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AG 14-129RETURN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: New Dawn Court Case Management System 6. NAME OF CONTRACTOR: New Dawn Technologies, Inc. ADDRESS: 843 South 100 West TELEPHONE 1-877- 587 -8927 E -MAIL: Dharris @newdawn.com FAX: 1- 801 - 760 -3407 SIGNATURE NAME: Jon Peek TITLE President 7. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES A COMPENSATION A INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 12/31/2015 9. TOTAL COMPENSATION $ $238,085.85 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $ Included in above amount IS SALES TAX OWED [EYES ❑ NO IF YES, $ 20,655.85 PAID BY. ❑ CONTRACTOR A CITY 11 PURCHASING: PLEASE CHARGE TO: 502 - 1100 - 049 - 518 -88 -643 10. DOCUMENT /CONTRACT REVIEW INITI L /DAT VIEWED INITIAL /DATE APPROVED ,)�- PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 'v/ COUNCIL APPROVAL DATE: V� 12. CONTRACT SIGNATURE ROUTING ,ir SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:_ ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED ❑ LAW DEPARTMENT �i' ❑' IGNATORY (MAYOR OR DIRECTOR) �/J� /��l y lit ITY CLERK ASSIGNED AG# AG# — ed SIGNED COPY RETURNED DATE SENT: 2-0 COMMENTS: 11/9 COUNCIL MEETING DATE: August 12n' 2014 ITEM #: lY lA ............................................ ............................................................ ................................................... ... ...... .............................. .. ....................... ................................................ .... ..................... ..... ... ......................................................... ........... ........................................................................................................................... CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: NEW DAWN COURT CASE MANAGEMENT SYSTEM POLICY QUESTION: Should the City of Federal Way enter into a Goods and Services Agreement with New Dawn Technologies, Inc.? COMMITTEE: N/A MEETING DATE: N/A CATEGORY: ❑ Consent ❑ Ordinance ❑ Public Hearing ® City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Thomas Fichtner, IT Manager DEPT: Information Technology . . . ............................................... . . . . . . . . . .... ... .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............................................. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....... . . . . . . ............................... . Attachments: 1. Background Information including the objective, brief overview, cost and timeframe. 2. Goods and Services Agreement. Options Considered: 1. Approve the Mayor's recommendation. 2. Modify the Mayor's recommendation. 3. Deny approval of the Mayor's recommendation and provide staff with further direction. MAYOR'S RECOMMENDATION: Mayor recommends approving the Goods and Services agreement with New Dawn Technologies, Inc. and gpthorize the Mayor to sign said agreement. 171-1 MAYOR APPROVAL: Q� IRECTOR APPROVAL: C.d,ml ee Co ncil r� > Ini 1 CHIEF OF STAFF: y/ ✓ Committee Council COMMITTEE RECOMMENDATION: N/A Dini Duclos, Bob Celski, Martin Moore, Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the Goods and Services Agreement with New Dawn Technologies, Inc., and authorize the Mayor to sign said agreement. " (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) UNCIL ACTIO i APPROVED 1�� COUNCIL BILL # ❑ DENIED 1ST reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 08/12/2010 RESOLUTION # New Dawn JustWare Case Management System — Background Information Objective To streamline workflow for the Court, Prosecution, and Public Defenders by making all data available via a single online system, while continuing to protect privileged data. This streamlined, paperless process will directly improve the video court process between Public Defenders and Defendants at the SCORE Jail and the City Prosecutors and Judges at the FW Municipal Court. In addition, managing caseload tracking and reporting as well as interfacing to the Police Spillman system will allow for a reduction in duplicative manual data entry by automating data importing into the JustWare system. Overview The New Dawn JustWare case management system is an electronic database driven system specifically designed for managing cases for Prosecution, Public Defense, and Courts. Unlike other systems which provide document automation or records management, JustWare is customizable for each aspect of business and is designed to be fluid and adaptable as business rules and laws change. JustWare is also capable of generating legal documents based off of templates which will drastically increase the efficiency of court staff during hearings. Reporting also helps track caseload and statistics to effectively deliver services. For reference, the City of Spokane has gone live with JustWare for their Prosecution, Probation, and Public Defender and Court. In addition, the Snohomish County District Attorney's office has selected JustWare for their system. New Dawn was founded by ex- Spillman employees, which will make integration with our Police Spillman records management system substantially easier. Cost $37,999.00 $136,930.00 $26,240.00 $15,179.77 $220,280.06 $16,261.00 $1,544.80 $17,805.80 Funding Sources -1 -Time Capital expenditure for software and licensing 31 licenses for JustWare, API, JusticeWeb, 4 document authoring licenses, 15 imaging licenses - Professional Services including the initial planning, training, configuration, go- live, and closing phases. API development for Spillman interface also included. 15% Contingency — if needed - Sales Tax - Grand Total 1 -Time cost for software and development - Annual M &O for Year 1 - Sales Tax - Grand Total Annual M &O for Year 1 The funding for this project was approved as part of the 2013 Year -End Budget Adjustment. The funding for this project is largly sourced from the Comcast Unrestricted Technology fund, as well as $53,000 in grand from the Office of Public Defense and the Police Justice Assistance Grant (JAG). Timeframe This project is large in nature and will be impacting several departments, including Municipal Court, Prosecution, Police, and the Public Defender. Due to the magnitude of configuring the business rules and documents /forms and other structures, this project is slated to begin in August of 2014 and Go Live and be signed off in April of 2015. CITY OF CITY HALL 33325 W-- ay Feder 8th Avenue South Federal Federal Way, WA 98003 -6325 (253) 835 -7000 mm. clryoffederahvay. com GOODS AND SERVICES AGREEMENT FOR NEW DAWN COURT CASE MANAGEMENT SYSTEM This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation and Federal Way Municipal Court ( "City "), and New Dawn Technologies, INC., a Utah Company ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: NEW DAWN TECHONOLOGIES, INC. Derek Harris 843 South 100 West Logan, Utah 84321 877 -587 -8927 (telephone) 801 - 760- 3407(facsimile) com The Parties agree as follows: CITY OF FEDERAL WAY: Thomas Fichtner 33325 81h Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2547 (telephone) (253) 253- 835 -2509 (facsimile) .com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2015 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, pursuant to the direction of the City or its designees. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the generally recognized industry standards for similar services at the time those services are performed. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work in accordance with Exhibit "D ": LICENSE AND SUPPORT AGREEMENTS. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. GOODS AND SERVICES AGREEMENT - 1 - 4/2011 CITY of CITY HALL Federal 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and /or the City may deduct its costs from any remaining payments due to the Contractor. 2.5 System Requirements. The City agrees to provide the Contractor the necessary computer, server, and network systems as specifically described in Exhibit `B ", attached hereto and incorporated by this reference ( "System Requirements "), in order for the Contractor to perform the Work. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 13 and such may result in ineligibility for further City agreements, provided that (i) the City first notifies the Contractor of such failure to perform under the contract, (ii) the City provides the Contractor with fifteen (15) days to cure the deficiency, and (iii) following such fifteen (15) day period, the Contractor has failed to cure the deficiency. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit 'B ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B ", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City in its reasonable discretion, provided that (i) the City first notifies the Contractor of its determination that the work does not meet the requirements of the Agreement, (ii) the City provides the Contractor with fifteen (15) days to cure the deficiency, and (iii) following such fifteen (15) day period, the City determines that the work still does not meet the requirements of the Agreement. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any Additional Costs incurred by the City. "Additional Costs" shall mean all reasonable and necessary costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these Additional Costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non - Appropriation of Funds. If sufficient fiords are not appropriated or allocated for payment under this Agreement for any fixture fiscal period, provided that the City has made a reasonable effort to secure such finds, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which finds are allocated. In the event of such termination, the City shall remit payment to the Contractor for all deliverables delivered and services rendered in a reasonably satisfactory manner. No penalty or expense shall accrue to the City in the event this provision applies. GOODS AND SERVICES AGREEMENT - 2 - 4/2011 CITY of CITY HALL 33325 Fe ■ I 8th Avenue South Feder iry� Federal Way, WA 98003 -6325 (253) 835 -7000 t mw. cityoffederalway. com 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement to the extent caused by the negligence or willful misconduct of Contractor and /or its agents, employees, representatives, assigns, or subcontractors, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each subcontractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Control of Defense. All indemnification obligations under this Agreement are conditioned upon (i) written notice given by the indemnified party to the indemnifying party promptly after the indemnified party becomes aware of any claim for which indemnification is sought, (ii) tender of control over the defense and settlement of such claim to the indemnifying party (provided, that indemnifying party may not enter into a settlement adversely affecting indemnified party's interests without indemnified party's consent), and (iii) the provision of such reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. 5.5 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. LIMITATION OF LIABILITY. In no event will either party be liable for any special, incidental, or consequential, or damages of any ]rind arising fi-om or relating to this Agreement, even if such party knew or should have known of the possibility of such damages. In addition, Contractor shall not be liable to the City for any damages arising from or relating to this Agreement exceeding the total of payments made by the City to Contractor under this Agreement, up to five hundred thousand dollars ($500,000), even if Contractor knew or should have known of the possibility of such damages. GOODS AND SERVICES AGREEMENT -3 - 4/2011 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. atyo(federalway. com 7. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 7.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products- completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate; b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; and C. Automobile liability insurance covering all non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 7.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 7.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 7.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 8. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 9. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced by Contractor while performing the Work shall belong to the City upon delivery. The Contractor will retain ownership in its pre- existing proprietary materials, which will be licensed to the City pursuant to a software license agreement. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. Notwithstanding this Section 9, the City grants to Contractor a perpetual, non- exclusive license to use, reproduce, distribute, modify, perform, and display any such work product for purposes of incorporating such work product and intellectual property into products prepared for other customers. 10. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all firnds paid pursuant GOODS AND SERVICES AGREEMENT - 4 - 4/2011 =�%CITY OF CITY HALL 4 33325 Federal y Feder 81h Avenue South � Federal Way, WA 98003 -6325 (253) 835 -7000 mm..0yoffederalway com to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement to the extent such records relate to the Work. 11. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 11.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. 11.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 11.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 12. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 13. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. GOODS AND SERVICES AGREEMENT -5 - 4/2011 CITY of CITY HALL Federal 8th Avenue South Feder Way al Way, WA 98003 -6325 (253) 835 -7000 mviv. crtyoffederahvay. con? 14. GENERAL PROVISIONS. 14.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in fiill force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 14.2 Assigmnent and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party ; provided, however, that a transfer of corporate control to, merger with, sale of substantially all or part of the Contractor's assets to a wholly owned subsidiary of Daily Journal Corporation shall not be deemed a transfer or assignment under this Section 14.2. Notwithstanding the foregoing, Contractor may subcontract this Agreement without the prior written consent of the City. If the non - assigning party gives its consent to any assignment or if the Contractor subcontracts this Agreement, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 14.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 14.4 Enforcement. 14.4.1 Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. 14.4.2 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 14.4.3 Remedies and Waivers. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. GOODS AND SERVICES AGREEMENT - 6 - 4/2011 CITY of CITY HALL 33325 Federal ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. atyoffederal way. corn 14.4.4 Governing Law. