HomeMy WebLinkAboutADVANCED TECHNOLOGY INFORMATION MANAGEMENT SYSTEMS (2)INSURANCE NOT ON FILE
WORK MAY T PROCEED2022-003
NO
CLERK OF COUNCIL
DATE: FEB 17 201Z
AGREEMENT WITH ATIMS TO PROVII)E
O- Poi C( JZO A'R,4 nU-)(SA) I JAIL MANAGEMENT SOFTWARE SERVICES
` THIS !AGREEMENT is made and entered into this 18th day of January, 2022 by and
between Act 1 Group, Inc., a California corporation doing business as Advanced Technology
Information Management Systems, ("ATIMS" or "Consultant"), and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of
the State of California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
providing warranty, support, and maintenance services for the Jail Management Software
("JMS") implementation for the Santa Ana Detention Facility.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. City and Consultant agree, that if this agreement is approved by the City Council, that
services provided by the Consultant from December 19, 2021 through January 18, 2022,
will be recognized as work performed in furtherance of this Agreement and will be
compensated per the terms set forth below.
D. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in the attached Scopes of Service,
identified as Exhibits A and B, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified as Exhibits A and B. The total amount for this
Agreement shall not exceed $268,223. The sum of this amount shall include a
contingency amount of $30,000 for work assigned at the sole discretion of the City.
b. Payment by City shall be made within 45 days (forty-five) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
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Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on January 18, 2022, and continue through December 18,
2024, unless terminated earlier in accordance with Section 16, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Vendor/Consultant shall procure and maintain for the duration of the contract insurance
against claims for security breaches, system failures, injuries to persons, damages to software, or
damages to property (including computer equipment) which may arise from or in connection with
the performance of the work hereunder by the Vendor, its agents, representatives, or employees.
Vendor shall procure and maintain for the duration of the contract insurance claims arising out of
their services and including, but not limited to loss, damage, theft or other misuse of data,
infringement of intellectual property, invasion of privacy and breach of data.
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MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering
CGL on an "occurrence" basis, including products and completed operations, property
damage, bodily injury and personal & advertising injury with limits no less than $1,000,000
per occurrence. If a general aggregate limit applies, either the general aggregate limit shall
apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit
shall be twice the required occurrence limit.
2. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by Vendor in this agreement and shall include, but not be limited
to, claims involving security breach, system failure, data recovery, business interruption, cyber
extortion, social engineering, infringement of intellectual property, including but not limited
to infringement of copyright, trademark, trade dress, invasion of privacy violations,
information theft, damage to or destruction of electronic information, release of private
information, and alteration of electronic information. The policy shall provide coverage for
breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
• Technology Professional Liability Errors & Omissions
Technology Professional Liability Errors and Omissions Insurance appropriate to the
Consultant's profession and work hereunder, with limits not less than $2,000,000 per
occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations
as is undertaken by the Vendor in this agreement and shall include, but not be limited to,
claims involving security breach, system failure, data recovery, business interruption,
cyber extortion, social engineering, infringement of intellectual property, including but not
limited to infringement of copyright, trademark, trade dress, invasion of privacy violations,
information theft, damage to or destruction of electronic information, release of private
information, and alteration of electronic information. The policy shall provide coverage for
breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
a. The Policy shall include, or be endorsed to include, property damage liability coverage
for damage to, alteration of, loss of, or destruction of electronic data and/or information
"property" of the Agency in the care, custody, or control of the Vendor. If not covered
under the Vendor's liability policy, such "property" coverage of the Agency may be
endorsed onto the Vendor's Cyber Liability Policy as covered property as follows:
If the Vendor maintains broader coverage and/or higher limits than the minimums shown above,
the City requires and shall be entitled to the broader coverage and/or the higher limits maintained
by the contractor. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
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Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations performed
by or on behalf of the Vendor including materials, parts, or equipment furnished in connection
with such work or operations. General liability coverage can be provided in the form of an
endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 1185 or both
CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Please note, if there is an insured vs. insured exclusion on the vendor's policy, carefully review
with the vendor and their insurance carrier on whether being added as an additional insured onto
the vendor's policy removes your organization's ability to file suit against the vendor and draw
upon the policy should final adjudication in a lawsuit state that the vendor shall pay damages to
your organization.
Primary Coverage
For any claims related to this contract, the Vendor's insurance coverage shall be primary.
Coverage for commercial liability shall be at least as broad as ISO CG 20 0104 13 as respects the
City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained
by the City, its officers, officials, employees, or volunteers shall be excess of the Vendor's
insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with
notice to the City.
