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HomeMy WebLinkAboutTRITECH SOFTWARE SYSTEMS 2City of Santa A" -a a + Clerk of the Cowicil AGREEMENT TERMINATION FORM Please complete this form when the atfached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with Trifech Software COTC Office Use No.( : A-2008-331 was completed on 91 ijand final payment has been made. AA amendments. Use space below if needed.) -A -- R -fie�q$�i6a A- Iggq - 201 ---- Department:t A-[449-1q6 A-Z001-2SS - 2040 -0l$ A - 26o j- -igl -I Phone/Pxf.: <— A-2.000-Q2 11-20a2-203 A -zoo3-25 Signature: F � - 2.005 -014- T � A- 20o4 Dole: ReV[sed 08-23-10 INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: SEP 0 8 2006 THE CITY OF SANTA ANA COMPUTER AIDED DISPATCH A-2006-256 THE CITY OF SANTA ANA COMPUTER AIDED DISPATCH PRIMARY AGREEMENT This agreement ("Agreement") is made this fifth day of September, 2006 (the "Effective Date") between the City of Santa Ana, a municipal corporation (hereinafter referred to as the "City"), and TriTech Software Systems, a company duly incorporated under the laws of California having a place of business at 9860 Mesa Rim Road, San Diego, CA 92121, USA (hereinafter referred to as the "Contractor" or "TriTech"), 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 a Computer Aided Dispatch (CAD) system, dated June 12, 2006, seeking certain computer system hardware, software and related services to support the City's fire communication operations. B. In response to the City's Request for Proposal, the Contractor submitted a written proposal dated July 3, 2006. 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 Computer Aided Dispatch (CAD) 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 Four Hundred Twenty -Seven Thousand Six Hundred Thirty -Three Dollars ($427,633.00) (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 Exhibit D of this Agreement. The total amount above shall be the maximum price to be paid to TriTech 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). Recurring maintenance and support fees will be invoiced under Exhibit F, TriTech Software Support Agreement. 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 - TriTech Software License Agreement Exhibit F - TriTech Software Support Agreement Exhibit G - TriTech RFP Response (by reference only) 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. 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 Primary Agreement Page 2 incorporated herein by this reference (the "Project Schedule"), which Project Schedule may be changed in accordance with the Changes Orders and Modifications clauses hereof. 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 specified in the Project Deliverables shall remain with the Contractor until delivered, unpacked, uncrated and installed in accordance with the Statement of Work and the Project Schedule at the City site(s). Thereafter risk of loss shall be borne by the City. 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 Manufacturers Software. 2.4.1 Definitions. For purposes of this Agreement, the following capitalized terms shall be defined as set forth herein: (a) "Acceptance" shall occur upon the completion of the performance, functional and reliability tests on the last TriTech product or interface installed, as further defined in the Statement of Work, thus comprising the totality of the TriTech solution. (b) "Specifications" shall mean, with respect to any of the TriTech Applications, the specifications for such TriTech Application(s) delivered to the City upon the City's acceptance of such TriTech Application in accordance with the Statement of Work including Acceptance Test Procedure(s) (ATP); Interface Requirements Documents (IRD);and as applicable Operational Scenario Document(s) (OSD) for modifications. (c) "Documentation" shall mean, with respect to any TriTech Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such TriTech Application. (d) -Error- shall mean, with respect to any TriTech Application, a defect in the TriTech Application that prevents such TriTech Primary Agreement Page 4 Application from functioning in accordance with the RFP response and the published specifications pertaining thereto. (e) "Software Error Correction" shall mean, with respect to any TriTech Application, a computer software change to correct an Error in, and integrated into, such TriTech Application, in accordance with TriTech's Software Error correction procedures contained in Exhibit E. Software Error Corrections are provided at no additional cost during the warranty period or any extended support period. (f) "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. (g) "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. (h) "Third -Party Products" shall mean all software and hardware components specified in the Project Deliverables and delivered by TriTech under this Agreement for integration into the System other than the TriTech Applications. (i) "TriTech Application" shall mean any TriTech- developed software provided herein, and all modules corresponding thereto developed by the Contractor and delivered to the City under this Agreement and in accordance with the Specifications relating thereto, including all Software Error corrections thereto, all Derivative Works thereof, and all related Documentation. (j) "Update" means revisions or additions to the TriTech Applications provided hereunder. The term "Update" does not include separate modules or functions that are separately licensed and price, or new products that are Primary Agreement Page 5 developed and marked as separate products by TriTech. 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 TriTech Applications (including all Derivative Works, Software Error corrections, Enhancements and Documentation with respect thereto) and any TriTech Confidential Information (including all proprietary information pertaining to the design, engineering and use thereof). Upon the City's acceptance of any TriTech 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 TriTech 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 shall provide copies of any license agreement to such Third -Party Software to the City. 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 TriTech failing to properly identify such license requirements during the preparation of this agreement, TriTech will be responsible 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. Primary Agreement Page 6 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 other 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 clearly labeled by the City as being confidential. 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 TriTech Confidential Information. All TriTech 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 obligations hereunder. The term "TriTech Confidential Information" shall include the TriTech 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 Primary Agreement Page 7 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 TriTech 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 TriTech Confidential Information. 2.5.3 Exclusions. Notwithstanding Section 2.5.1 or Section 2.5.2 hereof, neither City Confidential Information nor TriTech 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 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 TriTech 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 public safety agency requesting subjective reference Primary Agreement Page 8 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. 2.5.5 Survival. The obligations hereunder with respect to each item of City Confidential Information and TriTech Confidential Information shall survive the termination of this Agreement. Primary Agreement Page 9 PART III WARRANTIES 3.1 Contractor Commitments, Warranties and Representations. The Contractor warrants that the TriTech Applications shall, for a period of one year following acceptance, perform in substantial accordance with the Specifications and the RFP response. Upon acceptance of the TriTech solution, TriTech 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 TriTech the applicable support fee, thus commencing the extended support for such TriTech Application. 3.1.1 TriTech further represents and warrants that the TriTech Applications, including Updates thereto, shall be Year 2000 Compliant. However, the foregoing warranty is subject to and conditional upon (i) City operating the most current version of the TriTech Application offered to it, (ii) City maintaining in force a current Software Support Agreement for the TriTech Applications and (iii) Year 2000 Compliance of hardware, firmware, software, data and other facilities with which the TriTech Application operates, interfaces or otherwise communicates. TriTech makes no Year 2000 representations or warranties, express or implied, with respect to equipment, Third Party software, or other firmware, software, data or other facilities manufactured, developed and/or provided by third parties. City's sole remedy with respect to the foregoing warranty shall be to receive an Update to the TriTech Application that is Year 2000 compliant. 3.1.2 TriTech further warrants and represents that the TriTech Application does not contain any "back door", "time bomb", "Trojan horse", "worm", "drop dead device" or other program routine or hardware device inserted and intended by TriTech to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the TriTech Application. (Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of paragraph 3.1.3.5, below, shall constitute the agreement of the parties with respect to viruses.) City's sole remedy with respect to the foregoing warranty shall be to receive an Update to the TriTech Application that does not contain any of the above -described routines or devices. Primary Agreement Page 10 3.1.3 If the TriTech Application is unable to function as warranted due to any one or more of the following factors, additional charges may be imposed by TriTech for actions necessary to correct or work -around such factors: 3.1.3.1 Modification of the TriTech Application, Third Party Software or equipment by City or a third party. 3.1.3.2 Misuse or neglect, including without limitation failure to use the TriTech Application as described in the Documentation, or other instructions or training provided by TriTech. 3.1.3.3 Software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the Documentation. 3.1.3.4 Equipment which does not meet the configuration requirements specified in the Documentation, by failure of City to provide and maintain the site and facility requirements described in the Site Preparation and Support Connectivity Guide. 3.1.3.5 Computer viruses that have not been introduced into the City's system by TriTech. The City shall maintain up to date virus checking software and shall check all software received from any person or entity for viruses before introducing that software into any part of the System including, but not limited to, workstations or servers. If desired by City, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus -free copy of the TriTech Application, and will, at its expense, reload said software on City's equipment, and assist City with reloading City's data from City's backup media. The City shall practice reasonable back-up procedures for the System to mitigate the consequences of any virus. Primary Agreement Page 11 3.1.3.6 Lack of Year 2000 Compliance of hardware, firmware, software, data or other items manufactured, developed and/or otherwise provided by the City or third parties, including but not limited to equipment or operating system or database software, or other third party software. 3.1.3.7 Equipment or software provided by third parties with which the TriTech Application interfaces or operates (including but not limited to operating system and database software), including but not limited to problems caused by changes in such equipment or software. If such changes occur which require modifications or other actions with respect to the TriTech Application, such modifications or actions shall (unless identified in Exhibit B as a line item) be subject to the mutual written agreement of the parties, including but not limited to, additional charges by TriTech at its then current rates for engineering and technical support. 3.1.4 During the Warranty Period, and thereafter, reported Software Errors will be corrected in accordance with Exhibit F. 3.1.5 If mapping information is supplied with the TriTech Application, TriTech makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the TriTech Application. The completeness or accuracy of such data is solely dependent on the information supplied by the City or the mapping database vendor to TriTech. 3.1.6 Problems in the TriTech Application or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. The City's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at the City's sole risk. 3.1.7 The City is responsible for maintaining the required certifications for access to the City's state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems. Primary Agreement Page 12 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 TriTech Applications. Warranty coverage for Third -Party Products shall be passed through to the City and provided in accordance with the original manufacturers' warranty provisions. The Contractor shall perform Help Desk services (as that term is defined in Exhibit F) for Third -Party items provided by Contractor hereunder. For any equipment or other Third Party product specified in the Project Deliverables and provided by TriTech under this Agreement that is no longer available at the time of order due to model changes or other reasons beyond the reasonable control of TriTech, TriTech shall provide equipment of same or equal quality, performance and capacity. 3.3 Documentation. The Contractor shall provide current and accurate Documentation with respect to each TriTech Application, including, without limitation, training materials for each TriTech 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. 3.4 TRITECH MAKES AND CITY RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Primary Agreement Page 13 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 Fire Department Attention: William Watson Principal Management Analyst City of Santa Ana Fire Department 1439 S. Broadway Santa Ana, California 92707 All payments, less any disputed amounts, shall be made within thirty (30) days from receipt of the applicable invoice by check made payable to "TriTech Software Systems" and delivered to 9860 Mesa Rim Road, San Diego, CA 92121, Attention: Accounts Receivable Department, or by such other means as may be mutually acceptable to the parties. In the event that an invoice contains an amount disputed by the City, the parties agree to resolve such dispute in accordance with section 7.13.13 herein. 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 Primary Agreement Page 14 integration work by the Contractor prior to delivery to the City. Payment for such materials shall be due and payable by the in accordance with Exhibit D, 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 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 Performance Bond: Following execution of this Agreement, the Contractor shall provide to the City a Performance Bond in the amount of the contract price specified in Exhibit B, except as noted herein. Such Performance Bond shall be from a surety company acceptable to and approved by the City and holding a permit from the State of California to act as a surety. The Performance Bond shall not include software support and maintenance, warranty, hardware, travel, or other miscellaneous items. The Performance Bond shall provide that in the event (i) the City terminates this Agreement for breach by Contractor pursuant to Section 7.3 herein, the City may have recourse to the surety thereunder, on notice to the surety and Contractor, to pay the reasonable costs, losses or damages which the City may sustain by reason of such breach, less Primary Agreement Page 16 amounts the Contractor proves could have reasonably been avoided by the City. Upon Go Live of the Computer Aided Dispatch System, the City shall unconditionally release the bond by written notice to the surety and Contractor and the surety shall be exonerated by such written notice. In the absence of such written notice, the Contractor shall be entitled to present to the surety written evidence of Go Live, signed by the City, and the Performance Bond shall thereupon be deemed released and the surety exonerated. 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 fifth business 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 City 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 of its employees, agents, subcontractors or contractors 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. 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 Fire 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 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 thirty (30) business days from the date of receipt of such notification to cure such default, or other such timeframe as the parties may mutually agree to in writing; or for failure not susceptible to cure within thirty (30) days the defaulting party shall commence action to cure such failure and continue Primary Agreement Page 19 such action with due diligence until the failure is cured. 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 a party 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, 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 other party may, at its option, terminate this Agreement. In the event the non - defaulting party elects to terminate this Agreement under this provision, it shall do so by sending notice of termination to the defaulting party 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 20 7.3.4 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 orders or subcontract for materials, services or facilities, except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; (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. 7.3.5 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 TriTech 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 Primary Agreement Page 21 TriTech 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 up to the effective date of the termination and for all work performed up to the effective date of the termination, as well as for other costs incurred up 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. 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. Primary Agreement Page 22 Contractor shall comply with all applicable federal, state and local laws, rules and regulations affecting the Contractor and its 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 and Control Reform 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 without regard to its conflict of laws provisions. 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 this Agreement. 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. Primary Agreement Page 23 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. 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 Primary Agreement Page 24 (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 overnight courier, or 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: Santa Ana Fire Department Attention: Phillip M. Garcia, Fire Chief City of Santa Ana Fire Department 1439 S. Broadway Santa Ana, California 92707 If to the Contractor: TriTech Software Systems 9860 Mesa Rim Road San Diego, CA 92121 Attention: Chris Maloney, President 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; a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) 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. Primary Agreement Page 25 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. If Contractor is or employs a licensed professional such as an architect or engineer: 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. (ii) Certificates of insurance shall be furnished to 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 effect 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. Primary Agreement Page 26 7.13 Miscellaneous Provisions. 7.13.1 Modifications. This Agreement may be modified only by mutual written agreement 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 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. 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 Primary Agreement Page 27 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 Contractor to any representation not expressly contained in a written agreement signed by a 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 from a wrongful or Primary Agreement Page 28 negligent act, error or omission of Contractor, its employees, agents, contractors, or subcontractors as a result of Contractor's performance hereunder, excepting liabilities due to the admitted or adjudicated sole negligence or willful misconduct of City, its employees, agents, or contractors. 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 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 Computer Aided Dispatch Primary Agreement (the "Agreement") by and between TriTech (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. 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: a. TriTech will at its expense defend against any claim, action or proceeding by a third party ("Action" herein) for infringement by the TriTech Application of copyright or trade secrets, provided that the City immediately notifies TriTech in writing of such Action and cooperates fully with TriTech and its Primary Agreement Page 29 legal counsel in the defense thereof. TriTech may in its discretion (i) contest, (ii) settle, (iii) procure for City the right to continue using the TriTech Application, or (iv) modify or replace the TriTech Application so that it no longer infringes (as long as the functionality and performance described in the Specifications substantially remains following such modification or replacement.) The City may participate in the defense of such Action at its own expense. If TriTech concludes in its sole judgment that none of the foregoing options are commercially reasonable, and the City's use of the TriTech Software is permanently enjoined as a result of a judgment of a court of competent jurisdiction in such Action, then TriTech will return to Client the TriTech Application license fee(s) paid by the City under this Agreement less a prorated portion of said fee(s) for the City's use of the TriTech Application (calculated by multiplying the ratio of the number of months of actual Use in Live Operations to thirty- six (36) months times the license fees paid) and the licenses granted in this Agreement shall terminate. In addition, in the event such Action results in a money judgment against the City which does not arise, wholly or in part, from the actions or omissions of the City, its officers, directors, employees, contractors, agents, or elected officials, or a third party, TriTech will, subject to the paragraph d below, indemnify the City there from to the extent indemnification for such judgment is not provided under the City's insurance policies (unless the City is self - insured in which case the preceding clause shall not apply). Notwithstanding the above, TriTech shall have no duty under this section with respect to, and the City shall hold TriTech harmless from and against any claim, action or proceeding arising from or related to infringements (i) by Third -Party software, or equipment, (ii) arising out of modifications to the TriTech Application and/or Documentation not made by or under the direction of TriTech, (iii) resulting from use of the TriTech Application to practice any method or process which does not occur wholly within the TriTech Application, or (iv) resulting from modifications to the TriTech Application or Primary Agreement Page 30 Documentation prepared pursuant to specifications or other material furnished by or on behalf of the City. This section states the entire obligation of TriTech regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. 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 shall be entitled to recover actual and direct damages; provided that the 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. The remedies provided herein are the parties' sole remedies. The essential purpose of these stipulated remedies is to completely allocate the risk between the parties. The prices and charges in the Agreement reflect such an allocation of risks, and accordingly this limitation of remedies shall not have failed in its essential purpose so long as the Contractor is willing and able to perform as provided above. 