HomeMy WebLinkAboutExhibit 1Advanced Public Safety, Inc.
Suite 204
500 Fairway Drive
Deerfield Beach, FL 33441
ADVANCED PU3LISAFETY
TrIn,6ac Cameo!,
Bill To
City of Miami
Finance - General Accounting
444 SW 2nd Ave, 6th Floor
Miami, FL 33130
invoice
Date
Invoice #
11/5/2009
7196
Terms
Due on receipt
Description
Qty
Rate
Amount
Annual Maintenance
For the Period 01/01/10-12/3 1/10
Covers:
4 SmartExport
1 Virtual Partner Engine
527 QuickTicket
2 SmartNumber
10 PocketCitation
527 QuickVoice
Original PO# 77208
Less Amount for Undelivered 1 SmartExport
Less Amount for 527 licenses of QuickTicket ( software not
used)
1
1
1
62,360.00
-1,350.00
-21,343.50
62,360.00
-1,350.00
-21,343.50
PLEASE NOTE OUR NEW REMIT TO .ADDRESS :
Advanced Public Safety, Inc
PO Box 535208
Atlanta , GA 30353-5208
Wire Instructions: Wells Fargo Bank
ABA# 121000248 Account# 412-1360267
Total
Phone #
Fax #
E-mail
Web Site
954-354-3000 x216
954-354-3001
barbarag@aps.us
www.aps.us
Page 1
Advanced Public Safety, Inc.
Suite 204
500 Fairway Drive
Deerfield Beach, FL 33441
ADVANCED. PUBLIC SAFETY
h Trimbit Crnear
Bill To
City of Miami
Finance - General Accounting
444 SW 2nd Ave, 6th Floor
Miami, FL 33130
h (L I l r
nvo ce
Date
Invoice #
11/5/2009
7196
Terms
Due on receipt
Description
Qty
Rate
Amount
The total for the invoice ( $39,666.50) covers the following
software:
3 SmartExports / 1 Virtual Partner Engine/ 2 SmartNumber/
10 PocketCitation and 527 QuickVoice
PLEASE NOTE OUR NEW REMIT TO ADDRESS :
Advanced Public Safety, Inc
PO Box 535208
Atlanta , GA 30353-5208
Wire Instructions: Wells Fargo Bank
ABA# 121000248 Account# 412-1360267
Total
$39,666.50
Phone #
Fax #
E-mail
Web Site
954-354-3000 x216
954-354-3001
barbarag@aps.us
www.aps.us
Page 2
APS Support and Maintenance Services agreement
This Support and Maintenance Agreement ("Agreement"), effective as of the date last
signed ("Effective Date"), is entered into by and between City of Miami, ("Customer"),
with its principal location at 444 SW 2" d Ave. l 0°' Floor. Miami_ Florida 33130 and
Advanced Public Safety; Inc. ("APS") a for -profit Florida corporation, with its address at
500 Fairway Drive, Suite 204 Deerfield Beach, FL 33441 and is related to and is
incorporated with that certain End User License Agreement entered into between the
parties or the embedded End User License Agreement accepted by the Customer (the
"EULA"). Capitalized terms not defined in this Agreement shall have the same meanings
as in the EULA, and any terms or conditions not included shall be incorporated by
reference from the FULA.
1. General. APS shall make Software Support and Maintenance services as
described below ("Software Support and Maintenance") available for purchase by
Customer at an amount of S39.666.50 for 2010, and 541.016.50 for 2011. The
first year of purchased Software Support and Maintenance will begin following
written or deemed acceptance of the Software by Customer (as "acceptance" is
determined under the Project Summary associated with Customer's purchase).
Each 12-month period during which Customer purchases Software Support and
Maintenance is a "Support Service Teim."
2. Purchase and Renewal. Software Support and Maintenance will cover
Customer's Software for each Support Service Teilu, subject to APS's end of life
policy as set out below and subject to Customer having Software Support and
Maintenance in force continuously from the date Software is first accepted by
Customer. APS will send Customer an invoice for the renewal price for Software
Support and Maintenance approximately 30 - 60 days prior to each anniversary
date of the acceptance of the Software. Customer must pay the invoice amount to
APS within 30 days of the invoice date in order not to lose continuity in Software
Support and Maintenance.
a. Customer has no obligation to purchase Software Support and
Maintenance after the first year and will retain all license rights granted
under the EULA if Software Support and Maintenance is not purchased.
If Customer decides not to purchase Software Support and Maintenance
for any year or fails to remit the Software Support and Maintenance fees
required in response to an APS invoice, APS will have no duty to provide
Software Support and Maintenance to Customer.
b. Notwithstanding the above, Customer must have Software Support and
Maintenance in place to use or have access to ReportBeam, SkyView
and/or any other hosted or web -based software and / or services. If
Customer does not purchase Software Support and Maintenance,
Customer will no longer have access to such software and / or services.
Any work required for reconfiguration of other Software required because
of Customer's loss of access to APS-hosted or web -based software will be
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performed by APS only under a new written agreement signed by
Customer and APS.
3. Eligibility for Support. To be eligible to receive Software Support and
Maintenance, Customer must have a valid license to the Software currently in
effect, and Customer must have paid all charges and fees due and payable under
this Agreement and associated purchase order(s), including, without Iimitation,
the Software Support and Maintenance fee (at the rates then currently in effect)
for the applicable Support Service Term.
