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E-Ticketing Software
EQUAL OPPORTUNITY ADDENDUM This Equal Opportunity Addendum is made and entered into this 2 1 day of February, 2013, by and between the City of Salina, Kansas ( "City ") and Saltus Technologies, LLC ( "Contractor "). Recitals A. The City and the Contractor have entered into, or are about to enter into, a Software Maintenance and Support Agreement ( "Agreement") in connection with the City's purchase of certain digiTicket electronic ticketing software, services, and equipment from the Contractor. B. The parties desire to- modity the Agreement to include certain language required by the Kansas'act against discrimination and Chapter 13 of the Salina Code. The parties, in consideration of the mutual promises set forth in the Agreement, agree and covenant: 1. Addition of Equal Opportunity Provisions. The parties agree that the following equal opportunity provisions are hereby made a part of the Agreement, as if fully set forth therein: (a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Contractor and its subcontractors, if any, agree that: (1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this Agreement because of race, sex, religion, age, color, national origin, ancestry or disability; (2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the city's human relations director; (3) If the Contractor fails to comply with the manner in which the Contractor reports to the Kansas human rights commission in accordance with the provisions of K.S.A. 44 -1031 and amendments thereto, the Contractor shall be deemed to have breached this Agreement and it may be canceled, terminated or suspended; in whole or in part, by the City; (4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final, the Contractor shall be deemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole or in part, by the City; (5) The Contractor shall not discriminate against any employee or applicant for employment in the performance of this Agreement because of race, sex, religion, age, color, national origin, ancestry or disability; and (6) The Contractor shall include similar provisions in any subcontract under this Agreement. (b) The provisions of this section shall not apply to this Agreement if the Contractor: (1) Employs fewer than four employees during the term of this Agreement; or (2) Contracts with the City for cumulatively $5,000 or less during the City's calendar fiscal year. - IN- WITNESS WHEREOF, the parties have caused this Addendum to be signed by their duly authorized representatives on the day and year first above written. SALTUS TECHNOLOGIES, LLC By:f Eric C. Fultz, Presi d CEO 2 ATTEST: By Lieu Ann Elsey, CMC, City derk A`el 1 I101 %CI November 20, 2012 ADDITIONAL SOFTWARE LICENSE AGREEMENT (Per Saline County Sheriff, KS Agreement) Lieutenant Wayne Pruitt Salina Police Department 255 N. Tenth Street Salina, KS 67401 Document #: SALI -12MG Dear Lieutenant Pruitt: New World Systems is pleased to license you additional software per your request. The attached forms (Exhibit AA and Proposal Summary dated 11/20/2012) are to be reviewed and approved by you and /or your authorized representative. They describe the additional software and services you have requested along with the related fees. Other than for the purposes of internal review, we ask that you treat our fees as confidential information. This is due to the competitive nature of our business. The General Terms and Conditions from our original License Agreement with the Saline County Sheriffs Office, Kansas are incorporated and will apply. Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer. We thank you for your continued business with New World Systems. We look forward to working on this project with you. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS® CORPORATION (New World) B ir/YJ Larry D. Lej weber, President Date: 021-11-13 SALINE COUNTY SHERIFF'S OFFICE KS Date: /z' Y- zorZ Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. The "Effective Date" of this Agreement is the latter of the two dates in the above signature block. PRICING VALID FOR 30 DAYS FROM DATE REFERENCED ABOVE. corpora te: 888 West Big Bea mr Road, Suite 600, Troy, Michigan 48084- 4749 248- 269 -1000 www new oddsystehis.com SALI -12A1 G 1120 Saltua Ticket W rater wMobile page 1 s 1 EXHIBIT AA TOTAL COST SUMMARY AND PAYMENT SCHEDULE I. Total Costs Summary: Licensed Standard Software and Implementation Services DESCRIPTION OF COST COST A. LICENSED STANDARD SOFTWARE as further detailed in the Proposal Summary $18,150 B. IMPLEMENTATION AND TRAINING SERVICES as further described in the Proposal 10,800 Summary ONE TIME PROJECT COST: $28,950 C. TRAVEL EXPENSES (Estimate) $1,500 II. Payments for Licensed Standard Software and Implementation Services DESCRIPTION OF PAYMENT COST A. ONE TIME PROJECT PAYMENT: 1. Amount due upon the Effective Date (100 %) $28,950 ONE TIME PROJECT PAYMENT: 28 950 B. TRAVEL EXPENSES (Estimate) $1,500 1. 