Waiver of Subrogation
Vendor hereby grants to City a waiver of any right to subrogation which any insurer of said Vendor
may acquire against the City by virtue of the payment of any loss under such insurance. Vendor
agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but
this provision applies regardless of whether or not the City has received a waiver of subrogation
endorsement from the insurer.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. The City may require the
Vendor to provide proof of ability to pay losses and related investigations, claim administration,
and defense expenses within the retention. The policy language shall provide, or be endorsed to
provide, that the self -insured retention may be satisfied by either the named insured or City.
Acceptability ofdnsurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best's rating of no less than A-:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide coverage on a claims -made basis:
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1. The Retroactive Date must be shown and must be before the date of the contract or the
beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5)
years after completion of the contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy
form with a Retroactive Date prior to the contract effective date, the Vendor must purchase
"extended reporting" coverage for a minimum of five (5) years after completion of contract
work.
Verification of Coverage
Vendor shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage required
by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all
policy endorsements to the City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Vendor's obligation to provide them.
The City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements required by these specifications, at any time.
Subcontractors
Vendor shall require and verify that all subcontractors maintain insurance meeting all the
requirements stated herein, and Vendor shall ensure that City is an additional insured on insurance
required from subcontractors.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances.
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement, but only to the extent
that any such claim is not caused by the negligent operations of the City. This indemnity and hold
harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
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decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement, except for any
liability caused by the modification of the work product or documents not done at the direction of
ATIMS.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
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11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. hi such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
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such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. The Agreement is the final and complete agreement and any prior or
contemporaneous agreements for similar services between the parties is superseded
by this Agreement. This shall not apply where the Parties are currently engaged
and Consultant is providing services not contemplated by this Agreement.
C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
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20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Chief of Police
City of Santa Ana
20 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana, California 92702
Fax:714-714-245-8007
To Consultant:
The ACT 1 Group, Inc. dba ATIMS
Attn: Director, Professional Services
9638 Topanga Canyon Place, #B
Chatsworth, CA 91311
E-mail: Flo Ferrera (flof@atims.com)
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
[signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Gomez
of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Tamara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
DAV ENTIN
of of Police
CITY OF SANTA ANA
KITstine Ridge -
City Manager
ATIMS: {
p� X4VIA4
Felix Rabinovich
Vice President
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Exhibit A
A--...��'�+ InCustody Core & InCustody Plus+JMS
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WARRANTY
ATIMS represents, warrants and agrees that the Services do not contain and Agency will not
receive from ATIMS any virus, worm, trap door, backdoor, timer, clock, counter or other limiting
routine, instruction or design, or other malicious, illicit or similar unrequested code, including
surveillance software or routines which may, or is designed to, permit access by any person, or
on its own, to erase, or otherwise harm or modify any Agency system or Data
ATIMS represents, warrants and agrees that ATIMS has all Intellectual Property Rights necessary
to provide the Services to Agency in accordance with the terms of this Agreement; ATIMS is the
sole owner or is a valid licensee of all software, text, pictures, audio, video, logos and copy that
provides the foundation for provision of the Services, and has secured all necessary licenses,
consents, and authorizations with respect to the use of these underlying elements; the Services
do not and shall not infringe upon any patent, copyright, trademark or other proprietary right or
violate any trade secret or other contractual right of any Third Party; and there is currently no
actual or threatened suit against ATIMS by any Third Party based on an alleged violation of such
right.
SUPPORT & MAINTENANCE
ATIMS' Support and Maintenance for the JMS implementation will commence at Go Live and be
in effect forthe duration of the contract.
ATIMS' Software Support and Maintenance provides customers with fixes, upgrades and updates
to licensed software released during the maintenance period. Additional fees may be charged for
upgrades that exceed more than one major or minor version of the software annually.
Additionally, ATIMS' annual Software Support and Maintenance may include an allotted number
of hours (value) towards training, and customized form, report and interface development. The
value of a service category description can be used towards another category in that year's
allotment, as long as the total cost does not exceed the allowable amount as shown (with the
different hourly cost/value). If unused, this value can be carried forward up to two years at which
time it expires. Hours are added in at the contract anniversary.
ATIMS software maintenance and support includes the following services as part of the Annual
Maintenance and Support Contract:
• Remote Troubleshooting and Support provided by Support Desk staff via the
telephone and online channels
• Basic Installation Assistance & Usability Assistance by Support Desk staff
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WARRANTY & SUPPORT & MAINTENANCE
• Software upgrades and updates (version releases)
• Customization and Enhancement Support (total hours as specified in the Annual
ATIMS Client Support Table) —this is a recommendation from ATIMS and hours/price
can be adjusted (up or down) to meet the client's need
• Training Support (total hours as specified in the Annual ATIMS Client Support Table) —
this is a recommendation from ATIMS and hours/price can be adjusted (up or down)
to meet the client's need.
Support requests outside the original scope of work or Annual ATIMS Client Support hours/total
available price can be provided by ATIMS technical staff at the standard billing rates included in
the Support & Maintenance Agreement in the Appendices.
