shall notify CISCO promptly in wnnng, by certified mail,
return receipt requested, of its imention to cancel this Agreement prior to the actual installation.
Section 15
TERMINATION
15.1 Notification. Upon a breach or intended breach of the terms and condition contained
herein, the CUSTOMER or CISCO shall notify the offending party in writing of the breach or
intended breach. The offending party shall have thirty (30) days to correct such breach or
intended breach. Failure to remedy the breach or intended breach shall cause a termination of
this Agreement.
15.2 Termination of License. Upon termination of this Agreement pursuant to paragraph 15.1
above, the license granted shall be revoked and the CUSTOMER agrees to cease making any use
whatsoever of the Licensed Material, and the CUSTOMER shall forthwith return to CISCO all
original and copies of the Licensed Material in the CUSTOMERS possession. The CUSTOMER
shall insure that no copy of the Licensed Material, either in whore or in part. is retained.
Section 16
NITSCELLANEOCS
16.1 Severability. If any part, term or provision of this Agreement is held by the courts to be
illegal, the validity of the remaining portions shall not be affected and the rights and obligations
of the parties shall continue as if the Agreement did not contain the part. term or provision held
illegal
16.2 Integration. This Agreement contains the entire understanding between the panics and no
other statement, promise or inducement made by the panics or their agents shall apply.
16.3 Applicable Law. This Agreement shall be construed and governed by the laws of the State
of Florida, including the Florida Public Records Law. The venue for any dispute arising out of
the terms of this Agreement shall be in Orange County, Florida.
16.E Availability of Hardware and Personnel. The CUSTOMER, at its expense, shall make
available to CISCO during the installation and training period the computer hardware in good
and operable condition.upon which the Licensed Material will be installed as well as sufficient
personnel to be trained. In addition, the CUSTOMER shall nominate at least one individual to be
responsible for the environment in which the CISCO programs will be implemented.
16.5 Force Majeure. Either party shall be excused from delays in performing or from its
failure to perform hereunder to the extent that such delays or failures result from causes beyond
the reasonable control of such party; provided that, in order to be excused from delay or failure
to perform. such party must diligently act to remedy the cause of such delay or failure.
16.6 No Agency. CISCO, in furnishing products and services to CUSTOMER, is providing
such products and services as an independent contractor. CISCO does not undertake by this
Agreement or otherwise to perform and obligation of CUSTOMER, whether by regulation or
contract. In no way is CISCO construed as the agent or acting as the agent of CUSTOMER in
any respect, all other provisions of this Agreement notwithstanding.
16.7 Multiple Counterparts. This Agreement may be executed in several counterparts, all of
which taken together shall constitute one single agreement between the parties.
16.8 Section Heading anti Exhibits. The section headings used herein are for reference and
convenience only, and shall not be used to interpret any provision of this Agreement. The
exhibits referred to herein and attached, are incorporated herein to the same extent as if set forth
in full herein.
16.9 Required Approvals. Where agreement, approval, acceptance or consent by either party is
required by any provision of this Agreement, such action shall be by an individual legally
authorized to act on behalf of CISCO or the CUSTOMER and such action shall not be
unreasonably withheld.
16.10 Assignment and Transfer. The CUSTOMER or CISCO shall not assign or transfer this
Agreement in whole or in part without first obtaining the written consent of the other party.
Such consent shall not be unreasonably withheld.
16.11 No Waiver. No delay or omission by either party hereto to exercise any right or power
occurring upon any noncompliance or default by the other party with respect to any of the terms
of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A
waiver by either of the parties hereto of any of the covenants, condition& or agreements to be
performed shall not be construed to be a waiver of any succeeding breach thereof or of any
covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies
provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other
remedies available to either party at law, in equity, or otherwise.
16.12 Authority of CISCO. CISCO has the sole right and obligation to supervise, manage,
contract, direct, procure. perform, or cause to be performed all work to be performed by CISCO
unless otherwise provided herein.