1 trip is anticipated, to be billed at actual cost for reasonable expenses incurred for airfare, rental car, lodging, tolls, mileage, and daily per diem expenses. All travel costs will be billed weekly for services provided in the previous calendar week. III. Standard Software Maintenance Services $3,872 Standard Software Maintenance Agreement (SSMA) fees for the software listed on the attached proposal will be added to Customer's current SSMA fees and will commence 90 days after delivery of the software; year one cost to be prorated to run concurrently with Customer's existing SSMA. Subsequent year SSMA fees for the above software will be consistent with the SSMA agreement currently in effect. ALL PAYMENTS ARE DUE WITHIN FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE NEW WORLD SYSTEMS' Aegis PUBLIC SAFETY SOFTWARE SALI -12MG 1120 Saltus Ticket Writer wMobile CONFIDENTIAL AND PROPRIETARY Paget SALINA POLICE DEPARTMENT. KS (Per Saline County Sheriff, KS Agreement) Budgetary Proposal Summary November 20, 2012 IMPLEMENTATION SERVICES 1. Fixed Installation Service Fees: - Ticket Writer Interface - 6,000 2. CUSTOM SOFTWAREICUSTOM SOFTWARE INTERFACES (Estimate)' 4,800 Third Party Software Product (Custom Interfaces) - Saltus Ticket Interface (one -way) 4,800 7. TOTALIMPLE -1 ATIONSERVICES F" , "$10,80D Salina Police D,,,, AS 1'roposol S,., an NEW WORLD SYST£MS'Aegis P06LICSAFEA SORWARE SAL -I]AIG 11 ?0 Saline Trtkn wrier NAlobyle CONFIDENTIAL AND PROPRIETARY Page 3 Annual SSMA to begin at the end of the warranty period; year one cost to be prorated to run concurrently with Customer's existing SSMA. (Includes Exhibit A ESRI Integration for the ESRI software that is part of Exhibit A Licensed Standard Software.) 90 -Day Warranty from Date of Delivery No Charge Year 1 SSMA $3,872 1. TRAVEL AND LIVING EXPENSES (Estimate) Estimated 1 trip at $1,500 per trip. $1,500 PRICING VALID FOR 30 DAYS FROM DATE REFERENCED ABOVE. MSP ENDNOTES I Personal Computers must meet the minimum hardware requirements for New World Systems' MSP product. Microsoft Windows XP or later is required for all client machines. Windows 200312008Server and SOL Server 2005/2008 are required for the Application and Database Server(s). - 1 New World Systems' MSP product requires Microsoft Windows 200312008 Server and SOL Server 200512008 including required Client Access Licenses (CALs) for applicable Microsoft products. Servers must meet minimum hardware requirements provided by New World Systems. 9 New World Systems' MSP product requires Microsoft Excel or Windows Search 4.0 for document searching functionality; Microsoft Word is required on the application server for report formatting. 4 New World recommends a 100 /1000MB (GB) Ethernet network for the local area network. Wide area network requirements vary based on system configuration, New World will provide further consultation for this environment. 5 Does not include any required 3rd party hardware or software unless specified in Section C of this proposal. Customer is responsible for any 3rd party support. 6 Prices assume that all software is licensed. I Licensed Software, and third party software embedded therein, if any, will be delivered in a machine readable form to Customer via an agreed upon network connection. Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed. e Travel and expenses are described in Section IIB of Exhibit AA. s Custom interface will be operational with existing third party software. Any subsequent changes to third party applications may require additional services. S.I., Police Depe, KS Proposal Sumnn., NEW' WORLD SYSTEMS'Aegls PUBLIC SAFETYSOFTH ARE SALd IAIG 11201 SWI., I'der 9,11 uAi�,le CONFIDENTIAL AND PROPRIETARY Pnge • • electronic ticketing solution Purchase Agreement for the: Salina Police Department Chief James Hill January 15, 2013 SAVI Us TECHNOLOGIES Prepared by: Cory Box Inside Sales Manager 918.392.3912 907 South Detroit Ave, Suite 820 Tulsa, OK 74120 Submitted in Confidence for the City of Salina Please confirm pricing after 60 days from the above date 0 digiTl�CtiKET� January 15, 2013 James Hill Chief of Police Salina Police Department RE: digiTICKET Agreement Dear Chief Hill, Saltus Technologies is very pleased that the Salina has selected the digiTICKET e- ticketing solution. This purchase agreement is for a 26 unit; 23 laptops and 3 handhelds, solution and expires 60 days from the date above. As previously discussed, digiTICKET can be purchased off of the Kansas Highway Patrol's State Contract (State Contract #35228) with a discount of approximately twenty percent. I am pleased to provide you with this purchase quote for our digiTICKET electronic ticketing solution. This document contains the following information for your review and acceptance: 1. digiTICKET Solution Overview 2. digiTICKET Pricing 3. Scope of the Agreement 4. Software License Agreement S. Software Maintenance and Support Agreement 6. Signature Page 7. Contact Form Please sign the last page of the Software Maintenance and Support Agreement, the Signature page and fill out the Customer Contact Form. Once these pages are executed and returned we will arrange a call between the LT Wayne Pruitt and our Deployment team. On that call we will lay out the deployment process and plan our immediate next steps. If you have any questions about the contents of the agreement please contact me directly. Sincerely, Cory Box 918.392.3912 cory.box@saltustechnologies.com Confidential City of Salina Page 1 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved digiTICKET o ticketing solution 1.0 digiTICKET Solution Overview digiTICKET is a mobile software application that automates the process of writing and processing citations for law enforcement agencies. digiTICKET mobile software can run on handheld computers or laptops /MDCs. The hand -held ticket writers are rugged computers that can be shared among officers. digiTICKET is built on "best of breed" technologies that have been proven in the field for many years. How digiTICKET Works The digiTICKET solution utilizes a rugged handheld mobile computer or handheld scanner connected to a laptop /MDC to scan violator driver licenses, capture vehicle information and assign violations to the violator. Once the tickets have been completed on the handheld or laptop, they are then printed on a mobile