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Tritech Software Systems 2018
1320 cirow Oshkosh PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made on the May J 2018 by and between the CITY of OSHKOSH, hereinafter referred to as CITY, and TRITECH SOFTWARE SYSTEMS, 9477 WAPLES STREET, SUITE 100, SAN DIEGO, CA 92121, hereinafter referred to as the CONSULTANT. WITNESSETH: ' That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following Agreement. COMPONENT PARTS OF THE AGREEMENT This Agreement consists of the following component parts, all of which are as fully a part of this Agreement as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. The Implementation Services portion of Consultant's Professional Services Proposal dated 5/2/18, and attached hereto, excluding the recurring software product subscription services. 31 Consultant's Statement of Work defining the Implementation Services for the City. 4. IQ Subscription Service License & Use Agreement In the event that any provision in any of the above component parts of this Agreement conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. CITY REPRESENTATIVE The CITY shall assign the following individual to manage this Agreement: (TORI HEIDEMANN, OSHKOSH POLICE DEPARTMENT) SCOPE ORWORK The CONSULTANT shall provide the services described in the CONSULTANT's attached Professional Services Proposal and Statement of Work. CITY and Consultant may mutually agree in writing to make or approve changes within the general Scope of Services contained within the Professional Services Proposal and in this AGREEMENT. If such changes affect CONSULTANT's cost or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. City Hall. 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http:J1www.cl.oshkosh.wi.us RECORDS AND INSTRUMENTS OF SERVICE Excluding any intellectual property of Consultant, all data acquired from the City, as well as the reports, drawings, materials, documents, deliverables, and instruments prepared by the CONSULTANT as instruments of service shall remain the property of the CITY. For clarification purposes, the preceding includes, without limitation, any configuration of information that the CONSULTANT's software is capable of producing that is provided within the scope of the license granted to the CITY and the services described in this Agreement. PUBLIC RECORDS A. No provision in this Agreement, including component parts, shall interfere with, or adversely affect, the CITY's ability to fully comply with the Wisconsin Open Records laws, or with any lawful process of a Court or administrative agency. The CITY acknowledges that the software to be provided by the CONSULTANT is apparently protected by law from disclosure. The CITY also reasonably believes that the CONSULTANT's specific systems and communications protocol, as well as any detailed description of such protocol, is similarly protected in the event the CITY gains access to such information. In the event that the information in the preceding sentence is requested, the CITY will notify CONSULTANT of such request and of the CITY's intention to withhold such information. The CONSULTANT may take actions it deems necessary to protect its interests at its own costs. B. As of the date this Agreement is executed, the CONSULTANT has provided the CITY with information regarding the services to be provided to the CITY through this Agreement. Although the CONSULTANT's information has been voluntarily submitted to the CITY without the benefit of a confidentiality or other similar agreement, or without advance notice of confidentiality issues, the CONSULTANT has subsequently indicated to the CITY that certain information already submitted is confidential, proprietary, or trade secret. The CITY takes no position on the status of CONSULTANT's information pursuant to other laws, and therefore the CITY has reviewed the information submitted by CONSULTANT solely for the purpose of assessing the CTTY's ability to comply with open records laws. After subsequent discussions with the CONSULTANT, and in light of the purposes the information was reviewed, the CITY has made a determination that the information provided by the CONSULTANT does not meet the definition of trade secrets, and would not be protected from disclosure according to Wisconsin's Open Records laws or any other law known to the CITY, or provided by the CONSULTANT at this time. The consultant has indicated that it may not agree with some or all of the CITY's determination regarding the status of information it has provided. Both parties agree that the CONSULTANT does not waive its right to seek a judicial determination regarding whether or not certain information provided to the CITY is in fact protected from disclosure and should not be released pursuant to the Wisconsin Open Records laws. However, the CONSULTANT shall do so at its own expense, and without cost to the CITY, regardless of any fee shifting or damages statute to the contrary, and regardless of the outcome of such proceeding. C. After this Agreement is fully executed, and during the initial and any renewal term of this Agreement, the CONSULTANT shall not submit any trade secrets or other information it believes retains 2 legal protections pursuant to Wisconsin Open Records laws. The CONSULTANT may, however, submit such information if the CITY is provided advance written notice and the parties enter into a written agreement before any such information is disclosed, and which describes the agreed method for handling such information. D. In the event there is a pending open records request, including a mandamus action in a court of competent jurisdiction that is related to the disclosure of any of the CONSULTANT's information related to this Agreement, then the City will not object to CONSULTANT'S involvement in that matter to the extent CONSULTANT wishes to protect its information. However, CONSULTANT shall do so at its own expense and without cost to the CITY. To the extent the records requestor is successful in its court proceeding, and to the extent the records requestor's successful court decision is related to disclosures of CONSULTANT's information, CONSULTANT shall be responsible for all damages, costs, and fees, whether assessed by the Court to the CITY or to the CONSULTANT. E. The parties acknowledge that the terms of this Section, as well as other parts of this Agreement, may be contrary to the terms in component parts attached to this Agreement addressing confidential information. The parties affirmatively state that it is their intention to vary those terms through the terms herein. TERM AND TERMINATION A. Term. This Agreement shall commence upon the date indicated above with initial installation completed in accordance with the Schedule to be developed under the Statement of Work, (understanding this agreement does not govern the Crimemapping.com T2 and IQ CrimeView Dashboard T5 annual subscriptions). This Agreement shall expire upon Project Closure as specified in the Statement of Work, unless terminated earlier by one of the parties as provided below, except that CITY may extend this Agreement, upon written agreement with CONSULTANT. B. Termination. 1. For Cause. If either party shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, and such default is not cured within 30 days of written notice, the other party shall have the right to terminate this Agreement. In this event, the CONSULTANT shall be entitled to compensation to the date of termination. 2. For Convenience. The CITY may terminate this Agreement at any time by giving written notice to the CONSULTANT no later than 30 calendar days before the termination date, and CONSULTANT shall be entitled to compensation to the date of termination. TIME OF COMPLETION The CONSULTANT shall perform the services under this Agreement with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For the purposes of this Agreement, such causes include, but are not limited 3 to, strikes or other labor disputes, severe weather disruptions or other natural disasters, or failure of performance by the CITY. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule, as well as price when such delays are caused by the City. SUSPENSION DELAY OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the Services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. ASSIGNMENT Neither party shall not have the right to assign this Agreement without the written prior consent of the other. INDEPENDENT CONSULTANT CONSULTANT is an independent CONSULTANT and is not an employee of the CITY. COOPERATION IN LITIGATION AND AUDITS At no cost to the C -M , CONSULTANT shall reasonably cooperate with the CITY, the CPTY's insurer, the CITY's attorneys, the CITY's Auditors or other representative of the CITY(collectively, the "CITY" for purposes of this Article) in connection with (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding (collectively "Litigation") or internal or governmental Audit, with respect to matters relating to this Agreement; other than a third party proceeding in which CONSULTANT is a named party and CONSULTANT and the CITY have not entered into a mutually acceptable joint defense agreement. CONSULTANT shall be compensated at commercially reasonable rates to the extent the CITY wishes to retain CONSULTANT as an expert in any matter. In the event any of the CONSULTANT's intellectual property or trade secrets are in the possession of the CITY and are requested by others through a legal process, then the CITY shall notify CONSULTANT to allow the CONSULTANT to take any action it deems appropriate to protect its interests. Such cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making CONSULTANT's employees available to the CITY (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the CITY to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the CITY all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. City shall reimburse CONSULTANT for reasonable direct expenses incurred in connection with providing documents and records required under this paragraph and may require, at the City's sole 4 discretion, such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage and similar costs, but do not include