16.13 Entire Agreement. This Agreement and the exhibits annexed hereto constitute the entire
agreement between the parties, and there are no understandings or agreements relative hereto
other than those which are expressed herein, and no change. waiver. or discharge thereof shall be
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valid unless it is in writing and is executed by the party against whom such charge, waiver, or
discharge is sought to be enforced.
(CUSTOMER)
City of Ocoee, Florida
By: (Seal)
S. Scott Vandergrift, Mayor
Executed on: , 19
ATTEST:
(Seal)
Jean Grafton, City Clerk
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE. FLORIDA COMMISSION AT A MEETING HELD
APPROVED AS TO FORM AND ON , 19
LEGALITY this day of UNDER AGENDA I I EM NO.
FOLEY & LARDNER
By: (Seal)
City Attorney
AGREED TO:
Comple I rtt)ation vstemss Company, ua CISCO
/7aJ
(Seal)
H. e r - ent
Z/ o7 7
Executed on: /7jj l/
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AGREEMENT FOR COMPUTER SOFTWARE SUPPORT SERVICES
AGREEMENT, made this day of
Information Systems Company, Incorporated, a Florida corporation)having997, between
offices locatedete at
5305 Gulf Dnve, Suite 41, New Port Richey, Florida 34652 (hereinafter referred to as CISCO)
and'
The City of Ocoee
Ocoee, Florida 34761
(hereinafter referred to as CUSTOMER).
WITNESSETH:
WHEREAS, CISCO has acquired specific expertise in the provision of application
software support services in the field of public safety: and
WHEREAS, CUSTOMER has a need for certain application software support services
as hereinafter identified: and
WHEREAS. CISCO is ready, willing, and able to undertake the provision of such
application software support services on the terms and conditions set forth herein,
NOW THEREFORE, in consideration of the premises as well as the obligations herein
made and undertaken, the parties, intending to be legally bound, agree as follows:
Section 1
DEFINITIONS
As used herein, the following words and phrases shall have the following meanings:
1.1 Delivered Materials. All software, documentation and services that may be supplied by
CISCO under the scope of this Agreement.
1.2 Customer Abuse. The intentional failure of the CUSTOMER to operate the computer or its
programs in a manner consistent with the documentation for such component.
Section 2
COMPENSATION
2.1 Support Services Fee. CUSTOMER shall pay a fee to CISCO for error correction and
support services, equal to S9,300.00 per annum, due within 30 days after receipt of invoice.
2.2 Taxes. In addition to the Fees specified herein, the amount of any sales, use, excise or
similar taxes shall he paid by the CUSTOMER, or in lieu thereof the CUSTOMER shall furnish
CISCO with a tax exemption certificate acceptable to the appropriate taxing authonty.
2.3 Expenses. CUSTOMER shall promptly reimburse CISCO for all normal, reasonable and
customary expenses incurred by CISCO personnel in the course of providing software support
services to the CUSTOMER when CISCO personnel are requested by CUSTOMER in writing to
perform such work at a location other than CISCO facilities. CUSTOMER shall be invoiced at a
rate of S75.00 per hour(portal to portal) with a S 150.00 minimum.
Section 3
PROPRIETARY PROTECTION OF DELIVERABLES
3.1 Limited Right of Use. This Agreement does not provide CUSTOMER with title or
ownership of Delivered Materials.
3.2 Reservation of Rights and Acknowledgements. CUSTOMER acknowledges that the
Delivered Materials together with all documentation relating thereto and delivered under the
scope of this Agreement are commercially valuable, proprietary products of CISCO. Subject to
applicable law, any copying, modification. or distribution of such material not expressly
authorized by this Agreement is strictly forbidden.
3.3 Confidentiality Obligations. Subject to applicable law, CUSTOMER shall not disclose or
disseminate the trade secrets embodied in the materials delivered hereunder to any person, firm,
organization, or employee not a party to this Agreement. Subject to applicable law. CUSTOMER
shall not modify, reverse compile, or reverse assemble any object code.