thermal printer and provided to the violator. The handheld can capture an electronic signature, photograph, finger print, GPS coordinate and voice notes from the officer. Tickets can be synchronized from the handheld or laptop to the digiTICKET server via a cradle or wireless connection. Once on the digiTICKET server, tickets can be managed and reproduced in PDF format, reports can be generated and ticket data can be electronically moved to the Court and Police Records Management System(s) eliminating manual, redundant data entry. The server application is web based and can be accessed from any PC with an internet /network connection. Scan DL, query NCIC, create Transfer tickets to web Review, edit & create Export ticket data, photos & & print ticket lake photograph & appliption via cradle POF versions of tickets. PDFs to Court or Records rapture signature in field. or wireless. Create reports. Management Systems. n 0>» �] f The primary benefits of digiTICKET include: Improved Officer Safety - More law enforcement officers die in traffic - related incidents than from any other single cause of death. digiTICKET can reduce the amount of time required to issue tickets by more than 50% reducing officer exposure to roadside hazards. Higher Productivity- Officers who utilize electronic ticketing can "free up" more than 50% of their time. This means more patrol time and improved public safety. Increased Revenue by Reducing Ticket Errors - An estimated 5 -10% of all tickets are dismissed due to errors in the ticket writing process. digiTICKET can reduce or eliminate illegible and uncollectable citations. Automate the Ticketing Processes - Agency and court ticket processes rely on officers submitting fully completed tickets within required time frames. digiTICKET helps agencies automate problem areas. Confidential City of Salina Page 2 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved digiTICKET 2.0 digiTICKET PURCHASE PRICE The purchase price for the digiTICKET solution includes hardware, digiTICKET software, implementation services provided by Saltus and hosting fees. This purchase will have ongoing costs associated with software maintenance and support, new equipment when needed, hosting and paper costs. Kansas State Contract pricing is based on a "standard" Kansas configuration. Any non - standard items required will result in an additional charge as described below. Total Software License Fees "units 1 1 $ 22,162.50 Standard Implementation and Training Services *1 1 1 $ 6,0001 $ 6,000.00 Handheld Hardware (scanners, printers, warranties, etc) * *1 3 $ 2,660 $ 7,979.43 Laptop Hardware (printers, eSeek devices, etc) ** 1 23 $ 1,183 $ 27,211.07 Setup of multiple mobile environments (laptop & handheld) 1 $ 2,000 $ 2,000.00 Setup of multiple printed ticket formats (per additional format) 1 $ 1,000 $ 1,000.00 DC -66 Insurance Verification Report+configuration 1 - $ 1,500 $ 1,500.00 Pre - printed Paper Back Setup Fee (OPTIONAL )1 1 $ 500 $ 500.00 Paper Cost (50 roll minimum w/ pre - printed back)) 100 ( $ 11.001 $ 1,100.00 Hosting Services (monthly fee) *l 12 ( $ 501 $ 600.00 Total Purchase Price ons on oaees 8 -9 (: Component "units Fee Totals` ` I Annual Maintenance and Support Fee I 20% I $ 4,432.50 Web Hosting - 12 months 1 12 ( $ 501$ 600.00 Total Annual Recurring Fees:1 $ 5,032.50 Optional Capabilities Component " Units Fee Totals Custom Report(s)l 0 1 $ 5001 $ Ticket customization (non- standa rd) 1 0 1 $ 5001 $ Custom fields on tickets (perfield)) 0 1 $ 2001 $ Custom Development Services (per hour) ( 0 1 $ 1251 $ *Reflects Kansas Contract specific pricing Note: Travel and living expense are pre- approved and billed as actual, not to exceed $500.00 Confidential City of Salina Page 3 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved • • digiTICKET' electronic ticketing solution Explanation of Purchase Fees: Software Licenses Fees: The following components make up the software license fees above: • digiTICKET server software license —1 license required regardless of the number of handheld or mobile client licenses o Includes one RMS or Court System interface (data export) • digiTICKET mobile client licenses —1 license is required for each handheld or laptop /MDC device running digiTICKET • Additional system interfaces — RMS or Court system (data export) Standard Implementation and Training Services: • Services related to configuring, testing, training end users and deploying the digiTICKET solution Hardware: • Includes handheld ticket writers, thermal printers and necessary chargers, cables, warranties, etc. Paper: • Standard deployments include pre - printing the back of the ticket paper with violator instructions. This is an optional item requiring a one -time fee. • Premium thermal paper with high temperature ratings and multi -year life expectancy is required. Paper with pre - printed back requires a minimum purchase of 100 rolls. Hosting: • The server application is web based. Saltus utilizes Rackspace to provide hosting services. Hosting fees are paid annually and are considered part of ongoing maintenance and support fees. o Hosting can be performed by the customer but requires an onsite server and additional implementation services fees. No hosting fees would apply. Recurring Annual Fees: • digiTICKET Maintenance and Support fees are paid annually beginning in year 2 and are a percentage of the total software license fees. o The percentage is greater if the customer hosts the server application. Optional Capabilities: • NCIC /NLETS Lookup Module • Requires additional implementation services. • Requires a real time data connection for each mobile device. • Requires an onsite, dedicated PC or serverto host software used to communicate with the state message switch. Server pricing is not included in this proposal. • If interested in this option, please request additional information from your Saltus sales representative. • Non - standard options require additional setup time and fees per pricing above. Confidential City of Salina Page 4 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved digiTI�CKETM 0 The following detailed pricing was used to determine pricing included in summary on page 3. DETAILED HARDWARE QUOTE Item Name Rugged Handheld Computers Intermec CN50 Rugged Handheld Computer' City Unit Price Total CN50B Wireless Mobile Computer (QWERTY, 3G CDMA, WM6.1, 256, EA11) 3.0 $ 1,278.41 $ 3,835.23 Bronze,5 Day, 3 yr Service Agreement( must be purchased within 30 days of hardware). 