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement via the resolution procedures outlined in Section 14.4.4.5, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the United States District Court for the Western District of Washington, to the extent the court has_ or can acquire jurisdiction, unless the parties agree in writing to an alternative process. Each party consents to the personal jurisdiction of such court in the United States Western District of Washington and waives any objection that such court is an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 14.4.5 Dispute Resolution 14.4.5.1 Resolution by Meeting. Before pursuing other means of dispute resolution, the Parties shall attempt to resolve amicably any dispute arising out of or relating to this Agreement by meeting with each other within thirty (30) calendar days after written notice of a dispute is delivered from one party to the other party. Subsequent meetings may be held upon mutual agreement of the Parties. 14.4.5.2 Mediation of the Dispute. If the dispute is not resolved within sixty (60) calendar days of commencement of such meetings, the parties shall submit their dispute, in good faith, to mediation by an organization or company specializing in providing neutral, third -party mediators. The mediation shall be conducted in English and shall be held in King County, Washington, or such other location as mutually agreed by the parties within sixty (60) calendar days of the date the dispute is submitted to mediation, unless the parties mutually agree on a later date. 14.4.5.3 Jury Trial Waiver. City hereby waives its rights to trial by jury of any cause of action, claim, counterclaim or cross- complaint in any action, proceeding and /or hearing brought by either City against Contractor or Contractor against City on any matter whatsoever arising out of, or in any way connected with, the license agreement, the products, this agreement or any claim or the enforcement of any claim or the enforcement of any remedy under any law now or hereafter in effect. The provisions of this section 14 shall survive the expiration or earlier termination of this agreement. 14.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such countet3rart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 4/2011 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway. corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY FEDERAL WAY UNICIPAL COURT V,7& , Jim Ferrell, Mayor Judge David A. Larson, Presiding Judge DATE: e% f Y ATTEST: (2A City lerk NEW DAWN TECHNOLOGIES, INC. By: Lak Jon k; President DATE: C) + V STATE OF ) ss. COUNTY OF . ,L.t > .: ) DATE: , Amy Jo Pearsall On this day personally appeared before me Jon Peek, to me known to be the President of New Dawn Technologies, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this ` J, day of , 1 72014. Notary's signature Notary's printed name DONNA GREENE Notary Public in and for the State of [(011 s �ooYY e/u►AH My commission expires _.,; F -P LOGAN, Ur �1 COMMISSION N0.604M COMM. EXP. 02/07 /12 5 GOODS AND SERVICES AGREEMENT - 8 - 4/2011 CITY OF CITY HALL 33325 Federal ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mm otyoffederalway. corn EXHIBIT "A" SERVICES The Contractor shall do or provide the following: A. Initiating Phase The objective of the Initiating Phase is setup, gather or construct the necessary inputs, systems and tools for the Planning and Executing phases of the project. Contractor ( "New Dawn ") Deliverables: • Software License keys • Deliver Implementation Quick -start Workbooks • Installation of New Dawn developed software B. Planning Phase The objective of this phase is to ensure the appropriate project documents, plans, and resource allocations are in place for the remainder of the project. Your project team will work with the New Dawn team to create a baseline project plan which will identify necessary tasks, assign resources, and set a timeline for implementing the system. New Dawn Deliverables: • Project Plan Template • Onsite Planning Consultation(s) • Onsite consultation(s) to work with the City ( "Customer ") project manager to work through the planning process and work to complete the baseline implementation plan. During this time the New Dawn Team and the Customer team will review the implementation goals and create a schedule for the trainings, configurations, and other work necessary to achieve go live on the JustWare system in the Customer office(s). C. Spillman Interface Development Phase New Dawn is utilizing sub - contract resources, FivePoint Solutions, for the completion of the Spillman Technologies interface. SUMMARY: Using the New Dawn JustWare API, FivePoint Solutions will create a one -way interface for data exchange between the Spillman RMS (Federal Way Washington) and New Dawn's JustWare I Federal Way Washington Court case management solution. Consideration will be given to the existing SECTOR interface for data exchange. During this phase all custom elements that are included in the contract and required for Go -Live will be developed, tested, and delivered. Every item in this phase requires an individual scope statement. The Custom Development Phase for the Inbound Data Exchange from Spillman shall not exceed 180 calendar days, beginning with the signing date of the Notice to Proceed. This Statement of Work sets forth the roles and responsibilities, assumptions, scope, constraints and an estimated schedule that will govern the data exchange project detailed below. The content of this document is intended to provide framework for the data exchange project processes, to ensure mutual understanding, clear expectations and successful results. GOODS AND SERVICES AGREEMENT - 9 - 4/2011 CITY OF Federal CITY HALL �� 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 untnv at yoffederaAvay. com Assumptions and Constraints; the Parties understand the following: • FivePoint Solutions assumes all software and hardware costs are already accounted for including New Dawns API as well as Spillman's )34L interface. Should any additional hardware or software be required for the interface to function properly, FivePoint Solutions will not be responsible for acquiring any additional hardware or software • FivePoint will perform all work remotely from FivePoint Solutions' location. Cost includes one year of support for any bug fixes to bring the solution in line with the field mapping document rules. Federal Way will have to negotiate a support contract directly with FivePoint Solutions for ongoing interface support. • Additional interfaces enhancements are not covered in this statement of work and any additional requirements will require additional costs. • New Dawn will merely provide support on JustWare API questions and will assist FivePoint Solutions on JustWare AP support questions. Federal Way will contact FivePoint Solutions directly for support requests. • With any data exchange, duplicate entries may exist and any new entries may duplicate existing data. The success of the interchange depends heavily on the quality of the data being received. 100% elimination of duplicates is not guaranteed • Federal Way will provide a primary point of contact to review the application and be available to answer any questions. • The data schema provided for development and the final interface must match exactly. Any changes made once development has begun will be subject to a change request. • FivePoint Solutions will assist Federal Way in installing and loading the interface code • It is assumed that both systems are available on the same network • It is assumed that a windows based computer is available at Federal Way to install the data exchange • Once project is complete, FivePoint Solutions will deliver a copy of the source code to Federal Way. Should any additional enhancements, upgrades, or customizations be required by the Court, FivePoint Solutions can provide a quote for those services. • No data cleansing will be provided by FivePoint Solutions. • A project schedule will be jointly developed and mutually agreed to during the initiation of this project • Work performed under this Statement of Work is under warranty by FivePoint Solutions for thirty (365) days following delivery of the data interchange code. Errors or omissions in converted data that result from interchange process included with the In Scope Service below are covered by this warranty. Any changes to source data, database, API or additional data elements not originally agreed to in the field mappings are not covered under this warranty. Estimated I(ey project milestones: Milestone Responsibility Sign off Notice to Proceed for Inbound Data Exchat7 e from Spillmon Federal Way Sign off Notice to Proceed for Outhound Data Exchan e •om Spillman Federal Way Kickoff and discussion to define frequency of data exchange between New Dawn and Spillman Federal Way / FivePoint Solutions Create logical field mapping document with defined business rules FivePoint Solutions Sign off on field mapping document Federal Way Build and test data exchange Code FivePoint Solutions Assist in loading and installing application in target environment FivePoint Solutions / Federal Way Review interface and data exchange application in Federal Way Courts cnviromnent Federal Way Deliver final production data exchange code FivePoint Solutions GOODS AND SERVICES AGREEMENT - l0 - 4/2011 CITY OF CITY HALL 33325 Federal Way v� day Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 m m.cityoffederalway.com Source System: Spillman Summit Target System: New Dawn JustWare In Scope Service: Inbound Data Exchange from Spillman FivePoint Solutions will implement an inbound Data Exchange with the data fields displayed in the screen shot below. Any deviations from the following fields will invalidate this statement of work and the quote associated with it. An amended statement of work and quote will need to be created by FivePoint Solutions. • FivePoint Solutions will provide an external program to query the Spillman XML Query Server on a scheduled basis. The query will be for only those fields required to import the fields displayed in the screen shot below into JustWare. If the requested information (defined in the data tables /fields below) is in a field that is not stored or does not exist within the Spillman database at the time of the data query, then it will not be imported into JustWare. If any of the below fields cannot be Inserted & Updated, then those fields will be an Insert only interchange. MainBookingTable BookingNumber InmateNameNumber StatugDate AgencyCode OffensesInformation InternalUniqueldentifrer BookingNumber IncidentNumber StatuteCode OffenseType CrimeClassification OffenseLocation OffenseTimeDate AlcoholDrugInvolved NCICCode G eneri cOffenseNumber CourtCode DispositionCode ArrestInformation BookingNumber InternalUniqueIdentifier ArrestType ArrestingOfficer AiTestingAgencyCode AiTestTimeDate Officer Name Code Table Officer FullNameOfOffrcer AgencyCode PhoneNumber LawlncidentTable IncidentNumber ResponsibleOfficer ClearanceCode AgencyCode LawIncidentRespondersDetail IncidentNumber RespondingOfficer BookingNumber OfficerNa m eCodeTable Officer FullNameOfOfficer AgencyCode PhoneNumber TableOfinvolvements Re cIDThisRecordsIDNo RellDRelatedRecordslD Relationsh ipToOtherRecord BookingNumber RtypeRelatedRecordsType TypeOffhisRecord MainNamesTable NameNumber LastName FirstName MiddleName SuffixName AliasNameNumber BirthDate StreetAddress CityOfResidence ZIPCode SocSecNumber HomePhoneNumber Sex RaceCategory EyeColor IIairColor DriverLicenseState DriverLicenseNumber Weight Height StateAbbreviation StateIDNumber FBINumber IllmatelntakeAndRelease BookingNumber GOODS AND SERVICES AGREF,MFNT - I 1 - 4/2011 CITY of CITY HALL Fe ��' �� Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwwv. utyoffederelway. com InternalUniqueldentifier ReleaseTimeDate D. Executing Phase The objective of this phase is to configure JustWare for customer workflows and to have customer staff begin using JustWare in a live capacity. During this phase JustWare Administrators will receive instruction on how to configure and maintain the JustWare System; New Dawn staff will work with customer to build customer configurations using screens, templates, reports, and business rules; and end users will be trained on how to complete their day to day tasks in the JustWare system. New Dawn Deliverables: • JustWare Training will include the following training sessions: ■ Onsite JustWare Administrator Training • Administrator Training includes instruction on how to setup and manage JustWare to meet the needs of your office. Topics that will be covered include Code Table Input and Maintenance, security setup, and data partitioning. ■ Onsite Docket Management Training and Configuration • Docket Management Training includes instruction during which trainees will learn how to setup and administer court dockets and scheduling blocks using JustWare's Docket Management and Docket Calendar utilities. • Onsite JusticeWeb Administrator Training and Configuration • JusticeWeb Administrator Training will include instruction in one or more of the following areas, as jointly determined by the CPM and NDPM: o Setting up and maintaining the E- Filing portal including the ability to have pro se litigants, attorneys, claimants, and other case participants to electronically file and review cases via the web. o Setting up and maintaining E- Discovery, managing the exchange of discovery packages online. o Setting up and maintaining E -View, including setting up a login- secured and/or publicly accessible web portal that contains case, personnel, or calendar information. • Onsite Business Intelligence Development Training and Configuration • Business Intelligence Development Training includes instruction in one or more of the following areas, as jointly determined by the CPM and NDPM: • Business Rule Training, providing trainees with the knowledge necessary to create, modify, and maintain business rules within JustWare. • Document Author Training, providing trainees with the knowledge necessary to build JDA templates. • Report Author Training, providing trainees with the knowledge necessary to create, modify, and manage reports. JustWare Configuration Services performed remotely to include: ■ JDA Templates - JDA Templates are built to pull case or name data into a document that may be edited by an end user. JDA Templates are automatically saved to the JustWare electronic filing cabinet. ■ SSRS Reports - SSRS Reports are view or export only reports that are generally used for dashboards, queue management, summary, and other data review and viewing purposes. Reports are GOODS AND SERVICES AGREEMENT -12- 4/2011 CITY of CITY HALL 33325 A4k Federal a Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 svavw. 