HomeMy WebLinkAbout2010-052 Agrmt - Brazos Technology
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SOFfW ARE LICENSE AGREEMENT
TillS AGREEMENT is entered into as of the 5th day of April 20 I 0, (hereinafter referred to
as the "Effective Date") by and between Brazos Technology Corporation, a Texas corporation, with
its principal offices located at 526 University Drive East, Suite 20lA College Station, Texas 77840
(hereinafter referred to as "Brazos Technology"), and City of AsWand. with its principal offices
located at 1155 E. Main Street. AsWand. OR 97520 (hereinafter referred to as "Licensee").
This Agreement is made with respect to the following facts and objectives:
RECITALS:
A. Brazos Technology has developed a proprietary software product, which is designed
to extend data and processes across multiple platforms and technologies (hereinafter
referred to as the "Software").
B. Licensee desires to obtain a non-exclusive license to use the Software and Brazos
Technology desires to grant Licensee such a license.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and
covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
I. License. Brazos Technotogy hereby grants to Licensee a non-exclusive license to
use the Software and the documentation, if any, provided in connection therewith (hereinafter
referred to as the "Documentation") solely in connection with ROC and eCitation. Licensee may
make one copy of the Software and Documentation for back-up and/or archival pUJlloses.
2. Licensee Fee. Licensee agrees to pay Brazos Technology the license fee identified
in Exhibit A to this Agreement. Such fee shall be due immediately upon execution of this
Agreement by the parties. 'Fees for ConfigurationlInstallation will be due on the following
schedule: Y, upon contract execution and Y, upon delivery. Fees for training will be due upon
delivery. Exhibit B identifies the recommended hardware required for delivery of the solution and
will be due on the following schedule: Y, upon contract execution and Y, upon delivery.
3. Limitations of Use. Licensee acknowledges and agrees that Licensee will not
timeshare, modify, sublicense, transfer, assign, copy, reverse engineer or decompile the Software,
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Documentation or any portion thereof except as expressly set forth herein. Licensee further
acknowledges and agrees that Licensee will limit its use of the Software and Documentation to the
number of users and/or the site location identified in Exhibit A to this Agreement.
4. Non-disclosure. Licensee acknowledges and agrees that the Software and
Documentation contain trade secrets and/or confidential information (hereinafter collectively
referred to as "Confidential Information") and that Licensee will take reasonable efforts to prevent
the disclosure of such Confidential Information to any third party.
5. Ownershio. Licensee acknowledges and agrees that Brazos Technology is the sole
owner of all right, title and interest in and to the Software and Documentation and that nothing
contained herein shall grant Licensee any ownership interest in the Software or Documentation.
6. Uogrades. In the event that Brazos Technology, in its sole discretion, should
provide Licensee with any upgrades, corrections or modifications to the Software or
Documentation, such upgrades, corrections or modifications shall be considered, as applicable,
"Software" or "Documentation" for the purposes of this Agreement. Notwithstanding the foregoing,
nothing contained in this Agreement shall be construed as obligating Brazos Technology to provide
Licensee with any upgrades, corrections, modifications, maintenance services or support services
hereunder.
7. Warranty.
a. Brazos Technology warrants and represents that it is the owner of all right, title and
interest in and to the Software and Documentation and that use of the Software and Documentation
as contemplated herein shall not infringe upon any third party patent or copyright. This warranty
and representation does not apply to any infringement arising out of any unauthorized modification
of the Software or Documentation or any infringement arising out of the use of the Software or
Documentation in combination with any third party product.
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b. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE
SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" AND BRAZOS
TECHNOLOGY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR VERBAL, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. BRAZOS TECHNOLOGY DOES NOT
WARRANTOR REPRESENT TIIAT ANY USE OF THE SOFTWARE OR
DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE
EXPRESSLY ASSUMES ALL RISKS AND LIABILITIES RESULTING FROM THE USE OR
INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, INCLUDING WITHOUT
LIMITATION ANY ECONOMIC LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, LOST
PROFITS, LOST SAVINGS, LOSS OF RECORDS OR LOSS OF DATA
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8. Indemnification. Brazos Technology agrees to indemnify and defend Licensee from
and against any third party claim arising out of a breach of the Warranty provisions set forth in this
Agreement, provided that Brazos Technology is provided with prompt notice of any such third party
claim and Brazos Technology is allowed full control over the defense of such claim.. Licensee
acknowledges and agrees that Brazos Technology may fulfill its obligations hereunder by (i)
obtaining from the third party claimant a license pursuant to which Licensee may continue its use of
the Software and Documentation or (ii) providing Licensee with substitute software and/or
documentation that does not infringe upon the rights of the third party claimant Licensee further
acknowledges and agrees that in the event that Brazos Technology, in its sole discretion, determines
that neither of the options set forth above are reasonable, Brazos Technology may fulfill its
obligations hereunder by terminating this Agreement and refunding to Licensee the license fees paid
by Licensee to Brazos Technology hereunder, prorat~ over a period of five (5) years.
9. Limitation of Liabilitv.
a. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BRAZOS
TECHNOLOGY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE
OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES OR ANY KIND
WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY ECONOMIC LOSS,
PROPERTY DAMAGE, PHYSICAL INJURY, LOST PROFITS, LOST SAVINGS, LOSS OF
RECORDS OR LOSS OF DATA, ARISING OUT OF THE USE OF THE SOFTWARE OR
DOCUMENTATION, REGARDLESS OF WHETHER ARISING UNDER BREACH OF
CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY
OR CLAIM, EVEN IF BRAZOS TECHNOLOGY HAS BEEN ADVISED OF THE
POSSffiILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD
. HAVE BEEN REASONABLY FORESEEN.
. b. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT UNDER
NO CIRCUMSTANCES SHALL THE ENTIRE LIABILITY OF BRAZOS TECHNOLOGY FOR
ANY LOSS OR CLAIM ARISING OUT OF THIS AGREEMENT, ANY USE OF THE
SOFTWARE OR DOCUMENTATION, OR ANY INABILITY TO USE THE SOFTWARE OR
DOCUMENTATION, EXCEED THE SUM OF THE LICENSE FEE PAID BY LICENSEE TO
BRAZOS TECHNOLOGY HEREUNDER
10. Allocation or Risks. LICENSEE ACKNOWLEDGES AND AGREES THAT THE
LICENSEE FEE PAID BY LICENSEE TO BRAZOS TECHNOLOGY FAIRLY AND
ACCURATELY REFLECTS THE ALLOCATION OF RISKS BETWEEN LICENSEE AND
BRAZOS TECHNOLOGY, INCLUDING WITHOUT LIMITATION, THE TERMS AND
CONDITIONS SET FORTH IN THE WARRANTY AND LIMITATION OF LIABILITY
SECTIONS OF THE AGREEMENT. LICENSEE FURTHER ACKNOWLEDGES AND
AGREES THAT ANY MODIFICATIONS TO THE ALLOCATIONS OF RISK WOULD
REQUIRE BRAZOS TECHNOLOGY TO CHARGE A HIGHER LICENSEE FEE FOR THE
SOFTWARE AND DOCUMENTATION. WITHOUT LIMITING THE GENERALITY OF THE
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FOREGOING, LICENSEE ACKNOWLEDGES AND AGREES THAT EACH OF THE TERMS
AND CONDITIONS SET FORTH IN THE WARRANTY AND LIMITATION OF LIABILITY
SECTIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, EVEN
IF ANY REMEDY CONTAINED HEREIN IS DETERMINED TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE.
11. Term and Termination.
a. This Agreement shall commence as of the Effective Date and shall continue unless
and until terminated as set forth herein.
b. Either party may terminate this Agreement in the event that the other party commits
a material breach of this Agreement and fails to cure such material breach within twenty (20) days
after receiving written notice of the same.
c. Brazos Technology may terminate this Agreement, immediately upon written notice
to Licensee, in the event that Licensee fails to use the Software and Documentation for the purpose
contemplated herein.
d. Immediately upon any termination of this Agreement, Licensee shall return to
Brazos Technology any and all copies of any Software or Documentation in its possession.
e. The tenus and conditions of this Agreement relating to Non-disclosure, Warranty,
Limitation of Liability and Allocation of Risks shall survive any termination or expiration of this
Agreement
12. Assignment Licensee acknowledges and agrees that it may not assign any right or
obligation arising under this Agreement to any third party without the express written consent of
Brazos Technology which may be withheld for any or no reason.
13. Governinl! Law. This Agreement, including its interpretation, performance and
enforcement shall be governed by and construed in accordance with the laws of the State of Texas
applicable to contracts entered into and performed in Brazos County, and exclusive jurisdiction over
any dispute arising out of or relating to this Agreement shall be held by the appropriate state and/or
federal courts located in Brazos County, Texas.