3.0 $ 260.18 $ 780.55 Vehicle Power Adapter (cigarette lighter) Handheld Docking Stations Intermec CN50 Quad Dock 3.0 $ 56.59 $ 169.77 4 Bay Multi- Dockwith chargingand Ethernet connection( includes AC adapter and power cord) 1.0 $ 525.35 $ 525.35 Warranty, 4 dock cradle, 3 yr, Bronze ThermalTicket Printers Brother RUgged1et 9030 Bluethooth Thermal Printer ` o RuggedJet 4030 w/ Bluetooth Nit w/ Magnetic Strip Reader -includes printer, 0-ion batter, belt clip, ferrite core 3.0 $ 661.93 $ 1,985.80 USBCable -6' - $ 7.95 $ - RuggedJet4 -3 year extended warranty (standard plus (year) 3.0 $ 27.27 $ 81.82 ACAdapterfor RuggedJet4 and PockeUet6 (Plus)mcludes AC Cable 3.0 $ 37.50 $ 112.50 RuggedJet4 car mount - $ 72.50 $ - RAM 101U Double ball mount - $ 31.18 $ - Genuine Car Mountting Kit- PACM4000for FU-4030, 4040 - $ 72.50 S - Vehicle Power Adapter (cigarette lighter) Carrying Case Taylor Made work board carrying caes for CN50 /MF4Te 3.0 3.0 $ $ 17.05 129.09 $ 51.14 $ 387.27 SUBTOTAL: $ 7,929.42 SHIPPING /HANDLING: S 50.00 TOTAL: $ 7,979.42 Confidential City of Salina Page S Copyright © 2012 Saltus Technologies, LLC All Rights Reserved 0 0 digiTI�CKETTM The following detailed pricing was used to determine pricing included in summary on page 3. DETAILED HARDWARE QUOTE - laptops Item Name Thermal Ticket Printers Brother Rugge Uet 4030 Bluethooth Thermal Printer City Unit Price Total RuggedJet 4030 w /Bluetooth Kit- includes printer,U -ion batter, belt clip, ferrite core 23.0 $ 565.34 $ 13,00214 RuggedJet 4030 w/ Bluetooth Kit w/ Magnetic Strip Reader - includes printer, Li -ion batter, belt clip, ferrite core - $ 661.93 - $ USB Cable -4' 23.0 $ 5.68 $ 130.68 RuggedJet 4- 3 year extended warranty (standard plus l year) 23.0 $ 27.27 $ 627.27 AC Adapter for RuggedJet 4 and Pocketlet 6(Plus) includes AC cable - $ 37.50 $ - RuggedJet 4 car mount - $ 72.50 $ - RAM SOSU Double ball mount - $ 31.18 $ - Genuine Car Mourning Kit - PACM4000 for RJ- 4030,4040 23.0 $ 72.50 $ 1,667.50 Vehicle Power Adapter (cigarette lighter) Scanners eSeek M -250 scanner w /USB - scans 2D barcodes and magentic stripes 23.0 23.0 $ $ 17.05 490.91 $ 392.05 $ 11,290.91 SUBTOTAL: $ 27,111.25 SHIPPING /HANDLING: $ 100.00 TOTAL: $ 27,211.25 Confidential City of Salina Page 6 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved digiTICKET electronic ticketing solution 3.0 Scope of the Agreement As part of this proposal, Saltus will provide the City of Salina with the following: • digiTICKET Software • digiTICKET software license commencing on the first day of the month of deployment with an automatic, annual renewal for up to 60 months at the current listed pricing, provided that the City continuously uses the software, provides constructive feedback, responds to reference inquiries and stays current with annual or monthly software maintenance /licensing fees. • The software license includes L a single web server license which includes access to the administrative website ii. mobile client software licenses for 23 laptops and 3 handhelds. 1. Additional client licenses can be purchase as needed • The software will be provided as -is, configured for the City. This means no new functionality will be developed specifically for the City, unless otherwise agreed upon and included within the pricing section of this agreement. However, the software will be configured specifically for the City. Configuration of software includes items such as: I. Updating the list of violations and bond amounts ii. Updating required fields on the mobiles software iii. Updating web server user permissions iv. Creating 1custom report v. Creating at least one electronic data file export for integration with Court or Records Management System(s). • Hosting services for the digiTICKET web application provided through Rackspace. • Software maintenance provided through periodic release updates to the mobile client and web server software during the 60 month term. • Annual software maintenance and support provided at the rate agreed upon in the pricing section of this agreement. • Implementation Services will be provided to configure and deploy the solution for the City: • Requirements Definition: Saltus will facilitate a workshop with subject matter experts from various customer departments to ensure that the solution is configured specifically the way the customer wants it. • System Configuration: Once all requirements are documented, digiTICKET is then configured to meet the customer's specific needs. This includes the setup of all ordinances, user roles and permissions, printed ticket formatting, mobile client configuration, report development, interface creation and testing, etc. • User Acceptance Testing: Once configured, Saltus will then facilitate a User Acceptance Testing session in a classroom setting with key customer personnel. This session