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HomeMy WebLinkAboutABBEY GROUP - 2016~y f, ;~ ^, yr +~..~ v 4.- AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Sr. Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questions. -----------------------------------------------------------------,/ The agreement with ~ , No-~ ~0~~~0 -~~`~ was completed on ~ ! D ! 01 ,and final payment has been made. Department: P ~ Signature: ~ -'~ Date: ' 1 y~ ~ ~ City of Santa Ana Revised 8-7-03 Clerk of the Council A-2006-141 INSURANCt UN FILE WDRK hAAY PRUCEED UN11L INSURANCE EXPIRES ~~~oZD~OrI CLERK DF C UNDIl. DATE: (P~a(p~O(o ~; THE CITY OF SANTA ANA JAIL MANAGEMENT SYSTEM PRIMARY AGREEMENT THE CITY OF SANTA ANA JAIL MANAGEMENT SYSTEM PRIMARY AGREEMENT This agreement ("Agreement") is made this ~~~ day of f~~ E 2006 (the "Effective Date") between the City of Santa Ana, a municipal corporation (hereinafter referred to as the "City"), and Abbey Group Consultants, a company duly incorporated under the laws of Nevada having a place of business at 923 Tahoe Boulevard, Suite 212, Incline Village, NV 89451 (hereinafter referred to as the "Contractor"), both of which may be sometimes referred to herein as the "parties", subject to the following statements of fact: A. The City issued a written Request for Proposals for Jail management system (JCMS) system, dated June 1, 2005, seeking certain computer system hardware, software and related services to support the City's jail management system operations. B. In response to the City's Request for Proposal, the Contractor submitted a written proposal dated July 14, 2005. C. Following a proposal evaluation process and negotiations, the City has agreed to acquire, and the Contractor has agreed to provide the City with, a Jail Management System (JCMS) system with required modules and interfaces, which in totality are referred to as the "System". D. It is expressly understood that this Agreement is by and between two (2) independent parties and that no agency, employee, partnership, joint venture or other relationship is established by this Agreement. The intent by both the City and the Contractor is to create an independent contractor relationship. The Contractor expressly acknowledges and accepts its tax status and the tax consequences of an independent contractor. Further, as an independent contractor, the Contractor expressly acknowledges and accepts that it has no rights, benefits, privileges and/or claims in any form whatsoever under, from, through and/or pursuant to the and City of Santa Ana Civil Services Rules. NOW, therefore, it is hereby agreed by the parties as follows: Primary Agreement Page 1 PART I AGREEMENT FOR ACQUISITION 1.1 Agreement. The Contractor hereby agrees to provide all hardware, software and related services and materials to implement the System as set forth in the Statement of Work attached hereto as Exhibit A and incorporated herein by this reference (the "Statement of Work") and the Project Deliverables attached hereto as Exhibit B and incorporated herein by this reference (the "Project Deliverables"), all upon the terms, conditions and provisions of this Agreement. The City hereby agrees to purchase the hardware, software and related services and materials identified in the Statement of Work and the Project Deliverables, all upon the terms, conditions and provisions of this Agreement. 1.2 System Price. The City shall pay to the Contractor the total amount of Three Hundred Fifty Four Thousand and Two Hundred Seventy Five Dollars ($354,275.00) (the "Contract Price") in consideration for the services set forth in the Statement of Work and the hardware, software and other materials specified in the Project Deliverables, which amount is payable in accordance with Part IV of this Agreement. The total amount above shall be the maximum price to be paid to Abbey Group Consultants by the City, except as that price may be changed in accordance with the Changes Orders and Modifications clauses hereof (5.2 and 7.13.1 respectively). 1.3 Form of Agreement. Incorporated in this Agreement by reference are: Exhibit A - Statement of Work (with attachments) Exhibit B - Project Deliverables Exhibit C - Project Schedule Exhibit D - Milestone Payment Schedule Exhibit E - Abbey Group Software License Agreement Exhibit F - Abbey Group Master Support Agreement Exhibit G - Abbey Group RFP Response In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to this Agreement, followed by the Statement of Work, followed by the Contractor's RFP Response. Primary Agreement Page 2 1.4 Time for Performance Under Agreement. This Agreement shall take effect on the Effective Date after it has been fully executed by duly authorized representatives of both parties. The schedule for the implementation of the System shall be governed by the project schedule attached hereto as Exhibit C and incorporated herein by this reference (the "Project Schedule"). Unless earlier terminated as provided for in Section 7.3 hereof, this Agreement will remain in effect from the Effective Date until all tasks set forth in the Statement of Work have been fully completed, all materials set forth in the Project Deliverables have been delivered and all amounts payable hereunder have been paid in full. All work tasks described in the Statement of Work (Exhibit A) shall be completed not later than the last date/event presented on the Project Schedule (Exhibit C). Primary Agreement Page 3 PART II ACQUISITION OF INTEGRATED PUBLIC SAFETY SYSTEM 2.1 Order and Delivery. All hardware and software specified in the Project Deliverables shall be delivered by the Contractor in time to comply with the requirements of the Project Schedule. The risk of loss to the hardware and software specified in the Project Deliverables shall remain with the Contractor until delivered, unpacked, uncrated and installed at the City sites. 2.2 Equipment Condition and Availability. Equipment specified as provided by the Contractor must be furnished as new, still in production and in a condition which enables manufacturer warranties to be valid. 2.3 Acceptance. The City's acceptance of each component of the System shall be as set forth in the Statement of Work. 2.4 Proprietary Rights in Hardware and Manufacturer's Software. 2.4.1 Definitions. For purposes of this Agreement, the following capitalized terms shall be defined as set forth herein: (a) "Aa-Built Specifications" shall mean, with respect to any of the Abbey Group Applications, the specifications for such Abbey Group Application(s) delivered to the City upon the City's acceptance of such Abbey Group Application in accordance with the Statement of Work. (b) "As-Built Documentation" shall mean, with respect to any Abbey Group Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such Abbey Group Application which reflect the changes made to the application that are specific to the City of Santa Ana. (c) "Error" shall mean, with respect to any Abbey Group Application, a defect in the Abbey Group Application that prevents such Abbey Group Application from functioning in accordance with the published specifications pertaining thereto. Primary Agreement Page 4 (d) "Maintenance Modifications" shall mean, with respect to any Abbey Group Application, a computer software change to correct an Error in, and integrated into, such Abbey Group Application, but that does not alter the functionality of such Abbey Group Application and that is provided to the City after the City's acceptance of such Abbey Group Application in accordance with the Statement of Work. Maintenance Modifications are provided at no additional cost during the warranty period or any extended support period. (e) "Object Code" shall mean computer programs assembled or compiled from Source Code in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse- compiling, or reverse-engineering. (f) "Source Code" shall mean computer programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. (g) "Third-Party Products" shall mean all software and hardware components specified in the Project Deliverables and delivered by Abbey Group under this Agreement for integration into the System other than the Abbey Group Applications. (h) "Abbey Group Application" shall mean any Abbey Group-supplied products, and all modules corresponding thereto developed by the Contractor and delivered to the City under this Agreement and in accordance with the As-Built Specifications relating thereto, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. Primary Agreement Page 5 2.4.2 Ownership of Software. The City acknowledges that at all times the Contractor shall retain title to, ownership of and all applicable identified intellectual property rights, patents, copyrights and trade secrets in any Abbey Group Applications (including all Derivative Works, Maintenance Modifications, Enhancements and Documentation with respect thereto) and any Abbey Group Confidential Information (including all proprietary information pertaining to the design, engineering and use thereof). Upon the City's acceptance of any Abbey Group Application in accordance with the Statement of Work and the City's payment of all amounts due hereunder with respect thereto, the Contractor will grant to the City a limited right to use the Abbey Group Application, pursuant to the terms and conditions defined in Exhibit E. 2.4.3 Third-Party Software. The Contractor may provide to the City certain third-party software applications in the quantities requested by the City pursuant to this Agreement (the "Third-Party Software"). The right to use any such Third-Party Software may be granted to the City under the Software License Agreement or pursuant to a separate software license agreement with the developer of such Third-Party Software. The Contractor represents and warrants that, prior to the installation of any Third-Party Software on the System, copies of any license agreement relating to such Third-Party Software will be provided to the City for review. The Contractor will integrate such Third-Party Software into the System and such Third-Party Software will constitute a deliverable for purposes of this Agreement. If the City requires additional licenses or sublicenses beyond what is specified in this Agreement, the City shall be responsible for any additional costs associated with obtaining such additional licenses and the costs and fees associated with integration of such additional Third-Party Software into the System. In the event that additional licenses or sublicenses are required as a consequence of Abbey Group failing to properly identify such license requirements during the preparation of this agreement, Abbey Group will be responsible Primary Agreement Page 6 for any additional costs associated with obtaining such licenses and the costs and fees associated with integration of such additional Third-Party Software into the System. The City shall have no right to the Source Code with respect to any Third-Party Software. 2.5 Confidential Information. 2.5.1 City Confidential Information. All City Confidential Information (as defined below) shall be held in strict confidence by the Contractor, and the Contractor shall not, without the City's prior written consent, (a) disclose such information to any person or entity other than to the Contractor's employees or Contractors legally bound to abide by the terms hereof and having a need to know such information in connection with the Contractor's performance of its obligations hereunder, or (b) use such information other than in connection with the performance of its obligations hereunder. The term "City Confidential Information" shall include all City data and other written information of a confidential nature. The Contractor understands and agrees that the unauthorized use or disclosure of City Confidential Information may irreparably damage the City. In the event of the Contractor's breach or threatened breach of any of the provisions in this Section 2.5.1, the City shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Contractor from any unauthorized use or disclosure of any City Confidential Information. 2.5.2 Abbey Group Confidential Information. All Abbey Group Confidential Information (as defined below) shall be held in strict confidence by the City, and the City shall not, without the Contractor's prior written consent, (a) disclose such information to any person or entity other than to the City's employees or Contractors legally bound to abide by the terms hereof and having a need to know such information in connection with the City's performance of its obligations hereunder, or (b) use such information other than in connection with the performance of its Primary Agreement Page 7 obligations hereunder. The term "Abbey Group Confidential Information" shall include the Abbey Group Applications and all other software applications developed by the Contractor, whether or not licensed to the City, as well as any written information disclosed by the Contractor to the City under this Agreement, including, but not limited to, any trade secrets, confidential knowledge, data, information relating to the Contractor's products, processes, designs, formulas, methods, developmental or experimental work, improvements, discoveries, plans for research, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, suppliers and customers, information obtained through contact with the Contractor's customers, proprietary information of the Contractor's customers. The City understands and agrees that the Abbey Group Confidential Information constitutes a valuable business asset of the Contractor, the unauthorized use or disclosure of which may irreparably damage the Contractor. In the event of the City's breach or threatened breach of any of the provisions in this Section 2.5.2, the Contractor shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the City from any unauthorized use or disclosure of any Abbey Group Confidential Information. 2.5.3 Exclusions. Notwithstanding Section 2.5.1 or Section 2.5.2 hereof, neither City Confidential Information nor Abbey Group Confidential Information shall include information which the recipient can demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known or available or otherwise part of the public domain; (b) is rightfully known by the recipient without restriction on use prior to its first receipt of such information from the disclosing party as evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the information to the recipient, as a matter of right and without restriction on disclosure; or (d) is the subject Primary Agreement Page 8 of a written permission by the disclosing party to disclose. 2.5.4 Exceptions. Notwithstanding Section 2.5.1 or Section 2.5.2 hereof, disclosure of City Confidential Information or Abbey Group Confidential Information shall not be precluded if: (a) such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that the recipient of such confidential information shall first have given notice to the other party and shall have made a reasonable effort to obtain a protective order requiring that the information to be disclosed be used only for the purposes for which the order was issued; (b) the City is contacted by a law enforcement agency requesting subjective reference information regarding the Contractor's products, services, performance, and timeliness under the scope of this Agreement. (c) such disclosure is necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; (d) the recipient of such confidential information received the prior written consent to such disclosure from the disclosing party, but only to the extent permitted in such consent; or (e) such disclosure is in response to a request for information under the Federal Freedom of Information Act or the California Public Records Act (Gov't. Code Sec. 6250 et seq.), but only to the extent that such disclosure is required under such acts. Primary Agreement Page 9 2.5.5 Survival. The obligations hereunder with respect to each item of City Confidential Information and Abbey Group Confidential Information shall survive the termination of this Agreement. Primary Agreement Page 10 PART III WARRANTIES 3.1 Contractor Commitments, Warranties and Representations. The Contractor warrants that each Abbey Group Application shall, for a period of one year following acceptance of such Abbey Group Application in accordance with the Statement of Work, conform to the As-Built Specifications with respect to such Abbey Group Application. Upon acceptance of each Abbey Group Application (on an application-by-application basis) in accordance with the Statement of Work, the City may enter into the Master Support Agreement (the "Support Agreement") set forth as Exhibit F, pursuant to which Abbey Group will provide warranty support for a period of one year, without cost to the City. Following the expiration of the warranty period, the City will pay Abbey Group the applicable support fee if such Master Support Agreement is entered into so long as no technical support problems remain unresolved, thus commencing the extended support for such Abbey Group Application. 3.2 Warranty for Third Party Products. The Contractor makes no warranty with respect to any software or hardware components specified in the Project Deliverables other than the Abbey Group Applications. Warranty coverage for Third-Party Products shall be passed through to the City and provided in accordance with the original manufacturers' warranty provisions. To the extent it has been authorized to do so, the Contractor shall take all reasonable steps to assist the City in coordinating technical support under any warranty arrangement with respect to any Third-Party Products. For any equipment specified in the Project Deliverables and provided by Abbey Group under this Agreement that is no longer available due to model changes or other reasons beyond the reasonable control of Abbey Group, Abbey Group shall provide equipment of same or equal quality, performance and capacity. For any Third-Party Product which is no longer available due to model changes or other reasons beyond the control of the Contractor, the Contractor shall provide equipment from the same or other City-approved manufacturer, upon the same terms and conditions, including price, as set forth herein, and said equipment shall be of same or better quality, performance and capacity as the equipment originally specified in the Project Deliverables. 3.3 Documentation. The Contractor shall provide current and Primary Agreement Page 11 accurate Documentation with respect to each Abbey Group Application, including, without limitation, training materials for each Abbey Group Application and sufficient copies thereof, as prescribed in the Statement of Work. It is the intent of the parties that the training materials be written in a manner so that City personnel may utilize the materials as a reliable resource for understanding the System's operations. Primary Agreement Page 12 PART IV IMPLEMENTATION, PAYMENT SCHEDULE AND RELATED SERVICES 4.1 Implementation Schedule. Implementation of the work and the delivery and installation of hardware and software shall be completed in accordance with the Project Schedule and Statement of Work. 4.2 Delivery and Installation. The Contractor shall assume responsibility for delivery, unpacking, uncrating and installing all hardware and software specified in the Project Deliverables at the City sites. Following installation of the hardware, the Contractor shall test all hardware in accordance with the manufacturer's standard installation diagnostic procedures, if any. The Contractor shall install and configure all hardware and software in accordance with the Statement of Work. 4.3 Payment Terms. 4.3.1 Installments. The City shall make payments to the Contractor (the "Milestone Payments") in accordance with the Milestone Payment Schedule attached hereto as Exhibit D and incorporated herein by this reference (the "Milestone Payment Schedule"). The Contractor shall prepare and submit invoices for payment by the City under this Agreement. Invoices for payments hereunder shall be submitted to the following address: Santa Ana Police Department Attention: Michael R. Lewellen City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 All payments shall be made within thirty (30)days from the date of the applicable undisputed invoice by check made payable to "Abbey Group Consultants, Inc." and delivered to 923 Tahoe Blvd., Suite 212, Incline Village NV 89451, Attention: Mr. John Abbey, or by such other means as may be mutually acceptable to the parties. Invoices should be disputed in writing within ten days, or deemed acceptable. Primary Agreement Page 13 4.3.2 Equipment Staging. Certain materials to be delivered by the Contractor under this Agreement shall be received by the Contractor and will remain in the Contractor's possession at its development facility for programming and system integration work by the Contractor prior to delivery to the City. Payment for such materials shall be due and payable by the City upon their receipt by the Contractor at the Contractor's development facility, subject to the following: (a) The amount to be paid by the City for such deliverable goods shall be based on the price specified in the Project Deliverables. (b) The Contractor will notify the City in writing of the Contractor's receipt of such deliverable goods at a Contractor development facility. Within five (5) business days of such notice of delivery, the City shall verify the delivery of goods by either (i) acceptance of the Contractor's certification of goods received and receipt of a copy of the packing list(s), or (ii) a physical on-site inspection at the City's expense. The City's failure to verify the goods within such 5-day period shall waive the City's right to object to or reject such goods. 4.3.3 Taxes. The prices set forth herein include California sales tax but do not include any other federal, state or local excise, sales, or lease taxes now in force or which may be enacted in the future, all such amounts being the sole and independent responsibility of the City for direct payment to such taxing authority. The prices are inclusive of any gross income or similar taxes and any amount of withholding taxes, Social Security, insurance, and unemployment insurance with respect to the Contractor's employees. 