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HomeMy WebLinkAbout25B - AGMT - PD SOFTWARE SYSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: AGREEMENT WITH TRITECH SOFTWARE SYSTEMS FOR AN INTEGRATED SOFTWARE SYSTEM FOR THE POLICE DEPARTMENT {STRATEGIC PLAN NO. 1, 2A} CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 1,.x_9 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO Authorize the City Manager and Clerk of the Council to execute an eight -year agreement with TriTech Software Systems for the purchase and support of an integrated software system for the Police Department, commencing November 17, 2015, in an amount not to exceed $3,514,438.39, and an additional $213,000 contingency totaling $3,727,438.39, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Police Department is currently utilizing over 50 separate systems to perform routine dispatch and records management functions. In 2012, the Police Department began researching new integrated software systems to replace these obsolete, manual, and, in some cases, non - supported systems. The Police Department has completed the request for proposals (RFP) evaluation process and recommends the approval of an agreement with TriTech Software Systems to provide the Police Department's new integrated software system. The initial system purchase amount of $2,128,032.16 will be funded through asset forfeiture monies provided by the Department of Justice. The new system will result in efficiency savings equivalent to 7 additional patrol officers and 7 additional records clerks as well as a reduction of 750,000 printed pages each year. This agreement includes a two year implementation phase, followed by one year of full warranty coverage, and a five year maintenance period that will allow the Police Department to preserve the favorable conditions that were negotiated in the contract development process. Otherwise, the purchase agreement would expire once the system was installed and operational leaving the City subject to less favorable standard terms and conditions that are part of the vendor's prevailing support agreement. The Police Department provided project presentations and updates to the Public Safety Committee at their regularly scheduled meetings in April 2012, July 2012, and August 2013. The Committee was supportive of the project and the Department moved forward with drafting an RFP. In August 2015, Deputy Chief Schnabl of the Police Department made a final presentation to the Public Safety Committee with the findings of the search process in preparation for submitting a request to award the contract to TriTech. 2513-1 Agreement with TriTech Software Systems November 3, 2015 Page 2 On November 27, 2013, the Police Department issued a request for proposals (RFP #13 -071) for an integrated software system comprised of Computer Aided Dispatch (CAD) and Records Management System (RMS) for the Police Department. On December 17, 2013, a pre - proposal conference was conducted, and on January 29, 2014, the City received proposals from six firms. Infor, Intergraph, New World, Spillman, Sungard, and TriTech each submitted proposals for consideration. The Police Department developed a thorough evaluation process (described below) to select its integrated software solution. In January 2014, an Integrated Software Evaluation and Selection Committee was formed, comprised of representatives from all of the bureaus within the Department (i.e. Administration, Field Operations, Investigations, and Jail) as well as City IT. In addition, the Department secured the services of integrated software consultant Cit -Com Inc. to assist with the process. The Committee, with the help of Cit -Com, performed an initial evaluation of the proposals and the scoring results are listed below. 25B -2 Criteria Summary Weight Maximum Value* 5 SUNGARD TRITECH NEW SPILLMAN INTERGRAPH WORLD INFOR 1 Adherence to Format 2 10 10 10 10 10 10 10 2 Completeness of Proposal 5 25 25 25 25 25 25 20 3 Quality /Depth of References 5 25 17.5 20 20 25 20 10 4 Post Implementation Support 5 25 22.5 20 15 17.5 15 5 5 Financial Stability /Resources 5 25 20 20 22.5 25 25 15 6 Experience /Expertise of Staff 5 25 20 22.5 20 20 15 17.5 7 System Functionality 15 75 71.69 64.89 70.42 66.16 66.16 69.84 8 Reference Checks 5 25 17.5 18.75 22.5 15 15 20 9 Integration and Interfaces 10 50 45 35 50 40 50 20 10 Hardware 5 25 17.5 20 20 17.5 17.5 17.5 11 Cost 10 50 41.78 42.51 31.26 27.81 31.87 50.00 12 Willingness to Negotiate 10 50 30 30 25 20 20 20 13 Implementation and Data Conversion 5 25 20 20 17.5 20 20 17.5 14 Project Management 6 30 24 24 1 21 21 21 18 15 Training 5 25 22.5 20 20 22.5 12.5 15 16 Documentation 2 10 8 8 9 9 7 6 Total Score 500 412.97 400.66 399.18 381.46 371.03 331.34 %of Available Score 100 82.59 80.13 1 79.84 76.29 74.21 66.27 25B -2 Agreement with TriTech Software Systems November 3, 2015 Page 3 The Committee selected the four vendors with the best proposals and invited them to give system demonstrations. Intergraph, Spillman, Sungard, and TriTech were each permitted a two -day demonstration period to present their solution to the Selection Committee and Police Department subject matter experts. Based on the content of their presentations as well as feedback from subject matter experts who attended the presentations, the vendors' scores were updated. 3 4 The Committee selected the top two vendors, Spillman Technologies and TriTech Software Systems, and proceeded with an in -depth examination into the experience and products of the two finalists as related to the evaluation criteria in the RFP. This included site visits, telephone interviews of existing customers, meetings with company executives, and user group meetings. 25B -3 Criteria Summary Weight Maximum value * 5 TRITECH SPILLMAN SUNGARD INTERGRAPH 1 Adherence to Format 2 10 10 10 10 10 2 Completeness of Proposal 5 25 25 25 25 25 3 Quality /Depth of References 5 25 20 20 17.5 25 4 Post Implementation Surmort 5 25 20 15 22.5 17.5 5 Financial Stability/Resources 5 25 20 22.5 20 25 6 Experience /Expertise of Staff 5 25 22.5 20 20 20 7 System Functionality 15 75 60 60 41.25 45.00 8 Reference Checks 5 25 18.75 22.5 17.5 20 9 Integration and Interfaces 10 50 35 50 45 40 10 Hardware 5 25 20 20 17.5 17.5 11 Cost 10 50 42.51 31.26 41.78 27.81 12 Willingness to Negotiate 10 50 30 25 30 20 13 Implementation and Data Conversion 5 25 20 17.5 20 20 14 Project Management 6 30 24 21 24 21 15 Training 5 25 20 20 22.5 22.5 16 Documentation 2 10 8 9 8 9 Total Score 500 395.76 388.76 382.53 365.31 of Available Score 100 79.15 77.75 76.51 73.06 3 4 The Committee selected the top two vendors, Spillman Technologies and TriTech Software Systems, and proceeded with an in -depth examination into the experience and products of the two finalists as related to the evaluation criteria in the RFP. This included site visits, telephone interviews of existing customers, meetings with company executives, and user group meetings. 25B -3 Agreement with TriTech Software Systems November 3, 2015 Page 4 The table below shows the details of the site visits that were made. Agency / Location Visit Date System Evaluated Orange County CHIP / Irvine, CA 09/03/2014 TriTech CAD Torrance PD / Torrance, CA 09/09/2014 Spillman CAD /RMS Kings County SO / Hanford, CA— 09/17/2014 Spillman CAD /RMS Santa Barbara County SO / Santa Barbara, CA 09/18/2014 TriTech CAD Lake County SO / Waukegan, IL 09/22/2014 TriTech RMS McHenry County SO / Woodstock, IL 09/22/2014 TriTech RMS Crystal Lake PD / Crystal Lake, IL 09/23/2014 TriTech RMS At the conclusion of the Selection Committee's research, the two finalists were given a list of concerns specific to their product and proposal and invited to submit a Best And Final Offer (BAFO). The results from the research and the BAFO's were analyzed to determine a final vendor. Based upon the findings from this process, the Integrated Software Evaluation and Selection Committee recommended the Police Department contract with TriTech Software Systems for its new CAD /RMS solution. Of the six vendors that responded to the City's RFP, TriTech's system proved to be the best fit for the Department, particularly in the following areas: • CAD — TriTech's CAD system is the most robust, feature -rich application of those the Committee reviewed. In addition, TriTech's CAD is expandable (e.g. custom command line; agency- designed on- screen forms; access to CAD messaging, etc.), something no other vendor offered. • RMS — TriTech has recently completely re- written its Records Management System, adding new user tools such as drag- and -drop usage of existing information. Similar to the CAD, their RMS is also customizable (e.g. adding new fields, tabs, etc.) as well as expandable (i.e. allowing agencies to create completely new modules as well as custom report forms, each with its own specific workflow). • Innovation — Of the vendors that responded to the RFP, TriTech was the most innovative. They have a history of incorporating new technologies, whether by developing components in -house or by acquiring best -in -breed software solutions and merging them into their system. The Police Department proposes to enter into an eight -year agreement with TriTech, Inc. beginning November 17, 2015. The agreement includes a base agreement amount of $3,514,438.39 and a $213,000 contingency to be used for unanticipated work at the City's sole discretion, for a total eight -year agreement amount of $3,727,438.39. In addition to this TriTech agreement cost, additional estimated project costs that the City will incur include: System Hardware $200,000 Project Management/Programming Contract $730,000 City IT Costs $TBD 25B -4 Agreement with TriTech Software Systems November 3, 2015 Page 5 Staff will seek City Council approval of equipment purchases, project management, and staffing costs at a future date. This project was intentionally excluded from the analysis performed by Third Wave Corp. due to its status of already being in- progress. However, they were in agreement that an integrated law enforcement software system would benefit the City. This project will result in most of the advantages highlighted by Third Wave as important when evaluating an IT project including: staff time savings; business process improvement; improved productivity and efficiency; enhanced customer service; cost savings; better use of staff time / high value work; accurate reporting; reduced stress and frustration; and improved transparency. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #2, (Broaden communications, information sharing and community awareness of public safety activities), Strategy A (Purchase and implement a new integrated software system for the Police Department to improve productivity and increase efficiencies and transparency). FISCAL IMPACT Funds in the amount of $3,727,438.39 (contract price of $3,514,438.39 and contract contingency in the amount of $213,000.00 will be available as follows): System Software and Implementation: Funds in the amount of $2,128,032.16 are available in the Police Department's Criminal Activity - DOJ contract services account (no. 02614450 66510) for system software and implementation for the following fiscal years: FY 2015 -16 $371,574.87 FY 2016 -17 $1,206,241.77 FY 2017 -18 $550,215.52 Subtotal $2,128,032.16 Support and Maintenance: Funds in the amount of $1,599,406.23 to cover the expenses for support and maintenance for the remainder of the agreement will be budgeted in the Police Department's Information Systems — Contract Services account (no. 01114425 62300) as follows: FY 2017 -18 FY 2018 -19 FY 2019 -20 FY 2020 -21 FY 2021 -22 Subtotal $ 261,135.95 $ 268,970.03 $ 277,039.13 $ 285,350.30 $ 506,910.82 $1,599,406.23 ... _ ..... . Carlos Rojas Chief of Police Santa Ana Police Department Exhibit: Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgt. Services Agency 25B -5 r )))TRITECH SOFTWARE SYSTEMS TriTech Software Systems 9477 Waples Street, Ste, 100 San Diego, CA 92121 Phone. 858.799.7000 Fax: 858.799.7011 www.tritech.com SYSTEM PURCHASE AND SUPPORT AGREEMENT TRITECH SOFTWARE SYSTEMS FOR SANTA ANA POLICE DEPARTMENT Santa Ana Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page I of 104 25B -7 System Purchase and Support Agreement SYSTEM PURCHASE AND SUPPORT AGREEMENT TABLE OF CONTENTS 1.0 INTRODUCTION., 4 ........ - ........................................... - .............. ..................... - 2.0 ADDENDA ............................................................................ ..............................4 3.0 INTENTIONALLY DELETED ................................................ ..............................5 4.0 PRICES AND PAYMENT ...................................................... ..............................5 5.0 SOFTWARE LICENSES ....................................................... ..............................6 6,0 DELIVERY, INSTALLATION, TITLE AND RISK OF LOSS . ..............................9 7.0 SITE PREPARATION .......................................................... .............................10 8.0 SECURITY INTEREST ........................................................ .............................11 9.0 SERVICES ........................................................................... .............................12 10.0 ACCEPTANCE .................................................................... .............................13 11.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS ........... .............................14 12.0 LIMITED WARRANTIES 16 ..... .. ..... ..... ................................. - ......... . ............ ,....... 13,0 MAINTENANCE AND SOFTWARE SUPPORT .................. .............................18 14.0 SOURCE CODE ESCROW .................................................. .............................21 15.0 DEFAULT AND TERMINATION .......................................... .............................22 16.0 INDEMNIFICATION AND LIMITATION OF LIABILITY ....... .............................23 17.0 INSURANCE ...................................................................... 24 ............................... 18.0 COPYRIGHT & TRADE SECRET INFRINGEMENT.... .................................... 25 19.0 INTENTIONALLY DELETED 26 ............................................. ............................... 20.0 SALES, USE AND PROPERTY TAX., 26 .......... ........ - ................................ ...... 21.0 SEVERABILITY ................................................................... .............................26 22.0 FORCE MAJEURE /EXCUSABLE DELAY..... ........ - .......... - ......... -- ......... --26 23.0 CONSTRUCTION AND HEADINGS .................................... .............................26 24.0 WAIVER ............................................................................... .............................27 25.0 ENTIRE AGREEMENT., 27 .......... .............................. .................................. 26.0 APPLICABLE LAW...... 27 ....... - .................... - .......... ...................... ............ - .... 27.0 ASSIGNMENT ..................................................................... .............................27 28.0 NOTICES ............................................................................. .............................27 29, ORDER OF PRECEDENCE.... 28 ........... ........ ......... ......... ............................. 30.0 GENERAL TERMS .............................................................. .............................28 Santa Ana System Purohnse arid Suppor[ Agreement Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 104 41#1461 ADDENDUMA .......................................................:...................... .............................31 ADDENDUMA- 1 .... .. .......... - .................................................... ................... --- ........ 32 ADDENDUMA- 2 ........................................................................... .............................33 ADDENDUMA- 3 ........................................................................... .............................48 ADDENDUMB .............................................................................. .............................50 ADDENDUMC .............................................................................. .............................51 ADDENDUMD ....... ... ........ - ...... .................................................................. .. ....... .,. ... 52 ADDENDUME .............................................................................. .............................40 ADDENDUMF .............................................................................. .............................54 ADDENDUMG., ........ ............................................. ........ ....... ......... ......... ............ 74 ADDENDUM H .............................................................................. .............................75 Santa Ana System Purchase and SuPPort Agreement Copyright © 2015 TriTech Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page 3 of 104 25B -9 SYSTEM PURCHASE AND SUPPORT AGREEMENT Client: City of Santa Ana Santa Ana Police Department Address: 60 Civic Center Plaza, M -96 City, State, Zip: Santa Ana, CA 92702 Phone, Fax: Phone 714:245.8756 Contact Name: Deputy Chief James Schnabi 1.0 INTRODUCTION 1.1 This Agreement, is made by and between TriTech Software Systems, referred to as "TriTech ", with offices at 9477 Waples Street, Ste, 100, San Diego, California 92121, and the entity named above, referred to as "Client" (who together are referred to as the "Parties" herein), with reference to the following facts: 1.2 This Agreement is for the purchase and support of an integrated Computer System (the "System ") consisting of a Computer -Aided Dispatch System (Inform CAD); Mobile Data System (Inform Mobile); Records Management System (Inform RMS); and Field -Based Reporting system (Inform FBR), including applicable Interfaces, software, equipment and services, and ongoing aunual software support (the "Project ") as more fully described in this Agreement and the Addenda hereto, 1.3 In consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, Client and TriTech agree as follows: 2.0 ADDENDA 2.1 The following documents are attached as Addenda to this Agreement and incorporated by reference as though set forth in full: (a) Addendum A -1 Statement of Work (b) Addendum A -2 Pricing and Payment Milestones (c) Addendum A -3 System Planning Document (d) Addendum B TriTech Master Three Party Source Code Escrow Agreement Santa Ana System Purchase and Support Agreement Copyright n 2015 TriTech Software Systems Unpublished; Rights reserved under tho copyright laws of the United States Page of 104 1J (e) Addendum C M Addendum D (g) Addendum E (h) Addendum F 3.0 INTENTIONALLY DELETED 4.0 PRICES AND PAYMENT Subcontractor Warranty, Support and Maintenance Agreements, if applicable Subcontractor License Agreements, if applicable Software Support Terms TriTech.com Subscription Service License and Use Terms 4.1 Unless otherwise stated herein, all dollar amounts contained in this Agreement are in U.S. dollars. The total amount of this Agreement shall not exceed $3,514,438.39, unless otherwise mutually agreed to in a change order signed by both parties. The Contract Price for the purchased and /or licensed items hereunder is $2,128,032.16, as more completely specified in Addendum A -2. Client shall pay the Contract Price without deduction or offset on the terms specified in Addendum A -2, pursuant to invoices issued by TriTech which shall be due net forty - five (45) days from date of invoice. The fees for annual software support and maintenance for years 2 through 6 shall be $1,31.1,598.38 (includes annual Source Code Escrow enrollment and specified annual subscription fees) as specified in Addendum E Software Support Terms. Ongoing annual subscription fees for TriTech.com IQ shall be $74,807.85, for years 2 through 6 as specified in Addendum F TriTech.com Subscription Service License and Use Terms. 4.1.1 For cacti payment milestone identified in Addendum A -2, TriTech's Project Manager will provide the Client with a TCR for signature. The Client signed TCR will initiate TriTech's invoicing of the payment milestone. 4,1.2 The Contract Price for the Deliverables and Services defined in Addendum A -2 is based on a firm fixed price, subject to the following adjustments. In the event that Client in its sole discretion chooses to delay implementation of any Deliverable for more than six (6) months beyond the Go Live date set forth in the Project Schedule, and the then current pricing for such Deliverable(s) including applicable Services has increased since the date of execution of this Agreement, such then current pricing will apply. A change order for signature by both parties will be processed to adjust the Contract Price. 4.13 Fees for ongoing annual Software Support will be paid in accordance with Addendum E Software Support Terms. 4.1.4 The annual subscription fee for TriTech,com IQ will be paid in accordance with Addendum F TriTech.com Subscription Service License and Use Terms, 4.2 TriTech reserves the right not to deliver the purchased and /or licensed items, or any part thereof, until credit approval and /or lease approval (if applicable) has occurred, Santa Ana System Purchase acid Support Agreement Copyright (D 2015 TffT clt Software Systoms Unpublrshod: Rights reserved under dio copyright laws of the United States Page 5 of 104 25B -11 4.3 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one -half percent (1 -1/2 %) per month, or the highest rate permitted by law, whichever is less, from forty -five (45) days after their due date until paid. The remittance address for payments only is: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320 -3223 4.3.1 In the event that Client is in arrears on payments due to TriTech of more than sixty (60) days from the due date, TriTech in its sole discretion may elect to stop work on the Project for non - payment until Client becomes current on payments due. In such event the Project Schedule will be adjusted accordingly, and TriTech shall not be considered to be in default for delays caused by Client's non - payment. 4.4 If Client desires to finance the Contract Price or any part thereof, it shall notify TriTech as soon as possible, but no later than the date of contract signing, and shall work diligently to secure said financing so as not to delay Delivery. TriTech shall be under no obligation to deliver any item hereunder until it receives a valid purchase order or firm letter of commitment from such financing company. Should Client finance the Contract Price, TriTech shall not be obligated to refund any deposit until the lease or loan has been funded and TriTech has been paid in full. For purposes of this Agreement, the term "finance" includes but is not limited to leasing. 4.5 If Client desires to purchase any of the items specified in this Agreement via a lease or other financing option, this Agreement shall be incorporated by reference in the lease agreement or financing agreement and the terms and conditions herein shall supersede such agreements or any purchase order, assignment agreement, or other contract of the lessor or lender. Notwithstanding a lease or other financing option, Client shall continue to be fully obligated under this Agreement. 5.0 SOFTWARE LICENSES 5.1 In consideration for, and subject to, the payment of the license fee(s) specified in Addendum A -2 of this Agreement, and the other promises, covenants and conditions herein, Client is granted the following licenses to the Software: 5.1.1 The TriTech Software: A nontransferable, nonexclusive, perpetual 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 Addendum A -2, and on the Equipment set forth in Addendum A -2. 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 Section 11.0 herein. Additional TriTech Software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this Section 5.0. Santa Ann System Purchase and Support Agreement Copyright © 2015 MiTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 6 or 104 25B -12 5.1.1.1 Each copy of the TriTech Software provided under this license that is not identified in Addendum A -2 of this Agreement as a Disaster Recovery license may be used on only one Primary Computer System at any one time. 5.1.1.2 Each copy of the TriTech Software provided under this license and identified in Addendum A -2 of this Agreement as a Disaster Recovery license may be used in a standby mode on only one Disaster Recovery 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 Disaster Recovery System and the Designated Application Software identified as a Disaster Recovery license may be enabled to function in its place. When the Primary Computer System returns to its normal operational mode, the Disaster Recovery System and the Designated Application Software identified as a Disaster Recovery license must be returned to its standby mode. 5.1.1.3 Client shall be entitled to have a copy of the TriTech Software residing on the Primary Server(s), and the Archive or Reporting Server. 5.1.1.4 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. 5.1.3 TriTech.com IQ Software: The licenses set forth in the TriTech.com IQ License & Use Agreement in Addendum F, if applicable, subject to the terms and conditions contained therein. 5.1.4 Subcontractor Software: The licenses set forth in the License Agreements included in this Agreement in Addendum E, if applicable. 5.1.5 System Software: The licenses set forth in the applicable vendor's license agreements that accompany such software. Third party products providing supplemental software code to the TriTech Software and not subject to separate licensing provisions shall be licensed in accordance with the provisions of this Section 5. 5.2 Each Workstation and Server that is configured to utilize the functionality of any Subsystem Software must have a full -user license under this Agreement, 5.3 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 Santa Ana System Pn('ehaae and support Agreement Copyright (0 2015 TriTech Softwat Systems Unpubttshod: Rights reserved Under the copyright laws of the United States Page 7 of t04 25B -13 Subsystem Software and the associated Documentation not expressly granted in this Agreement. 5.4 Software (including without limitation Subsystem 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 Use Subsystem 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, California, provided that the Subsystem Software is installed and operated at only one physical location. The Software shall not be used for other than the application(s) described in the Statement of Work. 5.5 Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works, or transfer the Software or any Subsystem 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 the applicable Vendor. In such event, Client shall not be entitled to a refund of the license fees paid hereunder. 5.6 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 under Section 14,0 (Source Code Escrow). Without limiting the generality of the foregoing, except as provided in Section 14.0, 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 Subsystem 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. 5.7 Client may not export any Software or Documentation outside the United States without further prior written agreement of TriTech or the applicable Subcontractor. 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. 5.8 These licenses are effective until surrendered or terminated hereunder or under the terms of the applicable software license agreements. 5.9 Client may surrender any software licenses provided in connection with this Agreement at any time by performing the actions described in paragraph 15.4 of this Agreement, or the applicable software license agreement. Such surrender shall not affect TriTech's right to receive and retain all accrued fees, charges and expenses earned hereunder. 5.10 Provided that the Client has maintained continuous software support and has fully paid the annual software support fees for the Client's licensed TriTech Software when due, and if within seven (7) years from the signature date of this Agreement, in the event TriTech notifies its Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 104 25B -14 client base that TriTech will no longer offer for sale or purchase the TriTech Software products licensed by Client, and further notifies its clients of successor TriTech Software products (e.g. software products based on new technical architecture, with substantially equivalent modules and functions as currently licensed by Client ( "Successor Products "), TriTech agrees to: a. Make available to the Client the Successor Product(s) at no additional license fees. b. License such Successor Products to the Client in accordance with the Software License provisions in this Section 5. C. Client shall be responsible for payment of license fees for new modules or functions for the Successor Products that were not licensed as part of this Agreement. 5.10.1 TriTech agrees that it will not end support for any of the City's licensed TriTech Subsystems implemented under this Agreement for a period of thirty -six (36) months from the date of Final System Acceptance. 5.10.2 TriTech agrees that it will not charge Client fees for implementation services, hardware refresh, third party hardware or third party software licenses associated with implementation of Replacement Products implemented within thirty -six (36) months from the date of Final System Acceptance. 5.10.3 Fees for implementation services, hardware refresh, third party hardware or third party software licenses associated with implementation of Replacement Products implemented following thirty -six (36) months from the date of Final System Acceptance are not included and will be charged at TriTech's or the applicable third party vendor's then current rates. 5,10.4 Sections 5.10.2 and 5.10.3 do not apply to upgrades or Updates for the Client's Licensed TriTech Software that require City provided updates for third party software, or services for hardware refresh. 5.10.5 In the event that the Client notifies TriTech of the Client's intent not to move forward with implementation of the TriTech Replacement Product(s), support will continue to be provided for the Client's Licensed TriTech Software in accordance with Addendum E of this Agreement, until the end of support date stated in TriTech's notice to its client base, TriTech will provide no less than twelve (12) months' notice. 6.0 DELIVERY, INSTALLATION, TITLE AND RISK OF LOSS 6.1 TriTech will Deliver the items purchased and/or licensed hereunder and perform the services pursuant to the Statement of Work, subject to the provisions of the FORCE MAJEURE/EXCUSABLE DELAY section (22.0) of this Agreement, and further subject to delays caused by the actions or omissions of Client, including, but not limited to, delays in approval of the Specifications and /or Acceptance Test Procedures, training, system configuration, DOLE participation and /or Acceptance testing. Unless specifically identified as a TriTech task in the Statement of Work, Installation of Workstations into consoles, furniture or similar work area Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States ` Page 9 of 104 25B -15 components at Client's Designated Location is the responsibility of Client. 6.1.1 TriTech resources are allocated for each project based upon the mutually agreed upon Project Schedule. Client requested changes to the Project Schedule, including but not limited to training dates, or the Go Live date, or additional on -site meetings requested by Client will require TriTech to reallocate resources to accommodate the schedule change. Such changes to the Project Schedule must be mutually agreed upon in writing, and may result in additional fees for reallocation of resources, including applicable travel expenses. 6.2 TriTech will provide the Client with training for the System as specified in the Statement of Work and according to the agreed upon Project Schedule. If the Client is not available for training at the scheduled time, a revised training schedule will be established based upon the mutual agreement of TriTech and the Client. Any delay in performance of this Agreement resulting from such changes to the training schedule shall be deemed to be an Excused Delay under Section 22.0 herein and shall not result in a breach of this Agreement by TriTech. 6.3 Implementation of Live Operations with any Subsystem shall not occur (except for operations necessary to conduct Acceptance Tests pursuant to the Acceptance Test Procedure referred to in Section 10.0) until completion of the applicable Acceptance Test Procedure and Acceptatce of the Subsystem by Client. 6.4 Implementation of the Interfaces and Modifications will be based upon the mutually agreed upon Project Schedule, 6.5 Client shall perform the Client Required Actions described in the Statement of Work in a timely manner. 6.6 Title to all Software provided under this Agreement shall remain with the Vendor thereof, TriTech retains a security interest in the items acquired hereunder as more fully provided in the SECURITY INTEREST section of this Agreement. 6.7 Risk of loss of any Deliverable shall be borne by TriTech until Delivery of the Deliverable to Client. Thereafter, the risk of loss shall be borne by Client. 6.8 Client shall pay all freight charges associated with Delivery of the System (including initial delivery to TriTech (or, if applicable, Subcontractor) facilities and final Delivery to the applicable Designated Location). If such charges are included as a line item in the Contract Price (Addendum A -2), they shall be paid according to the payment terms in Addendum A -2. Otherwise, they shall be paid on receipt of TriTech's invoice for such charges. 7.0 SITE PREPARATION 7.1 Client agrees to provide, at its own expense, those required facilities and equipment specified in Addendum A -3 (the System Planning Document), or in the applicable Documentation or otherwise specified by TriTech in writing, to meet the hardware /software configuration requirements and the requirements for proper electrical power quality and other computer facility Santa Ana System Purchase and Support Agreement Copyright °02015 TriTech Soawue Systema Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 104 25B -16 resources. Client shall also provide and maintain during the term of this Agreement, a high speed data connection (as more fully defined in the System Planning Document), a separate data quality telephone modem line and a dedicated voice line (in each case as specified by TriTech) for maintenance and software support purposes in each physical area where a Server or interface equipment is located. Such facilities and equipment shall be in place and operational prior to Delivery of the items purchased and /or licensed under this Agreement. 7.2 TriTech shall assist Client in meeting its obligations under this section by providing the necessary guidelines and specifications for site preparation. 8.0 SECURITY INTEREST 8.1 TriTech retains and Client hereby grants to TriTech a purchase money security interest in the Software licenses, Equipment, and other items acquired hereunder and in all accessions to, replacement of, and proceeds from said items, as security for the payment of the Contract Price. As used in this paragraph, "proceeds" include whatever is receivable or received when proceeds or collateral is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance related thereto. (Nothing herein shall be deemed to grant or constitute a right to Client to transfer any Software licensed hereunder to any third party.) Client shall, at TriTech's request, sign a financing statement and such other documents as TriTech reasonably requires to perfect its security interest. Such security interest shall be released upon full payment of the Contract Price. 8.2 Until full payment of the Contract Price is made, Client shall maintain the items purchased/licensed under this Agreement i,a good, order and repair at Client's expense, except as otherwise provided under the warranty provisions of this Agreement or any applicable third party warranty, and shall use such items in a manner that will not subject them to waste or deterioration. 8.3 Client shall not, without the prior written consent of TriTech, sell, lease, encumber or otherwise dispose of the items purchased under this Agreement until TriTech's security interest hereunder has been released. (Nothing in the foregoing shah be deemed to grant or imply any license or other right to Client to sell, lend, rent, lease or otherwise transfer the TriTech Software or TriTech.com Software to a third party.) 8.4 Should Client (i) fail to pay any amount specified in this Agreement when it becomes due, (ii) fail to perform any provision of this Agreement to be performed by it, (iii) make an assignment for the benefit of creditors, (iv) suffer the appointment of a receiver for any substantial part of its assets, (v) institute any proceedings for dissolution or full or partial liquidation, or (vi) commence proceedings in bankruptcy for liquidation or reorganization, Client shall be in default of this Agreement Linder Division 9 of the Uniform Commercial Code, and TriTech shall have the rights and remedies afforded a secured party by the chapter of "Default" of Division 9 of the Uniform Commercial Code then in effect, subject to paragraph 15.1 herein. In conjunction with the above -named chapter, but not by way of limitation, TriTech may: 8.4.1 Require Client to disassemble the Equipment, other hardware, and permanently Santa Ana System Purchase and Support Agreement Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 1 I of iO4 25B -17 remove the Software from Client's computers or other storage media or locations and make all such items available to TriTech at Client's premises or such other location as is mutually agreed by the parties. 8.4.2 Render said Software unusable, 8.4.3 Apply the proceeds received from the sale or other disposition of the equipment or software acquired hereunder, in addition to the items specified in Division 9 of the Uniform Commercial Code, against payment of reasonable attorneys' fees and legal expenses incurred by TriTech as a result of Client's default. 9.0 SERVICES 9.1 TriTech and /or its Subcontractors will provide those services specified in the Statement of Work, which is attached hereto and incorporated herein by reference. Any services desired by Client in addition to those specified in this Agreement or the Statement of Work will be subject to the availability and scheduling of TriTech (or Subcontractor) personnel and to TriTech's (or the Subcontractor's) then - current rates, plus expenses. Prior to performing any of the aforementioned additional services, TriTech will provide a written quotation detailing the associated price to be paid for such services. 9.2 The work to be performed shall include the furnishing of all labor,'rnaterials, Equipment, drawings, engineering and services specified in this Agreement or Statement of Work. (Nothing herein shall be construed as providing Source Code to any Software except as provided in Section 14.0 of this Agreement. (Source Code Escrow), 93 TriTech shall appoint a competent TriTech Project Manager to act as its representative and single point of contact, and to monitor its employees and Subcontractors in the Delivery and Installation of the Subsystems provided under this Agreement. TriTech's Project Manager will coordinate and meet with the Client Project Manager as may be reasonably required to discuss any operational issues or the status of the Project. TriTech shall not change TriTech Project Managers without Client's prior written approval, which approval shall not be unreasonably withheld or delayed In the event of unforeseen circumstances such as, but not limited to, termination, illness, or death, TriTech may appoint a replacement TriTech Project Manager of equivalent skill level, and shall notify Client with as much written notice as is reasonably possible. Santa Ana System Purchase and Support Agreement Copyright © 2015 7 6`Pech Software Systems Unpiblishod: Rtghds reserved under the copyright laws of the United States Page 12 of 104 25B -18 9.4 Travel costs incurred by TriTech in connection with services rendered under this Agreement shall be paid by Client, payable upon receipt of TriTech's invoice for such costs, Travel costs submitted for reimbursement will be reasonable, actual costs in accordance with TriTech's travel policy, a copy of which has been provided to the Client. 10.0 ACCEPTANCE 10.1 General. Testing of the System and Subsystems shall occur throughout the Project life cycle as further defined in the Statement of Work (SOW). Client shall not suspend testing when problems are experienced and restart Acceptance testing when the problems are corrected unless the problems prevent continuing with Acceptance testing. If Acceptance testing must be suspended pending corrective action, Client shall promptly advise TriTech by the fastest available means. 10.2 Once the Pre -Go Live tests are complete in accordance with the process set forth and defined in the SOW, the Parties will mutually agree that the Subsystems are ready for Go Live. Such agreement will be documented in the Go Live authorization letter. 10.3 Final Subsystem Acceptance — Inform CAD Inform RMS. Inform FBR and Inform Mobile Subsystems Each group of related Subsystems (Inform CAD, Inform Mobile and related interfaces are grouped together, and Inform RMS, Inform FBR and related interfaces are grouped together) shall be assessed separately during the Reliability Acceptance Test period. In the event that these two groups of Subsystems do not Go Live concurrently, they shall go through the Reliability Acceptance Test at different times, in accordance with the criteria set forth by this Agreement. Upon Go Live of each Subsystem or group of related Subsystems, the Client shall utilize the Subsystem(s) for a thirty (30) day Reliability Acceptance Test period to verify system reliability in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in the Agreement) are reported during such thirty (30) day period, the Subsystem(s) shall be deemed to have passed the Reliability Acceptance Test. In the event that a Critical Priority or Urgent Priority Software Error occurs during the Reliability Acceptance Test period, TriTech shall commence actions in accordance with the Software Support Agreement to correct the reported error. 10.3.1 In the event that a Critical Priority Software Error occurs between day one (1) and day thirty (30) of the Reliability Acceptance Test Period, the Reliability Acceptance Test Period will be stopped and restarted at day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. 10.3.2 In the event that an Urgent Priority Software Error occurs between day one (1) and day fifteen (15), the Reliability Acceptance Test Period will be stopped and restarted from day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. If the Software Error occurs between day sixteen (16) and day thirty (30), the Reliability Acceptance Test Period will be stopped and restated from clay sixteen (16) once the resolution has been provided in accordance with the Software Support Agreement, Santa Ana System Purchase and Support Agreement Copytight © 2015 TriTech Software Systems Unpublished: Rights reserved tinder the copyright laws of the United States Page 13 of t04 25B -19 10.33 If the Subsystems do not pass after three (3) restarts or resumptions due to an unresolved Critical or Urgent Priority software error, the City and'rriTech will develop a joint resolution plan, 10.4 Final System Acceptance. If all Subsystems Go Live together, Final System Acceptance shall occur at the conclusion of the thirty (30) day Reliability Acceptance Test Period defined above. Should the Subsystems be implemented in a two - phased approach with Inform CAD, Inform Mobile and related Interfaces in Phase I; and Inform RMS, Inform FBR and related Interfaces in Phase I1, Final System Acceptance will be achieved at the conclusion of the thirty (30) day Subsystem Reliability Acceptance test period for Phase 11 (Inform RMS, Inform FBR, and related Interfaces) if there are no unresolved Critical Priority or Urgent Priority software errors, including transfer of data between Inform CAD and Inform Mobile, and Inform RMS and Inform FBR as defined in the Software Support Agreement. In the event of Critical or Urgent Priority software error, the steps in sections 10.3.1 through 10.3.2 will be followed. 11.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS 11.1 The copyright to the Software and Documentation (including without limitation the Subsystem Software and Documentation) is owned by the Vendor thereof. Said software and documentation is licensed, not sold. Nothing in this Agreement shall be construed as conveying title in the Software or Documentation to Client. 11.2 Provided that Client's confidential business information and confidential data is marked with the legend "CONFIDENTIAL INFORMATION ", "PROPRIETARY INFORMATION ", or a substantially similar legend, or characterized verbally in such a manner by Client, TriTech agrees to maintain Client's confidential business information and confidential data, including patient identifying data, to which TriTech gains access in confidence and to not disclose such information except as required to perform hereunder or as required by law. Notwithstanding the above, the applicable Vendor shall own the copyrights, trade secrets, patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas, methods, know -how, and copyrightable expression learned or acquired as a result of or in connection with this Agreement to make modifications and enhancements to Software or Documentation. Client shall acquire no intellectual property ownership rights to Software or Documentation as a result of such use, whether as author, joint author, or otherwise. 1.1.2.1 TriTech maintains a security program for managing access to client data — particularly HIPAA and CJIS information ( "Security Approved Personnel "). This includes 1) a pre - employment background check; 2) security training required by Federal CJIS regulations; and 3) criminal background checks /fingerprints required by Federal or State regulations. TriTech will provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). The same security program shall be applied to any TriTech personnel who will access non - public areas at Client's facility, 11.2.1.1 If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff's job assignment. If the Client requires fingerprints submitted in a form Santa Arm System Plll'ehase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights roserved under the copyright laws of the United States Page l4 of 104 25B -20 other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client's site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable TriTech office location. This provision will apply during the installation of the Project and for the duration of the Client's Software Support Agreement, 11.3 Client understands and agrees that the Software and Documentation (including without limitation Subsystem Software and Documentation) including, but not limited to, the Source Code, Object Code, the OSDs, IRDs and ATPs, the Statement of Work, the software design, structure and organization, software screens, the user interface and the engineering know - how implemented in the software (collectively "Vendor Proprietary Information ") constitute the valuable properties and trade secrets of the Vendor thereof, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to the vendor a competitive advantage. 11.3.1 The material presented in TriTech's training courses represents the confidential and proprietary information of TriTech, not intended for public disclosure or disclosure to third parties, unless required by law. Clients may videotape training sessions provided on -site at the Client's facilities by TriTech staff for the Client's own internal use only; provided, however, that TriTech or TriTech staff may decline such videotaping in their sole discretion. In the case that the TriTech staff member declines to be videotaped, TriTech will make best commercial efforts to provide comparable training materials. The Client is responsible for managing access to and copying of any TriTech provided training materials or Client -made videotapes of TriTech training sessions. 11.4 Client agrees during the term of this license, and thereafter, to hold the Vendor Proprietary Information, including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to it except as required for Client's exercise of the license rights granted hereunder. 11.4.1 Without limiting the generality of the foregoing, except as provided in Section 14.0 (Source Code Escrow), in the event Source Code is loaded on the Equipment, or other computer system equipment at any Designated Location or any other location in connection with TriTech's performance under this Agreement, or for any other purpose, Client shall keep such Source Code strictly confidential and shall not, without the written authorization of TriTech (and, if applicable, the concerned Subcontractor), access, use, copy, modify, distribute, disclose or otherwise exercise or permit the exercise of any rights to such Source Code by any person, including but not limited to Client's employees, agents or contractors, This provision is intended by the parties to prohibit, among other things, Client access to Source Code by any person and for any reason unless expressly authorized by Section 14,0 (Sauce Code Escrow) herein. 11.5 Client shall not attempt or authorize others to attempt to learn the trade secrets, technology, ideas, processes, methods of operation, know -how and/or confidential information contained in the Software by duplication, decompilation, disassembly, other forms of reverse engineering, or other methods now known or later developed. Santa Ann System Purchase and Support Agreement Copyright @ 2015 TriTech Software Systems Unpublished; Rights reserved under the copyright laws or the United States Page 15 of 104 25B -21 11.6 Client shall inform TriTech promptly in writing of any actual or suspected unauthorized Use, copying, or disclosure of the Vendor Proprietary Information. 11.7 Client acknowledges that the information contained in Addenda to this Agreement which is marked with the legend "PROPRIETARY DATA" is likewise Vendor Proprietary Information which may not be copied, disclosed, distributed or otherwise disseminated to third parties without the written authorization of TriTocb or the concerned Subcontractor. Client shall comply with said legend in all respects and shall promptly inform TriTech of any unauthorized disclosure of such information, 11.8 If any Vendor Proprietary Information is subject to any Federal or State statutes(s) providing for public access or disclosure of public records, documents or other material, Client shall (i) provide to TriTech (and, if applicable the concerned Subcontractor) written notice of any request or other action by a third party under said statute(s) for release, access, or other disclosure thereof, and (ii) provide to TriTech (and, if applicable the concerned Subcontractor) a reasonable opportunity to respond to and/or oppose such action in the appropriate forum.. 11.9 The obligations specified tinder the CONFIDENTIALITY AND PROPRIETARY RIGHTS section of this Agreement shall survive the termination or rescission of this Agreement. 12.0 LIMITED WARRANTIES 12.1 The TriTech Software. TriTech warrants that, during the Warranty Period, the TriTech Software will perform in substantial conformity with the Specifications. If, during the Warranty Period, Client determines that a warranty defect exists in the TriTech Software, Client shall notify TriTech during Normal TriTech Customer Service Hours (7:30 a.m. to 7:30 p.m., CST, Monday through Friday, excluding TriTech holidays). 'TriTech shall, at its option, correct the defect, or replace the TriTech Software. 12.1.2 TriTech further warrants and represents that the TriTech Software 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 Software. (Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of paragraph 12.1.3.5, below, shall constitute the agreement of the parties with respect to viruses.) Client's sole remedy with respect to the foregoing warranty shall be to receive an Update to the TriTech Software that does not contain any of the above- described routines or devices. 12.1.3 If the TriTech Software 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: 12.1.3.1 Modification of the TriTech Software, System Software or Equipment by Client or a third party. Santa Ana _ System Purchase and Support Agreement Copyright 0 2015 TriToch Software Systems Unpublished: Rights reserved under tho copyright taws of the United Status Page 16 of 104 25B -22 12.1.3.2 Misuse or neglect, including without limitation failure to use the TriTech Software as described in the Documentation, or other instructions provided by TriTech. 12.1.3.3 Software not provided by TriTech, not specified as compatible in the Documentation, or Client not following the procedures for loading third party software on a Workstation or Server as set forth in paragraph 13.6 of this Agreement and further defined in the System Planning Document (Addendum A -3 hereto). 12.1.3.4 Equipment which does not meet the configuration requirements specified in the Documentation, by failure of Client to provide and maintain the site and facility requirements described in Section 7.0 herein, or the use of "clones" (generic "look - alike" equipment) as substitutes for the Equipment listed in Addendum A -2. 12.1.3,5 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 parson 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 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 TriTecb, Software, and will, at its expense, reload said software (but not Client's data) on Client's Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back -up procedures for the System to mitigate the consequences of any virus. 12.1.3.6 Equipment or software provided by third parties with which the TriTech Software interfaces or operates (including but not limited to system 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 Software, such modifications or actions shall (unless identified in the Addendum A -2 as a line item in this Agreement) 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. 12.1.3.7 After the Warranty Period, TriTech's obligations with respect to operation of the items purchased and/or licensed hereunder shall be as specified in the MAINTENANCE AND SOFTWARE SUPPORT section of this Agreement. 12.1.3.8 If mapping information is supplied with the TriTech Software., TriTech makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the TriTech Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Client or the mapping database vendor to TriTech. 12.2 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 Santa Ana System Purchase nod Support Agreement Copyright p 20 t5 TriTech Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page 17 of 104 25B -23 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. 12.3 Client is responsible for maintaining the required certifications for access to Client's state CIIS system(s), NCIC and /or other local state, federal and /or other applicable systems. 12.4 The TriTech.com IO Software. Any warranties for TriTech.com IQ Software, and related services and documentation, are provided pursuant to Section IX in Addendum F. 12.5 Pquipment, System Software and Subcontractor Hardware and Software and any other items provided under this Agreement and not manufactured by TriTech (collectively "Third Party Items "). Third Party Items are warranted by the manufacturers or Vendors thereof, not by TriTech. TriTech shall pass through to Client any warranties on Third Party Items granted to it. If, during the warranty period for Third Party Items Client determines that they do not perform as warranted, Client shall contact TriTech using the procedures described in the Software Support Agreement. TriTech shall perform IIelp Desk functions by receiving calls and providing reasonable assistance to Client in determining the causes of the reported problem and in assisting Client in making claims under applicable third party warranties. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non- proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid Clio Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O /S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the foregoing, TriTech warrants that, during the Warranty Period for the TriTech Software, the TriTech Software shall be compatible with the Third Patty Items (i,e, shall communicate, share data and otherwise work together without additional software or hardware not provided under this Agreement) provided that all Subsystem components are used and maintained by Client as specified or instructed by TriTech, or the respective Vendors thereof, provided further that such items have not been changed since the Delivery thereof such that the TriTech Software is no longer compatible without modification. 12.6 TRITECH MAKES AND CLIENT RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 13.0 MAINTENANCE AND SOFTWARE SUPPORT 13.1 The TriTech Software. Annual Software Support shall begin coincident with first Subsystem Acceptance for the applicable Subsystems and Interfaces as defined in Section 10.3, and end twelve (12) months thereafter, under the terms of the Software Support Agreement to be Santa Ana System Purchase and Support Agreement Copyright O' 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright taws of the United States page 18 of 104 25B -24 entered into between the Client and TrJech coincident with this Agreement. On or before expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Agreement for signature and payment of the then - current Software Support fees. TriTech reserves the right to change the terms and conditions for Software Support at the time of renewal by written notice to Client. The rendering by TriTech of Software Support for the coming year shall be subject to Client executing the Software Support Renewal Agreement and paying the applicable Software Support fee(s). 