wages, salaries, benefits and other employee compensation. CONSULTANT shall not be entitled to additional compensation for employee services provided under this paragraph. STANDARD OF CARE The standard of care applicable to CONSULTANT's Services will be the degree of skill and diligence normally employed by professional CONSULTANTs or consultants performing the same or similar Services at the time said services are performed. CONSULTANT will re -perform any services not meeting this standard without additional compensation. CONSULTANT's responsibilities for claims by third parties are subject to the limits of liability set forth herein. CITY RESPONSIBILITIES The CITY shall furnish, at the CONSULTANT's request, such information as is needed by the CONSULTANT to aid in the progress of the project provided the information is reasonably obtainable from CITY records. In the event that certain information cannot be reasonably obtainable by the CITY, and such information is necessary for CONSULTANT to carry out its obligations described in this Agreement, then both parties agree to enter into good faith negotiations to adjust any affected term. CONSULTANT may reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CM. To prevent any unreasonable delay in the CONSULTANT's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the Implementation Services the amount of $25,200.00 in the Cost Proposal of the Consultant's Professional Services Proposal dated 5/2/18, and under the terms of the separate IQ Subscription Service License & Use Agreement, the CITY shall pay. the amount of $8,525.00 for the recurring software product subscription services specified in Consultant's Proposal dated 5/2/18. B. Payment Schedule. The CONSULTANT shall submit an invoice for the services in accordance with payment terms set forth in Consultant's Professional Services Proposal dated 5/2/18. The CITY shall pay the CONSULTANT within 30 calendar days after receipt of such invoice. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. 5 HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CONSULTANT, its agents or assigns, its employees, or its SUBCONSULTANTs related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and damages which the CITY is adjudged to pay on any such claims or demands for indemnification for those actions, claim, and demands caused by or resulting from intentional or negligent acts, subject to the limitations set forth below. The total liability of CONSULTANT for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the amounts paid under this Agreement by the CITY to CONSULTANT during the twelve (12) month period preceding the date 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 CONSULTANTs insurance carrier(s), the coverage limits of such insurance. IN NO EVENT SHALL CONSULTANT BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER CONSULTANT HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. CONSULTANT MAKES NO OTTER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the City further agrees to hold CONSULTANT harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CITY, its agents or assigns, its employees, or its SUBCONSULTANTs related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh insurance Requirements for Professional Services. WHOLE AGREEMENT / AMENDMENT This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. NO TBIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third -party beneficiaries. AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY This Agreement is the product of negotiation between the parties hereto and no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant or condition contained herein. NO WAIVER Failure of either party to insist upon the strict performance of terms and provisions of this agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party's right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. NON-DISCRIMINATION The Consultant agrees not to discriminate in its operations under this Agreement on the basis of race, color, creed, age, and gender, or as otherwise prohibited by law. A breach of this covenant may be regarded as a material breach of this Agreement SEVERABILITY If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the remainder of this agreement shall not be affected thereby the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. CHOICE OF LAW AND VENUE The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this contract to be sealed with its corporate seal and to be subscribed to by its City Manager and City Clerk and countersigned by the Comptroller of said City, and CONSULTANT hereunto set its hand and seal the day and year first above written. In -the Presence of: Contracts Mgr. (Seal of CONSULTANT if a Corporation.) APPROVED: CONSULTANT TriTech Software Systems By: Blake Clark, CFO (Specify Title) CITY OF OSHKOSH By: k A. Rohloff, City Manager And: LXX Pamela R. Ubrig, City erk I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract ,MIL'ov , City Comptroller STATEMENT OF WORK Oshkosh Police Department CrimeView Dashboard (Hosted) and Crimemapping.com VER 1.1 TRITF---CH Su: I VMRL SYS i UVIS TriTech Software Systems 9477 Waples Street, Suite 100 San Diego, CA 92121 Fax: 858.799.1010 Technical Services: 1.800.987.0911 © 2003-2017 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States. All information in this document is proprietary and confidential and owned by TriTech Software Systems'M No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, for any purpose, 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, Inform Jail, IQ Search, Inform FBR, Inform CAD GISLink, CrimeView, FireView, and NEARme are trademarks of TriTech Software Systems. ArcGIS, ArcMap and ArcCatalog are registered trademarks of Environmental Systems Research Institute (ESRI) in the United States and other countries. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. 02017 TriTech Software Systems Overview Table of Contents Tableof Contents..................................................................................................................... 2 Overview................................................................................................................................... 4 1.1 Statement of Work............................................................................................................................................... 4 1.2 General Client Responsibilities........................................................................................................................... 4 1.3 Project Exclusions, ............................................................................................................................................... 5 2 Project Deliverables........................................................................................................... 7 2.1 Overview of Project Deliverables....................................................................................................................... 7 3 TriTech Project Roles and Responsibility........................................................................ 7 3.1 Overview.............................................................................................................................................................. 7 3.2 TriTech Project Manager..................................................................................................................................... 7 3.3 Implementation Specialist................................................................................................................................... 8 3.4 Technical Services Group.............................../...........................................:....................................................... 8 3.5 Account Manager................................................................................................................................................. 8 4 Recommended Client Roles and Responsibilities........................................................... 9 4.1 Overview.............................................................................................................................................................. 9 4.2 Project Manager...................................................................................................................................................9 4.3 System Administrator..........................................................................................................................................9 4.4 CAD/RMS/other Database Adgrinistrator.......................................................................................................... 9 4.5 GIS Analyst........................................................................................................................................................ 10 4.6 Dashboard Administrator.................................................................................................................................. 10 4.7 Dashboard Designer........................................................................................................................................... 10 4.8 Analyst & Command Staff................................................................................................................................ 10 5 Project Controlling Processes.........................................................................................11 5.1 Overview............................................................................................................................................................ 11 5.1.1 TriTech Responsibilities.......................................................................:................................................... 12 5.1.2 Client Responsibilities............................................................................................................................... 12 5.2 Change Management Process............................................................................................................................ 12 5.2.1 TriTech Responsibilities........................................................................................................................... 