Hardware: ATIMS does not typically procure hardware unless required by the agency and
included within the contract. The hardware vendor is responsible for all warranty, support and
maintenance of hardware.
SUPPORT - CUSTOMER / TECHNICAL
ATIMS provides a 24/7 phone hotline as well as a support email address. The email is monitored
and responded to during regular business hours by two U.S. based ATIMS help desk staff, while
the hotline is answered 24/7. ATIMS maintains a full complement of professional staff to support
our JMS implementations and follow-on customer and technical support. There is a team of 10
engineers that work on new development as well as outstanding issues. Any technical issues that
are discovered during development or implementation of enhancements are tracked and
maintained by the ATIMS Project Manager utilizing our tracking software, JIRA. Any issues that
come up after Go Live are tracked through the Customer Support team. All ATIMSJMS associated
issues (or bugs) are tracked through JIRA to ensure consistency.
ATIMS will provide telephone, email and on -site support to maintain the products and other
solutions / customizations provided by ATIMS. Remote diagnostics will always be the first course
of action to resolve an incident or technical assistance prior to an on -site visit being scheduled.
If a problem occurs which significantly impacts the customer's usage of the licensed product and
the issue remains unidentified or unresolved either by workaround or permanent correction after
the customer has followed ATIMS prescribed actions, ATIMS, at our discretion, will make available
a support technician at the customer location during regular Business Days and Hours, 8:OOAM —
S:OOPM Pacific Standard Time, Monday through Friday, excluding ATIMS holidays. ATIMS' Holiday
Schedule will be provided at the end of each year for the following calendar year. ATIMS
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WARRANTY & SUPPORT & MAINTENANCE
additionally provides critical support twenty-four hours a day/seven days a week. Critical support
is defined as any issue that
• Causes the ATIMS system to stop running agency wide
• Is or has a potential to become security incident
• Prevents any essential or required data elements from entry
The support technician will arrive within a reasonable period of time keeping the Agency fully
informed duringthis period. PSS for on -site visits that require airtravel will be arranged on a case -
by -case basis and the travel cost will be confirmed with the customer prior to booking.
ATIMS will provide or make available:
1) Assistance in diagnosis and identification of errors or malfunctions.
2) On -site consultation on correction of identified errors or malfunctions.
3) Detailed feedback on external factors that had a direct or indirect impact on the
licensed software resulting in performance deficiencies.
The customer will bear the full responsibility for backing up its databases and/or data files
according to industry standard practices. The customerwill not hold ATIMS, its agents, successors
or assignees liable in any way for consequences resulting from lost data caused by the
unavailability of appropriate back-up data.
The tasks provided under this program do not include duties normally associated with on -going
Network Administrator tasks. Additional tasks like recovery of databases and/or data files that
were not properly backed up, and normal database administration tasks (reorganizing database,
running backups, restoring databases, reviewing logs, updating statistics, capacity planning, etc.)
are offered as part of the Professional Services agreement and Customer will be billed at the
hourly rate listed in Appendix B of ATIMS Annual Maintenance & Support Agreement.
Frequency of patches, service packs and version upgrades
As part of the ATIMS JMS Support & Maintenance Agreement, software enhancements, patches
and fixes are pushed out twice a year, at a minimum — up to quarterly, dependent upon the
urgency, priority or need. ATIMS is continually upgrading our software to meet new client needs
and improve upon current functionality. ATIMS JMS clients are notified of version updates when
they are available and a list of the changes are documented and provided for their review. The
new version can be loaded in the test environment to give the clients time to test the new version
and decide when/if they are ready to deploy. ATIMS does not require a client to update the
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WARRANTY & SUPPORT & MAINTENANCE
software. Often the client will wait because the change will require training or they do not utilize
some of the updates completed for other clients.
ATIMS follows best practices in Software Development Lifecycle (SDLC) in regards to software
development, testing, and deployment. The updates of the core product are unit tested by the
engineering team; then User Acceptance Test (UAT) is performed by independent Quality Control
(QC) team. Clients have an option to install new release in test environment and conduct UAT of
the new release with client -specific configuration items.
ATIMS JMS use a combination of industry -standard procedures to maintain consistency across
the environments:
• Base code after QA and release from ATIMS engineering group is deployed to the
environment (that is, binaries don't change in the environment);
• Configuration items (CI) are moved from one environment to another using "from -to"
scripts. Examples of such configuration items would be wizard steps, Functionality
permissions, etc. Changes in Wizard steps are made in test environment, tested there,
and upon approval by stakeholders are migrated to production environment through
scripts.
• Lists of Values can be either promoted from one environment to another through
"from -to" scripts; however, they are more likely to be loaded from comma -separated
files. For example, list of charges is usually distributed by Federal or State government
and loaded into the system from a spreadsheet. ATIMS supports this type of updates.