13.1.1 If Client fails to keep an annual Software Support Agreement for the TriTech Software in effect, any later resumption of annual Software Support services by TriTech shall be subject to payment by Client of all past unpaid annual 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 customer base and fairly shared by all TriTech Software users. 13.1.2 Notwithstanding anything to the contrary herein, 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 made available 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. 13.1.3 Unless listed as a tine item in Addendum A -2, TriTech Software Support shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Equipment, System Software or Subcontractor Hardware or Software ( "Third Party Changes'). Any such services shall be subject to additional charges by TriTech and the mutual written 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 Third Party Changes or modifications to the TriTech Software resulting therefrom. 13.2 TriTech.cotn IO Software: Maintenance and support for TriTech IQ Software licensed hereunder shall be subject to and provided in accordance with the Subscription Service License & Use Agreement in Addendum F. 13.3 System Software: Maintenance and support for System Software sold or licensed hereunder shall be subject to and provided in accordance with any maintenance agreements between Client and the supplier thereof, or other third party maintenance providers. If Client determines that an item of System Software provided under this Agreement does not perform as provided in the applicable specifications, Client may, provided that a current Software Support Agreement with TriTech is in force, contact TriTech using the procedures described in the Software Support Agreement. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. For issues involving Windows CIS software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the OIS, TriTech will work with Microsoft to coordinate the Santa An System Purchaso and Support Agreement Copyright 0 2015 Trfrwh Software Systoms Unpublished; Rights reserved under the copyright laws of the United States Page 19 oC 104 25B -25 resolution. 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, other than as stated above. Client is responsible for maintaining licensing, including updates for System Software, 13.44 Subcontractor Hardware and Software, The initial twelve (12) month maintenance and support period for those Vendors identified in Addendum A -2 will be provided to Client by the respective vendors as Subcontractors to TriTech. Client shall contact TriTech in accordance with the procedures in the Software Support Agreement to report any errors or defects detected with respect to such items. TriTech shall assist Client in determining the nature of the problem, and will contact the appropriate Vendor for resolution. TriTech will follow -up with the Vendor, and maintain contact with both the Vendor and Client to coordinate problem resolution within a commercially reasonable tithe. Support and maintenance will be provided, in accordance with the respective Vendor's support and maintenance agreements, attached hereto at Addendum C. At the conclusion of such initial annual maintenance and support period, annual maintenance and support shall be subject to and provided in accordance with any maintenance agreements between Client and the respective Vendors. TriTech shall not be a party to such maintenance and support agreements. Thereafter, provided that Client maintains in force an annual TriTech Software Support Agreement, Client may contact TriTech in accordance with the Software Support Agreement, and TriTech shall provide Help Desk services to Client with respect to the reported. problem. 7,3.5 EJui ment: Maintenance and support for all other Equipment sold hereunder is not included under this Agreement, However, since proper computer equipment maintenance is required for proper system operation, Client agrees to acquire and keep in force computer and peripheral equipment maintenance agreements for the 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, provided that a current Software Support Agreement with TriTech is in force, contact TriTech using the procedures described in the Software Support Agreement, TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. Notwithstanding the above, TriTech is not and shalt not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 13.6 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in the Software Support Agreement for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor 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. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, Santa Ann System Purchase and Support Agreement Copyright © 2015 TriTech Softwwe Systems Unpublished: Rights reserved under the Copyright laws of the United States Page 20 of 104 25B -26 or any other itern provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 14.0 SOURCE CODE ESCROW 14.1 TriTech Software. Subject to payment of the applicable escrow fees by Client and Client's execution of the applicable escrow documents, TriTech shall, on or before the occurrence of Go Live for the TriTech Software (less Interfaces and Modifications), enroll Client as a Preferred Beneficiary of the applicable TriTech Source Code escrow account with Iron Mountain Intellectual Property Management (the "Escrow Agent "). A copy of TriTech's Master Preferred Escrow Agreement with Iron Mountain is attached at Addendum B. The location of the escrow shall be Iron Mountain's storage facilities in Norcross, GA. Client shall pay all escrow fees and expenses associated with the Escrow, including but not limited to first year fees (which are included as a line item in the Contract Price), renewal year fees, and fees for additional services, if any, selected by Client. Each month, TriTech shall deposit in Escrow updated Source Code containing (1) all Updates to the TriTech Software released during the preceding month and (ii) any TriTech Software Modification and/or Interfaces released for live operations during the preceding month. Source Code Escrow shall be kept in effect until (i) Client gives TriTech written notice of termination of the escrow, (ii) the escrow is canceled by the Escrow Agent due to non- payment of escrow charges by Client, 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 Software hereunder, subject to the terms and conditions of this Agreement, including but not limited to the license terms in Section 5.0, except as modified below. 14.1.2 Source Code shall be released to Client only upon the occurrence of and only during the duration of one of the following conditions: 14.1.2.1 TriTech's persistent and uncured failure to carry out or provide for the carrying out of material warranty obligations imposed upon it pursuant to this Agreement or any Software Support Agreement between the parties with respect to the TriTech Software, 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 14.1.2.2 TdTech'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; or 14,1.2.3 TriTech is subject to voluntary or involuntary bankruptcy proceedings under title 11 of the United States Code. 14.1.3 The escrowed Source Code and other material released to Client 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 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 Santa Ana System PnrohaSe and Support Agreement Copyright p 2015 TriTech software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 21 or 104 25B -27 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). 14.1.4 Provided that a release of Source Code is rightfully made hereunder, Client 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. ff Client creates new and original computer code not derived from the TriTech Software 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 Client. However, if Client's enhancements or other modifications result in the creation of a derivative work from the TriTech Software, 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 Client's rights to use such work shall be limited to those granted with respect to the TriTech Software in this Agreement. No rights to distribute Source Code or derivative works therefrom are granted hereunder. 14.2 TriTech.com IO Software. Source Code Escrow is not available for TriTech.com IQ Software, 143 Subcontractor Source Code Escrow. If Client desires to enter into Source Code escrow agreements for the Subcontractor Software provided hereunder, such agreements shall be entered into directly between Client and the licensors thereof. TriTech shall not be a party to such Subcontractor Source Code escrow agreements. 15.0 DEFAULT AND TERMINATION 15,1 TriTech may terminate this Agreement and the TriTech Software licenses granted herein at any time if (i) Client fails to comply with any material term or condition of this Agreement unless (a) in the case of failure to pay monies clue to TriTech, Client cures such failure within thirty (30) clays after written notice of such failure by TriTech or (b) in other cases, Client cures such failure(s) within forty -five (45) days of such notice or in the case of failures not reasonably susceptible to cure within forty -five (45) days, Client commences action to cure such failure within such period and continues such action with duo diligence until the failure is cured, or (ii) Client's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination. Such termination shall not affect TriTech's right to receive and retain the all accrued fees, charges and expenses earned hereunder up to the date of such termination, Santa Ana System Purchase and Support Agreement Copyright ® 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 22 of 104 25B -28 15.1.1 In the event of termination in accordance with paragraph 15.1 above, TriTech's subcontractors providing software licenses hereunder may also terminate such licenses granted to Client with respect to this Agreement, 15.2 Client may terminate this Agreement if (i) TriTech (or a Subcontractor) fails to comply with any material term or condition of this Agreement unless (a) TriTech (or the applicable Subcontractor) cures such failure within forty -five (45) days after written notice thereof from Client or (b) in the case of failures not reasonably susceptible to cure within forty -five (45) days, TriTech (or the applicable Subcontractor) commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) TriTech's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination and no successor or assignee is appointed who is ready, willing and able to assume and perform TriTech's executory obligations under this Agreement. 15.3 Termination Without Cause. In the event that Client desires to terminate this Agreement without cause, Client shall provide thirty (30) days prior written notice to TriTech. In such event TriTech shall be paid for all fees and expenses earned tinder this Agreement up to the date of such termination. Any resumption of the Project shall be subject to negotiation of a new Agreement. 15.4 Upon termination, Client shall permanently remove and destroy all copies of the Software from its computer system, media, or other locations, destroy all copies of the Documentation and associated materials and certify to TriTech in writing that Client has performed said actions and has not retained or permitted others to retain any such copies whether on a computer system or Server, hard copy or CD -ROM, magnetic or other media, backup or archival copies, or otherwise. Client shall perform these same procedures for removal and destruction of System Software and Subcontractor Software, and the associated Documentation, and so notify TriTech. 16.0 INDEMNIFICATION AND LIMITATION OF LIABILITX' 16.1 TriTech shall indemnify, defend, save, and hold Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of TriTech, its employees, agents, contractors, or any subcontractor as a result of TATech's or any subcontractor's performance pursuant to this Agreement; however, TriTech shall not be required to indemnify Client for any claims or actions caused to the extent of the negligence or wrongful act of Client, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Client, or its employees, agents or contractors, TriTech's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 16.2 Notwithstanding the foregoing, the total liability of TriTech for any claim, or damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of Sanln Ana System Purchase and Support Agreement Copyright 0 2015 TriTech Software Systems Unpublished; Rights reserved mnder the copyright laws of the Unhod States Page 23 of 104 25B -29 indemnification or under statute shall be limited to direct damages which shall not exceed (i) the Contract Price or (it) in the case of bodily injury, personal injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier, the coverage limits of such insurance. 16.3 Except for actions for copyright, trade secret, or trademark infringement, no arbitration, action or proceeding arising out of any claimed breach of this Agreement or transaction may be brought by either party more than four (4) years after the cause of action has accrued, 16.4 Client shall indemnify and hold TriTech harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of Client's or, its employees, agents, contractors, or any subcontractor's as a result of the use or misuse of the TriTech Software; however, Client shall not be required to indemnify TriTech for any claims or actions caused to the extent of the negligence or wrongful act of TriTech, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of TriTech, or its employees, agents, contractors, or subcontractors, Client's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 16.5 IN NO EVENT SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 17.0 INSURANCE 17.1 Beginning at the start of TriTech's performance under this Agreement, and ending when TriTech is no longer providing to Client annual Software Support, TriTech shall maintain in force policies of insurance as follows: 17.1.1. Commercial General Liability Insurance. TriTech shall maintain commercial general liability insurance naming Client, its officers, employees, agents, volunteers and representatives 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 TriTech'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 $2,000,000 per occurrence, with $3,000,000 in the aggregate which can be reflected by way of umbrella coverage, Such insurance shall (a) name Client, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be, primary and not contributory with respect to insurance or self- insurance programs maintained by Client; and (c) contain standard Seats, Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpubtlshed: Rights reserved under the copyright laws of the United States Page 24 of 104 25B -30 separation of insured's provisions, 17.1.2. 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, hired and non -owned automobiles. 17.1.3. Worker's Compensation Insurance. In accordance with California state law, TriTech 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, TriTech agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 17.2 Upon execution of this Agreement, TriTech shall cause Client to be added as an additional insured to the above- described General Liability and business automobile policies, 18.0 COPYRIGHT c& TRADE SECRET INFRINGEMENT 18.1 TriTech will at its expense defend against any claim, action or proceeding by a third party ( "Action" herein) for infringement by the TriTech Software of copyright or trade secrets, provided that Client immediately notifies TriTech in writing of such Action and cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the TriTech Software, or (iv) modify or replace the TriTech Software so that it no longer infringes (as long as the functionality and performance described in the Specifications substantially remains following such modification or replacement.) Client 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 Client's use of the TriTecb. 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 Software license fee(s) paid by Client under this Agreement less a prorated portion of said fee(s) for Client's use of the TriTech Software (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 Client which does not arise, wholly or in part, from the actions or omissions of Client, its officers, directors, employees, contractors, agents, or elected officials, or a third party, TriTecb will, subject to Section 16.0 herein, indemnify Client therefrom. 18.2 Notwithstanding the above, TriTech shall have no duty under this section 18,0 with respect to, and Client shall hold TriTech harmless from and against any claim, action or proceeding arising from or related to infringements (i) by System, Software, Subcontractor IIardware or Software, or Equipment, (ii) arising out of modifications to the TriTech Software and /or Documentation not made by or under the direction of TriTech, (iii) resulting from use of the TriTech Software to practice any method or process which does not occur wholly within the TriTech Software, or (iv) resulting from modifications to the TriTech Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Client. This section 18.0 states the entire obligation of TriTech regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. Santa Aua System Purchase and Support Agreement. Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 25 of 104 25B -31 19.0 INTENTIONALLY DELETED 20.0 SALES, USE AND PROPERTY TAX 20.1 Unless exempt from such taxes, Client shall be solely responsible for payment or reimbursement to TriTech of all sales, use, value added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Client or TriTech. If exempt, Client shall provide to TriTech written evidence of such exemption. Client shall also pay any personal property taxes levied by government agencies based upon Client's use or possession of the items acquired or licensed in this Agreement. 21.0 SEVERABILITY 21.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. 22.0 FORCE MAJEURE/EXCUSABLE DELAY 22.1 Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in Delivery or performance as a result of war, acts of terrorism, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond its reasonable control), the actions or omissions of the other party or its officers, directors, employees, agents, contractors or elected officials and /or other similar occurrences beyond the party's reasonable control ( "Excusable Delay" herein). In the event of any such Excusable Delay, Delivery or performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay. The party affected by an Excusable Delay hereunder, shall provide written notice to the other party of such delay as soon as reasonably possible. 23.0 CONSTRUCTION AND HEADINGS 23.1 The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished, Fights reserved Linder the copyright taws of the UniPed States Page 26 of 104 25B -32 24.0 WAIVER 24.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions not the right of either party to enforce each and every provision. 24.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented, Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 25.0 ENTIRE AGREEMENT 25.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. This Agreement may be modified or amended, by change order or otherwise, only by a written agreement duly executed by both parties, 26.0 APPLICABLE LAW 26.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of laws provisions. 27.0 ASSIGNMENT 27.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by Client without the prior written consent of TriTech, which consent will not be unreasonably withheld. For purposes of this Agreement, it is agreed, but not by way of limitation, that TriTech's withholding of consent is not unreasonable if the proposed assignee is a person, company or other entity which competes with TriTech directly or indirectly, whether itself or through a parent, subsidiary, or entity which is owned or controlled by a competitor of TriTech. Further, TriTech may require the proposed assignee to execute and agree to be bound by this Agreement. TriTech may assign this Agreement to an entity ready, willing and able to perform TriTech's executoty obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee. 28.0 NOTICES 28.1 All notices required to be given under this Agreement shall be made in writing by (i) first -class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e -mail followed immediately by first -class snail, or (iv) by personal Santa Ann System Purchase and Support Agreement Copyright (D 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 27 or 104 delivery, to the address set forth herein, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. To Client: City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza — M -69 Santa Ana, CA 92702 Attn: James Schnabl, Deputy Chief Courtesy Copies to: City Attorney City of Santa Ana 20 Civic Center Plaza, M29 Santa Ana, CA 92702 29. ORDER OF PRECEDENCE To TriTech: TriTech Software Systems 9477 Waples Street, Suite 100 San Diego, CA 92121 Attn: Contracts Phone: 858.799.7000 Pax: 859.799.7011 City Clerk City Of Santa Ana 20 Civic Center Plaza, M30 Santa Ana, CA 92702 29.1 The following documents shall comprise the Agreement between the parties concerning the subject matter of this Agreement, and in the event of arty dispute arising from or related to this Agreement, shall have the following order of precedence: A. Amendments to this Agreement B. This Agreement C. Statement of Work D. The applicable Client approved Specifications (Operational Scenario Documents; Functional Description Documents; Interface Configuration Documents) E. TriTech's response dated January 29, 2013 to the City's Request for Proposals #13 -071. 30.0 GENERAL TERMS 30.1 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. 30.2 This Agreement shall not become a binding contract until signed by an authorized officer of each party, and it is effective as of the date so signed. 30.3 This Agreement maybe executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. Santa Ana System Purchase and Support Agreement Copyright CcJ 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 28 of 104 � 7.l 30.4 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. 30.5 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. 30.6 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. 303. This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. 30.8 EACH PARTY'S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHER WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES. CITY OF SANTA ANA Accepted By (Signature) David Cavazos Printed Name City Manager Title Date ATTEST: MARIA HUIZAR Clerk of the Council TRITECH SOFTWARE SYSTEMS Accepted By (Signature) Blake Clark Printed Nan Chief Financial Officer Date Santa Ana Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 29 of 104 25B -35 System Purchase and Support Agreement APPROVED AS TO FORM: SONIA R. CARVALIIO City Attorney By: � Ia , i J 11., Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police Santa Ana System Purchase and Support Agreement Copyright G 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 30 of 104 25B -36 ADDENDUM A PROPRIETARY INFORMATIONI SUMMARY OF CONTENTS Addendum No. DescriptiOtl A-1 Statement of Work, with attached Subcontractor Statements of Work which are incorporated herein by reference A -2 Number of TriTech Software Licenses, Installation and Shipping Instructions A -3 Interfaces A -4 TriTech Services, Support and Maintenance Pees, and Miscellaneous A -5 Equipment A -6 System Software A -% Subcontractor Software, Hardware and Services, if applicable A -8 Payment Terms A -9 Contract Price Summary A -10 System Planning Document I THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRI,TECII SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT DE COPIED OR DISCLOSED TO TIIIRD PARTIES OR USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF TIDS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRFITCH SOFTWARE SYSTEMS. Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright Laws of the United States Page 31 of 104 25B -37 ADDENDUM A -1 PROPRTIITARY INFORMATION' STATEMENT OF WORK (Attached) I THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITE,CPI SOFTWARE SYSTEMS. SUBJECT TO SECTION 11,8,1'IIE INFORIVIATION CONTAINED HEREIN SHALL NOT BE COPIRD OR DISCLOSED TO THIRD PARTIES OR USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUTTHE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS. Santa Ann Syslem Purchase and Support Agreement Copyright 0 2015 TrMoh Software Systems Unpublished: Rights reserved trader the copyright Laws of the United States Page 32 of 104 25B -38 TriTech Statement of Work TrlTerh Software Systems 9477 Waples Street, Suite 100 San Diego, CA 92121 Fax: 868.799,1010 Technical Services: 1.888.VISI,CAD (847.4223) )))TRITECH SOFTWARE SYSTEMS 25B -39 P2003-2O I 5 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States, Some information in this docrment is proprietary and confidential and owned by TriTech Software SystemsTM, and are marked as such The confidential sections of this document may not be reproduced or transmitted in any form or by any means, electronic or mechanical, for any propose, without the express written permission of TriTech Software Systems. Trademarks Microsoft, Windows, Microsoft Access, Microsoft Excel, Microsoft Exchange, and Microsoft Word are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries. Inform CAD, Inform Mobile, Inform CAD Browser, Inform RMS, TrJach.com IQ, TrlTech.com Analytics, Inform FBR, and Inform CAD GISLink are trademarks of TriTech Software Systems, AroGIS, ArcMap and AroCatalog are registered trademarks of Environmental Systems Research Institute (ESRI) in the United States and other countries. Date Version] ..M__. e® Details/Changes ... ' ."".. " °..__...___.._........ -.. Author 630.15 110 hntial Version Cindy Belcher 830.15 2.0 SAPD Review Santa Ana PD 9.16.15 3.0 SAPD /TriTech Review Santa Ana PD 10.16.15 4.0 Final Version— SAPD /TriTech Review TriTech 10.19.15 55 Add CrossRoads Crash Importer Interface TriTech 10.22.15 6.0 Removed MNI Data Conversion from RNIS Section TriTech 10.23.15 7.0 Update formatting, Crash Importer Interface, and add description of CopLogie Interface TriTech 25B -40 25B -41 DocumentControl ..................................................................................... ............................... li 'fable of Contents ........................................................................................ .............................iv 1 o vorview ...............---.....,.........................,......,,...,...,........................., ........,.............,,....,.1 1.1 Statement of Work ........................................................................................................... ..............................1 1.2 Project Implementation Definitions ................................................................................. ..............................1 1.3 General TriTech Responsibilities ... ................................................................................................... ........... I L.4 General Client Responsibilities ........................................................................................ ..............................2 1.5 Project Exclusions.,, ........ .............................. .................................................... ............ ............................ 3 2 Project Deliverables .... ............................... ..................................... .... ..... .... ... -- .......... ,., 4 2.1 Overview of Project Deliverables .................................................................................... ..............................4 2.1.1 Standard TriTech Software Deliverables ................................................................ ..............................4 2.1.2 Contracted Modifications to Standard TriTech Software Products ......................... ..............................4 2.1.3 Contracted Custom Interface Software ................................................................... ..............................5 3 TriTech Project Roles and Responsibility— ............... ....... — ......... ................... .......... 5 3.1 Overview ......................................................................................................................... ..............................5 3.2 TriTech Project Manager ................................................................................................. ..............................5 3,3 Systems Engineer........................................................................................................... ..............................6 3.4 Inform CAD Business Analyst ........................................................................................ ..............................6 3,5 Inform Mobile Business Analyst., .................................... ........ ................................... .............................. .6 3.6 GIS Analyst .................................................................................................................... ..............................7 3.7 Inform RMS/Inform FBR Business Analyst .................................................................... ..............................7 3,8 Training Specialist .......................................................................................................... ..............................7 3.9 Client Installation Services Team .................................................................................... ..............................7 3.10 Technical Services Group ................................................................................................ ..............................7 3.11 Account Executive— ........................................................................................................ ..............................8 4 Recommended Client Roles and Responsibilities., . .... ............... ---- ................ ...... 9 4.1 Overview.,, ................................................... ........................................ ....................................................... 9 4.2 Client Project Manager ................................................................................................... ..............................9 4.3 Cl ient System Administrator ........................... ................. .......................................... .. ............................. 10 4.4 Client Inform CAD Administrator .... ..................... .... .... ........... ................... ..................... .................. ... .... 10 4.5 Client Inform Mob [to Administrator ............. .................................................................. .............................10 4.6 Client Inform RMS Administrator .................................................................................. .............................11 4.7 Client Inform PER Administrator .... ......... ......................................... ........................................................ .11 4.8 Client CIS Analyst ......................................................................................................... .............................11 4.9 ClientUsers/ Supervisors ..............................................................................................— .............................12 4.1.0 Subject Matter Experts .................................................................................................... .............................12 4.11 Application Trainers ...................................................................................................... .............................12 5 Project Controlling Processes ............................................................ .............................13 5.1 Overview ....................................................................................................................... .............................13 5,2 Task Completion Reports ....................................................................................._........ .............................13 5.2.1 TriTech Responsibilities ......................................................................................... .............................14 5.2.2 Client Responsibilities ........................................................................................... .............................14 5.3 Change Management Process ......................................................................................... .............................LS 5.3.1 TriTech Responsibilities . ................. .................................................. .— ....... ....................................... 15 5.3.2 Client Responsibilities ............................................................................................ .............................15 5.4 Project Reporting ............................................................................................................ .............................16 5.4.1 TriTech Responsibilities ........................................................................................ .............................16 5.4.2 Client Responsibilities ............................................................................................ .............................16 5.5 Document Roview ......................... ....................................... ........................ ..................... ...... .................... 17 5.5.1 Documents Subject to Client Approval ............................................................... .............................17 25B -42 5.5.2 Doouments Subject to Client Review not Requiring Approval .............................. .............................17 5.53 TriTeehResponsibilities ......................................................................................... .............................17 55.4 Client Responsibilities ............................................................................................ .............................17 Project Initiation and Planning ............................................................. ............................'@8 6.1 Overview ........................................................................................................................ .............................18 6.1.1 TriTech Responsibilities ........................................................................................ .............................18 6.1.2 Client Responsibilities ............................................................................................ .............................18 6.2 Project Kick Off .............................................................................................................. .............................19 6.2.1 TriTech Responsibilities,., ................................................................. ................................................. 19 6.2.2 Client Responsibilities ............................................................................................ .............................19 6.2.3 Completion Criteria ................................................................................................ .............................19 ProjectExecution ............................................................................... .............................20 7.1 Overview ....................................................................................................................... .............................20 7.2 System Installation (Inform CAD, Inform Mobile, Inform RMS, Inform FBR and Interfaces) ..................20 7.2.1 Review Hardware Specifications ............................................................................ .............................20 CompletionCriteria ................................................................................................................ .............................21 7.2.2 Hardware Acquisition ............................................................................................. .............................21 7.2.3 Hardware Configuration ......................................................................................... .............................21 7.2.4 TriTech Responsibilities ........................................................................................ .............................21 CompletionCritoria ................................................................................................................ .............................22 7.2.5 TriTech Software Installation ............................................................................... .............................22 CompletionCriteria ................................................................................................................ .............................24 7.3 Implementation of Inform CAD .................................................................................... .............................24 7.3.1 Inform CAD System Orientation ............................................................................ .............................24 CompletionCriteria ........... ................................... — ........... ....... . ....................... ..,................................. .............. 26 7.3.2 Inform CAD Base System Code File Entry ............................................................ .............................26 CompletionCriteria ................................................................................................................ .............................27 7.3.3 Geographical Information Services ........................................................................ .............................27 CompletionCriteria .... . ...... . ............. .......... . .... ...... ...................... .. ..................... — ... ,.,... ................................ .,....28 7.3.4 Inform Mobile Map Data Import ............................................................................ .............................28 CompletionCriteria ................................................................................................................ .............................29 7.3.5 Infonn CAD Demonstration Df Licensed Functionality (DOLF) .......................... .............................29 CompletionCriteria ............................................................................................................... .........................:...31 7.3.6 Inform CAD :Functional Acceptance Testing (FAT) .............................................. .............................31 CompletionCriteria ............ .................................................... ..... ............ ........... .... ................................... .......... 32 7.3.7 Inform CAD Legacy Data Conversion ................................................................... ..... .......................33 CompletionCriteria ................................................................................................................ .............................34 7.3.8 Inform CAD Training ............................................................................................. .............................34 7.4 Implementatiou of Inform Mobile ........................................„....,,.....................,............ .............................37 7.4.1 lnform Mobile System Orientation......................................................................... .............................37 CompletionCriteria ................................................................................................................ .............................38 7.4.2 Inform Mobile Configuration ................................................................................ .............................38 7.4.3 Inform Mobile Functional Acceptance Testing (FAT) .......................................... .............................38 7.4.4 Inform Mobile Training ........................................................ ............................... 7.5 Integration Testing of Inform CAD, Mobile and Interfaces ........................................... .............................40 7.6 Implementation of Inform RMS ..................................................................................... .............................40 7.6.1 Inform RMS System Orientation..,.,... .................................................................. .............................40 CompletionCriteria ................................................................................................................ .............................42 7.6.2 Inform RMS Base System Code File Entry ............................................................ .............................42 7.6.3 Inform RMS Demonstration of Licensed Functionality (DOLF) ........................... .............................43 CompletionCriteria ................................................................................................................. ............................44• 7.6.4 Inform RMS Workshop( s) ...................................................................................... .............................44 7.6.5 Inform RMS Functional Acceptance Testing ( FAT) ........................................... .............................45 CompletionCriteria ................................................................................................................ .............................45 7.6.6 Inform RMS Data Conversion ................................................................................ .............................46 25B -43 CompletionCriteria; ................................. .................................................................... .................... ................ 48 7.6.7 Inform RMS Training ............................................................................................ .............................48 7.7 Implementation of Inform FBR ...................................................................................... .............................50 7.7.1 Inform FBR System Orientation ............................................................................ .............................50 7.7.2 Inform FBR Administration Training .................................................................... .............................51 7.73 Inform FBR System Configuration ........................................................................ .............................52 7.7.4 Inform FBR Workshop ........................................................................................... .............................52 7.7.5 Inform FBR Functional Acceptance Testing ( FAT) ............................................... .............................53 Completion Criteria. ......... ...... .... ........................... ...................................................... ............ ............. ............ 54� 7.7.6 Inform FBR Training .............................................................................................. .............................54 7.8 Inform RMS and Inform FBR Integration Testing ......................................................... .............................55 7.8.L TriTech Responsibilities ......................................................................................... .............................56 7.8.2 Client Responsibilities ............................................................................................ .............................56 T9 Implementation of TriTech.com IQ and Analytics ......................................................... .............................56 7.9.1 Historical Data Import and Synchronization ........................................................... .............................56 7.9.2 TriTech.com IQ and Analytics Administration Training ( Remote) ........................ .............................57 7.9.3 TriTech.com IQ Core End User Training (Remote) ............................................... .............................57 7.9.4 TriTech.com IQ Analytics End User Dashboard Training (Remote) ..................... .............................58 7.9.5 TriTech.com Analytics End User Report Training ( Remote) ................................. .............................59 7.10 Implementation of System Interfaces .........................................................:................... .............................60 7.10.1 Inform Standard Interfaces' Requirement Gathering and Configuration ................ .............................60 7.10.2 Custom Interfaces' Requirement Gathering and Configuration ............................. .............................61 7.10.3 Interface Functional Acceptance Testing ( FAT) .................................................... .............................63 210.4 Mock Go Live... ..... ................... .................................. .................... ........... ..................................... 64 7.10.5 TriTech Responsibilities: ........................................................................................ .............................64 710.6 Client Responsibilities: ........................................................................................................................ 65 CompletionCriteria :.............................................................................................................. .............................65 7.11 System and Subsystem Go Live ..................................................................................... .............................65 7.11.1 Inform CAD, Mobile, and Inform CAD Interfaces Go Live .................................. .............................65 CompletionCriteria ................................................................................................................ .............................66 7.11 .2 Inform RMS and Inform FBR and Interfaces Go Live... ............ ..................................... ................ _66 8 Project Closure-, ....... ......... ____ .... ........ __ ... ___ ............ ... _68 8.1 System Transition.., ................................................................................................... ....................... _68 9 Appendix A- Required inform CAD DOLF Code File build............... .............................69 10 Appendix B - Contracted Modifications to Standard TrlTech Software Products ........75 11 Appendix C -Standard TriTech Interfaces ......................................... .............................76 CADNCIC State Message Server ............................................................................................. .............................77 12 Appendix R - Custom TriTech Interfaces ........................................... .............................78 13 Appendix F - ACCEPTANCE TEST PLAN ........................................... .............................80 13.1 System Acceptance Process ............................................................................................ .............................80 _ 13.1.1 Functional Acceptance Testing ............................................................................... .............................80 13.1.2 Integration Testing .................................................................................................. .............................80 13.1..3 Pre -Go Live Performance Testing Under Load,, ................................................................. __ .. ......... 81 13.1.4 Reliability Acceptance Testing, Subsystem and System Acceptance ..................... .............................87 14 Appendix G — Functional description documents ............................. .............................88 25B -44 25B -45 25B -46 W�f `4. In accordance with the terms and conditions of the System Purchase Agreement (Agreement) between TriTech Software Systems (TriTech) and the Santa Ana Police Department (Client), this Statement of Work (SOW) defines the primary activities and responsibilities for the implementation of the integrated solution. It documents project implementation requirements, identifies each major task within the implementation process, sets expectations for each party and identifies the criteria by which each task will be considered complete. The SOW herein is tailored to accommodate the Client's specific requirements. The number and type of software licenses, products, or services provided by TriTech or its Subcontractors are specifically listed in the Purchase Agreement and any reference within this document as well as Subcontractors' SOWs (if applicable) does not imply or convey a software, license, or services that are not explicitly listed in the Purchase Agreement. Unless otherwise defined herein, capitalized terms within this document have the meanings described in Addendum H of the Purchase Agreement and where applicable Software Support Agreement. In some cases, the framework of Deliverables documented by this SOW for this Project is farther defined through additional documents such as: Operational Scenario Documents (OSD); Interface Requirements Documents (IRD); User and Administrator Docrunentation and Training Materials. The following terms are used in this document. Since these terms may be used differently in other Agreement files, these definitions are provided for clarity: • Project Management Plan: Collectively the Communications Management Plan; Risk Management Plan; and Change Management Plan that provide the criteria for managing those tasks within the Project. • Initial Project Schedule; The initial schedule located in Addendum G provides start and end dates for the overall project as well as preliminary tasks. 13 General TriTech Responsibilities _ In addition to the TriTech responsibilities stated elsewhere in this SOW, TriTech is responsible fore 1) Maintaining project communication with the Client's Project Manager. 2) Managing the efforts of the TriTech staff and coordinating TriTech's activities with the Client's Project Manager. 3) Conducting monthly onsite status meetings with the Client's Project Manager (which may be waived by the Client's Project Manager, at his /her discretion). 4) Conducting weekly project review meetings with the Client's Project Manager via telephone conference calls (i.e., Monday morning). S) Responding to issues raised by the Client's Project Manager within ten (10) business days. Issues requiring additional time will include an estimated completion date in the response. 6) Preparing and submitting monthly status reports, which include: the accomplishments of the previous period, ,planned activities, and an updated project schedule in Microsoft Project. 7) Preparing and submitting project change orders to the Client's Project Manager as necessary. 25B -47 8) Ensuring TriTech personnel have sufficient time (per the project schedule), resources, and expertise to carry out their respective tasks and responsibilities. 1.4 General Clem Responsibilities In addition to the Client responsibilities stated elsewhere in this SOW, the Client is responsible for: 1) Electrical facilities (e.g., outlets, generator and other electrical infrastructure facilities) required for this project, including necessary maintenance. 2) Cabling (e.g., power, network, interface and other electrical and data transmission lines) required for this project, including necessary maintenance. 3) Notwork /communications connections (e.g., LAN/WAN, commercial wireless, telephone, VPN, and other voice /data, connections) in accordance with System Planning Document, or ongoing network/communications charges associated with installation, operation or support of the proposed system including the establishment and maintenance of security accounts. 4) Configuration and /or programming of network routers, switches and bridges — this includes providing information to TriTech staff on any firewalls within the overall network that the system will operate and necessary port access for the system to operate. 5) The installation, configuration, and post- installatiou maintenance (including patch management and upgrades) of Microsoft software required by the System. 6) The initial infrastructure staging and preparation including: installation of servers into racks, provisioning of virtual machines, and the cormection of such servers to network switches. 7) The assignment of machine names and 11? addresses for servers to be utilized by the System. This includes joining the servers to the network and the assignment of security accounts as specified by TriTech documentation. 9) Any hardware and third party software or services necessary for implementing the System that is not listed in the Purchase Agreement as a TriTech Deliverable (not listed as a line item in the Price and Payment section of the Purchase Agreement). This includes workstations, server hardware, network equipment, telephone or TDD equipment, performance test software, Microsoft licenses, Disaster Recovery Software, and services required to extract legacy data and convert into acceptable data formats. 8) Third Party Systems that the Client operates and which will be interfaced with as a part of this project. The Client is responsible for maintaining and supporting these systems in good working order. The Client is responsible for providing Application Programming Interface (API) documentation to these systems within thirty (30) days of a written request from TriTech. 9) Consoles, furniture or fixtures as well as any modifications to install equipment used for Systems or Subsystems specified by the Agreement (into existing consoles, furniture, vehicles or existing facilities). 10) Ensuring that Client personnel have sufficient time (per the project schedule), resources, and expertise to carry out their respective tasks and responsibilities and have a consistent representation in the Project activities. 11) Reviewing and (upon agreeing to the content) approving any Functional Acceptance Tests (FAT) documents, OSDs, IRDs, Task Completion Reports (TCR) and/or other project documentation within the timelines defined in the Agreement. 12) Providing a facility with the required computer and audio- visual equipment for training. r 13) Completion of acceptance testing for the TriTech solution, per Appendix F of the SOW. 10) The Client is responsible for providing remote connectivity to TriTech's security - authorized personnel for the purpose of installation, configuration, testing, and troubleshooting of TriTech's applications at the Client site. TriTech's approved remote connectivity methods are described in the System Planning Document. 14) Providing remote access to server and network equipment on a 240 basis, with pre - authorization for off -hours (subject to background provisions in the Agreement). 15) Connecting and configuring any third party hardware not purchased in the Agreement. 1.5 project Exclusions 1) Work, software, services, hardware, Systems, Subsystems, product /software modifications, or any other deliverables not explicitly stated in the Agreement will not be included in the Project. 2) Any modification to TriTech's standard products or customizations to such products that are not explicitly identified in the Agreement (excluding those identified in TriTech's response to the City's RFP) are excluded from the scope of this Project. 3) Changes in scope will only be executed through a mutually agreed upon change order process, as defined in the Agreement. 4) TriTech is not responsible for the deficiencies in a Client's internal or contracted network to support some of the extended features of Inform Mobile and Inform Field Based Reporting products due to bandwidth or limitations in wireless coverage. 5) TriTech is not responsible for the removal of the old (legacy) equipment, hardware, furniture, consoles, cabling, as part of the Project implementation unless specifically stated in the Agreement. 25B -49 .1 Overview of Project Defiverables _ This Project will provide a combination of TriTech software, third party products, and services that comprise the System for use by the Client. The individual Subsystems to be provided comprise the overall System. The Agreement specifies the software licenses included in this Project by the quantity and environment in which licensed, including the following: 1) Inform CAD 2) Inform Mobile 3) Inform RMS 4) Inform FBR (WebRMS) 5) TriTech.com IQ Search subscription 6) TriTech.com Analytics subscription 7) Inform CAD Browser 8) System Interfaces as listed in the Appendices to this SOW The only reference for the number and type of software licenses is the Agreement. Any reference within this document to services associated with a specific software product does not imply or convey a software license for products that are not listed in the Agreement. 