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 three (3) 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 Primary Agreement Page 31 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 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. Such advance notice shall not be required in the event of termination, or death. 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 three (3) 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 TriTech Application, the Contractor Project Manager must be available on a twenty four (24) hour basis, seven (7) days per week. Primary Agreement Page 32 (d) If Client should desire that TriTech 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. TriTech shall have a reasonable period of time in which to provide replacement personnel, and TriTech'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, or if applicable 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. 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 Primary Agreement Page 33 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 assert their rights under this Agreement. Escalation Timetable TriTech Client (Business Days) Representative Representative 0 to 5th Project Manager Project Manager 61h to loth VP Program Management Fire Captain llth to 15" Executive Officer Fire Chief (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 7.13.12(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 7.13.12(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 Primary Agreement Page 34 shall not be made public by the Contractor without the prior written approval of the City. 7.13.15 Immigration Laws. The Contractor shall take all steps necessary to ensure that all its employees and any subcontractors are authorized to work in the United States as required by the Immigration Reform and Control Act of 1986. 7.13.16 Time is of The Essence. Time is of the essence for the parties' performance of this Agreement. 7.13.17 Equipment Compatibility. The TriTech Applications will not fail to perform in substantial accordance with the performance standards set forth in the Statement of Work as a result of the equipment specified by Contractor in the Project Deliverables and provided by the Contractor under this Agreement. The Contractor shall not be responsible for the performance of the TriTech 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-TriTech products, elements or components pursuant to this Agreement. 7.13.18 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 at Contractor's premises; 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. 7.13.19 Future Purchase. Should the City elect to purchase additional TriTech products in the future on a Primary Agreement Page 35 sole source basis, the City will be entitled to a minimum discount of 25% of all related license fees, with pricing to be based on then -current average TriTech product costs. 7.13.20 Source Code Escrow. The City is a current Preferred Beneficiary under TriTech's Master Preferred Escrow Agreement with Iron Mountain Intellectual Property Management. Each month, TriTech shall deposit in Escrow updated Source Code containing (i) all updates to the TriTech Application released during the preceding month and (ii) any TriTech Application Modification and/or Interfaces released for live operations during the preceding month. Source Code Escrow shall be kept in effect until (i) the City gives TriTech written notice of termination of the escrow, (ii) the escrow is canceled due to non- payment of escrow charges by the City, or (iii) this Agreement is terminated. Source Code released under the terms of the Source Code Escrow Agreement shall be deemed part of the TriTech Application hereunder, subject to the terms and conditions of this Agreement, including but not limited to the license terms in Exhibit E, except as modified below. Source Code shall be released to the City only upon the occurrence of and only during the duration of one of the following conditions: a) TriTech's persistent and uncured failure to carry out or provide for the carrying out of material warranty or Software Support obligations imposed upon it pursuant to this Agreement or any Software Support Agreement between the parties with respect to the TriTech Application, which failure persists for a period of 30 days after written notice from Client to TriTech asserting such failure and the intention to demand a release of Source Code from escrow, or b) TriTech's failure to continue to do business in the ordinary course without providing an alternate source of warranty or Software Support by a ready, willing and able assignee. The escrowed Source Code and other material released to the City hereunder shall be subject to all of the terms and conditions of this Agreement, including without limitation the Confidentiality provisions herein, except as specifically modified Primary Agreement Page 36 in this paragraph. Without limiting the generality of the foregoing, the Source Code shall, except for periods of actual use, be kept in a secure, locked container and/or a secure protected computer file with access limited only to those with a need to know for purposes of software maintenance. Any person or entity granted access shall be required to agree in writing to comply with this paragraph. TriTech shall, upon request, be provided with a copy of such agreement(s). Provided that a release of Source Code is rightfully made hereunder, the City is granted a license to copy and Use the Source Code for the sole purpose of software maintenance. For purposes of these Source Code Escrow provisions, the term "software maintenance" means correction of software errors and preparation of software modifications and enhancements. If the City creates new and original computer code not derived from the TriTech Application or the ideas, processes, methods of operation, technology or know-how implemented therein, in the process of software maintenance, the intellectual property rights (including copyright, patent and trade secret) in and to that specific new and original code shall be owned by the City. However, if the City's enhancements or other modifications result in the creation of a derivative work from the TriTech Application, or a work based upon the ideas, processes, methods of operation, technology or know-how implemented therein, the intellectual property rights (including copyright, patent and trade secret) in and to such work shall be owned by TriTech and the City's rights to use such work shall be limited to those granted with respect to the TriTech Application in this Agreement. No rights to distribute Source Code or derivative works therefrom are granted hereunder. 7.13.21 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 commercially acceptable practices for the provision of such 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 Primary Agreement Page 37 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. 7.13.22 Covenant Against Contingent Fees. The Contractor warrants that it 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 it 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 consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 7.13.23 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 General Counsel of Authority if Contractor learns of an economic interest of Contractor's during the term of this Agreement. 7.13.24 Right to Adequate Assurance of Performance. Each party to this Agreement undertakes the obligation Primary Agreement Page 38 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 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 39 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ea �N PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By:/ s Lara Sheedy Deputy City Attorney CITY OF SANTA ANA — LLJP"e:�4� DAVID N. REAM City Manager IOVAL: CONTRACTOR n_r 1 Christoph D. Maloney — President TriTech Software Systems Employer ID # 953871079 Primary Agreement Page 40 EXHIBIT ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative Primary Agreement Page 41 EXHIBIT A STATEMENT OF WORK Exhibit A: Statement of Work TABLE OF CONTENTS Task1 : Project Kickoff.........................................................................................................................4 Task 1-A: Finalize Hardware Requirements and Conduct Site Survey/Preparation...............................6 Task 1-B: Develop Final Project Schedule..............................................................................................7 Task 1-C: Conduct CAD Preconfiguration...............................................................................................7 Task 1-D: GeoFile (MAP) Build Workshop..............................................................................................8 Task 1-E: Requirements Validation process for CAD, Mobile, and Interfaces........................................9 Task 2 : TriTech Base Software Installation.......................................................................................10 Task 3 : Geofile Installation/Training (Map Maintenance)..................................................................11 Task4 : CAD Configuration................................................................................................................12 Task 5 CAD Subsystem Interfaces...................................................................................................13 Task6 : Mobile Implementation..........................................................................................................13 Task 7 : Software Receipt and Installation..........................................................................................14 Task 8 : TriTech Mobile Tailoring and Configuration..........................................................................15 Task 9 : TriTech Mobile Technical/User Training...............................................................................16 Task 10 : TriTech Mobile Functional Testing........................................................................................17 Task 11 : Deliver TriTech Mobile As -Built Specification Documents....................................................18 Task 12 : Deliver CAD Documentation................................................................................................18 Task 13 : CAD Functional Testing........................................................................................................19 Task 14 : CAD Subsystem Integration Testing.....................................................................................20 Task 15 : CAD Technical/User Training and Related Training Documentation....................................21 Task 16 : CAD Production Cutover.......................................................................................................22 Task 17 : CAD Subsystem Reliability Testing.......................................................................................22 Task18 : CAD Refresher Training........................................................................................................23 Task 19 : Total System Integration Validation......................................................................................24 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 Computer Aided Dispatch (CAD) provided by TriTech Software Solutions (herein after referred to as 'TriTech") to support Santa Ana Fire Department dispatch operations. TriTech will supply the software and interfaces defined in Exhibit B. Software versions will be defined as the most current version at time of contract signing. No deviation of this SOW will be allowed without written consent from the Santa Ana Project Manager. Santa Ana recognizes that projects of this magnitude will likely encounter various unforeseeable events that may require a change in scope. Any scope change requests will be submitted to the Santa Ana Project Manager for approval. This SOW is contingent upon both TriTech 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 CAD and Mobile Acceptance Test Plan Attachment A-2 Project Change Order Attachment A-3 Interface Control Document Attachment A-4 Hardware Configuration & Site Survey Attachment A-5 CAD and Mobile Training Plan Attachment A-6 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. TriTech Responsibilities: a. Maintain project communications with Santa Ana's Project Manager. b. Manage the efforts of the TriTech staff and coordinate TriTech 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 five (5) 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 TriTech Project Manager. b. Manage the efforts of Santa Ana staff and coordinate Santa Ana activities with the TriTech 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 TriTech Project Manager on a monthly basis or as may otherwise be reasonably required to discuss project status. e. Provide timely responses, within five (5) business days, to issues raised by the TriTech Project Manager. f. Responsible for communication and costs associated with work performed by any or 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 according to the terms of the contract. j. Ensure TriTech access to server and network equipment and work areas on a 24x7 basis, with pre -authorization for off -hours. Access will comply with the TriTech site requirements document. k. Provide workspace for TriTech personnel as reasonably requested. I. Sign approved TCR's within five business days. M. For unapproved TCR's, provide cause as to why such the TCR will not be signed, including a statement of work reference and a detailed explanation as to what deliverables are not complete. 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 Kickoff Objective: Establish project schedules and procedures and introduce key project stakeholders. Task Description: The project will be initiated with a Project Kickoff including all key Santa Ana and select TriTech project team members. 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 1-13) • Conduct CAD pre -configuration work (Task 1-C) • Conduct a geofile (Map) build workshop (Task 1-D) - Task to be completed and scheduled as a follow-up task subsequent to initial kick-off • Review Requirements Validation process (Task 1-E) Responsibilities: TriTech shall: a. Designate a Project Manager who will direct TnTech's efforts and serve as the primary point of contact for Santa Ana. The responsibilities of the TriTech Project Manager include: • Maintain project communications with Santa Ana's Project Manager. • Manage the efforts of TriTech staff and coordinate TriTech activities with Santa Ana's project team members. • Provide Santa Ana with a schedule MS Project 98 format. • Report on deviations from the Project Schedule and develop mutually agreeable resolutions to such deviations. • 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 TriTech 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 TriTech Project Manager. The Change Order will follow TriTech change request Exhibit A: Statement of Work procedures. • Conduct on -site status meetings with Santa Ana's Project Manager on a cycle appropriate to the duration of the project TriTech 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 responses to issues related to project progress raised by Santa Ana's Project Manager within five (5) business days. • 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. b. 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. d. 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: a. Designate a Project Manager whose responsibilities include: • Maintain project communications with TriTech'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 TriTech in developing a detailed Project Schedule defining the detailed tasks and a schedule of TriTech and Santa Ana responsibilities. • Review the Project Schedule with TriTech's Project Manager. • Monitor the project to insure that support resources are available as scheduled. • Attend status meetings with TriTech's Project Manager. • Provide responses to issues related to project progress raised in writing by TriTech's Project Manager within five (5) business days or less. • 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 Kickoff Session. C. Ensure acceptable Standard Change Order and Approval Letters) are approved by authorized signature(s). d. Work with TriTech personnel in designing and approving of the format of an action item log to be Exhibit A: Statement of Work 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. Completion Criteria: This task is considered complete when the Project Kickoff Session has been held with TriTech representatives in attendance, an action item log has been developed by both TriTech 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: TriTech 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: TriTech shall: a. Verify with Santa Ana personnel, TriTech recommended computer processor(s), operating system software, third -party software, all associated workstations, printers, communications and related com ponents. b. Assign a hardware technician to review all of the exiting hardware, operating system software and third -parry products. C. Prepare a final hardware and operating system software requirements list, thus amending Project Deliverables (if necessary). d. Review Santa Ana's existing communications environment to ensure compatibility with the equipment and subsystems proposed, and make recommendations as applicable to meeting these requirements. e. Review Santa Ana's mobile data device types for fire and certify that they are compliant with TriTech's minimum hardware requirements for optimal application use. f. Pre -plan installation activities with Santa Ana and all 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 TriTech project team. C. Review TriTech's recommendations regarding any existing communications networks and workstations and make any and all necessary modifications identified by TriTech to ensure compatibility with the equipment and system to be installed. Completion Criteria: Exhibit A: Statement of Work This task is considered complete when: The final hardware and operating system review has been documented and submitted to the client. The document will outline each hardware device and associated TriTech software that will be installed on that device. Task 1-6: Develop Final Project Schedule Objective: Establish the Final Project Schedule 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. TriTech shall: a. Review with Santa Ana personnel the identified implementation tasks, priorities, inter- dependencies and other requirements needed to establish the final Project Schedule. b. Prepare the final Project Schedule document and deliver it to Santa Ana. C. Review the Project Schedule with Santa Ana personnel and make applicable changes. Changes will be limited by resource availability upon the part of the client and TriTech. Santa Ana shall: a. Analyze with TriTech project personnel the identified requirements and make such implementation decisions as are reasonably required to finalize the Project Schedule. b. Review the final Project Schedule and identify in writing any change request within twenty (20) business days. Completion Criteria: This task is considered complete upon the feasible project schedule that reasonably meets milestone goals. Task 1-C: Conduct CAD Pre -configuration Objective: Review TriTech CAD application with City dispatch and technical personnel to identify baseline functionality and any site -specific configuration that is required. Task Description: TriTech shall provide on -site interviews with City personnel to identify the base TriTech CAD software functionality. Additionally, TriTech will show City personnel the City -configurable changes to the CAD application and will identify what changes they will be making as part of the implementation. TriTech will also discuss any future CAD application software features that were proposed in the TriTech 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. However, for this project, no modifications are proposed. Exhibit A: Statement of Work TriTech shall: a. Review with Santa Ana personnel the specific TriTech CAD application functionality during an onsite demonstration of the product. This onsite demonstration will be referred to as the system orientation. During the system orientation, the TriTech appointed business analyst will gather pertinent information necessary for the initial building of the client's base system. 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 Fire Department', etc.). The instrument used will be a document referred to as the "module building sheet." This document outlines specific build requirements for the client's VisiCAD system. A separate document will be provided that will be considered a working journal for the duration of the project. This document details high level issues or tasks. Assigns the owner, classifies the issue, and provides a section for comments. C. Provide an on -site working demonstration of the product for review (not merely written material). The onsite product will be delivered either following the onsite software demonstration following the DOLF. Or, prior to the DOLF for the purposes of executing the DOLF at the client's site. d. Review with City personnel outstanding configuration requirements and provide written assurance that such changes will be included in the next available TriTech CAD version release. Versions are released on an annual cycle. Changes will be considered so long as they are submitted within the requirements capturing phase for the next version. Santa Ana shall: a. Assign dispatch personnel to attend the pre -configuration review. b. Identify requirements for future implementation, based on TriTech's RFP responses. Completion Criteria: This task is considered complete when TriTech has identified all configurable options for the CAD 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 available TriTech CAD release. Task i-D: GeoFile (MAP) Build Workshop Objective: To initiate the development of a dynamic GIS process for use by the TriTech products. Task Description: The workshop will enable Santa Ana to provide existing ArcView Shape Files and other material to be used for the creation of boundary maps. Responsibilities: TriTech shall: a. Conduct an initial conference call to discuss and evaluate source data and source maps as determined by the advance submission of the shape files (sent to TriTech on August 9, 2006). b. Conduct an initial conference call to discuss service boundary delineation requirements and how they are used in CAD. Exhibit A: Statement of Work C. After assessing the data, source maps, and issues discussed during Kick-off, a Geofile Project Plan will be created. The Geofile Project Plan outlines the build approach and will be submitted to Santa Ana for review. d. Create a document with a complete description of the process for, maintenance and updates. e. Discuss and resolve all outstanding issues related to the final Geofile Project Plan within five business days of receipt of any changes requested by Santa Ana. The plan will be limited to delivery dates for the following: (1) Initial centerline data analysis; Shape File conversion (1); Streets Centerline data conversion (1); Mobile mapping conversion (1); Instruction with the use of GIS link limited to 2 days; Instruction with the use of the mobile mapping configuration utilities. Santa Ana shall: a. Supply TriTech with existing ArcView mapping data. b. Appoint a geofile system administrator to be the single point of contact with TriTech to resolve all geofile issues and appoint a backup geofile coordinator to receive training. C. Ensure that all necessary GIS resources are made available to TriTech. d. Carefully review the proposed final Geofile Project Plan with TriTech personnel and provide any requested changes within five business days of the delivery of the plan. Completion Criteria: This task is considered complete once Santa Ana and TriTech have reviewed and finalized a Geofile Project Plan. Task 1-E: Requirements Validation process for CAD, Mobile, and Interfaces Objective: Review and subsequently document system tailoring and configuration requirements for the following: CAD, Mobile and any interfaces provided under this agreement. Task Description: TriTech will begin preparation of the system specification and interface 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 TriTech's Functional System Description documents and the interface control document (ICD), TriTech 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 TriTech 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: TriTech shall: a. Review, with Santa Ana personnel, TriTech'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 Exhibit A: Statement of Work process. C. Review the CAD and Mobile 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. 