61 yoffederalway. com not automatically saved into the JustWare electronic filing cabinet. SSRS Reports can be set up to run on a subscription basis through email or shared network folder. JWXML Screens Updates - Screen changes include relabeling of fields, removing unused fields, and positioning of data groups. Business Rules - Business rules in JustWare can be used to enforce data entry, insert or delete data based on specific triggers. Note: Contract pricing was generated using an estimate of 20 JDA Templates, 5 Reports and 3 Custom Screens. Actual quantities will vary fiom the above based upon implementation requirements and goals. JustWare Configuration Consultation sessions performed onsite (4) • Onsite consultation(s) to assist customer JustWare Administrator(s) with JustWare configuration. The New Dawn PM and The Customer PM will work together to define the prioritized task list for each trip prior to scheduling. • Onsite Assistance during Go -Live (2) • Onsite Assistance during Go -Live includes assisting end users transition to the new system by answering questions and providing support in learning how to perform daily tasks in the JustWare system. Contractor will provide training and configuration until City has accepted the system. E. Closing Phase The objective of this phase is to close out the implementation project and introduce the customer team to the New Dawn support team. New Dawn Deliverables: • Project review and closure meeting The NDPM will meet with the Customer team to conduct an implementation project retrospective. This is a review and audit of the implementation process to discuss lessons learned; what went well and what could have been improved. This exercise can provide useful insights for you and your project team on the best way to manage upgrades, configuration changes, new functionality, document templates, reports, business rules etc. as you grow JustWare through the years of its use. At this point, we will also finalize the project accounting, review any outstanding invoices and sign off on the final project deliverables. GOODS AND SERVICES AGREEMENT -13 - 4/2011 r • f • EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 tvww cilyoffederalway. com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Two Hundred Seventeen Thousand Four Hundred Thirty and 00 /100 Dollars ($217,430.00) and Washington State sales tax equal to Twenty Thousand Six Hundred Fifty Five and 85/100 Dollars ($20,655.85) for a total of Two Hundred Thirty Eight Thousand Eighty Five and 85/100 Dollars ($238,085.85)). 2. Method of Compensation: City of Federal Way Proposal Creation Date: July 17, 2014 34004 9th Ave S Proposal Expiration Date: September 30, 2014 Federal Way, WA 98003 -6737 Licenses JustWare Case Management JustWare API JusticeWeb Document Imaging with Barcoding Services Implementation Services API Development Services Licenses & Services Contingency (15 %) — if needed Annual License & Maintenance Fees JustWare — 31 Licenses JustWare API — Site License JusticeWeb — Site License Document Imaging — 15 Licenses One -Time $33,604 Included Included 4,395 Total Licenses $37,999 $120,600 16,330 Total Services $136,930 Total Annual License & Maintenance Fees SUB -TOTAL YEAR ONE SUB -TOTAL YEAR ONE & CONTINGENCY TAX GRAND TOTAL YEAR ONE $26,240 Cost Proposal Notes S 191,19U $217,430 $20,655.85 $238,085.85 Payment Recurring Milestone System Acceptance prior to Go -Live System Acceptance prior to Go -Live System Acceptance prior to Go -Live 50% NTP/50% Go-Live $ 13,051 1,125 1,200 885 $16261 System Acceptance prior to t Go -Live City agrees to pay Contractor for the total software, licenses, and API development services plus Washington State Sales Tax in the amount of $59,490.26 upon execution of contract. City agrees to pay Contractor remaining balance due for Year One services upon City's acceptance of the system. GOODS AND SERVICES AGREEMENT -14- 4/2011 CITY OF CITY HALL Fe_ ■ e ra l 33325 8th Avenue South !��'! Federal Way, WA 98003 -6325 (253) 835 -7000 senvw. cityoffedernlw,3y. corn The annual JustWare license and maintenance fees are due when you approve the system ready for rollout. The pricing provided in this document includes 31 JustWare users, unlimited use of the Public Portal, and JustWare's API. Pricing for each additional JustWare user is an additional annual license and maintenance fee of $1,125.- - Additional Years of License and Maintenance Cost Estimate YEAR TWO YEAR THREE $17,074.05 $17,927.75 GOODS AND SERVICES AGREEMENT -15 - 4/2011 CITY of CITY HALL 33325 Federal ay Feder 8th Avenue 8003 Federal Way, WA 98003 -6325 (253) 835 -7000 www. cltyoffederallvay com EXHIBIT "C" PROOF OF INSURANCE ACORN CERTIFICATE OF LIABILITY INSURANCE IAI`NMaDArwti Brtsrlata THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSUREFq$), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT. IT the certificate hDtdar le an ADDITIONAL INSURED, a policy(lea) muB be andoreed. If SUBROGATION IS WANED, Subj9CF16 the twins and Conditions of Ins Polley, Certain policies ukay require an endorsement A Statement on thte CKWCStB dDeS 1101 Canter lights to ills CObhCSte h IMIN' in HOU or such anoore9medd(a). taam cb, Bolton A Company 3475 E Foothill Blvd., Suite 100 Pasadena, CA 91107 wwwbolloncacom 00118309 NAMc n , 799 -70DD mot (62 6)553-2117 NDtytSWUAUANO[ INeVdittSIAFFORDING 06WAA01 Muc0 INwiltwA: The Hartford insurance Company 19682 INeuele New Dawn Technologies. Ina. 915 E. First Street Los Angeles CA DOD12 weamwel SentBltllrourance Company 30t47 NlwwUCI TL►tnCl FirelrlsuranoeCU 30147 ...RUtet EACH OeturgdBWE lNOURAR l2 PREMISEe tamr rb INeUIKlltl MEOEJIPIMrA wA ) COVERAGES CERTIFICATENUMBER- 21227063 REVISIONNUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIDD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER OOCUAENT WITH! RESPECT TO N14ICH THIS CERTIFICATE WAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CtARM !1)R C' Of Federal Way SHOULD ANY OF THE ABOVEDEICRIBED PDC1C8 =2 BE CANCELLED BEFORE NOTICE WILL BE DELIVERED H City Hall y NDtytSWUAUANO[ Attdyll: Thomas Fichlnef IMWe A 7 CmNtUCULOOxRALUkINLtry CtAW&MADE EZI owuA gl�+ 72UUNZI)W4 11171014 111/2015 EACH OeturgdBWE f 1 .000. PREMISEe tamr rb f 1ACO, MEOEJIPIMrA wA ) S 10,001) PEA&0hhLSADVffUkM S 1JIMDO CEHLA00REd4TZ PDU PLIRMDA,, APMJFA KA� CY ❑ JEOT ❑ lAI: OTHM 0DIERALAaOREMTE 1 U00. PRODl1Ore.COUaMAOO S 2.000,013[ I B AmoNUmUnwwlm ANYAUTO �10rb WLa11J � � HREDA11TO4 P AL"Id ED 72UUNMOV4 11112014 UI)MIS f 7A(lo, 2oOLYRNFJRY1P."_4 S BOOLVINLIAyNPr adwe); f S A 7 ummkuACUe eAanetwe octLw CwusNAM 72RHUZD0339 1 11112014 111120t5 1 EJACHOMWRREWE 3 10.0w.w AOOaldhTe S tD.CDD.DD LIED ,/ I RETENTION! 70,000 f V DINAM COMPtIAAMM ANe 0WI.0 '[A!' LLVIR1ry YIN AP11o11u"oR~Iwu61 LCOIP/! M' o ncut/A9matkotewmo, tY�MfqdM" w NNI DESORIPiION CPF7OLDOh96ie� N/A I ZVEGB9325 11112014 IJIIZ015 �r e ' C10" E LEACHM I f 1 .000,[0 EL DISEASE -EA EMMIWEI S 1.000,00 eL rldEASE- rdUOYUMIr f 7,000,WC A m ns RIMS MADE FORM us_ PeM PmplCOmpuler Ha rdNare 72UUMM0674 1/112014 1/112015 PP7 9 ReWit on $250,000 UirA wOMODte Ded 55.000 LxaCRATloN M N7D[MTpNe /LOCATMNA/ vNZAate [1CUIm f 1)l, Atllltmil �.K. 69H+Ati �yM �eAN NNer. Ap.t. b nw�I The CerOlcate Holder Is incloded as an AWSonal Insured per Me atl3d*d HG0D01 06M form, Dray Itiegrtred by vainer Dorltratdhagrement. Jab: New Dawn Court Case ManagwierR System, Add#Wal Irslaed(s): City of Federal Way, a WaMingtun mtrJdp it ColpraOm and Federal WaYy MuIIC�aI CDUrI EzNAllfed WC brntrTS are on Ole. CERTIFICATE HOLDER CANCELLATION NEW Dawn Court se C' Of Federal Way SHOULD ANY OF THE ABOVEDEICRIBED PDC1C8 =2 BE CANCELLED BEFORE NOTICE WILL BE DELIVERED H City Hall y TKF EXPIRATION DATE THEREOF, ACCORDANCE WITH THE POLICY PROVIAIDNS. Attdyll: Thomas Fichlnef 33325 8th Avenue South Federal Way, WA 98003 -0325 AUM0M=Ran[swu1N! gl�+ Debra Rosas ®1586 -2014 ACORD ACORD 25 (2014101) The ACORD name and IDgo are regletered merits of ACORD — W., z1]31DC] L'LIRR LCOII. -tLlR rot .. Cart! [Scat• ­­g A /lift DlN ].]D.DD dal IFM v,y. 1 v[ c [ION. All RgRte resorvem GOODS AND SERVICES AGREEMENT - 16 - 4/2011 CITY OF CITY HALL Federal ay 33325 Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wtivw. cityoffederahvay. com 72UUNZD0574 + New Dawn Technologies, Inc. necessary tit allon exper*9:% incurred by us ®nd However, none of these'empioyeas"' or "V010110e1' necessary litigation expenses incurred by the workers" are Insureds for; Indemndee at our requost Y48 be paid .as {t} 'Bodily injury" or "personal and advertising Supplementary Payments Notwithslandhtg the injury": provlsipns of Paragraph 2.b. (2) of 89*10n I - {a} yo", to your poor members Of you Coverage A — 13adily Injury Aral Property Damage or joint venture), to your are joint t a partt(If Liability, suet payments YAN not be deemed to be members td you Art+ n limited liability me you damages for "bodily Injury" and "properly damage" and companyo to is co-''erher em In the Wilrwlraduce the itmitsofinsurance. oym course cr his or her employment or Our obligation to defend an Insured's Indemrritee and Parforrusin duties related to the conduct to pa for attorneys' fees and nm. ss litigation Y Y �y er your business, or la your ether " voltmteer expenses as suppternentary Payments ends wizen; 1Wrkefe" while performing duties stated( to a. Wo have used up Tile applicable limit of Inswance the conduct of your bustrtess; in the payment of Judgments or settlements; or (b) To the spouse, cbfK parent, brother orsister b. The condrllons set forth above, or the terns of the of that co- "employee" or that "volunteer agreement described in Paragraph f. above, are no worker" as , a consequence of Aarsoph ri n longer rmet (fHa) above; 0 5FCTION It -WHO Is AN INSURED (c) For whlgh there is any ubIgation to share % 1. ca tt you are designated In the peclaratlans as: damages with or repay so►nowe also who must pay dalnapes pe_ggse of the Injury e. An individual, you and your spouse are iasureds, described. in Paragraphs {t)(a) or (b) above; eq twt only with respect to ihce conduct of a business or 0 of which you are the Bole owner. (d) Artstng out of his or het providng or falling to da b. A partnership or joint venture, you are an insured. provide professional health care services. * Your members, your partners, and their spouses are also Insureds, buk only oath respect to the If you are; not in the W*oss of providing ® conduct of your business. professional health care services, Paragraph (d) limited Ilabifi company, you are an Insured. o. A limited P does. not apply to any nurse, emergency medical tecrWArttin or paramedic employed by Your members are also Insureds, Out only with 'your you to provide such smkes, a respect to the conduct of business: Your „ (2) property damage to properly: managers are Wur®ds, but only with respect to their duties as your managers. (a) Owned, occupied or used by, d. An organization other than a partnership, Joint (b) Rented-to, in Um dare,. cwtody. orcontrol.ofi venture or Ilmfted Ilabilily company, you are an or over %vh;ch physical control is Wirig E= insured. Your "exocullvo ofricere and directors are exerdsed for any purpose by a Insureds, but only with respect to their duties as ou, an of our 'employees", *volunteer your officers or directors. Your stockholders are corkers �yany partner or member (if.you are a also Insurede, but only With respect to their liability partnership or joint venture), or any member (d as slonlcholders. you are a limited liabUNY company), a. A (rust, you are an Insured, Your trustees arse also b, Real Estate Manager c insureds, but only oath respect to their duties as any person {other than your "employee" or = 2, trustees.. Each of the following is also an Insured: " volunteer wofto, or any organlzQtlon while acting as your real estate manager, i� a. Employees and Volunteer workers e, Temporary Custodians of Your Property Your volunteer workers" only white performing Any person or organization havlr%g proper mar dulles related to the conduct of your business. or temporary custody of your property if you ate, but your "ornptoyeies ", other than either your "executive only: officers" (if you are an organization other than a partnership, joint venture- or- -(Milted ilatrllity (f) 1►Jjth rQspt. to ILa41�ty arislt!g_. 4trt..ot. the comparry) or your managers (if you are a limited m>dntt nanr,e or use of that property; and liability company), but only for acts Wthin the scope (2) Mill your legal representative has been of their employment by you or while performing appointed. dulles related to the conduct of your business, d, Legal Repre$grttr►tiver it You Die Your legal representative It you die, but only whh rrzanArl In rrnnns an r'1nh Thsrf rAnre_4!:nNflVP. Wrrl GOODS AND SERVICES AGREEMENT - 17 - 4/2011 CITY OF Federal CITY HALL 33325 8th Avenue South Way Feder !!tiff Federal Way, WA 98003 -6325 (253) 835 -7000 www. art yoh`ederal way. com have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours ►+filch Is a legally Incorporated entity of which you over a financial interest of more than 5096 of ft vcfing stook on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage part as a named Insured does not apply to Injury or damage with respect to which an Insured under this coverage Pact Is also an Insured under another policy or would be an Insured under such policy but for its termination or the exhaustion of Its limits of lnsursnoe. 3. Wanly Acquired or Formed Organization Any organizatlon you newly acquire or form, other than P partnership, Joint venture or limited ilaglllty company, and over which you maintain finandal.lnterest .of more than 50% of the voting stock, will qualify as a Named Insured 9 there Is no other similar insurance evallebto to that organization. However: a. Coverage raider this provision Is afforded only until the 98011) day after you aoquire or form the prgaritzalien or the end of the policy period, vfilchever is earlier; b, Coverage A does not apply to `bodily injury" of "property damage' that occurred before you acquired or formed the organization; and c. Coverage O does not apply to "personal and advertising Injury" wising out of our offense commhied Wore you acquired ai foim®ii 'lf"ie. organization. 4. Mobile Equipment With respect to 'mobile equipment" reglstefed in your name under any motor vehlole registration law, any person Is an Insured while driving such equipment along a public highway with your permission. Any other P0=0 or organization responsible for the conduct of such person Is also an insured, but only with respect to Iiabillty arises out of the operation of the equipment, and only If no other insurance of any kind Is available to that person or organization for this liability. However, no person or organization Is an Insured with respect to: a "Bodily Injury'• to a co $omptoyoe" of the person driving the equipment; or b. "Property damage° to, property omnod by "rNte -d to, In the charge of or occupied by you or the employer of any person who is an Insured under this provision. S. Nonowned Watercraft With respect to watercraft you do not oval Ural Is less than 59 feet long and is not being used to carry persons for a charge, any person Is an Insured white operating such watercraft with your permission. Any other person, or organization responsible for the conduct of surd► person is also an Insured, but only wHh respect to liability arising out of the operation of the watercfaR, arrd only If no other Insurance of any kind Is avallahle to that person or organization for this Ilabllity. However, no person or orgatlizallon Is an Insured vAth respect to: a. "Bodlly injury" to a co'ampioyae" of the person operating the watercraft; or b. 