12 5.2.2 Client Responsibilities...............................................................................................................................12 5.3 Document Review.............................................................................................................................................. 13 5.3.2 TriTech Responsibilities........................................................................................................................... 13 5.3.3 Client Responsibilities............................................................................................................................... 13 6 Project Initiation and Planning.........................................................................................14 6.1 Overview............................................................................................................................................................ 14 6.1.1 TriTech Responsibilities........................................................................................................................... 14 6.1.2 Project Kick Off......................................................................................................................................... 15 7 Project Execution..............................................................................................................16 7.1 Overview............................................................................................................................................................ 16 7.2 Implementation of CrimeView Dashboard...................................................................................................... 16 7.2.1 Prerequisite Collection and Preparation...................................................................................................16 7.2.2 Application Configuration, Staging Deployment, and Initial Review ................................................... 16 7.2.3 Installation.................................................................................................................................................. 17 7.2.4 Dashboard Administrator/Designer Training (Remote).......................................................................... 17 7.2.5 Dashboard Train the Trainer Training (On Site)..................................................................................... 18 7.3 Dashboard Go Live & System Review............................................................................................................. 19 The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 2 Software Systems. 02017 TriTech Software Systems Overview 7.3.1 System Review.......................................................................................................................................... 19 7.4 Implementation of Crimemapping.com............................................................................................................ 20 7.5 Crimemapping.com System Review & Go Live............................................................................................. 21 7.5.1 System Review.......................................................................................................................................... 21 8 System Acceptance..........................................................................................................22 9 Project Closure..................................................................................................................23 10 Appendix A — Dashboard Hardware, Software, and Related Requirements .................24 The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 3 Software Systems. 02017 TriTech Software Systems Overview 1.1 Statement of Work This Statement of Work (SOW) defines the services and deliverables that TriTech will be providing in accordance with the terms and conditions of the System Purchase Agreement (the "Agreement") between TriTech Software Systems (TriTech) and the Oshkosh Police Department ("Client"). The pricing and services for this project require the project duration not to exceed a period of five (5) months to Project Closure. If the project exceeds the expected duration due to client delays, additional services must be purchased. This project description includes the services and deliverables specified by the Purchase Agreement, including if applicable, TriTech Software and services, Third Party products and services for the implementation of the System and Subsystems specified in the Purchase Agreement (collectively the "Project"). In some cases, the framework of Deliverables documented by this SOW for this Project may be further defined through additional documents. 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. 1.2 General Client Responsibilities In addition to those Client responsibilities stated elsewhere in this SOW, the Client is responsible for: 1) Provision of all hardware required for the project. The hardware must meet or exceed the specifications outlined in the SOW. The client may not be required to provide an Import Server in cases where that can be installed on an existing server 2) The installation, configuration, maintenance (including patch management and upgrades of Microsoft software required by the System). 3) The assignment of machine names and IP 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. 4) 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, Microsoft licenses, Disaster Recovery Software, and services required to extract legacy data and convert into acceptable data formats. 5) The provision of GIS data as requested by TriTech staff. This information must be provided on a timely basis in order to meet the project timelines. This information will be provided in a format requested by TriTech staff in accordance with TriTech Documentation. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TnTech 4 Software Systems. 02017 TriTech Software Systems Overview 6) Assistance with any non-TriTech systems and/or databases the application or import process will interface with in order to obtain data or provide functionality. Common examples include provision of data dictionaries, ODBC connectivity, and information pertaining to the type, location, and structure of data in the source CAD, RMS, or other source database(s) or data file(s). 7) The timely review and approval of Change Orders, Task Completion Reports (TCR) and/or other project documentation as further defined in this SOW. 8) Providing a facility with the required computer and audio-visual equipment for training. 9) Timely completion of Data Categorization Worksheets, Application Reviews and, where appropriate, Content Building for the CrimeView application. 10) TriTech pricing for this Project assumes that all Client supplied products and services required to support the project will be delivered according to this agreed to Statement of Work, based upon a mutually agreed upon project schedule. This timeline will require a commitment by Client staff to attend project meetings, attend training, and execute action items in a timely fashion. Should the Client find that it is unable to support the agreed to schedule, TriTech reserves the right to execute a mutually agreed to Project Change Order. The Change Order will make the necessary modifications to schedule and/or scope of the project and, if applicable, allow TriTech to recoup any additional costs which may be incurred by TriTech as a result of Client delays. 11) The Client is responsible for providing remote connectivity to TriTech 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. 1.3 Project Exclusions 1) TriTech Software Systems provides software applications that it develops. These applications are sold as is and are considered to be "Commercial Off The Shelf' (COTS) software packages. The functionality of these products will be based on TriTech's current design and functionality of these COTS products, unless otherwise indicated in the Purchase Agreement, or if applicable, TriTech's responses to the RFP. 2) Work, software, services, hardware, Systems, Subsystems, product/software modifications, or any other deliverables not explicitly stated in the Purchase Agreement will not be included in the Project. 3) Any modification to TriTech standard products or customizations to such products that are not explicitly stated in the Purchase Agreement are excluded from the scope of this Project. 4) Changes in scope will only be executed through a mutually agreed upon Change Management Process, as described in the Project Management Plan. 5) TriTech is not responsible for the deficiencies in the Client's internal or contracted network to support remote workstations. 6) TriTech is not responsible for the deficiencies in a Client's internal or contracted network to support CrimeView Dashboard due to bandwidth or limitations in wireless coverage. 7) Unless otherwise stated, this project does not include reconfiguring the data import process for a separate or replacement CAD, RMS, or other source database/system after the initial configuration is initiated. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 5 Software Systems. 02017 TriTech Software Systems Overview 8) This project does not include creation or modification of GIS data by TriTech staff. 9) There are no contracted software modifications. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TnTech 6 Software Systems. ®2017 TriTech Software Systems 2 PROJECT DELIVERABLES 2.1 Overview of Project Deliverables This project will provide a combination of software and services that comprise the System for use by the Client's Public Safety Organization(s). The individual Subsystems to be provided will comprise the overall System. The Purchase Agreement specifies the software licenses included in this Project by the quantity and environment in which licensed. This includes all Server and User Licenses, Standard and Custom Interfaces, as well as other TriTech tools and utilities. The Purchase Agreement for this project incorporates the following applications/systems: 1) IQ CrimeView Dashboard (Hosted) a. Configuration of the Dashboard to interface with the following source data: i. Calls for Service (Source system: NewWorld CAD) ii. Crime Incidents/Offenses (Source system: NewWorld RMS) iii. Arrests (Source system: NewWorld RMS) 2) Crimemapping.com Implementation of different components of the systems is performed in a series of interrelated processes. Many processes can be performed concurrently while others are sequential in nature. TriTech has implemented process gates to 0nsure successful completion of tasks in the optimal order before a subsequent activity begins. The only reference for the number and type of software licenses is the Purchase 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 Purchase Agreement. 