is conducted to ensure that the system is configured as requested by the customer. • Training: digiTICKET is extremely easy to use. Training of each end user typically takes no more than two hours. Saltus' preference is a "Train the Trainer' approach which would include training the trainers as well as providing End User training to the satisfaction of the customer. i. Complete classroom, hands -on training ii. Train the Trainer accommodations for on -going training iii. Includes user manual, classroom materials and tip sheets for users Confidential City of Salina Page 7 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved 0 0 digiTICKET' • Deployment: After training, the solution is deployed and Saltus then provides end user support and system maintenance and updates for the life of the maintenance and Support Agreement • Support L Email Support will be provided at no charge. ii. The City will appoint a Primary Point of Contact (PPC) that will serve as an interface between Saltus and the City. Optional Professional Services If the City requires unique enhancements, integration services to back office systems or custom reports, Saltus has an experienced professional services team to provide assistance. Saltus currently provides these services at $125 per hour. In addition, the City would be responsible for any Travel and Living expenses, which are billed at actual cost and only as pre- approved by the City. Assumptions This proposal assumes the following conditions: • The customer will agree to the digiTICKET'"" End User License Agreement (following). • The customer and Saltus will each appoint a Project Lead for this project. The Project Leads will serve as the Primary Point of Contact for the respective parties. • The customer will appoint an Administrator that will train and provide first level support to the customer users. This person can be the same individual as the PPC if so desired. The customer Administrator will be the single point of contact between Saltus Support Services and the customer. • Changes to project scope can affect time estimates required for implementation and will be mutually agreed to and confirmed in writing. • Saltus may perform User Acceptance Testing and Training activities remotely utilizing webinar and teleconferencing technologies. • Saltus will not provide installation services for vehicle docks or mounts. • The customer will provide a full -time internet connection to facilitate the synchronization of tickets from the ticket writing devices to the digiTICKET server. • The customer agrees to a press release (including quotes provided by key customer officials) which will be approved by the customer. • The customer will work with Saltus to develop a future Case Study to be written (submitted for your approval) at a later date. This case study would detail usage of digiTICKET by the customer. • The customer agrees to serve as a reference for Saltus during the marketing of digiTICKET to future customers. Confidential City of Salina Page 8 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved 0 0 digiTICKET electronic ticketing solution 4.0 digiTICKET Software License Agreement This Software License Agreement ( "SLA ") is a legal agreement between the user ( "Customer ") and Saltus Technologies LLC ( "SALTUS ") for the Saltus software that accompanies this Agreement, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet - based services ( "Software "). Customer agrees to be bound by the terms of this SLA by installing, copying, or otherwise using the Software. If Customer does not agree, do not install, copy or use the Software. 1. GRANT OF LICENSE. SALTUS grants Customer the following rights provided that Customer comply with all terms and conditions of this SLA: a) SALTUS grants to Customer a nonexclusive license to use copies of the Software, provided that for each individual using the Software within Customer's organization, Customer has acquired a separate and valid license for each user device as may be required by SALTUS. b) Customer may make and use an unlimited number of copies of any documentation, provided that such copies shall be used only for Customer's purposes and are not to be republished or distributed (either in hard copy or electronic form) beyond Customer premises. c) Customer may also store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software on computers used by a licensed end user in accordance with Section 1.a. d) Software provided by SALTUS may not be distributed to any individual, third party or entity that exists external to Customers organization or for any purpose other than express and personal use of the Software for Customer. e) Subject to the terms and conditions as specified herein, under the rights obtained from MacroSolve, Inc., and in SALTUS'S license under United States Patent Number 7,822,816, SALTUS grants to Customer during the Term of this SLA a non - exclusive, non - transferable, non - assignable sublicense to use the Software. 2. RESERVATION OF RIGHTS AND OWNERSHIP. SALTUS reserves all rights not expressly granted to Customer in this SLA. The Software is protected by copyright and other intellectual property laws and treaties, SALTUS owns the title, copyright, and other intellectual property rights in the Software. SALTUS is the holder of a perpetual license with the right to grant sublicenses to United States Patent Number 7,822,816 from MacroSolve, Inc. for use with the Software. The Software is licensed, not sold. 3. LIMITATIONS ON DECOMPILATION, AND DISASSEMBLY. Customer may not reverse engineer, decompile, or disassemble any Software provided in compiled or object code form, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 4. NO RENTAL /COMMERCIAL HOSTING. Customer may not rent, lease, lend or provide commercial hosting services with the Software. 