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 TriTech applications. b. Provide detailed specifications and definitions for all interfaces to non-TriTech 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 TriTech and identify in writing any specific deficiencies found within twenty (20) business days. e. Address any issues regarding Change List deficiencies raised by TriTech 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 have been resolved in written agreement between Santa Ana and TriTech in a single document. Reported deficiencies must have an accompanied scope and/or requirements document detailing the functionality found to be deficient. Task 2: TriTech Base Software Installation Objective: Install and test all third party software, install base CAD application at SAFD facility. Task Description: During this phase, all applicable baseline CAD 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 SAFD facilities). TriTech reserves the right to decide what software may be installed remotely. Santa Ana must provide adequate resource that will be onsite at Santa Ana when remote installation tasks are executed. Responsibilities: TriTech shall: a. Install the application software at SAFD 10 Exhibit A: Statement of Work 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 CAD licensed software within this configuration. d. Test the initial operation of the baseline CAD 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 CAD application software. Completion Criteria: This task is considered complete when the primary CAD and third party application software has been installed on the SAFD hardware and has been certified by TriTech to be operational. Task 3: Geofile Installation/Training (Map Maintenance) Objective: Prepare Santa Ana map data for insertion into the TriTech CAD environment. This will consist of a single conversion of Santa Ana provided routable data. Task Description: Install converted centerline data. Convert and install the initial City GIS Map into TriTech CAD Application and train City GIS personnel in the proper workflow to update their centerline data. The City shall provide TriTech with their base GIS data for analysis and conversion into VisiCAD. Upon receipt of the source GIS data, TriTech will provide the City with an analysis report of the source data for use with VisiCAD. This report will identify any problematic areas with the source data and make recommendations to the City on what needs to be corrected before doing the conversion and import into the CAD. Once the data corrections have been made (if any are required) TriTech will perform the conversion and import into VisiCAD. Any updates to the source data after the conversion will be the responsibility of the City by use of our GISLink Utility, which will allow them to update their VisiCAD GIS data. TriTech has proposed a single map conversion per their response to the RFP. Responsibilities: TriTech shall: a. Identify the source data requirements for a routable TriTech streets database. b. Translate existing Santa Ana map data into the required TriTech format. C. Suggest data Workflow and Map Validation routines. d. Train Santa Ana personnel to edit/update the CAD centerline map environment. e. Supply Santa Ana with standard documentation on the Map Update procedures. Santa Ana shall: a. Provide TriTech with base map data. b. Identify Santa Ana personnel from both the GIS Department and the Dispatch group that will act as System Administrators who will have the ongoing responsibility for map creation/editing. Exhibit A: Statement of Work Completion Criteria This task will be considered complete when the initial map has been inserted into the TriTech CAD environment and Santa Ana personnel have been trained in the proper procedures for map updates and inserting an updated map into the CAD environment. Task 4: CAD Configuration Objective: Configure CAD for Santa Ana and provide instruction to Santa Ana on configuration procedures. Task Description: Conduct all CAD software tailoring that is the responsibility of TriTech based upon standard and ordinary site -specific set up processes (i.e., modifying site -specific information such as headers/footers, etc.). TriTech will conduct an onsite training course for designated Santa Ana personnel so Santa Ana personnel acquire the knowledge necessary to enter all the data in the CAD database tables (incident types, status codes, vehicle configuration, etc.), to configure the available parameters to meet Santa Ana's operational needs of the CAD system (fire run cards, traffic stops, call stacking options, etc.), and to develop status windows for display of desired incident and unit information (pending call queues, active unit display, etc.). TriTech will build out the "core" or "baseline" VisiCAD system, including all of the necessary code files and configuration settings based upon our Business Analyst findings during system orientation. TriTech's Business Analyst will work with the City staff to understand their business rules, code files, workflow, data gathering etc. This information will be gathered during the System Orientation. Responsibilities: TriTech 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 CAD system administrator, on completing the entry of data in the CAD database tables. TriTech will make use of any existing files from the current TriTech CAD installed in SAFD (to the extent such data is not corrupt), and will also make use of any code tables constructed for use in the MotoCAD product. Lastly, should any TriTech clients possess base database files, they will be provided to SAFD for consideration as a basis for the VisiCAD. 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 TriTech engineer shall evaluate the parameters and databases for accuracy and completeness. Santa Ana shall: a. Assign appropriate personnel, to include the CAD system administrator and other participants of the CAD Pre -Configuration Workshop, to attend the CAD Configuration training course. b. Complete the entry of all data in the CAD database tables prior to the Train the Trainer course. Completion Criteria: This task is considered complete when TriTech has provided the described training to Santa Ana 12 Exhibit A: Statement of Work personnel. Task 5 CAD Subsystem Interfaces Objective: Develop, install and test all CAD 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. Responsibilities: TriTech shall: a. Design, transfer, install and unit test all software required for the CAD subsystem interfaces (defined in Exhibit B) resulting in their operating in accordance with the Functional System Description, Change List and Interface Control Documents. b. Identify all required information on record layouts and documents necessary to establish interfaces 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 a contractor -caused delay). Santa Ana has made every effort to include interface specification requirements in the attached interface control document. However, TriTech 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 interfaces 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 TriTech 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. All re -hosted interfaces will use existing documentation, and for new interfaces, there will be new materials provided. Task 6: Mobile Implementation Objective: Install, configure and demonstrate Mobile functionality. Task Description: 13 Exhibit A: Statement of Work TriTech will provide the Mobile software, to provide messaging via CAD/Mobile software, logging, syntax translation (require definition and specification), and security capabilities for Mobile Data Computers (MDCs), as outlined in the Functional System Description, including the interfaces defined in Exhibit B. The software license will support site license mobile units. Responsibilities: TriTech shall: a. Request record layouts and documents necessary to establish interfaces with all local and remote systems and facilities immediately upon contract signature. b. Install, tailor and unit test all software required for the mobile subsystem interfaces (defined in Exhibit B) resulting in their operating in accordance with the Functional System Description, Change List and Interface Control Documents. Santa Ana shall: a. Provide requested information on record layouts and documents necessary to establish interfaces 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 TriTech 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/hardware is necessary for task completion. Task 7: Software Receipt and Installation Objective: Install, configure and demonstrate software necessary for the operation of the TriTech's mobile client. Task Description: During this phase, the message switch software will be installed and performance certification completed on the system hardware. All applicable software, as well as equipment vendor's operating system software, necessary for this phase of the project to be completed, will be loaded on Santa Ana's server equipment. Responsibilities: TriTech shall: a. Provide Santa Ana with an inventory list, including serial numbers, of all equipment delivered to 14 Exhibit A: Statement of Work Santa Ana related to the scope of services. b. Configure and install the mobile client, to include the operating system software, the communications PC card and TCP/IP configuration and peripheral equipment (i.e., workstations) in City. C. Configure message switch including address and user tables. d. Conduct the following on -site testing: • Wireless Connectivity • Messaging • CAD Connectivity e. Install and configure the mobile software on five (5) Santa Ana -supplied mobile data computers (MDCs) for the purpose of training Santa Ana staff with regard to mobile client installation. f. Demonstrate the primary operation of Santa Ana -supplied MDCs for the purposes of receiving dispatch messages, entering status changes, displaying data from CAD data files. g. Install the required equipment vendor operating system software on the servers and associated equipment. h. Provide written certification upon successful installation. Santa Ana shall: a. Provide all mobile hardware. b. Provide a person or persons designated as a training officer for Santa Ana Fire personnel with regard to mobile. C. Provide a person or persons responsible for the installation of the mobile client. This person or persons will be responsible for the administration of the mobile server in terms of configuration file additions. d. Be available to address and answer questions that arise during the installation of the baseline application software. e. Assume responsibility for preparing Santa Ana -owned network, electrical and telephone connections for the proposed TriTech products. Completion Criteria: This task is considered complete when the message switch and third parry software has been installed at Santa Ana and the related mobile hardware and mobile software has successfully passed testing by SAFD and certified by TriTech, to be operational per the RFP response and TriTech's baseline documentation. Task 8: TriTech Mobile Tailoring and Configuration Objective: Tailor and customize mobile client according to Santa Ana specifications. Mobile tailoring will be constrained by the existing TriTech mobile product and functionality. No software modification changes are proposed for this project. Task Description: TriTech software tailoring and configuration is to be performed by TriTech personnel based upon Santa Ana's mobile data requirements and Change List documents as approved by Santa Ana. 15 Exhibit A: Statement of Work Responsibilities: TriTech shall: a. Tailor, customize and unit test proposed MDC screens in accordance with the Change List documents. b. Customize the status codes available to mobile users. C. Install and configure the mobile server to CAD Interface.. Santa Ana shall: a. Verify the tailoring and configuration is complete, according to the agreed upon configuration list (developed in Task 1-C). Completion Criteria: This task is considered complete once all tailoring and configuration changes have been made to the mobile software, and the Client has verified such completion against the configuration list created in Task 1-C. Task 9: TriTech Mobile Technical/User Training Objective: Conduct TriTech technical and user training. Task Description: One (1) electronic set of user and technical documents will be provided for each installed system. A train -the -trainer course will be provided by members of TriTech's training personnel to designated Santa Ana Fire Staff (unless some other arrangement is made by mutual agreement of TriTech and Santa Ana). The approximate duration of this course is two days. Responsibilities: TriTech shall: a. Provide TriTech-provided application and hardware training for Santa Ana Technical and Training staff members for all installed software and hardware, as presented below and on a mutually agreed to schedule. 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 TriTech's documentation standard at the time of delivery. C. Provide one (1) complete set of technical and user manuals for all TriTech subsystems installed in the form of reproducible black & white masters and machine-readable documents in Microsoft Word 2000 or higher format, based upon TriTech's documentation standard at the time of delivery. d. Allow Santa Ana to videotape any training class for the purpose of presentation to future Santa Ana training classes. Santa Ana shall: 16 Exhibit A: Statement of Work a. Designate and assign personnel to receive mobile train -the -trainer training in a group not to exceed ten (10). 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 TriTech 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 CAD 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, both user and technical is completed. Task 10: TriTech Mobile Functional Testing Objective: Perform functional tests of TriTech Mobile applications. Task Description: Demonstrate the applicable functions and features of the mobile functionality as defined in the TriTech specification documents, Santa Ana's configuration requirements and the Acceptance Test Plan. Santa Ana staff will perform functional testing of the TriTech subsystem with assistance provided by TriTech. Responsibilities: TriTech shall: a. Utilize the Acceptance Test Plan (ATP) as a guideline for all functional tests. The ATP must define functionality as those defined in the TriTech RFP Response, the TriTech Documentation, and the Configuration Requirements defined in previous tasks. b. Provide test data for conducting functional testing. C. Certify all applicable software, subsystems and ancillary systems as ready for functional testing. d. Demonstrate the tailored and configured functions of the installed subsystem. e. Review any discrepancies in functionality identified by Santa Ana. Software or documentation shall be corrected prior to TriTech Final Certification as needed to correct the discrepancies as identified. Santa Ana shall: 17 Exhibit A: Statement of Work a. Verify each function identified in the ATP to its operation as documented. b. Document each discrepancy of functionality per the ATP.. C. Work with TriTech to identify the type of correction needed to ensure that each subsystem conforms to the ATP. Completion Criteria: This task is considered complete when TriTech's mobile system has been demonstrated to operate in accordance with the TriTech specification documents, Santa Ana's configuration requirements and the TriTech Acceptance Test Plan on six (6) Santa Ana -supplied MDCs (the installation of the mobile software on the remaining Santa Ana -supplied MDCs is not required for task completion). Task 11: Deliver TriTech Mobile As -Built Specification Documents Objective: Document and deliver the TriTech As -Built Specification Documents supplemented by documentation that will support the user's utilization of the subsystem. Task Description: TriTech will modify the baseline specification and interface control documents to reflect the specific changes required for implementation. TriTech will supplement the documentation above to support the user's utilization of the application. At a minimum, the supplemental documentation will include a schema, data dictionary and error code dictionary. Other features will be mutually agreed to between the City and TriTech. Responsibilities: TriTech shall: a. Prepare final TriTech mobile As -Built Specification documents. b. Prepare final interface control documents for each interface installed. C. Incorporate mutually agreed -to revisions into the supplemented documentation described above and deliver a set of final documents to Santa Ana. Santa Ana shall: a. Review the TriTech As -Built specification documents submitted by TriTech and identify in writing any specific deficiencies found within twenty (20) business days of receipt. b. Review the final interface control documents submitted by TriTech and identify in writing any specific deficiencies found within twenty (20) business days of receipt. Completion Criteria: This task is considered complete upon submittal of the finalized as -built documentation and City accepted TriTech as -built specification and interface control documents. Task 12: Deliver CAD Documentation Objective: Document and deliver the CAD Documentation described in TriTech's Proposal to Santa Ana, to include training guides, reference guides, configuration guides, system administration manuals and related standard documentation supplemented by 18 Exhibit A: Statement of Work documentation that will support the user's utilization of the subsystem. Task Description: Should any site -specific changes be made to the CAD application following Task 1, TriTech will reflect such changes into the baseline functional specification documentation. TriTech will also provide documentation on completed CAD interfaces. Responsibilities: TriTech shall: a. Prepare final CAD specification documents. b. Supplement the interface 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 (if necessary). Santa Ana shall: a. Review the CAD specification and interface control documents (described above) submitted by TriTech 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 CAD as -built documentation and interface control documents, following a review and correction process. Task 13: CAD Functional Testing Objective: Perform functional testing of CAD. Task Description: Demonstrate the applicable functions and features of CAD as defined in the ATP (to include functionality defined in the TriTech RFP response, the as -built documentation and the configuration list defined in Task 1-C). Santa Ana staff will perform functional testing of the CAD subsystem with assistance from TriTech. Responsibilities: TriTech shall: a. Utilize the ATP as the guide for all CAD functional testing. b. Provide production data files needed for functional testing. C. Certify all applicable software and subsystems as ready for functional testing. d. Review any test discrepancies identified by Santa Ana. e. Software or documentation shall be corrected prior to final acceptance as needed to correct the discrepancies as identified. 19 Exhibit A: Statement of Work Santa Ana shall: a. Document each discrepancy between the CAD subsystem functionality and the ATP material. b. Work with TriTech 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 CAD has been demonstrated to operate in accordance with the TriTech RFP response and the system acceptance test plan criteria, thus passing the functional tests. Task 14: CAD Subsystem Integration Testing Objective: Perform integration testing of the CAD subsystem, Mobile and other interfaces. Task Description: Demonstrate all internal and external interfaces to ensure that the combined CAD subsystem, and Mobile application operate as defined in the as -built CAD and Mobile documentation, the ATP and the interface control documents. Responsibilities: TriTech shall: a. Certify the interfaces as ready for integration testing. b. Demonstrate all inter -system communications between installed TriTech systems and between TriTech and non-TriTech systems, according to the as -built CAD and Mobile documentation, the ATP and the interface control documents. C. Assist 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. Santa Ana shall: a. Conduct test procedures and verify all inter -system communications between installed TriTech systems and between TriTech and non-TriTech systems to ensure conformance with the as -built CAD and Mobile documentation, the ATP and the interface control documents. b. Identify in writing each discrepancy between subsystem and ancillary system functionality and the as -built CAD and Mobile documentation, the ATP and the interface control documents within ten (10) business days. C. Work with TriTech to identify the type of correction needed to ensure that each subsystem and ancillary system conforms to the as -built CAD and Mobile documentation, the ATP and the interface control documents. Completion Criteria: This task is considered complete when the internal and external interfaces (defined in Exhibit B and any change orders) and other TriTech licensed software has been verifiably operational according to the as - built CAD and Mobile documentation, the ATP and the interface control documents. Any discrepancies discovered following the completion of this task shall be corrected prior to final acceptance and 20 Exhibit A: Statement of Work subsequent payment. Task 15: CAD Technical/User Training and Related Training Documentation Objective: Conduct CAD technical and user training. Task Description: One (1) set of user and technical documents will be provided for each installed system. The training will be provided by members of TriTech's training personnel (unless some other arrangement is made by mutual agreement of TriTech and Santa Ana). Responsibilities: TriTech shall: a. Provide CAD training for Santa Ana Technical and Training staff members for all installed CAD 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 TriTech'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 TriTech subsystems installed in the form of reproducible black & white masters and machine-readable documents in pdf., Microsoft Word 97 or higher format, based upon TriTech'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 TriTech 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 CAD 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. 