3 TRITECH PROJECT ROLES AND RESPONSIBILITY 3.1 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 timeframe. 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 contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 7 Software Systems. 02017 TriTech Software Systems TriTech Project Roles and Responsibility 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 are minimized. The Project Manager is involved in the Project beginning with the SOW development and continuing through post Go Live Project closure activities. 3.3 Implementation Specialist The Implementation Specialist specializes in GIS (Geographic Information Systems), ETL (Extract, Transform, Load) data processes, and public safety analysis. This individual is responsible for assisting with software installation and configuration, assessing GIS and other data, configuring the SQL, geocoding, and ETL middleware interfaces, configuring the end user application, and training administrators and users. The Implementation Specialist will also coordinate deployment/installation of web applications and advise on server and web configurations related to those applications. 3.4 Technical Services Group Customer service functions and technical support for the Client's System during the Project is coordinated by the TriTech Project Manager. After Closure, TriTech's Technical Services Group is responsible for providing on-going support for the Client's System as defined in the Purchase Agreement and the Software Support Agreement. 3.5 Account Manager The Account Manager is an important resource to the Client throughout the life of their System. The Account Manager 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 Manager participate as a key Project member provides an enhanced level of continuity for the Client as they continue their relationship with TriTech. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 8 Software Systems. 02017 TriTech Software Systems Recommended Client Roles and Responsibilities 4 RECOMMENDED CLIENT ROLES AND RESPONSIBILITIES 4.1 Overview Implementation of the system(s) 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 users to stakeholders. These "subject matter experts" must 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. The provided role descriptions define specific responsibilities. The Client may elect to create individual positions, combine responsibilities, and/or assign responsibilities within their current organizational structure. 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. In addition, it is recommended that the Client, early in 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, as well as the System Administrator, are key to the success of the Project. It is paramount that the Client develops this team during the implementation process so that the Client successfully achieves a degree of self-reliance with the understanding of the system(s) in addition to any generalized technical responsibilities. 4.2 Project Manager 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, timely approval and processing of invoices, review and approval of Task Completion Reports ("TCRs") and applicable configuration sheets, and management of the Client's staff. Additionally, the Client's Project Manager is responsible for coordinating the efforts, activities, and communications between TriTech and third party vendors that are not TriTech Subcontractors, as well as any deliverables from these vendors to the Project. 4.3 System Administrator The Client's System Administrator is the individual primarily responsible for providing and preparing the server(s) for the application, including installing and maintaining the Windows operating system and agency - standard security, providing appropriate local user accounts and remote access, installing software when needed, and backing up servers and data. 4.4 CAD/RMS/other Database Administrator The Client's CAD/RMS Database Administrator is the individual primarily responsible for providing information about any non-TriTech CAD, RMS or other database or data files being accessed for use with The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 9 Software Systems. 02017 TriTech Software Systems Recommended Client Roles and Responsibilities the system and assisting with the collection of source data, including provision of an ODBC database connection when necessary. 4.5 GIS Analyst The GIS Analyst is responsible for the mapping components required for the system. Activities include providing the initial GIS files to TriTech for analysis and integration into the application and advising on and potentially editing GIS data as necessary. This person (or group of people) should attend the Dashboard training. 4.6 Dashboard Administrator The Dashboard Administrator(s) will be responsible for the management of the application, including users, permissions, and organization, as well as coordinating or providing any ongoing internal user training. This person or persons will be engaged in the implementation of the system and will participate in making decisions relating to its configuration. The Dashboard Administrator will attend all of the Workshops/Trainings as purchased throughout the Purchase Agreement. This person should have a general understanding of the internal structure and agency workflows. 4.7 Dashboard Designer The Dashboard Designer(s) will have the responsibilities for creating and managing the application content (Widgets, Pages, Alerts, Queries on Demand, etc.) and may also be the Dashboard Administrator. The Dashboard Designer will attend all of the Workshops as purchased throughout the Purchase Agreement. This person should have a comprehensive understanding of the analytical needs of the department or the user group they represent. 4.8 Analyst & Command Staff Input from the department analyst(s) (crime, fire, or other) and the command staff throughout the project is critical for a successful deployment and configuration of the Dashboard. These individuals should coordinate with the Dashboard Administrator(s) and Designer(s) to guide the organization and use of the application. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 10 Software Systems. 02017 TriTech Software Systems 5 PROJECT CONTROLLING PROCESSES 5.1 Overview Project Controlling Processes will be established early in the Project life cycle during the Planning Phase. Project Control is the process may include completing regularly scheduled Project progress meetings at TriTech's discretion, as well as implementing the processes needed for Change Management. The process begins during the initiation process and concludes at the end of the Project. 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 measure 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 providing GIS data or source data access will delay configuration of the import process, which will likely impact 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 Lives. 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 terms within the Purchase 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 Purchase Agreement. 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 the Purchase Agreement, for contract line items that will be invoiced relative to the TCR. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech Software Systems. 02017 TriTech Software Systems Project Controlling Processes 5.1.1 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. c) TCRs that trigger a payment will include the payment amount in accordance with the Purchase Agreement payment schedule. 5.1.2 Client Responsibilities a) Client will review and approve TCRs within a three (3) 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 Purchase Agreement or this SOW. Such notification from the Client shall be provided to the TriTech Project Manager within three (3) business days of receipt of the TCR. 5.2 Change Management Process 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, the supporting project schedule, and/or the terms of the Purchase Agreement for this SOW, both parties must approve each change in writing and agree on the impact each change may have on the Purchase Agreement and related attachments. 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. A Project Change Order will be the vehicle for communicating and approval 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, and/or the terms of the Purchase Agreement for this SOW. 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 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 Change Order by both parties. Upon the approval by both parties the Change Order will be authorized for implementation. 5.2.1 TriTech Responsibilities a) Change Orders will be prepared for submission to the Client when required. 5.2.2 Client Responsibilities a) When applicable, the Client will identify the services or deliverables that will be subject to a Change Order, per the Purchase Agreement between both parties. b) Client will approve and process Change Orders in a timely manner. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 12 Software Systems. 