14. Bindinl! Effect This Agreement shall inure to the benefit of and binding upon the
parties hereto and to their respective successors and legal representatives.
15. Nonwaiver. No provisions of this Agreement will be waived by any party except in
writing. The parties hereto agree that the waiver by any party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision
by the same party, or any other provision or condition of this Agreement
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16. No Joint Venture. Nothing herein contained shall be construed to place the
parties in the relationship of partners, joint venturers, or principal and agent and neither party shall
have any power to obligate or bind the other party in any manner whatsoever.
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17. Severability. If any provision or application of this Agreement shall be held invalid
or unenforceable the remaining provisions and applications of this Agreement shall not be affected,
but rather shall remain valid and enforceable.
18. Entire Agreement This Agreement constitutes the entire agreement and supersedes
any and all other understandings and agreements between the parties with respect to the subject
matter hereof and no representation, statement or promise not contained herein shall be binding on
either party. This Agreement may be modified only by a written amendment duly signed by
persons authorized to sign agreements on behalf of the parties and shall not be supplemented or
modified by any course of dealing or trade usage.
IN WITNESS WHEREOF, the parties have hereunder executed this Agreement effective as of the
date last signed.
CITY OF ASHLAND, OR
BRAZOS TECHNOLOGY
Signed: .~ ~~~
Signed: .~1U'~
Print Name: ')) L7U." . t.~ J.
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Print Name: Michael S. McAleer
Title: f7~c.eJ\~Y-
Title: President
Date:
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Date: L(- Z?,,- 2010
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Brazos Technol Software license
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EXHIBIT A
Seven (7) RunIT software license for PDA
Software Includes:
Unlimited number of logins to the PDA
One-Year of Software Maintenance
One-Year of Software Support
ConfigurationlInstallation Fee
Configuration Includes:
Customized PDAIW eb screen layouts
Customized citation receipt for defendant
Customized citation report for court and PD
Integration with INCODE
Extended Training
2 days of on-site training of officers
1 day of administrator training
Classroom and practical training
* Brazos will deliver the equipment to eliminate shipping to customer.
$5,250 USD
$7,500 USD
$3,500 USD
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EXHIBIT B - Hardware
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Attached Proposal VLO - "Proposal for Electronic Citation" submitted by Brazos Technology on
November 13, 2009, is hereby incorporated by this reference.
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EXHIBIT C - Performance Period and Pav Schedule
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Licensor agrees to:
1. Complete hardware installation within forty (40 ) calendar days,
2. Complete software installation, integration, testing and tuning within forty-seven (47)
calendar days,
3. Complete Software Parameter Configurntion Analysis within fifty-four (54) calendar days,
and
4. Complete training within sixty-one.(61) calendar days.
Licensee agrees to:
I. Pay $10,546.50 upon signing of this Agreement for acquisition of all hardware as listed on
pages four and five of the Proposal for Electronic Citation incorporated in Exhibit B,
2. Pay $10,546.50 upon completion of hardware installation,
3. Pay $5,250 upon completion of software installation, integration, testing and tuning,
4. Pay $7,500 upon completion of Software Parameter Configurntion Analysis and Setup,
5. Pay $3,500 upon completion of all training of Licensee's staff, and
6. Make good faith effort to assist and cooperate with Licensor to meet all performance
deadlines.
The following performance period and pay schedule shall control if there is a conflict between the
terms of this Exhibit and any of the terms in the Software License Agreement or Software
Maintenance Agreement. All performance periods shall be measured in calendar days from the date
of the signing of the Software License Agreement. Any performance period may be extended by
writing upon mutual agreement of Licensor and Licensee, but in no event shall the completion of
the project be extended by more than sixty (60) days. The Chief of Police or the Director of
Information Technology have authority to extend the project completion dates on behalf of
Licensee.
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SOFTWARE MAINTENANCE AGREEMENT
This Agreement ("Agreement") is made and entered into and effective 5th day of April
2010, by and between Brazos Technology Corporation, having its principal place of
business at 526 University Drive East, Suite 201A, College Station, Texas 77840, USA
("Brazos Technology") and City of Ashland, having its principal place of business at
1155 E. Main Street, Ashland, OR 97520 ("Licensee").
Licensee
WHEREAS, BRAZOS TECHNOLOGY has provided to Licensee certain software
as specified in Exhibit A of this Agreement ("Covered Software") pursuant to a software
license agreement between the parties (the "License Agreement"); and
WHEREAS, Licensee wishes to have BRAZOS TECHNOLOGY provide
maintenance and support services pursuant to the terms and conditions of this
Agreement;
NOW, THEREFORE, the parties agree as follows:
I. INCORPORATION OF DOCUMENTS
The following documents are attached hereto and, by this reference, incorporated
in this Agreement:
Exhibit A
Covered Sites, Software & Configuration
Exhibit B
Authorized Licensee Contacts
Exhibit C
Services and Fees
II. COVERAGE
During the term of this Agreement, BRAZOS TECHNOLOGY agrees to provide
maintenance and support services for the Covered Software operating at the site(s) and
on the hardware configurations listed in Exhibit A ("Maintenance Services"). Unless
specifically listed in Exhibit A, Section II, Covered Software does not include hardware
vendor operating systems and other system software, Licensee-developed software,
and third-party software (except any third party software embedded in the Covered
Software).
III. DESCRIPTION OF MAINTENANCE SERVICES
A. Support Services. During the term of this Agreement, BRAZOS TECHNOLOGY
will provide the services described herein so as to maintain the Covered Software in
good working order, keeping it free from material defects so that the Covered
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Software shall function properly and in accordance with the accepted level of
performance as set forth in the License Agreement.
(1) Service Response. BRAZOS TECHNOLOGY will make available to Licensee
a telephone number (the "Support Center HOTLINE") for Licensee to call
requesting service of the Covered Software. The Support Center HOTLINE
operates 24 x 7 x 365. The HOTLINE can also be used to notify BRAZOS
TECHNOLOGY of problems associated with the Covered Software and related
documentation.
B. Remedial Support. Upon receipt by BRAZOS TECHNOLOGY of notice from
Licensee through the Support Center HOTLINE of an error, defect, malfunction or
nonconformity in the Covered Software, BRAZOS TECHNOLOGY shall respond as
provided below:
Severity 1: Produces an emergency situation in which the Covered Software is
inoperable, produces incorrect results, or fails catastrophically.
RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified
member of its staff to begin to diagnose and to correct a Severity 1 problem as
soon as reasonably possible, but in any event a response via telephone will be
provided within one (1) hour. BRAZOS TECHNOLOGY will continue to provide
best efforts to resolve Severity 1 problems in less than forty-eight (48) hours. The
resolution will be delivered to Licensee as a work-around or as an emergency
software fix. If BRAZOS TECHNOLOGY delivers an acceptable work-around, the
severity classification will drop to a Severity 2.
Severity 2: Produces a detrimental situation in which performance (throughput or
response) of the Covered Software degrades substantially under reasonable
loads, such that there is a severe impact on use; the Covered Software is
usable, but materially incomplete; one or more mainline functions or commands
is inoperable; or the use is otherwise significantly impacted.
RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified
member of its staff to begin to diagnose and to correct a Severity 2 problem as
soon as reasonable possible, but in any event a response via telephone will be
provided within four (4) hours. BRAZOS TECHNOLOGY will exercise best
efforts to resolve Severity 2 problems within five (5) days. The resolution will be
delivered to Licensee in the same format as Severity 1 problems. If BRAZOS
TECHNOLOGY delivers an acceptable work-around for a Severity 2 problem,
the severity classification will drop to a Severity 3.
Severity 3: Produces an inconvenient situation in which the Covered Software is
usable, but does not provide a function in the most convenient or expeditious
manner, and the user suffers little or no significant impact.
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RESPONSE: BRAZOS TECHNOLOGY will exercise best efforts to resolve,
Severity 3 problems in the next maintenance release.
Severity 4: Produces a noticeable situation in which the use is affected in some
way which is reasonably correctable by a documentation change or by a future,
regular release from BRAZOS TECHNOLOGY.
RESPONSE: BRAZOS TECHNOLOGY will provide, as agreed by the parties, a
fix or fixes for Severity 4 problems in future maintenance releases.