4.4 Non-Exclusiveness of Remedies. Any right or remedy of either party provided for in this Agreement, including, but not limited to any guaranty or warranty or any remedy for non-performance, shall be in addition to and not a limitation of any right or remedy otherwise available by Primary Agreement Page 14 law, equity, or statute. Primary Agreement Page 15 PART V INSTALLATION DEPENDENCIES AND DELAYS 5.1 City Responsibilities. The City agrees to provide those services and facilities necessary for the implementation of the System which are set forth as the City's obligations or responsibilities in the Statement of Work (the "Client Responsibilities"). The City acknowledges that the dates set forth in the Project Schedule for completion of the services to be provided by the Contractor under this Agreement depend, in part, upon the timely fulfillment of the City Responsibilities. The Contractor shall not be responsible for any delays in the Project Schedule directly and primarily caused by the City's failure to perform the City Responsibilities or by any delays caused by a third party under the City's control. In accordance with the Statement of Work, the City shall respond within ten (10) business days to any written request submitted by the Contractor for information, clarification or approval of any designs, specifications, documents, or proposed change orders or amendments. 5.2 Change Orders. The scope and schedule of services and materials provided under this Agreement may be changed from time to time only by a written change order (a "Change Order") mutually agreed upon and signed by duly authorized representatives of each of the parties. When a change causes a modification to the Contract Price or the amount of time needed to complete such change, the Milestone Payment Schedule and Project Schedule shall be amended, as necessary. Design, development and implementation work on change order items will be performed at a price to be mutually agreed upon by the parties. The Contractor shall negotiate in good faith and in a timely manner as to the price of the change orders. If the parties reach an agreement, the Agreement shall be amended as necessary to reflect the change order. 5.3 Contractor Caused Delays: Time is of the essence in the performance of this Agreement; therefore, Contractor shall adhere to the completion dates in the Project Schedule. The parties agree that if, due to no fault of the City or any third party under the City's control, certain milestones are not completed in accordance with the Project Schedule, actual damages sustained by the City because of such delay(s) will be uncertain and difficult to determine, and that the reasonable foreseeable damage incurred by City is hereby stipulated to be $1,000 per calendar day, up to a Primary Agreement Page 16 maximum not-to-exceed amount of $25% of the total contract value. Such damages will be applied in the event completion of the mutually agreed upon milestones as identified in the statement of work completion criteria are not achieved in accordance with the Project Schedule. If such event is in jeopardy of not being achieved in accordance with the Project Schedule, Contractor shall inform the City in writing of the potential delay no less than thirty (30) days prior to the scheduled event. Contractor's written notification of the potential delay shall include a proposed recovery plan for the City's consideration and approval. The City's approval of such recovery plan shall not be unreasonably withheld. If the City approves the Contractor's recovery plan, damages relating to the delay shall only apply to the newly adjusted Project Schedule. Primary Agreement Page 17 PART VI ADDITIONAL TERMS AND CONDITIONS OF THE WORK 6.1 Storage of Materials; Cleaning Up. It shall be the Contractor's responsibility to clean any areas impacted by the performance of its duties under this Agreement. The City will not be responsible for loss of, or damage to, materials, tools, appliances or work arising from acts of theft, vandalism malicious mischief or other causes at the City, or any partner agency locations. The Contractor shall remove all debris arising from the performance of its services hereunder on a daily basis and upon completion of such services. 6.2 Extra Work. No claims for extra work will be allowed unless the same shall have been previously agreed to by the City in a written Change Order pursuant to Section 5.2 hereof. 6.3 Status Reports. The Contractor shall submit, in a format mutually agreeable to both parties, written monthly reports on the status of the work so that the City is kept fully informed of its progress. The City shall designate in writing, from time to time, its project director or other representative to whom required reports shall be directed. The reports shall be submitted to the City so that they are received by the City no later than the 10th day of each calendar month. The Contractor agrees to attend monthly on- site meetings with the Project Team which may be waived with the approval of the Project Manager. Primary Agreement Page 18 PART VII GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT 7.1 Verification of Background. The Contractor agrees that any employee, agent, subcontractor or Contractor having access to any installation site or to any records or information relating, pertaining to or included in the System shall be required to provide their name, date of birth and driver's license number and, at City's expense, shall submit to fingerprinting and a "California Identification Search" in order to verify the person's status and fitness to perform under this Agreement. The City's Police Chief will have sole discretion on whether to approve or disapprove any Contractor employee. Delays associated with the subjective rejection of a Contractor employee will constitute an excusable Contractor delay. Delays associated with the rejection of a Contractor employee related to the identification of active warrants, investigative wants, or probation and/or parole mandates will constitute a Contractor caused delay. Approved Abbey Group Consultants employees or agents agree to notify the City in writing should they be arrested, detained, investigated or convicted of any crime during the term of this agreement. 7.2 Assignment. Except as expressly provided for herein, neither party shall have the right to assign all or any portion of its rights and licenses granted or delegate any obligations assumed under this Agreement, and any attempted assignment or delegation shall be null and void. 7.2.1 Subcontracting. Notwithstanding the provisions of Section 7.2, the Contractor shall have the right to delegate matters to such subcontractors as are approved in writing by the City's Police Chief or his designee. 7.2.2 Permitted Assignment. Notwithstanding the provisions of Section 7.2, the Contractor may, without the prior written consent of any party, assign this Agreement to a successor purchasing all or substantially all of the Contractor's business or assets through asset sale, merger or other transaction. 7.3 Termination. This Agreement will terminate or may be terminated as provided in this Section 7.3. 7.3.1 Termination for Default. Either party may Primary Agreement Page 19 terminate this Agreement upon a default of the other party. A party is in default if the party fails to comply substantially with any material term, condition or provision of this Agreement. In the event of default, the non-defaulting party shall notify the defaulting party in accordance with Section 7.11 hereof of the specific act or omission that constitutes the default, with sufficient detail to provide the defaulting party a reasonable opportunity to cure such default. The defaulting party shall have twenty (20) business days from the date of receipt of such notification to cure such default. In the event of default, and during the above-specified cure period, performance under this Agreement shall continue as though the default had never occurred. In the event the default is not cured within the above specified cure period, then the non-defaulting party may, at its sole option, terminate this Agreement for default. Such termination shall be accomplished by written notice of termination delivered in accordance with Section 7.11 hereof and shall be effective at the close of business on the date such notice is received or the close of business on the termination date specified in such notice, whichever occurs later. 7.3.2 Termination for Convenience. The City may terminate this Agreement in whole or in part whenever for any reason the City shall determine that such termination is in the best interest of the City. In the event that the City elects to terminate the Agreement pursuant to this provision, it shall so notify the Contractor in accordance with Section 7.11 hereof and the termination shall be effective as of the close of business on the date such notice is received or the close of business on the termination date specified in such notice, whichever occurs later. 7.3.3 Termination for Bankruptcy or Insolvency. In the event that the Contractor shall cease conducting business in the normal course due to insolvency, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or avail itself of, or become subject to, Primary Agreement Page 20 any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights of creditors, the City may, at its option, terminate this Agreement. In the event the City elects to terminate this Agreement under this provision, it shall do so by sending notice of termination to the Contractor in accordance with Section 7.11 hereof and the termination shall be effective as of the close of business on the date such notice is received or the close of business on the termination date specified in such notice, whichever occurs later. Primary Agreement Page 21 7.3.4 7.3.5 Procedure on Termination. Upon termination of this Agreement, the Contractor shall: (a) Stop work under the Agreement on the date and to the extent specified in the notice of termination; (b) Place no further ord materials, services may be necessary for portion of the work is not terminated; ers or subcontract for or facilities, except as completion of such under the Agreement as (c) Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination, (d) With the approval of the City, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, the cost of which would be reimbursable under this Agreement in whole or in part; and (e) Take such action as may be necessary, or as the City may direct, for the protection and preservation of any and all property or information related to the Agreement which is in the possession of the Contractor and in which the City has an interest. Consequences of Termination. Upon termination of this Agreement: (a) Except as provided in Section 7.3.4 hereof, the Contractor shall be under no further obligation to provide services hereunder; (b) The Contractor shall return to the City all City Confidential Information in the Contractor's possession and shall certify in a written document signed by an officer of the Contractor that all such information has been returned; (c) The City shall return to the Contractor all Primary Agreement Page 22 Abbey Group Consultants Confidential Information in the City's possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Abbey Group Consultants Confidential Information and all copies of any of the foregoing (in whatever medium recorded)) and all Third Party Products in its possession not yet accepted and not yet paid for in full together with all copies of documentation and other material related thereto, and shall certify in a written document signed by an authorized officer of the City that all such information and material has been returned; (d) The City shall cause payments to be made to the Contractor within thirty (30) days of receipt of invoice for all outstanding invoices submitted to the City prior to the effective date of the termination and for all work performed prior to the effective date of the termination, as well as for other costs incurred prior to, or as a result of, the termination (including without limitation all cancellation, restocking or residual fees resulting from the cancellation or return of Third Party Products ordered from or shipped by the vendor thereof prior to the effective date of the termination) based upon the percentage of work completed at the time of termination and based upon the prices, amounts and rates set forth in the Project Deliverables and the Milestone Payment Schedule; provided, however, that in no event shall the amount of money paid under this provision exceed the Contract Price; and (e) All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement shall survive the termination of this Agreement. Primary Agreement Page 23 7.4 Laws to be Observed. All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable federal, state, county, and municipal laws, including, but not limited to, the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap in programs and activities receiving any federal or county financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. Contractor shall study and comply with all applicable federal, state and local laws, rules and regulations affecting the Contractor and his/her work hereunder and shall ensure that all subcontractors do the same. Contractor represents and warrants to City that Contractor has and will keep in effect during the term of this Agreement all licenses (including but not limited to the City of Santa Ana business license), permits, qualifications and approvals of whatsoever nature which are legally required for Contractor to practice Contractor's profession and to do the work hereunder. Contractor agrees to abide by the requirements of the Immigration Reform and Control Act pertaining to assuring that all newly-hired employees of Contractor performing any services under this Agreement have a legal right to work in the United States of America, that all required documentation of such right to work is inspected, and that INS Form 1-9 (as it may be amended from time to time) is completed and on file for each employee. Contractor shall make the required documentation available upon request to City for inspection 7.5 Governing Laws. The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of California. All legal proceedings brought in connection with this Agreement may only be brought in court located in Orange County, California. Each party hereby agrees to submit to the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with thie Agreement. Primary Agreement Page 24 7.6 Permits and Licenses. Except with respect to permits, licenses, fees and notices imposed or required by the City's site preparation to be completed by the City as required by this Agreement, and except with respect to those which are referenced in the Statement of Work as the responsibility of the City, the Contractor shall procure all permits and licenses, pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the services to be performed by the Contractor hereunder. 7.7 Force Majeure. Neither party shall be responsible for delays caused by acts of God or of the public enemy, terrorism, fire, floods, tidal waves, earthquakes, epidemics, strikes, labor disputes, shortage of materials and freight embargoes, power failures or spikes, provided that the party desiring to invoke this clause shall notify the other party in writing of the cause or causes of the delay within ten (10) business days of the beginning of such cause or causes and shall exercise due diligence in attempting to avoid any delays and/or the impacts of any delays. A delay caused by a shortage of materials shall not be excused unless the party seeking to invoke this clause furnishes documentary proof that it has diligently made every effort to obtain such materials from all known sources. 7.8 No Third Party Beneficiaries. This Agreement is not intended to create any right in or for the public, or any member of the public, any subcontractor, supplier or any other third party, or to authorize anyone not a party to this Agreement to maintain a suit to enforce or take advantage of its terms. The duties, obligations and responsibilities of the parties to this Agreement with respect to third parties shall remain as imposed by law. 7.9 Nondiscrimination Standards. Contractor shall not discriminate in its performance under the Agreement either directly or indirectly on the grounds of race, color, religion, sex, age, national origin, or other prohibited grounds in its employment practices, and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or other prohibited grounds. Primary Agreement Page 25 7.10 Conflict of Interest. The Contractor hereby certifies that no officer, agent or employee of the City who may have a pecuniary interest in this Agreement has participated in the procurement of this Agreement on the part of the City, that this Agreement was procured in good faith without fraud, collusion or connection of any kind with any other vendor for the same call for proposals and the Contractor has competed solely in its own behalf without obligation to any undisclosed person or firm. 7.11 Notices. All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) upon receipt after being deposited with a reputable overnight air courier service; or (d) upon receipt after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and other communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. If to the City: City of Santa Ana Police Department Attention: Michael R. Lewellen City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 If to the Contractor: Abbey Group Consultants, Inc. 923 Tahoe Blvd., Suite 212 Incline Village NV 89451 Attention: John Abbey, President Fax: (775) 832-8002 Primary Agreement Page 26 7.12 Insurance. Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below; Primary Agreement Page 27 a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, if applicable, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Primary Agreement Page 28 (ii) Certificates of insurance shall be furnished tc the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7.13 Miscellaneous Provisions. 7.13.1 Modifications. This Agreement may be modified only by mutual written agreement executed by both parties. 7.13.2 Waiver. In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall Primary Agreement Page 29 constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. Primary Agreement Page 30 7.13.3 Headings and Interpretation. The headings of parts, sections and subsections used in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of the Agreement. Notwithstanding the fact that one or more provisions of this Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be interpreted as though they were a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted. 7.13.4 Number and Gender; Dates. Whenever applicable within this Agreement, the singular shall include the plural and the plural shall include the singular and a pronoun of one gender shall refer to any appropriate gender. All references to days in this Agreement shall mean calendar days unless otherwise specifically stated. 7.13.5 Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. 7.13.6 Counterparts. This Agreement may be executed simultaneously or concurrently in one or more counterparts, each of which shall be deemed a duplicate original but all of which together shall constitute one and the same Agreement. 7.13.7 Entire Agreement. The making, execution and delivery of this Agreement has been induced by no representations, statements, warranties or other agreements except as expressed by the written terms of this Agreement. The parties acknowledge that no employee, agent or representative of the Contractor has the authority to bind the Primary Agreement Page 31 Contractor to any representation not expressly contained in a written agreement signed by an duly authorized representative of the Contractor. This Agreement embodies the entire understanding of the parties and supersedes all prior or contemporaneous proposals, purchase orders, understandings, representations, conditions, warranties, covenants and other telecommunications between the parties, whether oral or written, relating to the subject of the Agreement unless expressly set forth or referred to in the Agreement. The parties agree that this Agreement may not in any way be contradicted by a prior or existing course of dealing between them or by any usage of trade or custom. 7.13.8 Indemnification and Hold Harmless. To the full extent permitted by law, Contractor shall indemnify, hold harmless, release and defend City, its officers, employees and agents from and against any and all actions, claims, demands, damages, disability, losses, expenses including attorney's fees and other defense costs and liabilities of any nature that may be asserted by any person or entity including Contractor, in whole or in part, arising out of Contractor's activities hereunder, including the activities of other persons employed or utilized by Contractor in the performance of this Agreement (including design defects and regardless of City's approval, use or acceptance of the work or work product hereunder) excepting liabilities due to the admitted or adjudicated sole negligence or willful misconduct of City. This indemnification, defense, etc., shall include any claim for patent or copyright infringement. If the adjudicated or admitted sole negligence or willful misconduct of City has contributed to a loss, Contractor shall not be obligated to indemnify City for the proportionate share of such loss caused by such sole negligence or willful misconduct. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable by or for Contractor under Worker's Compensation, disability or other employee benefit acts or the terms, applicability or limitations of any insurance held or provided Primary Agreement Page 32 by Contractor and shall continue to bind the parties after termination/completion of this Agreement. This Agreement is made pursuant to and incorporates by reference the terms and conditions of the City of Santa Ana Jail Management System Primary Agreement (the "Agreement") by and between Abbey Group Consultants, Inc. (the "Contractor") and the City of Santa Ana (the "City"). Except as set forth in this Agreement, the parties agree that the terms and conditions set out in the Agreement apply and are incorporated by reference into this Agreement. All capitalized terms not defined in this Agreement shall have the meanings set out for such terms in the Agreement. In this Agreement, unless otherwise specified, these capitalized terms shall have the following meanings: "Hardware" means the hardware set out in the Quotation. "Maintenance Services" means the support and maintenance services for the System set out in the Agreement and in the Quotation. "Software" means the software set out in the Quotation. "System" means the Hardware and the Software set out in the Quotation. "Quotation" means Exhibit B, attached to the Agreement. 