02017 TriTech Software Systems Project Controlling Processes 5.3 Document Review In the course of the Project, TriTech may deliver several documents to the Client for review. These documents may include data categorization worksheets and questionnaires documenting hardware, network, or end user workstation configurations. The Client is responsible for prompt and accurate completion and/or approval of the required documents. The TriTech Project Manager will retain a copy and provide Client with a copy. Should the Client find any document unacceptable, the Client must 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 documents within a mutually satisfactory timeframe. Status Reports are not subject to approval. In order to ensure compliance with the Project Implementation Schedule, the Client is responsible for the review and completion of such documents. Documents requiring approval or comments must be returned to TriTech within three (3) business days. Worksheets and questionnaires must be returned to TriTech within five (5) business days. 5.3.1.1 Documents Subject to Client Approval a) Change Orders b) Task Completion Reports (TCR) 5.3.1.2 Documents Subject to Client Review not Requiring Approval a) Project Schedule Note: The Project Schedule and any changes hereto are to be mutually agreed upon between the Client and TriTech. b) Action Item Documents c) Data categorization worksheet(s) and other questionnaires or worksheets 5.3.2 TriTech 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. 5.3.3 Client Responsibilities a) Review the documents presented and provide the appropriate information back to TriTech within three (3) business days for Change Orders and/or Sales Orders and five (5) business days for configuration sheets, questionnaires, and other worksheets. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 13 Software Systems. 02017 TriTech Software Systems 6 PROJECT INITIATION AND PLANNING 6.1 Overview Project Initiation and Planning involves gathering the necessary Project specific information in order to produce a Project Schedule. 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 and TriTech during this process is at a high level and consists of interaction between both Project Managers and a small group of Project stakeholders. The project must be managed in a manner that will allow for adjusting the Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project life cycle, 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 due to several factors such as change in Project scope, scheduling conflicts, delay in approving project documents, resource availability, etc. All changes to the Project Schedule will be discussed between both parties and will be incorporated within a published schedule upon approval from the Client and TriTech. 6.1.1 TriTech Responsibilities a) Assign a Project Manager to the Project to participate in Initiation phase activities. b) Produce required documentation to support Initiation activities c) Review the SOW with the Client. d) Identify and engage the TriTech Project team responsible for carrying out Project Execution. e) Baseline the Project Schedule. f) Prepare and submit the TCRs for the project schedule baseline. g) Develop and submit invoice for payment due at execution of the Purchase Agreement. 6.1.1.1 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 comment on the Project Schedule. d) Review and comment on TriTech provided documentation to support Initiation activities. e) Finalize and approve the SOW with TriTech. f) Approve the TCRs within 3 business days. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 14 Software Systems. ®2017 TriTech Software Systems Project Initiation and Planning 6.1.2 Project Kick Off During the planning phase, the TriTech Project Manager will hold a remote Kick -Off meeting with the Client's Project team. During the Kick -Off meeting, the TriTech Project Manager will provide an overview of the following: 1. The TriTech Execution Process 2. A high level description of Project Deliverables 3. A review of Software and database requirements 4. Review deliverables by TriTech 5. Review deliverables by Client 6. Review of System architecture 7. Discussion of GIS map layers and design preferences 8. Review of CAD/RMS/other source data 9. Review of applicable Dashboard design options 10. Discuss the remote connection method 11. Assign roles and responsibilities for the Project team members. 12. A high level review of the preliminary Project Schedule including projected Project milestones and checkpoints 13. Review any project related questions from the Client's team 6.1.2.1 TriTech Responsibilities a) 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. d) Prepare and submit a TCR upon completion of the Kick -Off meeting. 6.1.2.2 Client Responsibilities a) Work 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 key 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 internet connectivity for a Web Meeting, seating, audio-visual equipment including a proj ector(s) and screen. d) Review and approve the applicable TCRs. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 15 Software Systems. 02017 TriTech Software Systems Project Execution 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) Development, configuration, installation and testing of software deliverables and 2) Delivery of Project related services such as Project related training. These processes are iterative in nature with a number 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 Implementation of CrimeView Dashboard The CrimeView Dashboard will be implemented through a series of standard steps and process gates. 7.2.1 Prerequisite Collection and Preparation The Client's preparation and delivery of prerequisites to the TriTech project team is a critical gate for starting the implementation work. 7.2.1.1 TriTech Responsibilities a) Provide a prerequisites list following the project kick-off meeting. b) Prepare and submit a TCR upon completion of critical prerequisite collection. 7.2.1.2 Client Responsibilities a) Configure hardware, including creation of a TriTech local administrator account on the application servers (details in Appendix A — Dashboard Hardware, Software, and Related Requirements) b) Provide source data access information, typically including ODBC connection details, a read-only database user in each source system, installation of any necessary ODBC or other drivers on the Import Server, and delivery of data dictionaries or target table/field information where requested by TriTech. c) Install required software on the Import Server: ArcGIS Desktop, ArcGIS VBA, TriTech Desktop application(s) d) Provide required GIS data (details will be provided either as a deliverable document, or via webin Commented [Gail: e) Configure remote access according to TriTech's approved remote connectivity methods. t) Review and approve the applicable TCRs. 7.2.2 Application Configuration, Staging Deployment, and Initial Review The TriTech Implementation Specialist will configure and automate the ETL (Extract, Transform, and Load) processes, including configuring connection(s) to the CAD, RMS, and/or other data sources, SQL or text file imports, data processing, geocoding, and output and transfer of data. Upon completion of this process, the Implementation Specialist will configure the Dashboard application according to the Application Specifications and Standard Field Lists (details for Application Specifications and Standard Field Lists krill be provided either as a deliverable document, or via webinarb.Thea lication will then be installed in the commented [cs21: TriTech staging environment and demonstrated to the customer for an initial review, and training dates will be scheduled during or following the demonstration. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 16 Software Systems. 02017 TriTech Software Systems Project Execution 7.2.2.1 TriTech Responsibilities a) Configure the ETL process and Dashboard application. b) Provide the Client with data categorization worksheets as necessary. c) Install the application in the TriTech staging environment. d) Schedule and conduct the Application Review Meeting. e) Initiate Scheduling of all Dashboard Training sessions. t) Prepare and submit a TCR upon completion of the Application Review Meeting. 7.2.2.2 Client Responsibilities a) Respond promptly to information, data, and assistance requests from the TriTech team. b) Complete data categorization worksheets, if required, within 5 business days of the request. c) Work with the TriTech Project Manager to facilitate scheduling a date for the Application Review meeting. d) Schedule the appropriate personnel from the Client's team to attend the Application Review Meeting. This review should include key stakeholders, including analysts, appropriate command staff representatives, and other potential users and subject matter experts. e) Review and approve the applicable TCRs. 7.2.3 Installation The TriTech Implementation Team will install the application. 7.2.3.1 TriTech Responsibilities a) Coordinate an Installation Planning Meeting with the customer if necessary b) Install the application in the live (Cloud premise) environment. 7.2.3.2 Client Responsibilities a) Provide all hardware, software, and other requirements outlined in Appendix A — Dashboard Hardware, Software, and Related Requirements. 7.2A Dashboard AdministratodDesigner Training (Remote) This TriTech instructor led class is designed for those individuals who will be responsible for the administration of the CrimeView Dashboard users, permissions, and content. These. individuals typically hold analyst, command staff, GIS, or Information Technology positions. Participants will be instructed on how to use the full application, add/remove users, configure roles and permissions, create content (widgets, alerts, queries on demand, and notes), and organize the content into briefing books and groups. The recommended class size for this training is 2-8 participants. This training is 4- 6 hours and is delivered in one or two remote sessions. 7.2.4.1 TriTech Responsibilities a) Schedule the Administrator/Designer training in accordance with the Client's availability and the Project Schedule. The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 17 Software Systems. ®2017 TriTech Software Systems Project Execution b) Provide standard Administrator/Designer training sessions for Client personnel c) Prepare and submit TCRs upon completion of the training. 