2.1.1 Standard'I'dTech Software Doliverabies The functionality provided by Standard TriTech Software Products, including Interfaces (the core TriTech Software and Interfaces without any Modifications) is defined by TriTech Standard Documentation (User and Administration Guides for Inform CAD, Inform Mobile, Inform CAD Browser, Inform RMS, TriTeclucom IQ, TriTech.com Analytics, and other Standard Software products. Standard Interface Requirement Documents (IRD) define the functionality of the Standard Interfaces. These documents are standard, published TriTech documents, and are not specific to a Client. 2.1.2 Contracted Modifications to Standard TriTech Software Products Modifications to the functionality of Standard TriTech Software within the System, or Subsystems, shall follow the Change Management Process as described in Section 5.3, Change Management Process. The scope of the Modification will be described in an OSD. Release of all Modifications to TriTech's Standard Interfaces will follow Subsystem release cycles (i.e., Inform CAD, Inform RMS, and the like) which occur during the implementation period. Modifications to Standard TriTech Software that are to be delivered through this Project are listed in the Agreement. The functional scope of any modification procured through the Agreement will be summarized in Appendix B - Contracted Modifications to Standard TriTech Software Products for Inform CAD, Inform Mobile, Inform RMS, Inform FBR and other major TriTech Subsystems; and under Appendix C - Standard TriTech Interfaces, for modifications to Standard Interfaces, Any and all modifications or enhancements that are not explicitly listed in the Agreement are not within the scope of this Project. In the event of an inconsistency between this SOW and the'TriTech response to the Client's RFP regarding modifications provided under the Agreement; the TriTech response to the Client's RFP will take precedence. 25B -50 TriTech Project Roles and Responsibility Any changes in the requirements documented in the OSDs, post approval, are subject to formal Change Order, Note: Modifications to any of Stan dard TriTech Software will only tie released with a subsequent major version of the applicable subsystem (i,e,'Inform CAD, Inform Mobile, Inforim RMS, eVa In£orrn FBR and the like) based upon; the relnde and dependency to these Products (Any modifications in the Agreement, including those proposed by TriTech in response to'the Clienf's RFP shall occur within the project ithplementation limefratne; ": unless otherwise agreed upon by the parties in writineJ. Note: Software versioning is the process of assigning either unique version names or unique version numbers to unique states of computer software while a service pack or patch is a piece of software designed to fix problems with, or update a computer program or its supporting data. This includes fixing security vulnerabilities and other bugs. 2.13 Contracted Custom Interface Software Custom Interfaces to be created by TriTech are identified in the Agreement. A high level description of the intended functionality and scope is attached as part of Appendix D - Custom TriTech Interfaces to this SOW. The high level description of custom Interfaces procured through the Agreement will be initially defined by an FDD. The detailed functionality of these interfaces will be further defined later in an OSD, which will be developed and delivered to the Client dining the project. Changes in client- approved OSDs are subject to formal Change Orders. 31 Overview TriTech will appoint a team of specialized personnel that will implement the Project under the direction of _ TriTech's Project Manager, The team will be multi - disciplinary and the team members may specialize in different products or Subsystems. Team members may be engaged in different phases of the Project as necessary and in some cases are involved in the Project for a limited tioaeframe, Any personnel changes by TriTech must be approved in advance by the Client. Such agreement will not be, unreasonably withheld. The descriptions of personnel roles noted below provide an overview of typical Project team members. Other personnel may be involved under the direction of the TriTech Project Manager in order to complete the requirements of the Project. 3.2 TriTech Project Manager TriTech has appointed a TriTech Project Manager as the principal TriTech contact who will be responsible for managing TriTech's responsibilities related to the implementation of the Project, as described in this SOW and within the scope of the Purchase Agreement. The Project Manager is also responsible for managing TriTech's subcontractors. Each of TriTech's Subcontractors may appoint a Project Manager to manage their portion of the Project Deliverables and activities. However, the TriTech Project Manager will have the overall responsibility for coordinating all activities and supervising the progress of each Subcontractor, The TriTech Project Manager will manage all communications between the Client and each of TriTech's Subcontractors. TriTech's Project 25B -51 Manager is responsible for Project scheduling and management of TriTech Project personnel and subcontractor /supplier resources. The Project Manager utilizes a standardized methodology for project implementation, project management, and risk identification and management. TriTech's Project Manager is responsible for Project scheduling and management of TriTech Project personnel and applicable Subcontractor /supplier resources, budget management, identification and management of Project risks, and communication with the Client's Project team. The TriTech Project Manager will be responsible for the collaborative coordination of Client resources in an effort to ensure that avoidable Project delays will be minimized. The Project Manager is involved in the Project beginning with the SOW development and continuing through post Go Live Project closure activities, The Project Manager will be an active participant in many of the milestone events through the course of the Project including System Orientation, DOLF, and Go Live. The Project Manager will organize a weekly Project status call with the Client and necessary Project team members. Additionally, the Project Manager will provide the Client with a written Project status report on a monthly basis, as further defined in this SOW. M The Systems Engineer is responsible for two primary functions, within the scope of the Project: 1) configuration of Standard TriTech Interfaces ( including configuration documentation); and 2) development of software requirements documentation for Custom Interfaces. The Systems Engineer will additionally participate in testing of each of these Subsystems. In some cases, Development Engineers may perform the role of the Systems Engineer for specialized interfaces, particularly for Inform RMS interfaces (the Client will be notified of such substitutions in advance). 3.4 Inform CAC Business AnMyst The Inform CAD Business Analyst is responsible for the configuration of the CAD based on the Client's system requirements, business rules, configuration data, demonstration of functionality, acceptance testing, and technical support throughout the Project. The Business Analyst will provide consultation services to the Client with regard to the configuration and operation of CAD. The Inform CAD Business Analyst is also responsible for conducting the CAD System Orientation, Demonstration of Licensed Functionality (DOLF), performing TriTech's role in FAT and providing consulting support throughout the Project. After the completion of the DOLF session, ownership for continued Code File configuration and maintenance transfers to the Client. At this stage, the Business Analyst will serve as a consultant for the Client's further configuration of the Client's CAD system until the Client's System is in live operation. These activities are described in later sections of this SOW. The Business Analyst will be an active participant in many of the milestone events through the course of the Project and will participate in Project status calls, as needed. 3.5 Inform Mobile Business Analyst The Inform Mobile Business Analyst is responsible for the configuration of the Inform Mobile based on the Client's system requirements and the dispatch and field users' operations. The Inform Mobile Business Analyst will provide consultation services to the Client with regard to the configuration and operation of Inform Mobile. The Inform Mobile Business Analyst is also responsible for conducting the Inform Mobile System Orientation, performing TriTech's role during FAT, delivery of Train the Trainer and Inform Mobile Administration Class, as well as providing consulting support throughout the Project implementation life cycle. 25B -52 TriTech Project Roles and Res ons9bilityt As part of the implementation team, TriTech utilizes a GIS Analyst that specializes in geographical information technology, The GIS Analyst is responsible for: 1) Performing an analysis and preparing a report regarding the Client's GIS source data including street centerline data, routability, and response area polygon data based on TriToch specified requirements for Inform CAD, Inform Mobile, Inform FBR, and Inform RMS; 2) Consultation services regarding converting the GIS source data for use in Inform CAD, Inform Mobile, Inform FBR, and Inform RMS; 3) providing training for applicable TriTech GIS tools; and 4) preparing the one -time GIS data import for Inform CAD and Inform Mobile, These GIS activities are intended to provide information that will allow the Client to optimize the accuracy and quality of Client GIS data during Project implementation. Inform RMS and Inform Field Based Reporting (FBR) Business Analyst(s) participate in various activities throughout the implementation of each of these Subsystems. They are primarily responsible for conducting the System Orientation with the Client to observe and evaluate the Client's current business practices and make recommendations for improving efficiency and areas that need to be reviewed. They also conduct the Demonstration of Licensed Functionality (DOLF) or Administration Training, performing TriTech's role during FAT and providing consulting support throughout the Project implementation lifecycle, After the completion of the DOLF session, ownership for continued Code File configuration and maintenance transfers to the Client. At this stage, the Business Analyst will serve as a consultant for the Client's further configuration of the Client's system until the Client's System is in live operation. These activities are described in later sections of this SOW. The Business Analyst will be an active participant in many of the milestone events through the course of the Project and will participate in Project status calls, as needed, Training for TriTech applications is provided by TriTech Training Specialists. Training staff for other products and functions will vary by the type of product and training proposed, This process is described in greater detail in the training sections of this document, related to each of these products. TriTech's Client Installation Services (CIS) team is responsible for installation and integration of TriTech Software onto the system hardware, operating system and database systems identified for this Project. This team works olosely with the Client's staff to coordinate IP and network addressing, security accounts, network connections, and remote access to the System. This process is described in greater detail in Section 7.2, System Installation of the SOW. Customer service functions and technical support for the Client's System during the Project is coordinated by the TriTech Project Manager. After Go Live, TriTech's Technical Services Group is responsible for providing on -going support for the Client's System as defined in the Agreement and the Software Support Agreement, 25B -53 111 Account Executive The Account Executive is an important resource to the Client throughout the life of their System. The Account Executive will be the primary contact and liaison for non - technical support issues, system changes and billing questions. They provide support for general customer service requests, manage requests for new software and services, and provide assistance with planning technology upgrades post System Go Live. Having the Account Executive participate as a key Project member. provides an enhanced level of continuity for the Client as they continue their relationship with TriTech. 25B -54 Recommended Client Roles and Responsibilities EN Implementation of the Subsystems in a manner that meets the Client's operational needs requires collaboration with the Client's team. In general, the Client's Project team should include staff experienced in the operation and administration of the Client's current public safety technology systems as applicable to the scope of this project. Such teams may include representatives from dispatch, records, and field units. These "subject matter experts" may need to be engaged through the course of the Project from initiation until live operations, and may be involved in the support and maintenance of the System and Subsystems after Go Live. These recommendations do not speak to specific positions. Rather, this information defines general responsibilities and estimated time commitments The Client may elect to create individual positions, combine responsibilities, and /or assign responsibilities within their current organizational structure. The Client needs to periodically assess its staffing needs based on changes in the Client's operational use of this technology. Tho descriptions of personnel roles noted below provide an overview of typical project team members and activities, but do not define any specific project role or responsibility associated with this the Project. Other personnel rrray be involved under the direction of the Client's Project Manager in order to complete the requirements of the Project. To the extent possible, the Client project team should remain consistent throughout the Project. Often, there is overlap with these core responsibilities - therefore, the team can generally be kept to a small group, dependent upon the complexity of the system being implemented and the number of Subsystems. In addition, it is recommended that the Client, early within the implementation process, identify those persons that will be responsible for the ongoing maintenance of the Client's System to include the technical and business processes. The application Administrators (Inform CAD, Inform Mobile, Inform RMS, and FBR), as well as the System Administrator, are very key to the success of the Project. It is paramount that the Client develops this learn during the implementation process so that the Client successfully achieves a degree of self- reliance with the understanding of each of the Systems in addition to the generalized technical responsibilities. = The Client's Project Manager is the principal Client contact who will manage a team of Client Project personnel. The Client's Project Manager manages and coordinates Client's resources responsible for completing assigned Project tasks and activities. Activities include facilitating Project Schedules and meetings, approval and processing of invoices, review and approval of Task Completion Reports ( "TCRs "), Project management plans, applicable configuration sheets, OSDs and IRDs, approval of the Project documentation, acceptance testing, and management of the Client's staff. Additionally the Client's Project Manager is responsible for coordinating the efforts, activities, and cormnunications between TriTech and third party vendors that are not Trf tech Subcontractors, as well as any deliverables from these vendors to the Project, 25B -55 4.3 Client System Administrator The Client's System Administrator is the individual primarily responsible for managing the technical back - end of the System including Windows, SQL Server, network, hardware, data back -ups and log management. This individual is the primary technical point of contact representing the Client. As identified in the Agreement and the Software Support Agreement, following the initial system installation, administration, and support for hardware (including the software operating system) and network components are the responsibility of the Client. The Client needs to plan for support and maintenance through the development of Client resources, other departments within the Client's organization, or by contracting for such services. The Client should establish procedures for managing warranty service of hardware. Activities for this position include 1) Management of Microsoft Windows Operating System including patches and service packs; 2) Management of Microsoft SQL Server including patches and service packs; 3) Implementation of software prerequisites (in accordance with TriTech Documentation) on computers as needed for current operations and System upgrades; 4) Monitoring, management and maintenance of the Client's network including LANs, WANs, wireless networks, security accounts and support connectivity (in accordance with TriTech Documentation); and 5) Hardware maintenance and t-oubleshooting; file and data back -ups and software and error log management. Time commitment will vary with the number of computers on the system, the complexity of the network (including the use of a WAN) and the number of personnel to be managed in network access. If the System LAN is connected to the Client's administrative LAN /WAN', coordination will be important to avoid problems with the Client's network traffic. Personnel involved in System Administration should attend the applicable TriTech System Administrator Courso(s). Where a large learn is involved, a core team should attend a System Administrator Course and then the Client's System Administrator should conduct a smaller version of the training for local staff, w:yt r r: The Client's Inform CAD Administrator is the individual primarily responsible for managing the Inform CAD application software settings to ensure efficient operation. This individual is the primary CAD configuration point of contact representing the Client. Activities include TriTech software setup, assignment, and management of TriTech Software modular security, maintenance of the Code Files, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. Any personnel involved in CAD administration should participate in the DOLF session so they are prepared to maintain the CAD Code Files post DOLF. The CAD Administrator should additionally attend Inform CAD User Training. r. r The Client Inform Mobile Administrator must possess a set of skills necessary to support the Client's implementation of the Mobile System, The Inform Mobile Administrator will be responsible setting up and maintaining the users, and vehicles as well as minor configuration changes to the Inform Mobile product. The desired administrator should possess a working knowledge of., HTML/XML, CSS, and JavaScript. SQL, especially views, stored procedures, and database schema,. i TriTech recommends a dedicated LAN for CAD as documented in the System Planning Dooument. 10 25B -56 Recommended Client Roles and Responsibilities Standard GPS protocol (TAIP and NMBA). The Inform Mobile Administrator should attend the Inform Mobile Train - the - Trainer course and the Inform Mobile Administration course. This individual should work closely with the System Administrator in order to manage file and data back -ups and System administration of the hardware and network. The Client's Inform RMS Administrator will have the responsibilities for the implementation, configuration, and maintenance of TriTech's Inform RMS. This person or persons will be engaged in the implementation of the Tffech's Inform RMS, and will participate in making decisions as it relates to implementing the TriTech's Inform RMS, Inform RMS Administrator will attend the Inform RMS DOLF during the course of the Project. This person should have a comprehensive understanding of the internal structure and workflow of Inform RMS users, departmental policies and procedures as well as how the records department interacts with dispatch and field operations personnel. Additional activities include TriTech software setup, assignment, and management of the agency specific Code Files, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. - Any personnel involved in RMS administration should participate in the DOLF session so they are prepared to maintain the RMS Code Files post DOLF. The Client's FBR Administrator will have administration responsibilities for implementation, configuration, and maintenance of TriTech's WebRMS Field Based Reporting System. This person will also be responsible for establishing user roles, setting 'up and maintaining the users, building report templates, structuring workflows, and configuring the System options. The FBR Administrator will attend the FBR Administration class during the course of the Project. This person should have a comprehensive understanding of the records function within the agency, how Mobile will be utilized in conjunction with FBR, and be familiar with the policies and procedures for officer reporting. Additional activities include TriTech software setup, assignment, and management of the agency specific Code Files, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. Any personnel involved in FBR administration should participate in the 'FBR administration training session so they are prepared to maintain the FBR Code Files post FBR administration training. 4.8 Client GIS Analyst The Client's GIS Analyst is responsible for the mapping components required for Inform CAD, Inform Mobile, Inform RMS and Inform FBR. Activities include providing the initial GIS files for use within Inform CAD, Inform Mobile, Inform RMS, and Inform FBR, The GIS Analyst will be responsible for updating the Inform CAD and Inform Mobile Streets data using GIS Link, and working with TriTech's GIS Analyst to implement mapping components for Inform RMS and Inform FBR. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation workload will be based upon the number and type of CIS data edits that will be necessary for the local operations. This person should participate in portions of the System Orientations and DOLF. Additionally, this person (or group of people) should attend GISL1nk training. 11 25B -57 e � � Input from the Users /Supervisors is important to ensure that the configuration settings approved by the Client's team will be perceived as usable by users of the each of the Subsystems. These Users /Supervisors should participate in meetings defining and evaluating the requirements and configuration of their respective products, such as System Orientation and Administration Training. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation should be maintenance only. These personnel should attend the applicable User trainings. 4.10 Subject Matter Expert Input from subject matter experts in all applicable areas (Inform CAD, hlform Mobile, Inform RMS, Inform FBR, and each of the Interfaces and external Systems that integrate with TriTech Systems) is essential to successfid implementation of the system. The subject matter expert(s) in each area are the individuals who are knowledgeable about the current operational and technical specifications of the system, the data flow between and among different applications, and any limitations associated with each application. For Standard and Custom Interfaces, subject matter experts may be from the Client Agency, and third party vendors. If the vendors are not TriTech Subcontractors, the Client will be responsible for engaging them in necessary discussions and documentation of the requirements. The Client should involve a fully dedicated person or persons during the scheduled activities, such as requirements analysis, demonstration of the applications (if applicable), review of requirements documentation, the testing process, and other events that are described in later sections of this SOW. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. 4.11 Application Trainers A team of trainers is needed for training the Client staff on TriTech Software on an on- going basis. Trainers will be responsible for reading TriTech Software release notes and maintaining an understanding of new and existing features. The Client should involve a fully dedicated person or persons during scheduled activities such as training sessions. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. These personnel should attend the applicable product specific training courses, 12 25B -58 5.1 Overview Project Controlling Processes are established early in the Project life cycle during the Planning Phase and described within the Project Management Platt. Project Control is the process that includes completing regularly scheduled Project progress meetings and the use of regularly delivered Project progress reports, as well as implementing the processes needed for Communication Management, Risk Management, and Change Management. The process begins during the initiation process and concludes at the end of the Project. The establishment of defined processes for Client communication (contact persons and reporting methods) provides a basis for effective and regular communication, This supports the previously noted processes necessary for successful Project outcome. As part of the Controlling Processes, TriTech utilizes a series of measurements and management reviews to mitigate the effect of these variances. Checkpoints or milestones are planned into each phase of the Project to treasure performance and determine if the Project is ready for the next phase. Checkpoints are key tasks that act as gates to the next phase of a project. A delay in a milestone may cause a, delay in starting or completing subsequent tasks; in effect creating a risk to the overall' Project. Therefore, TriTech's Project staff closely monitors checkpoint tasks and milestones and promptly notifies the Project Manager of any delay or failure with a milestone task. Milestone delays on the part of either party will trigger an overall review of Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. Evaluation of overall Project status at each checkpoint is essential to ensure that the Project is effectively progressing toward completion and that new risks are not being introduced. In many cases, Project activities leading to a checkpoint are interrelated to later scheduled tasks. Success at checkpoints diminishes the risk to the Project going forward. Incomplete actions at a checkpoint may prompt delays and a rescheduling of the Project. For example, delays in completing or approving Custom Interface OSDs will delay the start and completion of the Interface development work, which may ultimately have an impact on the projected Go Live date. Depending upon the importance of the Deliverable, these kinds of delays can have a cascading effect upon the Project Schedule including training and Go Live Task Completion Reports As part of the project controlling process, upon completion of significant milestones and or tasks, TriTech will submit a Task Completion Report ( "TCR ") to the Client. The TCR serves as a formal tool for the purpose of verifying with the Client that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and /or related documents. TCRs are presented to the Client by TriTech's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terns within the Agreement. Upon execution of a TCR. that is tied to a Project payment milestone, the Client will receive an invoice from TriTech's accounting department which must be paid based on the terms and conditions of the Agreement. 13 25B -59 As the Prune Contractor, TriTech is responsible for processing TCRs for all Subcontractor activities, under the Contract. The TCR will include the following information: 1. Description of Work performed and products delivered. 2. Comments noting any special circumstances. 3. Product /Service deliverables listing the contract line items that are being recognized as delivered and will be invoiced. 4, Related Payment Terms in accordance with [lie Purchase Agreement, for contract line items that will be invoiced relative to the TCR. 52.1 TriTech Responsibilities a) TriTech will prepare and submit TCRs for Client's signature upon completion of the applicable task. b) The TCR will cite the appropriate SOW reference. e) TCRs that trigger a payment will include the payment amount in accordance with the Agreement payment schedule. 522 Client Responsibilities a) Client will process TCRs within a ten (10) business day period from the time of receipt less any challenges to the validity of the report. b) In the event that Client disagrees with a TCR, Client shall submit to TriTech a written explanation detailing why the Client believes that the subject of the TCR and/or tasks have not been completed in accordance with the Agreement or this SOW. Such notification from the Client shall be provided to the TriTech Project Manager within ten (10) business days of receipt of the TCR. 14 25B -60 5,3 �ha11� M�rl�gemet7� Prgce�s Either party can request changes to the scope of the project at any time. Since a change may affect the price, project deliverables, this SOW, and/or the supporting project schedule, both parties must approve each change in writing. The purpose of the Change Management Process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include, but are not limited to a modification to Project scope, Standard or Custom products' functionality, TriTech and Client's identified toles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All significant changes must be documented through the Change Management Process. The type of documentation needed will depend on the nature and significance of the change. A Project Change Order will be the vehicle for communicating and approving of the changes, Whether initiated by the Client or TriTech, all Change Orders will be documented by the TriTech Project Manager. The Change Order shall describe the requested change, the party requesting the change, and the effect the change will have on the project, including the price, project deliverables, this SOW, the supporting project schedule. All Change Orders must go through the TriTech's internal approval process before they can be presented to the Client for review and approval. Once the Project Change Order is generated, the Client Project Manager and TriTech Project Manager will review the proposed change and communicate as necessary to answer any questions, and/or work to resolve any issues preventing acceptance of the Project Change Order by both parties. Upon the approval by both parties the Project Change Order will be authorized for implementation. The creation of some Project Change Orders may, depending upon the scope of the requested change, require fees in order for TriTech to properly investigate and scope the requested change. If additional fees are required by TriTech to create a Change Order, those fees will be identified and communicated to the Client Project Manager prior to TriTech's investigation of the requested change. In such situations, TriTech will only proceed with the investigation required to create the Change Order if the Client has agreed to pay the additional fees associated with creation of the Change Order. Additional deliverables or Project deletions in terms of Software and services will require a mutually agreed upon Change Order. 53.1 TriTech Responsibilities a) Change Orders will be prepared for submission to the Clicnt when required. b) Where Project changes require Engineering -level modifications, TriTech will perform requirements capture necessary to prepare required documentation including a high level description of the change for Client review and approval, c) Where Project changes require Engineering -level modifications, Client will be informed of the delivery mechanism (version and schedule). 53.2 Client Responsibilities a) When applicable, the Client will identify the services or deliverables that will be subject to a Change Order, per the Agreement between both parties. b) When applicable, the Client will identify changes to features or functionality related to CAD, Mobile, Interface or any other Subsystem that will require a change order. This process may also include participation with the requirements process. o) Client will approve and process Change Orders in a timely manner. 15 25B -61 5A Project Reporting TriTech will provide monthly written Status Reports advising the Client Project Manager and key Client Project Stakeholders of the progress and status of project activities. This report will include the significant accomplishments, planned activities, issues, and potential risks associated with TriTech and TriTech's Subcontractors' Deliverables. The Project Status Reports will Include the following: 1. Accomplishments during the Reporting Period, 2. Planned upcoming activities. 3. Issues. 4. Risks. 5. Ivey Action Items. In addition, the TriTech Project Manager will hold weekly status meetings /conference calls to update the Client on the status of the Project and key action items and deliverables, During the course of the Project, one or more Project journals will be created to document Project issues and action items. These journals are product specific and are used by the Project Manager and other teen members to facilitate successful Project completion. Project journals are reviewed with the Client during weekly Project status calls and on an as needed basis through the course of the Project. The Project Manager is responsible for providing copies of updated journals to the Client Project Manager each month, or upon request. Each month, TriTech will provide an updated Project Schedule in MS Project advising the Client Project Manager of the progress of project activities. The Project Schedule may be lacking the detailed tasks for the Client team, and the Client may add such tasks, owners, and durations to the Project in collaboration with TriTech Project Manage. The Project Schedule will consist of the following: 1. Major Tasks and Subtasks. 2. Task Responsibility, 3, Task Duration. 4, Major Milestones. 5. Tasks and Subtasks Completed. 6. Tasks and Subtasks in Progress. 5.4.1 TriTech Responsibilities a) Provide a written report of Project status once a month. b) Track issues and action items to closure through product specific journals. The Client will be provided with updated copies of thej ournal each month, or upon request. c) Conduct project status meetings onsite each month. d) Conduct conference calls every week at a minimum. e) Maintain an up -to -date Project Schedule. t) Ensure participation of personnel in tasks and meetings. 5A.2 Client Responsibilities a) Review and acknowledge the Project status written report and provide feedback within five (5) business days. 17) Participate in Project status meetings. e) Ensure ,participation of personnel in tasks and meetings. 16 25B -62 Project Controlling) Processes In the course of the Project, TriTech will deliver several documents to the Client for review. These documents will include the Project Schedule, DOLF report, OSD's, and IRD's for the Project, Approved documents are returned to the TriTech Project Manager. For paper documents, the TriTech Project Manager will retain the original copy and will provide an unbound copy suitable for reproduction. For soft copy documents, the TriTech Project Manager will retain a copy and provide Client with a copy. Should the Client find any document unacceptable, the Client will provide specific reasons in writing to the TriTech Project Manager. TriTech can then assess any required corrective measures and make revisions or modifications to provide acceptable decunents. In order to ensure compliance with the Project Schedule, the Client is responsible for the review of such documents and providing any comments to TriTech within five (5) business days, 541 Documents Subject to Client Approval a) Change Orders b) OSD's c) Application Configuration Sheet d) Any post - contract FAT documents e) Task Completion Reports 5.5.2 Documents Subject to Client Review not Requiring Approval a) Project Status Reports, which should include an acknowledgement of receipt by the Client. b) DOLT Reports for Inform CAD and Inform RMS e) Project Journals d) IRD's 5.5.3 Tri'Tech Responsibilities a) Distribute the documents to the Client. b) Coordinate the process to consolidate comments and edit documents. C) Manage the signoff process for applicable documents and the distribution of originals to the Client and TriTech for filing. 5.5.4 Client Responsibilities ta) Review the documents presented and provide the appropriate information back to TriTech within five (5) business days. 17 25B -63 "'. i'Jo ,i ,u 6.1 Overviews Project Initiation and Planning involves gathering the necessary Project specific information in order to produce a Project Management Plan and a Project Schedule. In short, Project Planning consists of those processes designated to establish when and how the Project will be implemented while further elaborating on Project Deliverables. Most of the information exchange between the Client Lind TriTech during this process is at a high level and consists of interaction between both Project Managers and a small group of Project stakeholders. Major Deliverables for the Project Planning phase are the specific Project Management Plans, and abaseline Project Schedule. The project must be managed in a manner that will allow for the adjustment of the Project Management Plan and Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project lifecycle, Project Planning will overlap each subsequent process during the Project. Typically, Project Planning tasks will decrease in frequency as checkpoints are successfully completed and as the Project nears Go Live and Project completion. Note: The Project Schedule is a living document, subject to change during the course of the Project. All changes to the Project Schedule will be discussed between both parties and will be incorporated within a revised schedule based on mutually- agreed changes, 6.11 TriTech Responslbilitles a) Assign a Project Manager to the Project to participate in Initiation phase activities. b) Produce required documentation to support Initiation activities (such as Standard IRDs, System Planning Document, etc.) C) Review the SOW with the Client, and incorporate any mutually- agreed upon changes. d) Identify and engage the TriTech Project team responsible for carrying out Project Execution. e) In collaboration with the Client, develop the Project Management Plan (includes the Communication Management Plan, Risk Management Plan, and Change Management Plan). I) Baseline the Project Schedule. g) Prepare and submit the TCRs for Client acceptance of the Project Management Plan as defined above. 6,1,2 Client Responsibilities a) Assign a Project Manager for the Project to participate in Initiation phase activities. b) Identify and engage the Client's Project team. c) Review and approve the proposed TriTech Project Management Plan and the Project Schedule. d) Review and approve the TriTech provided documentation to support Initiation activities. e) Finalize and approve the SOW with TriTech. i) Review the submitted TCRs for the Project Management .Plan. 18 25B -64 Project initiation and 'tanning 6.2 Project Kick Off During the planning phase, the TriTech Project Manager will hold a Kick -Off meeting with the Client's Project team, which will be conducted at the Client site. During the Kick -Off meeting, the TriTech Project Manager will provide an overview of the following: I. The TriTech Execution Process, 2. A high level description of Project Deliverables. 3. Introduce, and define the roles and responsibilities of the Project team members. 4. A high level review of the Initial Project Schedule including projected Project milestones and checkpoints. 5. Describe the work that has been either completed, is in progress or is due to begin within the immediate future. 6. Review any project related questions from the Client's team. 6.2.1 Tro tech Responsibilities n) Prepare the agenda and set a date for the Kick -Off that is convenient to the Client and TriTech Team. b) Distribute any documents that the Client should review in advance of the Kick -Off meeting. C) Conduct the Kick -Off meeting. 6.2.2 Client Responsibilities E8) World with the TriTech Project Manager to facilitate scheduling a date for the Kick -Off meeting. b) Schedule the appropriate personnel from the Client's team to attend, This should also include Ivey stakeholders that may not participate routinely in Project operations, but who have authority or responsibility over the Project. C) Provide adequate accommodations to include adequate seating and audio- visual equipment including a projector(s), screen, and whiteboard 623 Completion Criteria This task is considered complete when: (i) The Project Kickoff has been held with TriTech and Client representatives in attendance; (ii) The Client and TriTech have identified their respective Project Managers; (iii) The Project Management Plans have been completed and signed by the Client and TriTech; (iv) Any mutually agreeable changes to the Initial Project Schedule, if applicable, have been agreed upon by the Client and TriTech. 19 25B -65 7 PROJECT EXECUTION 7.1 Overview Project Execution focuses on the development and delivery of Project Deliverables. Processes will be iterative and consist of. 1) A review of Deliverable documents; 2) Development, configuration, Installation and testing of software and hardware deliverables, and 3) Delivery of Project related services such as Project related paining. These processes are iterative in nature with a muriber of checkpoints to evaluate Project progress and where applicable, to initiate Change Management processes. Each Deliverable has a closing process which consists of specific completion criteria. These Deliverable closing processes are independent from the closing process of the Project. 7„2 System] Installation (inform CAD, Inform MobIlt , Inform RMS, Inform] _ FBR and Interfaces) _ System installation is one of the early processes in the Project implementation phase, and has a great impact on and critical dependency on a number of Ivey activities, All tasks and activities related to System Installation are included in this section and will occur in the order presented. Other Project tasks may occur while installation activities are in progress. 7.2.1 review Hardware Specifications TriTech and Client will review the proposed hardware configuration for accuracy and completeness. TriTech will only be responsible for procurement of the hardware and third party software that is explicitly listed under the Agreement, as TriTech Deliverables, or Deliverables of TriTeeh's Subcontractors. 7.2.91 TriTech Responsibilities 1) Provide hardware and any relevant third party hardware specifications to Client. 2) Verify with Santa Ana personnel, TriTech recommended computer processor(s), operating system software, third -party software, all associated workstations, printers, communications and related components. 3) Review the specifications for all of the department's existing hardware, operating system software and third -party products and determine suitability to operate with TriTech Software. 4) Prepare a final hardware and operating system software requirements list. 5) Provide the specifications for the mobile data devices compliant with TriTech's minimum hardware requirements for optimal reliability and performance. 6) Pre -plan installation activities with Santa Ana and all subcontractors. 7.2,12 Client Responsibilities 1) Review and validate hardware and Third Party specifications, 2) Provide all required hardware,, operating licenses, VM's, etc. that are required and recommended to nm the TriTech subsystems that are not explicitly procured through the TriTech Purchasing Agreement. Provide, upon request, information on existing hardware and operating system software components and networks, and information necessary to validate final hardware requirements. 3) Review the final hardware and operating system software configuration with the TriTech project team. 20 25B -66 Pro)ect Execution 4) Review TriTech's recommendations regarding any existing networks and workstations, and address any recommended modifications (identified by TriTech) to ensure maximum performance, Completion Criteria This task is considered complete when the final hardware and operating system review is complete, and TriTech has submitted their findings and recommended specifications. 7.2,2 Hardware Acquisition TriTech and Client will procure hardware, third party software, and equipment per TriTech's recommended Specifications, TriTech is only responsible for procurement of the hardware and third party software that is identified as TriTech Deliverables in the Purchase Agreement. The Client will procure the required equipment based on TriTech's recommended Specifications, and do all that is practical to ensure the hardware is delivered in accordance with the timelines identified in the Final Project Schedule, The CIient will complete the following: 1) Configure the servers with memory and disks, 2) Load Microsoft Windows or VMware, 3) Partition disk drives and implement applicable Raid level based upon TriTech documentation. 4) Assign the computer name and IP address based upon TriTech documentation. 7.2.3 Hardware Configuration The Client will conduct basic server configuration, including: placing the servers in the racks, joining them to the existing domain, (with the Domain Controller in place) running the TriTech pro- requisite DVD on Inform CAD and Inform Mobile servers, and establishing remote connectivity capability (VPN and Remote Desktop) for authorized TriTech personnel to perform configuration. These activities will be coordinated between the TriTech Project Manager and the Client IT and Project Management staff, Guidance will be provided by TriTech's Client Installation Services (CIS) team as required. The Client must also provide the server names, IP addresses, Administrator Account Information (User Name, Password), Services Account Information, and the location of 3's Party Software media (such as SQL). An Installation Service Request (ISR) will be provided to the Client that organizes this information in to the TriTech preferred format. The Client is responsible for providing the completed ISR to TriTech no later than two (2) weeks prior to the installation activities, The Client is responsible for ensuring that the site is prepared and ready for the installation of hardware, third party software, and TriTech software as detailed in TriTech's deetnnentation including the System Planning Document according to the Project Schedule, TriTech will verify: (i) connectivity to the Client site via VPN, (ii) connectivity to each of the servers, and (iii) access to all required security accounts, 7.24 TriTech Responsibilities a) Provide the System Planning Document, b) Procure TriTech equipment and third party software, e) Provide guidance and assistance as necessary. d) Distribute a blank Installation Service Request (ISR) document to the Client, e) Collect Client information related to the ISR and submit a draft which includes: Each TriTech server, the applications that will be installed on the machine, machine name and the IP address (to enable any remote installation tasks). 21 25B -67 f) Collaboratively develop a network diagram with the Client. g) Finalize the ISR prior to the installation. h) Test the remote connectivity to the site prior to installation of the hardware and software. i) Install the Microsoft SQL software. j) Prepare and submit a TCR for Client review and approval upon completion of these activities. 7.2.4.1 Client Responsibilities a) Review the blank ISR and provide information to TriTech. . b) Collaboratively develop a network diagram with TriTech. c) Perform site preparation, as specified in the System Planning Document and ISR d) Assign the computer narne(s) and IP address(es) based upon TriTech documentation. e) Establish remote connectivity capability (VPN and Remote Desktop) for authorized TriTech personnel to perform software installation and configuration. f) Run TriTech Pre - Requisite DVD on all applicable hrform servers prior to any installation work being performed. g) Obtain pertinent IP addresses and schemes. h) Allow remote access to TriTech to all development and system "root" accounts on all servers running TriTech licensed. Software, subject to verifying the identities of specific individuals with such access (based on the background requirements in the Agreement). i) Procure relevant equipment and third party software. j) Perform basic server integration including, but not limited to: i. Installation of servers in applicable racks. ii. Joining servers to the existing domain with the domain controller in place. iii. If applicable, install and setup of the VM environment. 1c) Install all peripheral equipment, including scanners, printers, barcode readers, etc. 1) Approve the applicable TCR. Completion Criteria This task is considered complete when (i) The Client has procured and configured the hardware (ii) TriTech has provided the completed ISR to the Client (iii) The Client and TriTech have approved specific TriTech personnel with remote access to the site. 7.2.5 TriTech Software Installation Software installation services will be performed remotely, unless otherwise specified in the Purchase Agreement, and include installation of the TriTech Software. These installation activities will be coordinated between the TriTech Project Manager and the Client. Note i; All SQL,server licenses will be installed by TriTech. The Client is responsible Ygr rnalung the'. media and license keys available to TriTech for the installation. 7.2.5.1 TriTech Responsibilities a) Install and configure Microsoft SQL to operate with each of the applicable TriTech produu(s). 22 r Project Execution b) Configure the System servers in the applicable environments. c) Provide the Client with documentation on the process for failover, and conduct a failover test with Client present. d) Install and configure the applicable TriTech system(s), including Inform CAD, Inform RMS, Inform FBR and Inform Mobile on the designated servers and applicable environments. e) Install TriTech applications on five (5) CAD workstations, five (5) RMS workstations, and five (5) mobile devices. The Client will be responsible for installing the applications on the balance of the workstations and mobile devices. f) Provide verbal support to the Client with any self - installation procedures for the workstations using the TriTech provided Prerequisite Installation DVD and applicable Launch configurations. g) If applicable, create data dumps for Microsoft SQL database backups (as a backup for Inform RMS database). h) After completion of the initial installation and configuration of the Inform CAD server, a member of Technical Set-vices team will conduct a "technical hand -off' to designated Client staff from the Client's information Technology team via a conference call. The following major topics will be addressed: Proper procedures for performing Inform CAD System Backups: • File Structuro— Iuchtsions and exclusions • Databases o Moving Backups to media ii. Proper procedures for refreshing Test/Training system (and related documentation) iii. Approved configuration and use of Virus Scan software IV. Approved procedure for application of Windows updates V. System Upgrade process and procedures A. Support Website and TriTech list server access Al. Managing/Reviewing system logs (CAD, SQL, and Event Logs) 1) Prepare and submit a TCRupon completion of the installation tasks and activities. 7.2.5.2 Client Responsibilities a) Complete the configuration of the remaining CAD, RMS, acrd Mobile workstations (after the installation of the limited number of workstations by TriTech) using the Prerequisite Installation DVD and applicable Launch configurations. b) Put in place TriTech's recommended backup procedures as outlined in the System Planning Document and ensure backup procedures are consistently follow beginning at the completion of this task. e) Install and configure virus scanning software as outlined in the System Planning Document. r0.) Provide Web Security Certificates for all TriTech web - enabled applications that require a certificate. e) After completion of the initial installation and configuration of System servers, the Client will be responsible for maintaining the System based on TriTech Platform Planning Document, and the technical land -off. Specifically, the Client's IT staff is responsible for completing the following; • Updating Training /Test Systems with fresh data (from Production) as needed • Configuration and monitoring virus scan software • Application of Windows updates 23 25B -69 • Following the procedures for System Upgrade • Managing /Reviewing system logs (SQL and Event Logs) I) Review and approve the applicable TCRs. Completion Criteria This task is considered complete when the TriTech Software (list) has been installed on the Client's designated hardware. _Z.3 Irrlp�elro�orlt��aon of In'C"M CAD _ Inform CAD is implemented through a series of standard steps and process gates. These stepssteps are ensure that the operational needs oft he Client are identified, the conf gurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following desoribes he implementation process for Inform CAD. 7.3.1 Inform CAI] System Orientation The Inform CAD System Orientation is conducted at the Client's site and led by a TriTech Business Analyst. The duration of the Inform CAD System Orientation is generally between 3 to 4 days and includes a Business Process Review of the Client's operations, This System Orientation can be conducted in conjunction with Inform RMS if purchased together. Some key discovery points for the Inform CAD System Orientation are as follows: a) Work Flow — Understanding the setup for work flow from first receipt of an incident through incident completion. This may include time observing Dispatch Staff and Ride - Alongs with field units. b) Agency Type Setup — The segmentation of operational processes including incidents, units, and call - taker /dispatcher roles and responsibilities. c) Determine the Code File Hierarchy -- This is the structural breakdown of the Client's organization as it will be organized within the CAD system, including: jurisdictions, divisions, response areas (reporting districts, beats, etc). d) Review reporting requirements (geographic reporting segmentation and the like). e) Event numbering (Incidents) ineluding master incident numbers, response numbers and case numbers. P) Application Permissions — Aligning the application permission settings with the security policies of the agency, the Client, and the overall System Administrator. It is recormncnded that the number of attendees in the CAD System Orientation be limited to 15 to allow for more effective communication during the session. Based on the Ivey discovery points during this session, it is necessary that the attendees include individuals who can properly address these key points and make configuration decisions. During the Inform CAD System Orientation session the Business Analyst will facilitate air operational review of Inform CAD by demonstrating various System functionality and start gathering the configuration information. At least two weeks in advance of the orientation, TriTech will provide a System Module Setup (SMS) worksheet and other reference material to the Client to assist in gathering the required Code Files. Information that cannot be produced during the meeting must be sent to TriTech as specified by the mutually agreed upon schedule. 911 25B -70 Project (Execution Note:'; Tho Client's'provisioli of Code Pile information is air earlyProject`checkpoint. °Remote 'Web' sessions:will.be scheduled as a follow up to'System.Orientatior; to,.guide the Client through the Code File data collection process. 7.3.1.1 TriTech Responsibilities a) Schedule the Infonn CAD System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration specifications resulting from the Inform CAD System Orientation discussions. e) Send the System Module Setup worksheet (SMS) and other reference material to the client at least two weeks prior to the scheduled orientation. f) Document and assign owners and due dates to any action items and track all action items to closure. g) Document any gaps between the standard Emotionality of the System and functionality required by the Purchase Agreement for further analysis and discussion mid/or facilitate the change control process. Client requested changes or changes beyond the scope of the Purchase Agreement will be evaluated at this phase, but will have to be evaluated for the potential impact on the Project Schedule and for additional project charges to be paid by the Client. h) Schedule Remote Web sessions as a follow up to System Orientation to guide the Client through the Code Pile data collection process. 1) Produce an Inform CAD System Orientation Report with the key decisions and configuration points as a result of the System Orientation. Review the draft report with the Client and incorporate modifications. j) Prepare and submit a TCR upon completion of relevant activities. 7.8.