7.13.9 Disclaimers and Limitations of Liability: Subject to anything to the contrary contained herein, the Contractor's sole obligation and liability and the City's sole remedy for the Contractor's negligence, breach of warranty, breach of contract or for any other liability in any way connected with or arising out of the Agreement, the System, and the related services and materials to implement the System, or the Maintenance Services shall be as follows: Primary Agreement Page 33 a. The City's sole remedy for breach of its Software warranty shall be the replacement of the Software. Any replacement Software shall be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. b. For any other claim in any other way related to the subject matter of this Agreement or any order under this Agreement, the City or Contractor shall be entitled to recover actual and direct damages; provided that the City's or Contractor's liability for damages for any cause whatsoever, and regardless of the form of the action, whether in contract or in tort (including negligence), shall be limited to the value of this Agreement. 7.13.10 Contractor's Power and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the City hereunder harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. 7.13.11 Staff Approval. (a) Within ten (10) days of execution of this Agreement, the Contractor shall designate in writing a single individual to act as the project manager (the "Contractor Project Manager") The Contractor Project Manager shall be knowledgeable regarding the nature, implementation and use of the System, and shall have sufficient prior working experience with the implementation and use of the System, including its hardware and software components, so that the Contractor Project Manager can serve as a resource and guide to the City in the implementation and use of the System. The Contractor Project Manager shall ensure the Contractor's compliance with, and shall coordinate appropriate schedules in connection with, the Contractor's obligations hereunder. The Contractor shall use its best efforts to maintain the same Contractor Project Manager for the Primary Agreement Page 34 duration of this Agreement. However, the Contractor may change the individual designated hereunder by providing the City with fifteen (15) days advance written notice designating the new individual authorized to act as the Contractor Project Manager. Notwithstanding the foregoing, the Contractor has the right to appoint a temporary Contractor Project Manager in connection with short-term unavailability, sick leave or reasonable vacations provided that it notifies the City in writing of any such temporary appointments. (b) Within ten (10) days of the execution of this Agreement, the City shall designate in writing a single individual to act as the City's project manager (the "City Project Manager"). The City Project Manager shall ensure the City's compliance with, and shall coordinate appropriate schedules in connection with, the City's obligations hereunder. The City shall use its best efforts to maintain the same City Project Manager for the duration of this Agreement. However, the City may change the individual designated hereunder by providing the Contractor with advance written notice designating the new individual authorized to act as the City Project Manager. Notwithstanding the foregoing, the City has the right to appoint a temporary City Project Manager in connection with short-term unavailability, sick leave or reasonable vacations provided that it notifies the Contractor in writing of any such temporary appointments. (c) The Contractor Project Manager and the City Project Manager shall be accessible by telephone or by electronic pager throughout the duration of this Agreement. Prior to cutover of the System, the Contractor Project Manager shall be available eight (8) hours per day five (5) days per week, excluding holidays and weekends. From time to time it may be necessary to adjust those hours to support specific project goals and objectives. Such adjustments shall be made as agreed to by both parties. During any Reliability Testing period described in the Statement of Work with respect to any Abbey Group Application, the Contractor Project Manager must be available on a Primary Agreement Page 35 twenty four (24) hour basis, seven (7) days per week. (d) If Client should desire that Abbey Group replace its Project Manager or any other personnel assigned to assist the project, such request shall be made in writing, include the Client's basis for the request, and delivered in accordance with Section 7.11 hereof. Abbey Group's compliance with such requests shall not be unreasonably withheld. 7.13.12 Patents and Royalties. The Contract Price specified herein is deemed to include all royalties or license fees arising from the use of any design, device or materials or other component specified in the Project Deliverables that are covered by patent, trademark or copyright, and the Contractor expressly warrants that by executing this Agreement, the City is entitled to use each such component without infringing upon any patent, trademark or copyright. The Contractor represents that it has secured all necessary licenses, sublicenses, consents or approvals to use all components of the System specified in the Project Deliverables, including, without limitation, all software, and to license, sublicense or resell such components under the Contractor's name. The Contractor covenants to defend, indemnify and hold harmless the City from any loss, claim or liability in any way related to a claim that the City is violating laws or any contractual provisions relating to trade names, licenses, franchises, patents or other means of protecting interests in any components of the System specified in the Project Deliverables. In case a Abbey Group Consultants' Application delivered under this Agreement is held to be infringing and its use is enjoined, the Contractor, at its option and expense, shall: (a) secure for the City the right to continue using such Abbey Group Consultants Application by suspension of any injunction or by procuring any necessary license or sublicense for the City; or (b) modify such component so that it becomes non- infringing; or (c) remove such Abbey Group Consultants Application and refund all sums paid Primary Agreement Page 36 therefore without prejudice to any other rights of the City. These covenants shall survive the termination of this Agreement and are in addition to any other rights or remedies of the City specified in this Agreement or otherwise provided by law. 7.13.13 Resolution of Disputes. (a) The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section 7.13.13(a). (i) If either party (the "Disputing Party") disputes any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. (ii) If such dispute is not resolved by the employees responsible for the subject matter of the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of representatives below a written statement (a "Dispute Notice") describing the dispute in detail, including any time commitment and any fees or other costs involved. (iii) Receipt by the first level of representatives of a Dispute Notice shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. If the respective representatives cannot resolve the dispute within the given time period, the dispute shall be escalated to the next higher level of representatives in the sequence as set forth below. (iv) If the parties are unable to resolve the dispute in accordance with the escalation procedures set forth below, the parties may Primary Agreement Page 37 assert their rights under this Agreement. Escalation Timetable (Business Days) O t0 rj th 6th to 10th 11th t0 1Sth Abbey Group Client Representative Representative Project Manager Project Manager VP Operations To Be Defined Executive Officer To Be Defined (b) Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with the informal dispute resolution procedures set forth in Section 7.13.13 (a) hereof, the parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. (c) Notwithstanding the foregoing, either party may, before or during the exercise of the informal dispute resolution procedures set forth in Section 7.13.13 (a) hereof, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. 7.13.14 News Releases. News releases and all other related information pertaining to this Agreement shall not be made available to anyone by the Contractor without the prior written approval of the City. Contractor shall be entitled to provide press release announcing the selection of the Contractor by the City and the overall scope of the project. 7.13.15 Time is of The Essence. Time is of the essence for the parties' performance of this Agreement. 7.13.16 Equipment Compatibility. The Abbey Group Applications will not fail to perform in accordance with the performance standards set forth in the Statement of Work as a result of the equipment specified in the Project Deliverables. The Contractor shall not be responsible for the performance of the Abbey Group Consultants' Primary Agreement Page 38 Applications in combination with any other products, elements, or components not supplied by the Contractor except to the extent that the Contractor has provided the interface between such equipment and non-Abbey Group Consultants' products, elements or components pursuant to this Agreement. 7.13.17 Records Retention. Upon reasonable advance written notice to the Contractor and subject to the confidentiality provision contained in Section 2.5 hereof, the Contractor agrees to provide to the City, to any federal or state department having monitoring or reviewing authority, to City's authorized representatives and/or their appropriate audit agencies reasonable access to and the right to examine and audit records and documents necessary to determine compliance with relevant federal, state, and local statutes, rules, and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed; provided, however, that this right shall not be exercised unreasonably and shall be conducted during the Contractor's normal business hours and in such a manner as to minimize disruption of the Contractor's day to day operations. Contractor shall maintain and preserve all financial records relating to this Agreement for a period of three (3) years from the termination date of this Agreement, or until audit findings are resolved, whichever is greater. 7.13.18 Source Code Escrow. Abbey Group shall retain a copy of the Santa Ana-specific versions of the Abbey Group Consultants' Application source code, and shall also deposit a copy of that source code into Abbey Group Consultants' Master escrow account at National Software Escrow, Inc., no later than final system acceptance by the City. City shall be a named beneficiary of that account, and will receive deposit verification and semi-annual deposit histories directly from National Software Escrow, Inc. Abbey Group Consultants will deposit copies of all modules associated with Abbey Group Application(s) implemented hereunder, and those deposits shall Primary Agreement Page 39 include the developer's notes. In an event whereby City is granted access to the source code held in escrow, City will not be assessed any additional license fees for the use of the Source Code. Ongoing maintenance of the escrow deposit account will be provided as long as the City continues maintenance support in accordance with the terms of the then-current Support Agreement between Abbey Group Consultants and the City (see Section 3.1 hereof). The City may exercise its rights with respect to Application source code held in escrow for the sole purpose of maintaining and updating the System to avoid cessation of service or loss to the City. Under no circumstances shall the City be authorized to use such software or license others to use the same for any purpose other than the internal needs of the City. To protect Abbey Group's proprietary rights in the Source Code, City shall never post it on a network server nor transmit copy of it. Abbey Group shall not be obliged to update source code after the City shall have taken it from escrow. As used in the National Software Escrow, Inc. Master Escrow Agreement, "Release Condition" shall mean the existence of any one or more of the following circumstances: a. Abbey Group Consultants is unable to correct any Operational Defect (as such term is defined in the License Agreement) in the Program which prevents it from functioning in accordance with the applicable specifications, documentation, performance criteria and other warranties and descriptions provided in the License Agreement within sixty days after the SOFTWARE BENEFICIARY has notified Abbey Group Consultants of such failure, specifying in reasonable detail the respects in which the program fails to perform. b. Abbey Group Consultants is unable to Primary Agreement Page 40 discharge any of its maintenance obligations to the licensed Program in accordance with the warranties or other standards for such maintenance set forth in any software maintenance agreement which may be in effect between Abbey Group Consultants and the SOFTWARE BENEFICIARY within sixty days after the SOFTWARE BENEFICIARY'S notice to Abbey Group Consultants specifying in reasonable detail the respects in which the program is not being properly maintained. c. Any sale, assignment or other transfer by Abbey Group Consultants of such of Abbey Group Consultants' rights in the Program as would prevent Abbey Group Consultants from discharging its obligations with respect to the licensed Program or any maintenance obligations for the Program. d. Abbey Group Consultants becomes insolvent, makes a general assignment for the benefit of creditors, or suffers or permits the appointment of a receiver for its business, where its assets become subject to any proceeding under any insolvency law, domestic or foreign, or has wound up or liquidated its business and the SOFTWARE BENEFICIARY has reason to believe that any such event will cause Abbey Group Consultants to fail to meet its warranty and maintenance obligations in the foreseeable future. f. Abbey Group Consultants fails to make to ESCROW AGENT any payments required of Abbey Group Consultants to keep this Agreement in full force and effect, provided that the ESCROW AGENT shall notify Abbey Group Consultants in writing of such default by certified mail, return receipt requested, and Abbey Group Consultants fails, within thirty days after receipt thereof, to cure such default. g. Entry of an order for relief under Title 11 of the United States Code; Primary Agreement Page 41 h. The making by Depositor of a general assignment for the benefit of creditors; i. The appointment of a general receiver or trustee in bankruptcy of Depositor's business or property; or j. Action by Depositor under any state or federal insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation. 7.13.17 Standard of Care. City relies upon the professional ability of Contractor and representations regarding the type of work to be performed as a material inducement to entering into this Agreement. Contractor shall perform the professional services hereunder in accordance with the highest professional standards of those engineers engaged in providing hardware and software design and maintenance services. Contractor agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Contractor. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve specialized professional judgment appropriate to the type of work to be performed under this Agreement shall not be used as a basis for submission of inadequate work or incomplete performance. 7.13.18 Covenant Against Contingent Fees. The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability, or, in its discretion to deduct from the Agreement price or Primary Agreement Page 42 consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 7.13.19 Statement of Economic Interest. If City determines Contractor comes within the definition of Contractor under the Political Reform Act (Government Code §87100), Contractor shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of Santa Ana disclosing Contractor and/or such other person's financial interests. In such case, Contractor shall not make or participate in making or in any way attempt to use Contractor's position to influence a governmental decision in which Contractor knows, or has reason to know, Contractor has a financial interest other than the compensation promised by this Agreement. Contractor represents that Contractor has diligently conducted a search and inventory of Contractor's economic interests, as defined in the regulations promulgated by the Fair Political Practices Commission, and has determined that Contractor does not, to the best of Contractor's knowledge, have an economic interest that would conflict with Contractor's duties under this Agreement. Contractor will immediately advise the City Attorney if Contractor learns of an economic interest of Contractor's during the term of this Agreement. 7.13.20 Right to Adequate Assurance of Performance. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arises with respect to the performance of either party, the other may in writing demand adequate assurance of due performance, and until it receives such assurance, may, if reasonable, suspend any performance for which the agreed return has not been received. "Reasonable" includes not only the conduct of a party with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but Primary Agreement Page 43 not exceed fifteen (15) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. Primary Agreement Page 44 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: c~,~_~ PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA ~~~ DAV N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: LAL A SHEEDY Assistant City Atto ney RECOMMENDED FOR APPROVAL: ~\ ~er~-~ ~~7-_" Paul M. Walters Police Chief Primary Agreement Page 45 .~~ ,~ar.. Cal-Nevada INSURANCE AGENCY June 7`h, 2006 City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 RE: Proof of insurance coverage for Primary Agreement Jail Management System Contractor -Abbey Group Consultants Dear Risk Management Dept: Attached is our certificate of insurance, additional insured endorsement, amendatory endorsement -other insurance provision. Per my conversation with Laura Sheedy of the City Attorney's Department, I had forwarded a copy of your endorsement adding the City of Santa Ana to Abbey Group Consultants policy, and was advised by The Burlington Insurance Company's legal department that they could not alter the insured's policy contract. The Burlington had agreed to issue their own endorsements. See the attached copies. Should you have any questions or corrections, please do not hesitate to call or email me at denise e calnevadains.com. Sincerely, Denise D Davr 926 Incline Way #100 PO Box 5419 Incline Village, Nevada 89450 (775) 331-1422 (530) 583-5521 (530)587-8167 Fax (775}831-7873 Visit our website: www.calnevadains.com ACORD CERTIFICATE OF LIABIL ITY INSURANCE DATE (MM/DD/YYYY) 6/7/2006 PRODUCER ('7'75) 631-1422 FAX (775) 031-7073 Cal-Nevada Insurance A en 4 cY 926 Incline Way, Suite 100 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 5419 Incline Villa a NV 89450 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A:The Burlin tOn I[35 CO. Abbey Group Consultants INSURER e:Hart£ord Insurance 923 Tahoe Blvd, Ste. 212 INSURER C:Houston Casualt Co. INSURER D: Incline Villa a NV 89451 INSURERH COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MMIDD/YY) DATE (MM/DD/YY) LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence 300,000 S A X CLAIMS MADE OCCUR 190BW06662 3/20/2006 3/20/2007 MED EXP (Any one person) 5 5,000 PERSONAL BAOV INJURY S 1,000,000 GENERAL AGGREGATE 5 2,000,000 GENLAGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG S 2,000,000 X POLICY JECT LOC AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT ANV AUTO (Ea accitleni) S ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) S HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accitleni) S PROPERTY DAMAGE (Per accitlenQ S GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANV AUTO !~i f n>,y'/ ,,. ,o e ~ ~.. OTHER THAN EA ACC s AUTO ONLY: qGG 5 EXCESS/UMBRELLA LIABILITY ~ EACH OCCURRENCE s OCCUR ~ CLAIMS MADE ----- ----"- - -"---- -- ~ "'- AGGREGATE 5 .. ~.._~.. U __-- S h ....>t. I - ~ ,it .R DEDUCTIBLE S RETENTION $ S $ WORKERS COMPENSATION AND Y IM T O OER EMPLOYERS' LIABILITY T R L I S ANV PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACGIDENT 5 OFFICER/MEMBER EXCLUDED? If yes tlescribe untler 53WECPT7777 3/20/2006 3/20/2007 E.L. DISEASE-EA EMPLOYEE 5 , SPECIAL PROVISIONS below E.L. DISFJ~SE-POLICY LIMIT s A OTHER professional Liab 870611848 3/20/2006 3/20/2007 Limit 1,000,000 Deductible 10, 000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BV ENDORSEMENT/SPECIAL PROVISIONS The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteara and representatitives are named as additional inauredswith regard to the liability and defense of suits from the operations and uses perfromed by for on behalf of the named insured. City o£ Santa Ana Laura Sneedy 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE E%PIRATON DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANV KIND UPON THE AUTHORIZED REPRESENTATIVE U 6 G f Cerry Jarcik/DD ~~9_~•"_-`°.