7.2.4.2 Client Responsibilities a) Schedule appropriate personnel to attend Administrator/Designer training. b) Ensure participation of the appropriate personnel. c) Provide adequate hardware, telecom, and/or other facilities for the training: d) Review and approve the applicable TCRs. 7.2.5 Dashboard Train the Trainer Training (On Site) Note: Train the Trainer occurs after Dashboard Go Live & System Review and is not a dependency for System Acceptance. Note: This training must occur within 6 weeks of Dashboard Go Live & System Review. If the Client cannot schedule the training within this window, an alternative, equivalent delivery method such as a video or remote training will be provided. No refund or credit will be provided as a result of this change. This TriTech instructor led class is designed for a focused group of Dashboard end users who will be responsible for formally or informally training the balance of users at the agency. End users include roles such as officers, command staff, analysts, and 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 15 participants, and TriTech recommends that each participant follows along on a computer. At completion of this training, participants will be able to perform the following: • Access and successfully login to Dashboard • Navigate and view the content within the site • Run queries and analysis routines within the site. • View and post notes/missions within the site. • Save their own individual queries within the site. This training includes two duplicate 4 hour sessions that are delivered on-site both on the same day or in the afternoon of the first day and the morning of the following day. These half day courses train a core set of end users on the CrimeView Dashboard 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 fifteen (15) students per class. 7.2.5.1 TriTech Responsibilities a) Schedule the Dashboard Train the Trainer classes in accordance with the Client's availability and the Project Schedule. The contents ofthis material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 18 Software Systems. 02017 TriTech Software Systems Project Execution 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. 7.2.5.2 Client Responsibilities a) Provide adequate training facilities, including a conference room with adequate space, computers for each attendee, and a computer projector. b) Prepare the training computers by installing any required software and ensuring access to the Dashboard website(s). a) Ensure participation of the appropriate personnel. b) Provide Dashboard training to all other end users. c) Review and approve the appropriate TCR. 7.3 Dashboard Go Live & System Review Dashboard "Go Live" occurs at the point when the Dashboard application is available to trained Administrator users. This initiates the System Review, during which the client takes responsibility for testing and data validation, and TriTech provides support and consultation. 7.3.1 System Review Once the system is in production, one or more Administrator login have been provided to the client, and the Administrator/Designer training has been completed, the application will be considered "live", and the System Review will begin. During the System Review, the client is responsible for reviewing the application and informing the TriTech Project Manager of any noticed or potential issues or deficiencies with the configuration or data. The System Review period will expire in 10 business days, at which point, TriTech will address all submitted items prior to Train the Trainer training. TriTech responses to each submitted item will fall into one of the following categories: • This item refers to something in the application or data import configuration that has been confirmed and fixed/changed. • Further information or action from the Client is required in order to assess the item (a time window for Client action will be provided). • This item is a result of the source query or GIS data provided by the Client and requires Client action to fix (a time window for Client action will be provided). • This item identifies a software bug that has been submitted for review and rectification. • This item refers to a function or known limitation of the application that lies in the application code rather than the configuration, and changes to the application code are excluded from this project. Suggested Client Review Items: • Presence of contracted Query Layers (example: Calls for Service, Incidents, Arrests, etc.) o Query Layers are listed/visible in the "What' query panel. • Query layer data integrity and completeness: The contents ofthis material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 19 Software Systems. ®2017 TriTech Software Systems Project Execution o Compare/confirm the number of records vs. the source database (CAD/RMS) by running identical queries in both systems. o Confirm the fields identified in the Statement of Work are included by viewing the data in the Table. o Confirm that the fields displayed in the Table contain the expected values (including codes/descriptions) o Review Crime/Incident/Data type categorization/symbology. Saved Query Completeness and Accuracy o Confirm the accuracy and completeness of the Saved Query picklists on the "What" query panel. o Perform queries and confirm that they return the expected results. Geocoding o Use Pin Map queries and/or Filter widgets to plot records on the map and spot check general accuracy to confirm the mapped location matches the address/location listed on the record. o Spot check the address values displayed in the Dashboard (every query layer) against the address listed in the source system/data. Geography and Operational Layers o Confirm the Geographic Query Layers identified in project planning (up to 10) are present and the proper selection values are listed on the "Where" query panel (example: "Zone 1, Zone 2, Zone 3... ") o Confirm the Operational Layers identified in project planning (up to 5) are present and accurately reflect the GIS data provided for the project. 7.3.1.1 TriTech Responsibilities a) Prepare and submit a "Go Live" TCR at the completion of Administrative/Designer Training b) Notify the Client that the System Review period has begun, provide the review items listed above c) Receive and address all items/issues submitted by the Client during the System Review d) Prepare and submit a TCR. 7.3.1.2 Client Responsibilities a) Complete the Suggested Client Review Items listed above. b) Inform the TriTech Project Manager of any questions, issues, or requested configuration changes. c) Review and approve the appropriate TCRs 7.4 Implementation of Crimemapping.com Note: Crimemapping.com utilizes the hardware, software, and other requirements for CrimeView Dashboard and may be implemented prior to Dashboard if desired by the Client. Completion of task 7.2.1 Prerequisite Collection and Preparation is a prerequisite'for this task. The TriTech Project Manager will provide the Client with a Crime Categorization Worksheet enabling them to match the Agency's offense codes to the 15 Crimemapping Crime Categories. All offense codes not The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 20 Software Systems. ®2017 TriTech Software Systems Project Execution mapped to one of the 15 categories will be excluded from the site. The Client will complete the worksheet and return it to the Project Manager within 5 days. Upon receipt of the required items and information, the TriTech Implementation Specialist will configure the data extraction application and deploy the agency's data to the Crimemapping environment. Site"and data specifications kill be provided either as a deliverable document, or via webina�{ commented [ce3l The TriTech Project Manager will provide the Client with the Crimemapping Staging Site URL and login information. At this point, the Client will have 10 days to review the site prior to the data being made available to the public on Crimemapping.com. 7.4.1.1 TriTech Responsibilities a) Connect to the source server and configure the ETL process b) Prepare the Crime Categorization Worksheet and provide it to the Client c) Configure the agency on the Crimemapping.com staging site d) Provide the Client with the Crimemapping.com staging site URL and login account 7.4.1.2 Client Responsibilities a) Complete the Crime Categorization Worksheet within 5 days and return it to the TriTech Project Manager b) Provide the following to the TriTech project manager: o Jurisdiction boundary GIS file (if available) o Address of the agency's headquarters o The agency website and up to three additional URLs may be provided for reference on Crimemapping.com 7.5 Crimemapping.com System Review & Go Live The Crimemapping.com System Review initiates upon TriTech's provision of the Crimemapping staging site URL and login account. The System Review duration is 10 days, and upon completion of the review period, the client agency's data will be released to the publicly available Crimemapping.com site signifying "Go Live." 7.5.1 System Review During the System Review, the client is responsible for reviewing the application and informing the TriTech Project Manager of any noticed or potential issues or deficiencies. The System Review period will expire in 10 business days, at which point, TriTech will address all submitted items prior to Go Live. TriTech responses to each submitted item will fall into one of the following categories: • This item refers to something in the application or data import configuration that has been confirmed and fixed/changed. • Further information or action from the Client is required in order to assess the item (a time window for Client action will be provided). The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 21 Software Systems. 02017 TriTech Software Systems System Acceptance • This item is a result of the source query or GIS data provided by the Client and requires Client action to fix (a time window for Client action will be provided). • This item identifies a software bug that has been submitted for review and rectification. • This item refers to a function or known limitation of the application that lies in the application code rather than the configuration, and changes to the application code are excluded from this project. Suggested Client Review Items: • Ability to log into the Crimemapping staging site • Presence of client agency data in the staging site, searchable by agency, address, and city/state • Data integrity and completeness: the crime records shown on the site generally reflect the count queried from RMS. Note: data filtering and categorizing may produce slight variations between RMS and Crimemapping.com, and the site generally shows one record per included offense rather than one record per incident. • Geocoding: the records are placed appropriately on the map. Note: map placement is generalized to the center of the street in an effort to protect victim privacy. 