21 Exhibit A: Statement of Work Completion Criteria: This task is considered complete when the scheduled technical and user training on each installed subsystem is completed. Task 16: CAD Production Cutover Objective: Place CAD into Production Operation. Task Description: Once functional testing is complete, TriTech will certify the CAD 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 CAD product as well as the newly installed TriTech CAD product to foster comfort in system operation. TriTech personnel will be on site for pre -live cut and post -live cut support. After cutover to live operations, a 30-day reliability test period will begin. Responsibilities: TriTech shall: a. Assist Santa Ana staff in placing CAD into a production status. b. Monitor the initial operation of CAD 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 (S) hours per day for three (3) calendar days on -site to monitor the subsystem. The exact hours will be determined by Santa Ana. TriTech 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 TriTech. Completion Criteria: This task is considered complete when CAD is placed into production operation. Task 17: CAD Subsystem Reliability Testing Objective: Verify the level of reliability of CAD in a production environment. Task Description: Verify that the CAD subsystem demonstrates reliable operation in a production environment. CAD will demonstrate critical subsystem availability levels of 99.999% or better for a thirty (30) calendar day Reliability Testing period. If subsystem availability is interrupted due to a critical or high priority failure, the Reliability Testing period 22 Exhibit A: Statement of Work will resume from the beginning and continue until this level of reliability has been demonstrated for at least thirty (30) consecutive calendar days. The CAD subsystem will be considered "down" if there is a failure of any CAD software module or hardware or any component that prevents event entry, dispatch or status monitoring functions. Downtime will begin at the time that the designated TriTech contact person has been notified of the failure. In the event that the subsystem is considered to be "down" during this test period, CAD operation will be suspended, the problem is considered "major;' and immediately diagnosed and corrected. After installa- tion of the appropriate corrections, the test period will restart from Day 1, or The Reliability Testing process can be temporarily suspended upon agreement between City and TriTech for scheduled changes, software corrections or upgrades. In this event, the test period will resume when the subsystem is again operational, without logging downtime. Responsibilities: TriTech shall: a. Identify a point of contact for logging system interruptions that is available 24/7 during the reliability testing period. Santa Ana shall: a. Utilize and monitor the CAD subsystem in a production environment. b. Prepare the site as necessary (i.e., ensure communication lines are installed and available, any City -provided equipment and external systems are operational, etc.). c. Contact TriTech personnel in a timely manner in the event of subsystem problems or failures Completion Criteria: This task is considered complete after CAD has demonstrated critical system availability levels during the test period of 99.999% or better for a consecutive and uninterrupted thirty (30) day Subsystem Reliability Test period, commencing at the completion of CAD Production Cutover. Task completion will be confirmed by the City's signature on the task completion letter presented by TriTech. Task 18: CAD Refresher Training Objective: Provide CAD Refresher Training. Task Description: TriTech 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 TriTech 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 TriTech personnel. Responsibilities: TriTech shall: a. Provide CAD Refresher Training for Santa Ana Technical and/or Training staff members. Training 23 Exhibit A: Statement of Work will be provided on -site for a consecutive five (5) day period [not to exceed eight (S) 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 TriTech 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 CAD 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 TriTech-provided on -site Refresher Training. Task 19: Total System Integration Validation Objective: Provide System -Wide validation of functionality as identified in the TriTech RFP response, the as -built documentation, the interface control document, and the acceptance test plan. Task Description: Upon acceptance of the final installed subsystem or interface (whichever occurs last), a final validation test will be conducted to insure that the totality of all systems are operational per the TriTech RFP response, the as -built documentation, the interface control document, and the acceptance test plan. Responsibilities: TriTech shall: a. Meet with Santa Ana staff to discuss project completion and review all outstanding action items with Santa Ana project team. b. Identify target resolution dates for any identified issues requiring correction. C. Review the TriTech RFP response, the as -built documentation, the interface 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: 24 Exhibit A: Statement of Work a. Prepare final action item list, identifying any issues requiring resolution. b. Work with TriTech 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 TriTech RFP response, the as -built documentation, the interface control document, and the acceptance test plan. Any TriTech supplied system, subsystem, ancillary system, interface or service that is not in concert with total system operation will prevent final payment of any moneys subject to holdback. 25 Attachment A-1 CAD and Mobile System Acceptance Test Plan Parameters Functionality Test Criteria. doc Attachment A-2 Project Change Order Change Order TerrplateAs Attachment A-3 Interface Control Document ATAY " J ICD_CAD-To{AD K Fire Alerting IRD- Stardard eystone.doc E911.doc Attachment A-4 Hardware Configuration & Site Survey 3DSite Prep Qide.pdf Exhibit A: Statement of Work 26 Exhibit A: Statement of Work Attachment A-5 Definitions AFR Automated Field Reporting ALI Automatic Location Identification a character -based data packet received from the E9-1- 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 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). VisiCAD The TriTech Computer Aided Dispatch 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 Dispatcher Designated person for performing public safety command control of resource functions within the Communications Center. 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 CAD 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. Mobile Mobile Data System. RMS 24/7 Records Management System —separate software application to collect and collate data from the CAD system and collect additional data entered by users to create a permanent records of events. 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). WAN Wide Area Network (WAN). 27 Functional Test Criteria The purpose of this document is to provide the structure, parameters and forms to be used during Functional Testing of the TriTech products (CAD, MOBILE and Associated Interfaces). During the testing process, a command -by -command test of the system to ensure the system functions as indicated by TriTech in their RFP response, the as -built documentation and the configuration list developed in Task 1-C. Methodology The following defines the general test procedure: • Problem/Exception Reporting - Throughout the testing cycle, unexpected results, problems, and/or exceptions will be formally logged and reported immediately to SAFD's Project Manager, using an approved Testing Error Form. Printed forms will be supplied to each tester prior to commencement of testing. Problem/Exception Resolution - Newly reported problems will be examined by both SAFD and TriTech personnel. TriTech will examine the problem, then develop and deliver a fix or patch. Should an error occur that impedes the operation of the product, TriTech will work continuously until the error is corrected. Should an error occur that impedes the proper operation of a module, or a large component of a module that would prevent the use of the module, or should any other error be reproducible and definable, TriTech will correct the error prior to functional testing passage. Failure to correct such errors will prevent task completion, and system acceptance (that is to say the acceptance of both the product as well as the total system). TriTech will notify the SAFD when recorded problems have been resolved. SAFD will then retest the item(s) by prioritizing newly completed fixes over the scheduled test plan. • Additional Testing - As problems are discovered, additional testing may be required to confirm that they have been resolved. SAFD will continue the test process even though additional problems may be found (unless SAFD and TriTech jointly agree that a problem or set of problems makes continued testing impractical). • Test Completion - Once the test cycle is complete, defects identified during the test as Priority 3 — 6 will be included on the systems' "Punch List". Resolution of this Punch List is part of the software process and will not preclude user training and implementation. Additional problems that may be found outside of this list will be resolved through normal warranty procedures. Functional Testing Procedure Functional Testing is a command -by -command test of the product to ensure that the product functions per the RFP response, the as -built documentation and the configuration list developed in Task 1-C. Using these documents, SAFD will craft a controlling document which identifies each of the product's transactions, commands, screens, displays, functions and features to be tested. The testing of each module should be executed using a standard format by all testers, using the test guide (a simple format to be developed by SAFD 30 days prior to testing) to validate each module's functionality, noting the following: Date Date the individual performs the testing Product Name of product being tested Module Identify the module to be tested Documentation Is the documentation for the topic correct? Compliance Does the product's operation comply with the specification as identified in the guide? Error Form Number Any associated testing error form regarding the topic Tester Initials Name of individual performing the testing Any area of non-compliance should be submitted on the testing error form. Printed samples of all erroneous output should be forwarded to the SAFD Project Manager immediately. These sample outputs will be used to identify and correct problems and update the as built documentation. Any items that do not operate as specified will be listed on a "Punch List". All items on the punch list will be corrected and retested prior to SAFD's passage of the product. Any errors and/or omissions in the as built documentation discovered during the testing phases will be reported and resolved. In some cases, the inconsistency will be corrected by modifying the documentation where there is no loss of required functionality. Such corrections must be made prior to system acceptance. Associated Interfaces Functional Acceptance Testing of the associated (internal/external) interfaces will be conducted following the development of said interfaces. All components will be tested and demonstrated to SAFD individually, and then as an overall system. The test scenario for the associated interfaces will ensure that a variety of requirements are met in the product, and in the case of the totality, the system. Any errors and/or omissions in the system manuals discovered during the testing phases would be reported and resolved in the same manner as problem/exception reporting described previously. The associated interfaces that will be tested include all of those identified in Exhibit B. The test plan assumes that interfaces have been developed and are live prior to the test period (failure to achieve live interfaces prior will delay the test start date as it is required for accurate testing). Testing Reporting Procedure All problems should be reported to the SAFD Project Manager using the approved Testing Error Form. The testers may be asked to follow up with reports, screen prints or other examples. To complete the form, the tester must furnish the following information: Priority Level Problems should be prioritized as follows: 1. Critical/High Priority - System is inoperable and/or data base integrity is endangered. 2. Critical/Low Priority - A major component is not fully operational; usage is restricted. 3. Non-Critical/High Priority - An application is not functioning correctly; however, the system is operable. 4. Non-Critical/Low Priority - Not a serious problem but one that nevertheless requires correction in order to achieve the functionality stated in the as built documentation. 5. Request for Change - A minor flaw in the user's perception of how the application operates. Such errors may be acceptable to SAFD, and may be placed on the product's roadmap for future enhancement. Such approval rests solely with SAFD. 6. Request for Clarification - Need TriTech assistance in resolving the problem through workarounds or other in-house assistance. Product Product being tested. Reference No. Unique number assigned to each form for tracking purposes. Operator ID Name of the tester discovering the problem. Terminal ID Identification of the terminal on which the problem occurred. Reproducible? Indicate whether the problem can be reproduced. (This is a "yes" or "no" field.) Example Attached Indicate whether an example is attached. (This is a "yes" or "no" field.) Examples should be attached whenever possible to assist in the diagnosis of the problem. Verified By Person who verified or reviewed the event, and the date it was verified/reviewed. TFlITECH :.InudddAyyy) Dare., Bill to: Change Order: C'O XXXX To be assigned when document approved by client) Client Project #: XXXX 12_3 Main Sneei Project Manager: XXXX Anylow u. ( A 9u999 Client Contact: Project Manager Contact Phone: ###-###-##k# Ship we sure XXXX Sales Order: Contract Number: XXXX Contract Date: MM/DD./YF)r Y PO Reference: PPP-PPPPPP Brief description of the change. If the change requires rec ificnfions to software or scope language, a separate document will he provided outlining the change in a proper form given the type A change. For instance. if the change is io a feature of an interface, an accompanying interface requircrneNs document i IRD) will be attached. Proiect Additions ID SO/CO T Qty Item Oe—ilnmv list Price Diuount Net 1 S $ - $ - 2 $ $ 3 $ $ $ 4 $ $ 5 $ 6 $ $ 7 $ $ b S $ $ $ Additions Sub -Total: Proiect Deletions ID SO/CO T Qt Item 1Nn tl'ion SO Price 9 .XXXX I Project Deletion, $1,000.00 51.000.C10 10 o.na 11 $ 12 $ 13 14 S 15 16 Deletions Sub -Total: $ I,01)0.00 Net Proiect ChanLe Total Additions: 5 - Total Deletions: $ I f100 DO Change Order Net Total: $ 1.000.00 Credit Applied: $ Nnte CreJltliu. Irvm uppheJfrnmpaYmmh mMr uFo;;urdeleJmu i,ld;;r $ 1,000.00 TaTech Soffware Systems 9860 Mesa Rim Read Conlitlentialand Proprietary San nie9o. CA 92121 How the dclation is to be applied within proieci accounting Nrnrs. Discount on Software: Q Yes ON. Discount on Services: ❑ Y�. EINo Sales Tox Included: ❑ Yam. QN., Travel Included: ❑ Yam. E:]No Shipping Included: ❑ Yt,. QNo PM Involved: ❑ Y�. DNo Trffxh Sohware Sysfems 9860 Mesa Rim Road San Diego, CA 92121 Ccn{ideniial and Proprietary Attachment A-5 Interface Control Document 1. SAMPLE Interface Name ( CAD to CAD (Keystone) TriTech will provide an interface between Santa Ana Fire's TriTech CAD and a Keystone CAD. This interface will be a custom CAD to CAD that will allow for the remote incident and information sharing, requesting resources from other agencies between SAFD (TriTech) and the Keystone CAD. TriTech will work with the City to develop an Interface Requirements Document (IRD), which details the functional requirements and user interactions from the VisiCAD system to the Keystone CAD. The City will be required to facilitate coordination between other agencies and Keystone if necessary. The basis of this interface shall be in accordance with the specified guidelines documented in the Version 2.1 CAD DATA SERVER - APPLICATION INTERFACE DOCUMENT provided by Keystone and MetroNet. TriTech System This interface shall be a bi-directional interface to the Keystone CAD. The Interface interface shall be enabled to: • Send heart beat packets to the Keystone CAD. • Receive heart beat packet replies from the Keystone CAD. • Receive initial incident information from the Keystone CAD for the purpose of creating an incident within Santa Ana Fire Department VisiCAD application. • Send incident information for incidents created in Santa Ana Fire Department CAD to the Keystone CAD • Receive incident update information from the Keystone CAD, for the purpose of updating the matching VisiCAD incidents in Santa Ana Fire Department CAD (VisiCAD). • Send updated incident information from Santa Ana Fire Department CAD, for the purpose of updating the matching incidents at other Keystone CAD. • Send unit status times as they occur within an incident at the Santa Ana Fire VisiCAD application. • Receive unit status times for units that are attached to Keystone CAD incidents as they occur, and to update the unit times to a matching incident within VisiCAD. • Send unit status and position information from the Santa Ana Fire CAD to the Keystone CAD. • Receive unit status and position information from the Keystone CAD to the Santa Ana Fire CAD. External System n/a Interface Protocols As per Keystone Version 2.1 CAD DATA SERVER- APPLICATION INTERFACE DOCUMENT. ASCII Protocol is specified. Hardware Interface n/a WA TriTech Tasks . Perform requirements capturing and review of the suggested interface design. • Provide an interface requirements document (IRD) which describes the features and functionality of this interface. • Provide system administration training for the configuration of the CAD - To -CAD interface to TriTech VisiCAD • Provide the initial installation and configuration of the CAD -To -CAD interface. • Perform Acceptance Test Procedures. The subject matter of the ATP will be the functionality described within the IRD. City Tasks . Review and sign off on all IRD's related to this interface. • Participate with Acceptance Testing Procedures. • Facilitate the cooperation of each and every participating agency. • Distribute the TriTech standard API to the participating agency. Comments This is a custom CAD -to -CAD interface and TriTech will need to work with involved agencies and vendors to facilitate design of this custom interface. Attachment A-5 Interface Control Document 1. SAMPLE Interface Name I Zetron 2616 The station alerting Interface will activate the City's existing Station Alerting System. The City utilizes Zetron which activates station alert activities (i.e., tones, lights, doors and safety features) through FILL - WAN, radio system, lease line telephone system, etc,. The Primary equipment, which controls this system, is located in the same room as the VisiCAD Servers and Message Switch. This Interface requires that the Station Alerting System be designed or modified to accept an electronic transmission from the VisiCAD Message Switch to activate alerts at the applicable stations. This interface is through a serial, LAN, WAN, etc connection. If a serial connection, the VisiCAD Message Switch will communicate to the Station Alerting equipment through a multi -serial port terminal server on the LAN. VisiCAD Command will identify stations that require alerting based on unit assignments for an incident. The VisiCAD Message Switch will activate the Station Alerting System by passing a defined message string to the Station Alerting System. The Station Alerting system will then manage the actual station TriTech System The Zetron Station Alerting System consists of two main components: the Model Interface 6 Fire Station Transponder and the Model 26 Status/Control Panel. The Model 6 resides in the fire station and provides an audio interface to the station's PA system, a data interface to digital 1/0, and visual status indicators. The Zetron Model 26 Status/Control Panel resides within the dispatch center. It has push buttons that represent individual fire stations, indicators lights for unit status, and a computer interface for automated dispatching. Under manual operation when a button is pressed, it dispatches (alerts) the proper fire stations. The resultant data packet signaling the alert is transmitted to the designated fire station Zetron Model 6, the alert is automatically acknowledged by the Zetron Model 6. If the alert is not received on the first transmission, the Zetron Model 26 resends the alert up to four times to ensure its successful receipt. The Zetron Model 6 has status buttons for the field user to select to change a unit's status within the CAD and indicate at the station the current status of the unit. The computer interface functions so that when a dispatcher within VisiCAD commits a unit or initial assignment of multiple units, the VisiCAD message switch (VMS) will identify the unit(s) and the station(s) the units are associated with. The VMS will upon identifying the station(s) and notify the Zetron Model 26 of those stations by sending it the appropriate hexadecimal message (Zetron defined data stream) which relates to the committed stations. An ACK will be returned from the Zetron Model 26 if the message transmission is successful. The interface will intercept this acknowledgement message and make an entry to the Activity Log that the ACK was received. If the VMS does not detect the acknowledgment, it will resubmit the data stream. The interface shall then wait for the field users to press the "Acknowledgement' button on the station Zetron Model 6, when this is received the interface shall make an entry to the activity log and the incident comments. External System The Zetron 26 acts as a centralized controller to the model 26. The model 26 will Interface interface to the model 6. The interface between the two devices is not the res onsibilit of TriTech software systems. Protocols The connection to the Zetron Model 26 is a serial part connection. The connection will be made through a DB9 connector with a three wire transmit and receive with ground. The transfer rate is between 4800 and 9600 Baud. The cable plugs into the CAD/printer port on the Zetron Model 26 WA TriTech Tasks . Perform requirements capturing and review of the suggested interface design. • Provide an interface requirements document (IRD) which describes the features and functionality of this interface. • Provide system administration training for the configuration of the Zetron 26 interface to TriTech VisiCAD • Provide the initial installation and configuration of the Zetron 26 interface. • Perform Acceptance Test Procedures. The subject matter of the ATP will be the functionality described within the ]RD. City Tasks . Provide TriTech with the Model 6 vehicle positions. • All hardware and configuration of the Zetron model 26 and 6 • Review and sign off on all IRD's related to this interface. • Participate with Acceptance Testing Procedures. Comments TRITECH SOFTWARE SYSTEMS TriTech Software Systems 9860 Mesa Rim Rd. San Diego, CA 92121 Phone: 858.799.7000 Fax: 858.799.7382 Email: Kemi.DarbeaUiOTHTech.com VisiCAD CommandTM Interface Requirements Document Standard E-9-1-1 Interface Standard E-9-1-1 Interface Document Change History TriTech Software Revision 1.1.1 Date 1/20/2006 Editor Kemi Darbeau 1.1.2 1/26/2006 N. Golzadeh Edits to the Document 1.1.3 1/31/06 N. Golzadeh More edits 1.1.4 02/01/06 Kemi Darbeau Edits to section 3.4 Interface Requirements Document 2 of 11 Standard E-9-1-1 Interface TriTech Software Table of Contents 1. Glossary....................................................................................................................4 2. Introduction.............................................................................................................. 4 3. Functionality..............................................................................................................4 3.1 Use Case: Matching Attendant Stations to VisiCAD Workstation ........................4 3.2 Use Case: Call -Taking Display Method...........................................................5 3.3 Use Case: Populating Data into Emergency Call -Taking Screen .........................5 3.4 Use Case: Wireless E911 Phase II Processing..................................................6 3.5 Use Case: Detecting E911 Wireless Phase II Rebid..........................................6 3.6 Use Case: Address Conversion......................................................................7 3.7 Use Case: Heartbeats from E911 Controller....................................................7 3.8 Use Case: Acknowledgement to E911 Controller..............................................7 3.9 Use Case: Logging.......................................................................................7 4. Additional Design Constraints...................................................................................... 