'Property damage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who is an lnsured under ibis Provision. 4, Rddjtianet tngur>ads tslhan ttrtqulMd R y Whitten rConhm4 Written Agreement Or Permit The fogow(rig person(s) or wganization(s) are an additioonai krsurad when you have agreed, In a wriW contract, written agreement or because of a permit Issued by a state or polMcai subdivision, that such person or Organization be added as an additional Insured on your policy, provided the injury or damage actors s0seguent to the execution of IM contract or agreement. A parson or organization Is an additional in3ured under this provision only for that period of time required by the contract or agreement. However, no such an idStired under this provision If such person or organization Is Included as an Insured by an endorsement Issued by us and made a part ofthis coverage Para, a, vendors Any pers44(e) or orgonlzalion(s) (referred to below as vendor), but only will) respect to "bodily injury" or 'property damage" arising out of "your products" which are rfistributed or sold In the regular course of the vendor'): business and only If this Ooverage part provides coverage for "bodily Injury" of "properly damage" Included within the "products - completed operations hazard". (1) The Insurance afforded the vendor Is Subject to the following additional exclusions: Tltlli ora1110.00".119t.Ap-plyto" (a) -Bodily injury or " properly damage' for which the vendor is obligated to pay damages by reason of the assumptlon of Ilabiltfy in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have In ft absence of the contract or agreenent; GOODS AND SERVICES AGREEMENT -18 - 4/2011 Ln N �o a� a ri a QN� h N c Q ri n I� own s� t� CITY OF CITY HALL Federal ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.crtyoffederalway com (b) Any express warranty unauthorized by you; (c) Any physical or chemical change In the product made Intentionally by the vendor; fd) Repai*oging, except yMen unpacked solely for the purpose of Inspection, demoxstratlon, testing, or the substitution of parts under Instructions from the manufeclitrer, and then repackaged In the orloinal container; (e) Any failure to make such Inspections, adjustments, tests or servicing as the vendor has agreed to make or rushy undertakes to make In the usual course of business, In connection with the distributlon or sate of the products; (t) oemonsindlon, Installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Pradve -As which, after distribution or sate by you,. have been laboled or. relabeled or used as a contrhlner', part or Ingredient of any other thing or substance by or for the vendor, or (h) "Bodily inpry" or "property damage" arising out of the solo negliganca of lbw vendor for Its own acts or omissions or those of its employees 'or anyone else acting on its behalf. However, 06 exclusion does not apply to: (i) The exceptlons contained In Sub. paragraphs (d) or (q; or (it) such inspections, adjustments, tests or servicirirj -es the veridor has- agrised to make or normaify undertakes to matte In the usual course of business, in connection y M the distribution or solo of the products, (2) This Insurance does not apply to any Insured person or organization, from whom you have acquired such products, or any Ingredient, phi or container, entering Into, accompanying or containing such products, b. Lessors of Equipmerd (9) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily Injury', "property damage' or "personal and advertising injury' caused, In Male or in part, by your rnainlenanco, operation or trso of adaipttti3nt Igaswi to .yeti by sdoh person or organization. (2) With respect to the Insurance afforded to these additional insureds this insurance does not apply to any "occurrcnco" vM10 takes place afterthe equipment lease expires. c, Lessors of Land or Premises Any person or organization from whom you lease land or promises, but only with respect to liability arising out of the ownership, maintenance or use of that pact of the land or prerNses leased to you. With respect to the insurance afforded these, additional insureds the foitowing additional exclusions apply: This insurance does not apply to: 4. Any "oc currenco" whfeh takes place after you cease to lease that land; or 2. Structural piteretions, now constfuction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Of surveyors Any arohitec 1, orhglnear, or surveyor, but only with respect to liability for "bodily Injury ", "praporty damage" or `personal and advertising Injury" caused, In whole or In part, by your acts or 6rmssbo4 or the axis or omisslons of those noting on your behalf: (1) in woneclion with your promises; or (1) In the performance of your ongoing operations performed by you or an your behalf. With respect to the insurance afforded these additional Insureds, the following additional exclusion applies: Phis insurance doh$ not apply to "bodily injury ", "property darnsge" or "personal and advertising Injury" arising out of the rendering of or the failure to render any professional sesvioep by or for you, Including: 4. The preparing, approving, or falling to prepare or approve, maps, shop drawings, opinions, reports, surveys, field Orders, change orders or draMirigs and specifications; or 2. Supervisory, Inspection, architecture] or engineering acbWities, e. Perrnks lostied Oy Stara or Political Subdivisions Any state or political subdivision, but only with rospbct to operations performed by you or on your behalf for which the state or poBtlael subdivision hog Issued a permit. With respect to the insurance afforded these additlonei Insureds, this Insurance does not apply (4) "bodily Injury", "property damage" or 'personal and advertising Injury" arising out of operations performed for the state or Municipally; ar (2) "Bodify Injury' or 'property damage* Included within the "products- compleled opeMllons hazard". GOODS AND SERVICES AGREEMENT - 19 - 4/2011 4 CITY OF r "• e F. Any Other Party Any other person or organization who is not an insured under Paragraphs a. through e, above, but only with respect to flab lity for "bodily Injury", "property damage" or "personal and advertising Injury' caused, in whole or In part, by your acts or omissions or the acts or omissions of those acting on your behalf: (9) In the performance of your ongoing operations; (2) in connection Wh your premises owed by or rented to you; of (3) In connection with °your work" and Included within the "products - completed opemilons hazard ", bait ordy It (a) The written contract or agreement requires you to provide sash coverage to scion additional insured, and (b) This Coverage Part provides coverage for "bodily Injury" or "pmpwV damage" included within the "products—completed. operations hazard ". With respect to the Insurance afforded to theso additional Insureds, this insuranoe does not apply to: `Bodlly I*ry ",'property damage" or "personal and advertising Initty arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, Including: (7) The preparing, approving, or falling to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, Change orders or drawirlgs.find vf?ealilGat�ns; ar . (2) Supervisory, Inspection, architectural or engineering activities. The limits of Insurance that apply to additional insureds under thi4 provision is described in section Ill — Limits Of Insurame. How this insurance appites when other insurance Is Availabie to the Additional insured is doscribed In the Other Insurance Condition In SmUon IV Commerdal Guneral Liability Conditlons. No person or organization is an Insured vAth respect to the conduct of any current or past partnersidp, joint YOM= or lamed liability company that is not shown as a Named Insured in the Declarations. SECTION IN - LIMiT6 OF INBURANCE 4, The Most We wig Pay - _Tile Litt+its 6f insurance Siiovir 14*6 ©eraAtBliDns Find the "rules below fix the most lve will pay rbgardlass of the number of: a, Insureds; b. Claims made or "suits" brought; or CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cilyoffederelwoy. com c. Pewmar or orgonizaUons makhtg clairas or bringing "suits ". 2. General Aggregate Limit The Oenvral Aggregate Limit Is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bolt Injury" or "property damage" included In the "products - completed operations hazard`; and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Produots•Completed Operations Aggregate Llmk Is the most we Wit pay under Coverage A for damages because of `bodily injury" and "property damage" Included in The "products-compl4ed operations hazard'. 4 Personal and Advertising InJu xV Unit Subject to Z above; the Personal end -Advertising Injury Llroa Is the most we vdil pay under Coverage B for the sum of all damages because of all "personal and adverlWn9 Injury` sustained by any one person or organization. S. 'Bach occurrence WmK Subject to'2, or 3. above, whichever applies, the Fach Occurrence Limit is the most we ✓rill pay for the 80M of a. Damages under Coverage A; and b. Medical expenses urxfor CoverVe C becatise of all "bodily injury" and "property damage" arising outor anyow "occMnW. _ .. . G, tannage To 13mmises Rented To You Limit Subject to !f, above, the Damage To Promises Rented To You Limit is the most we will pay under Coverage A for damages because of "property darnaW to any one premises, while rented to you, or in the case of dnmsge by fire, lightning or explosion,. while rented to you or temporarily occupied by you with permission of the owner, in the case of damage by fire, lightninV Of oxplaslon, the damage to Premises Rented To You Limit applies to ail damage proximately caused by the some event, wtteMor such damage results from firs, lightning Or explosion or any GBrnbinalton of these. 7. Medical Expense Limit Subject to 1i.- above, the Wdicaal Fxpensc Limit -is .the -- .... . most we wilt pay under Coverage C for all medical expenses heco use of "bodily Injury" sustained by any one person. S. How T &netts Apply To Additional insureds If you have agreed in a written contract or written agreement that another person or organization be, GOODS AND SERVICES AGREEMENT -20- 4/2011 CITY of CITY HALL 33325 Federal ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 a;Avw.crtyoffederalwey com EXHIBIT "D" LICENSE AND SUPPORT AGREEMENTS This License Agreement is between New Dawn Technologies, Inc. ( "New Dawn ") and City of Federal Way and Federal Way Municipal Court ( "Customer ") with regards to the use of JustWare ( "the Software "). Customer is granted a non - exclusive, non - transferable license to install and use the Software. All amounts due under this Agreement are non - cancelable and non - refundable immediately upon the delivery of the Software. 1. License This Agreement allows you, the Customer to: a. Install and use the Software on any computer or device for each named user license purchased and make one copy of the Software in machine - readable form solely for backup purposes. Customer must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. b. Install and use the Software in a testing and staging environment. c. Install the Software on a storage device, such as a network server, and run the Software on an internal network, provided the number of named users running the Software does not exceed the number of named user licenses of the Software purchased. d. Use the Software either directly or indirectly or through commands, data or instructions from or to a computer not part of your internal network, for Internet or Web - hosting services only by a named user licensed to use this copy of the Software through a valid license. A copy of the Software must be purchased for each named user. e. Reproduce documentation, online help, and screen capture images solely for internal use as reference material and training literature. 2. Terins and Condition Customer must agree to the Terms and Condition of this agreement if you wish to use this software. 3. License Restrictions and Rights The Software and Software Documentation are protected by United States Copyright Laws and international Copyright treaties, as well as other intellectual property laws. The Software is licensed and not sold to Customer. New Dawn hereby retains sole and exclusive ownership of all right, title and interest in and to all intellectual property rights in the Software, Software Documentation. Customer acknowledges that all enhancements provided by New Dawn, either provided for a contracted cost or included at no cost, are added into New Dawn's proprietary core JustWare platform, therefore, any enhancements will remain the sole property of New Dawn. Customer may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network other than to make backup copies of the Software. You may not release proprietary Software information such as Software database schemas or Software technical specifications. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human- perceivable form. You may not rent, lease or sublicense the Software. You may not modify the Software or create derivative works based upon the Software. You may not export the GOODS AND SERVICES AGREEMENT -21- 4/2011 CITY of CITY HALL Federal �� 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mvw.atyoffederalway com Software into any country prohibited by the United States Export Administration Act and the regulations there under. 4. Data New Dawn Technologies does not own any data, information or material in the course of Customer using or accessing the Software. Customer, not New Dawn Technologies, shall have sole responsibility and ownership for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer data and New Dawn Technologies shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer data. 5. Upgrades a. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you, the Customer on a named user license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your earlier named user license and that you will not continue to use the earlier version of the Software nor transfer it to another. b. This Agreement will remain in effect for all future upgrades to the Software unless otherwise stated by a new License Agreement executed between New Dawn and the Customer. c. Customer will receive all future upgrades to the Software as long as a current Support Agreement is maintained. 