7.5.1.1 TriTech Responsibilities a) Receive and address all items/issues submitted by the Client during the System Review b) Release the Client Agency's data to the public Crimemapping.com site after the 10 day review period c) Prepare and submit a TCR. 7.5.1.2 Client Responsibilities a) Review the Agency's data on the Crimemapping Staging Site b) Provide approval to release the Agency's data to the public Crimemapping.com site prior to expiration of the 10 day review period if desired c) Review and approve the appropriate TCRs 8 SYSTEM ACCEPTANCE Each system/application will be considered Accepted upon completion of the associated System Review. The contents ofthis material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 22 Software Systems. 02017 TriTech Software Systems Project Closure 9 PROJECT CLOSURE Project Closure activities will take place immediately after System Acceptance and completion of all deliverables. Following completion of the final deliverable, typically the final training, the Client will have 10 days to submit any in -scope system revisions before the final TCR is provided. The final TCR will be delivered to the Client Project Manager via email. Failure to respond within 10 days of the initial TCR email will be considered consent to close the project. Support of the System and Subsystems are transitioned to TriTech's Technical Services Group immediately following the Closure. Any remaining Project related administrative tasks are completed by TriTech and Client. Project documentation is archived and primary Client interaction is officially handed over from the TriTech Project Manager to the TriTech Account Manager. 9.1.1.1 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 Manager and Technical Services Group. c) Provide continued support based on terms of Purchase Agreement. 9.1.1.2 Client Responsibilitles a) Provide TriTech with any in -scope system revisions within 10 days of completion of the final project deliverable, typically Train the Trainer. b) Provide approval of the final Project TCR within ten (10) days. c) Provide payment reconciliation and payment of final invoices. The contents ofthis material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 23 Software Systems. 02017 TriTech Software Systems Appendix A — Dashboard Hardware, Software, and Related Requirements 10 APPENDIX A -DASHBOARD HARDWARE, SOFTWARE, AND RELATED REQUIREMENTS NOTE: All hardware and software provided by the Client must be solely dedicated for the CrimeView Dashboard application unless approved in writing by the TriTech Project Manager. 10.1.1.1 Client Hardware a) Import Server 1. CPU: Quad -core processor, 1.8 GHz or faster 2. 8 GB RAM 3. RAID 1 disk configuration using two (2) 146GB 15K RPM SAS disk drives 4. 1000Mb Network Card 5. Windows Server 2008, 2008 R2, 2012, or 2012 R2 (upon compatibility with ESRI's 2. Macintosh (Intel-based) ArcGIS software) 6. Local administrator account provided to TriTech 7. A static external IP address: this is a security requirement in order to transmit data to Minimum monitor resolution: 1280 x 1024 px the TriTech Cloud 8. Web access to https:Hextractor.ome¢asis.com b) End User Workstations 1. Windows i. 2 GB RAM ii. Processor: 1.8 GHz or faster iii. Minimum monitor resolution: 1280 x 1024 px iv. 100/1000Mb network card v. Windows: Vista, 7, 8, 9, or 10 vi. Internet Explorer 7 or later vii. Microsoft Silverlight 5 or later 2. Macintosh (Intel-based) i. 2 GB RAM ii. Processor: 1.83 GHz or faster iii. Minimum monitor resolution: 1280 x 1024 px iv. 100/1000Mb network card v. Safari vi. Microsoft Silverlight 5 or later The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 124 Software Systems. 02017 TriTech Software Systems Appendix A — Dashboard Hardware, Software, and Related Requirements 10.1.1.2TriTech Provided Software a) TriTech ETL Tools: Import Wizard, etc. 10.1.1.3 Client Provided Software a) ArcGIS Desktop 10.0 - 10.4 — Basic License (formerly ArcView) b) ArcGIS Desktop VBA Resources for Developers (no cost license only) The contents of this material are confidential and proprietary to TriTech Software Systems and may not be reproduced, published or disclosed to others without the prior written consent of TriTech 25 Software Systems. 02017 TriTech Software Systems ))-FRI-rECH TriTech Software Systems 9477 Waples Street, Ste. 100 San Diego, CA 92121 Phone: 858.799.7000 Fax: 858.799.7011 www.tritech.com IQ Subscription Service License & Use Agreement 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 that the quote accompanying this Agreement is executed by an authorized representative of both TriTech and the Client. TriTech and Client may also be referred to herein individually as "Party", or collectively as the "Parties". 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 IQ online programs and corresponding module(s) as indicated on the quote or Sales Order attached hereto as Addendum 2; (ii) Providing the Client with technical support for the Software as set forth in Schedule A ("Technical Support"), database hosting and other related services as further defined in the Addendum 2; (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 due 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 Addendum 2 (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 Addendum 2; and (viii) Populating the Software and the associated database(s) with Client Information (as defined in Section VI I (B) hereof) and otherwise assist Client with the setup of the Software (together, the "Implementation Services"). (ix) If applicable, TriTech and Client shall mutually agree in writing on a schedule for transfer of data from Client's existing system to the applicable IQ application. IQ Subscription Service License & Use Agreement Page 1 of 19 TriTech Software Systems © 2018 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 TriTech'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. III. 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 sublicensing, 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 Agreement, 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 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 Addendum 2. Subscription Service License & Use Agreement TriTech.com 2 of 19 TriTech Software Systems © 2018 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 Addendum 2 (together, "Fees"). Subscription fees are due on an annual basis. Failure to pay may result in suspension or termination of your account until payment is made. 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, "Fees"). 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 5%. 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. 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 taxes 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 two (2) years ("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 the completion of Admin Training, at which time the Client will be able to access the system and authorize users. If Client terminates this Agreement at any time from contract execution through the Initial Term, Client shall pay one hundred percent (100%) of the remaining fees owed for the Initial Term plus implementation fees if not already paid. If Client terminates this Agreement for convenience during any Renewal Term, Client shall pay one hundred percent of the remaining fees owed for the Renewal Term. IQ Subscription Service License & Use Agreement Page 3 of 19 TriTech Software Systems © 2018 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 Term. 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 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 tortious 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. J. 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. IQ Subscription Service License & Use Agreement Page 4 of 19 TriTech Software Systems © 2018 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 meet its 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 TriTech 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. 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 whether 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 already 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 construction 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 the applicable IQ application. IQ Subscription Service License & Use Agreement Page 5 of 19 TrTech Software Systems © 2018 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, 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 be disclosed to Authorized Users 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. IQ Subscription Service License & Use Agreement Page 6 of 19 TriTech Software Systems © 2018 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; provided that TriTech, in turn, binds such third party to confidentiality and non- disclosure terms that 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. Vill. Ownership. 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. 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 IQ Subscription Service License & Use Agreement Page 7 of 19 TriTech Software Systems © 2018 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 BEHAVIOR OF THE DATA ON EITHER CLIENT'S OR TRITECH'S COMPUTER NETWORK. D. TRITECH REPRESENTS AND WARRANTS TO CLIENT THAT, TO TRITECH'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 ANY THIRD PARTY AS OF THE DATE OF THIS AGREEMENT. TRITECH 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. E. IN NO EVENT SHALL TRITECH'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; OR, 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. 