C. Maintenance Services. During the term of this Agreement, BRAZOS
TECHNOLOGY will maintain the Covered Software by providing software updates and
enhancements to Licensee as the same are offered by BRAZOS TECHNOLOGY to its
licensees of the Covered Software under maintenance generally ("Updates"). All
software updates and enhancements provided to Licensee by BRAZOS
TECHNOLOGY pursuant to the terms of this Agreement shall be subject to the terms
and conditions of the License Agreement between the parties. Updates will be provided
on an as-available basis and include the items listed below:
(1) Bug fixes;
(2) Enhancements to market data service software provided by BRAZOS
TECHNOLOGY to keep current with changes in market data services or
as BRAZOS TECHNOLOGY makes enhancements;
(3) Enhancements to keep current with the current hardware vendor's OS
releases, as available from BRAZOS TECHNOLOGY, provided that the
current hardware vendor's OS release is both binary and source-
compatible with the OS release currently supported by BRAZOS
TECHNOLOGY; and
(4) Performance enhancements to Covered Software.
(5) Updates do not include:
(a) Platform extensions including product extensions to (i) different
hardware platforms; (ii) different windowing system platforms; (iii)
different operating system platforms; and
(b) New operating system updates or hardware bios updates.
Updates will be provided in machine-readable format and updates to related
documentation will be provided in hard copy form. All such deliveries shall be
made electronically to the installed computers automatically during a sync
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process. Licensee agrees to sync each device no less than once per month to
obtain any software or configuration changes. Duplication, distribution and
installation of documentation updates are the responsibility of Licensee. If
requested, BRAZOS TECHNOLOGY will provide on-site assistance in the
installation of Updates on a time and materials basis, plus expenses.
BRAZOS TECHNOLOGY will provide support services for previous releases for
a minimum period of six (6) months following the general availability of a new
release or software update. After this time, BRAZOS TECHNOLOGY shall have
no further responsibility for supporting and maintaining the prior releases.
BRAZOS TECHNOLOGY assumes no responsibility for the correctness of,
performance of, or any resulting incompatibilities with, current or future releases
of the Covered Software if the Licensee has made changes to the system
hardware/software configuration or modifications to any supplied source code
which changes effect the performance of the Covered Software and were made
without prior notification and written approval by BRAZOS TECHNOLOGY.
BRAZOS TECHNOLOGY assumes no responsibility for the operation or
performance of any Licensee-written or third-party application.
D. Services Not Included. Maintenance Services do not include any of
the following: (1) custom programming services; (2) on-site support, including
installation of hardware or software; (3) support of any software not Covered
Software; (4) training; or (5) out-of-pocket and reasonable expenses, including
hardware and related supplies.
IV. ON-SITE SUPPORT
As requested by Licensee, and upon reasonable notice and approval by BRAZOS
TECHNOLOGY, BRAZOS TECHNOLOGY shall maintain personnel at any of the
covered Sites. On-site personnel will perform ongoing system administration,
monitoring, reconfiguration and tuning, problem diagnosis, and resolution, and
interfacing with Licensee personnel on production system issues, to the extent possible
during normal business hours. These personnel shall also be responsible for the
installation of new BRAZOS TECHNOLOGY software releases on the production
system and the distribution of documentation updates. In addition, on-site personnel will
provide training to Licensee personnel on the operation and administration of the
Covered Software as time permits. -
V. TIME AND MATERIALS SERVICES
A For Non-BRAZOS TECHNOLOGY Problems. In the event that Licensee
notifies BRAZOS TECHNOLOGY of a problem experienced by Licensee in
connection with the operation of the Covered Software, BRAZOS
TECHNOLOGY shall respond as provided in Section 111.8., above. If the cause of
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such problem is not an error, defect or nonconformity in the Covered Software,
Licensee shall compensate BRAZOS TECHNOLOGY for all work performed by
BRAZOS TECHNOLOGY in connection therewith, on a time and materials basis
at Brazos Technology's then current standard rates, unless otherwise agreed by
the parties in writing at the time, plus expenses. Expenses for travel and travel-
related expenses and individual expenses in excess of US$500 require the prior
approval of Licensee.
B. For Non-BRAZOS TECHNOLOGY Software. Upon request and reasonable
notice from Licensee, BRAZOS TECHNOLOGY will provide assistance in the
installation of non-BRAZOS TECHNOLOGY software on a time and materials
basis, plus expenses. Non-BRAZOS TECHNOLOGY software consists of any
software not specifically listed in Exhibit A. Section II, including the following:
1. New releases and updates to hardware vendor operating systems and
other system software not listed in Exhibit A;
2. Licensee-developed software; and
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3. Third-party software (except third party software embedded in the
Covered Software). .
VII. ACCESS
/ Software Maintenance is conditioned upon provision by Licensee to BRAZOS
TECHNOLOGY of reasonable appropriate access to the system(s) running the Covered
Software, including, but not limited to, passwords, system data, file transfer capabilities,
and remote log-in-capabilities. BRAZOS TECHNOLOGY will maintain security of the
system and use such access only for the purposes of this Agreement and will comply
with Licensee standard security procedures. Information accessed by BRAZOS
TECHNOLOGY agents or employees as a result of accessing Licensee system shall be
deemed confidential information pursuant to the terms of the Software License
Agreement executed concurrently between the parties hereto.
Licensee shall also use commercially reasonable efforts to provide an active voice
telephone line at each site which is available continuously when required for support
access.
VIII. PROBLEM REPORTING AND TRACKING PROCEDURES
Licensee may use the services described herein only by making reference to the
authorized support Agreement number. All such reports and requests will be made
through the authorized individuals (up to two [2] per site), designated by Licensee in
Exhibit B, who may be changed by Licensee from time to time by written notice to
BRAZOS TECHNOLOGY. A twenty-four (24) hour Support Center HOTLINE is
provided for problem reporting outside of normal business hours.
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IX. FEES
A. Maintenance Fees. Fees for Maintenance Services provided under this
Agreement are contained in Exhibit C. Any time a site or software package is added or
deleted from Exhibit A, BRAZOS TECHNOLOGY will automatically adjust and/or
amend Exhibit A and Exhibit C accordingly. BRAZOS TECHNOLOGY will also perform
a bi-annual audit of all sections in Exhibit A. If changes have occurred, BRAZOS
TECHNOLOGY will adjust and/or amend Exhibit A and Exhibit C, and maintenance
fees will be adjusted accordingly.
Rates will be reviewed and adjusted accordingly when another site is added
and/or the workstation/server base increases (i.e., added equipment and/or installed
software) and/or software to be supported exceeds the Covered Software.
B. Expenses. Licensee agrees to reimburse BRAZOS TECHNOLOGY for
reasonable expenses related to the performance of services. Expenses may include,
but are not limited to, charges for materials, freight, travel (including lodging and
associated expenses), printing and documentation, and other out-of-pocket expenses
reasonably required for performance. Expenses for travel and travel-related expenses
and individual expenses in excess of US$500 require the prior approval of Licensee.
X. PAYMENT
A. Maintenance fees and fees for on-site support, if applicable, will
be invoiced annually, thirty (30) days in advance of the year.
XL EXCLUSION OF LIABILITY
BRAZOS TECHNOLOGY MAKES AND LICENSEE RECEIVES NO WARRANTY
EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL
WARRANTIES OF MERCHANTIBILlTY AND FITNESS FOR A PARTICULAR
PURPOSE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE MAINTENANCE
FEES AND OTHER CHARGES WHICH BRAZOS TECHNOLOGY IS CHARGING
UNDER THIS AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR
ASSUMPTION BY BRAZOS TECHNOLOGY OF THE RISK OF LICENSEE
CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT
DAMAGES. ACCORDINGLY, BRAZOS TECHNOLOGY SHALL HAVE NO LIABILITY
WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR
CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE
CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL
BRAZOS TECHNOLOGY BE LIABLE HEREUNDER TO LICENSEE FOR
CUMULATIVE DIRECT DAMAGES IN ANY AMOUNT GREATER THAN THAT PAID
BY LICENSEE TO BRAZOS TECHNOLOGY UNDER THIS AGREEMENT AS A
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MAINTENANCE FEE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION.
XII. General
A Each party acknowledges that it is bound by the terms of this
Agreement and further agrees that it is the complete and exclusive statement of the
Agreement between the parties, which supersedes and merges all prior proposals,
understandings and all other Agreement with respect to software maintenance, oral and
written, between the parties relating to this Agreement This Agreement may not be
modified or altered except by a written instrument duly executed by both parties.
B. This Agreement and performance hereunder shall be governed by and
construed in accordance with the laws of the State of Texas. Any and all proceedings
relating to the subject matter hereof shall be maintained in the state or federal courts of
Brazos County, Texas, which courts shall have exclusive jurisdiction for such purpose.
Each of the parties waives any objection to venue or in personam jurisdiction, provided
that service is effective.
C. If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall
in no way be affected or impaired thereby.