6. Ownership The foregoing license gives you, the Customer: a. Limited rights to use the Software. Although you own the media on which the Software is recorded, you do not become the owner of, and New Dawn retains title to, the Software, any New Dawn run time libraries, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by New Dawn. b. Responsibility for the data entered and modified while using the Software. New Dawn shall not be held liable for the data contained in the system including without limitation the accuracy, responsibility for archival, loss of, use or misuse of any data entered by the Customer. Limited Warranty and Limited Remedies New Dawn warrants that, upon completion of delivery and installation, the Products sold under this Agreement will conform in all material respects with the Product Documentation and will be conforming and free from defects in material and workmanship until fifteen (15) months after the date of manufacture (which date of manufacture shall be clearly marked in materials provided to Customer); provided, hoti>>ever, that this limited warranty does not apply to Custom Software or the services covered by First Year Support. Notwithstanding anything contained in this Agreement to the contrary, the warranty of New Dawn as provided herein shall be void if any alterations, modifications or work have been performed on such Product, or to the extent that any alleged defect is the result of abuse, misuse, improper maintenance or storage, accident, action or inaction on the part of any party other than New Dawn. Nor shall New Dawn be responsible (a) for the quality or condition of any materials supplied by or through Customer, or (b) for any defect to the extent due to uses that do not conform to the applicable instructions. Subject to the foregoing, GOODS AND SERVICES AGREEMENT -22- 4/2011 CITY of CITY HALL 33325 Fe d e ra I a Feder 8th Avenue 8003 Federal Way, WA 98003 -6325 (253) 835 -7000 mm cityoffederalway. com if a Product is not as warranted and Customer notifies New Dawn in writing within the fifteen -month warranty period noted above and returns that Product to New Dawn within thirty (30)calendar days of Customer's discovery, New Dawn will, at its option, promptly repair or replace the defective Product. Any such repaired or replaced Product shall be shipped back to Customer at New Dawn's sole expense. This remedy will not be deemed to have failed of its essential purpose so long as New Dawn is willing and able to repair or replace a defective Product in the prescribed manner. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON - INFRINGEMENT AND FITNESS FOR PARTICULAR USE. GOODS AND SERVICES AGREEMENT -23- 4/2011 CITY OF Federal JustWare Support Agreement CITY HALL 33325 Way Feder l Avenue South �Y /�f1■ Federal Way, WA 98003 -6325 (253) 835 -7000 r vwcityoffederahvay.com This Support Agreement is between New Dawn Technologies, Inc. ( "New Dawn ") and City of Federal Way and Federal Way Municipal Court ( "Customer ") with regards to the software support and upgrades of JustWare Prosecutor ( "the Software "). 1. Definitions a. Support "Support" is defined as technical assistance with the Software, including but not limited to, questions about the functionality of the Software, assistance with the resolution of error message and installation questions. Support may include troubleshooting the Software as needed to resolve issues. b. Version "Version" refers to a variation, either minor or major, from an earlier version of the Software. A version could refer to a minor and /or major version change. c. Major version A Major version refers to the first number in the software release, i.e. 4.x, 5.x. The numbers "4" and "5" represent the Major version. d. Minor version A minor version refers to the second number in the software release, ie x.1, x.2. The numbers "1" and "2" refer to the minor version. Software releases have both a Major and a Minor version number in them. e. Current Version "Current Version" is the most recent publically released version of the Software. f. Enhancement "Enhancement" refers to features and/or functionality that are not included in the Current Version of JustWare. Much of the Software's feature set has been driven by enhancement requests from customers. g Service Release "Service release" is the method New Dawn uses to resolve critical issues that may be identified with the Software. h. Critical "Critical" is defined as an issue for which there is no workaround AND one of the following statements is true: i. Defect causes data loss ii. Defect affects a mission critical task iii. Security risk causing possible system compromise 2. New Dawn Responsibilities During the Terns of this Agreement, New Dawn shall render the following services in support of the Software, during Hours of Operation, subject to the compensation fixed for each type of service in New Dawn's current Fee Schedule: a. Provide response to requests to our Support Department made by a JustWare Application Administrator through any of the standard methods of contact within four business (4) hours during the Hours of Operation (Monday through Friday 7AM - 6PM MT, excluding Federal holidays for standard support). b. Use all reasonable diligence in correcting verifiable and reproducible errors when reported to New Dawn. New Dawn shall, after verifying that such an error is present, initiate work in a diligent manner GOODS AND SERVICES AGREEMENT -24- 4/2011 CITY OF Federal r CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwty cityoffederalway com toward development of a solution. If the error is categorized as Critical, New Dawn shall provide the solution through a Service Release to the most recent released minor version and one minor version previous when applicable. New Dawn shall include the solution in all subsequent versions of the Software. New Dawn shall not be responsible for correcting errors in any version of the Software other than the most recent minor version with the exception of those categorized as critical. The service release process for critical bugs will be limited to the current minor version release and one minor version previous. New Dawn shall not be responsible for correcting errors as a result of hardware failure including, but not limited to, failure caused by wiring, networks, modems, phone lines, power, or connectors. New Dawn shall not be responsible for any errors caused by hardware limitations due to insufficient memory, disk storage or processing power, problems caused by hardware failure, any loss of data or problem deemed as a result of an operator, any problems caused by incorrectly installed, configured, or maintained operating system, or versions of the operating system not supported by New Dawn. New Dawn shall not be responsible for problems with, or caused by any hardware or third party software not supported by New Dawn. New Dawn shall not be responsible for problems with, or caused by software, processes, or interfaces not provided by New Dawn that interact with the Software or Software database. c. New Dawn shall not be responsible for configuring, maintaining, and upgrading the operating system including, but not limited to, backups and restores, fixes, and patches. d. Provide recommendations on the configuration and use of the Software and related hardware or software to meet the Customer's operational needs. e. New Dawn shall be responsible for maintaining and administrating a certification process for JustWare Application Administrators. f. Provide regular versions of the Software including select enhancements, and Service Releases for the most recent minor version and one minor version prior at no additional cost to the Customer. These versions may contain new functionality and Service Releases not specifically requested by the Customer. New Dawn will provide supplemental software and hardware requirements, recommendations and documentation per version of the Software. g. New Dawn shall treat all information, data or files provided by Customer as confidential, maintaining secure access to such material only for New Dawn support personnel for purposes of investigating or solving a support request. h. New Dawn will provide maintenance and upgrades to the current publically released version of the Software. Only the most recent released minor version and one minor version prior will be eligible for Service Releases. Technical support will be provided for other eligible versions. Upgrading to the most recent version may be required to be eligible for a Service Release. i. New Dawn reserves the right to request an alternate or replacement application administrator. Any request for an alternate or replacement administrator will be made in writing, and a replacement administrator will be assigned within 90 days of formal request. j. New Dawn will provide upgrades of new version releases and may halt a version upgrade installation if Customer hardware and software systems do not meet the most current system requirements and recommendations. lc. Standard methods of contact include: Telephone: 877.5 87.8927 Email: support @newdawn.com GOODS AND SERVICES AGREEMENT -25- 4/2011 CITY OF CITY HALL Federal ay 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cilyoffederalway. com API support forum: https:Hcommunity.newdawn.com/ 1. Hours of Operation are Monday through Friday 7:00 a.m. to 6:00 p.m. Mountain Time excluding Federal holidays. m. New Dawn will only provide support to JustWare Application Administrator(s). It is the responsibility _ of the Customer to instruct system users to route support requests to JustWare Application Administrator(s). If New Dawn is required to provide support to non - JustWare Application Administrator(s), a $225 hourly rate will be applied. 3. Customer Responsibilities a. Retain one or more certified JustWare Application Administrator(s) on staff responsible for the regular maintenance and configuration of the Software. New Dawn must be provided the name and contact information for any JustWare Application Administrator. These individuals must receive JustWare Application Administrator Training and certification testing within 90 days of notice to qualify for support. If turnover occurs for Customer's designated JustWare Application Administrator(s), Customer must arrange with New Dawn for training. Support requests by anyone not identified and qualified as a certified JustWare Application Administrator are subject to higher support fee increases. b. Provide and maintain a dedicated connection, approved by New Dawn, to the Software's database and /or application server. This connection is to be available and accessible by New Dawn support personnel during the Hours of Operation for the purposes of providing software support and upgrades. This connection must provide full screen access to the server with full administrative rights to publish information and make changes to the JustWare database and one or more network file locations. c. Provide New Dawn support personnel with accurate configuration information, screen shots, or other files and documentation as required for a support request. d. Maintain all Customer data including but not limited to the backup of data stored in the JustWare database, custom documents and reports, and configuration files. e. Maintain all related hardware and software systems required for the operation of the Software including but not limited to hardware, operating systems, security, network and storage based on the most current system requirements and recommendations. £ Keep current with the latest versions of the Software. g. All communications by Customer to New Dawn must be in the English language. 4. Disclaimer of Warranty and Limitation of Liability a. New Dawn disclaims all other warranties, either expressed or implied and representations with respect to the Software, except as stated in the Terms and Conditions. b. In no event shall New Dawn be liable for any indirect, consequential, special, exemplary, or incidental darnages of whatever and however caused, even if New Dawn has been advised of the possibility of such damages. The cumulative liability of New Dawn to the Customer for all claims arising in connection with this agreement shall not exceed the total fees and charges paid to New Dawn by the Customer within the last 12 months. 5. Term and Termination of Service a. Many support services will occur immediately upon the signing of this Agreement and version releases and upgrades occur on a regular basis regardless of installation of software; therefore this Agreement GOODS AND SERVICES AGREEMENT -26- 4/2011 CITY OF CITY HALL Federal 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. crfyoffe. derafway. com will commence immediately upon the signing of this Agreement and continue in effect during the initial tern for a period of one (1) year. This Agreement will automatically renew for successive, one (1) year terms unless terminated by either New Dawn or Customer in accordance with this section, subject to Customer's payment of the applicable JustWare Support fee. b. This Agreement shall immediately terminate upon the violation of the JustWare License Agreement. c. This Agreement may be terminated by either party upon 30 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. 6. Fees a. Customer shall pay New Dawn the JustWare Support fee as defined in the Payment Terms. b. New Dawn shall invoice Customer at the beginning of each JustWare Support term as defined above for the JustWare Support fee unless otherwise stated in the Payment Terms. c. Customer shall pay invoiced amounts immediately upon receipt of such invoices. d. Any amount not paid within 30 days after the invoice date shall bear interest at one and a half percent (1.5 %) per month or the highest rate allowed by applicable law. e. Customers with outstanding JustWare Support invoices that exceed 90 days will be required to pay an hourly rate for support and will be required to purchase any upgrades or enhancements to the Software and this Agreement is suspended until the JustWare Support fee and interest fees are paid. f. Hourly rates for services and cost of software are determined by New Dawn. g. Support fee increases will not exceed 5% per year for Customers with certified JustWare Application Administrator(s). h. Support fee increases will not exceed 10% per year for Customers without certified JustWare Application Administrator(s). i. Annual support fees will increase upon the purchase of additional named user licenses, software and services. This increase and any additional purchases will be identified in additional Terms and Conditions and Payment Terns and signed by New Dawn and Customer. GOODS AND SERVICES AGREEMENT -27- 4/2011 CITY OF CITY HALL 33325 Federal ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwty cilyoffederalway com JusticeWeb License Agreement This License Agreement is between New Dawn Technologies, Inc. ( "New Dawn ") and City of Federal Way and Federal Way Municipal Court ( "Customer ") with regards to the use of JusticeWeb ( "the Software "). Customer is granted a non - exclusive, non - transferable license to install and use the Software. All amounts due under this Agreement are non - cancelable and non - refundable immediately upon the delivery of the Software. 