3.4 Survival of Obligations. CUSTOMER'S obligations under this Section 3 shall survive
termination of this Agreement and shall remain in effect for as long as CUSTOMER continues
to possess. use, or control the Delivered Materials.
Section 4
LIMITED WARRANTY; LIMITATION ON REMEDIES
4.1 Limited Warranty. CISCO warrants, for the benefit of CUSTOMER that the Delivered
Materials shall he free of defects for a period of one year and shall be delivered in a reasonable,
timely and workmanlike manner. CISCO assumes no responsibility for obsolescence of the
Delivered Materials.
4.2 Exclusive Remedy. As the exclusive remedy of CUSTOMER for any defect in the Licensed
Materials for which CISCO is responsible. at no cost to CUSTOMER, CISCO shall first utilize
its best efforts to correct or cure such defect in a timely manner(not to exceed 30 business days)
and if unsuccessful the CUSTOMER may at its option receive a full refund of the tee paid to
date and terminate this Agreement. CISCO shall not be responsible for any defect if the Licensed
Materials have been misused or damaged in any respect by any party other than CISCO, or
CISCO has not been informed of the existence and nature of such defect promptly upon its
discovery.
4.3 Disclaimer. CISCO DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS,
AND WARRANTIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
WITH RESPECT TO THE DELIVERED MATERIALS OR ANY OTHER MATERIAL
FURNISHED HEREUNDER, OR ANY COMPONENT THEREOF, INCLUDING THE
CONDITION, THE CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION OR
THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS.
4.4 Limitation of Liability. The cumulative liability of CISCO to CUSTOMER for all claims
whatsoever related to the Delivered Materials, including any cause of action sounding in
contract, tort, or strict liability, shall not exceed the total amount of all fees paid to CISCO by
CUSTOMER under this Agreement. This limitation of liability is intended to apply to all claims
of CUSTOMER, without regard to which other provisions of this Agreement have been breached
or have proven ineffective.
4.5 Consequential and Special Damages. In no event shall CISCO be liable for any loss of
profits: any incidental, special, exemplary, or consequential damages: or any claims or demands
brought against CUSTOMER, even if CISCO has been advised of the possibility of such claims
or demands. This limitation on damages and claims is intended to apply to all claims of
CUSTOMER, without regard to which other provisions of this Agreement have been breached or
have proven ineffective.
Section 5
ERROR-CORRECTION AND SUPPORT SERVICES
5.1 Support Services Undertakings. CISCO shall provide error-correction and support services
as set forth in this Section 5 directly to the CUSTOMER for the products listed in Exhibit A,
attached hereto.
5.2 Delineation of Support Services. The error-correction and support services provided shall
include the following:
a. Toll-free Telephone Support (7 days/24 hours): Published Enhancements: Modem
Support: News Letter: User Group Membership.
b. Support for 32 concurrent users.
c_ Error-correction services, which shall consist of CISCO using its best efforts to design,
code, and implement programming changes to the Delivered Materials to correct reproducible
errors therein such that the Delivered Materials are made to be error free.
d. All published enhancements and error corrections shall be delivered to the
CUSTOMER on appropriate magnetic media with instructions for installation by CUSTOMER.
5.3 Place of Performance. All services provided under this Section 5 shall be provided from a
CISCO facility via telephone unless requested by CUSTOMER in accordance with paragraph 2.4
herein above.
5.4 CUSTOMER Termination of Support Services. CUSTOMER shall have the right to
discontinue the services set forth in this Section 5 hereof upon not less than 30 days prior written
notice to CISCO. CISCO will refund to CUSTOMER an amount equal to the unused portion.
5.5 Exclusions. CISCO bears no responsibility to provide services under this Agreement as a
result of problems or deficiencies related to components not supplied by CISCO, Acts of God.
interruptions of power, or CUSTOMER abuse including, but not limited to, loss of programs
and/ or data resulting from any of the above causes. Upon written request, CISCO will supply
such services at a time and materials rate not to exceed the standard rate in effect at that time.