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 parties, and except as to any material breach of this Agreement by TriTech. IQ Subscription Service License & Use Agreement Page 8 of 19 TriTech Software Systems © 2018 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. XII. 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: Written notices to Client may be provided at the address listed for Client on the signature page of this Agreement. B. Written Notices to TriTech: TriTech Software Systems 9477 Waples Street, Ste. 100 San Diego, CA 92121 Attention: Contracts XIII. 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 contains 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. IQ Subscription Service License & Use Agreement Page 9 of 19 TriTech Software Systems © 2018 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. CLIENT: Accepted By (Signature) Printed Name TRITECH SOFTWARE SYSTEMS Accepted By (Signature) Blake Clark Printed Name CFO Title May 31, 2018 Date Date CITY OF OSHKOSH, WISCONSIN POLICE DEPARTMENT Address Line 1 — Company/Agency Name 420 Jackson St. Address Line 2 — Street Address Oshkosh, WI 54901 Address Line 3 — City, State, Zip IQ Subscription Service License & Use Agreement Page 10 of 19 TriTech Software Systems © 2018 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 hours, (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, modem, or electronic bulletin board. Critical Priority Telephone Assistance after Normal Customer Service Hours. After Normal TriTech Customer Service Hours, emergency support for IQ applications will be answered by our emergency paging service. When connected to the service, the Client shall provide his or her name, 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 website. 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. Scheduled Maintenance. IQ applications may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the 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. IQ Subscription Service License & Use Agreement Page 11 of 19 TriTech Software Systems © 2018 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 OS 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 from Technical Support 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 impaired 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 TriTech'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; 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 IQ Subscription Service License & Use Agreement Page 12 of 19 TriTech Software Systems © 2018 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. Secu rite 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 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 Offices. This provision will apply during the duration of this Agreement. Priorities and Support 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. IQ Subscription Service License & Use Agreement TriTech Software Systems © 2018 Page 13 of 19 This matrix defines the support issues, response times and resolutions for the Client's licensed IQ 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; or email: CH ClientServicesTriageCoitritech.com. For IQ CrimeView Dashboard, IQ FireView Dashboard, IQ CrimeMapping.com; IQ NEARme, Field Ops: CrimeView5upporta,tritech.com, Priority Priority Definition Response Times Priority 1 — IQ Search. 24X7 Support for live Normal Customer Service Hours: Telephone calls Critical operations on the production system. to 800.987.0911 will be answered immediately Priority This is defined as the following: and managed by the first available • The applicable IQ server is representative but not longer than 5 minutes, down and all workstations will not launch or function; After Normal Customer Service Hours: Thirty the Client is experiencing (30) 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 applicable IQ system is 800.987.0911 to receive this level of response. inoperable due to data loss or corruption caused by TriTech Software There are no Priority 1 issues for: IQ CrimeView Dashboard This means that one or more TriTech IQ FireView Dashboard server components are down or IQ CrimeMapping.com inaccessible, disabling all usability of IQ NEARme Client's IQ workstations Field Ops These Software Errors are defined in S ecial Note #1 b� elov . Priority 2 — Normal Customer Service Hours Normal Customer Service Hours: Telephone calls Urgent Support: A serious software error to 800.987.0911 will be answered and managed Priority with no workaround and not meeting by the first available representative but not the criteria of a Critical Priority, but longer than 5 minutes. which severely impacts the ability of Users from performing a common Priority 2 issues for IQ Search, IQ CrimeView function. Such errors will be Dashboard, IQ FireView Dashboard, IQ consistent and reproducible. CrimeMapping.com, and IQ NEARme are not managed after Normal Customer Service Hours. Generally, this means that a significant number of the system IQ Customer Service Number 800.228.1059 for: workstations are negatively impacted IQ CrimeView Dashboard by this error (e.g. does not apply to a IQ FireView Dashboard minimal set of IQ workstations). IQ CrimeMapping.com These Software Errors are defined in IQ NEARme Special Note #2 below. Field Ops IQ Subscription Service License & Use Agreement Page 14 of 19 TriTech Software Systems O 2018 Priority Priority Definition -T Response Times 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 a workaround available, but which does Priority 3 issues for IQ Search, IQ CrimeView negatively impact the User from Dashboard, IQ FireView Dashboard, IQ performing common IQ system CrimeMapping.com, and IQ NEARme are not functions. Such errors will be managed after Normal Customer Service Hours. consistent and reproducible. • The IQ system is unable to Customer Service Number 800.228.1059 for; transfer data from external IQ CrimeView Dashboard system to IQ IQ FireView Dashboard • The IQ system update IQ CrimeMapping.com causing system functions to IQ NEARme be inoperative with no Field Ops workaround A significant number of IQ workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations). 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 use of the system. This includes Priority 4 issues for IQ Search, IQ CrimeView system administrator functions or Dashboard, IQ FireView Dashboard, IQ restriction of User workflow but does CrimeMapping.com, and IQ NEARme are not not significantly impact their job managed after Normal Customer Service Hours. function. Customer Service Number 800.228.1059 for: IQ CrimeView Dashboard IQ FireView Dashboard IQ CrimeMapping.com IQ NEARme Field Ops 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 and errors, including Client technical managed by the first available representative. questions or usability questions would be a part of this level. Priority 5 issues for IQ Search, IQ CrimeView Dashboard, IQ FireView Dashboard, IQ CrimeMapping.com, and IQ NEARme not managed after Normal Customer Service Hours. Customer Service Number 800.228.1059 for: IQ CrimeView Dashboard IQ FireView Dashboard IQ CrimeMapping.com IQ NEARme Feld Ops IQ Subscription Service License & Use Agreement Page 15 of 19 TrTech Software Systems © 2018 Priority Resolution Process Resolution Time Priority 1— TriTech will provide a procedural or TriTech will work (including after hours) to Critical configuration workaround 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, TrTech'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. 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 TrTech's roadmap planning process. Specia/Note #1: Priority 1— IQ Search Critical Priority issues meeting the previously noted criteria are defined as follows: a. The 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 IQ system is inoperable due to data loss or corruption caused by Tri f'ech Software There are no Priority 1 issues for IQ CrimeView Dashboard, IQ FireView Dashboard, IQ CrimeMapping.com, or IQ NEARme. SpeciaiNote #2: Priority 2 Urgent Priority issues meeting the previously noted criteria are defined as follows: a. The 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 IQ system is unable to generate and render reports IQ Subscription Service License & Use Agreement Page 16 of 19 TnTech Software Systems © 2018 ADDENDUM1 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.F.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.F.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.F.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 are 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 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 IQ Subscription Service License & Use Agreement Page 17 of 19 TriTech Software Systems © 2018 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 seq. 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 PHI 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, TrTech 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, TrTech 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 TrTech has been otherwise engaged by Customer to perform these services. IQ Subscription Service License & Use Agreement Page 18 of 19 Tri ech Software Systems © 2018 ADDENDUM TRITECH QUOTE/SALES ORDER (Attached) IQ Subscription Service License & Use Agreement Page 19 of 19 TrTech Software Systems © 2018 TRITECH SOFTWARE SYSTEMS By signing below, you are indicating that you are authorized to obligate funds for your organization. To activate your order, check the appropriate box below and, either, (i) attach a copy of this quotation to your purchase order when it is remitted to TriTech, or, (ii) if no additional authorizing paperwork is required for your organization to accept and pay an invoice, sign below and fax this quotation to 1-858-799-7015 or email to salesadmin@tritech.com to indicate your acceptance. ❑ Purchase Order required and attached, reference PO# on invoice. ❑ No Purchase Order required to invoice. Please check one of the following: ❑ I agree to pay any applicable sales tax. F] I am tax exempt. Please contact me if TriTech does not have my current exempt information on file. '-F os k., Client ency/Entity Name 61 L4 M4 Client AutKArized rese tive 4)L�- lient Authorized Representative Title S' re Date QUO-62566-5QOKI5 Page 5 of 5