1. License This Agreement allows you, the Customer to: a. Install and use the Software on any Internet browser accessible computer for each concurrent license or site license purchased (identified in the Pricing Proposal and Statement of Work) and make one copy of the Software in machine - readable form solely for backup purposes. Customer must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. b. Install and use the Software in a testing and staging environment. c. Install the Software on a storage device, such as a network server, and run the Software on an internal network. d. Use the Software either directly or indirectly or through commands, data or instructions from or to a computer not part of your internal network, for Internet or Web- hosting services only by a user licensed to use this copy of the Software through a valid license. e. Reproduce documentation, online help, and screen capture images solely for internal use as reference material and training literature. 2. Terms and Conditions Customer must agree to the Terms and Condition of this agreement if you wish to use this software. 3. License Restrictions and Rights The Software and Software Documentation are protected by United States Copyright Laws and international Copyright treaties, as well as other intellectual property laws. The Software is licensed and not sold to Customer. New Dawn hereby retains sole and exclusive ownership of all right, title and interest in and to all intellectual property rights in the Software, Software Documentation. Customer acknowledges that all enhancements provided by New Dawn, either provided for a contracted cost or included at no cost, are added into New Dawn's proprietary core Software platform, therefore, any enhancements will remain the sole property of New Dawn. Customer may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network other than to make backup copies of the Software. You may not release proprietary Software information such as Software database schemas or Software technical specifications. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human - perceivable form. You may not rent, lease or sublicense the Software. You may not modify the Software or create derivative works based upon the Software. You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations there under. GOODS AND SERVICES AGREEMENT -28- 4/2011 CITY OF CITY HALL Federal 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mm. crtyoffederalway. com 4. Data and Credit Card Fees a. New Dawn Technologies does not own any data, information or material in the course of Customer using or accessing the Software. Customer, not New Dawn Technologies, shall have sole responsibility and ownership for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer data and New Dawn Technologies shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer data. Customer understands that if e- commerce functionality of JusticeWeb is utilized, credit card processing fees will be charged per transaction. These are required fees required by the credit card companies and credit card processing provider. New Dawn service staff will work with Customer staff to ensure that additional credit card processing fees are paid by the consumer via a convenience fee. Merchant services agreement will be provided prior to JusticeWeb project start. 5. Upgrades a. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you, the Customer on a license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your earlier end -user license and that you will not continue to use the earlier version of the Software nor transfer it to another. b. This Agreement will remain in effect for all fixture upgrades to the Software unless otherwise stated by a new License Agreement executed between New Dawn and the Customer. c. Customer will receive all future upgrades to the Software as long as a current Support Agreement is maintained. 6. Ownership The foregoing license gives you, the Customer: a. Limited rights to use the Software. Although you own the media on which the Software is recorded, you do not become the owner of, and New Dawn retains title to, the Software, any New Dawn run time libraries, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by New Dawn. b. Responsibility for the data entered and modified while using the Software. New Dawn shall not be held liable for the data contained in the system including without limitation the accuracy, responsibility for archival, loss of, use or misuse of any data entered by the Customer. 7. Disclaimer of Warranty and Limitation of Liability a. Warranty for the Software shall be defined in the Terms and Conditions. b. No oral or written information or advice given by New Dawn, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty. c. New Dawn will use reasonable commercial efforts to supply you, the Customer with a replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media, or direct you to an Online Download Site. New Dawn shall have no responsibility if the Software has been altered in any way, if the media has been damaged by accident, abuse or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware and software configuration. d. New Dawn shall not be liable for any indirect, special, incidental or consequential damages (including GOODS AND SERVICES AGREEMENT -29- 4/2011 8. CITY OF Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wtivw cityoffederalway com damages for loss of business, loss of profits, or the like), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if New Dawn or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. You, the user of any New Dawn Software, assume all responsibility and liability of damages caused by using said software. f. New Dawn total liability (if any) to you, the Customer for actual damages for any cause whatsoever will be limited to the amount paid by you for the software that caused such damage. Escrow New Dawn provides software escrow services as part of this Agreement. The Release Condition shall be deemed to have occurred in the event of the following: a. New Dawn discontinues business because of insolvency or bankruptcy, and no successor assumes obligations under this Agreement. b. The following applies to Deposit Materials released to Customer in accordance with this Agreement: c. Customer may only use the Deposit Materials to maintain, modify and enhance the Software upon Release Condition. The maintained, modified and enhanced Software may only be used in accordance with this Agreement. d. Customer may not disclose the Deposit Materials to any third party and shall keep the Deposit Materials confidential, except as provided below. e. Customer may engage the services of independent contractors to assist Customer in exercising its rights according to this Agreement. Each such independent contractor must agree in writing that they will not disclose or transfer the Deposit Materials to any other person, and will not use the Deposit Materials for any purpose other than to assist Customer in exercising its rights according to this Agreement. GOODS AND SERVICES AGREEMENT -30- 4/2011 CITY of CITY HALL Feder 8th Avenue South Federal Federal Way, WA 98003 -6325 (253) 835 -7000 www.0yoffederahvay. com JusticeWeb Support Agreement This Support Agreement is between New Dawn Technologies, Inc. ( "New Dawn ") and City of Federal Way and Federal Way Municipal Court ( "Customer ") with regards to the software support and upgrades of JusticeWeb ("the Software "). 1. New Dawn Responsibilities During the Term of this Agreement, New Dawn shall render the following services in support of the Software, during Hours of Operation, subject to the compensation fixed for each type of service in New Dawn's current Fee Schedule: a. Provide response to support requests made by a trained Application Administrator through any of the standard methods of contact within four (4) hours during the Hours of Operation. b. Use all reasonable diligence in correcting verifiable and reproducible errors when reported to New Dawn. New Dawn shall, after verifying that such an error is present, initiate work in a diligent manner toward development of a solution. If the error is categorized as Critical, New Dawn shall provide the solution through a Service Release to the most recent released minor version and one minor version previous when applicable. New Dawn shall include the solution in all subsequent versions of the Software. New Dawn shall not be responsible for correcting errors in any version of the Software other than the most recent minor version with the exception of those categorized as critical. The service release process for critical bugs will be limited to the current minor version release and one minor version previous. New Dawn shall not be responsible for correcting errors as a resurL U1 naiuwaic failure including, but not limited to, failure caused by wiring, networks, modems, phone lines, power, or connectors. New Dawn shall not be responsible for any errors caused by hardware limitations due to insufficient memory, disk storage or processing power, problems caused by hardware failure, any loss of data or problem deemed as a result of an operator, any problems caused by incorrectly installed, configured, or maintained operating system, or versions of the operating system not supported by New Dawn. New Dawn shall not be responsible for problems with, or caused by any hardware or third party software not supported by New Dawn. New Dawn shall not be responsible for problems with, or caused by software, processes, or interfaces not provided by New Dawn that interact with the Software or Software database. c. Provide regular versions of the Software including select enhancements, and Service Releases for the most recent minor version and one minor version back at no cost to the Customer. These versions may contain new functionality and Service Releases not specifically requested by the Customer. New Dawn will provide supplemental software and hardware requirements, recommendations and documentation per version of the Software. d. Provide a PCI compliant payment gateway and payment processing functionality. Any Customer requirement to select an alternate payment processor provider will result in additional Customer cost and will increase delivery timeline. c. New Dawn shall treat all information, data or files provided by Customer as confidential, maintaining secure access to such material only for New Dawn support personnel for purposes of investigating or solving a support request. f. New Dawn will provide maintenance and upgrades to the current publically released version of the Software. Only the most recent released minor version and one minor version back of the Software will GOODS AND SERVICES AGREEMENT -31- 4/201 l CITY OF CITY HALL F� ra' 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.0yoffederalway coin be eligible for Service Releases. Technical support will be provided for other eligible versions. Upgrading to the most recent version may be required to be eligible for a Service Release. g. New Dawn will provide upgrades of new version releases and may halt a version upgrade installation if Customer hardware and software systems do not meet the most current system requirements and recommendations. h. Standard methods of contact include: Telephone: 877.587.8927 ext. 2 Email: support(a,newdawn.com Web and support forums: http / /communily.newdawn.com/ Written: ATTN: Support 843 South 100 West, Logan, UT84321 Fax: 603.308.8138 i. Hours of Operation are from 7:00 a.m. to 6:00 p.m. Mountain Standard Time except weekends and United States holidays. j. New Dawn will only provide support to Application Administrator(s). It is the responsibility of the Customer to instruct system users to route support requests to JustWare Application Administrator(s). If New Dawn is required to provide support to non- Application Administrator(s), a $225 hourly rate will be applied. 2. Customer Responsibilities a. Retain one or more trained Application Administrator(s) on staff responsible for the regular maintenance and configuration of the Software, this staff member(s) may be the same individual(s) as the JustWare Application Administrator(s). New Dawn must be provided the name and contact information for any Application Administrator. These individuals must receive Application Training within 90 days of notice to qualify for support. If turnover occurs for Customer's designated JusticeWeb Application Administrator(s), Customer must arrange with New Dawn for re- training. Support requests by anyone not identified and qualified as a Application Administrator are not covered by this agreement and are therefore subject to hourly fees. b. Provide and maintain a dedicated connection, approved by New Dawn, to the Software's web server. This connection is to be available and accessible by New Dawn support personnel during the Hours of Operation for the purposes of providing software support and upgrades. This connection must provide full screen access to the server with full rights to publish information and make changes to the JustWare database, JusticeWeb virtual directory, and one or more network file locations. c. Provide New Dawn support personnel with accurate configuration information, screen shots, report files, or other files and documentation as required for a support request. d. Maintain all Customer data including but not limited to the backup of data stored in the JustWare database, JusticeWeb web server, and configuration files. e. Maintain all related hardware and software systems required for the operation of the Software including but not limited to hardware, operating systems, security, network and storage based on the most current system requirements and recommendations. f. Keep current with the latest versions of the Software to receive accurate support. New Dawn will provide support only on the version of the JusticeWeb Software recommended for use with the Customer's version of JustWare. Upgrades to JustWare may affect the supported version of JusticeWeb and must be conducted simultaneously. GOODS AND SERVICES AGREEMENT -32- 4/2011 CITY OF CITY HALL Federal �� 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 t vvatyoffederaAvay_corn g. Providing support to JusticeWeb end users h. All communications by Customer to New Dawn must be in the English language. 3. Disclaimer of Warranty and Limitation of Liability a. New Dawn disclaims all other warranties, either expressed or implied and representations with respect to the Software, except as stated in the Terms and Conditions. b. In no event shall New Dawn be liable for any indirect, consequential, special, exemplary, or incidental damages of whatever and however caused, even if New Dawn has been advised of the possibility of such damages. The cumulative liability of New Dawn to the Customer for all claims arising in connection with this agreement shall not exceed the total fees and charges paid to New Dawn by the Customer within the last 12 months. 