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the Inform CAD System Orientation to include a computer projector, whiteboards, and adequate seating. Two projectors are preferred. b) Ensure participation of key stakeholders and decision - makers in the Inform CAD System Orientation process. c) Provide subject matter experts that can explain the communication center's current call flow and agency structure, d) Provide subject matter experts with the ability to gather and provide the data elements used to build Code Files to TriTech. e) Provide subject matter experts that will be able to explain the agency's geopolitical /operational boundaries. This person (or persons) should be able to articulate the specific response requirements that will be built within CAD response plans, f) Provide subject matter experts that will be the "in house" CAD super users, as well as a person or persons that will be responsible for the ongoing maintenance of the CAD Code Files and configuration (CAD Administrator), g) Provide subject matter experts that will be responsible for translating the geopolitical /operational boundaries into data (ESRI shape files) suitable for use within the CAD. 25 25B -71 h) Provide subject matter expects that will be responsible for the maintenance of the agency's street centerline data. i) Provide subject matter experts that can provide information on technical Systems (Interfaces and Hardware/Network) or field - related functions (Inform Mobile or other mobile systems, station alerting and the like). j) Review TriTech's Inform CAD System Orientation Report and provide edits as appropriate. It) Review and approve applicable TCRs. Completion Criteria This task is considered complete when (i) the Inform CAD System Orientation has been completed; (it) TriTech has provided the Client with the initial System Module Setup (SMS), including identified follow up assignments; and (iii) TriTech and Client imutially agree to the content of the Inform CAD System Orientation Report. 7.3.2 Inform CAD Base System Code File Entry After completion of the Inform CAD System Orientation and receiving requested data from the Client, the assigned TriTech Business Analyst will supervise the initial Code File building process. The Business Analyst also configures the system hierarchy based on Client's call flow and operational processes as defined in the System Orientation, The Client will be actively involved at each step of the Code File configuration process through periodic reviews including conference calls and remote web sessions. A Code File review is completed prior to TriTech initiating the Code File entry process. The review is initiated via one or more web meetings as the Client submits the requested Code File information. The Code File review validates the accuracy and completeness of the information. TriTech will complete the Code File entry for Inform CAD System to a level that will allow for an evaluation of call flow and incident management. Code file build to the level described in Appendix A - Required Inform CAD DOLF Code File build of this SOW establishes a foundation that will validate basic functions such as call - taking layout, System hierarchy, incident numbering, and Incident/Unit displays, Validation through the DOLF process allows for the completion of Code File setup while limiting the risk of rework. TriTech personnel will participate in the Code File building process. Some Code Files that require Iocal Imowledge of the geography and the physical location of business and high -risk areas of the community (such as response plans, premise, and caution note/hazard information) cannot be built by TriTech. The Client will be responsible for entering or geo- verifying sonic Code File elements such as premises. The Code Files prepared by TriTech and the Code Files prepared by the Client are described in Appendix A - Required Inform CAD DOLT Code File build. The responsibility for building and maintenance of the System Code Files will transfer to the Client after DOLF with assistance from TriTech's Business Analyst. 7.12.1 TriTech Responsibilities a) Monitor and evaluate Code File submitted by the Client and provide guidance as needed. b) Conduct one or more web meetings to validate the completeness of Client submitted Code File information, prior to initiating the Code file entry. e) Perform a preliminary Code File build of the Client's Inform CAD System at TriTech. This Code File build will be completed based. upon the applicable requirements described in Appendix A - Required Inform CAD DOLF Code File build. d) Facilitate updates to the System Module Setup (SMS) building sheet. 26 25B -72 Project Execution e) Prepare and submit a TCR. 7.3.2.2 Client Responsibilities a) Provide input and updates to the SMS sheet to support the Code File building as required in the Final Project Schedule. b) Participate in Code File validation conference calls. e) Continue building the System Code Files (those not built by TriTech) after DOLF (refer to Appendix A - Required Inform CAD DOLF Code File build). d) Review and approve applicable TCRs. Completion Criteria This task is considered complete when: (i) the system has been installed at the client site, and (ii) the "Pre - DOLF" code files are entered into the CAD Subsystem by TriTech. 7.3.3 Geographical Information Services 7.3.3.1 GIS Source Data Evaluation The TriTech GIS Analyst will work with the Client to perform a one -time evaluation and initial conversion of the Client provided street center -line GIS data. Client supplied GIS data must be from a single integrated source when delivered to TriTech for conversion. This analysis will include the following: a) Routing and Navigability - The data will be analyzed to -ensure that there are no breaks in the road network and that an acceptable percentage of addresses' within the service area are routable with impedances or speed limits, applicable turn restrictions (one way data), elevations for overpasses and street types. b) Addressing — Evaluate data for the presence of block ranges, street types, and city designators. c) Supplemental Coverage - An evaluation of GIS data that may be available for response areas, ESRI compatible overlays including satellite image, and applicable point data to ensure compatibility. A report will be presented to the Client upon completion of the GIS source data analysis prior to the import of GIS data into one or more Systems or Subsystems. If there are significant problems with the data, additional GIS work and analysis may be required. 7.3.3.2 TriTech Responsibilities a) Evaluate Client - supplied GIS data to ensure it is formatted correctly for street - centerline display, address point usage and address functions. A report will be generated based on this analysis. b) Evaluate Client - supplied GIS data to ensure it is formatted correctly for routable functions. A report will be generated based on this analysis. c) Evaluate Client - supplied GIS data to ensure it is formatted correctly for Inform CAD Quickest Path Unit Recommendations functionality. d) Review the Client - supplied GIS layers for Inform CAD and Inform Mobile. a The phrase "acceptable percentage" refers to a decision that the Client mast make regarding the acceptable level of navigability needed within the street oentorline network, Since editing and maintaining the street data is a Client responsibility, the Client will have to evatnate and make a judgment regarding the impact of the level of accaracy and the cost assooiatcd with inoraasing the navigability of the data.. 27 25B -73 e) Provide a CIS Data Analysis Report which details TriTcch's findings, and provides specific actions that are required to overcome /correct any issues which are preventing the map data from being successfully loaded. 1) Prepare and submit a TCR. 7.3.3.3 Client Responsibilities a) Provide data in the required format, per the Final Project Schedule. b) Provide data to include 1) Centerline data; 2) response areas; 3) viewable /cosnnctie layers. c) Review TriTcch's CIS Data Analysis Report. d) Based on TriTech's CIS Data Analysis Report, make needed changes to mapping data to allow the resulting GIS data to meet TriTech's mapping data requirements. e) Review and approve the appropriate TCR. Completion Criteria This task is considered complete when (i) TriTech and the Client mutually review the content of the TriTecGIS Data Analysis Report, 7.113.1 Mapping Data Conversion and Import TriTech will perform a Mapping Data Import that provides maps for the Inform CAD system. This process does not include making any corrections to the Client GIS data. If the GIS data consists of data from more than one source, TriTech will not be responsible for joining these areas, or "stitching" the areas to create a uniform geographic area, 7.3.3.3.2 Configuration of Mapping Layers A TriTech GIS Analyst will configure up to 7 standard CIS layers each for viewing on Inform CAD and Inform Mobile, Such conversion activities will be part of the training process to allow the Client to add their own layers to the map displays in Inform CAD and Inform Mobile. The standard layers are limited to the following: 1- Water line features (rivers, streams, creeks) 2- Water polygon features (ocean, lakes, ponds) 3- Schools 4- Railroads 5- Parks 6- City Boundaries 7- Deployment Boundaries 7.3.4 Inform Mobile Map data Import The process of Inform Mobile Map Data Map Import converts the Inform CAD streets data into a format that can be used by Inform Mobile. This process also includes adding necessary map layers for the Client. 7.3.A.i TriTech Responsibilities a) Provide the initial configuration services to enable use of Inform CAD Quickest Path Unit Recommendations functionality. 28 25B -74 f�ra�ect Execution g) Convert up to five (5) GIS layers for Inform CAD and Inform Mobile. Such conversion activities will be part of the training process to allow the Client to add their own layers to the map displays in both systems. b) Continue to support the Client's ongoing GIS data error correction and refinement efforts through implementation (beyond task completion), c) Import the Response Areas into Inform CAD. d) Prepare and submit a TCR. 7.3.4.2 Client Responsibilities a) After initial GIS conversion and delivery of GISLink training, assume responsibility for updating the data using TriTech provided GIS tools to ensure that data is up to date for Go Live. b) Review and approve the applicable TCR. Completion Criteria This task is considered complete when (1) the Client's map has been installed and configured on TriTech Inform CAD and Mobile, and; (ii) TriTech demonstrates that the Inform CAD base map will launch, containing the data and layers that have been supplied to TriTech for import, conversion, and configuration; and; (iii) TriTech has provided the Client with GIS loading and maintenance documentation. Note; The inability of TriTech's application to successfully load the Client's properly formatted, GIS data will prevent task completion. 7.3.5 Inform Code Demonstration of Licensed Functionality (DOLF) Once the initial Code File and configuration phase is complete, the CAD is installed at the Client site, and the initial GIS map conversion is complete a Demonstration of Licensed Functionality (DOLF) is conducted. This working meeting includes a review of the DOLF- required Code Files (see Appendix A) and configuration, a review of imported GIS data, and hands -on training on software utilities for completing the Code File build and on -going Code File management, The DOLF for Inform CAD will be 3 -5 days and will be held st the Client's facilities, and on the Client's system hardware, after it has been configured by TriTech. Client will be responsible for supplying the requested SMS Worksheet data to TriTech four (4) weeks prior to DOLF to allow sufficient configuration time. The data will be requested as a follow up to the System Orientation for the Inform CAD. It is also required that the Client's centerline conversion be completed at no later than four (4) weeks prior to DOLF. In order to meet this deadline, all GIS data must be delivered to TriTech in required format per the agreed upon schedule. Any delays will result in a cascading effect on the project timelines. Participants include Ivey members of TriTech's implementation team and should not generally exceed ten (10) core members ofthe Client's implementation teatn. The Client's team should include representatives of dispatch, field operations, GIS, IT, and administration (reporting). At the conclusion of the session, a DOLF report is produced which documents the core software configuration, Code Files, and activities to be completed by the Client. Any issues that require follow -up action, including any outstanding Go Live issues will be documented in the applicable Project journal, In preparation for the execu'tio'n of 11re DOLT, the Client system must be built to a level that will allow for the demonstration of modules and features that the Client has licensed, The Code Files completed pre - DOLF are defined in Appendix A - Required Inform CAD DOLF Code File build. Based upon this level of Code File build, system functionality and workflow will be examined during the DOLF. 23 25B -75 Additional Code Files (as specified in Appendix A - Required Inform CAD DOLF Code File build) will be configured during the DOLF. Following the DOLF process, ownership of Code Files transfers to the Client. Post DOLF, the Client will enter the balance of the Code Files (not built by TriTech). These arc typically goo- centric items that require local knowledge of the community. The Client also becomes responsible for maintaining Code Files (personnel, unit, and the like) that must be continuously updated to keep the Code Files in GO -Live ready status. During this phase, the assigned TriTech Business Analyst will provide consultation services. Note: Inform CAD DOLF is an event applicable to Inform CAD only. No other Systems or Subsystems will be demonstrated during this session. „ 73.5.1 TriTech Responsibilities a) Schedule the onsite DOLF meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas to all required attendees a week prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Provide initial hands on training on the applicable system and introduction to different modules and their configurations. Note: This training is not meant to be comprehensive for end user understanding of the Subsystem. The purpose is to give the participant an understanding of basic features, call flow and how the configuration files influence them. e) Review the maps for Inform CAD. f) Introduce the Client to and begin documentation within the Inform CAD Subsystem Journal. g) Document and assign owners and due dates for any action items and track all action items to closure in the Inform CAD Subsystem Journal. h) Develop and deliver the "DOLF Report" which serves as an "as built" document describing the build of the system following the DOLE i) Handoff the management the Code Files to the Client. j) Provide the Client team with a copy of the Inform CAD User and Application Administration Guides. k) Prepare and submit a TCR. 7.342 Client Responsibilities a) Provide adequate facilities to hold the DOGE to include an overhead projector. Two projectors are preferred. DOLF also requires workstations for each participant. b) Provide subject matter experts that can examine the hierarchy build as articulated to the Business Analyst in terms of the agency structure. c) Provide subject matter experts that can examine the proposed call flow. These persons should have the ability to make decisions regarding any changes in call flow that may arise through the use of the new Subsystem. d) Provide participants that are versed with the ability to continue the configurations, or Code File build once ownership transfers. e) Provide participants that will be able to verify the agency's geopolitical /operational boundaries. f) Provide participants that were responsible. for translating the geopolitical /operational boundaries into data (BSRI shape Files) suitable for use within the Subsystem, and are able to validate those boundaries. 30 25B -76 I�ro ect Execution g*) Provide participants that will be responsible for the maintenance of the agency's street centerline data. la) Assume ownership for the continued build and maintenance of the system under the guidance of the TriTech project team. 1) Ensure participation of key atakoholders and decision-makers in the DOLF process. j) Observe the change control process for any requested software changes. k) Review and approve the content of the Inform CAD DOLF Report. I) Review and approve the DOLF- related Inform CAD Subsystem Journal entries. [n) Review and approve the applicable TCRs. Completion Criteria This task is considered complete when: (i) the Inform CAD DOLF has been completed; (ii) the DOLF report has been approved by the Client; (iii) the DOLF- related content of the Inform CAD Subsystem Journal has been reviewed and approved by the Client; (iv) the Client has received the Inform CAD User and Application Administration Guides; (v) Client has confirmed that code files designated as pre -DOLF and during -DOLF have been successfully installed into the Inform CAD, 7.3.6 Inform CAD Functional Acceptance Testing (FAT) TriTech and the Client will execute the Functional Acceptance Testing (FAT) of the Inform CAD, after DOLF and prior to User Training. This process is completed prior to Final Acceptance of the System. The purpose of the FAT is to test specific 'Rtnctionality of the CAD System and to formally document that the Inform CAD meets the required functionality according to the Purchase Agreement between the Client and TriTech. Since the focus of the Functional Acceptance Testing is the functionality of the System and not a validation of the Code Files, it is not necessary that all Code Files are built prior to conducting this test process. This Functional Test process consists of running a number of tests designed to verify the functionality of the Inform CAD, The Functional Acceptance Tests are performed based upon standard TriTech FAT documents that have a standard content and format. The standard TriTech FAT documents will be submitted to the Client for review and approval prior to testing. Additional test cases will be created by Client and provided to TriTech for review and inclusion in the testing. Before the FAT is administered, the Client and TriTech must sign -off on the receipt of the final FAT documents and verify that these tests will be used of validation of the System functionality for Pre - Production FAT and as a component of Software Acceptance. After delivery of the Inform CAD system to the Client's site and completion of DOLF, a TriTech Business Analyst and the Client will conduct the FAT on the Client's Inform CAD system, at the Client site and on the Client System hardware. The purpose of this process is to validate that Inform CAD features are working correctly per Standard System functionality as described in the FAT documents. The testing will be fully completed and problems with individual tests will be documented, if applicable. This process tests Inform CAD 'features as installed and configured at the Client site, therefore it is important that this process is executed early within the implementation cycle so that any issues discovered may be resolved. TriTech will not train the Client's end users until the Inform CAD has passed the FAT. Once the FAT has been successfully completed the Client's Inform CAD system will have been considered to have completed Pre- Produotiom FAT (see note below). A TCR will be submitted that affirms that the Inform CAD has passed this test. Upon completion of FAT, the Client and TriTech will review the list of 31 25B -77 FAT failures (if any), perform an assessment of the errors, and determine the timeline for remedying the issues (pre versus post Go Live). TriTech will repeat any failed FAT test following the correction of any issues which has caused the test to fail. A Rill retest of the System may not be conducted to verify the FAT exceptions. Although a full retest of the system may not be required to verify the FAT exceptions, related functionality may be tested to verify that the system, as a whole, has not been negatively affected by the correction(s). Note: Successful completion of the Inform CAD FAT as part of the Pre -Go Live testing process does not constitute Final System Acceptance. 7.3.6.1 TriTech Responsibilities a) Deliver TATech's standard FAT documents to Client for review no later than four weeks prior to conducting the FAT. b) Provide a TCR to the Client documenting the delivery of the FAT documents. e) Assist the Client in conducting FAT based upon the FAT documents. d) Identify and document any issues and exceptions discovered during the testing. e) Upon successful completion of the FAT, provide a TCR to the Client, to be reviewed and if approved; signed and returned to TriTech. All FAT exceptions will be noted in the TCR. f) Schedule follow up testing for validation of any failures and exemptions to the FAT after such failures and exemptions have been resolved, and document the results. 7.3.6.2 Client Responsibillties a) Provide adequate facilities to execute the BAT. b) Provide supplemental tests to TriTech for review within 3 weeks of receiving the standard FAT documents. c) Review and approve the final FAT documents that have been delivered by TriTech in accordance with the Final Project Schedule. d) Participate in the FAT by providing operational subj ect matter experts that can perform the validation tests as well as individuals that can approve that the tests have passed. e) Assist TriTech in documenting FAT findings and results. f) Review and approve the applicable TCR Note: Inform CAD User Training may only be conducted after successful completion of the FAT, and if the identified exceptions have been resolved or the Client determines that they do not present a barrier to conducting user training. The details of Inform CAD related training is included in later sections of this SOW. Note: FAT testing to begin no sooner than 7 days after the Client submits the final FAT document. Completion Criteria This task is considered complete when, (i) the Inform CAD FAT is complete; (ii) Any test failures have been documented; (iii) TriTech has corrected test failures, or TriTech and the Client have reached a mutually - agreeable approach to resolving and correcting each failure, 32 25B -78 Project Execration 7.3.7 Inform GAD Legacy Data Conversion TriTech will implement a structured methodology for Inform CAD data conversion. The Client is responsible for providing TriTech with extracted data in a format that can be used by TriTech for import, Formats suitable for import into can include Excel, MDB, CSV, and ODBC access from MS SQL, This Project provides the following Legacy data conversion services for Inform CAD: 1) CAD Premise Conversion 2) CAD Caution Notes Conversion The conversion of prior CAD data is a process that involves several steps. TriTech develops a data conversion plan to the Client detailing the data mapping between the legacy System and TriTech Inform CAD. During this phase of work, TriTech will work closely with the appropriate individuals from the Client to map each data element in each legacy application to the appropriate target data element in the Inform CAD databases and reflect this information in the data conversion plan. The scope of data conversion is limited to converting the CAD Premises and Caution notes. As long as the legacy data elements have a relevant counterpart in the target Inform CAD databases, TriTech can map the data and import it into the Inform CAD database structure. A small sub -set of the data will be initially converted and loaded to validate the process. Upon successful completion of this test, the Premise and Caution notes data will be converted and imported to the system. Final conversion will occur within 72 hours of Go Live. Additions to Promises and Caution notes in the old system, between the time of data conversion and Go Live will need to be manually entered to the new system. It is 'imperative that a member of the Client's staff be available to support the data conversion effort. Many operational questions will arise that depend on the data and operational expertise of the Client's staff. Nate: Legacy data conversion will not include conversion of attachments to Premises or Historical Incidents into TdI'ech databases. 7.3.7,1 TriTech Responsibilities a) With assistance from the Client, define a data mapping approach for the legacy application, b) Work with the Client to plan the data migration and develop a data conversion plan, c) Complete the data conversion for Premises and CAD Caution Notes, d) Prepare and submit a TCR upon completion of the initial data conversion (Pre -Go Live), e) Prepare and submit a TCR upon completion of the final data conversion (Post -Go Live). Note: TriToch does not perform data scrubbing or cleaning on the Client's legacy data. 7.3.7,E Client Responsibilities a) Identify all legacy applications containing data that must be migrated to the new System. b) Extract the entire data and provide it to TriTech based on the requirements defined in the task description. 33 25B -79 e) Perform any data cleaning and modification activities that maybe necessary prior to conversion of the legacy data into Inform CAD. c1) Assist TriTech in defining a data mapping for each legacy application by providing the following; o Legacy application software architecture (operating system; application software; database management system). • Database schema (if data resides in a DBMS) or file layouts (if data resides in flat file formats). • Data definition for each data element (data format, description of data field use, etc,). o Data relationships between data files and data elements. e) Obtain cooperation from any third party vendors for the legacy application that may have an impact on the data conversion process. f) Perform validation for the data conversion. g) Review and approve the applicable TCRs. Note: Due to the need for specific knowledge of the Client's area, the geo validation process for the converted data is the responsibility of the Client. Completion Criteria This task is complete when the Premises and CAD Caution Notes data has been converted and Client has validated the conversion. 7.3.8 Inform GAD TraWng Note; Training classes are conducted based on the quantities that are specified in the Purchase Agreement.. The appearance of a course description in this Statement of Work does not mean a. course will be conducted - if must be listed in the Purchase Agreement. Inform CAD Training classes are conducted based on the quantities specified in the Purchase Agreement. These classes are conducted on consecutive days and weekdays during variable hours (Tuesday - Friday). TriTech and the Client will work together to accommodate occasional Monday classes, The training classes related to Inform CAD and its subsystems are classified into three groups: a) Classes that are dependent upon specific Client configurations and requirements; therefore they are only conducted on the Client System after completion of the Functional Acceptance Test (FAT) and in preparation of Go Live. Inforin CAD Call Taker /Dispatcher User Training Course is an example of these classes. b) Classes such as GISLink thatare delivered to a specialized group within the Client's team during the course of the Project to assist them with implementation and maintenance of the System on a routine basis. c) Classes such as System Administration Training and CAD API Training that are not dependent upon individual Client configurations and are generic in nature. These classes are held at TriTech facilities based on a regular schedule, and are offered to attendees from different agencies. A detailed description of these classes is provided below. 34 r _ .I Project Execution 7.18.9 TriTech Responsibilities (for all Inform CAD training activities) ta) Conduct a training orientation between the assigned TriTech Training personnel and the designated Client representative. The objective of this session is to define the curriculum for the Training, based on the cenfignrations of the Subsystem. b) Conduct the training in increments of one (1), eight (8) hour days. c) Provide feedback to Client Supervision as to the progress of the students. d) For the Training classes that are held at TriTech, provide adequate training facilities and equipment. e) Prepare and submit a TCR upon completion of each class or group of consecutive classes. 7.3.8,2 Client Responsibilities (for all Inform CAD training activities) a) Participate with the training orientation by providing a decision maker that can articulate the specific business practices that have been used in guiding the build of the Client's System. b) Provide facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. c) Provide a supervisor for each class that can answer agency specific questions as related to the build of the Client's system. d) Review and approve the applicable TCRs. 7.3.8.3 Inform CAD Call Taker /Dispatcher User Training Course (Client site) The Inform CAD User Training course is a four (4) day class, and training days are a maximum of eight (8) hours in length. Prior to training, TriTech will hold a training orientation to develop an Inform CAD training plan for the Client. This plan will take into consideration the setup of the System, The training orientation should be held between TriTech Training personnel and designated Client personnel, Client personnel should include person(s) who can articulate the specific Client business processes related to configuration of the Client's System, TriTech Training personnel will tailor the training curriculum to include those business practices where applicable. Given that questions may arise for specific agency procedures during the course of the training, TriTech recommends that the Client have a supervisor present at each training class. Ideally, this supervisor would have participated in the implementation process, Training otasses will ideally start on a Tuesday, and end on Friday. The number of students attending the User Training course will be limited to ten ('10) students per class. This class will be held at the Client's site. 7.3.8.4 Inform CAD Dispatch Supervisor Training (Client site) The Inform CAD Dispatch Supervisor Training class has been designed as a five (5) day class that includes a four (4) day Inform CAD Call Taker/Dispatcher User Training followed by a one (1) day Inform CAD Supervisor training. This class is designed for the Dispatch Supervisors with the goal of preparing them to support the users after Go Live by answering their questions and addressing post -Go Live common problems. This class will include topics such as Power.Line configuration, Premise building and maintenance, Personnel maintenance, Vehicle Manager, and other areas that may require assistance from the supervisors. This class is reco rimended only for the supervisors. Ideally, this class will start on a. Monday, and end on a Friday, and the class size will be limited to tea (10) students. 73.8,5 Inform CAD Train -tho- Trainer (Client site) The focus of this three (3) day course is to prepare selected Client personnel to train new dispatch and administrative personnel in the use of Inform CAD. Attendees will learn to apply principles of adult learning 35 25B -81 such as non- verbal communication skills, presentation skills, methods of delivery and objective writing skills. The goal is to prepare these personnel to apply TriTech's concepts of training. The course does not include Inform CAD user training for the participants. Prior to attending this class the participants must attend an Inform CAD Call Taker/Dispatcher User Training Course. Training classes will start on a Tuesday, and end on Thursday. The number of students attending the User Training course will be limited to five (5) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating /conference table space, white board, and computer projector (capable of 1024x768 resolution). Prerequisites; Completion of the Inform CAD Call Taker /Dispatcher User Training Course 7.3.8.6 Inform CAD End user Follow Up Training (Client ,Ito) The purpose of this three (3) day follow -up training is to refresh the Client's skill level with the operation of Inform CAD. This is typically conducted port Go -Live. Prior to the course, TriTech Training personnel will consult with the Client as to the specific areas of the Inform CAD for which the Client requires enhanced and /or revisited training, Training classes will start on a Tuesday, and end on Thursday. The number of students attending the User Training course will be limited to ten (10) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training Facilities, including a conference room with adequate space and seating/conference table space, white board, projector, and computer projector (capable of 1024068 resolution), Prerequisites: Completion of Inform CAD Dispatcher /Call Taker User Training, 7.3.8.7 Inform CAD Code File Management Training (Client Site) The focus of this three (3) day course is to prepare selected Client personnel to manage Inform CAD Code Files using Inform CAD utilities. Note: The Inform. CAD Demonstration of Licensed Functionality (DOLF) sessions includes training j on the, same utilities as the Code File Ivlanaeement course. Students will learn how tare Code Files interact within the System and how to make necessary changes. This includes evaluating their current set up and options to optimize their System. TriTech strongly recommends that a test or training system be used for this course. Training classes will start on a Tuesday, and end on Thursday, The number of students attending the User Training course will be limited to ten (10) students per class, This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating /conference table space, white board, projector, and computer projector (capable of 1024068 resolution). 7.3.&0 Inform CAD System Administration Training ( TriTech Site) The System Administration Training course provides an overall administrative perspective of the system including operating system and database management software and equipment components. This comprehensive 4 -5 day course is held at TriTech headquarters, and trains System Administrators and staff members on how to set up and administer infrastructure configurations for the Client- configured Inform CAD System, The class will also provide attendees with sufficient skills to perform system maintenance manage and monitor interfaces, manage system operation and database settings for application support, maintenance and backup, and general troubleshooting skills. 36 25B -82 Project Execution Attendance of the Client- designated individuals should be coordinates[ and scheduled through TrUech's Project Manager and should be coordinated in such a way that does not interfere with progress of the Project. System Administration classes are held regularly in TriTech's training facility in San Diego and may have attendees registered from agencies other than the Client. Training classes start on a Monday and end on Friday. The number of attendees will be based ou the number of seats that have been purchased by the Client. If more than one seat is purchased by the Client, the Client has the option to send their attendees to one class or different classes. Prerequisites; Basic Windows and SQL Server knowledge No other deliverables or follow up activities, including creating special material or applications for the Client, are included within the scope of this class. 7A.1 Inform Mobile System Orientation The Inform Mobile Inform Mobile System Orientation is conducted by a TriTech Inform Mobile Business Analyst. Inform Mobile is an Inform CAD - Integrated System, meaning that a significant amount of mobile functionality is dependent upon CAD functions as well as the configuration of the Client's Inform CAD system. Given this interdependency, the Inform Mobile Inform Mobile System Orientation generally will follow Inform CAD Inform Mobile System Orientation. During the Inform Mobile Inform Mobile System Orientation, the Business Analyst will give a demonstration of the Mobile product. It is suggested that Client personnel who will be responsible for facilitating Mobile end user training should also take part in the configuration of Mobile. The TriTech Business Analyst will document the Client's configuration options in a Configuration worksheet which will be presented to the Client team for review and approval prior at least two weeks prior to configuring the application. 7.4.1,1 TriTech Responsibilities a) Schedule the Inform Mobile Inform Mobile System Orientation meeting in accordance with the Client's availability and the Project Schedule, b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting, c) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration speoificatiors resulting from the Inforni Mobile System Orientation within the configuration document. e) Document and assign owners and due dates to any action items and track all action items to closure. f) Complete the configuration worksheets and deliver to the Client for review and approval. g) Produce an Inform Mobile System Orientation Report with the key decisions and configuration points as a result of the System Orientation. Review the draft report with the Client and incorporate modifications. 7.4,1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the Inform Mobile System Orientation to include a computer projector, whiteboards, and adequate seating. Two projectors are preferred. b) Provide communications center and field representatives authorized to make decisions with regard to the interrelationship between Mobile use and dispatcher control functions such as status updates; traffic stops and the like, 37 25B -83 e) Provide subject matter experts that can describe operational requirements of field users. d) Provide a subject matter expert for Mobile WAN connectivity, ftewall and network configuration and in- vehicle computer hardware. C) Ensure that requested information such as data elements necessary to begin the Subsystem build are provided in accordance with the Project Schedule. f) Upon receiving the Mobile configuration worksheet, review and provide approval, or any necessary changes. g) Review TriPech's Inform Mobile System Orientation Report and provide edits as appropriate. h) Review and approve the applicable TCRs. Completion Criteria This task is considered complete when (i) the Inform Mobile System Orientation has been completed; (ii) TriTcch and Client mutually agree to the content of the ,Inform CAD System Orientation Report; (iii) Client has reviewed and approved TriTech's Inform Mobile System configuration document. 7.4.2 Inform Mobile Configuration TriTech Mobile Business Analyst udll configure the Mobile based upon the options that have been documented in the Mobile configuration worksheet, once the servers have been installed at the Client site. The Business Analyst will also use these configurations for preparing the FAT document. These activities will be performed remotely. 7.4.3 Inform Mobile Functional Acceptance Testing (FAT) Inform Mobile Functional Acceptance Testing (FAT) follows a similar approach as described under Inform CAD, A Mobile Business Analyst performs the FAT with the Client, prior to Train- the - Trainer. This process will be based on the standard TriTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT docmnents will be sent to the Client for review prior to conducting the tests. The FAT results are documented in a TCR for verification and approval by the Client. TriTech will repeat any failed FAT tests following the correction of any issues which has caused the test to fail. 7.4.11 TriTech Responsibilities ta) Deliver TriTeeh's standard EAT documents to the Client no later than two weeks prior to conducting the FAT. b) Provide a TCR to the. Client to approve the receipt of the FAT documents. C) Install at least one Mobile client (device) to conduct the FAT. (I) Assist the Client in conducting the FAT in accordance with the FAT documents. e) Identify and document any issues discovered during the .FAT. t) Prepare and submit a TCR upon completion of FAT, documenting any exceptions to the FAT. 7.4.12 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base system installation. b) Provide adequate facilities to execute the FAT. c) Participate in the FAT by providing operational subject matter experts. d) Assist TriTech in documenting FAT findings and results, e) Review and approve the applicable TCRs. 38 r - •- Project Execution 7.4.4 Inform Mobile Training Inform Mobile Training classes are conducted based on the quantities that are specified in the Purchase Agreement. These classes are conducted on consecutive days, on the weekdays during business hours (Tuesday - Friday, during business hours), Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FAT have been completed and the results are documented in a TCR. Typically TriTech trains a small group of the trainers from the Client field users, and that group completes training the balance of the field users. A detailed description of these classes is provided below. 7.4.41 TrlTech Responsibilities a) Schedule an Integration Testing with the Client. b) Assist the Client in preparing test scenarios that can be used during this test and closely simulates the normal Client's call flow, e) Prepare and submit a TCR to the Client documenting the tests that will be, used for Integration Testing. d) Participate in the Integration Testing with the Client. e) Prepare and submit TCRs upon successful completion of the Integration Testing. 7.4.4.2 Client Responsibilities a) Provide test scenarios that closely simulate the Client's normal call flaw. b) Participate in conducting the Integration Testing. C) Review and approve the applicable TCRs. 7.4,4.3 inform Mobile Administration Course Mobile Administration training is a hands -on course provided by experienced trainers who have both training and public safety experience. This half ( %2) day course prepares the Mobile Administrator to configure and maintain the Mobile Server and Mobile Interface(s). The course is set for one (1) or two (2) students. Access to the Mobile Server and Interface(s) is required. During this process TriTech Business Analyst /System Engineer will instruct the client on installation o£.Mobile Clients and provides assistance for installation of up to five (5) Mobile devices. The Client will be responsible for installation of the balance of Mobile devices. The course includes the operation of the Mobile system including customization of specific screen layouts, Active & Waiting Incident Queue, Unit Queue, and agency - specific screens. Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to two (2) students per class. Prerequisites, I{nowledge of 1) HTML/XML, CSS, and JavaScript 2) SQL, especially views, stored procedures, and database schema; and 3) Standard GPS protocol (TAIP and NMEA) 7.4.4,4 Inform Mobile Train- the - Trainer Course Mobile Train- the - Trainer training is a hands -on course provided by experienced trainers who have both training and public safety experience. The course prepares personnel to use Inform Mobile and teach others how to use Inform Mobile. The course can accommodate tip to eight (8) students with working and configured Mobile devices. It is desirable that each participant have their own configured Mobile device. The course includes user operation including starting and stopping the application, updates, screen layouts, messaging, status changes, mobile maps, incident assignments and incident updates. Hands -on training and 39 25B -85 agency scenarios may vary by Agency, The duration of this class may be between four and six (4 -6) hours, Training classes will be held between Tuesday, and Friday. The number of students attending the User Training course will be limited to eight (8) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating/conforence table space, white board, projector, and computer projector (capable of 1024x76$ resolution). Prerequisites: Completion of a Microsoft Windows Tutorial (this may be waived upon demonstrated ability to work with Windows), typing skills of a minimum of 25 words /minute and Mobile field user experience. Once the FAT is concluded for all Subsystems (Inform CAD, Mobile and each of the CAD interfaces) and in preparation for Go Live, TriTech and the Client will conduct a one day Integration Testing. The Integration testing will be conducted based on scenarios, jointly developed and agreed upon by the Client and TriTech that test the call flow from the call creation to disposition in CAD. These scenarios include the Inform CAD and Interfaces that can be tested in the pre - production environment and are scheduled to Go Live at the same time. A small group of the Client staff (1 -2 dispatchers and 1 -2 Mobile field users) should participate in this test with TriTech, TriTech will work with the Client on defining a set of test scenarios that test the system based on the Client's practices. It is recommended that the Client utilize sample calls from their legacy System. These scenarios must be signed off prior to commencement of the integration testing. Inform RMS is implemented through a series of standard steps and process gates, These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Inform RMS. Certain steps in the implementation of the Inform RMS and FBR may need to be sequenced differently, be performed in phases, or be repeated to accommodate the evolution of the Web product. The Parties will review and discuss these steps jointly and incorporate them into the Project Schedule. 7.6.9 Inform RMS System Orientation The Inform RMS System Orientation is conducted at the Client's site and led by a TriTech Business Analyst. The duration of the Inform RMS System Orientation is generally between 3 to 4 days and includes a Business Process Review of the Client's operations. Inform RMS System Orientation Some key discovery points for the Inform RMS System Orientation are as follows: a) Work Flow — Understanding the setup for work flow processes from the field report to the State Submission. This may include time observing Departmental Divisions (such as Records Staff, Investigation, Property and Evidence, and the like) acrd Ride- Alongs with field units. b) Review reporting requirements (reporting segmentation and the like). c) Event numbering (Incidents) including master incident numbers and case numbers. It is recommended that the number of attendees in the Inform RMS System Orientation is limited to 15 to allow for more effective communication during the session. Based on the key discovery points during this 40 r Project Execution session, it is necessary that the attendees include individuals who can properly address drese key points and make configuration decisions. During the Inform RMS System Orientation session the Business Analyst will facilitate an operational review of Inform RMS by demonstrating functionality and start gathering the configuration information. At least two weeks in advance of the orientation, TriTech will provide a System Module Setup worksheet (SMS) and other reference material will be provided to the Client to assist in gathering the required Code Files. Information that cannot be produced during the meeting must be sent to TriTech as specified by the mutually agreed upon schedule. Note: The Client's provision of Code File information is an early Project checkpoint. Remote Web sessions will be scheduled as a follow up to Inform RMS System Orientation to guide the Client through the Code File data collection process, 7.6.1.1 TriTech Responsibilkies a) Schedule the Inform RMS System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration specifications resulting from the Inform RMS System Orientation within the system module setup. e) Send the System Module Setup workshect (SMS) and other reference material to the Client at least two weeks prior to the scheduled orientation. f) Document and assign owners and due dates to any action items and track all action items to closure, g) Schedule Remote Web sessions as a follow up to Inform RMS System Orientation to guide the Client through the Code File data collection process. h) Produce an hiform RMS Inform RMS System Orientation Report with the key decisions and configuration points as a result of the Inform RMS System Orientation. Review the draft report with the Client and incorporate modifications. i) Prepare and submit a TCR upon completion of relevant activities. 1.431.2 Client Responsibilit1w a) Provide adequate facilities to comfortably hold the Inform RMS Inform RMS System Orientation to include a computer projector, whiteboards, and adequate seating, Two projectors are preferred. h) Ensure participation of key stakeholders and decision - makers in the Inform RMS System Orientation . process. e) Provide subject matter experts that can explain the agency's current work flow and application processes. These persons should have the ability to malce decisions regarding any changes in work flow that may arise through the use of the new Inform RMS System. d) Provide subject matter experts with the ability to gather and provide the data elements used to build Code Files to TriTech, 41 25B -87 e) Provide subject matter experts that will be the RMS super users, as well as a person or persons that will be responsible for the ongoing maintenance of the RMS Code Files and configuration (RMS Administrator). 1) Provide subject matter experts that will be responsible for translating the geopolitical /operational boundaries into data (BSRI shape files) suitable for use within the RMS. g) Provide subject matter experts that will be responsible for the maintenance of the agency's street centerline data. h) Provide subject matter experts that can provide information on technical Systems (Interfaces and IIardware/Network /Applicati oas). i) Review TriTech's Inform RMS System Orientation Report and provide edits as appropriate. j) Review and approve applicable TCRs. Completion Criteria This task is considered complete when (i) the Inform RMS System Orientation has been completed; (ii) TriTech has provided the Client with the initial System Module Setup (SMS), including identified follow up assignments; and (iii) TriTech and Client mutually agree to the content of the Inform RMS System Orientation Report, 7A2 Inform RMS Base System Code File Entry After completion of the Inform RMS System Orientation and receiving requested pre -DOLF data from the Client, the assigned TriTech Business Analyst will start and supervise the initial Code File building process. The Business Analyst also configures Inform RMS Central Configuration as defined in the System Orientation. The Client will be actively involved in the Code File configuration process through conference calls and remote web sessions. TriTech will deliver the Inform RMS System with UCR Codes. The Code file build will include RMS User Personnel, Property Locations, and Violation Codes. oteai It is the' responsibility of the client to complete the UCR mapping to the violation codes. ` Validation through the DOLF process allows for the initial Code File setup while limiting the risk of rework, This task is considered to have been completed when the Business Analyst has demonstrated the setup of RMS User Personnel, Property Locations, and Violation Codes, 7.6.2.1 TriTech Responsibilities a) Monitor and evaluate Code File submitted by the Client and provide guidance as needed. b) Conduct one or more web meetings to validate the completeness and applicability of Client submitted Code File information, prior to initiating the Code file entry. c) Facilitate updates to the System Module Setup (SMS) building sheet. (l) Prepare and submit a TCR to confirm the delivery of the SMS worksheet by the Client. 7.6.2.2 Client Responsibilities a) Provide timely input and updates to the SMS sheet to support the Code File building timelines. b) Participate in the Code File validation conference call. V) Continue building the System Code Files (those not built by TriTech) after DOLF. 42 r - •• Project Execution d) Review and approve applicable TCRs. 7.6.3 Inform RMS Demonstration of Licensed Functionality (DOLF) Once the initial Code File and configuration phase is complete and RMS is installed at the Client site, a Demonstration of Licensed Functionality (DOLF) is conducted. This working meeting includes a review of the preliminary Code Files and configuration and hands -on training on software utilities for completing the Code File build and on -going Code File management. The DOLF for Inform RMS will be 3 days and will be held at the Client's facilities, and on the Client's system hardware, after it has been configured by TriTech. Client will be responsible for supplying the requested data to TriTech no later than four (4) weeks prior to DOLF to allow sufficient configuration time. The data will be requested as a follow up to the System Orientation for Inform RMS. Participants include key members of TriTech's implementation team and should not generally exceed ten (10) core members of the Client's implementation team. The Client's team should include RMS Central and Local Administrators. At the conclusion of the session, a DOLF report is produced which documents the core software configuration, Code Files, and activities to be completed by the Client. Any issues that require follow -up action, including any outstanding Go Live issues will be documented in the applicable Project journal. Any issues that require follow-tip action, including any outstanding Go Live issues will be documented in the applicable Project journal, Guidance on configuring additional Code Files will be provided during the DOLF. Following the DOLF process, ownership of Code Files transfers to the Client. Post DOLF, the Client will enter the balance of the Code Files (not built by TriTech). The Client also becomes responsible for maintaining Code Files (personnel, Violation Codes, Property Locations, and the like) that must be continuously updated to keep the Code Files in GO -Live ready status. During this phase, the assigned TriTech Business Analyst will provide consultation services. Dote; Inform RMS DOLF.is anevem applicable to Inform RMS oily. No other Systems or Subsystems will be demonstrated during this session. 7,6.3.1 TriTech Rosponsibilities ta) Schedule the ousite DOLF meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas to all required attendees a week prior to each meeting, c) Conduct the meetings based on the distributed agenda. d) Provide initial hands on training on the applicable system and introduction to different modules and their configurations. Note: This training is not meant to be comprehensive for end user understanding of the Subsystem. The purpose is to give the participant an understanding of the configuration and administration of Inform RMS. e) Introduce the Client to, and begin documentation within the Subsystem Journal. 1) Document and assign owners and due dates for any action items and track all action items to closure. g) Develop and deliver the "DOLF Report'' which serves as an "as built" document describing the build of the system following the DOLF. it) FIandoff the management of mutually- agreed upon select Code Files to the Client. i) Provide the Client team with a copy of the Inform RMS User and Administration Guidcs. 43 j) Prepare and submit a TCR. 7.6.3.2 Client Responsibilities a) Provide adequate facilities to hold the DOLE to include an overhead projector. Two projectors are preferred. DOLF also requires workstations for each participant. b) Ensure complete participation of Central and Local Inform RMS Administrators for the purposes of reviewing the RMS configuration as- built. c) Provide participants that are versed with the ability to continue the configurations, or Code File build once ownership transfers. d) Assume ownership for the continued build and maintenance of the system under the guidance of the TriTech project teain. e) Ensure participation of key stakeholders and decision- makers in the DOLF process. f) Observe the change control process for any requested software changes. g) Review and approve the applicable TCRs. h) Review and approve the content of the Inform RMS "DOLF Report". i) Review and approve the "Inform RMS Journal ". Completion Criteria This task is considered complete when: (i) the hiform RMS DOLF has been completed; (ii) the DOLF Report has been approved by the Client; (iii) the DOLT related content of the RMS Subsystem journal has been reviewed and approved by the Client; (iv) the Client has received the Inform RMS User and Administration Guides; (v) Client has confirmed that code files designated as pre -DOLF and during -DOLF have been successfully installed into the Inform RMS. 7.6.4 Inform 1 M$Workshop(s) After the Inform RMS DOLF has been completed, the TriTech project team will conduct an Inform RMS workshop session at the Client site. This session is intended to be an extension to the Inform RMS DOLF for more complex implementations and multi jurisdictional agencies as specified in the contract. 7.6.4.9 TriTech Responsibilities a) Schedule the Inform RMS Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. e) Conduct the meetings based on the distributed agenda. d) Prepare and submit a TCR upon completion of the workshop. 7.6.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. e) Continue the code file building activities after completion of this training. d) Review and approve the applicable TCR. 44 25B -90 Project Executltan 7.6.5 Inform RN15 Functional Acceptance Testing (FAT) Inform RMS Functional Acceptance Testing follows a standard content, approach and format. An Inform RMS Business Analyst performs the acceptance testing with the Client, prior to the start of End User Training, This process will be based on the standard TriTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT documents will be sent to the Client for review prior to conducting the tests. The Client may supplement these standard FAT documents with additional cases developed by the Client. These additional tests must be submitted to TriTech no later than three weeks prior to FAT to TriTech for review and approval. FAT results are documented in a TCR for verification and approval by the Client. Upon completion of FAT, the Client and TriTech will review the list of FAT failures (if any), and perform an assessment of the errors and determine the timeline for remedying the issues (pro versus post Go Live). TriTech will repeat any specific failed FAT tests following the correction of any issues which has caused the test to fail. This process will not include a repeat of the entire tests, 7,6.5.9 TriTech Responsiblilties aa) Deliver TriTech's standard FAT documents to the Client no later than four weeks prior to conducting the FAT. b) Provide a TCR to the Client to approve the receipt of the FAT documents. e) Assist the Client in conducting the FAT in accordance with FAT documents. d) Identify and document any issues and exceptions discovered during the FAT. e) Upon successful completion of FAT prepare and submit a TCR to the Client, to be reviewed and approved, signed and returned to TriTech. I) Schedule follow up testing for validation of any exceptions to the FAT after such exceptions have been resolved, and document the results. 