D. Neither party may assign, without the prior written consent of the other, its
rights, duties or obligations under this Agreement to any other person or entity, in whole
or in part.
E. The waiver or failure of either party to exercise in any respect any right
provided for herein shall not be deemed a waiver of any further right hereunder.
XIII. TERM AND TERMINATION
The term of this Agreement shall be for one (1) year. Software Maintenance
service shall commence upon the expiration of the Warranty Period set forth in the
License Agreement and shall remain in effect for the original one-year (1-year) term
and, thereafter, for renewal terms on a year-to-year basis until terminated (i) by
Licensee in the event the Covered Software is taken out of service and upon sixty (60)
days' notice to BRAZOS TECHNOLOGY; (ii) by either party upon sixty (60) days' notice
prior to the expiration of the original one-year (1-year) or any subsequent one-year (1-
year) renewal term; (iii) by either party upon a default of the other party, such default
remaining uncured for thirty (30) days from the date of written notice from the non-
defaulting party to the other specifying such default; (iv) upon the bankruptcy or
insolvency of BRAZOS TECHNOLOGY; or (v) the License Agreement is terminated.
Upon such termination, BRAZOS TECHNOLOGY shall refund to Licensee a portion of
Brazos Technology Maintenance Agreement
CONFIDENTIAL INFORMATION
Page 7 of 11
')brazos
technology
v1.1
the maintenance fee prorated to reflect the date of termination and neither BRAZOS
TECHNOLOGY nor Licensee shall have any further obligations hereunder.
IN WITNESS WHEREOF, each party has caused a counterpart of the original of
this Agreement to be executed as of the date first written above by its duly authorized
representative.
CITY OF ASHLAND, OR
BRAZOS TECHNOLOGY
Signed: ~ o!--
.~
,
Signed: ~ 1J;I(~
Print Name: b L -r.:;.",-,,~
Print Name:
Michael McAleer
Title: r:~a..A.-" f) I VOL-e.:hv-
Title:
President
Date: :r~./l..#'/o
Date:
l/ -z5"'- tD! 0
Brazos Technology Maintenance Agreement
CONFIDENTIAL INFORMATION
Page 8 of 11
.)brazos
technology
v1_1
EXHIBIT A -- COVERED SITES, SOFTWARE AND CONFIGURATION
A. Covered Sites.
This Agreement covers the following Licensee sites:
Ashland Police Department
Ashland Municipal Court
B. Covered Software.
This Agreement covers the following software components at each site
listed in Exhibit A, Section A:
Brazos BuildlT Website for eCitation processing
Brazos RunlT Mobile software
eCitation processing for both Symbol MC70175s
C. Covered Configuration.
This Agreement covers the following configuration:
Seven (7) workstation/PDA licenses of Covered Software purchased by
Licensee.
Brazos Technology Maintenance Agreement
CONFIDENTIAL INFORMATION
Page 9 of 11
. .
.)brazos
technology
v1.1
EXHIBIT B - AUTHORIZED LICENSEE CONTACTS
For purposes of this Agreement, the following individuals shall be designated
per site as the authorized Licensee support contacts:
Ashland PD Address:
Name
Title
Phone #
Contact:
Brazos Technology Maintenance Agreement
CONFIDENTIAL INFORMATION
Page 10 of 11
. . ..
"'brazos
technology
v1.1
EXHIBIT C - SERVICES AND FEES
A. Maintenance Fee
Maintenance Services for the applications and configuration listed in Exhibit A
will be included in the software cost for the first year of this Agreement This fee
will be adjusted at each anniversary date of this Agreement if necessary;
however, the maintenance feel shall not increase by more than.five percent (5%)
per year.
Brazos Technology Maintenance Agreement
CONFIDENTIAL INFORMATION
Page 11 of 11
C.ITY <>F
~.S'HLAN p.
CITY OF ASHLAND, OR
PROPOSAL
FOR
ELECTRONIC CITATION
November 13, 2009
Submitted by: .
'-) brazos
technology
Proposal is valid untill'lecemoeri31f,Z009.
v2
November 13, 2009
Chief Holdemess
Ashland Police Department
1155 E Main Street
Ashland; OR 97520
Dear Chief Holdemess:
Thank you for the opportunity to submit this proposal to the City of Ashland, OR for a Mobile
eCitation Solution. Brazos Technology is excited to tender this offer for a solution which we feel
not only meets the needs of the Department's eCitation initiative but is one that can be
leveraged over many other departmental functions.
Our emd-to-end solution provides the ticket writers for the officers, the back-,end software for
reporting and administrative functions, and court-specific features for standardizing all citation
processing using ourweb~based server. We have a complete turn-key solution today.that has
been implemented more 100 agencies in multiple States. The details and benefits of our
solution are further explained in this proposal.
The solution proposed provides an opportunity to leverage your current investment (hardware
and software) in mobile application software across all departments and enable them on the
Brazos platform. We trust that you will see that the solution provides the greatest opportunity for
future growth!
I included a comprehensive solution on the hardware but you will have the option to add many
of these features on over time if budget does not permit the upfront expenditure.
As a brief summary to the proposal, we are including the following:
1) Complete Development of the following forms:
a. City of Ashland's e-Citation
2) 7 e-Citation Module Software Licenses (7 MC75s handheld units)
3) All hardware w/accessories including:
a. Motorola MC75 handheld devices
b. Zebra Wireless Bluetooth Rugged Printers
c. Magstripe readers
d. GPS tracking
4) Interface to City of Ashland, OR' Records Management System (Tiburon) - if Ashland
chooses to go that route .
5) Interface to existing "Message Switch/Query Database" (third-party vendor may charge
something to open the interface)
6) Interface to Ashland's Municipal Court System (Incode)
Copyright@2009 Brazos Technology Corporation. Inc. All rights reserved.
All material (in whatever medium or format) and Information contained herein (collectively. "Material")
is proprietary and confidential infonnation of Brazos Technology Corporation.
2
v2
Please review this proposal at your convenience and call me at 720-341-0697 should you have
any questions.
Again, we are truly appreciative of your consideration and look forward to working with you!
Sincerely,
Bill S. Williams
Regional Sales - StateILocal Government
Brazos Technology Corp.
707 South Texas Ave
Suite 103D
College Station, TX 77840
Mobile 720.341.0697
Office 979.690.2811
Fax 713.583,9323
bwilliams(cl)brazostech.com
www.brazostech.com
"
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium or format) and infonnation contained herein (collectively. "Material")
is proprietary and confidentiallnfonnation of Brazos Technology Corporation.
3
v2
** Please refer to Appendix A for complete specifications of the hardware recommended,
~~~S~~~~tf""f<1 ~ FOiiit~ l"'r:t^~iitota-I~ ~@i!@~
~~ARE.;.(~p,we{e!llJjWryJz.osm;chl!~('1gy)1;l:1 ~=~ :-'~-''>~''''''\;..:;';o ~~' ':';-,&(<g ~', ~{;' ~ "
~ "c"..~1irf,,,___~,~~~--;;,,>>:!~ '" :'t...:~"""~~lJtt..s.j,;;:a~"',,,_~ ~,tCostito\l ~JJ);.~;;,Co.s~~{~ .'Maintenance.~
Year1/
On-going (Yr 2
olus)
Application Software
Brazos eCitation Mobile (7 Handhelds)
-Includes: Included I
eCitation and Wamings 7 $750 $5,250 $250/device
Oregon State Accident Report 0 $200 Optional N/A
Brazos eCitation Server (Hosted wi unlimited .
users) 1 Included $0 Included
NCIC/Oregon State Retum Connectivity (optional)- N/A
allows users to run "Retums" on handheld devices N/A N/A Optional
Local WantslWarrants Interface (Incode Court 1 Included $0 N/A
Svstem)
Court Interface (Incode) 1 Included $0 Included I
$650
RMS Interface (Tiburon - note: we do not control
any additional interface costs that Tiburon may 1 Included $0 Included /
charge on their end to open'the eGitation $650
interface! .