-- 25 (2001/08) VMP Mortgage Solutions, Inc. (800)32]-0545 TIl1N MAR INS025 (oma).oB AMS Paga 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDATORY ENDORSEMENT -OTHER INSURANCE PROVISION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Attached to and forming a part of Endorsement Effective Standard Time Endorsement Number Poll Number mm dd 12:01 A.M. 190BW06662 OB 07 O6 (The above information is required only when this endorseme issued subsequent t~~o,,,,~~pr//erparation of the pclicy.j utFionied Representative Date SCHEDULE Name of Person or Organization: CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 Name of Contract or Aroject: JAIL MANAGEMENT SYSTEM Except as otherwise provided herein,. it is agreed that such insurance as is afforded by this policy for the benefit of the person or organization shown in the Schedule, shall be primary insurance. Any other insurance purchased by the Person or Organization named, for the protection of itself against claim, loss, or liability, shall be excess and non-contributory but only: a. as respects ahy claim, loss or liability arising out of "your work" for that Person or Organization, and b. only if such claim, loss or liability is determined to be due solely to your negligence. tf other insurance, available to the Person or Organization named other than that purchased by it for its own protection, a. is primary insurance, then this insurance is excess over any of the other insurance and the provisions of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, b. Excess Insurance, apply. b. permits contribution by equal shares, then we will share with all that other insurance by the method described in SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, c. Method of Sharing. In no event shall this insurance be primary to any other insurance that names as an additional insured any person or organization named in the Schedule. This insurance shall be either excess to, or contribute on the same level as, any such other insurance as is provided above. It is a co on of is end~~~~{{{ssssement tha a person or organization Hamad in the schedule shall also have been previou I r O his policy as an additional insured. All of th r I i policy that apply to LIABILITY COVERAGES also apply to this endorsement. v BG-G-243 0999 \./"~'~ ~- ~ ~. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS (TENDER OF ANY LOSS TO OTHER AVAILABLE INSURANCE, AND EXCLUSION OF EMPLOYEE INJURY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Attached to and forming a part of Policy Endorsement Effective Standard Time Endorsement Number Number mm dd 12:01 A.M. 1908W06662 06 07 06 (The above irrformatlon is required only when this endorseme Issued subsequent to preparation of the policy.) # utho~zed Representative SCHEDULE Name of Person or Organization: CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 This endorsement is provided in consideration of an additional premium. Premium: $250 Exposure: Only the person or organization named Classification Code: 49950 Who Is An Insured (Section II} is amended to include as an insured the person or organization shown in the SCWEDULE, but only with respect to liability arising out of your ongoing operations performed for that insured, including acts or omissions of the Additional Insured in connection with the general supervision of such operations. Except as provided above, this insurance does not apply to any "bodily injury,' "property damage° or "personal and advertising injury" arising out of or resulting from the neglect or negligence of the Additional Insured described in this endorsement. The company will have no duty to defend any "suit" which alleges neglect or negligence of the Additicnal Insured. If other valid and collectible insurance is available to the person or organization shown in the SCHEDULE for a loss we cover under Coverage A or B of the Coverage Form to which this endorsement attaches, then the person or organization shown must also tender any loss to each such other insurance. Should such other insure ply, ffBen thi~7nsurance i xcess over any of r~u U ~~~ .,_. BG-G-370 0503 This insurance does not apply to any "bodily injury/' to: a. An "employee" of any insured, or a person hired to do work for or on behalf of any insured or a tenant of any insured, that arises out of and in the course of: . (1)Employment by any insured; or {2) Performing duties related to the conduct of any insured's business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above. This exclusion applies: a. Whether an insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the injury. These provisions and exclusions apply in addition to those contained in the Coverage Form. All of the provisions and exclusions of the policy That apply to LIABILITY COVERAGES also apply to this endorsement. Page 1 of 1 EXHIBIT A STATEMENT OF WORK Exhibit A: Statement of Work TABLE OF CONTENTS Task 1 : Project Initiation .................................................................................................................. ...............5 Task 1-A: Finalize Hardware Requirements and Conduct Site Survey/Preparation ..................... ...............7 Task 1-B: Develop Project Schedule ................................................................................................... ...............7 Task 1-C: Conduct JCMS Preconfiguration ........................................................................................ ...............8 Task 1-D: Requirements Validation process for JCMS, Mobile Booking, and Interfaces ............. ...............9 Task 2 : JCMS Base Software Installation ....................................................................................... ............. 10 Task 3 : JCMS Configuration ............................................................................................................. ............. 11 Task 4 : ]CMS Subsystem Interfaces ............................................................................................... ............. l l Task 5 : Deliver JCMS Documentation ........................................................................................... .............13 Task 6 : JCMS Subsystem Integration Testing ............................................................................... ............. 13 Task 7 : JCMS Technical/User Training and Documentation ........................................................ ............. 14 Task 8 : JCMS Functional Testing .................................................................................................... ............. 16 Task 9 : JCMS Production Cutover ................................................................................................... ............. 16 Task 10 : ]CMS Subsystem Reliability Testing .................................................................................. ............. 17 Task 11 : JCMS Refresher Training .................................................................................................... ............. 19 Task 12 : Total System Integration Validation ................................................................................. .............20 Exhibit A: Statement of Work EXHIBIT A STATEMENT OF WORK General Information: The following Statement of Work (SOW) defines the principal activities and responsibilities of all parties for the implementation of a Jail Management System (JCMS) provided by Abbey Group Consultants (herein after referred to as "Abbey Group') to support Santa Ana Police Department jail management operations. Abbey Group will supply the following components: • Jail Corrections Management System (JCMS) • Administrative Control • Inmate Booking • Standard Booking • Book and Release • Re-Book • Charging/ Warrants/ Holds • Inmate Release • Medical Questionnaire and Screening • Medical EMR and Sick Call • ePrescriptions and Drug Administration Management • Inmate Classifications and Screening • Multi-Agency Accounting and Billing • Inmate Work Release Tracking • InmateWeek-enderTracking • Transportation Scheduling • Inmate Visitor Tracking and Scheduling • Inmate Property Maintenance • Inmate Canteen/ Commissary Orders • Inmate Fund Accounting • Inmate Housing, Assignment, and Movement • Individual moves and Group moves • Inmate Head Count • Trustee Assignments • Incident Reporting • Disciplinary Management • Inmate Keep Away • Inmate Visitation Tracking • Disposition Tracking • Reporting • Automated, Ad Hoc, and on-demand • AGC Web Browser Access for Outside Agencies • Site License for Photo Imaging Application for Capture/ Retrieval • Photo Imaging • Mugshot and Lineup • Property • Incidents • Kiosks • Lobby-Based Inmate Information And Inmate Fund Deposits (Cash & Credit/ Debit Cards) Software versions will be defined as the most current version at time of installation. Exhibit A: Statement of Work And the following interfaces (as defined in Attachment A3): • JCMS -Police RMS • JCMS - CLETS/Orange County/NCIC/NLETS (bi-directional) • JCMS -Mobile Software [(Mobile client), (bi-directional)] • JCMS - Identix • JCMS -Inmate Telephone System (Unless otherwise indicated from the context in which it is used, the word "system" shall be used herein to refer to the compilation of the foregoing subsystems, interfaces and ancillary systems). No deviation of this SOW will be allowed without written consent from the Santa Ana Project Manager. Nevertheless, Santa Ana recognizes that projects of this magnitude will likely encounter various unforeseeable events that may cause tasks to overlap or change, and such change will be permissible with the approval of Santa Ana Project Manager. This SOW is contingent upon both Abbey Group and Santa Ana fulfilling their respective responsibilities as defined in the Agreement and within this document. Attachments The following attachments are included with this SOW: Attachment A-1 Attachment A-2 Attachment A-3 Attachment A-4 Attachment A-5 Attachment A-6 JCMS Acceptance Test Plan Project Change Order Interface Control Document Hardware Configuration & Site Survey JCMS and Mobile Booking Training Plan Definitions of Terms within the SOW Exhibit A: Statement of Work General Project Management Responsibilities Project management occurs throughout the project and is involved in every task. The overall project management activities are listed here for reference. Abbev Group Responsibilities: a. Maintain project communications with Santa Ana's Project Manager. b. Manage the efforts of the Abbey Group staff and coordinate Abbey Group activities with the Santa Ana Project Manager. c. Conduct on site status meetings with Santa Ana's Project Manager on a monthly basis, or when reasonably required at the discretion of Santa Ana to discuss project status. d. Provide timely responses, within ten (10) business days, to issues raised by Santa Ana's Project Manager. e. Prepare and submit, no later than the fifth business day of each month, a status report that includes: the accomplishments of the previous month, activities planned for the current month and an update to the project schedule in Microsoft Project 1998 (or later) format. f. Prepare and submit project Change Proposals to Santa Ana's Project Manager as necessary. g. Prepare and submit Task Completion Letter(s) to Santa Ana's Project Manager as necessary. Santa Ana Responsibilities: a. Maintain project communications with the Abbey Group Project Manager. b. Manage the efforts of Santa Ana staff and coordinate Santa Ana activities with the Abbey Group Project Manager. c. The Project Manager must ensure that their personnel have ample time, resources, and expertise to carry out their respective tasks and responsibilities. d. The Project Manager or his designee will participate in the status meeting with the Abbey Group Project Manager on a monthly basis or as may otherwise be reasonably required to discuss project status. e. Provide timely responses, within ten (10) business days, to issues raised by the Abbey Group Project Manager. f. Liaison with all Santa Ana-provided third-party vendors and associated systems. g. Ensure acceptable Change Orders are approved by authorized signature(s). h. Ensure acceptable Task Completion Letter(s) are approved by the Project Manager or his designee. i. Ensure timely payment of invoices. j. Ensure Abbey Group access to server and network equipment and work areas on a 24x7 basis, with pre-authorization for off-hours. k. Provide workspace for Abbey Group personnel as reasonably requested. Exhibit A: Statement of Work SOW Format: Each task includes the following: Title, Objective, Task Description, Responsibilities and Completion Criteria. The tasks are depicted on the project schedule. All parties recognize that the SOW is not formatted chronologically with contractual obligations defaulting to Project Schedule unless otherwise noted. Task 1: Project Initiation Objective: Establish project schedules and procedures. Task Description: The project will be initiated with a Project Initiation including all key Santa Ana and Abbey Group project participants. The objectives of this first multi-day task are: • To introduce all project participants • Review roles of key participants • Establish a clear chain of communication and authority • Establish a project action item log process • Review overall project scope and objectives • Review resource and scheduling requirements for the Requirements Validation meetings • Review and collect API data as required. • Finalize Hardware Requirements and conduct site survey/preparation (Task 1-A) • Develop project schedule (Task 1-B) • Conduct JCMS pre-configuration work (Task 1-C) • Review Requirements Validation process (Task 1-D) Responsibilities: Abbey Group shall: a. Designate a Project Manager who will direct Abbey Group's efforts and serve as the primary point of contact for Santa Ana. The responsibilities of the Abbey Group Project Manager include: • Maintain project communications with Santa Ana's Project Manager. • Manage the efforts of Abbey Group staff and coordinate Abbey Group activities with Santa Ana's project team members. • Measure, evaluate and report the progress against the Project Schedule, to be developed and maintained in Microsoft Project 1998 or higher. • Resolve deviations from the Project Schedule. • Monitor the project to ensure that support resources are available as scheduled and as identified in the Agreement. • Coordinate and oversee the installation of all licensed Abbey Group application software. • Review and administer change control procedures through Santa Ana's Project Manager, whereby Santa Ana's requested change and associated payment schedule is described in a Standard Change and Approval Letter commonly referenced as a "Project Change Order", issued by the Abbey Group Project Manager. • Conduct on-site status meetings with Santa Ana's Project Manager on a monthly basis, or as Exhibit A: Statement of Work may otherwise be reasonably required to discuss project status. Abbey Group must make themselves available for monthly on-site meetings, recognizing that Santa Ana may waive their right to hold an on-site meeting if conditions warrant. • Provide timely responses to issues related to project progress raised by Santa Ana's Project Manager. • Prepare and submit, no later than the fifth business day of each month, a status report that identifies the activities of the previous month, as well as activities planned for the current month, including an updated Project Schedule. Establish a schedule, location and agenda to meet with Santa Ana personnel for the requirements validation meetings related to software configuration. c. Deliver one (1) complete set of Functional System Description manuals for all applications to Santa Ana. Work with Santa Ana personnel in designing and approving of the format of an action item log to be used in conjunction with the Project Schedule. The purpose of the log is to identify outstanding issues, provide continual status updates on specific tasks and to identify responsibilities of the parties. Santa Ana shall: Designate a Project Manager whose responsibilities include: • Maintain project communications with Abbey Group's Project Manager. • Identify the efforts required of Santa Ana staff to meet Santa Ana's task requirements and milestones in the Statement of Work and Project Schedule. • Assist Abbey Group in developing a detailed Project Schedule defining the detailed tasks and a schedule of Abbey Group and Santa Ana responsibilities. • Review the Project Schedule with Abbey Group's Project Manager. • Monitor the project to insure that support resources are available as scheduled. • Attend status meetings with Abbey Group's Project Manager. • Provide timely responses to issues related to project progress raised in writing by Abbey Group's Project Manager. • Liaison and coordinate with other Santa Ana agencies, other governmental agencies and Santa Ana's vendors, contractors and common carriers. • Review and administer change control procedures, hardware and software certification, and all related project tasks required to maintain the implementation schedule. • Ensure that all documents are approved or rejected by Santa Ana within ten (10) business days of submission, unless explicitly addressed in the Contract or Statement of Work. • Approve and release payments in a timely manner. b. Ensure that all appropriate Santa Ana personnel attend and actively participate in the Project Initiation Session. c. Ensure acceptable Standard Change Order and Approval Letter(s) are approved by authorized signature(s). Work with Abbey Group personnel in designing and approving of the format of an action item log to be used in conjunction with the Project Schedule. The purpose of the log is to identify outstanding issues, provide continual status updates on specific tasks and to identify responsibilities of the parties. Exhibit A: Statement of Work Completion Criteria: This task is considered complete when the Project Initiation Session has been held with Abbey Group representatives in attendance, an action item log has been developed by both Abbey Group and Santa Ana, and a schedule has been prepared and all subtasks have been completed in their entirety. Task 1-A: Finalize Hardware Requirements and Conduct Site Survey/Preparation Objective: Validate and finalize Santa Ana's hardware and third-party software requirements. Task Description: Abbey Group will reevaluate the proposed hardware configuration for accuracy and completeness. This validation step will also include verification of hardware, operating system software, and third-party software warranty periods and future maintenance costs (if any). Responsibilities: Abbey Group shall: a. Verify with Santa Ana personnel, Abbey Group recommended computer processor(s), operating system software, third-party software, all associated workstations, printers, communications and related components. b. Assign a hardware technician to review all hardware, operating system software and third-party products. c. Prepare a final hardware and operating system software deliverables list, thus amending Project Deliverables as appropriate. d. Pre-plan installation activities with Santa Ana and any subcontractors. Santa Ana shall: a. Provide, upon request, information on existing hardware and operating system software components and terminal networks, as well as projected utilization statistics and other information as is reasonably required to validate final hardware requirements. b. Review the final hardware and operating system software configuration with the Abbey Group project team. c. Review Abbey Group's recommendations regarding any existing communications networks and workstations and make any and all necessary modifications identified by Abbey Group to ensure compatibility with the equipment and system to be installed. Completion Criteria: This task is considered complete when: The final hardware and operating system software configuration is complete and warranty periods for all equipment, operating system software and third-party software are determined and documented. Task 1-B: Develop Project Schedule Objective: Establish the Project Schedule Exhibit A: Statement of Work Task Description: The objective of this task is to finalize the Project Schedule (to be developed and maintained in MS Project 1998 or higher) based upon the requirements identified and the associated project objectives, plans, schedules, approvals, priorities and inter-dependencies among tasks. The resulting document defines the specific project tasks to be completed, documents the final implementation schedule for each subsystem, and identifies the hardware and software warranty periods which comprise the overall system to be implemented. Abbey Group shall: Review with Santa Ana personnel the identified implementation tasks, priorities, inter- dependencies and other requirements needed to establish the final Project Schedule. Prepare the final Project Schedule document and deliver it to Santa Ana. c. Review the Project Schedule with Santa Ana personnel and make changes and/or corrections that are mutually agreed upon. Santa Ana shall: Analyze with Abbey Group project personnel the identified requirements and make such implementation decisions as are reasonably required to finalize the Project Schedule. Review the final Project Schedule and identify in writing any specific deficiencies found within twenty (20) business days. Completion Criteria: This task is considered complete upon the resolution of deficiencies found during the twenty-day Project Schedule review, and upon mutual agreement of the finalized project schedule. Task 1-C: Conduct ]CMS Preconfguration Objective: Review Abbey Group JCMS application with jail and technical personnel to identify baseline functionality and any site-specific configuration that is required. Task Description: Abbey Group shall provide on-site interviews with City personnel to identify the base Abbey Group JCMS software functionality. Additionally, Abbey Group will show City personnel the City-configurable changes to the JCMS application and will identify what changes they will be making as part of the implementation. Abbey Group will also discuss any future JCMS application software features that were proposed in the Abbey Group RFP response, but are not yet in productive use, providing the City with assurances that such features will be provided in the next release of the application. Abbey Group shall: a. Review with Santa Ana personnel the specific Abbey Group JCMS application functionality. b. Identify, in writing on the action item log, site-specific alterations that will be made as part of the standard installation process (i.e., changing headers and footers to read "City of Santa Ana Police Department", etc.). c. Provide an on-site working demonstration of the product for review (not merely written material). d. Review with City personnel outstanding configuration requirements and provide written assurance that such changes will be included in the next Abbey Group JCMS version release. Exhibit A: Statement of Work Santa Ana shall: Assign jail personnel to attend the pre-configuration review. Identify requirements for future implementation, based on Abbey Group's RFP responses. Completion Criteria: This task is considered complete when Abbey Group has identified all configurable options for the JCMS application, has documented the site-specific changes to be included in the base implementation and has identified those modifications that will be provided as part of the next Abbey Group JCMS release. Task 1-D: Requirements Validation process for ]CMS, Mobile Booking, and