5. CONSENT TO USE OF DATA. Customer agrees that SALTUS and its affiliates may collect and use technical information gathered as part of the product support services provided to Customer, if any, related to the Software. SALTUS may use this information solely to improve our products or to provide customized services or technologies to Customer and will not disclose this information in a form that personally identifies Customer. 6. ADDITIONAL SOFTWARE /SERVICES. This SLA applies to updates, supplements and add -on components of the Software that SALTUS may provide to Customer or make available to Customer after the date Customer obtains the initial copy of the Software, unless SALTUS provides other terms along with the update, supplement, add -on component. 7. NOT FOR RESALE SOFTWARE. Software provided by SALTUS may not be sold or otherwise transferred for value, or used for any purpose other than express and personal use of Customer's application of the Software. 8. EXPORT RESTRICTIONS. Customer acknowledges that the Software is subject to U.S. export jurisdiction and agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end -user, end -use, and destination restrictions issued by U.S. and other governments. Confidential City of Salina Page 9 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved digiTIC�KETM 9. SOFTWARE TRANSFER & ASSIGNMENT. All rights to use of Software provided by this Agreement are for the sole use of Customer and may not be transferred, assigned, directly or indirectly without prior written authorization from SALTUS. 10. TERMINATION. Without prejudice to any other rights, SALTUS may terminate this SLA if Customer fails to comply with the terms and conditions of this SLA. In such event, Customer must destroy all copies of the Software and all of its component parts. 11. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALTUS PROVIDES THE SOFTWARE AND SUPPORT SERVICES AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON - INFRINGEMENT WITH REGARD TO THE SOFTWARE. 12. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SALTUS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS SLA, EVEN IN THE EVENT OF THE FAULT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SALTUS, AND EVEN IF SALTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF SALTUS AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS SLA AND CUSTOMER'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES CUSTOMER INCURS IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 14. APPLICABLE LAW. Any contracts or agreements between SALTUS and Customer resulting from this SLA and any other accompanying documents shall be controlled and interpreted in accordance with the laws of the State of Oklahoma and should any conflict arise concerning any terms of such agreements or contracts which results in litigation, the forum for such litigation and the venue thereof shall lie in the District court in and for Saline County, State of Kansas. 15. ENTIRE AGREEMENT; SEVERABILITY. This SLA (including any addendum or amendment to this SLA which is included with the Software) are the entire agreement between Customer and SALTUS relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this SLA. To the extent the terms of any SALTUS policies or programs conflict with the terms of this SLA, the terms of this SLA shall control. If any provision of this SLA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. Confidential City of Salina Page 10 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved 0 0 digiTICKET electronic ticketing solution 5.0 Software Maintenance and Support Agreement This Software Maintenance and Support Agreement ( "Agreement') is made and entered into and effective this 15 January 2013, by and between SALTUS TECHNOLOGIES, LLC, an Oklahoma limited liability company, ( "Saltus ") and the Salina Police Department ( "Licensee "). WHEREAS, Saltus and Licensee have entered into that certain Software License Agreement dated 15 January 2013 (the "License Agreement') pursuant to which Saltus has licensed certain computer software more specifically described in Exhibit A ( "Software "); and WHEREAS, Licensee desires to receive from Saltus, and Saltus desires to provide to Licensee, maintenance and support services for the Software pursuant to the terms and conditions of this Agreement; NOW, THEREFORE, the parties agree as follows: 1. SERVICES. During the term of this Agreement, Saltus agrees to provide maintenance and support services, as described herein, for the Software operating under the license(s) and on the hardware configurations listed in Exhibit A so as to maintain the Software in good working order, keeping the Software free from material defects so that the Software will function properly and in accordance with the accepted level of performance as set forth in the License Agreement. Such maintenance and support shall include (i) diagnosis of problems or performance deficiencies of the Software and (ii) a resolution of the problem or performance deficiencies of the Software. Saltus will provide telephone software support twenty -four (24) hours a day, seven (7) days a week. Saltus will use its best efforts to cure, as described below, reported and reproducible errors in the Software. Saltus utilizes the following four (4) severity levels to categorize and respond to reported problems: Severity 1: Critical Business Impact The impact of the reported problem is such that the Licensee is unable to either use the Software or reasonably