Total Software $5,250
';,~'"V"'" -l3i.t.~~L~'v("_~~;:~~.~,~.j.liJl;"':' "H ,,~~~::~,,~~: 7-':~'"1 Qi.ian}~ Unit~t~.;::t~ .::::'..;~~~~~~7:.' ;',\.;-'(-';1'. .:r,' "~~
HARDWARE,. -.' :';'~;,."'? """>t""',,,,, :-,.d.-A"" ...,. {:iffi"""-ii\\o~ l~~t::._~~~';:'~ Total,Costj '",ij /:!J~,.~..t~"'f,. tf.cA:~
tllit:f~~I~"'~.JJ'~~Jk ;j1~~4<.;~:'~".;;"4~&;,~;'t:~f\~-~;"'"M~i..~';f~.miJ ti ~..2:~~ Costit;.;,,3;ti ri;:::'$'tt. "'-:;:!r,,':,.I.::;;'.;~ Jt:_~~~f;_: ..~~:l.:i~f~:,~t:; ~
Motorola MC75 Device (Recommended)
624 MHz Processor
128MB RAM 256 ROM
Windows Mobile 6.0
20 Imager
Color Picture
Bluetooth Radio 7 $1,640 ~11,480
802.11 a/b/g
Ruggedized
Extended Battery
VERIZON
GPS
Motorola MC75 Magstripe R~ader 7 $145 $1,015
Motorola MC75 4-Bay Cradle (with cables) '2 $425 $850
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium or format) and information contained herein (collectively, "Material")
is proprietary and confidential information of Brazos Technology Corporation.
4
v2
7 $59 $413
2 $195 $390
7 $265 $1,855
7 $650 $4,550
7 $65 $455
Additional Extended Life Battenes for MC75
4-Bay Battery Charger for Extended Life
Batteries
Motorola Bronze Support (3 years)
Zebra RW420 Bluetooth Printer
Bluetooth Communications
Zebra Wall Charger
Zebra Vehicle Mount
Zebra Extended Warranty (4 years)
Paper (1 box of 36 rolls) - Standard Thermal Paper
Paper (1 box of 36 rolls) - Poly Thermal Paper
1
$85
Total Hardware
$85
$21,093
""",'_~-"'-""""""""""'b&~ "1 U.il,.mC'.o1f~Jl:~';:""~1,;,;' Z1""-,':;f"':rr',tt~~\"".t~:\.~ ~!f"-~~';'; 1ir.~~~:;~"-!i. ._:}1f~4~....t~-""'1:\'i~;,"t~;'l
~~~~,~~~~~!tSj1~~~~E~:;t~~~{~:~~~~:t~ t,~B~;P~~~'i~~'il:;~~j ~~~~-~~Ei t~~"ti2;~~~~::
Project Management
Hardware Installation (if hardware proposed)
Installation, Integration, Test and Tuning
Software Parameter Configuration Analysis &
Setu
Training (Train the Trainer)
Documentation
Customization
Post-Implementation Support
Included
N/A
Included
3 days on-site
Included
Included
Included
Total Implementation Services
$0
N/A
$3,750
$3,750
$3,500
$0
$0
$0
$11,000
07rT""'HmE R'--" ~'$O"""""S;~S-'-"'-'.~:;?" ,';:'1;..~lt,:'t~~~.:r:.:;;f,,'.,~;"::;:Z;Z;~~'S",~.~.~~' l"::k~~7Y.;:-~~:.:~~~~ ~".;:;.,t;J 1':'~~,::r':<, .~:.>~~ lr'i~~' ",~"t:5,?~':~";~:...r;.
. \:io' !IS~<..;~_ ",,_' ,)~,,".,._,t"',p,..3'-:!'f""~~~""""I\'-f,.,:,:.~"'t'Ff -'l"".,-,;t,..;l"'.~.~l..,~,._"i:,..; ,.::~., "":.t~,, ...~
~~~;,'.~, ;~,:~~~k~':","'''''';'';:''':'';~~2 .~,~Mt~~..~~ ;rl:r.i"'.::'c:.:'t'::.~"t~?<~~~ '"!'.J'it"! ~~<"'!t-*J;.."^"'b~1 ~~~~'+L:"~~'f
Travel & Out-of-Pocket Expenses (all inclusive)
Total Other Costs
Included
$0
TOTAL COSTS
Copyrtght@ 2009 Brazos Technology Corporation, Inc. All rights reselVed.
All material (in whatever medium or format) and information contained herein {collectively, "Material1
is proprietary and confidential information of Brazos Technology Corporation.
5
v2
Appendix A: Proposed Hardware
Brazos Technology recommends the Motorola MC75 as the preferred hardware platform that
will meet all of Glendale's requirements. This device allows for audio files and pictures to be
captured and associated with the citation.
Motorola MC75 with 20 Barcode Scanner, GPS and Color Camera (Recommended)
The Motorola MC75 is the newest device in the Motorola line that
would allow for cellular capabilities in the future as yvell as color
pictures. We strongly recommend the City consider this option as
it provides much more flexibility and expandability for the future.
This device is rated for a 4-5 foot drop to concrete and is water
resistant. It can be used in the rain with no problems. It has a
624MHz processor, 128 MB of RAM, Microsoft Mobile 6.0
operating system, 802.11 connectivity, and a Bluetooth radio.
This device has a built-in 2D scanner, cellular connectivity, GPS,
and color camera, which allows the Brazos Solution to capture
pictures and associate those pictures with the citation.
. L.
fiI",
,)J'~~l
l' F.f~~~-i
tJ '- 1
=-
r=--- ---:~
_.- f'
'CJ~;c;
~".; ~'::;:t
.,:: :~ ~:';.
~
<<<Finally, in order to provide the most robust and problem-free
implementation, Glendale should implement the 4-bay Ethemet
cradle from Motorola for docking and charging the batteries. This device eliminates the
requirement for a host PC as well as Microsoft Activesync, which can be extremely
problematic.
This device is offered as an option for the Ashland PD. It provides the most
opportunities for growth in the future.
For complete technical specifications, please go to the following URL:
http://www.motorola.comlbusiness/US-
EN/MC75+ .do?vgnextoid=237def1 a5113a11 OVgnVCM1 000008406bOOaRCRD
Zebra RW420 Mobile Bluetooth Printer
~
The Zebra RW420 is a rugged, durable mobile printer. It is rated for a 6-foot drop
and meets the stringent IP54 dust and water resistance rating. It has a 32-bit .
architecture for high-speed processing, standard Serial and USB interfaces, smart
battery management (monitors battery for longer life and performance), 4-button
angled LCD (standard), resident scalable fonts, and many more features.
~
IIIIIIr
This printer is part of the recommended solution for the Ashland PD.
~pyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium orfonnat) and information contained herein (collectively, "Material")
is proprietary and confidential information of Brazos Technology Corporation.
6
v2
Brazos Technology has proposed using Motorola devices and Zebra printers. We are
autl ,01 ired deellels ell,d pi erell ed bush ,ess partners of both mal,ufacturers.
Appendix B: Frequently Asked Questions
1. What does Brazos Technology Corppration offer?
Brazos Technology Corporation provides solutions and services designed to optimize the
use of mobile technology within an organization, with a strong focus on extending Law
Enforcement applications and databases to devices in the hands of Law Enforcement
personnel.
Brazos Technology was formed in 2000 and is committed to providing applications that are
applicable and relevant to the unique needs of our customers. We are based in College
Station, TX .
Brazos Technology has over 90 customers in multiple states using the electronic citation
solution. We understand the nuances of state law and the law enforcement community.
This experience minimizes the risk to the City by not having to 'reinvent the wheel: thereby
guiding the customizations to the user interface and providing the officers with a usable
system very quickly.
2. What makes the Brazos Solution different from other electronic citation systems?
With the Brazos Solution, not only are you getting a fully functional electronic citation system
that can connect to existing legacy systems, you are getting a platfonn from which you can
manage all of your handheld mobile devices. You can change the look -and feel ofthe
screens using our leading edge web-based designer. You can add new users, add new
devices, change the way the ticket printout looks, change the legal language that prints,
change user access levels, update court information, update offense infonnation, import,
export, run reports, and set up jobs to run on a timed basis - all from our web-based design
and management platfonn that we call the BuildlT.
Also, with the MaeKIT your investment in handheld devices can be leveraged across many
functions. There is no limit to what can be extended to the existing devices with the
MaeKIT. Citizen Relationship Management (CRM), Code Enforcement, animal control, city
services, work orders, accident reporting, and racial profiling are just a few of the tasks that
can be quickly designed and deployed to the existing force of handheld devices using the
MaeKIT. Different devices can be configured to do different functions - they don't all have
to have the same capability loaded. Not only that, but the MaeKIT supports Intennec,
Motorola, non-ruggedized PDAs, and cell phones devices, allowing the City the flexibility to
match the best device with the best function as you move forward. For example, law
enforcement may need the functionality of a Motorola or Intennec, but for a lower cost, code
enforcement can work well with a cell phone. As the City comes up with more and more
functions to be perfonned on the handheld devices, the Mae KIT will be there to support
each and every one. Further details of how the MaeKIT works with electronic citations is
included in the next section.
Flexibility is the hallmark of the Brazos Solution. As you look at the actual screens of a
device configured for electronic citation, it becomes difficult to differentiate one vendor's
offering from another's. The one thing to keep in mind about the Brazos Solution that is
Copylight@2009 Brazos Technology Corporation, Inc. All lights reserved.