4. Term and Termination of Service a. Many support services will occur immediately upon the start of the project as well as version releases and upgrades occur on a regular basis regardless of installation of software; therefore this Agreement will commence immediately upon the signing of this Agreement and continue in effect during the initial term for a period of one (1) year. This Agreement will automatically renew for successive, one (1) year terms unless terminated by either New Dawn or Customer in accordance with this section, subject to Customer's payment of the applicable JusticeWeb Support fees. b. This Agreement shall immediately terminate upon the violation of the JusticeWeb License Agreement. c. This Agreement may be terminated by either party upon 30 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. 5. Fees a. Customer shall pay New Dawn the JusticeWeb Support fee as defined in the Payment Terms. b. New Dawn shall invoice Customer at the beginning of each JusticeWeb Support term as defined above for the JusticeWeb Support fee unless otherwise stated in the Payment Terms. c. Customer shall pay invoiced amounts immediately upon receipt of such invoices. d. Any amount not paid within 30 days after the invoice date shall bear interest at one and a half percent (1.5 %) per month or the highest rate allowed by applicable law. e. Customers with outstanding JusticeWeb Support invoices that exceed 90 days will be required to pay an hourly rate for support and will be required to purchase any upgrades or enhancements to the Software and this Agreement is suspended until the JusticeWeb Support fee and interest fees are paid. f. Customer understands that if e- commerce functionality of JusticeWeb is utilized, credit card processing fees will be charged per transaction. "These are required fees required by the credit card companies and credit card processing provider. New Dawn service staff will work, with Customer staff to ensure that additional credit card processing fees are paid by the consumer via a convenience fee. Merchant services agreement will be provided prior to JusticeWeb project start. g. Hourly rates for Business Intelligence hours, other services and cost of software are determined by New Dawn. h. Support fee increases will not exceed 5% per year for Customers with certified JusticeWeb Application Adrninistrator(s). GOODS AND SERVICES AGREEMENT -33 - 4/2011 CITY OF CITY HALL 33325 Federal ®' ay Feder 8th Avenue 8003 �Y /�!/( Federal Way, WA 98003 -6325 (253) 835 -7000 mm.. crtyoffederalway. com Support fee increases will not exceed 10% per year for Customers without certified JusticeWeb Application Administrator(s). Annual support fees will increase upon the purchase of additional licenses, software and services. This will be identified in additional Terms and Conditions and Payment Terms agreed and signed by New Dawn and Customer. GOODS AND SERVICES AGREEMENT -34- 4/2011 CITY of CITY HALL Federal �� 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mim.. cityoh°ederatway com JustWare API License Agreement This License Agreement is between New Dawn Technologies, Inc. ( "New Dawn ") and City of Federal Way and Federal Way Municipal Court ( "Customer ") with regards to the use of JustWare API ( "the Software "). Customer is granted a non - exclusive, non - transferable license to install and use the Software. All amounts due under this Agreement are non - cancelable and non - refundable immediately upon the delivery of the Software. 1. License This Agreement allows you, the Customer to: a. Install and use the Software on any computer or device for each license purchased and make one copy of the Software in machine - readable form solely for backup purposes. Customer must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. b. Install and use the Software in a testing and staging environment. c. Install the Software on a storage device, such as a network server, and run the Software on an internal network. d. Use the Software either directly or indirectly or through commands, data or instructions from or to a computer not part of your internal network, for Internet or Web - hosting services only by a Customer licensed to use this copy of the Software through a valid license. e. Reproduce documentation, online help, and screen capture images solely for internal use as reference material and training literature. 2. Terms and Conditions Customer must agree to the Terms and Condition of this agreement if you wish to use this software. 3. License Restrictions and Rights The Software and Software Documentation are protected by United States Copyright Laws and international Copyright treaties, as well as other intellectual property laws. The Software is licensed and not sold to Customer. New Dawn hereby retains sole and exclusive ownership of all right, title and interest in and to all intellectual property rights in the Software, Software Documentation. Customer acknowledges that all enhancements provided by New Dawn, either provided for a contracted cost or included at no cost, are added into New Dawn's proprietary core JustWare API platform, therefore, any enhancements will remain the sole property of New Dawn. Customer may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network other than to make backup copies of the Software. You may not release proprietary Software information such as Software database schemas or Software technical specifications. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human- perceivable form. You may not rent, lease or sublicense the Software. You may not modify the Software or create derivative works based upon the Software. You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations there under. 4. Data New Dawn Technologies does not own any data, information or material in the course of Customer using or accessing the Software or the data received from third party systems. Customer, not New Dawn GOODS AND SERVICES AGREEMENT -35- 4/2011 CITY OF CITY HALL Fe ��' Feder 8th Avenue South Way Federal Way, WA 98003 -6325 (253) 835 -7000 w wv cRyoffederalway com Technologies, shall have sole responsibility and ownership for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer data or external data submitted to the Software and New Dawn Technologies shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or- submit any Customer data. 5. Upgrades a. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you, the Customer on a server user license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your earlier license and that you will not continue to use the earlier version of the Software nor transfer it to another. b. This Agreement will remain in effect for all future upgrades to the Software unless otherwise stated by a new License Agreement executed between New Dawn and the Customer. c. Customer will receive all future upgrades to the Software as long as a current Support Agreement is maintained. 6. Ownership a. The foregoing license gives you, the Customer: b. Limited rights to use the Software. Although you own the media on which the Software is recorded, you do not become the owner of, and New Dawn retains title to, the Software, any New Dawn run time libraries, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by New Dawn. c. Responsibility for the data entered and modified while using the Software. New Dawn shall not be held liable for the data contained in the system including without limitation the accuracy, responsibility for archival, loss of, use or misuse of any data entered by the Customer. 7. Disclaimer of Warranty and Limitation of Liability a. Warranty for the Software shall be defined in the Terms and Conditions. b. No oral or written information or advice given by New Dawn, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty. c. New Dawn will use reasonable commercial efforts to supply you, the Customer with a replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media, or direct you to an Online Download Site, at its option. New Dawn shall have no responsibility if the Software has been altered in any way, if the media has been damaged by accident, abuse or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware and software configuration. d. New Dawn shall not be liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, or the like), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if New Dawn or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. e. You, the user of any New Dawn Software, assume all responsibility and liability of damages caused by using said software. f New Dawn total liability (if any) to you, the Customer for actual damages for any cause whatsoever will GOODS AND SERVICES AGREEMENT -36- 4/2011 CITY OF CITY HALL Federal Federal 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 awvw. cityoffederalway. con) be limited to the amount paid by you for the software that caused such damage. 8. Escrow New Dawn provides software escrow services as part of this Agreement. The Release Condition shall be deemed to have occurred in the event of the following: a. New Dawn discontinues business because of insolvency or bankruptcy, and no successor assumes obligations under this Agreement. b. The following applies to Deposit Materials released to Customer in accordance with this Agreement: c. Customer may only use the Deposit Materials to maintain, modify and enhance the Software upon Release Condition. The maintained, modified and enhanced Software may only be used in accordance with this Agreement. d. Customer may not disclose the Deposit Materials to any third party and shall keep the Deposit Materials confidential, except as provided below. e. Customer may engage the services of independent contractors to assist Customer in exercising its rights according to this Agreement. Each such independent contractor must agree in writing that they will not disclose or transfer the Deposit Materials to any other person, and will not use the Deposit Materials for any purpose other than to assist Customer in exercising its rights according to this Agreement. GOODS AND SERVICES AGREEMENT -37- 4/2011 CITY OF CITY HALL 33325 A�k- Federa ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway co/77 JustWare API Support Agreement This Support Agreement is between New Dawn Technologies, Inc. ( "New Dawn ") and City of Federal Way and Federal Way Municipal Court ( "Customer ") with regards to the software support and upgrades of JustWare API ( "the Software "). 1. Definitions a. Support "Support" is defined as technical assistance with the Software, including but not limited to, questions about the functionality of the Software, assistance with the resolution of error message and installation questions. At New Dawn's discretion support may include troubleshooting the Software as needed to resolve issues. Support services for JustWare API (application programming interface) is provided via web forum submission and responses by New Dawn resources and not phone support. b. Version "Version" refers to a variation, either minor or major, from an earlier version of the Software. A version could refer to a minor and/or major version change. c. Major version A Major version refers to the first number in the software release, ie 4.x, 5.x. The numbers "4" and "5" represent the Major version. d. Minor version A minor version refers to the second number in the software release, ie x.1, x.2. The numbers "1" and "2" refer to the minor version. Software releases have both a Major and a Minor version number in them. e. Current Version "Current Version" is the most recent publically released version of the Software. f. Enhancement "Enhancement" refers to features and/or functionality that are not included in the Current Version of the JustWare API. Much of the Software's feature set has been driven by enhancement requests from customers. g. Service Release "Service release" is the method New Dawn uses to resolve critical issues that may be identified with the Software. h. Critical "Critical" is defined as an issue for which there is no workaround AND one of the following statements is true: i. Defect causes data loss GOODS AND SERVICES AGREEMENT -38- 4/2011 CITY OF CITY HALL Federal ` _ '�� Feder 8th Avenue South V�Y/ Federal Way, WA 98003 -6325 (253) 835 -7000 tv<vw. ityoffederatway.con) ii. Defect affects a mission critical task iii. Security risk causing possible system compromise 2. New Dawn Responsibilities During the Term of this Agreement, New Dawn shall render the following services in support of the Software, during Hours of Operation, subject to the compensation fixed for each type of service in New Dawn's current Fee Schedule: a. Provide forum response to requests and questions to our Support Department made by a JustWare Application Administrator or JustWare Application Administrator designated resource within four (4) hours during the Hours of Operation (lam — 6pm MST for standard support). b. Use all reasonable diligence in correcting verifiable and reproducible errors when reported to New Dawn. New Dawn shall, after verifying that such an error is present, initiate work in a diligent manner toward development of a solution. If the error is categorized as Critical, New Dawn shall provide the solution through a Service Release to the most recent released minor version and one minor version previous when applicable. New Dawn shall include the solution in all subsequent versions of the Software. New Dawn shall not be responsible for correcting errors in any version of the Software other than the most recent minor version with the exception of those categorized as critical. The service release process for critical bugs will be limited to the current minor version release and one minor version previous. New Dawn shall not be responsible for correcting errors as a result of hardware failure including, but not limited to, failure caused by wiring, networks, modems, phone lines, power, or connectors. New Dawn shall not be responsible for any errors caused by hardware limitations due to insufficient memory, disk storage or processing power, problems caused by hardware failure, any loss of data or problem deemed as a result of an operator, any problems caused by incorrectly installed, configured, or maintained operating system, or versions of the operating system not supported by New Dawn. New Dawn shall not be responsible for problems with, or caused by any hardware or third party software not supported by New Dawn. New Dawn shall not be responsible for problems with, or caused by software, processes, or interfaces not provided by New Dawn that interact with the Software or Software database. c. New Dawn shall not be responsible for configuring, maintaining, and upgrading the operating system including, but not limited to, backups and restores, fixes, and patches. d. Provide recommendations on the configuration and use of the Software and related hardware or software to meet the Customer's operational needs. e. Provide regular versions of the Software including select enhancements, and Service Releases for the most recent minor version and one minor version prior at no additional cost to the Customer. These versions may contain new functionality and Service Releases not specifically requested by the Customer. New Dawn will provide supplemental