Interfaces Objective: Review and subsequently document system tailoring and configuration requirements for the following: JCMS, Mobile Booking and any interfaces provided under this agreement. Task Description: Abbey Group will begin preparation of the system specification and intertace control documentation for all supplied software and interfaces. Review meetings will be held for each application subsystem to be installed in order to validate all requirements for tailoring, configuration and the implementation of external interfaces as identified in the above referenced proposal and the interface control document. Using Abbey Group's Functional System Description documents and the intertace control document (ICD), Abbey Group will work with the appropriate Santa Ana staff to validate and document all tailoring and configuration requirements for each subsystem and for each interface to be installed. This information will be summarized in a Change List document to be mutually agreed upon by Abbey Group and Santa Ana. Santa Ana considers standard system tailoring to include the renaming of agency-specific data elements and the reformatting of existing data-entry screens, as well as defining site-specific parameters. Responsibilities: Abbey Group shall: a. Review, with Santa Ana personnel, Abbey Group's Functional System Description documents and validate those items to be tailored and configured. b. Conduct detailed system demonstrations where necessary to aid in the requirements validation process. c. Review the JCMS Functional System Description documents with the appropriate Santa Ana personnel and document any changes and/or corrections that are mutually agreed upon in a Change List. d. Analyze, with Santa Ana personnel, the interface control document included as an exhibit to the contract. e. Submit the Change List to Santa Ana within thirty (30) business days of completion of the Requirements Validation Session for each subsystem. f. Address any deficiencies identified by Santa Ana in the Change List within ten (10) business days. Exceptions to this term can be negotiated between the respective Project Managers at their discretion. Exhibit A: Statement of Work Santa Ana shall: a. Provide, upon request, currently existing information, data, records, and documents and make such design decisions as are reasonably required to document changes necessary for the Abbey Group applications. b. Provide detailed specifications and definitions for all interfaces to non-Abbey Group systems. c. Ensure that appropriate Santa Ana personnel are present and actively participating in scheduled Requirements Validation meetings. d. Review the Functional System Descriptions and Change List documents submitted by Abbey Group and identify in writing any specific deficiencies found within twenty (20) business days. e. Address any issues regarding Change List deficiencies raised by Abbey Group within ten (10) business days. Exceptions to this term can be negotiated between the respective Project Managers at their discretion. Completion Criteria: This task is considered complete when: All issues related to tailoring and configuration has been resolved in written agreement between Santa Ana and Abbey Group in a single document. Task 2: ]CMS Base Software Installation Objective: Install and test all third party software, install base JCMS application at SAPD facility. Task Description: During this phase, all applicable baseline JCMS application software, as well as the vendor's operating system software, necessary for this phase of the project to be completed, will be loaded on Santa Ana's server equipment (located at SAPD facilities). Responsibilities: Abbey Group shall: a. Install the application software at SAPD. b. Assist Santa Ana with coordinating the installation of software on any Santa Ana-owned hardware that will be used to load baseline software (i.e., existing servers, laptops, etc.). c. Install the baseline JCMS licensed software within this configuration. d. Test the initial operation of the baseline JCMS subsystem and provide a status report to Santa Ana's project manager upon completion. e. Provide written certification of successful installation. Santa Ana shall: a. Be available to address and answer questions that arise during the installation of the baseline JCMS application software. Completion Criteria: 10 Exhibit A: Statement of Work This task is considered complete when the primary JCMS and third party application software has been installed on the SAPD hardware and has been certified by Abbey Group to be operational. Task 3: JCMS Configuration Objective: Configure JCMS for Santa Ana and provide instruction to Santa Ana on configuration procedures. Task Description: Conduct all JCMS software tailoring that is the responsibility of Abbey Group based upon standard and ordinary site-specific set up processes (i.e., modifying site-specific information such as headers/footers, etc.). Abbey Group will conduct administrative training to facilitate configuration of JCMS. Abbey Group will conduct on-site training for designated Santa Ana personnel so Santa Ana personnel acquire the knowledge necessary to enter all the data in the JCMS database tables to configure the available parameters to meet Santa Ana's operational needs of the JCMS system. Responsibilities: Abbey Group shall: a. Tailor and unit test proposed application software that has been designated for installation and in accordance with the RFP and the Change List. Instruct Santa Ana personnel, including the JCMS system administrator, on completing the entry of data in the JCMS database tables. b. Instruct training participants on the configuration options for system functionality. c. Provide phone support for participants of the class after training has been completed. d. Upon notification by Santa Ana that all configuration has been completed, the assigned Abbey Group engineer shall spot-check select parameters and databases for accuracy and completeness. Santa Ana shall: a. Assign appropriate personnel, to include the JCMS system administrator and other participants of the JCMS Pre-Configuration Workshop, to attend the JCMS Configuration training course. b. Complete the entry of all data in the JCMS database tables prior to the Train the Trainer course. Completion Criteria: This task is considered complete when Abbey Group has provided the described training to Santa Ana personnel. Task 4: ]CMS Subsystem Interfaces Objective: Develop, install and test all JCMS Subsystem Interfaces. Task Description: Once the equipment and software have been installed on Santa Ana's premises, all remaining local and remote interfaces as specified in the list of deliverables in the contract documents will be developed, installed and tested. 11 Exhibit A: Statement of Work Responsibilities: Abbey Group shall: Design, develop, transfer, install, tailor and unit test all software required for the following JCMS subsystem intertaces resulting in their operating in accordance with the Functional System Description, Change List and Intertace Control Documents: • JCMS -Police RMS • JCMS - CLETS/Orange County/NCIC/NLETS (bi-directional) • JCMS -Mobile Software [(Mobile client), (bi-directional)] • JCMS - Identix • JCMS -Inmate Telephone System Identify all required information on record layouts and documents necessary to establish intertaces with all local and remote systems and facilities sixty (60) days prior to installation (failure to identify interface requirements sixty (60) days prior to installation will trigger acontractor-caused delay). Santa Ana has made every effort to include interface specification requirements in the attached interface control document. However, Abbey Group is responsible for identifying and requesting all information necessary to successfully install and test every interface identified within this task and the Interface Control Document sixty (60) days prior to installation. Santa Ana shall: a. Provide requested information on record layouts and documents necessary to establish intertaces with all local and remote systems and facilities at least thirty (30) days prior to scheduled interface work. b. Provide and install all communications lines and equipment not provided by Abbey Group as deliverables according to the contract documents. c. Ensure that necessary certifications, approvals and other related issues will be completed by Santa Ana at least thirty (30) calendar days prior to scheduled interface work. d. Provide all required liaison support with the agencies and vendors required to support the interfaces. e. Ensure that the necessary technical support is made available for installation, testing and demonstration of the interfaces. Completion Criteria: This task is considered complete when each interface is installed and unit tested. The operation or availability of the external system or third-party software is necessary for task completion. 12 Exhibit A: Statement of Work Task 5: Deliver JCMS Documentation Objective: Document and deliver the JCMS Documentation described in Abbey Group's Proposal to Santa Ana, to include training guides, reference guides, configuration guides, system administration manuals and related standard documentation supplemented by documentation that will support the user's utilization of the subsystem. Task Description: Should any site-specific changes be made to the JCMS application following Task 1, Abbey Group will reflect such changes into the baseline functional specification documentation. Abbey Group will also provide documentation on completed JCMS interfaces. Responsibilities: Abbey Group shall: a. Prepare final JCMS specification documents. b. Supplement the intertace control document, as required. c. Provide a draft version of documents, with an opportunity for Santa Ana to identify any errors or omissions. d. Correct documentation within forty five (45) days (if necessary). Santa Ana shall: a. Review the JCMS specification and interface control documents (described above) submitted by Abbey Group and identify in writing any specific errors and/or omissions found within twenty (20) business days of receipt. Completion Criteria: This task is considered complete upon Santa Ana's acceptance of the finalized JCMS specification and intertace control documents, following a review and correction process. Task 6: JCMS Subsystem Integration Testing Objective: Perform integration testing of the JCMS, Mobile Booking and other interfaces. Task Description: Demonstrate all internal and external interfaces to ensure that the combined JCMS subsystem, and Mobile Booking application operate as defined in the JCMS documentation, the original and amended Abbey Group Mobile Booking documentation, Abbey Group's JCMS ATP, Abbey Group's ATP and the interface control document. The Abbey Group and the City will jointly conduct the integration testing. Responsibilities: Abbey Group shall: a. Certify the interfaces as ready for integration testing. 13 Exhibit A: Statement of Work b. Demonstrate all inter-system communications between installed systems and between Abbey Group and non-Abbey Group systems, according to the JCMS Specification documentation, the original and amended Mobile Booking documentation, Abbey Group's JCMS ATP, Abbey Group's ATP and the intertace control document. c. Guide Santa Ana in testing each interface. d. Review and correct any discrepancies that are identified by Santa Ana prior to final system acceptance and payment. e. Provide software or documentation corrections as needed to correct the discrepancies prior to JCMS Final Certification. Santa Ana shall: a. Conduct test procedures and verify all inter-system communications between installed systems and between Abbey Group and non-Abbey Group systems, according to the JCMS Specification documentation, the original and amended Mobile Booking documentation, Abbey Group's JCMS ATP, Abbey Group's ATP and the interface control document. b. Identify in writing each discrepancy between subsystem and ancillary system functionality and the JCMS documentation, the original and amended Mobile Booking documentation, Abbey Group's JCMS ATP, Abbey Group's ATP and the interface control document within ten (10) business days. c. Work with Abbey Group to identify the type of correction needed to ensure that each subsystem and ancillary system conforms to the JCMS documentation, the original and amended Abbey Group Mobile documentation, Abbey Group's JCMS ATP, Abbey Group's ATP and the interface control document. Completion Criteria: This task is considered complete when the following internal and external interfaces and other Abbey Group licensed software has been verifiably operational according to the JCMS documentation, the original and amended Mobile Booking documentation, Abbey Group's JCMS ATP and the intertace control document: • Jail Management System, including Modules articulated in this Exhibit. And the following interfaces: • JCMS -Police RMS • JCMS - CLETS/Orange County/NCIC/NLETS (bi-directional) • JCMS -Mobile Software [(Mobile client), (bi-directional)] • JCMS - Identix • JCMS -Inmate Telephone System Any discrepancies discovered following the completion of this task shall be corrected prior to JCMS Final Certification and subsequent payment. Task 7: JCMS Technical/User Training and Documentation Objective: Conduct JCMS technical and user training. Task Description: A full-scale training program will be developed and scheduled exclusively for Santa Ana and then conducted to thoroughly train Santa Ana training personnel on the use of the JCMS subsystem and Santa 14 Exhibit A: Statement of Work Ana technical personnel on the operation and support of JCMS subsystem per Attachment A-5. The City will receive at least 30 days of training (user and technical combined). One (1) set of user and technical documents will be provided for each installed system. The training will be provided by members of Abbey Group's training personnel (unless some other arrangement is made by mutual agreement of Abbey Group and Santa Ana). Responsibilities: Abbey Group shall: a. Provide JCMS training for Santa Ana Technical and Training staff members for all installed JCMS software, as defined in the attached training plan and on a mutually agreed to schedule. Training will be provided on all standard shifts, not to exceed eight (8) hours per twenty-four (24) hour period. b. Provide one (1) complete set of printed training materials in the form of reproducible black & white masters and machine-readable documents in Microsoft Word 2000 or higher format, based upon Abbey Group's documentation standard at the time of delivery. Documentation may not be password protected. c. Provide one (1) complete set of technical and user manuals for all Abbey Group subsystems installed in the form of reproducible black & white masters and machine-readable documents in pdf., Microsoft Word 2003 or higher format, based upon Abbey Group's documentation standard at the time of delivery. Documentation may not be password protected. d. Allow Santa Ana to videotape any training class for the purpose of presentation to future Santa Ana training classes. e. The number and duration of training classes to be provided are defined in the attached Training Plan. Santa Ana shall: a. Designate and assign personnel to receive training in groups not to exceed the class size listed in the training plan. b. Santa Ana will provide the necessary classrooms, facilities, materials, copies of documentation, networks and lines to data terminals, personal computers and PC operating system software, and related equipment to support training classes. This includes one full-function workstation per student, one full-function workstation for the instructor, an LCD, a projection screen, a whiteboard and connectivity to the server. c. Provide sufficient copies of the documentation supplied by Abbey Group to support all students in the training classes. d. Ensure that appropriate Santa Ana Training personnel and system administrator are available to actively participate in the scheduled training programs. e. Ensure that Santa Ana personnel to receive JCMS training are proficient in the use of Microsoft Windows functionality. f. Provide any desired video taping equipment and services for the purpose of taping training classes for the purpose of future training of Santa Ana staff. g. Assume responsibility for travel and per diem expenses for Santa Ana staff for any off-site training classes selected by Santa Ana. Completion Criteria: This task is considered complete when the scheduled technical and user training on each installed subsystem is completed and associated documentation provided. 15 Exhibit A: Statement of Work Task 8: JCMS Functional Testing Objective: Perform functional tests of JCMS. Task Description: Demonstrate the applicable functions and features of JCMS as defined in the JCMS specification documents. Santa Ana staff will perform functional testing of the JCMS subsystem. Responsibilities: Abbey Group shall: a. Utilize the Abbey Group RFP response and the system acceptance test plan as a guideline for all JCMS functional testing. b. Certify all applicable software and subsystems as ready for functional testing. c. Review any discrepancies in functionality identified by Santa Ana. d. Software or documentation shall be corrected prior to JCMS Final Certification as needed to correct the discrepancies as identified. e. Test the baseline functionality of the JCMS subsystem according to an agreed upon set of testing scenarios. Santa Ana shall: a. Generate production data files needed for functional testing. b. Document each discrepancy between the JCMS subsystem functionality and the RFP response and the system acceptance test plan material. c. Work with Abbey Group to identify the type of correction needed to ensure that the subsystem conforms to the testing criteria. Completion Criteria: This task is considered complete when JCMS has been demonstrated to operate in accordance with the Abbey Group RFP response and the system acceptance test plan criteria. Task 9: ]CMS Production Cutover Objective: Place JCMS into Production Operation. Task Description: Once Functional and Integration testing are complete, Abbey Group will certify the JCMS subsystem as operational and ready for production operation and assist Santa Ana in placing the subsystem into productive use. Santa Ana may elect to shadow operations during this period by using both the existing JCMS product as well as the newly installed Abbey Group JCMS product to foster comfort in system operation. Abbey Group personnel will be on site for pre-live cut and post-live cut support. Abbey Group personnel will fine-tune the JCMS software application for optimal pertormance. After live cut, a 30-day reliability test period will begin. Responsibilities: 16 Exhibit A: Statement of Work Abbey Group shall: a. Assist Santa Ana staff in placing JCMS into a production status. b. Monitor the initial operation of JCMS and answer any operational questions raised by Santa Ana. c. Provide, at a minimum, the services of one (1) technical person and one (1) resource person for a maximum of eight (8) hours per day for three (3) calendar days on-site to monitor the subsystem. The exact hours will be determined by Santa Ana. Abbey Group will remain on site if conditions warrant (i.e., level 1 or 2 system problems). d. Assist the training staff in utilizing the subsystem and the computer operations staff in supporting the subsystem. Santa Ana shall: a. Place the software into production within five (5) calendar days following certification and begin operational use in consultation with Abbey Group and in accordance with the Project Schedule. Completion Criteria: This task is considered complete when JCMS is placed into production operation. Task 10: ]CMS Subsystem Reliability Testing Objective: Verify the level of reliability of JCMS in a production environment Task Description: Verify that the JCMS subsystem demonstrates reliable operation in a production environment prior to the start of the application software warranty period. JCMS will demonstrate critical subsystem availability levels of 99.9% or better for a thirty (30) calendar day Reliability Testing period. At the end of this test period, if subsystem availability has not met or exceeded this required level, the Reliability Testing period will continue until this level of reliability has been demonstrated for at least thirty (30) consecutive calendar days. The JCMS subsystem will be considered "down" if there is a failure of any JCMS redundant or fault- tolerant computer hardware or software module or component that prevents functions to operate at a level that allows operation to continue. Functional problems that do not prevent productive use of the subsystem are not considered downtime. Software problems of this type are documented by Santa Ana on an "action item list" to be fixed during this phase. Downtime will begin at the time that the designated Abbey Group contact person has been notified of the failure. The subsystem shall not be considered down during any manual or automated fail-over process, or if it is operational in a backup mode or via replacement with spares, pending the receipt of replacement components and repair of the failed component. Failures in individual communication lines, terminals, workstations, PCs, non-Abbey Group PC licensed software, modems, data communications or problems that involve non-redundant or fault-tolerant hardware or remote workstation or terminal sites do not constitute downtime. They will be repaired as expediently as possible, and operations will then continue. JCMS Reliability Testing will not be delayed or interrupted if there are failures in systems that are not the 17 Exhibit A: Statement of Work responsibility of Abbey Group (communication lines, external databases, etc.). Also, the reliability test and subsystem certification will not be delayed if any user-provided peripheral components encounter a failure or have not been made available for implementation and testing according to the project schedule. Scheduled subsystem unavailability for purposes of software update, pertormance tuning, file backups and other processes typical in a production environment is not considered as downtime. In the event that the subsystem is considered to be "down" during this test period, one of the following will occur: • Subsystem operation will be suspended, the problem is considered "major," and immediately diagnosed and corrected. After installation of the appropriate corrections, the test period will resume, logging the time since Abbey Group was notified of the failure as downtime, or • Subsystem operation will continue, the problem will be logged and then corrected, tested and demonstrated during the reliability test period. In this case, the problem is documented as a "minor" system problem, the subsystem not removed from on-line operation, and the subsystem is not considered down. No software, related subsystem changes or enhancements shall be made to any subsystem undergoing subsystem certification unless they are directly related to addressing a "major" failure. The Reliability Testing process can be temporarily suspended upon agreement between Santa Ana and Abbey Group for scheduled changes, software corrections or upgrades. In this event, the test period will resume when the subsystem is again operational, without logging downtime. During the test period, Abbey Group will develop a list of "minor" subsystem problems as described above This list will be completed and delivered to Santa Ana within five (5) business days following the completion of the subsystem certification phase. These items, plus any others that are found as the subsystem moves into full production operation, will be addressed and corrected in a timely manner (according to an agreed-to schedule) during this period of operation or as part of the warranty period. The resolution of "minor" subsystem problems will not delay the completion of this task. Any further subsystem problem or inconsistency with the functional requirements will be addressed under the provisions of the warranty. When Abbey Group has corrected and demonstrated all significant functional and operational errors and areas of non-compliance that have been identified on the action item list during the test period, the individual subsystems will be accepted and made available for continuing productive use. Any additional problems or areas of non-compliance identified following this reliability testing period, including those related to any subsystems or ancillary systems that have not yet been placed in productive operation, will not prevent subsystem certification and will be addressed as part of the standard software warranty. Responsibilities Abbey Group shall: Identify a point of contact for logging system interruptions that is available 24/7 during the reliability testing period. Develop and complete a list of "minor" subsystem problems for delivery to Santa Ana within five (5) business days following the completion of Reliability Testing. Address and/or correct the "minor' subsystem problems either during this period or as a part of the warranty period. Santa Ana shall: a. Utilize and monitor the JCMS subsystem in a production environment. b. Prepare the site as necessary (i.e., ensure communication lines are installed and available, any Santa Ana-provided equipment and external systems are operational, etc.). 