All material (in whatever medium or fonnat) and information contained herein (collectively, mMateriaJ")
is proprietary and confidential infonnation of Brazos Technology Corporation.
7
v2
different from others is that the Brazos electronic citation solution is operating on the device
witAetlt-afly-eloctronic citation speeific programffiiAg code. Almost every other vendor has
written the electronic citation solution as a program that runs on the device with the specific
purpose of performing electronic citation, essentially limiting the device to that function. This
is not so with the Brazos Solution, The Brazos device is running a configuration interpreter
that can interpret any configuration - it was neither designed nor specifically programmed
to do anything other than interpret the configuration designed for it via the BuildlT. That
means that the same device running the same Brazos software can be put to work to do just
about anything - all developed using the web-based BuildlT and simply picked up by the
device whenever it synchronizes. That is a powerful paradigm offering unlimited flexibility.
The Brazos Solution provides an opportunity to leverage the investment (hardware and
software) in electronic citation software across all city agencies and enable them on the
mobile platform. The Brazos Solution provides the greatest opportunities for future growth!
3. What types of projects has Brazos Technology been involved with?
Brazos Technology has been in the business of mobile software for over eight years and
has developed a best in breed solution that far surpasses our competitors. We provide
features and scalability that cannot be matched by any Access-based system. We have
over 80 public safety customers in multiple states using our electronic citation solution.
4, What third party software products are required or recommended for running/using
the Brazos Solution?
The only third party product that is required for our Enterprise server is MS Reporting
Services, which is free of charge to anybody who has a license to SOL Server. Brazos
Technology will be responsible for installing this product during the installation process and
can provide the software if necessary.
5. What are the steps involved in upgrades? How often are upgrades provided? How
long does it typically take? What is the cost? What files and resources are affected?
Are customizations affected by upgrades and, if so, how?
This is one of the absolute strengths of the Brazos Solution. When discussing upgrading
the mobile devices, there are three types of upgrades: 1) the configuration of the software,
2) the software itself, and 3) the operating system. Both the configuration of the software as
well as the software engine itself are automatically upgraded every time the mobile device
performs a sync, with no IT support required. The average time to upgrade the devices is
about 45 seconds and may require a reboot of the device. Some of the other vendors allow
for the first option but then require IT to collect all devices and manually install software
upgrades, which are extremely cumbersome, time consuming, and error prone. With our
solution, all software versions are as current as the last sync. Any upgrades to the
operating system still require manual intervention but are performed by Brazos Technology
during the annual review.
There is another major differentiation with Brazos Technology in that ALL of our customers
are running on the same software engine. This means that the City will never have a
version of software that is 'specific' to.them, which would inhibit or hinder their upgrade path.
We typically release new versions of software once per month which include new
Copyright@ 2009 Brazos Technology Corporation, Inc. Ail rights reserved.
All material (in whatever medium or format) and information contained herein (collectively, ~Material")
is proprietary and confidential information of Brazos Technology Corporation.
8
v2
capabilities. speed improvements, new peripherals, bug fixes. etc. Anytime another
cHSteFfleF-feEjtlcsts an enllaAeeFAent, we offer that-Gafla9ility to our other Gl1stomoFS at no
cost. Whether the City chooses to implement these changes or not, they will never lose any
configurations made previously to their software. This ability for Brazos to have one version
of software significantly decreases your risk as well as our Gost to provide superior support.
6, Do you provide a developer tool kit? If so, please describe,
The Brazos Solution includes a very unique developer tool kit called BuildlT. It is a 100%
web-based development platform that can make any modification to the ticket writers that is
desired. In fact, Brazos Technology used this same technology to build the entire ticket
writer configuration. It is so flexible that the City can use it to build other applications such
as IT Asset Management, Evidence Tracking, Expense Reporting, etc., and deploy those
applications to any device running a Windows Operating System (laptops, desktops, PDAs,
cell phones, Tablet PCs, etc).
The BuildlT platform has a drag and drop GUI and requires no coding to build these data
capture types of applications and integrate them with other ODBC databases, XML- based
APls, and/or file- based import export engines. .
The Brazos Solution is based on a framework called the MaeKIT. In a nutshell, the MaeKIT
allows data from any standard database to be extended to the handheld platform without the
need for intermediary servers or workstations. Brazos Technology's electronic citation
solution is based on the MaeKIT. The Brazos Solution is a framework that translates to
significant flexibility for the City. When you buy the Brazos Solution, you are not just buying
an electronic citation solution but a framework that you can leverage across all city
functions. The investment can be leveraged beyond law enforcement to EMT, Fire, code
inspection, C~izen Relationship Management, Code Enforcement, water and other city
services. Basically, anywhere the City has the need for handheld data collection and
dissemination, Brazos Technology's MaeKIT can be leveraged. Furthermore, the MaeKIT is
built on state-of-the-art technology. Data move via industry-standard XML and is secured by
. several layers of compression and encryption. The figure below illustrates how the MaeKIT
works at a high level.
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium or format) and information contained herein (collectively, "Material1
is proprietary and confidential information of Brazos Technology Corporation.
9
v2
Enterprise Data
Mobile Oevices
-I-~:.
~
~
~
~
I
~
I
-..;;:;
~
..~.
,~
....~
BuildIT
Figure 1,0 - MaeKIT Top Level Diagram
MaeKIT is composed of three main components - the BuildlT, the devices themselves, and
various enterprise data sources or system interfaces. The BuildlT is the management and
configuration platform. That's where the devices are configured and managed. Changing
fields around, adding new tasks, setting up new users, setting access levels, adding new
devices, and managing device settings are all done from the BuildlT. The BuildlT is also a
state-of-the-art, entirely web-based interface. Anyone with a web browser and proper
access can manage devices. There is no need to work from one single computer in one
location.
The BuildlT manages all aspects of the devices - users, access levels, reporting, and
automated software download. All software is automatically downloaded to all devices by
the BuildlT, which means that there is never a need to call the units in from the field to
perform a software upgrade.
Screen Layout and Design
The BuildlT offers a state-of-the-art drag anti drop design interface for managing the
configuration of devices. This drag and drop interface is completely web-based and
operates via any standard browser without having to install or manage client software. The
designer shows a life-like view of the target device and allows you to drag and drop fields
wherever you want them on the screen. You can resize, hide/show, and move fields from
tab to tab. Then the next time the units in the field synchronize, all changes will be
downloaded - it is that flexible and that easy. Figures 1.1, 1.2, and 1.3 show screen
captures from the BuildlT design interface. The figures look like real devices running the
Brazos software, but they are actually design screens from the BuildlT. The devices would
look exactly the same way - that's how true to reality the designer is.
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium or format) and information contained herein (collectively, "Material")
is proprietary and confidential information of Brazos Technology Corporation.
10
.
v2
Brazos Technology supports any Microsoft operating system. Therefore, what runs on a
Meterela-als(Tftlfls-61'l-arrlfltemlee-smartl'hene-and-an Ilr, for--examl'le. This-allo,.s
additional flexibility in current and future hardware choices. The City is not locked into one
configuration of hardware. As a matter of fact, many different manufacturers and
configurations can be running simultaneously_ This allows the Police Department to run
Motorola andlor HP units, for instance, and Code Enforcement to run smartphones (a less
expensive altemative).
Layout
De'5lnnFll1er
CQ~r.lI .
Farmf,sBranchPO iiii
rule
. "Cllatlon 0..
S~r..n
tC,taticnti
n....lnnllrtlon..
o AddiChJn'lt.1
,...
. ~ddICh~nOt ~
,-"
. Add/Chan'le
RDCnetAeld
Sa'leDes;gn
Figure 1,1 - BuildlT Designer Screen Shot #1. This particular configuration design is
targeted for the Motorola MG75 for eCitation.
This is a screen shot from the BuildlT design web interface and not an actual device.
However the actual device would look identical to the designer screen. The Brazos
Technology designer is unparalleled in the industry.
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium or format) and information contained herein {collectively, "Material1
is proprietary and confidential information of Brazos Technology Corporation.
11
,
. ,
Lavout
n.."innJ'ilt...
C:~""g
j F-~":le.s BrJn~h PO fa
TaI~
. Fteld Inle;~e.... ca
Scnle"
.~i'!I;flnle~.ie~.,Q
v2
D@o;:lonActlonS"
. Add!Chllnoa a
Ta~1:
o li,ddlChJnoe a
Screen
. Add/Ch3n~e
RDCnl!tFl...!d
I S......<:!DuiQn I
Figure 1,2 - BuildlT Designer Screen Shot #2, This configuration design is targeted for
the Motorola MC75, one of the supported devices. for performing field interrogations.