7.6.5,2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base code table entry and configuration. b) Provide adequate facilities to execute the FAT. c) Provide supplemental tests to TriTech for review within 3 weeks of receiving the standard FAT documents. d) Review and approve the final FAT documents that have been delivered by TriTech in accordance with the Final Project Schedule. e) Participate in the FAT by providing operational subject matter experts. f) Assist TriTech in documenting FAT findings and results. g) Review and approve the appropriate TCRs, Completion Criteria This task is considered complete when, (i) the Inform RMS Preliminary Functional Acceptance Test is complete; (ii) Any test failures have been documented; (iii) TriTech has corrected test failures, or TriTech and the Client have reached a mutually- agreeablo approach to resolving and correcting each failure. 45 25B -91 7.6.6 Inform RMS Data Conversion This Project includes Evidence Data Conversion services for Inform RMS. The details of this conversion effort is described in the following section: 7.8.8.1 Evidence Data Conversion The evidence data conversion, is a multi -step process, which results in the conversion of the Client's legacy evidence data into the Inform RMS Evidence module. In addition to Evidence item data, TriTech will provide a one -time import of physical property item data that is currently stored in the Property acid Evidence Facility managed by the Client. Property items that are not actually Evidence, but are otherwise in possession of the Client, will be included as part of this conversion. An Evidence conversion is intended to handle the physical property items stored in a managed Evidence Room or other controlled temporary locations. It is possible to use this module to track property on hand that is not actually Evidence associated with some case, but rather items that have been found or are being kept for safekeeping. These could show up in Inform RMS in the Evidence module alongside actual items of evidence. The only thing that would differentiate between them would be some status flag that might say "Evidence ", "Found" or "Hold ", for example. An item in the Evidence module can be associated with a specific Case. However, in an Evidence conversion only the Case Number is brought into the data associated with an item. No other specific Case information is converted. This would require a User to already know a Case by its number in order to locate an Evidence or Property item that is associated with it. There are other types of property, of interest to the department that would not be handled by an Evidence conversion. In particular, items that were stolen but not yet recovered, items that were pawned, gums or vehicles, etc. not in the possession of the Client, are not covered by an Evidence Conversion. In short, only items that are in the possession of and stored by the department would be included. When the user uses the Inform RMS Evidence module to manage their Evidence Room, they usually rely on a built -in feature that can produce a "Chain of Custody" report. This report lists an unbroken record of where the item has been (by location) from the time it was checked in up until its current location or its final disposition. This is often used when evidence is brought into a Court case. In our experience, Client data is seldom complete or accurate enough to produce a reliable Chain of Custody in the fashion of Inform RMS. For the purpose of this Project, TriTech and the Client will apply commercially reasonable effort to convert the Chain of Custody data, if the Client is able to provide the data with a high level of integrity in a manner that is usable by Inform RMS Software, hi order to determine the data integrity and suitability of the Chain of Custody data for conversion, TriTech will perform a review (up to S hours) of the data and if it is determined that the data is not suitable for conversion, such conversion will not be performed, Prior to this review and data submission, TriTech will provide the Client with information about common errors related to the Chain of Custody data. In lieu of converting the Chain of Custody data, TriTech will create a section in Inform RMS Narrative Report that shows all the raw data from the Client showing all transactions and movements that they kept in their legacy system, in a narrative format which can be titled specifically for ease of search. This data does not appear in the Inform RMS built -in report, but may be retrieved through creation of custom reports by the Client. Parties mutually acknowledge that the accuracy and completeness of the source data is the sole responsibility of the Client. This process requires the Client to extract a complete set of data for analysis and provide it to TriTech in a Microsoft SQL Database. The Client will provide at least one initial extract of RMS data for TriTech testing purposes, plus one final extract. All images and objects desired to be converted shall be included in the initial and final extraction. The Client must perform any necessary "data scrubbing" of their source data prior to 45 25B -92 Project Execution delivery to TriTech. TriTech will assume that all data delivered is legitimate to use in the Data Conversions, and will begin their analysis upon receipt of the legacy data. If the Client chooses to rename storage locations they used in the legacy system they must produce a list of such changes. Similarly, if the Client creates new and different status codes, properly description codes, or similar, the Client also needs to provide those to TriTech. The process of analysis and data mapping will require collaboration between TriTech and the Client, and it is necessary for the Client to provide subject matter experts to TriTech to answer any questions that arise during the data mapping and conversion process. It is also required that the Client supply a data dictionary defining all of the data items that are to be included the data conversions. This must be in a machine- readable (i.e. no scanned copies, pdfs, etc,) TriTech and the Client will collaborate to develop the criteria to be used for Master Name resolution of duplicate names. As part of the data mapping exercise, the Client will manually enter a minimum of 3 representative records into each module to be 'included as part of the Data Conversion. The data used for entry must be included and identified in the initial data extraction supplied to TriTech. A TriTech Business Analyst will assist with this task. Once the Client has completed the sample data entry, they will supply TriTech with a backup of the Inform RMS database plus screen shots of all forms used for this sample data entry. TriTech will further annotate these screen shots and include them in the Operational Scenario Document that TriTech will generate. The results of TriTech's analysis of the data and data mapping will be documented in an OSD, and will be provided to the Client for review and approval prior to creating the conversion scripts. TriTech will map only those fields from the Client's legacy database into the appropriate Inform RMS database module where there is a strong correlation of data type and data use between the two systems. All pertinent legacy data from each module in the Client's legacy database will be captured in a text narrative and attached to the appropriate parent record in the Inform RMS database. This narrative will be available to the user when viewing imported records in the TriTech product. In the event that the Client makes any modification to their original data in order to include it in an Inform RMS record, they must fully document the transformation process used. All transformations so supplied must be able to be implemented via scripts vs. "human- interpretive" processes. These include, but are not limited to names and addresses. Once imported, the Evidence, Evidence_ Items, Evidence—Location, Evidence—Cases, and Evidence Names data will be available in Inform RMS. TriTech will convert a sample set of the evidence data into the Inform RMS for the Client to review and test, and upon approval of the accuracy of the converted test data set, the entire data will be imported to the Inform RMS, The delta between the last data submission and the Go Live date will be converted and inserted into the Inform RMS post Go Live. 7.8.6.1.1 TriTech Responsibilities a) Perform an analysis of the legacy Evidence data, provided by the Client. b) Collaborate with the Client in defining the data mapping, as well the resolution of the duplicate narnes. c) Provide an Operational Scenario Document (OSD) prior to developing the scripts for the data conversions. d) Create the necessary scripts for the data transfer. e) Perforn the initial data conversion and import for review by the Client. f) Perform the final data conversion and import into the Inform RMS. 47 25B -93 7.6.6.1.2 Client Responsibilities Extract and scrub the legacy data, and deliver it to TriTech in SQL format within 30 days from the date of Inform RMS System Orientation. a) Provide a data dictionary to define all elements of the legacy data. b) Assist TriTech with data mapping exercise. e) Review, provide feedback and approve the OSD doemnent prior to performing the data conversion. d) Review and approve (or provide feedback, detailing the required corrections) for the interim data conversion delivery within 10 days of receiving. c) Review and approve (or provide feedback, detailing the required corrections) the final data conversion delivery within 10 days of the final conversion. f) Provide a secure and reliable network connection. g) Review slid approve the applicable TCRs. Completion Criteria: This task is complete when: i) TriTech has delivered the final converted Evidence data, housed within the TriTech Inform RMS; and ii) the Client and TriTech have developed a mutually agreeable plan for correcting any resolvable issues; and iii) corrective action has been undertaken by the appropriate Party, and mutually agreed upon. Note: The RMS Data Conversion efforts do not include any modifications to the Inform RIvIS or F13R. The conversion will be limited to the fields that exist in the Standard RMS and FAR Software. 7,6.7 Inform RIMS Training Inform RMS Training classes are conducted on consecutive weekdays (Tuesday - Friday) during business hours. Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FAT has been completed and the results are documented. A detailed description of these classes is provided below: 7.6.7.1 TriTech Responsibilities (for all inform RMS Classes) a) Conduct a training orientation via conference call between the assigned TriTech Training personnel and the designated Client representative. The objective of this session is to define the Training Schedule, based on the configurations of the Subsystem, b) Schedule the Inform RMS Training class(es) in accordance with the Client's availability and the Project Schedule, c) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. d) Develop and provide the Inform RMS Training Plan for all licensed product options to the Client. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes. 48 25B -94 Project Execution 7,6,7,2 Client Responsibilities (for all Inform RMS Classes) a) Participate with the training orientation by providing a decision maker that can articulate the specific business practices that have been used in guiding the build of the Client's System. b) Provide facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. e) Provide a Local RMS Administrator for each class that can answer agency specific questions as related to the build of the Client's system. d) Review and approve the applicable TCRs, 7.6.7,3 Inform RMS Core End User Training The Inform RMS Core End User Training is a hands -on course provided by TriTech's training specialists. This class will prepare the students to add, edit, and search crime report records easily and efficiently. The students will learn how to enter State Reportable 1JCR/N1BRS Reports. The student will also utilize the Inform RMS to enter or modify Arrest, Custody and Incident information. This class is recommended for all personnel responsible for the day to day records entry o£, both miscellaneous and UCR/NIBRS Reports, as well as the personnel with the responsibility for entering and /or maintaining Arrest, Custody, acid Incident. This three (3) day course prepares a core set of end users on Inform RMS. Training classes will ideally be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) Basic understanding of agency report taking /writing policies as they relate to the records section. 7.6.7.4 Inform RMS Report Writing Class The Inform RMS Report Writing Training is a hands -on course that will prepare students to run, modify, and create reports on data stored in Inform RMS. Students will learn how to run Calmed Reports available in Inform RMS, as well as how to modify Canned Reports and create new Custom Reports using Crystal Reporting Services. This three (3) day class is recommended for all personnel that will utilize the provided reporting tools to extract data from the Inform RMS. Ideally, training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: Completion of Inform RMS Training, 7.6.7.5 Inform RMS Module Training Inform RMS Module Training classes cover specific RMS Modules that will be utilized by the client and are limited to the quantities that are specified in the Purchase Agreement. Training classes will be conducted between Tuesday and Friday. The number of students attending each RMS Module Training course will be limited to no more than ten (10) students per class. Prerequisites: Completion of Inform RMS Module Training. 7.6.7.6 Inform RMS Train - The - Trainer Training The purpose of this Train the Trainer program is to allow agencies to have qualified staff available to train end users on the features and functionality of the Inform RMS product, Agencies designate personnel to receive TriTech instructor led training on how to properly train and work with the system. This allows agencies to train their own personnel using a systematic approach that has been developed by TriTecb. This three (3) day course prepares a core set of to train end users on Inform RMS. 49 25B -95 Prerequisites: 1) Attended the Inform RMS Core End User Training; 2) Daily user of the designated application module; 3) Classroom instruction experience and demonstrated presentation skills. Inform FBR is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Inform FBR. 7.7.1 Inform FSR System Orientation The Inform FBR System Orientation is conducted at the Client's site and led by a TriTech Business Analyst. The duration of the Inform RMS System Orientation is generally between 1 -2 days and includes a Business Process Review of the Client's operations. This System Orientation can be conducted in conjunction with Inform RMS if purchased together. Some key discovery points for the Inforn FBR System Orientation are as follows: a) Work Flow — Understanding the workflow processes for the field reports. This may include time observing Departmental Divisions such as Records Staff and Ride- Alongs with field units. b) Review reporting requirements (reporting segmentation and the like). c) Event numbering (Incidents) including master incident numbers and case numbers. It is recommended that the number of attendees in the System Orientation is limited to 10 -15 to allow for more effective communication during the session. Based on the key discovery points during this session, it is necessary that the attendees include ind'iv'iduals who can properly address these key points and make configuration decisions. During the System Orientation session, the Business Analyst will facilitate an operational review of htfonn FBR by demonstrating various System functionality and start gathering the configuration information. Due to the integration and sharing of Code Files with Inform RMS, a System Modulo Setup worksheet (SMS) will not be used with Inform FBR. This information will be collected through the Inform RMS System Module Setup (SMS) as needed Note:. As part of the System Administrator training the FBR Administrators will learn to complete the personnel registrations within Inform FBR, It is the responsibility of the client to complete the Inform FBR personnel user registrations, 7.7.11 TrlTech Responsibilities a) Schedule the System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion two weeks prior to each meeting. o) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration specifications resulting from the System Orientation discussions. 50 25B -96 Project Execution e) Document and assign owners and due dates to any action items and track all action items to closure. f) Document any gaps between the standard functionality of the System and functionality required by the Purchase Agreement for further analysis and discussion and/or facilitate the change control process. Client requested changes for changes beyond the scope of the Purchase Agreement will be evaluated at this phase, but will have to be evaluated for the potential impact on the Project Schedule and for additional project charges to be paid by the Client, g) Produce a System Orientation Report with the key decisions and configuration points as a result of the System Orientation. h) Prepare and submit a TCR upon completion of relevant activities. 7.7.11 Client Responsibilities a) Provide adequate facilities to comfortably hold the System Orientation to include a computer projector, whiteboards, and adequate seating. Two projectors are preferred. Ii) Ensure participation of key stakeholders and decision - makers in the System Orientation process. c) Provide subject matter experts that can explain the agency's current work flow and application processes. These persons should have the ability to male decisions regarding any changes in work flow that may arise through the use of the new Inform RMS System. d) Provide subject matter experts with the ability to gather and provide the data elements used to build Code Files to TriTech. e) Provide subject matter experts that will be the FBR Administrators, as well the RMS Administrators that will be responsible for the ongoing maintenance of the RMS Code Files and configuration (RMS Administrator) as they will need to understand how these work with FBR. t) Provide subject matter experts that can provide information on technical Systems (Interfaces and Hardware/Network/Applications), g) Review and approve applicable TCRs. 71.2 inform FBR Administration Training After the System Orientation, and once, the System has been installed at the Client site the TriTech project team will conduct the Inform FBR Administration Training session at the Client site. The class will introduce the student to the, administration responsibilities for implementation, configuration, and maintenance of the Inform FBR system. During this session a subset of the Client staff is trained on the proper configuration of the Inform FBR software, This training also instructs the designated Client personnel in methodology for creating the user registrations, establishing and assigning user roles in the Inform FBR System, creating report templates, and structuring FBR workflows. This class is recommended for the personnel responsible for the implementation and administration of Inform FBR, In addition, any personnel responsible for policy related decisions as it relates to implementing Inform FBR should attend this class, The Inform FBR Administration Training is a one (1) day class and will ideally be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Comprehensive understanding of the report workflow function within the agency. 2) Clear understanding of current departmental officer reporting procedures and policies for the agency, and how future policy changes that might be implemented with Inform FBR could improve overall efficiencies. .51 25B -97 Note: The Inform FBR Administration Training is provided to a specialized group within the.Client's team during the course of the Project to assist them with the initialimplementation of the System, as well as the maintenance of the System on a routine basis, This training will be provided before "c(mtlircting the FAT foi• Inform FBR. 7,7.2.1 TriTech Responsibilities a) Schedule the Inform FBR Administration training in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Provide an electronic copy of Inform FBR user manuals c) Provide standard training sessions on the methodology for establishing user roles, creating templates, and structuring workflows in Inform FBR. f) Prepare and submit a TCR upon completion of the training. 7.7.2.2 Client Responsibilities a) Provide facilities to hold the training activities. b) Ensure participation of the appropriate personnel. c) Upon completion of training create personnel registrations, user roles, templates, and structure desired workflows in Inform FBR, d) Review and approve the applicable TCR. 7.7.3 Inform FBR System COnfiguratian After successful completion of the Inform FBR Administration Training, the Client's Inform FBR Administration team will complete the configuration of Inform FBR user roles, users, workflows, and templates. 7.7.111 TrlToch Responsibilities a) Be available to provide remote assistance and direction to the Client during the course of the configuration. b) Monitor the progress of this task to ensure timely completion of the configuration activities to support the Project timelines. 7,7.3,2 Client Responsibilities a) Complete the configuration of the production Inform FBR to support the Project t mehnes. b) If necessary consult with TriTech on any questions that may arise during the data entry and configuration activities, 7.7.E Inform F8RWJorkshop After the Inform FBR Administration Training has been completed, the TriTech project team will conduct an Inform FBR workshop session at the Client site. This session is intended to be an extension to the Infornn FBR Administration Training to provide the Client with more extensive training on more complex implementations. 52 r - •• Project Execution 73.4.1 TYITech Responsibilities a) Schedule the Inform FBR Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two w weeps prior to each meeting. e) Conduct the meetings based on the distributed agenda. d) Upon completion of the training send a TCR to the Client 7.7.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Continue the configuration activities after completion of this training. d) Sign the appropriate TCR. 7.7.5 Inform FSR Functional Acceptance Testing, (FAT) Inform FBR Functional Acceptance Testing follows a standard approach and format. An Inform FBR Business Analyst performs the acceptance testing with the Client, prior to the start of End User Training. This process will be based on the standard'friTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT documents will be sent to the Client for review prior to conducting the tests. The FAT results are documented in a TCR for verification and approval by the Client. Upon completion of FAT, the Client and TriTech will review the list of FAT failures (if any), and perform an assessment of the errors and detennine the timeline for remedying the issues (pre versus post Go Live). TriTech will repeat any specific failed FAT tests following the correction of any issues which has caused the test to fail. This process will not include a repeat o the entire tests, 7.7,5.1 TriTech Responsibilities a) Deliver TriTech's standard FAT documents to the Client for review no later than two weeks prior to conducting the FAT. b) Provide a TCR to the Client to approve the receipt of the FAT documents. c) Assist the Client in conducting the FAT in accordance with FAT documents. d) Identify and document any issues discovered dining the FAT, e) Upon successful completion of the FAT, provide a TCR to the Client, to be reviewed and if approved; signed and returned to TriTech. All FAT exceptions will be noted in the TCR. f) Schedule follow up testing for validation of any failures and exemptions to the FAT after such failures and exemptions have been resolved, and document the results. 7.7.5.2 Client Responsibilities a) Provide adequate facilities to execute the FAT. b) Review and approve the final FAT documents that have been delivered by TriTech in accordance with the Final Project Schedule. c) Participate in the FAT by providing operational subject matter experts. d) Assist TriTech in documenting FAT findings and results. 63 25B -99 25B -100 e) Review and approve the appropriate TCRs. Completion Criteria This task is considered complete when, (i) the Inform RMS Preliminary Functional Acceptance Test is complete; (ii) Any test failures have been documented; (iii) TriTech has corrected test failures, or TriTech and the Client have reached a mutually- agreeable approach to resolving and correcting each failure, 7,7.6 Inform FBR Training Note: Training classes are conducted based on the quantities that are specified in the Purchase Agraenrent. The appearance of a course description in this Statement of Work does not mean a course will be conducted — it roust be listed in the Purchase Agreement. Inform FBR Training classes are conducted on consecutive days and weekdays (Tuesday- Friday) during business hours. TriTech and the Client will work together to accommodate occasional Monday classes Training classes will only be delivered after the FAT has been completed and the results are documented, A detailed description of these classes is provided below: 7.7.6.1 TriToch Responsibilities (for all Inform FBR Classes) a) Conduct a training orientation via conference call between the assigned TriTech Training personnel and the designated Client representative. The objective of this session is to define fire Training Schedule, based on the configurations of the Subsystem. b) Schedule the Inform FBR Training class(es) in accordance with the Client's availability and the Project Schedule. c) Prepare slid distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. d) Develop and provide the Inform FBR Training Plan for all licensed product options to the Client. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes. 7.7.6.2 Client Responsibilities (tor all Inform FER Classes) a) Participate with the training orientation by providing a decision maker that can articulate the specific business practices that have been used in guiding the build of the Clients System. b) Provide facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. C) Provide an Inform FBR Administrator for each class that can answer agency specific questions as related to the build of the Client's system, d) Review and approve the applicable TCRs, 7.7.6.3 Inform FBR Core End UserlTraln -The- Trainer Training The Inform FBR Core End User and Train=The- Trainer Training is a hands -on course provided by TriTech's training specialists, This class will prepare the students to utilize Inform FBR in order to enter their standard reports such as State Reportable Incidents, Arrests, Citations, Accident Reports, and Field Interviews, Supervisors will reviewed and approve or reject the reports. Once reports are approved, they will transfer into the Inform RMS application. 5A 25B -101 Project Execration The purpose of the Train the Trainer program is to allow agencies to have qualified staff available to train end users on the features and functionality of the Inform FBR product. Agencies designate personnel to receive TriTech instructor led training on how to properly train and work with the system. This allows agencies to train their own personnel using a systematic approach that has been developed by TriTech. This two (2) day course prepares the client designated trainers to train end users on Inform FBR. This Training is recommended for all personnel responsible for writing incident reports and Field Interviews, as well as the supervisors responsible for reviewing and approving reports. The Inform RMS Administrator, Record Clerics, or any other personnel that will interact with utilizing the FBR application can also benefit from this class. Ideally, training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment, 2) Basic understanding or the agencies report writing and submission policies and procedures. 3) Basic understanding of UCR or NIBRS Reporting requirements. Completion Criteria: This task is considered complete upon completion of each of the scheduled classes. 7.7,6.4 TriTech Responsibilities a) Schedule the FBR Core End User /Train -The- Trainer Training class(es) in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Develop and provide the FBR Training Plan for all licensed product options to the Client. d) Provide an electronic copy of the FBR technical and user manuals. e) Conduct the training session(s) for' the licensed product options on a mutually agreed to schedule. I) Upon completion of the training send a TCR to the Client. 7.7.6.5 Client Responsibilities a) Provide facilities to comfortably hold the training activities, and workstations with FBR application installed. b) Schedule and conduct the Client led End User Training, to allow for completion of the Inform ,FBR End User training no later than one week prior to Go Live. e) Ensure that all the appropriate Inform FBR end users attend the core end -user training classes. s1) Ensure that each FBR end -user completes all relevant training modules before assigning the end -user a username and password to access Inform FBR. c) Review and approve the applicable'TCRs. 7.8 Inform RMS and Inform FBR Integration Testing _ Once the FAT is concluded for Inform RMS and the Inform FBR Subsystems, and Interfaces that are scheduled to Go Live with Inform RMS acrd in preparation for Go Live, TriTech and the Client will conduct a one day Integration Testing. The Integration testing will be conducted based on a number of scenarios that test the records management process. These scenarios involve the Subsystems and Interfaces that are scheduled to Go Live with Inform RMS and can be tested in the pre - production environment. A small group of the Client staff (1 -2 Records staff and field users) should participate in this test with TriTech. TriTech will work with the Client on defining a set of test scenarios that test the system based on the Client's practices. It 55 25B -102 is recommended that the Client utilizes sample calls from their legacy System, These scenarios must be signed off prior to commencement of the integration testing. 7.8.1 TriTech Responsibilities a) Schedule an Integration Testing with the Client. b) Assist the Client in preparing test scenarios that can be used during this test and closely simulates the normal Client's call flow, c) Prepare and submit a TCR to the Client documenting the tests that will be used for Integration Testing. dl) Participate in the Integration Testing with the Client. e) Prepare and submit TCRs upon successful completion of the Integration Testing. 7,8.2 Client Responsibilities a) Provide test scenarios that closely simulate the Client's normal call flow. b) Participate in conducting the Integration Testing. c) Review and approve the applicable TCRs, TriTech.com IQ and Analytics are implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for TriTech.com IQ and Analytics. 7.9.1 Historical Data import and Synchronization The historical data import is a process by which TriTech extracts applicable data from TriTech applications and imports that data into TriTech.com IQ. The data is then available for search, reporting, analytics and dashboard design functionality subject to subscriptions purchased. The Historical data import includes up to five (5) years of data from each of the following TriTech source applications. Note: Each application must be on release versions designated as TriTech.com IQ compatible. • TriTech's Inform CAD + TriTech's Inform RMS Note: Data import from any other sources, or greater than 5 years is subject to additional services and will be priced separately, The data available in IQ from Inform CAD and Inform RMS is listed in each applications' IQ Field Mapping Guide, 7.9.1.1 TriTech Responsibilities it) Deliver the TriTech.com Client Readiness Checklist to Client and review with Client once completed and returned. b) Install and Configure Synchronization. C) Perform historical Bulk Import. d) Configure TriTech,com IQ: ea 25B -103 Project Execution o Provision Agencies within IQ o Provision Administrator Users within IQ e) Prepare and submit Task Completion Reports (TCR) to the Client far approval to document delivery of products and services. 7.9.1.2 Client Responsibilities a) Complete the TriTech.com Client Readiness Checklist, return and review with TriTech once completed, address any necessary requirements, is) Provide remote access to TriTeeh's implementation team to Client servers. c) Make appropriate Client staff available during the installation to assist TriTech's implementation team in resolving any issues during the process. (1) Review and approve the applicable TCRs. 7.9.2 TrlTech.com iQ and Anaiytics Administration Training (Remote.) This TriTech instructor led class is designed for those individuals who will be responsible for the administration of TriTeoh.com IQ, Participants will be instructed on how to configure, administer, and operate TriTech.com IQ in an administration role. The recommended class size for this training is up to 9 participants. This training is up to 4 hours and is delivered in one remote session, At the completion of the training, participants will be able to perform the following: • Access and successfully login to IQ • Understand the TriTech.com IQ site • Understand the management console for TriTech.com IQ • Create and manage roles • Create and manage users 7.9.2.1 Tr!Tech Responsibilities a) Schedule the Administration training in accordance with the Client's availability and the Project Schedule. b) Provide standard Administration training sessions for Client personnel C) Prepare and submit TCRs upon completion of the training. 7.9.2.2 Client Responsibilities a) Schedule appropriate personnel to attend Administration training. b) Ensure participation of the appropriate personnel. e) Review and approve the applicable TCRs. 7.9.3 TriTech.com IQ Core End User Training (Remote) This TriTech instructor led class is designed for the end users of TriTech.com IQ. End users include roles such as officers, records clerks, dispatchers, dispatch supervisors, managers, and agency administrators. This class may be attended by the end users, or trainers who will be training the end users within the agency(ies). The recommended class size for this training is up to 12 participants. This training is up to 4 hours and is delivered in one remote session. 57 25B -104 At completion of this training, participants will be able to perform the following: • Access and successfully login to IQ • Understand the TriTech.com IQ site • Use links within the site • Use Online Help • Use Search Filters • Save searches and manage saved searches • View Search History • View Search Details • Set up Search Alerts and manage alerts • Create and access reports These half day courses are conducted remotely and trains a core set of end users on the TriTech.cotn IQ System, Typically, the remaining end users will be trained via Client delivered training sessions. The number of students attending the User Training course will be limited to no more than ten (10) students per class. NOW An 7.9,3.1 TriTech Responsibilities must complete Client provided end user trainh fl) Schedule the TriTech.corn IQ Core End User Training class(es) in accordance with the Client's availability and the Project Schedule. b) Conduct the training session(s) on a mutually agreed to schedule. C) Prepare and submit a TCP, to the Client upon completion of the training. 7.9.3.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Ensure that all TriTecb.com IQ core end -users attend the end -user training provided by TriTech. d) Provide TriTech,com IQ training to all other end users, e) Ensure that each TriTech,com IQ end -user completes relevant training before assigning the end -user a username and password to access the TriTech.com 1Q. Review and approve the appropriate TCR. 7.9.4 TMTech,com IQ Alnaiytlos End User Dashboard Training (Remote) This TriTech instructor led class is designed for hrdividuals who will be using Analytios Dashboard, The recommended class size for this training is up to 9 participants. This training is up to 8 hours and is delivered in one remote session. At completion of this course, participants will be able to perform the following: • Access Analytics Dashboard 58 25B -105 Project Execution • Successfully Login to Analytics Dashboard • Filter Data • Use Analytical Combo Controls • Use interactive data selection to identify trends and Ivey relationships • Perform operational trending and historical analysis • Expedite and enhance reporting activities • Measure performance against work plan or work productivity levels This course is conducted remotely and trains a core set of end users on the TriTech.com Dashboard System. Typically, the remaining end users will be trained via Client delivered training sessions. Note: All remaining Td"I'ech.com Analytics Dashboard end users must complete Client provided end user training. 7.9.4.1 TriTech Responsibilities a) Schedule the TriTech.com IQ Core Analytics Dashboard Training classes) in accordance with the Client's availability and the Project Schedule. b) Conduct the training session(s) on a mutually agreed to schedule. C) Prepare and submit a TCR to the, Client upon completion of the training. 7.9.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. C) Ensure that all TriTech.com Analytics Dashboard core end -users attend the end -user training provided, by TriTech. d) Provide TriTech.com Analytics Dashboard training to all other end users. e) Ensure that each TriTech.com Analytics Dashboard end -user completes relevant training before assigning the end -user a username and password to access the TriTech.com Analytics Dashboard, f) Review and approve the appropriate TCR, 7.9,5 TrlTech.aorn Anaiytios End User Report Training (Remote) This TriTech instructor led class is designed for individuals who will be using TriTech.com IQ reporting. The recommended class size for this training is up to 9 participants. Typical time length for this training is up to 4 hours and is delivered in one remote session. At completion of this course, participants will be able to perform the following: • Access IQ Reports • View reports • Edit reports • Copy reports • Export reports • Use the Report Writer (if applicable) 59 25B -106 • Use filtering options • Sort, Group, and generate Total Counts • Share reports This course is conducted remotely and trains a core set of end users on the TriTech.com Analytics Report System, Typically, the remaining end users will be trained via Client delivered training sessions. Note: All remaining TriTech.00m Analytics Report end users must complete Client provided end ser training. 7.9.5.1 Trfrech Responsibilities Si) Schedule the TriTech.com IQ Core Analytics Report Training class(es) in accordance with the Client's availability and the Project Schedule. b) Conduct the training session(s) on a mutually agreed to schedule. c) Prepare and submit a TCR to the Client upon completion of the training, 7.9.5.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Ensure that all TriTech.com Analytics Report core end -users attend the end -user training provided by TriTech. d) Provide TriTech.corn Analytics Report training to all other end users, e) Ensure that each TriTech.corn Analytics Report end -user completes relevant training before assigning the end -user a username and password to access the TriTech.com Analytics Report. fr) Review and approve the appropriate TCR. 7,10Implementation of System Interfaces 7.10.1 Inform Standard Interfaces' Requirement Gathering and Configuration The functionality and applicable configuration options for each of the TriTech Standard Interfaces are described in the Interface Requirements Documents (;[RD), A TriTech Systems Engineer will review the IR.Ds for each of the applicable Standard Interfaces with the Client's subject matter experts and prepare an hnterface Configuration Document (ICD) detailing the parameters that will be set to meet the desired functionality for the Interface, This process may be performed for different interfaces at different tunes. This process may be performed remotely via phone conference. The Client is responsible for engaging the third party vendors whose systems are being interfaced with, so that an end to end flow of the data is discussed. TriTech Systems Engineer will configure and install the Standard interfaces on Client's system hardware. IRDs are not Client specific documents, and not subject to edits, changes, or approval. Client specific configurations for Standard Interfaces are documented in the Interface Configuration Document (ICD) and must be approved prior to configuration of the interface. Installation and configuration of Standard Interfaces can only be performed by qualified members of TriTech System Engineering or Engineering teams, using proprietary tools, Any changes to the requirements of the Records Check Interface from the approved Configuration worksheet will be subj cot to additional cost and 60 25B -107 Project Execution configuration tune. Once each of the Standard Interfaces are installed and configured, they can be staged for FAT. TriTech is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by the third party vendors engaged in the implementation of the standard or custom interfaces, unless the work is defined under a subcontract with TriTech within the scope of this Purchase Agreement. Note 1: Standard Interfaces are developed and enhanced within the TriTech product version process for TriTech software products (such as Inform CAD). Changes to standard Interfaces will require adherence to the development life cycle therein. Changes to standard Interfaces that are delivered within this life cycle will require the Client's system to be on a compatible version. Note 2: The Client's provision of Interface Regtiuirctmems for Standard Interfaces is an early Project checkpoint. This information is needed to prepare the configuration sheets for Standard Interfaces, Incomplete, inaccurate or delayed information can have a. cascading effect on the Project Schedule, and may result in a significant delay in completion of the project, since modification to Standard Interfaces are only released with a major version of inform CAD. Note 3: Any changes to the configuration of Standard interfaces made by the Client makes the Interface non - supportable. Note 4: The Client is responsible for any services or software needed from such Tlilrd Party Systems to allow for interaction with the Third Party System or for connecting to TriTech interfaces Software in the absence of a Third Party APL TriTech is not responsible for any cost associated for the API, any required third party labor certification testing, cost associated with required programming or custom work by the third party vendors, or'' any license fees that maybe required by the third party vendors. - 7.10,2 Custom Interfaces' Requirement Gathering and Configuration A TriTech Systems Engineer will review requirements specified by the FDDs applicable to Custom Interfaces, and lead gathering detailed operational requirements within the scope of the Purchase Agreement. This process may be performed for different interfaces at different times. This process may be .performed remotely via phone conference. Once sufficient information has been gathered to describe the operational functionality of the Interface, the Systems Engineer will create Operational Scenario Documents (OSD) detailing the operation of the Interface. Client's input in detailing all relevant information regarding the operations of these interfaces and interactions with the external systems are essential to timely and accurate development of the OSDs. The completed OSDs will be provided for Client's review. This document must be approved by both the Client and TriTech prior to development, The Client will be given a TCR that the document was provided, meets the requirements and has been reviewed with the Client. The Client must review the OSD within 10 clays from delivery by TriTech, and provide comments and questions back to TriTech or provide approval if no changes or edits is necessary. fat 25B -108 The Client is responsible for obtaining the API for each of the third party vendors that TriTech applications are interfacing with. The API must be for the version of the third party software that TriTech will be interfacing with. The timelines for providing these documents to TriTech is concurrent with development of the OSD, so that any limitations associated with the level of integration with the third party application call be taken into consideration. Upon approval of the OSD the custom interfaces are developed by TriTech engineering team. Once developed, these interfaces will be installed on Client equipment and go through testing with the Client and applicable third party vendors who own and administer the vendor side of the interface. The Client is also responsible for coordinating execution of a mutual Non- Disolosure Agreement (NDA) between the third party vendors and TriTech before any technical information or documentation can be exchanged or testing can commence. Note t: The Client's provision of Imerface requirements for each of the Custom Interfaces is atr early Project checkpoint. This information is needed to develop the OSDs for Custom Interfaces. Incomplete, inaccurate, or delayed infornation can have a cascading effect on the Project Schedule, and riiay result in a'sir Iornt delay in in ofthe projOct. Note 2: The Client is responsible for providing Application Programming Interface (API) documentation for the Third Party Systems, The APT must document the integration process for the level of interface integration defined by TriTech's response to the RFP. The Client is responsible for any services or software needed from such Third Party Systems to allow for integration with the third party system: Note 3: The scope of functionality for the custom interfaces is limited to 1) the capability of the THTeolr System being interfaced and 2) the Application Programming Interface (API) ' ------c�ap±lities of the external system being interfaced. Note 4: High level descriptions of each of the custom interfaces in Appendix D - Custom TriTech Interfaces; will become the basis for the scope. of detailed requirements;'describod in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order, Note 5: The Client is responsible for coordinating the development of the vendor side of all interfaces to the third party applications for the interfaces that the vendor is not a TriTech Subcontractor, based on the Purchase Agreement. Note 6: TriTech is not responsible for any cost associated for the API, any required third party lab or certification testing, cost associated with required programming or custom work by the third party vendors, or any license fees that may be required by the third party vendors. 62 25B -109 Project Execution 7.10.3 Interface Functional Acceptance Testing (FAT) All Standard and Custom Interfaces are subject to Functional Acceptance Testing (FAT). FAT for Standard Interfaces is based on a standard set of TriTech FAT documents for each interface, as they are applicable to Client's configurations. FAT for Custom Interfaces are based on the functionality described in the approved OSD for the interface. This process will be based on an FAT document developed by the TriTech Systems Engineer, The test source will be the provided IRDs; therefore all Standard Interfaces will be tested against standard, predefined. TriTech FAT documents. These tests have a standard format and will be sent to the Client for review prior to conducting the FAT. TriTech will repeat any failed FAT test following the correction of any issues which has caused the test to fail. 710,3.1 Tri rech Responsibilities a) .Provide the 1RD to the Client for review for each of the Standard Interfaces, b) Prepare and submit a TCR to the Client, documenting the delivery of the 1RDs to the Client for Standard Interfaces. ¢) Review the IRD with the Client for each of the Standard Interfaces and gather and document the configuration options for the Interface. d) Install and Configure the Standard Interfaces based on the agreed upon configurations. e) Gather the operational requirements for each of the Custom Interfaces and develop and OSD. f) Provide the OSD to the Client for review and approval. (for custom interfaces only) g) Prepare and submit a TCR to the Client, documenting Client's approval of the OSD for each of the Custom Interfaces. h) Develop the Custom. Interfaces based on the approved OSD. 1) Install and configure the Custom Interfaces. j) Prepare and submit TCRs upon installation of the Interfaces. ]t) Develop FAT documents reflecting feature descriptions found within the provided and applicable OSDs. 1) Provide the FAT documents to the Client for review prior to conducting the FAT for each interface. m) Provide a TCR to the Client to approve the receipt of the FAT documents. n) Assist the Client in conducting Acceptance'Testing in accordance with FAT documents. o) Prepare and Submit a TCR, documenting completion of FAT including any exceptions to FAT. p) Resolve FAT issues and re -run tests as required. 7.10.3.2 Client Responsibilities a) Participate in the review of the IRDs and provide the configuration information to TriTech. b) ;Provide the information that is necessary for development of the OSD for each Custom Interface. e) Obtain the API for each of the third party applications that TriTech interfaces with and provide the document to TriTech. d) Review and approve the OSDs based on the required timelines. e) Engage the third party vendors in the requirement gathering, development, testing and other interface development activities. ea 25B -110 1) Review and approve the FAT documents. g) Participate in the FAT. 11) Assist TriTech in documenting PAT findings and results, i) Review and approve the applicable TCRs, 7.10.4 Mock Go Live This task allows the participants to conduct a dry run of the actual subsystems that are scheduled to cutover concurrently. The purpose of this process is to reduce or eliminate actual cutover problems and to confirm that all preparations for go -live activities have been completed. In the event all subsystems Go Live concurrently, the mock Go Live exercise will be a one -time event. In the event subsystems Go Live independent of one another, one mock Go Live will be conducted for CAD and Mobile (and relevant interfaces), and a separate mock Go Live will be conducted for RMS, FBR (and relevant interfaces), For each mock Go Live exercise, the Client will conduct a two (2) day mock Go Live, simulating system cutover with all subsystems and interfaces operational, following FAT and Integration Testing. TriTech will respond to questions that arise during the process, participate in the post mock -Go Live review, and cotrect deficiencies that arise from the process which are their responsibility, TriTech personnel will be on -site for two (2) days for each mock Go Live exercise. The mock Go Live verifies that the following has occurred: • Cutover plan approval • Verification and approval of a schedule for Go Live activities • Identification and scheduling of TriTech and Client resources required for Go Live activities • Notification of planned system cutover to internal and external interface stakeholders supplying systems integral to Go Live operations TriTech Team Participation: • Project Manager • Subsystem Business Analyst(s) Client Team Participation: • Proj act Manager • SME's • Additional staff, as needed, to conduct Mock Go Live 7.10.5 Tri1 "ach Responsibilities; ae) Be available onsite (and by telephone) for Client inquiries b) Participate in a post mock -Go Live discussion to review the findings and observations e) Connect any issues and software errors which arise during the mock Go Live d) Collaboratively update the system cutover plan with the Client 64 25B -111 Project Execution 7.10.6 Client 1° 2osponslbllltles: a) Develop a script sufficient for testing the system features and functions, using a live environment necessary to conduct a comprehensive trial examination of the products h) Document all findings and observations c) Facilitate a meeting after the mock Go Live to review the findings and observations and determine corrective activities on the part of the Client and TriTech d) Develop a list of outstanding items which must be corrected prior to actual cutover e) Collaboratively update the system outover plan with TriTech Completion Criteria: This task is considered complete when: i) The mock Go Live has been executed; and ii) An updated system cutover plan has been developed by both parties and delivered to the Client; and iii) The Client and TriTech mutually agree upon a list of outstanding items which must be corrected prior to cutover, along with the respective parties' responsibilities in correcting such items. 7.11 System and Subsystem Go Live The "cut over" of Inform CAD, Inform Mobile, Inform RMS, Inform FBR, and Inform CAD Browser Subsystems and all Interfaces into the production environment is a highly orchestrated activity that will require a number of resources from both the Client and TriTech teams. It is recommended that Inforrn CAD, Mobile, and the Inform CAD Subsystems (such as the Go Live interfaces) are taken into production at one time, then other systems, such as Inform RMS, and Inform FBR are taken into production in a ,second phase following the Inform CAD /Mobile cutover. 7.11.1 Inform CAD, Mobile, and Inform CAD Interfaces Go Live TriTech utilizes a pre -Go Live checklist to track the various go live preparation activities to ensure readiness of the System prior to Go Live. There are some tasks that must be performed by the Client, which are detailed in the pre-Go Live checklist. This activity begins several weeks in advance of Go Live. TriTech will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's conffrrnation that the System and staff are ready for Go Live. Prior to Go Live the pre - production test data will be purged from the Client's system. The equipment is staged to move into the communications center and /or unit's. Units and personnel are logged into the System and Interfaces are activated, At Go Live, the TriTecb and Client implementation teams will support the users in the transition to the new System. Any issues are logged and resolved, through TriTech Technical Services. A more detailed Go Live plan will be provided with adequate lead time, The duration of the Go Live support for Inform CAD and its subsystems for this project will be three (3) days (to include pre and post cutover) by two (2) people. The Project Manager will be an active. participant in the Go Live process. The breakdown of onsite Go Live Services is as follows: Inforrn CAD, Mobile, and Inform CAD Interfaces CAD and Mobile (2 people per 12 hour shift - 3 days, 24 hour coverage) 65 25B -112 7.11.9.1 TriTech Responsibilities a) Provide to the Client a Go Live check list with adequate time for review. b) Identify the participants for the Go Live. c) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live check list. d) Provide System monitoring resources following the actual System cut over as specified within Vie Purchase Agreement. e) Prepare and submit a TCR. 7.11.1.2 Client Responsibilities a) Review and discuss the Go Live checklist. b) Complete Mobile roll out process prior to Go Live. C) Review and approve the Go Live authorization letter no later than 3 weeks prior to the scheduled Go Live. d) Provide adequate persons for the supervision and monitoring of the Client's Inform CAD end users 24/7 beyond the participation of the TriTech staff. c) Provide dedicated workstations (preferably 2 workstations) for TriTech support staff dining Go Live support period. f) Provide 24/7 Client IT support. g) Develop a process for the reporting and resolution of field mobile issues. h) Review and approve the applicable TCR. Completion Criteria This section is considered complete when Inform CAD, Mobile, and applicable interfaces are placed into production operation and all Go Live activities have been completed. 7.11.2 inform RMS and Inform FBR and interfaces Go Live Once end -user training has been completed and Inform RMS is ready to be placed into production, TriTech will assist the Client in placing the system into operation. In preparation for Go Live, TriTech will assist the Client in cleaning the training data from the Inform RMS System. TriTech will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's confirmation that the System and staff are ready for Go Live. At Go Live, the TriTech and Client implementation teams will support the users in the transition to the now System. Any issues are logged and resolved through TriTech Technical Services. A more detailed Go Live plan will be provided with adequate lead time. The duration of the Go Live support for Inform RMS and FBR is as follows: Inform RMS /FBR Go Live RMS (1 person per 12 hour shift, single shift - 2 days) FBR (I person per 12 hour shift, 24 hour coverage - 2 days) 66 25B -113 Project Execution If the Pasties agree to exercise a concurrent Go Live event for CAD, Mobile, RMS, FBR, mid Interfaces, the activities associated with each Go Live will occur by the respective teams in a coordinated manner, 7.1127 TriTech Responsibilities a) Prepare and submit a Go Live authorization letter to the Client, a) Identify the participants for the Go Live in accordance with the terms of the Purchase Agreement. b) have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live preparations. c) Be on -site to assist the Client in placing the system into production status. d) Assist Client staff in using the system and assist the computer operations staff in supporting the system. e) Provide System monitoring following the actual System cut over as specified within the Purchase Agreement. 