18 Exhibit A: Statement of Work c. Log all functional problems on an "action item list." d. Contact Abbey Group personnel in a timely manner in the event of subsystem problems or failures. e. Begin subsystem monitoring in support of the warranty period. Completion Criteria: This task is considered complete after JCMS has demonstrated critical system availability levels during the test period of 99.9% or better for a thirty (30) day Subsystem Reliability Test period, commencing at the completion of JCMS Production Cutover. Task li: ]CMS Refresher Training Objective: Provide JCMS Refresher Training. Task Description: Abbey Group will provide five (5) consecutive days of on-site Refresher Training post Final Certification according to mutually agreed-to content and schedule. At Santa Ana's option, "training" may be in the form of on-site Abbey Group personnel working one-on-one or with a group of Santa Ana personnel at their workstations. Schedule of hours will be varied so as to afford both day-watch and night-watch Santa Ana personnel access to on-site Abbey Group personnel. Responsibilities: Abbey Group shall: a. Provide JCMS Refresher Training for Santa Ana Technical and/or Training staff members. Training will be provided on-site for a consecutive five (5) day period (not to exceed eight (8) hours per twenty-four (24) hour period). b. Allow Santa Ana to videotape Refresher Training classes for the purpose of presentation to future Santa Ana training classes. Santa Ana shall: a. Designate and assign personnel to receive training in groups not to exceed the class sizes listed in the attached Training Plan. b. Provide suitable classroom facilities with computer workstation equipment for each staff member participating in the training session. c. Provide sufficient copies of the documentation supplied by Abbey Group to support all students in the training classes. d. Ensure that appropriate Santa Ana Training personnel are available to actively participate in the scheduled training programs. e. Ensure that Santa Ana personnel to receive JCMS training are proficient in the use of Microsoft Windows functionality. f. Provide any desired video taping equipment and services for the purpose of taping training classes for the purpose of future training of Santa Ana staff. Completion Criteria: This task is considered complete upon completion of five (5) consecutive days of Abbey Group-provided 19 Exhibit A: Statement of Work on-site Refresher Training. Task 12: Total System Integration Validation Objective: Provide System-Wide validation of performance as identified in the Abbey Group RFP response, the as-built documentation, the interface control document, and the acceptance test plans. Task Description: Upon acceptance of the final subsystem, a final validation test will be conducted to insure that the totality of all systems are operational per the Abbey Group RFP response, the as-built documentation, the intertace control document, and the acceptance test plans. Responsibilities: Abbey Group shall Meet with Santa Ana staff to discuss project completion and review all outstanding action items with Santa Ana project team. Identify target resolution dates for any identified issues requiring correction. c. Review the Abbey Group RFP response, the as-built documentation, the intertace control document, and the acceptance test plans for any non-completed tasks or services and identify resolution dates for any identified issues requiring correction. Santa Ana shall: a. Prepare final action item list, identifying any issues requiring resolution. b. Work with Abbey Group to expediently resolve any outstanding issues. c. Issue final payment (or withhold payment) based upon satisfactory resolution of project issues. Completion Criteria: This task is considered complete upon verification that all system components are operating as described in the Abbey Group RFP response, the as-built documentation, the intertace control document, and the acceptance test plans. Any Abbey Group supplied system, subsystem, ancillary system, intertace or service that is not in concert with total system operation will prevent final payment of any moneys subject to holdback. 20 Exhibit A: Statement of Work Attachment A-1 JCMS Acceptance Test Plan - To be developed by mutual agreement. Attachment A-2 Project Change Order Change Order Attachment A-3 Interface Control Document ICD for JCMS Uisiphor IFABS to JCMS05092006.doc Attachment A-4 Hardware Configuration Standards 8~ Site Survey To be provided in the approved project plan. Attachment A-5 JCMS and Mobile Booking Training Plan Attachment AS.doc 21 ABBEY GROUP Attachment A-2 Project Change Order Following provides sample change order request. CHANGE ORDER REQUEST Customer/Project Name CHANGE ORDER REQUEST NO. ORIGINAL PURCHASE ORDER NUMBER: CURRENT CONTRACT PRICE: REVISED CONTRACT PRICE: DESCRIPTION OF CHANGE: COST DETAILS ARE IDENTIFIED BELOW: Item City PAYMENT TERMS: DATE: xx/xxlxxxx Unit Price Ext. Price APPROVAL: Positron Contracts Manager Customer Name Authorized Signature Date Date 1. RMS to JCMS interface ~~kerM ~~ '~~~ ' ` ' ~~$~ ~ ~ ! NS , f ~ F Intertace The ]CMS and the RMS will exchange master name index (MNI) records. During Summary record creation, users will be able to search RMS MNI for potential matches. The RMS will provide closest matches, and permit the user to auto-populate the JCMS with all relevant information. Abbey Group Program interface changes listed below, install, configure and test the ]CMS and stem Intertace RMS exchan e. External System None Interface Protocols TCP/IP Abbey Group IEEE 802.3 Ethernet LAN Hardware Interface Abbey Group Tasks Santa Ana Tasks Comments Abbey Group and Santa Ana will develop exact field mappings between the Abbey Group RMS Incident Master Record and the JCMS during the Business Practice Review hase of the ro'ect. 2. CLETS/OCMS/NCICTCP/IPinterface ~ ~I~~MPpa ^t*~~R 1~1•~ ~~ ~~ r:{ I~ i l i ~ (i i ~~~~~~~~I~~ { ~ i i ~.....Li9.P .,.e..:. ~fo a, .. ~ ~ N I 2 4r. .d 2 ~....n.:I, r ~o ~r E 19~~..~a (t in .e!{.i F{{.:. t .~.. x.n4~t!~. .~. .Le @..~ r ii ..d,i e.f ..... ....: Interface Provide transaction processing between Abbey Group JCMS users and the Summa s stems connected via CLETS. Abbey Group Install, configure, and test Abbey Group's existing CLETS interface software and System Interface configure the interface to conform to the Santa Ana-CLETS TCP/IP s cifications. External System Support for query and update to CLETS and linked systems. Interface Protocols TCP/IP Abbey Group IEEE 802.3 Ethernet LAN Hardware Interface Abbey Group Install, configure and test interface software and train SAPD staff on how to Tasks make than es. Santa Ana Tasks Provide CLETS system communications and associated equipment. Comments Abbey Group is providing the software and services to define the screen formats and the reformatting of these into the formats required by CLETS. Abbey Group will rovide all ci re wired formatted transactions. 3, Mobi/e Software ~~~ ~ r ~ a C t ~ ~ .. rd iFUtii{ ~ ' ~ ~f i~~~~.. ttk I~i# i :. i v ~ p ~~ ~ t ;~•6~ 4 i~4~. !? .y ~< < ~, , I v , u.. ~ o.a?ii. ~ ~.... +,.i ._. . :. x.. , ir..,5 i a~ ...... .i:i .. >. ...:~.......,.m Interface Summa Abbey Group TCP/IP Bi-directional interface. S stem Intertace Euternal System Ethernet interface to Identix System. Intertace Protocols TCP/IP Abbey Group Ethernet adapter Hardware Interface Abbey Group Design, develop install and test the interface. Tasks Santa Ana Tasks Assist with testing of the interface. Comments 4. Identix ~~~t'f~GB Nl~me , ~ i 3 r ~~~ t :4 .u........~ ....,..i 7 .k: v..,.,. i. Interface Upload of fingerprint data to JCMS. Summa Abbey Group TCP/IP Bi-directional interface. stem Interface External System Ethernet interface to Identix System. Interface Protocols TCP/IP Abbey Group Ethernet adapter Hardware Interface Abbey Group Design, develop install and test the interface. Tasks Santa Ana Tasks Assist with testing of the interface. Comments 5. Inmate Te%phone System {~ 1A~F' 4 ty!~,t~(7~~~T~~~~~~~9?{{{p* kit t t t t ~~{~yjy(yy~L~~~G ~~:y~p ! I Il ~.}RF~A T,~ L i i ! ! fi ~; ~ f.'SR ~~ ~~ t t , t j ~ t F i..~ „m ~.i..ii..N [ `I lute ~ t ~ t (i ~t i Intertace Summa Abbey Group TCP/IP Bi-directional interface. S stem Intertace External System Intertace Protocols TCP/IP Abbey Group Ethernet adapter Hardware Interface Abbey Group Design, develop install and test the interface. Tasks Santa Ana Tasks Assist with testing of the interface. Comments Interface Name _, ~ .; Moliil¢ Sofkwalre . Interface Provide pre-booking data exchange from the Visiphor In-Force Arrest and Summary Booking System (IFAB) to the pre-book module of the Jail Corrections Management System (JCMS). Upon completion of the field booking in IFAB, the completed demographic, charging, and index characters are transmitted by the Visiphor software via XML to the ]CMS. This data is maintained in queue until the arrestee arrives at the Jail and the information populates the JCMS Booking and Charging modules. A completed booking initiates a disposition message to IFAB indicatin a com leted bookin or re~ection. Abbey Group TCP/IP Bi-directional interface. stem Interface External System Ethernet interface to Visiphor In-Force Arrest and Booking System (IFAB). Interface Protocols TCP/IP Abbey Group Ethernet adapter Hardware Interface Abbey Group Design, develop install and test the ]CMS side of the interface. Coordinate with Tasks Visi hor to ensure o rational s stem to s stem interface. Santa Ana Tasks Assist with testing of the interface. Comments • Two way interface • Communication is via web services exposed both by IFAB and JCMS • XML message will be sent from IFAB to JCMS containing data for JCMS to use to create a pre booking record in the booking queue • When the JCMS booking officer marks the booking as complete then JCMS will send the Inmate ID # and Booking # to IFAB using the key they provided • If an administrator in JCMS changes an Inmate's ID # then JCMS will send the Old Inmate # and the New Inmate # to IFAB • The XML schema used will contain fields for both the Old Inmate # and the New Inmate # but the only time there will be a value in the Old # is when the inmate's # is changed • If during the pre book process the individual is rejected for medical reasons then a medical reject # will be assigned to the individual • IFAB will always receive a response back from JCMS with either a status code of "Booked" or "Rejected". If rejected a reason will be supplied in a separate field. Attachment A-5 TRAINING PLAN Abbey Group will provide Administrator, Train-the-Trainer, User training, and Specialty training. Administrator Training Administrator training is designed for the individuals (recommended between 2 and 4) that will maintain the JCMS. The training consists of approximately 40 hours and must be completed prior to Train the Trainer, User, and Specialty Training. We train the JCMS system administrators how to set up all agencies configurable areas of the application. These configurable areas include: • Housing Locations • Property Locations • Edit tables • User Authorizations • Billing Administration • System Settings • Visitation Settings • Workstation Properties • State Statute Table • Microsoft SQL Enterprise Manager j_system table and jc_system table • Pre-booking (Mobile) application configuration The system administrators will receive training on the application functionality of JCMS. By understanding the operational values of JCMS the system administrators will be more able to make decision as to the value of making request for change to the application. They will also receive extensive training on the operation design of JCMS. Abbey Group trainers will work very closely with the JCMS system administrators in developing the business rules for the use of JCMS. These business rules will be incorporated into the training model used to train the agencies trainers, users, and specialty users. Our administrator training is very comprehensive by providing instruction on how the JCMS handles the a housing location for every inmate, intake or holding locations for the maximum number of inmates held during processing in intake, extra housing locations in case of overcrowding, a property location for storage for each inmate housed, every agency that is billed for inmate housing, each workstation may have special usage with special devices such as used for booking; have a fingerprint reader or signature capture pad or both, etc. There a numerous edit tables throughout JCMS. Each must be set up to conform to the agency's standards. Administrator training does not provide training on the use of JCMS to the trainee. If the system administrator has the need for user training they must be scheduled into either one of the train the trainer or user training sessions. Train-the-Trainer Train-the-Trainer is designed for the individuals (recommended between 12 and 15 per session) who will train the agency users on JCMS. The training consists of approximately 40 hours and must be completed prior to User Training. The trained trainers will receive training on the application functionality of JCMS. By understanding the operational values of JCMS the trained trainers will be more able to make decision as to the value of making request for change to the application. They will also receive extensive training on the operation design of JCMS. The trained trainer will receive training on the business rules and JCMS as developed by the system administrators and the AGC trainers. Train-the-trainer training is designed to teach a trainer who is competent in the methods of training the total functionality, operation, and complete use of JCMS. During the training session the trainee will have to conduct classroom training on the application to their fellow trainers. An individual assigned to receive this training should be a certified agency trainer, be computer literate, be willing to learn the entire JCMS program (even if they will not use the entire program) and be willing to teach new employees, retrain or assist current employees, and provide update training to all employees when JCMS is updated. Our team requests that at least one agency trained trainer per session assist them during the user training or that the agency trained trainers conduct the agency training under the supervision of an AGC trainer. AGC trainers will provide the supervision for all user training that is conducted. User Training User training is designed to teach a user who is competent in the use of a computer the total functionality, operation, and complete use of JCMS. User training requires approximately 12 hours of classroom training working with JCMS on an agency workstation attached to the agency's network. User training is designed to teach a user the total functionality, operation, and complete use of JCMS. Each user will be trained in the entire application, including Pre-booking (mobile) application. Each user will receive training in the use of the fingerprint reader, mag card reader, and in the bar code scanner. Training will be conducted by having the trainee enter new inmates capturing all the required data using the agencies business rules and by maintaining the inmate's using the various methods afforded by JCMS. Users will be trained in the proper method of capturing images and single digit biometrics (single fingerprint) of individuals being entered into the JCMS system. Each trainee will receive training in the use of the bar code reader and mag card reader. Specialty Training There are several areas of special training involved with JCMS. The areas include but are not limited to Canteen, Classification, Inmate Trust Fund Accounting, Programs, Work Details, and Reporting. Hours of training vary depending on the special area being trained. Class size varies depending on the specialty area being trained. Exhibit A: Statement of Work Attachment A-6 Definitions AFR Automated Field Reporting ALI Automatic Location Identification-a character-based data packet received from the Eg-1- 1 telephone service provider showing the address, ESZ, and other pertinent information about the caller's location. The ANI/ALI controller sending the 9-1-1 caller's telephone number to the 9-1-1 telephone provider's database derives ALI. ANI Automatic Number Identification-a character-based data packet giving the telephone number of who called 9-1-1. The packet is received as part of the E9-1-1 protocol and is decoded by an ANI/ALI controller at the Public Safety Answering Point (PSAP). JCMS Abbey Group Consultants Jail Corrections Management System software. Calltaker Designated person for receipt of incoming public safety telephone calls-for-service in the Communications Center and public access window area. This person has no unit command and control capability. COTS Commercial, Off-the-Shelf E9-1-1 Enhanced 9-1-1 telephone service providing ANI/ALI to the PSAP. Interface Hardware and/or software needed to transfer data between JCMS or RMS and other external systems or equipment. LAN Local Area Network (LAN). Microcomputers joined by a standardized network protocol into a well-defined group. MDS Mobile Data System. OCMS Orange County Message Switch Abbey Group Abbey Group Consultants RMS Records Management System-separate software application to collect and collate data from the JCMS system and collect additional data entered by users to create a permanent records of events. The RMS is used to generate reports to meet Local, State, and Federal requirements. Santa Ana End user of systems to be installed. SOW The Statement of Work (SOW) defining the tasks and software to be delivered (this document). 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U H Santa Ana Police Department JCMS Deliverable and Payment Schedule Task Number Deliverable New Amount 1 Proectlnitiation 15.0% $ 53,141.25 3 Com letion of JCMS Confi uration 7.5% $ 26,570.63 4 JCMS Subs stem Intertaces 7.5% $ 26,570.63 5 Deliver JCMS Documentation 2.5% $ 8,856.88 6 JCMS Subs stem Inte ration Testin 7.5% $ 26,570.63 7 JCMS Trainin Com letion 7.5% $ 26,570.63 8 JCMS Functional Testin 12.5% $ 44,284.38 9 JCMS Production Cutover 10.0% $ 35,427.50 10 JCMS Subs stem Reliabili Testin 10.0% $ 35,427.50 12 Total S stem Inte ration Validation 20.0% 70 855.00 Project Total 100.0% $ 354 275.00 Site License In consideration of the payment of license fees, Abbey Group Consultants grants to the City, and the City hereby accepts, subject to the terms and conditions of this Agreement, anon-exclusive, non-transferable, perpetual Site License to use the Abbey Group Consultants' Jail • Corrections Management System and included interfaces (herein referred to as "Licensed Software and Interfaces") subject to the following terms and conditions. This license is valid on any existing or replacement equipment owned, operated or leased by the City. 2. This License-to-use shall also apply to all future error fixes, updates, new releases, and any other code or derivative works thereof that are prepared by the Abbey Group Consultants and released to the City under the terms of the Computer Software Support Agreement 3. Scope of Rights. The City may: 1. Install the Licensed Software and Interfaces in the City's facility. 2. Use the Licensed Software and Interfaces for purposes of serving the internal needs of the City's business. 3. Make copies of the program(s) in machine-readable form, for nonproductive backup purposes only, provided that the Abbey Group Consultants' proprietary legend is included. The City may not use, copy or modify the Licensed Software and Interfaces, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Abbey Group Consultants. The City's rights may not be transferred. 