8 5. Workflow...................................................................................................................9 6. Implementation Tasks and Assumptions.......................................................................11 7. Disclaimer................................................................................................................11 Interface Requirements Document 3 of 11 Standard E-9-1-1 Interface TriTech Software Systems Glossary TERM Definition TriTech TriTech Software Systems SA System Administrator Client Interface The software module described herein VMS VisiCAD Message Switch VisiCAD Command The CAD Users I Customer personnel who perform dispatcher and call -taking functions Client I Client 2. Introduction The VisiCAD E911 Interface will transfer data from the E911 system into VisiCAD Command in order to display and record incoming 911 data specific to the caller's address location and telephone number. The information being captured will be used for the features outlined in this document. This standard VisiCAD interface provides a one-way transfer and management of data from the E911 controller to VisiCAD. Once the call -taker answers the call, the ALI trunk will assemble a data stream of fixed length or delimited fields that contain the attendant number, the telephone number, the location information, etc., and send the data packet to the VisiCAD Interface via an RS-232 (serial) connection. Once the interface receives a valid data packet, the data will be processed, storing selected fields into the VisiCAD database, and notify VisiCAD Workstations of the event. The target VisiCAD workstation will process the event by automatically opening a new Emergency Call Taking screen with select E911 data populating predetermined display fields. Alternatively, VisiCAD can be configured to initially display a pop-up verification window with summary information regarding the incoming E911 data. This Verification pop up window will ask the user if they want to accept or decline the information that is being displayed. If the user accepts the information displayed, the E911 data will be imported into the Emergency Call Taking Screen as described above. If the user declines the information, the E911 data will be discarded and a blank Emergency Call Taking Screen will be displayed. TriTech Software Systems is responsible for providing and initially configuring the VisiCAD E911 Interface software, and selecting the method of connection. CLIENT is responsible for the E911 controller, any necessary cabling, or communications connections, and arrangement and funding of any work. The customer understands that changes made to the E911 controller and/or network, including the format of delivered data, may disrupt the operation and functionality of this interface. 3. Functionality 3.1 Use Case: Matching Attendant Stations to VisiCAD Workstation The Interface provides a configuration to enable the user to set up the links between each phone system attendant station and corresponding VisiCAD workstation. Upon receipt of an E911 call, the Interface will identify the corresponding VisiCAD workstation with the E911 System attendant station number provided by the ANI/ALI data spill. The E911 Interface will then process the data, and, if a valid match exists, the interface will direct processing to that workstation. Alternatively, all incoming E911 data can be directed to specified VisiCAD workstation(s), regardless of any attendant station identification provided in the E911 data. If no match for the attendant number is provided for the ANI/ALI data spill. A VisiCAD Activity Log entry will be made with a format of: [Date Time] + [Activity] + [Comment]. Interface Requirements Document 4 of 11 Standard E-9-1-1 Interface TriTech Software Example: Date Time Activity Comment Date time of the log entry ANI/ALI ANI/ALI Line ID ## is Response_ANI/ALLid: #### not mapped to any workstation. 3.2 Use Case: Call -Taking Display Method Through the E911 Interface setup, the SA can specify the method by which the data is displayed within VisiCAD: • Import the E911 data directly to a new Emergency Call -Taking Screen when the VisiCAD workstation receives the notification from the Interface to process the call. • Display a Verification pop-up window, asking the VisiCAD user to either accept or decline the E911 data prior to displaying the new Emergency Call -Taking Screen. • Create an incident within VisiCAD without call-taker/Dispatcher intervention The Verification pop-up window option offers a confirmation dialog asking the user to either accept or decline the E911 information. If the user declines, the E911 data will be discarded and the resulting new Emergency Call Taking Screen will be blank. If the user chooses to accept the E911 information, the ANI/ALI information will be imported into a new Emergency Call Taking Screen. If the option to create an incident without user intervention is selected, the E911 interface will use the E911 data to create an incident in VisiCAD with additional configured default data, such as Problem/Nature, to complete the required fields. 3.3 Use Case: Populating Data into Emergency Call -Taking Screen With the Accept selection on the Verification screen, or the direct import to the Emergency Call - Taking Screen, a new Emergency Call -Taking Screen will be displayed with select mapped E911 data populated into the fields. The following information can be transferred to the Call -Taking Screen, depending on mapping options: Call Back Phone Number • Caller Name • Address (House Number, Directional, Street)' • Caller Location (same as address, but will not be overwritten by geo-validation) • Apartment and/or Building • Location Name' • City" • State' indicates field may be overwritten with geo-validation process Additionally, any field identified in the E911 Interface, including ESN Text, maybe mapped to incident comments, either as presented in the data message, or with configured header/label information. The ANI/ALI data stored in the database will be updated with the Master Incident ID of the new incident created. Interface Requirements Document 5 of 11 Standard E-9-1-1 Interface TriTech Software 3.4 Use Case: Wireless E911 Phase II Processing The Federal Communications Commission, (FCC) have defined wireless Enhanced 911 (E911) rules that seek to improve the effectiveness and reliability of wireless 911 service by providing 911 dispatchers with additional information on wireless 911 calls. The FCC divide the wireless E911 program into two parts - Phase I and Phase 11. Phase I requires carriers to report the telephone number of a wireless 911 caller and the location of the antenna that received the call. Phase II requires wireless carriers to provide far more precise location information, within 50 to 100 meters in most cases. When a Phase II message is received and identified by the VisiCAD E911 Interface, the interface will interpret the mapped latitude and longitude provided in the data stream, and store the information in the VisiCAD database. The target VisiCAD workstation will process the information in a manner allowing reverse geo-coding to identify and display a corresponding street segment within tolerance. If not within reverse geo-coding tolerance to identify a street segment, the latitude and longitude will be directly displayed within the address field. Additional Phase II information, such as Confidence Factor and Uncertainty Factor, may be mapped, stored and displayed as incident comments. 3.4.1 Design Constraints The FCC has not regulated or defined any standard for the data format or ensured that all vendors will pass the Phase II data in the same format. The ANI/ALI interface program will handle the conversion of latitude/longitude supplied by all vendors in one of several common formats, to VisiCAD storage format. Inconsistent data formats within a vendor or between vendors may result in data that cannot be processed by the E911 Interface. 3.5 Use Case: Detecting E911 Wireless Phase 11 Rebid Through the E911 system, a Call -Taker may request a rebid of E911 information, or the wireless E911 provider may automatically provide updated E911 information after the initial E911 data stream is received and processed. The VisiCAD E911 Interface provides configuration options to assist in identifying and recording rebids as they are received. When an E911 message received with an identifier corresponding to a wireless E911 Phase II call, and the field matching and time differential criteria identified in the preconditions are met, the E911 Interface establishes the data stream as a rebid of a previous message. For an established incident in VisiCAD, the Address Update feature will identify the incident as having potential address update information and allow the user to select and accept or decline potential updates. When a Phase II update is accepted, VisiCAD performs a reverse lookup on the latitude and longitude position information to attempt to provide a street segment, and update and geo-validate the address field of the incident. Additionally, from the Call Taking Screen, the VisiCAD user may display ANI/ALI information, including all messages received and associated to the incident by the E911 Interface, and display Phase II messages with valid latitude and longitude information on the VisiCAD Explorer map. Rebid criteria are configured within the E911 Interface Advanced Configuration for the E911 Phase II message type. The rebid determination criteria consist of matching a predetermined set of fields, and a time limit (from previously associated E911 data). Optionally, a configurable comment identifying the rebid event may be enabled to insert into the corresponding comments of an established incident in VisiCAD. Interface Requirements Document 6 of 11 Standard E-9-1-1 Interface TriTech Software 3.5.1 Design Constraints Rebid determination is made within a message type. If rebid information is received in a different message type than the initial message, identification and update as a rebid will not be possible. Depending on the message type identification scheme configured, some Phase I E911 received data may not correspond to the same message type as receive Phase II data. 3.6 Use Case: Address Conversion The E911 Interface provides several configurations to assist with conversion of E911 data for use in VisiCAD. • The E911 Interface can convert street types provided in the E911 data to street types recognized in VisiCAD, through a configurable translation. (e.g., 'HY' to 'HWY', 'BLVD' to 'BL', etc.) • The E911 Interface can optionally convert numerical street names (e.g., 2 ST' to '2nd ST') • The E911 Interface can identify and replace text strings within an address to account for abbreviations or problematic names for VisiCAD to process. • City codes or abbreviations provided in E911 data can be converted into a format recognized in VisiCAD through a configurable translation in the E911 Interface. 3.7 Use Case: Heartbeats from E911 Controller If required by the E911 Controller, the Interface will acknowledge all heartbeats. A heartbeat is a formatted message, with an identified text string as content that is to be delivered at regular intervals. Through the Interface setup, the user can specify the time allowed between heartbeats before it is determined that the E911 Controller is not sending messages, and VisiCAD workstations are to be notified of connection failure. 3.8 Use Case: Acknowledgement to E911 Controller If required by the E911 Controller, the Interface can be configured to acknowledge all valid messages received. The acknowledgement will be in the form of a formatted message containing a single ASCII character (typically ASCII value 6). It is typical that the E911 Controller re -send the message if the acknowledgement is not received within a prescribed period. 3.9 Use Case: Logging The interface shall log data process details of the interface. The data will be recorded into a log that the System Administrator can view. This information will not be displayed to the VisiCAD user and is primarily used for diagnostic purposes. The file name and location (path) of the logs are predetermined (local C Drive). The interface maintains the log files. As the logs reach their maximum size, the interface archives the current log file by modifying the filename with a date and time stamp string, and creates a new active/current file. The interface maintains a set number of archived log files. When the maximum allowed number of archived log files is reached, the interface will delete the oldest archived log file before archiving the current log file. Under this configuration there is little concern of the logging affecting system performance. Interface Requirements Document 7 of 11 Standard E-9-1-1 Interface TriTech Software 4. Additional Design Constraints No. Design Constraint Description Notes 1. Location Location of VisiCAD Message Switch Serial connection(s) should be through and the E911 Controller shall be in RS-232 data cable of no more than 50 close physical proximity to each other feet without special considerations to to support serial cable prevent data loss. interconnection. Third -party, network -based serial port replication products are available that may accommodate extended distances. 2. Specifications for The VisiCAD Message Switch (VMS) VisiCAD Message will be located on an interface Switch machine resident on the VisiCAD local area network. This program will run under an approved version of Windows on a machine meeting TriTech Software Systems hardware specifications. Interface Requirements Document 80 11 5. Workflow Intedace (I/F) recieves Inbountl message from E911 controller Data option - Maintain Heartbeats Is inbountl msg Send heartbeat a heartbeat? Yes ACK No option Min. message No- Disregard ms� length met? Yes - Parse message type fieldsand identity message Message type Types Select field mapping One message type is selected as default for unidentified message types !Rl.p.nsa_Commenta Send IPC Message NP_READ_ RESPONSE_ COMMENTS Process as I Address Update to existing call Add comment to existing incident (optional) tft.?n.�' NIALt Create reference to 4-Yes master (UnklDJ option - Dup/Rebid Call ANIALI Interface Application Translate 1 Parse fields parsed fields to mapped fields Translate ii Parse fields parsed fields to mapped fields Translate Parse fields parsed fields to mapped fields Insert record and write mapped and converted fields Analyze other records in specified timeframe Apartment field algorithm (optional) City Code Conversion (optional) Address Conversion (optional) No Convert LaULon ientified as Yes_ and set Phase II? ClassOfSenvice to 'Phase 2' Default Values: • ProblerttlNature Priority Agency Reaponae_Master Incident Division • Jurisdiction _- Battalion Add Send IPC Create 1 Create Incident -- Comments Message Master Record marked • Put Call Into to Incident NP_NEW_ Incident for Wating *-Yes Waiting incide RESPONSE Number Incident Queue Queue - - --- Send IPC MessageNP- �� mmenta n ddent N ESSAGESWITCH_ to o ANIALI IPCT MServer --- I Interface Requirements Document 9 of 11 Standard E-9-1-1 Interface IPC Server TriTech Software I�D! ResponseAnialiComments Response_ANIALI Which NP_MESSAGESWITCH_ANIALI message? NP_NEW --- _RESPONSE & NP_READ Query database using _ Response_ANIALLID _ VisiCAD Call Taker Workstation _RESPONSE COMMENTS Display Update CADSrvr Display Present pecgne Call taker blank r w th new incident '', Verfication Yes AccepVDecline makes Emergency Screen window with selection Call Taking — summary data form Accept No User filtered to show No incident in Incident Use IaVlon to '.. Queues? perform reverse I'', 'Phase 2'? ---Ves geo lookup m No tunher action Streets as No Perform Set address naa Geo-Validation to Latitutle dResolves to on address Longitude No address? Yes Append to Does ss Existing Call Warning of existing incident om User selection Duplicate Call have same Eddeo adtlress? — .. New Reference Call ', Response_ANIALI - record to existing I,, call Display Emergency Call Taking form with mapped data \ J1 Display Emergency Call Taking form for existing call Response_Comments • Call Taker completes required fields • New Incident created • Reference Response_ANIALI record to new incident • New incident in Waiting Incident Queue • NP messages sent to PC Server to update entire VisiCAD system NP_NEW_RESPONSE NP_READ _RESPONSE _COMMENTS Interface Requirements Document 6. Implementation Tasks and Assumptions The IRD process will be to submit a copy of this document for customer review. If functionality beyond the existing functionality of this standard interface is required, the customer will work with TriTech to develop detailed changed control(s) to be approved by both the customer and TriTech. Functionality defined by the change control process may result in additional costs to the customer, and extend the time required for implementation. Subsequent to customer review of this document, TriTech will work with the customer to complete a detailed E911/ANI/ALI Interface Configuration Document, indicating selected feature options and data mapping. The Configuration Document will provide TriTech Engineering staff the necessary details to install and initially configure the interface. 7. Disclaimer This document, and the information contained herein, is proprietary and confidential to TriTech Software Systems. Disclosure of this information to any third party, corporation, agency, or other entity of any kind without the express written permission of TriTech Software Systems is strictly prohibited. End of Document Interface Requirements Document 11 of 11 TRrrECH SOFTWARE SYSTEMS Site Preparation and Support Connectivity Guide Client Services Department August 12, 2005 This document supersedes all previous versions of the Site Preparation Guide or Site Prep Guide issued by TriTech. Note: TriTech documents typically refer to "customers" as "clients" — however, the word client is used frequently in this technical document to refer to system or network components. Therefore, [his document will use the tern customer to describe organizations that have contracted with TriTech for goods and/or services. This document, and the information contained herein, is proprietary and confidential to TriTech Software Systems. Disclosure of this document or the information contained herein to any third party, corporation, agency or other entity, or use of this document or the information contained herein except in connection with the TriTech project described herein, is strictly prohibited. Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 1 of 13 TriTech Software Systems - Confidential & Proprietary DOCtlnlent Control TriTech Software Systems Document Control Document Name Site Preparation Guide Reference No File Name Site Preparation and Support Connectivity Guide V3.1 - Final August 12 2005 Change Version Date File Name Details Author Control No 1.0 9/16/98 SAA MDN 1.1 9/16/98 SAA MDN 1.2 9/28/98 SAA MDN 1.3 10/23/98 SAA Recommendation re: dual circuits LSL 1.4 6/14/99 SAA Fixed content, looter and format DSM errors. 1.5 07/05/00 SPG Fixed content per Laura Lee and TH format 1.6 02/13/01 SPG Added new PPTP Server installation LJ instructions. 1.7 03/15/01 SPG JRH 1.8 04/27/01 SPG Include edits from M. Litch JRH 1.9 06/11/01 SPG Format correction RL 1.10 3/30/03 SPG Updated Connectivity Section JG 1.11 1/19/05 SPG Updated cabling, VPN, took ISDN JS out, modified power/dimension requirement for devices 1.12 2/25/05 SPG Major document revision. Individual JS system specs taken out, VPN info updated. Including single tunnel issues 2.0 5.23.2005 Site Prep Finalize update on connectivity as MDN Guide V2 identified on V1.12. 2.1 7.12.2005 Site Prep Edits for internal review. Set deadline MDN Guide V2 for support of ISDN. 3.0 8.5.2005 Same as Rename document. Released to staff. MDN above 3.1 8.12.2005 Same as Minor formatting changes. Released MDN Above to staff and clients. Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 2 of 13 TriTech Software Systems - Confidential & Proprietary Table of Contents SECTION ONE — SUPPORT COMMUNICATIONS AND CONNECTIVITY..............................................................9 A. TRITECH APPROVED METHODS OF CONNECTIVITY.............................................................................................................9 1. Approved VPN Connectivity Methods and Clients..................................................................................... ................. 10 2. Alternate Forms of'VPN Connectivity ............................................................................................................................ 14 3. User Access and Passwords............................................................................................................................................14 4. Discontinued Supportfor ISDN Connectivity ............................................................................................................... 16 5. Back -Up Connectivity through RAS...............................................................................................................................16 SECTION TWO — CUSTOMER RESPONSIBILITIES FOR INSTALLATION AND TRAINING .........................19 A. SUPPORT CONNECDVITY INSTALLATION............................................................................................................................ 19 B. NETWORK CABLES............................................................................................................................................................... 19 C. STAGING AREA.....................................................................................................................................................................20 D. TRAINING SCHEDULE........................................................................................................................................................-.20 E. TRAINING LOCATION........................................................................................................................................................... 21 F. WINDOWS/MOUSE EXPERIENCE.......................................................................................................................................... 21 G. TRAINING GROUND RULES.................................................................................................................................................. 22 SECTION THREE - CABLE REQUIREMENTS — EIA/TIA 586B WIRING STANDARD.......................................23 SECTION FOUR - PHYSICAL AND ENVIRONMENTAL REQUIREMENTS FOR COMPUTER ROOM ....... 25 A. COMPUTER ROOM............................................................................. B. ENVIRONMENTALSPECIFICATIONS.................................................. C. ELECTRICAL AND PHYSICAL SPECIFICATIONS FOR EQUIPMENT..... ..25 28 APPENDIX A — ADDITIONAL VPN INFORMATION.....................................................................................................30 Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 3 of 13 TliTech Software Systems - Confidential & Proprietary Section One - Support Communications and Connectivity Remote connectivity to the customer system is essential for the research, diagnosis and resolution of issues in a timely and efficient manner. This connectivity is also utilized during the upgrade process for new TriTech software versions and service packs. A primary and secondary method of connectivity is recommended to ensure the ability of TriTech to be able to connect to the customer system to provide critical support services. Connectivity options approved by TriTech are described in this section. A TnTech Approved Methods of Connectivity TriTech has approved VPN connectivity as the sole primary form of support connectivity for VisiCAD Command and VisiNet Systems deployed by TriTech. Each customer under a Software Maintenance and Support Agreement shall establish a dependable VPN form of access for TriTech use, by November 15, 2005. VPN, short for virtual private network, is a network that is constructed by using public telecommunications infrastructure to connect network nodes. For example, there are a number of systems that enable the creation of networks using the Internet as the medium for transporting data. These systems use encryption and other security mechanisms to ensure that only authorized users can access the network and that the data cannot be intercepted. Appendix A includes configuration information for setting up VPN access for remote support services. 