Alternatively, the list can be loaded into test environment from a spreadsheet; then
some charges ("not bookable" and therefore not applicable to JMS) are removed, and
finally "right" charges are promoted to production environment.
Production Service Levels
If Agency personnel experience a system problem, they will call the Agency's internal help desk
to log an incident. The help desk will notify the internal on -call support analyst who will attempt
to determine if the problem is caused by the internal infrastructure (e.g. server down, network
down, pc problem) and forward to the application service provider if the problem resides with
the application.
If the issue is identified to be an issue with the software, the Agency's system support team will
contact ATIMS who will log the information and determine if it requires Tier 1 or 2 support. If
Tier 1, ATIMS will resolve the issue directly and log it in the JIRA issue tracker as resolved. It the
issue requires Tier 2 support, will log it in their tracking software and start researching. In the
4 1 P a g e CONFIDENTIAL/PROPRIETARY Updated1JUN1oi
ims InCustody Core & InCustody Plus+JMS
:< WARRANTY & SUPPORT & MAINTENANCE
case of an CMS Tier 1 or 2 issue, ATIMS will respond to Support Calls according to the following
Service Levels:
• Service Response time refers to the maximum elapsed time after problem logged for
investigation and action by the ATIMS. ATIMS will communicate with the Agency's
internal software support team, providing an action plan.
• Resolution Status Update Frequency refers to the maximum time elapsed after
problem has been initially logged before a status update is provided to the Agency.
ATIMS will continue to provide status updates to the Agency within this frequency
interval until the problem is resolved.
• Service Resolution time goal refers to the objective for the maximum elapsed time
after problem is logged for some sort of problem resolution to be provided.
Service Levels will be determined in accordance with the following:
EmergencV
• System down during critical support times complete core functions or critical
processes of the Jail Management System
• Security breaches and other security issues
High
• System down (Software Application)
• Inability to complete core functions or critical processes of the Jail Management
System
• Program errors without workarounds
• Incorrect calculation errors impacting records
• Performance issues of severe nature impacting critical processes
Medium
• System errors that have workarounds
• Performance issues not impacting critical processes
• Usability issues
• Reporting Issues
Low
• Report formatting
• Aesthetic issues
5 1 P a g e CONFIDENTIAL/PROPRIETARY UpdaiedILN20_'1
InCustody Core & InCustody Plus+JMS
'J��I� WARRANTY & SUPPORT & MAINTENANCE
• Recommendations for enhancements on system changes
ATIMS will make every effortto provide a problem resolution within the stated Service Resolution
time goal. Software remedies shall be reviewed and accepted by ATIMS.
MONITORING TOOLS (REMOTE ACCESS CAPABILITIES)
The ATIMS JMS integrates with Enterprise monitoring tools that the agency employs (eg.,
Microsoft System Center or similar APM tools from CA, New Relic and other vendors). These tools
allow notification of support staff in case key parameters (CPU, memory, swap file, etc.) fall below
predetermined thresholds.
For remote access and support, we typically have VPN connectivity to client environments.
Specific details are defined as part of implementation, consistent with agency's security policies
and CJIS Security guidelines.
DOCUMENTATION
Electronic documentation is provided within the ATIMS JMS software via the Reference button.
This documentation is updated to ensure the incorporation of newJMS features and functionality
via version releases is included. Hard copy documentation is created during implementation
geared specifically to the Agency's workflow and wizard step process. These module guides are
used during staff training and are provided to the Agency in electronic format for editing and/or
distribution. Documentation that is Agency created/edited can be stored in the Reference
section of JMS and can remain there as long as the Agency needs; it will not be affected by JMS
updates.
6 1 P a g e CONFIDENTIAL/PROPRIETARY Updated11UN?0?1
Exhibit B Jail IAanagement Soliware
W�.Ams
Annual Maintenance Quote
Requested Pricing Agreement for: Santa Ana Police Dept.
Date: November24, 2021
Santa Ana Police Dept.
Boris Duran -Police Systems Mgr.
60 Civic Center Plaza
Santa Ana, CA 92702
Requested Maintenance Period:
Quantity Total
Maintenance for JMS 12-19-2021 to 12-18-2022 1 $ 75,566.00
Maintenance for JMS 12-19-2022 to 12-18-2023 1 $ 79,345.00
Maintenance for JMS 12-19-2023 to 12-18-2024 1 $ 83,312.00
Total Cost $ 238,223.00
—Quote is valid for 30 days
IN WITNESS WHEREOF, the party has caused this Pricing Agreement to be executed by their duly authorized
representative on the date(s) shown below.
Accepted and Approved by Customer:
Signed:
Printed:
Title:
Date: 2021
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