continue work using the Software. Saltus will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one (1) hour. Saltus will make best efforts to resolve Severity 1 problems in less than forty -eight (48) hours, but in any event, will engage staff .until an acceptable resolution is achieved. Severity 2: Significant Business Impact Important features of the Software are not working properly and there are no acceptable, alternative solutions. While other areas of the Software are not impacted, the reported problem has created a significant, negative impact on the Licensee's productivity or service level. Saltus will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonably possible, but in any event a response via telephone will be provided within four (4) hours. Saltus will exercise best efforts to resolve Severity 2 problems within five (5) days, but in any event, will engage staff until an acceptable resolution is achieved. Severity 3: Some Business Impact Important features of the Software are not working properly, but an alternative solution is available or non- essential features of the Software are not working properly with no alternative solution. The Licensee impact, regardless of Software usage, is minimal loss of operational functionality or implementation resources. Saltus will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 3 problem as soon as reasonably practical, but in any event a response via telephone will be provided within one (1) day. Saltus will exercise best efforts to resolve Severity 3 problems within one (1) week, but in any event, will engage staff during business hours until an acceptable resolution is achieved. Confidential City of Salina Page 11 Copyright 0 2012 Saltus Technologies, LLC All Rights Reserved i • digieTICKET' Severity 4: Minimal Business Impact A noticeable situation exists in which use of the Software is affected in some way which is reasonably correctable by a documentation change or by a future, regular maintenance release. Saltus will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. With respect to any reported problems, Saltus may, with the concurrence of the Licensee, elect to send senior support or development staff to the Licensee location to accelerate problem resolution. Saltus will be responsible for the costs associated with this escalated problem resolution if the problem is determined to be related to the Software. If it is determined that the problem was not related to the Software, Licensee agrees to pay reasonable travel and lodging expenses in addition to Saltus standard consulting rates. Travel time will be charged at consulting rates. 2. MAINTENANCE. During the term of this Agreement, Saltus will maintain the Software by providing software updates and enhancements to Licensee as the same are offered by Saltus to its licensees of the Software under maintenance generally ( "Updates'). All Updates and enhancements provided to Licensee by Saltus pursuant to the terms of this Agreement shall be subject to the terms and conditions of the License Agreement between the parties. Updates will be provided on an as- available basis. Updates will be provided in machine - readable format and updates to related documentation will be provided electronically. All such deliveries shall be made electronically to the handheld computers automatically during a sync process or as initiated by Saltus support staff using remote device management tools. All such deliveries for the laptop computers shall be made automatically during a sync process or as coordinated by Saltus and Licensee support staff. If requested, Saltus will provide on -site assistance in the installation of Updates on a time and materials charge basis, plus expenses. Saltus assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of the Software if the Licensee has made changes to the system hardware /software configuration or modifications to any supplied source code which changes effect the performance of the Software and were made without prior notification and written approval by Saltus. Saltus assumes no responsibility for the operation or performance of any Licensee - written or third -party application. 3. WARRANTY. Saltus will undertake all reasonable efforts to provide technical assistance under this Agreement and to rectify or provide solutions to problems where the Software does not function as described in the Software documentation, but Saltus does no guarantee that the problems will be solved or that any item will be error -free. This Agreement is only applicable to the Software running under the certified environments specified in the release notes for that product. Saltus will provide the Licensee with substantially the same level of service throughout the term of this Agreement. Saltus may from time to time, however, discontinue Software products or versions and stop supporting Software products or versions one year after discontinuance, or otherwise discontinue support service. THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO LICENSEE OR ANY THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE. EXCEPT AS PROVIDED ABOVE, THE SERVICES AND MAINTENANCE ARE PROVIDED "AS IS ". Saltus is not liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage), even if foreseeable or if Licensee has advised of such a claim. Saltus liability shall not exceed the fees that Licensee has paid under this Agreement. Licensee agrees that the pricing for the services would be substantially higher but for these limitations. 