This Agreement does not cover any other software or hardware component not supplied by
CISCO.
Section 6
CUSTOMER RESPONSIBQ-ITIES
6.1 Delineation of Responsibilities. The CUSTOMER agrees, at no cost to CISCO to:
a. Provide CISCO with access to a customer supplied direct dial telephone line. MODEM
and communications software for the purpose of providing remote diagnostics, error correction
and upgrades.
b. Notify CISCO promptly prior to any change in the hardware confguration.
c. Provide media compatibility in accordance with paragaph 5.2d herein.
d. Provide CISCO with access to equipment either remotely or on-site as CISCO may
require for purposes of application software upgrades and/or corrections.
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e. Nominate a qualified systems administrator as a single point of contact who is trained
in the basics of hardware, network components and operating system functions, including but not
limited to: backup. recoveryirestore: disk maintenance; user maintenance.
Section 7
INFRINGEMENT OF THIRD-PARTY RIGHTS
7.1 Indemnification. CISCO agrees to provide CUSTOMER with the following protection
against claims of propnetary right infringement of the Delivered Materials:
a. CISCO shall (1) indemnify CUSTOMER from and against any liability, cost, loss, or
expense of any kind: (2) hold harmless CUSTOMER and save it from any liability, cost, loss, or
expense of any kind; and (3) defend any suit or proceeding against CUSTOMER arising out of or
based on any claim, demand, or action alleging that the Delivered-Materials or any portion
thereof as furnished under this Agreement and used within the scope of the license hereunder
infringes any third-party rights in copyright or issued patent or the trade secret rights of any third
party in the United States. Additionally, CISCO shall pay any costs, damages, or awards of
settlement, including court costs, arising out of any such claim, demand, or action, provided that
CUSTOMER promptly gives written notice of claim, demand, or action to CISCO and that
CISCO may direct and fully participate in the defense to any settlement of such claim, demand,
or action.
Section 8
TERM AND TERMINATION
8.1 Term. This Agreement shall commence on the first day of the month following system
acceptance and shall continue in effect for an initial period of 12 months, and shall then
automatically renew for 12 month periods unless canceled by either party.
8.2 Termination for Cause. Either party may terminate this Agreement at any time in the event
of a material breach of the terms hereof by the other party if such party shall fail to cure such
material breach within 30 days of receipt of written notice thereof
83 Actions Upon Termination. Upon termination of this Agreement, CISCO's obligation to
provide warranty or other services hereunder or under this Agreement shall cease.
Section 9
MISCELLANEOUS
9.1 Force Majeure. Either party shall be excused from delays in performing or from its failure
to perform hereunder to the extent that such delays or failures result from causes beyond the
reasonable control of such party; provided that, in order to be excused from delay or failure to
perform, such party must diligently act to remedy the cause of such delay or failure.
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9.2 No Agency. CISCO, in furnishing services to CUSTOMER, is providing services as an
independent contractor. CISCO does not undertake by this Agreement or otherwise to perform
any obligation of CUSTOMER, whether by regulation or contract. In no way is CISCO
construed as the agent or acting as the agent of CUSTOMER in any respect. all other provisions
ut this Agreement notwithstanding.
9.3 Multiple Counterparts. This Agreement may be executed in several counterparts, all of
which taken together shall constitute one single Agreement between the parties.
9.4 Section Headings and Exhibits. The section and subsection headings used herein are for
reference and convenience only, and shall not enter into the interpretation thereof The exhibits
referred to herein and attached, and to be attached hereto, are incorporated herein to the same
extent as if set forth in full herein.
9.5 Required Approvals. Where agreement, approval, acceptance, or consent by either party is
required by any provision of this Agreement. such action shall not be unreasonably delayed or
withheld.