This is a screen shot from the BuildlT design web interface and not an actual device.
However the actual device would look identical to the designer screen. The Brazos
Technology designer is unparalleled in the industry.
Copyright@2009 Brazos Technology Corporalion, Inc. A1i rights reserved.
All material (in whatever medium or format) and information contained herein (collectively, ~Material")
is proprietary and confidential information of Brazos Technology Corporation.
12
.
i'
.
v2
.~V-...
Dl!~lnn Ffltflr
Dp..lnnAr.tlnn..:
Co~fiO
_F~!"1e!~ ~'.an_'h!,,~ _~ '
o AdcllChangea
Task
o Add!01anQe a
Screen
. AddICh:mo.,
RDC.nf:tF,e!d
Tao~_
p",", i:l
Scru~
PJ';:lng~
I Sa....e Oe~ion I
Figure 1,3 - BuildlT Designer Screen Shot #3. This configuration design is targeted for
the Motorola MC70, one of the supported devices, for performing Parking.
This is a screen shot from the BuildlT design web interface and not an actual device.
However the actual device would look identical to the designer screen. The Brazos
Technology designer is unparalleled in the industry.
7. Please explain your policy for supporting previous versions of the proposed
products,
Brazos Technology will automatically provide the continuous upgrade path for the City to
always stay current with the ticket writing software. In fact, with our maintenance
agreement, you will never have to 'buy' our software again. You will receive all bug fixes,
upgrades, and new versions as part of our maintenance agreement for no additional cost.
If for any reason, the City decides not to receive these upgrades. Brazos Technology will
support up to two versions back. If the software becomes older than two versions, there
may be an additional cost to 'catch up' the software if the automatic updating process
cannot run unattended.
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium or format) and information contained herein (collectively, "Material")
is proprietary and confidential information of Brazos Technology Corporation.
13
"
v2
8, List all compatible programming interfaces,
Since the Brazos Solution does not require direct coding, this question really depends on
the system that will be interfaced with our system, We allow for OOBC connections to data
sources, XML connections to web services, and XMUCSV/Fixed Length files to traditional
import/export engines,
9. Describe the extent to which the proposed system is browser-enabled. Indicate
whether Microsoft Explorer, FireFox, Netscape, and any other browsers are
supported, Describe any firm plans to browser-enable the software including release
number, planned release date, browser to be used and other specifics.
The Brazos Technology Enterprise server is 100% web-based today and is validated for
Internet Explorer, Firefox, and Netscape. We have not found a hard requirement for Opera,
but please let us know if that browser is prevalent at the City.
The software running on the ticket writers is embedded and there no plans to web-enable
that function. The mobile devices must operate whether or not they have an 'always-on'
wireless connection, and we have not found the web-based 'offline' strategy (i.e., installed
Active X controls) to be very robust on Windows Mobile 5.0 devices.
10. Please list the software languages used by your proposed product(s),
All of our software is written in .NET and C++. We are currently using Visual Studio 2008
and the embedded Tools C++ 3.0 toolsets for this development.
11. Is source code provided for the initial installation? Subsequent updates? If source
code is not provided, what source code escrow arrangements are available?
Brazos Technology does not provide source code for any of our products. The configuration
of the ticket writers is available and accessible via BuildlT, but that is the extent of source
code availability.
Brazos Technology is willing to extend a source code escrow agreement to the City, but the
cost of the third party escrow agent would be at the. City's expense. The typical intent of this
agreement is to protect the City in the case that the purchased software is no longer'
supported.
12. What criteria are used by your software to compare new data with information already
existent in the court system?
The Brazos Solution assigns a range of ticket numbers to each device. This ticket nun-iber
range is defined by the City and ensu~s a unique number is assigned to each citation. As a
failsafe, if a citation is uploaded with an existing number, we automatically r:nark that citation
with an 'Administrative Hold' and send out emails to our support staff and the City's support
staff. Once a citation is marked with 'Administrative Hold,' it will not download to any system
until the error has been corrected via the website.
This pre-process feature ensures that duplicate ticket numbers are not downloaded into the
court system. Of course, UOS also verifies during their import process that the citation
number has not been used previously. If UOS does detect a duplicate citation number, then
an error is generated and reported to the court personnel.
Copyright@ 2009 Brazos Technology Corporation, Inc. AU rights reserved.
All malerial (in whatever medium or format) and information contained herein (collectively, ~Materfal")
is proprietary and confidential information of Brazos Technology Corporation.
14
\
.
v2
1-3.oo-you-pr<Jvide-Gontiiluous{post-implementation}-UaiRing7-Please-provide-a-list-of
available training courses.
We are always able to provide additional training whenever necessary on any aspect of the
system. Every year we do an annual review on your technology to go through any changes
we want or need to make to the system and can do a class during that time. However, this
class should not be relied upon by the department. It is critical that the City develop in-house
experts on the PD side so that the capabilItY for training new people is always available.
Our train-the-trainer approach for the pilot officers teaches the PD to be self-sufficient and
able to train new people with no impact to the current budget.
14. Please describe available system documentation, Is it provided on-line? How are
information related to enhancements added to the documentation?
The system documentation is provided in electronic format via our website. The ticket writers
themselves have the greatest number of changes during the initial startup phase. so we
typically wait until all changes have been completed prior to delivery. The enhancement
information is typically not added to the existing documentation until the change is approved
and implemented by the City. Changes to the documentation are also only made when
Brazos make the change.
15, Have you ever had a municipal government purchase your software and
subsequently change to another software vendor? If so, how many? If requested,
wilt you provide the City with a list of the customers who have discontinued use of
your software?
Brazos Technology is one of the onlv ticket writing vendors that.has never had a Texas
municipal government change to another software vendor or been sued by a city.
Traditionally, Brazos Technology has been the one to replace other vendors' software when
they failed to implement to the satisfaction of the municipal government.
16. Describe how your application software is priced (one-time license fee, based on the
number of users or transaction volume), Is it possible th<!t future growth at the City
will result in additional license fees? Please explain in detail.
The Brazos model includes a one-time license fee and an annual recurring maintenance fee
that includes all changes at no additional cost. We do not charge on number of users,
transactions, officers, or population. Our fees are based upon the number of licenses,
regardless of the size of the city.
It is only possible that the future growth in the City will increase fees if more licenses are
purchased for more ticket writers. The annual recurring fee can go up for next year, but that
price will not increase by more than 10% - the current price is $200 per device.
If the City decides to get ACIC returns on the device. there will be an additional charge for
the capability to interface with the message switch. All other software enhancements are
provided to the City under the maintenance agreement at no additional cost.
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved,
All material (in whatever medium or fonnat) and Infonnation contained herein (collectively, "Material1
is proprietary and confidential infonnation of Brazos Technology Corporation.
15
.
~'
.
v2
17, Has your company ever been in litigation with any of your government customers? If
so,please-explain.--Are-there-any-lawsuits-elIrrently-outstanding-against-yolIr
company? If so, please explain.
Brazos Technology has never been in litigation with any customer of aflY kind. Never.
18. In fields where user defined or existing codes are required, what tools are available to
- aid the user in the consistent selection of proper codes?
Since the Brazos Solution provides a development environment, you are not only limited to
standard mechanisms to achieve the optimal methods for data input. Dropdowns, Iistboxes,
checkboxes, etc., allow us to capture some data much more accurately than a traditional
textbox.
In addition, we have the ability to relate dropdowns dynamically so that vehicle models are
always associated with t~e correct vehicle make for example. Another example is the
selection of offenses on the device. The officers are going to be presented with several
hundred offenses and instead of listing them in alphabetical order, we .allow the officer to
categorize each and every offense, They can then select a category such as Favorites,
Speeding, Insurance, Traffic, etc., and quickly narrow down the list to find the offense they
are looking for. Not only can the officers define their own categories, they can rename the
offenses to anything they want. For example, 'Fail to Maintain Financial Responsibility' in
the court system can say 'FMFR' or 'No Insurance' on the ticket writer which makes the
officers faster at filling out the citation.
This ability to mask the dropdown values into something that is recognizable for the officer is
a major advantage in getting them familiar with the device. We also provide search
capability and multiple character recognition to quickly move through larger lists such as
street names.
19, Does the software provide the capability for the customer to set up user-defined
fields within each application for tracking of any unique information that may be
important to the City? If so, explain.
Absolutely-the BuildlT module is the same software Brazos Technology uses to build the
ticket writer. Either the City can add the field to the ticket writer or can call Brazos support,
and the change will be performed at no charge under the maintenance agreement.
20. Describe any special features provided by the software that enhance the report
printing process in your software (i.e, report parameters, printer selection, etc.)