4. Proprietary Protection of Licensed Software and Interfaces. Abbey Group Consultants shall have sole and exclusive ownership of all rights, title, and interest in and to the Licensed Software and Interfaces, Design Specifications, Custom Modules, Programming and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted by Abbey Group Consultants. This Agreement does not provide the City with title or ownership of the Licensed Software and Interfaces but only a right of limited use. The City must keep the Licensed Software and Interfaces free and clear of all claims, liens, and encumbrances. The Licensed Software and Interfaces is a commercially valuable, proprietary product of the Abbey Group Consultants, the design and development of which reflect the effort of skilled development experts and the investment of considerable time and money. The Licensed Software and Interfaces is treated by Abbey Group Consultants as confidential and contains substantial trade secrets of Abbey Group Consultants, which Abbey Group Consultants has entrusted to the City in confidence to use only as expressly authorized. Abbey Group Consultants claims and reserves all rights and benefits afforded under federal copyright law in all software programs and user materials that constitute the Licensed Software and Interfaces, and in all system documentation related thereto, as unpublished works. The County may not, at any time, disclose or disseminate the Licensed Software and Interfaces to any person who does not need to obtain access thereto consistent with Abbey Group Consultants' rights under this Agreement. Under no circumstances may the City "unlock" the code of the Licensed Software and Interfaces, as the term is generally used in the trade. Under no circumstances may the City disclose or disseminate the Licensed Software and Interfaces to any competitor of Abbey Group Consultants. The City will devote their best efforts to ensure that all City personnel and all other persons afforded access to the Licensed Software and Interfaces shall protect it against improper use, dissemination, or disclosure. MASTER SUPPORT AGREEMENT This Master Support Agreement (this "Agreement") is entered into this day of , 2006 (the "Effective Date"), by and between the City of Santa Ana (the "Client") and Abbey Group Consultants, Inc. ("Abbey Group'). WHEREAS, the Client has determined that it desires to obtain from Abbey Group certain support services relating to a computer automated system previously developed and implemented by Abbey Group for the Client; and WHEREAS, Abbey Group is qualified to provide the support services specified in this Agreement and, subject to the terms and conditions set forth in this Agreement, Abbey Group desires to provide such support services; NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and Abbey Group hereby agree as follows: Definitions Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached hereto and incorporated herein by this reference, unless otherwise defined herein. 2. Scope of Work 2.1. Basic Support. Subject to the terms and conditions set forth in this Agreement, Abbey Group shall provide the following support for the Covered Applications ("Basic Support"). (a) Application Errors. Abbey Group will correct any Error in any of the Covered Applications discovered by the Client during the term of this Agreement, provided (a) the Client provides all information regarding such Error that may be requested by Abbey Group in accordance with Section 5.1 hereof (technical Service Requests], (b) such Error is reproduced by the Client in accordance with Section 5.4 hereof [Error Reproduction], and (c) the Client has provided Abbey Group with remote access to the System as required under Section 5.2 hereof [Remote Access]. (b) Customer Support. Abbey Group will provide toll-free telephone support for routine operational and technical assistance. Support for Priority One Calls relating to Abbey Group's Jail Management Systems (JCMS) software application shall be available twenty four hours a day, seven days a week. Support for all other calls will be available during Abbey Group's normal support hours of 8:00 a.m. to 5:30 p.m. local time (not including weekends and Abbey Group holidays). (c) Account Manager. Abbey Group will designate, in a written notice delivered in accordance with Section 24 hereof [Notices], a single individual to act as the account manager for purposes of coordinating technical support as set forth herein (the "Account Manager'). The Account Manager shall ensure Abbey Group's compliance with, and shall coordinate appropriate schedules in connection with, its obligations set forth herein. Abbey Group may change the individual designated hereunder by providing the Client with advance written notice delivered in accordance with Section 24 hereof [Notices] designating the new individual authorized to act as the Account Manager. Exhibit F March 9, 2006 Page 1 Master Support Agreement (d) Interface Updates. Abbey Group will provide updates to interfaces provided under the Master Contract when such requirements or modifications require a modification to the Source Code relating to any Covered Application and are necessary for the proper performance of the Covered Applications. Interface updates required by changes in third-party contractors or changes in software provided by others are subject to additional charges. (e) Operations Review. Abbey Group will visit the Client's facilities at least annually to meet with management, operations and other Client personnel to conduct an operations review of the Covered Applications and the System and an analysis of the Client's automation requirements. A report will be produced to include observations and recommendations regarding the Client's use of the Covered Applications and the System. Abbey Group will work with the Client to document this review in the form of a multi-year automation plan. (~ Updated Forms, Reports and Data Fields. Abbey Group will provide SAPD application and intertace updates to any State or Federal forms that impact the operation of any Abbey Group application, either directly or via intertace, including State or Federal Department of Justice or Department of Corrections forms. This requirement is limited to the interfaces and form provided under the Master Agreement. 2.2. Additional Support Options. The Client may request information regarding the Additional Support Options currently available from the Abbey Group Account Manager. The terms and conditions for each Additional Support Option shall be set forth in a separate exhibit which, upon payment of the required annual fee for such Additional Support Option, shall automatically become part of this Agreement and shall be subject to the terms hereof. 2.3. Enhancements. From time to time, the Client may request Abbey Group to provide under this Agreement services and materials to furnish, install and implement an Enhancement. The installation and implementation of such Enhancement shall be provided, at Abbey Group's option, on a fixed-quote basis with payment milestones or on a time and material basis at Abbey Group's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. No Enhancement shall be provided under this Agreement unless (a) this Agreement is amended as necessary or appropriate to include the Enhancement Terms relating to the Enhancement; (b) the Enhancement Terms are attached to this Agreement as a new exhibit and, except as specifically set forth therein, are subject to the terms hereof; (c) the Enhancement Terms include terms regarding final acceptance of the Enhancement; (d) the Enhancement Terms provide that, upon final acceptance of the Enhancement, Exhibit 2 to this Agreement shall be amended to include the Enhancement as a Covered Application subject to the Client's payment of any necessary additional support fees relating to the Enhancement; and (e) the Enhancement Terms provide that, upon final acceptance of such Enhancement, the Software License Agreement shall be amended as necessary or appropriate to grant to the Client the appropriate rights to use the Enhancement, subject to payment in full of all amounts due under the Enhancement Terms. 2.4. Out of Scope Services. From time to time, the Client may request Abbey Group to provide under this Agreement certain Out of Scope Services. Abbey Group shall be under no firm obligation to perform any Out of Scope Services, but shall undertake to make a good faith effort to perform such services to the extent that it is capable of doing so without substantially interfering with its other obligations under this Agreement or with its obligations to its other customers. Any Out of Scope Services shall be provided, at Abbey Group's option, on a fixed-quote basis with payment milestones. 3. Term The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with its terms. Exhibit F March 9, 2006 Page 2 Master Support Agreement 4. Fees and Payment 4.1. Annual Support Fees (a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the Covered Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto and incorporated herein by this reference and shall be paid upon the expiration of any Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date during the term of this Agreement. (b) General TSR Resolution. If any Priority 1, 2 or 3 TSRs remain in an "open" or "reopen' status (excludes un-reproducible errors and TSRs in "test request" status) at the time the client's annual maintenance fee comes due, the client will not be responsible for the annual maintenance fee until such time that all unresolved error reports are resolved in accordance with the functional specification document, providing that the outstanding TSRs in question were reported to Abbey Group, Inc. 30 days or more prior to the annual maintenance fee coming due. If an error is reported within the 30 day time period prior to the annual maintenance fee coming due, it will be considered to have occurred in the following quarter and subject to the time frame listed in this section. Example: If on January 1~'the client has Priority 1, 2 or 3 TSRs that meet these criteria and these TSRs are not fixed until January 31 sr, the client will only be charged maintenance for February and March during that quarter. (c) Priority 1 Error Correction. Abbey Group's Customer Support Center will commence diagnostic/problem resolution activities immediately upon its receipt of a Priority 1 Error report. Abbey Group will respond with as many qualified and knowledgeable representatives as necessary immediately after notification by the Client to remedy a Priority 1 Error. Abbey Group's representatives will furnish uninterrupted, continuous efforts or a plan acceptable to the Client to remedy the Priority 1 Error on an emergency basis. During this time, Abbey Group's representatives will provide status reports to the Client's Technical Coordinator until the Priority 1 Error is remedied. If the Priority 1 Error is not remedied within twenty-four (24) hours of its initial report, Abbey Group will take all measures necessary to restore the System or the major subsystem to operation, including sending technical support personnel to the Client's installation site(s) immediately, and any other actions necessary to return the System or a major subsystem to service as quickly as is practicable. (d) Additional Support Options. The Client shall pay a fee for any requested Additional Support Options. The amount of such annual fee shall be set forth on the exhibit pertaining to such Additional Support Option and shall be paid on or prior to the commencement of any services relating to such Additional Support Option and, thereafter, on each Payment Date during the term of this Agreement unless such Additional Support Option has been discontinued in accordance with Section 2.2 hereof [Additional Support Options]. 4.2. Annual Adjustments. The fees payable pursuant to Section 4.1 hereof [Annual Support Fees] will be increased on an annual basis by no more than five percent (5°/0). Any such increase shall become effective on the next occurring Payment Date. 4.3. Invoices. Invoices for the annual or annual fees required pursuant to Section 4.1 hereof [Annual Support Fees] shall be payable on or prior to each Payment Date during the term of this Agreement. All other invoices issued hereunder shall be payable within thirty (30) days of receipt unless otherwise specifically provided therein. 4.4. Consequences of Late Payment. Failure to pay any amount owing hereunder when such Exhibit F March 9, 2006 Page 3 Master Support Agreement amount is due, notwithstanding the provisions identified in Section 4.1(b), shall constitute a material default under this Agreement and could result in the termination of this Agreement or all or part of the Basic Support or any Additional Support Option. The Client shall reimburse Abbey Group for all collection fees, including reasonable attorneys' fees and expenses, incurred by Abbey Group in connection with the collection of any amount owing hereunder. 5. Client Responsibilities 5.1. Technical Service Requests. The Client shall provide all information requested by Abbey Group necessary to complete its Technical Service Request Form for each request for technical services, whether under this Agreement or otherwise. 5.2. Remote Access. The Client shall install and monitor during the term of this Agreement adial-up modem and any other networking equipment specified by Abbey Group to provide Abbey Group remote access to the System. Abbey Group shall not be responsible for any costs relating to the installation, maintenance and use of such equipment and all associated telephone use charges. Abbey Group shall use the data connection solely in connection with the provision of its services hereunder. The Client shall run appropriate tests following each remote access as requested by Abbey Group, subject to prior notification of such requirement. 5.3. Physical Access. The Client shall provide Abbey Group with physical access to the System at any time during normal business hours, subject to County authorization. After normal business hours, the Client shall ensure that one of the Technical Support Coordinators designated under Section 5.11 hereof [Technical Support Coordinators] can be reached by phone or pager to (a) provide physical access to the System within two (2) hours of Abbey Group's request for such access, and (b) remain on-site until Abbey Group determines that there is no longer a need for physical access. 5.4. Error Reproduction. Upon detection of any Error in any of the Covered Applications, the Client shall provide Abbey Group a listing of output and any other data, including databases and back-up systems, that Abbey Group may reasonably request in order to reproduce operating conditions similar to those present when the Error occurred. 5.5. Maintenance and Back-Ups. The Client shall ensure that maintenance and back-up activities relating to the Covered Applications and the System, including without limitation backing up databases and journal logs, purging out of date records and running reports and performing diagnostics as requested by Abbey Group, are carried out in accordance with the schedule and methodology specified on Exhibit 6 attached hereto and incorporated herein by this reference. 5.8. Data Input. The Client shall update and maintain the input data as may be required by Abbey Group for satisfactory operation of the Covered Applications, and be responsible for the accuracy of all Client-provided data. 5.7. Third-Party Product Support. The Client shall obtain and maintain in effect during the term of this Agreement the technical support contracts for certain Third-Party Products as specified on Exhibit 4 attached hereto and incorporated herein by this reference, and shall ensure that, in addition to authorizing the Client to request support services thereunder, each such support contract also expressly authorizes Abbey Group to request support services thereunder on the Client's behalf. 5.8. System Security. The Client shall ensure that the security of the System conforms in all respects to the state-mandated law enforcement telecommunications requirements. The Client shall ensure that no workstations have access to the Covered Applications other than those licensed by Abbey Group to access the Covered Applications and that such access is limited to only those TCP/IP addresses and TCP/IP service ports identified by Abbey Group required to support such workstations. Exhibit F March 9, 2006 Page 4 Master Support Agreement 5.9. System Modifications. The Client shall ensure that, with respect to each Covered Application, such Covered Application is installed only on the Authorized Server and only at the Authorized Site. The Client shall ensure that each Authorized Site conforms in all respects to the Site Specifications set forth on Exhibit 5 attached hereto and incorporated herein by this reference (the "Site Specifications"). The Client shall ensure that no changes or other alterations or modifications are made to the System Configuration without the express prior written consent of Abbey Group; provided, however, that this requirement is not intended to constitute in any manner Abbey Group's approval, certification, endorsement or warranty of the System Configuration. 5.10. Authorized Client Representative. The Client shall designate, in a written notice delivered in accordance with Section 24 hereof [Notices], a single individual to act as the Client's authorized representative for purposes of this Agreement (the "Client Representative"). Such individual (a) must be authorized to act on the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the Client's compliance with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with Abbey Group's services under this Agreement. The Client may change the individual designated hereunder by providing Abbey Group advance written notice delivered in accordance with Section 24 hereof [Notices] designating the new individual authorized to act as the Client Representative. 5.11. Technical Support Coordinators. The Client shall designate, in a written notice delivered in accordance with Section 24 hereof [Notices], an individual to act as the Client's technical support coordinator (a "Technical Support Coordinator"). The Client shall ensure that each Technical Support Coordinator designated hereunder shall have received the training required under Section 5.12 hereof [training] and shall otherwise be familiar with the Covered Applications and the System. The Client shall ensure that, at all times, a Technical Support Coordinator is available (a) to screen operational assistance calls and handle operational problems, where appropriate; (b) to provide access to the System as required under Section 5.3 hereof [Physical Access]; (c) to provide on-site technical assistance as required by Abbey Group to aid Abbey Group in performing its services hereunder; and (d) to review all Monthly Status Reports delivered hereunder and, if required, provide Abbey Group with required direction regarding recommended preventative maintenance activities. The Client may change any individual designated hereunder by providing Abbey Group with advance written notice delivered in accordance with Section 24 hereof [Notices] designating the new individual authorized to act as a Technical Support Coordinator. 5.12. Training. The Client shall ensure that all Technical Support Coordinators and other personnel have received the training specified on Exhibit 3 attached hereto and incorporated herein by this reference, and otherwise maintain suffcient personnel with sufficient training and experience to pertorm its obligations under this Agreement. 5.13. Operations Review. The Client shall meet with Abbey Group as may be reasonably requested to discuss operational issues and the status of the Covered Applications and the other components of the System, and as required to provide timely responses to issues identified by Abbey Group related to maintenance of the Covered Applications or the other components of the System. The Client shall ensure that key personnel designated by Abbey Group participate in the operations review process. 6. Exclusions 6.1. Failure to Observe Obligations. Basic Support provided hereunder is expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client Responsibilities] and in the Software License Agreement. Any Additional Support Option provided hereunder is expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof [Client Responsibilities], in the Software License Agreement and in the exhibit pertaining to such Additional Support Option. Exhibit F March 9, 2006 Page 5 Master Support Agreement 6.2. Erroneous Reported Problems. If Abbey Group performs diagnosis of erroneously reported problems, with client authorization, the Client may be charged for such services at Abbey Group's then current technical service rates. 6.3. Failure of Remote Access. If the Client fails for any reason to provide remote access to the System as required by Section 5.2 hereof [Remote Access], Abbey Group will, at the Client's request, provide on-site services to correct an Error to the extent otherwise required hereunder and will charge the Client for such services at Abbey Group's then current technical service rates. 6.4. Unauthorized Modifications. Abbey Group is under no obligation to correct any Error in any of the Covered Applications if the Error is due to a modification or alteration to such Covered Application in violation of the terms of the Software License Agreement or relates to any portion of such Covered Application that has been affected by software not developed or installed by Abbey Group. Abbey Group is under no obligation to correct any problems caused by any modification or alteration to any component of the System or to the System Configuration in violation of the terms of this Agreement or caused by software or hardware not developed and installed by Abbey Group. 6.5. Unauthorized Use. Abbey Group is under no obligation to correct any Error in any of the Covered Applications or any problems with any other component of the System if such Error or other problem is caused by (a) accident, neglect, misuse or abuse on the part of any party other than Abbey Group; (b) is due to exposure to conditions outside the range of the environmental, power and operating specifications provided by Abbey Group in the Site Specifications delivered pursuant to Section 5.9 hereof [System Modifications]; or (c) use of any of the Covered Applications or any other component of the System for any purpose other than that for which it was originally acquired. If requested by the Client, Abbey Group will provide technical support services to resolve such problems pursuant to Section 2.4 hereof [Out of Scope Services] and will charge the Client for such services at Abbey Group's then current technical service rates. 