1. Approved VPN Connectivity Methods and Clients TriTech has tested and approved two VPN clients for VPN connectivity. TriTech must be able to connect to the customer site using either: a) Microsoft PPTP (typically requires Microsoft VPN Server) b) Cisco VPN IPSec client (requires Cisco VPN enabled device, such as PIX firewall, router or dedicated VPN concentrator). The Cisco VPN enabled device allows the client to restrict access to the remote user to a specific series of computers or sub -net of the customer's network. TriTech recommends the use of these devices and prefers that TriTech's access be limited to the specific areas of the network where TriTech software components are in use. c) No other VPN Clients are approved for primary support of VisiCAD and VisiNet systems. TriTech recommends split -tunnel VPN connectivity to provide standard support for VisiCAD Command and VisiNet systems. While single -tunnel VPN Connectivity is configurable with the Cisco VPN solution, TriTech expresses caution to customers regarding its use due to significant delays in providing support for critical and high priority issues. The differences between single and split tunnel connectivity are summarized below. Regardless of tunnel choice, Customer VPN access must allow for multiple simultaneous connections from TriTech. Single Tunnel VPN Connectivity Single tunnel VPN connectivity can be summarized as restricting the connected computers to accessing only a single local area network at a time. In the framework of a customer Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 4 of 13 TriTech Software Systems - Confidential & Proprietary service example, when a TriTech Engineer connects to a customer network under a single tunnel VPN configuration, the TriTech Engineer's computer will be prevented from connecting to the local TriTech network. This is accomplished through the Cisco client on the TriTech computer and the Cisco VPN configuration. The single tunnel method of VPN connectivity provides the customer with a high level of security from unauthorized access to their network through VPN. However, this level of security significantly limits or delays the ability of the TriTech Engineer to rapidly support the customer system. TriTech has been providing support to a limited number of customers under single tunnel VPN connectivity over the past two years. TriTech has found that this form of connectivity significantly increases the amount of TriTech staff time to perform the same support tasks as can be accomplished through split tunnel VPN connectivity. Delays include: 1) lack of access to files (software updates, patches, documentation) on the local TriTech network; again required for rapid critical issue resolution; 2) lack of access through the Internet to Microsoft and hardware manufacturer knowledge bases, which is often required to rapidly resolve critical issues; 3) lack of access to the TriTech issues tracking system (ServiceWise) for access issues lists and local knowledge bases - this prevents access to customer information, information on similar issues, and internal knowledgebase documentation needed to effectively continue with issue resolution; and 4) lack of access to e-mail to review or send messages to other TriTech support staff that may be assisting in problem resolution. In general, the TriTech support and engineering staff are unable to use their computers for any other function while connected to the client system. In addition, the computer must generally be restarted each time it needs to be reconnected to the TriTech network. The general result is significant delay in the ability of TriTech to support the customer's system during potential critical issue evaluation, diagnosis and repair. For moderate and low priority issues, the impact will be a delay in issue management. This section will act as formal notice to customers that elect to use single tunnel VPN connectivity of the associated delays in the provision of support services. Some customers have considered or implemented single tunnel VPN connectivity in order to prevent access by a third party who takes control of computers on TriTech network and uses this to access a customer system. If this is the primary concern, TriTech recommends maintaining split tunnel VPN connectivity, but disabling the TriTech account on the customer's network (this is the network access account, not the TriTech account within VisiCAD or VisiNet systems). In such a configuration, TriTech will contact the client before accessing the customer system and will request password access to the account. This password security configuration is described below under User Accounts and Passwords. t Note: TnTech's policy is to notify the client before TriTech staff connects to a customer system. Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 5 of 13 TriTech Software Systems - Confidential & Proprietary 2. Alternate Forms of VPN Connect!ft Customers that utilize non -approved forms of VPN or other connectivity are taking responsibility for any delays associated with TriTech's inability to provide remote support services. 3. User Access and Passwords TriTech needs a user account on the customer's network (this is the network access account, not the TriTech account within VisiCAD or VisiNet systems). TriTech recommends a single account that can be used by our team for supporting the customer system. In such a configuration, TriTech will contact the client before connecting to the customer's system. TriTech will support security polices where the TriTech account is disabled by default on the customer's network (this is the network access account, not the TriTech account within VisiCAD or VisiNet systems). In such a configuration, TriTech will contact the client before accessing the customer system' and will request password access to the account. Note: in this setting, the customer will need to have staff available on a 240 basis to issue passwords when TriTech contacts the customer to perform remote support tasks. Some customers require that TriTech have individual accounts for each staff person who may connect to the customer system. TriTech utilizes a cross functional team of staff across multiple departments to support customer systems. Therefore, at any given time, any one of 40-50 staff members may be assigned to work on a customer system. Individual logins and passwords for each of our customer systems is impractical while maintaining the passwords securely. Therefore, passwords will almost always be expired in this situation. If a customer requires TriTech to have individual accounts, the customer will need to have staff available on a 24x7 basis to issue passwords when TriTech contacts the customer to perform remote support tasks. Similarly, due to the large number of customer sites and the large number of TriTech staff involved in the provision of remote support services and after hours support, TriTech will not accept password generating devices for security access. 4. Discontinued Support for ISDN Connectivity TriTech no longer deploys ISDN connectivity to new customers. Due to excessive on -going costs for customers and TriTech, TriTech will discontinue support through ISDN effective November 15, 2005. Customers that still utilize ISDN for remote support services should immediately arrange for VPN connectivity. Appendix A includes configuration information for setting up VPN access for remote support services. Please contact the TriTech Information Systems Group for information on setting up VPN access. 5. Backup Connectivity through RAS Dial -up telephone remote access server (RAS) connectivity should only be used as a back-up method of support connectivity. Prior to installation of the VisiCAD system, a dedicated dial -up telephone line must be installed in each area where servers are located. The support telephone line must be dedicated to the VisiCAD support modem(s) (as a back up to your primary method of connectivity). If applicable, in addition to the support line, one or more telephone lines will be needed for the paging interface machine. 2 Note: TriTech's policy is to notify the client before TriTech staff connects to a customer system. Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 6 of 13 TriTech Software Systems - Confidential & Proprietary The modem line(s) may not be used as a shared dial -up telephone line with a FAX machine, alarm system or other shared arrangement. The line must be bi-directional (have the ability to receive calls and dial out). The telephone lines should be ordered from the customer's local telephone provider (not their long distance company) or the customer's in-house communications group. TriTech makes these recommendations based on the experience of many installations in several parts of the country. To avoid problems with the VisiCAD installation, please follow the specifications as they are listed. The specifications for the telephone line are as follows: The line should be a data grade dial -up voice line able to support a 56Kbps modem communication. This is a standard dial -up voice line with data grade capabilities, not a dedicated four -wire data line. Many local telephone companies offer data grade voice lines for a nominal charge. As the quality of the dial -up voice lines varies around the country, we strongly recommend purchasing the data grade capabilities if they are offered in the customer's area. The telephone company should be informed that the connection is for a dial -up computer line, similar to a house telephone or FAX machine. The telephone line should terminate with a RJ-11 wall jack wired as a standard wall telephone. The RJ- 11 wall jack should be located closest to the computer server connected to the support modem. TriTech recommends no more than five feet. TriTech has found that some in-house telephone systems and/or PBXs do not reliably operate at the modem speeds needed to support VisiCAD. Because of this potential problem, the dial -up telephone line should not be routed through an in-house telephone system or PBX. If this telephone line is routed through an in-house switch or PBX it may interfere with file transfers. As all support telephone calls are provided on a dial -back basis (TriTech dials into the system and prior to hanging up, instructs VisiCAD to call TriTech), interference from an in-house telephone switch or PBX might increase file transfer time, which would increase the customer's long distance charges. Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 7 of 13 TriTech Software Systems - Confidential & Proprietary Section Two — Customer Responsibilities for Installation and Training A Support Connectivity Installation . au Prior to the arrival of equipment for installation on site, all support connectivity specified in the Support Communications and Connectivity section of this document should be installed and in working order. Prior to the arrival of equipment, all necessary network cables should be in place. Each workstation and server on the new network will require a network cable. Each cable should be able to reach from the network switch to the location for the workstation or server. The VisiCAD network requires the use of Category 5e network cable with male RJ-45 connectors on each end. TriTech can provide network cabling services; however the cable is not covered under the TriTech Software Maintenance and Support Agreement. Please contact your sales person for further details. The customer will purchase any necessary adapters or wall plates to facilitate installation of the network cable. It will be the customer's responsibility to place the cable in walls, floors, ceilings, and through radio console furniture. The customer may also need a "short" set of cables to be used during training, until the CAD system is moved to its permanent location. Please review the training requirements with your project manager. Note: If multiple network switches will be linked to support the number of computers needed for the VisiCAD Command system, these should be linked through a high speed interconnect cable and not by bridging from port to port with a CAT 5e cable. C. Staging Area TriTech requires a secure area for storage and staging of equipment during the installation phase of the project. D. Training Schedule User training schedules will vary based upon the type of training and the type of application being trained (i.e., CAD vs Mobile). Classes are not more than eight (8) hours a day in length. The class size is limited to a maximum of 10 students with no more than 2 students per workstation. One student per workstation is preferred whenever possible. It is preferred that classes are held during typical business hours, however, special class times/days can be arranged through your project manager on a case -by -case basis. E. Training Location The training classes should be held in a classroom environment that is outside of the live Dispatch Center. Training in the environment of the Dispatch Center proves to be a distraction for both the students and the on -duty personnel. The training room should be secured when not in use. The customer is required to provide a projector capable of 1024 X 768 or greater resolution for use throughout the User Training class. Two projectors are preferred. Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 8 of 13 TriTech Software Systems - Confidential & Proprietary F. Windows/Mouse Experience All students are required to have basic typing skills and exposure to Windows and mouse functions prior to attending VisiCAD User Training class. It is highly recommended that all students complete a Microsoft Windows computer -based training (CBT) program prior to attending training. There are several commercial products that are inexpensive, easy to use and provide excellent exposure to basic Microsoft Windows functionality. It is the responsibility of the customer to ensure that employees meet the minimum requirements prior to attending the training. G. Training Ground Rules Students should be dedicated to the class for the entire duration of the course — especially for multi -day courses. Distractions with normal work duties should be avoided while students are participating in the training. It is preferred that a customer System Administrator or other customer team member attend each User Training classes. This person is a valuable asset to answer questions regarding agency decisions on the system's set up. All students are expected to fully participate in the training, which consists of lecture, hands on, and written coursework. A written and practical exam will be give at the conclusion of the class. Students that do not perform well in the class will be referred to the System Administrator for remediation. As it is necessary to maintain a positive learning environment, students who create a distraction in the class will be referred to the System Administrator Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 9 of 13 TriTech Software Systems - Confidential & Proprietary Section Three - Cable Requirements — EIAMA 586B Wiring Standard All VisiCAD systems are required to be wired using category 5e components including the networking cable, patch cords, wall cords, wall plates, patch panels and any other component in the network wiring circuit. The EIA/TIA 586B wiring standard must be followed throughout the entire circuit including the cable, wall cords, patch cords, etc. The customer's professional wiring provider should be familiar with this industry standard specification. Any noncompliance with this wiring specification could result in either poor or unreliable performance. Figure 1 below illustrates the EIAMA 586B pin assignments for an 8-pin RJ-45 plug, the color code identification, and the pair configuration for an 8-wire, 4-pair UTP cable. Color code identification has been provided for easier reference; however, color designations do not need to be followed as long as the EIAMA 586B pair standard is followed. When cabling, the wire must remain twisted all the way to every punch down point in the wiring circuit. lOBase-T Uses pairs 2&3 10OBase-VG Uses All 4 pairs Brawn air 4 White/Brown Green White/Blue Iry Blue air 1 Pair 3 White/Green :>C:�Pair 2 EIA/TIA 586B Specification Figure 1 Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 10 of 13 TriTech Software Systems - Confidential & Proprietary Section Four - Physical and Environmental Requirements for Computer Room A Computer Room (Private)Characteristic ; Description Spatial Provide adequate space and working area for equipment and personnel Fire Protection Provide smoke detectors, fire suppressant Dust/Static Free Maintain clean and static free environment Limit Access Restrict entry,minimize foot traffic Uninterru tible Power Provide UPS and line conditioning for computer room equipment Voice Telephone Line Provide outside access to contact support Modem Telephone Line Provide RAS support for dial -up Com uter Cabinet Provide storage and access forequipment NOTE: Typical equipment in computer room may consist of: server(s), monitor(s), keyboard(s), mouse, hub(s), printer, scanner, modem, and interface/message switch(s). This preparation guide is only intended to provide general information. For detailed specifications please refer to each equipment specification supplied by the manufacturer. All manufacture specifications are subject to change without notice. B. Environmental Specifications Characteristic Description Storage temperature -40 degrees C to 70 degrees C 40 degrees F to 158 degrees F Storage humidity 8% to 80% relative Operating temperature 5 degrees C to 40 degrees C 41 degrees F to 104 degrees F Operating humidity 15%to 80% relative Maximum thermal dissipation 91 kcal per hour (360 BTU per hour) NOTE: Operating temperature and humidity ranges may vary depending upon the mass storage devices installed. High humidity levels can cause improper operation of disk drives. Low humidity ranges can aggravate static electricity problems and cause excessive wear of the disk surface. Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page I I of 13 TriTech Software Systems - Confidential & Proprietary C. Electrical and Physical Specifications for Equipment Please refer to the following manufacturer websites for up to date system specifications: Stratus Servers htto:lwww, stratus.comi'products/index. htm HP/Compaq Servers ht tn:i "welconic.lip.cor v eountrviusi en/prodseiv 'servers.lhtni l Desktop PCs httli://welcome.lip.com/country/usien/nrodserv/desktops.html Networking http''fwelcoiiie hp comcounnv/us%en%nrodseiv/networkin)4litiTit Dell Servers http:/iwwwl.tis.dell.conmcontctit/products/catesZorv.aspx/ servers Desktop PCs htgr%www] us dell corn contentlproducts/categorv.asyx'workstations Networking httn://www t us dell.conLlcontent/productsicate,oty.aspx/networking Cisco Switches http'//cisco com/en/US/productvhw/switches/index html Routers litter ://cisco.coni/en/US/products/hwlrouters/index.hunt VPN Solutions littli:/"cisco.com/erl,,t.[S;Drtiducts hwi\pndevc,, index. atin I NOTE: Most servers are configured with dual power supplies and dual power cords. We strongly recommend that customers provide separate circuits for the two power cords. If uninterrupted power supplies (UPSs) are selected, two will be provided (i.e., one for each power cord). This configuration should enable the server to continue to function on one power supply if the circuit breaker on the second power supply is tripped. Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 12 of 13 TnTech Software Systems - Confidential & Proprietary Appendix A -Additional VPN Information Point -to -Point Tunneling Protocol (PPTP) is a network protocol that enables the secure transfer of data from a remote client to a private enterprise server, creating a virtual private network (VPN) by using TCP/IP -based data networks. PPTP supports multiple network protocols (IP, IPX, and NetBEUI) and can be used for virtual private networking over public and private networks. You can use PPTP to provide secure, on -demand, virtual networks by using dial -up lines, local area networks (LANs), wide area networks (WANs), or the Intemet and other public, TCP/IP -based networks. IPSec - short for IP Security, a set of protocols developed to support secure exchange of packets at the IP layer. IPsec supports two encryption modes: Transport and Tunnel. Transport mode encrypts only the data portion (payload) of each packet, but leaves the header untouched. The more secure Tunnel mode encrypts both the header and the payload. On the receiving side, an IPSec-compliant device decrypts each packet. For IPsec to work, the sending and receiving devices must share a public key. This is accomplished through a protocol known as Intemet Security Association and Key Management Protocol/Oakley (ISAKMP/Oakley), which allows the receiver to obtain a public key and authenticate the sender using digital certificates. IMPORTANT NOTES: It is recommended that the PPTP server have 2 network adapters: one connected to the VisiCAD network and one connected to the Internet router. For security reasons, all users with dial -in permission should have a password assigned and change it on regular basis. Please do not use blank passwords. If possible, rename the Administrator account. FIREWALL It is highly recommended that customers install a firewall to protect the VPN server and the VisiCAD network from intrusion. To allow PPTP VPN traffic through a firewall, the following ports must be opened: ➢ Inbound and outbound TCP port # 1723 (PPTP) ➢ Inbound and outbound IP port # 47 (Generic Routing Encapsulation) To allow Cisco IPSec VPN traffic through a firewall, the following ports must be opened: ➢ Inbound and outbound UDP # 10,000 ➢ Inbound and outbound UDP # 4,500 ➢ Inbound and outbound UDP # 500 Site Preparation and Support Connectivity Guide, V3.1 dated 8.12.2005 Page 13 of 13 TnTech Software Systems - Confidential & Proprietary Exhibit B One Time Cost Applicable Tax Description One -Time Price (7Z5%) Total Price Hardware 603 47 6: System Software 15,105 1,171 161)' 542._57 TOT. Recurring Costs Description rc----••••• .w P Recurring Price (7.25%) Total Price ntenance* urring Costs on Additional Software/Services Fixed Recurring Maintenance and Support years 2- 5" Description I Total Price 4 TriTech Response: TriTech is waiving the maintenance and support fees on the proposed software for the first year. The City will be required to pay their outstanding maintenance fees for the current system licensing that is in existence at the City. The additional proposed maintenance and support fees will be incorporated into subsequent annual maintenance agreements 12 months after go -live of the new system . TriTech has proposed hardware and third party software as an option for this project, as we recognize the City's recent significant investment in CAD hardware and third party. TriTech is proposing to utilize the City's existing recently acquired hardware and third party for this project to maximize the City's investment. TriTech will work with the City to determine U320 SCSI 15K PE2850- Hard drive for existing 228 1 17.67 1 245.67 1 n/a I GB ECC PC2-3200 DDR2 SDRAM (2X512) I 1 1 375 1 29.06 1 404.06 1 n/a I TOTAL PRICE 603 _ `i �j k'ma I" ICI w �'vaza � ;�i3HI NY �i' ' :,'4Ai iy ,3'oI; I v��!3 ' �v N 7 Ev i t� 34i 9iP iIA p i i : _ A" MEMO °t.:i IiI3. 43vp v" �! IY;p: 4 i3 v,�v.,; ZI;� ' >>i u533E�!i�, �.t Iu. �! !._(fsll !I VisiCAD- ESRI MapObjects Deployment fee n/a 50 2,925 227 3,152 n/ VisiCAD- ESRI NetEngine Deployment fee n/a 50 5,200 403 5,603 n/ GISLink- ESRI ArcGIS Runtime Deployment fee n/a 1 650 50 700 n/ SQL Server 2005 Win32 Standard Government CAL n/a 35 6,330 491 6,821 n/ Device 359-01956 - Client already has 10 Device CALs through new hardware/third party purchase TOTAL PRICE 15,105 1170.64 16,276 0 TriTech will work with the City to determine which of the existing third party software the client already owns, which may reduce the overall third party software needs for the City. O O o O O v, 0 'n 0 'n 0 O � c- O O o 0 �o 0 0 0 0 Cl 0 0 {n o O O O r V1 M 7t Lr HIM 00 M M ON -- 00 Vl M M O 7 00 O M l0 00 00 7 �c 7 00 00 7 M N 00 Y1 [- O M C:5 \O v'l 7 7 vi 01 O p{E, O O O O O O O O O O O O '/1 O O O O O N 0 0 0 0 O O O O vn V� O Vl i iuk�! �!r Vl Vl N N l� Vl Vl O M 06 00 2 Vl Vl N M lr 00 INN R OR N I'' I RO R m qua.' 3 N N N N N N N N N N ctl N N N N N N N 7 7 7 V 7-zt 4 7 Ej � 5 ! !x E!!R�° yy�yy U .a 3 I--o c d a wI �'3 c U q m o a4 0 v t';IW'v .! a V] U O U U U y bA G>> iu IiI IF ��lf G. U W w O 0.U4 MU, > o- l> ro cn c (LE"��§"r.{€E, m x Q v dsau Lli9t' . U ro a p -00 a ti 0. > a' o' �, v = a> o , � a> a) a> a> rn > d c C7 Ll Q "' O 0 0 0 > Q v� .