Each and every report on the Enterprise server allows for optional report parameters and
sorting capabilities. For example, the Citation -Detail report (which prints the citation exactly
as the defendant saw it) can be run for all citations or scoped on any number of the following
parameters: Beginning Date, End Date, Officer, Stop Results, Citation Number, or whether
there was Officer Notes or not. If a parameter is left blank then all records are assumed.
You can export all of our reports to the following formats: 1) HTML, 2) Acrobat (PDF), 3)
Excel, 4) TIFF, Web Archive, CSV, or XML file. You can also zoom on the report to proVide
larger text. When printing the report, you are prompted to select any printer on the network
as with any standard Microsoft Office product.
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium or fonnat) and information contained herein (collectively. CMaterial")
is proprietary and confidential infonnation of Brazos Technology Corporation.
16
.
,
~.
v2
21, Do you provide the ability for any user to view a report on screen with an option to
print-the-report-if-desired?-If-so,-explain.
Yes, our strategy is that if the user can see the report, they can print it. We do have the
ability to prevent access to reports via our built in security model.
22. Are any special features provided to make inquiry programs in the various software
applications easy to access and use? If so, explain.
All of our web applications have a very robust search capability, like Google Suggest. You
start typing a name in the Citation Inquiry screen and you see a drop down with suggested
values from all fields related to the citation.
Copyright@ 2009 Brazos Technology Corporation, Inc. All rights reserved.
All material (in whatever medium or format) and Information contained herein (collectively, "Material")
is proprietary and confidential information of Brazos Technology Corporation.
17
Page 1 /1
~4.~
...~
CITY OF AlrV RECORD
ASHLAND~ . ~'fiDAliEUi.l:i\i~H
20 E MAIN ST. 4/16/2010
ASHLAND, OR 97520
(541) 488-5300
. ~eolN8MBERl1!,!,si
09507
VENDOR: 015084
BRAZOS TECHNOLOGY
707 S TEXAS AVENUE SUITE 1030
COLLEGE STATION, TX 77840
SHIP TO: City of Ashland - Police Dept.
1155 E MAIN STREET
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.:
Contact: Gail Rosenberq
Confirming? No
~~ ~lJriif~ ~:lill!i,!lJI'!RfD;ScriDtiOO'lm;-lillii~~'" ~[jnitlprice_ "E~~P.ri~
Brazos eCitation Mobile Software 5,250.00
Per attached Software Maintenance
Agreement
Hardware - Motorola MC75 Device/Printers 21,093.00
Implementation Services 11,000.00
SUBTOTAL 37 343.00
BILL TO: Account Payable 0 TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2028 TOTAL 37,343.00
ASHLAND, OR 97520
ggi;counii'Numb"rBIII RF,ir;;jea;Number~ ~...mo~ ~.6.CcOunt1flUiiiller_ (G;ifrojecilNumllerSB ~...mount~
E 110.06.12.00.60140 E 000120.999 37343.00
.
,,62"7'1
~___ ~7'/Zo/
Authoriz Signature d
VENDOR COPY
I FORM #10 I
bF"fl/,&:~8~''6''"~~+''~0;~r:
:ea:NmM,
k;l;J;~"~~~".tJ!~:{:!1:t:\::;;34."::'-"'~'"'::
. f"'iC~~;;;.~%;t,'fit'''J!}~T!;~T~f:'~$:;;:~~to,:m~~~1~?Wofjl'lE.,,:;:;"~,,;;
--. ,.eRaSbA:Ia~REQl!J,ESiE~f.eRM
'~';,~,rSi;.;;.1t;;i::""'1(-~;.',,i;ti<,.;ji,i.,,~';'1r,;~:dii0iJ,.:gjt,i~~:d1!h.'::F..~,6~i",..;fl,'f,,~;;J,~"'L:i:i,'j._L;;~,L;;:1.:'i:L,,;..';';:;::-';
CITY OF
-ASCACt~l~rD-' ~=
D Small Procurement & Personal Services
less than $5,000
Note: Total contract amount, including any
amendments ay-ll_oe~oo
termediate Procurement
GOODS & SERVICES
50 75000
3 Written Quo
ICES
$5,000 to $75,000
D (3) Written Proposals
Description of GOODS & SERVICES or PERSONAL SERVICES
ContractorlConsultan~ ~ .:/ /'_?-,~
EY'rdZ-&9'7 d7r:::..eePt.tPt."q.~#"
~ttached contract C) t:J q ~ t:) 7
PUBLIC CONTRACTING REQ IREMENTS - Solicitation Process
D Exempt from Competitive Biddina D Invffatlon to Bid (Copies on file) D Emeraencv
Reason for exemption: D Written findings attached
D Quote or Proposal attached
Cooperative Procurement
D State of Oregon
Contract #
D State of Washington
Contract #
D Other govemment agency contract
Agency
Contract #
D Interagency Contract
Agency
Contract #
Total Amount
D Reauest for Proposal (Copies on file)
Please check one:
D Goods & Services
D Personal Services
D Sole Source
D Written findings attached
D Quote or Proposal attached
D
D
D
Special Procurement
Written findings attached
Quote or Proposal attached
Have all public contracting requirements been satisfied? YES ----- NO
If 'NO', Council approval is required. Council approval received on (Date)
Have funds been budgeted for the purpose of this contract? YES ...--- NO
. If 'NO', Council approval is required. Council approval received on
(Date)
Please provide: Account Number _ _ _ - _ _ - _ _ - ~ _ - _ _ _ _ _ _
Is the amount of the contract less than $25,000? YES \ NO
If "NO", Legal review is required. Contract was "Approved as to form" by the Legal Department on t;? e,C-lb ~r 0 (Date)
..--
Is the amount of the contract less than $75,000 for Goods & Services
or $50,000 for Personal Services?
YES
~
NO
If 'NO", Council approval is required. Council approval received on
Is the contract for a period of 24-months or less? YES
V'
(Date)
IKd-t tU, Cl, rcbR ;t(VL...{- I Y R.
NO
If "NO", Council approval is required. Council approval received on
(Date)
Please provide terms: Start date: ~ion date: /'
Go ~ ~p n.'lrtILd t2 Jr'cH"ed rg. &?tt..f
Can the contract be terminated for convenience thior fewer da .........--- pp ;t
following delivery of written notice to the con ctO!? YES NO
If 'NO', Council approval is required. Council approval received on
. "7 /7 ~ PleasedrcteA;:_ pC'p--ro.vued"'" }
Prepared by: (.L/ ~
Department: 'Vt Y t' tf. A.~ ~
i/t/- (6 -(CJ
(Date)
Not Approved
Date:
~ -::J
Lee Tuneberg
Yj/j/;O
e:..--... ____
.r
Date:
Form #10 - Contract Approval Request Form, Page 1 of 1, 4/16/2010
.
CITY OF
ASHLAND
A requesNor a Purchase Order
REQUISITION FORM
Date of Request:
04/15/10
THIS REQUEST IS A:
o Change Order( existing PO #
Required Date of Delivery/Service:
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
CDntact Name
Rr::l7m: T ~hnnlngy
707 So TAy::ac: A"p. Sllitp.1n~n
ColIP.lJp. Station TX 17MO
9796902811 fax 713 583 9323
Bill S Williams
SOLICITATION PROCESS
Small Procurement D Sole Source D Invitation to Bid
D Less than $5,000 D Written findings attached (Copies 00 file)
D Quotes (Optional) D Quote or Proposal attached
CooDerative Procurement D Reouest for ProDOsal
D State of OR/WA contract (Copies on file)
Intennediate Procurement D Other govemment agency contract D SDecial/ Exemot
[8J (3) Written Quotes D Copy of contract attached D Written findings attached
(Copies attached) D Quote or Prooosal attached
D Contract # D Emeraencv
D Written findings attached
D Quote or Prooosal attached
DescriptionofSERV1CES
~ Per attached PROPOSAL Brazos eCitation Mobile software $5,250.00
Hardware - Motorola MC75 Device/printers $21,093.00
Implementation Services $11,000.00
Item # Quantity
Unit
Description of MATERIALS
Unit Price
Total Cost
PrDject Number 000120.999
o Per attached QUOTE
Account Number 110,06,12,00,601400
'Items and services must be charged to the appropriate account numbers for the financials to renect the actua/expenditures accurately.
By signing this requisition form)certify th the information provided above meets the City of Ashland public contracting requirements,
and the documentatio~ pro~ided u on request. .
Employee Signat~:~ Supervisor/Dept. Head Signature: ~ .~
G: FinanooIProcedurelAP\Forms\B.,Requisition form revised.doc
Updated on: 4/1512010