1) Prepare and submit a TCR upon first Live operation of Inform RMS/FBR. 7.11.2.2 Client Responsibilities a) Complete Inform RMS /FBR roll out to support the Go Live date, b) Review and approve the Go Live authorization letter no later than 3 weeks prior to each scheduled Go Live. c) Complete all relevant end user training to support the Go Live of the Subsystems. d) Place the software into production and begin operational use in consultation with TriTech and in accordance with the proioct schedule. e) Provide adequate persons for the supervision and assisting the end users beyond the participation of the TriTech staff, 1) Provide dedicated workstations for TriTech support staff during Go Live support period. n) Provide Client IT support to cover all Client end user and TriTech staff hours of operation. h) Develop a process for the reporting and resolution of issues, i) Review and approve the applicable TCR. Completion Criteria: This section is considered complete when Inform RMS, FBR, and applicable interfaces are placed into production operation and all Go Live activities have been completed. 67 25B -114 When all pre and post go live project deliverables have been completed, the Project Closure process will commence. In advance of project closure, a call with TriTech's Technical Services Group will take place to talk about the transition from the implementation process to the customer support procedures for ongoing maintenance of the system. Any remaining Project related administrative tasks will be completed by TriTech and Client. Project documentation will be archived and the primary Client interaction is officially handed over from the TriTech Project Manager to the TriTech Account Executive and support group, 8A System Transition Following Go Live, there is a transition period where the Client moves from the implementation team to the support team. This transition will change the Client's primary point of contact from the Project Manager back to the Account Executive. Software support will be handled through the Technical Services Group. The Client's issues will be entered, tracked, and managed via a computerized and web - enabled issues tracking system. This tracking system will become available to the Client at system installation. 6.1.1,8 TriTech Responsibilities a) Provide payment reconciliation, final TCRs and final invoices. b) Transition the TriTech point of contact from the Project Manager to the Account Executive and Technical Support Department, c) Provide continued support based on terms of Purchase Agreement. 6.1.1,2 Client Responsibilities a) Provide approval of Project TCRs within five (5) business days. b) Provide payment reconciliation and payment of final invoices. 68 25B -115 ' R:'.. Etta, Note: Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subjeot tc formal Change Order. List of Product Modification OSDs: There are no product modifications proposed for this project. 75 25B -116 jfO011 $ystem beinginterfaced and 2) the capabilities of the external Note: high level descriptions of each of the custom . interfaces below will become the baste is far the scope of detailed requirements, described in the OSD, Any ohanges in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change . Order, Note: The Client responsible for coordinating the development of the vendor side of all interfaces to the third patty applications for the interfaces that the vendor is not a TriTcch Subcontractor, based on the Purchase Agreement, List of Project's Standard Interface: CAD Interfaces: 1.. Standard ANVALIInterface (Production and Test Environments) 2. Standard Push to Talk Interface (Motorola Cold Elite) (Production Environment only) 3, NCICIState Message Switch (Production Environment only) 4. RMS to CAD (Premise Import) (Production Environment only) RMS Interfaces: L Inform RMS Pawn Interface (Production Environment only) I Enhanced NCIC(Production Environment only) I Signature Capture (Production Environment only) An integration will be provided between inform RMS and CopLogio. This integration will be provided by Cop,Logic at no charge and does not involve or require ally services or license by TriTech. 76 25B -117 Appendix C - Standard TrdTech Interfaces CAD NCIC State Message Server The Standard NCIC State Message Server includes the following Queries and Connections: L. Standard Queries The. following standard queries /masks will be included in the project, subject to applicable access (State switch access in most states slid County access in California). These standard queries can be performed via CAD PowerLine, CAD Query screen, and Mobile Query screen. • Driver's License Query • Firearms Query (If available through State/NCIC or RMS, this may include historical registration and stolen entry; historical wants) • License Plate Query (If available through State/NCIC or RMS, this may include LoJack) • Name/DOB Query (If available through State/NCIC or RMS, this may include Warrant or MissingfUnidentified person Information) • Property Lookup Query • VIN Lookup Query (Information on specialty vehicles, such as boat, aircraft and the like is only available based upon data available through State/NCIC or RMS. Specialty vehicle databases and queries can be added as custom connections or queries.) • Administrative Messages (available through State/NCIC) Note: None of above queries include updates (Cancel, Clear, Locate, Modify), of new entries. Note: Above queries are included as long as they can run against Standard Connections, or Custom connections specified by the Purchase Agreement 2, Custom Queries Custom queries can be performed via Inform CAD Query screen and Mobile Query screen only. For an additional cost, custom PowerLine commands can be developed for these queries. Examples of custom queries include, but are not limited to the following: • New record entries (For each of Standard or Custom queries) • Updates (Clear, Cancel, Locate, Modify)- (For each of Standard or Custom queries) • Boat queries to separate databases not available through standard connections • Restraining order Custom Queries included in this Purchase Agreement. None 3. Standard Connections The following standard connections will be included in the project, subject to applicable access (State switch access in most states and County access in California). Queries can be configured to access the following connections: • State Justice Switch (Orange County, California) • One TriTeoh Police RMS System • Inform CAD (BOLO and Plate History) d. Custom Connections Custom Connections included in this Purchase Agreement. 77 25B -118 WON o * . �ine i nea[ is responstnre Tor providing Application -Programming Interface (API) - , : documentation to these Third Party Systems that document the integration process for the level of interface integration defined by TriTech's response to the RFP.'The Client is responsible for any services or software needed from such Third Party Systems to allow for interaction with the Third Party System API or for connecting to TriTech Interfaces Software in the absence of a Third Party API, Note: The scope of functionality for those custom interfaces is limited to 1) the capability of the TriTech System being interfaced and 2) the Application Programming Interface (API) capabilities of the external system beine interfaced. Note: High level descriptions of each of the custom interfaces below will become the basis for the scope of detailed requirements, described in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order., Note: The Client is responsibcoordinating the development of the vendor side o£ all interfaces to the third party applications for the interfaces that the vendor is not 'a TriTech Subcontractor, based on the Purchase Agreement. List of Project's Custom Interfaces (FDD's [applicable FDD's are attached at Appendix G] and OSD's to be provided): CAD Interfaces I. CAD TOW to DTS Data Transfer (Production Environment only) RMS Interfaces I , Orange County Court (Production Environment only) 2. Phoenix Group Parking Citation Data Upload (Production Environment only) 3. Llnx (Production Environment only) 4, eSoph Personnel Data Import (Production Environment only) 5. Personnel Data Export (Production Environment only) b. RMS Gun data Export to BAIX (Production Environment only) 7, ATIAIS - Two Way Interface (Production and Test Environment) 8. Brazos Citation Upload (Production Environment only) 9. Coplink Data Export (Production Environment only) 78 25B -119 Appendix n a Custom TriTech Interfaces 10. DOJSex Offender Upload (Production Environment only) 1.1. DTS TOPV to "S TOW (Production Environment onljq 12. Crash Importer (Production Environment only) 13. Master Naine and Image Importer (Production Environment only) 79 25B -120 x .r TriTech has created a standard Acceptance Test methodology which is designed to allow our clients to thoroughly evaluate and verify the functionality, performance, and reliability of the TriTech solution, These procedures include several steps that are described in later sections of the SOW. Upon successful completion of these procedures the system is deemed Accepted. 13.1,1 Functional Acceptance Testing Functional Acceptance Testing (FAT) is conducted on each of the Subsystems prior to conducting the User Training on these applications and staging them for Go Live. The focus of these tests is to verify that each Subsystem meets the functions as described in TriTech's response to the Client's RFP, where applicable, using the applicable TriTech documentation as a basis for functional compliancy. The Functional Acceptance Tests are performed based upon standard TriTech FAT documents (as supplemented by the Client and described in earlier sections of the SOW) that have a standard content and format. These standard FAT documents will be submitted to the Client for review prior to testing. During the scheduled FAT and according to the FAT documents, TriTech and Client project personnel will work to identify any errors where the Subsystem does not conform materially to the FAT documents. Any such errors will be documented by TriTech on a FAT exceptions list. Errors listed on the FAT exception list will be classified by the Client as follows: 1) Pre -Go Live Issues: Issues in the Subsystem that have a substantial negative impact on performing normal daily and monthly operations and therefore must be corrected prior to Go Live, 2) Post Go Live Issues: Issues identified in the FAT testing that do not have a substantial negative impact on perforning normal daily and monthly processes and therefore can be corrected after the Subsystem Go Live. These issues will not be used as part of the criteria for Acceptance. 13.1.2 Integration Testing Following successful completion of the Functional Acceptance Testing, TriTech and the Client will conduct a one -day Integration Test on the subsystems that are scheduled to go live together. The Integration Test will be conducted on the, production environment (pre Go Live), using a number of scenarios designed to test the integration amongst the Subsystems. A small group of the Client staff will participate in this test with TriTech. TriTech will work with the Client to define a set of test scenarios that test the system integration based on the Client's practices. Test scenarios are subject to mutual review and agreement of the Parties, and ultimately Client approval. The scenarios must occur within the defined period of time designated for the integration test and be limited to the scope of the agreed -upon functionality of the system. At the successful completion of integration Testing, without any issues that prevent the System to be taken Live the Client shall provide written approval that the System is ready for Go Live. so 25B -121 1311.A Reliability Acceptance Testing, Subsystem and System Acceptance Final Subsystem Acceptance — Inform CAD, Inform RMS, Inform FBR, and Inform Mobile Subsyste s, Each group of related Subsystems (Inform CAD, Inform Mobile and related interfaces are grouped together, and Inform RMS, Inform FBR and related interfaces are grouped together) shall be assessed separately during the Reliability Acceptance Test period. In the event that these two groups of Subsystems do not Go Live concurrently, they shall go through the Reliability Acceptance Test at different times, in accordance with the criteria set forth by this Agreement. Upon Go Live of each Subsystem or group of related Subsystems, the Client shall utilize the Subsystem(s) for a thirty (30) day Reliability Acceptance Test period to verify system reliability in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in the Agreement) are reported during such thirty (30) day period, the Subsystem(s) shall be deemed to have passed the Reliability Acceptance Test. In the event that a. Critical Priority or Urgent Priority Software Error occurs during the Reliability Acceptance Test period, TriTech shall commence actions in accordance with the Software Support Agreement to correct the reported error. o In the event that a Critical Priority Software Error occurs between day one (1) and day thirty (30) of the Reliability Acceptance Test Period, the Reliability Acceptance Test Period will be stopped and restarted at day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. In the event that an Urgent Priority Software Error occurs between day one (1) and day fifteen (15), the Reliability Acceptance Test Period will be stopped and restarted from day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. If the Software Error occurs between clay sixteen (16) and day thirty (30), the Reliability Acceptance Test Period will be stopped and restarted from day sixteen (16) once the resolution has been provided in accordance with the Software Support Agreement. 6 If the Subsystems do not pass after three (3) restarts or resumption due to an unresolved. Critical or Urgent Priority software error, the City and TriTech will develop a joint resolution plan. Final System Acceptance. If all Subsystems Go Live together, Final System Acceptance shall occur at the conclusion of the thirty (30) day Reliability Acceptance Test Period defined above. Should the Subsystems be implemented in a two - phased approach with Inform CAD, Inform Mobile and related Interfaces in Phase 1; and Inform RMS, Infonn FBR and related Interfaces in Phase II, Final System Acceptance will be achieved at the conclusion of the thirty (30) day Subsystem Reliability Acceptance test period for Phase 11 (Inform RIvIS, Inform FBR, and related Interfaces) if there are no unresolved Critical Priority or Urgent Priority software errors, including transfer of data between Inform CAD and Inform Mobile, and Inform RMS and Inform FBR as defined in the Software Support. Agreement. In the event of Critical or Urgent Priority software error, the steps in sections 103.1 through 10.3.2 will be followed. 8"7 25B -122 DOCUMENTS The following FDD's are attached: 1) ATIMS Two Way Interface 2) Bair Gun Ops Data Push 3) Brazos Data Upload 4) CAD Tow to DTS Interface 5) Coplink Multiple Publisher 6) Crash Importer 7) LInX Data Publisher 8) Master Name and Image hnporter 9) Personnel Data Exporter 10) Personnel Data Upload 11) Phoenix Data Upload 12) RMS DTS Interface 13) RMS Package Upload to Court 14) Sex Offender Data Upload The FDD's contain the confidential and proprietary information of TriTech Software Systems. 88 25B -123 Contract Price Summary Tril -ech Soflware and Services 2 116 213.60 Equipment and Third Party Software $ 11,818.56 *Project Implementation Total $2128,032.16 *Ongoing annual Software Support Fees are listed in Addendum E Support Terms; Ongoing annual TriTech.com Subscription Fees are listed in Addendum F TriTecb.com Subscription Service License and Use Terms Payment Milestones SOW TrlTech Software and Services Task (Milestones paid upon successful completion criteria) % 6.2 Project Kickoff 10.0% $211,621.36 7.3.4 Inform CAD DOLF 7.0% $148,134.95 7.3.5 Inform CAD FAT 6.0% $126,972.82 7.3.7 Inform CAD Training 6.0% $126,972.82 7.11.1 CAD Subsystem Go Live 6.0% $126,972.82 7.5.4 Inform Mobile FAT - 8.0% $169,297.09 T6.3 Inform RMS DOLF 7.0% $148,134.95 Inform RMS Evidence Data Conversion (Pre -Go Live 7.6.6.2 conversion) 2.0% $42,324.27 7.7.5 Inform RMS FAT 6.0% $126,972.82 7.7.6 Inform FBR Training 6.0% $126,972.82 7.11.2 RMS Subsystem Go Live 6.0% $126,972.82 CAD Subsystem Acceptance 10.0% $811,621.36 RMS Subsystem Acceptance 20.0% $423,242.72 Total 100.0% TrlTech Software and Services Total Payments; $2,116,213.60 Equipment and Third Party Software 100% due on Delivery — there may be multiple Deliveries $11,818.56 Project Implementation Total $2,128,032.16 Santa Ann Copyright © 2015 TriToch Software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 48 of I04 25B -124 System Purobase and Support Agreement ADDENDUM A -3 PROPRIETARY INFORMATION' SYSTEM PLANNING DOCUMENT Attached i THESE ADDENDA CONTAIN TRADE SECRET AND O'T'HER PROPRIETARY INFORMATION OF TRITECH SOITWARE SYSTEMS. SUBJECT TO SECTION 11.8, THE INFORMATION CONTAINED HEREIN SHALL NOT RE COPIED OR DISCLOSED TO THIRD PARTIES OR USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE, OF THIS ACRERNIENT WITHOUT THR WRIYFEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS, Santa Ana System Purchase and Support Agmement Copyright © 20t5 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 49 of t04 25B -125 ADDENDUM B TRITECH MASTER PREFERRED SOURCE CODE ESCROW AGREF,MFNT (ATTACHED) Santa Ann System Purchase and Support Agreement Copyright © 2015'friTech Software Systems Unpublished: Rights reserved under the copyright laws or the United States Page 50 of 104 25B -126 MASTER THREE -PARTY ESCROW SERVICE AGREEMENT Master Deposit Account Number:_ 1. Introduetlon, This Escrow Service Agreement (the "Agreement ") is entered into by and between TrtTech Software Systems, located at 9860 Mesa Rim Road, San Diego, CA 92121 (check either Z "Depositor" or [] "Beneficiary ") and its affiliates and subsidiaries, and by any additional party signing the Acceptance Form attached as Exhibit E to this Agreement (check either ❑ "Depositor" or ® "Beneficiary ") and by Iron Mountain Intellectual Property Management, Inc. ( "Iron Mountain ") on this _ day of , 2006 (the "Effective Date "). Beneficiary, Depositor, and Iron Mountain may be referred to individually as a "Party" or collectively as the "Parties" throughout this Agreement. The use ofthe term "Services" in this Agreement shall refer to Iron Mountain Services that facilitate the creation, management, and enforcement of software and /or Other technology escrow accounts as described in Exhibit A attached hereto. A Party shall request Services under this Agreement (I) by submitting a work request associated for certain Iron Mountain Escrow Services via the online portal maintained at the Website located at www ironmeunl_xjh_Wtmect.cortt or any other Websites or Web pages owned or controlled by Iron Mountain that are linked to that Website (collectively the "Iron Mountain Website "), or (it) by submitting a written work request attached hereto as Exhibit A (each, individually, a "Work Request "). The Parties desire this Agreement to he supplementary to the License Agreement and pursuant to Chapter I I United States (Bankruptcy] Code, Section 365(n), 2. Depositor Resnonsibli ties. (a) Depositor shall provide all information designated as required to fulfill a Work Request ( "Required Information ") and tray also provide other information ( "Optional Information ") at their discretion to assist Iron Mountain in the fulfillment of requested Services, (b) Depositor must authorize and designate one or more persons whose actions) will legally bind the Depositor ( "Authorized Person(s)" who shall be identified in the Authorized Person(s)/Notices Table of this Agreement) and who may manage the Iron Mountain escrow account through the Iron Mountain Website or via written Work Request, Authorized Person(s) will maintain the accuracy of their name and contact information provided to [run Mountain during the Term of this Agreement (the "Depositor Information"), (c) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement ( "Deposit Material ") to Iron Mountain within ninety (90) days of the Effective Date, Depositor may also update Deposit Material from time to time during the Term of this Agreement provided a minhn.tm of ono (1) complete and functional copy of Deposit Material is deposited with Iron Mountain at all times. At the time of each deposit Or update, Depositor will provide an accurate and complete description of all Deposit Material sent to iron Mountain via the Iron Mountain Wot auto or using the form attached hereto as Exhibit B. (d) Depositor consents to Iron Mountain's performance of any level(s) of verification Services described in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor (who shall be bound by the same confidentiality obligations as Iron Mountain and who shall not be a direct competitor to either Depositor or Beneficiary) to provide Stich Services as needed. (e) Depositor represents that it lawfully possesses all Deposit Material provided to Iron Mountain under this Agreement free of any liens or encumbrances as of the date of their deposit. Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Iron Mountain under this Agreement; (f) Depositor represents that Ott Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted the necessary decryption tools and keys to read such material are deposited contemporaneously. (g) Depositor represents that all Deposit Material is provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services; and (h) Depositor warrants that Iron Mountain's use of the Deposit Material or other materials supplied by Depositor to perform the verification Services described in Exhibit A is lawful and does not violate the tights of any third parties. Depositor agrees to Ilse commercially reasonable efforts to provide Iron Mountain with any necessary use rights or permissions to use materials necessary tO perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Iran Mountain by providing its facilities, computer software systems, and technical personnel for verification Services whenever reasonably necessary, MA3- 100105 NA 25B -127 page 1 of 16 9. Boucilciary ResnonsibilLdess. (a) Beneficiary shall provide all information designated as requited to fulfill any Beneficiary Work Request ( "Required Information') and may also provide other information ( "Optional Information ") at their discretion to assist Iron MOU111ain in the fulfillment of requested Services. (b) Beneficiary must authorize and designate one or more persons whose action(s) will legally bind the Beneficiary ( "Authorized Person(s)" who shall be identified in the Authorized Person(s)/Notices Table of this Agreement) who shall manage the Iron Mountain escrow account through the Iron Mountain Website or via written Work Request, Authorized Person(s) will maintain the accuracy of their name and contact information provided to Iron Mountain during the Term of this Agreement (the "Beneficiary Information"), (c) Beneficiary acknowledges, in the absence of a Work Request for verification Services, that it assumes all responsibility for the completeness and /or functionality of all Deposit Material. Beneficiary may submit a verification Work Request to Iron Mountain for one of more of the Services defined in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor if needed to provide such Services. (d) Beneficiary warrants that Iron Mountain's use of any materials supplied by Beneficiary to perfbrm the verification Services described in Exhibit A is lawful and does not violate the rights of any third parties. 4, Iron Mountain Responsibilities. (a) Iran Mountain agrees to use commercially reasonable efforts to provide the Services requested by authorized Depositor and Beneficiary representatives in a Work Request. Iron Mountain may reject a Work Request (in whole or in part) that does not contain all Required Information at any time upon notification to the Party originating the Work Request. (b) Iron Mountain will conduct a deposit inspection upon receipt of any Deposit Material and associated Exhibit B. if Iron Mountain determines that the Deposit Material does not match the description provided by Depositor represented in Exhibit B attached hereto, Iron Mountain will provide Depositor with notice by electronic mail, telephone, or regular mail of such discrepancies. Iron Mountain will work directly with the Depositor to resolve any such discrepancies prior to accepting Deposit Material, Iron Mountain will provide Depositor with notice from time to time during the first ninety (90) days from the Effective date as a reminder that submission of initial Deposit Material is required. Iron Mountain may also send notices every ninety (90) days thereafter to Depositor and/or Beneficiary related to Deposit Material activity if such Services are requested in a Work Request. (c) Iron Mountain will provide notice by electronic mail, telephone, or regular mail to the Beneficiary of all Deposit Material that is accepted and deposited into the escrow account under this Agreement, (d) Iron Mountain will work with a Party who submits any verification Work Request for Deposit Material covered under this Agreement to either fulfill any standard verification Services Work Request or develop a custom Statement of Work ("SOW"), Iron Mountain and the requesting Party will mutually agree in writing to a SOW on the following terms and conditions that include but are not limited to; description of Deposit Material to be tested; description of verification testing; requesting Party responsibilities; Iron Mountain responsibilities; Service Fees; invoice payment instructions; designation of the Paying Party; designation of authorized SOW representatives for both the requesting Party and Iron Mountain with name and contact information; and description of any final deliverables prior to the start of any fulfillment activity. After the start of fulfillment activity, each SOW may only be amended or modified in writing with the mutual agreement of both Parties, in accordance with the change control procedures set forth therein. (e) Iron Mountain will hold and protect all Deposit Material in physical and/or electronic vaults that are either owned or under the direct control of Iron Mountain, (f) Iron Mountain will permit the replacement and/or removal of previously submitted Deposit Material upon Work Request that may be subject to the writtenjoint instructions of the Depositor and Beneficiary, (g) Iron Mountain will strictly follow the procedures set Forth in Exhibit C attached hereto to process any Beneficiary Work Request to release Deposit Material. S, Payment. The Paying Party shall pay to Iron Mountain all fees as set forth in the Work Request form attached hereto as Exhibit A ( "Service Fees "), Except as set forth below, all Service Fees are due to Iron Mountain within thirty (30) calendar days from the date of invoice in U.S. currency and are non - refundable. Iron Mountain may update Service Fees with a ninety (90) calendar day written notice to the Paying Party during the Term of this Agreement. The Paying Party is liable for any taxes related to Services purchased under this Agreement or shall present to Iron Mountain an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. Any Service Fees not collected by Iron Mountain when due shall bear interest until paid at a rate of 1.25% per month (15% per antrum) or the maximum rate pernotted bylaw, whichever is less. Delinquent accounts maybe referred to MA3. 100105 NA Page 2 of 16 25B -128 a collection agency at the solo discretion of Iron Mountain, Notwithstanding, the non - performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or this Agreement, Iron Mountain is entitled to be paid all Service Fees that accrue during the Term of this Agreement. All Service Fees will not be subject to offset except as specifically provided hereunder. 6. Term and Terminah'orl. (a) The initial "Perm" ofthis Agreement is for a period of one (1) year from the Effective Date and will automatically renew for additional one (1) year Terms and continue in full force and effect until one of the following events occur: (i) Depositor and Beneficiary providejoint written instructions of their intent to cancel this Agreement within sixty (60) days to Iron Mountain; (ii) Beneficiary provides a sixty (60) day written notice regarding cancellation of this Agreement to both Depositor and Iron Mountain; or (iii) Iron Mountain provides a sixty (60) day written notice to the Depositor and Beneficiary Authorized Persons that it can no longer perform the Services under this Agreement. (b) In the event this Agreement is terminated under Sections 6(a)(i) or 6(a)(ih) above, Depositor and Beneficiary may provide Iron Mountain with joint written instructions authorizing Iron Mountain to forward the Deposit Material to another escrow company and/or agent or other designated recipient. If Iron Mountain does not receivejoint written instructions within sixty (60) calendar days after the date of the notice of termination, Iron Mountain shall return or destroy the Deposit Material.. (c) In the event of the nonpayment of Service Fees owed to Iron Mountain, Iron Mountain shall provide all Parties to this Agreement with notice by electronic mail and/or regular mail. Any Party to this Agreement shall have the right to make the payment to Iron Mountain to cure the default. If the past due payment is not received in full by Iron Mountain within thirty (30) calendar days of the date of such notice, then Iron Mountain shall have the right to terminate this Agreement at any time thereafter by sending notice by electronic mail and/or regular mail of termination to all Parties. Iron Motutain shall have no obligation to take any action under this Agreement so long as any Iron Mountain invoice issued for Services rendered under this Agreement remains uncollected. 7. Generalludemnity. Each Party shall defend, indemnity and hold harmless the others, their corporate affiliates. anti their respective officers, directors, employees, and agents and their respective successors and assigns from and against any and all claims, losses, liabilities, damages, and expenses (including, without limitation, reasonable allomeys' fees), arising under this Agreement from the negligent or intentional acts or omissions of the indemnifying Party or its subcontractors, or the officers, directors, employees, agents, successors and assigns of any of them. g. Warrant €es. (a) Iron Mountain. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY MUST NOTIFY IRON MOUNTAIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTY'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE FEES PAID TO IRON MOUNTAIN BY PAYING PARTY FOR SUCH NON- CONFDRM NG SERVICES, THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN SECTION l I HEREIN. (b) Depositor. Depositor warrants that all Depositor Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Depositor Information during the Tenn of this Agreement, (c) 8enefic.ii- Beneficiary warrants that all Beneficiary Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Beneficiary Information during the Term of this Abneement. 9. Insurance. Iron Mountain shall, at its solo cost and expense, throughout the term of this Agreement, procure and maintain in full force and effect, the following insurance coverage, with an insurance carrier that is rated B+ or better by A.M. Best. MA3. 100105 NA 25B -129 Page 3 of 16 TYPE OFINSI"CE Covnnnae AarooPrr TYpSoFIN$I)aANCE COVERAGE Am IT General Liability $2,000,000 General Aggregate I Crime Insurance $2,000,000 Each Occurrence General Liability $1,000,000 Each Occurence Umbrella Coverage $5,000,000 General Aggregate Professional Liability $1,000,000 Each Occurrence All certificates of insurance shall name the Parties as additional beneficiaries with respect to General Liability coverage, All certificates of insurance shall require that the Parties be provided with advance written notice of cancellation of the stated coverage, and Iron Mountain shall request that its insurer use its best efforts to provide at least thirty (30) days' advance written notification of such cancellation. 10, Confidential Information. Iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit Material. Except as provided in this Agreement Iron Mountain shall not disclose, transfer, make available or use the Deposit Material, Iron Mountain shall not disclose the terms of this Agreement teary third Party. If Iron Mountain receives a subpoena or any other order from a court or otherjudicial tribunal pertaining to the disclosure or release of the Deposit Material, Iron Mountain will immediately notify the Parties to this Agreement unless prohibited by law. It shall be the responsibility of Depositor and/or Beneficiary to challenge any such order; provided, however, that Iron Mountain does not waive its rights to present its position with respect to any such order. Iron Mountain will not be required to disobey any order from a court or otherjudicial tribunal, including, but not limited to, notices delivered pursuant to Section 13(g) below. 11. Limitation of Liability, NOTWITHSTANDING ANYTHING ELSE IIEREIN, ALL LIABILITY, IF ANY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OR OWED TO IRON MOUNTAIN UNDER THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN RELATION TO A SPECIFIC DEPOSIT OR DEPOSITS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO SUCH DEPOSI'T'S. THIS LIMIT SHALL NOT APPLY TO ANY PARTY FOR; (I) ANY CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT; (I1) LIABILITY FOR DEATH OR BODILY INJURY; (111) DAMAGE TO TANGIBLE PROPERTY (EXCLUDING THE DEPOSIT ITEMS); (IV) THEFT; OR (V) PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, 12, Conseaueutial Darpapes Waiver. IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA OR INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWIS E EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR MORE PARTIES. (a) Incoyporation of Wg-rk R , quests. All Depositor and/or Beneficiary Work Requests are incorporated into this Agreement. Any Work Requests submitted for an additional deposit account ( "Auxiliary Deposit Account ") will be incorporated by reference into this Agreement and governed by the same terms and conditions that govern the initial deposit account ( "Initial Deposit Account "), (b) Purchase Orders, The terns and conditions of this Agreement prevail regardless of any conflicting or additional terms on any Purchase Order or other correspondence for any Initial Deposit Account or Auxiliary Deposit Account, Any contingencies or additional terms contained on any Purchase Order are not binding upon Iron Mountain. All Purchase Orders are subject to approval and acceptance by Iron Mountain, (c) Right to Make Conies. Iron Mountain shall have the right to make copies of all Deposit Material as reasonably necessary to perform this Agreement, Iron Mountain shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on Deposit Material onto any copies made by Iron Mountain. Any copying expenses incurred by Iron Mountain as a result of a Work Request to copy will be borne by the Party requesting the copies. Iron Mountain may request Depositor's reasonable cooperation in promptly copying Deposit Material in order for Iron Mountain to perform this Agreement. (d) Choice of Law. The validity, interpretation, and perf'omiance of this Agreement shall be coutrolled by and construed under the laws of the State of California, United States of America, as if perfonmed wholly within the state and without giving effect to the principles of conflicts of laws. MA3- 100105 NA Pago 4 of 16 25B -130 (e) t to Re y„pn 1_n!mctio U. Iron Mountain may act in reliance upon any instruction, instrument, or signature reasonably believed by Iron Mountain to be genuine. Iron Mountain may assume that any employee of a Party to this Agreement who gives any written notice, request, or instruction has the authority to do so. Iron Mountain will not be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document, Iron Mountain shall not be responsible for failure to act as a result of causes beyond the reasonable control of Iron Mountain. (f) Force Maieure. Except for the obligation to pay monies due and owing, no Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, acts of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day -to -day basis for the time period equal to the period of the excusable delay. (g) Notices, All notices regarding Exhibit C shall be sent by commercial express mail. All other correspondence, including invoices, payments, and other documents and communications, shall be sent by (i) electronic mail; (ii) via regular mail to the Parties at the addresses specified in the Authorized Persons/Notices Table which shall include the title(s) of the individual(s) authorized to receive notices; or (iii) via the online portal maintained at the Iron Mountain Website. It shall be the responsibility of the Parties to notify each other as provided in this Section in the event of a change of physical or e-mail addresses. The Parties shall have the right to rely on the last known address of the other Parties. Any correctly addressed notice or last known address of the other Parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission of the Party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by electronic mail, the postal authorities by mail, through messenger or commercial express delivery services, (h) No Waiv . No waiver of rights under this Agreement by any Party shall constitute a subsequent waiver of this or any other right under this Agreement. (i) Assignment. No assignment of this Agreement by Depositor and/or Beneficiary or any rights or obligations of Depositor and/or Beneficiary under this Agreement is permitted without the written consent of Iron Mountain, which shall not be unreasonably withheld or delayed. Q) Severabihty. In the event any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by ally court of competentjurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired for either Party, as determined by such Party in its sole discretion, then the affected Party may terminate this Agreement by notice to the others. (k) Independent Contra�nshl,B. Depositor and Beneficiary understand, acknowledge, and agree that Iron Mountain's relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, or employment relationship. (1) Atto e s Fees. In any suitor proceeding between the Parties relating to this Agreement, the prevailing Party will have the right to recover from the uther(s) it's costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in suchjudgment. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any suchjudgment. (m) No Agency, No Party has the right or authority to, and shall not, assume or meate any obligation of any nature whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever. (n) Disputes. Any dispute, difference or question relating to or arising among any of the Parties concerning the construction, meaning, effect or implementation of this Agreement or any Party hereof will be submitted to, and settled by arbitration by a single arbitrator of the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association. Unless otherwise agreed by the Parties, arbitration will take place in San Diego, California, U.S,A.. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by regular mail or by commercial express mail, to the attorney for the Party or, if unrepresented, to the Parry at the last known business address. If however, Depositor and/or Beneficiary refuse to submit to arbitration, the matter shall not be submitted to arbitration and Cron Mountain may submit the matter to any court of competent jurisdiction for an intetpleader or similar action. Unless adjudged otherwise, any costs of arbitration Incurred by Iron Mountain, including reasonable allumey's fees and costs, shall be divided equally and paid by Depositor and Beneficiary. (o) Regulations. All Parties are responsible for and warrant - to the extent of their individual actions or omissions - compliance with all applicable laws, rules and regulations, including but not limited to: customs laws; import; export MA3. 100105 NA Pago 5 of 16 25B -131 and re -export laws; and government regulations of any country from or to which the Deposit Material may be delivered in accordance with the provisions of this Agreement, (p) Cgkmteroarts, This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument, (q) Survival. Sections 6 (Tern and Termination), 7 (General Indemnity), 8 (Warranties), 10 (Confidential Info rnation), I I (Limitation of Liability), 12 (Consequential Damages Waiver), and 13 (General) of this Agreement shall survive termination of this Agreement or any Exhibit attached' hereto. NOTE; SIGNATURE BLOCKS, AUTHORIZED PERSONS/,NOTICES TABLE, AND BILLING CONTACT INFORMATION TABLE FOLLOW ON THE NEXT PAGE MA3. 100105 NA 25B -132 Page 6 of 16 The Parties agree that this Agreement is the complete agreement between the Parties hereto concerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the Parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement. This Agreement may only be modified by mutual written agreement of the Parties. Note: If contracting electronically via the online portal, clicking the 1 Accept" button displayed as part of the ordering process, evidences ❑ "Depositor's" or [] "Benetlelary's" agreement to the preceding tents and conditions (the "Agreement "). If you are entering into this Agreement via the online portal on behalf of e company or other legal entity, Yet' represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the "I Decline" button. CHOOSE ONE: 27 DEPOOSITOR or [j BENEFICIARY I,Y� 1A r,.. . SIGNATURE: _ I I y PRINT NAME: Chris topherD.Maloney TITLE: President and CEO DATE: , lr -.I p EMAILADDRESS chrls.maloncy @Ditech.cOm IRON MOUNTAIN INTELLECTUAL PROPERTY MANA, GEMENT, INC. SIGNATURE: _ Roxanne Lerner PRINT NAME: ' TITLE: TvH,E: DATE: 9860 Mesa Rim Road EMAILADDRESS: I liLne(in&,,Sts(ir,iroginouiitain. oin AUTHORIZED PERSONS) /NOTICES TABLE Please provide the name(s) and contact information of the Authorized Person(s) under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth helnw. PRINTNAME: Roxanne Lerner TITLE: PRIN'r NAME: EMAMADImiess TvH,E: Contracts & Proposals Mgr_ 9860 Mesa Rim Road TITLE: Son Diego, CA GMAILADURESS roxanne.lerner @trnech.com PRONE NUMaER EMAILADDRESS FAx NUN!L R STREET ADDRESS t 9860 Mesa Rim Road STREET ADDRESS I PROVINCE /CII VJSTATE San Diego, CA PROVINCE /CITY /STATE POSTAL/ZIP CODE 92121 POSTALiZIP CODE PHONE NUMBER 858.799.7372 PHONLNUOmER FAXNUMDER 858.799:7015 FAx NUMBER BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent electronically and /or through regular mail to the appropriate address set forth below. PLANT NAME: Roxanne Lerner TITLE: CDRtrfletx & Proposals Mgr. EMAMADImiess roxanne.ICr11er @tritech.eom STREET ADDRESS 1 9860 Mesa Rim Road PROVINCE/CITV /STATE Son Diego, CA POSTAUZlr CODE 92121 PRONE NUMaER 858.799.7372 FAx NUN!L R 658.799.7015 IRON MOUNTAIN INTELLECTUAL, PROPERTY MANAGEMENT, INC. Approved as to Operational Coatem: Iron Moontatn Operations 1 ..... AUstLLh,R-. Name: Karen Gusmye Contracts Adodolstratar Date: July14.E006 All notices should be sent to iplmcorlttectstiuiromnorluUlincOnr OR Iron Mountain, Attn: Contract Administration, 2100 Norcross Parkway, Suite 15 cross, Get), Nororgia, 30071, USA, MA3- 100105 NA Page 7 of 16 25B -133 u� f V O a c l CL ,4pv da d 6 a �� v� o ei��' C CS d Q VI V S z ❑d ❑ ❑F ❑Ud ❑h dFU ¢hf, ❑ ❑,� ❑ ❑ ❑a t 25B -134 e b a W 3 w 4s7 A °5 v •� L o � � a m w. 0 a« C � � a e` Cw . m o a a N C � T � w o " i o � y' a a e c e� �; ropo b0 W 4 � „ a 4 pnE 6 2 f w V W 5 F W a QO WY W e a a c :s m ° a Y s 0 a q A a v 6 v m S Q v cN ae ea �y V y m o �w e v C 4 C •� O a= a v a� b n a"7 � W N W a, O Y C d 3Y 6 k � 4w O o. d Z O ❑ ❑ ❑ ❑ ❑ 0 0 L L qq ❑ aq W O O O O O O O O y 4 O O p z yyo 4 p� z w ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ E° y�W o o d d Q Q Q Q qqw v v v v G7 17.t V V z y U U a V Vey° u u z z z 3 _• • •c E # # � � � � � � � 5 . .g � � � � E E d d a a7 ? "8 ' ' GEpy�p m e o 5 a w$ d d o .55 m e o 5 aT w oa . z J J� � a� i a a�� C z �S.. a 5g a ad � �4, � �e a a Y Y l li2g i i $ y Sa �3 � ' � �9, � � 3 3 ^ a u p �.� � �.��^ _ a3...�o � � k `mod '�' = .—°-o � ^ •fig a p � 2 � � � � _�. a k ` "r." R R �.' S P°. 4 g g � ° ° 7. 6 6L ` `tl •� � ° ° S � E Ei is $ $N c c ° ° E ' S � E • e ' .00 . L a .. o Cam [ ['s Q o C� y Ll y l ❑ 25B -134 e b a W 3 w 4s7 A °5 v •� L o � � a m w. 0 a« C � � a e` Cw . m o a a N C � T � w o " i o � y' a a e c e� �; ropo b0 W 4 � „ a 4 pnE 6 2 f w V W 5 F W a QO WY W e a a c :s m ° a Y s 0 a q A a v 6 v m S Q v cN ae ea �y V y m o �w e v C 4 C •� O a= a v a� b n a"7 � W N W a, O Y C d 3Y 6 k � 4w O o. d Z O VERIFICATION SERVICES OPTIONS 1. File Comparison and Analysis. I.I. This series of verification tests provides insight into whether the materials that have been deposited have basic information in a form that allows for additional testing to be performed. These tests detect errors that often inhibit effective use of the escrow deposit. 1.2, Steps include: Analyzing deposit media readability, file listing, creation of file classification table, virus scan, assurance of completed deposit questionnaire, analysis of completed deposit questionnaire. 1.3, Deliverables: At completion of testing, Iron Mountain will distribute a report to all parties detailing Iron Mountain's results. This report will include readability results, file listing, file classification table(s), virus scan results, completed deposit questionnaire, and an analysis of the completed deposit questionnaire. 2. Deposit Compile Test, 2.1. This series of tests includes a standard effort to compile the Deposit Material and build executable code. 2.2. Steps include: Analyzing deposit media readability, rile listing, creation of file classification table, virus scan, assurance of completed deposit questionnaire, analysis of completed deposit questionnaire, recreating the Depositor's software development environment, compiling source files and modules, linking libraries and recreating executable code, pass /fail determination, creation of comprehensive build instructions. 2.3, Deliverables: Iron Mountain will provide a report detailing the steps necessary to recreate the software/hardware development environment, problems encountered with testing, and Iron Mountain's analysis of the deposit. In addition, the report will list required software development materials, including, without limitation, required source code languages and compilers, third -Party software, libraries, operating systems, and hardware, as well as Iron Mountain's analysis of the deposit. When identifying materials required to re- create Depositor's software development environment, Iron Mountain will rely on information provided in Depositor's completed questionnaire (obtained via a Iron Mountain verification representative) and/or information gathered during Iron Mountain's testing experience. 2.4. Deposit Usability Test. 2.5. This series of tests includes testing the functionality of the compiled Deposit Material (in a production setting or similar environment) and can be accomplished through one of the following two options: 2.5.1, Binary Comparlson — a comparison of the files built from the Deposit Compile Test to the actual licensed technology on the customer's site to ensure a full match in file size. 2.5.2. Full Usability zest — a confirmation that the built applications work properly when installed. 2.5.3. Services may be provided by Iron Mountain or individuals or organizations employed by or under contract with Iron Mountain, at the discretion of Iron Mountain. MAO- 100905 NA 25B -135 Page 9 of 16 COMPANY NAME; DEP09['r NAME EXHIBIT $ DEPOSIT MATERIAL DEBCRIpnm ACCOUNT NUMBER: Amu DEPOSIT VERSION _ (Deposit Name will appear in account history reports) DEPOSIT MEDIA (PLF.AsE LABEL ALL MEDIA wITn TH6 DEPOSIT NAME PROVIDED ABOvr) MEDIATY'PE, QUANTOY iI OP ES MEWItTYPE QUANTITY [] CD -ROM/ DVD EMAIL ADDRESS: _ ❑ Other (please describe below): ❑ 3.5" Floppy Disk ❑ DLT Tape ❑ Documentation ❑ DAT Tape ❑ Hard Drive! CPU q Chcnit Board DEPOSIT ENCRYPTION (Please check either "Yes" or "No" below and complete as appropriate) Is the media or are any of the files encrypted? []Yes or ❑ No If yes, please Include any passwords and decryption tools description below. Please also deposit all necessary encryption software with this deposit. Encryption tool no Hardware required Software required Other required infc Version DEPOSIT CERTIVICATION (Please check the box below to Certify aid Provide your Contact Infonnation) ❑ I certify For Depositor that the above described Deposit Material has been transmitted electronically or sent via connnercial express mail carrier to Iron Mountain at the address below. TOTAL 8426 of TRANSl1ASSlo s (SPECtIy IN amq iI OP ES #OF EOLOER9 ❑ Internet File Transfer DATE: EMAIL ADDRESS: _ ❑ Other (please describe below): TELEPHONE NUMBER; DEPOSIT ENCRYPTION (Please check either "Yes" or "No" below and complete as appropriate) Is the media or are any of the files encrypted? []Yes or ❑ No If yes, please Include any passwords and decryption tools description below. Please also deposit all necessary encryption software with this deposit. Encryption tool no Hardware required Software required Other required infc Version DEPOSIT CERTIVICATION (Please check the box below to Certify aid Provide your Contact Infonnation) ❑ I certify For Depositor that the above described Deposit Material has been transmitted electronically or sent via connnercial express mail carrier to Iron Mountain at the address below. ❑ [ran Mountain has inspected and accepted the above described Deposit Material either electronically or physically. Iran Mountain will notify Deposltor of any di e ancies. NAME: NAME: DATE: DATE: EMAIL ADDRESS: TELEPHONE NUMBER; FAX NUMBER: Note If Depositor is physically sending Deposit Material to iron Mountain please label all media and mall all Deposit Material with the aunroorlato Exhibit B via commercial express carrigf to thef'ol),QWiOz address: Iran Mountain Intellectual Property Management, 1110. Attu Vault Administration 2100 Norcross Parkway, Suite 150 Norcross, GA 30071 Telephone: (770) 239 -9200 Facsimile: (770) 239-9201 MA3- 100106 NA 25B -136 Page 10 of 16 EXHIBIT C RELEASE OR DEPOSIT MATERIAL Deposit Account Number: l 6i 1 Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. 1. Release Conditions. Depositor and Beneficiary agree that Iron Mountain will provide notice via commercial express mail to the Depositor if a Beneficiary under this Agreement submits a Deposit Material release Work Request based on one or more of the following conditions (defined as "Release Conditions "); (t) Broach of the License Agreement by the Depositor for the Deposit Material covered under this Agreement; or (it) Failure of the Depositor to function as a going concern or operate in the in the ordinary course; or (iii) Depositor is subject to voluntary or involuntary bankruptcy. 2. Release Work Request, A Beneficiary may submit a Work Request to Iron Mountain to release the Deposit Material covered under this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Request within five (5) business days to the authorized Depositor representative(s). 3. Contra +Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement, Depositor representatives) shall have ten (10) business days to deliver to Iron Mountain contrary instructions ( "Contrary Instructions "). Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Contrary instructions shall be an company letterhead and signed by an authorized Depositor representative. Upon receipt of Contrary Instructions, Iron Mountain shall send a copy to an authorized Beneficiary representative by commercial express mail. Additionally, Iron Mountain shall notify both Depositor representative(s) and Beneficiary representative(s) that there is a dispute to be resolved pursuant to the Disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending (I) joint instructions from Depositor and Beneficiary that accept release of Deposit Material; or (it) dispute resolution pursuant to the Disputes provisions of this Agreement; or (,Iii) receipt of an order from a court of competent jurisdiction. 4. Release of Deposit Material, If Iron Mountain does not receive Contrary Instructions from an authorized Depositor representative, Iron Mountain is authorized to release Deposit Material to the Beneficiary or, if more than one Beneficiary is registered to the deposit, to release a copy of Deposit Material to the BenefMary, Iron Mountain is entitled to receive any uncollected Service fees due Iron Mountain from the Beneficiary before fulfilling the Work Request to release Deposit Material covered under this Agreement. This Agreement will terminate upon the release of Deposit Material held by Iron Mountain. 5. Right to Use Following Release. Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefits afforded to Beneficiary by the License Agreement. Notwithstanding, the Beneficiary shall not have access to the Deposit Material unless there is a release of the Deposit Material in accordance with this Agreement. Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Material, MA3-100105 NA 25B -137 Pagel 1 of 16 EXHIBIT D AUXILIARY DEPOSIT ACCOUNT TO MASTER ESCROW AGREEMENT (NOTE: To BE COMPLETED ONLY IP DEPOSITOR ESTABLISHED A MASTER ESCROW AGREEMENT) Master Deposit Account Number: Auxiliary Account ( "Depositor ") has entered into a Master Escrow Agreement with Iron Mountain Intellectual Property Management, Inc. ( "Iron Mountain "). Pursuant to that Agreement, Depositor may deposit certain Deposit Material with Iron Mountain. Depositor desires that new Deposit Material be held in a separate account and be maintained separately from the initial account, By execution of this Exhibit D, Iron Mountain will establish a separate account for the new Deposit Material. The new account will be referenced by the following name: , Depositor hereby agrees that all terms and conditions of the existing Master Escrow Agreement previously entered into by Depositor and Iron Mountain will govern this account. The termination or expiration of any other account of Depositor will not affect this account. CHOOSE ONE: [J DEPOSITOR or © BENEFICIARY IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: SIGNATURE: PRINT NAME: PRINT NAME: _._...�.___.. TITLE: TITLE: DATE: DATE: EMAIL ADDRESS ..._�.m.._ EMAIL ADDRESS: illmemrhraete falirOnnlelmtnie.culD AUTHORIZED PERSON(S)INOTICEs TABLE Please provide the name(s) and contact information of the Authorized Person(s) under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth below. PRINT NAME; PRINT NAME: ^�^ TITLE: TITLE: �— EMAIL ADDRESS EMAIL ADDRESS S'TREE r ADDRESS I STREET ADDRESS I PROVINCE /CITY /STATE PROVINCE/CITY /STATE ...... ..._ POSTALIZIP CODE POSTALIZIP CODE PHONENUMBER PRONENUMDER FA.x NuMaER� FAx NUMnER MA3. 100105 NA 25B -138 Page 12 of 16 EXHIBIT E ENROLLMENT FORM Deposit Account Number: Depositor, Beneficiary and Iron Mountain Intellectual Property Management, Inc, ( "Iran Mountain "), hereby acknowledge that is the ❑ "Depositor" or ❑ "Benetletary" referred to in the Escrow Agreement that supports Deposit Account Number: with Iron Mountain as the escrow agent and is the ❑ Depositor or ❑ Beneficiary enrolling under this Agnmir ent, ❑ "Depositor" or ❑'Bchefiehlry" hereby agrees to be bound by all provisions of such Agreement. BENEFICIARY COMPANY NAME: AUTHORIZED PERSON(s) /NOTICES TABLE Please provide the nante(s) and contact information of the Authorized Person(s) under this Agreement. AB Notices ruin be sent electronically and /or through regular mail to the appropriate address set forth below. Please complete an Information as applicable. Incomplete information may result in a delay of processing. PRINT NAME: PRINT NAME; TITLE: TITLE: EMAIL A IBRESS EMAILADDRESS STREET ADDRESS STREET ADDRESS PROVINC6/CITY /STATE PROVINCE /CITY /STATE POSTAIJZIP CODE POSTAUZIP CODE PRONE NUMBER PHONENUMBER FAXNUMBER FAX NUMBER 4 PAYING PARTY COMPANY NAME: BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices win be sent to this individual at the address set forth below. PRINT NAME: TITLE:.. EMML ADDRESS STREET AmotEss I PROVINCE /CITY /STATE �.m.�.�....