9.6 No Waiver. No delay or omission by either party hereto to exercise any right or power
occurring upon any noncompliance or default by the other party with respect to any of the terms
of this Agreement shall impair any such right or power or be construed to be a waiver thereof A
waiver by either of the parties hereto of any of the covenants, conditions. or agreements to be
performed shall not be construed to be a waiver of any succeeding breach thereof or of any
covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies
provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other
remedies available to either party at law, in equity, or otherwise.
9.7 Authority of CISCO. CISCO has the sole right and obligation to supervise, manage.
contract. direct. procure, perform, or cause to be performed all work to be performed by CISCO
hereunder unless otherwise provided herein.
9.8 Governing Law. This Agreement shall be construed and governed by the laws of the State
of Florida including the Florida Public Safety Records Law. The venue for any dispute arising
out of the terms of this Agreement shall be in Orange County, Florida.
9.9 Entire Agreement. This Agreement and the exhibits annexed hereto constitute the entire
Agreement benveen the parties, and there are no understandings or agreements relative hereto
other than those which are expressed herein, and no change, waiver, or discharge thereof shall be
valid unless it is in writing and is executed by the party against whom such charge, waiver, or
discharge is sought to be enforced
9.10 Notices. Under this Agreement, if one party is required to give notice to the other, such
notice shall be deemed given if mailed by certified mail, return receipt requested.
0
9.11 No Assignment. Neither party shall without the prior written consent of the other party
assign or transfer this Agreement, and any attempt to do so shall be void and of no Force and
effect.
In WITNESS WHEREOF, CISCO and CUSTOMER have caused this Agreement to be
signed and delivered by their duly authorized officers, all as of the date First hereinabove written.
(CUSTOMER)
City of Ocoee, Florida
By: (Seal)
S. Scott Vandergrift, Mayor
Executed on: , 19
ATTEST:
(Seal)
Jean Grafton, City Clerk
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD
APPROVED AS TO FORM AND ON , 19
LEGALITY this day of UNDER AGENDA ITEM NO.
FOLEY & LARDNER
By: (Seal)
City Attorney
AGREED TO:
Compile e %r rrma.on S stems Co pang. /a CISCO
(Seal)
H. C.ere toff, Pr: 'd•. j )
Executed on:
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Exhibit A, Covered Programs
A-CAD, a system of computer programs and related documentation for use as an automated
dispatching system, and
CIS-FCIC/NCIC, a system of programs for use an automated interface between the A-CAD and
the existing Florida Crime Information Center/National Crime Information Center, and
CIS-MAP, a utility for use as an interface between the A-CAD and the existing map program,
and
CIS-PAGE, a utility for use as an interface between the A-CAD and the existing telephone
based alpha/numeric paging system, and
CIS-9I1, a system of programs and related documentation for use as an automated interface
between the A-CAD and the existing emergency telephone system, and
CAPS, a system of computer programs and related documentation for use as an automated
police records management system, and
FIRES, a system of programs and related documentation for use as an automated fire records
management system, and
CASE, a system of programs and related documentation for use as an automated case tracking
system, and `
CITS, a system of computer programs and related documentation for use as an automated traffic
citation management system, and
TIES, a system of programs and related documentation for use as an automated traffic records
management system, and
CASS, a system of programs and related documentation for use as an automated crime analysis
system, and
LAPS, a system of computer programs and related documentation for use as an automated
license and permits system, and
WHEELS, a system of computer programs and related documentation for use as an automated
fleet records management system, and
WARRANTS/CIVIL PROCESS, a system of programs and related documentation for use as
an automated warrant and civil process tracking system, and
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ACC-COBOL Runtime Environment, a utility to be used as the application program language
interpreter. licensed for 32 concurrent users, and
ACU-ODBC, a set of drivers to link the CISCO data files to any other ODBC compliant
program and licensed for 5 concurrent users, and
In-Power Forms, a utility to be used as a forms package licensed for 5 concurrent users.
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