software and hardware requirements, recommendations and documentation per version of the Software. f. New Dawn shall treat all information, data or files provided by Customer as confidential, maintaining secure access to such material only for New Dawn support personnel for purposes of investigating or solving a support request. g. Provide regular versions of the Software including select enhancements, and Service Releases for the GOODS AND SERVICES AGREEMENT -39- 4/2011 CITY OF CITY HALL 33325 Federal ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 4vww atyoffederalway com most recent minor version and one minor version prior at no additional cost to the Customer. These versions may contain new functionality and Service Releases not specifically requested by the Customer. New Dawn will provide supplemental software and hardware requirements, recommendations and documentation per version of the Software. h. New Dawn will provide upgrades of new version releases and may halt a version upgrade installation if Customer hardware and software systems do not meet the most current system requirements and recommendations. i. Standard methods of contact include: Web and support forums: http: / /community.newdawn.com/ Hours of Operation are from 7:00 a.m. to 6:00 p.m. Mountain Standard Time except weekends and United States holidays. Customer Responsibilities a. Retain one or more internal or external resources that have experience with object oriented programming in order to effectively utilize the JustWare API. b. Maintain all related hardware and software systems required for the operation of the Software including but not limited to hardware, operating systems, security, network and storage based on the most current system requirements and recommendations. c. Keep current with the latest versions of the Software. d. Many updates to the JustWare API are dependent on updates to the JustWare application; therefore, Customer agrees to maintain current updates of JustWare in order to receive updates to the JustWare API. e. Customer agrees to provide testing and development environment for any JustWare API developers or subcontractor developers. f. Customer agrees to maintain version consistency between JustWare and the JustWare API. g. Acknowledges that all support and responses will occur via online web forums. If Customer or Customer resource requires phone support, assistance and questions, hourly rates will be billed in hourly increments of $225 per hour. h. All communications by Customer to New Dawn must be in the English language. 4. Disclaimer of Warranty and Limitation of Liability a. New Dawn disclaims all other warranties, either expressed or implied and representations with respect to the Software, except as stated in the Terms and Conditions. b. In no event shall New Dawn be liable for any indirect, consequential, special, exemplary, or incidental damages of whatever and however caused, even if New Dawn has been advised of the possibility of such damages. The cumulative liability of New Dawn to the Customer for all claims arising in connection with this agreement shall not exceed the total fees and charges paid to New Dawn by the Customer within the last 12 months. 5. Term and Termination of Service a. Many support services will occur immediately upon the signing of this Agreement and version releases and upgrades occur on a regular basis regardless of installation of software; therefore this Agreement will commence immediately upon the signing of this Agreement and continue in effect during the initial GOODS AND SERVICES AGREEMENT -40- 4/2011 CITY OF CITY HALL Fe A4►.y� ■ �� Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mm cityoffederalway.com term for a period of one (1) year. This Agreement will automatically renew for successive, one (1) year terms unless terminated by either New Dawn or Customer in accordance with this section, subject to Customer's payment of the applicable JustWare API Support fee. b. This Agreement shall immediately terminate upon the violation of the JustWare API License Agreement. c. This Agreement may be terminated by either party upon 30 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. d. If support is not maintained for the JustWare API access to the support forums and new versions of the JustWare API will not be available. 6. Fees a. Customer shall pay New Dawn the JustWare API Support fee as defined in the Payment Terms. b. New Dawn shall invoice Customer at the beginning of each JustWare API Support term as defined above for the JustWare API Support fee unless otherwise stated in the Payment Terms. GOODS AND SERVICES AGREEMENT -41 - 4/2011 CITY of CITY HALL 33325 4% Federal ay Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 ww nv. crtyoffederalway corn EXHIBIT "E" SYSTEM REQUIREMENTS JustWare System Requirements General requirements info: Important: A Microsoft Active Directory domain is required. • JustWare roles must be divided into at least two separate physical or virtual servers: Application (Webserver and Reporting Services) and Database server. • All hardware requirements assume that ONLY JustWare is running on the server. Performance will be affected if hardware is shared with other applications. • Several factors affect the performance of JustWare. Among them are: JustWare view configuration, report utilization and workflows, database size, network bandwidth and architecture, server speed (including processor, hard drive and system speeds), memory, and number and function of concurrent users. The hardware requirements listed are the minimum. For performance scaling, high availability, or disaster recovery we recommend working with your local IT group or IT contractor to ensure best results. • Kerberos Delegation is required. It can be set up before or after Microsoft SQL Server is installed. Backend Architecture flexibility JustWare is designed around Microsoft Server and Application roles that use multi or N -tier architecture to provide scalable performance. JustWare is compatible with Microsoft strategies for performance scaling, high availability, and fault tolerance in each server role. Examples: (Windows Server Clustering, SQL Clustering and Mirroring, IIS web farms, etc.) JustWare Server Roles (All server roles can be virtualized) • Web • Database • Reporting • Documents Minimum JustWare Minimum Client Requirements • Processor Intel Celeron or AMD 2.0 GHz • Memory 2 GB • Hard disk space 100 MB • Microsoft NET Framework 3.5 Service Pack 1 • Microsoft .NET Framework 4 Recommendation A monitor size of 19 inches or greater is strongly recommended for optimum usability of JustWare, dependent upon configuration and layout. Minimum supported resolution is 1024 x 768 and 120 DPI. JustWare Webserver Minimum Requirements GOODS AND SERVICES AGREEMENT -42- 4/2011 CITY OF Federal CITY HALL 33325 8th Avenue South Way Federal Way, WA 98003 -6325 (253) 835 -7000 tvww.. utyoffederahvay. corn Component Minimum Requirement Processor 2 GHz , 64 -bit, 2 core RAM 4 GB Hard Disk 80 GB Network TCP /IP, port 443 Software / Framework Windows Server 2008 (64 bit), IIS 7.0, Full NET 3.5 Service pack 1, Full NET 4.0, WSE 3.0, MSDTC JustWare Database Server Minimum Requirements Note: SQL Database Server and Full Text Search must be installed. A case - insensitive string collation setting must also be used. By default, nested triggers will be enabled on SQL Server 2008. However, JustWare will only run properly when nested triggers are disabled. JustWare cannot reside on a SQL instance with other SQL databases that require nested triggers to be enabled. The following SQL Server settings must be applied: • Enable local and remote connections. Set server authentication to SQL Server and Windows Authentication mode. The Microsoft Distributed Transaction Coordinator service ( MSDTC) must be running at all times. Component Minimum Requirement Processor 2 GHz , 64 -bit, 2 core RAM 8 GB Hard Disk 80 GB Network TCP/IP Software / Framework Windows Server 2008 (64 bit), Microsoft SQL Server 2008 64 -bit, Full NET 3.5 Service pack 1 JustWare Reporting Services Minimum Requirements Component Minimum Requirement Processor 2 GHz , 64 -bit, 2 core RAM 4 GB Hard Disk 80 GB Network TCP /IP, port 443 Software / Framework Windows Server 2008 (64 bit), Microsoft SQL Server Reporting Services 2008, Full NET 3.5 Service pack 1 JustWare Document Server Requirements Required Software To use indexing in JustWare to search the filing cabinet, Microsoft's Search Server Express must be installed. Currently Microsoft offers Search Server 2010 Express as a free download, which requires Windows Server GOODS AND SERVICES AGREEMENT -43- 4/2011 CITY OF CITY HALL A4 F33325 ��' �� Feder 8th Avenue South ederal Way, WA 98003 -6325 Fe (253) 835 -7000 rvwnv. cdyoffederahvay. com 2008 (64 -bit edition). Search Server 2010 Express requires 64 -bit Windows Server 2008 SP2, or Windows Server 2008 R2. This JustWare Service Role should be installed on its own operating system. Hardware Requirements Must meet the requirements for Microsoft Search Server 2010 Express Other: Barcode Scanner JustWare provides native barcoding functionality that is part of the base application without the incurrence of additional New Dawn costs for barcoding software. Organizations wishing to implement the barcode scanning functionality in JustWare are required to purchase barcoding hardware and are responsible for its installation and setup. Required Hardware • USB or serial port compatible • Has one of the following scanner interfaces: HID, Keyboard wedge, RS232 • ASCII Extended Code 3 of 9 enabled (Also referred to as extended Code 39 programmable) • Able to read a start character of $A as an Insert key and an end character of $Z as a F12 key Signature Pad JustWare uses Microsoft Word 2007 functionality to allow electronic signing of documents. Organizations wishing to electronically sign documents in JustWare are required to purchase signature pad hardware and are responsible for its installation and setup. Required Hardware Any Microsoft Word compatible signature pad device Document Scanner JustWare's document scanning functionality uses TWAIN technology to regulate communication with name and case records in JustWare. Documents can be scanned and then directed to the filing cabinet in JustWare. Organizations wishing to implement document scanning functionality in JustWare are required to purchase scanner hardware and are responsible for its installation and setup. The Document Scanning utility in JustWare is an additional, paid service. Required Hardware Any TWAIN- compliant document scanning device GOODS AND SERVICES AGREEMENT -44- 4/2011 CITY OF At Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mm otyoffederalway com JusticeWeb (E- Discovery, E- Filing, E- Payment) System Requirements The following section outlines the various system requirements to run JusticeWeb as recommended by New Dawn Technologies. Not meeting these requirements may result in JusticeWeb under - performing or not functioning at all. Note: It is expected that the requirements for the database have already been met. JusticeWeb Webserver Minimum Requirements The following section outlines the various system requirements to run JusticeWeb as recommended by New Dawn Technologies. Not meeting these requirements may result in JusticeWeb under - performing or not functioning at all. Note: It is expected that the requirements for the database have already been met. Minimum requirements are provided and should be increased as the number of web transactions increase. Customer is responsible for all third party software licensing unless specified in this agreement. Component Minimum Re uirement Processor 1.4 GHz , 1 core RAM 1 GB Hard Disk 32 GB Display 800 x 600 (Super VGA) Software / Framework Windows Server 2008 or 2008 R2, NET 4.0, IIS 7, JustWare 5.4 with a JusticeWeb license key Web Site Requirements for JusticeWeb Users These are requirements for the users that will be using the JusticeWeb Web site in order for the Web site to -ri-f,'nn 11rnnPrIv Component Minimum Requirement JavaScript Enabled Browser Internet Explorer 7 or 8, Firefox, Chrome, Safari Browser Size 64-0 Ax 640 JusticeWeb (E -View) System Requirements JusticeWeb (E- View) Server minimum requirements If JusticeWeb E -View will be used strictly as an authorized internal query tool for data this machine must participate on an Active Directory Network. If JusticeWeb E -View will be used in customer DMZ for public access, Active Directory Network integration is not required. Requires a SQI_, Server License. The Report Server processes and renders reports, and handles scheduled events and report delivery. The Report Server Database stores report definitions, report metadata, subscription information, and so on. Each Report Server rcquires either a local or remote cotmection to a Report Server Database. To use any of these components, each computer on which the Report Server and the Report Server GOODS AND SERVICES AGREEMENT -45- 4/2011 4' CITY OF '0** .- Federal CITY HALL 33325 a 8th Avenue South Feder Federal Way, WA 98003 -6325 (253) 835 -7000 tw" utyoffederalway. corn Database are installed must have a valid SQL Server 2005 license. This means JusticeWeb E -View can be installed on the same server as the JustWare database server, using the SQL License on that machine, or it may be installed on a separate server with an additional SQL Server license. Two licensing options are available for SQL Server 2005 Reporting Services: Per - processor licensing. Required for extranet or Internet deployments. Requires a single license for each CPU in the operating system instance running Reporting Services. This license does not require any device or user client access licenses (CALs). Server plus CALs licensing. Requires a license for the computer running Reporting Services, as well as a CAL for each user or client device that accesses reports either directly or indirectly (including the Report Designer and Report Builder). It is possible to have an additional replicated JustWare database used for JusticeWeb E -View access since queries and high traffic may degrade performance of the live database. This option will be configured and installed during JusticeWeb E -View Installation upon request. Component Minimum Requirement Processor Intel Pentium 4 1.0 GHz RAM 512 MB Software / Framework Windows Server 2000 server pack 4 or later, SQL Server 2005, SQL Reporting Services 2005, JustWare Database 4.6.7 or later, IIS 5.0 or later, NET Framework JusticeWeb (E -View) Client Minimum Requirements Client machines require a connection to the server either through the Intranet or the Internet and Internet Explorer for viewing JusticeWeb E -View reports. Recent versions of Netscape and Firefox web browsers are supported. Component Minimum Requirement Software / Framework IE 6.0 or later, Visual Basic® .NET, Visual C40 .NET, Visual C + +® NET Standard, Business Intelligence Developer Studio, or Visual 06 or Business Intelligence Developer Studio GOODS AND SERVICES AGREEMENT -46- 4/2011