4. Support and Maintenance Services. Software Support and Maintenance
includes:
a. Hosting of and providing access to any APS-hosted or web -based software
purchased by Customer.
b. Telephone support for general support issues is provided between the
hours of 8 a.m. and 8 p.m., Eastern Time, Monday through Friday,
holidays excepted. Support will be provided 24 hours per day, seven (7)
days per week for emergencies. The telephone number to reach APS
support is 1-954-354-3000.
c. Web -enabled troubleshooting and FAQ customer service are provided
online at http://www.ans.us/support using the support key PIN provided to
Customer upon Software acceptance. APS also provides e-mail support at
support: x:aps.us.
d. APS will support Customer moves from one mobile data client to any
other mobile data client that is compatible with the Software at any time
with no additional costs.
e. APS will update the Software to include mandated law changes, such as
changes in fines and penalties or the addition o_fnew violations, and may
make other reasonable changes (e.g. modification of drop down menus)
that specifically impact the Customer's licensed use of the Software and
its existing forms. Additional charges may apply if Customer requests
substantial modifications or new foiirts,, and such work will be performed
under a separate written agreement. Customer must notify APS of ail law
or other changes requested, and must provide all data necessary to make
such changes.
f. APS will use reasonable efforts to correct verifiable and reproducible
software errors in the covered Software When reported to APS. If an error •
exists, Customer (or end -user) must provide APS with information
sufficient for APS to duplicate the circumstances under which the error in
1e Software became apparent: If Customer identifies a.Software error
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that APS cannot duplicate, APS will make a reasonable effort to determine
the cause.
APS may from time to time issue fixes or revisions of the Software for
release to its customers generally ("New Releases"). Most releases of
Software modules are based on customer- requests or new state
specifications. If there are more general Software updates, these are
released periodically. As part of purchased Software Support and
Maintenance, APS will provide Customer with one (1) copy of each
applicable New Release at no additional charge. APS shall provide
reasonable assistance to help Customer install and operate each New
Release; provided however, that if such assistance is to be furnished at a
Customer facility, Customer shall pay supplemental charges of $1,000 per
day, or such other price as APS may charge for such services from time to
time, for each dedicated APS personnel on site at the applicable premises.
Every New Release is subject to the same license terms as are set forth in
the EULA for the original version of that Software.
h. APS will also provide upgrade release notes documentation in an
electronic format for the Software as such documentation becomes
available and release notes as the releases occur.
APS may; at its sole discretion, certify Software compatibility with
additional operating systems as APS determines these operating systems
are acceptable platforms for the use of the Software.
5. Third Party Software. Software Support and Maintenance does not include the
cost of any upgrades or changes to third party software. Customer is not required
to upgrade third party software such as operating, systems or database software
unless failing to perform such an upgrade results in application errors in the
Software.
6. Reservation of Rights. APS reserves the right from time to time to change the
Software Support and Maintenance offerings that APS generally makes available
and the specific services provided in those offerings. APS reserves the right to
increase/decrease pricing at an amount not to exceed 3% per year for Software
Support and Maintenance.
7. End of Life. APS may treat any Software licensed under this Agreement as
having an end of life any time upon three -months' notice. Customer
acknowledges that no Software Support and Maintenance will be available for
any Software that is treated as being at its end of life.
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8. Insurance Requirements. APS shall provide to the Customer, Certificates of
Insurance which indicate that insurance coverage has been obtained which meets
the requirements as outlined below:
. Errors & Ommissions: $1,000,000 per Claim
S1,000,000 Policy Aggregate
The above policies shall provide the Cir . of Miami with written notice of
cancellation or material chance .from the insurer in accordance Ti;ith police
provisions.
Insurance Company must be authorized to do business in the State of Florida and
shall have the following. qualifications:
The company must be rated no less than "A-" as to Management, and no
less than "Class V" as to Financial Strength, by the latest edition of Best's
Insurance Guide, published by A.M. Best Company; Oldwick, New Jersey
or its equivalent.
All policies and/or certificates of insurance are subject to be reviewed and verified
by the Customer's Department of Risk Management prior to insurance approval.
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IN WITNESS WHEREOF_ the parties hereto have caused this Agreement to be
executed as of Effective Date:
ATTEST:
Sinn:
"APS"
Advanced Public Safety, Inc.
Si an:
By: By: Jack Sinev
Title: Corporate Secretary Title:
Date:
ATTEST: "CUSTOMER"
City of Miami
Sign: Sian:
Priscilla A. Thompson, City Clerk
By: Joluinv Martinez. P.E.
Title: City Manager
Date:
APPROVED AS TO LEGAL FORM AND APPROVED AS TO J} SURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Calvin Ellis
Risk Manaeement Director
APS Suppoo & Maintenance Agreement Page 5 of 6
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CORPORATE RESOLUTION
WHEREAS, desires to enter into an
agreement with the City of Miami for the purpose of performing the work described in
the contract to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has
considered the matter in accordance with the By -Laws of the corporation;
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
that the , is hereby
authorized and instructed to enter into a contract, in the name and on behalf of this
corporation, with the City of Miami upon the terms contained in the proposed contract to
which this resolution is attached and to execute the corresponding performance bond.
DATED this
day of , 2011.
Chairperson of the Board of Directors
Corporate Secretary
(Corporate Seal)
APS Support & Maintenance .Agreement
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