�. �' >o. .�-� F- ,m c moo+ MCI nii"I'P E C �c!� w cc CQ R N it��! Q N Q O Q Q Q N y Q fn Q vi L G N U N N U VNi O G .i' U U U z 0 U c O^ U G O q3 O z z ,7_. z ,z N 0 7 O U9 U >>>> V h O Ljl­­P..�� g I =!M;1� 'ilp, 'I M 1. .. W. N 'No, HEM iH 1 i! MINIM III UNNINS4. , i fla mggy .. ... ... .. Ho ..... . .... "'a Software Modification/Customization il I'Mu n � u, Included n/a Includedi TriTech Interface Software Re -Hosting Fees: Paging Interface Re -host ANI/ALl Interface Re -host RMS Incident Transfer Interface Re -host SIMMS Radio Interface Re -host Installation 10,500 n/a l 10,500 On Site System Installation Service Server Configuration & Testing VisiCAD Workstation Configuration & Testing VisiNet Mobile Software Client Installation (5 clients) SpectraCom NetClock Time Synch with VisiCAD Systems Integration 30,250 n/a 30,2501 Business Analyst Services System Orientation/Requirements System Code File Build & DOLF (Demonstration of Licensed Functionality) Go -Live Team Support (Three (3) staff on site for three (3) days Project Management 78,750 n/a 78,750 User Training 11,2001 n/a 11,200 1- User Training Course (One (1) four (4) day class up to ten (10) students each class at client site- 8hr classes) 1- Custom Refresher Training Class- Client Focused (One (1) four (4) day class up to ten (10) students at client site- 8hr classes) Technical Training 5,600 n/a 5,6001 1 - VisiNet Mobile Train-the-Trainer/Admin Training (One (1) two (2) day class up to 5 students-8hr classes 1- VisiCAD System Administration Training - Per Class (One (1) Three (3) Day class up to five (5) students at TriTech Corporate Office-8hr classes) Documentation Included n/a Included Data Conversion 15,500 n/a 15,500 Custom Mapping Conversion Services Out -of -Pocket -Expenses 16,953 n/a 16,9531 Project Travel and Per Diem Expenses lPhoto-Related Hardware_ n/a n/a n/a Other I TOTAL PRICE 168,753 T T a T T T T T T T T T T T T T T T T N T tTp T T N a T N N T T T W ro ro ro W W W W W W m ro ro ro W ro ro W a W a W W a T (Ty a ro (p a W a a W 9 9 ,% D c0 O fV N N W i ro 4. 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P J T s K r r r S P P p P P o0 �p P P 6° h vi vi vi u � `i Lam` � Lt �F 0 F i u i*. u Q Q E T u F F C � C o n a eo C a, t> =�• > O p Exhibit E: SOFTWARE LICENSE AGREEMENT In consideration for, and subject to, the payment of the license fee(s) specified in the Primary Agreement, and the other promises, covenants and conditions herein, Client is granted the following licenses to the Software: The TriTech Software: A nontransferable, nonexclusive right and license to Use the TriTech Software and the Documentation for said Software for Client's own internal use for the applications described in the Statement of Work, at the Designated Location, in the quantity set forth in Exhibit B, and on the Equipment set forth in Exhibit B. Client may make additional copies of the TriTech Software as reasonably required for archival, or backup purposes, provided that such copies contain all copyright notices and other proprietary markings contained on the original, and are kept confidential in accordance with the Primary Agreement. Each copy of the TriTech Software provided under this license that is not identified in Exhibit B of this Agreement as a Standby Copy may be used on only one Primary Computer System at any one time. Each copy of the TriTech Software provided under this license and identified in Exhibit B of this Agreement as a Standby Copy may be used in a standby mode on only one Standby Computer System at any one time as a backup in the event of a failure, malfunction or other out of service condition of its Primary Computer System. In the event its Primary Computer System fails to operate, the Standby Computer System and the Designated Application Software identified as a Standby Copy may be enabled to function in its place. When the Primary Computer System returns to its normal operational mode, the Standby Computer System and the Designated Application Software identified as a Standby Copy must be returned to its standby mode. Client shall be entitled to have a copy of the TriTech Software residing on the Primary Server(s), the Training/Test Server(s), Mobile Server, and Client's back-up Server(s). Notwithstanding anything to the contrary in this Section, the TriTech Software is designed to enable Client to develop original applications which interface with the TriTech Software. The development and use of such interfacing applications is specifically permitted under the licenses herein and shall not be deemed derivative works provided that they are not, in fact, derived from the TriTech Software or the ideas, methods of operation, processes, technology or know-how implemented therein. Other than the licenses granted herein, Client shall not acquire any right, title or interest in the TriTech Software by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Likewise, TriTech shall not acquire any right, title or interest in such Client developed non -derived applications, whether as owner, joint owner or otherwise. Third -Party Software: The licenses set forth in the applicable vendor's license agreements that accompany such software. Each Workstation that is configured to utilize the functionality of the TriTech Software must have a full -user license under this Agreement. Title to all Software provided to Client under this Agreement remains with the vendor of such Software. The applicable software vendor retains all rights to its specific Software and the associated Documentation not expressly granted in this Agreement. The TriTech Software may not be used to operate a service bureau or time- sharing service, outsourcing service, application service provider service or other services or businesses that provide computer -aided vehicle dispatching to third parties. Notwithstanding the above, Client shall be entitled to the TriTech Software at the applicable Designated Location for the purpose of the application(s) described in the Statement of Work for itself and other agencies/entities in the area within Orange County, CA provided that the TriTech Software is installed and operated at only one physical location. The TriTech Software shall not be used for other than the application(s) described in the Statement of Work. Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works, or transfer the Software or Documentation, or permit others to do said acts, except as provided in this Agreement or the applicable software license agreement. Any such unauthorized Use shall be void and may result in immediate and automatic termination of the applicable license, at the option of TriTech or the applicable Third Party software vendor. The Software licenses granted in this Agreement or in connection with it are for Object Code only and do not include a license or any rights to Source Code except as otherwise provided in the Primary Agreement. Without limiting the generality of the foregoing, except as provided in the Primary Agreement, Client is specifically prohibited from accessing, copying, using, modifying, distributing or otherwise exercising any rights to such Source Code, even if such Source Code is loaded on the equipment. The loading and/or using of Source Code to any Software by TriTech or its employees, agents or subcontractors on the equipment or any other computer system equipment at the Designated Location or any other location associated with Client shall not constitute a waiver of this provision, or any express or implied license or other permission to copy, use or exercise other rights to the Source Code. Client may not export any Software or Documentation outside the United States without further written agreement of TriTech or the applicable vendor. In the event of such agreed export, Client agrees to comply with the requirements of the United States Export Administration Act of 1979 and any amendments thereto, and with all relevant regulations of the Office of Export Administration, U.S. Department of Commerce. These licenses are effective until surrendered or terminated hereunder or under the terms of the applicable software license agreements. Client may surrender any software licenses provided in connection with this Agreement at any time by performing the actions described in the Primary Agreement, or the applicable software license agreement. Such surrender shall not affect TriTech's right to receive and retain the Contract Price and other fees, charges and expenses earned hereunder. TriTech Software Systems 9860 Mesa Rim Road San Diego, CA 92121 Phone: 858.799.7000 TRiTECH Fax::85879970111 SOFTWARE SYSTEMS Email: sales@tritech.com SOFTWARE SUPPORT AGREEMENT TRITECH SOFTWARE SYSTEMS Santa Ana Software Support Agreement V3.3 02106 Copyright 02006 TriTech Software Systems —Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page I of23 SOFTWARE SUPPORT AGREEMENT TABLE OF CONTENTS 1.0 DEFINITIONS...........................................................................................3 2.0 TERM........................................................................................................3 3.0 SUPPORT FEE(S)....................................................................................4 4.0 TELEPHONE SUPPORT..........................................................................4 5.0 SOFTWARE ERROR CORRECTION......................................................5 6.0 SOFTWARE UPDATES...........................................................................5 7.0 LIMITATIONS...........................................................................................5 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE.................................................................... 8 9.0 LIMITATION OF LIABILITY.....................................................................8 10.0 DISPUTE RESOLUTION..........................................................................9 11.0 SEVERABILITY......................................................................................10 12.0 FORCE MAJEURE/EXCUSABLE DELAY.............................................10 13.0 CONSTRUCTION AND HEADINGS......................................................10 14.0 WAIVER.................................................................................................10 15.0 ENTIRE AGREEMENT...........................................................................11 16.0 APPLICABLE LAW................................................................................11 17.0 ASSIGNMENT........................................................................................11 18.0 NOTICES................................................................................................12 19.0 GENERAL TERMS.................................................................................12 ADDENDUMA................................................................................................15 ADDENDUMB................................................................................................16 Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 23 SOFTWARE SUPPORT AGREEMENT Client: Santa Ana Fire Department Address: 1439 S. Broadway City, State, Zip: Santa Ana, CA 92707 Phone, Fax: 714.647.5700/fax 714.647.5779 Contact Name: Phillip M. Garcia, Fire Chief This Agreement is made this day of , 2006 by and between TriTech Software Systems, referred to as "TriTech", with offices at 9860 Mesa Rim Road, San Diego, California 92121 and Client named above, referred to as "Client'. A. WHEREAS, TriTech and Client have entered into a System Purchase Agreement dated , (the "Purchase Agreement'); B. WHEREAS, this Software Support Agreement is entered into to provide Software Support for the TriTech Software for a period of one year, subject to annual renewal thereafter; NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, TriTech and Client agree as follows: 1.0 DEFINITIONS All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Definitions section of the Purchase Agreement, which section is incorporated by reference herein as though set forth in full. 2.0 TERM The initial term of Software Support services provided under this Agreement shall begin at the end of the Warranty Period and end twelve (12) months thereafter. Software Support for subsequent annual terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. On or before the expiration of the Warranty Period, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Agreement for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to mutual agreement with the Client. Santa Ana Software Support Agreement V33 02/06 Copyright © 2006 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 23 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement shall be the amount specified in Addendum A hereto, payable without deduction or offset pursuant to TriTech's invoices, which shall be due and payable within thirty (30) days. 3.2 TriTech shall notify Client prior to the end of a support term of the Software Support fees for the next succeeding annual term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term. TriTech support fees shall be subject to increase on an annual basis at a rate equal to the current Consumer Price Index for all Urban Consumers ("CPI-U") — All Items, Los Angeles -Riverside - Orange County, CA (1982-84 = 100), or 5%, whichever is less. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period. 3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TriTech's principal place of business. Such expenses shall be paid by Client on receipt of TriTech's invoice for such expenses. 3.4 If Client fails to renew Software Support for any renewal term by execution of the applicable Software Support Renewal Agreement and payment of the applicable Software Support fees, Software Support may be rendered by TriTech, at its discretion, on a time and material basis, at TriTech's then current rates for consulting and support plus expenses and Update license fees. If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users. 3.5 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other such taxes based on the software or services provided under this Agreement, and/or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 4.0 TELEPHONE SUPPORT TriTech will provide Telephone Support service twenty-four (24) hours a day, seven (7) days a week as more fully described in Addendum B. Client will ensure that only personnel properly trained in the operation and usage of the TriTech Software will utilize the Telephone Support service. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems —Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 23 5.0 SOFTWARE ERROR CORRECTION If, during the term of this Agreement, Client determines that Software Error(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall immediately notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will correct the Software Error(s) in accordance with Addendum B. Notwithstanding the foregoing, TriTech may, at its discretion, reasonably applied, correct Low Priority Software Errors (as that term is used in Addendum B), in a future Update to the TriTech Software. If TriTech is unable to reproduce the Software Error and it is necessary to travel to Client's site to reproduce it, and the reported problem is determined to have been caused by Equipment, Subcontractor Software or Hardware, or System Software, or is otherwise not attributable to the TriTech Software, Client shall reimburse TriTech's labor and associated travel expenses related to the on -site visit at its then current hourly rates for technical support and engineering. 6.0 SOFTWARE UPDATES 6.1 From time to time at TriTech's discretion, Updates to the TriTech Software and Release Notes documenting the Updates will be developed and provided to Client. All Updates and their accompanying Release Notes shall be subject to the terms and conditions of the Purchase Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new versions or separate modules or functions that are separately licensed and priced. The TriTech Software is multi -tiered which allows the system to be upgraded modularly. Certain modules may be licensed and sold separately from the base system. For such modules contained in an upgrade, the Client will have the option to choose which modules it desires to add.) 6.2 Major version releases ("Upgrades") to the TriTech Software are included under annual Software Support. However, costs for third party software products or hardware which may be required to implement an Upgrade are not included in the support fees. 7.0 LIMITATIONS 7.1 Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current production version thereof that is offered to Client. If Client does not implement the most current production version when it is made available, TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twelve (12) months thereafter. 7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems —Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 23 7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party whether or not permitted hereunder. 7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other instructions provided by TriTech, or by misuse or neglect. 7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for seeking approval for loading third party software on a CAD Workstation or Mobile Client (Mobile Workstation) are set forth in paragraph 7.4 of this Agreement. As provided in said provision, software that is not provided by TriTech shall not be loaded on a CAD Server or Mobile Server.) 7.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements specified in the TriTech Documentation, by failure of Client to provide and maintain the site and facility requirements described in the Purchase Agreement, or the use of "clones" (generic "look -alike" equipment) as substitutes for the Equipment listed in the Purchase Agreement. 7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the CAD System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus -free copy of the TriTech Software, and will, at its expense, reload said software on Client's Equipment. Client shall be primarily responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the CAD system. Should Client require TriTech's assistance in reloading Client's data from Client's back-up media, such assistance will be provided without charge. 7.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software. 7.3.7 Problems in the TriTech Software are caused by lack of Year 2000 Compliance of hardware, firmware, software, data or other facilities manufactured, developed and/or otherwise provided by Client or third parties, including but not limited to Equipment, Subcontractor Software or Hardware, or System Software. 7.3.8 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates Santa Ana Software Support Agreement V33 02/06 Copyright © 2006 TriTech Software Systems - Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 23 (including but not limited to Subcontractor Software or Hardware or System Software), including but not limited to problems caused by changes in such Equipment or software. 7.4 If, at any time during any Software Support term, Client desires to load on a CAD Workstation any software not provided by TriTech, it shall, before loading such software, contact the TriTech Technical Services Department at the telephone numbers listed in Addendum B for purposes of seeking approval therefore. Such action shall not constitute approval, express or implied, unless approval for the loading of specific software on a CAD Workstation or Mobile Client has been provided to Client in writing by TriTech's Manager of Technical Services. Client shall provide information about the software proposed to be loaded as requested by the Technical Services Department. Until such specific written approval by TriTech's Manager of Technical Services is received, the software shall not be loaded on any CAD Workstation or Mobile Client. In no event will such software be loaded on a CAD Server or Mobile Server. Approval by TriTech for the loading of such software on a CAD Workstation or Mobile Client shall not constitute approval, express or implied, for loading such software on a CAD Server or Mobile Server, or for loading other software on a CAD Workstation or Mobile Client. Approval by TriTech pursuant to the foregoing shall not constitute any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client's needs or expectations. Violation of this provision may seriously degrade the CAD System or VisiNet Mobile System, shall void all warranties under the Purchase Agreement or Software Support obligations under this Agreement, and shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the CAD System or VisiNet Mobile System, the TriTech Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto. 7.5 TriTech Software Support under this Agreement, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client ("Third Party Changes"). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes. 7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. 7.7 Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems— Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 23 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 8.1 Maintenance and support for Equipment provided under the Purchase Agreement (except as noted at section 13.4.1 therein for the Stratus ftServers') is not included under this Agreement. However, since proper computer equipment maintenance is required for proper system operation, Client shall acquire and keep in force equipment maintenance agreements for the computer and peripheral equipment used to operate the TriTech Software, or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the Purchase Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Purchase Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 9.0 LIMITATION OF LIABILITY 9.1 The total liability of TriTech for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Agreement by Client to TriTech for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier(s), the coverage limits of such insurance. 9.2 IN NO EVENT SHALL TRITECH BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON-USE OF THE TRITECH SOFTWARE, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems— Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 23 10.0 DISPUTE RESOLUTION 10.1 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. Escalation Timetable (Business Days) 0 to 5th 6' to 10`h I IIh to 15th (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. (i i) 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. (i i i) 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 assert their rights under this Agreement. TriTech Representative Manager of Technical Services VP Client Services Executive Officer Client Representative Project Manager Fire Captain Fire Chief (b) Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with the informal dispute resolution procedures set forth hereof, the parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems —Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 23 (c) Notwithstanding the foregoing, either party may, before or during the exercise of the informal dispute resolution procedures set forth 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. 11.0 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. 12.0 FORCE MAJEURE/EXCUSABLE DELAY 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. 13.0 CONSTRUCTION AND HEADINGS 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. 14.0 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 Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 23 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 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 15.0 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 Contractor to any representation not expressly contained in a written agreement signed by a 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. 16.0 APPLICABLE LAW The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. 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 this Agreement. 17.0 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. Subcontracting. Notwithstanding the provisions (above), the Contractor shall have the right to delegate matters to such subcontractors as are approved in writing by the City's Fire Chief or his designee. Permitted Assignment. Notwithstanding the provisions of this Section, 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. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems— Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page I I of 23 18.0 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 overnight courier, or 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: Santa Ana Fire Department Attention: Chief Garcia City of Santa Ana Fire Department 1439 S. Broadway Santa Ana, California 92707 If to the Contractor: TriTech Software Systems 9860 Mesa Rim Road San Diego, CA 92121 Attention: Chris Maloney, President 19.0 GENERAL TERMS 19.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement. 19.2 This Agreement shall not become a binding contract until signed by an authorized officer of both parties, and it is effective as of the date so signed. 19.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems —Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 23 19.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 19.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. 19.6 A facsimile of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof) shall be treated as an original. Signature Page Follows Santa Ana Software Support Agreement V33 02/06 Copyright © 2006 TnTech Software Systems - Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 23 19.7 THE PARTIE'S ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHERWRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY. ATTEST: PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: La ra Sheedy Deputy City Attorney CITY OF SANTA ANA DAVID N. REAM City Manager LL: CONTRACTOR Christo h . Maloney - President TriTech Software Systems Employer ID # 953871079 Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems— Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 23 G\ 111101►11111u /] SUPPORT FEES Based on the following licenses, the annual support fee will be as shown in Table A-1, based on the software licenses in Table A-2. Prior to the end of the Warranty Period, and each subsequent annual support term, TriTech will forward an invoice to Client for the annual support fee. An increase in the TriTech Software licenses granted to Client will result in an increase in the Software Support fee. Table A-1 Table A-2 Description Qty Total Price VisiCAD Quickest Path Dispatch - Unit Recommendation 1 26,813 Module (requires ESRI) VisiNet GISLink Utility License (Requires ESRI) 1 16,088 VisiCAD Geofile Cross Reference (Point in Polygon) Module 1 2,681 (Requires ESRI) VisiCAD Dispatch Rules Module 1 2,681 VisiCAD SOP Module 1 8,044 VisiCAD Advanced Timers Module 1 5,363 VisiNet Browser - Includes Reports- Site License 1 27,188 VisiCAD Test/Training - Server Software License - (Requires 1 10,725 Server & SQL Server 2000) VisiCAD Test/Training - User Software License 1 3,218 Custom Station Alerting Interface (Includes Rip & Run) Zetron 1 30,030 Model w/ Tone Paging Custom VisiCAD to Keystone CAD Interface 1 41,291 VisiNet Mobile to CAD Interface 1 0 VisiNet Mobile Server (1-50 bundle) 16,088 VisiNet Mobile Mapping Server — Routing 1 5,363 VisiNet Mobile Base Client License 45 24,131 VisiNet Mobile Mapping License with AVL Processing 45 14,479 Optional - VisiCAD Controlling Dispatcher Module 1 5,363 Optional - Archive and Reporting Server - (Requires Server & 1 19,841 SQL Server 2000) Santa Ana Software Support Agreement V3.3 02106 Copyright © 2006 TriTech Software Systems — Confidendal & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 23 ADDENDUM B SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES (1) All VisiCAD Software Errors reported by Client employees shall be resolved as set forth below. Initial response by TriTech will be based upon the priority assigned by Client's supervisor of the CAD. Resolution response will be based upon the priority jointly agreed on by TriTech and Client. Client will specify a central contact person at each CAD site and a Client CAD coordinator who will be the focal point for all CAD activity. (2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech. The written report must be faxed to TriTech at (858) 799-7013. Telephone notification will be made to TriTech's VisiCAD support line at 1 (800) VisiCAD, 1 (888) VisiCAD, or (858) 799-7050. (3) "Normal Technical Services Hours" are 5:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. "Normal TriTech Office Hours" are 8:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. (4) The main support line will be answered by an automated attendant at all hours. The Client can either remain on the line or press 2 to transfer to the Technical Services Department. If a Technical Services representative is available, the call will be answered and handled immediately. If all representatives are busy, the Client will be given the option to leave a message or press 0 (zero) in the case of a Critical Priority Problem, as described below. In the case of Critical Priority Problems (as described below) the Client shall press zero. All other problem reports will operate on a call-back basis after leaving a message in the support voice mailbox. (5) During Normal TriTech Office Hours, pressing zero will transfer the caller to the receptionist who will assist the Client. The receptionist will use these procedures to handle the call appropriately, including finding a Technical Services representative or other personnel to assist the Client. (6) After Normal TriTech Office Hours, pressing zero will transfer the caller to our emergency answering service. When connected to the service, the Client shall provide the operator with his or her name, organization name, call-back number where the Technical Services representative may reach the calling party, and a brief description of the problem (including, if applicable, the information that causes the issue to be a Critical Priority Problem). Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems —Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 23 (7) During Normal Technical Services Hours, each Software Error report or enhancement request will be assigned an issue number. This number should be used for all subsequent inquiries relating to the original Software Error report. Problems reported after Normal Technical Services Hours will be logged and assigned an issue number the next business day. (8) Client shall provide TriTech with a high speed data connection (as more fully defined in the Site Preparation Guide), a separate data quality telephone modem line and a dedicated voice line (in each case as specified by TriTech) to each physical area in which a Server or interface equipment is located to enable TriTech to access, diagnose, update or install a workaround to the system. Client shall additionally provide a voice telephone line located near such areas to allow simultaneous voice and data access. (9) If the problem is not a Critical Priority Problem, TriTech will operate on a call-back basis. If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 23 (10) Priorities and Support Response Matrix Critical Priority - Priority 1 Definition Response Time Resolution VisiCAD Command 240 - Critical software error Callback within an TriTech will work which severely impacts the average of thirty (30) continuously to ability of Client to dispatch minutes during normal provide Client with a emergency units. Generally this Technical Services workaround solution means that over 50% of the business hours; one or to completely system workstations are (1) hour after normal resolve the problem. negatively impacted by this error. Technical Services These Software Errors are business hours. If TriTech has been defined as follows: unable to resolve the Critical Priority — problem or provide a Priority IA: Priority 1 issues must reasonable • The VisiCAD Command be called in via 800- workaround within 24 System is down and all VisiCAD in order to hours of notification, workstations will not launch or receive this response. TriTech will telephone function the City and provide Web entry, fax, e-mail the following: 1) A Priority I B — The VisiCAD and messages to status report on Command user is severely specific staff are TriTech's efforts to impacted due to one of the managed on the next diagnose and/or following conditions: business day — resolve the issue; 2) • Data corruption caused by therefore, the client An estimated duration TriTech Software should always use the of time necessary for • A VisiCAD Command user is telephone to report correction; 3) A unable to enter new requests for this acuity of problem. recommendation on service via the emergency or whether diagnosis scheduled call -taking screen and/or resolution (using all available methods) would be best • A VisiCAD Command user is facilitated through unable to assign a unit to an onsite or continued incident (using all available remote assistance. If methods) the recommendation is • A VisiCAD Command user is for onsite assistance, unable to change status (using all with the Client's available methods) agreement TriTech • A VisiCAD Command user is will arrange for the unable to close an incident (using onsite visit. all available methods) • A VisiCAD Command user is Where a provided unable to view incident workaround allows the information needed to dispatch Client to resume an incident (using all available operations, the methods) resulting issue ticket will be downgraded to the applicable support priority. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 23 Critical Priority - Priority 1 Defmition Response Time Resolution VisiNet Mobile 240 - Critical software error Callback within an TriTeeh will work which severely impacts the average of thirty (30) continuously to ability of Client to dispatch minutes during normal provide Client with a emergency units. Generally this Technical Services workaround solution means that over 50% of the business hours; one or to completely system workstations are (1) hour after normal resolve the problem. negatively impacted by this error. Technical Services These Software Errors are business hours. Where a provided defined as follows: workaround allows the Critical Priority - Client to resume Priority IA: Priority I issues must operations, the • The VisiNet Mobile System is be called in via 800- resulting issue ticket down and all unit mobile devices VisiCAD in order to will be downgraded to will not login or function receive this response. the applicable support priority. Priority I - VisiNet Mobile user Web entry, fax, e-mail is severely impacted due to one and messages to of the following conditions: specific staff are • Data corruption caused by managed on the next TriTeeh Software business day - - A VisiNet Mobile user is therefore, the client unable to receive new requests should always use the for service from V isiCAD telephone to report Command (using all available this acuity of problem. methods) • A VisiNet Mobile user is unable to view incident information needed to dispatch an incident (using all available methods) • A VisiNet Mobile law enforcement user is unable to send or receive justice queries (using all available methods) Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems— Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 23 Critical Priority - Priority 1 Definition Response Time Resolution VisiCAD Interfaces 240 - Critical software error Callback within an TriTech will work which severely impacts the average of thirty (30) continuously to ability of Client to dispatch minutes during normal provide Client with a emergency units. Generally this Technical Services workaround solution means that over 50% of the business hours; one or to completely system workstations are (1) hour after normal resolve the problem. negatively impacted by this error. Technical Services These Software Errors are business hours. Where a provided defined as follows: workaround allows the Critical Priority — Client to resume Priority I A: Priority I issues must operations, the • There are no Priority IA issues be called in via 800- resulting issue ticket for interfaces VisiCAD in order to will be downgraded to receive this response. the applicable support Priority I B —One or more priority. VisiNet interface is severely Web entry, fax, e-mail impacted due to one of the and messages to following conditions: specific staff are • Data corruption caused by managed on the next TriTech Software business day - - A VisiCAD Station Alerting therefore, the client Interface fails process a station should always use the alert as part of a unit assignment telephone to report (once diagnosed as not being this acuity of problem. caused by the station alerting system) • A VisiCAD Paging Interface fails process a unit alert as part of a unit assignment (once diagnosed as not being caused by the station alerting system) • An ANI/ALI interface is down • A CAD to CAD interface is down • A NCIC/State Message Switch is down VisiCAD Browser & There are no Critical Priority - Not Applicable VisiNet CADLink Priority I issues for VisiNet Browser and VisiNet CAD Link Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 23 High Priority — Priority 2 Definition Response Time Resolution Products: 24x7 - A serious Software Error Call back within an Workaround provided • VisiCAD Command not meeting the criteria of a average of one (1) within an average of • VisiNet Mobile Critical Priority, but which does hour during normal twenty-four (24) hours • VisiCAD Interfaces prevent the User from Technical Services if possible. (Providing performing a common call taking business hours; two a workaround would or dispatching function. Such (2) hours after normal usually result in errors will be consistent and Technical Services lowering the priority reproducible. Generally this business hours. of the problem.) means that over 25% of the system workstations are High Priority — Unless a reasonable negatively impacted by this error. Priority 2 issues must workaround is Intermittent errors will be be called in via 800- promptly provided, categorized as Medium Priority VisiCAD in order to TriTech will work (Priority 3). receive this response. diligently to resolve the problem as soon as Examples include the following Web entry, fax, e-mail reasonably feasible. If issues: and messages to a reasonable • Inaccurate address verification specific staff are workaround is information not secondary to managed on the next available, TriTech will problems with GIS data business day — provide a problem • Inaccurate unit therefore, the client resolution in the form recommendations not secondary should always use the of an Upgrade or to problems with GIS data telephone to report modification to the • The inability to view/edit this acuity of problem. Software in a future premise or caution note update. information • The inability to send and If TriTech has been receive text messaging problems unable to diagnose (within CAD, CAD to Mobile, or and provide a Mobile to Mobile) mutually agreeable • Inaccurate information in workaround within incident and unit queue displays five (5) business days that does not meet the criteria for of notification, Client a Critical issue (e.g., false may contact TriTech's positive display of queue Manager of Client warnings) Services or Vice President of Client These issues do not include Services to determine cosmetic, documentation, if on -site support is reporting, or similar problems; or required. questions or inquiries regarding the operation of the software or its installation and training. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems— Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 23 High Priority — Priority 2 Definition Response Time Resolution VisiCAD Browser 240 - A serious Software Error Call back within an Workaround provided not meeting the criteria of a average of one (1) within an average of Critical Priority, but which does hour during normal twenty-four (24) hours prevent the User from Technical Services if possible. (Providing performing a common call taking business hours; two a workaround would or dispatching function. Such (2) hours after normal usually result in errors will be consistent and Technical Services lowering the priority reproducible. Generally this business hours. of the problem.) means that over 25% of the system workstations are High Priority — Unless a reasonable negatively impacted by this error. Priority 2 issues must workaround is Intermittent errors will be be called in via 800- promptly provided, categorized as Medium Priority VisiCAD in order to TriTech will work (Priority 3). receive this response. diligently to resolve the problem as soon as The VisiCAD Browser user is Web entry, fax, e-mail reasonably feasible. If impacted due to one of the and messages to a reasonable following conditions: specific staff are workaround is • Data corruption caused by managed on the next available, TriTech will TriTech Software business day — provide a problem • A VisiCAD Browser user is therefore, the client resolution in the form unable to enter new requests for should always use the of an Upgrade or service via the Browser call- telephone to report modification to the taking screen (using all available this acuity of problem. Software in a future methods) update. • A VisiCAD Browser law enforcement user is unable to send NCIC/State Message Switch queries (using all available methods) and does not receive responses to such queries. VisiNet CADLink There are no High Priority - Not Applicable Priority 2 issues for VisiNet CAD Link Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems —Confidential & Proprietary Unpublished: Ruts reserved under the copyright laws of the United States Page 22 of 23 Medium Priority — I Definition Response rity Prio3 • VisiCAD Command • VisiNet Mobile • VisiCAD Interfaces • VisiNet Browser and VisiNet CADLink Law Priority - Priority 4 • VisiCAD Command • VisiNet Mobile • VisiCAD Interfaces • VisiNet Browser and VisiNet CADLink Normal business hours - A Software Error which does not meet the criteria for Critical or High Priority, or a Critical or High Priority when a reasonable workaround has been provided. This includes intermittent or umeproducible errors. These include but are not limited to: • System Administrator Utilities • Query functions such as Recall or Mobile queries • Reporting errors or calculation problems • Questions or inquiries relating to functionality, system administration, or installation Definition Normal business hours - All other software or documentation error not described above, including: • Terminology, wording or misspellings of text on forms and messages • Documentation inaccuracies • Cosmetic issues Call back on the next business day to confirm or document issues details. If the Client wants an acknowledgement and tracking number to validate issue submission outside of business hours, such issues need to be entered via the web portal. Such acknowledgements are sent via e-mail within two (2) hours to the individual designated Response Call back within two (2) business days to confirm or document issues details. resolution based upon the priority of the issue. Correction of software issues in future release. Questions and inquiries will be responded to based upon priority and order that similar issues were reported. resolution based upon the priority of the issue. Correction of software issues in If the client wants an I future release. acknowledgement and tracking number to validate issue submission outside of business hours, such issues need to be entered via the web portal. Such acknowledgements are sent via e-mail within two (2) hours to the individual designated in the ticket. Questions and inquiries will be responded to based upon priority and order that similar issues were reported. It is the responsibility of Client to notify TriTech of Software Errors and the Priority level. TriTech will notify the Client's CAD supervisor when a workaround or resolution has been provided. An event of Force Majeure, or other delays beyond TriTech's reasonable control, including, but not limited to interruption of telephone or cellular telephone service, or paging services caused by the respective carrier's technical difficulties shall not constitute a failure of TriTech to respond within the time limits for Critical or Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems— Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 23 of 23 Oc �D A0411111W CERTIFICATE OF INSURANCE 45335 No 116675705/05O�TE1110611 j-'ICO3950 CONFERS 15 ISSUED AS A MATTER OF INFORMATION ONLYAND 2 CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE & Lf--C24310 DOES NOT AMEND, EXTEND 08 ALTER THE COVERAGE AFFORDED BY THE x POLICIES, BELOW, San COMPANIES AFFORDING COVERAGE 6 3 AWINS - SCOTTSDALE INS. CO. A SYSTEMS, A- Dt(k-�5jo CA 1i2121 HARTFORD-i-1-4RTFORC CASUALTY co""'ANB LMERY iNSURAMICE CC, CARPENTER MOORE -- AXIS SPECIALTY EEMNR NY C -INSURANCE 'Co, AWTNS - RSUI INDEMNITY COMPANY LETTEB NO COVERAGE ON THIS DOCUl"'ENT COMPANY LtE �,M COVERAGES H;S IS TO GERT,FY 'HAT THE PCIiUrzZ ONSUWNCE RE,T HiIVE SI�LN IERM �l Wr, - - 0-1- !�E NlluHEDNAM'-C),H3(WE i'OP, '-E POLK,IPEN ��Ou DCAI HcE�) 1) m)N�> AN),C�ONTRACT QPI 0,1�IERDOEVRIEN� BE FIEOFR MAY 'FRTAIN, -I,-- !N82 PRI,,Cr A7FPnDFLT ry THc F UVIFS BESRIFF D `R@IN T I—BJFCI TQ IIiL OlEls EXCSj&K)Ns AND .'()NVMONSC� HAVEBEEINREDC co TYPE Of INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXINUATR;N LTR---- - ---- -- � T, DATE,VV GENERAL L:AWUTY Gljp AUTDIA36NX UAINUTY Y A%l Akl1� 7 2 ----PGTQ,--, 1.60 EXCESS UAR&ITY NYTA4 i 6 3 WORKERS COMPENSATION NO COVERAGE AND EMPLOYERS' UAENUTY DESCRIRTION-� OF Upe,,T,�NS, LQCR) - US j BC 11 41� I E I S I I SPE I CIAL ITEMS Al"I'NT: RODEPTA R?TCM-�,S� SA��'-A ANA 0 251-16T _ ....... .... . __ 9271 0 7 -* 2,000,000 0 5 / 0 1/ 07✓ *1,003,000 I-1,000,000 05/01106 V �,C,;�, N os/oi/06 03/01/�6 Drl—',F _0•G 5 -TCT-rIMIT -:,AIYS 35/0 -2/07 MADE TR=ECH SCI77WARR SYS. RETRO DATE 10-28-96 S'JI 3LD UJ L UE CACLLD Sc! 11RE T-E cAT r 7, co'JPllIly W�-- ENDAl,,Cfl rlj 30 LEr S,J FAh-JE- TO NIAL EUCI` MPC)E� H _RL R 11 S CnJPRArFC 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 MATH 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 SEEN REDUCED BY PAID CLAIMS. _ INSR ADD' - -_- --- 'POLICY EFFECTIVE T POLICY NUMBER ryy POLICY EX%RATIONI UNITS '.. GENERALLtARNTY BCS0972&30 11ll2006 EACH OCCURRENCE $ 1,000,AQo - 5/1/2007 -- X COMMERCIAL GENERAL! ABILITY PREMISES iEn 'PRMASESIE50,000 a;wretu^eI b r• G' AH«t31.'...CE .. OCCUR : MED ESP (Anr Ma W.S S A PERSONAL BAOVINJURY It 1,000,000 GENERAL AGGREGATES. 2,000,000 GENLAGGREGATE LIMIT APPLIES PER : I PRODUC S-COMP+pP AGG $2O0O.QQ0 P111TRO PO.iCY 3 LOC AUTOMOBILE LIABILITY;COMBINED r SINGLE LIMIT S 1.000.000 X ANYAU-0 '.. ! IS..6,en:) ALL CAVNEO AUTOS 72GEGTR4713 5f112006 5f 712007 i BODILY INJURY �. l SCHEDULED AUTOS ',:. ':,.. P.,wYPn, s HIRED AUTOS aWILY INJURY 23 F_. NON -OMED AUTOS 'PROPERTY OAMAGG $ : : !parerzlUenl7 GAGE LIABILITY :AUTO ONLYEAACCIDENT 5 I--{ ANY AUTO EAACC $ OTHER THAN ___ ...... .. AUTO ONLY. AGO ' S EXCESSIUMBRELLA LIABILITY `9R,A2163 (I 51112006 _ J/1J2007 EACH OCCURRENCE ' $ :.000,000 I_+Y j OCCUR '.. CLAIMS MADE AGGREGATE $ 4.000,000 F IS j DEDUCTIBLE. I :... i IS RE TEN➢ON S ',. ___ —_-----_-____...___ 5 I: WORKERS COMPENSATION AND 188r44AO5 711$,2006 '. 3/I 1200? ''x i. VIC StAAT - OTH . EMPLOYERS' LIAIDUTY E __ B ANY PROPRIETOWRRRtNERF%^:GJT�VE '�. _ EL EACTIACCIDENI $ 1000000 E%CL'JCED4 E.L. DISEASE - EA EMPLOYEE; $ I,{N}O,OOD USPNOFI'CeR1MEMBEF ECAL PROVI51ONSte'.ow 'I ELOISFA'ti-POLIC"LIMIT=$ 1,000,000 TOO ology E&0Liability EC N624880 5.'112006 5112007 S2.000.0001-mut Claims Made Tritech D', ' - e"O... re S b. Retro Date 10-29-98 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS y CITY OF SANTA ANA FIRE DEPARTMENT AITN: WILLIAM WATSON. PRINCIPAL MANAGEMENT ANALYST' 1439 S. HROADW'AY S.ANTA ANA, CA 92707 ACORD 2512001108) Client # 45335 Mst # 3176 CETI # Subiece SHOULD ANY Of THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE "P RATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLD IS NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL TION IMPOSE NO OBLIGAOR LIABII�TY GLARY RIND UPON THE INSURER, ITS AGENTS OR Myers iP ACORD CORPORATION IMPORTANT If the certificate holder is an ADDITIONAL. INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. t3 ACORD 26 (2001108) INSURED TnTech Software Systems POLICY#: BCS0012839 COMPANY Scottsdale insurance Company POLICY PERIOD: 5/112006 EFFECTIVE DATE: 9/1112006 • TO 5iV2007 k 17 -1 r-Tj7,-,H1-T,—hjI ALOHORLM ROMESENTATIVE DATE