4. ACCESS. Software maintenance and support services are conditioned upon provision by Licensee to Saltus of reasonably appropriate access to the system(s) running the Software, including, but not limited to, passwords, system data, file transfer capabilities, and remote log -in- capabilities. Saltus will maintain security of the system and use such access only for the purposes of this Agreement and will comply with Licensee standard security procedures. Information accessed by Saltus agents or employees as a result of accessing Licensee system shall be deemed confidential information pursuant to the terms of the License Agreement. Licensee shall provide Saltus Confidential City of Salina Page 12 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved 9 0 digiTICKET electronic ticketing solution with internet access to the system(s) running the Software and a Primary Point of Contact at the Licensee site to coordinate Support efforts with Saltus staff. S. FEES. Fees for maintenance and support services provided under this Agreement are contained in Exhibit -B. Any time a client license or software module is added or deleted from Exhibit A, Saltus will automatically adjust and /or amend Exhibit A and Exhibit B accordingly. Saltus will periodically review all sections in Exhibit A. If changes have occurred, Saltus will adjust and /or amend Exhibit A and Exhibit B and fees will be adjusted accordingly. Rates will be reviewed and adjusted accordingly when client licenses or software modules are added. Licensee agrees to reimburse Saltus for reasonable expenses related to the performance of services. Expenses may include, but are not limited to, charges for materials, freight, travel (including lodging and associated expenses), printing and documentation, and other out -of- pocket expenses reasonably required for performance. Expenses will be pre- approved by Licensee. 6. PAYMENT. Fees will be invoiced annually, thirty (30) days in advance of the year. Expenses will be invoiced as actual and when incurred. All invoices are payable net 20 days. 7. TERM AND TERMINATION, The term of this Agreement shall be for one (1) year and, thereafter, for renewal terms on a year -to -year basis until terminated (i) by Licensee in the event the Software is taken out of service and upon sixty (60) days' notice to Saltus; (ii) by either party upon sixty (60) days' notice prior to the expiration of the original one (1) year or any subsequent one (1) year renewal term; (iii) by either party upon a default of the other party, such default remaining uncured for thirty (30) days from the date of written notice from the non - defaulting party to the other specifying such default; (iv) upon the bankruptcy or insolvency of Saltus; or (v) the License Agreement is terminated. Upon such termination, Saltus shall refund to Licensee a portion of the fee prorated to reflect the date of termination and neither Saltus nor Licensee shall have any further obligations hereunder. 7. GENERAL. Each party acknowledges that it is bound by the terms of this Agreement and further agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other Agreement with respect to software maintenance and support, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by a written instrument duly executed by both parties. This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of Oklahoma. Any and all proceedings relating to the subject matter hereof shall be maintained in the state or federal courts of Saline County, Kansas, which courts shall have exclusive jurisdiction for such purpose. Each of the parties waives any objection to venue or in personam jurisdiction. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. Neither party may assign, without the prior written consent of the other, its rights, duties or obligations under this Agreement to any other person or entity, in whole or in part. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. IN WITNESS WHEREOF, each party has caused a counterpart of the original of this Agreement to be executed as of the date first written above by its duly authorized representative. Saltus Technologies, LLC By: Name: Eric C. Fultz Title: President /CEO Confidential City of Salina Copyright 0 2012 Saltus Technologies, LLC All Rights Reserved City o a B. Name: it(_Wii. �tVlifl(�j Title: M"Dtr Page 13 0 digiTICKET 6.0 Signature Document Terms Total charges for software, hardware and services provided under this agreement are $70,053.00 1. Upon execution of this document. Saltus will invoice for $53.171.75 a. 50% of the software license fees ($11,081.25) b. 50% of all services fees ($5,800.00) c. All hardware and paper fees ($36,290.50) 2. Upon deployment of the solution. Saltus will invoice the City of Salina for the balance of all software, setup services and hosting ($16,881.25) Payment terms are NET 15. By signing and returning this document you are signifying the acceptance of the Agreement and the terms and conditions as outlined above. This Agreement can only be modified when both parties agree in writing. Agre By: Nprma n N • 7er>ni nqs Agreed to: Saltus Technologies, LLC By: Name: Name: Title: f4 Of SA.itn&- Title:_ Date: — i —13 Date: Confidential City of Salina Page 14 Copyright 0 2012 Saltus Technologies, LLC All Rights Reserved digiTICKET' electronic ticketing solution 7.0 Customer Contact Information PO Number: PD -210 Tax Exempt Status /Certificate Number: KSS2K2RL00 Primary Contact: Name: LT Wayne Pruitt Address:255 N. 10th City: Sal i na State KS Zip 67401 Phone: 785 - 826 -7210 Email: wayne.pruitt @salina.org Billing Contact: Name: Ann Haden Address:255 N. 10th City: Salina State KS Zip67401 Phone: 785- 826 -7210 Email: ann.haden @salina.org Confidential City of Salina Page 15 Copyright © 2012 Saltus Technologies, LLC All Rights Reserved