�_ POSTAIJZIP CODE PHONENuMeER FAX NUMBER IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. All notices should be sent to iprrleonrraetsluiirernm urltain.com OR Iron Mountain, Attn: Contract Administration, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA. MA3- 100105 NA NOTE: SIGNATURE BLOCKS FOLLOW ON THE NEXT PAGE 25B -139 Page 13 of 16 DEPOSITOR BENEFICIARY IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: PRINT NAME: TITLE: DATE: EMAILAPDRESS; imucnnGrnetnCa�irnmm�unCuinsolD MA3- 100105 NA 25B -140 Page 14 of 16 SIGNATURE: SIGNATURE: PRINT NAME: PRCNTNAME: TITLE: TITLE: DATE: DATE: EMAILAPDRESS EMAIL Avu mss: IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: PRINT NAME: TITLE: DATE: EMAILAPDRESS; imucnnGrnetnCa�irnmm�unCuinsolD MA3- 100105 NA 25B -140 Page 14 of 16 EX1411311, Q 1 SC:RO \V DE POSITQuSTtONN,xrRl? buroduc Lion From time to time, technology escrow beneficiaries may exercise their right to perform verification services. This is a service that Iron Mountain provides for the purpose of validating relevance, completeness, currency, accuracy and functionality of deposit materials. Purpose q /'Questienruure In order for Iron Mountain to determine the deposit material requirements and to quote fees associated with verification services, a completed deposit questionnaire is requested. It is the responsibility of the escrow depositor to complete die questionnaire. flzslruedons Please complete the questionnaire in its entirety by answering every question with accurate data. Upon completion, please return the completed questionnaire to the beneficiary asking for its completion, or e -mail it to Iron Mountain Intellectual Property Management to the attention of Shane Ryan at sharrer3 an(q ironrrsau>rtuin.cour. Escrow Depo,sir Ortesdonnuire General Description 1, What is the general function of the software to be placed into escrow? 2. On what media will the source code be delivered? 3. What is the size of the deposit in megabytes? Requirements for the Execution of the Software Protected by the Deposit 1, What are the system hardware requirements to successfully execute the software? (memory, disk space, etc.) 2. How many machines are required to completely set up the software? 3, What are the software and system software requirements, to execute the software and verify correct operation`! Requirements for the Assembly of the Deposit 1. Describe the nature of the source code in the deposit. (Does the deposit include interpreted code, compiled source, or a mixture? How do the different parts of the deposit relate to each other ?) 2, How many build processes are there? 3. How many unique build environments are required to assemble the material in the escrow deposit into the deliverables? 4. What hardware is required for each build enviromnent to compile the software? (including memory, disk space, etc,) MA3- 100105 NA 25B -141 Page 15 of 16 5. What operating systems (including versions) are used during compilation? Is the software executed on any other operating systems /version? 6. How many separate deliverable components (executables, share libraries, etc.) ae built? 7. What compilers /linkers /other tools (brand and version) are necessary to build the application? 8, What, if any, third -parry libraries are used to build the software? 9. How long does a complete build of the software take? How much of that time requires some form of human interaction and how much is automated? 10. Do you have a formal build document describing the necessary steps for system configuration and compilation? 11. Do you have an internal QA process? Ipso, please give a brief description of the testing process. 12. Please list the appropriate technical person(s) Iron Mountain may contact regarding this set of escrow deposit materials. Please provide your contact injorination below: Name: Telephone: Company: Address: City, State Country: E-mail; Code For additional information about Iron Mountain Technical Verification Services, please contact Shane Ryan at 978. 667 -3601 ext.100 or by e -mail at mallto: stfanervun(ir:ironmountain. corn. MA3- 100105 NA IVW)V. irolon o untail .Coin 25B -142 Page 16 of 16 ADDENDUM C SUBCONTRACTOR WARRANTY, SUPPORT AND MAINTENANCE AGREEMENTS (ATTACHED) Not applicable to this Project. Santa Ana System Purchase and Support Agreement Copyright © 20L5 TriTech Software Systerns Unpublished: Rights reserved wider Cho copyright Taws o[ the United States Pago 51 of 104 25B -143 �Il• III II iv, I�7 SUBCONTRACTOR LICENSE AGREEMENTS (ATTACHED) Not applicable to this Project. Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished. Rights reservod under the copyright laws of the United States Page 52 of 104 25B -144 ADDENDUM E TRITECH SOFTWARE SUPPORT TERMS TABLE OF CONTENTS 1.0 DEFINITIONS., .... ........................ -.- ...... ................................................... 1.- 2 2.0 TERM AND TERMINATION ......................................... --..,. ..............................2 3,0 SUPPORT FEE(S) ................. --- ... .................................... ...,..,,,..,,,,,.,............ 3 4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE OF CONDUCT., ........................................ ....................................................... --- 4 5.0 SOFTWARE ERROR CORRECTION .................................. ............................... 4 6.0 SOFTWARE UPDATES ........................................................ ..............................5 7.0 LIMITATIONS-- .... -- .................................................................... ................ 5 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE ,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,, „ .......................... 7 9.0 LIMITATION OF LIABILITY .................................................. ..............................8 10.0 SEVERABILITY .................................................................... ..............................8 11.0 FORCEMAJEURE /EXCUSABLE DELAY ........................... ..............................8 12.0 CONSTRUCTION AND HEADINGS....... ......................................................... -8 13.0 WAIVER ................................................................................ ..............................9 14.0 ENTIREAGREEMENT ......................................................... ..............................9 15,0 APPLICABLE LAW .............................................................. ..............................9 16.0 ASSIGNMENT ...................................................................... ..............................9 17.0 NOTICES..,,,.,, ..................................... - ............. - ............................ I ...... ... -10 16.0 MODIFICATIONS ................................................................ .............................10 EXHIBITA ...................................................................................... ..............................1 EXHIBITB ...................................................................................... ..............................1 EXHIBITC ..................................................................................... .............................12 Santa Ana System Purchase and Support Agreement— Addendum Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 24 25B -145 A. WHEREAS, TriTech and Client have entered into System Purchase and Support Agreement dated , 2015 (the "Agreement "); and 13. WHEREAS, this Addendum E provide the terms and conditions and is entered into to provide Software Support for the TriTech Software on an annual basis as further defined herein, subject to annual renewal for additional twelve month periods thereafter; and C. WHEREAS, during the initial term of this Addendum E, TriTech, shall act as the Prime Contractor for maintenance of the System and shall provide the single point of contact with the Client as further defined herein; NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained herein, TriTech and Client agree as follows: 1.0 DEFINITIONS 1.1 All capitatized terms used in this Addendum and not otherwise defined herein shall have the meanings given them in Addendum H of the Agreement, which section is incorporated by reference herein as though set forth in full. 2,0 TERM AND TERMINATION 2.1 The initial term of Software Support services provided under this Addendum shall begin coincident with first Subsystem Acceptance as defined in Section 10.3 of the Agreement 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, Provided that notice of termination has not been provided in accordance with section 2.3 below, on or before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Notice for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client. 2.2 Following the initial term of this Addendum, either party shall have the option, upon prior written notice as provided in this section, to terminate support and maintenance for applicable Subcontractor Software which is provided through TriTech as the Prime Contractor. In such event the Client shall enter directly into Support Agreement(s) with the individual Subcontractor(s). In order to provide continuity of support, either party shall notify the other party at least ninety (90) days prior to the end of the initial term of tus Addendum of its intentions for continuation through TriTech as the Prime Contractor of support and maintenance for such Subcontractor Software. Support for Subcontractor Software if applicable tinder this Addendum . will be provided in accordance with the applicable Subcontractor's terms for support which are attached hereto at Addendum C. Santa Ana System Purchase and Support Agreement — Addendum E Copyright O 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 2 of 24 25B -146 2.3 Either party may terminate this Addendum upon written notice to the other party in the event that (i) the other party fails to comply with any material term or condition of this Addendum, provided that such failure has not been cured within thirty (30) days receipt of written notice of such failure; or (ii) the other party's business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination; or (iii) written notice of termination for convenience is provided by Client to TriTech within ninety (90) days' prior to the end of the then current support term. 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial tern of this Addendum are established based on the software licenses purchased under the Agreement. The Software Support fee for the first annual renewal term, and subsequent five (5) annual renewal terms shall be, the amount specified in Exhibit A hereto, subject to the adjustments as described in 3.2. If applicable, Software Support fees will be prorated based on the date of Subsystem Acceptance for the TriTech Software components and Interfaces. 3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate of 3 %. 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 TdTech'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 ceases to keep this Addendum in force, 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. Payment of applicable fees for any additional . services required to bring Client's system current, which fees shall be charged at TriTech's then current rates for such services, shall also be the responsibility of the Client. These services and fees must be approved by the Parties in advance of the services being delivered. 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 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one -half percent (1 -1/2 %) per month, or the highest rate permitted by law, whichever is less, from forty -five (45) days after their due date until paid. Remittance Address for Payments Only: Santa Ana System Purchase and Support Agreement — Addendum P Copyright C 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 24 25B -147 TriTech Software Systems P.O. Box 203223 Dallas, TX 75320 -3223 3.5.1 Payments may be made by check; wire transfer; or Automated Clearing House ( "ACH "). TriTech will provide banking information if Client requests to pay by wire transfer or ACH. 3.6 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 Addendum, and /or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE OF CONDUCT 4.1 TriTech will provide support services as more fully described in Addendum B. 4.2 Client shall appoint a principal point of contact with a level of knowledge of the TriTech Software and Client's computer environment to manage the reporting of Software Errors to TriTech in accordance with the Software Error Guidelines and Procedures set forth in Addendum B. 4.3 TriTech and Client shall perform their obligations under this Agreement in a professional and ethical manner, and ensure a work environment free of unlawful harassment. Issues related to this provision shall be reported in writing by the reporting party's supervisor, manager, or executive as applicable to the other party's respective counterpart for applicable resolution. 5.0 SOFTWARE ERROR CORRECTION 5.1 If, during the term of this Addendum, Client determines that Software Emor(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 promptly notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTecb. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will resolve the Software Error(s) in accordance with Exhibit B, If TriTech is unable to reproduce the Software Error at TriTech's facility, the Client will assist in the research of a support issue including logging or other diagnostic tools as provided by TriTech. TriTech will provide onsite assistance if die Client and TriTech determine that it is necessary for TriTech personnel to travel to Client's site to reproduce the error. If it is determined by TriTech and the Client that the reported error was caused by the TriTech Software, TriTech will be responsible for its travel and related expenses for the onsite visit. In the event that the Client and TriTech determine the reported error e to be the result of Equipment, Subcontractor Software or Hardware, where support for Subcontractor Software or Hardware is no longer provided under this Addendum, or System Software, or is otherwise not attributable to Santos Ana System Purchase and Support Agreemont— Addendum P, Copyright © 2015 TriTech Software Systems Unpublished: Right's reserved under the copyright laws of the United Statas Page 4 of 24 25B -148 the TriTech Software Client shall reimburse TriTech for its reasonable travel expenses incident to the on -site visit, as well as TriTech's labor related to the on -site visit at the hourly rates for technical support and engineering. If TriTech and the Client do not agree that the reported error(s) are not related to TriTech Software (e.g., related to third party items) TriTech may engage an independent third party subject matter expert to assist with the diagnosis of the error. If the error proves to be caused by TriTech's Software, TriTech will be responsible for the expenses for this diagnosis effort. If the error is not caused by TriTech's Software, the Client will be responsible for such expenses in addition to TriTech's expenses for the on -site visit, 6.0 SOFTWARE UPDATES 6.1 From time to time at TriTech's discretion, Updates to the TriTech Software and TriTech Documentation will be developed and provided to Client. All Updates to the TriTech Software and TriTech Documentation shall be subject to the terms and conditions of the Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new applications or separate modules or functions that are separately licensed and priced.) 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 general release version thereof that is offered to Client. If Client does not implement the most current general release 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 twenty -four (24) 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. 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 if 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 written instructions provided by TriTech, or by misuse or neglect. 7.33 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 loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Addendum.) 7.3.4 Problems in the TriTech Software are caused by equipment which does not Santa Ana System Purchase and Support Agreement — Addendum 6 Copyright @ 2015 TrYpech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page S or 24 25B -149 meet the configuration requirements, or Client does not maintain the site and facility as specified in the TriTech Documentation. 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 in accordance with TriTech Documentation 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 TriTech 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 practice reasonable back -up procedures for the TriTech System in accordance with TriTech Documentation. 7.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software. 73.7 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 (including but not limited to Subcontractor Software or Hardware), including but not limited to problems caused by changes in such Equipment or software. 7.4 If, at any time after installation of the System, Client desires to load on a Workstation or Server auy software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in Exhibit B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor 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. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. In such circumstances, Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Addendum, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 7.5 TriTech Software Support under this Addendum, 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 patties 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. Santa Ana System Purchase and Support Agreement — Addendum E Copyright 0 2015 TriTech Software Systems Uapublished: Rights reserved under the copyright laws or the United States Page 6 of 24 25B -150 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 Addendum. 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 CTIS system(s), NCIC and /or other local state, federal and /or other applicable systems. 8.0 EQUIPMENT, SUBCONTRAC'T'OR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 8.1 Maintenance and support for Equipment provided under the Agreement is not included under this Addendum. 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 Addendum 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 and reasonable assistance, as defined in 8.2 below, in determining the cause of 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 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, or the provisions of the applicable Subcontract support terms provided hereto at Exhibit C if continued annual support for flee applicable Subcontractor Software is provided under this Addendum as further defined herein. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Exhibit B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Thud Party Item that ueeds to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non - proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O /S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the above, TriTech is not and shall not be a party to such thud party maintenance agreements nor shall TriTech have any obligation or liability thereunder. Strata Ana System Purchase and Support Agreement— Addendum E Copyright @ 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright Laws of the United States Page 7 of 24 25B -151 9.0 LIMITATION OF LIABILITY 9.1 The total liability of TriTech for any claim or damage arising under this Addendum 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 Addendum 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, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON -USE OF THE TRITECH SOFTWARE, OR OTHERWISE RELATED TO THIS ADDENDUM, REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 10.0 SEVERABILITY 10.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Addendum is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Addendum, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Addendum so adjudged to be invalid or unenforceable. 11.0 FORCE MAJEURE/EXCUSABLE DELAY I l .l Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor, to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party's reasonable control ( "Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 12.0 CONSTRUCTION AND HEADINGS 12.1 The division of this Addendum into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. Santa Ana System Purchase and Support Agreement — Addendum E Copyright Q 20 15 TriTech Software Systcros Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 24 25B -152 13.0 WAIVER 13.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Addendum shall not constitute a present or future waiver of such provisions not the right of either party to enforce each and every provision. 13.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 14.0 ENTIRE AGREEMENT 14.1 This Addendum and its Exhibits or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Addendum and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Addendum. 15.0 APPLICABLE LAW 15.1 Except to the extent that this Addendum is governed by the laws of the United States, this Addendum shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law provisions and not including the United Nations Convention on Contracts for the International Sale of Goods if such convention would otherwise be applicable. 16.1 ASSIGNMENT 16.1 Neither party may assign this this Addendum without the prior written consent of the other party which consent shall not be unreasonably withheld. Santa Aria System Purchase and Support Agreement— Addendum G Copyright 0 2015119Tech Sorl'were Systems Unpublished: nights reserved under the copyright laws of the United States Page 9 or 2d 25B -153 17.0 NOTICES 17.1 All notices required to be given under this Addendum shall be made in writing by (i) first -class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e -mail followed immediately by first -class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) clay after overnight delivery thereof. To Client: City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza, M -69 Santa Ana, CA 92702 Attn: James Schnabl Deputy Chief To TriTech: TriTech Software Systems 9477 Waples Street, Ste. 1.00 San Diego, Calif. 92121 Attn: Christopher D. Maloney, President and CEO 18.0 Modifications 18.1 This Addendum may be modified or amended only by a writing duly executed by both Parties, Sant Ana System Purchase and Support Agreement — Addendum E Copyright (D 2015 Tt 'Mch Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 24 25B -154 0) d LL o F- F m wa N c7 X07 p N 4 � Nw v � l° N b �a a� N ° N U N N � b b � ° � w N n N N ,D q co, o N � ro `-' N O NUj U VI C4 N 'N N cri O 25B -155 w O O F N H� ¢' ro 0 3�g .p � N w U N aA � N �y Ri U � pQ w .�Oy N � N 4W cd 'i-'7 0 E p 0 b F N O O 4-i h N ro b � O N a O 05 Vh N '9 U d I �t a. w y ti v A O N uq � w b O g U y F � 9 19'. .B N �c�aa M eY I' W N N C r cm N M co 0) 0 LO co co to rn O r " 0. 0 � M � W (�7 In W CA 0�1 co O a to d O O cj } L N N v � m rn In 0 o � r g N N d d N NU) O Cd U W t0 N V' tU >- N m O 0- N N ro U N L N N C CL m � E u, aro m N (Ja y ^ N J N Q N } Y N V y W. G ❑ O a Ict C/) w ° a e E "8 v ro N ro E� Q'(n N N co m� � p 25B -155 w O O F N H� ¢' ro 0 3�g .p � N w U N aA � N �y Ri U � pQ w .�Oy N � N 4W cd 'i-'7 0 E p 0 b F N O O 4-i h N ro b � O N a O 05 Vh N '9 U d I �t a. w y ti v A O N uq � w b O g U y F � 9 19'. .B N �c�aa p p O p� Iq fQ O N ro �b o �9 2 ti R• �. O H a o ro p.ro � G H o C y G h C N o O Co O a Cw b C C y CX� 25B -156 0 I EXHIBIT B SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES (1) All TriTech Software Errors reported by Client's personnel shall be resolved as set forth below. The response and resolution plan will be based upon the Priorities and Response Matrix terms specified below by product. The Client may elect to downgrade the urgency of the issue if the operational impact is not severe. The Client may also request an upgraded response to a lower priority issue if the issue has a significant operation impact by requesting to speak to a supervisor /manager from TriTech's Customer Service Group. All TriTech Software Errors reported by Client shall be resolved as set forth below. The response time will be based upon the priority assigned by Client in accordance with the Priorities and Response Matrix. Resolution of reported Software Errors not specifically defined in the Priorities and Response Matrix will be based upon the priority jointly agreed upon by TriTech and Client based on the operational impact to Client's business operations. (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. Note (a): Critical Priority and Urgent Software Errors must be reported via telephone at the number listed in the Support Issues Priority and Response Matrix under section (9) below. If Critical Priority or Urgent Priority Software Errors are not reported via the telephone, the stated response and resolution times will not apply. Note (b): Fligh, Medium, and Lower Priority Software Errors may be reported via email to the address listed in the matrix below, or through TriTech's Support website via the Customer Service portal on TriTech's website. (3) "Normal Customer Service Hours" (Business Hours) are 7:30 a.m. through 7:30 p.m. (Central), Monday through Friday, excluding TriTech holidays. (4) The main support line will be answered by TriTech's Customer Service Department, or TriTech's answering service, depending on the time /day of the call. During Normal Customer Service Hours, a Customer Service Representative will directly answer the support telephone call. If a Customer Service Representative is not available to answer your call during Normal Customer Service Hours, the call will automatically be routed to the TriTech operator. If all Customer Service Representatives are busy, the operator will offer the option to leave a message, or in the case of a Critical Priority problem, as described below, locate a Customer Service Representative. (5) Following Normal Customer Service Hours, the call will be automatically routed to TriTech's answering service. Any calls routed to the answering service will be escalated to an on- call Customer Service Representative on -call for prompt follow -tip and resolution, if required. Santa Ana System Purchase and Support Agreement — Addendum E Copyright © 2015 TriTcch Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page I of 24 25B -157 (6) During Normal Customer Service Hours, each issue will be assigned a ticket number. This number should be used for all subsequent inquiries relating to the original reported issue. Problems reported after Normal Customer Service Hours will be logged and assigned an issue number the next business day. Enhancement requests should be emailed to support @tritech.com. (7) As more fully defined in the TriTech System Planning Document, TriTech has approved VPN (virtual private network) connectivity as the sole primary form of support connectivity for TriTech's Inform CAD, Inform Mobile, Inform Browser and related Interfaces Software. Client shall establish a dependable VPN form of access for TriTech's use in order to be supported to enable TriTech to access, diagnose, update, repair, and /or install a workaround to the system. Backup support connectivity is also required. The Client will ensure there is either reliable cellular coverage or a landline telephone in each physical area in which a Server or interface equipment is located to allow the Client's team to assist in troubleshooting. Citrix GotoAssist is utilized for remote connectivity for Inform RMS and Inform IBR. (8) Reported software errors will be responded to and resolved in accordance with the Priorities and Response Matrix in Section 9 below 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. a. If a response is not received, or a resolution is not provided in accordance with the Priorities and Response Matrix, the Client may request escalation of the issue in accordance with the TriTech Documentation. Issues may be escalated to (i) a Customer Services supervisor; (ii) the Director of Customer Services; or (iii) the Vice President Customer Services. (9) Priorities and Support Response Matrix The following priority matrix relates to software errors resulting from the TriTech Software as further defined in this Addendum. Issues related to non - covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Addendum. Santa Ana System Purchase and Support Agreement — AddendumE Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 24 25B -158 Inforin CAD, Mobile, Browser, Interfaces, and GIS Link Issue Definition and Response Matrix Priority Issue Definition - - Response Time Priority 1- 24x7 Support for live operations on the production Normal Customer Service Hours: Telephone calls Critical Priority system: A system down event which severely to 800, 987.0911 will be immediately answered impacts the ability of Users to dispatch emergency and managed by the first available representative units. This is defined as the Following: but not longer than 5 minutes. « Inform CAD, Inform Mobile, or Interfaces After Normal Customer Service Hours: Thirty (30) are down as further defined below, minute callback after client telephone contact to • Critical servers inoperative, as listed below. 800.987.091 I. « Complete interruption of call taking and /or dispatch operations Priority I issues must be called in via 800. • Loss of transactional data & data corruption 987.0911 in order to receive this level of response. This means one or more critical server components are non- functional disabling Inform CAD or Inform Mobile workstations. These Software Errors are defined below. Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows: L Inform CAA: a. The Inform CAD System is down and all workstations will not launch or function. b. The Inform CAD System is inoperable duo to transactional data cotrrrptlon caused by TriTech Software. c. The Inform CAD Reporting and Archiving Server is down and the system is configured to use the Reporting Server for dispatching functions (e. g„ Premise History). d. Law enforcement users are unable to send or receive justice queries (this priority applies if the functionality is available through no other available methods within the TriTech software). 2. Inform Mobile: a. The Inform Mobile System is down and all unit mobile devices are unable to log in or function. b. The Inform Mobile System is inoperable due to transactional data corruption caused by TriTech Software. o. Law enforcement peers are unable to send or resolve justice queries (this priority applies if the fimetionality is available through no other available methods within the TriTech software). 3. Inform Browser, and GISLink: a. There arc no Critical Priority (Priority 1) issues for these products. Santa Ana System Purchase and Support Agreement - Addendum E Copyright 9) 20t5 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 o f 24 25B -159 Priority Issue Definition^ - ., Response` Time T Priority 2 — 24x7 Support for live operations on the production Normal Customer Service Hours: Telephone calls Urgent Priority system: A serious Software Error with no to 800. 987.0911 will be answered and managed by workaround not meeting the criteria of a Critical the first available representative but notlonger than Priority, but which severely impacts the ability of 5 minutes. Users to enter incoming calls for service and /or dispatch emergency units. Such errors will be After Normal Customer Service Hours: Cue (1) consistent and reproducible. hour callback after client telephone contact to 800. 987.0911. A significant number of the Inform CAD or Inform Mobile workstations us negatively impacted by Priority 2 issues must be called in via 800. this error (e.g., does not apply to a minimal set of 987.0911 in order to receive this level of response. Inform CAD or Inform mobile workstations). These Software Errors are defined in more detail below, Santa Ana System Purchase and Support Agreement — Addendum E Copyright O 2015 T.riTsch Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 24 25B -160 ' Priority Issue Definitlim .Response Time Urgent Priority issues, meeting the previously noted criteria, are defined as follows; 1. Inform CAD: a, Inform CAD users are severely impacted due to one of the following conditions: 1. Unable to enter new requests for service via the emergency or scheduled call- taking, ii, A user is unable to verify an address from within the emergency or scheduled call - taking screen. The inability to view /edit premise or caution note information. iii. The inability to send and receive text messaging (within CAD, or CAD to Mobile). iv. The system does not perform unit recommendations, Y. Inability to assign a unit to an incident. vi. Inability to change a unit's status. vii. Inability to close an incident. viii. Inability to view incident information needed to dispatch an incident. ix. Disaster Recovery System, following a test failover is inoperable for more than one (l) business day 2. Inform Mobile: a. Inform Mobile users are severely impacted due to one of the following conditions: I. Inability to receive new requests for service from TriTech CAD. ii, Inability to view incident information needed to dispatch an incident. iii. The inability to send and receive text messaging (CAD to Mobile, or Mobile to Mobile). iv. Inability to enter a traffic stop or on -view incident. v. The inability to view premise or caution note information. vi. Disaster Recovery System, following a test fadover is inoperable for more than one (1) business day. 3. Inform CAD/Mobile Interfaces; a. An Inform CAD Station Alerting Interface is down or Inform CAD Station Alerting Interface repeatedly fails to process a station alert, as peat oP a unit assignment, or if there is a reoccurring significant delay in the interface processing a station alert as part of a unit assignment (once it is diagnosed that is not being caused by the station starting system), b. An Inform CAD Paging Interface is down. c, An interface used for personnel restoring is down. d. A CAP -to -CAD interface is down or repeatedly fails to process information into an incident, e. An Inform CAD Paging Interface repeatedly Pails to process a unit alert as part of a unit assignment. E An ANVALI interface repeatedly' fails to process information into an incident. g. An interface to an external restoring system used to logou units is dawn. In. An AVL interface fails to process updates for over 50010 of unit's, i. A mobile interface (MDT or MDC) repeatedly fails to process incident or status change information. j. A Standard CAD to External System Incident Data Transfer Interface License (RMS) is down. 4. Inform Browser: a. Inform Browser is down and no workstations are able to login (unrelated to the Customer Network) 5, 0181-ink; - There are no Urgent Priority (Priority 2) issues for this roduct. Seats Ana System Purchase and Support Agrreement— Addendum E Copyright © 2015 TriTech Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page 5 of 24 25B -161 Priority Issr>.e Definition _ Response Time Priority 3 - Normal Customer Service Hours Support: A Normal Customer Service hours: Telephone calls High Priority Software Error not meeting the criteria of a Critical to 800. 987.0911 by the first available or Urgent Priority, has a workaround available, but representative but not longer than 5 minutes after which does negatively impact the User from the initial phone call. entering incoming calls for service and /or TriTech will use commercially reasonable efforts to dispatching emergency units. Such errors will be High Priority issues may also be reported via consistent and reproducible, lflpi7ort @tritech.com. Priority 2— A significant number of Inform CAD or Inform High Priority Issues no not managed after Normal Urgent Priority Mobile workstations are negatively impacted by Customer Service Hours. this error (e.g., does not apply to a minimal set of allows the Client to resume normal operations on the workstations). production system. Priority 4 — Normal Customer Service Hours Support A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800. 987.0911 wilt be answered and managed by does not negatively impact the User from entering the first available representative. but not longer than incoming calls for service and/or dispatch 5 minutes after the initial phone call. emergency units. This includes system administrator functions. Medium Priority issues may also be reported via st�porr @Iritk1"� ',5 cwt». Medium Priority issues are not managed after Normal Customer Service Hours. Priority 5 — Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone calls Low Priority Cosmetic or Documeutation errors, including to 800, 987.091 twill be answered and manager) by Client technical questions or usability questions the first available representative but not longer than 5 minutes after the initial phone call Low Priority issues may also be reported via ,qLlppott@tritceh.com. Low Priority issues are not managed after Normal Customer Service Hours, Priority Resolution Process - Resolution Time Priority 1— TriTech will provide a procedural or configuration TriTech will work continuously (including after Critical Priority woricaround or a code correction that allows the hours) to provide the Client with a solution that Client to resume live operations on the production allows the Client to resume live operations on the system, production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification. Priority 2— TriTech will provide a procedural or configuration TriTech will work continuously (including after Urgent Priority workaround or a code correction that allows the hours) to provide the Client with a solution that Client to resume normal operations on the allows the Client to resume normal operations on the production system, production system. TYiTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification. Santa Ana System Purchase and Support Agreement— Addendum E Copyright © 20'15 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Pnge 6 of 24 25B -162 Priority ` Resolution Process .. . Resolution Time Priority 3 - TriTeoh will provide a procedural or configuration TriTech will work to provide the Client with a High Priority workaround that allows the Client to resolve the resolution which may include a workaround or ends problem. correction within a timeframe that takes into consideration the impact of the issue on the Client and TriTech's User base. Priorty 3 issues have primrity scheduling in a subsequent release. Priority 4— If TdTeoh determines that a reported Medium TriTech will work to provide the Client with a Medium Priority Priorty error requires a code correction, such resolution which may include a workaround or code issues will be addressed in a subsequent release correction in a ruture release of the software, Priority when applicable. 4 issues have no guaranteed resolution time. Priority 5 — Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues. TriTech's roadmap planning process. Additional Information: • Disaster Recovery and Training CAD/Mobile Systems do not generally qualify for after Normal Customer Service Hours support. This would change if the Production System has failed over to the Disaster Recovery System or following crest failovor it is inoperable for more than one (t) business day, TriTech will work to resolve the problem according to the Priority 2 response and resolution criteria included above. • Modifications to installed TriTeoh CAD/Mobile Licensed Software that operates with State and National Crindmil justice Information Systems (State CdIS /NCIC) systems to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs. Santa Ana System Purchase and Support Agreement -- Addendum E Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws or the United States Page 7 of 24 25B -163 Inform RMS, and Inform FBR Issue Definition and Response Matrix Priority 1— Critical Priority Priority 2 — Urgent Priority Normal Customer Service Hours Support for live operations on the production system: A system down event which severely impacts the ability of Users to log on the system, or severely impacts the ability of Users to book or release inmates, This is defined as the following: • TriTeeh Inform RMS, or Inform FBR server ,software inoperative • Loss of ability for all Inform RMS, or Inform FBR users to log on to system • Loss of transactional data 8c data corruption • Unable to book or release inmates. This means one or more critical server components are non- functional disabling Inform RMS, or Inform FBR, workstations. These Software Errors are defined below. 1, Inform RMS System: Response Time Normal Customer Service Hocrs: Telephone calls to 800. 987.0911 will be immediately answered and managed by the first available representative but not longer than 5 minutes. After Normal Customer Service Hours: Unless optional 24x7 support is contracted, support for TriTech RMS, or Inform FBR is not managed after Normal Customer Service flours. V optional 247 support is contracted, after Normal Customer Service Hours: Thirty (30) minute call back after Client telephone contact to 800.987.0911. Priority I issues must be called in via 800. 987.0911 in order to receive this level of response. noted criteria are defined as a. The Inform RMS System Server is down and unavailable for queries. b. The Inform RMS is inoperable due to data corruption caused by TriTeeh Software. c. Law enforcement users are unable to send or receivejustice queries and transactions (this priority applies If the functionality is available through no other available methods witbiu the TriTech software). 2. Inform FBR System: a. The Inform FBR Server is down and unavailable to process reports. b. The Inform FBR Server is inoperable due W data corruption caused by TriTech Software. Normal Customer Service Hours Support for live operations on the production system: A serious Software Error with no workaround not meeting the criteria of a Critical Priority, but which severely impacts the ability of Users from performing a common function, or severely impacts the ability of Users to book or release inmates. Such errors will be consistent and reproducible. • Loss of ability for Inform RMS users to enter Case (Incident, Arrest and Custody) records into the system • Loss of ability to transfer Inform PBR Reports A significant number of the Inform RMS, or Inform FBR workstations are negatively Impacted by this error (e.g., does not apply to a minimal set of Inform RMS, or Inform PER workstations). These Software Errors are de'f'ined in more detail below. Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be innmediatcly answered and managed by the first available representative but not longer than 5 minutes. After Normal Customer Service Flours: Unless optional 24.x7 support is contracted, support for TriTech RMS, or Inform FBR is not managed gfker Normal Customer Service Hours. ff optional 24x7 support is contracted, after Normad Canonici Service hours: One (1) hour call back after Client telephone contact to 800.987.0911. Priority 2 issues must be called in via 800. 987.0911 in order to receive this level of response Santa Ana System Purchase and Support Agreement— Addendum E Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 24 25B -164 Priority Issue Definition Response. Time . Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows: I. Inform RIVIS: a. The inability to create, save, access, or close records b. The inability to enter property in the evidence module c. The inability to move a piece of property to another location d. The inability to assign a case to an investigator e. The inability to create UCR/DIIBRS State Reports f. The inability to omnplete an exptmgement on a name record g. The system does not display active master name alerts h. The system does not display active warrants for a master name 2. Inform PBR: a. The inability to create, save, access, or close reports b. The inability to transfer a report to RMS c. The inability to provide master resolution during entry d. A report is unable to complete the approval worldlow. Santa Ana System Purchase and Support Agreement— Addendum E Copyright © 2015 Tr9Tecb Software Systems Unpublished: Rightg reserved under the copyright laws of the United States Page 9 of 24 25B -165 - Priority _ - -,; Issue Definition - Response Time - Priority 3 - Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls High Priority Software Error not meeting the criteria of a Critical to 800. 987.0911 by the first available or Urgent Priority, has a workaround available, but representative but not longer than 5 minutes after which does negatively impact the User from the initial phone call. performing a common Inform RMS, or Inform TriTech will use commercially reasonable efforts to FBR function, Such errors will be consistent and High Priority issues may also be reported vin reproducible. CH Clicnt5ggViCeSTriaeeCaniloch coot. • Loss of Non - Critical Data (with "Non- High Priority issues ate not managed after Normal Critical" being defined as not causing an Customer Service Hours. error classified as a P I or P2 error (above). • NISRS State reporting issues that cause agency reports to exceed State error submission limits • UCR reporting multiple occurrence of inaccurate data A significant number of Inform RMS, or Inform F13R workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations, Priority 4 — Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800.987.0911 will be answered and managed by does not negatively impact the User by preventing the first available representative but not longer than routine use of the system. This includes system 5 minutes after the initial phone call. administrator functions. Medium Priority issues may also be reported via CH,. C71ont4crvice sTria4reCrAtritcc- h.cold, Medium Priority issues arc not managed after Normal Customer Service Hours, Priority 5 — Normal Customer Service Hours Support: Normal Customer Service I- Iours: Telephone calls Low Priority Cosmetlo or Documentation errors, including to 800.987.0911 will be answered and managed by Client technical questions or usability questions the first available representative but not longer than 5 minutes after the initial phone call. Low Priority issues may also be reported via Chi, Clicr -�i" ^rvice'Ceia +e C�trit•ch con. Low Pddrity 'issues are not manager after Normal Customer Service Hours. Priority Resolution Process Resolution Time Priority I— TriTech will provide a procedural or configuration TriTech will work eominumsly (Including after Critical Priority workaround or a code correction that allows the horns) to provide the Client with a solution that Client to resume live operations on the production allows the Client to resume live operations oil the system, production system, TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification. Santa Ana System Purchase and Support Agreement — Addendum E Copyright © 2015 TriTech Software Systems Unpublished: flights reserved under the copyright laws of the United States Page 10 of 24 25B -166 . Priority - Resolution. Process - Resolution Time Priority 2 — TriTech will provide a procedural or configuration TriTech will work continuously (including after Urgent Priority workaround or a code correction that allows the hours) to provide the Client with a solution that Client to resume normal operations on the allows the Client to resume normal operations on the production system. production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification. Priority 3 - TriTech will provide a procedural or configuration TriTech will work to provide the Client with a High Priority workaround that allows the Client to resolve the resolution which may include a workaround or code problem. correction within a timeframe that Cakes into consideration the impact of the issue on the Client and TriTech's User base. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 — If TriTech determines that a reported Medium TriTech will work to provide the Client with a Medium Priority Priority error requires a code correction, such resolution which may include a workaround or code issues will be addressed in a subsequent release correction in a future release ofthe software, Priority when applicable. 4 issues have no guaranteed resolution time. Priority 5— Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues. TriTech's roadmap planning process. Additional Information: State and Federal mandates relating to Justice queries and reporting change from time to thee, The following changes are considered covered support items. A. Modifications to installed Uniform Crime Reporting (UCR) Program or National Incident Based Reporting System (NIBRS) facilities within the Inform RMS Licensed Software, as necessary, in order to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs. Santa Ana System Purchase and Support Agreement — Addendum E Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved Linder the copyright laws of theUnitcd States Page 11 of 24 25B -167 EXHIBIT C SUBCONTRACTOR SUPPORT TERMS (Attached, if applicable) Santa Ana System Purchase and Support Agreement — Addendum E Copyright © 2015 . TriTech 5ollware Systems Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 24 25B -168 ADDENDUM F TRITECH,COM SUBSCRIPTION SERVICE LICENSE AND USE AGREEMENT I. Subscription Service License and Use Agreement. This Subscription Service License & Use Agreement (the "Agreement ") is made by and between, TriTech Software Systems (hereinafter referred to as "TriTech ") and the client named on the signature page attached hereto ( "Client ") as of the date of last signature below. TriTech and Client may also be referred to herein individually as "Party ", or collectively as the "Parties ". The Parties have entered into a System Purchase and Support Agreement (the "Purchase Agreement ") which includes the provision of the subscription services defined in this Agreement and the Statement of Work (the "SOW ") attached as Addendum A -1 to the Purchase Agreement. II. Services; Software. A. Under the terms of this Agreement, TriTech will be responsible for providing the following services ( "Services "): (i) Hosting TriTech's software ( "Software ") for its TriTech.corn IQ online program and corresponding rnodule(s) as indicated in the Purchase Agreement; (ii) Providing the Client with technical support for the Software as set forth in Schedule A ("Technical Sup ort" , database hosting and other related services as further defined in the Purchase Agreement and SOW; (iii) Providing the Client with remote access to search Client's data and, if purchased, report on Client's data through the Software and the applicable database(s) for Authorized Users (as defined in Section III (B) hereof) for 24 hours per day, 7 days per week, except as otherwise provided in Schedule A hereto with respect to scheduled maintenance; and further provided, that TriTech shall not be responsible for connectivity issues clue to an event of Force Majeure, as defined in paragraph B below; (iv) Providing the Client with certain user manuals and /or on -line Software education or other information on the TriTech website to assist Client with its use of the Software ( "Documentation"); (v) Enabling Client to update the applicable databases and obtain the agreed upon data processing output; (vi) Providing any other Software related services stated in the Purchase Agreement (together, the "Subscription Services "). Schedule A and any Documentation may be updated by TriTech from time to time in its sole discretion upon written notice to Client; (vii) Providing the Client with initial training as stated in the Purchase Agreement; and (viii) Populating the Software and the associated database(s) with Client Information (as Santa Ana System Purchase and Support Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 1 of 20 • e defined in Section VII (B) hereof) and otherwise assist Client with the setup of the Software (together, the "Implementation Services "). (ix) I£ applicable, TriTech and Client shall mutually agree in writing on a schedule for transfer of data from Client's existing system to TriTeeh.com IQ. B. Force Majeure. TriTech shall not be responsible for delays in performance, including connectivity issues, due to disruption of internet services, war, acts of terrorism, strike, fire, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, unavailability of facilities, equipment or software from suppliers, the actions or omissions of Client or its officers, directors, employees, agents, contractors or elected officials and /or other similar occurrences beyond TriTech's reasonable control. C. This Agreement allows Client to use the Software located on TriTeoh's servers, to which Client will be granted limited remote access. Client shall not receive a physical copy of the Software in any form, but will have the ability to use the Software on TriTech's servers, and to access the Software remotely as directed by TriTech. IIl. License; Access. A, Provided that Client has paid the applicable Fees (as defined in Section IV (A) hereof), TriTech grants to Client a limited non - exclusive, non - transferable license to use the Subscription Services, including the Software located on TriTech's servers, through Client's computer(s) for Client's internal operational use only for the Term set forth in Section V unless otherwise agreed to by TriTech in writing, and TriTech shall perform the applicable Implementation Services for the Client. The Subscription Services may only be accessed by an Authorized User. Client is expressly prohibited from subliceasing, selling, renting, leasing, providing service bureau or timeshare services, distributing or otherwise making the Subscription Services or the Software available to third parties other than any third -party Authorized Users. B. For purposes of this Agrecment, an "Authorized. User" is an individual (i) who is an employee of Client, a contractor or other representative of Client and (ii) who has been properly issued a valid password that subsequently has not been deactivated. C. Access to the Subscription Services by Authorized Users is enabled only by passwords to Authorized Users. Client is solely responsible for the management and control of those passwords and Authorized Users shall not be permitted to disclose or transfer a password to any third party. Client shall assign a "Client Administrator" to provide such password management and control. Upon request by Client, additional Authorized Users' passwords shall be activated by TriTech. D. Client acknowledges (i) that the protection of passwords issued to Authorized Users is an integral part of TriTech's security and data protection process and procedures and, (ii) that TriTech will rely on Client utilizing and maintaining proper password control obligations and procedures. In the event that Client has reasonable cause to believe that a password is being improperly used by an Authorized User or used by an unauthorized Santa Ana System Purchase and Support Agreement — Addendum F Copyright ® 2015 TdTeoh Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 20 25B -170 person, Client shall promptly notify TriTech. TriTech reserves the right to deactivate a compromised password immediately upon notice from Client without further notice to Client or the affected Authorized User. TriTech shall have the right, at its sole cost and expense, to utilize an independent certified accounting firm, to verify the number of passwords that have been issued for use by Authorized Users of the Client and use of these passwords within Client's organization in compliance with the terms of this Agreement. E. The number of Authorized Users having the ability to access the Subscription Services at any single moment in time shall be specified In the Purchase Agreement. IV. Fees; Payment; Taxes, A. As consideration for use of the Subscription Services and the Implementation Services during the initial contract term, Client shall pay those fees and charges set forth in Schedule B (together, "Fees "). Failure to pay may result in suspension or termination of your account until payment is made. Fees shall remain in effect during the Initial Term, Thereafter, fees are subject to change upon each successive renewal which shall be mutually agreed and set forth in the Renewal Notice. B. As consideration for use of the Subscription Services during renewal contract terms, Client shall pay those fees and charges set forth in the Renewal Notice (together, "Pees "). C. TriTech shall notify Client prior to the end of the initial subscription term of the subscription fees for the first renewal term. Unless otherwise agreed in writing, subscription fees shall be due on or before the commencement of each annual subscription term. Subscription fee for the first renewal term and all renewals thereafter shall be subject to increase on an annual basis at a rate of 3 %, Fees for the first renewal subscription term will be prorated as applicable, to coincide with the annual software support term under the Software Support Agreement between TriTech and Client. D. All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one -half percent (1 -1/2 %) per month, or the highest rate permitted by law, whichever is less, from fifteen (15) days after their due date until paid. Remittance Address for Payments Only: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320 -3223 E. Payments may be made by check, wire transfer, or Automated Clearing House ( "ACH "). TriTech will provide banking information if Client requests to pay by wire transfer or ACH. Santa Ana System Purchase and Support Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 20 25B -171 F. Any amounts payable pursuant to this Agreement are to be net to TriTech and shall not include taxes or other governmental charges or surcharges, if any. In addition to the fees and charges due TriTech under this Agreement, Client shall remain liable for and shall pay all local, state, and federal sales, use, excise, personal property, or other similar nixes or duties, and all other taxes, which may now or hereafter be imposed upon this Agreement or possession or use of the Software, excluding taxes based on TriTech's income. V. Term. and Termination; Suspension of Services. A. This Agreement shall commence upon execution hereof and shall continue in full force and effect for a period of one (1) year ( "Initial Term ") from the date of activation unless the Agreement is otherwise terminated as set forth herein. The "date of activation" will be defined as the date of Go Live for Inform CAD.. B. At the conclusion of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term "), unless one Party notifies the other Party in writing of its decision not to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal Term. (The Initial Term and any Renewal Term collectively are referred to herein as the "Term "). C. Either Party may terminate this Agreement (i) immediately if the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, Liquidation or composition for the benefit of creditors, or (ii) immediately if the other party becomes the subject of an involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60) days of filing. D. Client may terminate this Agreement if TriTech breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same. E. In addition to the circumstances as described in Subsection V(F) below, TriTech may terminate the Agreement at any time upon thirty (30) days prior written notice to the Client. In the event of termination by TriTech pursuant to this Subsection V(E), Client shall be entitled to a refund of a prorated portion of the annual subscription fees already paid for the then - current Tenn. F. If Client's scheduled Subscription Services payment or any other amount due and owing by Client to TriTech is delinquent, TriTech may, in its sole discretion, immediately terminate or suspend all or any portion of the Services forty -five (45) days after the date payment is due. G. Upon the effective date of expiration or termination of this Agreement: (i) TriTech will immediately cease providing Client with any Services it is providing and any other Santa Ana System Purchase and Support Agreement — Addendum F Copyright P' 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 4 of 20 25B -172 applicable component of the Services; (ii) all issued passwords shall be deactivated; and (iii) Client shall immediately pay in full to TriTech any and all monies that are owed by the Client to TriTech under this Agreement for the Services furnished up to the effective date of the Agreement's termination or expiration. H. Upon TriTech's reasonable belief that tortuous or criminal or otherwise improper activity may be associated with Client's utilization of the Services, TriTech may, without incurring any liability, temporarily suspend or discontinue the Services pending investigation and resolution of the issue or issues involved. I. If all or any components of the Services have been terminated as a result of a breach by Client, or suspended as provided herein, and Client requests that all or any component of the Services be restored, TriTech has the sole and absolute discretion whether or not to restore such Services; and further, any such restoration shall be conditioned upon TriTech's receipt of all Fees due and owing hereunder. In the event of expiration or termination of this Agreement for any reason, each Party shall promptly return to the other Party or destroy all copies of the other Party's Confidential Information (including notes and other derivative material) that it has received pursuant to Section VII hereof. Within thirty (30) days of termination or expiration of the Agreement, TriTech shall remove and destroy Client's data. TriTech will not return the data to the Client as the Client still retains the source data. K, Sections IV, V, VII, VIII, IX, X, XI, XII, XIII and XIV shall survive any termination of this Agreement, as well as any other obligations of the Parties that contemplate performance by a Party following the termination of this Agreement. VI. Client Responsibilities. A. In conjunction with its obligation to participate in the Implementation Services, Client will assign personnel with the required skills and authority to perform the applicable tasks effectively and, further, will make best efforts to meetits obligation to supply information and otherwise assist as necessary to effect the commencement of the Subscription Services via the Implementation Services. Management of Client's responsibilities in conjunction with the Subscription Services after implementation shall be assigned to a Client Administrator who has attended training offered by TriTech to Client. The Client Administrator that the Client appoints may be replaced at any time at the sole discretion of the Client upon Client's written notice to Tripeclr so long as the newly appointed Client Administrator has attended TriTech's training. Client will be charged additional fees for any such training for Client's employees beyond the initial training for the Software that is a part of the implementation Services. B. Client is responsible for providing hardware, operating system and browser software that meets TriTech's technical specifications, as well as providing and maintaining a fast, stable, high speed connection and remote connectivity. Santa Ana System Purchase and support Agreement— Addendum F Copyright © 2015 . TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 20 25B -173 C. Client is solely responsible for the integrity of all data and information that is provided to TriTech under this Agreement (i.e., the Client Information), including completeness, accuracy, validity, authorization for use and integrity over time, regardless of form and format, and whcther or not such data is used in conjunction with the Subscription Services. Further, it is solely Client's responsibility to assure that the initial and one- time importing of the Client Information into Client's database by TriTech has been properly performed, acknowledging that thereafter the completion of the initial setup of all Code Files not ah -cady populated by TriTech and the input and modification of Client's database shall be performed solely by Client. The Client Information that is to be included in Client's database shall be provided by Client in a digital form that complies with the requirements of the Client Information format as stated in TriTech's policy for inputting Client Information in any Documentation TriTech provides to Client. In addition, Client is solely responsible for the accuracy of any and all reports, displays and /or uses of Client Information, whether or not TriTech assisted Client with the development or constriction of such reports and displays and other uses of the Client Information. D. Client shall not attempt to decode, disassemble, copy, transmit, transfer or otherwise reverse engineer the Services, including, without limitation, the Software. E. Client is responsible for maintaining an active e -mail account for correspondence with TriTech. F. Client is responsible for maintaining the required certifications for access to Client's state CJIS systems(s), NCIC and /or other local state, federal and/or applicable systems. G. Client is responsible for proper firewall maintenance allowing for data to move from their on- premise data contributing system to'TriTecb.com IQ. VII. Confidentiality, Privacy and Business associate Provisions. A. In association with the execution of this Agreement and TriTech's participation in the use and support of the Software, Client has obtained, will have access to, or will obtain confidential information regarding intellectual property of TriTech, the Software and its contents, sales and marketing plans and other similar information (hereinafter referred to as "Confidential Information "). Client acknowledges that the Software itself represents and embodies certain trade secrets and confidential information of TriTech. Client hereby agrees that, for itself and its shareholders, officers, directors, employees, and agents, Client shall not disclose any of TriTech's trade secrets or confidential information without TriTech's prior written consent for any such disclosure. B. In association with the execution of this Agreement and the participation of TriTech in the support of the Software, TriTech has obtained or will obtain confidential information of Client. regarding the business of Client, Client Information for its utilization in connection with providing the Services to Client, the records of patients served by Client, Santa Ana System Purchase and Suppon Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished; Rights reserved under the copyright taws of the United States Page 6 of 20 25B -174 accounts payable and accounts receivable of Client, trade secrets, customer lists, and other similar information. TriTech shall not disclose any of Client's confidential information without Client's prior written consent for any such disclosure. "Client Information" means confidential information about Client's business or its customers that (i) Client and /or its customers deliver to TriTech for use in its implementation of the Services, which Client subsequently updates and otherwise modifies, and (ii) TriTech hosts on services for access by and transmission to the Authorized Users via the Internet. TriTech shall not use any Client Information except as expressly set forth in this Agreement. C. In addition to TriTech's obligations regarding nondisclosure of Client Information set forth above, in the event that TriTech is a "Business Associate," and Client is a "Covered Entity" pursuant to 45 C.F.R. § 160.103, TriTech shall perform its obligations under this Agreement with respect to Protected Health Information ( "PHI ") as provided in Addendum 1 attached to this Agreement. D. Notwithstanding any provisions of this Agreement to the contrary, Client may terminate this Agreement if Client determines that TriTech has violated a material term of this Agreement with respect to its functions as a Business Associate in accordance with Addendum 1. E. Confidential Information other than PHI as defined in Addendum 1, shall not include any information that is (i) already known to the receiving Party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving Party; (iii) subsequently disclosed to receiving Party on a non - confidential basis by a third party not having a confidential relationship with the other Party hereto that rightfully acquired such information; (iv) communicated to a third party by receiving Party with the express written consent of the other Party hereto; or (v) legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving Party provides prompt notice of any such subpoena, order, etc. to the other Party so that such Party will have the opportunity to obtain a protective order. F. Each Party agrees to restrict access to the Confidential Information of the other Party to those employees or agents who require access in order to perform the Subscription Services, Implementation Services or Additional Services, acknowledging that certain Confidential Information of each Party may 6e discIosed�o Authorized— Uscs -as a — necessary function of the Subscription Services; and, except as otherwise provided, neither Party shall make Confidential Information available to any other person or entity without the prior written consent of the other Party. H. Notwithstanding the foregoing, Client understands and agrees that TriTech may transfer Confidential Information of Client to a third party hosting entity for the purposes of providing the communications infrastructure, hosting services and /or related support and other operations necessary to deliver all or certain portions of the Services; rop videcl that TriTech, in turn, binds such third party to confidentiality and non - disclosure terms that Santa Ana System Purchase and Support Agreement— Addendtun F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved ardor the copyright laws of the United States Pago 7 or 20 25B -175 are at least as protective of TriTech's and Client's interests as the terms stated herein. Client acknowledges that TriTech shall have no responsibility or liability for unauthorized access to or dissemination of Client Information by Authorized Users or other third parties, whether as a result of breach of data security, misappropriation or misuse of passwords or any other cause. VIII.Ovvnership. A. TriTech owns all rights and title in and to the Services, including, without limitation, the Software, and any Developments, as that term is defined below. Further, Client agrees that the Subscription Services' screens and any output of the Services, excepting the Client Information, are the property of TriTech and subject to United States and other patent, copyright, trademark, trade secret and other applicable laws and treaties and Client agrees that it shall not remove, alter or obstruct any ownership or use legends that TriTech places on any such screens or output of the Services. Nothing contained in this Agreement shall be construed as granting Client any rights in or to the Subscription Services (including, without limitation, the Software and output of the Subscription Services), the deliverables from the Implementation or Additional Services or related Confidential Information, other than the right to use the Services and any applicable Confidential Information of TriTech during the Term, in accordance with this Agreement. Client agrees that TriTech has and retains all rights to use any data and information relating to the Software and Services that it receives from Client including, without limitation, any information that constitutes, or results in, an improvement or other modification to the Software or the Services, but excluding the Client Information and PHI, or CJIS data. As between the parties, TriTech agrees that all Client Information provided to TriTech under this Agreement for TriTech's use in connection with the Subscription Services is the property of Client; provided, however, TriTech shall have the right to retain Client Information in accordance with its obligations under the terms of this Agreement in the event that the return or the destruction of any Client Information is infeasible. The term "Developments" shall mean all programs, upgrades, updates or other enhancements or modifications to the Software, if any, and all Documentation or other materials developed and/or delivered by TriTech in the course of providing technical support or otherwise, under this Agreement. B. Client will not have the ability to copy the Client ,Information entered onto the Software. Rather, TriTech shall retain the physical copy of the Software, title, right and interest in and to the Software, including upgrades, updates, and /or other enhancements or modifications to the Software in any medium, including but not limited to all copyrights, patents, trade secrets, trademarks, and other proprietary rights. IX. Disclaimer; Limitation of Liability. Santa Ana System Purchase and Support Agreement — Addendum F Copyright © 20t 5 TriTech Software Systems Unpublished; Rights reserved under the copyright taws of the United States Page S of 20 25B -176 A. THE SERVICES, SOFTWARE AND ANY DOCUMENTATION ARE MADE AVAILABLE FOR CLIENT'S USE "AS IS" AND EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. B. TRITECH DOES NOT' WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR -FREE, CLIENT AGREES TO INDEMNIFY TRITECH AGAINST ANY SUCH LIABILITY TO CLIENT, REGARDING THE CLIENT'S USE OF THE SERVICES, THE SOFTWARE AND ANY DOCUMENTATION OR OTHERWISE. IN NO EVENT SHALL TRITECH BE LIABLE TO CLIENT OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE FOR INCIDENTAL, SPECIAL, INDIRECT, GENERAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, INCOME, LOSS OR USE OF DATA, WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, SOFTWARE AND ANY DOCUMENTATION EVEN IF TRITECH HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY, C. TRITECH DISCLAIMS ALL LIABILITY FOR THE ACCURACY AND /OR COMPLETENESS OF DATA, INCLUDING BUT NOT LIMITED TO DATA SUPPLIED WITH THE SOFTWARE OR AS ADDED OR MODIFIED BY CLIENT OR ANY THIRD PARTY, OR DATA AS PROCESSED ON CLIENT'S OR TRITECH'S COMPUTER NETWORK, CLIENT BEARS THE ENTIRE RESPONSIBILITY FOR ITS COMPUTER NETWORK, INCLUDING CLIENT'S USE OF THE SOFTWARE, THE PERFORMANCE OF THE SERVICES AND THE SOFTWARE AND THE BEFIAVIOR OF THE DATA ON EITHER CLIENT'S OR TRITECH'S COMPUTER NETWORK, D. TRITECH REPRESEN'T'S AND WARRANTS TO CLIENT THAT, TO TRITECII'S CURRENT AND ACTUAL KNOWLEDGE, THE SOFTWARE, WHEN USED IN ACCORDANCE WITH THIS AGREEMENT, DOES NOT VIOLATE ANY EXISTING U.S. COPYRIGHTS, PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF AN 'Y THIRD PARTY AS OF THE DATE OF THIS AGREEMENT, TRITECII SHALL, INDEMNIFY AND HOLD CLIENT HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, SUITS, PROCEEDINGS, CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES, INCURRED BY CLIENT ARISING OUT OF ANY BREACH OF THIS WARRANTY ON THE PART OF TRITECH, Santa Ann System Purchase and Support Agreement— Addendum F Copyright d 2015 Tr #Tech Sol`tware Systems Unpublished: Rights reserved under the copyright laws of the United States Pagc 9 oC 20 25B -177 E. IN NO EVENT SHALL TRITECII'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT AS FEES FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE EVENT THAT GAVE RISE TO SUCH CLAIM. X. Indemnification. Client shall indemnify and hold harmless TriTech from, against, and in respect of the full amount of any and all liabilities, damages, and claims including without limitation, attorneys' fees, arising from, in connection with, or incident to the Client's use or misuse of the Software, except as may otherwise be, agreed to in writing by the partics, and except as to any material breach of this Agreement by TriTech. XI. Assignment. Client shall not transfer or assign any of its rights or obligations under this Agreement to any other person or entity without the express written permission of TriTech, which permission shall not be unreasonably withheld. Any assignment without such express written permission of TriTech shall result in the automatic termination of this Agreement. X11. Written Notices. Written notices required or permitted to be given under this Agreement shall be made to the parties at the following addresses and shall be presumed to have been received by the other party (i) (three) 3 days after mailing by the party when notices are sent by First Class Mail, postage prepaid; (ii) upon transmission (if sent via facsimile with a confirmed transmission report); or (iii) upon receipt (if sent by hand delivery or courier service). A. Written Notices to Client: City of Santa Ana Police Department 60 Civic Center Plaza, M -69 Santa Ana, CA 92702 Attention: Deputy Chief James Schnabl B. Written Notices to TriTech: TriTech Software Systems 9477 Waples Street, Ste. 100 San Diego, CA 92121 Attention: Contracts Santa Ann System Purchase and Support Agreement — Addendum P Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws or the United States Page 10 or 20 25B -178 MII, Governing Law. Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California, without regard to its conflict of law provisions. XIV.Integration. This Agreement and the Purchase Agreement contain the entire understanding between the parties and supersede any proposal or prior agreement regarding the subject matter herein. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. ,Santa Ana Systcm Pmnlrase and Support Agreement m Addendum P Copyright © 2015 TyMch Software Systcrns Unpublished: Rig'hrs reserved under the copyright laws of the United States Page 11 of 20 25B -179 Schedule A TECHNICAL SUPPORT This Schedule describes the terms and conditions relating to technical support that TriTech will provide to Client during the Term of the Agreement, Product Updates: From time to time TriTech may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal. "Update" to the Software. If Client is receiving technical support from TriTech on the general release date for an Update, TriTech will provide the Client with the Update and related Documentation, Technical Support Services: Telephone Assistance. Client will be given the telephone number for TriTech's support line and will be entitled to contact the support line during normal operating homy, (between 7:30am and 7:30pm Central Time) on regular business days, excluding TriTech holidays, to consult with TriTech technical support staff concerning problem resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include remote connectivity, modern, or electronic bulletin board. Critical Priority Telephone Assistance after Normal Customer Service Hours. After Normal TriTech Customer Service Hours, emergency support for TriTBCI1.CDm IQ will be answered by our emergency paging service. When connected to the service, the Client shall provide his or her natrie, organization name, call -back number where the Customer Service 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). Website Support. Online support is available 24 hours per day, offering Client the ability to resolve its own problems with access to TriTech's most current information. Client will need to enter its designated user name and password to gain access to the technical support areas on TriTech's websitc. TriTech's technical support areas allow Client to: (i) search an up -to -date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ). Software Problem Reporting. Client may submit requests to TriTech identifying potential problems in the Software. Requests should be in writing and directed to TriTech by e -mail, FAX, or through TriTech's Support website. TriTech retains the right to determine in its sole discretion the final disposition of all requests, and will inform Client of the disposition of each request. If TriTech decides in its sole judgment to act upon a request, it will do so by providing a bug fix as described above. Santa Ana System Purchase and Support Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United Statos Page 12 of 20 25B -180 Scheduled Maintenance. TriTech.com IQ may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the TriTech.com IQ Updates, operating system updates /patches and updates to other third party applications as needed. Clients are notified of maintenance periods via an email message. TriTech Service Commitment Provided that Client remains current on payment of its Subscription fees and provides equipment and remote connectivity that meet TriTech's recommended specifications, TriTech shall: • Maintain the Subscription Services hosting infrastructure which includes 08 updates, third party software updates, and hardware upgrades. • Provide product version updates within thirty (30) days of general availability for Cloud operations. • Perform daily backups of application files. • Perform multiple daily database backups. Exclusions front Technical Suport Services: TriTech shall have no support obligations with respect to any third party hardware or software product ("Nonqualified Product "), If TriTech provides support services for a problem caused by a Nonqualified Product, or if TriTech's service efforts are increased as a result of a Nonqualified Product, TriTech will charge time and materials for extra service at its current published rates for custom software services. If, in TriTech's opinion, performance of technical support is made more difficult or unpaired because of a Nonqualified Product, TriTech shall so notify Client, and Client will immediately remove the Nonqualified Product at its own risk and expense during any efforts to render technical support under this Agreement. Client shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. Client Responsibilities: In connection with TrJech's provision of technical support as described herein, Client acknowledges that Client has the responsibility to do each of the following: 1) Provide hardware, operating system and browser software that meets TriTech's technical specifications, as well as a fast, stable, high speed connection and remote connectivity, 2) Maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers' specifications, and ensure that any problems reported to TriTech are not due to hardware malfunction; Santa Ana System Purchase and Support Agreement — Addendum F Copyright 9 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws or the United States _ Page 13 of 20 41--stool 3) Maintain the designated computer system at the latest code revision level deemed necessary by TriTech for proper operation of the Software; 4) Supply TriTech with access to and use of all information and facilities determined to be necessary by TriTech to render the technical support described herein; 5) Perform any test or procedures recommended by TriTech for the purpose of identifying and /or resolving any problems; 6) At all times follow routine operator procedures as specified in the Documentation or any policies of TriTech posted on the TriTech website; 7) Other than TriTech's confidentiality obligations with respect to Client Information as set forth in Section VII of this Agreement, Client shall remain solely responsible at all times for the safeguarding of Client's proprietary, confidential, and classified information; and 8) Ensure that the designated computer system is isolated from any process links or anything else that could cause harm before requesting or receiving remote support assistance. Security 1) TriTech maintains a Security program for security managing access to Client data -- particularly HIPAA and CJIS information. This includes 1) a Pre - employment background check, 2) security training required by Federal CJIS regulations, and 3) criminal background checks /fingerprints required by Federal or State regulations. TriTech will. work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). 2) If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff's job assignment. If the Client requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client's site, the Client will reimburse 'T'riTecb for the cost of TriTech Security Approved Personnel traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable TriTech Offices. This provision will apply during the duration of this Agreement. Priorities and Suunort Response Matrix The following priority .matrix relates to software errors covered by this Agreement. Causes secondary to non - covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Technical Support Schedule A. Santa Ana System Purchase and Support Agreement— Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page l4 of 20 25B -182 This matrix defines the support issues, response times and resolutions for the, Client's licensed TriTech.com software application, Note: Normal Customer Service Hours are 7:30am to 7:30pm (Central Time) on weekdays excluding holidays. Support after Normal Customer Service Hours is offered weekends, nights and holidays for Critical Priority issues only. Critical Priority (Priority 1) issues should always be reported via telephone at 800.987.0911. Software Errors for other than Critical Priority may be reported via the web portal: TriTech.com; oremail: CH ClieutServicesTria ge@tritech,c:om. Priority Priority Definition Response Times Priority I — 24X7 Support for live operations on Normal Customer Service flours: Telephone Critical the production system. This is defined calls to 800.987.0911 will be answered Priority as the following: immediately and managed by the first available • The TriTeehcom IQ server representative but not longer than S minutes, is down and all workstations will not launch or Function; After Normal Customer Service Hours; Thirty the Client is experiencing (90) minute callback after client telephone complete interruption of contact to 800.987.0911. ability to do perform queries. Priority 1 issues must be called in via • The TriTech.com IQ system 800.987.0911 to receive this level of response. is inoperable due to data loss or corruption caused by TriTech Soi'tware This means that one or more TriTech server components are down or inaccessible, disabling all usability of Cheat's TriTech.corn workstations These Software Errors are defined below. Priority 1, Critical Priority issues meeting the previously noted criteria for TriTech.com IQ are defined as follows: a. The TriTech.com IQ server is down and all workstations will not launch or function; the Client is experiencing complete interruption of ability to do perform queries. b. The TriTech.com IQ system is inoperable due to data loss or corruption caused by TriTech Software Santa Ana System Purchase and Support Agreement — Addendum F Copyright p 2015 TriTech Software Systems Unpublished'. Rights reserved under the copyright laws of the United States Page 15 of 20 r --Is . Priority. Priority Definition Response Tithes Priority 2 — Normal Customer Service Hours Normal Customer Service Hours: Telephone Urgent Support: A serious software error calls to 800.987.0911 will be answered and Priority with no workaround and not meeting managed by the first available representative but the criteria of a Critical Priority, but not longer than 5 minutes, which severely impacts the ability of Users from performing a common Priority 2 TdTeeh.com IQ issues are not function. Such errors will be managed after Normal Customer Service Hours. consistent and reproducible, Generally this means that a significant number of the system TriTech.com IQ workstations are negatively impacted by this error (e.g. does not apply to a minimal set of TriTech.com IQ workstatiom).These Software Errors are defined below. Priority 2, Urgent Priority issues meeting the previously noted criteria for TriTech,com IQ are defined as follows; a. The Tffech.com IQ System has a serious Software Error that severely impacts the ability of Users to perform critical work functions. Such errors will be consistent and reproducible. b. The TriTech.com IQ system is unable to generate and render reports. Priority 3 - Normal Customer Service Hours Normal Customer Service Hours: Telephone High Priority Support: A Software Error not calls to 800.987.0911 will be answered and meeting the criteria of a Critical or managed by the first available representative. Urgent Priority, which has it workaround available, but which does Priority 3 TriTech.com IQ issues are not negatively impact the User from managed after Normal Customer Service Hours. performing common TriTech.com IQ system functions. Such errors will be consistent and reproducible. • TheTriTech.eomIQsystem is unable to transfer data from external system to IQ • The TriTech.com IQ system update causing system functions to be inoperative with no workaround A significant number of TriTech.com IQ workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations). Santa Ana System Purchase and Support Agreement — Addendum F Copyright ® 2015 TdTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 20 25B -184 Priority Priority Definition ; - Response. Times Priority 4- Normal Customer Service Hours Normal Customer Service Hours: Telephone Medium Support: A Software Error related to calls to 800.987,0911 will be answered and Priority a user function which does not managed by the first available representative, negatively impact the User from the production system, use of the system, This includes Priority 4 TriTech.com IQ issues are not system administrator functions or managed after Normal Customer Service Hours. restriction of User workflow but does to resolve the issue as soon as possible, Priority 2 - not significantly impact their job TriTech will work to provide the Client with a Urgent function. solution that allows the Client to resume normal. Priority 5- Normal Customer Service Hours Normal Customer Service Hours: Telephone Low Priority Support: Cosmetic or Documentation calls to 800.987.0911 will be answered slid errors, including Client technical managed by the first available representative. questions or usability questions to resolve the issue as soon as possible. Priority 3 - would be a part of this level. Priority 5 TriTech.com IQ issues are not High Priority configuration workaround that allows managed after Normal Customer Service Hours, Priority Resolution Process Resolution Time Priority I - TriTech will provide a procedural or TriTech will work (including after hours) to Critical configuration workarc and or a code provide the Client with a solution that allows the Priority correction that allows the Client to Client to resume live operations on the resume live operations on the production system, production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible, Priority 2 - TriTech will provide a procedural or TriTech will work to provide the Client with a Urgent configuration workaround or a code solution that allows the Client to resume normal. Priority correction that allows the Client to operations on the production system, resume normal operations on the production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible. Priority 3 - TriTech will provide a procedural or TriTech will work to provide the Client with a High Priority configuration workaround that allows resolution which may include a workaround or the Client to resolve the problem, code correction within a timeframe that takes into consideration impact of the issue on the Client, TriTech's User base, and the date of submission, Priority 3 issues have priority scheduling in a subsequent release. Priority 4 - If TriTech determines that a reported TriTech will work to provide the Client with a Medium Medium Priority error requires a code resolution which may include a workaround or Priority correction, such issues will be code correction in a future release of the addressed in a subsequent release software, Priority 4 issues have no guaranteed when applicable, resolution time. Santa Ana System Purchase and Support Agrcemant - Addendum R Copyright © 20t 5'hiTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 2D 25B -185 Priority Resolution Process - Resolution Time � Priority 5— Low Priority issues are logged by There is no guaranteed resolution time for Low Low Priority TriTech and addressed at the Priority issues. company's discretion according to TriTech's roadmap planning process. Santa Ann System Purchase and Support Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 20 25B -186 Schedule B Subscription Fees Years Year Year Year Year year Begins on date of activation Included as a line $21,373.84 $22,015.05 $22,675.51 $23,355.77 $24,056.44 Item In System Purchase Agreement Santa Ana System Purchase and Support Agreement — Addendum F Copyright 0 20 1 niTech Software Systems Unpubtiahed: Rights reserved under the copyright laws or the United States Page 19 of 20 25B -187 ADDENDUM] BUSINESS ASSOCIATE ASSURANCE In the event that TriTech Software Systems (referred to herein as "TriTech ") is deemed to be a "Business Associate" of Customer, and Customer is a "Covered Entity," as those terms are defined in 45 C.P.R. § 160.103, TriTech, effective on or after April 14, 2003, or such other implementation date established by law, will carry out its obligations under this Agreement in material compliance with the regulations published at 65 Federal Register 82462 (December 28, 2000) (the "Privacy Regulations ") pursuant to Public Law 104 -191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ( "HIPAA "), to protect the privacy of any personally identifiable, protected health information ('PHI ") that is collected, processed or learned in connection with TriTech supplied services. In conformity therewith, Contractor agrees that it will use its reasonable best efforts to: • Not use or further disclose PHI except: (i) as permitted under separate TriTech Support Agreement; (ii) as required for the proper management and administration of TriTech in its capacity as a HIPAA Business Associate of Customer, in the event TriTech is deemed to be a Business Associate of Customer for these specified purposes; or (iii) as required by law; • Use appropriate reasonable safeguards to prevent use or disclosure of PHI except as permitted by the TriTech Service Agreement; • Report to Customer any use or disclosure of PHI not provided for by the TriTech Service Agreement of which TriTech becomes aware; • Ensure that. any agents or subcontractors to whom TriTech provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to TriTech with respect to such PHI; • Make PHI available to the individual who has a right of access as required under HIPAA in the event TriTech maintains any PHI in a designated record set as defined by 45 C.P.R. § 164.501; • Make available for amendment and incorporate any amendments to PHI when notified to do so by Customer in the event that TriTech maintains any PHI in a designated record set as defined by 45 C.P.R. § 164.501; • Make available to Customer the information required to provide an accounting of the disclosures of PHI, if any, made by TriTech on Customer's behalf, provided such disclosures axe of the type for which an accounting must be made under the Privacy Regulations; • Make its internal practices, books and records relating to the use and disclosure of Customer's PHI available to the Secretary of the Department of Health and Human Services for purposes of determining Customer's compliance with HIPAA and the Privacy Regulations; • At the termination of the TriTech Service Agreement, return or destroy all PHI received from, or created or received by TriTech on behalf of Customer. In the event the return or Santa Ana System Purchase and Support Agreement — Addendum P Copyright © 2015 TriTech Sorlware, Systems Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 20 25B -188 destruction of such PHI is infeasible, TriTech' obligations as defined in this Business Associate Assurance shall continue in force and effect so long as TriTech possesses any PHI, notwithstanding the termination of the Agreement for any reason. Notwithstanding any provisions of the TriTech Service Agreement to the contrary, Customer may terminate the Agreement if Customer determines that TriTech has violated a material term of the Agreement with respect to its functions as a Business Associate. • Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information ( "e- PHI") that it creates, receives, maintains, or transmits on behalf of Covered Entity, as required by the Security Rule at 45 C.F.R. § 164.308, et seg. • Implement reasonable and appropriate policies and procedures to comply with the standards, required implementation specifications, or other requirements of the Security Rule that apply to Business Associates. • Promptly report to Covered Entity any Security Incident of which it becomes aware. • Comply with applicable breach notification provisions and notify Customer of a breach of unsecured PIII in accordance with Subpart D of 45 C.F.R. Part 164, as applicable, Permitted and Required Uses and Disclosures by TriTech Except as otherwise limited by the Agreement, TriTech may use or disclose PHI as necessary to perform any and all functions, activities, or services for, or on behalf of Customer if such use or disclosure of PHI would not violate applicable laws and regulations relating to the privacy and security of PHI. Except as otherwise limited in the Agreement, TriTech may use PHI for the proper management and administration of TriTech or to carry out the legal responsibilities of TriTech. TriTech may disclose PHI for those purposes required or otherwise permitted under applicable law or regulations. Except as otherwise limited by the Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 CFR § 164,504(e)(2)(i)(B) if TriTech has been otherwise engaged by Customer to perform these services. Santa Ana System Purchase and Support Agreement— Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights rosorved under the copyright laws of the United States Page 21 of 20 25B -189 ADDENDUM G INITIAL PROJECT SCHEDULE (ATTACHED) Santa Ana System Purchase and Support Agreement — Addendum 0 Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United Stites Page 1 of I 25B -190 25B -191 UZI! 8 q0two-j"jAy Agggglut, 0 p0 d 'd tj �2 12 5 '-6 9, M 9� 4 A VI W zp 1p� 1\i1 -2 . 1111 . . . `i . . . 75 12 rE IE ff T M s, a 1 41 R A 9) a t5 R Q t L9 o91Rf . . . . . . . . . . . . . . 99 Elkliff--ER lil, n-Ail-E+m mid A F�; 25B -191 25B -192 1. 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K G C C K K 4 LY IY. y ry p p g, y q� 9 g q q 9, g g q p. q� v$ r w �a r r {$ r f r v d r r f v r v f r ��.tl1' v i � •A4- .F'.W..�+,u- 'th'•pF .W..ffi.a,& +Wash o m m min m m�m N'mjp m m m rv�m m m 'gym m mint in ��n� m n�m� . m mlm�� m m m 25B -195 m b m 3 .. LL LL LL M M LL. 2.0.3 � b N n N b b N ^ N rv\ IM1 N t% \W N e4 •N pw� W 1 l\ O O O \ y-I .-1 .-1 ` N H\ N 1a z\ fl N 3 3a -p 'en's 3o,ny ''�v as ov °vv o Lrv�y"�ry 3�n v� 3v 3°0 `'awn qn [np �npww ON O w � o a � a � v � q o o � u m m diJ ., c Q 2 a° mt�l`n9v �a o N ry �'Ya Q n'� b'Q. '✓(�� o� °w of _� o y W �'- ,cM c c e w u E ? .� ¢> S i i q 6 6 c 1 •_'O w `m V O e p v� m z a z a �c z i'�gg'a n v?�gng y M M m °� g'dddCY coq CCS'Ci' c'v�" >o S c €` a a 25B -196 g� u, N` am C g'e m b m 3 .. LL LL LL M M LL. 2.0.3 � b N n N b b N ^ N rv\ IM1 N t% \W N e4 •N pw� W 1 l\ O O O \ y-I .-1 .-1 ` N H\ N 1a z\ fl N 3 3a -p 'en's 3o,ny ''�v as ov °vv o Lrv�y"�ry 3�n v� 3v 3°0 `'awn qn [np �npww ON O w � o a � a � v � q o o � u m m diJ ., c Q 2 a° mt�l`n9v �a o N ry �'Ya Q n'� b'Q. '✓(�� o� °w of _� o y W �'- ,cM c c e w u E ? .� ¢> S i i q 6 6 c 1 •_'O w `m V O e p v� m z a z a �c z i'�gg'a n v?�gng y M M m °� g'dddCY coq CCS'Ci' c'v�" >o S c €` a a 25B -196 �r o 3 ^ �I �w m 5 a" O 0 m w r a � � m `o 4 3 � N � �m yc 0 C 0 N 6 E «° as �=o z WWL 25B -197 Equipment (Hardware) and Third Party Software The Client is responsible for providing all Equipment and System Software not specifically listed herein. All Client provided Equipment and System Software must meet TriTech's minimum recommended specifications. Client is responsible for ensuring proper configuration of all Client provided equipment to support operation of die TriTech Software. In the event that TriTech's assistance is required to assist with, or correct equipment configuration, TriTech will invoice the Client at TriTech's then current hourly rates for out of scope services in accordance with Section 9.1 of this Agreement. INSTALLATION AT DESIGNATED LOCATION AND SHIPPING INSTRUCTIONS Deliver To: City of Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Santa Ana System Purchase and Support Agreement Copyright 0 2015 "TriTech Sottwve Systems Unpublished: Rights reserved ender the copyrighe laws of the United States Page 47 of 104 25B -198 Barcode Industrial Portable Data Terminal 4 $ 1,215.00 ,860.00 Barcode Pol Pro Labels 3.00 "x1.00" 8 $ 268.64 ,074.56 E4� Barcode Prinler Resin Ribbon 12 $ 676.00 ,704.00 Barcode TB Zebra, GK420T, Printers, 4" Print Width $ 795.OD ,160.00 $11,818.56 The Client is responsible for providing all Equipment and System Software not specifically listed herein. All Client provided Equipment and System Software must meet TriTech's minimum recommended specifications. Client is responsible for ensuring proper configuration of all Client provided equipment to support operation of die TriTech Software. In the event that TriTech's assistance is required to assist with, or correct equipment configuration, TriTech will invoice the Client at TriTech's then current hourly rates for out of scope services in accordance with Section 9.1 of this Agreement. INSTALLATION AT DESIGNATED LOCATION AND SHIPPING INSTRUCTIONS Deliver To: City of Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Santa Ana System Purchase and Support Agreement Copyright 0 2015 "TriTech Sottwve Systems Unpublished: Rights reserved ender the copyrighe laws of the United States Page 47 of 104 25B -198 ADDENDUM H DEFINED TERMS 1.1 "Acceptance" or "Accept" means the processes described in the ACCEPTANCE section of this Agreement and further defined in the Statement of Work to verify operational functionality in a live production environment of the TriTech Software provided under this Agreement. 1.2 "Archive Server" or "Reporting Server" means a Server or other storage unit on which Client's data resides for archival purposes. 1.3 "Contract Price" means the total of the purchase price of the items as specified in Addendum A -2 including, as applicable, equipment, software licenses, services, fees, expenses and other items acquired under this Agreement, and if included as a line item in Addendum A -2, any applicable sales, use, value added, or other such governmental charges. 1.4 "Deliverable" means an item of equipment, software, services and other items acquired trader this Agreement as listed in Addendum A -2 hereto. 1.5 "Delivery" with respect to the System means physical delivery of substantially all components of each Subsystem to the Designated Location. Delivery shall be deemed to have occurred despite the absence of incidental components provided that Installation of the Subsystem, training and system configuration can begin with the items then delivered. A separate Delivery shall occur with respect to each such Subsystem. Delivery shall not be construed to mean Acceptance of the System or a Subsystem. 1,6 "Demonstration of Licensed Functionality ( "DOLF ")" means the configuration verification procedures for a Subsystem conducted as described in the Statement of Work. 1.7 "Designated Location(s)" means the physical site(s) at which a Subsystem is Installed as specified in Addendum A -1, Statement of Work. 1.8 "'Disaster Recovery Computer System" (with reference to the CAD System) means a server operating in a standby mode used to maintain a duplicate copy of the program and data contained in the Primary Computer System. 1.9 "Documentation'' means any standard user manuals or other related instructional and /or reference materials, provided by TriTech or other Software Vendors, including on -line help information and Release Notes issued in connection with Updates. In case of a conflict between written documentation (user manuals or Release Notes in printed or CD -ROM format) and on -line help information, the printed and CD ROM documentation will control. 1.10 "Equipment" means the computer system equipment specified in Addendum A -2 of this Agreement. TriTeoh tnay substitute equipment for that specified in Addendum A -2 provided that such equipment will meet the requirements of the ,Specifications and this Agreement. (For Santa Ann System Purchase and Support Agreement — Addendum H Copyright © 2015 Tr Tech Software Systems Unpublished: Rights reserved under the copyright laws of the United states Page 1 of 5 25B -199 Definitional purposes, Equipment (Addendum A -2) is differentiated from hardware supplied by Subcontractors (Addendum A -2).) 1.11 "Functional Acceptance Test" (FAT) means the pre -Go Live testing process for each Subsystem as farther defined in the Statement of Work. 1.12 "Functional Description Document" (FDD) means the TriTech document that provides the initial functional description of a custom Interface. 1.13 "Go Live" means the event that occurs when the Client first uses a Subsystem for Live Operations, A separate Go Live may take place with respect to each Subsystem, each Interface, and each Modification. 1.14 "Help Desk" means the TriTech function consisting of receiving calls from Client concerning System problems and assisting Client with resort to the manufacturers of Equipment, Software and other items acquired under this Agreement under the applicable warranties and/or maintenance support agreements. 1.15 "Installation" with respect to Subsystems means the process of running the Subsystem under a procedure to demonstrate basic inter - operability of the applicable Subsystem components at the Designated Location for that Subsystem. "Installation", with respect to the Modifications, means the process of running each Modification under a procedure to demonstrate basic interoperability with the applicable Subsystem at its Designated Location(s). "Installation ", with respect to the Interfaces, means the process of running each Interface under a procedure to demonstrate basic interoperability of the Interface with the applicable Subsystem and the hardware and/or Software with which it is interfaced at its Designated Location(s). 1.16 ",Interface ", collectively or individually, means the interface software described in Addendum A -2. 1.17 `Interface Configuration Document" (ICD) means the document that defines the configuration of an Interface. 1.18 "Interface Description Document" (IRD) means the standard TriTech document that defines the functionality for standard Interfaces. 1.19 "Live Operations" means use of a Subsystem (e.g., the TriTech Software less Interfaces and Modifications) as the primary means of performing its functions. Use of a Subsystem in parallel with Client's existing system for a period not in excess of thirty (30) days where the existing system is the primary means of performing its functions and the Subsystem is being run in a test environment shall not be deemed Live Operations. 1.20 "Modifications" means changes or additions to Software from the standard version thereof prepared hereunder. The Modifications, if applicable, are described in the appropriate Statement of Work, Addendum A -1. The TriTech Software is not custom software, and as such, at TriTech's discretion Modifications or enhancements to the standard version will be made available in a Santa Ana System Purchase and Support Agreement — Addendum H Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 5 25B -200 subsequent version release available to all TriTech clients; or as applicable, made available as a separate module or function, separately licensed and priced. 1.21 "Object Code" means any instruction or set of instructions of a computer program in machine - readable form. 1.22 "Operational Scenarios Document" (OSD) means a document that provides an operational description of a capability or feature within the applicable TriTech solution in sufficient detail that both Client and TriTech team mutually agree to the expected functionality. The OSD provides the "what ", "how," and the information flow (including data flow and data elements, when appropriate) of the capability or feature. The OSD does not provide the technical or internal design of how TriTech's development team will accomplish the requested feature. An OSD will be collaboratively developed for each contracted product customization to be provided by TriTech. Once approved by the Client, the OSD becomes the basis for TriTech's development. 1.23 "Primary Computer System" means the live operations production system. 1.24 "Prime Contractor" means that TriTech shall (i) act as the central point of contact, providing project management services, including coordination and monitoring of all Subcontractor activities with respect to the Project, (ii) subcontract with certain Vendors that provide hardware, Software and /or services in connection with the Project (as more fully described in the Statement of Work), and (iii) pass through to Client warranties received from the Vendors thereof. Prior to Acceptance, should any Subcontractor hereunder be in default, through no fault of Client or its agents, a third party, or an event of Farce Majeure, TriTech shall either continue to perform the duties of the Subcontractor to fulfill the obligations for the Subcontractor in accordance with the Statement of Work, or provide an alternative solution. Provided, however, that in no event will TriTech's responsibility exceed the price for such Subcontractor's portion of the Contract Price. 1.25 "Project Implementation Support" means the services provided to the Client by TriTech during normal TriTech Business Hours, for implementation of the Project, including assistance with code files, prior to Go Live which services are managed by TriTech's Project Manager. 1.26 "Project Schedule" means the schedule mutually developed by the Parties in conjunction with the Statement of Work that provides the schedule for tasks to be completed by TriTech and the Client, and all Deliverable items to be. provided by TriTech hereunder. 1.27 "Server" means a computer in a local area network that runs administrative software which controls access to all or part of the network and its resources and makes such resources available to computers acting as workstations on the network. With respect to the CAD System, this term includes, without limitation, the Primary Computer System and the Disaster Recover Computer System. 1.28 "Software" means collectively or individually the computer prograrcts provided under this Agreement, including, without limitation, the programs for each Subsystem. Santa Ana System Purchase and Support Agreement — Addendum H Copyright 0 2015 TriTech Software Systems Unpuhtishod: Rights reserved under the. copyright laws of the United States Page 3 of 5 25B -201 1.29 "Software Error" means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. In the event TriTech (or another Software Vendor) is unable to reproduce the Software Error at its facilities, TriTech will, at Client's request, visit Client's premises at Client's expense. If it is determined that the problem was caused by Equipment, Software, services , network or other items not supplied or not authorized by TriTech, Client shall, reimburse TriTech for its labor costs for such on site visit, at TriTech's then current rates for consulting. 1.30 "Software Support" means Telephone Support, Software Error Correction, and Software Update services provided by TriTech (and /or other Software Vendors) for the Software, either under warranty or under an annual Software Support Agreement, as more fully described in said Agreement. 1.31 "Software Support Agreement" means collectively or individually agreements of that name (or a similar narne) for the rendering of Software Support services entered into between the parties coincident with this Agreement and renewed from time to time thereafter. 1.32 "Source Code" means the original mnemonic or high -level statement version of Software. 1.33 "Specifications" means (i) the functional requirements and Acceptance Test document(s) ( "ATP ") with respect to each Subsystem; (ii) the Interface Requirements Document ( "IRD ") and ATP for each Interface, or Operational Scenario Document(s) for each Modification; and (iii) the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. 1.34 "Statement of Work" means the document that defines the implementation process for the Project, including specific tasks that are the responsibility of TriTech and the Client. 1.35 "Subcontractor" means one of the entities identified in the Statement of Work as subcontractors to TriTech, if applicable. 1.36 "Subcontractor Hardware" means the hardware supplied by a Subcontractor as part of its Subsystem, and identified in Addendum A -2, if applicable. 1.37 "Subcontractor Software" means software supplied by a Subcontractor as part of its Subsystem and listed in Addendum A -2, if applicable. 1.38 "Subsystem" means each of the applications described in the Statement of Work, including its Equipment, other hardware and software. In most cases, the Subsystem software will share Equipment. (tor the avoidance of doubt, the CAD System is a Subsystem under this Agreement.) 1.39 "Subsystem Software" means individually or collectively the Software provided under this Agreement for each of the Subsystems. Santa Ann System Purchase and Snpport Agreement — Addendum H Copyright © 2015 TriTeoh Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 5 25B -202 1.40 "System" means collectively all Subsystems that make up the integrated Computer System referred to in paragraph 1.2 of this Agreement and more fully described in the Statement of Work. 1.41 "System Software" means the software identified in Addendum A -2 which includes, without limitation, operating system software, DBMS Software, and communications software. 1,42 "Task Completion Report" or "TCR" means the document presented by TriTech's Project Manager to the Client for signature upon completion of a Deliverable. 1,43 "Telephone Support" means the service provided by TriTech for access to the TriTech Customer Set-vice Department by telephone, on a twenty -four (24) hour a day, seven (7) day per week basis, or as applicable on a Normal Customer Service Business Hour basis (7:30 a.m. through 7:30 p.m. Central, Monday through Friday, excluding TriTech holidays). 1.44 "TriTech Business Hours" means TriTech's corporate business hours of 8:30 a.m. to 5:30 p.m. (Pacific Time), Monday through Friday, excluding TriTech holidays. 1.45 "TriTech Project Manager" means the TriTech staff member assigned as the primary point of contact for implementation of the Project who will monitor the activities of the TriTech team, and applicable Subcontractors as further defined in section 9.3. 1.46 "TriTech Software" means the Object Code version of the software specified in Addendum A -2 of this Agreement, and any Modifications provided hereunder. 1.47 `TriTech.com IQ Software" means the Object Code version of the software specified in Addendum F of this Agreement, and any modifications provided thereunder. 1.48 "Update" means revisions or additions to Software provided by the Vendor thereof. The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor. 1.49 "Use" means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This tern shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 1.50 "User" means the operator of a Subsystem Workstation that is configured to access and /or utilize the capabilities and features of the Subsystem Software. 1.51 "Vendor" means any supplier of hardware, software or services under this Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers, With respect to software, this term means the owner of the intellectual property rights, including copyright, to the software. Santa Ana System Purchase and Support Agreement -- Addendum H Copyright 0 2015'rriToch Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 5 25B -203 1.52 "Warranty Period" means the period starting at Subsystem Acceptance for the TriTech Software and Interfaces that Go Live together, and ending one (1) year thereafter. The Warranty Period for any Modifications will also end on the same date. 1.53 "Workstation" means any computer input station that utilizes the functionality of a Subsystem, whether the software resides locally or on a Server. Santa Aria System Purchase and Support Agreement — Addendum kI Copyright © 2015 TdTeoh Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page 6 of 5 25B -204