6.6. Third-Party Products. Abbey Group shall have no responsibility for correcting or resolving any errors, defects or failures in any Third-Party Products. Abbey Group's only obligation with respect to such Third-Party Products is to assist with the coordination of support services with the appropriate third-party vendor to the extent such support services are available to the Client. 6.7. Third-Party Product Compatibility. Abbey Group shall have no responsibility for any Third-Party Product provided and installed on or integrated into the System by any party other than Abbey Group without Abbey Group's prior written authorization, including but not limited to responsibility for the installation and integration of any such Third-Party Products, the condition, operation and performance of any such Third-Party Products, the compatibility of any such Third-Party Products with the Covered Applications, and any impact any such Third-Party Products have on the overall operation or performance of any of the Covered Applications or any other component of the System. If requested by the Client, Abbey Group will provide technical support services pursuant to Section 2.4 hereof [Out of Scope Services] to resolve any operation or performance problems relating to any of the Covered Applications or any other component of the System caused by any such Third-Party Products or to assist with the integration of any such Third-Party Products with or into any of the Covered Applications or any other component of the System. Abbey Group will charge the Client for any such services at Abbey Group's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. Governing Language from Primary Agreement The following sections from the Primary Agreement (Exhibit 9) are incorporated by reference herein as though fully set forth herein: Recital D (Independent Contractor), 2.4.1 (Definitions), 2.4.2 (Ownership of Software), 2.5 (Confidential Information), 3.11 (Warranty Disclaimer), 3.9 (Standard of Care), 7.12 (Insurance), 7.13.8 (Indemnification and Hold Harmless), 7.1 (Verification of Background), 7.2 (Assignment), 7.4 (Laws to be Observed), 7.5 (Governing Law), 7.6 (Licenses), 7.7 (Force Majeure), 7.8 (Third Party Beneficiaries), 7.10 (Conflict of Interest), 7.12 (Insurance), 7.13.5 (Severability), 7.13.7 (Entire Agreement), Exhibit F March 9, 2006 Page 6 Master Support Agreement 7.13.9 (Authority to Sign), 7.13.10, 7.11 (Notices), and 7.13.15 (Source Code Escrow). SIGNATURE PAGE IN WITNESS WHEREOF, the parties have hereunto set their hands as set forth below. [Type in Legal Name of Client] Abb By: gy_ Name: Title: Exhibit F March 9, 2006 Page 7 Master Support Agreement EXHIBIT 1 To Master Support Agreement DEFINITIONS This Exhibit is attached to, incorporated into, and forms a part of the Abbey Group Master Support Agreement, dated , 200_, between Abbey Group and the Client (herein referred to as the "Agreement"). Capitalized terms used in the Agreement or any exhibit thereto shall have the definitions set forth herein unless otherwise defined in the Agreement. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. 1. "Account Manager" is defined in Section 2.1 (c) [Account Manager] of the Agreement. 2. "Additional Support Option" is defined in Section 2.2 [Additional Support Options] of the Agreement. 3. "As-Built Specifications" shall mean, with respect to any of the Covered Applications, the specifications for such Covered Application delivered to the Client upon the Client's acceptance of such Covered Application, as the same may be modified or supplemented from time to time to reflect Enhancements provided hereunder. 4. "Authorized Server" shall mean, with respect to any of the Covered Applications, the server identified as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and incorporated therein by reference. 5. "Authorized Site" shall mean, with respect to any of the Authorized Servers, the address and room number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement and incorporated therein by reference. 6. "Basic Support" is defined in Section 2.1 [Basic Support] of the Agreement. 7. "Client" is defined in the preamble to the Agreement. 8. "Client Confidential Information" is defined in Section 7.1 [Protection of Confidential and Proprietary Information] of the Agreement. 9. "Client Representative" is defined in Section 5.10 [Authorized Client Representative] of the Agreement. 10. "Communications Interraces" shall mean ethernet networking, serial connectivity to net clock and ANI/ALI, serial connectivity to HACMP, national, state and local governments, TCP/IP or other routing statements. 11. "Covered Application" shall mean each software application developed by Abbey Group in accordance with the As-Built Specifications relating thereto which application is identified as a Covered Application on Exhibit 2 attached to the Agreement and incorporated therein by reference, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. Exhibit F March 9, 2006 Page 1 Master Support Agreement 12. "Derivative Works" shall mean, with respect to any Covered Application, any translation, abridgement, revision, modification, or other form in which such Covered Application may be recast, transformed, modified, adapted or approved after the Effective Date. 13. "Dispute Notice" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement. 14. "Disputing Party" is defined in Section 10.1 [Informal Dispute Resolution] of the Agreement. 15. "Documentation" shall mean, with respect to any Covered Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such Covered Applications. 16. "Effective Date" is defined in the preamble to the Agreement. 17. "Enhancement" shall mean, with respect to any Covered Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Covered Application and that is integrated with such Covered Application after the Effective Date, or that is related to a given Covered Application but offered separately by Abbey Group after the Effective Date. 18. "Enhancement Terms" shall mean, with respect to any Enhancement provided pursuant to the Agreement, the mutually negotiated terms and conditions specifically relating to an Enhancement and included as part of the Agreement in accordance with Section 2.3 [Enhancements] thereof. 19. "Error" shall mean, with respect to any Covered Application, a defect in the Source Code for such Covered Application that prevents such Covered Application from functioning in substantial conformity with the As-Built Specifications pertaining thereto. 20. "Maintenance Modification" shall mean, with respect to any Covered Application, a computer software change integrated with such Covered Application during the term of the Agreement to correct any Errors therein, but that does not alter the functionality of such Covered Application or add new functions thereto. 21. "Monthly Status Report" is defined in Section 2.1 (d) [Status Reports] of the Agreement. 22. "Object Code" shall mean computer programs assembled or compiled from Source Code in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse-compiling, or reverse-engineering. 23. "Out of Scope Services" shall consist of any services provided under this Agreement that are outside the scope of those services specifically and expressly identified under, and provided pursuant to, Section 2,1 [Basic Support], Section 2.2 [Additional Support] or Section 2.3 [Enhancements] of the Agreement. 24. "Payment Date" shall mean the date each year upon which the maintenance payment is due. 25. "Priority One Call" shall mean a call requesting technical support for an Error in any Covered Application or a failure of the Authorized Server on which such Covered Application is installed that prevents continued use or operation of the System, impacts all or substantially all operators using the System, halts or severely impacts critical System operations or endangers the integrity of any database on any of the Authorized Servers. The term Priority One Call shall not include calls requesting technical support relating to a problem encountered with substantially less than all functions of a Covered Application or all records of a database on any of the Authorized Servers, or to a failure in individual components of the network communications equipment, communications lines, terminals, workstations, printers, terminal servers or modems. Abbey Group shall have exclusive authority for determining whether a technical service request constitutes a Priority One Call. Exhibit F March 9, 2006 Page 2 Master Support Agreement 26. "Site Specifications" is defined in Section 5.9 [System Modifications] of the Agreement. 27. "Software License Agreement" shall mean any software license agreement between Abbey Group and the Client pursuant to which Abbey Group has granted a limited license to use the Covered Applications in accordance with the terms and conditions thereof, as the same may be amended or otherwise modified from time to time. 28. "Source Code" shall mean computer programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. 29. "System" shall mean the Client's computer automated system consisting of the Covered Applications combined with any of the Authorized Servers, the operating systems installed on each of the Authorized Servers, any database or other third party software products installed on any of the Authorized Servers, any PC or other workstation equipment having access to any of the Covered Applications, any Communications Intertaces installed on any of the Authorized Servers, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Servers, workstation or network communications equipment located at any of the Authorized Sites. 30. "System Configuration" shall mean the configuration for the System other than the Covered Applications existing as of the Effective Date together with any modifications or alterations thereto permitted hereunder, including without limitation the confguration of the Authorized Servers, any operating system installed on any of the Authorized Servers, any database or other third party software products installed on any of the Authorized Servers, any PC or other workstation equipment having access to any of the Covered Applications, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Server, workstation or network communications equipment located at any of the Authorized Sites. 31. "Technical Support Coordinator" is defined in Section 5.11 [Technical Support Coordinators] of the Agreement. 32. "Third-Party Products" shall mean all software and hardware components of the System other than the Covered Applications. 33. "Abbey Group" is defined in the preamble to the Agreement. 34. "Abbey Group Confidential Information" is defined in Section 7.2 [Protection of Confidential and Proprietary Information] of the Agreement. 35. "Warranty Period" shall mean, with respect to any Covered Application, the warranty period for such Covered Application set forth on Exhibit 2 attached to the Agreement and incorporated therein by reference. 36. "Abbey Group Holidays" shall mean, with respect to any Covered Application, the following federal holidays, in addition to days designated by Abbey Group as holidays (not to exceed a total of 13 days per calendar year). Additional days will be identified by Abbey Group to the Client at the start of each calendar year: January 1 3rd Monday in January New Years Day Martin Luther King Jr's Birthday Exhibit F March 9, 2006 Page 3 Mader Support Agreement 3rd Monday in February President's Day Last Monday in May Memorial Day July 4 Independence Day 1st Monday in September Labor Day 2ntl Monday in October Columbus Day November 11 Veterans' Day 4th Thursday in November Thanksgiving Day December 25 Christmas Day Exhibit F March 9, 2006 Page 4 Master Support Agreement EXHIBIT 2 To Master Support Agreement COVERED APPLICATIONS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated 20 ,between the Client and Abbey Group (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Abbey Group will provide the Basic Support described in Section 2.1 [Basic Support] of the Agreement for the software applications identified in the table below. The annual fee for such support shall be as set forth in the table below. Such support will commence upon the expiration of any applicable Warranty Period as set forth in the table below. Covered Authorized Sit Make. Model. Serial Warranty Period Annual Aoolicatioi Number of Authorize Fee Server JCMS v2 SAPD TBD Yearlv upon expiration of $38 509 Warrantv Imaainst SAPD TBD Yearlv upon expiration of Warrantv Exhibit F March 9, 2006 Page 1 Master Support Agreement EXHIBIT 3 To Master Support Agreement TRAINING This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated 20_, between the Client and Abbey Group (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Exhibit F March 9, 2006 Page 1 Master Support P,greement EXHIBIT 4 To Master Support Agreement THIRD-PARTY SUPPORT CONTRACTS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated 20_, between the Client and Abbey Group (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Exhibit F March 9, 2006 Page 1 Master Support /{greement EXHIBIT 5 To Master Support Agreement SITE, SYSTEM AND NETWORK SPECIFICATIONS This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated 20 ,between the Client and Abbey Group (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Exhibit F March 9, 2006 Page 1 Master Support Agreement EXHIBIT 6 To Master Support Agreement BACK UP SCHEDULE AND PROCEDURES This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated 20 ,between the Client and Abbey Group (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Exhibit F March 9, 2006 Page 1 Master Support Agreement EXHIBIT 7 To Master Support Agreement Warranty 8 Maintenance Support -Guidelines 8r Options This Exhibit is attached to, incorporated into and forms part of the Master Support Agreement, dated 20 ,between the Client and Abbey Group (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Methods for Contacting Support ~ ...;(~4r ~' : ~ i ~l SSI ~ i":~~: Tele hone „l;°i9 iid ~, °h.,~ ~h~ I ivSS,.,.i: °°7 f. ~~~ I:aE~iv.,.,.5. a +~ ~ ,5.;-. ~ ~ i 877 265-9140 352-401-0770 Web Site www.abbeygroup.com Fax 352-401-9318 U.S. Mail 1515 Silver Springs Blvd., Suite 110, Ocala FL 34470 Prioritizing TSRs To ensure TSRs receive the appropriate response and attention required customers should assign each TSR a priority code that is consistent with the definitions outlined below. All problems are addressed according to their priority level. `'~ tT'iM~ , i~ t1 ~ l .-I "i i ('" ~~~ 3i ~ I ii ~ S 3 I I~ t~~~~ I «<ilt.: ~ ~ :{ I I 3I>l t ii{ ~ I li) I 3i; I I I ~ ~ ~ 1. jS SS ~ ~~ ~ ~ S ~ r ' ~ ~t ~' ~ t ~ ~ J. S i i{ l~e~ i E ~ . ~a : ~ 7 l S 5 ¢. i ;{ S `E~ ~ + i R~ S 3 ~,. i :j~ 3 ~+ ! 3 ~ 3 * `S~h i4 S S'y', ~-,E if ~ ~~.~lS i ~ ! i S i ~ i i S' i•~S S~ ~ <~ 1i 3 . i S J~ SE ~ S~t 3ii ' 'l l`~~ t ~ j ~ E r 3~~}~ r~ ~ S i .. I7S I ~ i ~ .:., ,.. ,, ,,:....~ , ,S . u ~,., , ~ s: ., :I~ _u, i _ < ~ . ~ ~v t ....., , ~ n1 ,,,... ~ v. ~9 , 'I srd t ~i i tl ti v Sr.i.. : i " .., . ? r Priority 1 Urgent The Entire System or a Major Component is DOWN. Contlnuous work until Customer cannot use system to continue operations. problem is resolved. After Impacts multiple users, halts or severely impacts critical 24 hours of remote operations, or database integrity is compromised, attempts, onsite assistance is required until TSR is NOTE: FOR PRIORITY 1 ISSUES, CUSTOMERS corrected. MUST CONTACT THE CSC IMMEDIATELY BY TELEPHONE. DO NOT DELAY RESOLUTION BY SUBMITTING A PRIORITY 1 TSR BY WEB, EMAIL, FAX, OR U. S. MAIL. Priority 2 Standard A major component or function does not work properly. Continuous work until Impacts an individual or small group. Nominal operations problem is resolved. After impaired, but can continue. 48 hours of remote attempts, onsite assistance is required until TSR is corrected. Priority 3 Scheduled Failure of any application to function properly: Impacts an Continuous work until individual or small group. problem is resolved. After 7 days of remote attempts, a mutually agreeable correction plan must be develo ed. Priority 4 Infommation Issue is informational or educational in nature. Abbey to provide Enhancement requests should be reported as Priority 4 proposal for when such TSRs. TSR will be addressed. Software corrections will be made in next release, while information re uests will be fulfilled Exhibit F March 9, 2006 Page 1 Master Support Agreement TSRs for Priority 2, 3 and 4 calls are assigned to the applicable technical team for review, assessment, scheduling, and resolution. Regular TSR reviews between the customer and the Project Manager or Account Manager will allow Abbey Group technicians to focus on problem resolution and improve the TSR resolution time. Exhibit F March 9, 2006 Page 2 Master Support Agreement Priority 1 TSRs reported during regulaz business hours are logged and assigned to an Abbey Group technician for investigation and resolution as soon as the information is gathered from the reporting person. Priority 1 TSRs may be reported 24 hours a day, 7 days a week. 1 ACORD,~ CERTIFICATE OF LIABILITY INSURANCE 5iioi2oo7Y' PRODUCER (775) 831-1422 FAX: (775) 831-7873 Cal-Nevada Insurance Agency 926 Incline Way, Suite 100 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 5419 Incline Village NV 69450 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A. TraVelerS Insurance Co . Abbey Group Consultants ~- aoo ~ -/'=/ I INSURER B: 923 Tahoe Blvd r $te . 212 INSURER C: INSURER D: Incline Village NV 89451 INSURER E. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. A RE ATE LIMIT H WN MAY HAVE E N R D E BY PAID LAM . INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION TYPE OF INSURANCE POLICY NUMBER DATE MMIDDlW DATE MMIDDlYY LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1 r QQQ r QQQ X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES a occurrence 300 ,QQQ S A X CLAIMS MADE ~ OCCUR TT09402129 3/20/2007 3/20/2008 MED EXP An one arson S 5r QQQ PERSONAL&ADV INJURY S 1 r QQO r QQQ GENERAL AGGREGATE S 2 r QOQ r 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODU TS -COMP/OP AGG S Included X POLICY jRt° LOC AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT S 1 r QQQ r QQQ ANY AUTO (Ea accidenQ A ALL OWNED AUTOS TT09402129 3/20/2007 3/20/2008 BODILY INJURY SCHEDULED AUTOS (Par person) S X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) S - PROPERTY DAMAGE S (Per accident) GARAGE LIABILITY _ AUTO ONLY-EA ACCIDENT S ANY AUTO OTHER THAN EA A 5 AUTO ONLY: AGG S EXCESS/UMBRELLA LIABILITY S 2 r QQQ r QQQ X OCCUR ~ CLAIMS MADE AGGREGATE S 2 r QQQ r QQQ S A X DEDUCTIBLE TT09402129 3/20/2007 3/20/2008 S RETENTION $ A WORKERS COMPENSATION AND OTH- X WCYT MU- EMPLOYER ' LIA IL Y X IT S B ANY PROPRIETOR/PARTNERlEXECUTIVE E.L. EACH ACCIDENT $ 1 r QQQ r QOQ OFFICER/MEMBER EXCLUDED? If e de ib d HN-US-1763L41-7 3/20/2007 3/20/2008 E.L. DISEASE- EA EMPLOYEE S 1 r QQQ r QQQ y s, scr e un er SPECIAL PR VISIONS below E.L. DISEASE- POLICY LIMIT S 1 r QQQ r QQQ OTHER professional Liab. Per Occurrence 1, 000 r 000 A Errors & Omissions TT09402129 03/20/2007 03/20/2008 General Aggregate 1,000,000 DESCRIPTION OF OPERATIONS(LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTlSPECIAL PROVISIONS City of Santa Ana & Santa Ana Police Department, its officers, employees, agents, volunteers and representatives are named as additional insured, primary, non-contributory with a waiver of rights regarding the applications of the named insured. The endorsement has been requested and will follow shortly. 10 Days Notice of Cancellation for Non-Payment of Premium. City of Santa Ana Santa Ana Police Department Bob Faster 60 Civic Center Plaxa PO Box 1981 Santa Ana, CA 92701 ACORD 25 (2001/08) ~'~-G-~~~~ ,~~fl~~:l~`,'; lucn~r,n,no,,,o eule SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATNES. AUTHORIZED REPRESENTATIVE ^_ C f Terry Jarcik/DD 411.2_"/ ~~F_'"""-`,- ©ACORD CORPORATION 1988 1~ 1 iM 1A/nllere I(li,,.rer Cinonniol Cun,inne Oonc , of ~ NON-CONTRIBUTORY OTHER INSURANCE ENDORSEMENT -FOR DESCRIBED ADDITIONAL PROTECTED PERSONS This endorsement changes your Commercial General Liability Protection. How Coverage Is Changed The following is added to the Other Insurance section. This change broadens coverage for certain additional protected persons. If you've specifically agreed in a written contract that this agreement must be primary to and non-contributory with other insurance issued directly to a described additional protected person, we won't share with that other insurance any damages incurred by that described additional protected person for: . bodily injury or property damage covered by this agreement that happens after that written contract was made; or . personal injury or advertising injury covered by this agreement that's caused by an offense committed after that written contract was made. Described additiona/ protected person means any person or organization, other than you, who: • qualifies as a protected person under this agreement; and . is named or described below. Name or description: City of Santa Ana Santa Ana Police 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92701 Other Terms All other terms of your policy remain the same. Name of Insured Policy Number TT09402129 Effective Date 05/22/07 ABBEY GROUP CONSULTANTS Processing Date 06/06/07 12:12 002 G0435 Ed. 4-00 Endorsement 0 2000 The St. Paui Travelers Companies, Inc. All Rights Reserved Page 1 of 2 m - ~ m 0 o POLICY CHANGE ENDORSEMENT ~~~~~ This endoTSement summarizes the changes to U your policy. All other terms of your policy not affected by these changes remain the same. 8 How Your Policy Is Changed 0 0 0 0 0 m N N N 0 V m O r F- N O O C7 lD GENERAL LIABILITY; The following form is added: G0435 04-00 Non-Contributory Other Insurance Endorsement- For Described Additional Protected Persons Premium Change Which Is Due Now Additional premium None Returned Premium None If issued after the date your policy begins, these spaces must be completed and our representative must sign below. Authorized representative Policy issued to ABBEY GROUP CONSULTANTS Endorsement takes effect os/22/o7 Processing Date: 06/06/07 Policy Number TT09402129 12:12 002 40704 Ed.5-84 Printed in U.S.A. Endorsement ©St.Paul Fire and Marine Insurance Co.1984 All Rights Reserved Page 1